FIVE YEAR LEASE AGREEMENT
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LEASE AGREEMENT
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THIS LEASE AGREEMENT is made and entered into this c9..7 day of
, 1997, by and between the CITY OF CLEARWATER, a Florida
M icipa i ty, herein called the "Lessor", and the PINELLAS COUNTY ARTS
o CIL, a non-profit membership organization formed under Florida statute
265.32, herein called the "Lessee".
This agreement represents the whole and entire agreement between Lessor and
Lessee and the following articles and sections are herein incorporated:
Article I.
Article II.
Article III.
Article IV.
Section
Section
Section
Section
Section
Article V.
Article VI .
Article VII.
Section
Section
Section
Section
Article VIII.
Section
Section
Section
Article IX.
Article X.
Article XI.
Section
Section
Section
Section
Article XII.
Article XIII.
Article XIV.
Section
Section
Section
Section
Section
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ARTICLES
TITLE
TERM
LEASEHOLD
RIGHTS AND RESPONSIBILITIES
1. Use of Premises
2. Maintenance of Premises
3. Repair and Improvements
4. Utilities
5. Quiet Enjoyment
LEASE RENTAL PAYMENTS AND FEES
TAXES
INSURANCE
1. Minimum Scope of Insurance
2. Minimum Limits of Insurance
3. Additional Named Insured
4. Verification of Coverage
CASUALTY DAMAGE TO PREMISES
1. Reparable Damage
2. Catastrophic Damage
3. Waiver of Recovery Rights
LIABILITY AND INDEMNIFICATION
AMERICANS WITH DISABILITIES ACT
NON-DISCRIMINATION
1. No Exclusion From Use
2. No Exclusion From Hire
3. Observation of Various Laws
4. Breach of Nondiscrimination Covenants
DISCLAIMER OF WARRANTIES
ASSIGNMENT OF LEASE
DEFAULT AND TERMINATION
1. Termination By Lessee
2. Termination By Lessor
3. Exercise
4. Removal of Property
5. Causes of Breach and Waiver
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Article }N.
Section
Section
Section
Article XVI.
Article }NIl.
Article }NIIl.
Article XIX.
ENVIRONMENTAL MATTERS
1. No Warranties By Lessor
2. Lessor Held Harmless
3. Radon Gas Advisory
LESSOR CONTACT .AND CORRESPONDENT
NOTICE
ATTORNEYS FEES
EFFECTIVE DATE
WIT N E SSE T H
WHEREAS, the Lessor has ownership of and control over the use of the
City-owned structures and premises now known as The Haven House, 400 Pierce
Boulevard, Clearwater, Florida 34616; and
WHEREAS, Lessee desires to use such premises for public purposes; and
WHEREAS, Lessor desires to lease out such premises;
NOW, THEREFORE, in consideration of
covenants contained in this Agreement,
agree as follows:
the Premises and the mutual
the Lessor and Lessee hereby
ARTICLE I. TITLE
The title of this lease is The Haven House - Arts Council lease.
ARTICLE I I . TERM
The term of this lease shall be for a period of Five (5) years
commencing on the 1st day of June, 1997 (the Commencement Date) and
continuing through the 31st day of May, 2002 (the Tennination Date),
unless earlier terminated under the terms of this agreement. Lessor
extends a first option to Lessee to renew this lease agreement for an
additional Five (5) year lease period, upon mutually agreeable terms and
conditions, and subject to Lessee not being in default under the terms
and provisions of this lease.
ARTICLE III. LEASEHOLD
The Lessor leases to the Lessee the following described property,
including all improvements thereon, located in Pinellas County, Florida,
to wit:
All of Lot 2 and the North 75.0 feet of Lot 1, Block 5, A. C.
TURNER'S SUBDrvISION, according to the map or plat thereof as
recorded in Deed Book "K", Page 475, of the Public Records of
Hillsborough County, Florida, of which Pinellas County was
fo~erly a part. (Also known as Haven House, 400 Pierce Blvd.)
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ARTICLE IV. RIGHTS.AND RESPONSIBILITIES
Section 1. Use of Premises.
a. Lessee shall use the demised premises for an office and meeting
space and for no other purpose.
b. Lessee covenants and agrees to make no unlawful, improper or
offensive use of the leased premises. At the termination of this lease,
Lessee agrees to return the premises to the Lessor in as good condition as at
the effective date of this agreement, subject only to normal wear and tear.
Section 2. Maintenance of Premises. The Lessee shall properly maintain
the leasehold in a clean and orderly condition.
Section 3. Repairs and Improvements.
a. Lessee may make whatever repairs, alterations and improvements to the
premises it deems necessary, providing that the city Manager of Lessor first
agrees in writing to any such actions to repair, alter or improve the
premises. If the property's physical condition falls into a state of
disrepair that it shall be deemed an "unsafe structure" in the opinion of the
city Building Official, the Lessor may terminate this Agreement upon fifteen
(15) days written notice.
b. Repairs, alterations or improvements attached to the premises shall
become the property of Lessor upon the termination or expiration of this
lease or any extension hereof unless otherwise indicated by Lessor.
c. In no event shall Lessor or any of Lessor's property be liable for or
chargeable with any expense or lien for work, labor or materials used in the
premises, or any improvements, repairs, or alterations thereof.
Section 4. Utili ties. Lessee shall pay all bills for electrical and
utility services before such bills become delinquent.
Section'S. Quiet Enjoyment. Upon payment the rents herein required, and
upon observing and performing the covenants, terms and conditions required by
the lease, the Lessee shall peaceably and quietly hold and enjoy the leased
premises for the term of the lease without hindrance or interruption by the
Lessor.
ARTICLE V. LEASE RENTAL PAYMENTS AND FEES
For the sum of One Dollar ($1.00), which the receipt and sufficiency of
is hereby acknowledged, and in consideration of the promises and covenants
set forth herein, Lessor hereby grants to Lessee and Lessee accepts from
Lessor, this exclusive lease, right and privilege to use the property
described herein.
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ARTICLE VI. TAXES
Lessee agrees to pay any real property taxes that may be assessed and
levied on the property or on the leasehold created by this document. Any
taxes due for a portion of any year shall be prorated between the parties.
ARTICLE VII. INSURANCE
Lessee shall procure and maintain during the term of this Agreement
insurance against claims for injuries to persons or damage to property which
may arise from or in connection with this lease.
Section 1. Minimum Scope of Insurance. A Comprehensive General
Liability policy and Fire Insurance policy covering the leased premises and
Lessee activities occurring thereon shall be obtained and maintained in force
by the Lessee.
Section 2. Minimum Limits of Insurance. Comprehensive General Liability
Insurance procured in accordance with this article shall have minimum
coverage limits of $300,000 with respect to personal injury or death to any
one (1) person and with respect to personal injury or death arising out of
anyone (1) occurrence; and $100,000 with respect to property damage arising
out of anyone (1) occurrence. Further, Lessee shall, from and after the
Commencement Date, keep insured the building (s) upon the premises against
loss or damage by fire and windstorm and other covered casualties with what
is generally termed in the insurance trade as "extended coverage." Said
insurance shall be maintained in an amount equal to the full insurable value
of the building(s). All such policies shall be carried in companies licensed
to do business in the State of Florida.
Section 3. Additional Named Insured. Each insurance policy issued as a
requirement of this agreement shall name the City of Clearwater, Lessor, as
additional named insured. The coverage shall contain no special limitations
on the scope of the protection afforded to the Lessor, its officials,
employees or volunteers.
Section 4. Verification of Coverage. Lessee shall furnish the Lessor
with Certificates of Insurance with all endorsements affecting coverage
required by this article. These forms shall be received by the City of
Clearwater Engineering Department, ATTENTION: Real Estate Services Manager,
and approved by the Lessor's Risk Manager before execution of this Lease
agreement by authorized City officials.
ARTICLE VIII. CASUALTY DAMAGE TO PREMISES
Section 1. Reparable Damage. Puly time the building or premises is
damaged or destroyed to the extent that the Lessee cannot therefore conduct
its activities and the Lessor determines that the demised premises can be
restored by making appropriate repairs, Lessee shall effect such repairs
expeditiously and to the satisfaction of the City's Building Official.
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Section 2. Catastrophic Dama~e. In the event of total destruction of or
catastrophic damage to the dem1sed premises, the Lessee or Lessor may
terminate this lease as of the date of such damage or upon thirty (30) days
written notice to the other party to this lease.
Section 3. Waiver of Recovery Rights. Both parties waive any and all
rights of recovery against the other party for any direct or indirect loss
occurring to the demised premises in the event of damage categorized in
Sections 1 and 2 above which is covered by insurance.
ARTICLE IX. LIABILITY AND INDEMNIFICATION
Lessee agrees to assume all risks of the Premises and all liability
therefore, and shall defend, indemnify, and hold harmless the Lessor, its
officers, agents, and employees from and against any and all loss, liability
and damages of whatever nature, to persons and property, including, without
limiting the generality of the foregoing, death of any person and loss of the
use of any property except arising from the negligence or willful misconduct
of Lessor or Lessor's agents or employees. This includes, but is not limited
to, matters arising out of or claimed to have been caused by or in any manner
related to the Premises or Lessee's activities or those of any approved or
unapproved invitee, contractor, subcontractor, or other person approved,
authorized, or permitted by Lessee in or about the Premises whether or not
based on negligence.
ARTICLE X. AMERICANS WITH DISABILITIES ACT
Lessee hereby affirms its intention to take any and all such actions that
are reasonable and prudent to comply with the Americans With Disabilities Act
of 1990 (known as the "ADA"). These would include modifications to the
structure, revisions in operations and supporting communications capabilities
and procedures and changes in functional location and layout.
ARTICLE XI. NON-DISCRIMINATION
Notwithstanding any other provision of this lease agreement, during the
performance of this agreement, Lessee for itself, personal representatives,
successors in interest and assigns, as part of the consideration for this
agreement, does covenant and agree that:
Section 1. No Exclusion From Use. No person shall be excluded from
participation in, denied the benefits of, or otherwise be subjected to
discrimination in the use of the premises on the grounds of race, color,
religion, sex, handicap, age, or national origin.
Section 2. No Exclusion From Hire. In the construction of any
improvements on, over, or under the premises, and the furnishing of services
therein or thereon, no person shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination on the grounds
of, or otherwise be subjected to discrimination on the grounds of race,
color, religion, sex or national origin.
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Section 3. Observance of Various Laws. The Lessee shall observe the
following laws: Section I of the 14th Amendment, The Equal Pay Act, The
Civil Rights Acts of 1866 and 1870, the Vietnam Era Veterans Readjustment
Act, the standards of Merit System Personnel Administration, Executive Order
12246 as amended, Revised Order 4, the Age Discrimination Act of 1967, the
Rehabilitation Act of 1975, Executive Order 11914 and the Americans With
Disabilities Act of 1990.
Section 4. Breach of Nondiscrimination Covenants. In the event of
breach of any of the above nondiscrimination covenants, which breach has been
finally adjudicated by an appropriate agency or court of law, the Lessor
shall have the right to terminate this lease and to re-enter and repossess
the premises and hold the same as if said agreement had never been made or
issued. This provision does not become effective until the procedures of 49
Code of Federal Regulations ("CFR") Part 21 have been followed and completed,
including expiration of appeal rights.
ARTICLE XII. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire Agreement of the parties on the
subject hereof and may not be changed, modified or discharged except by
wri tten Amendment duly executed by both parties. Lessee agrees that no
representations or warranties shall be binding upon the Lessor unless
expressed in writing herein or in a duly executed Amendment hereof. Further,
Lessor does not warrant and hereby disclaims any and all liability and
responsibility for or on account of the condition of the Premises, or any
portions thereof, or for or on account of anything affecting such conditions.
ARTICLE XIII. ASSIGNMENT OF LEASE
This Lease, or any part thereof or interest therein, may not be assigned,
transferred or subleased by Lessee without the consent of the Lessor, which
consent shall not unreasonably be withheld. It is understood and agreed that
the Lessor may, at any time, with notice, assign or delegate any or all of
its rights hereunder.
ARTICLE XIV. DEFAULT AND TERMINATION
Section 1. Termination by Lessee. This Agreement shall be subject to
termination by Lessee in the event of anyone or more of the following
events:
a. Material default by the Lessor in the performance of any of the
terms, covenants or conditions of this agreement, and in the failure of the
Lessor to remedy, or undertake to remedy, to Lessee's satisfaction, such
default for a period of thirty (30) days after receipt of notice from Lessee
to remedy the same.
b. Lessee determines that the premises are so extensively damaged by
some casualty that it is impractical or inequitable to repair such leased
premises.
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Section 2. Termination by Lessor. This Agreement shall be subj ect to
termination by the Lessor in the event of anyone or more of the following
events:
a. The material default by Lessee in the performance of any of the
terms, covenants or conditions of this Lease Agreement, other than
nonpayment, and in the failure of the Lessee to remedy, or undertake to
remedy, to Lessor's satisfaction such default for a period of thirty (30)
days after receipt of notice from Lessor to remedy same.
b. The Lessor determines at a duly constituted city Commission meeting
that the building or property (said premises) is needed for any other
purposes consistent with the City's charter, and serves Lessee with one
hundred eighty (180) days notice of such intended use.
c. Lessor determines that the premises are so extensively damaged by
some casualty that it is impractical or inequitable to repair such leased
premises.
d. Lessee's vacating or abandoning the premises.
Section 3. Exercise. Exercise of the rights of termination set forth in
Sections 1 and 2 above shall be by notice to the other party. Forbearance of
timely notice shall not be deemed a waiver of any breach.
Section 4. Removal of Property. Upon termination of this agreement for
any reason, Lessee, at its sole expense, shall remove from the Premises all
signs, trade fixtures, furnishings, personal property, equipment and
materials which Lessee was permitted to install or maintain under the rights
granted herein. Lessor may effect such removal at Lessee's expense should
Lessee fail to remove said installed property within thirty (30) days notice.
Lessee agrees to pay Lessor promptly in the event of such circumstance upon
presentation of a proper invoice.
Section S. Causes of Breach and Waiver.
a. Neither party shall be held to be in breach of this Agreement because
of any failure to perform any of its obligations hereunder if said failure is
due to any cause for which it is not responsible and over which it has no
control; provided, however, that the foregoing provision shall not apply to a
failure of Lessee to provide the amounts of insurance contained in Article
VII of this Agreement.
b. The waiver of any breach, violation or default in or with respect to
the performance or observance of the covenants and conditions contained
herein shall not be taken to constitute a waiver of any subsequent breach,
violation or default in or with respect to the same or any other covenant or
condition hereof.
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ARTICLE >N. ENVIRONMENTAL MATTERS
Section 1. No Warranties By Lessor. Lessor has made no investigation of
environmental matters with respect to the Subject Property and makes no
representations or warranties to buyer as to environmental matters with
reference to the Subject Property.
Section 2. Lessor Held Har.mless. Lessee agrees to indemnify, defend and
hold Lessor, its officials, employees and agents harmless from any claims,
judgments, damages, fines, penalties, costs, liabilities (including sums paid
in settlement of claims) or loss, including attorneys' fees, consultants'
fees, and experts' fees which arise during or after the term or any renewal
term in connection with the presence or suspected presence of toxic or
hazardous substances on or within the property improvements, the soil,
groundwater, or soil vapor on or under the Premises, unless such toxic or
hazardous substances are present solely as a result of the negligence or
will ful misconduct of Lessor, its officials, employees or agents. Without
limiting the generality of the foregoing, this indemnification shall also
specifically cover costs in connection with:
a. toxic or hazardous substances present or suspected to be present on or
within the property improvements, the soil, groundwater or soil vapor on or
under the Premises before the date hereof; or
b. toxic or hazardous substances that migrate, flow, percolate, diffuse
or in any way move into, onto or under the Premises after the date hereof; or
c. toxic or hazardous substances present within, on or under the Premises
as a result of any discharge, dumping, spilling (accidental or otherwise)
onto the Premises during or after the term or any renewal term by any person
or entity.
Section 3. Radon Gas Advisory. As required by Section 404.056 (8),
Florida Statutes, the Lessee shall take note of the following:
RADON GAS: Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over
time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained fram your county
public health unit.
ARTICLE XVI. LESSOR CONTACT AND CORRESPONDENT
All correspondence, excepting official Notice as provided in Article
XVII, including but not limited to rent payments, insurance renewal
certificates, any and all proposed amendments or modifications of this lease
shall be directed by Lessee, its agents, contractors or assigns to:
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Real Estate Services Manager
City of Clearwater
P. O. Box 4748
Clearwater, Fl. 34618-4748
ARTICLE XVII. NOTICE
Any notice given by one party to the other in connection with the Lease
shall be sent by certified mail, return receipt requested, with postage and
fees prepaid:
1. If to the Lessor, addressed to: City Manager
City of Clearwater
P. O. Box 4748
Clearwater, Florida 34618-4748
2. If to the Lessee, addressed to:
Executive Director
Pinellas County Arts Council
400 Pierce Boulevard
Clearwater, Florida 34616
ARTICLE XVIII. ATTORNEYS FEES
In the event that either party seeks to enforce this agreement or to
interpret any provision of this agreement, by law or through attorneys-at-
law, or under advice therefrom, the parties agree that each party shall bear
its own costs, including attorneys fees.
ARTICLE XIX. EFFECTIVE DATE
The effective date of this lease shall be the 1ST day of June, 1997.
IN WITNESS WHEREOF,
this day of
the parties hereto have set their hands and seals
, 1997.
Signed, sealed & delivered
in the prese~:
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prinp~WN
Print name ~ ~.I'~
PINELLAS COUNTY ARTS COUNCIL
By:
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IN RE: THE HAVEN HOUSE LEASE (1997-2002)
issioner
Approved as to form and correctness:
~ c?--_.<=--
n Carassas
Assistant city Attorney
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CITY OF CLEARWATER
By:
Attest:
Clerk
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