Dali_Lease_for_Expansion.pdf

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TITLE PAGE

CITY OF ST. PETERSBURG

AMENDED AND RESTATED GROUND LEASE AGREEMENT

FOR THE DALI MUSEUM

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TABLE OF CONTENTS

TABLE OF CONTENTS

1. Recitals

2. Preliminary Definitions

3. Museum Premises; Lot Definitions and Descriptions

4. Intentionally Left Blank

5. Museum Buildings

6. Center For The Arts

7. Dates; Term

8. Rent

9. Additional Rent

10. Museum’s Intended Use of the Premises; Collection

11. Collateral Uses

12. Exclusive Possession of Building And Premises

13. Maintenance

14. Museum’s Right to Encumber The Leasehold Interest and the Buildings

15. Assignment; Licenses; Subleases

16. Permits and Approvals

17. City Work

18. Construction, Generally

19. Ownership of Building

20. Taxes

21. Utilities

22. Quiet Enjoyment

23. Museum’s Operations

24. Non-Compete

25. No Liens

26. Payment and Performance Bond

27. Insurance

28. Responsibility of Parties

29. Loss; Damage; Injury; Defects

30. Waiver of Subrogation

31. Default

32. Grand Prix

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33. Third Party Agreements

34. Destruction of Buildings or Other Improvements

35. Representations and Warranties

36. Hazardous Substances

37. Relationship Between Parties

38. Waiver

39. Paragraph Numbers and Captions

40. Entire Agreement

41. Amendments

42. Severability

43. Applicable Law, Venue, And Jurisdiction

44. Recording

45. Successors

46. Transition of Government

47. Force Majeure

48. Brokerage Fees

49. No Third Party Beneficiaries

50. City’s Rights Under Lease

51. Time Periods

52. City Consent And Action

53. Non-Appropriation

54. Non-Discrimination

55. City as a Municipal Corporation

56. Signage

57. Advertising

58. City Assistance With Grants And Other Funds

59. Compliance With Federal, State, County, And Local Laws

60. Termination of 1981 Lease

61. No Landlord’s Lien

62. Radon Disclosure

63. Duplicate Originals

64. No Construction Against Preparer Of Lease

65. Current Officers

66. Notices

67. Indemnity

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68. Phase 2—Generally

69. Phase 2—Reconfiguration

70. Phase 2—Specific Deliverable Requirements

71. Phase 2—Insurance

72. Phase 2—Theater Manager Coordination

73. Phase 2—Promoter Coordination

74. Phase 2—Cancellation by Museum

75. Future Center Improvements

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INDEX OF SELECTED D EFIN ED TERMS

INDEX OF SELECTED DEFINED TERMS

2004 Referendum

2007 Lease

2022 Referendum

Access Aisles

Additional Rent

Amended Lease

Amendment Date

Applicable Referendum

Buffer Lots

Building

Building Lot

Center

Center Naming Rights Agreement

City Charter

City Code

City Council

City Indemnified Party

City Use Days

Claim

Clean Zone

Closed Hours

Collateral Uses

Collection

Collection Building

Commencement Date

Current Plat

Default

Dismantling Period

Effective Date

Elevated Concept

Expiration Date

Future Grand Prix Race Agreement

Garage Access Route

Grand Prix

Grand Prix Race Agreement

Improvements

Indemnifiable Loss

Indemnified Party

Intended Use

Law

Lease

Lot

Lot Diagram

Management Agreement

Material Adverse Impact on Race

Operations

Material Adverse Impact on Theater

Facility

Museum

Museum Facility

Other Building

Parking Garage

Parking Lot

Parties

Party

Patrons

Permits and Licenses

Permitted Delay

Phase 1

Phase 1 Plat

Phase 2

Phase 2 Building

Phase 2 Concept

Phase 2 Construction

Phase 2 Construction Site

Phase 2 Contractor

Phase 2 Milestones

Phase 2 Plat

Phase 2 Provisions

Plaza

Premises

Promoter

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Promoter Indemnified Party

Race Control Period

Race Event

Race Operations

Regulatory Approvals

Rent

Setback Lot

Set-up Period

Staging Area

Task

Term

Theater Facility

Theater Indemnified Party

Theater Manager

Third Party Agreements

Traffic Circulation Plan

Utilities

Utility Work

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CITY OF ST. PETERSBURG

AMENDED AND RESTATED

GROUND LEASE AGREEMENT

FOR THE DALÍ MUSEUM

BODY OF AGREEMENT

THIS AMENDED AND RESTATED GROUND LEASE AGREEMENT (this

“Lease,” generally, or this “Amended Lease,” specifically) is made on December _______, 2024, (the “Amendment Date”) by and between the CITY OF ST. PETERSBURG, FLORIDA, a

Florida municipal corporation, the mailing address of which is currently P.O. Box 2842, St. Pe-tersburg, Florida 33731, (“City”), and SALVADOR DALÍ MUSEUM, INC., a Florida non-profit corporation formerly known as THE SALVADOR DALÍ INSTITUTE, INC., the mailing address of which is currently 1 Dalí Boulevard, St. Petersburg, Florida 33701 (“Museum”) (each, a “Party” and collectively, the “Parties”) for the purpose of amending and restating the Novem-ber 29, 2007 Ground Lease Agreement by and between the Parties (as previously amended, the

“2007 Lease”).

RECITALS

WHEREAS, on September 26, 1980 the City entered into an agreement (“Morse Agree-ment”) by, between and among the City, the Museum and A. Reynolds Morse and Eleanor R.

Morse, his wife, of Beachwood, Ohio, jointly, severally and as Trustees of the Declarations of

Trust dated July 25, 1979, of A. Reynolds Morse and Eleanor R. Morse (“Morses) and the Salvador

Dalí Foundation, Inc., a then-existing Ohio non-profit corporation, (“Foundation”); and

WHEREAS, the Museum had previously received from the Morses a donation by gift of a substantial private collection of art and other works by and about Salvador Dalí, and received from the Foundation an additional collection of such works, and also had acquired and will con-tinue to acquire additional such works by and about Salvador Dalí; and

WHEREAS, the Museum shall continue to be the owner of such works of Salvador Dalí

(the “Collection,” as more specifically defined and provided for in subparagraphs 10.2–10.3; and

WHEREAS, the Morses and the Foundation desired that the Collection would have a permanent location within the City of St. Petersburg, Florida, and entered into the Morse Agree-ment for that purpose; and

WHEREAS, in accordance with the Morse Agreement, the City transferred title to a building and related improvements (collectively, the “Former Building”) by a Bill of Sale dated

December 3, 1981 (the “Bill of Sale”) to house the Salvador Dalí Museum; and

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WHEREAS, Museum and the City entered into a Lease Agreement dated December 22, 1981, and recorded on February 22, 1982, in Pinellas County official records book 5312 at page 533 (as amended, the “1981 Lease”), which provided for the lease of certain real property on which the Former Building was located (the “Former Site”) by the City to Museum for a term of

30 years commencing on March 19, 1982, and ending on March 18, 2012; and

WHEREAS, the 1981 Lease was intended to provide a location for the Collection within the City of St. Petersburg, Florida; and

WHEREAS, the 1981 Lease was amended by the Parties by a first amendment dated

October 3, 1983, and recorded in Pinellas County official records book 5641at page 1892, that modified the legal description of the Former Site and set forth the requirements for an assignment;

and

WHEREAS, the 1981 Lease was further modified by the Parties through a second amend-ment dated December 3, 2002, and recorded on December 5, 2002, in Pinellas County official records book 12393at page 1810, that extended the term of the 1981 Lease by 60 years; and

WHEREAS, a Special Municipal Referendum Election was held as part of a general elec-tion held on November 2, 2004 (the “2004 Referendum”), after being called by City Ordi-nance 674-G, which was recorded October 17, 2006, in Pinellas County official records book

15426 at page 796, and which stated that both the City and Museum wished to maintain St. Peters-burg as the permanent home of the Salvador Dalí Museum and which authorized the City to lease to the Museum a portion of the City-owned waterfront property then known as the “Bayfront Cen-ter” for up to 99 years for the purpose of operating an art museum and ancillary facilities concen-trating on the works of Salvador Dalí, which would include but not be limited to, the storage and display of the Collection (collectively and as may be expanded or otherwise modified from time-to-time through this Lease, the “Museum Facility”); and

WHEREAS, on December 9, 2004, the City Council of the City of St. Petersburg (the

“City Council”) adopted Resolution 2004-709 to acknowledge the results of said election, with

73.69% voting in favor of leasing a portion of the Bayfront Center site for the home of the Museum

Facility; and

WHEREAS, pursuant to the authority granted by the 2004 Referendum, the 2007 Lease was approved by City Ordinance 853-G, which was a non-emergency ordinance approved with at least six affirmative votes and which was recorded on November 20, 2007 in Pinellas County of-ficial records book 16058 at page 2516; and

WHEREAS, the 2007 Lease was executed on or before November 30, 2007, as required by 2004 Referendum section 3; and

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WHEREAS, it is the intent of the Parties that the property leased to the Museum pursuant to this Lease (more particularly defined as “Premises” in paragraph 3) shall be used for the purpose of operating the Museum Facility and other activities in support of that purpose and for no other purpose except as otherwise provided in this Lease; and

WHEREAS, the 1981 Lease was terminated in accordance with the terms of the

2007 Lease; and

WHEREAS, pursuant to the 2007 Lease, Museum constructed various improvements on the Premises, including the Collection Building (as defined in subparagraph 5.1); and

WHEREAS, in 2021, Museum announced its desire to expand the scope of the Museum

Facility through the addition of a new structure that would be located to the southwest of the Col-lection Building, primarily within the City-owned property that is currently used to provide access to the Parking Garage (as defined in subparagraph 2.1.2) but that is not currently a part of the

Premises; and

WHEREAS, because the City-owned property that would need to be added to the Prem-ises for that purpose is designated as “waterfront property” by the City Charter (as defined in subparagraph 2.2.2), a City-wide referendum was required to approve its addition to the Premises;

and

WHEREAS, on August 4, 2022, City Council adopted Ordinance 512-H to call a refer-endum for that purpose, which was held as part of a municipal special election on November 8, 2022, (the “2022 Referendum”); and

WHEREAS, on December 15, 2022, City Council adopted to resolution 2022-629 to acknowledge voter approval of the 2022 Referendum, with 78.15% of the votes cast in favor of approval; and

WHEREAS, approval of the 2022 Referendum allowed the Parties to negotiate amend-ment of the 2007 Lease subject to conditions in Ordinance 512-H, including the condition that the initial such amendment be executed on or before December 31, 2024, following approval of that initial amendment by a non-emergency ordinance receiving at least six affirmative votes; and

WHEREAS, on December 12, 2024, with at least six affirmative votes, City Council adopted Ordinance 605-H for that purpose; and

WHEREAS, pursuant to the approval granted by that ordinance, the Parties now desire to execute this Amended Lease (i) to facilitate the construction of the Phase 2 Building (as defined in subparagraph 5.2); (ii) to confirm satisfaction of certain obligations under the 2007 Lease;

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(iii) to confirm the Effective Date and Term originally established by the 2007 Lease; and (iv) to make other changes that are necessary or appropriate; and

WHEREAS, the Parties intend this Amended Lease to serve as the “Initial Amendment” required by the 2022 Referendum.

NOW THEREFORE, in consideration of the sum of $1.00 and other good and valuable consideration paid by Museum to City, the receipt, and adequacy whereof is hereby acknowledged, and of their mutual promises made herein, the Parties agree as follows:

1. RECITALS. The above Recitals are true and correct and are incorporated herein and made a part of this Lease.

2. PRELIMINARY DEFINITIONS. The following defined terms apply throughout the

Lease:

2.1 MUSEUM AND THEATER FACILITY TERMS.

2.1.1 “Patrons” means the staff, officers, trustees, employees, contractors, agents, visitors, customers, invitees, students, teachers, docents, volun-teers, donors, licensees, members, and guests of the Museum.

2.1.2 “Parking Garage” means the parking garage located within the Center

(as that term is defined in paragraph 3), which is currently considered part of the Theater Facility and operated by the Theater Manager.

2.1.3 “Theater Facility” means, collectively and as may be modified from time-to-time, the City-owned performing arts facility that is composed of a number of related amenities including a theater building, parking garage, surface parking, and civic plaza. The Theater Facility is currently known as the “The Duke Energy Center for the Arts, Mahaffey Theater.”

2.1.4 “Theater Manager” means whatever entity is managing the Theater Fa-cility at any given time, which may be the City or a third-party hired to manage the Theater Facility on the City’s behalf pursuant to a Manage-ment Agreement (as that term is defined in paragraph 33).

2.2 LEGAL TERMS.

2.2.1 “Applicable Referendum” means the 2004 Referendum and the 2022

Referendum, with any conflict between the two resolved in favor of the

2022 Referendum, in accordance with City Ordinance 512-H, Section 5.

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2.2.2 “City Charter” means the St. Petersburg City Charter, as it may be amended from time-to-time.

2.2.3 “City Code” means the St. Petersburg City Code, as it may be amended from time-to-time.

2.3 PHASES OF CONSTRUCTION.

2.3.1 “Phase 1” means the period of time during which initial construction of the Museum Facility that occurred pursuant to the 2007 Lease, including construction of the Collection Building and related improvements.

2.3.2 “Phase 2” means the period of time (the specific dates of which will be determined in accordance with subparagraph 68.4.2) during which con-struction of the Phase 2 Building may occur.

2.3.3 “Phase 2 Provisions” means paragraphs 68–74.

2.4 PLAT TERMS.

2.4.1 “Phase 1 Plat” means the Center for the Arts plat recorded in Pinellas

County Plat Book 134 at Page 98, a copy of which is attached to this Lease as Exhibit “C”.

2.4.2 “Phase 2 Plat” means any plat that is recorded to replace the Phase 1 Plat for the purpose of reconfiguring the Premises as part of Phase 2 and, if multiple such plats are recorded, the most recent such plat.

2.4.3 “Current Plat” means whichever plat is effective at that time (e.g., upon recording of a Phase 2 Plat to replace the Phase 1 Plat, the meaning of

“Current Plat” will shift from the Phase 1 Plat to the Phase 2 Plat).

2.4.4 “Lot Diagram” means the diagram attached to this Lease as Exhibit “G” for the purpose of further subdividing lots and tracts on the Current Plat.

3. MUSEUM PREMISES; LOT DEFINITIONS AND DESCRIPTIONS. The City hereby leases to Museum, and Museum hereby leases from the City, certain real property located in St. Petersburg, Pinellas County, Florida, (collectively and as may be modified from time-to-time, the “Premises”) in accordance with the following:

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3.1 CURRENT AND EXPECTED LOT DEFINITIONS. Based on the initial concept for

Phase 2 that Museum has provided to the City as of the Amendment Date, the def-initions of certain tracts of land within and adjacent to the Premises (each a “Lot”) are expected to change at some point during Phase 2 from their original definitions, (which remain current as of the Amendment Date, are based on the Phase 1 Plat, and are identified in the second column of the chart below) to new definitions (that are based on the Phase 2 Plat, as supplemented by the Lease Diagram, and are iden-tified the third column of the chart below). Any use of a defined term in the first column of the chart below in this Lease should be interpreted as a reference to the applicable Lot as it is defined at that time unless the Lease expressly indicates oth-erwise (e.g., “the Building Lot as of the Amendment Date”) or unless such an in-terpretation would frustrate the purpose of the Lease.

Defined Term

Original / Amendment

Date Definition Under

Phase 1 Plat, Block 1

Expected Definition fol-lowing Phase 2 Under

Phase 2 Plat, Block 1

(as Supplemented by Lot

Diagram)

“Building Lot” Lot 1 Lot 3A

“Setback Lot” Lot 2 Lot 3B

“Parking Lot” Lot 3 Lot 3C and 4

“Buffer Lots”

Portion of Lot 4 generally lying south and east of

Lots 1 and Lot 2;

Lot 5 (in its entirety)

Lots 2B and 6B

“Garage Access

Route” Lot 6 Lot 5B

“Plaza”

Portion of Lot 4 to the north of Lot 1; portion of

Lot 9 identified in Ex-hibit “B‐1”

Lots 1B and 2A

“Center” Lots 1–9, inclusive. Lots 1–6, inclusive.

3.2 POTENTIAL CHANGES DURING PHASE 2 DESIGN DEVELOPMENT. As more particularly described in the Phase 2 Provisions (particularly paragraph 69), the

Lease contemplates that design development by Museum during Phase 2 may result in a Lot configuration that is different than the expected configuration described in the preceding subparagraph, including a configuration that is identical to the one

00784040 / v16 7 of 78 that exists as of the Amendment Date (e.g., if access to the Parking Garage can be maintained under an elevated Phase 2 Building, the Garage Access Route might be a portion of the Building Lot, rather than a distinct tract within the Premises). If that occurs, this paragraph 3 will be amended to conform to the as-built design pur-suant to subparagraph 69.1.

3.3 SCOPE OF PREMISES. The Premises is and will be composed of the Building

Lot, the Setback Lot, and the Parking Lot, with the definitions of those Lots poten-tially changing during Phase 2 as described in foregoing subparagraphs.

3.4 BUILDING LOT. The Building Lot is part of the Leased Premises and serves as the buildable area for the Collection Building and (following expansion permitted by the 2022 Referendum) the Phase 2 Building (as defined in subparagraph 5.2). The

Building Lot also serves as a buildable area where the construction of Other Build-ings may occur, subject to other provisions of this Lease.

3.5 SETBACK LOT. The Setback Lot is part of the Leased Premises and is an open setback area where non-building site improvements may occur, i.e., sidewalks, driveways, parking lots, open space, and other landscaped open features within the

Premises, subject to the conditions set forth in subparagraphs 3.5 and 3.8. The Set-back Lot may be used for parking and other improvements subject to City approval and conditions set forth in subparagraphs 3.8 and 3.11.

3.6 PARKING LOT.

3.6.1 The Parking Lot is part of the Leased Premises and is presently a parking lot and is subject to the conditions set forth in subparagraphs 3.8, 3.11, and

32.

3.6.2 The Parking Lot may be used by Museum subject to all requirements of this Lease and applicable regulatory requirements for future building and expansion. Until such time that Museum elects to construct an Other

Building on the Parking Lot pursuant to paragraph 18, the design of the

Parking Lot shall not be reconfigured without the mutual consent of the

City and Museum. Reconfiguration of the Parking Lot during Phase 2 is governed by the Phase 2 Provisions. Otherwise, any reconfiguration of the

Parking Lot must be conducted without cost to the City and with approval of the City, to be based upon a traffic circulation plan that satisfies the requirements of subparagraph 70.1.

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3.6.3 In the event Museum develops the Parking Lot pursuant to paragraph 18, the following provisions apply:

3.6.3.1 Museum shall conduct any such development in a manner that minimizes impact on parking and traffic flow within the Center during construction. Accordingly, the Garage Access Route must remain open at all times during construction, and con-struction staging for such development may occur within the

Parking Lot only to the extent authorized by the City, as lessor, in advance of permitting for that construction.

3.6.3.2 The City is under no obligation to provide replacement parking to offset parking lost due to the development of the Parking Lot or to provide any funds associated with any development of the

Parking Lot (including any relocation of utilities necessitated by that development).

3.6.3.3 Any portion of the Parking Lot that remains undeveloped must continue to be used for surface parking, with the layout ap-proved by the City on the basis of a traffic circulation plan that satisfies the requirements of subparagraph 70.1.

3.6.4 The Parking Lot may be developed by Museum only after a period of five consecutive years has passed with no Race Event utilizing the Parking Lot.

3.7 ACCESS TO PREMISES.

3.7.1 City shall provide Museum, throughout the Term without charge, free and unrestricted ingress, egress, and access to the Premises for its Patrons through the Garage Access Route, subject to the other provisions in this

Lease, including those regarding reconfiguration of the Premises in para-graph 69.

3.7.2 Except during a Race Control Period, the Museum and its Patrons shall have the right to access all drive aisles, drop off areas and sidewalks, for vehicular and pedestrian use, within the Center (“Access Aisles”), as here-inafter defined, and subject to the following:

3.7.2.1 City reserves the right to modify/reconfigure the Access Aisles during the Term on the condition that the modified or reconfig-

00784040 / v16 9 of 78 ured Access Aisles must continue to provide substantially sim-ilar access to the Museum and its Patrons to and from the Build-ing’s entrances and exits and to and from the Center.

3.7.2.2 During City Use Days (as defined in the following paragraph) and other than the Race Control Period (as defined in para-graph 32), Museum shall have the right to use the Access

Aisles, subject to the City’s right to limit access to areas of the

Center based on operational and safety concerns.

3.7.2.3 Museum’s right to use the Access Aisles is subject to temporary interruptions that are a result of the City acting in its capacity as a municipal corporation.

3.8 CITY’S RIGHTS TO USE SETBACK LOT AND PARKING LOT.

3.8.1 CITY USE DAYS. City reserves the right to the unrestricted and exclusive use of the Setback Lot and the Parking Lot for City events for up to 20 days per calendar year (“City Use Days”); provided however, that this right applies to the Parking Lot only if and when no building exists or is being constructed on it. City shall not use City Use Days on more than 3 consecutive days except as set forth in paragraph 32. The following peri-ods are blacked out and cannot be used as City Use Days: day after

Thanksgiving; day after Christmas; January 1; January 2; and March and

April, except for the Race Control Period under paragraph 32, which shall count as 10 of the City Use Days and shall be taken consecutively. City shall provide Museum written notice specifying the date of use of a City

Use Day at least 60 days before the date of use. City shall repair or replace any improvements on the Setback Lot and the Parking Lot that may be damaged during the City Use Days. The City use of the Setback Lot and the Parking Lot, except as set forth in paragraph 32, is subject to the fol-lowing:

3.8.1.1 SUBSTITUTE PARKING. If the Parking Lot is being used for

City events the City shall provide parking, without charge to the

Museum, elsewhere on the Center, as hereinafter defined, of at least the number of surface parking spaces then existing within the Parking Lot except as otherwise provided in this Lease. In the event all or a portion of a Museum parking lot is located within the Setback Lot, the City’s use for City Use Days, except

00784040 / v16 10 of 78 for the Race Control Period, shall either: (i) exclude the Mu-seum’s parking lot from the area the City may use on City Use

Days, or (ii) provide alternate parking at another location in the

Center (Center is defined in subparagraph 6.1) for the number of parking spaces displaced by the City’s use.

3.8.1.2 NO MOTORIZED VEHICLES. City’s use of the Setback Lot for

City Use Days shall not include motorized vehicles.

3.8.1.3 PARKING DURING CLOSED HOURS. In addition to the City

Use Days, City reserves the exclusive and unrestricted right, subject to use by Museum and its Patrons, to use the Parking

Lot, if no building exists or is being constructed on the Parking

Lot, daily for parking at all times beginning 60 minutes after the

Collection Building closes each day to its Patrons until 60 minutes prior to the Collection Building opening the next day to its Patrons (“Closed Hours”). Museum operating hours, for both Museum general and special function Patrons, shall be de-termined by the Museum. Museum shall provide City notice of its operating hours as it may vary from time to time. City may charge for parking during the Closed Hours and retain all reve-nue collected but may not charge the Museum and its Patrons for parking during the Closed Hours. City, at its expense, shall make reasonable efforts to remove any vehicle, except those be-longing to the Museum or its Patrons, that City allowed to park during the Closed Hours but that were not moved out of the

Parking Lot by 60 minutes before the Museum’s next period of operating hours. Museum shall not be liable for any loss, injury or damage arising from City’s use of the Parking Lot during the

Closed Hours.

3.8.1.4 PARKING REVENUE. All premises parking fees collected by the City during City Use Days and Closed Hours shall be con-trolled and retained by the City. All other Premises parking fees shall be collected, controlled, and retained by Museum.

3.9 MUSEUM NOT LIABLE. Museum shall not be liable for any loss, injury, or damage arising from City’s use of the Setback Lot and the Parking Lot.

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3.10 TEMPORARY INTERRUPTIONS. The City shall use reasonable efforts to maintain

Museum’s ingress and egress to the Premises during interruptions that are a result of the City acting in its capacity as a municipal corporation.

3.11 BUFFER LOTS. The Buffer Lots are adjacent to the Premises but are not part of the Premises. With the exception of the City Use Days, City’s use of any of the

Buffer Lots (as shown in the attached Exhibit “B” for the limited purpose of illus-trating their original locations, which may change as part of the reconfiguration required during Phase 2), shall be primarily used for landscaping, roadways and sidewalks installed and maintained by the City in its capacity as a municipal cor-poration. Any vertical elements, excluding Center signage, light poles, traffic signs and traffic devices and other utilities, shall not be installed on any portion of the

Buffer Lots so as not to unduly obstruct the view or access from or to the Premises by Museum and its Patrons, unless authorized in writing by the Museum. It is the intent of the Parties that the Buffer Lot adjacent to the Building Lot be designed to create a park-like environment and provide public access in a manner compatible with the Premises during the Term.

3.12 STORMWATER MAINTENANCE AREA. Any stormwater maintenance area shown on the Current Plat shall be treated the same as an easement in favor of the City for the Museum or for any other party acquiring an interest in the Building Lot, and/or the Setback Lot, and/or the Parking Lot. The City owns and shall maintain multiple stormwater pipes and any other City utilities (“Utilities”) which may be located within the stormwater maintenance area of the Setback Lot and the Parking Lot. In the event that excavation is necessary for the installation, maintenance, repair, ex-pansion, or replacement of the Utilities (“Utility Work”), the duty of the City shall be to restore the site to its previous condition within a reasonable time, with respect to non-building site improvements. With respect to other improvements mutually agreed to by the City and the Museum, as provided for in paragraph 3, the duties of the City and Museum with respect to restoration shall be as provided for in said approval agreement. The City shall have the right to utilize the stormwater mainte-nance area of the Setback Lot and the Parking Lot to conduct Utility Work. Museum shall have the right, at its sole cost and expense, to treat and then discharge storm-water to the stormwater pipe located in the Setback Lot, the Parking Lot, the Gar-age Access Route, and Buffer Lots, as part of its development of the Premises with the Buildings, in accordance with plans to be reviewed and approved by City as part of its regulatory authority as a municipality. Museum shall be responsible for all connection charges.

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3.13 PARTIAL SURRENDER OF PREMISES. At any time, the Museum may request the removal of any part of the Premises from the definition of the Premises. Approval of such removal shall be in the sole discretion of the City Council and, if approved, any improvements located on the portion of the Premises so removed shall be trans-ferred at no cost to the City.

4. INTENTIONALLY LEFT BLANK.

5. MUSEUM BUILDINGS.

5.1 During Phase 1, Museum built a multi-storied structure of approximately 50,000 to

70,000 square feet for use as an art museum on the Building Lot, including but not limited to the storage and display of the Collection, (the “Collection Building”).

5.2 During Phase 2, Museum may construct a new building to the southwest of the

Collection Building, generally located in the area used as the Garage Access Route as of the Amendment Date (the “Phase 2 Building”). Construction of the Phase 2

Building and any associated reconfiguration of the Premises, relocation of under-ground utilities, site restoration, and other construction activities (collectively, the

“Phase 2 Construction”) must be completed in accordance with the terms of this

Lease, particularly those in the Phase 2 Provisions.

5.3 Museum may also construct other buildings and improvements on the Premises as permitted by the provisions of this Lease and City building codes (each an “Other

Building”).

5.4 For purposes of this Lease, the term “Building” refers interchangeably to the Col-lection Building, the Phase 2 Building, and any Other Building unless context in-dicates otherwise. Museum may house and display the Collection in any Building.

6. CENTER FOR THE ARTS.

6.1 CENTER. The Premises are located within the Center, which includes but is not limited to the Theater Facility and existing vacant land.

DALÍ BOULEVARD. Museum acknowledges that, on October 16, 2008, City Coun-cil Resolution 2008-527 approved the co-renaming of the portion of 5th Avenue

South from 4th Street South to First Street South and the naming of a portion of

Bayshore Drive from First Street South along the right-of-way as shown in Ex-hibit “D”, attached hereto and made a part hereof, as “DALÍ BOULEVARD”. Mu-seum further acknowledges that the City joined with Museum in its request to the

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Post Office to establish the address of the Museum as 1 Dali Boulevard and that the

City has satisfied its obligations under subparagraph 6.2 of the 2007 Lease.

6.2 THE PLAZA. The City retains sole discretion in determining the design and opera-tion of the Plaza. It is the intent of the Parties that the Museum may utilize the Plaza in a manner consistent with the City’s operational management of the Center (di-rectly or indirectly, through the Theater Manager or other third party), including but not limited to all federal, state, county, and city laws, regulations, and ordinances, all applicable state grant requirements, and any other agreement entered into by the

City that concerns use the Center.

6.3 CENTER ART.

6.3.1 In the event the City elects to install exterior public or other art within the boundaries of the Center, subject to exclusion of the Premises in accord-ance with subparagraph 6.5 below, the Mayor shall recommend that a rep-resentative of the Museum serve on any committee or commission created to make recommendations pertaining to selection of the public art. If no such committee or commission is created the City shall solicit the Mu-seum’s input prior to the selection and installation of said art. In any event, the City retains sole and absolute discretion to select and install public art within the boundaries of the Center excluding the Premises in accordance with the City Code.

6.3.2 Museum acknowledges (i) that, on October 16, 2008, through the adop-tion of Ordinance 903-G, Chapter 5 of the City Code (Arts and Cultural

Affairs) was amended to exempt certain portions of the Buffer Lots and the Garage Access Route from the applicability of certain portions of

Chapter 5 of the City Code and (ii) that the City has satisfied its obliga-tions under subparagraph 6.4.2 of the 2007 Lease.

6.4 PREMISES ART. Museum acknowledges (i) that, on October 16, 2008, through the adoption of Ordinance 903-G, City Code was amended to provide that that the City has no right to install public art or other art within the boundaries of the Premises unless the Museum expressly authorizes such installation and (ii) that the City has satisfied its obligations under subparagraph 6.5 of the 2007 Lease. Regardless of the continued existence of the City Code provisions resulting from the adoption of that ordinance, the City shall not install any public art within the Premises without advance written consent of the Museum.

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7. DATES; TERM.

7.1 EFFECTIVE DATE. The effective date of this Lease is November 29, 2007 (“Ef-fective Date”), with amendments effectuated by this Amended Lease going into effect on the Amendment Date.

7.2 LEASE TERM.

7.2.1 The term of this lease is 99 years (“Term”) commencing on the Com-mencement Date (as defined below, December 5, 2008) and expiring on the Expiration Date (as defined below, midnight at the end of December

4, 2107).

7.2.2 Anytime after December 5, 2058, and from time to time thereafter, and provided this Lease is in full force and effect, the Museum may request, and Administration shall support and recommend to City Council, that the

City hold a referendum requesting authorization to enter into a new lease with Museum for the Premises for use as an art museum with a term not to exceed 99 years. To the extent permitted by law, all costs and expenses of such referendum shall be paid by the Museum if the referendum is not part of a previously scheduled special election.

7.3 COMMENCEMENT DATE. The commencement of the Term (“Commencement

Date”) is December 5, 2008, pursuant to the Lease Commencement Date Memo-randum recorded on December 8, 2008, in Pinellas County official records book

16445 at page 1786.

EXPIRATION DATE. This Lease shall expire on midnight at the end of Decem-ber 4, 2107, which is the day immediately prior to the 99th anniversary day of the

Commencement Date (“Expiration Date”).

7.4 COMPLETION OF PHASE 1 CONSTRUCTION. City acknowledges that Museum has satisfied its obligations under 2007 Lease subparagraph 7.5, which generally concern commencement and completion of construction during Phase 1.

7.5 INITIAL CITY DELIVERABLES. Museum acknowledges that City satisfied its ob-ligations under subparagraph 7.6 of the 2007 Lease.

7.6 BAYSHORE DRIVE S.E. DEDICATION. Museum acknowledges (i) that Bayshore

Drive S.E. between First Avenue S.E. and First Street South has been dedicated as a public roadway through a combination of the Phase 1 Plat and the Al Lang Field

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Plat recorded on October 16, 2008, in Pinellas County Plat Book 135 at Page 95 and (ii) that the City has satisfied its obligations under subparagraph 7.7 of the

2007 Lease.

VACATION OF 5TH AVENUE S.E. Museum acknowledges (i) that vacation of the portion of 5th Avenue S.E. within the Premises was approved by the City on Sep-tember 18, 2008, through the adoption of City Ordinance 998-V, and is reflected on the Phase 1 Plat and (ii) that the City has satisfied its obligations under subpara-graph 7.8 of the 2007 Lease.

8. RENT. Rent is $1.00 per year for the Term of the Lease (“Rent”). Museum shall pay to the City the total Rent for the Term (i.e., $99.00) in advance on the Effective Date. The

City acknowledges that the Museum has satisfied this obligation.

9. ADDITIONAL RENT. Museum shall pay to the City all other amounts due pursuant to this Lease as additional rent (“Additional Rent”) within 30 days after receipt of invoice from City. Any Additional Rent not paid on time shall bear interest at the legal rate pro-vided by State Statute for judgments and if no such rule exists then at the legal rate allowed by law from the date of invoice until paid. City acknowledges (i) that the Museum has paid any Additional Rent due as of the Amendment Date and (ii) that, as of the Amendment

Date, no Additional Rent is due from Museum.

10. MUSEUM’S INTENDED USE OF THE PREMISES; COLLECTION.

10.1 INTENDED USE. This Lease is given by the City and accepted by the Museum for the construction of Buildings and related improvements on the Premises and to be used as an art museum and ancillary facilities concentrating on works by and about

Salvador Dalí (the “Intended Use”), including but not limited to the storage and display of the Collection, as hereinafter defined, in the Buildings, and Collateral

Uses, as defined in paragraph 11, in support of the Intended Use.

10.2 COLLECTION. For the purpose of this Lease, “Collection” shall mean such of the works of art of Salvador Dalí that Museum or any approved successor in interest owns from time to time. Subject to subparagraph 10.3, Museum shall continuously display the Collection in the Buildings, which shall continue to be the home of the

Collection during the Term.

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10.3 MUSEUM’S CONTROL OF COLLECTION. Notwithstanding any provision of this

Lease to the contrary:

10.3.1 The Museum is required to own and display works from the Collection, but the Museum, not the City, shall decide which works in the Collection to display from time to time.

10.3.2 This Lease does not require the Museum to display all works in the Col-lection at all times.

10.3.3 This Lease does not preclude Museum from temporarily loaning any works in the Collection for display in other venues from time to time.

10.3.4 This Lease does not preclude Museum from selling or transferring title to works in the Collection so long as any sale or transfer of title of any of the works in the Collection does not diminish the unique essence, signifi-cance, and stature of the Collection nor materially diminish the importance of the Premises as the home of the Museum Facility and the Collection.

10.3.5 During the Term, the Museum shall not directly or indirectly create a per-manent display of all or part of the Collection in any place in the Western

Hemisphere other than the Premises without City Council’s prior consent.

If a permanent display is established outside the Western Hemisphere, it shall not diminish the unique essence, significance, and stature of the Col-lection nor materially diminish the importance of the Premises as the home of the Museum Facility and the Collection.

10.4 MUSEUM OPERATIONS. The Museum will continue to operate, manage and maintain the Buildings and the Collection in substantially the same manner as it has operated, managed and maintained the Museum Facility and managed and main-tained the Collection in its existing location since March 7, 1982. During the Term, Museum shall maintain its Collection inventory records for at least the previous seven years. The City understands that during the course of a 99-year lease, there may be changes in operation, management, and maintenance procedures in the fu-ture. Museum may change such operation, management, and maintenance proce-dures provided (i) that the changes are consistent with the Recitals and other con-ditions of this Lease, each Applicable Referendum, and any subsequent referen-dum; (ii) that such changes are designed to enhance the Museum; and (iii) that such changes are reasonably expected not to diminish the importance of the Premises as the home of the Salvador Museum Facility and the Collection.

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10.5 BRICK PROGRAMS: Museum shall not install any brick at the Premises or operate any program at the Premises, as the terms “brick” and “program” are defined in

City Code chapter 25, article IX, as it may be renumbered or otherwise amended from time to time. If the City provides Museum with written notice that Museum has violated this subparagraph 10.5, Museum, at Museum sole cost and expense, shall remove all bricks from the Premises and restore the Premises to its previous condition. If no deadline for such removal and restoration is provided in the notice, Museum shall complete such removal and restoration within 30 days after the City’s delivery of the notice.

11. COLLATERAL USES. Although the Intended Use of the Premises will be for an art museum including but not limited to the storage and display of the Collection, the Premises may be used for purposes in support of the Intended Use, including but not limited to aca-demic programs, education, seminars, symposia, presentations, talks, classes, movies, films, slides, multimedia, retail shops, sales and dispensing of food and alcoholic bever-ages, catering, rental of rooms, event planning, and tours, in compliance with applicable law (collectively “Collateral Uses”).

12. EXCLUSIVE POSSESSION OF BUILDING AND PREMISES. Museum shall have the exclusive possession of the Buildings during the Term. Except as otherwise pro-vided for in this Lease, the Museum shall have the exclusive possession of the Premises during the Term. The City, as Landlord, may not enter any Building without the express permission of Museum except during normal operating hours.

13. MAINTENANCE.

13.1 PREMISES AND BUILDING MAINTENANCE BY MUSEUM. Except as otherwise provided for in this Lease, Museum shall be responsible for all maintenance and repairs to the Premises and the Buildings during the Term. Museum shall maintain the Premises and the Buildings in accordance with the City Code and any other laws, ordinances and regulations and shall, to the extent required by applicable stat-utory or case law, have a duty to warn all persons who enter the Building, Other

Buildings, or Premises of any dangerous conditions known by Museum. This par-agraph shall not relieve either Party from its duties or responsibilities under para-graph 36.

13.2 CENTER MAINTENANCE BY CITY. The City shall maintain or cause to be main-tained the buildings, improvements, landscaping, and other areas outside of the

Premises but within the Center in accordance with the City Code, as it may be amended from time to time, and any other laws, ordinances, and regulations. Such

00784040 / v16 18 of 78 landscaping maintenance shall meet the City’s typical and customary standards for

North Straub Park. This paragraph shall not relieve either Party from its duties or responsibilities under paragraph 36.

13.3 PREMISES VEGETATION MAINTENANCE BY MUSEUM. Museum shall main-tain any exotic plants located within the Premises and hereby releases the City from any responsibility for the care and installation of any exotic plants. For the purposes of this Lease, exotic plants shall mean any type of grasses, plants, shrubs, or trees that are not located in North Straub Park (“Exotic Vegetation”). Any Exotic Vege-tation installed shall be compatible with the use of reclaimed water.

13.4 PREMISES VEGETATION MAINTENANCE BY CITY. In addition to the Exotic

Vegetation, Museum shall maintain in good condition and repair the grass, plants, shrubs, and trees (“Vegetation”) and the reclaimed water irrigation system for the

Premises, and restore and rehabilitate the Vegetation which may be destroyed or damaged by fire, casualty, or other cause unless such destruction and damage is caused by Museum. Such maintenance shall meet the City’s typical and customary standards for North Straub Park. All Vegetation installed shall be compatible with the use of reclaimed water.

13.5 MANUFACTURER’S WARRANTIES. The Parties, shall, whenever possible, extend to each other the benefit of any available manufacturer’s or other warranties.

13.6 DESIGNATED REPRESENTATIVE. During the Term, the City and Museum shall designate a representative to coordinate operations. Such designated representa-tives may be changed by written notice to the other Party in accordance with para-graph 66. The initial designated representatives shall be as follows:

FOR THE CITY – Downtown Enterprise Director

FOR THE MUSEUM – Museum Director

13.7 CLEAN AND RESTORE AS TO CLOSED HOURS PARKING AND CITY USE

DAYS. City shall clean and restore the Premises to its prior condition by the end of each use period for Closed Hours parking and City Use Days.

14. MUSEUM’S RIGHT TO ENCUMBER THE LEASEHOLD INTEREST AND

THE BUILDINGS

14.1 LEASEHOLD INTEREST. Museum’s leasehold interest in the land is separable from the underlying interest of the City in the land and may be encumbered by a

00784040 / v16 19 of 78 leasehold mortgage provided that such mortgage binds any successor owner to the terms and conditions of this Lease. Museum’s ownership of the Buildings is sepa-rable from its leasehold interest in the land and from the City’s underlying interest in the land and shall constitute personal property of the Museum which may be encumbered by Museum provided that such encumbrance binds any successor owner to the terms and conditions of this Lease.

14.2 LIMITATIONS TO ENCUMBRANCES.

14.2.1 Any mortgage or encumbrance shall not extend beyond the Term and shall provide that it shall terminate at the end of the Term or upon the earlier termination of this Lease.

14.2.2 Any mortgage or encumbrance shall be subject to City Council approval which approval shall not be unreasonably withheld or delayed provided that if the City Council does not disapprove of any such mortgage or en-cumbrance within 21 calendar days of receipt of the Museum’s request for approval, the mortgage or encumbrance shall be deemed approved. The

Museum’s request for approval shall include a copy of the proposed mort-gage or encumbrance, the debt instrument(s) and written assurance that such mortgage or encumbrance conforms to the conditions of para-graph 14.

14.3 SUCCESSOR OWNER. In the event any successor owner shall be deemed to be in

Default (as defined in paragraph 31) and this Lease provides that such a Default results in a termination of this Lease, the mortgage shall become null and void.

15. ASSIGNMENT; LICENSES; SUBLEASES.

15.1 Museum may not delegate performance nor assign this Lease or any of its rights under this Lease without City’s prior written consent which shall be granted or withheld in the City’s sole discretion and subject to each Applicable Referendum and the City Charter. Any such purported delegation or assignment without City’s prior consent shall be null and void and shall constitute a Default. Any purported involuntary assignment of this Lease or assignment by operation of law, whether by bankruptcy or insolvency, merger (whether as the surviving or disappearing cor-poration), consolidation, dissolution, reorganization, transfer of the Museum or controlling interest in the Museum, or court order effectuating such assignment or any other method, shall be null and void and shall constitute a Default unless such

00784040 / v16 20 of 78 underlying transaction is approved by the City Council which approval shall be in the sole discretion of the City Council.

15.2 Notwithstanding the foregoing, the Museum may enter into limited duration li-censes and subleases of the Premises from time to time for up to seven consecutive days each for the Intended Use and Collateral Uses. Licenses or subleases that ex-ceed seven consecutive days and less than five years require the written consent of the City, which consent shall not be unreasonably withheld or delayed. Licenses or subleases that exceed five years require the approval of the City Council which approval shall be in the sole discretion of the City Council. Further, pursuant to the

2004 Referendum, the City may withhold consent to a license or sublease of the

Premises by Museum on the basis of the terms and conditions set forth in the 2004

Referendum and such withholding of consent shall not be deemed unreasonable.

15.3 Notwithstanding the foregoing, the Museum may, without City consent, enter into limited duration licenses or subleases of the Premises with the Promoter or such entities as may be authorized by the Promoter, for such duration as those parties may agree, but not to exceed the duration of the Grand Prix, as those terms are defined in paragraph 32.

16. PERMITS AND APPROVALS. The following requirements apply at all times during the Term:

16.1 REGULATORY APPROVALS. Museum shall construct any Building or other im-provement on the Premises in accordance with all then-applicable federal, state, and local requirements (“Regulatory Approvals”).

16.2 PERMITS AND LICENSES. Museum shall diligently pursue obtaining all building permits, certificates of occupancy and any other approvals, licenses or permits, as may be required from all government authorities, utility companies or other entities for the construction within the Premises (collectively, “Permits and Licenses”).

16.3 COMPLIANCE WITH CODES. All building construction work shall be completed in compliance with all then-applicable codes, ordinances, rules, and regulations of applicable governmental authorities, in a good and workmanlike manner by li-censed contractors with appropriate building permits.

17. CITY WORK.

17.1 COVERED WALKWAY. Museum acknowledges that the City satisfied its obliga-tions under subparagraph 17.1 of the 2007 Lease prior to the Amendment Date by

00784040 / v16 21 of 78 designing and constructing a covered walkway consistent with the design and ma-terials utilized for the balance of the Center, running from the Mahaffey Theater along the Parking Garage east wall and up to the entrance of the Museum’s Build-ing. City shall maintain that covered walkway while it remains in existence, and

Museum acknowledges that City may remove such covered walkway in conjunc-tion with Future Center Improvements (as defined in paragraph 75).

17.2 STORMWATER. Museum acknowledges that the City satisfied its obligations under subparagraph 17.2 of the 2007 Lease prior to the Amendment Date by re-routing then-existing 60-inch stormwater facilities located within the buildable area of the

Building Lot…