LEASE AGREEMENT BETWEEN THE CITY OF ANSONIA

and

WALTER KENDZIERSKI, ET. AL.

Lease Agreement (hereinafter “Agreement”) dated _____ day of March 2022 by and

between the City of Ansonia (hereinafter “City”), acting by and through its Mayor, David S.

Cassetti, duly authorized and Walter Kendzierski, Jeanne Kendzierski Nancy King, Rebecca

Kendzierski, Patricia DeBiase, Jo-Ann Hartsburg and Stanley Kendzierski (hereinafter

collectively referred to as “Owners” or “the Owners”) with their principal place of business at

100 Main Street, Ansonia, Connecticut, relative to the Ansonia Opera House, located within 100

Main Street, Ansonia Connecticut (hereinafter “the Ansonia Opera House,” and/or “the

Property”).

WHEREAS, the City, through its Mayor and Board of Aldermen, recognizes that the

preservation and restoration of the historic Ansonia Opera House (“the Project”) is a matter of

public interest, and that said Project would ultimately benefit the residents and economy of the

City of Ansonia; and

WHEREAS, both the City and Owners desire to enter into a cooperative arrangement to

accomplish the Project; and

WHEREAS, the City and Owners recognize that federal, state and local grant funds are

vital to the success of the Project, and that a partnership between the parties in necessary to

successfully apply for and obtain the needed funds;

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 NOW THEREFORE, the City and Owners (collectively “the Parties”) agree as follows

1. DEFINITIONS

“Ansonia Opera House and/or “the Property,” as those terms are used in this

Agreement, are intended to mean the interior portions of 100 Main Street that were historically

utilized as an Opera House, as set forth with specificity in Schedule A.

“Exterior of the Ansonia Opera House,” as that term is used in this Agreement, is

intended to mean the exterior windows, brickwork, and general façade elements of 100 Main

Street.

“Preservation,” as used in this Agreement, is intended to mean restricting the use of the

interior portions of the Ansonia Opera House to a public or private venue for entertainment,

educational and/or community functions.

“Restoration,” as that term is used in this Agreement, is intended to mean the restoration

of the Ansonia Opera House to an aesthetically pleasing, functional and handicap accessible

facility that can accommodate entertainment, educational and/or community functions, and also

the improvement of the Exterior of the Ansonia Opera House to an aesthetically pleasing

condition that references the historic nature of the property.

“Owners Representative,” as that term is used in this Agreement, is intended to mean a

Walter Kendzierski of Ansonia, Connecticut. In the event Walter Kendzierski is unavailable, or

is deceased, then Jeanne Kendzierski shall serve as the Owner’s Representative. The Owners of

the Property hereby consent to providing Walter Kendzierski and Jeanne Kendzierski with the

legal authority to make decisions, grant approvals and sign documents on behalf of the Owners.

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 2. PROJECT SCOPE: PHASE ONE

City will draft and submit grant applications, with the approval of Owners, to federal,

state and/or local agencies, or otherwise obtaining funding, for the following activities:

a. Replacement of the windows in that portion of the Exterior of the Ansonia Opera House that

directly abuts Main Street, as indicated specifically in the attached work estimate attached as

Exhibit I; and

b. Studying the environmental and structural conditions of the Ansonia Opera House.

Owners and City shall have the right to unilaterally terminate this Agreement if funding for

Section (a) of Phase One of the Project is not formally awarded or otherwise obtained within

twenty-four (24) months of the execution of this Agreement.

3. PROJECT SCOPE: PHASE TWO

Over the lifetime of this Agreement, City agrees to make best efforts to draft and submit

grant applications to federal, state and/or local agencies, or otherwise obtaining funding, for the

purpose of obtaining funds for the following activities:

a. To study environmental and structural conditions at the Ansonia Opera House;

b. To create a master plan for the restoration of the Ansonia Opera House;

c. To make improvements at the Ansonia Opera House; and

d. To continue making improvement s to the Exterior of the Ansonia Opera House.

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 4. JOINT APPROVAL REQUIRED

It is understood by the Parties that all grant applications must be approved in writing by

both the City and Owner’s Representative prior to submission. Further, it is understood that no

improvements shall be made to the Ansonia Opera House and/or Exterior of the Ansonia Opera

House without the mutual, written agreement of both the City and Owner’s Representative.

5. OWNER NOT RESPONSIBLE FOR COSTS

Owner shall, in no instance, be held responsible for the costs of any grant application and

shall not bear the cost of any matching funds in the event such funds are required to obtain any

specific grant.

The Owner shall, in no instance, be responsible for any costs associated with the repair,

maintenance renovation and/or upkeep of the Property. The cost of any such repair, maintenance,

renovation and/or upkeep which are not covered by any grant or other funds received by the City

shall be sole responsible of the City and the City shall not seek any reimbursement or

indemnification from the Owner for any repair, maintenance, renovation and/or upkeep of the

Property.

6. CITY TO MAINTAIN GRANT FUNDS AND HIRE CONTRACTORS

It is agreed by the parties that all grant funds obtained under this agreement will be held

and administered exclusively by the City. All contracts for services paid for by said grant funds

shall be between the City and contractors. The City shall notify the Owner when the City solicits

any bid or Request for Proposal for any repair, maintenance, renovation and/or upkeep of the

Property.

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 7. LEASE TERM

Owner shall lease to the City of Ansonia, under the conditions set forth in this

Agreement, the Ansonia Opera House, as described in Schedule A. The City shall pay to the

Owner a monthly rental of One Dollar ($1.00) for the rental of the Ansonia Opera House.

The Ansonia Opera House shall be used exclusively by the City for the purposes of

entertainment, educational and/or community functions, and raising awareness and/or funds in

furtherance of the preservation and restoration of the Ansonia Opera House.

It is understood by the Parties that the Ansonia Opera House is being leased in an “as-in”

condition without any express or implied representations or warranties of any kind by the

Owners or their agents, regarding the Ansonia Opera House.

The City acknowledges that, at the time of the execution of this Lease Agreement, it shall

assume responsibility for payment of all utilities currently serving the Ansonia Opera House,

including electrical service. The City at is sole cost and sole discretion, may cause to have any

additional utility services reestablished to the Ansonia Opera House, subject to the provisions of

separate metering set forth below.

If the City, at its sole option, elects to reestablish additional utilities to the Ansonia Opera

House, then the City shall cause to have installed, at the City’s sole expense, separate meters for

all metered utilities for the Ansonia Opera House and the additional floors of the Property, and

the City shall have all metered utilities which serve the Ansonia Opera House portion of the

Property be in the name of the City of Ansonia and shall have all bills for metered utility service

which serve the Ansonia Opera House portion of the Property be sent to and be the sole

responsibility of the City of Ansonia. In the event that this Agreement expires, or is otherwise

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terminated, the City shall discontinue said metering accounts or, upon written request of the

Owner made prior to the date of termination, transfer the account for said service to the Owner.

The Monthly Rental Payment is to be made to Owner’s Representative or as may be

otherwise directed by the Owner’s Representative in writing. The City may choose to pay one

full year of monthly rental payments on or before the annual anniversary date of this Lease

Agreement.

In the event that the Ansonia Opera House is issued a Certificate of Occupancy for

commercial purposes, the City shall become responsible for outside grass maintenance and for

the removal of snow from the sidewalks and parking area immediately adjacent to the building

located at 100 Main Street, Ansonia, Connecticut. In the event the City fails to provide for

grass maintenance and/or snow removal, and the Owner incurs any cost for grass maintenance

and/or snow removal, the Owner shall provide the invoice for such services to the City and the

City shall reimburse the Owner for said costs incurred by the Owner within ten (10) days of

receipt of the invoice by the City. Nothing in this Agreement shall require the City to perform

exterior maintenance at the Property until the time a Certificate of Occupancy for commercial

use is obtained.

The Owners do not assume any responsibility for, or incur any liability for any injury to,

any person or the property thereof caused by an act or omission of the City.

8. TERM

The term of this Agreement and the term of this lease of the Ansonia Opera House shall

be for a period of THIRTY YEARS, beginning on January 1, 2022 and ending December 31,

2052. At the conclusion of this Lease Agreement, the Ansonia Opera House portion of the

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Property, including all repairs, improvements, fixtures, and/or upgrades made to the Ansonia

Opera House portion of the Property by the City, shall revert back to the Owner.

9. FIXED TAX ASSESSMENT

The City of Ansonia’s Tax Assessor shall fix the assessed value of the Ansonia Opera

House for the purpose of taxation at an amount equal to its assessed value as of October 1, 2022

(hereinafter the “Fixed Assessment.” The Fixed Assessment shall be determined through the

regular City assessment process based on the grand list of October 1, 2022, after any and all

appeals have been resolved, if any.

This Fixed Assessment shall be effective for as long as this lease agreement is in effect.

In the event that a subsequent City-wide reevaluation lowers the assessment of the Ansonia

Opera House below its October 1, 2022 value, the lower assessment shall be used as the new

Fixed Assessment, to be determined in the same manner set forth above.

Nothing in this Agreement shall prevent the Owners from disputing, challenging or appealing the

October 1, 2022 assessment of the Ansonia Opera House, or any subsequent assessment.

For the purpose of this Section, “Ansonia Opera House” shall mean the exterior of 100

Main Street; the lobby and staircase leading to the second floor of 100 Main Street; the Second

Floor of 100 Main Street; and the Third Floor of 100 Main Street.

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 10. TAX CREDIT

The City shall extend an annual tax credit in the amount of $3,000.00, to be reflected in

the Owners yearly property tax bill. The tax credit shall be applied every year that this

Agreement is in effect.

11. INSURANCE

The City shall secure and maintain appropriate property and casualty insurance for its use

of the Ansonia Opera House in an amount not less than One Million ($1,000,000.00) Dollars and

shall name the Owners as additional insureds.

The City shall save the Owners harmless from all claims, demands, payments, suits,

actions, recoveries and judgments of every kind and description brought to recovered against it,

by reason of any act or omission of the City, its agents or employees.

The City shall pay, indemnify and save harmless the Owners, their agents and employees,

from all suits, actions, claims, demands, damages, losses, expenses and costs of every kind and

description to which the Owners or their agents or employees, may be subjected to by reason of

injury (including death) to persons or damage to property resulting from or growing out of any

act of commission or omission by the City, its agents and employees in connection with the

City’s use, occupancy or operation of the Ansonia Opera House, possession of which has been

vested in the City pursuant to this Agreement. The Owners shall give notice of any such suit,

action, claim, demand, damage, loss, expense, and cost forthwith and the Owners shall not object

to intervention of the City in any suit or action.

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 12. DEED RESTRICTION

Upon completion of Phase One of the Project, as described in Section 2(a) of this

Agreement, and in consideration of the funds invested on improving the Exterior of the Ansonia

Opera House, a Deed Restriction shall be filed on the Ansonia Land Records restricting use of

the Ansonia Opera House to entertainment, educational and/or community functions for a period

of thirty (30) years.

13. SUBLEASING

The City’s subleasing of the Ansonia Opera House is permissible only with the mutual

written agreement of the City and Owners.

14. LEASE TO SURVIVE SALE OF PROPERTY

The parties agree that this Lease Agreement shall survive any sale of 100 Main Street,

Ansonia, Connecticut, unless mutually agreed otherwise by the Parties.

15. RIGHT OF FIRST REFUSAL

If, during the lifetime of this Agreement, Owner receives either a bona fide written offer

by a willing third party to purchase the entirety of 100 Main Street which Owners intend to

accept, or a purchase agreement which Owners intend to enter into (collectively the “Offer”),

Owners shall give written notice to the City at least thirty (30) days before the date of

contemplated sale.

Within thirty (30) business days after receipt of the written notice, City shall have the

right to notify Owners that it is exercising its Right of First Refusal and will purchase 100 Main

Street pursuant to a purchase agreement which incorporates the terms and conditions of the

Offer.

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 If City fails to exercise its Right of First Refusal within the time stated above, this Right

of First Refusal shall have no more force and effect.

16. MISCELLANEOUS PROVISIONS

This Agreement shall be governed by the laws of the State of Connecticut.

This Agreement represents the entire and integrated agreement between the parties and

supersedes all prior negotiations, representations or agreements, either written or oral.

This Agreement may be amended only by written instrument signed by both parties.

This Agreement is not assignable by The City.

All notices, demands and requests which may or are required to be given by either party

to the other shall be in writing. All notices, demands and requests by the City to the Owners

shall be sent by Untied States Certified or Registered Mail, postage prepaid, addressed to Walter

Kendzierski 100 Main Street, Ansonia, Connecticut, 06401. All notices, demands and requests

by the Owners to the City shall be sent by United States Certified or Registered Mail, postage

prepaid, addressed to the Office of the Mayor, City of Ansonia at 253 Main Street, Ansonia

Connecticut, 06401 or such other place as the City may from time to time designate in written

notice to Owners.

The failure to the Parties to insist in any one or more cases upon the strict performance of

any of the terms, covenants or conditions of this lease or to exercise any option herein contained

shall not be construed as a waiver or a relinquishment for the future of such terms, covenants or

conditions or option.

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 17. USE OF FUNDS GENERATED

The City shall have the sole discretion as to how funds generated from the City’s use of

the Ansonia Opera House are utilized.

The City is aware of other Tenants which occupy space on the lower floors of the

Property and agree that any use of the Property by the City shall not interfere with those Tenants’

rights to utilize their demised premises and shall not interfere with the quiet enjoyment of those

Tenants’ demised premises.

The Owner’s Representative shall have the right to enter the Ansonia Opera House

portion of the Property at reasonable times to inspect the Property and to ensure the Property is

in good repair and being properly maintained.

18. ANSONIA OPERA HOUSE COMMISSION

The City of Ansonia shall create, and for the life of this Agreement maintain, an Ansonia

Opera House Commission tasked with making recommendations to the City of Ansonia on

restoration and preservation of the Ansonia Opera House. The Owner’s Representative shall at

all times be a member of the Ansonia Opera House Commission.

19. MAILING ADDRESS

The mailing address for purposes of the agreement shall be:

(a) City of Ansonia: Office of the Mayor, 253 Main Street, Ansonia Connecticut 06401.

(b) The Owners: Walter Kendzierski 100 Main Street, Ansonia, Connecticut, 06401

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20. ENFORCEMENT

In the event that either Party seeks to enforce any provision of this Agreement, the

prevailing party shall, in addition to any other damages, awarded or agreed to by the breaching

Party, be entitled to recover all costs to enforce this Agreement, including, but not limited to,

attorney fees, court fees, and/or collection fees, incurred by the prevailing party. In the event

that Owner terminates this Agreement in violation of the terms and conditions herein, Owner

shall be liable for monetary penalties in an amount equal to the grant funding that the City has

obtained for the Ansonia Opera House prior to the Agreement’s termination.

21. COUNTERPARTS

This Agreement may be executed in Counterparts, and maybe executed via a digital

signature. Each separate counterpart shall constitute a complete and executed Agreement.

22. AMENDMENTS/MODIFICATIONS

This Agreement shall only be amended and/or modified in writing. No verbal amendment

and/or modification shall be allowed and shall be deemed null and void.

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IN WITNESS WHEREOF, the parties have set their hands and seals.

THE CITY OF ANSONIA

_____________________________
By: DAVID S. CASSETTI
ITS MAYOR

THE OWNERS

_________________________________
Walter Kendzierski

_________________________________
Jeanne Kendzierski

_______________________________
Rebecca Kendzierski

_________________________________
Nancy King

________________________________
Patricia DeBiase

_________________________________
Jo-Ann Hartsburg

_________________________________
Stanley Kendzierski

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