DRAFT LEASE April 18, 2012

Transcription

1 DRAFT LEASE April 18, 2012 THIS LEASE (''Lease''), dated as of the day of 2012 by and between THE TOWN OF OXFORD, a Maryland Municipal corporation, ( Landlord ), and the YOUNG MEN S CHRISTIAN ASSOCIATION OF THE CHESAPEAKE, a Maryland nonstock corporation, ( Tenant ). WITNESSETH: 1. PREMISES That of and in consideration of the payment of the rent and performance of the covenants and agreements hereinafter set forth, Landlord leases to Tenant, and Tenant accepts from Landlord, that certain tract of approximately 2 acres of unimproved land located at the east end of Pier Street in the Town of Oxford, Talbot County Maryland, and more particularly described in the attached legal description and survey set forth on Exhibit A. Together with all improvements to be constructed thereon and all the rights, easements, ways, privileges and appurtenances, of whatever kind and nature, appertaining thereto ("Leased Premises''). Tenant acknowledges that upon default, or failure to renew this Lease, all permanent improvements, which cannot be removed without injury to the land, shall remain a part of the property, and shall become the property of the Town of Oxford. 2. PURPOSE The purpose of this Lease is to enable Tenant, at its sole cost and expense, to construct, operate and maintain a recreational aquatic and fitness center for the benefit of the members of the Tenant and the residents of Oxford and the surrounding community ( Facility ). Landlord shall have no monetary obligations or liability resulting from or relating to the construction,

2 operation or maintenance, or demolition of the Facility. 3. TERM 3.1 The term of this Lease shall be for a period of ninety-nine (99) years, which shall commence on the Effective Date (hereafter set forth in paragraph 4) and shall end ninety-nine (99) years thereafter. In the event that Tenant has not commenced construction of the Facility within three (3) years of the Effective Date, this Lease shall automatically terminate. 3.2 During the Term of the Lease, in the event that the Leased Premises is abandoned for use as a recreational aquatic and fitness center as described herein, or the use shall be changed from a recreational aquatic and fitness center, this Lease shall automatically terminate. 3.3 Upon Termination of the Lease at any time, (unless the Termination is the result of an Event of Default by Landlord as defined in Section 19.2 herein) at Landlord s sole discretion, the Landlord may assume the operation of the Facility, or may request that the Tenant demolish and remove the Facility, and any improvements or appurtenances constructed or installed on the Leased Premises. In the event that Landlord elects to demolish and remove the Facility and associated improvements, Tenant shall be responsible for all costs associated with the demolition and removal, and shall restore the Leased Premises to its original unimproved condition. Landlord shall have the right to require that Tenant post a bond or other financial security to cover the costs of demolition or removal. 4. EFFECTIVE DATE The Effective Date of this Lease shall be the date that Landlord approves and executes this Lease. 5. RENT The rental of the Leased Premises shall be one dollar ($1.00) per year, which Tenant

3 shall pay to Landlord on the Effective Date and on the anniversary of the Effective Date each year thereafter. 6. ARCHITECTURAL CONSTRUCTION PLANS AND PERMITS Promptly following the Effective Date, Tenant shall complete the preparation of architectural and construction plans for the construction of the Facility and all related improvements. Tenant shall be responsible for obtaining all necessary governmental permits and approvals for the construction and operation of the Facility from any state or local agency having jurisdiction over the same. 7. CONSTRUCTION Tenant shall be solely responsible for all costs and expenses related to the construction of the Facility and all related improvements pursuant to the said approved architecture and construction plans. All work shall be performed in a good and workmanlike manner and in compliance with all applicable laws, ordinances, licenses and permits. 8. MAINTENANCE During the term of the Lease, Tenant at its cost shall be responsible for all costs associated with the maintenance of the Facility and all related improvements. Tenant shall maintain the Leased Premises in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests, and will not permit undue accumulations of garbage, trash, rubbish and other refuse. 9. OPERATION 9.1 During the term of the Lease, Tenant at its cost shall be responsible for all aspects of the operation of the Facility including the employment of all appropriate personnel for such operation.

4 9.2 During the term of the Lease, Tenant shall establish a local, Oxford advisory board ( Advisory Board ), which shall include members of the Oxford community. The Advisory Board shall meet no fewer than 10 times per year. Tenant will consult with the Advisory Board on matters such as operational aspects of the Facility, such as specific services or programs, hours of operation, group uses, and general rules governing the Facility. 10. QUIET ENJOYMENT Upon the performance of all covenants and conditions herein contained and on Tenant s part to be performed, Landlord agrees that Tenant shall have the peaceful and quiet possession, use and enjoyment of the Leased Premises. 11. USE OF LEASED PREMISES BY TENANT 11.1 The Leased Premises shall be used and occupied by Tenant solely for an aquatic and fitness center and accessory uses normally incidental thereto Tenant shall at all times use the Leased Premises in a safe, careful, proper and prudent manner and shall, at its expense, comply with all Federal, State and local Laws, ordinances, orders, rules, regulations, all agreements and covenants of public record pertaining to the Leased Premises now or hereafter in force. Tenant shall not use the Premises in any unlawful manner or in violation of any regulation of any governmental body, or in any manner to vitiate any insurance carried by the Tenant. Tenant shall not store or use, or permit others to use, within or on the Leased Premises, any hazardous or toxic substance or hazardous or toxic wastes or materials, as defined under applicable Federal or State law Tenant, at its expense, shall obtain all licenses and permits which may be required to use and occupy the Leased Premises for the purposes hereinabove provided.

5 12. TAXES AND ASSESSMENTS 12.1 Tenant shall bear, pay and discharge when due, and before any fine, penalty, interest or cost may be added thereto or become due or be imposed by operation of law, all existing and future taxes, assessments, duties, impositions, burdens and charges whatsoever which are lawfully levied, assessed, charged or imposed upon the Leased Premises, and to deliver promptly to Landlord upon Landlord's request proper and sufficient receipts or other sufficient evidence of payment and discharge of the same Landlord shall, upon receipt of same, promptly forward to Tenant all tax bills, notices of assessment or reassessment and any other information relating to the above taxes and assessments, which it may receive. Tenant, at its expense, shall be entitled to protest to the assessing authorities any special assessments and any increase in real estate assessments affecting its liability hereunder, petition for reduction of such assessments and appeal such protests and petitions. 13. UTILITIES Tenant shall be responsible for payment of charges for the utility services required by it. Where Landlord is the supplier of utility services, charges to Tenant shall be based on the schedule of charges generally applying to consumers of such utilities. 14. INDEMNIFICATION OF LANDLORD Tenant shall defend, indemnify and hold Landlord harmless from and against all liabilities, damages, claims, demands, causes of action, costs and expenses of any kind (including reasonable attorney s fees and costs of defense), suffered by or claimed against Landlord based on, arising out of or resulting from (i) Tenant s use, operation and occupancy of the Leased Premises, including any use by Tenant s invitees (ii) any act or omission of Tenant or Tenant s

6 agents, contractors, employees, invitees, or others for whom Tenant is legally responsible; (iii) any breach of any condition, covenant or obligation of this Agreement imposed on Tenant; or (iv) any injury to person or property or loss of life sustained in or about the Leased Premises. 15. LIENS OR ENCUMBRANCES Tenant shall indemnify Landlord against any liens, charges and encumbrances to which the Leased Premises become subject. 16. PUBLIC LIABILITY INSURANCE 16.1 Tenant shall maintain in full force and effect insurance with insurance companies acceptable to Landlord for the benefit of Landlord, covering the risks generally included in public liability and property damage insurance policies, in the sum of not less than Five Million Dollars ($5,000,000.00) on account of bodily injury, death or property damage as a result of any one occurrence, to protect Landlord to that extent from any suits arising out of accidents or injuries to persons or property that may occur on the Leased Premises Landlord shall be named as an insured on said policies and said policies shall provide for at least ten (10) days written notice to Landlord before cancellation or material amendment. Such policies or certificates thereof showing the same to be in force and effect shall be furnished by Tenant to Landlord. 17. WAVER OF REDEMPTION RIGHT Tenant hereby waives any right, which it may have under the laws of Maryland to redeem or acquire the Landlord's reversionary interest in the Leased Premises. 18. ASSIGNMENT AND SUBLETTING Tenant shall not assign this Lease in whole or in part, not sublet all or any part of the Leased Premises, without the prior written consent of Landlord.

7 19. DEFAULT Each of the following shall be deemed a default under the terms of this Lease (each of which shall be referred to individually as an "Event of Default" and collectively as "Events of Default"): 19.1 Failure by Tenant to perform any term, covenant, agreement or condition of this Lease on the part of Tenant to be performed after written notice thereof by Landlord to Tenant. Should Tenant not cure an Event of Default within six (6) months after written notice by Landlord, Landlord shall, at its election, have the immediate right of re-entry to the Leased Premises, and to thereupon terminate this Lease Any action by the Landlord (for which the Tenant has not consented) that makes it impossible for the Tenant to continue to operate the Facility in accordance with the provisions of this Lease, or which fundamentally alters the operations of the Facility (including, by way of example and not by limitation, a change in a law, zoning amendment or other legislative enactment). In the Event of Default by Landlord, Tenant shall have the right to terminate the Lease, and to remove any improvements or appurtenances for its sole use and benefit. 20. MISCELLANEOUS PROVISIONS 20.1 Any notice required or permitted by this Lease to be given by either party to the other may be either personally delivered or sent by registered mail properly addressed and prepaid, to the following addresses of the parties: Landlord: Town of Oxford, Post Office Box 339, Oxford, MD Tenant: Talbot County YMCA, 202 Peachblossom Lane, Easton, MD unless another address shall have been substituted for such address by notice in writing given by Landlord to Tenant or given by Tenant to Landlord. The date of giving of such notice shall be

8 the date of depositing the same in the mail (which may be evidenced by the postmark) or date of personal delivery No change or modification of this Lease shall be valid unless the same is in writing and signed by the parties. This Lease contains the entire agreement between the parties and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, expressed or implied between them other than herein set forth. ATTEST: THE TOWN OF OXFORD, by the Commissioners of Oxford Clerk Peter Dunbar Carole Abruzzese Gordon Graves ATTEST: YOUNG MEN S CHRISTIAN ASSOCIATION OF THE CHESAPEAKE By:

9 [Provide on next page for appropriate notarizations]