HomeMy WebLinkAboutItem 14 Approval of Ground Lease of City Owned Property Located at Sorenson Park with TNXL Baseball Academy OCO(P
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AGENDA ITEM COVER SHEET
Meeting Date: July 18, 2019
Item # /4i
Reviewed By:
Contact Name: Craig Shadrix, ACM Department Director:
Contact Number: 407-905-3111 City Manager:
Subject: Ground Lease of City Owned Property located at Sorenson Park with TNXL Baseball
Academy
Background Summary:
On May 7, 2019, the Ocoee City Commission directed staff to proceed forward with a lease agreement with TNXL
Baseball Academy, which would allow construction of a baseball training facility at Sorenson Park and use of the
fields from 9-4:30. As previously presented to the Commission, this TNXL Baseball Academy brings a renowned
baseball program to the City which will bring large numbers of scouts from colleges and Major League Baseball,
and it should bolster economic development efforts of both the Downtown Redevelopment Area and the West
Road Interchange. As directed by the Commission and outlined on May 7, the lease includes a $3500 per month
payment, an annual increase of 3%, and the lease is for ten years with an option to renew for another ten years.
Additionally, the lease provides that TNXL Baseball Academy will provide free coaching clinics for the City's
younger players in the Babe Ruth League, TNXL players will volunteer 4 hours per month to help participants in
Babe Ruth League, TNXL Coaches will provide 1 month of hourly instruction to the City's Babe Ruth League
players and volunteer parent coaches, the TNXL hitting facility will be available to Babe Ruth League players for
2 hours every other week, and TNXL will offer scholarships to qualified Ocoee residents at a rate of 1 for every
25 paid players upon submission of a scholarship request form.
Issue:
Should the Mayor and City Commission authorize execution of the proposed ground lease with TNXL Baseball
Academy?
Recommendations
Staff recommends that the Mayor and City Commission authorize execution of the proposed ground lease with
TNXL Baseball Academy.
Attachments:
Proposed lease with exhibits
Memorandum from Angel de la Portilla of Central Florida Strategies
Financial Impact:
The proposed action will provide revenue of$42,000 (first year) annually with a 3% increase each year.
Type of Item: (please mark with an "x")
Public Hearing Clerk's Dept Use:
Ordinance First Reading Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
Commission Approval
Discussion&Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. N/A
Reviewed by 0 N/A
2
LEASE AGREEMENT
This Lease Agreement("Lease")dated June 18, 2019, is entered into by and between the City of Ocoee, Florida, a
Florida municipal corporation, whose address is 150 Lakeshore Drive, Ocoee, Florida 34761 ("Landlord"), and TNXL
Academy Ducks LLC, a Florida limited liability company whose address is 14680 Scott Key Drive, Winter Garden,
Florida 34787("Tenant").
WITNESSETH:
1. DEMISE OF PREMISES
In consideration of the rents, covenants and agreements hereinafter reserved and contained in this Lease to be observed
and performed by Tenant, Landlord does hereby demise and lease to Tenant a portion of the land located at 1701 Adair
Street for its baseball training facility (the "Facility"), and non-exclusive use of the Bob Sorenson baseball fields and
related improvements located at 1755 Adair Street, Ocoee, Florida 34761 (collectively, the"Fields" and together with the
Facility, the "Premises"), as more specifically described herein, to have and to hold from the Effective Date (as
hereinafter defined)and during the term of this Lease subject to the covenants and agreements contained in the Lease.
2. TERM
(a) Effective Date. Unless otherwise set forth in this Lease, Tenant's right of occupancy under this Lease shall
commence on July 1, 2019(the"Effective Date").
(b) Term. The initial term of this Lease shall extend for a period of ten (10)years following the Effective Date. This
Lease may be renewed for an additional period of ten (10) years, under the same terms and conditions, upon mutual
agreement of the parties. In order to be effective, Tenant shall provide Landlord with written notice of its election to renew
this Lease on or before six (6) months prior to the commencement of the renewal term and Landlord shall accept the
renewal of this Lease on or before three(3) months prior to the commencement of the renewal term. Rental amounts for
the renewal term, and any other modified or additional terms agreed-upon, shall be incorporated into an amendment to
this Lease as part of the extension of the term.
3. USE
(a) Use of Premises. Tenant covenants with Landlord that Tenant shall not use or occupy the Premises or any
part of thereof for any purpose other than as a baseball training facility with related office uses without the Landlord's prior
written consent(the"Permitted Use").
(b) Compliance with Regulations. Tenant agrees to observe and comply with all laws, ordinances and
governmental regulations pertaining to Tenant's use of the Premises.
4. PAYMENT OF RENT
(a) Rent. Tenant hereby covenants and agrees to pay to Landlord rent in the amount of THREE THOUSAND FIVE
HUNDRED AND NO/100S DOLLARS ($3,500.00) per month (the "Rent"). The Rent shall increase three percent (3%) on
the first anniversary of the Effective Date (i.e., $3,605.00/mo. for Year 2) and thereafter three percent (3%) over the
prior rental amount each year thereafter for the term (i.e., $3,713.15/mo. for Year 3, $3,824.54/mo. for Year 4, etc.).
Utilities, insurance, and janitorial services relating to the Facility shall be obtained at the sole cost and expense of
Tenant. The Rent payable by Tenant hereunder for any fractional month in which the Rent Commencement Date
occurs or at the end of the term hereof shall be prorated on a daily basis. The payment of Rent shall commence on
the Rent Commencement Date and shall be paid thereafter in advance, on or before the first (1st) day of each
calendar month of the Lease term. Notwithstanding anything contained herein to the contrary, in the event the Rent
Commencement Date commences on a day other than the 1st of any month, adjustments to Rents payable
hereunder, if any, shall be made on the 1st of the month following the commencement of the new payment amount.
The Rents shall be paid to the Landlord at the address of Landlord contained in this Lease, or at such other place as
may be designated in writing from time to time by Landlord.
(b) Rent Commencement Date. Tenant's obligation to pay Rent shall commence on the Effective Date.
(c) Late Charges. Other remedies for nonpayment of Rent notwithstanding, if any installment of Rent or any
other payment required hereunder is not received on or before the tenth (10th) calendar day after the respective due
date of such installment or payment, Tenant shall pay Landlord a late fee equal to five percent(5%) of such past due
amount. In addition to such late charge, any overdue balance owing Landlord by Tenant for more than ten (10) days
shall bear interest at the rate of twelve percent (12%) per annum. All payments by Tenant to Landlord shall first be
applied to any late charge and interest owing prior to application to any existing outstanding balance owed by Tenant
to Landlord.
5. ENJOYMENT
Tenant, upon paying all Rents payable hereunder and performing all of the covenants of this Lease, may quietly hold
and enjoy the Facility free from interruption or disturbance from the Landlord or any other person or persons lawfully
claiming by, through or under the Landlord.
6. INSTALLATION AND ALTERATIONS
(a) Upon receipt of all necessary governmental permits and approvals, Tenant shall have the right to
install the Facility in the locations depicted on Exhibit "A" attached hereto and incorporated herein by reference, and
in accordance with the terms and conditions provided in Exhibit "B", which is attached hereto and incorporated
herein by reference. Unless Landlord consents to retaining the Facility, Tenant shall remove the Facility upon the
expiration or earlier termination of this Lease, provided that Tenant repairs all damage occasioned by the removal
thereof. In the event Landlord consents to retaining the Facility, at the expiration of the term of the Lease, Tenant
shall execute and deliver to Landlord a bill of sale for the Premises.
(b) Repairs and alterations to the Facility shall be at Tenant's sole cost and expense. Any additions to
the Facility or improvements or alterations to the Fields shall be approved in advance by the Landlord and shall made
in accordance with the terms of this Agreement. In addition, use of the Fields shall be in accordance with the terms
and conditions provided in Exhibit"C", which is attached hereto and incorporated herein by reference.
7. REPAIRS AND MAINTENANCE
Tenant shall maintain at its sole cost and expense, in good order, condition, and repair, all foundations, elements of
structural support, and roof structure and membrane within and outside the Facility. In addition, Tenant shall maintain
in good order, condition, and repair all plumbing, lights, electrical fixtures, utilities, canopy lights, and signage within
the Facility. City will maintain the Fields and Bob Sorenson Lane and will perform improvements to the Fields in
accordance with the concept plan attached hereto as Exhibit "D" and incorporated herein by reference. Tenant
agrees to keep the Fields and areas around the Facility clean and to maintain the same in good order relating to
Tenant's use.
8. INDEMNIFICATION
Tenant covenants with Landlord to indemnify and hold harmless Landlord from and against any and all claims,
actions, damages, liability and expense, including but not limited to reasonable attorneys' fees, that arise from or in
connection with the possession, use, occupation, management, repair, maintenance, or control of the Premises, or
any portion thereof. Tenant shall, at its own cost and expense, defend against any and all actions that may be
brought against Landlord with respect to the foregoing. Tenant shall pay, satisfy and discharge any and all
judgments, orders, and decrees that may be recovered against Landlord in connection with the foregoing.
Notwithstanding anything herein to the contrary, Tenant's obligation to indemnify and hold the Landlord harmless
shall not apply to claims, actions, damages, liabilities, or expenses resulting from the negligent or wrongful acts of
Landlord, its agents, contractors, employees, servants, or lessees, except to the extent resulting from the negligent or
wrongful acts of Tenant, its agents, contractors, employees, servants, or lessees. Landlord does not waive its right to
sovereign immunity under Florida law.
9. WAIVER OF LIABILITY AND INSURANCE
(a) Unless otherwise provided herein, Landlord shall not be liable for any loss of or damage to any
property of Tenant or of any others located in or on the Premises, or any injury or damage to persons or property that
occurs in or on the Premises or results from an occurrence in or on the Premises and Tenant does hereby expressly
release Landlord from all liability for any damage, loss, or injury covered in this Section.
(b) During the term, Tenant shall obtain and maintain a Certificate of Insurance evidencing General Liability
Insurance coverage with limits no less than $1,000,000 single occurrence and $2,000,000 aggregate for personal
injury and property damage and naming the Landlord as an additional insured. Said certificate of insurance shall be
provided to Landlord prior to the Tenant's use of any portion of the Premises.
10. ASSIGNMENT AND SUBLETTING; COLLATERAL ASSIGNMENT
Tenant shall not have the right to assign, sublet, license, or otherwise transfer any or all of its rights and privileges
under this Lease.
11. DAMAGE TO PREMISES
(a) If the Facility shall be damaged by fire, the elements, or other casualty and are rendered untenantable in whole
or in part, and there are sufficient insurance proceeds, in Tenant's sole discretion, to rebuild the Facility, Tenant shall
rebuild or otherwise restore the Facility to good condition and fit for occupancy within a reasonable period of time after such
destruction or damage. If the insurance proceeds are insufficient to rebuild the Facility, and, in the reasonable judgment of
Tenant, the Facility cannot be substantially restored within one (1) year from the date of the casualty, Tenant may
terminate this Lease and keep the insurance proceeds on its Facility. The insurance proceeds following any damage or
destruction shall be disbursed to Tenant. Notwithstanding the foregoing, in the event the Facility is damaged by fire, the
elements, or other casualty, as soon as reasonably practical after such event, Tenant shall secure the Facility and remove
damaged portions so that the same does not become or remain a nuisance, hazard or unsightly. Further, in the event
Tenant has elected to restore the Facility and no commercially reasonable efforts have commenced within ninety(90) days
of the casualty to restore the Facility, or once commenced, Tenant fails to use commercially reasonable efforts to complete
the restoration, Landlord, upon notice to Tenant, shall have the right to terminate this Lease and to secure and/or remove
the Facility at Tenant's expense.
(b) If the Fields shall be damaged by fire, the elements, or other casualty and are rendered untenantable in whole or
in part, and there are sufficient insurance proceeds, in Landlord's sole discretion, to rebuild or restore the Fields and
improvements thereon, Landlord shall rebuild or otherwise restore the Fields to good condition and fit for occupancy within
a reasonable period of time after such destruction or damage. If the insurance proceeds are insufficient to rebuild or restore
the Fields and improvements thereon, and, in the reasonable judgment of Landlord the Fields and improvements thereon
cannot be substantially restored within one (1) year from the date of the casualty, Landlord may terminate this Lease and
keep the insurance proceeds. The insurance proceeds following any damage or destruction shall be disbursed to Landlord.
(c) Under no circumstances shall the Landlord be obligated to repair or replace any of Tenant's improvements,
whether installed by Landlord or Tenant, or any of Tenant's furniture, equipment, or personal property located on the
Premises. Tenant shall be obligated to repair or restore Tenant's leasehold improvements, Tenant's furniture, equipment
and personal property, and fixtures at its own expense.
(d) In the event the Fields are damaged or destroyed and Landlord elects to restore or rebuild, Tenant shall be
entitled to an abatement of Rent in proportion to the effect of such damage or destruction on Tenant's business in the
Premises until the restoration is complete. If the work of repairing or restoring the Fields to pre-casualty condition is not
completed within one (1) year after the date of said casualty, Tenant shall have the right to terminate this Lease upon
fifteen (15)days written notice to Landlord.
12. SURRENDER OF PREMISES
Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination of or the expiration of
the term of this Lease in as good condition and repair as the same shall be at the Effective Date, ordinary wear and
tear or insurable casualty loss excepted. Tenant shall, at the time of delivery of the Premises to Landlord, deliver to
Landlord all keys, computerized programs, access codes, combinations, or other items necessary or desirable for
Landlord to access the Premises or for the operation of any installed equipment on the Premises. The Premises shall
further be delivered clean and free of all personal property.
13. HOLDING OVER
If Tenant shall hold possession of the Premises after the expiration or termination of this Lease, Landlord shall have the
following options: (i) Landlord may permit Tenant to occupy the Premises as a tenant from month-to-month, which
tenancy shall be terminable by either party upon thirty (30) calendar days' written notice to the other, in which event
Tenant shall be liable for two hundred percent(200%) of the Rent in effect during the Lease Year immediately preceding
the holdover and otherwise subject to all of the terms and conditions of this Lease; or (ii) Landlord may exercise any
remedies it has under this Lease for Tenant default including a legal action against Tenant for wrongfully holding over.
14. ACCORD AND SATISFACTION
No payment by Tenant or receipt by Landlord of a lesser amount than the correct Rent or other monies due under
this Lease shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any
check or letter accompanying any check for payment of rent or any other amounts owed to Landlord be deemed to
effect or evidence an accord and satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of the rent or other amount owed and pursue any other remedy provided in
this Lease.
15. INSPECTION AND EXHIBITION OF PREMISES
Landlord reserves the right at all reasonable times and upon reasonable notice, to inspect the Facility. Landlord may,
however, without notice, liability, or obligation to do so, make emergency repairs or make such required repairs as
Tenant has failed to make, according to Tenant's repair obligations under this Lease.
16. REMEDIES UPON DEFAULT
(a) Tenant Failure to Pay; Tenant Abandonment; or Tenant Insolvency. If Tenant defaults in the payment
of the Rent reserved hereunder, or any part thereof, or in making any other payment herein provided for, and any
such default shall continue for a period of five (5) days after written notice (provided, however, that Tenant shall be
entitled to only two (2) written notices of such default within any twelve (12) month period, and after the second
written notice in any twelve (12) month period, a default shall be deemed to occur if Tenant shall fail to pay any
installment of Rent or other payment herein provided for on its due date); or if the Premises or any part thereof shall
be abandoned; or if Tenant shall file a voluntary petition in bankruptcy or shall file any petition or institute any
proceeding under any insolvency or bankruptcy law (or any amendment or addition thereto hereafter made) seeking
to effect its reorganization or a composition with its creditors; or if Tenant shall make a general assignment for the
benefit of creditors, or if (in any proceedings based on the insolvency of Tenant or relating to bankruptcy
proceedings) a receiver, interim receiver, receiver manager, monitor, custodian, liquidator, or trustee shall be
appointed for Tenant or the Premises; or if any proceedings shall commence for the reorganization of Tenant under
any insolvency or bankruptcy law, or if the leasehold estate created hereby shall be taken on execution or by any
process of law, or if Tenant shall admit in writing its inability to pay its obligations generally as they become due; then
Landlord may, at its option elect either to (a) continue this Lease in full force and effect notwithstanding the
occurrence of such event of default; (b) continue this Lease and retake possession of the Premises pursuant to legal
process and re-let the Premises for Tenant's account; or (c) terminate this Lease, whereupon Tenant shall quit and
surrender the Premises, but shall remain liable for damages for Tenant's breach of this Lease in an amount equal to
the remaining Rent due for the balance of the term of the Lease.
(b) Default in Performance of Other Covenants. If Tenant defaults in its performance of any of the other non-
monetary covenants or conditions of this Lease, after written notice to Tenant and thirty (30) days to cure (which
period shall be extended for such additional reasonable period as may be required under the circumstances provided
that Tenant initiates such cure within such thirty (30) day period and thereafter diligently prosecutes such cure to
completion), Landlord may cure such default and any amount paid by Landlord or expense incurred in making such a
cure, together with interest at the rate of twelve percent (12%) per annum, shall be immediately due and owing to
Landlord by Tenant, or Landlord may, after expiration of such cure period, at its option elect either to (a) continue this
Lease in full force and effect notwithstanding the occurrence of such event of default; (b) continue this Lease and
retake possession of the Premises pursuant to legal process and re-let the Premises for Tenant's account; or (c)
terminate this Lease, whereupon Tenant shall quit and surrender the Premises, but shall remain liable for damages
for Tenant's breach of this Lease in an amount equal to the remaining Rent due for the balance of the term of the
Lease.
(c) Remedies after Termination. After termination of this Lease, Landlord or Landlord's agents may
immediately, or at any time thereafter, re-enter the Premises and remove all Tenant's property (the "Personal
Property") therefrom (by appropriate legal proceedings), and put the same in storage at Tenant's expense. In the
event that the Facility has not been removed prior to the end of the term (provided the Landlord does not consent to
the retention of the Facility) or if any Personal Property has not been retrieved within thirty (30) days from the date
when Landlord removes it from the Premises, Landlord shall have the right, but not the obligation, to dispose of the
same in any manner as determined in the sole and absolute discretion of the Landlord. In said event, Tenant
assumes all responsibility for any liability resulting from the disposal. Tenant shall be responsible for all reasonable
expenses incurred by Landlord in storing all property, providing such notice and removal of the same. In the event
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that Landlord shall obtain possession of the Premises, Tenant agrees to pay to Landlord, on demand, an amount
equal to the reasonable expenses incurred by Landlord in obtaining possession, including court costs and reasonable
attorneys' fees, and such other expenses as Landlord may reasonably incur in putting the Premises in good order
and condition.
17. NOTICES
Any notice, request, consent, approval, demand, or other communication required or permitted to be given or served
by either party to this Lease to or on the other shall be given or served and shall not be deemed to have been duly
given or served unless in writing and delivered: (a) in person; (b) by overnight courier; or (c) by certified or registered
mail, return receipt requested, to the following addresses or to such other addresses as may be specified from time to
time, in writing, delivered to the other party as provided herein:
To Landlord: Robert D. Frank, City Manager
150 Lakeshore Drive
Ocoee, Florida 34761
With a copy to: Scott Cookson, City Attorney
1000 Legion Place, Suite 1700
Orlando, FL 32801
To Tenant: TNXL Academy Ducks LLC
Attn: Brian Martinez
14680 Scott Key Drive
Winter Garden, FL 34787
The date of service of any such notice or demand given by registered or certified mail shall be the date on which such
notice or demand is delivered, as evidenced by a U.S. Postal Service receipt.
18. FORCE MAJEURE
If Landlord or Tenant is delayed or prevented from performing any of their respective obligations during the term of
this Lease because of acts of God, war, riots, shortages of labor or material, or any other causes that are reasonably
beyond tt eir control, then the period of any such delay shall be added to the time herein provided for the performance
of any such obligation and the defaulting party shall not be liable for losses or damages caused by such delay;
provided, however, that this Section shall not apply to the payment of any sums of money required to be paid by
Tenant hereunder or any obligation of Landlord or Tenant that can be satisfied by the payment of money.
19. HAZARDOUS SUBSTANCES
Tenant agrees not to introduce any hazardous material in, on, or adjacent to the Premises. If Tenant stores, uses, or
disposes of any hazardous material in, on, or adjacent to the Premises and such action results in any contamination
of the Premises, the soil or surface or groundwater requiring remediation under federal, state or local statutes,
ordinances, regulations or policies, Tenant agrees to clean-up the contamination at Tenant's cost. Tenant further
agrees to indemnify, defend, and hold Landlord harmless from and against any claims, suits, causes of action, costs,
fees, including attorneys' fees and costs, arising out of or in connection with any such clean-up work, or government
enforcement proceeding in connection therewith, and any hazardous materials currently or hereafter used, stored, or
disposed of by Tenant or its agents, employees, contractors, or invitees on or about the Premises.
20. GENERAL PROVISIONS
(a) Time is of the Essence. Time is of the essence in this Lease.
(b) Binding Effect. Landlord and Tenant agree that all the provisions of this Lease are to be construed as
covenants and agreements as though the words importing such covenants and agreements were used in each
separate Section hereof, and that all of the provisions hereof shall bind and inure to the benefit of the parties hereto
and their heirs and their successors and assigns.
(c) Waiver. No waiver of any covenant or condition nor the breach of any covenant or condition of this Lease
shall be taken to constitute a waiver of any subsequent breach of such covenant or condition, nor justify or authorize
the non-observance on any other occasion of the same or of any other covenant or condition hereof.
(d) Severability. Any provision of this Lease that is contrary to a law that the parties cannot legally waive or
contract against is and shall be void and not binding on either party hereto; provided, however, that the invalidity or
unenforceability of any provision of this Lease shall not affect or impair any other provision.
(e) Captions. The headings of the several Sections contained herein are for convenience and do not define,
limit or construe the contents of such Sections.
(f) Plurality and Gender. Reference to a party will be read as if all required changes in the singular and plural
and all grammatical changes rendered necessary by gender had been made. All words in the singular will include the
plural and vice-versa.
(g) Counterparts. This Lease may be executed in counterparts, each of which shall be deemed an original,
and all counterparts shall constitute one and the same instrument.
(h) Entire Agreement. This Lease contain all of the agreements between the parties hereto, and may not be
modified in any manner other than by agreement in writing signed by all the parties hereto or their successors in
interest.
(i) Governing Law. All questions concerning the validity or intention of this Lease shall be resolved under the
laws of the state of Florida and venue shall lie in Orange County, Florida.
(j) Successors in Interest. Except as otherwise provided in this Lease, all provisions of this agreement shall
be binding upon, inure to the benefit of, and be enforceable by and against the respective heirs, personal
representatives, successors, and assigns of each party to this Lease.
(k) Sovereign Immunity. Nothing contained this Lease or in any instruments executed pursuant to the terms
of this Lease shall be construed as a waiver or attempted waiver by the Landlord of its sovereign immunity under the
constitution and laws of the State of Florida; provided, however, that this paragraph shall not be construed as an
attempt to negate any partial waiver of sovereign immunity made by the Legislature under the provisions of The Tort
Claims Act, Section 768.28, Florida Statutes, or any future statute or Act adopted by the Florida Legislature.
(I) Other. In addition to the obligations stated herein, in consideration of the Landlord's approval of this Lease,
Tenant agrees to provide the following benefits to the Landlord at no cost to the Landlord. These benefits may be
adjusted or modified by agreement of the Tenant and the City Manager or designee and are subject to compliance
with state and local laws and rules: (i) Tenant agrees to provide free coaching clinics to the City of Ocoee Babe Ruth
League players; (ii) TNXL students will provide to the City of Ocoee Babe Ruth League players no less than four (4)
hours volunteer assistance per month; (iii) TNXL coaches will provide instruction to City's Babe Ruth League players
and volunteer coaches; Tenant's hitting facility will be available to City of Ocoee Babe Ruth League players for two c,
(2) hours every two (2)weeks, subject to scheduling by Tenant; and (iv) Tenant will provide one (1) scholarship to an
eligible City of Ocoee resident for every 25 paid player admissions (City residents must apply for this scholarship
through a properly submitted scholarship request form to Tenant).
is
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the date first written above.
WITNESSES: LANDLORD:
CITY OF OCOEE,a Florida municipal corporation
By:
Print Name: Rusty Johnson
Mayor
Print Name:
Attest:
Melanie Sibbitt, City Clerk
[AFFIX SEAL]
Executed on: _, 2019
For use and reliance only by the City of Ocoee, APPROVED BY THE OCOEE CITY
Florida. Approved as to form and legality this COMMISSION AT A MEETING HELD ON
day of 2019. , 2019 UNDER AGENDA ITEM
NO.
SHUFFIELD, LOWMAN &WILSON, P.A.
By:
City Attorney
WITNESSES: TENANT:
TNXL ACADEMY DUCKS LLC, a Florida limited
liability company
By:
Print Name: Print Name:
Title:
Print Name:
Exhibit "A"
DEPICTION OF LOCATION OF FACILITY
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Exhibit "B"
FACILTY
Notwithstanding anything contained in this Lease to the contrary, Landlord is delivering the Premises in an "as-is"
condition. Tenant acknowledges that Landlord is performing no work on the Premises. Tenant shall comply with the
following:
1. All work shall be performed by contractors and shall be at Tenant's sole cost and expense.
2. Any work performed by Landlord on Tenant's behalf shall be reimbursed to Landlord within thirty (30) days after
receipt of an invoice from Landlord.
3. All work done by Tenant shall be approved in advance by Landlord and shall be governed in all respects by, and
be subject to the following:
1. Payment and Performance Bonds. Landlord shall have the right to require Tenant to furnish
payment and performance bonds or other security in form satisfactory to Landlord for the prompt
and faithful performance of Tenant's Work, assuring completion of Tenant's Work and
conditioned that Landlord will be held harmless from payment of any claim either by way of
damages or liens on account of bills for labor or material in connection with Tenant's Work.
2. Tenant's Work Standards. All Tenant's Work shall conform to the more stringent of applicable
statutes, ordinances, regulations, and codes and all requirements of Landlord's insurance carrier.
Landlord reserves the right to require changes in Tenant's Work when necessary by reason of
the aforementioned standards. No approval by Landlord shall be deemed valid unless in writing
and signed by Landlord.
3. Insurance Requirements. Prior to commencement of Tenant's Work and until completion thereof,
or commencement of the Lease Term, whichever is the last to occur, Tenant shall provide, and
shall cause its contractors to provide, as applicable, proof of insurance relating to the
improvements associate with Tenant's Work.
4. Utility Services. All utility services are subject to the limitation and capacities of existing facilities
and equipment and the availability of service from the local serving utilities.
5. Performance of Work. Tenant's Work shall be subject to the inspection and approval of
Landlord. Any work that does not comply with Tenant's Plans shall be corrected within seven (7)
days after notification from Landlord of such noncompliance. Upon completion of Tenant's Work,
all facilities shall be in full use without defects.
6. Tenants Plans. Tenant shall, at Tenant's expense, prepare and submit to Landlord for
Landlord's approval, all drawings required (including signage) for the completion of the Facility as
provided for herein.
Exhibit "C"
TERMS & CONDITIONS
FOR USE OF FIELDS
Tenant may not use the Fields at any time other than Monday through Friday (except City holidays) between the
hours of 9:00 a.m. and 4:30 p.m. ("Rental Time"). Tenant's must obtain advance written approval of the City to use of
the fields on City holidays, afternoons or evenings, or on Saturdays and Sundays.
Tenant may name no more than two persons to act as Tenant's authorized representative in matters related to
Tenant's use of the Fields only. Any action taken by an authorized representative shall be treated the same as if
taken by Tenant. Authorized representatives may be added or deleted by Tenant at any time upon written notice to
the City.
AUTHORIZED REPRESENTATIVE(S): Brian Martinez (tnxlbaseball12@gmail.com).
Courtesy and safety in the use of the Fields is required by Tenant.
A City Special Event Permit may be required for some events in accordance with the requirements of Chapter 146 of
the City Code and other applicable City ordinances. Tenant is solely responsible for applying for and obtaining said
permit.
Tenant shall comply at all times with all federal, state, and local statutes, rules, regulations, and ordinances, the
federal and state Constitution, and with the orders and decrees of lawful authorities having jurisdiction over the matter
at issue (collectively, "Laws"). Tenant shall also comply with all City policies and procedures, including but not limited
to all policies and procedures for use of the facility. Tenant shall not discriminate against any person in the use of the
facility based on race, color, religion, sex, disability, sexual orientation, or national origin.
City has a noise ordinance, which is complaint-driven. Tenant and Tenant's use of the Fields are subject to
compliance with the terms of this ordinance. Tenant may be asked to turn down the volume or cease any activity
found to violate the ordinance. A copy of the ordinance is available online for reference and download at
www.municode.com. Tenant must inform the DJ or any other live entertainment provider engaged for performance at
the facility of CITY's noise ordinance. Any music performed or played outside requires prior written approval
from City.
If Tenant intends to drive stakes or any other device into the ground at the Fields, Tenant must inform City at least ten
(10) days prior to the event and may be required, at City's request, to meet a City representative to discuss the layout
for the event. Tenant will be held responsible for any damage to underground sprinklers, utility lines, or electrical lines
if Tenant does not have prior written approval from City. The delivery, installation, and removal of temporary
structures must occur within the Rental Time period unless prior arrangements have been made with City.
City shall not be liable for the safety or security of any property belonging to Tenant, caterers, vendors, guests, or
persons participating in the use of the facility with Tenant. City will not provide security services for Tenant's event
unless other arrangements are made in advance of the event with the Ocoee Police Department. City reserves the
right to require law enforcement presence at an additional cost to Tenant for any event, at City's sole discretion.
Regardless of whether formal law enforcement or security officers are onsite, profanity and fighting are not allowed at
the Fields and such activity may result in expulsion from the Fields. No illegal drugs will be permitted in facility or on
the Premises.
Alcoholic beverages are not allowed in City parks.
Smoking of tobacco and other products, including cigarette substitutes and e-cigarettes, is prohibited in all athletic
fields, spectator stands, concession areas, restrooms and the surrounding areas, sidewalks, and areas designated
for walking or congregating associated with the athletic fields.
Tenant is responsible for the conduct of participants, workers, volunteers, invitees, and guests while using the Fields.
Tenant must immediately report to the appropriate City staff (Parks and Recreation staff member) any accidents,
injuries, or incidents that occur while Tenant is occupying and using the Fields pursuant to the terms and conditions
set forth herein.
Tenant hereby agrees that the use of the Fields is at Tenant's own risk. As a condition of Tenant's use of the Fields,
Tenant, and its successors, heirs, and assigns expressly agree to forever discharge, waive, and release City, its
officers, management, staff, agents, employees, and independent contractors and their heirs, successors, and
assigns, from any and all claims, demands, injuries, damages, actions, or courses of action, and from all acts of
active or passive negligence on the part of City, its officers, management, staff, agents, employees, and independent
contractors on account of bodily injury, mental injury, or property damage from any mishap, accident, loss, damage,
or injury suffered by Tenant or others resulting from, connected with, or caused by the use of the Fields, including, but
not limited to, any injury resulting from mechanical defects or failure of any equipment or devices used in such
services or facilities. Tenant further agrees to defend, indemnify, and hold harmless City, its officers, management,
staff, agents, employees, or independent contractors, their heirs, successors, and assigns, from any and all claims,
losses, or liability arising from, in connection with, or caused by Tenant's use of the Fields. City shall not be liable for
the safety or security of any property belonging to Tenant, caterers, vendors, guests, or persons participating in the
use of the facility with Tenant.
In the event that there is any damage, loss of equipment, or other expenses incurred by City due to the use of the
Fields by Tenant or its agents, vendors, or guests, Tenant, for itself, its vendors, agents, and guests, shall be
responsible for all damages to the building, grounds, and equipment. Additional charges may be imposed upon
Tenant by City, if damage to the Fields during Tenant's period of use negatively impacts subsequent renter's ability to
use and enjoy the Fields. Tenant shall be billed for any cost of repair due to damage or loss and any additional
amount owed and payment shall be made to City within thirty(30) days.
City is not responsible for electrical interruption due to acts of God, inclement weather (such as hurricanes, high
winds, or lightning), failure of equipment, loss of water or sanitary sewer service, or technical malfunctions due to
unforeseen circumstances that may result in cancellation or postponement of any event scheduled to occur at the
Fields. City reserves the right to postpone, cancel, or delay scheduled events should circumstances occur that are
beyond City's control. City, acting in good faith, may cancel any event in circumstances where the rented facility
becomes unsafe for its intended use. Such circumstances include, but are not limited to, natural disasters,
environmental hazards, civil disturbances, and other events affecting public health and safety. In all cases, City will
attempt to give Tenant reasonable notice of any cancellation or restriction in use.
Exhibit "D"
CONCEPT PLAN/IMPROVEMENTS
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April 15, 2019
To: Craig Shadrix,Assistant City Manager,City of Ocoee
From:Angel de la Portilla, Economic Development Consultant for the City of Ocoee
RE:TNXL Academy
INTRODUCTION
As you are aware,there have been several meetings between officials from the City of Ocoee
and representatives of TNXL Academy, a private organization involved in the training and
development of baseball players from the ages of 14 to 18.The Academy is operated by Brian
Martinez,a former high school player at Doctor Philips High School in Orlando and college
player at Barry University in Miami.The baseball players are high school aged and take online
classes and train daily at TNXL.The players are highly talented athletes that are seeking to earn
college baseball scholarships.TNXL has a good track record of getting players recruited and had
18 players sign NCAA Division 1 baseball offers within their first two seasons,according to an
article published in the Orlando Sentinel in May 2017.
TNXL is seeking an Agreement with the City of Ocoee to lease a portion of City property adjacent
to Sorenson Fields, located at 1755 Adair Street.TNXL is seeking to erect a 13,800 square ft.
canvas fabric structure, (The Facility)developed by Clear Span,a company located in South
Windsor,CT.The Facility will be used for hitting and indoor training as well as for weight training
and conditioning.The Facility will include at least two bathrooms for their players and coaches.
TNXL will have the Facility constructed and installed at their sole expense at an approximate
cost of$500,000 and will finance the project by a Small Business Administration (SBA)7(a) Loan.
In addition to leasing a portion of the City property,TNXL is seeking daily access to the baseball
fields at Sorenson, primarily in the morning and early afternoon hours when the fields are not
being occupied by the City's Babe Ruth and Senior League teams. TNXL will also willing to install
netting over the outfield fence and also retrofit the bullpen area to accommodate their team
needs at their expense.TNXL is also seeking access to the baseball fields for scrimmages and
games to showcase their players to college baseball coaches and scouts.TNXL has
communicated to the City that these events generate visits from approximately 60-70 college
baseball scouts recruiting players.These college recruiting and scouting events could generate
business in Ocoee for local hotels and restaurants.
Address: 121 S. Orange Ave. I Suite 1500 Orlando. FL 32801
Tel:407.377.6847 I Fax:407.386.8483 I E-mail:adlp@cflstrategies.com I Web:www.cflstrategies.com
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BASEBALL OPERATIONS
TNXL Academy currently has approximately 40"full time"academy players and 25"part-time"
players.The full-time players are at the Facility every day and take online classes provided by
Florida Virtual School.The part time players are enrolled at local high schools and train after
school with TNXL. The players are separated into teams by age groups and classified as Junior
Varsity and Varsity,depending on their age group and talent level.The teams play in traditional
travel baseball tournaments throughout Florida and the Southeast US. Despite the number of
players in the organization,everyone at TNXL is guaranteed playing time at tournaments,
according to Coach Martinez.
FINANCIALS
TNXL Academy charges their players the following fees:
$895.00 per month for full time players for 10 months($8950.00 per season)
$350.00 per month for part time players for 10 months($3500.00 per season)
Based on the current number of players,TNXL has annual projected revenues of$445,500 and
monthly revenues of$37,125 over a 12-month calendar year or$44,500 for a 10-month season.
($8950 x 40 Players=$358,000)+($3500 x 25 Players=$87,500)
The cost of the Facility is$500,000 and the SBA offers loans to eligible and credit worth small
businesses at 90%Loan to Value.Their interest rates are higher than traditional bank loans at
9.25%and the terms are 10 years.
For a$450,000 loan for the Facility,TNXL Academy's monthly debt service payments will run
$5761.000
The annual debt service is 15.5%of TNXL's current projected revenues.
Address: 121 S. Orange Ave. I Suite 1500 Orlando, FL 32801
Tel:407.377.6847 I Fax:407.386.8483 E-mail:adlp(dcflstrategies.com I Web:www.cflstrategies.com
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INTANGIBLES
In an effort to become part of Ocoee's community,TNXL Academy is offering to provide the
following benefits to the City.
• Provide free coaching clinics to the City's younger players in the Babe Ruth League.
• TNXL Players to volunteer 4 hours per month to help participants in the City's Babe Ruth
league.
• TNXL Coaches to provide 1 month hourly instructional to the City's Babe Ruth league
players and volunteer parent coaches.
• The TNXL Hitting Facility will be available to Babe Ruth League players for 2 hours every
other week.
• TNXL will offer scholarships to Ocoee residents at a rate of 1 for every 25 paid player
upon submission of a scholarship request form.
RECOMMENDATION AND PROPOSED FEE STRUCTURE WITH TNXL ACADEMY
An arrangement with an established youth sports organization such as TNXL Academy could be a
benefit to the City of Ocoee and the Park's and Recreation Department.
In addition, having an opportunity to establish a new home in Ocoee,on an easily accessible
site,would be a great benefit for TNXL as the organization will be able to grow by attracting
more talented players from Ocoee,Apopka,Winter Garden,Windermere as well as from
Seminole County.
The City's Babe Ruth League will improve from TNXL's coaches and players offering clinics and
coaching and could generate more participation from residents,especially with the all the new
and ongoing residential growth in the City's north side.
Talented high school players from Ocoee may have an chance to earn a scholarship at TNXL
which could lead to a college baseball recruiting opportunities for resident student athletes.
TNXL College recruiting events could generate additional demand for hotel rooms and
restaurants in the City.
Address: 121 S. Orange Ave. I Suite 1500 Orlando. FL 32801
Tel:407.377.6847 I Fax:407.386.8483 l E-mail:adlp )cflstrategies.com I Web:www.cflstrategies.com
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Based on previous discussions, my recommendation will be for the City of Ocoee to support
TNXL Baseball's request for a Ground Lease Agreement on the vacant parcel adjacent to
Sorenson as well as an Agreement for use of the baseball fields,when they are not being used.
However, a full staff and legal review will be needed to ensure the following;
• The City will need to provide accessibility to water and sewer for the Facility and all
utility capital charges and fees will need to be discussed with TNXL.
• As far as parking is concerned,the Facility will generate needs for parking from players,
coaches, parents,and visitors. The City will have to address the parking matter with
TNXL.
• The Facility will be constructed from canvas and the manufacture does not have similar
facilities operating in Florida.The Building Department and Fire Department will need to
review the specs of the structure to ensure the durability of this Facility and to ensure
that it is compliant with the Florida Building Code and the Florida Fire Code and there is
no life safety risk.
• As far as TNXL Academy is concerned, Legal will have to ensure that the organization is
carrying the proper amount of insurance, in the event of an accident or injury to a
player or spectator. In addition, it is extremely important that every player that trains at
TNXL sign a hold harmless agreement to protect the City from any injury or accident-
related claim or litigation. A registration log of every player should be kept and audited
periodically by the City of Ocoee.
• TNXL Academy should be required to finance the Facility as"Equipment"and there
should not be any liens or encumbrances on the City property nor any guarantees
offered by the City of Ocoee of payment by TNXL to the Small Business Administration
or any other lending agency.
The Proposed Terms and Rent Schedule that I recommend are as follows;
Initial Monthly Rent:$3500.00 or$42,000 per year.
Annual Rent Increases: (3%to 5%of rent)
Term:Ten Year Lease with 1 ten-year option.
cc: Mark Johnson,Ocoee Parks and Recreation Director
Address: 121 S.Orange Ave. (Suite 1500 Orlando, FL 32801
Tel:407.377.6847 I Fax:407.386.8483 I E-mail:adlp@cflstrategies.com I Web:www.cflstrategies.com