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Contract 2025-027ALEASE AGREEMENT Between CITY OF CLERMONT and CLERMONT MULTIHULL ASSOCIATION, INC. a non-profit corporation This LEASE AGREEMENT (this "Agreement") is entered into on this,2025 and shall be effective on the date of March 1, 2025 described herein (the "Effective Date"), by and between the Clermont Multihull Association, Inc., a Florida not for profit corporation ("Manager"), and the City of Clermont ("City") a political subdivision of the State of Florida. RECITALS WHEREAS, the City owns the "Property" located at 1146 Lake Minneola Drive, Clermont, FL 34711 in South Lake County, consisting of approximately .416 acres and otherwise designated as parcels 1622654 and 1622662 in Exhibit B. WHEREAS, the City desires to lease the "Property" to "Manager" to use for national, regional, and local sailing events, team training, youth and adult sailing education programs and to bring in clubs to the City. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1) RECITALS. The above Recitals are true and correct and form a part of this Agreement. 2) TERM. The term of this Agreement ("Term") shall commence on the Effective Date and continue for one (1) year. Thereafter this Agreement may be extended for one (1) additional year as may be mutually agreed to by the Parties in writing. 3) FEE. In consideration of the rights granted therein and in addition to all other duties and all other obligations contained herein of Manager, Manager shall pay to City the sum of TWO HUNDRED FIFTY DOLLARS ($250) per month on the first day of each month through the Initial Term of this Agreement. 4) PROPERTY. a) Changes to the Property. Manager shall not make any modifications, changes or alterations to the Property without City's prior written consent after providing to City any and all applicable plans or any other documentation reasonably required by City. b) Ownership of the Property. Manager acknowledges that the City is the owner of the Property. Any additions of permanent fixtures to the Property by Manager shall require City's prior written consent and shall remain on the property of City upon termination of this Agreement. 5) RIGHT AND DUTIES OF MANAGER. a) Management of the Property. Manager agrees to be responsible for managing, directing, operating and coordinating the daily activities on the Property, as described below, to include, organizing, scheduling and advertising, national, regional and local sailing regattas and events. Any named events solely established by, exclusively owned by, or bearing the name of Manager at the termination of this Agreement shall be and remain that of Manager, as applicable; this right of ownership shall survive termination of this Agreement. Manager shall not use the name, image or likeness of the City of Clermont or "Choice of Champions" without the express prior written approval of City. Notwithstanding anything herein to the contrary, the parties recognize the benefit of co -branding and the use of the name "Choice of Champions" (or other similar reference to "Champions" or "Choice"), if permitted by the City at the time of organization of the event, shall not otherwise convert or transfer the ownership of the event from Manager to the City if the other conditions set forth in this paragraph are met. Additionally, the right to use the name "Choice of Champions" or other similar reference to Champions" or "Choice "granted by City, at any time and for any event, shall be revocable at any time by City and shall not otherwise convert or transfer any ownership rights, license or interest in the name to Manager. Furthermore, Manager shall not have the right to assign or authorize any other person, company or entity to use the name, without the express prior written approval of the City. b) Use of Property. During the Term of this Agreement, Manager shall have the exclusive right to possession and management of the Property. It is expressly understood that the Manager does not have exclusive use of any docks or mooring facilities located adjacent to or near the Property. Any such docks or mooring facilities shall be open to the public as may be determined by the City Manager, or his or her designee, in collaboration with Manager to ensure continuity of scheduling of events and activities and the safety of the individuals and clubs who utilize the surrounding areas. For the purposes of Manager's members, visiting teams, and storage of equipment, the Property shall be subject to Manager's exclusive control, provided however, City shall have at all times during the Term(s) of this agreement the right of entry upon the Property for inspection and examination and for the purpose of making any alterations or repairs to the Property that the City may deem necessary. Manager agrees to maintain the Property unless otherwise agreed to in writing by the parties. Manager shall not sublet the Property or otherwise assign any right hereunder without express written consent of the City. c) Use of Other Facilities. Manager acknowledges that this Agreement does not include access to any other facilities owned or controlled by the City. If Manager desires to use other facilities, Manager shall make separate arrangements, subject to availability, with the City regarding use of any of its facilities or services and the costs thereof. d) Personnel. Manager shall provide sufficient personnel to perform the duties assigned to Manager in this Agreement. All such personnel shall be employed by, contracted with, and otherwise paid by Manager. Manager shall ensure all staff members have training and educational backgrounds proper to their duties and that all staff members meet security and criminal and background clearance requirements. This shall be construed to include sufficient safety training to ensure that the Property is maintained and operated with acceptable safety to the public. City reserves the right at any time, but not the obligation, to direct the type and level of security and criminal background screening to be completed by Manager, with the understanding that background checks must meet minimum state and federal law requirements, as well as reasonable safety requireements. Manager shall not be an agent of the City or the County and shall have no authority to bind personnel to employment relationships with any of the aforementioned entities. e) Receipts and Operating Costs. Manager shall be entitled to receive all cash receipts, charge and debit sales, and other revenues received in connection with their own activities, events, concessions and sponsorships. For clarity, Manager has all rights to income generated through regattas, events, lessons, sponsorships, marketing agreements, vendors, concessions, hotel rebates from participants and spectators, financial assistance, and merchandise sales. Manager shall pay for their operating costs, including, but not limited to supplies, employment benefits, payroll taxes. Manager shall also be responsible for any taxes on operations. Manager shall be entitled to retain all net operating revenues and shall be responsible for all net operating losses of their activities. f) Activity Reports. Manager shall provide to the City, a complete breakdown of activity. This shall be provided to the Parks and Recreation Director on the following dates; April 15, July 15, October 15 and January 15. Reports must include current names, addresses and city resident status of all members and program participants. g) Contractual Authority. Manager shall have authority to enter into contracts with groups, individuals, organizations, and schools for events; however, Manager shall not have authority to bind the City to any such contracts. No such contracts shall extend beyond the Term of this Agreement without the City's prior written approval. h) Maintenance. Manager agrees to maintain the Property, including all grounds and all fencing and structures on Property installed by Manager. 6) INSURANCE. a) City as Insured. The Manager further covenants and agrees to provide and maintain, at all times during the term of this Agreement policies of insurance insuring the Manager and the City against any and all claims, demands, actions and causes of action whatsoever for injuries received and damage to property in connection with the use, occupation, management and control of the Property and the improvements thereon by Manager. Such policies of insurance shall insure the City and Manager in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) to cover claims of any one person from any single or specific cause and in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) to cover, in connection with any one particular accident or occurrence, the total aggregate of claims that may arise or to be claimed to have arisen against the City or the Manager, as aforesaid. The City shall be listed on said policies as additional insured. Nothing herein shall be construed as a waiver, either in whole or in part of the City's sovereign immunity as provided by Section 768.28, Florida Statutes, or its successor. b) Copies to be Provided. Copies of the aforementioned policies of insurance and original certificates of the issuance thereof, shall be delivered to the City as evidence of the compliance by the Manager with the terms and provisions contained herein. Each of the said insurance policies shall be issued by a company or companies authorized to do business in the State of Florida and have an A.M. Best Company Rating of "A" or better and a Financial Size Category of Nil" or better, or as otherwise approved by City. Should the Manager fail to maintain such insurance in force, the City may, but shall not be obligated to, procure the same and advance funds for the payment of the cost thereof for and on behalf of the Manager and all such payments shall be immediately due and payable to City, upon written demand therefore. c) Loss of Insurance. If during the period which an insurance company is providing the coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with any applicable Florida Law, or 3) fail to maintain the Best Rating and Financial Size Category, the Manager shall, as soon as the Manager has knowledge of any such circumstance, immediately notify the City and immediately replace the insurance coverage provided by the insurance company with a different insurance meeting the requirements of this Agreement. Until such time as the City has replaced the unacceptable insurer with an insurer acceptable to City, the Manager shall be deemed in default of this Agreement. 7) BREACH. In the event of a breach of (i.e., failure of a party to comply with) any obligation or covenant under this Agreement, the non -breaching party may give the breaching party written notice of the specifics of the breach, and the breaching party shall have thirty (30) days (the "Cure Period") in which to cure the breach if such breach is capable of cure. If it is commercially impractical to cure the alleged breach within the Cure Period, the breaching party shall have such commercially reasonable time as may be necessary to cure the breach. If the breach is not cured within said Cure Period, the non -breaching party shall be entitled to pursue any remedies it may have by reason of the breach. A waiver of any breach of this Agreement shall not constitute a waiver of any future breaches of this Agreement, whether of a similar or dissimilar nature. 8) TERMINATION OF AGREEMENT This Agreement may be terminated prior to the expiration of the Term only as follows, and any such termination shall not affect any rights or obligations arising prior to the effective date of termination: a) Breach. In the event of a material breach of this Agreement which is not cured within the Cure Period set forth in Section 8 above (a "Breach") or in the event of a breach as to which no Cure Period is provided by this Agreement, the non -breaching party may terminate this Agreement upon no less than sixty (60) days' written notice. This remedy shall be in addition to any other remedy available at law or in equity. Failure to terminate this Agreement shall not waive any breach of this Agreement. b) Convenience. Either party may, upon ninety (90) days written notice to the other party, terminate this Agreement for any reason whatsoever and without consequence or obligation of any kind. c) Casualty. Manager shall restore any damages to the Property to the extent that insurance proceeds are sufficient for restoration. In the event that the Property is destroyed or is so damaged such that it is reasonably anticipated that insurance proceeds will be insufficient for Manager to resume full operation, then either The City or the Manager may terminate this Agreement upon no less than sixty (60) days' notice and such insurance proceeds shall be paid to the Manager proportionately to the extent of the respective losses d) Insolvency. Either party may terminate this Agreement upon sixty (60) days' notice in the event the other party becomes insolvent or fails to pay, or admits in writing its inability to pay, its debts as they mature; or a trustee, receiver or other custodian is appointed for the other party for all or a substantial part of the other party's property and is not discharged within sixty (60) days; or any bankruptcy reorganization, debt, arrangement, or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the other party and if instituted against the other party is consented to or acquiesced in by that party or remains for sixty (60) days; or any warrant or attachment is issued against any substantial portion of the property of the other party which is not released within sixty (60) days of service. 9) EFFECTS OF TERMINATION. In the event of the termination or expiration of this Agreement for any reason, Manager shall immediately relinquish the Property to the City. The termination of this Agreement for any reason, other than Breach by Manager, shall be without prejudice to any payments or obligations which may have accrued or become due hereunder prior to the date of termination or which may become due after such termination. 10) INDEMNIFICATION AND HOLD HARMLESS. The provisions of this Section 10 shall survive the termination or expiration of this Agreement. a) Indemnification. Each party (an "Indemnitor") agrees to indemnify and hold harmless the other party, its shareholders, directors, officers, members, and employees ("an Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses related to the defense of any claims), which may be asserted against an Indemnified Party or for which they may now or hereafter become subject arising in connection with the activity of the Indemnitor ("Claim"), including but not limited to: (i) alleged or actual failure by the Indemnitor to perform any of its duties hereunder, including by negligence or willful or wanton misconduct, and; (ii) any violation of any requirements applicable to the Indemnitor under any federal, state or local environmental/hazardous waste or similar law or regulation; except only to the extent that such Claims may have been caused, in part, by the negligence or willful misconduct of the Indemnified Party seeking indemnification pursuant to this Agreement. No party shall recover any amount in excess of actual damages incurred. Notwithstanding the foregoing, nothing herein shall be construed, interpreted or act as a waiver of any sovereign immunity that City may enjoy as a matter of law. b) Notice of Claim. In the event that any claim is made which may result in the right of indemnity hereunder, the Indemnifying Party against whom the claim is made shall promptly give notice to the Indemnitor and give the Indemnitor the opportunity to defend the claim with counsel reasonably satisfactory to the Indemnified Party, and the Indemnitor shall pay all costs of such defense (including reasonable attorney fees), whether or not the claim is successful). Each Indemnitor agrees that no settlement of any Claim involving its Indemnified Party will be made without the consent of such Indemnified party. Likewise, each Indemnified Party agrees that it will not settle any Claim without the consent of its Indemnitor. The Indemnitor will furnish to the Indemnified Party copies of all pleadings in any action hereunder, permit the Indemnified Party to be an observer therein, and apprise the Indemnified Party of all developments therein, all at the Indemnitor's expense. c) Non -Payment of Claims. In the event an Indemnitor fails to pay, timely and fully, any amounts due relative to any Claims, its Indemnified Party may pay such Claim to a third party. In such event, such Indemnified Party may recover from its Indemnitor in addition to the amount so paid, interest on the amount claimed at the lesser of 12% per annum or such maximum amount of interest as is permitted by law and also recover the costs of such Indemnified Party's reasonable attorneys' fees in connection with the enforcement of this Agreement. 11) NOTICES. All notices permitted or required by this Agreement shall be deemed given when in writing and delivered personally or deposited in the United States Mail, postage prepaid, return receipt requested, or by overnight courier with confirmation of delivery, addressed to the other party at the address set forth below or by email if an email address is listed below or such other address as the party may designate in writing by similar notice: To Manager: CLERMONT MULTIHULL ASSOCIATION, Inc. Attn: Adam Atherton 13005 Summerlake Way Clermont, FL 34711 To the City: City of Clermont Attn: City Manager 685 West Montrose Street Clermont, Florida 34711 With a copy to: Christian W. Waugh, cwaugh@waugh.legal 12) ASSIGNMENT. Neither party shall assign this Agreement, including by any merger or consolidation with another legal entity, except with the prior written consent of the other party. Any approved assignment of this Agreement shall be binding upon and shall inure to the benefit of the parties' successors and assigns. 13) NO AGENCY OR PARTNERSHIP. Manager is an independent contractor under this Agreement. The City, the County, and Manager are not partners, joint ventures, or principal or agent of the other. 14) COMPLIANCE WITH LAW. Manager shall perform the services described in this Agreement in accordance with applicable statutes, rules and regulations required by Federal and Florida law, as may be from time to time be in effect or applicable to Manager. 15) MISCELLANEOUS. a) Headings. Section headings are, for convenience of reference only and shall not be used to construe the meaning of any provision of this Agreement. b) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one agreement. c) Severance. Should any part of this Agreement be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining portions. d) Authority. Each individual signing this Agreement warrants that such execution has been duly authorized by the party for which he or she is signing, and this Agreement constitutes the valid and enforceable obligation of each party in accordance with its terms. e) Law. This Agreement shall be construed in accordance with the laws of the State of Florida and venue for any action based on this Agreement shall be in Lake County, Florida. f) Public Records. Manager expressly understands records associated with this project may be public records and agrees to comply with Florida's Public Records law, to include, to: i) Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the services contemplated herein. ii) Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. iii) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. iv) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Manager upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from Public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. 16) IF MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7330. a) Amendment. This Agreement may not be modified except in writing executed by the party to be charged. b) Entire Agreement. This Agreement and the Program constitute the entire agreement of the parties hereto and supersedes all prior agreements and representations with respect to the subject matter hereof. A Sponsorship Agreement between Manager and City, dated the same date as this Agreement, deals with other matters. 17) Statement Required by §787.06, Fla. Stat. The person signing on behalf of Manager swears and affirms under penalty of perjury that Manager does not use coercion for labor or services as defined in §787.06, Fla. Stat. IN WITNESS WHEREOF, this Agreement is executed and shall be binding on the parties only after all parties have signed below and shall be effective as of the Effective Date. THE CITY OF CLERMONT Mayor, Tim Murry Date: Zo WITNESS S: CC� Print Name�� CLERMONT MULTIHULL ASSOCIATION, INC. President, Date:s— % - / "' l Print Name: e / C'