TRANSFER OWNERSHIP AND LEASE CANCELLATION
AGREEMENT
. This Agreement by and between the City of Clearwater, Florida, a municipal corporation,
whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-4748 (the "City"), and
Pinellas Community Center, Inc., d/b/a The Long Center, a Florida non-profit corporation (the
"Center") and The Long Center Foundation, a Florida non-profit corporation (the "Foundation")
both of whose address is 1501 North Belcher Road, Suite 225, Clearwater, FL 33765, is made
and entered into this d1!1.y of ard , 2003.
WITNESSETH:
WHEREAS, the City is a municipal corporation owning certain land located at 1501
North Belcher Road in the City of Clearwater, (the legal description of which is attached hereto
and incorporated herein as Exhibit "A"), which the City leases to the Center in accordance with
that certain Lease Agreement between the parties dated February 26,2002 ("Lease Agreement"
Exhibit "C", attached hereto and made a part hereof), for the purpose of operating a facility for
public recreational, educational and training programs; and
WHEREAS, the facilities and improvements on said land (the "Facility", Exhibit "B"
attached hereto and made a part hereof), located at 1501 North Belcher Road, is owned by the
Center; and
WHEREAS, the Center wishes to transfer ownership of the Facility to the City; and,
WHEREAS, the Center and the City have in the past partnered in the operation and
maintenance of the facility with the Foundation assisting in subsidizing the operational and
maintenance costs and no other such private subsidy currently exists for any other community
recreation center in the City; and
, .
WHEREAS, the City, the Center and the Foundation (collectively "The Parties") desire
to continue to work together to provide recreation programs and activities as a means to help
young people, adults and families, and it has been determined to be highly desirable and socially
responsible to provide such activities to build and foster the confidence, educational,
recreational, social skills and good habits in young people, adults and families; and
WHEREAS, The Parties mutually desire to terminate the Lease Agreement, and a related
agreement, dated May 1, 2001, (Exhibit "D", attached hereto and made a part hereof) which
provides funding to the Facility through the Pennies for Pinellas program, and replace both
agreements with this Agreement; and
NOW, THERFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I. TERMIATION OF LEASE AND TRANSFER OF FACILITY
The Lease Agreement between the Parties, dated February 26, 2002, is hereby terminated.
In accordance with the Quit Claim Deed and Bill of Sale attached hereto and incorporated herein
as Exhibit "E", the Foundation does hereby transfer all right, title and interest to any buildings,
improvements and any appurtenances thereto, personal and or other property attached to or
existing upon the City's land as described in Exhibit "A".
ARTICLE II. TERM
The term ofthis agreement shall be for a period of five (5) years commencing on October
1,2003 (the "Effective Date") and continuing through September 30,2008 (the "Termination
Date"). This Agreement shall automatically renew for successive five (5) year periods unless
notification is provided, in writing, by the terminating party sixty (60) days prior to the end of the
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then current term. However, nothing in this Agreement shall be deemed a waiver by the City of
its right to cancel or not to renew this Agreement as provided for herein. The expression "term
hereof' refers to the initial term hereunder and to any extension thereof as provided herein.
ARTICLE III. RESPONSIBILITIES OF THE CITY
1. Services to be Provided: In consideration for the transfer of the Facility, and the
continued financial support from the Foundation, the City shall manage day-to-day operations
and provide programs and services at the Facility as follows, subject to the City's operating
budget for such purposes in each fiscal year of the City, and provided that the City shall not be
obligated to appropriate ad valorem tax revenues for such purposes. (Under the Florida
Constitution, the City Commission cannot enter into an agreement that binds future City
Commissions to payments that are not included in the annual budget. Also, an obligation to pay
from ad valorem tax revenues may be construed as a "bond" for which referendum approval may
be required.)
a) Programs: The City shall conduct educational, recreational, cultural and
motivational programs at the Facility for the benefit of Clearwater area youth, adults,
and families equivalent to those provided at the Facility as of September 30,2003.
The core programs to be provided are as follows:
i) The City shall offer recreation programs consistent with those offered at
the Long Center at the inception of this Agreement, including but not
necessarily limited to, organized games, playtime and intramurals, and
youth development activities.
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ii) Hours of operation open to the public shall be equivalent to the hours of
operation at the Facility at the inception ofthis Agreement.
iii) The City shall take all reasonable, necessary steps in assisting in the
facilitation and support of community organizations and their meetings
and activities.
iv) The City shall continue to offer educational classes consistent with those
offered at the Facility at the inception of this Agreement.
v) The City shall make reasonable efforts to increase the services and
programs being offered at the Facility.
b) Operating Responsibility: The City shall oversee the day-to-day management of
programs, manage the operations of the Facility and employ the staff necessary to do
so. To continue to provide the lowest possible cost to the community, the City will
encourage Use Agreements with non-profit agencies ("Sponsoring Agencies" or
"Partner Agencies") whose mission is to provide recreational/educational programs
for the general public. These Sponsoring Agencies and will make a capital
investment in the Center, in an amount approved by the City and such approval will
not be unreasonably withheld, and pay usage or rental fees for specific usage or space.
The Sponsoring Agencies will provide supervision and personnel necessary
including contract instructors to conduct their programs. In the case of core
programming conflicts, the City shall have priority of usage.
Priority order of scheduling:
1. Maintenance
2. City Programming
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3. Sponsoring agency (Subject to the policy on open community usage, the City,
during all open hours, will schedule space within the Facility to accommodate
public usage along with Sponsor Agency use, based on the annual schedule.)
4. Rentals
It is understood that the Sponsor Agencies will meet on a regular basis to schedule
their core programs with City's staff. An approved schedule of core programming
will be distributed to the agencies at the same time the schedule is established. Any
additional activities sought to be scheduled that compete with, encroach or
acoustically interfere with the City's approved core programs shall require
concurrence from the City. Such concurrence will not be unreasonably withheld by
the City.
Any Use Agreements between "Clearwater for Youth - Exhibit "F", Upper
Pinellas Association for Retarded Citizens, Inc. - Exhibit "0" and City of Safety
Harbor - Exhibit "H", (all of which are attached hereto and made a part hereof) in
existence at the inception of this Agreement will technically terminate, however, the
Users thereunder shall continue to enjoy the use and benefits of the Facility under the
same terms and conditions. The City shall present new Use Agreements to the
Agencies for execution (between the Sponsoring Agencies and the City). The new
Use Agreements shall contain the same terms and conditions of the former Use
Agreements, unless a change is mutually agreed upon.
Maintenance: Subject to Partner Agency commitments to the contrary, the City shall
provide the labor and materials necessary to :
i) Perform all interior and exterior maintenance
ii) Athletic field maintenance
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iii) Playground maintenance
iv) Infrastructure maintenance, consistent with the standards of other City
buildings.
b) Capital: City shall conduct capital repairs, refurbishment, restoration and
replacement as determined by the City and the Sponsoring Agencies in the Capital
Improvement Program, Exhibit "I" (attached hereto and made a part hereof), with the
City providing the final determination as to such repairs, and within the restrictions of
the approved budget, to keep the facility at a level that is acceptable for other similar
City facilities and buildings.
c) Revenues: The City will retain all revenues generated at the facility during the term
of the Agreement, including but not limited to, all revenues from:
i) Rentals
ii) Classes/Programs
iii) Partner agencies
iv) Concession and vending
d) Penny for Pinellas II Allocation: The City will facilitate expenditures of
improvement projects at the Facility in its sole discretion. The current approved
balance for such projects is $991,000.00. Projects may include, but not necessarily be
limited to, a new entrance, building renovation and upgrade and expanded fitness area
within the existing footprint of the building. The City agrees that construction work
will commence on or before October 1, 2004. The Agreement between the parties
dated May 1, 2001, related to the use of Pennies for Pinellas funds, is hereby
terminated.
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e) Existing Staff: The City will make its best efforts to provide opportunities for those
Center employees employed prior to the inception of this Agreement, within the Parks
and Recreation Department, as permitted by the City's budget, existing pay plan
structure and available, open positions.
2) Area to be Served: Services rendered through this agreement shall be provided to
individuals who reside in the greater Clearwater area, as well as individuals from outside of
the Clearwater area through local, state and national events held at the Facility.
3) Use of the Long Center:
a) No Illegal Use. The City agrees that they will make or allow no unlawful, improper or
offensive use of the premises.
b) Rules for Use. Rules and regulations governing the use of the Facility may be
established by the City in its sole discretion. Such rules and regulations developed by the
City will provide for and allow reasonable user fees recognizing the Foundation's
subsidy.
c) Sign age. The City may place an identification sign on the Facility or in the park
according to City codes at the City's expense. The name of the Facility must forever
more be known as the H.E. "ZIP" LONG Center; the gymnasium known as the DAN
AND NADINE CARLISLE Courts and Gymnasium; and the aquatic center known as the
ROZ AND DAN DOYLE Center for Aquatics.
d) Office Space for Center. The City shall provide no less than 75 sq. ft. of office space at
the Facility for the Foundation's use and receipt of mail, as well as occasional use of the
Board Room for regular or special meetings.
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4) Payment for all operating expenses: The City is responsible to pay all operating expenses
associated with the Facility including but not limited to electric, water, sewer, custodial,
insurance, sanitation and building maintenance.
5) Payment of Fees and Taxes. The City shall obtain all required licenses at its own expense
and shall pay all required taxes necessary to the City's operation at the Facility.
6) Scheduled Reports of City Activities:
a) The City shall furnish the Foundation with a quarterly report of activities conducted under
the provisions of this agreement within two weeks of the end of each quarter. Each report
is to identify the number of clients served, the type of activities, programs offered. Other
reports may be requested by the Foundation.
b) The City agrees to submit an annual report and to cooperate during on site visits and other
on-site monitoring (including, but not limited to, access to sites, staff, fiscal and client
records, and logs and the providing of related information) with the Foundation providing
reasonable notice prior to such visits.
7) Creation, Use, and Maintenance of Financial Records:
a) Creation of Records: City 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 Facility similar to other City recreation centers. Such
records shall be available and accessible at all times for inspection, review, or audit by
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authorized Foundation representatives with reasonable notice for such inspection during
normal business hours.
b) Use of Records: City shall produce such reports and analyses, within reason, that may be
required by the Foundation to document the proper and prudent stewardship and use of
the Facility.
c) Maintenance of Records: All records created hereby are to be retained and maintained
for a period not less than five (5) years.
8) Publicizing of Foundation Support: The City agrees to utilize every reasonable
opportunity to publicize the support received from the Foundation. The City further agrees to
supply the Foundation up to three copies of any publication developed in connection with
implementation of programs addressed by this Agreement. Such publications will state that
the program is supported by the Foundation.
ARTICLE IV. RESPONSIBILITIES OF THE FOUNDATION
1. Grant of Funds. The Foundation will provide annual funding to the City in the total
amount of $200,000, payable in quarterly payments within ten (10) days after the
beginning of each quarter. In the event that the Foundation does not meet its funding
requirement as provided for herein, the City retains the right to terminate this Agreement,
with notice of termination, in writing, thirty (30) days prior to termination. Upon the
expiration of the thirty (30) day period for notice as provided above, this Agreement shall
be terminated and The Parties hereto shall be relieved of all obligations hereunder.
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2. Other.
a) The Foundation agrees to consider annual grants requested by the City and others
from endowment earnings to fund recreational and educational programs at the
Facility.
b) The only other financial obligation ofthe Foundation shall be to service and
maintain the following Donor recognition sites:
. Courtyard granite
. Courtyard stairway board and donor bricks
. Reception area board
New donor recognition (naming opportunities) must be agreed to by both parties.
c) The Foundation agrees to provide City with advance copies of news releases,
promotional brochures and donor letters.
ARTICLE V. INSURANCE AND MISCELLANEOUS PROVISIONS
1. City Property Self-Insurance or Self-Funding. Any provision of this Agreement to
the contrary notwithstanding, while the City shall maintain insurance coverage and limits as
provided for in this Agreement, parties hereto specifically agree that the City may do so by
self-insurance and/or by purchase at the sole option of the City. To the extent required by the
terms of this Agreement, insurance coverage and limits shall be evidenced by delivery to the
Foundation of letters of self-insurance or self-funding executed by the City's Risk Manager, or by
certificates of insurance executed by either the agent for the insurers or the insurers or by copies
of policy declaration pages. Such letters, certificates, and policy declaration pages shall list
coverage (including the amount of insurance per claim and per occurrence, any gap in coverage,
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and the amount of the excess insurance) and policy limits with expiration dates and major policy
terms and endorsements.
(a) General. All insurance policies obtained pursuant to this Paragraph shall: (i) be
with companies legally authorized to do business in the State of Florida and which possess a
minimum rating of A- or better and a minimum class VIII financial size category (as listed at the
time of issuance by A.M. Best Insurance Reports), which are reasonably acceptable to the other
parties; and (ii) shall name as an additional insured each other party and such Affiliates of that
party as it shall reasonably request. Upon commencement of the Term, each party shall furnish
or cause to be furnished to the other party a certificate of insurance evidencing all such insurance
policies. Renewal certificates shall be delivered by each party to the others at least ten days prior
to the expiration of any policy of insurance. No such policy shall be cancelable or subject to
reduction of coverage except after thirty days' prior written notice to all parties hereto.
(b) Remedies. If any party fails to obtain, keep in force or provide evidence of any of
the insurance policies or self-insurance coverage required by this Paragraph, the other party may
give written notice to the defaulting party, and the defaulting party shall have until the earlier of
(i) five days after its receipt of such notice, or (ii) regardless of whether notice shall have been
given, one day before the date the required insurance wi11lapse, to cure the default. If the default
is not cured within such period, then the other parties shall have the remedies set forth herein.
(c) Waiver of Subrogation. Each party hereby releases and relieves the other party,
and waives its entire right of recovery against the other party, for direct or consequential loss or
damage arising out of an incident to the perils covered by any insurance carried by the other party
or which would have been carried had such other parties fulfilled their obligations hereunder to
carry insurance, whether or not due to the negligence of the released party or its agents,
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employees, contractors or invitees. If necessary, all property insurance policies required by this
Agreement shall be endorsed to so provide.
2. City's Non-Property Coverage. The City shall maintain at its expense during the Term
of this Agreement, the following non-property insurance:
(a) Auto Liability and General Liability: Self-Insured Level: $100,000 per
Person/$200,000 per Occurrence self-insured retention with the statutory limits per Section
768.28 Florida Statutes. Excess Insurance: $5,000,000 per occurrence excess insurance (no
aggregate applicable) with self-insured retention of $500,000.
(b) Workers' Compensation: Statutory workers compensation coverage per
occurrence with self-insured retention of $500,000.
(c) Property Coverage. The City shall maintain at its expense during the Term of
this Agreement the following property related insurance:
(i) Property insurance for 100% of full replacement value of the Demised
Premises (including all improvements and personal property), with deductibles not
exceeding $50,000 per occurrence against loss by so-called "all risk" perils, including but
not limited to fire, extended coverage, storm (including without limitation wind, flood
and hurricane coverage), boiler and machinery, vandalism, malicious mischief, flood and
earthquake. Such insurance is to contain a replacement cost endorsement, and
endorsements eliminating any and all coinsurance provisions.
(ii) For any work of construction conducted on the Demised Premises by or at
the direction of the City, builder's risk insurance with the same limits and coverages as set
forth in Subsection 12.2.1, provided that at the City's election, such insurance may be
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maintained by the contractor(s) performing the construction work at the Demised
Premises.
(d) Indemnification. The City agrees to indemnify and hold The Center and The Foundation
harmless from and against any and all claims, demands, and causes of actions or lawsuits of
whatever kind or character arising directly or indirectly from this Agreement or the performance
hereof, FROM THE TIME OF EXECUTION OF THIS AGREEMENT AND THEREAFTER,
unless such claims are the result of the Center's or the Foundation's sole negligence. Under no
circumstances, or in no event shall the City indemnify the Center or The Foundation, or be liable
in any way for claims, demands, and causes resulting from The Center or The Foundation's
ownership, use, occupation of the Facility, or any other party's use or occupation thereof, prior to
the execution of this Agreement.
The Center and The Foundation agree to indemnify and hold The City harmless from and
against any and all claims, demands, and causes of actions or lawsuits of whatever kind or
character arising directly or indirectly from their ownership, use, occupation of the Facility, prior
to the execution of this Agreement. The Center and the Foundation hereby represent that there is
no pending litigation, claims, demands, or causes of action whatsoever against the Center, the
Foundation or any third party that has in any way entered upon, occupied or used the facility prior
to the execution of this Agreement, including Users under those certain Use Agreements attached
hereto as Exhibits "F", "G" and "H".
ARTICLE VI. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire Agreement of the parties on the subject hereof and
may not be changed, modified, or discharged except by written Amendment duly executed by
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both parties. No representations or warranties by either party shall be binding unless expressed
herein or in a duly executed Amendment hereof.
ARTICLE VII. TERMINATION
The City retains the right to terminate this Agreement for any municipal need determined
by the City Commission to be necessary for a superior purpose and consistent with the City's
Charter. In addition, the City may terminate this Agreement in the event that the State of Florida
or any of its agencies or political subdivisions thereof requires the property or any portion thereof
for a public purpose.
Failure to adhere to any of the provisions of this agreement shall be considered a material
breach and constitute cause for termination. This agreement may by terminate with 90 days
written notice without any further obligation by City.
ARTICLE VIII. 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), on the fifth
(5th) business day after the day on which such notice is mailed and properly addressed.
1. If to City, addressed to Parks and Recreation Director, 100 S. Myrtle Avenue, Clearwater,
FL 33756, with copy to City Attorney, 112 S. Osceola Avenue, Clearwater, FL 33756-
5103.
2. If to Foundation, addressed to The Long Center Foundation, Attn: Chairman, 1501 North
Belcher Road, Suite 236, Clearwater, FL 33765.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals this
J7111daYOf ()r ,2003
Countersigned:
CITY OF CLEARWATER, FLORIDA
Approved as to form:
By:
Attest:
o
::8. tt.,.~ '"Z
illiam B. Home, II
City Manager
Laura ~b -
Assistant City Attorney
PINELLAS COMMUNITY CENTER, INC.
DBA THE LONG CENTER
By: ~e~~k~_
f!(e?IJ.CQJ- I fu1:-
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Cynthia E. Goudea
City Clerk
Attest:
By: ,ifaL4 .J ~
Printed Name: ~. ~d
FISHER ENDOWMENT
SUNSHINE PLA YGOUND ENDOWMENT
FINANCIAL STABILITY ENDOWMENT
LONG CENTER ENDOWMENT
H.E. "ZIP" LONG ENDOWMENT
Attest:
-- <<?~.
B~fd~~c.:iszH~
Printed Name:~<?.t..eIC/C E, hillf;e.
BY:~~
Printed Name: S . & ,. c.J
LONG CENTER FOUNDATION, INC. Attest:
JL
BY:~:t:N~::~ftiZ ~~BY: ~~eti~~.~I.~
(v-e$utev..t I PCQ.l
16
*** OFFICIAL RECORDS ***
BOOK 7298 PAGE 282
A tract of land lying within the Northwest 1/4 of Section 7, Township
29 South, Range 16 East, Clearwater, pine1las County, Florida and
being more particularly described as follows:
Commence at the Northwest corner of said Section 7; thence
S89?35'50-E, along the North line of theNorthwest 1/4 of said Section
7, for 55.00 feet to the East right-of-way line of Belcher Road;
thence SOO?04'Sl"E, along said East right-of-way line and along a line
being 5S.00 feet East of and parallel to the West line of the
Northwest 1/4 of said Section 7, same also being .t1l'!'! !:le".t'lng basis of
this description, for 480.50 feet to the Southwest corner of that
property described in O.R. Boole 6247 on page 1429 and being the POINT
OF BEGINNING: thence S89-35'50-E, along the South line of said
property, and along a line 480.48 feet South of and parallel to the
North line of said Northwest 1/4, for 390.04 feet to the center of a
sanitary manhole; thence continue- S89035'50"E, along said parallel
line, for 272.65 feet to the centerline of a creek; thence
southeasterly approximately 850 feet along said centerline, same also
being the westerly bounds of that certain property described in O.R.
Boole 5851, on page 1012, the following nine (9) courses being used for
closure ~urposes; (1) thence S33-42'24"E, for lO.60 feet; (2) thence
S20046'23"E, for 139.50 feet; (3) thence SOlo02'42"E, for 100.92 feet:
(4) thence S2604l'04"E, for 42.96 feet; (5) thence N83'"42'51"E, for
33.70 feet; (6) thence S65053'll"E, for ~0.08 feet; (7) thence
S54052'27-E, for 146.40 feet; (8) thence S47-12'36-E, for 199.78 feet;
(9) thenceS79053'47-E, for 93.99 feet; thence, leaving said creek
centerline, S89036'lO"E, for 95.00 feet to the perpendicular
intersection with the East line of the Northwest l/4 of the Northwest
1/4 of said Section 7; thence SOO-23'50"W, along said East line, for
324.98 feet to the Southeast corner of the Northwest 1/4 of the .
Northwest 1/4 of said Section 7; thence N89044'07NW along the South
line of the Northwest 1/4 of the. Northwest 1/4 of said Section 7,for
232.83 feet to a point on the northeasterly right~of-way line of a
60.00 foot Seaboard Coast Line Railroad right-of-way; thence
N72045'16.W, along said northeasterly line, for 1085.20 feet to the
East right-af-way line of Belcher Road; th~nce NOOo04'51-W along said
East line and along a line 55.00 fe~t East of and parallel to the West
line of the Northwest 1/4 of said S~ction 7, far 539.23 feet to the
POINT OF BEGINNING, and containing 15.78 acres, more or less.
"
Exhibit "A"
Exhibit "B"
Facility Description
Approximately 150,000 sq. ft. of which one-half is for community recreation and
the other for the training and education of the developmentally disabled. In
addition, parking, lighted multi-purpose field and playground. Indoor community
recreation facilities include:
. 15,000 sq. ft. air-conditioned three-court gymnasium
. 2 multi-purpose rooms
. Locker room
. Fitness facility
. 50 meter swimming and diving facility
. 25-yard instructional pool
. Office/lobby space
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LEASE AGREEMENT
~ .
TillS AGREEMENT made and entered into on the .-; 10 day of ~ 2002,
by and between the CITY OF CLEARWATER, FLORIDA, a municipal corpora~;Jn,
hereinafter referred to as "City", and Pinellas Conununity Center, Inc. AKA The Long
Center, hereinafter referred to as "Center", a Florida non-profit corporation whose
address in 1501 North Belcher Road, Suite 225, Clearwater, Florida 33765,
WITNESSETH:
WHEREAS, the City is a municipal corporation owning certain land located on
Belcher Road in the City of Clearwater; and
WHEREAS, the Center desires to lease said land from the City for the purpose of
operating a facility for public recreational, educational, and training programs, and to
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maintain and operate the property to be open and accessible to the public in a manner
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generally consistent with the operation of City public recreational facilities, subject to
reasonable rules and regulations as may be established from time to time by the Board of
Directors of the Center hereunder; and
WHEREAS, the City finds that the lease ofthe property for such use is for.a
proper public purpose; -and
WHEREAS, the Center has established a foundation for the purpose of generating
monies to assist in maintaining the premises and its improvements; and
WHEREAS, the City is not obligated to meet the threshold as established by the
Foundation ,as part of its Agreement with the Conununity Foundation of Tampa Bay.
WHEREAS, it is understood that the operating budget of the Center is comprised
ofa combination: of public and private funds and such funds are not separated by the
Board ofDirectors,-
WHEREAS, the City and the Center have partnered in the operation and operating
and maintenance of facility with the City offering a variety of programs for the residents of
the City of Clearwater; and
WHEREAS, the City and the Center
executed in 1991 in order to establish a ne\
,&the lease agreement
\,~,. '
.Ailent that reaffirms mission of the
Center to provide local communities with quality recreational facilities that offer a broad
Exhibit "e"
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range of activities for individuals and family groups of all ages and abilities and to better
specify financial obligations andfacilit}r use among the involved parties,
NOW, THEREFORE in consideration of the faithful performance by each of the
parties ofthecovenants and agreements between each other made, it is mutually agreed
between the parties hereto as follows:
1. For and in consideration of the sum of One Dollar ($1.00) per year and other
good and valuable consideration to it in hand paid, the receipt whereof is hereby
acknowledged, the City does hereby lease unto the Center that certain parcel of real
property located in Pinellas County, Florida, which is described in Exhibit A attached
hereto. ffi)
2. The term of this agreement shall commence on February ~2002 and end
on April 18, 2016. This lease is renewable for successive five-year periods until April 18,
2046. However, nothing in this paragraph shall be deemed a waiver by the City of its
rights to cancel or not to renew this Agreement as provided in Paragraphs 16 and 20. As
used herein, the expression "term hereof' refers to the initial term hereunder and to any
extension thereof as herein provided.
3. The Center has constructed recreation, education and athletic facilities
(hereinafter referred to as the "Project") including but not limited to an Olympic size
swimming pool, an indoor gymnasium, a playfield, additions as may be approved from
time to time and accessory facilities related thereto. The development of the property has
been in accordance with a site plan approved by the City.
4. ~e City and the Center agree that the Board of Directors of The Pinellas
Community Center, Inc., dba The Long Center, will serve as the policy making body for
the facilities throughout the term of this Agreement. The Board of Directors of The
Pinellas Community Center, Inc., dba The Long Center, consists of a maximum of twenty
one members, and no less than two of the twenty-one will be appointed by the City and
one ex officio member to be the City Manager or his designee. The Long Center Board
of Trustees, for foundation development, may appoint three (3) members with one (1) of
the three (3) being a resident of the City of Clearwater. The Board of Directors shall
serve the Center according to its ~icles of incorporation and by-laws, which may not be
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amended in any manner which is inconsistent with any of the provisions of this agreement
during the term hereof without the consent of the City. The total number of members of
the Board of Directors of Pin ell as Community Center, Inc., aka The Long Center, cannot
be increased without the consent of the City.
5. The Center shall not use the leased premises for any purpose or purposes other
than for recreation, education and training and in the use agreements as described herein.
6. The Center shall not have the right to assign this lease or sublease any of its
rights under this Agreement without the prior consent of the City. The Center shall not
have the right to mortgage, transfer, hypothecate, pledge or dispose of the leased property
in any form or manner whatever without the prior consent of the City.
7. The Center agrees that it will not make any physical changes to or construct
new permanent facilities on the leased property without City approval. The City Manager
or his designee will have authority to approve minor site plan changes, with City
Commission approval required for major revisions.
8. The Center shall make no unlawful, improper or offensive use of the leased
property nor pennit its use in any way to become a nuisance.
9. To provide the lowest possible cost to the community the Center will
encourage Use Agreements for the project with other non-profit agencies whose mission
is to provide recreationaVeducational programs for the general public. These agencies will
be referred to as sponsoring agencies and will make a capital' investment in the Center, in
an amount approved by the City and such approval will not be unreasonably withheld, and
pay fees or rentals for specific usage or space. The sponsoring agencies will provide
supervision and personnel necessary including contract instructors to conduct their
programs. In the case of core progranuning (Exhibit D) contlict(s), the Center will yield
the use time in support of the City. Any sponsor agency has the right to appeal to the
Executive Committee of the Center.
Priority order of scheduling:
1. Maintenance
2. Sponsoring Agency (Subject to the Center's policy on open community usage,
the Center, during all open hours, will schedule space within its facilities to
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accommodate public usage along with sponsor agency use, based on the annual
schedule. )
3. Rentals
4. Long Center Programs
It is understood that the sponsor agencies will meet on a regular basis to schedule
their core programs with the Long Center statT. An approved schedule of core
programming will be distributed to the agencies at the same time the schedule is
established. For any conflicts not resolved by the agencies and Long Center staff, an
appeal to the Executive Committee can be made as noted above.
Any additional activities sought to be scheduled that compete with, encroach or
acoustically interfere with the City's approved core programs shall require concurrence
from the City. Such concurrence will not be unreasonably withheld by the City.
The following sponsoring agencies currently have Use Agreements:
Clearwater for Youth, Inc. Exhibit B
Upper Pinellas Association for Retarded Citizens Exhibit C
City of Safety Harbor Exhibit D
10. Subject to the provisions of this Section, the Center will be responsible for all
costs of operations, maintenance and repair ofthe Project including all improvements to
the leased property. All income derived from the use ofthe leased property by the Center
shall be used for the operation and maintenance of the Project. The City, as a sponsoring
Agency, and along with all other Sponsoring Agencies, in recognition of the benefits
derived by the City and the other Sponsoring Agencies from the use ofthe Project hereby
agrees to pay $327,510 for the first year of this agreement with an annual cost ofliving
adjustment of three percent for funding the operating requirements ofthe Project based on
the Center's annual Budget Plan. The City's obligation to pay is subject to the
appropriation of funds in the operating budget of the City for such purposes in each
subsequent fiscal year of the City; provided, that the City shall not be obligated to
appropriate ad valorem tax revenues for such purposes. (Under the Florida Constitution,
the City Commission cannot enter into an agreement that binds future City Commissions
to payments that,are not included in the annual budget. Also, an obligation to pay from ad
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valorem tax revenues may be construed as a "bond" for which referendum approval may
be required.)
(a) Annual Budget - The Center agrees that it will each year in accordance with the
City's schedule prepare and present a line item budget for the Center. Said budget shall
include, at a minimum, a projected income and expense statement and projected earned
balance sheet and statement of projected sources and applications of funds. Presented
budget to include previous fiscal year, proposed fiscal year and project budget for the
following fiscal year. In preparing the annual budget for the City, the following terms
shall apply:
(i) Total Revenues - Total revenues of the Center for purposes of the
annual budget shall include all revenues received from the Center from any source which
the Center is entitled to utilize to pay normal and necessary operating expenses, including
but not limited to activity card fees, daily user fees, remittances oflease payments, rental
of the Center's physical facilities from sponsor and non-sponsoring agencies, rentals
relating to the use of the Center's playgrounds and fields from non-sponsoring agencies,
UPARC's share of common expenses, and contributions received by the Center from the
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Foundation, more commonly known as the Long Center Foundation, Inc., a separate
corporation which serves as a private fund-raising organization for The Long Center. This
shall be provided in a line item format specifically detailing each category.
(ii) Total Expenses - Total expenses for the Center shall include but not
,
limited to, staff and personnel, maintenance, normal operating expenses required to
maintain and operate all physical facilities of the Center in a safe, acceptable and
customary fashion and all other capital expenditures deemed necessary for the operations
of the Center by its Board of Directors. This shall be provided in a line item format
specifically detailing each category and position.
(b) Adjustments - The parties of this lease recognize that there will be differences
between the budgeted operating financial performance of the Center and its actual audited
financial performance submitted to the City pursuant to Paragraph 16 of this lease.
(c) Facility Usage - In the case of core programming (Exhibit E) conflict(s), the
Center will yield the use time in support of the City. Recreational, offices (for City staff
and co-sponsored groups) and storage space will be provided for City programs, listed on
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Exhibit E, for the remaining term of this agreement and all subsequent agreements.
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Recreation programs will be scheduled on a quarterly basis. The Center will provide to
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the City a list of;,lI annual continuous rentals 90 days prior to the commencement of the
City's fiscal year. The current list of annual rentals is listed on Exhibit F. The City agrees
to adjust its schedule to support these rentals. Any resident of the City of Clearwater or
member ofa Sponsoring Agency shall be entitled to participate in a sponsored activity of
another Sponsoring Agency for the same fee as that charged to members or residents of
the Sponsoring Agency, so long as there is unfilled space in the activity.
(d) Use Outside of Normal Hours - Ifa Sponsoring Agency utilizes the indoor
facility of the Center outside ofnonna! operating hours, the sponsoring Agency shall pay
the incremental costs associated with the use of the Center's facilities for that activity.
Such costs, defined as the prevailing costs at the time, could include salaries of safety
personnel such as lifeguards, and security guards, payroll expenses for employees of the
Center and other reasonable identifiable costs associated with such program. If the
Sponsoring Agency chooses not to provide their own personnel then the sponsoring
Agency and the Center agree to charge for use of the facilities outside of nonna! operating
hours to only reflect additional incremental costs incurred by the Center in connection
with these programs. The City is allowed four (4) weekend swim meets that will be
included inthe annual contribution ofthe City not including any associated incremental
costs, which is defined as the prevailing costs at the time. Any additional swim meets will
be scheduled as rental events that will include pool rental fees and any additional
incremental fees at the time of the event.
(e) Capital Improvement Fund _ Representatives of the Sponsoring Agencies and
the staff of the Center shall jointly prepare a report annually setting forth the projected
items for repair and replacement of the facilities of the Project for the next six years as
part of the city's budget process ("Repair and Replacement Report"). The Repair and
Replacement Report sha1I account fur capital expenditures in an amount greater than
$2,000 necessary for the safe and acceptable use of all the facilities ofthe Center, which
are not otherwise accounted for as part of the Center's annual budget. All uses of such
funds must be approved by the Center Board of Directors. The City will annually
appropriate $67,000 into a CIP code to be used for said repairs annually (subject to annual
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City Commission approval). The Center shall be allowed access to such funds for items,
which may not be listed on the approved Maintenance Fund List in an emergency situation
(i.e., hurricane, accident, health, safety, systems failure) with approval ofthe City's
Director of Parks and Recreation. Capital Improvement Funds are due and payable from
the City upon receipt of invoice from the Center on a project-to-project basis.
11. The Center agrees that all buildings and other improvements which are
permanently affixed to the leased property shall become the property of the City at the
expiration of this lease.
12. The Center agrees to indemnify and hold the City and its employees hannless
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, unless such claims are a result of the City's sole negligence. This provision shall
survive the termination of this Lease Agreement.
13. The Center shall purchase and maintain through the term of this Lease
Agreement the insurance coverage set forth below:
a. Property Insurance Real property (including improvements or additions).
1. Form _ All Risk Coverage. Coverage shall be no more restrictive
than that afforded by latest edition ofInsurance Services Offices Forms CFOOll, CF0013,
CF0420, and CF1210. Ifavailable, sinkhole insurance shall be included. If the provisions
of the All Risk policy do not exclude sinkholes, as verified by the City's insurance
consultants, the Center shall be deemed to be in compliance with this paragraph.
2. Ampunt of Insurance. The amount of coverage shall be the full
insurable value on a replacement cost basis.
3. Flood Insurance. Ifbuilding or structures are located within an
identified special flood hazard area, flood insurance shall be provided for the total
insurable value of such building or structure or the maximum of flood insurance coverage
available under the National Flood Program, whichever is less.
b. Boiler and Machinery Insurance If the improvements include boiler(s),
pressure vessel(s), or air conditioning/heating equipment, the Center shall maintain
comprehensive insurance covering the equipment loss on the demise property resulting
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from the maintenance and operation of such equipment, including but not limited to repair
and replacement of the equipment and liability damage to the property of others.
c. Commercial General Liability
1... Minimum limits of $1,000,000 per occurrence combined single
limits for bodily injury liability and property damage liability.
2. Premises and operations coverage.
3. Independent contractors coverage.
4. Products and completed operation coverage.
5. Personal injury coverage with employees and contractual exclusions
removed.
6. Liquor law liability, if applicable.
d. Business Auto Poli~ Coverage shall be afforded on a form no more
restrictive than the latest edition of the Business Auto Policy :filed by the Insurance
Services Office and shall include:
1. Minimum limits of $1,000,000 per occurrence combined single
limits for bodily injury liability and property damage liability.
2. Coverage on all vehicles (owned, hired, and non-owned).
e. Worker's Compensation Coverage shall apply for all employees in an amount
. at least equal to the statutory limits of coverage according to applicable State and Federal
laws. In addition, the policy shall include employer's liability coverage with a limit of
$500,000 per occurrence.
f. Other Requirements
1. If the self-insured status of the Lessee is approved by the State of
Florida, the Lessor agrees to recognize and accept same upon proof of such approval.
2. The City shall be named as an additional insured on all insurance
policies purchased and maintained by the Center under the terms of this Lease, except
workers' compensation coverage.
3. Copies of insurance certificates for all insurance required by this
agreement from the Long Center shall be furnished to the City Clerk of the City of
Clearwater. Copies of the insurance policies for all insurance required from the Long
Center by this agreement shall be furnished to the City Clerk of the City of Clearwater
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upon request of the City of Clearwater. The City may provide any insurance coverage
required by this agreement, or for any program or event held at the Long Center, by self-
insurance, by self-funding, by purchase, or by any combination thereof at the sole option
of City. Insurance coverage and limits shall be evidenced by delivery to the Center of
lett:ers of self-insurance or self-funding executed by City's Risk Manager, or by certificates.
of insurance executed by either the agent for the insurers or the insurers or by copies of
. policy declaration pages. Such letters, certificates, and policy declaration pages shaUlist
all coverage (including the amount of insurance per claim and per occurrence, any gap in
coverage, and the name of the excess insurer) and policy limits with expiration dates.
4. Each insurance policy shall provide that no less than forty-five (45)
days' notice of cancellation or restrictive modification of the policy shall be furnished to
the City.
14. Any. co-sponsored group using the Center shall provide to the Center .a policy
of general liability insurance naming the Center as a co-insured or additional insured with
minimum policy limits of $500,000 covering any and all programs and events ofthe group
held at the Center.
15. The Center shall pay any Federal, State and local taxes and special
assessments which may be levied on the leased property and any improvements placed
thereon, but it is agreed that the uses herein contemplated serve proper public and
municipal purposes, and the parties in no way waive any exemptions permitted by law.
16. If, at any time during the term of this Agreement or extension thereof, the
Center should default in the performance of any of its obligations required hereunder, then
the City shall furnish to the Center a notice in writing specifying the default and giving the
Center thirty (30) days, or such amount oftime as may reasonably be required to cure
such default using diligent efforts, in which to correct the default. If the default is not
corrected within thirty (30) days, or such reasonable amount of time after giving the
notice, then the City may terminate this Agreement and immediately take possession ofthe
leased property, and all improvements thereon shall become the property of the City.
17. The Center, no later than six (6) months after the end of each of its fiscal years
during the term of this Agreement, shall provide the City with a copy of the Center's
annual financial statements, including a balance sheet and income statement relating to the
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Center's operations under this Agreement. Each month the City will be provided with
internally prepared financial statements including a balance sheet and income statement
comparing actual results with the budget.
18. The City, with reasonable notice to the Center shall have the right to inspect
the leased premises and to review the Center's financial records pertaining to the Center's
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operation.
19. Any notices provided for hereunder shall be sent certified mail, return receipt
requested, to the City, clo City Manager, P.O. Box 4748, Clearwater, FL 33758, and to
the Center, c/o Executive Director, 1501 North Belcher Road, Suite 225, Clearwater, FL
33765, or to such other address as either party by written notice to the other may direct.
20. The City retains the right to terminate this Agreement for any municipal need
determined by the City Commission to be necessary for a superior public purpose and
consisterit with the City's Charter. In addition, the City may terminate this Agreement in
the event that the State of Florida or any of its agencies or political subdivisions thereof
requires the leased property or any portion thereof for a public purpose. In either event,
the Center shall be entitled to just compensation for its investment in the leased property
and for its relocation expenses to another site within Pinellas County.
IN WITNESS WHEREOF, the undersigned parties have set their hands and seals
the day and year first above written.
Countersigned:
Bri(f;; 1In-
Mayor-Commissioner
CITY OF CLEARWATER, FLORIDA
By ~~..~:It
William B. Home n
City Manager
Approved as to form:
Attest:
~. ~: ~. JL-~Qo 0-
Cyn . a E. Goudeau
City leek .
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Attest:
Witnesses:
~ vO- dJJ-
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~~en~~
President
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EXHIBIT A
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A tract of land lying within the Northwest 1/4 of Section 7, Township
29 South, Range 16 East, Clearwater, Pinellas County, Florida and
being more particularly described .as follows:
Commence at the Northwest corner'of said Section 7; thence
S89?35'sO"E, along the North line of theNorthwest 1/4 of said Section
7, for 55.00 feet to the East right-of-way line of Belcher Road;
thence SOO?04'sl"E, along said East right-of-w~y line and along a line
being 55.00 feet East of and parallel to, the West line of the .
Northwest 1/4 of said Section 7, same also being .~'? . be~.'[' Ing basis of
this description, for 480.50 feet to the .Southwest corner of that
property described in O.R. Book 6247 on page'1429 and being the POINT
OF BEGINNING: thence S89035'sO~E, along the South line of said
property, and along a line 480.48 feet South of and parallel to the
North line of said Northwest 1/4, for 390.04 feet to the center of a
sanitary manhole: thence continu~. S8903s'sO"E, along said parallel
line, for 272.65 feet to the centerline of a creek; thence
southeasterly apprOXimately 850 feet along said centerline, same also
being the westerly bounds of that certain property described in O.R.
Book.s8s1, on page 1012, the following nine (9) courses being u~ed for
closure purposes: (l) thence S33042'24"E, for 10.60 feet: (2) thence
S20046'23"E, for 139.50 feet: (3) thence SOlo02'42"E, for 100.92 feet:
(4) thence S26041'04"E, for 42.96 feet; (5) thence N83042'5l"E, for
33.70 feet;. (6) thence S6sos3'11"E, for 50.0B feet; (7) thence
Ss40s2'27"E, for 146.40 feet~ (B) thence S47012'36"E, for 199.7B feet:
(9) thence S79os3'47"E, for 93.99 feet: thence, leaving said creek
centerline, . S89036'10"E, for 95.00 feet to the perpendicular
intersection with the East line of the Northwest 1/4 of the Northwest
1/4 of said Section 7r thence SOOo23'sO"W, along said East line, for
324.98 feet to the Southeast corner of the Northwest 1/4 of the
Northwest 1/4 of said Section 7; thence N89044'07"W along the South
line of the Northwest 1/4 of the. Northwest 1/4 of said Section 7,for
232.83 feet to a point on the northeasterly right~of-waY,line of a
60.00 foot Seaboard Coast Line Railroad right-of-way: ' thence
'N7204s'16"W, alon~ said northeasterly line, for 1085.20 feet to the
East right-of-way li~e of Belcher Road; thence NOOo04's~"W along said
East line and along a line 55.00 feet East of and parallel to the West
line ,of the Northwe~t 1/4 of said Section 7, for 539.23 feet to the
POINT OF BEGINNING, ~nd containlng 15.78 acres, more or less.
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EXHIBIT B
LEASE AGREEMENT
THIS AGREEMENT is made effective the 30th day of June,
1990, by and between The Pinellas Community Center a.k.a.
The Long Center, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 225, Clearwater,
Florida 34625 (hereinafter referred to as "Center"), and
Clearwater For Youth, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 236, Clearwater,
Florida, 34625 (hereinafter r,eferred. to as "CFY").
WIT N E SSE T H:
WHEREAS, Center is a nonprofit corporation with
recreational and educational facilities (hereinafter
. referred to as the "Proj.ect") on real property owned by the
city of Clearwater and being leased to the Clearwater Youth
Recreation Center, Inc., now known as The Center Foundation,
Inc., under that certain Lease Agreement dated December 29,
1986 (hereinafter as Exhibit "A" and Incorporated herein by
reference; and
WHEREAS, CFY desires to use a portion of.the Project to
establish its equipment storage and administrative offices
and to provide recreational and sports activities to the
youth of this community and their families that will advance
the mission and purpose of CFY allowing all children from
all levels of society to play together in harmony, and which
allows children to reach their fullest potential through
enriching and productive activities.
WHEREAS, Center finds that such use of the property is
for a proper public purpose; and
WHEREAS, The Center has established a construction fund
for the purpose of generating monies to construct the
Project and its improvements; and
WHEREAS, CFY has invested in the Project by providing
contributions to such construction fund of certain monies to
be used for construction of the Project and its
improvements, as more specifically described hereinafter.
NOW, THEREFORE, in consideration.of the premises and of
the faithful performance ,by each of the parties of the
covenants and agreements between each other made, it is
mutually agreed between the parties hereto as follows:
1. Recitals. The above recitals are true and correct
and incorporated herein by reference.
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2. Premises and User Fee. For and in consideration of
the sum of One Dollar ($1.00) per year, and other good and
valuable consideration to it in hand paid by CFY, the
receipt and sufficiency of which are hereby aCknowledged,
The Center does hereby grant and assign to CFY the exclusive
use of the Project, as more particularly described and
depicted on Exhibit "B" attached hereto and incorporated
herein by reference (hereinafter referred to as the
"Premises").
3. TERM. The term of this Agreement shall commence
on the date CFY takes occupancy'of the Premises, and,
provided CFY remains a viable nonprofit corporation in
substantially the same form as it exists on the date hereof,
and provided it continues to advance its mission and purpose
as set forth in its Bylaws, the term hereof shall continue
for a period consistent and concurrent with the term of the
Lease, as the same is extended from time to time in
accordance with Paragraph 2 of the same. Should this
agreement be terminated as a result of the termination of
the Lease, The Center hereby covenants and ~grees to
compensate CFY for its pro rata and equitable share of any
proceeds received upon such termination of the Agreement as
specified in Paragraph 24 of the Lease. .
4. Use of Premises bv CFY. CFY shall use the Premises
for its administrative offices, and to provide recreational,
sports and other activities to the citizens of this
community. The Center agrees to use its best efforts when
allocating the use of facilities in the Project among the
Sponsoring Agencies (as defined below), to accommodate CFY's
programming needs. CFY shall make no unlawful, improper, or
offensive use of the Premises, nor permit its use in any way
to become a nuisance. CFY use of and access to (and its
patrons' use of and access to) the Premises and the
facilities of the Project, including parking spaces, shall
enjoy the same superiority as that enjoyed bY'YWCA, UPARC,
the city of Clearwater, and the city of Safety Harbor
(hereinafter referred to as the "0ther Sponsors II or
"Sponsoring Agencies"). CFY shall be charged on a pro rata
basis for its use of the facilities of the Project and such
charges shall be consistent with and in proportion to those
charged by the Center to the Other Sponsors, and shall be
subject to the same rules, regulations, and policies as
imposed on the Other Sponsors.
5. Ooeratinq Exoenses. CFY shall be responsible for
paying its pro rata and equitable share of the operating
expenses of the Project not to exceed Four Thousand Eight
Hundred Dollars (4,800.00) and payable in equal month~y
installments of Four 'Hundred Dollars ($400.00). The
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operating expenses 'may include, but shall not be limited to,
utilities (exclusive of telephone services), insurance,
janitorial service, grounds maintenance, waste removal,
water, sewer, replacement costs of capital improvements, and
common area maintenance. CFY's payment of its pro rata
share of the operating expenses of the Project may be
increased or decreased on an annual basis consistent with
and in proportion with the annual increases or .decreases
charged to the Other Sponsors. The Board of Directors of
the Center shall determine and levy the assessments for the
operating expenses.
6. Maintenance. The Center shall maintain and keep in
good condition and repair any and all interior systems,
fixtures, equipment, and machinery servicing the Premises,
. including, but not limited to, all mechanical and electrical
systems and equipment, plumbing systems, water-heating
systems, and heating and air-conditioning systems. The
Center shall also keep and maintain the bathroom facilities
in the project, the common areas of the Project, the parking
lot and grounds of the Project, and the Center and
structural portions of the Project in good condition and
repair , including the exterior mas~nry walls and the roof
of the Project. Notwithstanding anything contained herein
to the contrary, CFY shall be responsible for providing, at
its own expense, any equipment, fixtures, machinery, or the
goods and effects needed and utilized by it in its daily
operations and instruction of its citizens in the Premises,
and shall also be responsible for paying the cost of
maintaining, installing, and repairing any and all such
equipment, fixtures, machinery, and other goods and effects.
7. CFY's Fixtures. At the termination of this
Agreement, CFY shall, if not in default ~ereunder and if no
damage will result to the Premises thereby, remove its
detachable fixtures,. equipment, machinery, goods and
effects, and those of all persons claiming by, through, or
under it, and shall surrender the Premises and all
improvements thereto in good order, repair, and condition,
reasonable wear and tear expected, to The Center or its
SUccessors or assigns. Any permanently-installed fixtures,
alterations or improvements shall be deemed real property,
and at the option of The Center, shall remain the property
of The Center at all times during and after the term hereof.
In the event The Center permits CFY to remove any such
permanently-installed fixtures, alterations, or
improvements, and any damage to the Premises results from
such removal, CFY shall repair such damage at its own
expense, and shall restore the Premises to the same repair
and condition as when CFY took possession thereof,
reasonable wear and tear expected.
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8. Teleohone Service. The Center shall be responsible
for bringing telephone service to the Project, and CFY shall
be responsible for securing telephone service to the
Premises. CFY shall also be responsible for making the
monthly payment therefore directly to the service provider.
9. Caoital Imorovements. Should CFY desire to make
any capital improvements to or expansion of the Premises,
CFY shall first secure the written approval of the Board of
Directors of the Center for any or all such improvements,
which approval shall not be unreasonably withheld. .
10. Insurance. The Center shall. keep the Project
insured as required, to the extent applicable, by the
provisions of Paragraph 18 of the Lease. Said insurance
POlicies shall include a standard waiver of subrogation
clause against CFY and shall name CFY as an additional
insured thereunder.
CFY shall at all times and at its cost maintain pUblic
liability insurance on the Premises with a combined single-
limit of at, least $1,000,000.00 for personal i~jury, death,
and property damage, which insurance requirement may be
increased 'from time to time at the direction of the Board of
Directors of the Center. Said public liability Policies
shall carry the names of The Center and CFY as the named
insureds as their respective interests may appear, and CFY
shall provide The Center with a copy thereof upon taking
occupancy of the .premises and, upon request from The ,Center,
it shall exhibit receipts showing payment of premiums. Such
policies shall further provide that the insurer shall not
cancel, alter or allow expiration or other termination
thereof without at least twenty (20) days' prior written
,notice from such insurer to The Center.
CFY shall at all times and at its expense maintain
insurance against loss by fire and other casualty with
extended coverage on its furniture, fixtures, inventory,
equipment, supplies and personal property located in the
Premises, and said policies shall include a standard waiver
of subrogation clause against ~he Center.
11. Insoection.. The Center, upon giving reasonable
notice to CFY shall have the right to inspect the Premises
at all reasonable times. .
12. Assianment. CFY shall not assign the Agreement or
any of its rights hereunder without the prior written
consent of the Center which consent will not be unreasonably
withheld. If The Center consents to any such assignment,
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CFY shall only be 'permitted to assign this Agreement or its
rights hereunder to another organization or entity whose
mission and purpose are consistent and not in conflict with
those of CFY.
13. Comcliance with Laws and Requlation. CFY shall
comply with all federal, state, county, and city laws,
ordinances, rules and regulations affecting or respecting
the use or Occupancy of the Premises by CFY or the business
at any time thereon transacted by CFY, and CFY shall comply
with all reasonable rules which may be hereafter adopted by
The Center for the protection, welfare and orderly
management of the Project and its users or occupants.
14. Cleanliness of'premise. CFY will keep the
interior and/or exterior of the Premises clean and 'will not
store any refuse, trash, or hazardous materials in the
Premises or in or around the Project of which the Premises
form a part, other than in the refuse containers provided by
The Center. .
15. Redeliverv of Premises. CFY shall, on the
expiration of this Agreement, deliver up the Premises in as
good order and condition as it now is or may be put by The
Center, reasonable use and ordinary wear and tear thereof
and damage by fire or other unavoidable casualty.
condemnation or appropriation expected, and CFY shall
promptly surrender all keys to the Premises to The 'Center.
16. Recresentation of Board of Directors. The Center
hereby grants CFY voting representation of the Board of
Directors of The Center, equal to the voting representation
enjoyed thereon by the Other Sponsors.
17~ Siqnage. The Center hereby grants CFY the right
to have its corporate sign on Belcher Road as a part of the
Center's signage. CFY shall be permitted signage of equal
quality, size, distinction, and exposure as the other
Sponsors. In addition to signage on Belcher Road, The
Center hereby grants CFY signage in the Center's main
entrance/courtyard area, and on all doors and entrances to
the Premises. All signage must be in accordance with local
ordinances, rules, and regulations.
18. Validity. It is understood and agreed that in the
event any provision of the Agreement shall be adjudged,
decreed, held, or ruled to be invalid, such portion shall be
deemed severable, and it shall not invalidate or impair the
agreement asa whole or any other provisions of this
Agreement.
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19. Successors and Assians. This Agreement and all
provisions, covenants and conditions thereof shall be
binding upon and inure to the benefit of the heirs, legal
representatives, successors, and assigns of the parties
hereto.
20. Survival. This Agreement shall remain in full
force and effect and shall survive any merger or
consolidation of The Center with any other entity, or any
merger or consolidation of CFY with any other entity. If
The Center or CFY should so merge or consolidate with
another entity during the term of this Agreement, such
merger or consolidation shall not be deemed to constitute a
default hereunder, and the resulting entity shall SUcceed to
all the respective rights, duties and obligations of The
Center or CFY under this Agreement.
21. Entire Aareement. This Lease Agreement and the
exhibits attached hereto constitute the entire agreement
between the parties and supersede al~ prior agreements.. No
waivers, modifications, additions, or addenda to this
Agreement shall be valid unless in writing and signed by
both The Center and CFY.
22. Governina Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Florida.
23. Arbitration of Controversy. All controversies,
claims, disputes .concerning the construction, performance or
preach of this or any other agreement between the parties
hereto, whether entered into prior or subsequent to the date
of this Agreement, shall upon demand and notice by eithe~
party, b~ determined by private arbitration with the
appointment of arbitrators by each side and a third
arbitrator by the two sides. The decision of the
arbitrators or a majority of them shall be final.
24. Recording. This Lease Agreement shall not be
recorded; however, a short-form Agreement reflecting the
parties hereto, the commencement date and term of this
Agreement, and a description of the real property upon which
the Project is located may be recorded in the Public Records
of Pinellas County, Florida.
25. Notices. Any notices provided for hereunder shall
be sent by certified mail, return receipt requested, to The
Center, c/o Executive Director, 1501 North Belcher Road,
Suite 225, Clearwater, Florida 34625, and to CFY, c/o
Executive Director, 1501 North Belcher Road, Suite 236,
6
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I
I
Clearwater, Florida 34625, or to such other address as
either party by written notice to the other may direct.
26. Attornevs' Fees. Should it become necessary for
either party to enforce this Lease Agreement by legal
process, including arbitration proceedings, all costs of
such proceedings, including reasonable attorneys' fees
through and including any appellate proceedings, shall be
borne by the non-prevailing party.
IN WITNESS WHEREOF, the 'undersigned parties have set
their hands and seals the day and year first above written.
Witness:
The Center
By:
Charles s. Gamble
President
liTHE CENTE:R"
CLEARWATER FOR YOUTH
"CFY"
7
)
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Y
)
~cember 12,
USE AGREEMENT
THIS AGREEMENT is made and entered into th,is ~ dilY of
December. ,1988, by and be tween THE CENTER FOUNDAT 101-1, .I NC . , a
Florida nonprofit corporation, whose address is 2037 Gulf-to-8ayBoule-
vard, Suite "R", Clearwater, Florida 3462~ (h~reinafter r~ferred to as
"Foundatlon"), and THE UPPER PINELLAS ASSOCIATION FOR RETARDED
CITIZENS, INC., a Florida nonprofit corporation, whose address is 2199
Calumet, Clearwater, FL 34625 (hereinafter r~ferred to as "UPARC").
WIT N E SSE T HI
WHEREAS, Foundation' is a nonprofit corporation developing recr~-
ational and educational facilities (hereinafter referred to as th~
"Project") on real property owned by the City of Clearwater and being
leased to the Clearwater Youth Recreation Center, Inc., u"de~ that cer-
tain Lease Agreement dated December 29, 1986 (hereinafter referred to
as the "Lease"),' a copy of.which is attached hereto as Euhibit "An and
incorporated herein by reference; and
WHEREAS, UPARC d~sires to use a portion"of the Project to establish
a f~cility engaged in providing s~rvices for citi~ens who are develop-
mentally disabled, and who are presently served b~ UPARC or who _shall
become eligible for said services according to UPARC admissions crite-
ria, and
WHEREAS, Foundation finds that such use of the property is for a
proper public purpose; and
WHEREAS, Fou~dation intends to establish a construction fund for the
purpose of generating monies to construct the Project and its improve-
men ts; and
WHEREAS, UPARC intends to invest In the Project by making a contri-
bution to such constructiun fund of certain monies to be used for con-
struction 01 the Project and its improvements,
NOW, THEREFORE, in consideration of the premises and of the faithful
performance by each of the parties of the covenants and agr~ements b~-
tween each other made, it is mutually agreed between the parties hereto
as follows:
I. User Fee. For and in consideration of the su~ of One Dollar
,($1.00) per year, afld other good and valuable consideration to it in
hand paid by UPARC, the receipt and SUfficiency of which are hereby ac-
knowledged, Foundation does hereby assign UPARC th.e use. of that certain
portion of the ProJ~ct which is more particularly described on E~hibit
"B" attached hereto and incorporated herein by reference (hereinafter
referred to as the "Premises").
12_{ g))'
1988
EXHIBIT C
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T\lu"
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A~
62
2. Term. The term of this Agreement shall commence on the date ~ 0 J
UPARC takes occupancy of the Premises, and shall continue for a period ~. ~
consistent and coincident wi th the term 0" the Lease attached he.ry-.<:t.... tlP.AK.v
and incorporated herein, as EKhibit "A". At the end "' tbe initial ~
year period described in said Lease, UPARC may, upon one y~;r:~ttEn~' ',,~
notice, elect to terminate this agreement, together with all rights and,J..". "iJ/~u
responsibilities appertaining thereto.~\ '
3, Use of oremises by UPARC. UPARC shall U5~ the Premises to d~-
v~lop facilities which will provide educational, vocational, and other
opportunities and services for the citizens of the community ~,ho hr.\VE' a
developmental disability. UPARC shall ma.:e no unlawful, improp'!!r or
of'~nsive use of the Pr~mises, nor p~rmit its U5e in any ~ay to becom~
a nuisance. UPABC.s use of the Premises and facilitip-s 0" the project,
including par..:ing spaces, shall enjoy the same superiority as that en-
Joyed by Clearwater for Youth and the City 0" Clearwater Par.:.s and R~c-.
reatian Department, The Foundation recognizes that not less than i50
nan-exclusive parking spaces must be available for UPARC staff and vol-
unteers during each ~orking day.
~ Tl.'Jrd-P~.!:1Y-l,Jse of Premises. Foundation shall be i'.llowed to
per\ult ather groups or org,;lnizations to Lise the Premises with I:h~ IH'lur
"'.Ilowledge and written t:fJnSent of UF'AI~C, as long as such use does nQt
cnnflict with the use thereof, by UPARC. Should a thir'd-p.:Irty be pF.?r-
mitt~d to use the Pr~mises, said third-party user shall be assessed its
pro rei ta and equi tab! e share of the occupancy e:.cpenses incLlrred during
(4~
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. ,:
said man th, or a s~ t fee CIS de termined by the Llo~rd c.... Tn.l!:i tees of tIle
Foundation, ~nd said amount in its entirety shall be creditl?d to UI"AHC.
5. Contribution to Construction Fund. To provide )unds for the
construction of the Project, UPARC hereby cov~nants and agrecy to eon-
tribute the proceeds it receives from the sale of its 8.4 acres located
~at 219~ Calumet, Clearwater, FL 34625 (the "Existing Facility"), or One
HUllon dollars ($1,01)0,000.00), whichever is less (the "1.)F'nBC Contri-
bution"), to the construction fund created by Foundt\tion for ,the
Project. Upon complete execution of this Agreement. UPARC covena~ts
and agr~es to begin marketing the E~isting Facility for sale. and
agrees to promptly make diligent and good-faith effort to consummate
the sale. UPARC shall be the sole Judge of the reasonableness of an
offer to purchase s~id property, and dties not guarantee that such a
sale and purchase will occur. UP ARC further agrees that upon the clos-
ing of the sale of the E:dsting ,Facility, UPARC shall pay to Foundation
the UPARC Contribution. In the event the sales proceeds r.eceived by
UFARC consist of cash and a promissory note and mortgage, Foundation
shall receive all cash proceeds available at the closing, as well as
all payments together with interest thereon until such time as Founda-
tion has received the total UPARC Contribution, plus all interest on
the deterred p~ymenta. tn the event the clo.ing ,hall take place prior
to UFARC taking occupancy of the Premises, the UPARC Contribution real-
i ;:ed from the c losing shall be invested at a rate and tor a term which
shall be d~termined collectively by both the Board o'f Direct:ors of
UPARC and the Doard of Trustees of Foundation. Any interest earned dur-
ing this period shall be credited to UFARC.
6. Allocation of Ey.oen!fes. It is the intent o'f.the pal-ties hereto
that UPARC shall operate as a separate and freestanding entity. To ef-
f~~t this goal, and to the extent possible, the Foundation shall secure
separate m~ters and billings for utilities providcd to the Premises,
separate I-/VAC systenl for the Premises, separate telephone service to
th~ Premises. and any other system or service required by UPARC to con-
duct its regular activities at the Premises. :ro the extent that Foun-
dation cannot secure separate met~ring or billings for services ren-.
dered to trie Premises, the Board of Trustees of the Foundation. shall
assess UP ARC' monthly 'for its pro rata ci~d equitable share of the usage
th~reof. These services may include, b~t shall not be limited to, gar-
bage disposal or trash pickup.
The term "pro rata and equitable share" as used in this agreement
shall be defined as the percentage of building 100tprint occupied by
UFARC facilities as compared to the total building footprint on the
property.
7. Maintenance. Replacement and Operating Expenses. UPARC shall be
responsible for paying the cost of maintaining and rcpairing any ~nd
all interior systems, fixtures, equipment, and machin~ry servicing ac-
tually used by UP ARC and under its control. UPARC shall pay for any
repairs or improvements made by it, or made by another pursuant ~o its
requ~st or instruction,' to the Fremises. UPARC shall provide at its
expense any equipment ne~ded and utilized by it in its daily operations
and instruction of its citizens in the Premises.
Foundation shall assess all users of the project. including UPAnC,
for their pro rata and equitable share of the exterior and/or common
maintenance, replacement, and operating expenses incurred by the
Project. The Board of Trustees of the Foundation shall determine and
levy said assessments from time to time.
., ,
8. Capital Improvements. Should UPARC desire to make any capital
improvements to Dr expansion of the Fremises, UPARC shall first secur~
the written approval of the Board of Trustees of the Foundation for any
or all such improvements. Such approval shall not be' unreasonably
withheld.
;j(
9. Insurance. Foundation shall I:eep the Project insur~d as re-
quired, to the eKtent applicable, by the provisions of Paragraph 19 of
said Lease between the City of Clearwater and the Clearwater Youth Rec-
reation Center, Inc. Said insurance policies shall include a standar~
w~iver of subrogation cl~use against UPARC. Foundation shall'~assess
UP ARC and any other ~iml1ar users of the Project for.their pro rata an~
equitable share of Buch insurance premium, ,as determined from time ,to
time by the Board of Trustees. ' and UPARC shall be nameet as an addi-
tional insured on all said policies." -;-.- '7'~------- ---,-, -.I
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",'\J{ ~ :~.J}~biUtY (aln~:~~~c:' on I t~: ;~~m1;::swr~~ :\~~~i~~~\~~gle~~7m~~bl~~ 1~~
V . , ~J least $1,000,000.00 for personal injury, death, and property damoge.
. _~ ItrJ Said public liability policies shall carry both the names of Foundation
0... \yVV.. . "~ and UPARC a5 the named insured as their re9pective lnte,-ests may ilppear
XJ:? and UPARC shall provide Foundation with a copy thereof at c:ommellcemp.nt
,. if" of construction and upon request from Foundation, it shall e::hibit re-
.'~) ceipts showing payment of premiums. Such policies shall "'_Irther pro-
r vide that tht': insurer shall not cancel, al ter or allol~ e:cpiration or
other termination then~of without at least twenty (20) days prior I~r"it-
~ ten notice 'from such insurer to Foundation.
(\ . ,'IJ' ,~ (b) UPARC shall at all times and at its expense maintain insur-
,\j'\t.J.Y ~ ance against loss by fire and other casualty with e:<tended coveri:lge on ':\1:'"
.J'J~ Its furniture, fi:ctures, inventory, equipment, supplies and personal '?
(\)ft~'~Y-. .' property located in the Premises, and said policies shall include a
~~ standard waiver of subrogation clause against Foundation.
(J 10. Pavment of Talles. UPARC shall pay its pro rata or equitable
" share of any federal, state and local taxes and special assessments
which may be levied on the Premises and any improvements placed
thereon, but it is agreed that the uses herein contemplated serve
pr'oper, public and m\.\nicipal purposes, and the parties in no way waive
any e~emptions permitted by law.
(1). jnsoecl:ion. Foundation, upon giving reasonable no tic"", to UP(~RC,
shall have the right to insp~ct the premises at all reasonable times.
)
12. Care 0" Pren~.!llb.. UPARC will, at its e:<pense, keep the interior
of the Premises in good repair and condition during the term of this
U~e Agreeme~t.~ UP ARC will make no alterations, additions or improve-
ments of any kind in or to the Premises without the written approval or
consellt of the Doard of Trustees of the Foundation, which shall not be
unreasonably withheld. Any such alterations, additions or .improvements
requested by UPARC and approved by the Board of Trustees shall be paid-
for by UPARC. Foundation wi~l maintain the roof, the structural el-
en.ents, the common bathroom facilities, the common areas' of the
Project, the exterior of the Project, the parking lot and grounds, and
common plumbing Systems in good order and repair.
13. Assignmen~ UPARC shail not assign this agreement or any of its
rights hereunder without the prior written consent of the Foundation.
Such consent will not be unreasonably withheld.
*
14. Termination of Aoreement. Should this Agreement be terminated
as a result of the termination of said Lease between the City of
Clearwater and Foundation, Foundation hereby covenants and agrees to
compensate UPARC for its pro rata or equitable share ef any proceeds
received upon such terminati'on of this Agreement as specified in Para-
graph 2~ of the Lease between the City and The Foundat~on.
15. Comoliance with Laws and Reoulations. UPARC shall comply with
all federal, state, county, and city laws, ordinances, rules and
regulations affecting or respecting the use or occupancy of the pre-
mises by UPARC or the business at any time thereon transacted by UPARC,
and UPARC shall comply with all reasonable rules which may be hereafter
adopted by Foundation for the protection, w~lfare and orderly, manage-
ment of the Project and its users or occupants.
lb. Cleanliness of Premises. UPARCwill keep the interior of the
premises cl~an and will not store any refuse, trash, or hazardous mate-
rials in the Pre.nises or in or around the Project of which the Premises
form a part, other than in the refuse con ti.\iners provided by Fo\..nda-
tion. ~ -- '- ,u'_
17. RedeliVE;'rv of premises,- UPAnC shall, on the el:pir,ltion 0' this
Ag reemen t, de Ii ver lIP the Premises in as good ordl?r alld cond i tion as it
now is or may be put by Foundation, reasonable use and ordinary wear
and tear thereof and damage by fire or other unavoidable casualty, con-
demna tion or appropr ia tion el~cepted, and UF'ARC sha 11 prompt! y surrender
all keys to the PremIses to Foundation.
)
18. Validity. It is understood and ayreed that in the event allY
prevision of tl1is agreement shall be adjudged, decreed, held, or ruled
to be invalid, such portion shall be deemed severable, and it shall not
invalidate or impair the agreement as a whole or any other provisions
l
of this Agreement.
19. Successors and AssJ:_gns. This Agreement and all provisions, cov-
enants and conditions thereof shall be binding upon and inure to the
benefi~s.of the heirs, legal representatives, successors, and assigns
of the parties hereto.
.. .
20. Survival.. This Agreement shall remain in full force and effect
and shall survive any merger or consolidation of Foundation with any
other entity, or any merger or consolidation of UPARC with any other
entity. If Foundation or UP ARC should so merge or consolidate with an-
other entity during the term of this Agreement, such merger or con-
solidation shall not be deemed to constitute a default hereunder, and
the resulting entity shall succeed to all the respective rights, duties
and obligations of Foundation Dr UPARC under this Agreement.
Should the Center Foundation cease to eKlst or become incapable of op-
era ting The proJ ect, without. assignment'." to' an' approved' successor ",.UPARC; .....";~.,~,. ',.t. ".....I~..{Il:;.~...H;:o...
shall have a right of first refusal to succeed to the interest of The . .
Center Foundation according to UPARC's use of the premises upon the
same terms and conditions as set forth in the Lease with the City of
Clearwater.
21. Entire Aareement. This Use Agreement and the exhibits attached
hereto constitute the entire ~greement between the parties and sup~r-
sede all prior agreements. No waivers, modifications, additions, or- ad-
denda to this Agreement shall be valid unless In writing and signed by
both Foundation and UPARC. -
22. Govern ina Law. This Agreemen t sha 11 be governed by co.nd cons trued
in accordance with ,the laws of the state of Florida.
23. Arbitration of Controversy. All controve~sies, claims. disputes
concerning the construction, performance or breach of this or any other
agreement between the parties, whether enter~d into prior or subsequent
to the date of this agreement shall upon demand and notice by either
party be determined by arbitration in accordance with the ruIns of the
American Arbitration Association. The award of the arbitrators or a
majority of them shall be final.
J(
)
24. RecordinQ. This Use Agreen,ent shall not be recorded; however, a
short-form Agreement reflecting the parties her~to, the comme~cement
date and term of this Agreement, and a description of the real property
upon which the Project is located shall be recorded in the Public
Records of Pinel lag County, Florida.
25. Notices. Any notices provided for hereunder shall be sent by
~ertified ma~l, retu~n receipt requested, to the Foundation, c/o Ex-
ecutive Dire~tor, 2037 Bulf-to-Bay Boul~vard, Suite "A~, Clearwater,
Florida 34625, and to UPARC, 2199 Calumet, Clearwater, Florida 34625,
Dr to such other address as either party by written notice to the other
may direct.
IN WITNESS WHEREOF, the undersigned parties have set their hands and
seal the day and year first above written.
W!:J;;;:~ C-- :~ .
THE CENTER FOUNDATION, INC.
~ . <r--.
By I J~ld&-U~ <. ~k-'J..<-/
President
"FOUNDATION"
HIE
FOR
BYI
CjI /[ t!Lj1t / f)(}-{/pt ~
"UPARC"
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TJI!.S AGREEMENT, is made and entered into this 2 s: 'day of ,
t1!/~/L , 1990, by and between THE CENTER FOUNDATION,
INC., a Florida nonprofit corporation, whose address is 1501
North Belcher Road, Clearwater, Florida 34625 (hereinafter
referred to as "Foundation"), and the City of Safety Harbor,
Florida, whose address is Florida (hereinafter referred to as
"SHF"). :
mIEREAS, Foundation is a nonprofit corporation developing
recreational and educational facilities (hereinafter referred to
as the IIproject") on real property owned by the city of
Clearwater and being leased to the Clearwater Youth Recreation
center, Inc., now known as The Center Foundation. Inc., under
that certain'Lease Agreement dated December 19, 1986 (hereinafter
referred to as the "Lease"), a copy 'of which is, attached hereto
as Exhibit "A"' and incorporated herein'by reference: and '
WHEREAS, SHF desires to use a portion of the Project to'
establish an office and to provide educational, recreational, and
other' services to its citizens'and their families: and
.'
WHEREAS, Foundation finds that such use of the property is
for a proper public purpose; and
WHEREAS, Foundation has established a construction funq for'
the purpose of generating monies to construct the. Project and ,its
improvements; and
WHEREAS, SHF' agrees to invest in the Project by making a
contribution to such construction fund of certain monies .to be
used for construction of the Project and'its improvements, ,as"
more specifically described hereinafter.
..... ....
NOW, THEREFORE, in consideration of the premises and ,of the
faithful performance by each of the parties of the covenants and ',.
agreements between each other made, it is mutually agreed between
the parties hereto as follows: " . . " ,.; "
,"
1. Recitals. The above recitals are true and correct and'~
incorporated herein by reference.
2. Premises and User Fee. For and in consideration of the
sum of One Dollar ($1.00) per year, and other good and valuable,
consideration to it in hand paid by SHF, the receipt and
SUfficiency of which are hereby acknowledged, Foundation does
hereby grant and assign to SHF the exclusive Use of approximately
400 square feet of the Project, which shall consist of three (3),
offices" as more particularly described and depicted on Exhibit
"B" attached hereto and iricorporated herein by refer~nce
(hereinafter ref~rred to as the "Premises").
.' .
"
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3. Term. The term of this Agreement shall commence on
the date SHF takes occupancy of the premises, and shall continue
for a period 'consistent and concurren~ with the term of the,Lease,'
as the ~ame is extended from time to time in accordance'with'~ ~~~~
paragraph 2 of the same. Should this Agreement be terminated as a
resul t of the termination of the Lease for any reason, Founda tion ....:
hereby covenants and agrees to compensate SHE for its pro rata and
, 'equi table share of any proceeds received upon ,such termination, of',:,~
this Agreement, if any but in no .event less than: ,$375,OOO.'OO;~plus..;;
1/6th of the unrestricted endowment unless. saF. continues. .to.:enjoy:,~
the rights contained herein under the same terms and conditions :-
herein.
4. Use of premises by SHF. SHF shall u~e the Premises b
provide educational and reo-reational services, and othe.r ,oppor-. '..:::.
tuni'ties and services to its citizens. :SHF shall, make no unlawful
improper, or offensive use of the premise~, nor'permit its'use'in~
any way to become a nuisance. SHF's use of and acce.s 'to (and'its
citizen's use of and access to) the premjses and the faciliti.es of
the Project, including parking spaces, shall enj6y.the same ~
superiority as that enjoyed by Clearwater for Youth, UPARC,::'the',!'..
city of Clearwater Parks and Recreation 'Department,' and, 'YWCA":"'" ':'
(hereinafter referred to as the "Other Sponsors'" Qrt'spc;msoring. ",.,'
Agencies"). Any resident or ,member of a Sponsoring. Agency.shall'b
ent i tIed to participate in a sponsored activi.ty of another, '. . .
Sponsoring Agency for the same fee as' that, charged of members, o'r.': :
res idents of the Sponsoring Agency, so long as. there. is unfilled'
space in the sponsored acti vi ty. SHF, shall be ,chargeq.. on....a,:.pro :..;,
rata basis for th.e use of the facilities .of the, project, andr-.such')..
charges shall be consistent wi th and in proport'ion, to those~:charg~'
by the Foundation to the Other Sponsors; and shall be' subject':.: to : ,.
the same rules, regulations, and policies as imposed' on.:'the,:'.?~her.:~;
S po n s 0 r s . . " :~"'."':: -""'''~:'''':'~''':::;:'' ." ," :',':.:
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5. Contribution to Construction Fund. To provide funds
for the construction of the Project, SHF liereby covenants and
agrees to contribute to the construction fund, Three Hundred
Seventy-Five Thousand and No/lOOth Dollars ($375,000000). Said
contribution (the "SHF Contribution") shall be made within
fifteen (15) days ,after the issuance of the Certificate.of
Occupancy for the Project by the appropriate governmental!agencyo'~~
, "
6. Operatin~ Expenses. SHF shall be responsible for ,
paying its pro rata snd equitable share'of the' operating expenses',
of,the premises not to exceed Seven Thousand Two Hundred Dollars:'
and No/lOOths ($7,200.00) during the first year of the term
'hereof, payable in equal ~onthly installments of Six Hundred and: ,,~
No/lOOths Dollars ($600.00). The operating expenses, may ,include~,,:;,:.;.:
but shall not be limited to, utilities (exclusive of telephone ".: '..
services), insurance, janitorial service, grounds maintenance, .
waste removal, water, sewer, replacement costs of capital ~
improvem~nts, and common area maintenance. SHF's,paymenf,of..its~_,
pro rata share of the operating expense. of the Premises may be "
increased or decreased on an annual basis consistent .with.and in"
proportion wi th . the annual"increa'ses'~or\"d~e.r'e'as'es!1f.-cli~'r'ge~dift.~~tne(~~.
Other Sponsors. The Board of Trus tees of the Foundation" shall... '':'''
determine and levy the assessments for the operating expenses.
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7. Maintenance. Foundation shall maintain and keep in
good condition and repair any and all interior systems, fixtures,
equipment, and machinery servicing the Premises, including, but
not limited to, all mechanical and electrical systems and
equipment, plumbing systems, water-heating systems, and heating
and air-conditioning systems. Foundation shall also keep and
maintain the bathroom facilities in the project, the common areas
of the Project, the parking lot and grounds of the Project, and
the foundation, and structural portions of the project in good
condition and repair, including the exterior masonry walls and
the roof of the projecto, Notwithstanding anything contained
herein to the contrary, SHF shall be responsible for providing at
its own expense, any equipment, fixtures, machinery, or other
goods and effects ,needed and utilized by it in its ~aily
operations and instruction of its citizens in the Premises, and
shall also be responsible.for paying the cost of maintaining,
installing, and repairing any and all such equipment" fixtures,
machinery, and other goods and ~ffects.
8. ,SHF's Fixtures. At the termination of this Agreement,
SHF shall, if not in default hereunder and if no damage will
result to the Premises thereby, remove its detachable fixtures,
equipment, machinery, goods and effects, and those of all persons
claiming by, through, or under it, and shall..surrender the
Premises and all improvements thereto in good order, repair, and
condition, reasonable wear and tear excepted, to Foundation or
its successors or assign~. Any permanently-installed fixtures,
alterations, or improvements shall be deemed real property, and
at the option of Foundation, shall remain the property of
Foundation at all times during and after the term hereof. In the
event Foundation permits SHF to remove any such permanently-
installed fixtures, 'alterations, or improvements, and any damage
to the Premises results from such removal, SHF shall repair such
damage at its own expense, and shall restore the Premises to the
. same repair and condition as when SHF took possession thereof,
reasonable wear and tear excepted.
~;!
9. Telephone Service. Foundation shall be.,responsible for
bringing telephone service to the Project, and SHF shall be
responsible for securing telephone service to the Premises. SHF
shall also be responsible for making monthly payment theref9r
directly to the service provider. '
10. Capital Improvements. Should SHF desire to make any
capital improvements to or expansion of the Premises, SHF shall
first secure the written approval of the Board of Trustees of the
Foundation for any or all such improvements, which approval shall
not be unreasonably wit~held.
11~ Insurance. Foundation shall keep the PI'oject insured
as required, to the extent applicable, by the provisions of.
Paragraph 19 of the Lease. Said insurance policies shall include
a standard waiver of subrogation clause against SHF and shall
name as an additional insured thereunder.
. .... . ... 4. __....____.......
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SHF shall at all times and at its cost maintain public
liability insurance on the Premises with a combined single-limit
of at least $1,000,000.00 for personal inj~ry, death, and
property damage, which insurance requi~ement may be increased
from time to time at the direction of the Board of Trustees of
Foundation. said public liability policies shall carry both the
names of Foundation and SHF as the named insureds as their,
respective interests may appear, and SHF shall provide Foundation
with a copy thereof upon taking occupa~cy of the Premises and,
upon request from Foundation, .it shall exhibit receipts showing
payment of premiums. Such policies shall further provide that
the insurer shall not cancel, alter or allow expiration or other
termination thereof without at least twenty (20) days prior
written notice from such insurer to Foundation.
SHF shall at all times and at its expense maintain' insurance
against loss by fire and other casualty with extended coverage on
its furniture, 'fixtures, inventory, eqUipment, supplies and
personal'property located in the Premises, and said policies
shall include a standard waiver of subrogation clause aga~nst
Foundation. .
. .....:. .. ."t..':....,...
12. Inspection. Foundation, upon giving reasol1ablea'lnl.?.i;:i?9:",. t.!;..
to SHF, shall have the right to inspect the Premises at
reasonable times.
13. Assiqnment. SHF shall not assign this Agreement or any
of its rights hereunder without the prior written consent of the
Foundation, which consent will not be unreasonably withheld. If
Foundation consents to any such a,ssignment, SHF shall only be
permitted to assign this Agreement or its rights hereunder to
another organization or entity whose mission and purpose are
consistent and not in conflict with those of SHF.
14. Compliance with Laws and Requlations. SHF shall comply
with all federal, state, county, and city laws, ordinances, rules
and regulat:ions affecting or respecting the use or occupancy of
the Premises by SHF or the business at any time thereon
transacted by SHF, and SHF shall comply with all reasonable rules
which may be hereafter adopted by Foundation for the protection,
welfare and orderly management of the Project and its users or
occupants. .
15. Cleanliness of Premises. SHF will keep the interior of
the Premises clean and will not store any refuse, trash, or .
hazardous materials in the Premises or in or around the Project
of which the Premises form a part, other than in the refuse
containers provided by Foundation.
'16. Redeliverv of Premises. SHF shall, on the expiration
of this Agreement, deliver up the Premises in as good order and
condition as it now, is or may be put by Foundation, reasonable
use and ordinary wear and tear thereof and damage by fire or
. .
: "
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I
other unavoidable casualty, condemnation o~ appropriation
excepted, and SHF shall promptly surrender all keys to the
Premises to Foundation. '
17'. Reoresentation on Board of Trustees. Foundation hereby
grants SHF voting representation on the Board of Trustees of The
Center Foundation, Inc., equal to the voting representation
enjoyed thereon by the other Sponsorso .
18. Siqnaqe. Foundation hereby grants SHF the right. to
have its corporate sign on Belcher Road as'a part of The Center's
signage. SHF shall be permitted signage of equal quality, size,
distinction, and exposure as the other Sponsors. In addition to
signage on Belcher Road, Foundation hereby grants -SUF signage in
The Center's main.entrance/courtyard area, and on all doors and
entrances to the Premises. All -signage must be in accordance
with'local ordinances, rules, and regulat~on.
19. Validitv. It is understood and agreed that in the'
event any provision of this Agreement shall be adjudged, decreed,
held, or ruled to be invalid, such porti~n shall be deemed
severable, and it shall not invalidate or impair the agreement as
a whole or any other provisions of this Agreement.
20. Successors and Assiqns. This Agreement and all
provisions, covenants and conditions thereof shall be binding
upon and inure to the benefit of the heirs, legal represent-
atives, successors, and assigns of the parties hereto.
21. Survival. This Agreement shall remain in full. force
and effect and shall survive any merger or consolidation of
Foundation with any other entity, or any merger or consolidation
of SUF with any other entity. If Foundation or SHF should so
merge or consolidate with another entity during the term of this
Agreement, such merger or consolidation shall not be deemed to
constitute a default hereunder, and the resulting entity shall
succeed to all the respective rights, duties and obligations of
Foundation or SUF under this Agreement.
22. Entire Aqreement. This Use Agreement and the exhibits
attached hereto constitute the entire- agreement between the
parties and supersede all prior agreements. No waivers,
modifications, additions, or addenda to this Agreement shall be
valid unless in writing and signed by both Foundation and SUF.
23. Governinq Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
24. Arbitration of Controversy. All controversies, claims,
disputes concerning the construction, performance or breach of
this or any other agreement between the parties hereto, whether
entered into prior or subsequent to the date of this Agreement,
shall upon demand ~nd notice by either party, be determined by
arbitration in 'accordance with the rules of the American
... ._--~..._-.-....._..-_.. -...
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Arbitration AssoJLation. The decision of tJl arbitrators
majority of them shall be final.
, ~5. Recording.. This Use Agreement may be recorded: or a
short-form Agreement reflecting the parties hereto, the commen-
cement date and term of this Agreement, and a description of the
real property upon which the Project is located may be recorded in
the Public Records of Pinellas County, Florida.
or a
. 26. Notices. Any notices provided for hereunder shall be
sent by certified mail, return receipt requested, to the
Foundation, c/o Executive Director, 1501 North Belcher Road,
Clearwater, Florida, 34625, and to SHF, c/o City Manager, Safety
Harbor, Florida, 34695, or to such other address as either party by
written notice to the other may direct.
27. Attorneys' Fees. Should i~ become necessary for
either party to enforce this Use Agreement by legal process,
including arbitration proceedings, all costs of such proceedings,
including reasonable attoineys' fees through and including any
appellate proceedings, shall be borne by the non-prevailing party~~
IN WITNESS WHEREOF, the undersigned parties have set their
hands and seals the day and year first above wri~ten. .
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Witnesses:
THE CENTER FOUNDATION, INC.
....
"FOUNDATION"
CITY OF SAFETY HARBOR" FLORIDA
By:
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'ssioner
ATTEST:
fJ/'~ ~"
~ Ro~ . Hoskins, I~I,
City Attorney
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Deputy Ci ty. Clerk
"SHF"
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STATE OF FLORIDA I'
COUNTY OF PINELLAS
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My
I hereby c~rtify that on this day, before me, an officer
duly authorized in the State aforesaid and in the County aforesaid
to take acknowledgments, personally appeared Frederick E. Fisher,
Chairman, Center Foundation, to me known to be the person describe.
in and who executed the foregoing instrument and he acknowledged '
before me that he' executed the same.
WITNESS 'my hand and offici~l seal in ',4tt.AZu ~ky';~;ji
Pinellas County, Florida, this ;?.5~day of April~O. ' .' .
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Commission Expires:
NOTARY PUBLIC STATE OF FLORIDA
MY COMHlSSIQx (,P. r.AR 31.1991
GI!KOED Tl;~~ GEhE;;'::. HIS. l:lm.
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STATE OF FLORIDA
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COUNTY OF PINELLAS
I hereby certify that on this day, before me, an officer""
duly authorized in the State aforesaid and in:'.:thf!!:*Sq.~f.!,~;y~~,;9.~.~~,~!.q'>
to take acknowledgments, personally appeared /JRTH~.e' LetN,v42. " ,"'"
Ji)/1AJ :;-, 'Oow.(Je~ .' City of Safety Harbor, to ~e".~~own to be-<,:~,:,
the personsdescr1bed 1n and who executed the forego1ng 1nstrument......j,
'andfhe)'acknowledged before me that.Jheyexecuted the same. '''".. ".:;:.~~':
WITNESS my band. and official' seal in SIJ-re~ /-!?.&'6t.e '.0
Pinellas County, Flor ida, this ~~ 7-f day of -April, 1990. '. ,',"r: .,.,~.::\:,
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My Commission Expires:
f Florida
Notary Public, s~ate ~ 30. 1993
My commission [xl""
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Exhibit E'
Core City of Clearwater Programs at the Long Center
Current City core programs (including but not limited to) scheduled at the Center:
Aquatics Programming
1. Instructional and competitive, recreational teams, lessons, practicing classes and clubs.
2. Four regionaVnational swim meets. .
Therapeutic Recreation
Instructional, competitive and recreational
. Teams
. Lessons
. Practices
· Classes
. Clubs
. Special Events (i.e.: Nursing Home Games)
. Competitions
. Senior Adult Activities
. Good Life Games
General
. Meetings
Athletics. (depending on other partners offerings)
Youth and Adult, Athletics - Instructional, competitive and recreational
. Teams
. Lessons
. Practices
. Classes
. Clubs
. Tournaments - one per programming area (i.e.: boys basketball)
. Leagues
Activities Currently Not Scheduled but Available for Future Service Delivety. (Depending
on other Partner offerings)
. Special Events
. Camps
. After School Programs
. Instructional Classes
. Clubs
. Youth Development Programs (Teens and Young Adults)
. .
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ExhibitF
Annual Rentals
I,
Janua
Janu
Janua
Februa
Februa
Febru
Febru
March
March
A ril
A ril
A rit
Ma
June
June
June
Jut
Au st
Au st
Au -Nov
Au -Nov
Se tember
October
October
October
November
December
December'
AGREEMENT
THIS AGREEMENT is entered into this ,sf- of ,
. 2001, by and between the City of Clearwater, a Florida municipal cor' oration, at
Post Office Box 4748, Clearwater 33758-4748, hereinafter' refer ct to as the
"City," and the Pinellas Community Center Inc., d/b/a Long Center, a Florida
non-profit corporation, at 1501 North Belcher Road,.. Clearwater, hereinafter
referred to as the "Provider."
WITNESSETH
WHEREAS, Provider operates the Long Center, which is constructing an
expansion to the facility; and
WHEREAS, the City desires to facilitate the Provider in constructing an .
expansion to the Long Center.
WHEREAS, the, City has provided funding to the provider for the project in
Pennies II. allocationsias approved by the City Commission on September 21,
2000. '
NOW, THEREFORE, the parties hereto agree as fol.lows:
1. ScoDe of Services
The Provider agrees to operate the Long Center which will provide
recreation opportunities for the public and is located at 1501 North Belcher,
Road, Clearwater, Florida, in accordance with the projected accomplishments
attached and made a 'fully binding part of this Agreement, and attached as
Exhibit A. On a quarterly basis, commencing July 1, 2001, the provider will
provide the City with a Financial ProjeCtion Report detailing the current status
and all expenditures of the project.
2. , Termination
The City and the Provider agree:
A. This Agreement may be terminated in whole or in part,. for .
convenience, when both parties agree upon the termination conditions. A
written notification shall be required and shall include the following: reason for
the termination, the effective date, and in the case of a partial termination, the
actual portion to be terminated. However, if, in the case of a partial termination,
the City determines that the remaining portion of the Agreement will not
accomplish the purposes of such Agreement, the City may terminate such in its
entirety.
Exhibit "b"
, .
B. The City may place the Provider in default of this Agreement, and
, may suspend or termin~te this Agreement in whole, or in part, for cause. : .
1. Cause shall include. but not be limited to. the following~
a. Failure to comply and/or perform in accordance with the
purpose and this Agreement, or any federal statute or
regulation.
b. Submitting reports to the City which are late, incorrect or
incomplete in any material respect.
c. . Implementation of this Agreement. for any reason, is.
rendered impossible or infeasible as determined by the City
d. Failure to respond within seven (7) days in writing to any
concerns raised by the City. including substantiating.
documents when required/requested by the City.
e. Any evidence of fraud, mismanagement, a'nd/or waste,
as determined by the City. .
C. Upon termination of the Agreement, the Provider shall repay any
amounts not spent back to the City.
3. Amendments.
Any alterations. variations, modifications or waivers of this Agreement '
shall ,only be valid when they have been reduced to writing and duly signed by.,
both parties. Any changes which do not substantially change the scope of the
project and/or the Project Implementation Schedule or increase the total amount
payable under this Agreement, shall/be valid only when reduced to writing and
signed by the City Manager and the Provider. .
The City shall not reimburse the Provider for outlays in excess of the
funded amount of the Agreement unless and until the City officially, in writing.
approves such expenditure by executing a written modification to the original
Agreement.
4. Method of Payment
It is expressly understood and agreed that the total compensation to be
'2
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paid hereunder for actual expenditures incurred shall be in the amount. bf One
Million Dollars ($1,000,000) for those improvements described in EXhibit l'A."
A. The provider shall submit requests for reimbursement payment
",/ for actual expenditures, including . applicable back-up . documentation.
Architectural, and construction manager fees are allowable expenses..
Documentation for construction expenses" shall be AlA Form. G702 and for
architectural, and construction manager fees shall be actual invoice. Photocopy
of payment shall be included in documentation. The City's participation is
approximately 40% of the entire project. Design fees. shall . be reimbursed,
therefore at 40% of the total architectural fees. Construction manager fees shall
be reimbursed for actual invoices associated with construction of the' expansion.
Expenditures that the Long Center, Inc. has already made for schematic design
are acceptable expenditures.
(
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B. The City agrees to pay the provider for expenditures incurred.
under this agreement on an as needed basis in accordance with the budget and
project schedule.
. C. All expenditures must conform to "Consultants Competitive
Negotiation Acf', 5287.055. Fla. Stat. and conform to the City of Clearwater
Procurement of Commodities and Services'Standards. ' .
5. Conflict of Interest
The Provider shall disclose, in writing, to the City any possible conflicting
interest or apparent impropriety. This 1:iisclosure shall occur immediately upon
knowledge of such possible conflict. ThEt.City will then render an opinion, which
shall be binding on both parties.
6. Indemnification and Insurance
The Provider shall indemnify and hold harmless the City from any and all
claims, liability, losses and causes otaction, which may arise out of ttie
,Agreement. The Provider shall pay all claims and losses of any nature.
whatsoever in connection therewith and shall defend or pay to 'defend all suits
brought against the City, when requested, and shall pay all costs and judgments
which may issue thereon.') , .
Automobile and vehicle coverage shall be required when the use of
automobiles and other vehicles are involved in any way in the performance of.
the Agreement. The Provider shall 'submit to the City an ORIGINAL Certificate
of Insurance in an amount approved by the City's Risk Management Office.
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Further, in the event evidence of the required insurance is not forwarded
to the Risk Management Office within thirty (30) days after the execution of this
Agreement, this Agreement may be tetminated at the City's option' and' any,
, payments then due may be permanently withheld by the City and the City will
have no further obligation under this Agreement.
7. Additional Conditions
It is expressly understood and agreed that in the event of curtailment of
funds by City, that the financial sources necessary to continue to pay the
Provider compensation will not be available and that this Agreement will thereby
terminate effective as of the time that is determined that said funds are no longer .
available.
In the event of such determination, the Provider agrees that it will not look to, nor
seek to hold liable, the City or any individual member of the City Commission
thereof personally for the performance' Of this Agreement and all 'of the' parties
hereto shall be released from further-liability each to the other under the terms of
this Agreement.
IN WITNESS WHEREOF. the parties hereto have caused ,this Agreement
to be executed by their duly authorized officials on the date first above indicated.
. /l-:,t/A 2
Brian J. Ungst -
Mayor-Commissioner
CITY OF CLEARWATER, FLORIDA,
BY:"~"~' ~*D..'.'
;~ 'William B.' Home; II "
. Interim City Manager
,'; Attest: '
is E. Goudeau,
lerk,
, Countersigned:
Approved as to form:
eC~
J Hayman " '
A sistant City Attorney
Signed, sealed and delivered
the presence of:
PINELtAS COMMUNITY CENTER, INC. d/b/a in
LONG CENTER
'--:/) /at<-/a~~ ~/'- By:
Print Nttme;l17a.eu/J/11I 6/u/I1
~a J~~'J
Print Name:.OelvOl S. iJJ I' d
ri Name: :JA1I'\f...> '
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E$e ~e,e...
Print Name: Secretary
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Exhibit "A"
March 19, 2001
",-,
Mr. Kevin Dunbar, Director
Parks &; Recreation Department
City of Clearwater
100 South Myrtle Avenue
Clearwater, FL 33756
Board of Directors:
James D. Appelt, PA
Ebe Bower
Richard Fitzgerald
Richard Hedrick
Ed Hooper
Susan Juhl
Robert P. Kinney.
Johnny Long
Ronald G. Norwood
Clare Peacock
Walter Schoenig
Daryl Seaton
A.V. "BudD Terry
Scott J. Tyler
Cliff Voege
, Charles "Trip. Weaver
Amy Wiegman
Dear Kevin,
By submitting this letter, the PiDellas Community Center, Inc.dba Long
Center requests payment oftheSl,OOO,OOO.OO towards our Phase n
Expansion Project, whichw.sallocated by the city commission through
the Penny for PineUu sales tax. .
This 13,970sf constnJction project, located to the west of our existing
buildin& along with 5,485sfofrenovated space will be the first significant
upgrade to the building sin~ our opening in 1uly 1990. The expansion
will be a two-story st:ruct1Jnijtbat will include a new entrance and
registration area, child's play area, two multipurpose classrooms,
Clearwater for Youth program aDd storage area, elevator and facility
storage. On the second floor will be 4,900sf of multipurpose rooms that
can be configured into a variety of program spaces.
Executive Director
Mark N. Abdo
The renovated spaces will allow us to enhance our fitness and
cardiovascular area to 3,800sfand move the City of Safety Harbor offices
, closer to the new buDding... ~'Our plans are to 1iti1ize their vacated office
area for an educational coJppUterJab. We will also add some needed
storage space, a full concesSion 'area on the spectator level and a
companion/family changing area off the pool deck.
The addi~ona1 facilities outIin~above will create new programming
space for tHe' City ofCl~ and other sponsor agencies of the Long
Cent~r. 0nQ of the main ai-wofadult programming that is not addressed,
aerobic exercise, can now be added due to the large multipurpose space.
Another major weakness, cardiovascular exercise, can now be addressed
with the addition of modem macl-titlcs in an enlarged area. Currently, our
fitness facility is restricted for Ildults but with the additional space, the age
limit will drop and we will include use of limited free weights. A facility
1501 North Belcher Road, Suite 225, Clearw~ter;FL .33765 (727) 726-2181, FAX (727) 797-2075
"
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that we are excited about adding is the family/companion changing area to
serve our patrons with special needs. With the addition of the play area
near the registration desk residents, utilizing the facility or enrolled in a
program, can place their young children in'a safe, supelV.ised area We
will also open up an additional gymnasium space in the evening by
mo~g instructional programs currently scheduled to the new
multipurpose space. The majority of the spaces will also produce revenue
for the Long Center negating,any additional operating expense issues.
; \... .: -~,,\,;.
The Board of Directors for the Long Center unanimously approved the
plan on Febnwy 14, 2001 with the stipulation that ground can not be
broke until all the funds have been raised. We will move through the
detailed architectura1 plans and construction documents along with our
building committee while raising the balance of the $2.5 million estimated
for this project. I do not anticipate construction to ,start earlier than
December 2001.
!'>~~.':-::,.':f:~~:.'
I have attached an invoi~(o,r,.~ funds and look forward to working
with the City and your dep~ in this exciting and worthy project. If
you have any questions pI_contact iDe at 726-2181 ext. 225 or
mabdo@longcemer.org..;...!,banks..for making the Long Center your place
for fim, titness and P~~,8JPwth-
i....
Sincerely,
~~'
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Mark N. Abdo, CPRP
Executive Director
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CapilaUc""""
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INVOICE
Phase IT Expansion Project - Long Center
Clearwater Contribution
Penny for Pinellas funding
$1,000,000
Facility Enhancements:
~:::.; :.....
Two multipurpose classrooms .
4,900sfmultipurpose program rOOms'
3,800sftitness and cardiovascular space
Concession stand
Family/companion chSlI1gi"8 area
Child's play area
New entry and registration area .....
Additional stoI1qJe areas
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Program Benefits:
New and creative public recreationalprogpmming
Increased service to residents withphysicaJ disabilities
Increased service to residents with young children
Additional gymnasium space in the evening
Easy access and recogoition of entrance
Revenue generating venues
Please make the check payable to:
Long Center
Attn: Mark Abdo, Executive Director
1501 North Belcher Road, Suite 225
Clearwater, FL 33765 '..
.:.:
1501 North Belcher Road. Suite 225, Clearwater, FL33765 (727) 726-2181, FAX (727) 797-2075
FSA ~ 287.055, Acquisition of professional architectural, engineering, landscape architectural, or
surveying and mapping services; definitions; procedures; contingent fees prohibited; penalties
*32201 West's F.S.A. ~ 287.055
WEST'S FLORIDA STA IUTES
ANNOTATED
TITLE XIX. PUBLIC BUSINESS
CHAPTER 287. PROCUREMENT OF
PERSONAL PROPERTY AND
SERVICES
PART 1. COMMODITIES,
INSURANCE, AND CONTRACTUAL
SERVICES
Current through End 012000 2nd Reg. Sess.
287.055. Acquisition of professional
architectural, engineering, landscape
architectural, or surveying and mapping
services; definitions; procedures;
contingent fees prohibited; penalties
(I) Short title.--This section shall be known as
the "Consultants' Competitive Negotiation Act."
(2) Definitions.--For purposes of this section:
(a) "Professional services" means those
services within the scope of the practice of
architecture, professional engineering,
landscape architecture, or registered surveying
and mapping, as defined by the laws of the state,
or those performed by any architect,
professional engineer, landscape architect, or
registered surveyor and mapper in connection
with his or her professional employment or.
practice.
(b) "Agency" means the state, a state agency, a
municipality, a political subdivision, a school
district, or a school board. The term "agency"
does not extend to a nongovernmental developer
that contributes public facilities to a political
subdivision under S. 380.06 or ss.
163.3220-163.3243.
(c) "Finn" means any individual, firm,
partnership, corporation, association, or other
Page 1
legal entity permitted by law to practice
architecture, engineering, or surveying and
mapping in the state.
(d) "Compensation" means the total amount
paid by the agency for professional services.
(e) "Agency official" means any elected or
appointed officeholder, employee, consultant,
person in the category of other personal service
or any other person receiving compensation
from the state, a state agency, municipality, or
political subdivision, a school district or a
school board.
(f) "Project" means that fixed capital outlay
study or planning activity described in the
public notice of the state or a state, agency under
paragraph (3)(a). A project may include:
I. A grouping of minor construction,
rehabilitation, or renovation activities.
2. A grouping of substantially similar
construction, rehabilitation, or renovation
activities.
*32202 (g) A "continuing contract" is a
contract for professional services entered into in
accordance with all the procedures of this act
between an agency and a finn whereby the firm
provides professional services to the agency for
projects in which construction costs do not
exceed $500,000, for study activity when the fee
for, such professional service does not exceed
$25,000, or for work of a specified nature as
outlined in the contract required by the agency,
with no time limitation except that the contract
must provide a termination clause.
(h) A "design-build firm" means a partnership,
corporation, or other legal entity that:
1. Is certified under S. 489.119 to engage in
contracting through a certified or registered
general contractor or a certified or registered
building contractor as the qualifying agent; or
Copyright (c) West Group 2001 No claim to original U.S. GoVl. works
FSA ~ 287.055, Acquisition. of professional architectural, engineering, landscape architectural, or
surveying and mapping services; definitions; procedures; contingent fees prohibited; penalties
2. Is certified under s. 471.023 to practice or to
offer to practice engineering; certified under s.
481.2 I 9 to practice or to offer to practice
architecture; or certified under s. 481.3 19 to
practice or to offer to practice landscape
architecture.
(iJ A "design-build contract" means a single
contract with a design-build firm for the design
and construction of a public construction
project.
G> A "design criteria package" means concise,
performance-oriented drawings or specifications
of the public construction project. The purpose
of the design criteria package is to furnish.
sufficient information to permit design-build
firms to prepare a bid or a response to an.,
agency's request for proposal, or to permit an
agency to enter into a negotiated design-build
contract. The design criteria package must
specify performance-based criteria for the
public construction project, including the legal
description of the site, survey information
concerning the site, interior space requirements,
material quality standards, schematic layouts
and conceptual design criteria of the project,..
cost or budget estimates, design and
construction schedules, site development
requirements, provisions for utilities,
stormwater retention and disposal, and, parking
requirements applicable to the project.
(k) A "design criteria professional" means a
firm who holds a current certificate of
registration under chapter 481 to practice
architecture or landscape architecture or a firm
who holds a current certificate as a registered
engineer under chapter 471 to practice
engineering and who is employed by or under
contract to the agency for the providing of
professional architect services, landscape
architect services, or engineering services in
connection with the preparation of the design
criteria package.
(3) Public announcement and qualification
procedures.--
Page 2
(a) Each agency shall publicly announce, in a
. uniform and consistent manner, each occasion
when professional services must be purchased
for a project the basic construction cost of
which is estimated by the agency to exceed the
threshold amount provided in s. 287.017 for
CATEGORY FIVE or for a planning or study
activity when the fee for professional services
exceeds the threshold amount provided in s.
287.017 for CATEGORY TWO, except in cases
of valid public emergencies certified by the
agency head. The public notice must include a
general description of the project and must
indicate how interested consultants may apply
for consideration.
*32203 (b) Each agency shall encourage firms
engaged in the lawful practice of their
professions that desire to provide professional
services to the agency to submit annually
statements of qualifications and performance
data.
(c) Any firm or indiVidual desiring to provide
professional services to the agency must first be
certified by the agency as qualified pursuant to
law and the regulations of the agency. The
agency must find that the firm or individual to
be employed is fully qualified to render the
required service. Among the factors to be
considered in making this finding are the
capabilities, adequacy of personnel, past record,
and experience of the firm or individual.
(d) Each agency shaH evaluate professional
services, including capabilities, adequacy of
personnel, past record, experience, whether the
firm is a certified minority business enterprise
as defined by the Florida Small and Minority
Business Assistance Act of 1985, and other
factors determined by the agency to be
applicable to its particular requirements. When
securing professional services, an agency must
endeavor to meet the minority business
enterprise procurement goals under s. 287.0945.
[FNl]
Copyright (c) West Group 2001 No claim to original U.S. Govt. works
FSA ~ 287.055, Acquisition of professional architectural, engineering, landscape architectural, or
surveying and mapping services; definitions; procedures; contingent fees prohibited; penalties
(e) The public must not be excluded from the
proceedings under this section.
(4) Competitive selection.--
(a) For each proposed project, the agency shall
evaluate current statements of qualifications and
performance data on file with the agency,
together with those that may be submitted by
other firms regarding the proposed project, and
shall conduct discussions with, and may require
public presentations by, no fewer than three
firms regarding their qualifications, approach to
the project, and ability to furnish the required
services.
(b) The ~gency shall select in order of
preference no fewer than three firms deemed to
be the most highly qualified to perform the
required services. In determining whether a
firm is qualified, the agency shall consider such
factors as the ability of professional personnel;
whether a firm is a certified minority business
enterprise; past performance; willingness to.
meet time and budget requirements; location;.
recent, current, and projected workloads of the
firms; and the volume of work previously
awarded to each firm by the agency, with the
object of effecting an equitable distribution of
contracts among qualified firms, provided such
distribution does not violate the principle of,
selection of the most highly qualified firms. .
The agency may request, accept, and consider
proposals for the compensation to be paid under
the contract only during .competitive
negotiations under subsection (5).
*32204 (c) This subsection does not apply to a
professional service contract for a project the
basic construction cost of which is estimated by
the agency to be not in excess of the threshold
amount provided in s. 287.017 for CATEGORY
FIVE or for a planning or study activity when
the fee for professional services is not in excess'
of the threshold amount provided in s. 287.017 .
for CATEGORY TWO.
Cd) Nothing in this act shaII be construed to
Page 3
prohibit a continuing contract between a firm
and an agency.
(5) Competitive negotiation.--
(a) The agency shall negotiate a contract with
the most qualified firm for professional services
at compensation which the agency determines is
fair, competitive, and reasonable. In making
such determination, the agency shall conduct a
detailed analysis of the cost of the professional
services required in addition to considering their
scope and complexity. For any lump-sum or
cost-plus-a-fixed-fee professional service
contract over the threshold amount provided in
s. 287.017 for CATEGORY FOUR, the agency
,shall require the firm receiving the award to
execute a truth-in-negotiation certificate stating
that wage rates and other factual unit costs
supporting the compensation are accurate,
complete, and current at the time of contracting.
Any professional service contract under which
such a certificate is required must contain a
provision that the original contract price and any
additions thereto will be adjusted to exclude any
significant sums by which the agency
determines the contract price was increased due
to inaccurate, incomplete, or noncurrent wage
rates and other factual unit costs. All such
contract adjustments must be made within I
year following the end of the contract.
. (b) Should the agency be unable to negotiate a
satisfactory contract with the firm considered to
be the most qualified at a price the agency
detennines to be fair, competitive, and
reasonable, negotiations with that firm must be
fOrq1aIly terminated. The agency shall then
undertake negotiations with the second most
qualified firm. Failing accord with the second
most qualified firm, the agency must terminate
negotiations. The agency shall then undertake
negotiations with the third most qualified finn.
(c) Should the agency be unable to negotiate a
satisfactory contract with any of the selected
finns, the agency shall select additional firms in
the order of their competence and qualification
Copyright (c) West Group 2001 No claim to original U.S. Govt. works
.'
FSA ~ 287.055, Acquisition of professional architectural, engineering, landscape architectural, or
surveying and mapping services; definitions; procedures; contingent fees prohibited; penalties
and continue negotiations in accordance with
this subsection until an agreement is reached.
(6) Prohibition against contingent fees...
(a) Each contract entered into by the agency for
professional services must contain a prohibition
against contingent fees as follows: "The
architect (or registered surveyor and mapper or
professional engineer, as applicable) warrants
that he or she has not employed or retained any.
company or person, other than a bona tide.
employee working solely for the architect (or
registered surveyor and mapper, or professional
engineer, as applicable) to solicit or secure this
agreement and that he or she has not paid or
agreed to pay any person, company,
corporation, individual, or finn, other than a
bona fide employee working solely for the
architect (or registered surveyor and mapper or
professional engineer, as applicable) any fee,
commission, percentage, gift, or other
consideration contingent upon or resulting froin
the award or making of this agreement." For
the breach or violation of this provision. the
agency shall have the right to terminate the
agreement without Jiability and, at its discretion,
to deduct from the contract price. or otherwise
recover. the full amount of such fee,
commission. percentage, gift, or consideration.
*32205 (b) Any individual, corporation~
partnership, firm, or company, other than a bona
fide employee working solely for an architect,
professional engineer, or registered land
surveyor and mapper, who offers, agrees, or
contracts to solicit or secure agency contracts
for professional services for any . other
individual, company, corporation, partnership,
or finn and to be paid, or is paid, any fee,
commission, percentage, gift, or other
consideration contingent upon. or resulting
from, the award or the making of a contract for
professional services shall, upon conviction in a
competent court of this state, be found guilty of
a first degree misdemeanor, punishable as
provided ins. 775.082 or s. 775.083.
Page 4
(c) Any architect, prOfes'sional engineer, or
" . registered surveyor and mapper, or any group,
, ,association, company, corporation, firm, or
partnership thereof, who offers to pay, or pays,
any fee, commission, percentage, gift, or other
consideration contingent upon, or resulting
. from, the award or making of any agency
contract for professional services shall, upon
conviction in a state court of competent
authority, be found guilty of a first degree
misdemeanor, punishable as provided in . s.
775.082 or s. 775.083.
(d) Any agency official who offers to solicit or
secure, or solicits or secures, a contract for
professional services and to be paid, or is paid,
any fee, commission, percentage. gift, or other
consideration contingent upon the award or
making of such a contract for professional
services between the agency and any individual
person, company, firm, partnership, or
corporation shall, upon conviction by a court of
competent authority, be found guilty of a first
degree misdemeanor, puni$hable as provided in
s. 775.082 or s. 775.083.
(7) Authority of department of management
services...Notwithstanding any other provision
ol this section, the Department of Management
Services shall be the agency of state government
which is soleJy and exclusively authorized and
empowered to administer and perform the
functions described in subsections (3), (4)~ and
(5) respecting all projects for which the funds
necessary to complete same are appropriated to
the Department of Management SelVices,
irrespective of whether such projects are
intended for the use and benefit of the
Department of Management Services or any
other agency of government. However, nothing
herein shall be construed to be in derogation of
any authority conferred on the Department of
Management Services by other express
provisions of law. Additionally, any agency of
government may, with the approval of the
Department of Management Services, delegate
to the Department of Management Services
authority to administer and perform the
Copyright (c) West Group 2001 No claim to original U.S. Govl. works
- . .
FSA ~ 287.0SS, Acquisition of professional architectural, engineering, landscape architectural, or
surveying and mapping services; definitions; procedures; contingent fees prohibited: penalties
functions described in subsections (3), (4), and
(5). Under the tenns of the delegation, th~
agency may reserve its right to accept or reject a
proposed contract.
(8) State assistance to local agencies.-On any
professional service contract for which the fee is
over $25,000, the Department of Transportation
or the Department of Management Services
shall provide, upon request- by a municipality,
political subdivision, school board, or school
district, and upon reimbursement of the costs
involved, assistance in selecting consultants and
in negotiating consultant contracts.
"'32206 (9) Applicability to existing
contracts.--Nothing in this section shall affect
the validity or effect of any contracts in-
existence on July 1, 1973.
(10) Applicability to design-build contracts.--
(a) Except as provided in this subsection, this
section is not applicable to the procurement o(
design-build contracts by any agency, and the-
agency must award design-build contracts ,in
accordance with the procurement laws, rules,
and ordinances applicable to the agency.
(b) The design criteria package must be
prepared and sealed by a design criteria
professional employed by or retained by the
agency. If the agency elects to enter into a
professional services contract for the
preparation of the design criteria package, then .
the design criteria professional must be selected
and contracted with under the requirements of
subsections (4) and (5). A design criteria
professional who has been selected to prepare
the design criteria package is not eligible to"
render services under a design-build contract'
executed pursuant to the design criteria package~
(c) Except as otherwise provided in s.
240.209(3) or s. 337. 11(7), the Department of
Management Services shaH adopt rules for the
award of design-build contracts to be followed
by state agencies. Each other agency must
, Page 5
adopt rules or ordinances for the award of
design-build contracts. Municipalities,
'political subdivisions, school districts, and
school boards shall award design-build contracts
by the use of a competitive proposal selection
'; process as described in this subsection, or by the
. \ise of a qualifications-based selection process
pursuant to subsections (3), (4), and (5) for
entering into a contract whereby the selected
firm will subsequently establish a guaranteed
maximum price and guaranteed completion
date. If the procuring agency elects the option
of qualifications-based selection, during the
selection of the design-build firm the procuring
agency shall employ or retain a licensed design
professional appropriate to the project to serve
as the agency's representative. Procedures for
the use of a competitive proposal selection
process must include as a minimum the
following:
1 ~ The preparation of a design criteria package
for the design and construction of the public
construction project.
2. The qualification 8J;ld selection of no fewer
than three design-build firms as the most
qualified, based on the qualifications,
availability, and past work of the finns,
including the partners or members thereof.
3: The criteria, procedures, and standards for
the evaluation of design-build contract
proposals or bids, based on price, technical, and
design aspects of the public construction
project, weighted for the project.
*32207 4. The solicitation of competitive
proposals, pursuant to a design criteria package,
frpm those qualified design-build firms and the
eva,luation of the responses or bids submitted by
those firms based on the evaluation criteria and
procedures established prior to the sol icitatiori
of competitive proposals.
5. For consultation with the employed or
retained design criteria professional concerning
the evaluation of the responses or bids
Copyright (c) West Group 2001 No claim to original U.S. Govt. works
1 .
, .'
FSA g 287.055, Acquisition of professional architectural, engineering, landscape architectural, or
surveying and mapping services; definitionS; procedures; contingent fees prohibited; penalties
submitted by the design-build firms, the
supervision or approval by the agency of the
detailed working drawings of the project; and
for evaluation of the compliance of the project
construction with the design criteria package by
the design criteria professional.
6. In the case of public emergencies, for the
agency head to declare an emergency and
authorize negotiations with the best qualified
design-build fiJ11l' available at that time.
(1 I) Reuse of existing plans.--Notwithstanding
any other provision of this section, there shall be
no public notice requirement or utilization of the
selection process as provided in this section fo,~,
projects in which the agency is able to reuse
existing plans from a prior project of the,
agency, or, in the case of a board as defined in
chapter 235, a prior project of that or any other
board, Except for plans of a board as defined in ..
chapter 235, public notice for any plans that are
intended to be reused at some future time must
contain a statement that provides that the plans
Page 6
are subject to reuse in accordance with the
. provisions of this subsection.
(12) Construction of law.--Nothing in the
,amendment of this section by chapter 75-281,
Laws of Florida, is intended to supersede the
. ;',provisions of 5S. 235.211 and 235.31.
CREDlT{S)
1999 Main Volume
Amended by Laws 199/. c. 91-137. i /5. elf. May 28.
1991: Laws /99/, c. 91-/62. i 7, eJf. May 28, 199/: Laws
1992, c. 92-279, i 250. elf. July 1. 1992: Laws /993, c.
93-95, i /. elf. Oct. /, 1993: Laws 1994. c. 94.1/9. i 114.
eJf. July 1, /994: Laws 1994, c. 94-322, i 10, eJf. May 3/.
1994: Laws 1995, c. 95-148, i 868. eJf. July 10. 1995:
Laws 1995. c. 95-410. i 2, eJf. July I. 1995; Laws 1996. c.
96-399, i 45, eff Oct. I, 1996: Laws 1997. c. 97-100. i
38, eJf. July I, 1997; Laws 1997, c. 97-296. i I. elf. Oct.
I, 1997: Laws 1998, c. 98-279. i 80. elf. June 30, 1998.
[FNl] Repealed by Laws 1996, c. 96.320, ~ 27. Section
;287.0945(9), created by Laws 1996, c. 96-412, ~ I, was
,"redesignated by the division of statutory revision as *
373.607.
Copyright (c) West Group 2001 No claim to original U.S. Govt. works
.. ~~
"
CITY OF CLEAR WATER
FINANCIAL SERVICES DEPARTMENT
PROCUREMENT OF COMMODITIES AND SERVICES
PROCEDURES REVISED DECEMBER 10, 1999
The City of Clearwater has the obligation to provide efficient services at the lowest possible
total cost. The purpose of this policy is to establish criterion and procedures for procurement
of both commodities and services at the lowest possible total cost.
All contracts for goods or services should be awarded to the vendor providing the best
product or service in accordance with the specifications, at the right time, in the right place, in
the right quantity and at the best price.
Purchasing authority within the city is divided into three general categories. Each category is
governed by the City of Clearwater, Code of Ordinances:
Category I: Purchases for $1000 or less. ,
· Attempt to obtain the lowest price availaqle, consistent with time and effort involved.
· A ward contract within guidelines established in each administration/department.
· Utilize a Restricted Purchase Order (RPO) form or procurement card.
· Purchases for the same product by the same depanment within one calendar year
require approval at the appropriate category level for the cumulative total for the year.
Category n: Purchase~ over $1000 through $25,000. A minimum of three quotations are
required. Quotes may be obtained by using departments or within the Purchasing Division.
Documentation should include the product and! or service, name and address of the vendor,
sales person, phone number, price, payment terms, estimated delivery date, free on board
point; i.e. freight responsibility and payment (FOB CL W or FOB SHP), and special
instructions.
· Quotation information is recorded on the remarks Screen following the total screen in
the Ross Financial System. Quotation information is not printed on the purchase
order.
· Approval is electronically accomplished by the appropriate administrator, depanment
director or designee in the Ross Financial System.
· Authorized exceptions include valid emergenciesj sole sourcej impractical or
impossible to bidj available on "other" governmental bid; health services including
mental health; legal services including p~a1ega1, expen witness, appraisal or mediator
services, auditors; academic and lecturers; services provided by persons with mental or
physical disabilities under not for profit corporations; and, products purchased for
resale.
1
~
".
I .
.
.
Justification for any deviation of the three quote policy must be recorded on the
remarks screen following the total screen. The justification must be electronically
approved by the appropriate administrator or department director only.
A ward will be made by purchase ordc!r alld the issuance must occur prior to requesting
the good(s) or service(s) from the vendor. Consulting contracts and many other service
Contract awards equaling $10,000 or more also require a formal written contract. Please
check with Purchasing and / or the'City Attorney.
For contracts over $10,000 to and inclUillJ1g $25,000, approval authority is the City
Manager. Further defined as Pro<:urementof any product or service within one 365
day year for one department. Snbsequent awards within the 365 day year must be
approved at the appropriate cumuliltive level.
A ward of contract for resale items will be made by the responsible department
administrator / director or designee.
.
.
Category ill: Purchases over $25,000.
· Formal bid is required with the PrirchasingDivision responsible for the action.
Exception is made for construction. projects prepared and processed by Public Works
Administration.
· Formal advertising is required with." to'mal opening a minimum of 10 calendar days
after the date of the advertisement.' . .". .
· For contracts over $25,000 or those cumillative contracts within one 365 day year, the
approval authority is the City Commission. Public Works engineering contracts, not
to exceed $100,000 cumulative, may be aWOnied to Engineers of Record by the City
Manager for CIP approved projects. ' .
· The City Manager may approve change order cumulative increases to a maximum of
$25,000 over the latest amount approved by the City Commission. Contracts
originally awarded for $25,000 or less by the administrator, department director or the
City Manager may be increased only within,the approval limits noted above.
· Award will be made by purchase ordc!r and the issuance must OCCUr prior to requesting
the good(s) or service(s) from the vendor. All consulting contracts and many service
contracts in this category require a formal contract. Please check with Purchasing
and! or the City Attorney. . '
· Award of contract for resale items will be made by the responsible department
administrator / director.
, "
. .
'=.
,2
PREPARED BY AND RETURN TO:
EARL BARRETT
ENGINEERING DEPT.
CITY OF CLEARWATER
P.O. BOX 4748
CLEARWATER, FL 33758-4748
QUIT CLAIM DEED
THIS QUIT CLAIM DEED made this day of ,200_, by
The Center Foundation, Inc., flk/a Clearwater Youth Recreation Center, Inc., a
non-profit corporation existing under the laws of the State of Florida, whose
address is 1501 North Belcher Road, Clearwater, Florida 33765, hereinafter
called "First Party", to The City of Clearwater, Florida, a municipal corporation,
whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-4748,
hereinafter called the "Second Party*".
(*Wherever used herein, the terms "First Party" and "Second Party" shall include singular
and plural, heirs, legal representatives and assigns of individuals and the successors and
assigns of corporations, wherever the context requires.)
WITNESSETH: that said First Party, for and in consideration of the sum
of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration in hand paid by said Second Party, the receipt and sufficiency of
which is hereby acknowledged, does hereby remise, release and quit claim unto
the Second Party forever, all the right, title, interest, claim and demand which the
First Party has in and to the following described lot, piece or parcel of land,
situate, lying and being in Pinellas County, Florida, to-wit:
All improvements located on the real property described on Exhibit "A"
attached hereto and made a part hereof.
THIS DEED IS SUBJECT TO THE FOllOWING: Applicable land use
and zoning restrictions and to easements, reservations and restrictions of record,
if any, which are not specifically not reimposed or extended hereby, and to taxes
for the year 2003 and subsequent years, if any.
Exhibit "E"
PROPERTY APPRAISER'S TAX 1.0. NO. 07-29-16-00000-220-0100
This instrument conveys title to the improvements only.
TO HAVE AND TO HOLD the same together with all and singular the
appurtenances thereunto belonging or in anywise appertaining, and all the
estate, right, title, interest, lien, equity and claim whatsoever of said First Party,
either in law or equity, to the only property use, benefit and behoof of said
Second Party forever.
IN WITNESS WHEREOF, the First Party has signed and sealed these
presents the day and year first above written.
Witnesses:
Print:
Print:
Print:
Print:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this
,200_, by
day of
Print:
NOTARY PUBLIC
My Commission Expires:
Personally Known OR Produced Identification
Type of Identification Produced
2
*** OFFICIAL RECORDS ***
BOOK 7298 PAGE 282
A tract of land lying within the Northwest 1/4 of Section 7, Township
29 South, Range 16 East, Clearwater, Pinellas County, Florida and
being more particularly described as follows:
Commence at the Northwest corner of said Section 7: thence
S89~3S'50~E, along the North line of theNorthwest 1/4 of said Section
7, for 55.00 feet to the East right-of-way line of Belcher Road:
thence SOO~04'51"E, along said East right-~f-way line and along a line
being 55.00 feet East of and parallel to. the West line of the
Northwest 1/4 of said Section 7, same also being.Ble~e:arlng basis of
this description, for 480.50 feet to the Southwest corner of that
property described in O.R. Boole 6247 on page 1429 and being the POINT
OF BEGINNING: thence S8903S'SO"E, along the South line of said
property, and along a line 480.48 feet South of and parallel to the
North line of said Northwest 1/4, for 390.04 feet to the center of a
sanitary manhole: thence continue- S8903S'50"E, along said parallel
line, for 272.6S feet to the centerline of a creek: thence
southeasterly approximately 850 feet along said centerline, same also
being the westerly bounds of that certain pro~erty described in O.R.
Book 58S1, on page 1012, the following nine (9) courses being used for
closure purposes; (1) thence S33-42'24"E, for 10.60 feet; (2) thence
S20046'23"E, for 139.50 feet: (3) thence SOl-02'42"E, for 100.92 feet:
(4) thence S26041'04~E, for 42.96 feet: (S) thence N83-42'5l"E, for
33.70 feet: (6)~hence S650S3'11"E, for ~O.08 feet; (7) thence
SS4-S2'27"E. for 146.40 feet: (8) thence S47-12'36"E, for 199.78 feet.
t9) thenceS79053'~7-E, for 93.99 feet; thence, leaving said creek '
centerline. S89036'lO"E, for 9S.00 feet to the perpendicular ,
intersection with the East line of the Northwest 1/4 of the Northwest
1/4 of said Section 7: thence S00023'50"W, along said East line, for
324.98 feet to the Southeast corner of the Northwest 1/4 of the '
Northwest 1/4 of said Section 7; thence N89-44'07"W along the South
line of the Northwest 1/4 of the. Northwest 1/4 of said Section 7,for
232.83 feet to a point on the northeasterly right~of-way line of a
60.00 foot Seaboard Coast Line Railroad right-of-way: thence
N7204S'16"W, along said northeasterly line, for 1085.20 feet to the
East right-of-way line of Belcher Road; thence NOO'"04'51"W along said
East line and along a line S5.00 fe~t East of and parallel to the West
line of the Northwest 1/4 of sa~d S~ction 7, for 539.23 feet to the
POINT OF BEGINNING. and containing 15.78 acres, more or less.
"
Exhibit "A"
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that PINELLAS COMMUNITY CENTER,
INC., A/K/A THE LONG CENTER, a Florida non-profit corporation whose address is 1501 North
Belcher Road, Suite 225, Clearwater, Florida 33765, ("Seller"), for an in consideration of the
sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable considerations, to
me paid by the CITY OF CLEARWATER, FLORIDA, a municipal corporation, whose mailing
address is P.O. Box 4748, Clearwater, Florida 33758-4748 ("Buyer"), the receipt whereof is
hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these
presents does hereby grant, bargain, sell, transfer and deliver unto the Buyer, his executors,
administrators and assigns, the following goods and chattels:
SEE ATTACHED EXHIBIT "A"
TO HAVE AND TO HOLD the same unto said Buyer, his executors, administrators and
assigns forever.
AND Seller does, for himself and his executors and administrators, covenant to and with
said Buyer, his executors, administrators and assigns, that he is the lawful owner of said goods
and chattels; that they are free from all encumbrances; that he has good right to sell the same
aforesaid, and that he will warrant and defend the sale of said property, goods and chattels
hereby made, unto the said Buyer, his executors, administrators and assigns against the lawful
claims and demands of all persons whomsoever.
IN WITNESS WHEREOF, Seller hereunto sets his hand and seal this
,20_.
day of
Signed, sealed and delivered
in the presence of:
STATE OF FLORIDA)
COUNTY OF
The foregoing instrument was acknowledged before me this
,20_, by
day of
NOTARY SIGNATURE
Print or type stamp commission name
of Notary Public
Personally known to me D OR Produced Identification D
Type of Identification Produced
#298902 v1 - BillofSale
Exhibit "A"
Any and all personal property in or on the property located at 1501 North Belcher
Road, Clearwater, FL 33765.
.
'{
t.
. I
I,
I
LEASE AGREEMENT
THIS AGREEMENT is made effective the 30th day of June,
1990, by and between The pinellas Community Center a.k.a.
The Long Center, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 225, Clearwater,
Florida 34625 (hereinafter referred to as "center"), and
Clearwater For Youth, a Florida nonprofit corporation, whose
address is 1501 North Belcher Road, Suite 236, Clearwater,
Florida, 34625 (hereinafter r.eferred. to as "CFY").
WIT N E SSE T H:
WHEREAS, Center is a nonprofit corporation with
recreational and educational facilities (hereinafter
. referred to as the "project") on real property owned by the
City of Clearwater and being leased to the Clearwater Youth
Recreation Center, Inc., now known as The Center Foundation,
Inc., under that certain Lease Agreement dated December 29,
J.986 (hereinafter as Exhibit "A" and 'incorporated here;i.n by
reference; and
WHEREAS, CFY desires to use a portion of.the Project to
establish its equipment storage and administrative offices
and to provide recreational and sports activities to the
youth of this community and their families that will advance
the mission and purpose of CFY allowing all children from
all levels of society to play together in harmony, and which
allows children to reach their fullest potential through
enriching and productive activities.
WHEREAS, Center finds that such use of the property is
for a proper pUblic purpose; and
WHEREAS, The Center has established a construction fund
for the purpose of generating monies to construct the
Project and its improvements; and
WHEREAS, CFY has invested in the Project by providing
contributions to such construction fund of certain monies to
be used for construction of the Project and its
improvements, as more specifically described hereinafter.
NOW, THEREFORE, in consideration.of the premises and of
the faithful performance'by each of the parties of the
covenants and agreements between each other made, it is
mutually agreed between the parties hereto as follows:
1. Recitals. The above recitals are true and correct
and incorporated herein by reference.
1
. Exhibit "F"
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2. Premises and User Fee. For and in consideration of
the sum of One Dollar ($1.00) per year, and other good and
valuable consideration to it in hand paid by CFY; the
receipt and SUfficiency of which are hereby aCknowledged,
The Center does hereby grant and assign to CFY the exclusive
use of the Project, as more particularly described and
depicted on Exhibit "B" attached hereto and incorporated
herein by reference (hereinafter referred to as the
"Premises").
3. TERM. The term of this Agreement shall commence
on the date CFY takes occupancy' of the Premises, and,
provided CFY remains a viable nonprofit corporati9n in
substantially the same form as it exists on the date hereof,
and provided it continues to advance its mission and purpose
as set forth in its Bylaws, the term hereof shall continue
for a period consistent and concurrent with the term of the
Lease, as the same is extended from time to time in
accordance with Paragraph 2 of the same. Should this
agreement be terminated as a result of the termination of
the Lease, The Center hereby covenants and ,agrees to
compensate CFY for its pro rata and equitable share of any
proceeds received upon such termination of the Agreement as
specified in Paragraph 24 of the Lease. .
4. Use of Premises bv CFY. CFY shall use the Premises
for its administrative offices, and to provide recreational"
sports and other activities to the citizens of this
community. The Center agrees to use its best efforts when
allocating the use of facilities in the Project among the
Sponsoring Agencies (as defined below), to accommodate CFY's
programming needs. CFY shall make no unlawful, improper, or
offensive use of the Premises, nor permit its use in any way
to become a nuisance. CFY use of and access to (and its
patrons' use of and access to) the Premises and the
facilities of the Project, including parking spaces, shall
enjoy the same superiority as that enjoyed bY'YWCA, UPARC,
the city of Clearwater, and the city of Safety Harbor
(hereinafter referred to as the "Other Sponsors" or
"Sponsoring Agencies"). CFY shall be charged on a pro rata
basis for its use of the facilities of the Project and such
charges shall be consistent with and in proportion to those
charged by the Center to the Other Sponsors, and shall be
subject to the same rules, regUlations, and policies as
imposed on the Other Sponsors.
5. Ooeratinq Exoenses. CFY shall be responsible for
paying its pro rata and equitable share of the operating
expenses of the Project not to exceed Four Thousand Eight
Hundred Dollars (4,aoo.00) and payable in equal month~y
installments of Four 'Hundred Dollars ($400.00). The
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operating expenses 'may include, but shall not be limited to,
utilities (exclusive of telephone services), insurance,
janitorial service, grounds maintenance, waste removal,
water, sewer, replacement costs of capital improvements, and
common area maintenance. CFY's payment of its pro rata
share of the operating expenses of the Project may be
increased or decreased on an annual basis consistent with
and in proportion with the annual increases or 'decreases
charged to the Other Sponsors. The Board of Directors of
the Center shall determine and levy the assessments for the
operating expenses.
6. Maintenance. The Center shall maintain and keep in
good condition and repair any and all interior systems,
fixtures, equipment, and machinery servicing the Premises,
. including, but not limited to, all mechanical and electrical
systems and equipment, plumbing systems, water-heating
systems, and heating and air-conditioning systems. The
Center shall also keep and maintain the bathroom facilities
in the project, the common areas of the Project, the parking
lot and grounds of the Project, and the Center and
structural portions of the Project in good condition and
repair , including the exterior mas~nry walls and the roof
of the Project. Notwithstanding anything contained herein
to the contrary, CFY shall be responsible for providing, at
its own expense, any equipment, fixtures, machinery, or the
goods and effects needed and utilized by it in its daily
operations and instruction of its citizens in the Premises,
and shall also be responsible for paying the cost of
maintaining, installing, and repairing any and all such
equipment, fixtures, machinery, and other goods and effects.
7. CFY's Fixtures. At the termination of this
Agreement, CFY shall, if not in default ~ereunder and if no
damage will result to the Premises thereby, remove its
detachable fixtures,. equipment, machinery, goods and
effects, and those of all persons claiming by, through, or
under it, and shall surrender the Premises and all
improvements thereto in good order, repair, and condition,
reasonable wear and tear expected, to The Center or its
successors or assigns. Any permanently-installed fixtures,
alterations or improvements shall be deemed real property,
and at the option of The Center, shall remain the property
of The Center at all times during and after the term hereof.
In the event The Center permits CFY to remove any such .
permanently-installed fixtures, alterations, or
improvements, and any damage to the Premises results from
such removal, CFY shall repair such damage at its own
expense, and shall restore the Premises to the same repair
and condition as when CFY took possession thereof,
reasonable wear and tear expected.
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8. Teleohone Service. The Center shall be responsible
for bringing telephone service to the Project, and CFY shall
be responsible for securing telephone service to the
Premises 0 CFY shall also be responsible for making the
monthly payment therefore directly to the service provider.
9. Caoital Imorovements. Should CFY desire to make
any capital improvements to or expansion of the Premises,
CFY shall first secure the written approval of the Board of
Directors of the Center for any or all such improvements,
which approval shall not be unreasonably withheld. .
10. Insurance. The Center shall" keep the Project
insured as required, to the extent applicable, by the
provisions of Paragraph 18 of the Lease. Said insurance
policies shall include a standard waiver of subrogation
clause against CFY and shall name CFY as an additional
insured thereunder.
CFY shall at all times and at its cost maintain public
liability insurance on the Premises with a combined single-
limit of at. least $1,000,000.00 for personal i!1jury, death,
and property damage, which insurance requirement may be
increased .from time to time at the direction of the Board of
Directors of the Center. Said public liability policies
shall carry the names of The Center and CFY as the named
insureds as their respective interests may appear, and CFY
shall provide The Center with a copy thereof upon taking
occupancy of the .premises and, upon r~quest from The ,Center,
it shall exhibit receipts showing payment of premiums. Such
policies shall further provide that the insurer shall not
cancel, alter or allow expiration or other termination
thereof without at least twenty (20) days' prior written
,notice from such insurer to The Center..
CFY shall at all times and at its expense maintain
insurance against loss by fire and other casualty with
extended coverage on its furniture, fixtures, inventory,
equipment, supplies and personal property located in the
Premises, and said policies shall include a standard waiver
of subrogation clause against ~he Center.
11. Insoection.. The Center, upon giving reasonable
notice to CFY shall have the right to inspect the Premises
at all reasonable times. .
12. Assiqnment. CFY shall not assign the Agreement or
any of its rights hereunder without the prior written
consent of the Center which consent will not be unreasonably
withheld. If The Center consents to any such assignment,
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CFY shall only be permitted to assign this Agreement or its
rights hereunder to another organization or entity whose
mission and PUrpose are consistent and not in conflict with
those of CFY.
13. Comoliance with Laws and Requlation. cFt shall
comply with all federal, state, county, and city laws,
ordinances, rules and regulations affecting or respecting
the use or occupancy of the Premises by CFY or the business
at any time thereon transacted by CFY, and CFY shall comply
with all reasonable rules which may be hereafter adopted by
The Center for the protection, welfare and orderly
management of the Project and its users or occupants.
14. Cleanliness of" Premise. CFY will keep the
interior and/or exterior of the Premises clean and will not
store any refuse, trash, or hazardous materials in the
Premises or in or around the Project of which the Premises
form a part, other than in the refuse containers provided by
The Center. .
15. Redeliverv of Premises. CFY shall, on the
expiration of this Agreement, deliver up the Premises in as
good order and condition as it now is or may be put by The
Center, reasonable use and ordinary wear and tear thereof
and damage by fire or other unavoidable casualty.
condemnation or appropriation expected, and CFY shall
promptly surrender all keys to the Premises to The Center.
16. Reoresentation of Board of Directors. The Center
hereby grants CFY voting representation of the Board of
Directors of The Center, equal to the voting representation
enjoyed thereon by the Other Sponsors.
17~ Siqnage. The Center hereby grants CFY the right
to have its corporate sign on Belcher Road as a part of the
Center's signage. CFY shall be permitted signage of equal
quality, size, distinction, and exposure as the Other
Sponsors. In addition to signage on Belcher Road, The
Center hereby grants CFY signage in the Center's main
entrance/courtyard area, and on all doors and entrances to
the Premises. All signage must be in accordance with local
ordinances, rules, and regulations.
18. Validity. It is understood and agreed that in the
event any provision of the Agreement shall be adjudged,
decreed, held, or ruled to be invalid, such portion shall be
deemed severable, and it shall not invalidate or impair the
agreement as "a whole or any other provisions of this
Agreement.
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19. Successors and Assians. This Agreement and all
provisions, covenants and conditions thereof shall be
binding upon and inure to the benefit of the heirs, legal
representatives, successors, and assigns of the parties
hereto.
20. Survival. This Agreement shall remain in full
force and effect and shall survive any merger or
consolidation of The Center with any other entity, or any
merger or consolidation of CFY with any other entity. If
The Center or CFY should so merge or consolidate with
another entity during the term of this Agreement, such
merger or consolidation shall not be deemed to constitute a
default hereunder, and the resulting entity shall succeed to
all the respective rights, duties and obligations of The
Center or CFY under this Agreement.
21. Entire Aareement. This Lease Agreement and the
exhibits attached hereto constitute the entire agreement
between the parties and supersede al~ prior agreements.. No
waivers, modifications, additions, or addenda to this
Agreement shall be valid unless in writing and signed by
both The Center and CFY.
22. Governinq Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Florida.
23. Arbitration of Controversy. All controversies,
claims, disputes ,concerning the construction, performance or
~reach of this or any other agreement between the parties
hereto, whether entered into prior or subsequent to the date
of this Agreement, shall upon demand and notice by either
party, b~ determined by private arbitration with the
appointment of arbitrators by each side and a third
arbitrator by the two sides. The decision of the
arbitrators or a majority of them shall be final.
24. Recording. This Lease Agreement shall not be
recorded; however, a short-form Agreement reflecting the
parties hereto, the commencement date and term of this
Agreement, and a description of the real property upon which
the Project is located may be recorded in the Public Records
of Pinellas County, Florida.
25. Notices. Any notices provided for hereunder shall
be sent by certified mail, return receipt requested, to The
Center, c/o Executive Director, 1501 North Belcher Road,
Suite 225, Clearwater, Florida 34625, and to CFY, c/o
Executive Director, 1501 North Belcher Road, Suite 236,
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Clearwater, Florida 34625, or to such other address as
either party by written notice to the other may direct.
26. Attornevs' Fees. Should it become necessary for
either party to enforce this Lease Agreement by legal
process, including arbitration proceedings, all costs of
such proceed~ngs, including reasonable attorneys' fees
through and including any appellate proceedings, shall be
borne by the non-prevailing party.
IN WITNESS WHEREOF, the 'undersigned parties have set
their hands and seals the day and year first above written.
witness:
The Center
"THE CENTE~"
CLEARWATER FOR YOUTH
"CFY"
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~cember
i 2-{ gg
12, 1988
USE AGREEMENT
THIS AGREEMENT is made and entered into th,is ~ d.,y of
December ,1988, by and betwl?en THE CENTER FOUNDATION, .INC., a
Florida ~onprofit corporation, whose address is 2037 Gulf-to-Bay Boule-
vard, Suite "A", Clearwater, Florida 3462~ (hereinafter r~ferred to as
"FoLlndation"), and THE UPPER F'INELLAS ASSOCIATION FOR RETARDED
CIT]ZENS, ]NC., a Florid~ nonprofit corporation, whose address is 2199
Calumet, Clearwater, FL 34625 (hereinafter referred to as "UPARC").
WIT N E SSE T HI
WHEREAS, Foundation. is a nonprofit corporation developing recre-
ational and educational facilities (hereinafter referred to as the
"Project") on real property owned by the City of Clearwater and being
leased to the Clearwater Youth Recreation Center, Inc., under that cer-
tain Lease Agreement dated December 29, 1986 (hereinafter referred to
as the "Lease"),' a copy of which is attached hereto as Exhibit "A" and
incorporated herein by reference; and
WHEREAS, UPARC desires to use a portion"of the Project to establish
a facility engaged in providing services for citizens who are develop-
mentally disabled, and who are presently served b~ UPARC or who _shall
become eligible for said services according to UPARC admissions crite-
ria, and
WHEREAS, Foundation finds that such use 01 the property is for a
proper public purpose; and
WHEREAS, Fo~~dation intends to establish a construction fund for the
purpose 01 generating monies to construct the Project and its improve-
ments; an~
WHEREAS, UPARC intends to invest in the Project by making a contri-
bution to such construction fund of certain monies to be used for con-
struction of the Project and its improvements,
NOW, THEREFORE, in consideration of the premises and of the faithful
performance by each of the parties 01 the covenants and agreements be-
tween each other made, it is mutually agreed between the parties hereto
as follows:
1. User Fee. For and in consideration of the su~ of One Dollar
. ($1.00) per year, a~d other good and valuable consideration to it in
hand paid by UPARC, the receipt and SUffiCiency of which are hereby ac-
~,:now]edged. Foundatio,n doe!!! hereby assign UPARC the use. of that certain
portion of the Project which is more particularly described on E:chibit
"9" attached hereto and incorporated he~ein by reference (hereinafter
referred to as the "Premises"),
EXHIBIT (
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2. Term. The term of this Agreement shall commence on the date !'l bu,J
UPARC takes occupancy of the Premises, and shall continue tor a period ~ ~
consistent and coincident with the term o.f the Lease atta. ch.ed her~q", 'LlPiOr""....
and incorporated herein, as ElChibit "A". ~ the end of. ~_!!!_t.tial_L!.:!) .
year period described in said Lease, UPARC may, upon one year's writtEn~. ~..~
notice, elect to terminate this agreement, together with all rights and ,J."., .~0 v
responsibilities appertaining thereto. .~I .
3. Use of oremises bv UPARC. UPARC shall use the Premises to de-
velop facilities which will provide educational, vocational, and other
opportunities and services for the citizens of the community who h~ve a
developmental disability. UP ARC shall make no unlawful, Improper or
offensive use of thu Premises, nor permit its use In any way to becDm~
a nuisance. UPARC's use of the Premises and facilities of the project,
including par~,:ing spaces, shall enjoy the same superiority as that en-
Joyed by Clearwater for Youth and the City of Clearwater Parks and Rec~
reation Department. The Foundation recognizes that not less than i50
non-e~:clusive parking spaces must be available for UPARC staff and vol-
unteers during each ';Iorking day.
W TI_Lird-P~~l,Jse of Premises. Foundation shal] be <\1 lowed to
per\ult other group!; or org.1Inizations to use the Premi5es with the p,"ior
'1:.llowledgE! alld written t:rJnsent of UPAI~C, as 10119 a!; sut:h use doll'S nQt
conflict with the use thereof by UPARC. ShOLIld a thir'd-p.:lrty be per-
mitted to use th~ Premises, said third-party user shall be assessed its
pro rata and equitable share of the occupancy eMpenses incurred during
Exhibit "G"
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sa i d mon t h, or a se t fee CIS de termined by the llo;;>.rd [." T rLI!;; tE!es of tile
Foundation. i:.\nd said amOLlnt in its entirety shall be credited to UI"A"C.
5. Co~tribution to Construction Fund. To provide ~unds for the
construction of the Project, UPARC hereby cov~nants and agrE!cs to con-
tribLlte the proceeds it receives from the sale of. its 8.4 acres located
!at 219~ Calumet, Clearwater, FL 34625 (the "E~i$ting Facility"), or One
Hillion dollars ($1,1)1)0,000.00), whichever is less (the "1.,lf"'flBC Contri-
bution" I, to the construction fund created by Found"tion for ~he
Project. Upon complete eKecution of this Agreement, UPAIi:C covenants
and agrees to begin marketing the Euisting Facility for sale, ~nd
agrees to promptly make diligent and good-faith effort to consummate
the sale. UPARC shall be the sole judge of the reasonableness 01 an
offer to purchase s~id property, and dties not guarantee that such a
sale i:.\nd purchase will occur. UPARC further agrees that upon the Clos-
ing of the sale of the E:cisting ,Facility, UP ARC shall pay to Foundation
the UPARC Contribution. In the event the sales proceeds r.eceived by
UFARC consist of cash and a promissory note and mortgage, Foundation
shall receive all cash proceeds available at the closing, as well as
all payments together with interest th~reon until such time as Found.-
tion has received the total UPARC Contribution, plus all interest on
the deferred p~yment.. tn the event the cloging ,hell take place prior
to UP ARC taking occupancy of the Premises, the UP ARC Contribution real-
ized from the closing shall be invested at a rate and for a term which
shall be determined collectively by both the Board o.f Direcfors of
UPARC and the Board of Trustees of Foundation. Any interest earned dur-
ing this period shall be credited to UPARC.
6. Allocation of Exoen!l'es. It is the intent o'f.the pal-ties hereto
that UPARC shall operate as a separate and freestanding entity. To ef-
fect this goal, and to the extent possible, the Foundation shall secure
separate meters and billings for utilities provided to the Premises,
separate HVAC systenl for the Premises, separate telephone service to
the Premises, and any other system or service required by UPARC to con-
duct its regular activities at the Premises. ~o the eKt~nt that Foun-
dation cannot secure separate metering or billings for services ren-.
dered to t~e Premises, the Board of Trustees of the Foundation, Shall
Clssess UP ARC' monthly 'for its pro rata a~d equitable share of the usage
thereof. These services may include, b~t shall not be limited to, gar-
bage disposal or tri:.\sh pickUp.
The term "pro rata and equitable share" as used in this o?greement
shall be defined as the percentage of building footprint occupied by
UPARC facilities as compared to the total building footprint on the
property.
7. Maintenance, Replacement and Ooerating Expenses. UPARC shall be
responsible for paying the cost of maintaining and repairing any ~nd
all interior systems, fi:ctures, equipment, and machinery servicing ac-
tua 11 y used by UPARC and under its control. UPARC sh~ 11 pay for any
r~pairs or improvements made by it, or made by another pursuant lo its
request or instruction,' to the Premises. UPARC shall provide at its
e~pen9~ any equipment needed and utilized by it in its daily operations
and instruction of its citizens in the Premises.
Foundation shall assess all users of the project, including UPAHC,
for their pro rata and equitable share of the exterior and/or common
maintenance, replacement, and operating expenses incurred by the
ProJect. The Board of Trustees of the Foundation shall determine and
levy said assessments from time to time.
8. Capital Improvements. Should UI"ARC desire to make any capital
improvements to or expansion 01 the Premises, UPARC shall first secure
th~ written approval 01 the Board of Trustees of th~ Foundation for any
., 'or all sLlch improvements. Such approval shall not be' unreasonably
withheld.
9. Insurance. Foundation shall keep the ProJect insured as re-
quired, to the extent applicable, by the provisions of Paragraph 19 of
said Lease between the city of Clearwater and the Clearwater Youth Rec-
reation Center, Inc. Said insurance policies shall include a standard
wniver 01 subrogat10n cl~use against UPARC. Foundation shall'~asse9s
UPARC and any other 6imllar users 01 the Project tor.their pro rata an~
equi~able share 01 such insurance premium, ,as determined from time.to
time by the Board 01 Trustees, . and UPARC shall be named as an addi-
tional insured on all said policies. _.- '~-:-___u__ ---.-..- - .I
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\J J i\,AC t) . (a) UPARC s, I <It all times and at its CO!lt m.. ",in pUbIle li-
. U\ r-rW- ~~"bil.ity insurance on the Premises with a combined single-lirnit of at
. / ~J least $1,000,000.00 for personal injury, death, and property damoge.
~JjJrfJ Said public liability policies shall carry both the names of Foundation
fj, . ,', and UPARC as. the named insured as thei r res pec t:i ve in l:el-es ts may appear
'(~:}a and UPARC shall provide Foundation with a copy ther!l'of at commencement
;;, of construction and upon request from Foundation, it shall e:(hibit re-
~) ceipts showing p"'~'''lent of premiums. Such policies shall .'urther pro-
T vide that thr. insurer shall not cancel, al ter or allo'<I e:(piration or
. other termination ther'eof without: at least twenty (20) days prior I<lf'it-
~ ten notice .from such insurer to Foundation.
{\ ^.1 .\J.; (b) UPARC shall at all times and at its expense maintain insur-
j.~.I,i1' ,,~. . ance against loss by fir:-e and other casualty with e:<tended cover.:lge onv./'
J,jj y\ its furniture, fi:<tures, inventory, equipment, supplies and personal ~
(\)ftJ Y.. . property located in the Premises, and said policies shall include a
~v .~ standard waiver of subrogation clause against Foundation.
h)~. ~ 10. Pavment of Taxes. UPARC shall pay its pro rata or equitable
, share of any federal, state and local taxes and special assessm~nts
which may be levied en the Premises and any improvements placed
thereon, but it is agreed that the uses herein contemplated serve
proper, public ~nd municipal purposes, and the parties in no way waive
any e~emptions permitted by law.
G). lnsDection. Foundation, upon giving reasonable noticp. to UP{~RC,
shall have the right to insp,!!ct the premises at all reasonable times.
12. Care of Premises. UPARC will, at its expense, ~eep the interior
01 the Premises in good repair and condition during the term of this
U$e Agreement.~ UPARC will make no alterations, additions or improve-
ments of any kind in or to the Premises without the written approval or
consent of the [Ioard of Trustees of the Foundation, which shall not be
unreasonably withheld. Any such alterations, aaditions or .improvements
requested by UPARC and approved by the Board of Trustees shall be paid-
for by UPARC. Foundation wi~l maintain the roof, the structural el-
ements, the common b~throom facilities, the common areas. of the
Project, the exterior of the Project, the parking lot and grounds, and
common plumbing systems in good order and repair.
)
13. Assignment. UPARC shail not assign this agreement or any of its
rights hereunder without the prior written consent of the Foundation.
Such consent will not be unreasonably withheld.
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14. Termination of Aoreement. Should this Agreement be terminated
~s a result of the termination of said Lease between the City of
Clearwater and FOLu,dation, Foundation herel)y covenants and agrees to
compensate UPARC for its pro rata or equitable share of any proceeds
received upon such terminat~on of this Agreement as specified in Para-
graph 25 of the Lease between the City and The Foundat~on.
15. Compliance with Laws and Reoulations. UPARC shall comply with
all federal, state, county, and city laws, ordinances, rules and
regulations a'ffecting or respecting the use or occupancy of the pre-
mises by UPARC or the business at any time thereon transacted by UPARC,
and UPARC shall comply with all reasonable rules which may be hereafter
adop~ed by Foundation for the protection, Welfare and orderly, manage-
ment of the Project and its users or occupants,
16. Cleanline5s of Premises. UP ARC will keep the interior of the
premises clnan and will not store any refuse, trash, or hazardous m~te-
rials in the Premises or in or around the Project of which the Premises
form a part, other than in the refuse containers provided by Founda-
tion. :- ,. -- '- ....-
17.. ~eliv~rv of Premises. UPAnC shall, on the e):piration or this
Agreement, deliver up the Premises in as good order alld comJition as it
now is or may be put by Foundation, reasonable use and ordinary wear
and tear thereof and damage by fire or other unavoidable casualty, con-
d eRlna tion or appropr ia tion excep ted, and UF'ARC sha 11 promp tl y surrender
all keys to the Premlses to Foundation.
)
18. Validity. It is understood and ayreed that in the event allY
provision of this agreement shall be adJutlged, decreed, held, or ruled
to be invalid, such portion shall be deemed severable, and it shall not
invalidate or impair the agreement as a whole or any other provisions
l
of this Agreement.
19. Successors and AssA.gns. This Agreement and all provisions, cov-
enants and conditions thereof shall be binding upon and inure to the
benefits of the heirs, legal representatives, successors, and assigns
of the' p~rUes hereto.
20. Survival. This Agfeement shall remain in full force and eff~ct
and shall survive any merger or consolidation of Foundation with any
other entity, or any merger or consolidation of UFARC with any other
entity. If Foundation or UPARC should so merge or consolidate with an-
other entity during the term of this Agreement, such merger or con-
solidation shall not be deemed to constitute a default hereunder, and
the resulting entity shall succeed to all the respective rights, duties
and obligations 01 Foundation Dr UFARC under this Agreement.
Should the Center Foundation cease to eKist or become incapable of op-
era ting The proJ ect, wi thout' assignment.>; to' an" approved' successor,.,.UPARC; ......;J.,.~" ~...~. '1...,I.(l!',(4'I-..~"~.".'''''
shall have a right of first refusal to succeed to the interest of The '. .- ~,
Center Foundation according to UPARC's use of the premises upon the
same terms and conditions as set forth in the Lease with the City of
Clearwater.
21. Entire Aareement. This Use Agreement and the exhibits attached
hereto consti tute the entire ,agreement between the parties and sup>:!r-
sede all prior agreements. No waivers, modifications, additions, o~ad-
denda to this Agreement shall be valid unless in writing and signed by
both Foundation and UPARC. -
22. Governina Law. This Agreement shall be ~overned by and construed
in accordance wIth .the laws of the state of Florida.
23. Arbitration of Controversy. All controver.sies, claims, disputes
concerning the construction, performance or breach of this or any other
agreement between the parties, whether enter~d into prior Dr subsequent
to the date of this agreement shall upon demand and notice by either
party be determined by arbitration in accordance with the rules of the
American Arbitration Association. The award of the arbitrators or a
majority of them shall be final.
24, Recordina. This Use Agreement shall not be recorded; however. a
short-form Agreement reflecting the parties hereto, the comme~cem~nt
date and term of this Agreement, and a description of the real property
upon which the Project is located shall be recorded in the Public
Records of Pinellas County, Florida.
25. Notices. Any notices provided for hereunder shall be sent by
certified ma~l, return receipt requested, to the Foundation, c/o Ex-
ecutive Dire~tor, 2037 GUlf-to-Bay Boul~vard, Suite "A~, Cl~arwater,
Florida 34625, and to UPARC, 2199 Calumet, Clearwater, Florida 34625,
or to such other addresS as either party by written notice to the other
may direct.
IN WITNESS WHEREOF, the undersigned parties have set their hands and
seal the day and year first ~bove written.
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THE CENTER FOUNDATION, INC.
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By: ,~ld"U~, <. ~J:..J..t-/
President
"FOUNDATION"
HIE
FOR
UPPER PINELLAS ASSOCIATION
~2t ,S. 'NC.
President
By:
&/1 (JLrx~ iJ01~'yH #I~
"UPARC"
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USE AGREEMENT
TAliS AGREEMENT, is made and entered into this Z S; 'day of .
t1!~~/L , 1990, by and between THE CENTER FOUNDATION,
INC., a Florida nonprofit corporation, whose address is 1501
North Belcher Road, Clearwater, Florida 34625 (hereinafter
referred to as "Foundation"), and the City of Safety Harbor,
Florida, whose address is Florida (hereinafter referred to as
"SHF") . :
mIEREAS, Foundation is a nonprofit corporation developing
recreational and educational facilities (hereinafter referred to
as the "Project") on real property owned by the City of
Clearwater and being leased to the Clearwater Youth Recreation
Center, Inc., now known as The Center Foundation. Inc., under
that certain'Lease Agreement dated December 19, 1986 (hereina~ter
referred to as the "Lease"), a copy 'of which is. attached hereto
as Exhibit "A"' and incorporated herein' by reference; and '
WHEREAS, SHF desires to use a portion of the Project to.
establish an office and to provide educational, recreational, and
other' services to its citizens 'and their families; and .'
WHEREAS, Foundation finds that such use of the property is
for a proper public purpose; and
WHEREAS, Foundation has established a construction funQ for'
the purpose of generating monies to construct the,Project and .its
improvements; and
WHEREAS, SHF' agrees to invest in the Project by making a
contribution to such construction fund of certain monies .to be
used for construction of the Project and .its improvements, ,as'
more specifically described hereinafter.
" , ",
NOW, THEREFORE, in consideration of the. premises and .of the
faithful performance by each of the parties of the covenants 'and '"
agreements between each other made, it is mutually agreed between
the parties hereto as follows: " . , '0"
". ",.'
1. Recitals. The above recitals are true and correct and ',:
incorporated herein by reference.
2. Premises and User Fee. For and in consideration of the
sum of One Dollar ($1.00) per year, and other good and valuable
consideration to it in hand paid by SHF, the receipt and
SUfficiency of which are hereby acknowledged, Foundation does
hereby grant and assign to SHF the exclusive Use of approximately
400 square feet of the Project, which shall consist of three (3),
offices" as more particUlarly described and depicted on Exhibit
"B" attached hereto and incorporated herein by refere.nce
(hereinafter ref~rred to as the "Premises").
Exhibit "H"
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3. Term. The term of this Agreement shall commence on
the date SHF takes occupancy of the Premises, and shall continue
for a period 'consistent and concurren~ with the term of the. Lease,.
as the ~ame is extended from time to time in accordance'with'~ ~~~~
Paragraph 2 of the same. Should this Agreement be terminated as a
result of the termination of the Lease for any reason, Foundation':':
hereby covenants and agrees to compensate SHF for its pro rata and
.equi table share of any proceeds received upon .such termination. of..:.~
this Agreement, if any but in no .event less than:$375.000"OO;~plus..;;
1/6th of the unrestricted endowment unless.SHF.cont1nues..to~enjoy~
the rights contained herein under the same terms and conditions :-
herein.
4. Use of premises by SHF. SHF shall u~e the Premises t,
provide educational and reO'reat~onal services, and oth.e.r :oppor-. .r::;:
tunities and services to its citizens. :SHF shall. make no unlawful
improper, or offensive use of the premise~, nor'permit its,use'in~
any way to become a nuisance. SaF's use of and acce.s 'to (and. its
citizen's use of and access to) the Premises and the faciliti.es of
the Project, including parking spaces, shall enj6y.the same.~
superiority as that enjoyed by Clearwater for Youth, UPARC,:'the'."'..
Ci ty of Clearwa ter Parks and Recrea tion . Department, . and, YWCA "'." . .' ':'
(hereina fter referred to as the "Other Sponsors ". or ."Spc;msoring. _....-"
Agencies"). . Any resident or . member of a Sponsoring. Agency. s~all'b
ent i tIed to participate in a sponsored activi.ty of another. . . ,
sponsoring Agency for the same fee as. that. charged of members. o'r..: :
res idents of the Sponsorjng Agency, so long as. there. is unfilled..
space in the sponsored activity. SHF. shall be .chargeq.. on....a:..pro ....
rata basis for th.e use of the facilities .of the. Project: andr.such\:.....
charges shall be consistent wi th and in proportion to those~:chaige
by the Foundation to the Other Sponsors; and shall be' SUbject'.:: to : '
the same rules, regulations, and policies as imposed: on,..the"'Other:':
Sponsors. . . ." ~:......>,.:~::;..':..;., ........:.:
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5. Contribution to Construction Fund. To provide funds
for the construction of the Project, SHF nereby covenants and
.agrees to contribute to the construction fund, Three Hundred
Seventy-Five Thousand and No/IOOth Dollars ($375,000.00). Said
contribution (the uSHF Contribution") shall be made within
fifteen (15) days.after the issuance of the Certificate.of
Occupancy for the Project by the appropriate governmental:'agency.,'.::
. .
6. Operatin~ Expenses. SHF shall be responsible for . .
paying its pro rata and equitable share'of the' operating expenses'
of' the premises not to exceed Seven Thousand Two Hundred Dollars:.
and No/IOOths ($7,200.00) during the first year of the term .
hereof, payable in equal monthly installments of Six Hundred and: .,~
No/IOOths Dollars ($600.00). The operating expenses. may . include;..:;.:;,:
but shall not be limited to, utilities (exclusive of telephone ".: ....
services), insurance, janitorial service, grounds maintenance, ,
waste removal, water, sewer, replacement costs of capital :
improvem~nts. and common area maintenance. SHF's.paymenf.o~1ts~..
pro rata share of the operating expenses of the Premises may be ..'
increased or decreased on an annual basis consistent .with,and in.
proportion wi th . the annual"'increa.ses"::ort"d~~/re'as'es'.cli~'rg~'d~~.tc1ll~hie~~~"
Other Sponsors. The Board of Trus tees of the Founda tion.. shall.... '': "
determine and levy the assessments for the operating expenses.
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7. Maintenance. Foundation shall maintain and keep in
good condition and repair any and all interior systems, fixtures,
equipment, and machinery servicing the Premises, including, but
not limited to, all mechanical and electrical systems and
equipment, plumbing systems, water-heating systems, and heating
and air-conditioning systems. Foundation shall also keep and
maintain the bathroom facilities in the Project, the common areas
of the Project, the parking lot and grounds of the Project, and
the foundation. and structural portions of the project in good
condition and repair, including the exterior masonry walls and
the roof of the Project., Notwithstanding anything contained
herein to the contra~y, SHF shall be responsible for providing at
its own expense, any equipment, fixtures, machinery, or other
goods and effects .needed and utilized by it in its ~aily ~r
operations and instruction of its citizens in the Premises, and
shall also be responsible.for paying the cost of maintaining,
installing, and repairing any and all such equipment" fixtures,
machinery, and other goods and ~ffects~
8. ,SHF's Fixtures. At the termination of this Agreement,
SHF shall, if not in default hereunder and if no damage will
result to the Premises thereby, remove its detachable fixtures,
equipment, machinery, goods and effects, and those of all persons
claiming by, through, or under it, and shall.,surrender the
Premises and all improvements thereto in good order, repair, and
condition, reasonable wear and tear excepted, to Foundation or
its successors or assign~. Any permanently-installed fixtures,
alterations, or improvements shall be deemed real property, and
at the option of Foundation, shall remain the property of
Foundation at all times during and after the term hereof. In the
event Foundation permits SHF to remove any such permanently-
installed fixtures, 'alterations, or improvements, and any damage
to the Premises results from such removal, SHF shall repair such
damage at its own expense, and shall restore the Premises to the
. same repair and condition as when SHF took possession thereof,
reasonable wear and tear excepted.
9. Telephone Service. Foundation shall be..responsible for
bringing telephone service to the Project, and SHF shall be
responsible for securing telephone service to the Premises. SHF
shall also be responsible for making monthly paYment therefor
directly to the service provider. ' .
10. Canital Improvements. Should SHF desire to make any
capital improvements to or expansion of the Premises, SHF shall
first secure the ~ritten approval of the Board of Trustees of the
Foundation for any or all such improvements, which approvai shall
not be unreasonably wit~he1d.
11~ Insurance. Foundation shall keep the Project insured
as required, to the extent applicable, by the provisions of,
Paragraph 19 of the Lease. Said insurance policies shall include
a standard waiver of subrogation clause against SHF and shall
name as an additional insured thereunder.
.... . '.' -. ..-....-.-......
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SHF shall at all times and at its cost maintain public
liability insurance on the Premises with a combined single-limit
of at least $1,000,000.00 for personal inj~ry, death, and
property damage, which insurance requi~ement may be increased
from time to time at the direction of the Board of Trustees of
Foundation. Said public liability POlicies shall carry both the
names of Foundation and SHF as the named insureds as their.
respective interests may appear, and SHF shall provide Foundation
with a copy thereof upon taking occupa~cy of the Premises and,
upon request from Foundation, .it shall exhibit receipts showing
payment of premiums. Such policies shall further provide that
the insurer shall not cancel, alter or allow expiration or other
termination thereof without at least twenty (20) days prior
written notice from such insurer to Foundation.
SHF shall at all times and at its expense maintain' insurance
against loss by fire and other casualty with.extended coverage on
its furniture, 'fixtures, inventory, eqUipment, supplies and
persona1'property located in the Premises, and said policies
shall include a standard waiver of subrogation clause aga~nst
Foundation. '
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12. Inspection. Foundation, Upon giving r7aso~abl~ n,~~:iC;::~",'I.!;..
to SHP, shall.have the right to inspect the Prem~ses at all
reasonable times.
13. Assianment. SHF shall not assign this Agreement or any
of its rights hereunder without the prior written consent of the
Foundation, which consent will not be unreasonably withheld. If
Foundation consents to any such assignment, SHF shall only be
permitted to assign this Agreement or its rights hereunder to
another organization or entity whose mission and purpose are
consistent and not in conflict with those of SHF.
14. Comoliance with Laws and Reau1ations. SHF shall comply
with all federal, state, county, and city laws, ordinances, rules
and regula~ions affecting or respecting the use or occupancy of
the Premises by SHF or the business at any time thereon
transacted by SHF, and SHF shall comply with all reasonable rules
which may be hereafter adopted by Foundation for the protection,
welfare and orderly management of the Project and its Users or
occupants. .
15. Cleanliness of Premises. SHF will keep the interior of
the Premises clean and will not store any refUse, trash, or
hazardous materials in the Premises or in or around the Project
of which the Premises form a part, other than in the refUse
containers provided by Foundation.
'16. Rede1iverv of Premises. SHF shall, on the expiration
of this Agreement, deliver up the Premises in as good order and
condition as it now, is or may be put by Foundation, reasonable
use and ordinary wear and tear thereof and damage by fire or
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other unavoidable casualty, condemnation o~ appropriation
excepted, and SHF shall promptly surrender all keys to the
Premises to Foundation. .
, .
17'. Reoresentation on Board of Trustees. Foundation hereby
grants SHF voting representation on the Board of Trustees of The
Center Foundation, Inc., equal to the voting representation
enjoyed thereon by the other Sponsors. .
18. Sianaae. Foundation hereby grants SHF the right',~o
have its corporate sign on Belcher Road as'a part of The Center's
signage. SHF shall be permitted signage of equal quality, size,
distinction, and exposure as the other Sponsors. In addition to
signage on Belcher Road, Foundation hereby grants -SHF signage in
The Center's main.entrance/courtyard area, and on all doors and
entrances to the Premises. All ,signage must be in accordance
with. local ordinances, ru~es, and regulat~on.
19. Va1iditv. It is understood and agreed that in the'
event any provision of this Agreement shall be adjudged, decreed,
held, or ruled to be invalid, such porti~n shall be deemed
severable, and it shall not invalidate or impair the agreement as
a whole or any other provisions of this Agreement.
20. Successors and Assians. This Agreement and all
provisions, covenants and conditions thereof shall be binding
upon and inure to the benefit of the heirs, legal represent-
atives, successors, and assigns of the parties hereto.
21. Survival. This Agreement shall remain in full, force
and effect and shall survive any merger or consolidation of
Foundation with any other entity, or any merger or consolidation
of SHF with any other entity. If Foundation or SHF should so
merge or consolidate with another entity during the term of this
Agreement, such merger or consolidation shall not be deemed to
constitute a default hereunder, and the resulting entity shall
succeed to all the respective rights, duties and obligations of
Foundation or SHF under this Agreement.
22. Entire Aareement. This Use Agreement and the exhibits
attached hereto constitute the entire. agreement between the
parties and supersede all prior agreements. No waivers,
mOdifications, additions, or addenda to this Agreement shall be
valid unless in writing and signed by both Foundation and SHF.
23. Governina Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Florida.
24. Arbitration of Controversy. All controversies, claims,
disputes concerning the construction, performance or breach of
this or any other agreement between the parties hereto, whether
entered into prior or subsequent to the date of this Agreement,
shall upon demand ~nd notice by either party, be determined by
arbitration in accordance with the rules of the American
..,..~..-..........-...._...-.._...
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Arbitration AssoJkation. The decision of tJb
majority of them shall be final.
. 25. Recording.. This Use Agreement may be recorded: or a
short-form Agreement reflecting the parties hereto, the commen-
cement date and term of this Agreement, and a description of the
real property upon which the Project is located may be recorded in
the Public Records of pinellas County, Florida.
arbitrators or a
26. Notices. Any notices provided for hereunder shall be
sent by certified mail, return receipt requested, to the
Foundation, c/o Executive Director, 1501 North Belcher Road,
Clearwater, Florida, 34625, and to SHF, c/o City Manager, Safety
Harbor, Florida, 34695, or to such other address as either party by
written notice to the other may direct.
27. Attorneys' Fees. Should i~ become necessary for
either party to enforce this Use Agreement by legal process,
including arbitration proceedings, all costs of SUch proceedings,
including reasonable attorneys' fees through and including any
appellate proceedings, shall be borne by the non-prevailing party~4"~\I:
IN WITNESS WHEREOF, the undersigned parties have set their
hands and seals the day and year first abov~,wrieten. ..., '"
.!,...; .1. ..' .~ , :.., .;\;~~'~~~,f.:'~'!:~.~r ~~::)~',T ,'P.:' ;>;~';f'i'~!~,ft~.~~I':o~i~~:s:~,"'}:~'~J:t~:':~:
Witnesses:
THE CENTER FOUNDATION, INC.
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"FOUNDATION"
CITY OF SAFETY HARBOR,. FLORIDA
By:
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, ssioner
ATTEST:
IV/.! ~ ~
~ Robebt! . Hoskins, I~I,
City Attorney
~.44L~"; ~d'~
Deputy Ci ty ,Clerk
"SHF"
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STATE OF FLORIDA I'
COUNTY OF PINELLAS
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I hereby certify that on this day, before me, an officer
duly authorize~ in the State aforesaid and in the County aforesaid
to take acknowledgments, personally appeared Frederick E. Fisher,
Chairman, Center Foundation, to me known to be the person describet
in and who executed the foregoing instrument and he acknowledged .
before me that he. executed the same.
WITNESS 'my hand and official seal in '~4A:ik ~k.:/.!Mi
Pinellas County, Florida, this ;?~~day of Aprilnwo. . .. ,I
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Commission Expires:
NOTARY PUBLIC STAlE OF FLORIDA
MY CO~MISSI~X ['Po r.AR 31.1991
IlI!KOED H;~\J W;E;;:':. INS. elm.
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STATE OF FLORIDA
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COUNTY OF PINELLAS
I hereby certify that on this day, before me, an officer'"
duly authorized in the State aforesaid and in:..:th~:~~q.~f.!,~iy~a,~9.t.;.~!,~!.~t;;
to take acknowledgments, personally appeared ;1RTH~,i!' Leu,o..u2. . ......
-:Ji;/'lAJ J. 'Oow.ue~ .' City of Safety Harbor, to I;"e...~~own to be.~,:.~,:,
the personsdescrlbed in and who executed t.he foregoing instrument .:....il
and fhe! acknowledged be fore me that. -fheyexecut.ed the same. .. ". " .';:~,".'
WITNESS my hand. and of fi cial. seal in 51J-&~ . "L14.e'6te '.,
Pinellas County, Flor ida, this ~~ 7-f day of 'April, 1990. .. . ......: "',~.;:I;,
My commission Expires:
f Florida
Notary Public, s~ate J~ 30. 1993
My commiuiOll E:qJIIIIS
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8- 7-03; 8:31AM;PARKS and RECREATION
:7275624825
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The Long Center
Capitol Improvement Needs
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Dovle Center for Aquatics
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Painting interior metal structure
Marcite - 50 Meter
Marcite - teaching pool
Disabled Aquatic Chairs - heavy duty
EZ Stander (adapted aquatics)
Replace starting blocks and anchors ..'
ECS system - indoor pool specific (both)
Replace emergency horns ,in pool area
Springboards ($2,500 ea) .
Ozone replacement for 50 meter
Painting Filter Room & color coding
P AlSound System
Acoustical Material
Replace SO meter pump motors (2). Replace valves for 50 meter
Piping, labor, drain & fill pool
Add row of bleachers wJbacks
Replace pool windows
Family/ADA Changing facilities (new)
Pool Storage - 1st and 2nd floors (new)
Pool Weasel Portable Vacuum
Hookah
Replace chlorine tank - in kind vendor
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Diving Board Stands
McBall teaching pool cover & reel
Replacement Ozone Units Teaching Pool
Lane Lines & reels
50 meter heaters (2)
Teaching Pool heater
Water Spray Deck (new)
Lifeguard Chairs
Competitive timing system (US SwimminglSpeedo grant)
Install3x3 frre proof window in office
Replace Chlorine Feeders
Portable Aerator
Amplifier replacements for pool P.A.
Teaching pool replacement pumps
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McBalJ 50 meter pool cover and reel .
Portable Aquatic Lift
Exhibit "I"
8- 6-03;11 :09AM;PARKS and RECREATION
;7275624825
# J/ 4
Carlisle Courts & Gvmnasium
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Enlarge/add breakers for gym
Replace curtain dividers rods motors
Sand, paint lines - logos seal (current insurance claim)
Aco\lStical Material & labor
3' x ] 0' scoreboard (3) (Pepsi contract pending)
Volleyball sets (3) & caniers
Fitness Room Equipment Upgrades
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Keiser generator
Gym floor three point line (Spring)
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Personnel Lift
Install3x3 Fire Proof Window in office
Re-Jamp Gym lighting
BoUdine:
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Lobby/fitness carpeting
Replace Storefront doors & hardware
Replace solid doors & hardware
Seal Exterior of Building - split face & flashing (LC)
Install Digital Security System w/cameras
Upgrade fire alarm system
Replace floors in locker room (3,400 feet)
Upgrade courtyard baths/partitions
Upgrade computer technology
Upgrade membership software
Laser printers
Lobby furniture
ADA Signage
Public Address system (new)
Replace Water Fountains
Replace Exit lights to LED
Acoustics for Bright House Network space
Facility/motor surge protection (FL Power ERICO TVSS)
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Replace lights with energy savers
Facility Carpeting - Adm & agencies
Keyless Entry for exterior doors
Replace Facility Hot Water Heater
Upgrade vanity/mirror in locker rooms
Replace copier
Create Concession Area (new)
8- 6-03; 11 :09AM;PARKS and RECREATION
;7275624825
# 4/ 4
II
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Grounds
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Replace entry sign/marquee
Replace Carry-all wlKawasaki Mule
Replace John Deere tractor
Crown & drainage of Vogel Fields
Curbing for islands $6.00 per linear foot
Playground table tops - recycled plastic
Replace railroad ties throughout site
West parking improvements
Southeast parking improvements
Asphalt & line parking lot (5-7)
Replace sidewalk to pool to UP ARC
Replace and seal pavers in courtyard' and sidewalk
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Alligator Creek Signage
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Remove Sunshine Playground
Replace Playground
Replace 20 ton HV AC system
Replace 17 ton HV AC system
Replace 14 ton HV AC system
Replace 7 ton HV AC system
Replace 5 ton HV AC system
Replace 4 ton HV AC system
Outside track (new)
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BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that PINELLAS COMMUNITY CENTER,
INC., A/K1A THE LONG CENTER, a Florida non-profit corporation whose address is 1501 North
Belcher Road, Suite 225, Clearwater, Florida 33765, ("Seller"), for an in consideration of the
sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable considerations, to
me paid by the CITY OF CLEARWATER, FLORIDA, a municipal corporation, whose mailing
address is P.O. Box 4748, Clearwater, Florida 33758-4748 ("Buyer"), the receipt whereof is
hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these
presents does hereby grant, bargain, sell, transfer and deliver unto the Buyer, his executors,
administrators and assigns, the following goods and chattels:
SEE ATTACHED EXHIBIT "A"
TO HAVE AND TO HOLD the same unto said Buyer, his executors, administrators and
assigns forever,
AND Seller does, for himself and his executors and administrators, covenant to and with
said Buyer, his executors, administrators and assigns, that he is the lawful owner of said goods
and chattels; that they are free from all encumbrances; that he has good right to sell the same
aforesaid, and that he will warrant and defend the sale of said property, goods and chattels
hereby made, unto the said Buyer, his executors, administrators and assigns against the lawful
claims and demands of all persons whomsoever.
~N WITNESS WHEREOF, Seller hereunto sets his hand and seal this JS;; ~ay of
(,l-S.3f- , 20~
Signed, sealed and delivered
in the presence of:
~ a. So.
STATE OF FLp,RIDJ})
COUNTY OF~
IJ/-
instrument was a~r"\Owled,ged b,fore mE{ ~his IS <:iay of
, 2cO~ by ~Q '~...cJ.rf\P--'(I ~r-er- ~,,\\""Il''',I,,1.
~ ~''li;....~ E. Gall 111~
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f "1 ~ .. ~ ..~.v.\SSlON '.. ~
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NOTARY SIGNATURE g ....>.. ')~ ; ~"1h'. ~
= :~ ((>~ =
=*: .... :*=
= . . :
~ ~~. 1100194867 i ifE
Print or type stamp commission nam~~...~~..W
of Notary Public ~~4":i'.".'':;'d<-#
~' '111;tfl./C, ST~\"" 1+.,,~
Personally known to me D OR Prqduced IQ.entification . """"""\\\\~
Type of Identification Produced ~ J:2 L Wl 0.- (~D ~ lf~ -;:Jo ~ - 0
~~ forer~
#298902 v1 - BillofSale
Exhibit "A"
Any and all personal property in or on the property located at 1501 North Belcher
Road, Clearwater, FL 33765.