LAND LEASE AGREEMENT
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LAND LEASE AGREEMENT
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LEASE AGREEMENT, entered into this ~ day of
, 2002, between the CITY OF CLEARWATER, a Florida municipal
corporat" n, as Lessor, and ARNOLD-BROWN PROPERTIES, Florida general partnership,
Florida Statutes, as Lessee.
WIT N E SSE T H:
That the Lessor does lease to the Lessee the following premises consisting of
approximately 18,704 square feet of asphalt-paved parking located in Clearwater, Pinellas
County, Florida:
A portion of the Northwest % of the Northeast % of Section 16, Township 29
South, Range 15 East, Clearwater, Florida being more particularly described as
follows:
Begin at the intersection of the south right-of-way line of Drew Street and the
west right-of-way line of North Fort Harrison Avenue for a POINT OF BEGINNING;
run thence south along the west right-of-way line of North Fort Harrison Avenue,
54.30 feet; thence west, 345.00 feet; thence north, 54.30 feet; thence east along
the south right-of-way line of Drew Street, 344.08 feet to the POINT OF
BEGINNING, having an address of: 421 Drew St., Clearwater, FI. 33755.
Such property shall hereinafter be referred to as the "Premises" or the "leased
premises" or the "demised premises" or the "leased property."
1. LEASE TERM.
The term of this lease shall be for Five years; which term will commence on the ~
day of September , 2002, and shall continue until midnight on the 11 ",j- day
of Au~ust , 2007 (herein called the "initial term"). The Lessee, with prior
written approval of Lessor, shall have the option to extend the term of this lease for one
successive period of five years. No such renewal or extension shall be deemed a waiver by
Lessor of any breach or default which may then exist. The extended term shall be upon the
same conditions and terms, and the rent shall be determined and payable, as provided in this
agreement, except that there shall be no privilege to extend the term beyond the expiration of
the extended term period as hereinabove specified. The Lessee shall exercise the option for an
extended term by notifying the Lessor in writing at least two (2) calendar months prior to the
expiration of the current term. Within fifteen (15) days following receipt of such notice, Lessor
shall deliver written response to Lessee as to Lessor's intentions regarding the proposed
extension, approval of which shall not be unreasonably withheld. Upon such exercise, this
lease shall be deemed to be extended without the execution of any further lease or other
instrument. Lessee's failure to exercise the option shall nullify the option to extend the lease
term.
2. RENT.
The L~ssee agrees to pay and the Lessor agrees to accept as rent during the initial term
of this lease the sum of Six Thousand Four Hundred Fifty Six and 00/100 Dollars ($6,456.00)
annually, payable in equal monthly installments of Five Hundred Thirty Eight and 00/100 Dollars
($538.00) per month, the first such installment being payable upon the execution of this lease,
and the balance of such installments being payable in advance at the beginning of each
successive monthly rental period thereafter. In addition, Lessee shall pay sales tax on all lease
payments. On each successive annual anniversary date hereunder beginning on
~ ~ / , 2003, the annual rent shall be adjusted to an amount equal to the annual
\ L/ ren due for the year Immediately preceedlng each anlversary Increased or decreased by an
amount equal to the cumulative annual increase or decrease, if any, in the Bureau of Labor
Statistics Consumer Prices Index - All Urban Consumers for the twelve month period ending 90
days prior to each anniversary date (the "adjustment date"), except that in no event shall the
annual rent adjustment increase less than 3% or greater than 5% from the year immediately
preceeding each adjustment date. Lessee shall pay rent and any additional rent as hereinafter
provided to Lessor at such place as Lessor may designate in writing, without demand and
without counterclaim, deduction or setoff.
3. USE OF PREMISES.
The premises are leased to Lessee solely for the following uses and no other use can be
made of the premises during the term without the written consent of the Lessor, which consent
shall not be unreasonably witheld: The premises will be used for non-commercial, unmetered
parking for the use and benefit of Lessee's employees, tenants and invitees in connection with
their respective occupancy or visitations in and to that certain five-story office building
commonly known as 121 North Osceola Avenue, Clearwater, Florida, and the building
commonly known as the West Coast Hotel building. Lessor may also use the premises for
public parking on weekends, public holidays and City Special Events as long as such use does
not unreasonably interfere with Lessee's use of premises and Lessor assumes such costs for
operation, liability and clean up during Lessor's use. Notwithstanding the foregoing, should the
building located at 121 North Osceola Avenue be occupied by private sector tenants, then the
parking lot may not be used for public parking.
4. UTILITIES.
Water, sewer, electric and all other utilities of any kind shall be billed directly to Lessee
and are or shall be individually metered for the subject premises. All deposits for such utilities
shall be the sole responsibility of Lessee.
5. MAINTENANCE AND TAXES.
Lessee shall be responsible for maintaining the Premises in compliance with City of
Clearwater Land Development Code, Article 3, Division 15, subsection K (Property
Maintenance Requirements) as adopted January 21, 1999, or as amended thereafter.
Lessee shall be responsible for timely payment of all real property taxes, and all personal
property taxes, if any, as may result from the operation of this Lease Agreement.
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6. OBSERVANCE OF LAWS AND ORDINANCES.
Lessee agrees to observe, comply with and execute promptly at its expense during the
term hereof, all laws, rules, requirements, orders, directives, codes, ordinances and regulations
of governmental authorities and agencies and of insurance carriers which relate to its use or
occupancy of the demised premises.
7. ASSIGNMENT OR SUBLEASE.
Lessee shall not, without first obtaining the written consent of Lessor, which consent
shall not be unreasonably witheld or delayed, assign, mortgage, pledge, or encumber this
lease, in whole or in part, or sublet the premises or any part thereof. This covenant shall be
binding on the legal representatives of Lessee, and on every person to whom Lessee's interest
under this lease passes by operation of law, but it shall not apply to an assignment or subletting
to an affilliate lessee or to a transfer of the leasehold interest occasioned by a consolidation or
merger involving such lessee or to the charging of a fee for use of the premises for parking
purposes.
8. ALTERATIONS AND IMPROVEMENTS.
The Lessee shall not make any structural alterations or modifications or improvements
which are part of the leased property without the written consent of the Lessor, which consent
shall not be unreasonably witheld or delayed, and any such modifications or additions to said
property shall become the property of the Lessor upon the termination of this lease or, at
Lessor's option, the Lessee shall restore the leased property at Lessee's expense to its original
condition. The restrictions of this paragraph shall not apply to maintenance of the leased
property, but shall apply to any change which changes the architecture or purpose of the
property, or which annexes a fixture to any part of the leased property which cannot be
removed without damage thereto. In the event Lessee desires to make any alterations or
modifications, written notice shall be given to the Lessor. Unless the Lessor objects to such
proposals by notice to Lessee within twenty (20) days after written notice from Lessee, the
proposal shall be deemed approved. Lessee shall have no power or authority to permit
construction or materialmen's liens to be placed upon the leased property in connection with
maintenance, alterations or modifications. Lessee shall, within fifteen (15) days after notice from
Lessor, discharge any construction liens for materials or labor claimed to have been furnished
to the premises on Lessee's behalf. Not later than the last day of the term Lessee shall, at
Lessee's expense, remove all of Lessee's personal property and those improvements made by
Lessee which have not become the property of Lessor, including trade fixtures and the like. All
property, including signage, remaining on the premises after the last day of the term of this
lease shall be conclusively deemed abandoned and may be removed by Lessor and Lessee
shall reimburse Lessor for the cost of such removal.
9. RISK OF LOSS.
All personal property placed or moved in the premises shall be at the risk of the Lessee
or owner thereof. The Lessor shall not be responsible or liable to the Lessee for any loss or
damage that may be occasioned by or through the acts or omissions of persons occupying the
premises unless the same is due to the willful negligence of the Lessor, its agents, servants
guests, invitees, or employees.
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10. RIGHT OF ENTRY.
The Lessor, or any of its agents, shall have the right to enter said premises during all
reasonable hours, to examine the same to make such repairs as may be deemed necessary for
the safety, comfort, or preservation thereof, or to exhibit said premises. Any and all such repairs
made by Lessor as a result of Lessee's non-compliance with maintenance requirements of
Paragraph 5 hereof, shall be billed to Lessee in the full amount of Lessor's cost and shall be
due an payable within ten (10) days following receipt thereof by Lessee. The right of entry shall
likewise exist for the purpose of removing placards, signs, fixtures, alterations or additions,
which do not conform to this agreement.
11. RESTORING PREMISES TO ORIGINAL CONDITION.
Lessee represents that the premises leased are in good, sanitary and tenantable
condition for use by Lessee. Lessee's acceptance or occupancy of the leased premises shall
constitute recognition of such condition. Lessee hereby accepts the premises in the condition
they are in at the beginning of this lease and agrees to maintain said premises in the same
condition, order and repair as they are at the commencement of said term, and to return the
premises to their original condition at the expiration of the term, excepting only reasonable wear
and tear arising from the use thereof under this agreement. The Lessee agrees to make good
to said Lessor immediately upon demand, any damage to appurtenances of said premises
caused by any act or neglect of Lessee or of any person or persons in the employ or under the
control of the Lessee.
12. INSURANCE.
During the term of this Lease Agreement, and any extension thereof, Lessee shall
procure and maintain the following insurance against claims for injuries to persons or damage
to property which may arise from or in connection with this lease:
a. Minimum Scope of Insurance: A comprehensive General Liability policy
and Fire Insurance policy covering the demised Premises, and Lessee
activities offurring thereon, shall be obtained and maintained in force by
Lessee.
b. Minimum Limits of Insurance: Comprehensive General Liability Insurance
procured in accordance with this article shall have minimum coverage limits
of $500,000 bodily Injury and $100,000 with respect to property damage
arising our of anyone (1) occurrence. Such policies shall be carried in
companies licensed to do business in the State of Florida.
c. Additional Names Insured: Each insurance policy issued as a requirement
of this agreement shall name the City of Clearwater as additional named
insured. The coverage shall contain no special limitations on the scope of
the protection afforded to the Lessor, its officers, employees or agents.
d. Verification of Coverage: Lessee shall furnish the Lessor with Certificates
of Insurance with all endorsements affecting coverage required by this
paragraph. These forms shall be received and aproved by the Lessor's Risk
Manager berfore execution of this Lease agreement by authorized City
officials.
13. CASUALTY DAMAGE TO PREMISES
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a. Reparable Damage: Any time the Premises or improvements thereon are
damaged or destroyed to the extent that the Lessee cannot therefore
conduct its activities and the Lessor determines that the demised Premises
can be restored by making appropriate repairs, Lessor shall effect such
repairs expeditiously and to the satisfaction of Lessee.
b. Catastrophic Damage: In the event of total destruction of or catastrophic
damage to the demised premises, the Lessee may terminate this lease as of
the date of such damage or upon thirty (30) days written notice to the other
party.
c. Waiver of Recovery Rights: Both parties waive any and all rights of
recovery against the other party for any direct or indirect loss occurring to the
demised premises in the event of damage categorized in Sections 1 and 2
above which is covered by insurance.
14. EMINENT DOMAIN.
If the whole or any part of the premises hereby leased shall be taken by any public
authority under power of eminent domain, then the term of this lease shall cease on the part so
taken from the date title vests pursuant to such taking, and the rent and any additional rent shall
be paid up to that day, and if such portion of the demised premises is so taken as to destroy the
usefulness of the premises for the purpose for which the premises were leased, then from that
day the Lessee shall have the right to either terminate this lease or to continue in possession of
the remainder of the same under the terms herein provided, except that the rent shall be
reduced in proportion to the amount of the premises taken. The parties agree that the Lessee
shall not be entitled to any damages by reason of the taking of this leasehold, or be entitled to
any part of the award for such taking, or any payment in lieu thereof.
15. DEFAULT; REMEDIES; TERMINATION BY LESSOR.
(a) The Lessee further covenants that, if default shall be made in the payment of rent, or
any additional rent, when due, or if the Lessee shall violate any of the other covenants of this
lease and fail to correct such payment or other default within fifteen (15) days after a written
request by the Lessor to do so, then the Lessor may, at its option, deem this lease terminated,
accelerate all rents and future rents called for hereunder (reduced to present value) and Lessee
shall become a tenant at sufferance, and the Lessor shall be entitled to obtain possession of
the premises as provided by law.
(b) In case the leased property shall be abandoned, as such term is defined by Florida
Statutes, the Lessor, after written notice to Lessee as provided by Florida Statutes, Lessor may
(i) re-enter the premises as the agent of the Lessee, either by force or otherwise, without being
liable to any prosecution or claim therefor, and may relet the leased property as the agent of the
Lessee and receive the rent therefor and apply the same to the payment of such expenses as
Lessor may have incurred in connection with the recovery of possession, reduction, refurbishing
or otherwise changing or preparing for reletting, including brokerage and reasonable attorneys
fees. Thereafter, it shall be applied to the payment of damages in amounts equal to the rent
hereunder and to the cost and expenses of performance of the other covenants of Lessee as
provided herein; or (ii) the Lessor may, at its option, terminate this lease by giving the Lessee
fifteen (15) days' written notice of such intention served upon the Lessee or left upon the leased
property, and the term hereof shall absolutely expire and terminate immediately upon the
expiration of said fifteen (15) day period, but the Lessee shall nevertheless and thereafter be
liable to the Lessor for any deficiency between the rent due hereunder for the balance of the
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term of this lease and the rent actually received by Lessor from the leased property for the
balance of said term.
(c) The Lessor, at its option, may terminate this lease as upon the occurrence of any or
all of the following events:
1. Lessor determines at a duly constituted City Commission meeting that the
lease premises are needed for other municipal purposes and serves Lessee with sixty
(60) days written notice of such intended use.
2. An assignment by Lessee for the benefit of creditors; or the filing of a
voluntary or involuntary petition by or against Lessee under any law for the purpose of
adjudicating Lessee bankrupt; or for reorganization, dissolution, or arrangement on
account of or to prevent bankruptcy or insolvency; or the appointment of a receiver of
the assets of Lessee; or the bankruptcy of the Lessee. Each of the foregoing events
shall constitute a default by Lessee and breach of this lease.
16. MISCEllANEOUS.
(a) All installed parking meters upon the demised premises shall be removed by Lessor
within fifteen (15) days following lease approval by the Lessor.
(b) The Lessor shall have the unrestricted right of assigning this lease at any time, and
in the event of such assignment, the Lessor shall be relieved of all liabilities hereunder.
(c) This contract shall bind the Lessor and its assigns or successors, and the Lessee
and assigns and successors of the Lessee.
(d) It is understood and agreed between the parties hereto that time is of the essence of
this lease and this applies to all terms and conditions contained herein.
(e) It is understood and agreed between the parties hereto that written notice sent by
certified or registered mail, or hand delivered to the office of the Lessee, shall constitute
sufficient notice to the Lessee, and written notice sent by certified or registered mail or hand
delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to comply
with the terms of this contract.
(f) The rights of the Lessor under the foregoing shall be cumulative, and failure on the
part of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit
any of the said rights.
(g) It is hereby understood and agreed that Lessee shall use no signs in connection with
the premises hereunder, except which signs shall be subject to the prior approval of the Lessor
which approval shall not be unreasonably withheld or delayed.
(h) It is understood that no representations or promises shall be binding on the parties
hereto except those representations and promises contained herein or in some future writing
signed by the party making such representations or promises.
(i) It is hereby agreed that if any installment of rent or any other sum due from Lessee is
not received by Lessor within five (5) days after such amount shall be due, Lessee shall pay to
Lessor a late charge equal to five percent (5%) of such overdue amount. The Lessor shall not
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be required to accept any rent not paid within five (5) days subsequent of the date when due
absent the simultaneous payment of this late charge. The requirement for a late charge set out
herein shall not be construed to create a curative period or a grace period for the timely
payment of rent.
17. SUBROGATION.
The Lessor and Lessee do agree that each will cause its policies of insurance for fire
and extended coverage to be so endorsed as to waive any rights of subrogation which would be
otherwise available to the insurance carriers, by reason of any loss or damage to the leased
property or property of Lessor. Each party shall look first to any insurance in its favor before
making any claim against the other party. Nothing contained herein shall in any way be
considered or construed as a waiver or release by the Lessor of any and all of the other
covenants and conditions contained in this lease to be performed by the Lessee.
18. ESTOPPEL LETTER.
In the event Lessor shall obtain a loan from an institutional lender, and if the following
shall be a requirement of such loan, the Lessee agrees to execute an estoppel letter in favor of
the lender verifying the standing of the lease, the terms thereof, and all amounts paid
thereunder and such other matters as may be reasonably requested.
19. INDEMNIFICATION.
The Lessee shall indemnify the Lessor against all liabilities, expenses and losses
incurred by the Lessor arising out of or related to the leased premises or Lessee's use or
occupancy thereof, to include but not being limited to (a) failure by the Lessee, or its agents to
perform any provision, term, covenant or agreement required to be performed by the Lessee
under this agreement; (b) any occurrence, injury or personal or property damage which shall
happen in or about the leased property or appurtenances resulting from the condition,
maintenance, construction on or of the operation of the leased property; .(<:) failure to comply
with any requirements of any governmental authority or insurance company insuring the leased
property or its contents; (d) any security agreement, conditional bill of sale or chattel mortgage
or construction lien connected with Lessee, its obligations or operations, filed against the leased
property, fixtures, equipment or personalty therein; and (e) any construction, work, alterations
or improvements by Lessee on the leased property. Such indemnification shall include
reasonable attorney's fees for all proceedings, trials and appeals but shall exclude liabilities,
expenses and losses due to the negligence of the Lessor, its agents, servants, guests invitees,
or employees.
20. "AS IS" CONDITION.
The Lessee accepts the leased premises on an "as is" basis, and Lessor shall have no
obligation to improve or remodel the leased premises.
21. CONSTRUCTIVE EVICTION.
Lessee shall not be entitled to claim a constructive eviction from the premises unless
Lessee shall have first notified Lessor in writing of the condition or conditions giving rise thereto
and, if the complaints be justified, unless Lessor shall have failed within a reasonable time after
receipt of such notice to remedy such conditions.
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22. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
23. NOTICE.
Any notice given by one party to the other in connection with the Lease shall be sent
certified mail, return receipt, with postage and fee prepaid, addressed as follows:
a. If to the Lessor: If to the Lessee:
City Manager ~ Arnold-Brown Properties
City of Clearwater' cia Arnold Management Services
P. O. Box 4748 11757 U. S. Hwy. 19 North, Suite 275
Clearwater, FI. 33758-47 Clearwater, FI. 33764
The parties agree to provide notice to each other within ten days of any change in the
respective addresses to which notice is to be sent.
24. CAPTIONS.
The paragraph captions used throughout this lease are for the purpose of reference only
and are not to be considered in the construction of this lease or in the interpretation of the rights
or obligations of the parties hereto.
25. NO HAZARDOUS MATERIALS.
The Lessee herewith covenants and agrees that no hazardous materials, hazardous
waste, or other hazardous substances will be used, handled, stored or otherwise placed upon
the property or, in the alternative, that such materials, wastes or substances may be located on
the property, only upon the prior written consent of the Lessor hereunder, and only in strict
accord and compliance with any and all applicable state and federal laws and ordinances. In
the event such materials are utilized, handled, stored or otherwise placed upon the property,
Lessee expressly herewith agrees to indemnify and hold Lessor harmless from any and all
costs incurred by Lessor or damages as may be assessed against Lessor in connection with or
otherwise relating to said hazardous materials, wastes or substances at anytime, without regard
to the term of this lease. This provision shall specifically survive the termination hereof.
26. CONFORMANCE Wn;H LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the life
of this Contract.
27. ATTORNEY'S FEES.
In the event that either party seeks to enforce this lease through attorneys at law, then
the parties agree that each party shall bear its own attorney fees and costs.
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28. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract, any action brought by either
party shall lie in Pinellas County, Florida.
29. RELATED LEASES
a. Contemporeaneous with the commencement of this lease that existing lease by
and between the parties dated January 27, 1995 ("previous lease") encumbering a portion of
the demised Premises shall terminate and become null and void in all respects, provided,
however, that should Lessee be in default of any provision of said previous lease all remedies
available to Lessor in event of default of this lease shall also be available to Lessor with regard
to the previous lease.
b. As provided in Paragraph 6. of that certain Temporary Main Library Lease
Agreement ("Library Lease") between the parties dated February 15, 2002, Lessee is not
obligated to make rent payments to Lessor as stipulated in Paragraph 2. during the term of the
Library Lease and any extension thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date
set forth above.
I LESSOR
Countersigned:
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Brian J. Aungst,
form:
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I LESSEE I
CITY OF CLEARWATER, FLORIDA
&I~....2. J.d--. ":it
William B. Horne II, City Manager
Attest:
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