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LEASE AGREEMENT (2)DRAFT 2/21/2024 LEASE AGREEMENT THIS LEASE AGREEMENT is made this _ day of , 2024 (the "Effective Date"), by and between THE CITY OF CLEARWATER, FLORIDA, a municipal corporation, hereinafter called "City" and the PINELLAS SUNCOAST TRANSIT AUTHORITY, a Florida independent special district, hereinafter called "PSTA". WITNESSETH: WHEREAS, City is the owner of that certain parcel of land and the transit facility (the "Existing Facility") and other improvements constructed thereon located on Garden Avenue in the City of Clearwater, Florida and more particularly described on Exhibit A, attached hereto and incorporated herein (said land, Existing Facility and other improvements being referred to collectively herein as the "Property"); WHEREAS, City and PSTA are parties to that certain Exchange Agreement dated October 6, 2022 (the "Exchange Agreement"), pursuant to which the City exchanged the Property for other properties located at 701 Court Street, 710 Court Street, and 701 Franklin Street in the City of Clearwater and as more particularly described in the Exchange Agreement, upon which PSTA intends to construct a new facility (the "New Facility"); WHEREAS, pursuant to the terms of the Exchange Agreement and to facilitate PSTA's continued services to the residents of Clearwater, City has agreed to lease the Property to PSTA until such time as the construction of the New Facility has been completed; WHEREAS, PSTA desires to lease from City and the City desires to lease to PSTA the Property on the terms, covenants and conditions set forth in this Lease; NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions and agreements herein set forth, the parties agree as follows: 1. AGREEMENT TO LEASE: The City leases and demises unto the PSTA, and the PSTA rents and hires from the City, the Property. 2. TERMS OF LEASE AND RENTAL: (A) This Lease shall commence on the Effective Date and continue for five (5) years (the "Initial Term"). This Lease may be renewed for a second period of five (5) years (the "Extended Term" and together with the Initial Term, the "Term") upon the mutual agreement of the Parties (B) This Lease shall automatically terminate thirty (30) days after PSTA receives a certificate of occupancy for the New Facility unless otherwise terminated earlier as set forth herein. (C) PSTA shall pay no rent during the Term of this Lease. PSTA shall be responsible for all other costs associated with its occupancy and operations as described in Paragraph 4 below. 3. RECAPTURE: In accordance with City of Clearwater Charter, Article II, Section 2.01(d)(5)(viii), the City shall have the right to terminate this Lease if the Property is needed by the City for a public purpose by providing at least one hundred eighty (180) days' prior written notice to PSTA (the "Recapture"). Upon the delivery of a notice of Recapture, PSTA shall have the option to require the City to locate and lease another parcel of real property to PSTA for the purpose of operating a temporary transit facility for the remainder of the Term, located m down- town. Clearwater, which shall be defined for this purpose as the area within or immediately adjacent to the City of Clearwater Community Redevelopment Area boundary, as agreed to by the parties and as acceptable to PSTA ("Alternate Lease Parcel"). The Alternate Lease Parcel located by the City shall be accessible to busses, no smaller than 38,000 square feet, and otherwise suitable for use as a temporary transit facility. The lease of the Alternative Lease Parcel shall be made on the same material terms and conditions of this Lease. PSTA shall provide notice to City of its option to require an Alternate Lease Parcel within 30 days of its receipt of the notice of Recapture. 4. IMPROVEMENTS: PSTA shall be responsible for all costs and expenses whatsoever in connection with the construction of improvements on the Property or Alternative Lease Parcel as PSTA deems necessary for its use and operations, including, but not limited to, design, permitting, construction, infrastructure, paving, and other associated appurtenances. Upon either the expira- tion of the Term or the termination of this Lease, whichever occurs first, PSTA may, at its sole discretion, remove its installations, alterations, additions, partitions, fixtures, and anything in the nature of improvements made or installed by PSTA on the Property or the Alternative Lease Par- cel. All improvements not so removed shall vest in the City upon termination of the Lease. 5. USE: PSTA shall continue its use and occupation of the Property and the Existing Transit Facility in connection with the transportation services it provides to the public and any and all other incidental uses. 6. ASSIGNMENT OR SUBLEASE: This Lease may not be assigned nor the Property or any portion thereof be sublet by the PSTA, to any person, company or corporation, except a successor organization whose purpose is substantially the same as PSTA, without the express written consent of City, which shall not be unreasonably withheld, delayed or conditioned. City shall have the right to assign or transfer its interest in the Property and in this Lease to a successor in interest who shall expressly assume the obligations of City hereunder. 7. UTILITIES / JANITORIAL: PSTA agrees to pay for all charges for electrical, telephone, internet services, gas, water and sewer utilities, trash and garbage removal with respect to the Property. PSTA shall be responsible and pay for janitorial services for the Property. 8. MAINTENANCE: PSTA shall be responsible for all maintenance on the Property, includ- ing, but not limited to: (i) lawn and parking lot maintenance; (ii) all costs of any routine, non - capital maintenance or capital maintenance; (iii) repairs to any part of the Property and the im- provements thereon (and all fixtures); (iv) costs of obtaining and maintaining policies of hazard and casualty insurance and liability insurance, if any; and (v) any other costs arising in connection with the occupancy, maintenance and use of the Property. Without limiting the foregoing, PSTA shall be responsible for and shall pay all costs of any repairs or replacements, including capital repairs, for damage to the Lease Parcel and/or improvements and fixtures thereon, provided, however, that PSTA shall not be responsible for the repair and/or replacement of the Existing Structure in the event of a casualty, or for any repairs costing in excess of $10,000.00. 9. TAXES: The parties intend that this Lease be for municipal purposes and not subject to ad valorem taxation, however, in the event that any ad valorem taxes are assessed on the Property, PSTA shall be responsible for the payment of any such ad valorem taxes that may be assessed on the Property 10. ASSESSMENTS AND DUES: PSTA shall pay all applicable association dues, assessments or other fees associated with its use and occupation of the Property. 11. NO WASTE, OR UNLAWFUL PURPOSES: PSTA shall not commit, or allow to be committed, any waste on the Property, or knowingly allow the Property to be used for any unlawful purpose. 12. INSURANCE: PSTA will maintain hazard insurance for the Property. PSTA will main- tain casualty insurance in compliance with Florida Statutes §768.28 and will maintain liability, automobile liability and workers compensation insurance. 13. CASUALTY: In the event the Existing Facility is destroyed or so damaged or injured by fire or other casualty during the term of this Lease, whereby the Existing Facility shall be rendered unusable, then PSTA, at its sole option, may either (i) replace the Existing Facility; or (ii) terminate this Lease. 14. ALTERATIONS AND IMPROVEMENTS: PSTA may, without the prior written con- sent of City, demolish all or a portion of the Existing Structures and replace them with bus shelters. Provided, however, that such demolition and construction shall be at PSTA's sole cost and ex- pense. For the avoidance of doubt, nothing in this Section 14 shall require PSTA to demolish or replace the Existing Structures. 15. DEFAULTS AND REMEDIES: If PSTA shall remain in default under any condition of this Lease and the default is not cured within thirty (30) days of written notice by City to PSTA of said default, or such longer cure period as may be mutually agreed upon by the par- ties, or should any other person other than PSTA secure possession of the Property, or any part thereof, City may, at its option and in addition to any other remedies available under Florida law, elect to terminate this Lease, retake possession of the Property, and dispossess PSTA by summary proceedings or otherwise, in accordance with law, and remove PSTA's effects from the Property and hold the Property as though this Lease had not been made, without being liable for trespass and damages. All rights and remedies of City under this Lease shall be cumulative, and none shall exclude any other right or remedy at law. Such rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises. 16. INDEMNIFICATION: (A) To the extent permitted by law, PSTA shall defend at its expense, pay on behalf of, hold harmless and indemnify City, its officers, employees, agents, invitees, elected and appointed officials and volunteers from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (whether or not a lawsuit is filed) including, but not limited to, costs, expenses and attorneys' fees at trial and on appeal (collectively, "Claims") for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any person or persons, which damage or injuries are alleged or claimed to have arisen out of any negligent act or omission of PSTA, its officers, employees, agents, invitees, elected and appointed officials, contractors and subcontractors, and volunteers or out of the failure of PSTA, its officers, employees, agents, invitees, elected and appointed officials, contractors and subcontractors, and volunteers, to comply and conform with any applicable law, statute, ordinance or regulation now or hereinafter in force including, but not limited to, violations of the Americans with Disabilities Act and any current or future amendments thereto. Nothing contained in this Lease and specifically this indemnification provision is intended to nor shall it be construed as an additional waiver of sovereign immunity beyond the expressed written contractual obligations of the City contained within this Lease. Excluded from the PSTA's indemnification obligation are any claims for which PSTA is immune from suit under the doctrine of sovereign immunity or for any amount of a claim exceeding the limitations of liability established by Section 768.28, Florida Statutes. (B) To the extent permitted by law, City shall defend at its expense, pay on behalf of, hold harmless and indemnify PSTA, its officers, employees, agents, invitees, elected and appointed officials, contractors and subcontractors, and volunteers from and against any and all Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any person or persons, which damage or injuries are alleged or claimed to have arisen out of any negligent act or omission of City, its officers, employees, agents, invitees, elected and appointed officials and volunteers or out of the failure of City, its employees, agents, representatives, contractors, subcontractors or volunteers, to comply and conform with any applicable law, statute, ordinance or regulation now or hereinafter in force including, but not limited to, violations of the Americans with Disabilities Act of 1990 and any current or future amendments thereto. Nothing contained in this Lease and specifically this indemnification provision is intended to nor shall it be construed as an additional waiver of sovereign immunity beyond the expressed written contractual obligations of the City contained within this Lease. Excluded from the City's indemnification obligation are any claims for which the City is immune from suit under the doctrine of sovereign immunity or for any amount of a claim exceeding the limitations of liability established by Section 768.28, Florida Statutes. (C) City shall not be responsible or liable to PSTA or to those claiming by, through or under PSTA for any damage to either person or property that may be occasioned by or through the acts or omissions of third parties. (D) PSTA shall give prompt notice to the City in case of (i) fires, (ii) significant accidents involving serious injuries to persons (including death, dismemberment and/or serious hospitalization), (iii) significant accidents involving damage to personal property valued in excess of $10,000.00, or (iii) other serious casualties on or about the Property. Notwithstanding the foregoing, PSTA shall only be required to give notice to City of any events covered in this section 16(d) if and to the extent that PSTA has knowledge of such events. 17. ABANDONMENT: If during the term of this Lease, PSTA shall abandon, vacate, or remove (other than in the normal course of business) from the Property the major portion of goods, wares, equipment, or furnishings usually kept on the Property, or shall otherwise breach this Lease, City may, at its option, cancel this Lease in the manner stated in paragraph 15 hereof. 18. SIGNS: PSTA may affix, replace or repair signs outside and inside the Existing Facility where signage presently exists or install new signage in areas which may be designated by City; provided, however, such designated areas are to be located so as to be reasonably visible from the roadways and driveway entrances. Signage and installation of such signage will be at PSTA's sole expense. This paragraph 18 shall only apply to signage which is larger than 10'x 10' . 19. RECORDING: This Lease shall not be recorded in the public records by either party. 20. ATTORNEY'S FEES: If PSTA or City defaults in the performance of any of the covenants of this Lease and by reason thereof either employs the services of an attorney to enforce performance of the covenants by this Lease, to evict PSTA, or to perform any service based upon said default, then in any of said events, the parties hereto agree to pay a reasonable attorney's fee, and all expenses and costs incurred by the non -defaulting party pertaining thereto and in enforcement of any remedy available to them shall be borne by the defaulting party. 21. WAIVER: No waiver of any condition or covenant of this Lease by City shall be deemed to imply or constitute a further waiver by City of any other condition or covenant of this Lease. The rights and remedies created by this Lease are cumulative and the use of one remedy shall not be taken to exclude or waive the right to the use of another, unless prohibited by law. 22. CITY'S RIGHT OF ENTRY: City, or any of his agents, shall have the right to enter the Property during all reasonable hours and upon giving reasonable prior notice to examine the same. City shall not exercise its rights under this paragraph in such a manner as would result in a disruption of PSTA's use and enjoyment of the Property under the terms of this Lease. City's right of entry under this paragraph shall be predicated upon twenty-four (24) hours' notice to PSTA, unless dictated by emergency or with PSTA's consent. 23. PERSONAL PROPERTY: All personal property on the Property or in the Existing Facility shall be and remain at PSTA's sole risk of loss (except for damage occasioned thereto by negligence or intentional wrongdoing of the City), and City shall not be liable for any damage to nor loss of such personal property arising from any acts of negligence of any other persons, nor from the leaking of the roof, nor from the bursting, leaking, or overflowing of water, sewer, steam pipes, or plumbing fixtures; nor from electric wiring or fixtures; nor from any other cause whatsoever; nor shall City be liable for any injury to the employees of PSTA or other persons in the Property; PSTA expressly agreeing to hold City harmless in all such cases unless such damage or injury is due to negligence of City. 24. NO BENEFIT TO THIRD PARTIES: City and PSTA are the only parties to this Lease and as such are the only parties entitled to enforce its terms. Nothing in this Lease gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise to third parties. 25. NO CONSTRUCTION AGAINST PREPARER OF AGREEMENT: This Lease has been prepared by the PSTA and reviewed by the City and its professional advisors. The City and PSTA believe that this Lease expresses their agreement and that it should not be interpreted in favor of either the City or PSTA or against the City or PSTA merely because of their efforts in preparing it. 26. SURVIVABILITY: All covenants and conditions (including but not limited to indemnification agreements), set forth in this Lease, the full performance of which are not required prior to the expiration or earlier termination of this Lease, and all covenants and conditions which by their terms are to survive, shall survive the expiration or earlier termination of this Lease and be fully enforceable thereafter. 27. SEVERABILITY: If any term, covenant or condition of this Lease, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term, covenant, or condition to persons or circumstances other than those as to which it was held invalid or unenforceable, shall not be affected thereby and each term, covenant, or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law. 28. MODIFICATION: Any modification of the Lease shall be mutually agreed upon and reduced to writing and shall not be effective until signed by the parties. 29. NOTICES: All notices required under this Lease shall be deemed to be properly served if sent by certified mail to the last address previously furnished by the parties. Date of service of such notice is the date such notice is deposited in a post office of the United States Post Office Department, postage prepaid. Until hereafter changed by the parties by notice in writing, notices shall be sent to City at: City of Clearwater — City Attorney's Office Attn: David Margolis 600 Cleveland Street, Suite 600 Clearwater, Florida, 33755 Phone: 727-562-4010 and to PSTA at: Chief Executive Officer Pinellas Suncoast Transit Authority 3201 Scherer Drive St. Petersburg, Florida 33716 Fax No. 727-540-1913 With copy to: Alan S. Zimmet, General Counsel Bryant Miller Olive, P.A. One Tampa City Center, Suite 2700 Tampa, FL 33602 Fax: (813) 223-2705 30. WRITTEN AGREEMENT: The Lease contains the entire agreement between the parties hereto as it relates to the Lease of the Property, and it may be modified only by an agreement in writing executed by City and PSTA with the same formalities as this Lease. 31. TIME: It is understood and agreed between the parties hereto that time is of the essence in the performance of all the terms and provisions of this Lease. Time periods herein shall include Saturdays, Sundays, and state and national legal holidays. 32. RELATIONSHIP OF THE PARTIES: The relationship between the parties is that of owner and tenant of real property. This Lease is not intended to create any other relationship, including but not limited to a partnership or joint venture between the City and PSTA, or principal/agent relationship between them. 33. PARAGRAPH TITLES OR CAPTIONS: The title or captions appearing at the beginning of each numbered paragraph in this Lease are for the purposes of easy reference and shall not be considered a part of this Lease or in any way modify, amend, or affect the provisions hereof. 34. 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 from your county public health unit. 35. PEACEFUL POSSESSION: Subject to the terms, conditions and covenants of this Lease, City agrees that PSTA shall and may peaceably have, hold, and enjoy the Property above described without hindrance or molestation by City. 36. NON -APPROPRIATION: The obligation of the City or PSTA to fund any expenditures required by this Lease shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City or PSTA services have been budgeted and appropriated, sufficient monies for the funding of any expenditures that are due during that year. In the event either the City or PSTA, in their sole discretion, determines that sufficient budgeted funds are not available to appropriate for payments due by each respectively under this Lease, the City or PSTA shall notify the other party of such occurrence and this Lease shall terminate on the last day of the current fiscal period without any penalty or expense to the terminating party. Notwithstanding the foregoing, neither the City nor PSTA shall be prohibited from pledging any legally available non -ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of the City or PSTA pursuant to this Lease. 37. EMINENT DOMAIN PROCEEDINGS: In the event eminent domain proceedings result in the condemnation of a part of the Property leased herein, and said condemnation leaves the remaining Property unusable by PSTA, PSTA shall have the option to terminate this Lease. 38. NO WAIVER: Waiver by either party of strict performance of any provision of this Lease shall not be a waiver of or prejudice the party's right to require strict performance of the same provision in the future or of any other provision. 39. APPLICABLE LAW, VENUE, AND JURISDICTION: This Lease shall be governed by and be interpreted in accordance with the laws of the State of Florida. Venue for state court actions shall lie solely in the state courts in Pinellas County. Venue for federal court actions shall lie solely in the Middle District of Florida, Tampa Division, unless a division is created in St. Petersburg, or Pinellas County, in which case the action shall be brought in that division. Each party waives any defense of improper or inconvenient venue as to either court and consents to personal jurisdiction in either court. 40. AUTHORITY OF PSTA: PSTA does hereby warrant that it has full and lawful authority to execute this Lease and to comply in all respects with the terms and conditions thereof. The undersigned agent for PSTA is vested by appropriate resolution of the PSTA Board of Directors with the authority to sign this Lease and to thereby bind, in all respects, PSTA. 41. CITY APPROVAL AND ACTION: For the purposes of this Lease, any required written consent, permission, approval or agreement ("Approval") by the City means the approval of the city council unless otherwise set forth herein and such Approval shall be in addition to any and all regulatory approvals for permits and/or other licenses required by law or this Lease. For the purposes of this Lease any right of the City to take any action permitted, allowed or required by this Lease, may be exercised by the city council, unless otherwise set forth herein. The City does hereby warrant that it has full and lawful authority to execute this Lease and to comply in all respects with the terms and conditions thereof. The undersigned agent for the City is vested by appropriate resolution of the city council with the authority to sign this Lease and to thereby bind, in all respects, the City. IN WITNESS WHEREOF, the parties have executed this Lease effective as of the date last written below. ATTEST: PINELLAS SUNCOAST TRANSIT AU- THORITY, a Florida independent special district Print Name: By: Name: Brad Miller, Chief Executive Officer Date: CITY OF CLEARWATER, FLORIDA APPROVED AS TO FORM: Alan S. Zimmet General Counsel Countersigned: By: Brian J. Aungs Jennifer Poirrier Mayor City Manager Approved as to form: 77/4<,4 David Margolis City Attorney Rosemarie Call City Clerk Date: /G lQJI I l L -0Y EXHIBIT "A" The Property A PORTION OF LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9 AND 10 OF BLOCK 11, MAGNOLIA PARK, AS RECORDED IN PLAT BOOK 3, PAGE 43 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA; MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID BLOCK 11 THENCE ALONG THE EAST LINE OF SAID BLOCK 11 AND WEST RIGHT OF WAY OF SOUTH MYRTLE AVE- NUE SOUTH 00°02'05" WEST, A DISTANCE OF 314.75 FEET TO THE SOUTHEAST COR- NER OF SAID BLOCK 11; THENCE ALONG THE SOUTH LINE OF SAID BLOCK 11 AND NORTH RIGHT OF WAY LINE OF COURT STREET NORTH 89°32'08" WEST, A DIS- TANCE OF 199.84 FEET TO A POINT ON THE EAST LINE OF LAND DESCRIBED IN OF- FICIAL RECORDS BOOK 19024, PAGE 1041, AS RECORDED IN THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, THENCE THE FOLLOWING TWO COURSES ALONG THE EAST AND NORTH LINE (RESPECTIVELY) OF SAID PARCEL: 1.) NORTH 00°39'09" EAST, A DISTANCE OF 129.11 FEET; 2.) NORTH 89°49'15" WEST, A DIS- TANCE OF 60.62 FEET TO A POINT 15.00' EAST OF THE RIGHT OF WAY OF SOUTH EAST AVENUE; THENCE ALONG A LINE 15.00' PARALLEL WITH AND EAST OF SAID EAST RIGHT OF WAY LINE OF SOUTH EAST AVENUE NORTH 00°18'50" WEST, A DISTANCE OF 185.46 FEET TO A POINT ON THE NORTH LINE OF BLOCK 11 AND SOUTH RIGHT OF WAY LINE OF FRANKLIN STREET; THENCE ALONG SAID NORTH LINE OF BLOCK 11 AND SOUTH RIGHT OF WAY LINE OF FRANKLIN STREET SOUTH 89°38'39" EAST, A DISTANCE OF 260.19 FEET TO THE POINT OF BEGINNING. CONTAINING 1.70 ACRES, MORE OR LESS.