LEASE
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PINELLRS COUNTY FLR,
OFF,REC,BK 12189 PG 2293
LEASE
THIS LEASE AGREEMENT, made and entered into this _ day of August,
2002, by and between CLEARWATER SEASHELL RESORT, L.c., a Florida limited
liability company, hereinafter referred to as "Lessor", and THE CITY OF CLEARWATER,
FLORIDA, a Florida municipal corporation, hereinafter referred to as "Lessee".
WITNESSETH:
In consideration of the mutual covenants herein exchanged, the monies advanced
and other good and valuable considerations, Lessor does hereby lease to Lessee and Lessee does
hereby lease from Lessor the following real property in Pinellas County, Florida, described in the
attached Exhibit "A", including the interim parking facilities thereon to be constructed.
The parties agree that the terms and conditions of the Lease are as follows:
1. Term. This Lease shall have a term commencing upon
issuance of the Certificate of Completion for the Parking Lot and ending March 30,2006.
Notwithstanding the foregoing, the parties agree and stipulate that Lessor may terminate this
Lease at anytime with 90 days notice in writing to Lessee, in advance of the termination date.
This right of termination is specifically bargained for between the parties.
2. Rent. Rent for the term of this Lease shall be payable monthly
commencing on the 1 st day of the month following issuance of a Certificate of Completion of the
parking facilities constructed on the Exhibit "A" property, and on the 1 st day of each successive
month thereafter, in advance Rent for the partial month prior to such initial rental payment shall
be pro-rated and paid separately by Lessee to Lessor, if any. Monthly rent for the term of the
Lease shall be the product of 152 (which represents the actual nwnber of spaces minus half of
the handicapped spaces) times $2,500 divided by 12. (152*2500/12 =31,666.66). Lessor shall be
responsible for all applicable taxes including ad valorem taxes.
3. Rental Payments. All payments required hereunder shall be paid to the
Lessor at 28059 U.S. Highway 19 North, Suite 100, Clearwater, Florida 33761, or in such other
reasonable manner as Lessor shall prescribe.
4. Use of Premises. The premises shall be used by Lessee as a municipal
parking lot and for such other purposes as shall be established in the Modified Development
Agreement executed between the parties. Lessor reserves the right and Lessee specifically
consents to Lessor's placement on the subject property of temporary signage indicating that the
subject property constitutes a future project development site with contact information, as well as
replacement announcement signage, which may replace the initial signage, at such time as
Lessor has issued notice of termination of this Lease to Lessee.
5. Condition of Premises. The Lessee may not make any improvements on
the premises, without the express advance written consent of Lessor, which shall not be
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OFF,REC,8K 12189 PG 2294
unreasonably withheld. Both parties acknowledge that at execution hereof, such parking
facilities are yet to be constructed, and that the same shall be constructed at Lessor's expense and
provided to Lessee in a "turn key" manner, excepting only acquisition and installation of meter
heads or similar facilities and/or equipment, the same to be provided at Lessee's expense, and
removed and retained by Lessee at conclusion hereof.
6. Maintenance Responsibilities.
A. During the term of the Lease, Lessor shall be responsible for
maintenance as follows:
None.
B. During the term of the Lease, Lessee shall be responsible for
maintenance as follows: Lessee shall keep the parking lot swept and maintained in good order,
with all insurance coverages in force.
7. Quiet Enjoyment. Subject to Lessee's full compliance hereunder, Lessor
shall do nothing to interfere with Lessee's quiet enjoyment of the property, provided, however,
that Lessor shall not be required to do anything not specified in this Lease to permit Lessee to
have such quiet enjoyment.
8. Utilities. Lessee shall be responsible for the cost of all utilities, from and
after commencement of rent.
9. Liens. Lessee shall not allow any liens to be imposed on the property, and
the Lessor may satisfy all liens imposed within thirty (30) days after notice of such liens is
recorded in the appropriate public office and either add such cost to the rental, or to the sales
price of the property, or terminate the Lease, or require Lessee by appropriate legal action to
indemnify Lessor.
10. Real Estate Taxes. Lessor shall pay the ad valorem real property taxes on
the property.
11. Indemnification. Subject to the sovereign immunity limits set forth in
Florida Statute 768.28, Lessee shall defend and indemnify Lessor and hold Lessor harmless for
injuries or damages incurred by anyone or the property of anyone attributed to the use of the
leased property. Such indemnity shall include all costs or claims incurred by Lessor by reason of
such damages or injuries or claims made to, or upon Lessor, including reasonable attorney's fees.
12. Insurance. Lessee will provide letter of self-insurance for the leased
premises subject to the terms set forth by Lessee's Risk Management Department.
13. Assignment/Sublease. Lessee may not assign, sublease, or in any way
convey its interest in all or any part of this Lease to anyone or any firm, corporation, society, or
persons without the prior consent in writing by Lessor, which consent shall not be unreasonably
withheld.
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PINELLRS COUNTY FLR,
OFF,REC,8K 12189 PG 2295
14. Insolvency of Tenant. Bankruptcy, assignment for the benefit of
creditors, or any similar action by Lessee shall immediately terminate this Lease.
15. Waste. Lessee shall maintain the property in good repair at all times and
shall permit no waste of the property, and shall promptly notify Lessor of required repairs when
needed.
16. Default. Should the Lessee fail to pay the rent or any other charges
arising under the Lease promptly as stipulated; or voluntary or involuntary bankruptcy
proceedings be commenced by or against Lessee; or should Lessee make an assignment for the
benefit of creditors, then, in any of the said events, Lessee shall be ipso facto in default and
Lessor may demand the rent for the whole unexpired term of the Lease or proceed one or more
times for past due installments without prejudicing his rights to proceed later for the rent for the
then unexpired term.
Provided that in case any rent shall be due and unpaid or if default shall be
made in any of the covenants herein contained, or if said premises shall be abandoned, deserted,
or vacated, then it shall be lawful for the said Lessor, his agents, attorneys, successors or assigns
to re-enter, repossess the said premises and the Lessee and each and every occupant to remove
and put out, and upon re-entry as aforesaid this Lease shall terminate. In the event of re-entry by
the Lessor as herein provided Lessee shall be liable in damages to said Lessor for all loss
sustained.
The failure of Lessor to insist upon the strict performance of the terms,
covenants, agreements and conditions herein contained, or any of them shall not be construed as
a waiver or relinquishment of the Lessor's right thereafter to enforce any such term, covenants,
agreement or condition but they shall continue in full force and effect.
16. Notices. All notices, demands, by either party shall be in writing and sent
by registered or certified mail, postage prepaid, return receipt requested or by courier services, or
by hand delivery to the office for each party indicated below and addressed as follows:
(a)
If to Lessor:
Clearwater Seashell Resort, LLC
748 Broadway, Suite 202
Dunedin, Florida 34698
Attn: Richard Gehring
With Copies to:
William J. Kimpton, Esquire
Kimpton, Burke & Bobenhausen, P .A.
28059 U.S. Highway 19 North, #100
Clearwater, FL 33761
(b)
If to Lessee:
City of Clearwater, Florida
112 S. Osceola Avenue
Clearwater, FL 33756
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PINELLRS COUNTY FLR,
OFF,REC,8K 12189 PG 2296
With Copies to:
Pamela K. Akin, Esquire
Clearwater City Attorney
112 S. Osceola Avenue
Clearwater, FL 33756
17. Enforcement. Should either party be required to enforce the provisions of
this Agreement, by litigation or otherwise, then the prevailing party, together with any award or
judgment, shall be entitled to all of the costs incurred incident to said enforcement, including
reasonable attorney's fees, whether at trial or appellate levels or otherwise.
18. Binding Agreement. This Agreement shall constitute the entire
Agreement between the parties and shall bind their respective heirs, successors and assigns. No
amendments or modifications hereof shall be given effect unless in writing and signed by both
Buyer and Seller. This Agreement supersedes any prior agreements between the parties hereto.
19. Gender. Wherever used herein, the use of the singular number shall
include the plural, and the plural the singular, the use of any gender shall include all genders.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first hereinabove written.
Witnesses:
"LESSOR"
CLEARWATER SEASHELL RESORT, L.C.,
a Florida limited liability company
By
William J. Kimpton, Managing Member
(COMPANY SEAL)
"LESSEE"
CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation
By
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