Operations Center Lease
Here is the text of Gilmour council #310’s lease with St Paschal Baylon and the Diocese of Cleveland, completed April 24, 2024…
LEASE AGREEMENT
THIS LEASE (the “Lease”) is entered into by and between Most Rev. Edward C. Malesic, Bishop of the Catholic Diocese of Cleveland as Trustee for St. Paschal Baylon Parish (the “Lessor”) and the Gilmour Council #310 Knights of Columbus, an Ohio non-profit corporation (the “Lessee”). This Lease shall be effective retroactive to January 1, 2024 (the “Effective Date”).
WITNESSETH:
1. PREMISES. Lessor holds title to certain property under an implied trust for the benefit of St. Paschal Baylon Parish of the Catholic Diocese of Cleveland (the “Parish”) and Lessor does hereby let and lease unto the Lessee for the term and upon the payment of the rents and keeping, performance and observance of all the terms, covenants, provisions, conditions and limitations set forth herein, a portion of such property situated in the City of Highland Heights, County of Cuyahoga and State of Ohio, and known as the garage located at 5384 Wilson Mills Road (the “Premises”). Although not included as part of the Premises, Lessee shall have a nonexclusive license to utilize Lessor’s parking lot in connection with the use of the Premises provided that such use shall not in any way interfere or hinder Lessor’s use of the same.
2. EQUIPMENT AND FURNISHINGS. Lessee shall supply all necessary furnishings and equipment required for its occupancy and operations on the Premises. All fixtures and equipment shall meet any and all Federal, state and local regulations, laws, requirements and standards with respect to the use and occupancy of the Premises.
3. TERM AND OCCUPANCY.
3.1 Term: This Lease shall be for a term of ten year(s) commencing on the first day of January, 2024, and ending on the last day of December, 2034 (the “Term”).
3.2 Occupancy: Lessee shall be granted occupancy of the Premises commencing on the Effective Date.
4. RENEWAL TERMS. Following expiration of the Term, the lease shall be automatically extended successively in two (2) year renewal terms, unless either party gives notice of intent not to renew at least one hundred eighty (180) days prior to the expiration of the then current Term or renewal term.
5. RENT. N/A
6. PURPOSE, USES, AND COMPLIANCE WITH LAWS.
Lessee shall bear full responsibility for the operation and use of the Premises, and ensure its use is exclusively limited to Knights of Columbus operations and for no other purpose. Lessee shall use and occupy the Premises in a careful, safe and proper manner; will not commit or suffer waste therein; will comply with all present and future laws, ordinances, rules, regulations and requirements of the United States of America, the State of Ohio and the appropriate local government respecting said Premises and the use and occupation thereof. Lessee shall make, at its sole cost, any and all repairs, modifications, alterations or additions to the Premises that may be required by any such laws, ordinances, rules, regulations or requirements, including but not limited to any repairs, modifications, alterations, or additions necessary to obtain a certificate of occupancy or to comply with any applicable building codes, fire/health and safety codes, with the Americans with Disabilities Act (as amended) or any similar state law. Lessee shall not use, or permit the
Premises to be used, in any manner that is contradictory to the teachings or mission of the Catholic Church, that promotes the espousal of any particular belief or viewpoint that is contradictory to the teachings of the Catholic Church as determined by the Bishop of the Catholic Diocese of Cleveland, or that is otherwise injurious to the reputation of the Parish, the Catholic Diocese of Cleveland, or the Bishop of the Catholic Diocese of Cleveland.
7. ALTERATIONS AND FIXTURES. Lessee may, upon obtaining the prior written consent of the Lessor, at its own expense, beginning with the execution of this Lease, from time to time during the term hereof or any extension hereof, make such improvements, alterations, additions, and/or changes (the "Alterations") in and to the Premises as it finds necessary or convenient for its purposes. All such work shall be done in a professional, good, and workmanlike manner and comply with all applicable ordinances, laws and regulations of all authorities having jurisdiction over the Premises and Lessee's use of said premises. Moreover, Lessee shall make such Alterations as reasonably recommended by the insurers issuing coverage on the Premises. Unless otherwise provided in the written consent, any such Alterations in or to the Premises shall become the property of the Lessor and be included in the Premises. Lessee shall, at its sole cost and expense, upon receipt of written instructions from the Lessor, remove any Alterations in or to the Premises made in violation of this paragraph and restore the Premises to the condition in which they were originally found.
8. REPAIRS AND CUSTODIAL REQUIREMENTS. Lessee shall keep and maintain the entire Premises neat and orderly and in good and sanitary order and condition during the entire term of this Lease, and Lessee shall make, at its sole cost and expense, all maintenance, repairs, and replacements to the Premises, whether interior or exterior, ordinary or extraordinary, structural or non-structural, including but not limited to any maintenance, repairs, or replacements relating to the roof, the building systems and those required to ensure that the Premises is compliant with all applicable health, safety, and building codes or as may be required to obtain an occupancy permit relating to Lessee’s use and occupancy of the Premises. Lessee shall also maintain and keep free of litter and debris the lawns, shrubbery, sidewalks, parking areas and grounds surrounding the Premises, at Lessee’s sole cost and expense. Lessee acknowledges and agrees that Lessor shall have no obligation whatsoever to make any repairs, maintenance, or replacements to the Premises.
9. MECHANIC'S LIENS. Lessee shall not permit any mechanic's, laborers', materialmen's or other liens to stand against the Premises for any labor, machinery or materials furnished or claimed to have been furnished in connection with any work performed or claimed to have been performed on the Premises solely for Lessee or under Lessee's control. If any such lien shall be filed or shall attach, the Lessee shall promptly either pay the same or procure the discharge of the same by giving security or in any manner required or permitted by law.
Lessee’s failure to do so within thirty (30) days of the filing of the lien or attachment shall result in the payment of the same by the Lessor and subsequent recovery of all expenses and costs from the Lessee. Lessee shall indemnify, hold harmless and defend the Lessor from and against all claims, demands, judgments, damages, all liens or encumbrances, and legal proceedings on account of such furnishing or claimed furnishing of labor, machinery or materials and shall promptly reimburse the Lessor for all costs and expenses thereof, including but not limited to reasonable attorney's fees, bond premiums and court costs.
10. UTILITIES AND OTHER SERVICES. Lessee agrees to reimburse Lessor for the cost of utilities upon request from Lessor.
12. SUBLETTING, ASSIGNING, AND LICENSING. Lessee for itself and its successors and assigns, covenants that it shall not sublet any portion of the Premises, shall not assign, mortgage or encumber this Lease or any interest herein, and shall not grant to any other person or party a license to use any portion of the Premises without the prior written consent of the Lessor.
13. LESSOR’S RIGHT TO ACCESS AND EXAMINE PREMISES. Lessor and its agents and representatives may enter upon the Premises at any time for the following purposes: (i) inspecting the Premises; (ii) making repairs, replacements, or alterations as allowed or required by the Lease; or (iii) confirming that the Lessee is complying with all terms of this Lease. Lessor shall use reasonable efforts not to unreasonably interfere with Lessee’s use of the Premises and shall give Lessee reasonable notice (which may be oral notice) of Lessor’s intent to enter upon the Premises. In the case of a real or apparent emergency, no such notice shall be required.
14. EXPIRATION. Lessee will surrender and deliver up the Premises upon the expiration or termination of this Lease in as good order and condition as the same now are, or may be put by the Lessor, reasonable use and natural wear and tear thereof, and damage by fire and unavoidable casualty, excepted. Any trade fixtures or personal property which Lessee fails to remove prior to the expiration or termination of this Lease shall be deemed abandoned.
15. INSURANCE.
15.1 Lessee shall fully insure itself with, and furnish to Lessor satisfactory proof that Lessee has in force for the entire period covered by the Lease, the following classes of insurance in the form and with limits specified below, to be maintained until the Lease is terminated or expires or for such longer period of time as specified herein:
a) Commercial General Liability with a limit of liability insuring both bodily injury, personal injury, and property damage in an amount of not less than $1,000,000.00 per occurrence, with a general aggregate of $2,000,000.00, providing coverage for the Lessee’s use and occupancy of the Premises and its operations thereon and to cover such claims as may be caused by or arise out of an act, omission, or negligence of the Lessee or its officers, employees, laborers, agents, representatives, subcontractors and assigns.
Insurance as referenced herein above shall be obtained from a carrier rated at least "A-" by A.M. Best Company and licensed or approved in the State of Ohio.
Lessee shall provide to Lessor immediately upon execution of this Agreement a Certificate of Insurance and Endorsement that evidences the above coverage and that:
a. names each of the following as both Additional Insured and certificate holders for the Commercial General Liability, Automobile Liability, and Employer’s Liability insurance:
1. The Bishop of the Catholic Diocese of Cleveland
2. The Diocese of Cleveland
3. and St. Paschal Baylon Parish
b. provides that the Lessor shall be given thirty (30) days advance written notice of the cancellation or reduction of coverage, and
c. provides that the insurance shall be Primary insurance and Non-Contributory to any other insurance or self-insurance available to the Additional Insured with respect to the claims arising out of this Agreement and that the insurance applies separately to each insured against whom claim is made or suit is brought. Insurance maintained by the additional insureds shall be considered excess insurance only.
d. With respect to the Commercial General Liability insurance, Additional Insured status must be provided on ISO forms CG 20 10 and CG 20 37 or equivalent.
16. PERSONAL PROPERTY. Any and all trade fixtures, furnishings, equipment, and other personal property placed or maintained on the Premises shall be at Lessee’s sole risk, and Lessor shall not be liable for any loss or damage to such property from any cause whatsoever.
17. INDEMNIFICATION. Lesse shall, to the fullest extent allowed by law, indemnify and save Lessor, the Catholic Diocese of Cleveland, the Parish and their respective officers, shareholders, beneficiaries, partners, representatives, contractors, agents, clergy, attorneys, and employees harmless from and against any and all claims, actions, damages, demands, losses, liabilities, costs and expenses, including without limitation all reasonable professional and attorneys’ fees and litigation costs, arising out of or relating to: (a) Lessee’s default under this Agreement; (b) the occupancy or use of the Premises by Lessee or Lessee’s agents, contractors, employees, servants, sublessees or any others that Lessee allows onto the Premise (each a “Lessee Party”); (c) any act or omission of Lessee or any Lessee Party, or (d) Lessee’s violation of applicable laws. In the event Lessor is made a party to any litigation commenced by or against Lessee to which the foregoing indemnity of Lessee would apply, then Lessee shall defend Lessor by counsel reasonably satisfactory to Lessor and pay all costs, and expenses incurred or paid by Lessor in connection therewith, failing which the entire amount thereof together with Lessor’s attorneys fees in connection therewith shall be added to Lessee’s agreement to indemnify Lessor and shall bear interest at the rate of ten percent (10%) per annum. The provisions of this Section 17 shall survive the expiration or termination of this Lease.
18. DEFAULT AND TERMINATION.
18.1 Default. The following shall be deemed an event of default on the part of the Lessee:
i) Failure to comply with section 3.2, 5, 6, 10 or 12 of this Lease;
ii) Failure of Lessee to remove any liens or encumbrances placed on the Premises as a result of obligations or debts of the Lessee as set forth in section 9 above;
iii) Abandonment of the Premises by the Lessee for a period of over thirty (30) consecutive days;
iv) Failure to comply with any other provisions of this Lease for thirty (30) days after written notice thereof by Lessor; provided that if the nature of such Default is such that the same cannot reasonably be cured within such period, Lessee shall not be deemed to be in Default if Lessee shall within such period commence to cure such Default and thereafter diligently prosecute the same to completion;
v) Lessee becomes bankrupt or insolvent or files or has filed against it a petition in bankruptcy or for reorganization or arrangement or other relief under the National Bankruptcy Act or makes an assignment for the benefit of creditors.
18.2 Occurrence of Default. Upon the occurrence of a default by Lessee, Lessor may, without prejudice to any other remedies, peaceably re-enter and take possession of the Premises. At any time during which Lessee is in default, Lessor may also terminate this Lease, without obligation to do so. Lessee shall pay Lessor all losses suffered by reason of Lessee’s default. Nothing contained in this Section 18.2 shall be deemed a limitation upon any remedies available to Lessor at law or in equity and Lessor shall have the right to undertake any of the aforementioned remedies independently, concurrently, or successively.
18.4 Personal Property of Lessee. If, at any time, this Lease terminates, whether as a result of any Default by the Lessee, termination by Lessor, or simply by the expiration of the Term, the Lessee shall promptly remove all personal property from the Premises. By failing to remove any such personal property within thirty (30) days after the termination of this Lease, Lessee shall be deemed to have forever abandoned such property and Lessor may remove and dispose of the same in any manner it chooses. In no event shall Lessor be responsible for the preservation or safekeeping of Lessee’s property.
19. DAMAGE OR DESTRUCTION. In the event that the Premises shall be destroyed or so injured by the elements, or other cause, as to be unfit for occupancy, Lessee shall thereupon surrender possession of the Premises to the Lessor, and thereupon this Lease shall cease and be utterly void without further obligation on either party hereto, with the exception of any claims or causes of action resulting from any acts or omissions on the part of the Lessee.
20. POSSESSION AND CONDITION OF THE PREMISES. Lessee has thoroughly examined and is familiar with the condition of the Premises. Lessee acknowledges that no representation as to the condition or repair thereof, including but not limited to any representation regarding the suitability of the Premises for Lessee’s intended use and occupation of the Premises, has been made by Lessor, or Lessor's property manager, agents or employees. Lessee understands and acknowledges that it is Lessee’s sole duty to determine whether the Premises is suitable for its intended use and to determine the application of any zoning code or other laws and regulations pertaining to Lessee’s intended use of the Premises.
Lessee hereby agrees to accept and take possession of the Premises in its “AS IS,” PRESENT CONDITION and "WITH ALL FAULTS.” LESSOR AND LESSEE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR LESSEE’S INTENDED COMMERCIAL PURPOSE, AND LESSEE’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LESSOR OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LESSEE SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.
21. QUIET ENJOYMENT:. Lessor hereby covenants and agrees that upon Lessee's performance of all the covenants, conditions and agreements herein stipulated to be performed on Lessee's part, Lessee shall at all times during the term of this Lease have the peaceable and quiet enjoyment and possession of the Premises without any manner or hindrance from Lessor, or any person or persons claiming by, through or under, Lessor.
22. SUCCESSORS OF THE PARTIES. This Lease shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, but nothing in this paragraph shall authorize an assignment or subleasing of Lessee's interest herein without the express written consent of the Lessor.
23. SEVERABILITY. All agreements and covenants contained in this Lease are severable and in the event that any of them, with the exception of those in sections 5 and 6 hereof, shall be held invalid by any competent court, this Lease shall be interpreted as if such invalid agreements and covenants were not contained herein.
24. TAXES. On or before the last day on which payment may be made without penalty or interest, Lessee shall pay to the proper public authorities all taxes, if any, permits, inspection and license fees. All real estate taxes and assessments, special or otherwise, public charges, ordinary and extraordinary assessments of every kind and nature whatsoever, which are levied, if any, assessed or imposed by any public authority with respect to the Premises, or any part thereof, or on any improvements at any time situated thereon or assessed on the interest of Lessor in or under this Lease or arising out of the occupancy, use or possession of the Premises, subsequent to the commencement of the term of this Lease and during the term of this Lease, as well as any installments of assessments falling due during the term of the Lease, shall be assumed by the Lessee on a pro-rated basis determined by the percentage of the assessed property that the Lessee actually occupies and for the term of this Lease.
Lessee shall be responsible for the payment of any and all taxes assessed upon the fixtures, furnishings, equipment and all other personal property of the Lessee or Lessor contained in the Premises regardless of when such taxes become due and payable and, if said tax(es) are for Lessor’s property on a pro-rata basis. For the purpose of determining said amount, the figures supplied by the County Assessor as to the amounts so assessed shall be conclusive. Lessee shall comply with any and all reporting requirements for the property located in the Premises. Lessee shall immediately pay any taxes and assessments due directly to the public authority levying or imposing the same. In the event that the payment is not timely made, the Lessor may make the payment of the same and include the amount total amount paid in the following month’s installment of rent. Failure to reimburse the Lessor for said payment of any taxes and assessments shall be deemed as a default under the terms of this Lease.
25. NON-WAIVER. No waiver of any breach or default of Lessee shall be implied from any omission by Lessor to take action on account of any similar or different breach or default or from any acquiescence of Lessor in any prior event of default. No express waiver shall affect any breach or default other than the breach or default specified in the express waiver and that only for the time and to the extent therein stated.
26. NOTICE. Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other, such notice or demand shall be in writing and shall be deemed given to each party at the following addresses or fax numbers, in the case of a faxed notice: (a) if delivered personally (including by overnight express or messenger), upon delivery; (b) if delivered by registered or certified mail (return receipt requested), upon the earlier of actual delivery or three days after being mailed; or (c) if given by facsimile, upon confirmation of transmission by facsimile.
Lessor:
St. Paschal Baylon Parish
Attn: Pastor or Administrator 5384 Wilson Mills Road
Highland Heights, OH 44143
With a copy to:
Diocese of Cleveland Legal Office
1404 East Ninth St. – Suite 701 Cleveland, OH 44114
Lessee:
Gilmour Council #310 PO Box 24655 Mayfield Heights, OH 44124
27. SIGNS. Lessee may erect such signs upon the Premises as may be in compliance with appropriate local government regulations respecting such and as may be approved by the Lessor in advance, in writing, of which such approval will not be unreasonably withheld.
28. EMINENT DOMAIN. If all or any part of the Premises shall be taken or appropriated for public or quasi-public use by the right of eminent domain, either party hereto shall have the right at its option, exercisable within thirty (30) days of receipt of notice of such taking, to terminate this Lease as of the date possession is taken by the condemning authority, provided, however, that before Lessee may terminate this Lease by reason of taking or appropriation as provided herein above, such taking or appropriation shall be of such an extent and nature as to substantially impair Lessee's use of the Premises.
If any part of the building other than the premises shall be so taken and appropriated, Lessor shall have the right at its option to terminate this Lease. No award for any partial or entire taking shall be apportioned, and Lessee hereby assigns to Lessor any award which may be made in such taking or condemnation, together with any and all rights of Lessee now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Lessor any interest in or to require Lessee to assign to Lessor any award made to the Lessee for the taking of personal property belonging to Lessee. No temporary taking of the premises, and/or of Lessee's rights therein or under this Lease shall terminate this Lease or give Lessee any right to any abatement of rent or other obligation thereunder.
27. RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent or of a partnership or of a joint venture between the parties hereto, or any relationship other than that of Lessor and Lessee.
28. LESSOR'S REPRESENTATIVE. The Pastor, Administrator, or Presbyteral Moderator of the Parish shall serve as Lessor's representative for the purposes of this Lease, except that no modification, amendment, renewal, or any other change to this Lease shall be effective unless such is signed by the Bishop of the Catholic Diocese of Cleveland or his successor.
29. CORPORATE LESSEE. The person executing this Lease on behalf of Lessee hereby warrants that the Lessee is duly organized or qualified under the laws of, and is qualified to do business in, the State of Ohio and that each person executing this Lease on behalf of Lessee is authorized to sign and execute this Lease. It is agreed that evidence of such authority will be provided to Lessor upon request.
30. ENTIRE UNDERSTANDING; MODIFICATION. This Lease sets forth the entire understanding between the parties with respect to all matters referred to herein, and may not be changed or modified except by an instrument in writing signed by both parties.
31. EXHIBITS AND ATTACHMENTS. Any and all exhibits, amendments, addenda, or attachments, if any, attached to this Lease are fully incorporated herein and made a part hereof by this reference.
32. CAPTIONS. The captions used as headings for the various sections of this Lease are used as a matter of convenience for reference purposes only.
33. SUBORDINATION. This Lease shall automatically be subordinate at all times to the lien of any mortgage now or hereafter placed upon the Premises. Lessee shall execute and deliver within 10 days after Lessor’s request for same, such instruments as may be desired by Lessor or by any mortgagee subordinating this Lease to the lien of any present or future mortgage.
34. ESTOPPEL CERTIFICATE. Lessee shall, within 10 days after receipt of Lessor’s request therefore, execute and deliver to any proposed purchaser or mortgagee of the Premises, a certificate stating: whether this Lease is in full force and effect; whether this Lease has been modified or amended and, if so, identifying and describing any such modifications or amendments; the date to which the Rent (if any) has been paid; whether Lessee knows of any default on the part of the Lessor or has any claim against Lessor and, if so, specifying the nature of such default or claim; and such other matters as may reasonably be requested by the recipient thereof.
35. ATTORNMENT. In the event of any foreclosure of any mortgage on the Premises, Lessee shall attorn to the purchaser at the foreclosure sale. Lessee shall execute and deliver, within 10 days after written request by Lessor, an instrument providing for such attornment that includes such terms and conditions as may be reasonably requested by Lessor or any mortgagee of the Premises.
36. OHIO LAW. This Lease shall be construed and enforced in accordance with the laws of the State of Ohio.
39. LESSOR'S RIGHT OF USE AND ACCESS. N/A
40. LIMITATION ON LIABILITY. Notwithstanding the fact that the Bishop of the Catholic Diocese of Cleveland owns the Premises, the Parish is the beneficial owner of the Premises and has full use and control of the Premises. Consequently, Lessee agrees and acknowledges that the Parish is solely responsible for fulfilling Lessor’s obligations hereunder. Lessee waives and releases the Catholic Diocese of Cleveland from any and all claims, injuries, damages, fines, liens, judgments, penalties, liabilities, causes of action, losses, costs or expenses, including, without limitation, any and all sums paid for attorneys’ and professional fees and litigation costs, that Lessee may have against the Catholic Diocese of Cleveland as a result of any failure of the Parish to fulfill the obligations and agreements of the Lessor. In addition, if Lessee obtains a judgment for any claim under this Lease, such judgment shall be satisfied solely out of the Premises and the assets of the Parish, and Lessee shall have no right or claim against any assets of the Catholic Diocese of Cleveland or the Bishop of the Catholic Diocese of Cleveland.
41. COUNTERPART SIGNATURES. This Lease may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Signature pages of any counterpart may be appended to any other counterpart and shall constitute an original document. This Lease may be transmitted between the parties hereto by facsimile or in “.pdf” format via email, and the parties hereto intend that “fax” or emailed signatures shall constitute original signatures and any "faxed" or emailed Lease containing the signature (original or "faxed" or emailed) of a party hereto shall be binding upon such party.
