LEASE AGREEMENT BY AND BETWEEN

THE CITY OF STAMFORD

AND

GLENBROOK COMMUNITY CENTER, INC.

 

 

            THIS LEASE made this          day of                                , 2004, between the City of Stamford, a municipal corporation organized and existing under the laws of the State of Connecticut, acting herein by Dannel P. Malloy, its duly-authorized Mayor (hereinafter sometimes referred to as “Lessor”) and Glenbrook Community Center, Inc., a Section 501(c)(3) corporation organized and existing under the laws of the State of Connecticut acting herein by Thomas A. Pia, its duly-authorized President (hereinafter referred to as “Lessee”).

 

WITNESSETH

 

1.                  Demised Premises.  The Lessor hereby leases and demises to the Lessee and the Tenant hereby takes from the Landlord, the premises known as the Glenbrook Community Center, 35 Crescent Street, Stamford, Connecticut, which consists of a building and a parking lot and which is more particularly described in Schedule A, which is attached hereto and made a part hereof (hereinafter referred to as the “Demised Premises”) upon the terms and conditions and for the uses and purposes hereinafter provided.

2.                  Term.  The term of this Lease shall be for a period of five (5) years commencing from the date such Lease is approved by the Stamford Board of Representatives and terminating five (5) years from such date unless sooner terminated as is hereinafter provided (“Term”).  At the expiration of the initial Term, this Lease may be renewed for one (1) additional term of five (5) years (hereinafter referred to as the “Renewal Term”) upon the mutual agreement of the parties.  Lessee shall exercise its renewal option by giving the Lessor notice in writing to the Lessor at least six (6) months prior to the end of the Renewal Term.  If the Lessee fails to give such notice, then this Lease shall automatically terminate at the end of the initial Term.        

3.                  Rent.  The cumulative total of the rent to be paid by the Lessee for the entire term of this Lease shall be Ten Dollars and Zero Cents ($10.00) which shall be immediately due and payable upon the date of commencement of the term of this Lease. 

4.                  Use.  The Lessee shall utilize the Demised Premises exclusively to support the operation of a not-for-profit community center that shall provide only social, recreational and educational services to the general public.  Under no circumstances shall the Lessee use the Demised Premises for any other purpose whatsoever.  The Lessee shall be responsible for the administration and supervision of the Programs conducted therein at its sole cost and expense.  

No use shall be permitted on the Demised Premises wherein any pecuniary benefit accrues to any officer, director, or trustee of the Lessee, unless such use is specifically pre-approved in writing by the Director of Operations, subject to review by the Mayor.
5.    Approval.  This lease is subject to the approval of the Mayor,  Planning Board, Board of Finance, and the Board of Representatives of the City of Stamford. 
6.    Assignment.  The Lessee shall not be permitted to assign this Lease or any interest therein.
7.    Subletting.  The Lessee shall not sublease, permit, or license the Demised Premises or any part thereof unless:

a.                               Such sublease, permit or license shall comport with the uses permitted by this Lease in the reasonable judgment of the Lessor, and

b.                              Such sublease, permit or license shall be in writing and be pre-approved by the Lessor which pre-approval shall not be unreasonably withheld; and

c.                               Such sublease, permit or license provides that the sublessee, permittee or licensee shall indemnify and hold the City of Stamford, its officers, agents and employees harmless from any and all liability arising from any such use of the demised premises; and

d.           Such sublease, permit or license shall contain any and all insurance coverage(s) required by the Lessor’s Risk Manager. 

e.      All cash, in kind or other compensation to be provided to the Lessee shall be specifically reflected in the books and records of Lessee.

8.   Quiet Enjoyment.  The Lessee, provided it is not in default hereunder, shall peaceably hold, occupy and enjoy the Demised Premises for the Lease Term without hindrance, ejection or interference except as otherwise provided in this Lease or as permitted by law. 

9.         Lessee’s Covenants.  The Lessee agrees, warrants and represents that it shall commit no waste to the Demised Premises, nor suffer the same to be committed thereon, nor injure nor misuse the same; and further agrees, warrants and represents that the Lessee has neither the right nor the power to assign or hypothecate this Lease in any way whatsoever, except as otherwise provided in this Lease or make alterations to the Ddemised Ppremises, nor use the same for any purposes except as those expressly authorized herein.      The Lessee shall keep the Demised Ppremises in good condition, free of debris, safely and adequately for the uses and purposes hereby authorized. The Lessee shall deliver the Demised Ppremises up to Lessor upon the expiration or earlier termination of this Lease in reasonably good condition, normal wear and tear excepted, and the Lessee shall have no right nor obligation to remove any improvements to the Demised Premises without the prior written consent of Lessor. Likewise, any fixtures, equipment, furnishings, supplies or inventory which are purchased or obtained, during the term of this Lease, by or for the Lessee utilizing any City operating or other revenue funds, including but not limited to state and federal funds administered by the City, shall become the property of Lessor upon the expiration or sooner termination of this Lease in good condition, normal wear and tear excepted, at the option of Lessor.

10.       Default.  If Lessee should be in breach or default of or violate any of the terms and conditions of this Lease, or if the Lessee should assign or hypothecate this Lease or sublet the Demised Ppremises in a manner not provided by this Lease or otherwise dispose of the whole or any part of the Demised Premises or make any structural alterations therein without the prior written approval of the Lessor, or shall commit waste or suffer the same to be committed on said Demised Premises or injure or misuse the same, or shall cease to exist as an IRC qualified or Connecticut not-for-profit corporation, or shall be adjudicated bankrupt, or shall make a voluntary or involuntary assignment of its estate or effects for the benefit of creditors, or if a receiver of Lessee’s property shall be appointed, or if this Lease shall by operation of law, devolve upon or pass to anyone other than the Lessee, then this Lease shall thereupon, by virtue of this express stipulation expire and terminate, at the option of the Lessor, and the Lessor may, at any time thereafter re-enter said premises and shall have and possess all of the Lessor’s former estate, and without such re-entry, may recover possession thereof in the manner prescribed by the statutes relating to summary process; it being understood that no demand for rent nor re-entry for condition broken, as at common law, shall be necessary to enable the Lessor to recover such possession pursuant to said statutes relating to summary process, that any or all right to any such demand or any such re-entry is hereby expressly waived by Lessee.

11.       Compliance with Laws.  Lessee shall comply with all applicable federal, state and local laws, rules, regulations, ordinances, charters, statutes, codes, orders, policies and procedures including, but not limited to , the City Purchasing Ordinance as a non-city entity in accordance with Code Section 8-4 et seq.,  in relation to the use and occupancy of the Demised Premises and with respect to in the operation of the Programs, and any costs for non-compliance or violation of same shall be solely the responsibility of the Lessee.

12.       Access to Premises.  Lessor and its employees, officers, agents and independent contractors shall have the right to enter and inspect the Demised Premises at any reasonable time during business hours after oral or written notice to the Lessee, or at any time in case of emergency, for the purpose of ascertaining the condition of the Premises, curing at default on the part of the Lessee at the Lessee’s sole cost and expense, making major repairs and capital improvements.  Lessor shall have a copy of the most current key(s) along with any access and security codes to the Demised Premises for the purposes set forth in this paragraph.   

13.       Repairs; Maintenance.   Lessor shall be solely responsible for major repairs and, subject to the approval of and appropriation by, as the case may be, the Lessor’s Mayor, Planning Board, Board of Finance and Board of Representatives bas set forth in this Lease, shall have the right and power to make any and all capital improvements at its sole cost discretion and expense.  Lessee may, with the prior written approval of the Lessor, make major repairs and capital improvements at its sole cost and expense.  Lessee shall be solely responsible for performing all maintenance functions related to the Demised Premises and for performing all minor repairs to the Demised Premises including, but not limited to, the grounds, parking lots, sidewalks as well as the following:

a.                                           Ordinary repairs, including but not limited to plumbing, electrical, boiler, furnace, generator, heat, water, air conditioning and all other systems.

b.                                          Interior and exterior walls and glass, including mirrors.

c.                                           Snow and ice removal, water, sewer use and user charges effective from June 1, 2004 through the entire term of this Lease, electricity, heat, air conditioning, fuel oil, gas and other utilities.

d.                                          Custodial services, groundskeeping, landscaping, janitorial supplies, security and service agreements.

e.                                           Any and all other expenses for the operation of the Programs, if applicable, including but not limited to salaries of faculty, administrators, teachers and aides, supplies, equipment, furnishings, insurance, telephones, etc.

Lessor shall be responsible for refuse collection at the Demised Premises.   

14.       Books and Records; Audits.  Lessee shall maintain separate books and records for the income and expenditures, assets and liabilities, of its use of the Demised Premises and the operation of the Programs.  Such books and records shall include separate accounts from its organization wide operations and programs, if applicable. Lessee shall provide Lessor open and regular access to such books and records, as well as the books and records of its organization wide operations and programs, upon the demand of Lessor.  Lessee shall furnish Lessor with copies of annual certified independent audits prepared at the expense of the Lessee and certified to the Lessor in accordance with Generally Accepted Auditing Standards by a Connecticut licensed CPA, no later than August 1 of each calendar year after the close of each fiscal or calendar year, as the case may be.  Lessee shall furnish Lessor with copies of such certified independent audits as may be otherwise required of it as recipient of State and Federal funding, or otherwise, under the Connecticut Single Audit Act, Circular A-133 of the Office of Management and Budget, the City of Stamford Board of Finance Audit Policy, and the Connecticut Municipal Audit Act.

15.       Non-Appropriation.  Any obligation of Lessor to make payments or expenditures of any kind under this Lease shall be contingent upon the Lessor securing the requisite approvals and appropriation(s ) being duly passed pursuant to the laws of the City of Stamford.  

16.        Insurance Requirements.     The Lessee shall affect and maintain for the life of this LeaseLessee, commercial general liability and automobile liability insurance as shall protect the Lessee and the City of Stamford from claims for damages arising out of personal injury, including death, and claims for property damage, which may be suffered as a result of operations/completed operations under this Lease, whether such operations/completed operations are performed be by the Lessee or any employee or agent thereof.  The Lessee shall also affect and maintain for the term of this Lease the Agreement workers’ compensation insurance covering injuries or disease suffered by the Lessee’s employees.  The workers’ compensation insurance shall comply with all workers’ compensation statutes and regulations in the State of Connecticut.  The Lessee shall also maintain all risk property and boiler and machinery insurance, valued on a full replacement cost basis, which insures all real and personal property of the Lessee.   The City’s Risk Manager also reserves the right to require the Lessee to affect and maintain other insurance coverage under the Lessee that is deemed appropriate or necessary.

            The Lessee shall provide, at its own cost and expense, documentary proof of the following insurances to the Risk Manager of the City of Stamford: 

A.     Workers’ compensation – Statutory, which complies with the workers’ compensation regulations and laws of the State of Connecticut.

B.     Employer’s liability, with minimum limits of liability of $100,000 for each accident, disease each employee and policy limit for disease.

C.     Commercial general liability, subject to a minimum limit of liability of $1,000,000 2,000,000 combined single limit for bodily injury and property damage and $3,000,000 5,000,000 in the aggregate plus an umbrella policy for $1,000,000 additional coverage.  This insurance shall include, but not be limited to, bodily injury and property damage and the following coverages:

1.      Premises and operations liability.

2.      Products liability and completed operations, to be maintained for a period of not less than three years following termination or cancellation of the Agreement.

3.      Broad form contractual liability covering any indemnities contained in the Agreement.

4.      Personal injury and advertising liability.

5.      Swimming pool liability.

D.     Automobile liability insurance, with a minimum limit of liability of $1,000,000 combined single limit for bodily injury and property damage.  This insurance shall include, but not be limited to, bodily injury and property damage for the following:

1.      Owned vehicles

2.      Hired and leased vehicles

3.      Non-owned vehicles

F.         Any damages or losses beneath the applicable deductible(s) shall be repaired by the Lessee to the full satisfaction of the Lessor.

The City of Stamford and its employees, agents and officers shall be designated as additional insureds under the commercial general liability and automobile liability insurance policies. 

Thirty (30) days prior written notice shall be provided to the City of Stamford’s Risk Manager in the event of cancellation, termination or material change in any terms and conditions of any insurance policies required hereunder.

Any insurance required hereunder underwritten on a claims made, as opposed to an occurrence basis, shall contain a retroactive date not later than the date of execution of the Lease or commencement of the occupancy of the described premises by the Lessee, whichever is earlier, and an extended reporting period endorsement of not less than three years following vacating of the described premises or termination of the Lease, whichever is later.

All insurance coverage and certificates of insurance shall be approved by the City’s Risk Manager atprior to commencement of occupancy of the described premises or the execution of the Lease.  Other insurance coverages may be required by the City, which are predicated upon specific needs. Other insurance coverages, including increases to the minimum amount of coverage required hereunder, may be reasonably required by the City’s Risk Manager from time to time.

The Lessee agrees to waive any right of recovery against the City of Stamford and its employees, agents and officers for any claim, loss or damage of any kind or description whatsoever, which may or may not be covered under insurance required under this Lease.  All such insurance required under the Lease shall contain waivers of subrogation endorsements in favor of the Lessor and its employees, agents and officers except for negligent acts or omissions of the Lessor, its officers, employees, and authorized agents acting on Lessor’s exclusive behalf.

 In addition, all such insurance required hereunder shall be primary insurance, without any right of contribution from any insurance maintained by or on behalf of the Lessor and its employees, agents and officers.

If, at any time, any of the said insurance policies shall be or become unsatisfactory to the City as to form, substance and/or minimum coverage amounts, or if any insurance company shall become unsatisfactory to the City of Stamford, the Lessee shall promptly obtain a new insurance policy, submit same to the Risk Manager of the Lessor for approval and submit a certificate thereof as hereinabove required.  Upon failure of the Lessee to furnish, deliver or maintain same, this Lease, at the election of the Lessor, may forthwith be declared suspended, discontinued or terminated.  Failure of the Lessee in the above shall not relieve Lessee from any and all liability under the Lease, nor shall the insurance requirements be construed to conflict with the obligations of the Lessee concerning its liability or indemnification obligations under the Lease.

17.       Non-Waiver.  The failure of the Lessor to insist upon strict performance of any of the terms, conditions or covenants herein shall not be deemed a waiver of any rights or remedies that the Lessor may have; and shall not be deemed a waiver of any subsequent breach or default of the terms, conditions or covenants herein contained, the Lessor reserving the right to require strict compliance therewith at any time, with or without notice except as may be otherwise required herein.

18.       Condition of Demised Premises.  Lessee agrees, warrants and represents that it has examined the Ddemised Ppremises and that the demised premises are suitable for the uses and purposes intended by this Lease. No agreements, promises, covenants, warranties or representations have been made by the Lessor as to the condition of said Demised Premises upon which the Lessee has relied in entering into this Lease, and Lessee agrees to take the Demised Premises “As-Is” in its the Demised Premises’ present and existing condition.

19.       Indemnification.  Lessor shall not be liable for any injury or damage to person or property happening in and or on the parking lots, sidewalks, grounds, interior or exterior or any part of said premises by reason of any existing or future condition, defect, matter or thing, and Lessee agrees to indemnify and hold harmless the Lessor from any and all fines, claims, suits, actions, judgments, damages or liability arising there from and from anything otherwise arising from or out of the use and occupancy of said premises by the Lessee or the operation of the Programs.  Lessor shall not be responsible for the loss of or damage to property, or injury to persons occurring in and or on the Demised Premises or for the acts, omissions or negligence of other persons or Lessee, its employees, officers and agents, in and or on said pPremises, and Lessee agrees to indemnify and save Lessor harmless from all fines, claims, suits, actions, judgments, damages or liability for loss of or damage to property or injuries to persons occurring in and or on the Demised Premises by reason of any such acts, omissions or negligence. Lessee further agrees to indemnify and save harmless Lessor of and from any and all fines, claims, suits, actions, judgments, damages or liability and acts of any kind by reason of any breach, violation, or non-performance of any covenant or condition hereof or for the violation of any law, statute, regulation or order, on the part of Lessee, its agents, employees or officers.  The indemnifications provided herein by the Lessee shall not extend to any claims, etc., as may arise from the negligent acts or omissions of the Lessor, its officers, employees, and authorized agents acting on Lessor’s exclusive behalf.

20.       Mechanic’s Liens.  In the event that any mechanic’s lien is filed against the Demised Ppremises as a result of alterations, additions or improvements made by Lessee, Lessor, at its option, may pay the said lien provided that Lessor reasonably determines after inquiring into the validity thereof that the lien is valid and the amount claimed is due, and Lessee shall forthwith reimburse Lessor the total expenses incurred by Lessor in discharging the said lien., subject to the provisions of Paragraph 11 , supra.

21.       Notices.  All notices and demands, legal or otherwise, incidental to this Lease, or the occupation of the Demised Premises, shall be in writing.  If the Lessor or its agents desires to give or serve upon the Lessee any notice or demand, it shall be sufficient to send a copy thereof by certified or registered mail, addressed to the Lessee at the Demised Premises. All such notices to the Lessor from the Lessee shall be sent by registered or certified mail to the City of Stamford, Director of Operations, 888 Washington Boulevard, P.O. Box 2152, Stamford, Connecticut, 06904-2152, with a copy to the Director of Legal Affairs at said address.

22.       Holdovers.  In the event that the Lessee shall remain in the Demised Premises after the expiration of the term of the Lease without having executed a new written Lease with the Lessor, such holding over shall not constitute a renewal or extension of this Lease. The Lessor may, at its option, elect to treat the Lessee as one who has not removed at the end of its term, and thereupon be entitled to all the remedies against Lessee provided by law in that situation, or the Lessor may elect to construe such holding over as a tenancy from month to month, subject to all the terms and conditions of this Lease, except as to duration.

23.       Eminent Domain.  Eminent Domain; Condemnation.  In the event the whole or any part of the Demised Premises shall be taken under any power of eminent domain or condemnation, the Lessee hereby waives any claim to compensation for the Lessee’s loss of the fair market value of the Demised Premises..In the event the whole or any part of the Demised Premises shall be taken under any power of eminent domain or condemnation, the Lessee hereby waives any claim to compensation except, in case of a taking by the State or Federal Government or other political subdivision thereof other than the Lessor, Lessee may apply for such Lessee’s award as which shall in no way affect the value or amount of Lessor’s award.

24.       Amendment.  The parties agree to use their best efforts, in good faith, to amend or modify this lease, as may become necessary, to be in compliance with the CHEFA bond financing program.

25.       Entire Agreement.  This Lease contains the entire agreement between the parties and all representations relating to this tenancy or to the demised premises are included herein.

26.       Governing Law.  This Lease shall be construed in accordance with the laws of the State of Connecticut.

27.       Successors and Assigns.  This Lease shall be binding upon the parties, their successors, successors and assigns, trustees and legal representatives. 

28.       Miscellaneous.   Nothing in this Lease prevents the Glenbrook Community Center, Inc., from seeking financial assistance from the City through the normal budget process nor requires such assistance.

29.       Gifts-Political Contributions.    During the term of this contract, including any extensions, Lessee shall refrain from making gifts of money, goods, real or personal property or services to any appointed or elected official or employee of the City of Stamford or the Stamford Board of Education or any appointed or elected official or employee of their Boards, Commissions, Departments, Agencies or Authorities. All references to the Contractor shall include its officers, directors, employees, and owners of more than 5% equity in the contractor. Violation of this provision shall constitute a material breach of this Agreement, for which this Agreement may be summarily terminated.


IN WITNESS WHEREOF, the parties have executed this Lease on the date and year first above written.

                                                                        CITY OF STAMFORD

 

____________________________                By_________________________                                                                                                      Mayor Dannel P. Malloy                                                                                                           Duly-authorized

____________________________                                                                                                                                                   

GLENBROOK COMMUNITY CENTER, INC.

 

___________________________                  By___________________________                                                                                                  Thomas A. Pia, President                                                                                                          Duly-authorized

___________________________

                                                                       

 

Approved as to insurance requirements:

 

_______________________________

Donald Whiting

Risk Manager

 

Approved as to form:

 

_____________________________

Sybil V. Richards

Deputy Corporation Counsel

 


 

State of Connecticut     )          

                        )           sis:  Stamford                                                    , 2004

County of Fairfield        )

 

Personally appeared Dannel P. Malloy, Mayor of the City of Stamford, a signer and sealer of the foregoing instrument, who acknowledged the same to be the free act and deed of said City, and his free act and deed as Mayor thereof, before me.

 

 

                                                            _________________________________________

                                                            Sybil V. Richards, Esq.

Commissioner of the Superior Court

 

 

State of Connecticut     )          

                                    )           sis:  Stamford                                                    , 2004

County of Fairfield        )

 

Personally appeared Thomas A. Pia, President of the Glenbrook Community  Center, Inc., a signer and sealer of the foregoing instrument, who acknowledged the same to be his free act and deed, and his free act and deed as President thereof, before me.

 

 

                                                            _________________________________________

                                                            Commissioner of the Superior Court

                                                            Notary Public

                                                            My Commission expires on:


 

SCHEDULE A

(PROPERTY DESCRIPTION)