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CONTRACT FOR PURCHASE OF REAL PROPERTYCONTRACT FOR PURCHASE OF REAL PROPERTY BY THE CITY OF CLEARWATER, FLORIDA PARTIES: CLEARWATER COUNTRY CLUB MANAGEMENT, INC., a Florida not-for-profit corporation, hereinafter referred to as "Seller', whose address is 525 Betty Lane North, Clearwater, Florida 33755, and the CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida (herein "Buyer' or "City") of P. O. Box 4748, Clearwater, Florida 33758-4748, (collectively "Parties") hereby agree that the Seller shall sell and Buyer shall buy the following real property ("Real Property') upon the following terms and conditions. 1. PROPERTY DESCRIPTION (Pinellas County Parcel I. D. No. 10-29-15-00000-440-0100) LEGAL DESCRIPTION: A portion of the SE'/4 of Section 10, Township 29 South, Range 15 Pinellas County, Florida, more particularly described as follows: BEGIN at the intersection of the centerline of Seaboard Airline Railway Co. and Betty Lane as shown on plat of COUNTRY CLUB ADDITION, as recorded in Plat Book 7, Page 36, Pinellas County Records, and run thence along said Seaboard Airline Railway Co. centerline and a curve to the left, chord bearing N 80°43'37" E, 339.12 ft.; THENCE along said centerline N 77°35'57" E, 63.44 ft. for a POB: THENCE S 06°33'43" E, 537.60 ft.; THENCE S 51 °4623" E, 48.51 ft.; THENCE N 65°05'07" E, 311.39 ft.; THENCE N 21 °20'48" E, 610.59 ft. to the centerline of said Seaboard Airline Railway Co., THENCE along a curve to the right and said line, chord bearing S 76°2557" W, 136.83 ft.; THENCE S 77°35'57" W along said centerline, 482.48 ft. to the POB, LESS Seaboard Airline Railway Co. right - of-way, together with all improvements, fixtures and attachments thereon and therein. 2. PERSONAL PROPERTY: All personal property owned by Seller as inventoried in EXHIBIT "A" appended hereto, and by this reference made an integral part hereof, together with all future replacements or substitutions thereof, shall remain the property of the Seller and shall not convey to Buyer upon closing this transaction. Buyer shall, however, have a security interest in such personal property as further set forth in that certain Lease Agreement dated May 9, 2000, as amended by that certain First Amendment To Lease Agreement to be executed concurrently herewith, a copy of which is appended hereto as EXHIBIT "B", by this reference made an integral part hereof. 3. FULL PURCHASE PRICE NOT TO EXCEED ............................................... $ 2.125,000.00 4. MANNER OF PAYMENT: City of Clearwater check in U.S. funds at time of closing .................................................. $ 2,125,000.00 AUM-101: EVE1111:2 :4 194:191:19:4.-1 J, ? • The Full Purchase Price as established herein has been reached through negotiations with the Seller by City staff and reflects payoff and full satisfaction of existing first mortgage balance in favor of Liberty Bank not to exceed $2,012,000, including all interest to day of closing, together with payoff and full satisfaction of those certain unsecured Notes in favor of Clearwater Country Club members, copies of which are appended hereto as Exhibit "C", by this reference made an integral part hereof, not to exceed $110,000, including all interest to day of closing. Two appraisals were obtained preliminary to contract: The subject property was valued at $2,360,000 in an appraisal performed by Colliers Arnold Valuation Services, Inc. on July 16, 2008, and the real property was valued at $1,430,000 by CB Richard Ellis Page 1 of 7 Valuation and Advisory Services on August 12, 2008. 6. TIME FOR ACCEPTANCE; APPROVALS Following execution of this contract by the Seller, the price, terms and conditions as contained herein shall remain unchanged and be held unconditionally open for a period of 60 days following delivery in duplicate original to the City for acceptance and approval, or rejection, by the Clearwater City Council ("Council'). If this agreement is accepted and approved by Council, it will be executed by duly authorized City officials and delivered to Seller within 15 days thereafter. If Council rejects this contract upon initial presentation, this contract shall be null and void in all respects and the City shall so inform Seller in writing within 5 days of such action. 7. TITLE Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory Warranty Deed, subject only to matters contained in Paragraph 8 acceptable to Buyer. Otherwise title shall be free of liens, easements and encumbrances known to Seller, but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and no others, provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property. 8, TITLE EVIDENCE Buyer, at Buyer expense and within 15 days prior to closing date, obtain a title insurance commitment issued by a Florida licensed title insurer agreeing to liens, encumbrances, exceptions or qualifications set forth in this Contract, and those which shall be discharged by Seller at or before closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or qualifications set forth in this Contract. Marketable title shall be determined according to applicable Title Standards adopted by The Florida Bar and in accordance with law. If title is found defective, Buyer shall notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have 120 days from receipt of notice within which to remove the defect(s), failing which Buyer shall have the option of either accepting the title as it then is or withdrawing from this Contract. Seller will, if title is found unmarketable, make diligent effort to correct defect(s) in title within the time provided therefor, including the bringing of necessary suits. 9. SURVEY Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent by a registered Florida land surveyor. If survey shows any encroachment on Real Property, or that improvements located on Real Property encroach on setback lines, easements, lands of others, or violate any restrictions, contract covenants or applicable governmental regulation, the same shall constitute a title defect. The survey shall be performed to minimum technical standards of the Florida Administrative Code and may include a description of the property under the Florida State Plane Coordinate System as defined in Chapter 177, Florida Statutes. Page 2 of 7 10. CLOSING PLACE AND DATE Buyer shall designate closing agent and this transaction shall be closed in the offices of the designated closing agent in Pinellas County, Florida, on or before 30 days following execution by Buyer, unless extended by other provisions of this contract. If either parry is unable to comply with any provision of this contract within the time allowed, and be prepared to close as set forth above, after making all reasonable and diligent efforts to comply, then upon giving written notice to the other party, time of closing may be extended up to 60 days without effect upon any other term, covenant or condition contained in this contract. 11. CLOSING DOCUMENTS Buyer shall furnish closing statements for the respective parties, deed, bill of sale, mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective instruments as all or any may be applicable, for property execution by the respective party. 12. CLOSING EXPENSES The Buyer, unless this transaction is exempt under Chapter 201.24, Florida Statutes, shall pay documentary stamps on the deed. Seller shall pay the costs of recording any corrective instruments. Buyer shall pay recordation of the deed. 13. PRORATIONS; CREDITS Taxes, assessments, rent (if any) and other revenue of the Property shall be prorated through the day before closing. Closing agent shall collect all ad valorem taxes uncollected but due through day prior to closing and deliver same to the Pinellas County Tax Collector with notification to thereafter exempt the Property from taxation as provided in Chapter 196.012(6), Florida Statutes. If the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous year shall be used with due allowance being made for improvements and exemptions. Assessments for any improvements that are substantially complete at time of closing shall be paid in full by Seller. 14. OCCUPANCY Seller warrants that there are no parties in occupancy other than the Seller, or as otherwise disclosed herein. Seller agrees to deliver occupancy of the Property to Buyer at time of closing unless otherwise stated herein, subject only to provisions of that Lease Agreement, as amended by that First Amendment To Lease Agreement of even date herewith, both appended hereto as EXHIBIT "B", and by this reference made an integral part hereof. Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition, ordinary wear and tear excepted, and shall maintain the landscaping and grounds in a comparable condition. Seller makes no warranties other than as disclosed herein in Paragraph 21 ("SELLER WARRANTIES") and marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented in either subparagraph 1. a. or b. as marked [X]. Page 3 of 7 a. [ ] As Is: Buyer has inspected the Property or waives any right to inspect and accepts the Property in its present "as is" condition. b. [X] As Is With Right of Inspection: Buyer may, at Buyer expense and within 21 days following the Effective Date ("Inspection Period"), conduct inspections, tests, environmental and any other investigations of the Property Buyer deems necessary to determine suitability for Buyer's intended use. Seller shall grant reasonable access to the Property to Buyer, its agents, contractors and assigns for the purposes of conducting the inspections provided, however, that all such persons enter the Property and conduct the inspections and investigations at their own risk. Seller will, upon reasonable notice, provide utilities services as may be required for Buyer's inspections and investigations. Buyer shall not engage in any activity that could result in a mechanics lien being filed against the Property without Seller's prior written consent. Buyer may terminate this contract by written notice to Seller prior to expiration of the Inspection Period if the inspections and/or investigations reveal conditions which are reasonably unsatisfactory to Buyer. If this transaction does not close, Buyer agrees, at Buyer expense, to repair all damages to the Property resulting from the inspections and investigations and return the Property to its present condition. i VAT" .: • . ? •VdT•71I At a time mutually agreeable between the parties, but not later than the day prior to closing, Buyer may conduct a final "walk-through" inspection of the Property to determine compliance with any Buyer obligations under Paragraphs 14 and 15 and to insure that all real Property, together with all permanent improvements, fixtures and attachments thereon and therein are in and on the premises. No new issues may be raised as a result of the walk-through. 17. SELLER HELD HARMI FIRS Buyer, being self insured, and subject to the limits of liability and restrictions of Florida Statute 768.28, agrees to indemnify and hold harmless the Seller from claims of injury to persons or property during the inspections and investigations described in Paragraph 14(b) resulting from Buyer's own negligence only, or that of its employees or agents only, subject and to the extent permitted to F. S. 768.28 and the doctrine of sovereign immunity. 18. RISK OF LOSS If the Property is improved, and improvements are damaged by fire or other casualty before closing and cost of restoration does not exceed 3% of the Purchase Price of the Property, cost of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the terms of this contract with restoration costs escrowed at closing. If the cost of restoration of the improvements exceed 3% of the Purchase Price, Buyer shall have the option of either taking the Property "as is", together with either the applicable corresponding percentage of any insurance proceeds payable by virtue of such loss or damage, or of canceling this contract. 19. PROCEEDS OF RALF- CLOSING PROCEDURE The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by the closing agent or by such other mutually acceptable escrow agent for a period of not longer than 5 days from and after closing, during which time evidence of title shall be continued at Buyer's expense to Page 4 of 7 show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last title evidence. If Seller's title is rendered unmarketable through no fault of the Buyer, Buyer shall, within the 5-day period, notify the Seller in writing of the defect and Seller shall have 30 days from the date of receipt of such notification to cure the defect. If Seller fails to timely cure the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall return Personalty and vacate Real Property and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take title "as is", waiving all rights against Seller as to any intervening defect except as may be available to Buyer by virtue of warranties contained in the deed. The escrow and closing procedure required by this provision may be waived if title agent insures adverse matters pursuant to Section 627.7841, F.S. (1987), as amended. 20, DEFAULT If this transaction is not closed due to any default or failure on the part of the Seller, other than to make the title marketable after diligent effort, Buyer may seek specific performance or unilaterally cancel this agreement upon giving written notice to Seller. If this transaction is not closed due to any default or failure on the part of the Buyer, Seller may seek specific performance. If a Broker is owed a brokerage fee regarding this transaction, the defaulting party shall be liable for such fee. Seller warrants that there are no facts known to Seller that would materially effect the value of the Property, or which would be detrimental to the Property, or which would effect Buyer's desire to purchase the property except as follows: (Sneci known defects. If none are known, write "NONE"_ If no entry, it shall be deemed that "NONE" has been entered) Buyer shall have the number of days granted in Paragraph 15(b) above ("Inspection Period") to investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer will close on this contract notwithstanding said matters, or whether Buyer shall elect to cancel this contract. If Buyer fails to so notify Seller within said time period, Buyer shall be deemed to have waived any objection to the disclosed matters and shall have the obligation to close on the contract. In accordance with provisions of Section 404.056(5), Florida Statutes (1989), as amended, Buyer is hereby informed as follows: 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 public health unit. Page 5 of 7 23. CONTRACT NOT RECORDABLE; PERSONS BOUND Neither this contract nor any notice of it shall be recorded in any public records. This contract shall bind and inure to the benefit of the parties and their successors in interest. Whenever the context permits, singular shall include plural and one gender shall include all. 24. NOTICE All notices provided for herein shall be deemed to have been duly given if and when deposited in the United States Mail, properly stamped and addressed to the respective party to be notified, including the parties to this contact, or the parties attorneys, escrow agent, inspectors, contractors and all others who will in any way act at the behest of the parties to satisfy all terms and conditions of this contract with copy provided to the parties hereto. 25. ASSIGNABILITY; PERSONS BOUND This contract is not assignable. The terms "Buyer", "Seller', and "Broker" (if any) may be singular or plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives, and successors. 26. ATTORNEY FEES; COSTS In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 27. TYPEWRITTEN OR HANDWRITTEN PROVISIONS Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them. 28. EFFECT OF PARTIAL INVALIDITY The invalidity of any provision of this contract will not and shall not be deemed to effect the validity of any other provision. In the event that any provision of this contract is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 29. GOVERNING LAW It is agreed by and between the parties hereto that this contract shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. 30. COUNTERPARTS; FACSIMILE COPY This contract may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile copy of this contract, including any addendum, attachments and any written modifications hereof, and any initials or signature thereon shall be deemed an original. Page 6 of 7 ? ' eT » LT? 1:1?>t0 Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the parties, shall supersede any and all prior and contemporaneous written and oral promises, representations or conditions in respect thereto. All prior negotiations, agreements, memoranda and writings shall be merged herein. Any changes to be made in this agreement shall only be valid when expressed in writing, acknowledged by the parties and incorporated herein or attached hereto. EXECUTED this -21 day of LeAn- a , 2008. CLEARWATER COUNTRY CLUB MANAGE, , ;C. By: Robert CAW, President ene? Print N me J Ae Secretary APPROVED & EFFECTIVE this ? day of , 2008 CITY OF CLEARWATER, FLORIDA Countersigned: Frank ' bard Mayor By: llxi? 06.6-t.?.? William B. Horne II City Manager Appr ed as to for Laura Lipowski Assistant City Attorney Attest: ,.'. w? fdt Cynthia E. Goudeau City Clerk Page 7 of 7 Exhibit "A" CCC Golf Course Equipment Inventory September, 2008 LOCATION QUANTITY DESCRIPTION Pro Shop 1 Hdcp & Tournament PC Pro Shop 1 Dell Monitor Pro Shop 1 HP 5150 Printer Pro Shop 1 Electric Pencil Sharpener Pro Shop 4 Chairs w/rollers Pro Shop 3 Small 22" tables Pro Shop 1 Animal Headcover display Pro Shop 1 Folding card table Pro Shop 1 Folding 6' table Pro Shop 1 Wooden TV table Pro Shop 1 Greeting card dislplay Pro Shop 1 Slotwall installation 4'x 32.5' Pro Shop 100 Miscellaneous slotwall display fixtures Pro Shop 2 Freestanding slotwall displays Pro Shop 2 2-way slant arm displays Pro Shop 1 Chrome semi-spiral display Pro Shop 2 Metal grid display Pro Shop 25 Metal grid display fixtures Pro Shop 1 Antique dresser Pro Shop 3 Mannequins Pro Shop 1 Wooden golf club display Pro Shop 1 Belt display Pro Shop 1 Glass showcase/counter Pro Shop 1 Freestanding PC cabinet Pro Shop 1 Fixed PC cabinet Pro Shop 2 Sunglass displays Pro Shop 1 Sonartec club display Pro Shop 1 FJ sock display Pro Shop 1 Kodak All-In-One printer Pro Shop 1 3 drawer printer stand Pro Shop 1 PC w/AMD64 processor Pro Shop 1 Clover digital video recorder w/3 cameras Pro Shop 1 30" x 12" x 72" bookshelf Pro Shop 6 Cork bulletin boards Pro Shop 3 Dry-erase boards Pro Shop 3 18" x 36" x 73" metal storage racks Pro Shop 1 24" x 48" x 72" metal storage rack Pro Shop 1 Metal 4-drawer file cabinet letter Pro Shop 1 Metal 2-drawer file cabinet legal Bag Room 1 Chalk Board Bag Room 1 2 level metal lockers Bag Room 3 Spools nylon rope Bag Room 1 4 drawer metal cabinet 17" x 38" x 31" Bag Room 1 Club repair workbench w/4.5" vise Bag Room 1 Golf club washer Bag Room 1 32" pedestal fan Bag Room 1 20" pedestal fan Bag Room 1 Toaster Bag Room 1 Microwave Bag Room 9 Rubbermaid 32 gallon trash containers Bag Room 15 Wooden club storage racks Cart Barn 2 Wooden storage cabinets Cart Barn 1 Frigidair "Gallery" commercial washer LOCATION QUANTITY DESCRIPTION Cart Barn 1 Frigidair "Gallery" commercial dryer Cart Barn 1 Metal tool storage cabinet 68" x 18" x 36" Cart Barn 1 Workbench w/5.5" vise Cart Barn 1 Rangemate range ball washer Cart Barn 1 13 gallon / 4HP air compressor Cart Barn 1 Portable air tank Cart Barn 1 CLUB CAR CARRY ALL-1 RANGER PICKER Cart Barn 1 SIN. GANG BALL PICKER (PUSH) Cart Barn 55 Electric Club Car Carts w/accessories Cart Barn 1 Beverage Cart Dining 4 large round tables Dining 10 medium round tables Dining 14 small round tables Dining 32 4-top tables Dining 300 dining room chairs Dining 4 2-top tables Dining 5 2' round tables Dining 1 large ice salad bin Dining 10 banquet tables Dining 5 8' rectangular tables Dining 6 6' rectangular tables Dining 1 clock Dining 1 Wurlitzer Piano Dining 1 portable bar Dining 1 flag with pole Dining 1 sneeze guards Dining 4 room dividers (planters) Dining 1 CD player Dining 1 metal utility shelf Dining 2 vacuums Dining 4 ladders Dining 5 TV's Dining 1 silverware/plates/glasses Dining 2 sound system Dining 6 framed pictures Dining 1 45'x45' portable dance floor Dining 7 plastic room dividers Ladies RR Small table with planter Ladies RR large mirror Ladies RR swievel chair Maint. Area 1 2002 TRI-PLEX Greens Mower JAC Maint. Area 1 2002 TRI-PLEX Greens Mower JAC Maint. Area 1 1999 TRI-PLEX Tee & Collar Mower JAC Maint. Area 1 1998 TRI-PLEX Tee & Collar Mower JAC Maint. Area 1 Toro Tri-plex Greens Mower Maint. Area 1 Toro Tri-Plex Greens Mower Maint. Area 1 6500 Fairway Mower Maint. Area 1 STEINER MOWER w/boom mower Maint. Area 1 2002 TORO 3100-D Maint. Area 1 2002 TORO 3100-D Maint. Area 1 2000 TORO Reel Master 6500-D Maint. Area 1 2000 TORO 6500-D Maint. Area 1 TORO Groundmaster 7200 Maint. Area 1 TORO Groundmaster 7200 Maint. Area 1 STEINER MOWER Maint. Area 1 TORO 5-GANG REELMASTER Maint. Area 1 TORO 5-GANG REELMASTER Maint. Area 1 Jac 5-GANG ROUGH MOWER 2 LOCATION QUANTITY DESCRIPTION Maint. Area 1 TORO SandPro Maint. Area 1 SPIKER REELS (1 set of 3) Maint. Area 2 VERTICUT REELS (1 set of 3) Maint. Area 1 CASE Loader 570 XL Maint. Area 1 JOHN DEER TRACTOR (2040) Maint. Area 1 Ford 3000 TRACTOR Maint. Area 1 JOHN DEER TRACTOR (2155) Maint. Area 1 FORD-600 Maint. Area 1 CLUB CAR Carryall-11 Maint. Area 1 CLUB CAR Turf 11 Maint. Area 1 CLUB CAR Turf 11 Maint. Area 1 CLUB CAR ALL 11 Maint. Area 1 CLUB CAR ALL 11 Maint. Area 1 CLUB CAR Turf 11 Maint. Area 1 CLUB CAR Turf 11 Maint. Area 1 CLUB CAR Carry-all Turf 2 Maint. Area 1 ISUZU TRUCK Maint. Area 1 Toyota Tacoma Truck Maint. Area 1 FLAT BED TRAILER Maint. Area 1 3-WHEEL CUSHMAN Maint. Area 1 TORO WORKMAN 3100 Maint. Area 1 TORO WORKMAN 3200 Maint. Area 1 TORO PRO SWEEP 5200 Maint. Area 1 SMITHCO 300 Maint. Area 2 25-GAL. SPRAYER 12V Maint. Area 1 15-GAL. SPRAYER 12V Maint. Area 1 RIDGEWAY FOAMER W/PUMP Maint. Area 1 RIDGEWAY FOAM TANK ASSY. W/PUMP Maint. Area 2 RAVEN CONTROL UNIT COMPLETE Maint. Area 4 LESCO WALK SPREADER Maint. Area 1 LESCO COMBO DROP/CYCLONE SPREADER Maint. Area 1 VICON SPREADER Maint. Area 1 TY-CROP QUICK PASS 300 Top Dresser Maint. Area 1 TY-CROP MH-400 Maint. Area 1 w/TyCrop Attachment Twin Spinner, Conveyer Belt Maint. Area 1 SM. GANDY SPREADER Maint. Area 1 DRAG MAT W/ ATTACHMENT Maint. Area 1 GREENS GROOMER DRAG BRUSH Maint. Area 1 TORO AERATOR Office 5 office desks Office 4 office chairs swievel Office 5 cushioned office chairs Office 1 postage machine Office 1 telephones and system Office 1 portable telephone Office 2 desk top printers Office 1 networking computer system Office 1 phone answering system Office 1 copier Office 1 laser printer Office 2 4-drawer metal file cabinets Office 1 safe Office 1 4-shelf metal bookcase Office 2 2-drawer metal file cabinets Office 2 biege metal file cabinet/drawer 4' wide Office 1 shredder Office 1 fax Office 2 6' metal utility shelves 3 LOCATION QUANTITY DESCRIPTION Closet 5 Utility shelf units Closet 2 wheel chairs Closet 1 podium Closet 12 table skirts Grille 4 TV's Grille 1 silverware/plates/glasses Grille 1 planter Grille 1 numerous picures and plaques Grille 1 beer tap Grille 5 metal utility shelves Grille 2 hot dog machine Grille soup warmer Grille small refrigerator Grille 14 bar stools Grille 52 chairs Grille 12 tables Grille bar mixer Shop 2 STIHL CHAIN SAW Shop 1 STIHL 40" TRIMMER Shop 1 HEDGE TRIMER Shop 3 STIHL CHAIN SAW Shop 1 STIHL QUICK CUT SAW Shop 1 ELECTRIC WATER PUMP (irrigation) Shop 1 MANUAL ROLLER Shop 1 PRESSURE WASHER Shop 1 PRESSURE WASHER (Green Mowers) Shop 1 BOAT-10ft/w oars Shop 1 SKID MOUNT GENERATOR Shop 1 WHEEL BARREL ONE-WHEEL Shop 1 WHEEL BARREL TWO-WHEEL Shop 1 GAS WELD OUTFIT Shop 3 L.P. GAS BOTTLES Shop 1 MAKITA CHOP SAW Shop 1 HAND CART Shop 1 PORTABLE AIR TANK Shop 1 HYD. SHIP PRESS Shop 1 BATTERY CHARGER Shop 1 SAW-ZALL Shop 1 MAKITA ELECTRI DRILL Shop 1 MAKITA CORDLESS DRILL Shop 1 HPZ RIVOT SET Shop 1 SAND BLASTER Shop 1 VISE IN YARD Shop 1 VISE IN SHOP Shop 1 TIRE CHANGER Shop 1 OIL CRUSHER Shop 1 CHAIN HOIST GREY-SHOP Shop 1 HYD. FLEET JACK Grey Shop 1 HYD. PALLET JACK Shop 1 2-T FLOOR JACK Black Hawk Shop 1 FLOOR JACK (orange) Shop 6 JACK STANDS Shop 2 INFRARED HEATER Shop 1 STIHL POLE SAW Shop 2 JACOBSEN PUSHMOWER Shop 7 Stihl Line TRIMMER Shop 1 SHINDIAWA STRING EDGER Shop 1 SHINDIAWA BLADE EDGER P LOCATION QUANTITY DESCRIPTION Shop 1 TRENCHER Shop 2 REDMAX RECIPICATOR Shop 1 STIHL BLOWER Shop 1 STIHL CHAIN SAW Shop 1 SHOP VAC Shop 2 FAN (shop) CIRCULATOR Shop 1 ICE-BOX-Frig. Shop 1 STIHL BG BLOWER Shop 1 STIHL BAK PACK BLOWER Shop 1 MILWALKEE GRINDER Shop 1 MISCELLANOUS TOOLS & EQUIPMENT Shop 1 SHOP HEATER Shop 7 TORO 1000 WALKING GREENS MOWER Shop 1 CRANE PUMP HOUSE Shop 1 BOOSTER PACK Shop 1 TROLLEY Shop 1 BACK BLOWER Shop 1 MEASURING WHEEL Shop 1 Toro 660 Pro Core Aerator Hall 5 cushion chairs Hall 1 sofa table Hall 5 planters on wheels Hall 1 table top planter Hall 13 framed pictures Hall 1 Ice well/water dispenser Kitchen 2 convection oven Kitchen 1 hobart mixer Kitchen 2 gas fryers Kitchen 1 ice well Kitchen 1 trash cans Kitchen 3 reach-in coolers Kitchen 7 prep tables Kitchen 1 computer Kitchen 1 printer Kitchen 2 chairs Kitchen 1 desk Kitchen 1 steam table with heat lamps Kitchen 2 conveyor belt toasters Kitchen 1 large red food warmer Kitchen 1 alto sham Kitchen 15 metal utility shelves Kitchen 1 dish warmer Kitchen 1 food warmer Kitchen 2 microwaves Kitchen 1 ice cream cooler Kitchen 1 bread warmer Kitchen 2 BBQ grills Card Room 8 4-top tables Card Room 1 round table Card Room 24 Burgundy Cushioned chairs on wheels Card Room 1 TV Exhibit "B" LEASE AGREEMENT 00-340326 NOV- 7-2000 3:57 PINELLPS CO SK 11114 PG 16-c 1111111111111111111111111111111111111111111111111 THIS LEASE, made and entered into this day of 2°c)0 by and between the CITY OF CLEARWATE , Florida, a mu icipal corporation, hereinafter called the "City", whose address is Post Office Box 4748, Clearwater, Florida 33758-4748, and CLEARWATER COUNTRY CLUB MANAGEMENT, INC., a Florida corporation, hereinafter called the "Club", whose address is 525 Betty Lane North, Clearwater, Florida 33755. WHEREAS, the City commissioned a study by the National Golf Foundation which recommended that the City enter into a lease agreement with Club. WHEREAS, it is the intent of the City and Club to enter into a lease agreement for the premises described herein. NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained hereinafter, IT IS AGREED AS FOLLOWS: 13 GRANT OF LEASE .3, "M." i TERM DESCRIPTION AND OPTION TO RENEW °S 'R219 1. That for and in consideration of the covenants to be kept and maintained by r'T _ e Club and the mutual benefit to the parties, the City does hereby lease and let unto FEES .1 V,TF e Club, its successors and assigns, subject to the terms and conditions hereinafter PC -g-et forth, that certain real property located in the City of Clearwater, Florida, more TOTAL 6-6-=particularly described in Exhibit "A" attached hereto and incorporated hereby by C reference. The term of this lease shall be for a period of thirty (30) years, commencing May 1, 2002 and ending April 30, 2032, unless sooner terminated by the provisions hereof. LEASE NOT ASSIGNABLE WITHOUT CONSENT 2. It is expressly agreed between the parties that this lease shall not be assignable to any other person, firm or corporation without the express written consent of the City, which consent may be granted or denied in the sole discretion of said City. USE AS PUBLIC GOLF COURSE 3. It is understood between the parties that the real property, which is the subject of this lease, will not be used in any manner other than as a public golf course facility. J ' RETURN TO: CITY CLERK POST OFFICE BOX 4748 CLEARWATER, FL 337584748 PINELLAS COUNTY FLA, OFF,REC,BK 11114 PG 1646 CLUB COVENANTS KEEP AND MAINTAIN A GOLF COURSE 4. The Club covenants that it will keep and maintain upon the real property an y and 18 hole golf course, together with incidental improvements and premises as a golf Iclouuse, rse and pelated make available, as herein contemplated, such p m facilities for pleasure, recreation and other purposes consistent with such golf course operation. During the term of the within lease and any extensions thereof, such golf course shall be operated and the facilities shall be open for usage during the normal hours of operation of the same or similar facilities in the area; provided, however, that at reasonable times portions of such course may be closed for necessary repair and/or reconstruction and/or maintenance. AVAILABILITY OF GOLF TO THE PUBLIC 5. The Club, in its operation of the otherrs similar nfr the area, make reasonable rules and regulations common such course available to the public who are not members of the Club on payment of reasonable green fees. The Club will, at all times, conduct its operation in such a manner as will be conducive to greens fee play and will ,1 ndertake any and all reasonable acts to insure that the public is aware that such" course is available for greens fee play and will make reasonable s will feel welcome revailing atmosphere the facility The at the Club will be such that greens fee payer provisions of this paragraph shall be a material part of this lease. GREENS FEE PLAYERS RIGHTS AND OBLIGATIONS 6. The City recognizes the right of the Club to require greens fee players to comply with rules and regulations as prescribed for members. Failure of greens fee players to comply with established rules and regulations may, at the discretion of the Club management result in loss of playing privileges. Any complaints relating to play by greens fee players shall be referred to the Liaison Committee established herein for appropriate action. CLUB FACILITIES AVAILABLE TO GREENS FEE PLAYERS 7. The Club agrees to make the Clubhouse food, drink and restroom facilities available to greens fee players on the day of play to the same degree that such facilities are available to Club members. Greens fee players will be charged for food and beverages on the same basis as members are charged and shall be treated as a member for the day of play during the hours that the appropriate facilities are open. Nothing in this provision shall give any non-member use of the Club facilities for social 2 PINELLAS COUNTY FL OFF. REC . BK 11114 PG events or entitle any such person to the use of the available facilities ties described has been closed for play. The Club agrees to make Clubhouse and herein available to the City for City sponsored events, based upon availability. USE AND CARE OF PREMISES 8. The Club covenants and agrees that it will, at all times, keep, maintain and operate such course and the facilities thereon, or in any way connected therewith, in a good and prudent manner to the end that such course shall be kept in good, playable condition. The Club agrees to keep and maintain reasonable standards and condition of the course generally in substantially the same condition as of the date of this lease; that it will keep and maintain, in good repair, all permanent improvements, such as buildings, and water systems, including the making of necessary replacements and/or repairs even though the making of such repairs and improvements shall extend the life of such facility or facilities beyond the expressed date of this lease. Club and City Parks and Recreation Director shall meet annually to mutually agree upon a capital improvement program to be implemented by the Club. CITY RESIDENT RATES 9. At all times during the term of this lease, residents of the City of Clearwater shall be given a preferential daily green e rat in force and effect. equal to ten percent (10%) of the established green e then NO PERMANENT COURSE LAYOUT CHANGES WITHOUT WRITTEN CONSENT OF CITY 10. The Club covenants and agrees that no permanent change in the layout of the course shall be made except with the express written consent of the City. All duties of construction, repair, alteration or maintenance imposed by the within lease are and shall be separate expenses of the Club and shall never directly or indirectly be chargeable to the City nor in any way be a mechanic's or materialmen's lien or charge upon any lands. LEASE MAY BE RECORDED TO PROTECT CITY AGAINST LIENS 11. This instrument may be recorded in the public records of Pinellas County, Florida, and all persons, firms or corporations whomsoever are called upon to take due notice of these limitations and the superior rights of the City herein. NO PERMANENT STRUCTURES TO BE REMOVED 12. No permanent structure, once constructed, shall be removed from the premises or materially altered except with written consent of the City which shall not be unreasonably withheld and all persons, firms or corporations are expressly called upon to take due notice of the requirements of this lease. P INELLAS COUNTY FLR, OFF, REC . BK 11114 PO 16,, CITY RESERVED RIGHT --- - ---------- - TO DRAINAGE, UTILITY LINES, ROADS, ETC. 13. The City reserves at all times during the term of this Lease or any extension or renewal thereof the continuing right to utilize any portion of the leased premises for drainage, laying and maintaining utility lines or facilities, including roads, railroads, or other necessary rights of way, provided, nevertheless, h and1 economically Peas b efforts to to adopt such route or routes as will be reasonable minimize interference with the purposes of this Lease. BANKRUPTCY OR DEFAULT, CITY HAS OPTION TO TERMINATE 14. Should the Club hereinafter be adjudged bankrupt or become insolvent or in any other way be financially unable to keep the covenants of this Lease, the City may breach of . City y other may at its option, terminate the lease, as thouge e?enced here nnand shal? be assigned any also accelerate the option to purchase rights the Club may have in order for City to purchase. CLUB WILL PERFORM ITS OBLIGATIONS 15. The Club, in the performance of t shall be reasonably required by the at all times do or perform such acts or actions as context of this lease to fully perform its obligations hereunder, and shall, conversely, refrain from doing or permitting to be done any acts or actions which would jeopardize either its performance or ability to perform the covenants contained herein or the payment of rentals contemplated by the parties. RENTAL 16. Commencing May 1, 2002, the Club shall pay annually to the City, as rental for the premises, and the City agrees to accept three percent (3.00%) of the gross revenues plus applicable sales tax. Gross revenues include but are not limited to golf and social membership dues and initiation; green fees; cart fees; food, beverage, and merchandise sales; clubhouse rental;and any other revenues. Said rental payment shall be continued in the same amount unless modified in writing by the parties following extension negotiations. The said rental payments shall be paid to the City not later than thirty (30) days after the close of the Club's fiscal year. The disposition of remaining funds will be at the discretion of the Board of Directors of the iies Club, or except to esthat all funds tblish suit ble tresbe used for erves for the improvement of the course and C PINELLRS COUNTY FI OFF,REC.EK 11114 PG maintenance, improvement and debt service. This schedule of rental payments shall remain in effect until modified by the parties in writing. If Club constructs a new clubhouse of minimum size of 13,000 square feet at an estimated cost of $110.00 per square foot, then City agrees to reduce rental to one percent (1.00%) of the gross revenues for the first nre(10) years venues for an additional ten Occupancy and then two percent (2.00%) of the gross (10) years. Rental will then return to the original amount or three percent (3.00%) of the gross revenues for any remaining lease term. CITY'S OPTION TO PURCHASE CLUB PROPERTY 17. The Club owns the real property and improvements described in Exhibit "B". City shall have the option to purchase that property upon the termination or expiration value of this lease. Both parties agree that the purchase price shall be the assessed as determined by the official records of the Pinellas County property appraiser. ty and Club shall share the normal and customary costs for closing and Club shall convey the property free and clear of any and all encumbrances. Purchase price shall be reduced by that amount discounted from rental based on construction of a new clubhouse. OPERATION AND MEMBERSHIP REQUIREMENTS 18. The Club agrees to operate the Clubhouse and related facilities located on the properties described in Exhibit "B" as a private facility subject to the right of greens fee players to use the food, beverage, and rest room facilities during the day such players are using the course as further outlined hereinafter. The Club covenants that membership in the Club, either social or golfing, will be made available to the public. The Club, however, in accepting applications for membership and admitting a member will be subject to the following guidelines and restrictions: A. For golfing and social membership, priority on a waiting list shall be given to residents of the City who are applicants. If no City resident is on the waiting list for an available membership, the said membership may be offered to the general public. B. Membership shall be without discrimination based on race, religion, sex, age or national origin. C. The Club's By-Laws will conform with these membership requirements and such By-Laws shall be continued during the term of this lease. D. A violation of these covenants by the Club shall constitute a substantial default under the terms of this lease. P INELLRS COUNTY F, OFT, REC,gK 11114 PG ------ - -- - ----- --- ----- INSURANCE, INDEMNIFICATION AND HOLD HARMLESS 19. The Club agrees to indemnify and hold the City and its employees harmless from and against any and all claims, demands, and causes of action or lawsuits of whatever kind or character arising directly or indirectly from this agreement or the performance hereof. This indemnity clause includes, but is not limited to, claims, demands, causes of action or lawsuits for damages or injuries to goods, wares, merchandise and property and for any bodily or personal injury or loss of life in, upon or about the property. The Club shall obtain at its own expense, and maintain during the term of this agreement, the insurance coverages set forth below: (1) Property Insurance - Real property including improvements or additions shall be insured. a. Form - All Risk Coverage - Coverage shall be no more restrictive than that afforded by the latest edition of Insurance Services Office forms CF0011, CF0013, CF0420, and CF1210. If available, sinkhole insurance is to be included. If the provisions of the Club's All Risk Coverage do not include sinkholes and the unavailability of such coverage is verified by the City's insurance consultants, the Club shall be deemed to be in compliance with this paragraph. b. Amount of Insurance - The amount of coverage shall be the full insurable value on a replacement cost basis. c. Flood Insurance - When building or structures are located within an identified special flood hazard area, flood insurance shall be provided for the total insurable value of such buildings or structures or the maximum of flood insurance coverage available under the National Flood Insurance Program, whichever is less. (2) Boiler and Machinery Insurance - If the buildings or structures include boiler(s), pressure vessel(s), or air conditioning/heating equipment, the Club shall maintain comprehensive insurance covering loss on the property included liability for damage to property of others. a. Repair and Replacement. b. Amount of Insurance - $1,000,000.00 per accident (3) Comprehensive General Liability 0 Coverage shall be afforded on a form no more restrictive that the latest edition of the Comprehensive General Liability policy filed by the Insurance Services Office and shall include: PINELLRS COUNTY FLA. OFF. REC . BK 11114 PG 1651 a. Minimum limits of $1,000,000.00 per occurrence combined single limits for bodily injury liability, personal injury, and property damage liability. b. Premises and Operation. b. Independent Contractors. C. Products or Completed Operations. d. Personal Injury Coverage with employees and contractual exclusions removed. e. Liquor Law Liability, if applicable. f. Golf carts or other golfing appurtenances, not owned by the Club but brought onto the property by others. no more (4) Business Auto Policy edition of thelBube afforded on a s Business Auto Policyrfled by the restrictive than the latest Insurance Services Office and shall include: a. Minimum limits of $1,000,000.00 per occurrence, combined single limits for bodily injury liability and property damage liability. b. Coverage on all vehicles (owned, hired, and non-owned). (5) Workers Compensation - Coverage shall apply for all employees for statutory limits in compliance with the applicable State and Federal laws. In addition, the policy shall include employers liability with a limit of $500,000.00 for each accident. If the self-insured status of the Club is approved by the State of Florida, the City agrees to recognize and accept such status upon proof of such approval. Other Requirements. (1) The City shall be names as an additional insured on all insurance policies required under this agreement. (2) Copies of insurance certificates for all insurance required by the agreement, and copies of all insurance policies covering insurance required by this agreement, shall be furnished to the City Clerk of the City prior to the use of the property. 7 • PINELLAS COUNTY FLA. OFF.REC.BK 11114 PG 165 (3) Not less than sixty (60) days notice of cancellation or restricted modifications of any insurance policy providing the coverage require by this agreement shall be required on all insurance policies. COMPLIANCE WITH EXISTING LAWS AND REGULATIONS 20. The Club agrees that in its use and occupancy of the leased property it will comply with all applicable laws, rules, regulations and ordinances of every governmental body or agency whose authority extends to the leased property or to any operations conducted upon the leased property, whether or not such laws, rules, regulations or ordinances are mentioned herein. CLUB TO SUPPLY AUDIT BY C.P.A. 21. The Club agrees for determination of the cash rental to be paid hereunder that it shall at least annually, in each year of the term of this lease, at its own cost, furnish to the City a complete audit of its operations, prepared by a Certified Public Accountant, together with such interim accounts as may from time to time be requested. Such annual statement shall be furnished within thirty (30) days after the end of the Club's fiscal year. The Club shall further submit to the Parks & Recreation Director an annual report of course operation. RIGHT OF ENTRY BY CITY 22. Agents of the City shall be afforded the right at all reasonable times to enter upon the leased property for the purpose of inspecting the leased property and the Club's other facilities. OBLIGATION TO PAY TAXES 23. The Club agrees to pay any federal, state or local taxes which may be levied on the property or any improvements or uses placed thereon, but it is agreed that the uses herein serve a public and municipal purpose and the parties do not waive any exemptions permitted by law. WRITTEN CONSENT OF CITY NECESSARY FOR ANY CHANGES 24. Club must get City approval which shall not be unreasonably withheld to remove, demolish, remodel or replace any building or other structure on the leased land or land owned by the Club PINELLAS COUNTY FL OFF, REC , BK 11114 PO DEFAULT BY CLUB ON ANY MORTGAGE CITY MAY CONSTRUE IT AS A DEFAULT IN LEASE 25. Should the Club herein materially default in the payment of any mortgages or other encumbrances, and the holder thereof declares such default, the City may construe such default of the Club as a default in the terms of this lease, or in the alternative relinquish its claim as granted by this lease to such mortgaged lands. Nothing herein provided is intended nor is it to be construed to obligate the City directly or indirectly to pay any part of such mortgage debt except at its own free choice in order to preserve its rights to the lands and improvements encumbered by the terms of the mortgage or lien. LIAISON COMMITTEE 26. The parties agree to maintain a Liaison Committee. The purpose of the Committee is for-the continued exchange of information between the parties and to eliminate problems or misunderstandings as well as to keep open the lines of communication between the City and the Club. The parties herein establish a Liaison Committee consisting of at least one member of the Board of Directors of the Club and the City Parks and Recreation Director. It is contemplated by the parties that the Committee shall meet and discuss any matter of mutual concern, including complaints by greens fee players or other Clearwater residents concerning the operation of the Club. The Board of Directors of the Club will make an investigation of any such complaint and its findings together with the resultant action taken will be reported back through the Committee to the City Commission. This liaison function of the Committee is not limited to the handling of complaints, nor is it intended to supplant any other channels of communication established or normally observed, between the City, and the Club. CLUB'S RIGHT TO CURE ANY ALLEGED DEFAULT WITHIN 30 DAYS OF WRITTEN NOTICE 27. A default in the performance of a promise, covenant, or obligation shall constitute a breach of this lease; provided, however, that such default shall not constitute such breach as to terminate this lease until and after the Club fails to cure or to take reasonable measure to cure such default within thirty (30) days after written notice of default has been served upon the Club. The City covenants that in the event this lease is assigned to a mortgagee or mortgagees, as is herein provided, the City will likewise give written notice to such mortgagee or mortgagees of said default and shall afford such mortgagee or mortgagees the same period of time within which such default may be cured without termination of this lease; however, no such notice shall be necessary unless such mortgagees shall have previously requested such notice in writing to the City, in which event the failure of the City to give notice to any mortgagee shall not limit its right to declare a default and termination of the lease. 9 UPON DEFAULT LEASE IS TERMINATED AND CITY MAY PURG 28. If any default is not cured after notice, as above pro% the Club or any mortgagee or assignee, then and in such event this Io terminated and the Club will become a tenant at will and the City will b? purchase such assets necessary for the operation of the golf course at value. TERMINATION 29. City may terminate this lease with thirty (30) days written notice to Club if Club violates any provision of this lease or fails to cure any alleged def. City may also terminate this lease for any municipal purpose consistent with Charter by giving one (1) year written notice to Club. HOLDOVER AFTER TERMINATION ON MONTH TO MONTH BASIS 30. If the Club, with the consent of the City, continues in possession of the leased property after expiration of the term of this lease, then the Club will be deemed to be holding the leased property on a month to month tenancy subject to all of the other provisions of this lease, but such tenancy by sufferance of the Club shall not be construed as a waiver of any right hereunder conferred upon the City. FAILURE TO ACT BY CITY NOT A WAIVER 31. Failure of the City to insist upon performance of any covenant hereunder shall not be deemed to be a waiver of the right to insist upon full performance at any subsequent time. AMENDMENTS MUST BE IN WRITING 32. Any additions or modifications to this lease shall be in writing and shall be executed by both parties and no oral agreement shall be effective to change or modify the terms of this lease. 10 PINELLRS COUNTY FI OFF, REC , SK 11114 PG IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. CLEARWATER COUNTRY CLUB MANAGEMENT, INC. C,. By: 6. 'L Pr sident By: cret ry CITY OF CLEARWATER By: Michael J. Roberto City Manager A Briars T Aungst V. Mayor-Commissioner A E T: Cyn is E. Gogrleau City Jerk Approved as to form: John Carassas Assistant City Attorney S:/Agreement Forms/Club Lease Agreement 11 1-1x1 I 1 It 1'I' A PINELLAS COUNTY FLA. OFF, REC , BK 11114 PG 1656 The NorLheasL 1/4 of tl?e SouLhea:;t 314 of -Section 10, Township 29 Smith, Range 15 Last, less Lite West 5 feet, less Lite North 15 feet, less 'the pavemctiL and curb of Haple Street and IliileresL- Drive lying wiLhi.n Lite South 30 feet of the EasL 30 feel rutd less Lite Seaboard System Railroad right-of-way. Together with Lite Southeast .1/4 of the Southeast 1/4 of sold Section 10, less the Soual? 1209 feet m.o.l. of Lite Enst 30 feel, lets Lite pavemenL and curb of. Ilillcresst Drive,. lying; within Lite North 120 feet of the last 30 feet, less the South 33 feet, and lestt Lite West 17 feet. Together with Lite Northwest 1/4 of Lite :;ollLIlWCl;L 1/4 of Sectlon 1.1, Township 29 South, Rnttge 15 Last, less the East 1234 feet m.o.l. of-Lite South 30 feet, less Lite pavement and curb of Maple Street lying within Lhe Went 90 feel' of the South 30 feet, less Lite East 50 feet, .less the North 15 feet, and less the Seaboard System Railroad righL-of-way. Less and except Ilillcrest Addition Subdivision as recorded in Plat Book 14, Page 49, of the Public Records of Pinellas County, Florida. I,ess and except. Lite following described tract: commence at the Northeast corner of I,ot 11 of said 11111crest Addition; thence run Went along the North .1Lne of Said II111cresL Addition 20 feel' to Lite point of beginning; thence cont.lnue West, along; said North line 100 feet; thence run North, along a line poral.lel to Lite Last line of said Ilillcrest Addition, 250.5 feet; thence run Northeasterly, 1.54.92 feet, to a point on a line 360 feet North of and parallel to the North line of said Ilillcrest Addition; thence run Eant, along s;t.ld line 69 feet, to Lite West right-of-way line of Highland Avenue; thence run South, along Said Ile.-;L right-of-way line, 360 feet to the point of beginning. Less and excepL Lite following described tract: begin at'Lhe Southwest corner of Lot 4 of said 11111crest Addition; thence run North along the West line of said Ilillcrest Add.lLion, 402.5 feet; thence run Southwesterly, 741.1 feet, to a pu.lnt on a line 647 feet West of and parallel to the West line of said Ilillcrest Addition; thence run South, along said line, 41 feet to the Nurch right-of-way line of Maple Street; thence run East, along said North righL-of-way 1.1.ne, 647 feet to the point qf- beginning. Less and excepL Lite following described tract-: commence at the intersection of the centerline of the Seaboard System Railroad right-of-way and the centerline of Betty Lane, as shown on the Plat of Country'Club Addition, as recorded in L'lnt Book 7, I'ag;e 36, of the-Public Records of Pinellas County, Florida; thence run along said centerline of the Seaboard System Railroad right-of-way and a curve to Lite left, chord bearing,N 80°43'37" E, 339.12 feet; thence continue along said centerline, N 77°35'57" L••, 83.44 feet, to the point of beginniig; Lhence run S 6°33'43" E, 537.60 feet; thence run S 51°46'23" E, 48.51 feet; Lhence run N 65"05'57" 1;, 311.38.feet; thence run N 21°20'48" E 610.59 feet to the centerline of said Seaboard System Railroad right-of-way; thence rull 'along ::aid centerline and a curve to tl?e right, chord bearing S 76°25'57" W, 1.36.63 . feet; thence conLlnue along said centerline S 77°35'57° W, 402.48 feet to Lhe point of beginning, less Lite Seaboard System Railroad right-of-way, 't'ogether Lite following rights and easements, namely: A right-of-way in ccnnoton with Lite parLy of Lite first part- for road or street purposes to and :front said parcel conveyed over and along a strip of land forty feet wide runnl.ng; parallel to and immediately south of the right-of-way of the Seaboard System lailroad, extending from Betty Lane on the West to the nbove described tract on Lhe Last. EXHIBIT B PINELLRS COUNTY FLA. OFF. REC . SK 11114 PG 1657 BEGIN at the intersection of the center line of Seaboard Airline Railway Co., and Betty Lane as shown on plat of COUNTRY CLUB ADDITION as recorded in Plat Book 7, page 36, Pinellas County Records and 'run thence along said Seaboard Airline Railway Co., center line and a curve to the left, chord bearing N 80° 43' 37" E, 339.12 ft.; THENCE along said center line N 77° 35' S7" E, 83.44 ft. for P.O.B. THENCE S 6° 33' 43" E, 537.60 ft.; THENCE S 51° 46' 23" E, 48.51 £t.; 711ENCE N 6S° 05' 57" E, 311.38 ft.; THENCE N 21° 20' 48" E, 610.59 ft., to center line of said Seaboard Airline Railway Coo., THENCE along curve to right and said center line, chord bearing S 76 2S' 57" IV, 136.83 ft.; THENCE S 77° 25' 57" W along said center line 482.48 ft. to P.O.B., less Seaboard Airline Railway Co., right-of-way. ., FIRST AMENDMENT TO LEASE AGREEMENT THIS First Amendment to that certain Lease Agreement dated May 9, 2000, recorded of public record on November 7, 2000, in O. R. Book 11114, page 1645, Public Records of Pinellas County, Florida ("Lease") is hereby made and entered into on , 2008, by and between the CITY OF CLEARWATER, a Municipal Corporation of the State of Florida, whose address is Attn: Parks and Recreation Director, P.O. Box 4748, Clearwater, FL 33758-4748, herein after referred to as the "City" and CLEARWATER COUNTRY CLUB MANAGEMENT, INC., a Florida Non Profit Corporation, herein after referred to as the "Club", whose address is 525 Betty Lane North, Clearwater, FL 33755 (individually referred to herein as "Party" or collectively as the "Parties"). WHEREAS, the City commissioned a study by the National Golf Foundation which resulted in the Parties entering into the Lease Agreement for a certain City-owned golf course property (the Golf Course) as more particularly described in Exhibit "A" (attached hereto and incorporated herein); and WHEREAS, the Club owns property adjacent to the Golf Course upon which the Golf Course clubhouse is located along with certain parking facilities and appurtenances (the "Clubhouse" or "Clubhouse Property") as more particularly described in "Exhibit "B" (attached hereto and incorporated herein); and WHEREAS, the Club now desires to sell the Clubhouse Property to the City; and WHEREAS, the City finds that it is in the best interest of the citizens of the City to assemble the Golf Course and Clubhouse parcels through a purchase of the Clubhouse parcel, which shall subsequently be included in the property to be leased back to the Club under this Lease Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained hereinafter, the parties hereby agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated in and form a part of this Agreement. 2. Item Number 1, Grant of Lease, Term Description and Option to Renew, is hereby amended as follows: The description of the Leased Premises shall be amended to include the Clubhouse Property, a 5.7 acre parcel having been purchased by the City from the Club of even date herewith, more or less simultaneous hereto, as more particularly described in Exhibit "A" attached hereto and incorporated hereby by reference. PERSONAL PROPERTY: All personal property owned by Club as inventoried in Exhibit "C" appended hereto, and by this reference made an integral part hereof, together with all future replacements or substitutions thereof, shall remain the property of the Club and shall not convey to City. City shall, however, have a security interest in such personal property in the form of a Uniform Commercial Code (UCC-1) Financing Statement which Lessee shall execute simultaneous to this Amendment. 3. Item Number 5, AVAILABILITY OF GOLF TO THE PUBLIC, is hereby amended as follows: AVAILABILITY OF GOLF AND USE OF OTHER IMPROVEMENTS TO THE PUBLIC The Club, in its operation of the course and other improvements (collectively the "Facilities") shall, at all times, subject to reasonable rules and regulations common to other similar facilities in the area, make the Facilities available to City of Clearwater residents who are not members of the Club upon payment of reasonable, applicable fees for such use. The Club will, at all times, conduct its operation in such a manner as will be conducive to greens fee play and other facility usage and will undertake any and all reasonable acts to insure that City of Clearwater residents are aware that the Facilities are available for their use without the need for a membership and will make reasonable efforts to see that the prevailing atmosphere at the Club will be such that all users will feel welcome to use the facility. The provisions of this paragraph shall be a material part of this lease. 4. Item Number 8, Use and Care of Premises is hereby amended as follows: The last sentence of paragraph 8 shall read as follows: Club and City Parks and Recreation Director shall meet annually to discuss capital improvement program to be implemented by the City at its discretion. 5. Item Number 14, BANKRUPTCY OR DEFAULT, CITY HAS OPTION TO TERM I NATE, is hereby amended as follows: Should the Club hereinafter be adjudged bankrupt or become insolvent or in any other way be financially unable to keep the covenants of this Lease, the City may at its option, terminate the Lease, as though for breach of any other covenant. 6. Item Number 16, RENTAL, is hereby deleted in its entirety and replaced with the following: The Club shall pay to the City as base rental for the premises $200,000 annually, plus applicable sales tax. The said rental payments shall be paid in advance to the City quarterly, beginning October 1, 2009. The disposition of remaining funds will be at the discretion of the Board of Directors of the Club, except that all funds must be used for the improvement of the course and facilities or to establish suitable reserves for the maintenance and capital improvements as provided for hereunder. Under no circumstances shall a profit be 2 made and distributed in any fashion or manner to Lessee, members, associates, or the public. 7. Item Number 17, CITY'S OPTION TO PURCHASE CLUB PROPERTY, is hereby deleted in its entirety and replaced with the following: It is the intention of the Parties that the City shall purchase the real property and improvements described in Exhibit "B" pursuant to that certain Purchase and Sale Agreement ("Purchase Agreement") of even date herewith between the Parties. This Lease Amendment and the Purchase Agreement are expressly contingent, each upon the other, becoming effective. The Club will lease the land and facility back from the City along with the Golf Course. 8. Item Number 18, OPERATION AND MEMBERSHIP REQUIREMENTS is hereby amended as follows: The Club agrees to operate the Clubhouse, golf course and related facilities located on the properties described in Exhibit "B" as a semi-private facility subject to the right of greens fee players and City of Clearwater residents to use the food, beverage, and rest room facilities during the day such players are using the course as further outlined herein. The Club covenants that membership in the Club, either social or golfing, will be made available to the public. The Club, however, in accepting applications for membership and admitting a member will be subject to the following guidelines and restrictions: A. For golfing and social membership, priority on a waiting list shall be given to residents of the City who are applicants. If no City resident is on the waiting list for an available membership, the said membership may be offered to the general public. B. Membership shall be without discrimination based on race, religion, sex, age or national origin. C. The Club's By-Laws will conform with these membership requirements and such By-Laws shall be continued during the term of this Lease. D. A violation of these covenants by the Club shall constitute a substantial default under the terms of this Lease. 9. Item Number 19, INSURANCE, INDEMNIFICATION AND HOLD HARMLESS is hereby amended as follows: The Club agrees to indemnify and hold the City and its employees harmless from and against any and all claims, demands, and causes of action or lawsuits of whatever kind or character arising directly or indirectly from this agreement or the performance hereof. This indemnity clause includes, but is not limited to, claims, demands, causes 3 f-. of action or lawsuits for damages or injuries to goods, wares, merchandise and property and for any bodily or personal injury or loss of life in, upon or about the property. The Club shall obtain at its own expense, and maintain during the term of this agreement, the insurance coverages set forth below: (1) Personal Property - The City shall not insure or self-insure loss to personal property of Club. Club understands that it is solely responsible for such losses regardless of cause. (2) Comprehensive General Liability - Coverage shall be afforded on a form no more restrictive that the latest edition of the Comprehensive General Liability policy filed by the Insurance Services Office and shall include: a. Minimum limits of $1,000,000.00 per occurrence combined single limits for bodily injury liability, personal injury, and property damage liability. b. Premises and Operation. c. Independent Contractors. d. Products or Completed Operations. e. Personal Injury Coverage with employees and contractual exclusions removed. f. Liquor Law Liability, if applicable. g. Golf carts or other golfing appurtenances not owned by the Club but brought onto the property by others. (3) Business Auto Policy - Coverage shall be afforded on a form no more than restrictive than the latest edition of the Business Auto Policy filed by the Insurance Services Office and shall include: a. Minimum limits of $1,000,000.00 per occurrence, combined single limits for bodily injury liability and property damage liability. b. Coverage on all vehicles (owned, hired, and non-owned). (4) Workers Compensation - Coverage shall apply for all employees for statutory limits in compliance with the applicable State and Federal laws. In addition, the policy shall include employer's liability with a limit of $500,000.00 for each accident. If the self-insured status of the Club is approved by the State of Florida, the City agrees to recognize and accept such status upon proof of such approval. 4 Other Requirements. (1) The City shall be named as an additional insured on all insurance policies required under this agreement. (2) Copies of insurance certificates for all insurance required by the agreement, and copies of all insurance policies covering insurance required by this agreement, shall be furnished to the City Clerk of the City prior to the use of the property. (3) Not less than sixty (60) days notice of cancellation or restricted modifications of any insurance policy providing the coverage required by this agreement shall be required on all insurance policies. The City shall obtain at its own expense, and maintain during the term of this agreement, the insurance coverages set forth below: (1) Property Insurance - The City shall insure or self-insure the property exposure to its building as it deems fit. 10. Item Number 21, CLUB TO SUPPLY AUDIT BY C.P.A. is hereby amended as follows: The Club agrees for purposes of auditing and assurance of proper stewardship that it shall at least annually, in each year from the term of this lease, at its own cost, furnish to the City a complete audit of its operations, prepared by a Certified Public Accountant, together with such interim accounts as may from time to time be requested. Such annual statement shall be furnished within thirty (30) days after the end of the Club's fiscal year. The Club shall further submit to the Parks & Recreation Director an annual report of course operation. 11. Item Number 24, WRITTEN CONSENT OF CITY NECESSARY FOR ANY CHANGES, is hereby amended as follows: Club must get City approval which shall not be unreasonably withheld to remove, demolish, remodel or replace any building or other structure on the leased land of land owned by the Club. 12. Item 25, DEFAULT BY CLUB ON ANY MORTGAGE CITY MAY CONSTRUE IT AS A DEFAULT IN LEASE, is hereby deleted in its entirety and replaced with the following: The Club shall not enter into any loan or agreement obligating any portion of the Facilities thereby creating additional debt or encumbrance on the Leased Property or facilities. 5 r, r 13. Item 27, CLUB'S RIGHT TO CURE ANY ALLEGED DEFAULT WITHIN 30 DAYS OF WRITTEN NOTICE, is hereby amended as follows: A default in the performance of a promise, covenant, or obligation shall constitute a breach of this lease; provided, however, that such default shall not constitute such breach as to terminate this lease until and after the Club fails to cure or to take reasonable measure to cure such default within thirty (30) days after written notice of default has been served upon the Club. 14. Item 28, UPON DEFAULT LEASE IS TERMINATED AND CITY MAY PURCHASE ASSETS, is hereby amended as follows: If any default is not cured after notice, as above provided, then and in such event this lease shall be terminated and the Club will become a tenant at will and the City will be entitled to purchase such assets necessary for the operation of the golf course at fair market value. 15. Item Number 33, PROCURING SUPPLIES, is hereby added to read: The City shall procure for and supply to the Club all golf course and other facility areas maintenance materials, including, but not limited to, fertilizer, insecticides, pesticides, and sod, and other supplies necessary for the Club to discharge its maintenance obligations hereunder, which shall be used to maintain the subject property only. The Club will reimburse the City for it's out of pocket costs of these supplies. 16. Item Number 34, CAPITAL IMPROVEMENT PROJECT, is hereby added to read: The City shall establish an annual Capital Improvement Project fund, in the amount of $50,000, and shall conduct capital repairs, refurbishment, restoration and replacement as determined by the City in its sole discretion, with the City providing the final determination as to such repairs, and within the restrictions of any applicable approved City budget, to keep the facility at a level that is acceptable for other similar City facilities and buildings. The Club shall continue to maintain its existing CIP fund (in addition to the City's CIP fund as described above), of at least $50,000, which shall be administered by the Club, in its discretion for capital improvements at the golf facility. 17. Item Number 35, RADON GAS NOTICE, is hereby added to read: In accordance with provisions of Section 404.056(5), Florida Statutes (1989), as amended, Buyer is hereby informed as follows: 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 6 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 public health unit. 18. Item Number 36, ASSIGNABILITY OF LEASE, is hereby added to read: This lease may not be assigned in part or whole to any other entity. All other terms and conditions of the Lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written. Countersigned: Frank V. Hibbard Mayor Approved as to form: Laura Lipowski Assistant City Attorney CLEARWATER COUNTRY CLUB MANAGEMENT, INC. By: Print Name: President By: Print Name: Secretary CITY OF CLEARWATER, FLORIDA By: Attest: William B. Horne, II City Manager Cynthia E. Goudeau City Clerk 7 liXltlltl'? A Township 29 SoitLh, Range The NorLhoasL 1/4 of the SOnLheasL 1./4 of 'Section .10, less 'tile paveuu;nt and 15 L''ast, 1e:;s Lite West 5 feel', less Lite North 15 feet, curb of M;tple Street and llillcrest Drive lying within Lite South 30 feet of Lite I:;1st 30 feet and less Lite Seaboard System Railroad right-of-wly. LhcoSotiher1 with Lite Sotitheant 1/4 of the SouLheasL 1/4 of said Section 10, L Drivel. feet m.u.l. of Lite I?ast 30 feet, less Lite I+avcmcnL and curb of. Ilillcrer lying; within Lite North 120 feet of the East 30 feel', less Llte SouLh 33 feet, and lesu Lite WeuL 17 feet. Together with Lite NorLhwcsL 1/4 of the 12 41+fc,.L less the East 1/4 of Section .1.1, Township 29 South, 1(angc 15 Last, u;.o.l. of-Lhe South 30 feet, less Lite pavemenL and curb of Maple Street lying wltltlo Lhe 14cuL 90 feet of the South 30 feet, less Lite East 50 feet, lc:;:t Lite North 15 feet, and less Lite Seaboard System Railroad right-of-way. less and except IlillcresL Addition Subdivision as recorded in Plat Book 14, Page 4g, of Lite I'ublic Records of Pinellas County, Florida. runcommence alonIItltheNlJorlt:hn.llneoofer Less and except Lite following ??tionbeLhencetract: of l.ot 11 of said llillcrest Ad said Illllcrest Addition 20 feel' to the point of beginning; thence conLinuc West, along; said North line 100 feel; thence run North, along a line p;+r;+J.lcl to Lite 1lne of said llillcrest Addition, 250.5 feet; thence ru+ti+rallel Northea;;Cerly, 1.54.92 feet, to a point on a line 360 feet North of and I to Lite North line of said llillcrest Addition; thence run L'ast, along ::aid line 69 feet, to Lite West right-of-way line of Highland Avenue; thence run South, along Said Wert rlghL-of-way line, 360 feet to Lite point of beginning. Less and except the following described tract: begin at'Lite Southwest corner of l.ot 4 of sald 11111crest Addition; thence run North along the WestJinelofasaid llillcrest AddlLlon, 402.5 feet; thence run Southwesterly, feet, 741.1 point on a .line 647 feet West of and parallel to the West fline of eet to aidNuitl+ the llillcrest AddlLlon; thence run South, along; said line, 41 right-of-way line of Maple Street; thence run East, along said North righ L-of-way 11ne, 647 feel' to the point, of beginning. Less and excr_pL the following described tract: commence at the intersection of Lite cer+Lerline of the Seaboard System Railroad tight-of-way and the centerline of Betty Lane, as shown on the Plat of Country'Club Addition, as recorded in Plat Book 7, Page 36, of Lhe-Public Records of Pinellas County, Florida; thence run along; said centerline of the Seaboard System Railroad right-of-way and a curve to the left, chord bearing,N 80°43'37" G; 339.12 feel; thence conLlnue ;;long; said ecrtterl.ine, N 77°35'57" L•', 03.44 feet, to Lite point of beginning; thence run S 6°33'43" E, 537.60 feet; Lhence run S 51°46'23" E, 48.51 feeL; thence run N 65°05'57" E, 311.38.feet; thence run N 21°20'411" E 610.59 feet to Lite centerline of said Seaboard System Railroad right-of-way; thence run 'along sald centerline and a curve to Lite right, chord bearing S 76°25'57" IJ, 1.36.83 feet; thence co;+tl+tue along said centerline S 77°35'57" W, 482.48 feet Lo Lite point of beginning, less the Seaboard Syste;n Railroad right-of-way, Together the following right's and easements, namely: A right-of-way in common with Lite party of the first part. for road or street purposes to and Jro;n said parcel conveyed over and along a strip of land forty feet wide running parallel to and immediately south of Lite right-of-way of Lite Seaboard System Railroad, extciullug from Betty Lane on the WesL Co the above described tract on Lite LasL. EX14IBIT B BEGIN at the intersection of the center line of Seaboard Airline Railway Co., and Betty Lane as shown on plat of COUNTRY CLUB ADDITION as recorded in Plat Book 7, page 36, Pinellas County Records and 'run thence along said Seaboard Airline Railway Co., center line and a curve to the left, chord bearing N oo 43' 37" E, 339.12 ft.; THENCE along said center line N 77° 35'057" E, 83.44 ft. for P.O.B. THENCE S 6° 33' 43" E, 537.60 ft.; THENCE S S1 46' 23" E, 48.51 ft.; THENCE N 6S° 05' 57" E, 311.38 ft.; THENCE N 21° 20' 48" E, 610.59 ft., to center line of said Seaboard Airline Railway Co., THENCE along curve to right and said center line, chord bearing S 76° 25' 57" 11, 136.83 ft.; THENCE S 77° 2S' 57" W along said center line 482.48 ft. to P.O.B., less Seaboard Airline Railway Co., right-of-way. Exhibit "C" NAME Member # Amount Date recd Date Acoe 'd Acct credit. Address Phone Check d. Rollover ttr. Acenbrack D.E. 270 $2,000 1110107 1/10/08 Mar 1926 Sever Dr., CNvr. 33764 443-6800 Bader, 'ames 43 S2,000 2/10107 2110/08 April 1666 Lon Bow Ln. CLWR 33764 531-1285 Bailey, John Bartkus. Chris 48 596 $2,000 $2,000 1/10107 1/10107 1/10/08 1110108 Mar Mar 1647 St Pauls Dr Clwr 33764 1200 Country Club Dr #6106 Largo 33771 530-0380 5189-0394 Bauman Joann & Peter 106 $2, 2/71071 2/6/08 April 670 Island Way #704 Clwr 33767 447-7141 Bennett Steve 554 $2,000 2/18/07 2/18/08 April 1004 US 19 St101 Holiday 346+91 741-1701 Booth Joseph Coffe Robert 50 305 $2.000 $2.000 112/07 1/10/07 1/2/08 1/10/08 Mar Mar 1471 Feather Dr #62B Clwr 33759 1335 Indian Rocks Rd Belleair 33756 797-5218 584-0065 Cushen Martin 77 $2.000 1/17/07 1/17/08 Mar 825 S Gultview #209 Clwr Bch 33767 462-6714 Dublin Richard 175 $2,000 213107 2/3108 April 819 3rd Av NW Largo 3377 585-0901 Ferguson, Robert 25 $2.000 1/10/07 1/10108 Mar 240 Sand Key Est Dr #26 Clwr 33767 596-5530 Flynn, George 24 $10,000 12128/07 1/1/08 Mar 2045 Whitney Chw 33760 531-3455 Freund Ellen 7 000 2121/07 2/21/08 Mar 2294 Belgian Ln #10 Clwr 33763 596-5613 Golm Robert 353 $2.000 1112/07 1/12/08 Mar 2101 Sunset Point Rd Clwr 33765 461-3493 Haban Lee 176 $2,000 1131/07 1131/08 Mar 12800 90th Av N Seminole 33776 393-3984 Hall, Stephen Hockenrid a C.M. 123 393 $2,000 000 1113106 1/27/07 1/13/08 1/27/08 Mar Mar 585 S Harbor Dr #413 Chw 33759 30 Turner St Chw 33756 724-0787 443-4729 _ Imfeld 'ames 521 $2.000 1/26107 1/26/08 Mar 3221 Hibiscus Dr E Belleair Beach 33786 517-1129 Kinnebrew Cheryl 57 000 1/2/08 1/9/08 Mar 10075 Keith Av Seminole 33776 596-7090 Konrad William 439 $6,000 1/22/07 1/22108 Mar 1351 Gulf Blvd #219 Clwr 33767 595-2982 Kulaas Sunny 261 $4.000 1/27/07 1/27108 Mar 9 Turner St #13 Chw 33756 443-3659 Lewis Mr&Mrs. H.W. 167 $4,000 1/13/07 1/17/08 Mar 756 Harbor Island Clwr 33767 446-6645 Lovell Calvin E. 74 $2,000 1/10/07 1110108 Mar 3448 Stirling Rd Palm Harbor 34684 789-2882 Mason Irma 151 000 1/12/07 _ 1/12/08 Mar 2255 Philippine Dr #5 Clwr 33763 446-9501 Meeker Angela 352 2 H 1/24/07 1/24108 Mar 1655 Highland Unit f-126 CNvr 33756 585-8968 Mensin a John 461 $6 000 1/28/07 1128/08 April 3069 Sunset Blvd Beleair Bluffs 33770 581-0068 Millington, Wayne 509 $2,000 1118107 1119/08 Mar 330 leeward Av Clwr 33767 462-8106 Nall Carroll 652 $2.000 1/31/07 1/31/08 Mar 1524 Maple St Clwr 33755 446-2142 Nall Andrew 212 $2.000 1/31/07 1/31/08 Mar 2050 Diplomat Dr GKw 33764 535-6150 Patterson Charles 421 $2,000 2007 2008 AprV 1642 South Lake A #4 Chw 33756 518-6879 Reeve Mark 127 $2,000 1110/07 1/10/08 Mar 3314 Sand Ride Dr Chw 33761 785-7320 Roscio Floyd 890 $2,000 1/13/07 1/13108 Mar 37 Leeward Island CLWR 33767 442-9903 Sohl Charlotte 481 S10.000 2/10107 2/10108 April 1100 S. Belcher Rd #694 Largo 33771 531-5708 S odeck Walter 727 $2,000 212/07 212/08 April 2404 Florentine #14 Chw 33763 796-1917 Teague, Carolyn 49 $2,000 1110/07 1/10108 Mar 631 Harbor island Clwr 33767 443-3556 Wadsworth Kenneth 470 $2,000 1113107 1113/08 Mar 31 Island #504 Chw 33767 447-7182 Wert Lorraine 152 $2,000 1/17/07 1117/08 Mar 9845 131 St N Largo 33776 595-5794 tots I 1$108,000