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BUSINESS LEASE CONTRACT BUSINESS LEASE CONTRACT ~ THIS LEASE CONTRACT, entered into this .z;L day of , 2003, between the CITY OF CLEARWATER, FLORIDA, a Florida municip I corp ation, as Lessor, and CLEARWATER GROUP, INC., a Florida non-profit corporation, as Lessee. WIT N E SSE T H: That the Lessor does lease to the Lessee the following premises consisting of a single frame structure containing approximately 2,519 square feet located upon the following described parcel in Pinellas County, Florida: A parcel of land being a portion of the NW% of the SEY4 of Section 9, Township 29 South, Range 15 East, Pinellas County, Florida, being more particularly described as follows: Beginning at the SW corner of Seminole Street and North Osceola Avenue, then run Southwesterly along the west right-of-way of said Osceola Avenue, 138 feet; thence Northwesterly 301.6 feet; thence Northeasterly 147 feet; thence Southeasterly 254 feet to the Point of Beginning; the same being commonly known as 712 North Osceola Avenue, Clearwater, Florida. Such property shall hereinafter be referred to as the "leased premises" or the "demised premises" or the "leased property. II 1. LEASE TERM. The term of this lease shall be for five (5) year(s); which term will commence on the 15th day of April 2003, and shall continue until midnight on the 14th day of April 2008 (herein called the "initial term"). The Lessee shall have the option to extend the term of this lease for one (1) successive period of five (5) year(s) (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 the 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 for any period shall nullify the option for all subsequent periods. 2. RENT. The Lessee agrees to pay and the Lessor agrees to accept as rent during the initial term of this lease the sum of One and 00/100 Dollars ($1.00), the receipt and sufficiency of which is hereby acknowledged, and in consideration of the promises and covenants set forth herein, Lessor hereby grants to Lessee and Lessee accepts from Lessor, this nonexclusive lease, right and privilege to use the demised premises. 3. USE OF PREMISES. a. 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 primarily for an office and meeting space for meetings and events sponsored and under the control of Lessee. b. Lessee is authorized and agrees to make the demised premises available to other civic groups within the City of Clearwater when the Lessee is not using the leased premises for scheduled activities. c. Lessee covenants and agrees to make no unlawful, improper or offensive use of the leased premises. Upon termination of this lease, Lessee agrees to return the leased premises to the Lessor in as good condition as at the effective date of this agreement, subject only to normal wear and tear. 4. DESIGNATED PARKING AREA Lessee understands and agrees that the primary parking area for its members and guest is the designated parking area located west of the Little Theatre. The City-owned grass area adjoining the leased premises on the east boundary may be utilized as overflow parking by Lessee's members and guests, and Little Theatre members and guests. This grass area is to be used onlv after the designated parking area is fully utilized, except that persons who are physically unable to walk from the designated parking area may use the overflow area as required. 5. ANNUAL REPORT REQUIRED The Lessee agrees to submit an annual report to the City Manager not later than January 31st of each calendar year, summarizing the use and services rendered by the Lessee while occupying the leased premises. The report shall also contain the names of other organizations using the leased premises, and the number of times it was used by each such organization. 6. UTILITIES. All water, sewer, electric and all other utilities of any kind serving the demised premises shall be billed directly to Lessee. All deposits for such utilities shall be the sole responsibility of Lessee. 7. MAINTENANCE AND TAXES. Lessee shall be responsible for properly maintaining the leased premises in a clean and orderly condition, and for the payment of all maintenance charges incurred therefore. Lessee shall timely pay all real and personal property taxes as such may ensue from the operation of this lease. 8. 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. Page 2 of 9 9. 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. 1 O. 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 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. 11. 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 for 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. Page 3 of 9 12. 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. 13. 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. 14. INSURANCE. Lessee agrees to comply with all terms, provisions and requirements contained in Exhibit "A" attached hereto and made a part hereof as if said document were fully set forth at length herein. 15. MAINTENANCE. Lessee shall keep the foundation, outer walls, roof and buried conduits of the premises in good repair. 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, except where the repairs or replacements shall be caused by the negligence or misuse by Lessor or its employees, agents, invitees, or licensees. 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. Page 4 of 9 16. 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 sixty (60) days after the date of such destruction, this lease shall be terminated. In the event that the building should be partially damaged by f ire, earthquake or other cause, but only to such an extent that it can be rebuilt or repaired within sixty (60) days after the date of such destruction, the lease shall be void or voidable, but not terminated, except as otherwise provided herein. If the Lessor intends to rebuild or repair the premises, he shall, within fifteen (15) days after the date of such damage, give written notice to Lessee of the intention to rebuild or repair and shall proceed with reasonable diligence to restore the building to substantially the same condition in which it was immediately prior to the destruction. However, Lessor shall not be required to rebuild, repair or replace any improvements or alterations made by Lessee within the building. 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 sixty (60) days after the date of such partial destruction, the Lessor may either terminate the lease or continue with the lease with a proportional rent rebate to Lessee. if Lessor undertakes to rebuild or repair, Lessee shall, at its own expense, restore all work required to be done by such Lessee under this agreement. 17. 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. 18. 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. 19. DEFAULT; REMEDIES. (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 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. Page 5 of 9 (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 therefore, and may relet the leased property as the agent of the Lessee and receive the rent therefore 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 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 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. 20. 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 Lessee shall use no signs in connection with the premises hereunder, except inside the building, which signs shall be subject to the prior approval of the Lessor. Page 6 of 9 (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. 21. 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. 22. 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. 23. 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. 24. "AS IS" CONDITION. The Lessee accepts the leased premises on an lias is" basis, and Lessor shall have no obligation to improve or remodel the leased premises. 25. 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 atter receipt of such notice to remedy such conditions. Page 7 of 9 26. TERMINATION BY LESSOR This lease shall be subject to termination by Lessor in the event the Clearwater City Commission determines at a duly constituted public meeting that the demised premises are required for other municipals uses. In such event, Lessor shall serve Lessee with not less than sixty (60) days written notice of such intended use, following which this lease shall terminate in every respect, and both parties shall be relieved of any further obligations hereunder, except that Lessee shall be responsible for full payment of all costs and expenses resulting from the operation hereof, together will all taxes and costs for utility services through day of termination. 27. SEVERANCE. The invalidity or unenforceability of any portion of this lease shall in nowise affect the remaining provisions and portions hereof. 28. 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. 30. 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. 31. RADON GAS ADVISORY As required by 9404.056(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. Page 8 of 9 32. CONFORMANCE WITH LAWS. Lessee agrees to comply with all applicable federal, state and local laws during the life of this Contract. 33. 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. 34. 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. CITY OF CLEARWATER, FLORIDA Countersigned: Brian J. Au issioner BYti7~ -:g. .t4-,.... ,:II' William B. Horne II, City Manager THE CLEARWATER GROUP, INC. Attest: ~!~l.l> ~. CJ'j1l.(JEt, By: Title:P~(E S. I Det.JI Page 9 of 9 -.. '!, EXHIBIT "A" SURANCE Procertv 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 value basis and Lessee may elect a deductible amount up to but not more than $1,000. Lessor shall be included and identified as an Additional Insured under the policy and on the Certificate of Insurance. Liabilitv Insurance: Lessee shall procure and maintain for the life of the Lease, General Liability Insurance. This coverage shall be on an "Occurrence" 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 limits of coverage shall be $500,000 Per Occurrence Combined Single Limit for Bodily Injury Liability and Property Damage. The Lessor shall be included and identified as an Additional Insured under the policy and on the Certificate of Insurance. The insurance coverages and conditions afforded by these policies shall not be suspended, voided, cancelled or modified except after 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 stipulated herein. Certificates 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. Radon Gas Notification, as required by Florida Statute 404.056(8) is to be inserted in all contracts for sale, purchase or rental of real property. 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 health unit.