LEASE AGREEMENTLEASE AGREEMENT
THIS LEASE AGREEMENT, entered into this q '4) day of fem , 2013, between the
CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida, whose address
is c/o Parks & Recreation Director, P.O. Box 4748, Clearwater, Florida 33758-4748 as "Lessoi" or
"City", and FLORIDA SPORTS FOUNDATION, INC, a Florida not-for-profit corporation, whose
address is 2930 Kerry Forest Parkway, Suite 101, Tallahassee, Florida 32309 as "Lessee" or "FSF"
(each referred to individually herein as "Party" or collectively as the "Parties").
WHEREAS, it is the mission of the City of Clearwater to provide parks and recieation
programs, services, facilities and beautification to benefit the residents and visitors of the City of
Clearwater and the City has a long standing history of providing programming and facilities thereby
achieving this goal; and
WHEREAS, the City currently owns and operates the Long Center located at 1501 North
Belcher Road, Clearwater, Florida ("Center"), a 150,000 square foot, $15 million dollar recreational
and educational facility as its premiere facility for recreational opportunities and activities: and
WHEREAS, the Florida Sports Foundation, Inc is the official sports promotion and
development organization of the State of Florida, charged with the promotion and development of
professional, amateur, recreational sports and physical opportunities to produce a thriving Florida
sports industry and environment, and promote economic development; and
WHEREAS. FSF wishes to establish a local presence and operating office in the Midwest
portion of Honda, and to that end, the parties wish to enter into a lease agreement providing FSF with
permanent office facilities to augment it's mission by creating sporting opportunities in the Clearwater
area.
NOW THEREFORE, the parties agree as follows
1. RECITALS.
The foregoing recitals are true and correct and are incorporated in and form a part of this
agreement.
2. LEASE PROPERTY.
That the Lessor does lease to the Lessee the following premises: office space consisting of
approximately 620 square feet within the Long Center facility as described and depicted in Exhibit "A'
hereto. Lessee shall have exclusive use ot the office space. In addition, Lessee shall be permitted
use of the Long Center common facilities and services as further described herein, for purposes
defined herein. The Lessee hereby agrees that such use of common facilities and services is subject
to use preference as determined by the Lessor in its sole discretion or as otherwise defined
hereunder.
Such property shall hereinafter be referred to as the "Leased Premises"
3. LEASE TERM.
The term of this lease shall be for five (5) years; which term shall commence on the 1st day of
November, 2013, and shall continue until midnight on the 31st day of October, 2018 ("Initial Term").
This Lease shall be renewable under the same terms and conditions for two (2) successive five (5)
year periods upon written agreement and confirmation between the parties. Upon initial approval by
the City of Clearwater City Council, the Parks and Reel eation Director shall have the authority to
approve renewals. However, nothing in this Lease shall be deemed a waiver by the Lessor of its right
to cancel or not to renew this Lease as otherwise provided herein. The expression "term hereof'
refers to the initial term hereunder and to any extension in accordance with the Lease terms herein.
Notice of renewal or termination shall be provided by the acting party prior to sixty (60) days before
the end of the lease term,
4 RENT
The Lessee agrees to pay and the Lessor agrees to accept the sum of Fifteen Thousand dollars
($15,000) per year ("Base Rent") plus applicable sales tax. Said amount shall be due and payable in
advance on the first of the month, beginning on the Rent Commencement date of November 1, 2013
in equal monthly installments of One Thousand Two Hundred Fifty Dollars and xx/100 ($1250.00) per
month (plus applicable sales tax). The rent shall adjust upward by three percent (3%) upon each
renewal of the lease Rent shall include utilities, internet service and/or network lines, four (4) phone
lines and service, fax and copier access. No support staff will be provided by Lessor.
5. USE OF PREMISES.
The premises are leased to Lessee solely for the following uses and no other use can be made
of the premises during the term without the written consent of the Lessor: The premises will be used
by Lessee in continuance of its operations to engage in any and all lawful activities that may be
incidental and reasonably necessary to its corporate mission, including but not limited to promoting
and developing the sports industry, promoting amateur athletic participation for the citizens of Florida,
promoting Florida as a host for national and international amateur athletic competitions, and assisting
the State of Florida in the promotion and retention of professional sports franchises.
6. LESSOR IN KIND SERVICES.
The Lessor agrees to provide maintenance of all major capital components of the leased
premises including air conditioners, roof, painting, plumbing, and electrical, as well as all custodial
maintenance for the portion of the Center to be used by the Lessee. In addition, Lessor will provide
all utilities necessary for the operation of the Lessee's office in the operation of official business. The
Lessor shall not make any monetary contributions as a part of this agreement.
USE OF FACILITY
(a) Rules for Use. Rules and regulations applicable to and governing the use of the
Center by Lessee may be established by the Lessee, providing said rules and regulations are not in
conflict or inconsistent with the ordinances, policies or operating rules of the Lessor, the Center, or
this Agreement.
(b) General Adherence to City Ordinances. Notwithstanding any limitations implied by
the provisions above, the Lessee promises to comply with all statutes, ordinances, rules, orders,
regulations, and requirements of federal, state, county and City governments and their respective
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agencies applicable to the use and occupancy of the premises, Lessee will save Lessor harmless
from fines, penalties, costs, expenses. or damage resulting from Lessee's failure to observe and
perfoi m the undertakings contained in this section.
(c) No Unlawful Use. The Lessee promises and agrees that it will make or allow no
unlawful, improper or offensive use of the premises. Further, the Lessee understands and agrees
that this provision specifically prohibits, among other acts, the sale, consumption or use of alcoholic
beverages or controlled substances anywhere in, on or around the Center and those adjacent areas
used by the Lessee.
(d) Signage. The Lessee may have an identification sign in the Center at the main
entrance, according to the Clearwater City Code and procedures and with approval from the Lessor.
8. PAYMENT OF FEES AND TAXES.
The Lessee shall obtain all required licenses at its own expense and shall be responsible for
all personal property taxes as may be assessed against the leased premises during the lease term,
and shall promptly pay same when due.
9. SCHEDULED REPORTS OF LESSEE ACTIVITIES.
The Lessee shall furnish the City of Clearwater Parks and Recreation Department with an
annual report that includes a summary of activities managed from the Center events conducted in
Pinellas County and grants awarded to events in Pinellas County. The annual report is due within 60
days of the end of the Lessee's fiscal year_
10. CREATION, USE, AND MAINTENANCE OF FINANCIAL RECORDS.
Creation of Records: Lessee shall create and maintain financial and accounting records,
books, documents, policies, practices, procedures and any information necessary to reflect fully the
financial activities of the Lessee. Such records shall be available and accessible at all times for
inspection, review, or audit by authorized I,essor representatives Records must be made available
in accordance with applicable law.
11. ASSIGNMENT OR SUBLEASE.
This Lease may not be assigned by the Lessee. Any attempted assignment of the rights and
obligations provided for herein shall be of no force or effect and shall upon such attempted
assignment or transfer, render this Lease null and void.
12 ALTERATIONS AND IMPROVEMENTS.
Any modifications or improvements to any portion of the Center to be used by the Lessee
hereunder, must be approved in advance by the Parks and Recreation Director, to the extent that the
Parks and Recreation Director has the authority to so approve, or by the Clearwater City Council.
Any improvements shall become the property of the Lessor upon expiration or termination of this
Agreement.
13 RISK OF LOSS
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All personal property placed or moved in the premises shall be at the risk of the Lessee or
owner thereof, The Lessor shall not be responsible or liable to the Lessee for any loss or damage that
may be occasioned by or through the acts or omissions of persons occupying the premises or
adjoining premises or any part of the premises adjacent to or connected with the premises hereby
leased or any part of the building which the leased premises are a part or fur any loss or damage
resulting to the Lessee or its property from bursting, stopped up or leaking water, gas, sewer or steam
pipes unless the same is due to the negligence of the Lessor, its agents, servants or employees.
14. RIGHT OF ENTRY.
The Lessor, or any of its agents, shall have the right to enter said premises, including the area
designated for the Lessee's exclusive use hereunder during all reasonable hours, to examine the
same to make such repairs, additions or alterations as may be deemed necessary for the safety,
comfort, or preservation thereof. Right of entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations or additions, which do not conform to this Agreement. Lessor
agrees to give reasonable notice to the Lessee before entry to their office area,
15. RESTORING PREMISES TO ORIGINAL CONDITION.
Lessee represents that the premises leased are in good, sanitary and tenantable condition for
use by Lessee. Lessee's acceptance or occupancy of the leased premises shall constitute a
recognition of such condition. Lessee hereby accepts the premises in the condition they are in at the
beginning of this lease and agrees to return the premises to their original condition at the expiration of
the term, excepting only reasonable wear and tear arising from the use thereof under this agreement.
16. INSURANCE.
The Lessee shall, at its own cost and expense, acquire and maintain (and cause contractors
and subcontractors to acquire and maintain, if applicable to the terms of the Agreement) during the
term with the City, sufficient insurance to adequately protect the respective interest of the parties.
Coverage shall be obtained with a carrier having an AM Best Rating of A-VIP or better. Specifically
the Lessee must carry the following minimum types and amounts of insurance on an occurrence
basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can
be obtained on a claims-made basis with a minimum three (3) year tail following the termination or
expiration of this Agreement:
1. Commercial General Liability Insurance including but not limited to, premises operations,
products/completed operations, products liability, contractual liability, independent
contractors, personal injury and advertising injury and $1.000,000 per occurrence and
$2,000,000 general aggregate and $2,000,000 products/completed operation aggregate
2. Commercial Automobile Liability Insurance for any owned, non-owned, hired or
borrowed automobile is required in the minimum amount of $1,000,000 combined single
limit
3. Statutory Workers' Compensation Insurance in accordance with the laws of the State of
Florida, and Employer's Liability Insurance in the minimum amount of $100,000 each
employee each accident, $100,000 each employee by disease and $500,000 aggregate by
disease with benefits afforded under the laws of the State of Florida. Coverage should
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include Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act
coverage where applicable. Coverage must be applicable to employees, contractors, and
subcontractors, if any.
4. If the Lessee is using its own property or the property of City in connection with the
performance of its obligations under this Agreement, then Property Insurance on an All
Risks" basis with replacement cost coverage for property and equipment in the care,
custody and control of others is required.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
Other Insurance Provisions:
The City is to be specifically included as an "Additional insured" on the Commercial Liability
Insurance, and Commercial Auto Liability Insurance policies listed above and named as a
"Loss Payee" on Lessee's Property Insurance policy.
2. Prior to the execution of this Agreement, and then annually upon the anniversary dale(s) of
the insurance policy's renewal date(s), the Lessee will furnish the City with a Certificate of
Insurance evidencing the coverage's set forth above and naming the City as an "Additional
Insured" on the Lessee's Commercial General Liability Insurance and Commercial Auto
iability Insurance policies listed above and as a "Loss Payee" on the Lessee's Property
Insurance policy. In addition when requested in writing from the City, Lessee will provide
the City with certified copies of all applicable policies_ The address where such certificates
and certified policies shall be sent or delivered is as follows:
City of Clearwater
Attn: Administrative Support Manager
Parks and Recreation Department
P.O. Box 4748
Clearwater, FL 33758-4748
3. Lessee shall provide thirty (30) days written notice of any cancellation, non-renewal,
termination, material change or reduction in coverage.
4. Lessee's insurance as outlined above shall be primary and non-contributory coverage for
Lessee's negligence
The stipulated limits of coverage above shall not be construed as a limitation of any potential liability
to the City, and failure to request evidence of this insurance shall not be construed as a waiver of
Lessee's obligation to provide the insurance coverage specified.
17. LIABILITY AND INDEMNIFICATION.
The Lessee shall act as an independent contractor and agrees to assume all risks of occupying
the leased premises, or other use of the center as provided for hereunder, and all liability therefore,
and shall defend, indemnify, and hold harmless the Lessor, its officers, agents, and employees from
and against any and all claims of loss, liability, and damages of whatever nature, to persons and
property, including, without limiting the generality of the foregoing, death of any person and loss of the
use of any property, except claims arising from the negligence or willful misconduct of the Lessor or
Lessor's agents or employees. This includes, but is not limited to matters arising out of or claimed to
have been caused by or in any manner related to the Lessee's activities or those of any invitee,
contractor, subcontractor, or other person approved, authorized, or permitted by the Lessee in or
about the premises whether or not based on negligence. This provision shall survive termination of
this Lease,
18 NON-DISCRIMINATION.
Notwithstanding any other provisions of this agreement during the term of this agreement, the
Lessee for itself, agents and representatives, as part of the consideration for this agreement, does
covenant and agree that:
(a) Nondiscrimination: Lessee agrees that no person shall, on the grounds of race, sex,
handicap, national origin, religion, marital status or political belief, be excluded from participation in,
denied the benefit(s) of, or be otherwise discriminated against as an employee, volunteer, or client of
the provider, except that programs may designate services for specific client groups as defined by
program guidelines. Lessee agrees to maintain access to handicapped persons in accordance with
applicable law,
(b) Breach of Nondiscrimination Covenants: In the event of conclusive evidence of a
breach of any of the above non-discrimination covenants, the Lessor shall have the right to terminate
this agreement immediately upon the giving of notice, as the giving of notice is required herein.
19. SUBORDINATION.
This lease and the rights of the Lessee hereunder are hereby made subject and subordinate to
all bona fide mortgages or other instruments of security now or hereafter placed upon the said
premises by the Lessor provided, however, that such mortgages and other instruments of security will
not cover the equipment and furniture or furnishings on the premises owned by the Lessee. The
Lessee further agrees to execute any instrument of subordination, which might be required by
mortgagee of the Lessor,
20. DEFAULT; REMEDIES; TERMINATION BY LESSOR.
For Cause: Failure to adhere to any of the provisions of this Agreement by the Lessee shall
constitute cause for termination. Such termination shall be noticed in writing and the l esse..e. shall
have 30 days to remedy the default.
For Municipal Purpose: In addition to the right to terminate for cause, the Lessor may
terminate this Agreement in the event it determines that the Leased Premises is required for any
other municipal purposes by giving sixty (60) days written notice of such intended use, following
which this Agreement shall terminate in every respect, and both parties shall be relieved of any
further obligations hereunder, except that Lessee shall be responsible for full payment of all costs and
expenses resulting from the operation of the Leased Premises which remain unsatisfied, together
with any other monies due in accordance with this Agreement, pro rata to the date of termination,
In the event of termination in accordance with a municipal need as described herein, the Lessor
represents that it will make its best effort to make available to the Lessee, facilities comparable to that
currently enjoyed by the Lessee in exchange for comparable financial consideration
21 MISCELLANEOUS
(a) This contract shall bind the Lessor and its assigns or successors, and the Lessee and
assigns and successors of the Lessee, as permitted hereunder.
(b) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein
(c) T he rights of the Lessor under the foregoing shall be cumulative, and failure on the part of
the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said
rights
(d) It is understood that no representations or promises shall he binding on the parties hereto
except those representations and promises contained herein or in some future writing signed by the
parties hereto.
22 RADON GAS.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county health
department."
23, NOTICE.
Any notice required or permitted to be given by the provisions of this Agreement shall be
conclusively deemed to have been received by a party hereto on the date it is hand-delivered to such
party at the address indicated below (or at such other address as such party shall specify to the other
party in writing), or if sent by registered or certified mail (postage prepaid), when actually received or
On the fifth (5th) business day after the day on which such notice is mailed and properly addressed,
whichever is earlier,
(a) If to Lessor, addressed to Parks and Recreation Director, P.0 Box 4748, Clearwater, FL
33758.
(b) If to Lessee, addressed to FLORIDA SPORTS FOUNDATION, INC, Attn: John Webb,
President,. 2930 Kerry Forest Parkway, Suite 101, Tallahassee, Florida 32309
24. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
25. CAPTIONS.
The paragraph captions used throughout this lease are for the purpose of reference only and
are not to be considered in the construction of this lease or in the interpretation of the rights or
obligations of the parties hereto.
26. NO HAZARDOUS MATERIALS.
The Lessee herewith covenants and agrees that no hazardous materials, hazardous waste, or
other hazardous substances will be used, handled, stored or otherwise placed upon the property or,
in the alternative, that such materials, wastes or substances may be located on the property, only
upon the prior written consent of the Lessor hereunder, and only in strict accord and compliance with
any and all applicable state and federal laws and ordinances, In the event such materials are utilized,
handled, stored or otherwise placed upon the property, Lessee expressly herewith agrees to
indemnify and hold Lessor harmless from any and all costs incurred by Lessor or damages as may be
assessed against Lessor in connection with or otherwise relating to said hazardous materials, wastes
or substances at anytime, without regard to the term of this lease, This provision shall survive the
termination of this 1 ease
27 ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then the
parties agree that each party shall bear its own attorney fees and costs,
28. GOVERNING LAW.
The laws of the State of Honda shall govern this Contract; any action brought by either party
shall lie in Pinellas County, Florida,
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
AS TO LESSEE:
AS TO LESSOR:
Countersigned:
/. 460 NC/ LI% OM
George N. Cretekos, Mayor
FLORIDA SPOTS FOUNDATION, INC.
By:
o n Webb, Presiden
CITY OF CLEARWATER, FLORIDA
By.
WIA444e,
William B. Horne H, City Manager
Approved as to form: Attest:
Laura Lipowski Mahony
Assistant City Attorney
)ebduica) (-
Rosemarie Call, City Clerk
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Exhibit "A"
Recreation Programming
Administration
UPARC