HomeMy WebLinkAbout2019-120Facility Lease Agreement
Lessor: Indian River County, Florida
A political subdivision of the State of Florida
1801 27th Street
Vero Beach, FL 32960
(Hereinafter "County")
Lessee: Vero Beach Foundation Gators Football and Cheer Corporation
A Florida non-profit Corporation
8526 105th Ave
Vero Beach, FL 32967
(Hereinafter "League")
Witnesseth That:
WHEREAS, the County is the owner of a 39 acre parcel of land commonly known as the
Victor Hart Sr. Community Enhancement Complex ( VHSCEC ), located at 4715 43rd Avenue,
Vero Beach, Florida; and
WHEREAS, Victor Hart Sr. Community Enhancement Complex consists of two baseball
fields (the Jackie Robinson Field and the Ralph Jay Lundy Senior Field), a football field (Wilson -
Chisholm), a basketball court, a children's park with play equipment, restroom facilities, tennis
wall and courts, covered pavilions and a fitness trail, fencing, parking, concession activities stand,
press boxes and announcers booths; and
WHEREAS, the League is a 501(c)(3) non-profit corporation organized under the laws of
Florida. The League is formed to develop, promote and foster sports talent for individuals by
organizing local youth football and cheerleading; and
WHEREAS, the League has a present need to use Wilson -Chisholm Field and the
restrooms (together hereinafter the "Premises") for their home game field to facilitate their football
program; and
WHEREAS, the County believes that leasing the Premises to the League for one (1) year
would be in the public interest by providing a useful amenity for the recreational enjoyment of
football enthusiasts in the Gifford Community as well as in Indian River County; and
WHEREAS, the County and the League understand that the initial obligations set forth in
this agreement reflect the current nature of the League's limited financial capabilities, and that
both parties intend that these obligations and responsibilities will be reevaluated over time; and
NOW, THEREFORE, for in consideration of the Premises and other good and valuable
consideration, the receipt whereof is hereby acknowledged, the parties agree as follows:
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Section 1 — Adoption of "Whereas" Clauses.
1.01 Incorporation of Recitals: The above recitals are true and correct and are incorporated
herein.
Section 2 — The Lease Agreement
2.01 Duration: The County shall lease the Premises to the League for the term of one (1) year
at the rate of one dollar ($1.00) a year. The lease agreement (hereinafter "Agreement") shall be
automatically extended for one year under terms similar to this Agreement, unless one party
notifies the other party in writing of its intent to not renew at least sixty (60) days prior to the
expiration of the first year period. If the County and the League agree to extend the Agreement,
the League's obligations will be reevaluated by the County and the League. Substantial changes
to the Agreement may be made only with the written approval of the County and the League. The
effective date of this Agreement is August 13, 2019.
2.02 Contact Persons: The initial contact person for the League shall be the League's President,
Calvin Moment, whose address is 8526 105th Ave, Vero Beach, Florida, 32967 and whose phone
number is (772) 388-6015 (hereinafter "League's Representative"). The contact person for the
County shall be Mike Redstone, the Manager of Recreation whose address is the Recreation
Department Office, 1590 9th Street SW, Vero Beach, Florida 32962, and whose number is (772)
226-1727 (hereinafter "Manager"). Parties shall direct all matters arising in connection with the
performance of this Agreement to the attention of the League's Representative and the Manager
for attempted resolution. The League's Representative and the Manager shall be responsible for
overall coordination and oversight relating to the performance of this Agreement. The League and
the County will update the information in this subsection on or before the annual anniversary date
of this Agreement.
Section 3 — The Premises
3.01 The Premises: The premises is located in an area commonly known as the Wilson/Chisholm
Football Fields located within the Victor Hart Sr. Community Enhancement Complex. The
Agreement does not include any other areas of VHSCEC with the exception of a limited use of
Lundy Field as set forth in Section 5.
3.02 League's Use of The Premises: The Premises shall be used by the League for the purpose
of developing, promoting and fostering sports talent by organizing local and statewide youth,
football competitions as well as cheerleading competitions. This includes meetings of the League's
Board of Directors, player registration, concession stand activities, football games and practices.
Concession stand activities as used herein shall only include the sale of regularly distributed non-
alcoholic beverages and snacks. Any license for operation of concessions shall be the
responsibility of the League. The League may also conduct fundraising activities on the Premises
subject to notifying the Manager thirty (30) calendar days in advance of the activity. The League
shall obtain any and all necessary licenses, approvals or permits required for any use of the
Premises. No other use is authorized without the written approval of the Manager.
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3.03 Required Documentation to Use the Premises: The League shall provide the Manager with
the following information within five (5) days of signing this Agreement, and no later than May
15th of each following year, unless otherwise provided in this Agreement:
a) Names and contact information for the League Board of Directors as well as the name and
contact information for the League's Representative pursuant to Section 2.02;
b) Confirmation of continued active status as a nonprofit organization in the State of Florida;
c) Proof of insurance identified in Section 12 of this Agreement;
d) A sworn notarized statement regarding background screening of coaches and assistant
coaches per subsection 6.04 of this Agreement; and
e) A schedule of League events including fundraising activities, practices and games for
purposes of scheduling maintenance of the fields by July 1st of each year. Changes to the
schedule shall be submitted to the Manager at least 72 hours in advance.
Section 4 — The Wilson -Chisholm Field
4.01 Exclusive Use of the Wilson -Chisholm Field: The County grants unto the League the
exclusive right to use the Wilson -Chisholm Field during May - November basis for purposes of
conducting League practices and games. The League shall deliver to the County a list of its
scheduled games in accordance with subsection 3.03. Subject to availability and without causing
undue interference with regular activities and events previously scheduled by the League, the
County reserves the right to utilize the Wilson -Chisholm Field for games or special events at no
charge to the County. The County agrees to provide a two (2) week notice to the League of the
time and date it intends on using the Wilson -Chisholm Field.
4.02 League's Control of the Wilson -Chisholm Field: The League will have control over the
Wilson -Chisholm Field during the season to conduct games, practices and events. Control does
not include denying the County access to the Wilson -Chisholm Field for inspection or otherwise.
Both the League and the County will have keys to unlock the gates and access the Wilson -
Chisholm Field
Section 5 — The Lundy Field
5.01 Non -Exclusive Use and Control of the Lundy Field: The County grants unto the League
the non-exclusive right to use the Lundy Field from May 1st — November 1st of any given year
(hereinafter "Primary Season") subject to County approval upon request by the League.. The
League shall deliver to the County a list of its proposed practices in accordance with subsection
3.03. At any time the Lundy Field is not being used by the League, it may be used by another
sports group for a compatible use (football, baseball, etc.). Both the League and the County will
have keys to unlock the gates and access the Lundy Field.
Section 6 — The League's Initial Obligations and Responsibilities
6.01 General Obligations: The League agrees to:
a) Not charge admission to any game under this Agreement;
b) Not sell, give, permit or otherwise distribute any alcoholic beverages or tobacco products
on the Premises or at VHEC;
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c) Use the Premises solely for the purpose of providing youth football and cheerleading
activities;
d) Leave the Premises free of litter, personal items, materials and equipment at the end of
each day;
e) Provide in-kind services as delineated in sub -section 6.02;
f) Maintain and replace, at the League's expense and without obligation or liability to the
County, all items or equipment belonging to the League that are on the Premises.
g) Take great care to ensure that Wilson -Chisholm Field is kept in its current condition by
rotating practices and drill areas and following field use best management practices and
guidance from the County.
6.02 In -Kind Services: In lieu of payment of the annual maintenance costs to the County. the
League agrees to initially provide at a minimum the following in-kind services:
a) Maintain the designated containers for trash;
b) Place daily litter and trash located on the Premises, including the field, the bleachers, the
parking area(s), the restrooms, the concession activity stands and the common areas into
the designated containers so that the trash and litter can be properly disposed of;
c) Clean and sanitize restrooms, including but not limited to, keeping the restrooms stocked
with toilet paper, soap, and hand towels that the County will provide to the League;
d) Provide the paper product supplies for the restrooms on the Premises;
e) Painting of the field line as needed and color is approved by the County's Parks and
Conservation Resources Director and consistent with color scheme of other facilities
owned by the County; and
f) Maintain scoreboard system including, but not limited to, the wireless control. League shall
be responsible for replacement of scoreboard controller if lost, stolen, damaged or
misplaced.
6.03 Licenses, Permits and Fees: The League shall be responsible for obtaining any license or
permits required for the operation of the concession or for placing signs at the Premises. The
League shall also be responsible for any and all fees related to the operation of their programs at
the Premises.
6.04 Background Screening: The League is required to run a background screen on its coaches
and assistant coaches, consistent with the requirements set forth in Section 943.0438, Florida
Statutes, for sexual offenders and sexual predators. If the League wishes to add to the list of
coaches or assistant coaches, it must first conduct a background screening and submit the
name(s) to the Manager within 5 days of the approval of the background screening.
6.05 Thor Guard Lightening Operational System: The County maintains a Thor Guard
Lightening Operating System for VHSCEC. The League is responsible for abiding by the rules in
the event the alarm is activated and emergency shelter becomes necessary.
6.06 Non-discrimination. The League shall operate the Premises in a non-discriminatory manner
complying with all local, state and federal laws, rules or regulations.
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6.07 Improvements: The League shall not make or allow to be made any alterations, additions
or improvements (hereinafter "Improvements") without obtaining the prior written approval of the
County, which consent shall not be unreasonably withheld, delayed or conditioned. The League
shall deliver to the County a copy of the construction plans and specifications for all
Improvements, if applicable, which the League proposes to make in or to the Premises. The League
agrees that all approved work shall be done in a good and workmanlike manner. The League shall
obtain, at the League's expense, all necessary permits and approvals from governmental authorities
for the commencement and completion of any such Improvements and shall finish furnish evidence
of such approval to the County prior to the commencement of construction or installation of any
such Improvements. All Improvements shall be constructed in accordance with all applicable
building codes, laws, and regulations. All of League's Improvements shall be deemed to be a part
of the Premises, and the League shall be obligated to maintain and repair the same. All
Improvements in or to the Premises shall, when made, become the property of the County and
shall be surrendered to the County upon termination of this Agreement,
Section 7 — The County's Obligations and Responsibilities
7.01 The County's Obligations: Based on available staff and budget limitations, the County
agrees to:
a) Maintain Wilson -Chisholm Field with turf maintenance services;
b) Do initial lining for the first game set forth in the League's schedule;
c) Provide field lighting for the Premises including all costs associated with maintenance of
the equipment and bulb replacement;
d) Pay for utilities including water, sewer, electric;
e) Maintenance and operation of the Thor Guard Lightening Operating System.
Section 8 — Emergency County Use
8.01 Emergency County Use: In an emergency declared by the appropriate authorities under
Chapter 252, Florida Statutes, the County reserves the right to use the Premises as a part of its
emergency response and recovery operation as long as reasonably necessary in the County's
opinion. In such an event, the County shall restore the Premises at the County's expense to the
same condition as it was prior to the County's use. For said restoration, time will be of the essence.
Section 9 — Rights to Assign
9.01 Assignment: Neither the County nor the League shall have the right to assign any or all of
its rights and interests under this Agreement to any successor in business or parent company
without prior written consent of both parties.
Section 10 — Indemnification
10.01 Hold Harmless: The League shall defend, indemnify and hold the County harmless from
any and all claims for damages arising out of this Agreement, except for those claims arising out
of the County's own negligence. This includes, without limitation, attorneys' fees, on account of
injury of damage to persons, firms or corporations or to property directly or indirectly arising out
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of or relating to this agreement, the performance or breach thereof, or the use or occupancy of the
Premises, the parking lot area or other areas of the Premises by the League. In the event the League
shall fail to defend any such action on behalf of the County to the satisfaction of the County, the
County may, but shall not be obligated to, defend the same by counsel of its choice, the cost of
which defense to be borne exclusively by the League. Nothing in this agreement shall be construed
to affect in any way the County's rights, privileges, and immunities, including sovereign immunity
as provided by Florida law.
Section 11— Liability
11.01 Liability for Damage or Injury: The County shall not be responsible for any loss,
damage or injury which may be sustained by any party or persons at the Premises other than the
damage or injury caused solely by the negligence of the County.
11.02 The League is an Independent Operator: The League is, and shall be at all times, an
independent operator that is responsible to all parties for all of its acts or omissions.
11.03 AYCAA Charter Rules: The League shall operate consistent with Charter Rules
except as otherwise provided in this Agreement.
Section 12 — Insurance
12.01 Insurance: The League shall procure and maintain throughout the term of this Agreement
comprehensive general liability insurance providing for a minimum of $300,000.00 per
occurrence. If the League participates in Away Games, it shall also procure and maintain
throughout the term of this Agreement automobile insurance providing for a minimum $300,000
combined single limit. The insurance policies shall be written and with a company that is
acceptable to the County's Risk Management Division (must have at least an A- VII rating with
A.M. Best). The name of the insured on both policies must be the League and the County must be
named as an additional insured. Within five (5) days of the execution of this Agreement, the
League shall provide the County with both certificates of insurance showing the additionally
insured and specifying the deductible of the referenced policies. Updated certificates of insurance
must be delivered to the County no later than July 1 of each following year. The certificates shall
provide for thirty (30) days prior written notice from the insurer to County of any cancellation or
amendment to the said insurance policies. In the event the League fails to deliver the referenced
certificates to the County in the above stated manner, the County may immediately cancel this
Agreement or, but shall not be obligated to, procure the required policies.
Section 13 — Termination and Breach of the Agreement
13.01 Termination: The County shall have the right to terminate this Agreement without cause
and thereby end any and all obligations created by this Agreement subject to sixty (60) day notice.
13.02 Breach of the Agreement: It is a breach of this Agreement if the League fails to maintain
the required insurance pursuant to Section 12, and the County may automatically terminate this
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Agreement. With the exception of Section 12, if the League defaults in performing any of its
obligations or breaches any of the material terms of this Agreement, the County will serve written
notice on the League and give it thirty (30) calendar days to cure the default or breach. If the
League does not cure the default or breach within the thirty (30) day time period, the County may
immediately terminate this Agreement and repossess the Premises.
13.03 Mediation: In the event of a dispute between the parties in connection with this
Agreement, the parties agree to submit the disputed issue or issues to a mediator for non-binding
mediation prior to filing a lawsuit. The parties shall agree on a mediator chosen from a list of
certified mediators available from the Clerk of Court for Indian River County. The fee of the
mediator shall be shared equally by the parties. To the extent allowed by law, the mediation process
shall be confidential and the results of the mediation or any testimony or argument introduced at
the mediation shall be admissible as evidence in any subsequent proceeding concerning the
disputed issue.
Section 14 — Notice
14.01 Notice: Wherever in this Agreement it shall be required or permitted that notice or demand
be given or served by either party to or on the other, such notice or demand shall not be deemed to
have been duly given or served unless in writing and either personally delivered or forwarded by
registered or certified mail, postage prepaid, to the respective addresses hereinafter set forth.
To County:
Mike Redstone
Manager of Recreation
1590 9th St S.W.
Vero Beach, Florida 32962
With Copy To:
Indian River County Attorney
1801 27th Street
Vero Beach, Florida 32960
To League:
Calvin Moment
President
Vero Beach Foundation Gators Football and Cheer Corporation
8526 105th Ave
Vero Beach, FL 32967
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Section 15 — Governing Law
15.01 Rules and Regulations: The League will observe, obey and comply with all rules and
regulations of both its AYCAA charter and those adopted by the County and all laws, ordinances
and regulations of other governmental units and agencies having lawful jurisdiction.
15.02 Venue: Venue for any lawsuit shall be in Indian River County, or in the event of a federal
jurisdiction, in the United States District Court for the Southern District of Florida.
In Witness Whereof, the parties hereto have caused this Agreement to be executed by their
appropriate officials, as of this 13th day of August , 2019.
VERO BEACH FOUNDATION GATORS
FOOTBALL AND CHEER CORP.
BY:
Authorized Representative
Print Name: al ) t `cVJ%2 vt±
Date: P7 / 1 5
Approved as to form and legal sufficiency:
BY:
Dylan Reingold
County Attorney
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BOARD OF COUNTY COMMISSIONER
INDIAN RIVER CO , • '+ DA; / ••''• • s• %
BY: �� vt/� `I' : ,
olari, Chairman °ty: _' 6.
n Adams, Vice Chairm 1.;.. . 'o��
�'fR COUP,.
2019
Date Approved: Au:u
BY:
Jas
Brown, County Administrator
ATTEST: Jeffrey R. Smith
Clerk o e Court an Cotpptroller
BY:
Deputy Clerk