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FIFTEEN YEAR LEASE AGREEMENT ,. _" ."1 > ~ , 1 I LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into this 14th day of February, 1994, by and between the CITY OF CLEARWATER, a municipal corporation organized and existing under the laws of the state of Florida, herein called the "Lessor", and SILVER DOLLAR TRAP CLUB, INC., a closely held corporation for profit organized and existing under the laws of the State of Florida, herein called the "Lessee". This agreement represents the whole and entire agreement between Lessor and Lessee and the following articles and sections are herein incorporated: Article I. Article II. Article III. Article IV. Section section section section section Article V. section section Article VI. Article VII. Article VIII. Article IX. Article X. section section section section Article XI. Section Section section Article XII. Article XIII. section section section section Article XIV. section section section Article xv. Article XVI. t(!: ~~ ~~ ARTICLES TITLE TERM LEASEHOLD RIGHTS AND RESPONSIBILITIES 1. Use of Premises 2. Maintenance of Premises 3. Repair and Improvements 4. Utilities 5. Quiet Enjoyment LEASE RENTAL PAYMENTS AND FEES 1. Rental Payments 2. Late Fee DELIVERY OF POSSESSION EXCLUSIVE LEASE HOLDING OVER ZONING AND PERMITS TAXES AND ASSESSMENTS 1. Taxes as Additional Rent 2. Assessments Affecting Improvements 3. Contesting Taxes 4. Receipts EMINENT DOMAIN 1. Effect of Total Condemnation 2. Effect of Partial Condemnation 3. Condemnation Award EVIDENCE OF TITLE INSURANCE 1. Minimum Scope of Insurance 2. Minimum Limits of Insurance 3. Additional Named Insured 4. Verification of Coverage CASUALTY DAMAGE TO PREMISES 1. Reparable Damage 2. Catastrophic Damage 3. Waiver of Recovery Rights LIABILITY AND INDEMNIFICATION AMERICANS WITH DISABILITIES ACT 1 4j- . "' ~' -- ~ Article XVII. section section section section Article XVIII. Article XIX. Article XX. section section section Section Article XXI. section section section section section section Section section Article XXII. section section Article XXIII. section section section Article XXIV. section section section section section section section section section section section section section section section section section Article XXV. I I NON-DISCRIMINATION 1. No Exclusion From Use 2. No Exclusion From Hire 3. Observance of Various Laws 4. Breach of Nondiscrimination Covenants DISCLAIMER OF WARRANTIES ASSIGNMENT OF LEASE DEFAULT AND TERMINATION 1. Termination by Lessee 2. Termination by Lessor 3. Exercise 4. Causes of Breach and Waiver ENVIRONMENTAL MATTERS 1. Pre-Lease Environmental Audits 2. Environmental Base Line Established 3. Lessor Held Harmless 4. Assignment of Insurance Benefits 5. compliance with Environmental Laws 6. Evidence of Compliance 7. Removal of Tanks 8. Radon Gas Advisory RIGHT OF FIRST REFUSAL TO PURCHASE 1. Exercise of Right of First Refusal to Purchase 2. survivability of Right of First Refusal WAIVER 1. Waiver by Lessor 2. Subsequent Acceptance of Rent 3. Waiver by Either Party OTHER PROVISIONS 1. Brokerage, Agent or Advisor Fees 2. Additional Documents 3. Recordation 4. Records Availability 5. Force Majeure 6. Severability 7. Binding Effect 8. Exclusively operating Covenants Declared Void 9. Merger by Deed 10. Entire Agreement 11. Headings 12. Attorneys Fees 13. Time of the Essence 14. Relationship of the Parties 15. Counterparts 16. Remedies Cumulative 17. Governing Law NOTICE 2 ~ J I WIT N E SSE T H : WHEREAS, the Lessor has ownership of and control over the use of the City-owned premises now known as the "Sludge Farm" east of Patterson Road and south of Tarpon springs-Lake Fern Road in northwest Hillsborough County, Florida; and WHEREAS, Lessee desires to use a portion of such premises for private business purposes; and WHEREAS, Lessor desires to lease out such premises to Lessee; NOW, THEREFORE, in consideration of the Premises and the mutual covenants contained in this Agreement, the Lessor and Lessee hereby agree as follows: ARTICLE I. TITLE The title of this lease is the silver Dollar Trap Club, Inc. lease. ARTICLE II. TERM The term of this lease shall be for a period of Fifteen (15) years commencing on the 14th day of February, 1994 (the Commencement Date) and continuing through the 13th day of February, 2009 (the Termination Date), unless earlier terminated under the terms of this agreement. ARTICLE III. LEASEHOLD The Lessor leases to the Lessee the following described property (hereinafter the "Premises"), located in Hillsborough County, Florida, to wit: Part of the Southeast 1/4 of section 19, Township 27 South, Range 17 East, Hillsborough County, Florida, said part being more particularly described as follows: Commence at the Southeast corner of said section 19, thence S89024'37" West, 1479.66 feet along the South Boundary of the aforesaid Southeast 1/4 of section 19 to the POINT OF BEGINNING; thence continue S89024'37" West, 300 feet along the South Boundary of the afore- said Southeast 1/4; thence NOoo01'00" East, 2639.35 feet; thence N89024'37" East, 300.00 feet; thence SOooOl'OO" West, 2639.35 feet, to the POB. Containing 18.18 acres, more or less. REFERENCE: Exhibit "A" Parcel B-1 (Silver Dollar) 3 I I ARTICLE IV. RIGHTS AND RESPONSIBILITIES section 1. Use of Premises. a. Lessee shall have the right to use the Premises for any lawful purpose, including but not limited to the construction and operation of a recreational vehicle park and trap club. Lessee shall have an absolute right of possession of the Premises during the term of this lease and any extension hereto as may be subsequently agreed to and executed in writing between the parties. b. On delivery of possession of the Premises to Lessee, Lessee shall have the right to incorporate the premises into the site plan for the Silver Dollar Ranch and Trap Club, and to erect thereon any permitted improvements as maybe necessary to the operation of said facility. c. Upon expiration or termination of this Lease for any reason, all improvements made to the premises by Lessee and placed upon, above or under the Premises, whether annexed to the freehold or not, shall remain the personal property of the Lessee, and Lessee shall be obligated and required to remove same, and to fully comply with Article XXI, Section 7 as relative to such removal; except that any building placed upon the Premises by Lessee shall remain a part of the realty and Lessee shall not have the right to remove same upon expiration or termination of this Lease. Upon removal by Lessee of personal property as may have been present within, on or about the building, the building is to be so repaired and restored to a condition and structural integrity as if such personal property had never been present within, on or about the structure. d. Lessee covenants and agrees to make no unlawful, improper or offensive use of the leased premises. At the termination of this lease, Lessee agrees to return the premises to the Lessor in as good condition as at the effective date of this agreement, subject only to normal wear and tear, and the aforementioned conditions contained in paragraphs a., b., and c. above. section 2. Maintenance of Premises. The Lessee shall properly maintain the leasehold in a clean and orderly condition. 4 I I section 3. Repairs and Improvements. a. Lessee may make whatever repairs, alterations and improvements to the premises it deems necessary during the term of this Lease; however, if the City Building Official shall find that the property's physical condition falls into a state of disrepair, or is found to be in violation or any Federal, state or Local governmental health and safety standards at any time during the term of this Lease, and Lessee refuses to return the property to a condition in compliance with all applicable City codes, and applicable health and safety standards, within a reasonable time following notice from the Building Official, the Lessor may terminate this Agreement upon fifteen (15) days written notice. b. Repairs, alterations or improvements attached to the premises shall become the property of Lessor upon the termination or expiration of this lease or any extension hereof unless otherwise indicated by Lessor. c. In no event shall Lessor or any of Lessor's property be liable for or chargeable with any expense or lien for work, labor or materials used in the premises, or any improvements, repairs, or alterations thereof. section 4. utilities. Lessee shall pay all bills for electrical, gas, water, sewer, garbage and refuse removal, and all other utility services before such bills become delinquent. section 5. ouiet Eniovment. Upon payment the rents herein required, and upon observing and performing the covenants, terms and conditions required by the lease, the Lessee shall peaceably and quietly hold and enjoy the exclusive right to the quiet enjoyment and use of the premises insofar as may be permitted by the laws of the state of Florida, the ordinances of the City of Clearwater and Hillsborough County, and the rules and regulations of any other appropriate governmental agency, including all buildings and improvements as may be erected thereon by Lessee for the operation of its business, all being for the full term of the Lease, and without hinderance or interruption by the Lessor. ARTICLE V. LEASE RENTAL PAYMENTS AND FEES Section 1. Rental Payments. Subject to adjustment as provided below, the Lessee hereby covenants and agrees to pay to Lessor rental therefore in the total sum of SEVENTY THOUSAND NINE HUNDRED TWO AND---NO/100' s---DOLLARS ($70,902.00) payable in 180 equal monthly installments of $393.90, plus any applicable sales taxes due thereon, commencing on the 14TH day of February, 1994, and due and payable in advance on the 14th day of each and every month thereafter during the full term of the lease until the total rental hereunder has been paid in full. 5 ,J I I kll rent, together with applicable sales taxes due thereon, may be paid by check payable to Lessor mailed to Lessor's address set forth in Article XXV hereafter. section 2. Late Fee. It is further understood and agreed between the parties hereto, that if default is made in the payment of rent as above set forth, or any part thereof, and if any installment of rent shall remain unpaid for ten (10) days, whether said rent accrued before or after the expiration of this lease, Lessee agrees to pay in addition to the monthly rental due, a late fee equal to ten percent (10%) of the monthly rental due. ARTICLE VI. DELIVERY OF POSSESSION If lessor, for any reason whatsoever, cannot deliver possession of the demised premises to Lessee at the Commencement Date of the lease term, as specified above, this lease agreement shall not be void or voidable, nor shall lessor be liable to lessee for any loss or damage resulting from such non-delivery; but in that event there shall be a proportionate reduction of rent covering the period between the Commencement Date of the lease term and the time when Lessor can deliver possession. ARTICLE VII. EXCLUSIVE LEASE In consideration of the promises and covenants set forth herein, Lessor hereby grants to Lessee and Lessee accepts from Lessor, this exclusive lease, right and privilege to use the property described herein. ARTICLE VIII. HOLDING OVER No holding over and continuation by Lessee after the expiration of this lease shall be considered to be a renewal or extension of this lease agreement unless written approval of the holding over and a definite agreement to that effect is signed by the Lessor defining the length of the additional term. Any holding over without the consent of the Lessor shall be considered to be a month-to-month tenancy at a rental of one hundred fifty percent (150%) of the highest monthly rental rate as described elsewhere in this Lease agreement. ARTICLE IX. ZONING AND PERMITS Promptly after Lessee's execution of this Lease, Lessee shall, at Lessee expense, apply for and diligently endeavor to obtain from the property governmental authorities any change of zoning, variance, special use permit, licenses, permits, or other authorizations as may be required under any zoning or other ordinance to allow the use of the Premises for the operation of a recreational vehicle park and trap club, and for such other businesses related thereto as Lessee may desire to conduct. Lessor or lessee may (but shall not be obligated to) terminate this Lease if, after first application thereof, permits are denied or are not obtained within 180 days of the last execution of this Lease. 6 I I ARTICLE X. TAXES AND ASSESSMENTS Section 1. Taxes As Additional Rental. As additional rental under this lease agreement, Lessee shall pay and discharge as they become due, promptly and before delinquency, all taxes, assessments, rates, charges, license fees, municipal liens, levies, excises, or imposts, whether general or special, or ordinary or extraordinary, of every name, nature and kind whatsoever, including all governmental charges of whatsoever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge on or against the demised premises, or any part of the demised premises, the leasehold of lessee in and under this lease agreement, the premises described in this lease agreement, any building or buildings, or any other improvements now or hereafter on the demised premises, or on or against Lessor by reason of its ownership of the fee underlying this Lease agreement, during the entire term of this Lease agreement, excepting only those taxes specifically excepted below. section 2. Assessments Affectinq Improvements. Specifically and without in any way limiting the generality of the provisions of section 1 of this Article, Lessee shall pay all special assessments and levies or charges made by the City of Clearwater, Hillsborough County, or any other political subdivision of the state of Florida, for municipal improvements, and shall pay the same in cash as they shall fall due and before they shall become delinquent and as required by the act and proceedings under which any such assessments or levies or charges are made by any municipal or political subdivision. If the right is given to pay either in one sum or in installments, Lessee may elect either mode of payment and its election shall be binding on the Lessor. If by making any such election to pay in installments, any of such installments shall be payable after the termination of this Lease agreement or any extended term of this Lease agreement, the unpaid installments shall be prorated as of the date of termination, and amounts payable after that date shall be paid by Lessor. All of the taxes and charges under this Section shall be prorated at the commencement and expiration of the term of this Lease agreement. section 3. contesting Taxes. If Lessee shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed in this Article to be paid by Lessee, Lessee shall be permitted to do so, and to defer payment of such tax or charge, the validity or amount of which Lessee is contesting, until final determination of the contest. Lessee shall give Lessor written notice thereof prior to commencement of any such contest, which shall be at least ninety (90) days prior to delinquency, and Lessee shall protect Lessor on demand by a good and suff icient surety bond against any such tax, levy, assessment, rate, or governmental charge, and from any costs, liability, or damage arising out of any such contest. section 4. Receipts. As Lessor may from time to time request, Lessee shall deliver to Lessor receipts or duplicate receipts for any taxes, assessments, and other items required under this Lease agreement to be paid by lessee. 7 I I ARTICLE XI. EMINENT DOMAIN section 1. Effect Of Total Condemnation. In the event the entire demised Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, this lease agreement shall terminate and expire as of the date of such taking, and Lessee shall thereupon be released from any liability thereafter accruing under this Lease agreement. section 2. Effect Of Partial Condemnation. In the event a portion of the demised Premises shall be so appropriated or taken and the remainder of the property shall not be suitable for the use then being made of the property by Lessee, Lessee shall have the right to terminate this Lease agreement as of the date of the taking. If there is a partial taking and Lessee does not terminate this Lease agreement, then this Lease agreement shall continue in full force and effect as to the part not taken, and the rental to be paid by Lessee during the remainder of the term shall be adjusted in direct proportion to the remaining acreage of the Premises after the partial taking as the rental rate per acre prior to the partial taking. Example: 18.18 acres prior to the taking at $400.00 per month v. 10.00 acres after the taking at $220.00 per month (55% of the Premises remaining = 55% of rental due and payable) . section 3. condemnation Award. In the event of termination of this lease agreement by reason of the total or partial taking of the premises by eminent domain, then in any such condemnation proceedings, lessor and lessee shall be free to make claim against the condemning or taking authority for the amount of any damage done to them, respectively, as a result of the condemning or taking. Lessor shall receive the full compensation negotiated or awarded for the value of the Premises taken, plus any negotiated or awarded compensation for damages to the remainder, if any, of the Premises. Lessee shall be entitled to any compensation negotiated or awarded for the unamortized cost of the improvements placed on the Premises by Lessee and located on the premises at the time of the partial or total taking, plus any additional business damages as may be negotiated or awarded as a result of such taking. ARTICLE XII. EVIDENCE OF TITLE Lessee, may at Lessee option and expense, at anytime prior to occupying the Premises, cause a reputable Florida title insurance company to furnish an Ownership and Encumbrance Report (0 & E) regarding the Premises. Not later than fifteen (15) days prior to occupancy of the Premises, Lessee or Lessee's attorneys shall notify Lessor in writing of any title defects or other objections Lessee may have regarding the evidence of title as received by Lessee. Lessor shall have sixty (60) days thereafter in which to cure such title defects and/or objections to title. If Lessor is unable, or unwilling, to cure such title defects or objections to title of which Lessor has been notified, during the time allowed for such curing, Lessee shall have the privilege of canceling this lease in its entirety by vacating the Premises and returning same to Lessor in the same condition existing at the time 8 I I Lessee first took occupancy of the Premises; whereupon Lessor shall refund all rentals theretofore paid and all parties shall thereafter be relieved of any further obligations whatsoever regarding this Lease. ARTICLE XIII. INSURANCE Lessee shall procure and maintain during the term of this Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with this lease. Section 1. Minimum SCODe of Insurance. A comprehensive General Liability policy and Fire Insurance policy covering the leased premises and Lessee activities occurring thereon shall be obtained and maintained in force by the Lessee. Section 2. Minimum Limits of Insurance. Comprehensive General Liability Insurance procured in accordance with this article shall have minimum coverage limits of $1,000,000 with respect to personal injury or death to any one (1) person and with respect to personal injury or death arising out of anyone (1) occurrence; and $100,000 with respect to property damage arising out of anyone (1) occurrence. Further, Lessee shall, from and after the Commencement Date, keep insured the building(s) upon the premises against loss or damage by fire and windstorm and other covered casualties with what is generally termed in the insurance trade as "extended coverage." Said insurance shall be maintained in an amount equal to the full insurable value of the building (s) and improvements as may hereafter be erected on the demises premises. All such policies shall be carried in companies licensed to do business in the state of Florida. section 3. Additional Named Insured. Each insurance policy issued as a requirement of this agreement shall name the City of Clearwater, Lessor, as additional named insured. The coverage shall contain no special limitations on the scope of the protection afforded to the Lessor, its officials, employees or volunteers. section 4. Verification of Coveraqe. Lessee shall furnish the Lessor with certificates of Insurance as may be requested by Lessor's Risk manager, with all endorsements affecting coverage required by this article. These forms shall be received and approved by the Lessor's Risk Manager before execution of this Lease agreement by authorized City officials. In spite of anything to the contrary contained in this section, Lessee's obligations to carry the insurance provided for in this section may be brought within the coverage of a so-called "blanket policy" of insurance carried and maintained by the Lessee; providing, however, that the coverages afforded Lessor shall not be reduced or diminished or otherwise be different from that which would have existed under a separate policy meeting all other requirements of this lease by reason of the use of the blanket policy of insurance. 9 I I ARTICLE XIV. CASUALTY DAMAGE TO PREMISES section 1. ReDarable Damaqe. Any time the building or premises is 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, Lessee shall effect such repairs expeditiously and to the satisfaction of the city's Building Official. Prior to commencement of repairs, Lessee shall post with Lessor a surety bond equal to the estimated costs of restoration to guarantee the completion of such restoration. section 2. catastrophic Damaqe. In the event of total destruction of or catastrophic damage to the demised premises, the Lessee or Lessor may terminate this lease as of the date of such damage or upon thirty (30) days written notice to the other party to this lease. Section 3. waiver of Recoverv Riqhts. 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. ARTICLE XV. LIABILITY AND INDEMNIFICATION Lessee agrees to assume all risks of the Premises and all liability therefore, and shall defend, indemnify, and hold harmless the Lessor, its officers, agents, and employees from and against any and all loss, liability and damages of whatever nature, to persons and property, including, without limiting the generality of the foregoing, death of any person and loss of the use of any property except arising from the negligence or willful misconduct of Lessor or Lessor's agents or employees. This includes, but is not limited to, matters arising out of or claimed to have been caused by or in any manner related to the Premises or Lessee's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by Lessee in or about the Premises whether or not based on negligence. ARTICLE XVI. AMERICANS WITH DISABILITIES ACT Lessee hereby affirms its intention to take any and all such actions that are reasonable and prudent to comply with the Americans with Disabilities Act of 1990 (known as the "ADA"). These would include environmental compliance as it may pertain to the premises, any structures constructed or modified, revisions in operations and supporting communications capabilities and procedures and changes in functional location and layout. 10 I I ARTICLE XVII. NON-DISCRIMINATION Notwithstanding any other provision of this lease agreement, during the performance of this agreement, Lessee for itself, personal representatives, successors in interest and assigns, as part of the consideration for this agreement, does covenant and agree that: section 1. No Exclusion From Use. No person shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the premises on the grounds of race, color, religion, sex, handicap, age, or national origin. section 2. No Exclusion From Hire. In the construction of any improvements on, over, or under the premises, and the furnishing of services therein or thereon, no person shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination on the grounds of, or otherwise be subjected to discrimination on the grounds of race, color, religion, sex or national origin. section 3. Observance of Various Laws. The Lessee shall observe the following laws: Section I of the 14th Amendment, The Equal Pay Act, The Civil Rights Acts of 1866 and 1870, the vietnam Era Veterans Readjustment Act, the standards of Merit System Personnel Administration, Executive Order 12246 as amended, Revised Order 4, the Age Discrimination Act of 1967, the Rehabilitation Act of 1975, Executive Order 11914 and the Americans with Disabilities Act of 1990. section 4. Breach of Nondiscrimination covenants. In the event of breach of any of the above nondiscrimination covenants, which breach has been finally adjudicated by an appropriate agency or court of law, the Lessor shall have the right to terminate this lease and to re-enter and repossess the premises and hold the same as if said agreement had never been made or issued. This provision does not become effective until the procedures of 49 Code of Federal Regulations ("CFR") Part 21 have been followed and completed, including expiration of appeal rights. ARTICLE XVIII. DISCLAIMER OF WARRANTIES This Agreement constitutes the entire Agreement of the parties on the subject hereof and may not be changed, modified or discharged except by wri tten Amendment duly executed by both parties. Lessee agrees that no representations or warranties shall be binding upon the Lessor unless expressed in writing herein or in a duly executed Amendment hereof. Further, Lessor does not warrant and hereby disclaims any and all liability and responsibility for or on account of the condition of the Premises, or any portions thereof, or for or on account of anything affecting such conditions. 11 I I ARTICLE XIX. ASSIGNMENT OF LEASE This Lease, or any part thereof or interest therein, may not be assigned, transferred or subleased by Lessee without the consent of the Lessor, which consent shall not unreasonably be withheld. with the consent of the Lessor, Lessee may assign this lease or sublet all or any part of the Premises, but no such assignment or subletting shall release Lessee from Lessee's obligations hereunder. It is understood and agreed that the Lessor may, at any time, with notice, assign or delegate any or all of its rights hereunder. ARTICLE XX. DEFAULT AND TERMINATION Section 1. Termination bv Lessee. This Agreement shall be subject to termination by Lessee in the event of anyone or more of the following events: a. Lessor determines at a duly constituted City commission meeting that the property (said premises) is needed for other municipal services and serves Lessee with ninety (90) days notice of such intended use. b. Lessor determines that the premises are so extensively damaged by some casualty that it is. impractical or inequitable to repair such leased premises. c. Material default by the Lessor in the performance of any of the terms, covenants or conditions of this agreement, and in the failure of the Lessor to remedy, or undertake to remedy, to Lessee's satisfaction, such default for a period of thirty (30) days after receipt of notice from Lessee to remedy the same. Section 2. Termination by Lessor. This Agreement shall be subject to termination by the Lessor in the event of anyone or more of the following events: a. The material default by Lessee in the performance of any of the terms, covenants or conditions of this Lease Agreement, and in the failure of the Lessee to remedy, or undertake to remedy, to Lessor's satisfaction such default for a period of thirty (30) days after receipt of notice from Lessor to remedy same. b. The Lessor determines that a municipal need exists consistent with the City'S charter. c. Lessee's vacating or abandoning the premises. section 3. Exercise. Exercise of the rights of termination set forth in Sections 1 and 2 above shall be by notice to the other party. Forbearance of timely notice shall not be deemed a waiver of any breach. 12 I I section 4. Causes of Breach and Waiver. a. Neither party shall be held to be in breach of this Agreement because of any failure to perform any of its obligations hereunder if said failure is due to any cause for which it is not responsible and over which it has no control; provided, however, that the foregoing provision shall not apply to a failure of Lessee to provide the amounts of insurance contained in Article VII of this Agreement. b. The waiver of any breach, violation or default in or with respect to the performance or observance of the covenants andcondi tions contained herein shall not be taken to constitute a waiver of any subsequent breach, violation or default in or with respect to the same or any other covenant or condition hereof. ARTICLE XXI. ENVIRONMENTAL MATTERS section 1. Post-Lease commencement Date Environmental Audit. To establish a base line environmental condition of the Premises within 90 days following the Lease Commencement Date, Lessor shall conduct a Phase I, and, if required, a Phase II environmental audit of the Premises in conformity with the City of Clearwater Environmental Audit and Property Assessment Guidelines attached hereto as Exhibit "B". The resulting written report(s) and evaluation(s) of the Premises shall be provided to Lessee, whereupon Lessee shall have 30 days in which to provide Lessor with written objections to the report (s) and evaluation (s) . Should Lessor receive such written response of Lessee objections within the 30 day time period, and is unwilling or unable to satisfactorily resolve the objections within 30 days thereafter, either Lessor or lessee shall have the option of voiding this lease agreement in it's entirety; whereupon both parties shall be relieved of any further obligations hereunder. section 2. Environmental Base Line Established. Should Lessee provide Lessor with written acceptance of the results of the report(s) and evaluations (s) provided by Lessor, or elect not to provide any written response of objections to said written report(s) and evaluation(s) within the time allowed for response, it will be deemed that the environmental condition of the premises as documented by the written report(s) and evaluation(s) shall establish the base line environmental condition of the premises as of the Lease Commencement Date. section 3. Lessor Held Harmless. Upon the parties establishing the environmental baseline of the Premises, Lessee shall thereafter indemnify, defend and save harmless Lessor, its successors, assigns and agents from and against any legal or administrative proceeding brought against Lessor; from all demands, claims, fines, penalties, or costs occasioned by subsequent 13 I I discovery of any other pollution or hazardous substances involving the Premises, whether known or unknown to Lessor, whether based in federal, state, or local environmental or other laws; strict liability or common law; from any damage, claim, liability or loss connected to any condition in, on, or of the Premises as of the date of the written report(s) and evaluation(s); as well as before and during Lessor's ownership of the property and afterward as to any continuing violations after Lessor's ownership. These covenants by Lessee to indemnify, defend and save harmless Lessor, its successors, assigns and agents shall extend to and include any obligations of Lessor to perform remedial work ordered or recommended by any governmental or administrative agencies. Lessee shall be solely responsible for responding to such governmental or administrative agencies claims relating to contamination of the premises, whether it is determined that the source of such contamination existed prior to the Lease Commencement Date, during the term or any extension thereof, or after termination. section 4. Assiqnment of Insurance Benefits. Lessee covenants and agrees to assign to Lessor all of Lessee rights to receive insurance benefits payable under lessee's Comprehensive Liability Insurance policy(s) for environmental damages and/or remediation activities. section 5. ComDliance with Environmental Laws. Lessee shall at all times during the term of this lease, or any extension hereto, fully comply wi th all Federal, state and Local environmental laws and administrative rules. section 6. Evidence of Compliance. Lessee agrees to provide Lessor within seven (7) days of execution by Lessee, copies of all registrations, reports, closure assessments and certification of financial responsibility forms as may be required to be submitted to the state Department of Environmental Protection, or its successors, pursuant to Rules of the Florida Administrative Code. section 7. Expiration/Termination Environmental Audit. Upon expiration or termination of this Lease, Lessee shall Lessee shall, at lessee expense, procure an environmental audit, or audits, through an environmental firm or individual mutually agreeable between Lessee and Lessor, in conformance with City of Clearwater Environmental Audit and Property Assessment Guidelines as may be in existence at time of expiration or termination. Should the results of such studies and tests conducted at that time reveal any environmental contamination of the premises, in amounts and/or concentrations exceeding minimum acceptable levels as then established by applicable governmental authorities, or in excess of the baseline environmental condition of the premises as established at the Lease Commencement Date, whichever shall define the lowest limits of environmental contamination then present in, on or of the premises, Lessee shall pay all costs associated with environmental remediation of such contamination exceeding the lowest limits established using the aforementioned criteria. 14 1 I Section 8. Radon Gas Advisory. As required by Section 404.056 (8) , Florida Statutes, the Lessee shall take note of the following: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present 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 public health unit. ARTICLE XXII. RIGHT OF FIRST REFUSAL TO PURCHASE section 1. Exercise of Right of First Refusal. If at any time during the term of this lease, Lessor shall determine that the Premises encumbered by this Lease no longer has a valid public purpose, and if the Clearwater city commission shall then declare the real property surplus to City needs for the purpose of selling or exchanging the real property, then Lessee shall have the privilege of purchasing the Premises in the following manner: a. By offering to purchase the Premises for cash (in u.S. funds) during the advertised bid period in an amount not less than the market value of the fee simple interest of the land encumbered by this Lease, excluding the improvements, as determined by an appraisal to be performed by a state Certified Appraiser of Lessor's choice and at Lessor expense within 60 days preceding the advertised bid period, and providing that Lessee's cash price purchase bid equals or exceeds any other cash price purchase bid made during the advertised bid period. b. If Lessor receives no acceptable cash purchase offer during the advertised bid period, Lessor may, at Lessor option, and at anytime thereafter, continue to seek a qualified purchaser for the Premises. Should Lessor then receive an acceptable bona fide offer to purchase, Lessor shall include in the acceptable purchase offer a provision whereby Lessee shall first have the right to purchase the Premises at the same price and terms as contained in the acceptable offer to purchase. Lessor shall provide Lessee a complete and accurate copy of the acceptable offer to purchase by certified mail, return receipt requested, at Lessee address as hereinafter stated in Article xxv. NOTICE. Lessee shall have fifteen (15) days thereafter in which to give Lessor written notice of Lessee intent to exercise its right of first refusal and agree, in writing, to purchase the Premises upon the same price, terms and conditions as contained in the acceptable offer to purchase. c. Should Lessee fail to complete the transaction for any reason following notice to Lessor of Lessee intent to exercise its right of first refusal, other than failure of Lessor to perform, Lessor may proceed in equity to enforce Lessor's rights under this lease provision and any contract to purchase as may be entered into between the parties. 15 ) I section 2. Survivability of Riaht of First Refusal. Should Lessee waive exercising its right of first refusal of any acceptable purchase Lessor may receive from any third party, and should Lessor not convey title to the Premises to such third party purchaser, such waiver shall not operate with respect to any subsequent acceptable purchase offer Lessor may receive. Lessee shall retain the right of first refusal to any subsequent acceptable offer to purchase, and should Lessor convey title to a third party purchaser during the term of this lease, this right shall survive the closing of such transaction and shall apply to any other bona fide offers to purchase as may thereafter be received by the new owner of the Premises. Any sale of the Premises, other than to Lessee, shall be subject to all rights herein granted to Lessee by virtue of this Lease. ARTICLE XXIII. WAIVER Section 1. waiver By Lessor. The waiver by Lessor of, or the failure of Lessor to take action with respect to any breach of any term, covenant, or condition contained in this Lease agreement shall not be deemed to be a waiver of such term, covenant, or condition, or subsequent breach of the same, or any other term, covenant, or condition contained in this Lease agreement. section 2. Subsequent Acceptance Of Rent. The subsequent acceptance of rent under this Lease agreement by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant, or condition of this Lease agreement, other than the failure of Lessee to pay the particular rental so accepted, regardless of Lessor's knowledge of a preceding breach at the time of acceptance of rent. section 3. Waiver By Either Party. No waiver by either party of any breach of any term, covenant, or condition contained in this Lease agreement shall operate as a waiver of such term, condition with respect to any subsequent breach thereof. ARTICLE XXIV. OTHER PROVISIONS section 1. Brokeraae Commissions. Aaent or Financial Advisor Fees. Lessee warrants, represents and agrees to be solely responsible for the payment of any and all fees or commissions due or payable to any real estate broker, agent or financial advisor in connection with the negotiation of this Lease, and Lessee shall indemnify and hold Lessor harmless from and against any claim, liability, loss, expense or damage arising from or with respect to such fees or commissions. section 2. Additional Documents. The parties agree to execute whatever papers and documents may be necessary to effectuate the terms of this Lease agreement. 16 1 1 Section 3. Recordation. Lessor agrees that prior to occupancy by Lessee, if so requested by Lessee, Lessor will execute for purposes of recordation, at Lessee expense, a short form lease for the Premises containing the names of, the description of the Premises, the term of this Lease, a statement regarding the use of the Premises, and any such other information contained herein as may be requested by Lessee. section 4. Records Availability. Lessor and Lessee agree to make available each to the other such records regarding the Premises as may be necessary to comply with the requests, orders or audits of applicable governmental authorities regarding the activities of either party or the business conducted at the Premises. section 5. Force Ma;eure. Neither Lessor nor Lessee shall be required to perform any term, condition or covenant of this Lease so long as performance is delayed or prevented by force majeure, which shall mean acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riots, floods and any other cause not reasonably within the control of Lessor or Lessee and which, by the exercise of due diligence, lessor or lessee is unable, wholly or in part, to prevent or overcome; except that rental payments due to Lessor by Lessee shall not be abated due to any circumstances relating to any of the foregoing. section 6. severability. If any provision of this lease or the application thereof to any person or circumstance shall to any extent be declared invalid or unenforceable, the remainder of this lease, and all other provisions contained herein shall be operable independently of each other, and the application of any such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall be valid and enforceable to the fullest extent provided by law. Section 7. Binding Effect. This Lease and the covenants, conditions, warranties, agreements and obligations contained herein, subject to provisions contained in Section 8 of this Article, shall, subject to provisions as to assignment, transfer and subletting, be binding upon the parties hereto and upon their respective heirs, devisees, legatees, personal and legal representatives, successors, trustees and assigns. section 8. ExclusivelY ODeratinq Covenants Declared Void. Such covenants, terms and conditions as contained in this Lease agreement that operate solely with respect to statutory and city Charter requirements as are imposed on Lessor as a Florida municipal corporation, shall become void of any further force and effect to any individual, corporation, partnership, or any other legal entity not similarly bound, upon assignment or transfer of Lessor's interests as created in this Lease agreement. section 9. Merqer By Deed. All covenants, warranties, stipulations and representations of Lessor shall merge with any deed of conveyance to any party at time of closing. By delivery and acceptance of deed, Buyer shall thereafter indemnify, defend and save harmless the City of Clearwater, its successors, assigns and agents. 17 1 I Section 10. Entire Aqreement. This Lease supersedes any previous agreements between the parties in reference to the Premises only, and no prior stipulation or agreements, verbal or written, by the parties shall be valid or enforceable insofar as they relate to the Premises unless embodied in the provisions of this Lease. This Lease contains the entire understanding of the parties hereto and no modifications shall be effective unless evidenced by a subsequent duly executed written agreement. section 11. Headings. The titles and articles or paragraph headings of this Lease are only inserted for convenience, are in no way to be construed as part of this Lease, and do not in any way limit, amplify or otherwise affect the warranties, representations, covenants, stipulations and agreements contained in this Lease. section 12. Attornevs Fees. In the event that any action is filed in relation to this Lease agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all sums that either party may be called on to pay, a reasonable sum for the successful party's attorneys' fees. Section 13. Time of the Essence. It is specifically declared and agreed that time is of the essence of this Lease agreement. section 14. RelationshiD Of The Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, a partnership. or a joint venture between the parties hereto, it being understood and agreed that neither the provisions contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties other than the relationship of Lessor and Lessee. section 15. CounterDarts. This Lease agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. section 16. Remedies Cumulative. All remedies conferred on the Lessor in this lease agreement shall be deemed cumulative and no remedy shall be exclusive of the other or any other remedy conferred by law. section 17. Governing Law. It is agreed that this Lease agreement shall be governed by, construed, and enforced in accordance with the laws of the state of Florida. 18 I I ARTICLE XXV. NOTICE Any notice given by one party to the other in connection with the Lease shall be sent by certified mail, return receipt requested, with postage and fees prepaid: 1. If to the Lessor, addressed to: City Manager City of Clearwater P. O. Box 4748 Clearwater, Florida 34618-4748 2. If to the Lessee, addressed to: Silver Dollar Trap Club, Inc. 17000 Patterson Road Odessa, Florida 33556 IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the date first above written. CITY OF CLEARWATER issioner E I Deptula, Manager By: Approved as to form and correctness: Attest: ~ M. A. Galbrai L:-:: E. Goudeau', Clerk SILVER DOLLAR TRAP CLUB, INC. By: ?~~ William L. ~--~ son, President Attest: iJWl)~ --1~~ Barbara R. J, cobson, Secretary 19 ,w . ....-..,...-_ (-----.. I Parcel E 414.93 Ac. + NOTE: THIS IS NOT A SURVEY!! N890Z4':570E :500.00' \ Lf) Parcel A ", 57.33 Ac. :t ~ .0 Sold N O.R. 6275 - 1231 w <=> o o o o o Z Parcel D 210.85 Ac. + Parcel B PARCEL S-I (Silver Dollar) Porcel B 192.67 Ac. + iP.a.s. Y) 'i:';'; / S89024'37"W / S89024':57"W ~ 300.00' EXHIB,IT 1479.66' Sunset Lake c 18 17 19 20 Porcel C 40.50 Ac. :I: 19 20 ~ SE CORNER SEC 19 "A" DRAWN BY owe NAME DA TE TLM HILLS.DWG 2/94 ;. ~1/ ~I Exhibit "B" t,.. ", o I .~ CITY CF CLEARWATEr, ENV I F\Ol\RvENT Pl.... PLJD I T r-ND FEfFE"RTY A..SSEEBvBlT GLli del i nlli:; I, I' .1. FtRPOSE To deter'mine by means of a phased ap~wc)ac:l, thE;) following: 1. Potential on and oH-si te sa..U".ces of CCX'ltaminatic:n. I , 2. Cbser.vable indicatic:x,S of c:ln-si te ccntc\mi.nation pr'd.11E.i'lls. 3. Geolog1!= and hyr'ogeologic char' ac ter' of the si te. 4. Potential sensitive r.ec:E?ptor.S 0, and in the site vicinity. 5. Estiffic:'1ted r.isks and costsam:.;clCiatE.'d with cbset'vech:,~:d~:;ting CX" possible r.elated ccntamination. I I . saFE A. t=hase I 8i te Scr.eeni ng. A phase I study i~.. to include arId addr'ess the following: 1 ) ~i s's.O"'.'i... o~_tJ~~_~lse ..9'L the. S',~!~J.~.~_E~'c...~?t y. ("us:;e" not necessar.ily "ov,ner'~;hip" shOl.lld be the key cCTlsider'atiOl). ll-lis ~;ha...lld i.nvolve r.eviE;)W, i,S i.\pplicable: (a) F'r'oper.tyabstr'acts/ti tl (;: search I ffi...lrU ci pal r'ecO"'ds (i nel L1di ng ~!'iisesS(r' sand buil rJi ng depar.tn-ent r'eco'.d5) . ~!.llJ?~C'ovl.E.~'!.. by. Ci tY. (b) Histcrical atlas maps. !' (c) HistO"'ical sf~r'ies of aE~'ial pl1otcx]r'.aphs. (d) &lsine<;:;s:cr str'eet dir'ectOl"i(::5. (e) Interviews wi tl1 I:JlCl"o,Jledgeabh~ pE'!r.SOI'l~::; in the .3.I"'e8. $ 1 .. ,. .. (IJ' I) -1 2) ~i_~e :m9-~~~'ea _![~'{.~.?~S!_g.~t.!._~-=- (a) Specific Cln-~5ite visit ami "walk thr-OLlgh" (helicq:Jter' oVc.T.-flll;,Jht c;\nd "walk thr-OLlgh" en 1.:\r.ge acr.p"'ge par-ce1s). 111is shOLl1d include d:J..et"vation of physical cOldi tions of lc\fld N\d !;';tr-uctur.es or' irrpr-ovenents fcr' potential indicatcy-s of hc.'-car.do...Is waste cOltalllination prob 1 c."Or;..:; S',uch as: L Lea.ld. ng pi pe~;, &:1 (K:tr.i c:a1 tr-ansfcr-rner-s, t.c;\nks, bar.r-el s or- contai net'-s. II. 2. Bpi 115 ar-OLlnd loadi.rlg dc:x:ks, r.aw mater'i.al stor-age ar-eas, !:".>l.lf'..face dr'c:dns, m.-:dntE.'nance ar.eas. :3. Discolcx-ed Clr- ~..t.ained soils. 4. Dist.r-essed 01'- dead vegetation CT- wildlife. 5. Genet"al air- qual i t.y including unusual no:dOt.ls fumes cr- cdor-s. 6. Di sc:01 cr.ecj water- SLU'--facf..>5 (pool s, 1 agoc:ns, dr'ai nage di tChE?tS cx- c.:_'1Ila1 s, 1 akes, etc.) 7. U-luS',ual t.q:iexJr-aphi c:al changes of gr-OLlnd SLlf'-f ace indicating bLlf'.ied Wc:\ste cr- drurTlS. 8. Evidence o-f hc.t.-::an:IOLls c.r t.mcic mater-ials usage, nk,ter-ic.\l star-age and lrTf-lr-q:>E?l" fU<::1ls lTk"\I1agE.'l'rlBlt. 9. Revi ew {')-f pr.cx::edLlf'-es fcr' the managE.'flBlt and di spasal of ha;;:ar-dOLls waste. to. Deb~-minatial of the pr-eseflce o-f possible SE.'flsi ti ve r-ecE'ptcT'S 0'1, in cr- ar-c:>L.lfld the si te. 11. Revi ew 1 cx:al ar-ea gE=."'CJlogy and hydr-ogeol og i C condi bons. t2. Review uses o-f pr.q:)e.t'.ti(~s in the v.>l.lf'ra.U1ding ar-ea t'-.l deter.-mine likelihocid of contamination of SLlbject site fr-an those S'.aLlf'-C€~; (i. e., consider'- potential "cone of in.Fluc='IICI'.?" and ck-ainc:lge Olto SL~:Jject site of c:orltc:vninated r-uno-ff {r-oCll upgr'adient pr'q:>er-ties). 13. Review r-epor.ts of cO'lrh tiexls of r2:dsting w=ll fields in the ar-ea. ~i 2 !' <~ t .1'\ \..... ,~~ l i.tJ ., . " (b) F\eview, ,,~~5 c:\pplic:abJ.f?, indur,;tr'ial pr'oce-;;ses involved in pr.i cr-, pr'e<.;5Ent or' i ntE:ncJed U!:iX'1. (c) F\eview of plat ple.~\s, building and Ie)!'"' ~.;ite devE,!lq:lnx?nt plans and flo...J dia<;r.::.vn<E'., as n:."quir.'ed. ~3) ReviE:."'W of -9...C?~_~'nrner:!i~L!:':'~E.!.~si~ [.mr.taining to the subject site. Ther-~ should include, as appl icable. (a) ReviE'?'IJ of FE:xJE~~.al, State, Ca..\nt.y and M...lIlicipal r'ecor.ds in cr'der' to deter.mine \.oJ,ether. cr' not t.hf:? site or' clper'atic.ns on tllesi h? ,,:\r.e l.i.str;x:J en FE:'CIE~~'al hC:\ZC:\r.dO-IS prior.Hies cr' state awi r'cnmental r.egul aU en 1 i st5s or' C:\r'e other-'wi me bei ng oper'ated undE:."'f' ~;peci f i c pE?I~.mi t5 or' rE:."gul atcr'y ccnsent rr'der'5 Cll~' corp 1 i ance or.der's of 0SI-"V-'1, etc. (b) Deter-'mi ne if thEr'e is a hi stc:x~-y c.rf undE;r'gr.o...lIld tanks en the pr'oper.ty. II (c) Dieck c;\l,y pr'ia" h.::\ZC1y.do..IS; waste pr.oblems involving the pr'clper-.ty. (d) Detel'.minr: if other' f:~lVir.cnmf::."ntal aLldi b5 wer'e w'eviO-lsl y per'fOl~'lfed and r'evi ev.J the c:r..ntents l:hc'?f'eof. $ 4) EvaluatiCX!_~~~.?".~: A repcr.t of the cc:ncluf:5ions r'f~ul ti.ng fr'om t.he above investigations rrI...I~-:;t be evaluated en a r'epe:x'.t i~:;sued c.S to: (8) The si~~nificanc:e of thE? 'Finding"'. and wheth(?t". cr' nt1t the 5i te appears .f r'e€? f r.om con t allli nat ion. (b) 8i te cO-lld have ccntaminaticn pr'd:>len~3. Indicate possible 1 ocati ons and. \...hy and \."..hat h:; suspected. 8...\ggest the addi ti onal tests, proc::(~:lur'(?s cmd cQ<'.:5ts necesSc":\r'Y to adequatel y negate or' co,fi r.m suspi ci ens. (c) Si te is knDl-'ln to be ccntc:vni natr..'>C!. PGcli ti a\al r'E:.'Co!vnendat i OriS, if any, to be:? LlIlder.taken. !t; Fhase~ I Total $ 3 ~, -~ ~ .. ~ ..~ v"~ , B. Ftla~..e II - Fi('~ld Inv8!:itir:Jatic:n and Testing. )vb,i tcr.ing and 10" te~5ting pr'(x:edur.E~!::; of 'var.icx..ls typf?S ar'd to varying dE~r'ees may be r.c."quin,-'CI to SUpplc."lllent or' VE'l"ify SIJ~5l=)ect.ed c:c:ndi tic:ns uncover'ed in the initial sih.:> as~;;e<.5!S(r)2'"nt: phase. 111e~:;e can irwolv(7? nkJ.ny techniques and discipUneH neces~.;c\ry t.o pE.'1"fc:rm and int.eq::wet soils, sur.face and I cr' gr.ound.-water', air.' ~;iw:plE1 tests, electn:xT\c1gnetic induction type geqJhysical sur'vey~;, hydr'Q<.:5tatic testing of tanks, te<..3ting fcr' asbeshJS containing 1Tl<:1b,~.i(J.ls arKl c~)dstenc:e of fr'iable fiber's in air' sarrplEi';~5 (polar.izecl light micr'e}f;ce~y), etc. !' 1) Pr'ior' to under.taUng <my Fhase I I invE.~tigatic:n the cc:nsul tant n~lst delai 1 : (c\) ll-le type, nUlTiJf.:.'l'" and deser'ioti.en of each r'e\.cxTiTl2nded test ell" IOCX1 i la' i ng pr.cx.:edur'e. (b) The pr'qxw"ed 1 c::cat ion (s) of the pr'opo.::iec:l tests. (c) 111e timing r.equir'ed to per'for'en each of the pr.c::cedur'es and the arlal ysi s of r.esul t.s. (d) 11,P- costs involvE-d to ccxrplete and allalY-Le the r'f:?<"',.,Lllts for each of the tests.;. 2) Repcr.t: Lf.>c:n ccxrpletion of c:luthor'izE:.'\.-J t.1?<;5t <:>.nd sarrpling p,...oc:ec:tur'es the ccnsul tarlt wi 11 i E3Sl.le a wr.i tten r"E.'pO'.t E-:;l.lppl eHenting tha Phase I r'epcr.t arld detail, at lE'?ast, the foll ClI.^Ji ng: (a) Resul ts of each indi 'Ii dual te<:5t, Sc."I/rpling or' lOCX1i tor.ing procecILU".('? (b) CC:JIT'f.lar'i~,cn of n?'.:;tJlts to ~;tanr.1ar.ds. (c) Conclusiols and fLU".t.h(~' n'?<:cxY'I1'E.'fldatic:ns, if appr'opdate. The CCX1C 1 usi alS; r'epor.tE.D shcJul d spec if i. call y addl"es5 ~"hether' 01" not haz8l".dcx..IS or to)dc 'i',;ubst.::\rlces ell" wc\sh~ <:\r.e pr.er.:>ent at the si te; ar.e pr'er.:>81t in quanti tie<.; cr' concerltr.atiC:ln!5 wlich pOC..>E.' an irTYl'lE'Cliate cr' potential th",'eat to t.he pr.q:JE.'I,.ty, t.he ~;;urrell.lnding populaticln CJt". to the envir-'onfOE.'nt cr' r.e]:Jf".e!:.E'llts pCII:f.'.!fltical viDlations of envir-.cnlTlC;!ntal laws 01" regUlations. Fhas(~ I I Total $ 4 ..