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FIVE YEAR LEASE AGREEMENT ..' I , LEASE AGREEMENT ~ THIS LEASE AGREEMENT is made and entered into this ~ day of ~ ' 1993, by and between the CITY OF CLEARWATER, a Florida Municipality, herein called the "Lessor", and THE CLEARWATER GROUP, INC., a Florida Corporation not-for-profit, 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 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. Article XVI. Section section section Article XVII. Article XVIII. ARTICLES TITLE TERM LEASEHOLD RIGHTS AND RESPONSIBILITIES 1. Use of Premises 2. Designated Parking Area 3. Annual Report Required 4. Maintenance of Premises 5. Repair and Improvements 6. utilities 7. Quiet Enjoyment LEASE RENTAL FEES AND PAYMENTS 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 ENVIRONMENTAL MATTERS 1. No Warranties By Lessor 2. Lessor Held Harmless 3. Radon Gas Advisory NOTICE EFFECTIVE DATE 1 j....' ,. i > I" ( '- I . r I I 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 712 North Osceola Avenue, Clearwater, Florida 34615; 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 the Premises and the mutual covenants contained in this Agreement, the Lessor and Lessee hereby agree as follows: ARTICLE I. TITLE The title of this lease is the Clearwater Group, Inc. lease. ARTICLE II. TERM The term of this lease shall be for a period of Five (5) years commencing on the Fifteenth day of April, 1993 and continuing through the 14th day of April, 1998 (the Termination 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 the same 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: A parcel of land being a portion of the NW 1/4 of the SE 1/4 of section 9, Township 29 South, Range 15 East, Pinellas County, Florida, being more particularly described as follows: Beginning at the SW Corner of Seminole Street and North Osceola Avenue, then run Southwesterly along the west R/W 138 feet, thence Northwesterly 301.6 feet, thence Northwesterly 147 feet, thence Southeast 254 feet to the Point of Beginning. (ALSO KNOWN AS 712 North Osceola Avenue, Clearwater, Florida.) Containing 1.1 acres. 2 s I f 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. The lessee is authorized and agrees to make the leased premises available to other civic groups within the city of Clearwater when the Lessee is not using the leased property for scheduled acti vi ties. These groups shall receive written approval by the City Manager or his designee prior to using the premises. c. The Lessee is further authorized to make a reasonable charge or charges to the approved group (s) using the premises, said charges to be authorized by the City Manager or his designee and used to defray the cost of maintaining the premises. d. 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. Desiqnated Parkinq Area. Lessee understands and agrees that the primary parking area for its members and guests is the designated parking area located west of the Little Theatre. The City-owned grass area adjoining the leased premises on the east boundary may be utilized as overflow parking by Lessee's members and guests, and Little Theatre members and guests. This grass area is to be used onlY after the designated parking area is fully utilized, except that persons who are physically unable to walk from the designated parking area may use the overflow area as required. Section 3. Annual ReDort Required. The Lessee agrees to submit an annual report to the City Manager, not later than January 31st of each calendar year, summarizing the use and services rendered by the lessee while occupying the leased premises. The report shall also contain the names of other organizations using the leased property and the number of times it was used by each organization. Section 4. Maintenance of Premises. The Lessee shall properly maintain the leasehold in a clean and orderly condition. Section s. ReDairs and ImDrovements. a. Lessee may make whatever repairs, alterations and improvements to the premises it deems necessary, providing that the 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 in the opinion of the City Building Official, the Lessor may terminate this Agreement upon fifteen (15) days written notice. 3 , , I r 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 6. utilities. Lessee shall pay all bills for electrical and utility services before such bills become delinquent. section 7. Ouiet Eniovment. 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 hinderance or interruption by the Lessor. ARTICLE V. LEASE RENTAL FEES AND PAYMENTS 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 nonexclusive lease, right and privilege to use the property described herein. ARTICLE VII. 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 VIII. 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 SCODe 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 Bodily Injury 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. 4 ',~ . J I 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 officers, 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 and approved by the Lessor's Risk Manager before execution of this Lease agreement by authorized city officials. ARTICLE IX. CASUALTY DAMAGE TO PREMISES section 1. ReDarable Damaae. Any 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. A $2,000 bond to guarantee the completion of such restoration shall be posted wi th the Lessor by the Lessee upon the execution of this lease by both parties to this agreement. section 2. CatastroDhic Damage. In the event of total destruction of or catastrophic damage to the demised 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 Recoverv Riahts. rights of recovery against the other party occurring to the demised premises in the Sections 1 and 2 above which is covered by Both parties waive any and all for any direct or indirect loss event of damage categorized in insurance. ARTICLE X. 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. 5 r t' I r ARTICLE XI. 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 (knows 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 XII. 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. 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. 6 ,. ~.~ ~ I I ARTICLE XIII. 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 written 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 XIV. 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 XV. DEFAULT AND TERMINATION section 1. Termination bv Lessee. This Agreement shall be subject to termination by Lessee in the event of anyone or more of the following events: a. Lessor determines at a duly constituted City commission meeting that the building or property (said premises) is needed for other municipal services and serves Lessee with sixty (60) days notice of such intended use. b. Lessor determines that the premises are so extensively damaged by some casualty that it is impractical or inequitable to repair such leased premises. c. 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. section 2. Termination by Lessor. This Agreement shall be subject 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, 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 that a municipal need exists consistent with the City's charter. c. Lessee's vacating or abandoning the premises. 7 .' " " I I 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 Prooertv. 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 5. 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. ARTICLE XVI. ENVIRONMENTAL MATTERS section 1. No Warranties Bv 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 Harmless. Lessee agrees to indemnify, defend and hold Lessor, its officers, employees and agents harmless from any claims, judgements, damages, fines, penalties, costs, liabilities (including sums paid ln 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 willful 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: 8 " ~ , .;" r I I 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 occurrinq radioactive qas that, when it has accumulated in a buildinq in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state quidelines have been found in buildinqs in Florida. Additional information reqardinq radon and radon testinq may be obtained from your county public health unit. 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: The Clearwater Group, Inc. P. O. Box 518 Clearwater, Florida 34617 ARTICLE XVIII. EFFECTIVE DATE The effective date of this lease shall be the Fifteenth day of April, 1993. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this day of , 1993. 9 --lIr I I ACKNOWLEDGEMENTS: The Clearwater Group, Inc. lease M. J ., City Attorney WITNESSES as to Lessee: -=~J-7~~ azg~ 10 By: Manager C~-e_~ l.a E. THE CLEARWATER GROUP, INC. By: f:\r4 ii. JI~ ~on Gar~r, President C;Y~'-~~~~ Jackie Thompson , ft., I Cone. Curb 9.75'- F.C.M. stone Walls ~ o o o 0,j 0,j h o o ~ ~ ~ F.C.M. 122.29 SW OSCEOI_A CLWRGRP.DWG ,9.75' 40' I- W W 0:::: I- (j) - o o W o ~ N 0 N Z 2 w (j) F.C.M. 40' F.C,M. P.O,B. AVE. I EXHIBIT "A" z \ - N.T.S. NOTE: This is not a survey. N.