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FIVE YEAR LEASE AGREEMENT (7) LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into this tiI/)~ day of ~ 200~ by and between the CITY OF CLEARWATER, a Florida Municipality, herein called the "Lessor", and HEAD START CHILD DEVELOPMENT & FAMILY SERVICES, INC., a community action program under the Department of Health and Human Services, and the Pinellas Opportunity Council, Inc. herein called the "LesseeD. 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 Article XII. Article XIII. Article XIV. Section Section Section Section Section 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. 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 'I T": ,~" Page 1 Article xv. Section Section Section Article XVI. Article XVII. Article XVIII. 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 WITNESSETH: WHEREAS, the Lessor has ownership of and control over the use of the vacant City-owned lot corrunonly known as 918 Palmetto Street, Clearwater, Florida 33755; 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 Premi ses and the mutual the Lessor and Lessee hereby ARTICLE I. TITLE The title of this lease is the HEAD START - PALMETTO lease. ARTICLE II. TERM The term of this lease shall be for a period of Five (5) years corrunencing on the 1st day of February. 2006 (the Commencement Date) and continuing through the 31st day of January. 2011 (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 additional terms of Fi ve (5) years each as consistent with the Clearwater City Charter, 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: Lot 5, PENNSYLVANIA SUBDIVISION, according to the map or plat thereof as recorded in Plat Book 21, Page 80 of the Public Records of pinellas County, Florida. Containing 5,200 Square Feet (0.119 Acres), more or less. Page 2 ARTICLE IV. RIGHTS AND RESPONSIBILITIES Section 1. Use of Premises. a. Lessee shall use the demised premises for the purpose of providing playground space, and children's playground equipment to be determined by Lessee, to be used in association with the Sanderlin Head Start Center preschool nursery conducted, operated and supervised by Lessee at 920 Palmetto Street, Clearwater, Florida. Lessee agrees that it will maintain children's playground equipment in proper order and good repair and that said playground shall be made available without charge to others not enrolled in the Head Start program; providing only that Lessee may make reasonable rules and regulations concerning the persons who may use it and the times and manner in which it shall be used. All playground equipment shall be considered personal property ,of Lessee and subject to removal upon lease termination. 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. :-'.,(f Section 2. Maintenance of Pr~;ses. The Lessee shall properly maintarri the leasehold in a clean and orderly condition. Section 3. ReDairs and Imorovements. a. Lessee may make at its sole expense 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. 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 usediri the premises, or any improvements, repairs, or alterations thereof. Section 4. Utilities. Lessee shall pay all bills for electrical arid utility services, if any, before such bills become delinquent. Section 5. Ouiet En;ovment. 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. Page 3 ART:ICLE 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. ART:ICLE V:I. 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. ART:ICLE V:I:I. :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 Ltmits of :Insurance. Comprehensive General Liabi1i ty Insurance procured in accordance with this article shall have minimum coverage limits of $300,000 with respect to personal injury or death to anyone (1) person and with respect to personal injury or death arising out of anyone (1) occurrence; and $100,000 with respect to property dama9'~ arising out of anyone (1) occurrence. Further, Lessee shall, from and after the Commencement Date, keep insured the bui1ding(s), if hereafter constructed 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 II extended coverage. II 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 asa 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 Coveraae. 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 Public Works DeDartmeDt, ATTENTION: Real Estate Services Manager, and approved by the Lessor I s Risk Manager before execution of this Lease agreement by authorized City officials. Page 4 ARTICLE VIII. CASUALTY DAMAGE TO PREMISES Section 1. Reoarable Damaae. Any time any building as may hereafter be erected, or the 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. Section 2. Catastroohic Damaae. 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 Recovery Riahts. 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 any structure as may hereafter be erected, 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: Page 5 Section 1. No Exclusion From Use. No person shall be excluded from participation in, denied the benefits of, or otherwise be subj ected 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. SectiOon 3. 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. ARTICLE XII. DISCLAIMER OF WARRANTIES This Agreement constitutes the entire Agreement of the parties on the subj ect 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 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. Termdnation 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 I s satisfaction, such defaul t for a period of thirty (30) days after receipt of notice from Lessee to remedy the same. Page 6 b. Lessee determines that the premises, if hereafter improved, are so extensively damaged by some casualty that it is impractical or inequitable to repair such leased premises. c. The U. S. Department of Health and Human Services significantly reduces program funding to a point where Lessee is unable to continue to deliver the preschool program and family development services now offered at the Sanderlin Head Start Center. Section 2. Termination bv 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, 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 Council meeting that the lease premises are needed for any other purposes consistent with the City's charter, and serves Lessee with sixty (60) days notice of such intended use. c. Lessor determines that any improvements that may hereafter be erected upon the lease 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 pe deemed a waiver of any breach. Section 4. Removal of PrODertv. 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 I 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. Page 7 b. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants and condi tions 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 XV. ENVJ:RONMENTAL 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 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 I 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 6f 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 limi ting 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 ori 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 Advisorv. 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. Page 8 . . 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: Real Estate Services Manager City of Clearwater P. O. Box 4748 Clearwater, Fl. 34618-4748 ARTICLE XVII. OFFICIAL NOTICE Any Official 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 with copy to: City Attorney City of Clearwater P. O. Box 4748 Clearwater, Fl. 33758-4748 2. If to the Lessee, addressed to: Head Start Child Development and Family Services, Inc. 6698 68th Avenue North Pinellas Park, Florida 33781 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 February, 2006. Page 9 ~ 1 ,;, t IN WITNESS WHEREOF~ the.p~rties hereto have set their hands and seals this crl/#- day of ~ , 2006: Signed, sealed & delivered in the presence of: ~~~~<4-~~ LESSEE: HEAD START CHILD DEVELOPMENT AND FAMILY SERVI , INC. Witness signature By: Print name ~~~ ~~~ ~e.~S1~aCZ~ Print name ~f5; 'v fl. ?, 'e ~hoc/(" I Countersigned: -t.~/ r ~ ~ank V. Hibbard' Mayor LESSOR: CITY OF CLEARWATER By: ~~.,.-.1Md;J4"".- 4- William B. Horne, II City Manager "'. -. '~ '- , ~ " Approved as to form: Laur~ Assistant City Attorney Attest: . . ~-- :-- -'-.:.<- ~ , -- - ~ ': '.,. -- .: 11 ~', '/I.~-" r. 'g:~a.11':?' Cl ty i~rk --..... " .:,< /.,'. '.... .'.-.c....:: -; ".,..., '. -' ", '.- - -. Page 10