FIVE YEAR LEASE AGREEMENT
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LEASE AGREEMENT
THIS AGREEMENT made and entered into on the j!31:!f day of ~
1991, by and between the CITY OF CLEARWATER, FLORIDA, a municipal corporation,
hereinafter referred to as "City", and Pinellas Center, Inc. AKA The Long
Center, hereinafter referred to as "Center", a Florida non-profit corporation
whose address is 1501 North Belcher Road, Suite 225, Clearwater, Florida
34625.
WIT N E SSE T H:
WHEREAS, the City is a municipal corporation owning certain land located
on Belcher Road in the City of Clearwater; and
WHEREAS, the Center desires to lease said land from the City for the
purpose of operating a facility for public recreational and educational
programs, and to maintain the property to be open and accessible to the public
in a manner generally consistent with the operation of City public facilities,
subject to reasonable rules an& regulations as may be established from time to
time by the Board of Directors of the Center established hereunder; and
WHEREAS, the City finds that the lease of the property for such use is
for a proper public purpose; and
WHEREAS, the Center has estab 1 i shed a foundati on for the purpose of
generating sufficient monies to maintain and to operate the premises and its
improvements;
NOW, THEREFORE in consi derati on of the faithful performance by each of
the parti es of the covenants and agreements between each other made, it is
mutually agreed between the parties hereto as follows:
1. For and in consideration of the sum of One Dollar ($1.00) per year
and other good and valuable consideration to it in hand paid, the receipt
whereof is hereby acknowl edged, the Ci ty does hereby 1 ease unto the Center
that certai n parcel of real property located in Pi nell as County, Flori da,
which is described in Exhibit A attached hereto.
2. The initial term of this Agreement shall commence on
~ L'l 1991, and end on t~ ( 7 2006, unless
otherwise extended or terminated as provi d din thi s Agreement. The parties
shall present the issue of the extensi on of the term to the el ectors of the
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. Ci ty duri ng the term of thi s 1 ease.
The extensi on of
the term to be
presented to the electors of the City shall be for not more than eighty (80)
additional years, or a total term of not more than ninety-five (95) years,
endi n9 not 1 ater than r L '1 . 2086. However. nothi n9 ; n thi s
paragraph shall be deemed a waiver by the City of its rights to cancel or not
to renew this Agreement as provided in Paragraphs 14 and 18. As used herein,
the expression "tenn hereof" refers to the initial term hereunder and to any
extension thereof as herein provided.
3. The Center has constructed recreational and educational facil ities
(hereinafter referred to as the "Project") including but not limited to an
olympic size swimming pool, an indoor gymnasium, a playfield and accessory
facilities related thereto.
The development of the property has been in
accordance with a certified site plan approved by the City.
4. The City and the Center agree that the Board of Directors of
Pinellas Center, Inc., aka The Long Center, will serve as the policy making
body for the programming of the facilities throughout the term of this
Agreement.
The Board of Di rectors of Pi nell as Center, Inc., aka The Long
Center, consists of eighteen members, and no less than two of the eighteen
will be appointed by the City. The Board of Directors shall serve the Center
according to its articles of incorporation and by-laws, which may not be
amended in any manner which is inconsistent with any of the provisions of this
agreement during the term hereof without the consent of the City. The total
number of members of the Board of Directors of Pinellas Center, Inc., aka The
Long Center, cannot be increased without the consent of the City.
5. The Center shall not use the 1 eased premi ses for any purpose or
purposes other than for recreation, education and training and in the use
agreements as described herein.
6. The Center shall not have the right to assign this lease or sublease
any of its rights under this Agreement without the prior consent of the City.
The Center shall not have the right to mortgage, transfer, hypothecate, pledge
or di spose of the 1 eased property in any form or manner whatever wi thout the
prior consent of the City.
7. The Center agrees that it will not make any physical changes to or
construct new permanent facilities on the leased property without City
approval. The City Manager will have authority to approve minor site plan
changes, with City Commission approval required for major revisions.
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8. The Center shall make no unlawful, improper or offensive use of the
leased property nor permit its use in any way to become a nuisance.
9. To provide the lowest possible cost to the community the Center will
encourage Use Agreements for the project with other non-profit agencies whose
mission is to provide recreational/educational programs for the general
public. These agencies will be referred to as sponsoring agencies and will
make a capital investment in the Center, in an amount approved by the City and
such approval will not be unreasonably withheld, and pay fees or rentals for
specific usage or space. The sponsoring agencies will provide supervision and
personnel necessary i ncl udi ng contract employees to conduct thei r programs.
Sponsoring agencies shall have priority in the scheduling of sponsoring agency
sponsored programs at the Center. The following sponsoring agencies currently
have Use Agreements:
Clearwater for Youth, Inc. Exhibit B
Upper Pinellas Association for Retarded Citizens Exhibit C
Ci ty of Sa fety Harbor Exh i bit D
10.. Subject to the provisions of this Section, the Center will be
responsible for all costs of operations, maintenance and repair of the Project
including all improvements to the leased property. All income derived from
the use of the leased property by the Center shall be used for the operation
and maintenance of the Project. The City, as a sponsoring Agency, and along
with all other Sponsoring Agencies, in recognition of the benefits derived by
the City and the other Sponsoring Agencies from the use of the Project hereby
agrees to pay, on the terms and conditions described below and subject to the
limitations contained herein, the City's pro rata share of the Project's
"Annual Operating Residual Funding Obligation" (as defined below and shown by
exampl e in subparagraph h) for fundi ng the operati ng requi rements of the
Project. The City's obligation to pay is subject to the appropriation of funds
in the operati ng budget of the Ci ty for such purposes in each subsequent
fiscal year of the City; provided, that the City shall not be obligated to
appropriate ad valorem tax revenues for such purposes. (Under the Florida
Constitution, the City Commission cannot enter into an agreement that binds
future City Corrmissions to payments that are not included in the annual
budget. Also, an obligation to pay from ad valorem tax revenues may be
construed as a "bond" for which referendum approval may be required.) As more
fully described below, the Annual Operating Residual Funding Obligation shall
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shall not be required to contribute any amounts for the Annual Operating
Residual Funding Obligation.
(c) Adjustments. The parties of this lease recognize that there will be
differences between the budgeted operating financial performance of the Center
and its actual audited financial performance submitted to the City pursuant to
Paragraph 15 of this lease. Accordingly, any differences between budgeted and
actual audited amounts shall result in an appropriate adjustment to the next
ensuing computation of the Annual Operating Residual Funding Obligation.
(d) Pro Rata Allocation Among Sponsoring Agencies. The Annual Operating
Residual Funding Obl igation shall be shared among the Sponsoring Agencies
based upon each Sponsoring Agency's total "Facil ity User Hours" for the most
recent 12 months (3/1 - 2/28) of the Center compared to the total of all
sponsoring Agency Facil ity User Hours for the same period. The term "Facil ity
User Hour" means every individual person's use of the facilities of the Center
for a one-hour period pursuant to Sponsori ng Agency programs. Th is report
shall be referred to as the "Historical Usage Report" and the Center agrees to
include - the Historical Usage Report as part of its audited financial
statements submitted to the City pursuant to paragraph 15 of this lease.
(e) Facil ity Usage. The Center agrees to ma i ntai n adequate books and
records to enable an accurate accounting of Facility User Hours as part of the
daily information retained and recorded by the staff at the Center. A
FaCility User Hour shall include all uses inside the buildings and facilities
of the Center, including but not limited to swimming pools, classrooms,
gymnasium, and weight and exercise rooms. The computation of Facility User
Hours shall speCifically exclude use of the ancillary outdoor facil Hies at
the Center such as the playgrounds, soccer fields and baseball fields. The
City understands that Clearwater for Youth, Inc. shall not be allocated a
FaCility User Hour when it sponsors outdoor exercise programs utilizing the
playgrounds and fields of the Center.
(f) Use Outside of Normal Hours. If a Sponsoring Agency utilizes the
indoor faCility of the Center outside of normal operating hours, the
Sponsoring Agency shall pay the incremental costs associated with the use of
the Center's facilities for that activity. Such costs could include salaries
of safety personnel such as lifeguards, and security guards, payroll expenses
for employees of the Center and other reasonable identifiable costs associated
with such program. The Sponsoring Agency and the Center agree to negotiate in
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good faith on a case-by-case and the Center agrees to negotiate in good faith
on a case-by-case basi s to determi ne an agreed upon charge for use of the
facilities outside of normal operating hours to only reflect additional
. incremental costs incurred by the Center in connection with these programs.
(g) Repair and Replacement Sinking Fund.
Representatives of the
Sponsoring Agencies and the staff of the Center shall jointly prepare a report
within six months of the date hereof and every three years thereafter setting
forth the projected costs of capital expenditures for repair and replacement
of the facilities of the Project for the. next five years from the date of this
report ("Repair and Replacement Report"). The Repair and Replacement Report
shall account for capital expenditures in an amount greater than $5,000
necessary for the safe and acceptable use of all the facilities of the Center
wh i ch are not otherwi se accounted for as pa rt of the Center IS annual budget
and the determination of the Annual Operating Residual Funding Obligation.
All uses of such funds must be approved by the Center Board of Directors. The
City, along' with the other Sponsoring Agencies, agrees to contribute to a
separate. account maintained at the Center, its pro rata share of the funding
requirements described in the Repair and Replacement Report based upon the
most recent annual computation of the Facil ity User Hours by the Sponsoring
Agency. The Center shall be all owed access to such funds in an emergency
situation (i .e., hurricane, accident, systems fail ure) with notice to the
City.
(h) Example:
To ta 1 Budgeted Revenues $ 500,000
Tota 1 Budget Expenses $ 600,000
Annual Operating Residual
Funding Obligation $ 100,000
His to r i c a 1 Usage Report
Pro Rata
Agency Hour % Share
Cl earwater 88 88% $ 88,000
Sa fety Harbor 10 10% 10,000
C.Y.F. 2 2% 2,000
$100,000
11. The Center agrees that all buildings and other improvements which
are permanently affixed to the leased property shall become the property of
the City at the expiration of this lease.
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12. The Center shall purchase and maintain through the term of this
Lease Agreement the insurance coverage set forth below:
a. Property Insurance - Real property (including improvements or
additions).
1. Form - All Risk Coverage. Coverage shall be no more restrictive
than that afforded by latest edition of Insurance Services Offices
Forms CFOOll, CF0013, CF0420, and CF1210. If available, sink hole
insurance shall be included. If the provisions of the All Risk
policy do not exclude sink holes, as verified by the City's
insurance consultants, the Center shall be deemed to be in
compliance with this paragraph.
2. Amount of Insurance. The full insurable value on a replacement
cost basis which will avoid the insured being considered a co-
insurer.
3. Flood Insurance. If buildings or structures are located within
and identified special flood hazard area, flood insurance shall be
provided for the total insurable value of such building or structure
or the maximum of flood insurance coverage available under the
National Flood Program, whichever is less.
4. The City of Clearwater shall be named as an additional insured.
b. Boiler and Machinery Insurance. If the improvements include
boiler(s), pressure vessel(s), or air conditioning/heating equipment, the
Center shall maintain comprehensive insurance covering the equipment loss
on the demi se property resul ti ng from the maintenance and operati on of
such equipment, including but not limited to repair and replacement of
the equipment and liability damage to the property of others.
1. Minimum limits of $1,000,000 per occurrence combined single
limits for bOdily injury liability and property damage liability.
2. Premises and operations coverage.
3. Independent contractors coverage.
4. Products and completed operations coverage.
5. Personal injury coverage with employees and contractual
exclusions removed.
6. Liquor law liability, if applicable.
7. The City of Clearwater shall be named as an additional insured.
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d. Business Auto Policy. Coverage shall be afforded on a form no more
restrictive than the latest edition of the Business Auto Policy filed by
the Insurance Services Office and shall include:
1. Minimum limits of $1,000,000 per occurrence combined single
limits for bOdily injury liability and property damage liability.
2. Coverage on all vehicles (owned, hired, and non-owned).
e. Worker's Compensation. Coverage shall apply for all employees in an
amount at least equal to the statutory 1 imits of coverage according to
applicable State and Federal laws. In addition, the policy shall include
employer's liability coverage with a limit of $500,000 per occurrence.
If the self-insured status of the Lessee is approved by the State of
Flori da, the Lessor agrees to recogni ze and accept same upon proof of
such approval. Copies of all current insurance policies covering
insurance requi red by thei r Agreement shall be furni shed to the Ci ty
Clerk of the City prior to the commencement of any activity for which a
City permit is required. Each insurance policy shall provide that no
less than sixty (60) days notice of cancellation or restrictive
modification of the policy shall be furnished to the City.
13. The Center shall pay any Federal, State and local taxes and special
assessments which may be levied on the leased property and any improvements
pl aced thereon, but it is agreed that the uses herein contempl ated serve
proper pUblic and municipal purposes, and the parties in no way waive any
exemptions permitted by law.
14. If, at any time during the term of this Agreement or extension
thereof, the Center should default in the performance of any of its
obligations required hereunder, then the City shall furnish to the Center a
notice in writing specifying the default and giving the Center thirty (30)
days, or such amount of time as may reasonably be requi red to cure such
default using dil igent efforts, in which to correct the defaul t. If the
default is not corrected within thirty (30) days, or such reasonable amount of
time after giving the notice, then the City may terminate this Agreement and
immediately take possession of the leased property, and all improvements
thereon shall become the property of the City.
15. The Center, no later than six (6) months after the end of each of
its fiscal years during the term of this Agreement, shall provide the City
with a copy of the Center's annual financial statements, including a balance
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sheet and income statement relating to the Center's operations under this
Agreement. Each month the City will be provided with internally prepared
financial statements including a balance sheet and income statement comparing
actual results with the budget.
16. The City, with reasonable notice to the Center shall have the right
to inspect the leased premises and to review the Center's financial records
pertaining to the Center's operation.
17. Any notices provided for hereunder shall be sent be certified mail,
return receipt requested, to the City, c/o City Manager, P.O. Box 4748,
Clearwater, FL 34618, and to the Center, c/o Executive Director, 1501 North
Belcher Road, Suite 225, Clearwater, FL 34625, or to such other address as
either party by written notice to the other may direct.
18. The City retains the right to terminate. this Agreement for any
municipal need determined by the City Commission to be necessary for a
superior public purpose and consistent with the City's Charter. In addition,
the City may terminate this Agreement in the event that the State of Florida
or any qf its agencies or political subdivisions thereof requires the lease
property or any portion thereof for a publ ic purpose. In either ev~nt, the
Center shall be entitled to just compensation for its investment in the leased
property and for its relocation expenses to another site within Pinellas
County.
19. Radon Gas Notification. As required by Section 404.056(8), Florida
Statutes, the Lessee shall take notice of the following:
Radon Gas: Radon is a naturally occurring radioactive gas that, when it
has accumul ated in a bui 1 di ng in suffi ci ent quanti ti es, may present health
risks to persons who are exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and testing may be obtained from your
county pUblic health unit.
IN WITNESS WHEREOF, the undersi gned parti es have set thei r hands and
seals the day and year first above written.
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Approved as
correctness
orney
Witnesses:
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CITY OF CLEARWATER, FLORIDA
By
Attest:
(' .unA~ Z:: );1... .(2. ~L~
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PINELLAS ~NTER, INC.
BY~~
Pres dent
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EXHIBIT A
A tract of land lying within the Northwest 1/4 of Section 7, Township
29 South, Range 16 East, Clearwater, Pine11as County, Florida and
being more particularly described as follows:
Commence at the Northwest corner 'of said Section 7; thence
SS9~35'50"E, along the North line of theNorthwest 1/4 of said Section
7, for 55.00 feet to the East right-of-way line of Belcher Road;
thence SOO~04'51"E, along said East right-of-way line and along a line
being 55.00 feet East of and parallel to, the West line of the
Northwest 1/4 of said Section 7, same also being .t:11e . be?J:' lng basis of
this description, for 480.50 feet to the Southwest corner of that
property described in O.R. Book 6247 on page 1429 and being the POINT
OF BEGINNING: thence S89035'SO"E, along the South line of said
property, and along a line 480.48 feet South of and parallel to the
North line of said Northwest 1/4, for 390.04 feet to the center of a
sanitary manhole; thence continue. S89035'50"E, along said parallel
line, for 272.65 feet to the centerline of a creek; thence
southeasterly approximately 850 feet along said centerline, same also
being the westerly bounds of that certain property described in O.R_
Book 5851, on page 1012, the following nine (9) courses being used for
closure purposes; (1) thence S33042'24"E, for 10.60 feet; (2) thence
S20046'23"E, for 139.50 feet; (3) thence SOlo02'42"E, for 100.92 feet;
(4) thence S26041'04"E, for 42.96 feet; (5) thence N83042'51"E, for
33.70 feet;, (6) thence S65053'11"E, for 50.0S feet; (7) thence
S54052'27"E, for 146.40 feet; (S) thence S47012'36"E, for 199.78 feet;
(9) thence S79053'47"E, for 93.99 feet; thence, leaving said creek
centerline, S89036'10"E, for 95.00 feet to the perpendicular
intersection with the East line of the Northwest 1/4 of the Northwest
1/4 of said Section 7;' thence SOO 0 23 I 50 "W, along said East line, for
324.98 feet to the Southeast Corner of the Northwest 1/4 of the
Northwest 1/4 of said Section 7; thence N89044'07"W along the South
line of the Northwest 1/4 of the-Northwest 1/4 of said Section 7,for
232.83 feet to a point on the northeasterly right~of-way line of a
60.00 foot Seaboa~d Coast Line Railroad right-of-way; thence
N72045'16"W, along said northeasterly line, for 1085.20 feet to the
East right-of-way line of Belcher Road; thence NOOo04'5~"W along said
East line and along a line 55.00 feet East of and parallel to the West
line of the Northwe~t 1/4 of said Section 7, for 539.23 feet to the
POINT OF BEGINNING, ~nd contain~ng 15.78 acres, more or less.
EXHIBIT A
to Lease Agreement between City
of Clearwater and Clearwater Youth
Recreation Center, Inc.
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EXHIBIT B
LEASE AGREEMENT
THIS AGREEMENT is made effective the 30th day of June,
1990, by and between The Pinellas Community Center a.k.a.
The Long Center, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 225, Clearwater,
Florida 34625 (hereinafter referred to as "Center"), and
Clearwater For Youth, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 236, Clearwater,
Florida, 34625 (hereinafter r.eferred to as "CFY").
WIT N E SSE T H:
WHEREAS, Center is a nonprofit corporation with
recreational and educational facilities (hereinafter
referred to as the "Project") on real property owned by the
City of Clearwater and being leased to the Clearwater Youth
Recreation Center, Inc., now known as The Center Foundation,
Inc., under that certain Lease Agreement dated December 29,
1986 (hereinafter as Exhibit "A" and incorporated herein by
reference; and
WHEREAS, CFY desires to use a portion of the Project to
establish its equipment storage and administrative offices
and to provide recreational and sports activities to the
youth of this community and their families that will advance
the mission and purpose of CFY allowing all children from
all levels of society to play together in harmony, and which
allows children to reach their fullest potential through
enriching and productive activities.
WHEREAS, Center finds that such use of the property is
for a proper public purpose; and
WHEREAS, The Center has established a construction fund
for the purpose of generating monies to construct the
Project and its improvements; and
WHEREAS, CFY has invested in the Project by providing
contributions to such construction fund of certain monies to
be used for construction of the Project and its
improvements, as more specifically described hereinafter.
NOW, THEREFORE, in consideration of the premises and of
the faithful performance by each of the parties of the
covenants and agreements between each other made, it is
mutually agreed between the parties hereto as follows:
1. Recitals. The above recitals are true and correct
and incorporated herein by reference.
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2. Premises and User Fee. For and in consideration of
the sum of One Dollar ($1.00) per year, and other good and
valuable consideration to it in hand paid by CFY, the
receipt and sufficiency of which are hereby acknowledged,
The Center does hereby grant and assign to CFY the exclusive
use of the Project, as more particularly described and
depicted on Exhibit "B" attached hereto and incorporated
herein by reference (hereinafter referred to as the
"Premises").
3. TERM. The term of this Agreement shall commence
on the date CFY takes occupancy of the Premises, and,
provided CFY remains a viable nonprofit corporation in
substantially the same form as it exists on the date hereof,
and provided it continues to advance its mission and purpose
as set forth in its Bylaws, the term hereof shall continue
for a period consistent and concurrent with the term of the
Lease, as the same is extended from time to time in
accordance with Paragraph 2 of the same. Should this
agreement be terminated as a result of the termination of
the Lease, The Center hereby covenants and agrees to
compensate CFY for its pro rata and equitable share of any
proceeds received upon such termination of the Agreement as
specified in Paragraph 24 of the Lease.
4. Use of Premises bv CFY. CFY shall use the Premises
for its administrative offices, and to provide recreational,
sports and other activities to the citizens of this
community. The Center agrees to use its best efforts when
allocating the use of facilities in the Project among the
Sponsoring Agencies (as defined below), to accommodate CFY's
programming needs. CFY shall make no unlawful, improper, or
offensive use of the Premises, nor permit its use in any way
to become a nuisance. CFY use of and access to (and its
patrons' use of and access to) the Premises and the
facilities of the Project, including parking spaces, shall
enjoy the same superiority as that enjoyed by YWCA, UPARC,
the City of Clearwater, and the City of Safety Harbor
(hereinafter referred to as the "Other Sponsors" or
"Sponsoring Agencies"). CFY shall be charged on a pro rata
basis for its use of the facilities of the Project and such
charges shall be consistent with and in proportion to those
charged by the Center to the Other Sponsors, and shall be
subject to the same rules, regulations, and policies as
imposed on the Other Sponsors.
5. Operating Expenses. CFY shall be responsible for
paying its pro rata and equitable share of the operating
expenses of the Project not to exceed Four Thousand Eight
Hundred Dollars (4,800.00) and payable in equal monthly
installments of Four Hundred Dollars ($400.00). The
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operating expenses may include, but shall not be limited to,
utilities (exclusive of telephone services), insurance,
janitorial service, grounds maintenance, waste removal,
water, sewer, replacement costs of capital improvements, and
common area maintenance. CFY's payment of its pro rata
share of the operating expenses of the Project may be
increased or decreased on an annual basis consistent with
and in proportion with the annual increases or decreases
charged to the Other Sponsors. The Board of Directors of
the Center shall determine and levy the assessments for the
operating expenses.
6. Maintenance. The Center shall maintain and keep in
good condition and repair any and all interior systems,
fixtures, equipment, and machinery servicing the Premises,
including, but not limited to, all mechanical and electrical
systems and equipment, plumbing systems, water-heating
systems, and heating and air-conditioning systems. The
Center shall also keep and maintain the bathroom facilities
in the Project, the common areas of the Project, the parking
lot and grounds of the Project, and the Center and
structural portions of the Project in good condition and
repair , including the exterior masonry walls and the roof
of the Project. Notwithstanding anything contained herein
to the contrary, CFY shall be responsible for providing, at
its own expense, any equipment, fixtures, machinery, or the
goods and effects needed and utilized by it in its daily
operations and instruction of its citizens in the Premises,
and shall also be responsible for paying the cost of
maintaining, installing, and repairing any and all such
equipment, fixtures, machinery, and other goods and effects.
7. CFY's Fixtures. At the termination of this
Agreement, CFY shall, if not in default hereunder and if no
damage will result to the Premises thereby, remove its
detachable fixtures, equipment, machinery, goods and
effects, and those of all persons claiming by, through, or
under it, and shall surrender the Premises and all
improvements thereto in good order, repair, and condition,
reasonable wear and tear expected, to The Center or its
successors or assigns. Any permanently-installed fixtures,
alterations or improvements shall be deemed real property,
and at the option of The Center, shall remain the property
of The Center at all times during and after the term hereof.
In the event The Center permits CFY to remove any such
permanently-installed fixtures, alterations, or
improvements, and any damage to the Premises results from
such removal, CFY shall repair such damage at its own
expense, and shall restore the Premises to the same repair
and condition as when CFY took possession thereof,
reasonable wear and tear expected.
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8. Telephone Service. The Center shall be responsible
for bringing telephone service to the Project, and CFY shall
be responsible for securing telephone service to the
Premises. CFY shall also be responsible for making the
monthly payment therefore directly to the service provider.
9. Capital Improvements. Should CFY desire to make
any capital improvements to or expansion of the Premises,
CFY shall first secure the written approval of the Board of
Directors of the Center for any or all such improvements,
which approval shall not be unreasonably withheld.
10. Insurance. The Center shall keep the Project
insured as required, to the extent applicable, by the
provisions of Paragraph 18 of the Lease. Said insurance
policies shall include a standard waiver of subrogation
clause against CFY and shall name CFY as an additional
insured thereunder.
CFY shall at all times and at its cost maintain public
liability insurance on the Premises with a combined single-
limit of at least $1,000,000.00 for personal injury, death,
and property damage, which insurance requirement may be
increased from time to time at the direction of the Board of
Directors of the Center. Said public liability policies
shall carry the names of The Center and CFY as the named
insureds as their respective interests may appear, and CFY
shall provide The Center with a copy thereof upon taking
occupancy of the Premises and, upon request from The Center,
it shall exhibit receipts showing payment of premiums. Such
policies shall further provide that the insurer shall not
cancel, alter or allow expiration or other termination
thereof without at least twenty (20) days' prior written
notice from such insurer to The Center.
CFY shall at all times and at its expense maintain
insurance against loss by fire and other casualty with
extended coverage on its furniture, fixtures, inventory,
equipment, supplies and personal property located in the
Premises, and said policies shall include a standard waiver
of subrogation clause against The Center.
11. Inspection. The Center, upon giving reasonable
notice to CFY shall have the right to inspect the Premises
at all reasonable times.
12. Assignment. CFY shall not assign the Agreement or
any of its rights hereunder without the prior written
consent of the Center which consent will not be unreasonably
withheld. If The Center consents to any such assignment,
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CFY shall only be permitted to assign this Agreement or its
rights hereunder to another organization or entity whose
mission and purpose are consistent and not in conflict with
those of CFY.
13. Compliance with Laws and Requlation. CFY shall
comply with all federal, state, county, and city laws,
ordinances, rules and regulations affecting or respecting
the use or occupancy of the Premises by CFY or the business
at any time thereon transacted by CFY, and CFY shall comply
with all reasonable rules which may be hereafter adopted by
The Center for the protection, welfare and orderly
management of the Project and its users or occupants.
14. Cleanliness of Premise. CFY will keep the
interior and/or exterior of the Premises clean and will not
store any refuse, trash, or hazardous materials in the
Premises or in or around the Project of which the Premises
form a part, other than in the refuse containers provided by
The Center.
15. Redeliverv of Premises. CFY shall, on the
expiration of this Agreement, deliver up the Premises in as
good order and condition as it now is or may be put by The
Center, reasonable use and ordinary wear and tear thereof
and damage by fire or other unavoidable casualty.
condemnation or appropriation expected, and CFY shall
promptly surrender all keys to the Premises to The Center.
16. Representation of Board of Directors. The Center
hereby grants CFY voting representation of the Board of
Directors of The Center, equal to the voting representation
enjoyed thereon by the Other Sponsors.
17. Siqnaqe. The Center hereby grants CFY the right
to have its corporate sign on Belcher Road as a part of the
Center's signage. CFY shall be permitted signage of equal
quality, size, distinction, and exposure as the Other
Sponsors. In addition to signage on Belcher Road, The
Center hereby grants CFY signage in the Center's main
entrance/courtyard area, and on all doors and entrances to
the Premises. All signage must be in accordance with local
ordinances, rules, and regulations.
18. Validity. It is understood and agreed that in the
event any provision of the Agreement shall be adjudged,
decreed, held, or ruled to be invalid, such portion shall be
deemed severable, and it shall not invalidate or impair the
agreement asa whole or any other provisions of this
Agreement.
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19. Successors and Assiqns. This Agreement and all
provisions, covenants and conditions thereof shall be
binding upon and inure to the benefit of the heirs, legal
representatives, successors, and assigns of the parties
hereto.
20. Survival. This Agreement shall remain in full
force and effect and shall survive any merger or
consolidation of The Center with any other entity, or any
merger or consolidation of CFY with any other entity. If
The Center or CFY should so merge or consolidate with
another entity during the term of this Agreement, such
merger or consolidation shall not be deemed to constitute a
default hereunder, and the resulting entity shall succeed to
all the respective rights, duties and obligations of The
Center or CFY under this Agreement.
21. Entire Aqreement. This Lease Agreement and the
exhibits attached hereto constitute the entire agreement
between the parties and supersede all' prior agreements., No
waivers, modifications, additions, or addenda to this
Agreement shall be valid unless in writing and signed by
both The Center and CFY.
22. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Florida.
23. Arbitration of Controversy. All controversies,
claims, disputes concerning the construction, performance or
breach of this or any other agreement between the parties
hereto, whether entered into prior or subsequent to the date
of this Agreement, shall upon demand and notice by either
party, be determined by private arbitration with the
appointment of arbitrators by each side and a third
arbitrator by the two sides. The decision of the
arbitrators or a majority of them shall be final.
24. Recording. This Lease Agreement shall not be
recorded; however, a short-form Agreement reflecting the
parties hereto, the commencement date and term of this
Agreement, and a description of the real property upon which
the Project is located may be recorded in the Public Records
of Pinellas County, Florida.
25. Notices. Any notices provided for hereunder shall
be sent by certified mail, return receipt requested, to The
Center, c/o Executive Director, 1501 North Belcher Road,
Suite 225, Clearwater, Florida 34625, and to CFY, c/o
Executive Director, 1501 North Belcher Road, Suite 236,
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Clearwater, Florida 34625, or to such other address as
either party by written notice to the other may direct.
26. Attornevs' Fees. Should it become necessary for
either party to enforce this Lease Agreement by legal
process, including arbitration proceedings, all costs of
such proceedings, including reasonable attorneys' fees
through and including any appellate proceedings, shall be
borne by the non-prevailing party.
IN WITNESS WHEREOF, the undersigned parties have set
their hands and seals the day and year first above written.
Witness:
The Center
By:
Charles S. Gamble
President
liTHE CENTERII
CLEARWATER FOR YOUTH
By:
Ron Miller
Chairman
IICFYII
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December 12, 1988
USE AGREEMENT
EXHIBIT C
THIS AGREEMENT is made and entered into this ~ day of
December ,1988, by and between THE CENTER FOUNDATION, INC., a
Florida ~onprofit corporation, whose address is 2037 Gulf-to-Bay Boule-
vard, Suite "A", Clearwater, Florida 34625 (hereinafter referred to as
"Foundation"). and THE UPPER PINELLAS ASSOCIATION FOR RETARDED
CITIZENS, INC., a Florida nonprofit corporation, whose address is 2199
Calumet, Clearwater, FL 34625 (hereinafter referred to as "UPARC").
WIT N E SSE T Hz
WHEREAS, Foundation is a nonprofit corporation developing recre-
ational and educational facilities (hereinafter referred to as the
"Project") on real property owned by the City of Clearwater and being
leased to the Clearwater Youth Recreation Center, Inc., under that cer-
tain Lease Agreement dated December 29, 1986 (hereinafter referred to
as the "Lease"), a copy of which is attached hereto as Exhibit "A" and
incorporated herein by reference; and
WHEREAS, UP ARC desires to use a portion of the Project to establish
a facility engaged in providing services for citizens who are develop-
mentally disabled, and who are presently served by UPARC or who shall
become eligible for said services according to UPARC admissions crite-
ria, and
WHEREAS, Foundation finds that such use of the property is for a
proper pUblic purpose; and
WHEREAS, Foundation intends to establish a construction fund for the
purpose of generating monies to construct the Project and its improve~
ments; and
WHEREAS, UPARC intends to invest in the Project by making a contri-
bution to such construction fund of certain monies to be used for con-
struction of the Project and its improvements,
)
NOW, THEREFORE, in consideration of the premises and of the faithful
performance by each of the parties of the covenants and agreements be-
tween each other made, it is mutually agreed between the parties hereto
as follows:
1. User Fee. For and in consideration of the sum of One Dollar
($1.00) per year, and other good and valuable consideration to it in
hand paid by UPARC, the receipt and sufficiency of which are hereby ac-
knowledged, Foundation does hereby assign UP ARC the use of that certain
portion of the Project which is more particularly described on Exhibit
"B" attached hereto and incorporated herein by reference (hereinafter
referred to as the "Premises").
2. Term. The term of this Agreement shall commence on the date
UPARC takes occupancy of the Premises, and shall continue for a period
consistent and coincident with the term of the Lease attached hereto
and incorporated herein as Exhibit "A". At the end of the initial 15
year period described in said Lease, UPARC may, upon one year's written
notice, elect to terminate this agreement, together with all rights and
responsibilities appertaining thereto.
)
3. Use of premises by UPARC. UPARC shall use the Premises to de-
velop facilities which will provide educational, vocational, and other
opportuni ties and services for the ci tizens of the communi ty ...ho hdve a
developmental disability. UPARC shall make no unlawful, improper or
offensive use of the Premises, nor permit its use in any way to become
a nuisance. UPARC's use of the Premises and facilities of the project,
including par~:ing spaces, shall enjoy the same superiority as that en-
Joyed by Clearwater for Youth and the City of Clearwater Parks and Rec~
reation Department. The Foundation recognizes that not less than 150
non-exclusive parking spaces must be available for UPARC staff and vol-
unteers during each ~orking day.
(4:\ Third-Party Use of Premises. Foundation shall be allowed to
pe~t other groups or org",nizations to use the Premises wi th the pr"ior
. ".nowledge andwri tten consent of UPARc, as long as sLlch LIse docs not
~onflict with the use thereo~ by UPARC. Should a third-party be per~
mitted to use the Premises, said third-party user shall be assessed its
pro rata and equitable share of the occupancy expenses incurred during
"
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said month, or a set fee as determined by the l~o,;;\rd of Trustees of the
Foundation, and said amount in its entirety shall be credited to UPARC.
S. Contribution to Construction Fund. To provide ~unds for the
construction of the Project, UPARC hereby covenants and agrees to con-
tribute the proceeds it receives from the sale of its 8.4 acres located
at 219~ Calumet, Clearwater, FL 34625 (the "Existing Facility"), or One
Million dollars ($1,000,000.00), whichever is less (the "UPARC Contri-
bution"), to the construction fund created by Foundation for the
Project. Upon complete execution of this Agreement, UPARC covenants
and agrees to begin marketing the Existing Facility for sale, and
agrees to promptly make diligent and good-faith effort to consummate
the sale. UPARC shall be the sole judge of the reasonableness of an
offer to purchase s~id property, and does not guarantee that such a
sale and purchase will occur. UPARC further agrees that upon the clos-
ing of the sale of the Existing Facility, UPARC shall pay to Foundation
the UPARC Contribution. In the event the sales proceeds received by
UPARC consist of cash and a promissory note and mortgage, foundation
shall receive all cash proceeds available at the closing, as well as
all payments together with interest thereon until such time as Founda~
tion has received the total UPARC Contribution, plus all interest on
the deferred p~yments. In the event the closing shall take place pr-ior
to UP ARC taking occupancy of the Premises, the UP ARC Contribution real-
ized from the closing shall be invested at a rate and for a term wllich
shall be determined collectively by both the Board of Directors of
UPARC and the Board of Trustees of Foundation. Any interest earned dur-
ing this period shall be credited to UPARC.
6. Allocation of Exoen~es. I t is the intent o'f the pat-ties hereto
that UP ARC shall operate as a separate and freestanding entity. To ef-
fect this goal, and to the extent possible, the Foundation shall secure
separate meters and billings for utilities provided to the Premises,
separate HVAC system for the Premises, separate telephone service to
the Premises, and any other system or service required by UPARC to con-
duct its regular activities at the Premises. ~o the extent that Foun-
dOl tion cannot secure separate metering or bi 11 ings for ser-vices r-en-_
dered to t~e Premises, the Board of Trustees of the Foundation, shall
assess UPARC monthly for its pro rata and equitable share of the usage
thereof. These services may include, but shall not be limited to, gar-
bage disposal or trash pickup.
The term "pro
shall be defined
UPARC facilities
property.
rata and equitable share" as used in this agreement
as the percentage of building footprint occupied by
as compared to the total building footprint on the
7. Maintenance, Replacement and Ooerating Exoenses. UP ARC shall be
responsible for paying the cost of maintaining and repairing any and
all interior systems, fixtures, equipment, and machinery servicing ac-
tually used by UPARC and ~nder its control. UPARC shall pay for any
repairs or improvements made by it, or made by another pursuant to its
request or instruction, to the Premises. UP ARC shall provide at its
expense any equipment ne~ded and utilized by it in its daily operations
and instruction of its citizens in the Premises.
Foundation shall assess all users of the project, including UPARC,
for their pro rata and equitable share of the exterior and/or common
maintenance, replacement, and operating expenses incurred by the
Project. The Board of Trustees of the Foundation shall determine and
levy said assessments from time to time.
8. Capital Improvements. Should UPARC desire to make any capital
improvements to or expansion of the Premises, UPARC shall first secure
the written approval of the Board of Trustees of the Foundation for any
"or all such improvements. Such approval shall not be . unreasonably
withheld.
9. Insurance. Foundation shall keep the Project insured as re-
quired, to the extent applicable, by the provisions of Paragraph 19 of
said Lease between the City of Clearwater and the Clearwater Youth Rec-
reation Center, Inc. Said insurance policies shall include a .tandar~
waiver of subrogati.on clause against UPARC. Foundation shall':":assess
UPARC and any other similar users 01 the Project for-their pro rata and
equitable share of such insurance premium, as determined fromtime...to
time by the Board of Trustees, and UPARC shall be named as an addi-
tional insured on all said policies. -. ..-~--.__._-- ----.- - I
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(a) UPARC shall at all times and at its cost maintain public li-
ability insurance on the Premises with a combined single-limit of at
least $1,000,000.00 for personal injury, death, and property damage.
Said public liability policies shall carry both the names of Foundation
and UPARC a5 the named insured as their respective interests may appear
and UPARC shall provide Foundation with a copy thereof at commencement
of construction and upon request from Foundation, it shall exhibit re-
ceipts showing payment of premiums. Such policies shall further pro-
vide that thE insurer shall not cancel, alter or allow expiration or
other termination thereof without at least twenty (20) days prior '~r.it-
ten notice from such insurer to Foundation.
(b) UP ARC shall at all times and at its expense maintain insur-
ance against loss by fire and other casualty with extended coverage on
its furniture, fi:<tures, inventory, equipment, supplies and personal
property located in the Premises, and said policies shall include a
standard waiver of subrogation clause against Foundation.
10. Pavment of Taxes. UPARC shall pay its pro rata or equitable
share of any federal, state and local taxes and special assessments
which may be levied on the Premises and any improvements placed
thereon, but it is agreed that the uses herein contemplated serve
proper, public and municipal purposes, and the parties in no way waive
any. exemptions permitted by law.
Q. Insoection. Foundation, upon giving reasonable notice to UP!~RC.
shall have the right to insp~ct the premises at all reasonable times.
12. Care of Premises. UPARC will, at its expense, keep the interior
of the Premises in good repair and condition during the term of this
Use Agreeme~t.- UP ARC will make no alterations, additions or improve-
ments of any kind in or to the Premises without the written approval or
consent of the Board of Trustees of the Foundation, which shall not be
unreasonably withheld. Any such alterations, additions or .improvements
requested by UPARC and approved by the Board of Trustees shall be paid-
for by UPARC. Foundation will maintain the roof, the structural el-
ements, the common bathroom facilities, the common areas of the
Project, the e:<terior of the Project, the parking lot and groundS, and
common plumbing systems in good order and repair.
13. Assianment. UPARC shall not assign this agreement or any of its
rights hereunder without the prior written consent of the Foundation.
Such consent will not be unreasonably withheld.
14. Termination of Aareement. Should this Agreement be terminated
as a result of the termination of said Lease between the City of
Clearwater and Foundation, Foundation hereby covenants and agrees to
compensate UPARC for its pro rata or equitable share of any proceedS
received upon such terminatioM of this Agreement as specified in Para-
graph 25 of the Lease between the City and The Foundation.
15. Comoliance with Laws and Reaulations. UPARC shall comply with
all federal, state, county, and city laws, ordinances, rules and
regulations affecting or respecting the use or occupancy of the pre-
mises by UPARC or the business at any time thereon transacted by UPARC,
and UPARC shall comply with all reasonable rules which may be hereafter
adopted by Foundation for the protection, welfare and orderly manage-'
ment of the Project and its users or occupants.
16. Cleanliness of Premises. UPARC will keep the interior of the
premises clean and will not store any refuse, trash, or hazardous mate-
rials in the Premises or in or around the Project of which the Premises
form a part, other than in the refuse containers provided by Founda-
tion. --. .....,....-
17. Redeliv~rv of Premises. UPARC shall, on the expiration of this
Agreement, deliver up the Premises in as good order and condition as it
now is or may be put by Foundation, reasonable use and ordinary wear
and tear thereof and damage by fire or other unavoidable casualty, con-
demnation or appropriation excepted, and UPARC shall promptly surrender
all keys to the PremIses to Foundation.
18. Validity. It is understood and agreed that in the event any
provision of this agreement shall be adjudged, decreed, held, or ruled
to be invalid, such portion shall be deemed severable, and it shall not
invalidate or impair the agreement as a whole or any other provisions
t.
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of this Agreement.
19. Successors and Assions. This Agreement and all provisions, cov-
enants and conditions thereof shall be binding upon and inure to the
benefi~s.of the heirs, legal representatives, successors, and assigns
of the parties hereto.
20. Survival. This Agreement shall remain in full force and effect
and shall survive any merger or consolidation of Foundation with any
other entity, or any merger or consolidation of UPARC with any other
entity. If Foundation or UPARC should so merge or consolidate with an-
other entity during the term of this Agreement, such merger or con-
solidation shall not be deemed to constitute a default hereunder, and
the resulting entity shall succeed to all the respective rights, duties
and obligations of Foundation or UPARC under this Agreement.
Should the Center Foundation cease to exist or become, incapable of op-
erating The Project, without. as!lignment~ to" anvapproved' succe9sor," UPARC, '''~^'.l"""""""t~..;~.,{..."..,..,..~..;:""",jl
shall have a right of first refusal to succeed to the interest of The
Center Foundation according to UPARC.s use of the premises upon the
same terms and conditions as set forth in the Lease with the City of
Clearwater.
21. Entire Aoreement. This Use Agreement and the exhibits attached
hereto constitute the entire agreement between the parties and super-
sede all prior agreements. No waivers, modifications, additions, or ad-
denda to this Agreement shall be valid unless in writing and signed by
both Foundation and UPARC. -
22. Governino Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
23. Arbitration of Controversy. All controver.sies, claims, disputes
concerning the construction, performance or breach of this or any other
agreement between the parties, whether entered into prior or subsequent
to the date of this agreement shall upon demand and notice by either
party be determined by arbitration in accordance with the rules of the
American Arbitration Association. The award of the arbitrators or a
majority of them shall be final.
24. Recordino. This Use Agreement shall not be recorded; however, a
short-form Agreement reflecting the parties hereto, the commencement
date and term of this Agreement, and a description of the real property
upon which the Project is located shall be recorded in the Public
Records of Pinellas County, Florida.
25. Noti~ Any notices provided for hereunder shall be sent by
certified mail, return receipt requested, to the Foundation, c/o Ex-
ecutive Director, 2037 Gulf-to-Bay Boulevard, Suite "A", Clearwater,
Florida 34625, and to UPARC, 2199 Calumet, Clearwater, Florida 34625,
or to such other address as either party by written notice to the other
may direct.
IN WITNESS WHEREOF, the undersigned parties have set their hands and
seal the day and year first above written.
W!J;;:~ d-- :~ >
THE CENTER FOUNDATION, INC.
By:;;UdUl"d ~ ~~K-/
President
"FOUNDATION"
THE
FOR
UPPER PINELLAS ASSOCIATION
~~
President
By:
(!/J/lt!Lj^/ f)o-r~~
"UPARC"
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EXHIBIT D
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USE AGREEMENT
~IS AGREEMENT, is made and entered into this ~~ day of
I~ZIL , 1990, by and between THE CENTER FOUNDATION,
INC., a Florida nonprofit corporation, whose address is 1501
North Belcher Road, Clearwater, Florida 34625 (hereinafter
referred to as "Foundation"), and the city of Safety Harbor,
Florida, whose address is Florida (hereinafter referred to as
"SHF").
WHEREAS, Foundation is a nonprofit corporation developing
recreational and educational facilities (hereinafter referred to
as the "Project") on real property owned by the city of
Clearwater and being leased to the Clearwater Youth Recreation
Center, Inc., now known as The Center Foundation. Inc., under
that certain- Lease Agreement dated December 19, 1986 (hereinafter
referred to as the "Lease"), a copy of which is attached hereto
as Exhibit "A" and incorporated herein by reference: and
WHEREAS, SHF desires to use a portion of the Project to
establish an office and to provide educational, recreational, and
other services to its citizens and their families: and
WHEREAS, Foundation finds that such use of the property is
for a proper public purpose: and
WHEREAS, Foundation has established a construction fund for
the purpose of generating monies to construct the Project and its
improvements: and
WHEREAS, SHF agrees to invest in the Project by making a
contribution to such construction fund of certain monies to be
used for construction of the Project and its improvements, as
more specifically described hereinafter.
NOW, THEREFORE, in consideration of the premises and of the
fai thful performance by each of the parties of the covenants and ...
agreements between each other made, it is mutually agreed between,;
the parties hereto as follows: ,-
1. Recitals. The above recitals are true and correct and
incorporated herein by reference.
2. Premises and User Fee. For and in consideration of the
sum of One Dollar ($1.00) per year, and other good and valuable
consideration to it in hand paid by SHF, the receipt and
sufficiency of which are hereby acknowledged, Foundation does
hereby grant and assign to SHF the exclusive use of approximately
400 square feet of the Project, which shall consist of three (3)
offices, as more particularly described and depicted on Exhibit
"B" attached hereto and incorporated herein by reference
(hereinafter referred to as the "Premises").
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3. Term. The term of this Agreement shall commence on
the date SHF takes occupancy of the Premises, and shall continue
for a period consistent and concurrent with the term of the Lease,
as the same is extended from time to time in accordance with
Paragraph 2 of the same. Should this Agreement be terminated as a
result of the termination of the Lease for any reason, Foundation
hereby covenants and agrees to compensate SHF for its pro rata and
equi table share of any proceeds recei ved upon such terminat ion of',
this Agreement, if any but in no event less than $375,OOO.OO~plus
1/6th of the unrestricted endowment unless SHF continuesto,enjoy",,,,,.,, "'i:>.
the rights contained herein under the same terms and conditions
herein.
4. Use of premises by SHF. SHF shall use the Premises to
provide educational and re~reational services, and othe.r oppor-
tunities and services to its citizens. .SHF shall make no unlawful,'""
improper, or offensive use of the Premises, nor permit its use in,>'~",
any way to become a nuisance. SHF's use of and access to (and its
citizen's use of and access to) the Premises and the facilities of
the Project, including parking spaces, shall enjoy the same
superiority as that enjoyed by Clearwater for Youth, UPARC,~the
City of Clearwater Parks and Recreation Department, and YWCA
(hereinafter referred to as the "Other Sponsors" or "Sponsoring
Agencies"). Any resident or member of a Sponsoring Agency shall be
entitled to participate in a sponsored activity of another .
Sponsoring Agency for the same fee as that charged of members or
residents of the Sponsoring Agency, so long as there .is unfilled.'
space in the sponsored activity. SHF shall be charged ona"pro
rata basis for the use of the facilities of the Project and~such.
charges shall be consistent with and in proportion to those 'charged
by the Founda t ion to the Other Sponsors, and shall be subject'to ..'
the same rules, regulations, and policies as imposed on' the~Other'
Sponsors.
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5. Contribution to Construction Fund. To provide funds
for the construction of the Project, SHF hereby covenants and
agrees to contribute to the construction fund, Three Hundred
Seventy-Five Thousand and No/IOOth Dollars ($375,000.00). Said
contribution (the "SHF Contribution") shall be made within
fifteen (15) days after the issuance of the Certificate.of
Occupancy for the Project by the appropriate governmental agency.
6. Operating Expenses. SHF shall be responsible for .
paying its pro rata and equitable share' of the operating expenses
of the premises not to exceed Seven Thousand Two Hundred Dollars
and No/IOOths ($7,200.00) during the first year of the term
hereof, payable in equal monthly installments of Six Hundred and .;~
No/IOO ths Dollars ($600.00). The opera ting expenses. may. include 'ii.",,;;.,.;
but shall not be limited to, utilities (exclusive of telephone ~.
services), insurance, janitorial service, grounds maintenance,
waste removal, water, sewer, replacement costs of capital
improvements, and common area maintenance. SHF's paymenf of its
pro rata share of the operating expenses of the Premises may be
increased or decreased on an annual basisconsistentwith.an~in ,"
proportion wi th " the annual increases'c6r'~'dec'ri'e~s'es~ch~lrge(r~~-t'O*iifne"t*~
Other Sponsors. The Board of Trustees of the Foundation shall
determine and levy the assessments for the operating expenses.
, > ~ :-..,',
-i:-..'_, ~,'.." ',r:. -; ~:.: t.,;_.~, " . ",..
':', -'.1 :,~"..,'<..- ~.;
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7. Maintenance. Foundation shall maintain and keep in
good condition and repair any and all interior systems, fixtures,
equipment, and machinery servicing the Premises, including, but
not limited to, all mechanical and electrical systems and
equipment, plumbing systems, water-heating systems, and heating
and air-conditioning systems. Foundation shall also keep and
maintain the bathroom facilities in the Project, the cornmon areas
of the Project, the parking lot and grounds of the Project, and
the foundation and structural portions of the Project in good
condition and repair, including the exterior masonry walls and
the roof of the Project. Notwithstanding anything contained
herein to the contrary, SHF shall be responsible for providing at
its own expense, any equipment, fixtures, machinery, or other
goods and effects .needed and utilized by it in its daily ':!'~~~1AR;Vk
operations and instruction of its citizens in the Premises, and
shall also be responsible.for paying the cost of maintaining,
installing, and repairing any and all such equipment, fixtures,
machinery, and other goods and effects.
8. .SHF's Fixtures. At the termination of this Agreement,
SHF shall, if not in default hereunder and if no damage will
result to the Premises thereby, remove its detachable fixtures,
equipment, machinery, goods and effects, and those of all persons
claiming by, through, or under it, and shal10surrender the
Premises and all improvements thereto in good order, repair, and
condition, reasonable wear and tear excepted, to Foundation or
its successors or assigns. Any permanently-installed fixtures,
alterations, or improvements shall be deemed real property, and
at the option of Foundation, shall remain the property of
Foundation at all times during and after the term hereof. In the
event Foundation permits SHF to remove any such permanently-
installed fixtures, alterations, or improvements, and any damage
to the Premises results from such removal, SHF shall repair such
damage at its own expense, and shall restore the Premises to the
same repair and condition as when SHF took possession thereof,
reasonable wear and tear excepted.
9. Telephone Service. Foundation shall be responsible for
bringing telephone service to the Project, and SHF shall be
responsible for securing telephone service to the Premises. SHF
shall also be responsible for making monthly payment theref9r
directly to the service provider.
10. Capital Improvements. Should SHF desire to make any
capital improvements to or expansion of the Premises, SHF shall
first secure the written approval of the Board of Trustees of the
Foundation for any or all such improvements, which approval shall
not be unreasonably withheld.
11. Insurance. Foundation shall keep the Project insured
as required, to the extent applicable, by the provisions of.
Paragraph 19 of the Lease. Said insurance policies shall include
a standard waiver of subrogation clause against SHF and shall
name as an additional insured thereunder.
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SHF shall at all times and at its cost maintain public
liability insurance on the Premises with a combined single-limit
of at least $1,000,000.00 for personal injury, death, and
property damage, which insurance requirement may be increased
from time to time at the direction of the Board of Trustees of
Foundation. Said public liability policies shall carry both the
names of Foundation and SHF as the named insureds as their
respective interests may appear, and SHF shall provide Foundation
with a copy thereof upon taking occupancy of the Premises and,
upon request from Foundation, it shall exhibit receipts showing
payment of premiums. Such policies shall further provide that
the insurer shall not cancel, alter or allow expiration or other
termination thereof without at least twenty (20) days prior
written notice from such insurer to Foundation.
,f
SHF shall at all times and at its expense maintain' insurance
against loss by fire and other casualty with extended coverage on
its furniture, 'fixtures, inventory, eqUipment, supplies and
personal property located in the Premises, and said policies
shall include a standard waiver of subrogation clause against
Foundation.
":;,,;/,, "___._.,''
12. Inspection. Foundation, upon giving reasonable nptice
to SHF, shall have the right to inspect the Premises at all
reasonable times.
: "-:'~~!!';''t,~~.:~~-.:;t:';;
13. Assiqnment. SHF shall not assign this Agreement or any
of its rights hereunder without the prior written consent of the
Foundation, which consent will not be unreasonably withheld. If
Foundation consents to any such assignment, SHF shall only be
permitted to assign this Agreement or its rights hereunder to
another organization or entity whose mission and purpose are
consistent and not in conflict with those of SHF.
14. Compliance with Laws and Requlations. SHF shall comply
with all federal, state, county, and city laws, ordinances, rules
and regulations affecting or respecting the use or occupancy of
the Premises by SHF or the business at any time thereon
transacted by SHF, and SHF shall comply with all reasonable rules
which may be hereafter adopted by Foundation for the protection,
welfare and orderly management of the Project and its users or
occupants.
15. Cleanliness of Premises. SHF will keep the interior of
the Premises clean and will not store any refuse, trash, or
hazardous materials in the Premises or in or around the Project
of which the Premises form a part, other than in the refuse
containers provided by Foundation.
','
'16. Redeliverv of Premises. SHF shall, on the expiration
of this Agreement, deliver up the Premises in as good order and
condition as it now is or may be put by Foundation, reasonable
use and ordinary wear and tear thereof and damage by fire or
~, ,
I
I
other unavoidable casualty, condemnation or appropriation
excepted, and SHF shall promptly surrender all keys to the
Premises to Foundation.
17. Representation on Board of Trustees. Foundation hereby
grants SHF voting representation on the Board of Trustees of The
Center Foundation, Inc., equal to the voting representation
enjoyed thereon by the Other Sponsors. '
18. Siqnaqe. Foundation hereby grants SHF the right~o
have its corporate sign on Belcher Road as'a part of The Center's
signage. SHF shall be permitted signage of equal quality, size,
distinction, and exposure as the Other Sponsors. In addition to
signage on Belcher Road, Foundation hereby grants SHF signage in
The Center's main.entrance/courtyard area, and on all doors and
entrances to the Premises. Allsignage must be in accordance
with local ordinances, rUles, and regulation.
19. Validity. It is understood and agreed that in the'
event any provision of this Agreement shall be adjudged, decreed,
held, or ruled to be invalid, such portion shall be deemed
severable, and it shall not invalidate o~ impair the agreement as
a whole or any other provisions of this Agreement.
20. Successors and Assiqns. This Agreement and all
provisions, covenants and conditions thereof shall be binding
upon and inure to the benefit of the heirs, legal represent-
atives, successors, and assigns of the parties hereto.
21. Survival. This Agreement shall remain in full force
and effect and shall survive any merger or consolidation of
Foundation with any other entity, or any merger or consolidation
of SHF with any other entity. If Foundation or SHF should so
merge or consolidate with another entity during the term of this
Agreement, such merger or consolidation shall not be deemed to
constitute a default hereunder, and the resulting entity shall
succeed to all the respective rights, duties and obligations of
Foundation or SHF under this Agreement.
22. Entire Aqreement. This Use Agreement and the exhibits
attached hereto constitute the entire agreement between the
parties and supersede all prior agreements. No waivers,
modifications, additions, or addenda to this Agreement shall be
valid unless in writing and signed by both Foundation and SHF.
23. Governinq Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
24. Arbitration of Controversy. All controversies, claims,
disputes concerning the construction, performance or breach of
this or any other agreement between the parties hereto, whether
entered into prior or subsequent to the date of this Agreement,
shall upon demand and notice by either party, be determined by
arbitration in accordance with the rules of the American
.' .
"
I
I
Arbitration Association. The decision of the arbitrators or a
majority of them shall be final.
25. Recording. This Use Agreement may be recorded; or a
short-form Agreement reflecting the parties hereto, the commen-
cement date and term of this Agreement, and a description of the
real property upon which the Project is located may be recorded in
the Public Records of Pinellas County, Florida.
26. Notices. Any notices provided for hereunder shall be
sent by certified mail, return receipt requested, to the
Foundation, c/o Executive Director, 1501 North Belcher Road,
Clearwater, Florida, 34625, and to SHF, c/o City Manager, Safety
Harbor, Florida, 34695, or to such other address as either party by
written notice to the other may direct.
27. Attorneys' Fees. Should it become necessary for
either party to enforce this Use Agreement by legal process,
including arbitration proceedings, all costs of such proceedings,
including reasonable attorneys' fees through and including any
appellate proceedings, shall be borne by the non-prevailing party';"'%"'"
IN WITNESS WHEREOF, the undersigned parties have set their
hands and seals the day and year first above written.
.~~ .~..~ .'.'~ . '.< :-;r
Witnesses:
THE CENTER FOUNDATION, INC.
'--
"FOUNDATION"
CITY OF SAFETY HARBOR, FLORIDA
By:
"- ,'"
ssioner
C6'7h7~~~
ATTEST:
tll' ~~
~ Robet:t . Hoskins,
Ci ty Attorney
III,
ir4C40 ~d~
Deputy Ci ty ,Clerk
"SHF"
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,
!
STATE OF FLORIDA
)
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)
COUNTY OF PINELLAS
, .
I hereby certify that on this day, before me, an officer
duly authorized in the State aforesaid and in the County aforesaid
to take acknowledgments, personally appeared Frederick E. Fisher,
Chairman, Center Foundation, to me known to be the person described
in and who executed the foregoing instrument and he acknowledged '
before me that he executed the same.
WITNESS 'my hand and official seal in A~.:tk 94/uk7,"+r;l~,'''''
pinellas County, Florida, this :?..5~day of April~O. ' ,'" " "
"
~l~
My Commission Expires:
NOTARY PUBLIC STATE OF FLORIDA
~Y COMMI3SI0~ Ec? ~^" 31,lg91
GONGED lr:~:.J GEi;E;:"~_ HiS.. lam.
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STATE OF FLORIDA
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COUNTY OF PINELLAS
I hereby certify that on this day, before me, an officer "
duly authorized in the State aforesaid and inthe''4~,q.';m'~\YRa,f,();r;e~e;~.d.:.'i''
to take acknowledgments, personally appearedI1R7./-/~,.e Z~u/,ue? ",' _, ',.'
:J'GJ1N J, .Dow.ues , City of Safety Harbor, to me ,known to be '
the personsdescribed in and who executed the foregoing instrumen
andfhejaCknowledged before me thatfheyexecuted the same.
WITNESS my ~and and official seal in ~Afe~~~/C0e
Pinellas County, Florida, this ~&,~ day of -April, 1990.",
'".."-A".;;;;",.,, ;',. .
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My Commission Expires:
f Florida
Notary Public, s~ate ~ 30. 1993
My commission WWiS
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