THIRTY YEAR LEASE AGREEMENT
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LEASE AGREEMENT
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THIS LEASE, is entered into this 1.t:' day of ~ ' ~by and
between CITY OF CLEARWATER, (hereinafter "Landlord" nd Tenant's GREENWOOD
COMMUNITY HEALTH RESOURCE CENTER, INC. located at 1108 N. Greenwood Avenue,
Clearwater, FL 33755, (hereinafter "Tenant").
1. Description of Land. In consideration of the covenants contained herein on the
part of said Tenant to be kept and performed, the Landlord hereby leases vacant land located
at 1108 N. Greenwood Avenue, Clearwater, FL, which land is more particularly described as
Exhibit "A" attached hereto and incorporated herein (the "Land").
2. Term. The initial term of this Lease shall be thirty (30) years, commencing on
the date that a Certificate of Occupancy is issued for the Greenwood Community Health
Resource Center. Upon the expiration of the initial term, the Tenant shall have the option to
renew this Lease for thirty (30) years if approved by the Clearwater City Commission.
3. Rent. Landlord agrees to rent the Land to Tenant for the sum of One Dollar
($1.00) per year for the term of this Lease, the receipt of which is hereby acknowledged.
4. Use of Land. Tenant shall use and occupy the Land during the Term of this
Lease only for the purpose of the operation of Tenant's Greenwood Community Health
Resource Center ("Center"). Tenant shall not permit the Land to be used for any unlawful,
improper, unethical or objectionable purpose, or do anything, which may make void or
unenforceable any insurance then in force. Tenant shall keep the Land in a clean, safe and
sanitary condition and promptly repair any damage thereto.
As long as Tenant pays the rent when due as provided in section 3 above and observes,
performs and keeps all of the covenants and agreements contained in this Lease, Landlord
covenants with Tenant that Tenant shall and may lawfully, peacefully and quietly have, hold,
use, occupy and enjoy the Land.
5. Maintenance of the Land. Tenant shall, at Tenant's sole cost and expense, keep
and maintain the Land, any buildings or other items added to or placed upon the Land, any
buildings or other items added to or placed upon the Land by Tenant (both interior and exterior
and both structural and nonstructural) and the parking areas and the exterior grounds of the
Land, in good repair and condition. Tenant shall also, at its sole cost and expense, keep the
sidewalks, curbs, entrances, passageways and other exterior portions of the Land in a clear,
orderly and sanitary condition, free of vermin, escaping offensive odors, rubbish and
obstructions. Tenant shall, at Tenant's sole cost and expense, repair any damage to the Land.
Further, Tenant shall at all times comply with all federal, state, local and administrative laws,
regulations, rules, codes and ordinances applicable to the Land or Tenant's use of the Land.
6. Landlord's Entrv for Inspection. Landlord may enter the Land (and any
structures to be placed thereon) upon reasonable notice during usual business hours to make
inspections, to obey any laws or orders of any duly constituted governmental or municipal
authorities, provided Landlord does not unreasonably or unnecessarily interfere with the
operation of Tenant's business. Landlord agrees to observe all reasonable security regulations
of Tenant and to use reasonable efforts to hold in confidence any information pertaining to
Tenant's business which Landlord may discover.
7. Tenant Improvements. Except for those matters described in Section 15 below,
Tenant acknowledges that Landlord provides the Land in its "as is" condition and with no
representations and warranties as to the use or condition. Any improvements to the Land shall
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be: (a) installed at TenanJs sole costs and expense, (b) in comPILnce with all applicable laws,
orders or regulations of federal, state, local and administrative agencies including, but not
limited to, applicable building codes and the Americans with Disabilities Act, (c) in accordance
with plans approved by Landlord,,(d) approved by Landlord in advance in writing and (e)
installed only by such licensed and bonded contractors as Landlord may approve in writing.
Upon termination or expiration of the Term of this Lease, Tenant shall return the Land and any
improvements to the Landlord.
Further, any equipment or buildings associated with Tenant's business that is located on
the Land and used by Tenant in the operation of Tenant's center shall be installed and
maintained at Tenant's expense in compliance with all applicable laws, orders or regulations of
federal, state, local and administrative agencies including, but not limited to, applicable building
codes and the Americans with Disabilities Act.
8. Taxes. Tenant agrees to pay all ad valorem taxes, special assessments and real
property taxes assessed on the Land, any improvements constructed or placed on the Land
and on Tenant's personal property which is located in or on the Land when such taxes are due
and payable. Tenant also agrees to pay all charges for water, electricity and other public
utilities relating to the Land and any improvements constructed or placed on the Land. Tenant
further agrees to indemnify and hold Landlord harmless. from and against any claim, loss,
penalty, liability, fine, or action (including reasonable attorney's fees and costs) arising out of
Tenant's failure to pay such taxes.
9. Liens. Tenant shall have no authority to incur, create or permit, and shall not
incur, create, permit or suffer any lien for labor or materials or services to attach to the interest
or estate of either the Landlord or the Tenant in the Land or other real estate of which the Land
forms a part.
Neither the Tenant, nor anyone claiming by, through or under the Tenant, including
without limitation, any contractor, subcontractor, laborer or materialman, shall have any right to
file or place any labor or material lien of any kind or character whatsoever or any mechanics
lien or other lien of any kind, upon the Land so as to encumber or affect the title of the Landlord
and such liens are expressly prohibited.
Tenant further covenants and agrees to indemnify and hold Landlord harmless from and
against any and all losses, damages, demands and expenses in connection with or arising out
of any claims, liens, charges, adverse interest or other' encumbrances of any sort against or
upon the Land caused or permitted, or alleged to have been caused or permitted by Tenant or
Tenant's agents, employees, patients, guests or invitees.
10. Assianment of Lease. Tenant shall not assign this Lease or any portion of the
Land. In the event that Landlord consents, in its sole and absolute discretion, to any such
assignment, it is understood and agreed that such will not in any way relieve the Tenant of its
obligations hereunder including, without limitation, the obligation to pay the rents as provided
herein during the Term of this Lease.
11. Radon Gas. Florida Statute 404.056(8) requires the following disclosure
statement regarding radon gas:
URadon is a naturally occurring radioactive gas that, when 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
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have been found iJ buildings in Florida. Additional infomLtion regarding radon
and radon testing may be obtained from your county public health unit..
12. Insurance and Indemnification. Tenant shall, during the Term of this Lease, at
Tenant's expense, carry i) commercial general liability insurance covering the Land for the
protection of the Landlord and the Tenant with minimum policy limits of one million dollars
($1,000,000) per occurrence, and ii) all risk or peril property insurance covering all of Tenant's
buildings, improvements. fixtures. equipment, furniture. supplies and inventory located in or on
the Land against damage or loss of use occasioned by. without limitation. fire, vandalism.
malicious mischief. or water damage. All insurance shall be placed with an insurer in good
standing and licensed to do business in the State of Florida and said insurance shall not be
cancelable or altered without thirty (30) days prior written notice to Landlord. Tenant shall
furnish certificates that such insurance is in force and effect during the Term of this Lease and
shall reflect the Landlord as an additional named insured under said policy. Tenant
acknowledges that all items of personal property placed in or on the Land shall be there at
Tenant's risk.
Except for those matters described in Section 15 below. Tenant hereby waives all claims
against Landlord for damages to any property. or injury. or death of any person in. upon or
about the Land arising at anytime and from any cause other than solely by reason of gross
negligence or willful misconduct of Landlord, its employees or contractors. Further. Tenant
agrees to indemnify and hold Landlord harmless from all fines. claims and actions arising out
of any injury or damage occurring or connected with the use or occupation of the Land by
Tenant, Tenant's employees. agents. licensees or invitees including reasonable attorneys' fees
and costs incurred by Landlord in defending itself against such claims or in establishing its
rights to indemnity under this section. unless such injury or damage is caused by the gross
negligence or willful misconduct of Landlord or its agents. employees or contractors.
13. Sianaae. Tenant shall not erect, place or display. or allow to be erected. placed
or displayed. any lettering. sign. advertisement, awning. or other projection in or on the Land or
in or on the building of which it forms a part. without first obtaining the Landlord's written
consent, which consent shall not be unreasonably withheld.
14. Eminent Domain. If the whole or any part of the Land shall be taken by a public
authority under the power of eminent domain. then the. Term of this Lease shall cease as to
the part of the Land so taken from the day the possession of that part is required for any public
purpose. If such portion of the Land is so taken as to' destroy the usefulness of the Land for
the purpose for which the Land were leased, then. from that day the Tenant shall have the
right either to terminate this Lease or to continue in possession of the remainder of the Land
under the terms provided herein. If the Tenant shall fail to terminate this Lease in writing as
aforesaid within thirty (30) days after notice of taking. such failure shall be regarded as a
waiver of Tenant's right to cancel. whereupon this Lease shall continue for the balance of the
Term. The parties agree that Tenant shall not be entitled to any damages by reason of the
taking of Tenant's leasehold.
15. Environmental ComDliance:
a) Hazardous Substances. Tenant and its employees. agents. contractors or
invitees shall not cause or allow any Hazardous Substances. as defined below. to be used,
generated. stored or disposed of on. under or about, or transported to or from. the Land in
violation of any local. state or federal law. regulation or guideline now in effect or enacted in
the future regarding the use, generation, storage. disposal or transportation of Hazardous
Substances. For purposes of this section. .Hazardous Substances. is defined as such
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malenals which are co rr!sive , cancer causing, flammable, laxl or reactive In nature upon
combination including but not limited to: acids, bleach, lye, lead, arsenic, oxide by inhalation,
and chemotherapeutic drugs or such substances, materials and wastes which are or become
regulated under any applicable local, state or federal law. Tenant may have such drugs and
chemicals necessary for the usual and customary operation of a health care center so long as
they are stored and disposed of as required by applicable laws and regulations.
b} Landlord shall not be liable to Tenant for any intentional or negligent act or
omission regarding the use, generation, storage, disposal or transportation of Hazardous
Substances by Tenant, Tenant's employees, agents, contractors, licensees or invitees
(collectively "Hazardous Materials Activities.). Tenant shall indemnify, defend with counsel
acceptable to Landlord and hold Landlord harmless from and against any fines, claims,
damages, costs and liabilities arising out of the use, storage, disposal or transportation of
Hazardous Substances on, under, about or to or from the Land which contravene local, state
or federal laws of this Agreement.
c} Failure to comply with the conditions contained herein shall constitute a default
pursuant to Section 19 of this Lease.
(d) Tenant acknowledges that Landlord, its agents or designees may conduct
ongoing environmental monitoring of the land.
(e) Pre-existing Environmental Condition - Tenant acknowledges that Landlord
has provided Tenant with copies of the following reports describing the presence of petroleum-
related contamination present on the Land as of the date of this Lease ("Pre-existing
Environmental Condition.): Phase I Environmental Site Assessment, Former Fulton-Payco
Service Station, prepared by FGS, Inc., dated November 27, 1996; Phase II Environmental
Assessment, Greenwood Property, prepared by FGS, Inc., dated January 24, 1997; Phase II
Environmental Assessment, Greenwood Property, prepared by FGS, Inc., dated March 1997;
Tank Closure Assessment Report, Former Fulton-Payco Service Station, prepared by Daniels
& Moore, dated June 28, 1999; and Source Removal Report, Designated Brownfield Area,
Abandoned Former Fulton-Payaco Service Station, prepared by WRS Infrastructure &
Environment, Inc., dated July 30, 1999. Collectively, these reports are hereinafter referred to
as "Environmental Reports" Tenant shall have no liability for the assessment and/or
remediation of the Pre-existing Environmental Condition identified in the Environmental
Reports.
16. No Relationship. Nothing herein contained shall be construed by the parties, nor
by any third party, as creating the relationship of principal and agent or of a partnership or of a
joint venture between the parties hereto, it being understood and agreed that neither the
method of computation of rent, nor any other provision contained herein, nor any acts of the
parties hereto, shall be deemed to create any relationship between the parties other than the
relationship of Landlord and Tenant.
17. Limitation of Liability. Nothing herein shall constitute a waiver by Landlord of its
sovereign immunity and the limitations set forth in Section 768.28 Florida Statutes.
18. Time. Time is of the essence of this Lease and every provision thereof.
19. Default. In the event Tenant defaults in complying with this Lease by failing to
make annual payment within 90 days of due date or vacates or abandons the Land, Landlord
may have the option to: (i) Terminate the Lease as provided by state law after any applicable
curative periods; and (ii) re-take possession of the Land. In any proceeding to enforce this
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20. Termination and Vacation. Upon Termination or expiration of this Lease by
either party, Tenant agrees to vacate the Land peaceably and immediately. If any personal
property belonging to Tenant is left by Tenant in the Land for a period of fifteen (15) days after
termination, vacation, abandonment or dispossession by process of law or otherwise, Landlord
may remove or dispose of that property and Tenant hereby waives any claims for damages as
a result of such disposal.
21. Net 1.ease. Tenant acknowledges and agrees that it is intended that this is a net
lease; that it is completely carefree to the Landlord, except as expressly set out in this Lease;
that the Landlord is not responsible during the Term for any costs, charges, expenses, and
outlays of any nature whatsoever arising from or relating to the Land, or the use and
occupancy thereof, or the contents thereof, or the business carried on therein; and the Tenant
shall pay all charges, expenses, costs, and outlays of every nature and kind relating to the
Land except as expressly set out in this Lease.
22. As Is. Tenant has leased the Land after a full and complete examination thereof,
as well as the title thereto, and has knowledge of its present uses and non-uses. Tenant
accepts the Land in its current .as is. condition and state, without representation or warranty,
express or implied on fact or in law, by Landlord and without recourse Landlord as to the title
hereto, the nature, condition or usability thereof or the use or uses to which the Land or any
part thereof may be put and that Landlord has no work to perform in or on the Land. Tenant
assumes the full and sole responsibility for the condition, construction, operation, repair,
replacement, maintenance, upkeep and management of the Land throughout the Term,
including but not limited to the performance of all burdens running with the Land.
23. ADDlication.
a} In connection with the construction of the center, Tenant shall have the following
obligations:
(1) To erect the center in a good, proper and workmanlike manner in
compliance with all applicable laws, including the obtaining of all permits, inspections and
approvals of all governmental agencies, fire underwriters, and other entities having jurisdiction;
(2) To obtain and deliver to Landlord a photocopy of a final certificate of
occupancy before the center shall be occupied by Tenant.
24. AssumDtion of Obliaations.
a} Tenant shall assume and perform any and all obligations of Landlord under any
covenants, easements and agreements affecting the title to the Land and shall diligently
comply with and execute at its own expense during the Term, all present and future laws, acts,
rules, requirements, orders, directions, ordinances, regulations, judgments, decrees or
Injunctions of any governmental authority having jurisdiction over the Land (the -Legal
Requirements") or any other insurance company having policies outstanding with respect to
the Land, whether or not such requirements require the making of structural alterations, the
intention of the parties being with respect thereto that Tenant, during the Term, shall discharge
and perform all the obligations of Landlord, as well as all obligations of Tenant, arising as
aforesaid, and save Landlord harmless therefrom, so that at all times the rent shall be net to
the Landlord without deduction or expenses on account of any Legal Requirements.
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b) Tenant shall not cause to permit any waste, damage or injury to the Land.
c) Tenant shall indemnify and save harmless Landlord against and from all costs,
expenses, liabilities, losses, damages, injunctions, suits, fines, penalties, claims and demands,
including reasonable attorneys' fees, arising out of, by reason of, or on account of, any
violation of any default in the covenants of this Section.
25. Subordination and Non-Disturbance Aareement. This Lease is subject and
subordinate to all fee mortgages which may now or hereafter affect the Land and any
renewals, modifications, consolidations, replacements and extensions thereof. This clause
shall be self-operative and no further instrument of subordination will be required. In
confirmation of such subordination, Tenant, without expense to Landlord, shall execute
promptly any instrument Landlord may reasonably request. However, before making any
mortgage or any renewal, modification, consolidation, replacement or extension thereof (below.
collectively referred to in this Section as the -mortgage-), Landlord will request of the
mortgagee that it execute a non-disturbance agreement to the effect that, so long as Tenant is
not in default (beyond any period given Tenant to cure such default) in the payment of any rent
or other charges due hereunder or in the performance of any of the Terms, covenants or
conditions of this Lease on Tenant's part or be performed,' (i) Tenant's possession of the Land
and Tenant's rights and privileges under this Lease shall not be interfered with by such
mortgagee and Tenant's occupancy of the Land shall not be disturbed by such mortgagee
during the Term and (ii) such mortgagee shall not join Tenant as a party defendant in any
action or proceeding for the purpose of Termination. Tenant shall be bound to the mortgagee
under all of the Terms, covenants and conditions of this Lease for the balance of the Term
remaining after such succession and Tenant will attorn to such mortgagee as its landlord upon
any such succession.
26. Indemnification.
a) Tenant shall indemnify and save harmless Landlord against and from all
liabilities, damages, penalties, costs and expenses, including reasonable attorneys' fees,
which may be imposed upon or incurred by or asserted against Landlord by reason of any of
the following occurrences during the Term:
(1) any work or anything done, on or about the Land or any part thereof by
Tenant or any party other than Landlord; .
(2) any use, non-use, possession, occupation, condition, operation,
maintenance or management of the Land or any part thereof;
(3) any negligence or willful misconduct on the part of Tenant or any of its
agents, contractors, servants, employees, subtenants, licensees or invitees;
(4) any accident, injury or damage to any person or property occurring in, on
or about the Land, or any part thereof; and/or
(5) any failure on the part of Tenant to perform or comply with any of the
covenants and agreements contained in this Lease on its part to be performed or complied with.
In case any action or proceeding is brought against Landlord by reason of any such
claim, Tenant upon prior written notice from Landlord shall at Tenant's expense, defend such
action or proceeding with counsel approved by Landlord in writing, which approval Landlord
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. a~rees not to unreaSOna~IY withhold. This indemnification shalllntinue beyond the expiration
or earlier termination of this Lease.
27. Remedies. The failure of either party to insist at any time upon-1he strict
observance or performance of any provision of this Lease or to exercise any right or remedy
as provided in this Lease shall not impair any right or remedy of such party or be construed as
a waiver or relinquishment thereof with respect to subsequent defaults or breaches. Every
right and remedy given by this Lease to the parties may be exercised from time to time and as
often as may be deemed expedient by the appropriate party and shall not preclude the
concurrent or later exercise of any or all such other rights or remedies.
28. Notices. Any notices to either party shall be in writing and shall be deemed to
have been duly given and received only if (i) delivered personally, on the date of delivery, or (ii)
sent by certified mail in a postage prepaid envelope addressed, three (3) days after deposit, or
(iii) overnight delivery on date of delivery, as follows:
To Landlord:
City of Clearwater
P. O. Box 4748
Clearwater, FL 33758-4748
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With a copy to:
City Attorney's Office
P. O. Box 4748
Clearwater, FL 33758-4748
To Tenant:
Greenwood Community Health Resource Center
1108 N. Greenwood Avenue
Clearwater, FL 33755
29. Enforceabilitv. If any provision of this Lease is deemed invalid or unenforceable
by a court of competent jurisdiction, such provision shall be ineffective to the extent of such
invalidity or unenforceability only, without invalidating the remainder of such provision or of the
remaining provisions of the Lease.
30. Entire Aareement and Governina Law. This Lease sets forth all of the
representations, promises, agreements, conditions, and understandings between the parties
relating to the subject matter of this Lease, and supersedes any prior or contemporaneous
representations, promises, agreements, conditions, and' understandings between the parties in
any manner relating to the subject matter hereof. This Lease may be amended but only by a
written agreement signed by both parties. This Lease constitutes a Florida contract and shall
be construed according to the laws of Florida. The parties agree that the venue for any
litigation arising hereunder shall be in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties have caused these presents to be executed as of
the day and year first written above.
TENANT:
GREENWOOD COMMUNITY HEALTH
RESOURCE CENTER, INC.
BY:UU/ C~
Willa Carson
President
Witness
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Countersigned: . H-:...
Bria~l' :r--
Mayor-Comm ssioner
Approved as to form:
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John Carassas
Assistant City Attorney
S:\AGREEMENnGREENWOOD
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LANDLORD:
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CITY OF C
By:
Michael . Roberto
City Manager
Attest:
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Cyn ia E. GOUdeau
City lerk
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Legal Description
Lease Agreement - City of Clearwater and-
Greenwood Community Health Resource Center, Inc.
Lots 4 and 5 and the North one-half of Lot 6, GREENWOOD MANOR, according to the map or
plat thereof as recorded in Plat Book 21, Page 65 of the Public Records of Pinellas County,
Florida.
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