FIVE YEAR LEASE AGREEMENT
LEASE AGREEMENT
THIS LEASE AGREEMENT, entered into this ~ay of ~,.,.2\l ,2005, between the
CITY OF CLEARWATER, FLORIDA, a Florida municipal corporati n of the State of Florida, as
"Lessor" or "City", and CLEARWATER FOR YOUTH, INC., a Florida not-for-profit corporation, as
"Lessee" or "CFY" (each referred to individually herein as "Party" or collectively as the "Parties").
WHEREAS, it has been determined to be highly desirable to provide financial support to
various City co-sponsored youth athletic programs and organizations ("City_ Co-Sponsored
Organizations" or "City Co-Sponsored Programs"), and to that end, Lessor continues to partner and
enter into agreements with various organizations as a means to help young people, adults and
families; and,
WHEREAS, Lessee has a long standing history of providing youth sport programming
operations and financial assistance within the City of Clearwater; and,
WHEREAS, through its the Board of Directors, Lessee organized The Long Center
Foundation, a Florida Non-Profit Corporation, in 1986 (the "Foundation", formerly the "Center
Foundation") for the purpose of planning, building and endowing the unique 150,000 square foot $15
million recreational and educational facility known as The Long Center for, among other things, to
provide Lessee with permanent office facilities and to augment their recreational sports mission; and
WHEREAS, the Board of Directors of Lessee also organized The Long Center, Inc., a Florida
Non-Profit Corporation in 1990 for the purpose of owning and managing The Long Center; and
WHEREAS, the Boards of Directors of both the Foundation and The Long Center, Inc.,
through an agreement with the Lessor ("Transfer Agreement") transferred the facility and all of its
interest in furniture, fixtures and equipment to the Lessor on October 1, 2003, in consideration of the
Lessor taking responsibility for the operation and management of the facility using Lessor resources,
with the exception of a annual subsidy to be provided by the Foundation; and
WHEREAS, as a result of the Transfer Agreement, the Lessor currently owns the Long Center,
("Center"), located at 1501 North Belcher Road, Clearwater, Florida; and
WHEREAS, in addition to transferring ownership of the Long Center building, the Transfer
Agreement stated that the Parties would enter into an agreement replacing a former Lease
Agreement which would provide Clearwater For Youth with office space and use of the facility, said
Agreement to be revised only as mutually agreed upon; and
WHEREAS, the Board of Directors of the Lessee desires to continue to provide financial
support to athletic programs including City Co-sponsored Organizations and Programs, and
specifically Clearwater For Youth Programs as a City Co-Sponsored Program, and is agreeable to
entering into this Lease in accordance with the Transfer Agreement, as amended.
NOW THEREFORE, the parties agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are incorporated in and
form a part of this agreement.
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2. LEASE PROPERTY.
That the Lessor does lease to the Lessee the following premises: office space consisting
of approximately 237 square feet within the Long Center facility. Lessee shall have exclusive
use of the office space. In addition, Lessee shall be permitted use of the Long Center common
facilities and services as further described herein, for purposes defined herein. The Lessee
hereby agrees that such use of common facilities and services is subject to use preference as
determined by the Lessor in its sole discretion or as otherwise defined hereunder.
Such property shall hereinafter be referred to as the "leased premises", "demised premises" or
the "leased property. II
3. LEASE TERM.
The term of this lease shall be for 5 year(s); which term shall commence on the 1st day of
February 2005, and shall continue until midnight on the 31st day of January 2010 ("Initial Term").
This Lease shall automatically renew for five (5) successive five (5) year periods unless notification of
termination is provided, in writing, by the terminating Party sixty (60) days prior to the end of the then
current term, as termination is provided for hereunder. However, nothing in this Lease shall be
deemed a waiver by the Lessor of its right to cancel or not to renew this Lease as otherwise provided
herein. The expression "term hereof" refers to the initial term hereunder and to any extension in
accordance with the Lease terms herein.
4. RENT.
The Lessee agrees to pay and the Lessor agrees to accept the total sum of One Dollar ($1.00)
as rent during the initial term of this lease, and for each renewal period, the receipt of which is hereby
acknowledged. In further consideration of Lessor entering into this lease with Lessee, Lessee
covenants with Lessor that Lessee shall contribute an additional One Hundred Thousand Dollars
during the Initial Term and One Hundred Thousand Dollars ($100,000) for each five year extension
thereof, to support various City Co-Sponsored Organizations ("Co-Sponsorship Contributions"). For
purposes of this Lease, a Lessor Co-Sponsored Organization is defined as an organization that has a
cl..jrrent, effective Co-Sponsorship Agreement with the Lessor or in the future meets Lessor
requirements to become a new Co-Sponsored Organization. Lessee's failure to timely contribute the
Co-Sponsorship Contributions during the Lease Term shall be deemed a material default, subject to
provisions of Paragraph 20, DEFAULT; REMEDIES; TERMINATION BY LESSOR.
5. CO-SPONSORSHIP CONTRIBUTIONS.
Types of financial support to be given as Co-Sponsorship Contributions include, but are not
limited to: (1) Participant scholarship support; (2) Matching grant support for City Co-Sponsored
Organization or individual participants ("Participant" or "Participants") in City Co-Sponsored
Organizations, competing at the state or national level; (3) Matching grant support to City Co-
Sponsored Organizations for facility improvement.
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6. LESSOR IN KIND SERVICES.
The Lessor agrees to provide maintenance of all major capital components of the leased
premises including air conditioners, roof, painting, plumbing, and electrical, as well as all custodial
maintenance for the portion of the Center to be used by the Lessee. In addition, Lessor will provide
all utilities necessary for the operation of the Lessee's office, as well as clerical support and use of
support equipment' (e.g., copy and fax machine) in the operation of official Clearwater For Youth
business. Said clerical and equipment support shall be provided only for services benefiting City Co-
Sponsored Programs and shall be subject to City's discretion.
The Lessor shall not make any monetary contributions as a part of this agreement, however, in
addition to the use of the Center by the Lessee, the Lessor agrees to help direct potential
contributions of third parties and sponsorship solicitations to the Lessee, to help fund City Co-
Sponsored Organizations as contemplated hereunder. The Lessor also agrees to provide assistance,
subject to applicable law and policies of the Lessor, in developing a capital campaign program, similar
to a "Pennies for Parks" program (as operated by Pinellas County), whereby financial resources are
contributed to athletic sponsorships and programs via various sources such as through public
contributions on utility bills.
7. CLEARWATER FOR YOUTH PROGRAMS AND USE OF FACILITY.
(a) Lessee Programs. All current Lessee programs, including, but not limited to, the
Junior Tornado Football program, will become City Co-sponsored Programs and will execute a City
of Clearwater Sports and Program Co-Sponsored Agreement, enjoying all rights therein. Said
program shall receive financial support under this Agreement comparable to support provided for all
City Co-sponsored Programs. The Junior Tornado Football program will enjoy use of the facilities at
the Long Center, as they traditionally have and its City Co-sponsored Agreement shall be annually
renewed unless terminated as provided therein.
(b) Rules for Use. Rules and regulations applicable to and governing the use of the
Center by Lessee may be established by the Lessee, providing said rules and regulations are not in
conflict or inconsistent with the ordinances, policies or operating rules of the Lessor, the Center, or
this Agreement.
(c) General Adherence to City Ordinances. Notwithstanding any limitations implied by
the provisions above, the Lessee promises to comply with all statutes, ordinances, rules, orders,
regulations, and requirements of federal, state, county and City governments and their respective
agencies applicable to the use and occupancy of the premises. Lessee will save Lessor harmless
from fines, penalties, costs, expenses, or damage resulting from Lessee's failure to observe and
perform the undertakings contained in this section.
(d) No Unlawful Use. The Lessee promises and agrees that it will make or allow no
unlawful, improper or offensive use of the premises. Further, the Lessee understands and agrees
that this provision specifically prohibits, among other acts, the sale, consumption or use of alcoholic
beverages or controlled substances anywhere in, on or around the Center and those adjacent areas
used by the Lessee.
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(e) Signage. The Lessee shall have an identification sign in the Center at the main
entrance, according to the Clearwater City Code and procedures and with approval from the
Lessor.
8. Payment of Fees and Taxes. The Lessee shall obtain all required licenses at its own
expense and shall be responsible for all personal property taxes as may be assessed against the
leased premises during the lease term, and shall promptly pay same when due.
9. Scheduled Reports of Lessee Activities:
(a) The Lessee shall furnish the City Parks and Recreation Department with an annual
report of activities conducted and financial support distributed to Co-Sponsored Organizations or
Participants under the provisions of this agreement within 60 days of the end of the Lessee's fiscal
year. Each report is to identify the amount of support provided, number of clients served, the type of
activities, projects and programs funded.
10. CREATION, USE, AND MAINTENANCE OF FINANCIAL RECORDS:
a) Creation of Records: Lessee shall create and maintain financial and accounting
records, books, documents, policies, practices, procedures and any information necessary to reflect
fully the financial activities of the Lessee. Such records shall be available and accessible at all times
for inspection, review, or audit by authorized Lessor representatives. Records must be made
available in accordance with applicable law.
11. ASSIGNMENT OR SUBLEASE.
This Lease may not be assigned by the Lessee. Any attempted assignment of the rights and
obligations provided for herein shall be of no force or effect and shall upon such attempted
assignment or transfer, render this Lease null and void.
12. ALTERATIONS AND IMPROVEMENTS.
Any modifications or improvements to any portion of the Center to be used by the Lessee
hereunder, must be approved in advance by the Parks and Recreation Director, to the extent that the
Parks and Recreation Director has the authority to so approve, or by the Clearwater City Council.
Any improvements shall become the property of the Lessor upon expiration or termination of this
Agreement.
13. RISK OF LOSS.
All personal property placed or moved in the premises shall be at the risk of the Lessee or
owner thereof. The Lessor shall not be responsible or liable to the Lessee for any loss or damage that
may be occasioned by or through the acts or omissions of persons occupying the premises or
adjoining premises or any part of the premises adjacent to or connected with the premises hereby
leased or any part of the building which the leased premises are a part or for any loss or damage
resulting to the Lessee or its property from bursting, stopped up or leaking water, gas, sewer or steam
pipes unless the same is due to the negligence of the Lessor, its agents, servants or employees.
14. RIGHT OF ENTRY.
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The Lessor, or any of its agents, shall have the right to enter said premises, including the area
designated for the Lessee's exclusive use hereunder during all reasonable hours, to examine the
same to make such repairs, additions or alterations as may be deemed necessary for the safety,
comfort, or preservation thereof. Right of entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations or additions, which do not conform to this Agreement. Lessor
agrees to give reasonable notice to the Lessee before entry to their office area.
15. RESTORING PREMISES TO ORIGINAL CONDITION.
Lessee represents that the premises leased are in good, sanitary and tenantable condition for
use by Lessee. Lessee's acceptance or occupancy of the leased premises shall constitute a
recognition of such condition. Lessee hereby accepts the premises in the condition they are in at the
beginning of this lease and agrees to return the premises to their original condition at the expiration of
the term, excepting only reasonable wearand tear arising from the use thereof under this agreement.
16. INSURANCE.
The Lessee shall independently procure at its own expense and maintain during the term of
this Agreement insurance as shown below:
(a) A Comprehensive General Liability policy covering claims for injuries to persons or
damage to property, which may arise from or in connection with use of the Center premises by the
Lessee including all activities occurring thereon.
(b) Insurance procured in accordance with section 16 (a) shall have a minimum coverage limit of
$500,000.
(c) Lessee shall at all times and at its expense maintain insurance against loss by fire or other
casualty with extended coverage on any furniture, fixtures, inventory, equipment, supplies and
personal property located in and on the premises, if applicable, and said policies shall include a
standard waiver of subrogation against the Lessor.
(d) Worker's Compensation - Coverage to apply for all employees for statutory limits in
compliance with applicable State and Federal laws. In addition, the policy must include Employer's
Liability with a limit of Five-Hundred Thousand Dollars ($500,000.00).
(e) Each insurance policy issued as a requirement of this Agreement shall name the City of
Clearwater as an additional named insured. The coverage shall contain no special limitations on the
scope of protection afforded to the Lessor, its officials, employees, agents or volunteers. The Lessee
shall provide a copy of any or all insurance policies upon request by the Lessor. The Lessee shall
furnish the Lessor with Certificate(s) of Insurance with all endorsements affecting coverage required
by this section. These forms shall be received and approved by the Director of Parks and
Recreation before execution of this Agreement by authorized City officials.
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17. LIABILITY AND INDEMNIFICATION.
The Lessee shall act as an independent contractor and agrees to assume all risks of occupying
the leased premises, or other use of the center as provided for hereunder, and all liability therefore,
and shall defend, indemnify, and hold harmless the Lessor, its officers, agents, and employees from
and against any and all claims of loss, liability, and damages of whatever nature, to persons and
property, including, without limiting the generality of the foregoing, death of any person and loss of the
use of any property, except claims arising from the negligence or willful misconduct of the Lessor or
Lessor's agents or employees. This includes, but is not limited to matters arising out of or claimed to
have been caused by or in any manner related to the Lessee's activities or those of any approved or
unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by
the Lessee in or about the premises whether or not based on negligence. The above indemnification
provision is not intended to apply to losses resulting from use of the facility by City Co-sponsored
groups, which are separate legal entities from CFY, and which have Co-Sponsored Agreements with
the City containing independent insurance and indemnification provisions.
18. NON-DISCRIMINATION:
Notwithstanding any other provisions of this agreement during the term of this agreement, the
Lessee for itself, agents and representatives, as part of the consideration for this agreement, does
covenant and agree that:
(a) Nondiscrimination: Lessee agrees that no person shall, on the grounds of race, sex,
handicap, national origin, religion, marital status or political belief, be excluded from participation in,
denied the benefit(s) of, or be otherwise discriminated against as an employee, volunteer, or client of
the provider, except that programs may designate services for specific client groups as defined by
the program guidelines. Lessee agrees to maintain access to handicapped persons in accordance
with applicable law.
(b) Breach of Nondiscrimination Covenants: In the event of conclusive evidence of a
breach of any of the above non-discrimination covenants, the Lessor shall have the right to terminate
this agreement immediately upon the giving of notice, as the giving of notice is required herein.
19. SUBORDINATION.
This lease and the rights of the Lessee hereunder are hereby made subject and subordinate to
all bona fide mortgages or other instruments of security now or hereafter placed upon the said
premises by the Lessor provided, however, that such mortgages and other instruments of security will
not cover the equipment and furniture or furnishings on the premises owned by the Lessee. The
Lessee further agrees to execute any instrument of subordination, which might be required by
mortgagee of the Lessor.
20. DEFAULT; REMEDIES; TERMINATION BY LESSOR.
For Cause: Failure to adhere to any of the provisions of this Agreement by the Lessee shall
constitute cause for termination. Such termination shall be noticed in writing and the Lessee shall
have 30 days to remedy the default.
For Municipal Purpose: In addition to the right to terminate for cause, the Lessor may
terminate this Agreement in the event it determines that the Leased Premises is required for any
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other municipal purposes by giving sixty (60) days written notice of such intended use, following
which this Agreement shall terminate in every respect, and both parties shall be relieved of any
further obligations hereunder, except that Lessee shall be responsible for full payment of all costs and
expenses resulting from the operation of the Leased Premises which remain unsatisfied, together
with any other monies due in accordance with this Agreement, pro rata to the date of termination.
In the event of termination in accordance with a municipal need as described herein, the Lessor
represents that it will make its best effort to make available to the Lessee, facilities comparable to that
currently enjoyed by the Lessee in exchange for comparable financial support.
Additonally, the Parties hereto acknowledge that that certain Agreement between the City, The
Long Center Foundation and Pinellas Community Center, Inc., dated October 1,2003 (the "Transfer
Agreement"), which transferred title to the Long Center building, among other things, contemplated
that the Lessor (City) would enter into a lease agreement with Clearwater For Youth. The new lease
was to contain the same terms and conditions of the lease agreement between the Foundation and
CFY, that existed at the inception of the Transfer Agreement (the "Original CFY Lease"), unless the
City and CFY agree to revised terms. The Parties have mutually agreed to amend those terms and
conditions to provide additonal benefits to CFY under this Lease, in exchange for an additional
contribution of One Hundred Thousand dollars ($100,000) every five years, to City Co-sponsored
athletic groups. In addition, the Transfer Agreement shall be amended concurrently to state that in
the event this Lease is terminated for other than cause, and the City fails to provide comparable
facilities to CFY at the Long Center, the Two-Hundred Thousand dollar ($200,000) annual subsidy
provided by the Foundation under the Transfer Agreement, shall terminate.
21. ARBITRATION OF CONTROVERSY
Any controversy or claim arising out of or relating to this agreement, or the breach of this
agreement, shall be settled by arbitration in accordance with the commercial arbitration rules of the
American Arbitration Association, and judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.
We further agree that any such controversy or claim shall be submitted to three arbitrators
selected from the panels of arbitrators of the American Arbitration Association. There shall be three
arbitrators, one named by each of the Parties within twenty (20) days after the demand for arbitration
is made and a third to be chosen by the two named. Should either party refuse of fail to join in the
appointment of the arbitrators, the arbitrators shall be appointed in accordance with the provisions of
the commercial arbitration rules. Costs resulting from arbitration shall be divided evenly between the
Parties.
22. MISCEllANEOUS.
(a) This contract shall bind the Lessor and its assigns or successors, and the Lessee and
assigns and successors of the Lessee, as permitted hereunder.
(b) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein.
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(c) The rights of the Lessor under the foregoing shall be cumulative, and failure on the part of
the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said
rights.
(d) It is understood that no representations or promises shall be binding on the parties hereto
except those representations and promises contained herein or in some future writing signed by the
party making such representations or promises.
23. RADON GAS NOTIFICATION, AS REQUIRED BY FLORIDA STATUTE 404.056(8) IS TO BE
INSERTED IN ALL CONTRACTS FOR SALE, PURCHASE OR RENTAL OF REAL
PROPERTY.
Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, 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 radon testing may be obtained from your county health unit.
24. NOTICE
Any notice required or permitted to be given by the provisions of this Agreement shall be conclusively
deemed to have been received by a party hereto on the date it is hand-delivered to such party at the
address indicated below (or at such other address as such party shall specify to the other party in
writing), or if sent by registered or certified mail (postage prepaid), when actually received or on the
fifth (5th) business day after the day on which such notice is mailed and properly addressed,
whichever is earlier.
(a) If to Lessor, addressed to Parks and Recreation Director, P.O Box 4748, Clearwater, FL
33758.
(b) If to Lessee, addressed to Clearwater for Youth, 1501 North Belcher Road, Suite 236,
Clearwater, FL 33765.
25. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall In nowise affect the
remaining provisions and portions hereof.
26. CAPTIONS.
The paragraph captions used throughout this lease are for the purpose of reference only and
are not to be considered in the construction of this lease or in the interpretation of the rights or
obligations of the parties hereto.
27. NO HAZARDOUS MATERIALS.
The Lessee herewith covenants and agrees that no hazardous materials, hazardous waste, or
other hazardous substances will be used, handled, stored or otherwise placed upon the property or,
in the alternative, that such materials, wastes or substances may be located on the property, only
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upon the prior written consent of the Lessor hereunder, and only in strict accord and compliance with
any and all applicable state and federal'aws and ordinances. In the event such materials are utilized,
handled, stored or otherwise placed upon the property, Lessee expressly herewith agrees to
indemnify and hold Lessor harmless from any and all costs incurred by Lessor or damages as may be
assessed against Lessor in connection with or otherwise relating to said hazardous materials, wastes
or substances at anytime, without regard to the term of this lease. This provision shall specifically
survive the termination hereof.
28. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then the
parties agree that each party shall bear its own attorney fees and costs.
29. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract; any action brought by either party
shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
AS TO LESSEE:
CLEA~WATl;R. :OR ~:UT; .,
By: -i/Z /~
Charles "Trip" W ver, President
By:
AS TO LESSOR:
Countersigned:
CITY OF CLEARWATER, FLORIDA
~~ j< ./I#~
~nk V. Hibbard, Mayor
By:&jl~~"7r
William B. Horne II, City Manager
Approved as to form:
Attest: .
ski, Assistant City Attorney
Laura Li
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ACKNOWLEGMENT OF THE
LONG CENTER FOUNDATION ON
BEHALF OF ITSELF AND THE FOLLOWING
ENDOWMENTS:
FISHER ENDOWMENT
SUNSHINE PLA YGOUND ENDOWMENT
F'NANCIAL STABILITY ENDOWMENT
LONG CENTER ENDOWMENT
H.E. "Z'P" LONG ENDOWMENT
By:~:i5;;4~
Printed Name: ;::";f€/)Ul! {"Ie F;?ls II!::,-/?
LONG CENTER FOUNDATION, INC.
Attest:
By:
Printed
Attest:
By:
Printed Name:
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