FIVE YEAR BUSINESS LEASE
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BUSINESS LEASE CONTRACT
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THIS LEASE CONTRACT, entered into this JJ- day of ~ , 2003, between
the CITY OF CLEARWATER, FLORIDA, a Florida municipality, as Lessor, and HEAD START
CHILD DEVELOPMENT AND FAMILY SERVICES, INC., a community action program under the
Department of Health and Human Services and the Pinellas Opportunity Council, Inc., as Lessee.
WIT N E SSE T H:
That the Lessor does lease to the Lessee the following premises consisting of approximately
42,615 square feet of land located at 701 North Missouri Avenue, Clearwater, Pinellas County,
Florida, and being more specifically described as follows:
NEW COUNTRY CLUB ADDITION, Block B, the West 115 feet of Lot 12, together
with the North 135 feet of Block C lying west of the section line, as recorded in
Plat Book 20, Page 64, Public Records of Pinellas County, Florida
Such property shall hereinafter be referred to as the "leased premises" or the "demised
premises" or the "leased property."
1. LEASE TERM.
The term of this lease shall be for 5 years; which term will commence on the 21st day of July,
2003, and shall continue until midnight on the 20th day of July, 2008 (herein called the "initial term").
The Lessee shall have the option to extend the term of this lease for one successive period of 5
years (the "extended term"). 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 then current term.
Upon such exercise, this lease shall be deemed to be extended without the execution of any further
lease or other instrument. Failure to exercise the option as required herein shall nullify the option for
the extended term.
2. RENT.
The Lessee agrees to pay and the Lessor agrees to accept as rent during the initial term, and
any extended term of this lease, the sum of One and 00/100 Dollars, the receipt and sufficiency of
which is hereby acknowledged.
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: The premises will be
used as a Preschool Nursery to be conducted, operated and supervised by Lessee under terms and
conditions to be established by Lessee. In addition to the use above described, Lessee agrees that it
will maintain on a portion of the leased premises a suitable amount of children's playground
equipment in proper order and good repair, and that said playground shall be made available without
charge to others not enrolled in the Head Start program; providing only that Lessee may make
reasonable rules and regulations concerning the persons who may use it and the times and manner
in which it shall be used.
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. TAXES.
Lessee shall be responsible for and pay any real and intangible personal property taxes that
may be assessed and levied on the property or on the leasehold created by this document.
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, assign, mortgage,
pledge, or encumber this lease, in whole or in part, or sublet the premises or any part thereof. Lessor
expressly covenants that such consent to sublet shall not be unreasonably or arbitrarily refused. 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 the parent or subsidiary of a corporate lessee or to a transfer of the leasehold interest
occasioned by a consolidation or merger involving such lessee.
If the premises are sublet or occupied by anyone other than Lessee, and Lessee is in default
hereunder, or if this lease is assigned by Lessee, Lessor may collect rent from the assignee,
subtenant, or occupant, and apply the net amount collected to the rent herein reserved. No such
collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the
acceptance of such assignee, subtenant, or occupant as Lessee, or a release of Lessee from further
performance of the covenants herein contained.
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, 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 changes any of the interior walls of the improvements 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
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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
mechanics' 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 mechanic's 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 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 adjoining premises
or any part of the premises adjacent to or connected with the premises hereby leased or any part of
the building which the leased premises are a part of or any loss or damage resulting to the Lessee or
its property from bursting, stopped up or leaking water, gas, sewer or steam pipes unless the same is
due to the negligence of the Lessor, its agents, servants or employees.
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, additions or alterations as may be
deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit
said premises. 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 a
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 water apparatus, or electric lights or any fixture, appliances or appurtenances of said
premises, or of the walls or the building 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.
Lessee agrees to comply with the following insurance terms, provisions and requirements:
Property Insurance: Lessee shall procure and maintain for the life of the Lease, Property
Insurance to cover any loss resulting from destruction or damage to real and personal property. The
policy of insurance shall be an "All Risk" type. The policy shall be written on a 100" replacement
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value basis and Lessee may elect a deductible amount up to but not more than $1,000. Lessor shall
be included and indentified as Additional Insured under the policy and on the Certificate of Insurance.
Liability Insurance: Lessee shall procure and maintain for the life of the Lease, General
Liability Insurance. This coverage shall be on an "Occurence" basis. The policy shall provide
coverage for death, bodily injury, personal injury or property damage that could arise directly or
indirectly from the performance and operation of this Lease. The minimum limitts of coverage shall
be $500,000 Per Occurance Combined Single Limit for Bodily Injury Liability and Property Damage.
The Lessor shall be included and identified as Additional Insured under the policy and on the
Certificate of Insurance.
The insurance coverages and conditions affored by these policies shall not be suspended, voided,
cancelled or modified except aafter thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City's Risk Management Office.
All insurance policies required within this provision shall provide full coverage from the first dollar of
exposure unless stipulated. No deductibles will be accepted other than as stipuled herein.
Certficates of Insurance meeting the specific required insurance provisions specified in this Lease
shall be forwarded to the City's Risk Management Office and approved prior to Lease
commencement. After review, the Certificate will be filed as part of the official Lease file.
13. MAINTENANCE.
Lessee shall keep the foundation, outer walls, roof and buried conduits of the premises in
good repair. The Lessor shall not be called on to make any such repairs occasioned by the
negligence of the Lessee, its agents, express or implied invitees, or employees. Lessee shall keep
the inside of said premises and the interior doors, windows and window frames of said premises in
good order, condition and repair and shall also keep the premises in a clean, sanitary and safe
condition in accordance with law and in accordance with all directions, rules and regulations of
governmental agencies having jurisdiction. The Lessee shall be responsible for providing all light
bulbs used on the premises. The plumbing facilities shall not be used for any other purposes than
that for which they are constructed and no foreign substances of any kind shall be thrown therein,
and the expense of any breakage, stoppage or damage resulting from the violation of this provision
shall be borne by the Lessee. The heating and air-conditioning system and plumbing facilities shall
be under the control of Lessee, and Lessee agrees that all operation, upkeep, repairs and
replacements will be at Lessee's expense. In the event Lessor pays any monies required to be paid
by Lessee hereunder, Lessor shall demand repayment of same from Lessee and Lessee shall make
payment within ten (10) days of receipt of said demand. Lessee's failure to make such repayment
within the ten (10) day period shall constitute a default under the terms of this lease.
14. DESTRUCTION OF PREMISES.
In the event that the building should be totally destroyed by fire, earthquake or other cause, to
such an extent that it cannot be rebuilt or repaired within one hundred twenty (120) days after the
date of such destruction, either party may terminate this lease.
In the event that the building should be partially damaged by fire, earthquake or other cause,
but only to such an extent that it can be rebuilt or repaired within one hundred twenty (120) days after
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the date of such destruction, the lease shall be void or voidable, but not terminated, except as
otherwise provided herein. If the Lessee intends to rebuild or repair the premises, Lessee shall,
within fifteen (15) days after the date of such damage, give written notice to Lessor of the intention to
rebuild or repair and shall proceed with reasonable diligence to restore the building and other
improvements to substantially the same condition as existed immediately prior to the destruction.
During the period of rebuilding or repairing, there shall be no diminution of rents. If, after rebuilding or
repairing has commenced, such rebuilding or repairing cannot be completed within one hundred
twenty (120) days after the date of commencement, the Lessor, at Lessor option, may terminate the
lease.
15. 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. 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.
16. SUBORDINATION.
This lease and the rights of the Lessee hereunder are hereby made subject and subordinate
to all bona fide mortgages now or hereafter placed upon the said premises by the Lessor and any
other owner provided, however, that such mortgages will not cover the equipment and furniture or
furnishings on the premises owned by the Lessee. The Lessee further agrees to execute any
instrument of subordination which might be required by mortgagee of the Lessor.
17. DEFAULT; REMEDIES.
(a) If the Lessee shall violate any of the covenants of this lease and fail to correct such 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 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 as provided by Florida Statutes to the Lessee, 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 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
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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.
(c) The Lessor, at its option, may terminate this lease as for a default upon the occurrence of
any or all of the following events: 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.
18. MISCELLANEOUS.
(a) 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.
(b) This contract shall bind the Lessor and its assigns or successors, and the Lessee and
assigns and successors of the Lessee.
(c) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein.
(d) It is understood and agreed between the parties hereto that written notice sent by certified
or registered mail, or hand delivered to the premises leased hereunder, 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.
(e) 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;
(f) It is hereby understood and agreed that any signs to be used by Lessee, except inside the
building, shall be subject to the prior approval of the Lessor.
(g) 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.
(h) It is hereby agreed that if any 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 ten percent
(10%) of such overdue amount. The Lessor shall not be required to accept any sum 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 any sum due hereunder.
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19. 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.
20. 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.
21. 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; (c) 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 mechanic's 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.
22. "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.
23. 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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24. LESSOR OPTION TO TERMINATE
If the Lessor determines at a duly constitued City Commission meeting that the lease
premises are needed for any other purpose consistant with the City Charter, the Lessor shall have
the option of terminating this Lease upon providing Lessee with not less than 60 days notice of
termination.
25. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
26. 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.
27. 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.
28. RADON GAS NOTIFICATION
The following Radon Gas Notification, as required by Florida Statute 404.056(8) is to be
inserted into all contracts for sale, purchase or rental of real property:
Radon Gas: Radon is a naturally occuring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may pesent health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information regarding
radon and radon testing may be obtained from your county health unit.
29. CONFORMANCE WITH LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the life of this
Contract.
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30. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then the
parties agree that each party shall bear its own attorney fees and costs.
31. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
Countersigned:
Approved as to form:
Attest:
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6ryarft7.'Ruff ' La Lipowski
Assistant City Attorney
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Cy ia E. "<.>udeau
City lerk .
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Witness signature
HEAD START CHILD DEVELOPMENT AND
FAMI~'y SERVICES, IN
By:
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