BUSINESS LEASE CONTRACTBUSINESS LEASE CONTRACT
THIS LEASE CONTRACT, entered into this 9( day of 2009,
between the CITY OF CLEARWATER, FLORIDA, a Florida municipal corpor ion, as Lessor, and
GREATER CLEARWATER CHAMBER OF COMMERCE, a Florida not-for-profit corporation, as
Lessee.
WITNESSETH:
That the Lessor does lease to the Lessee the following premises located at 401 Cleveland
Street, Clearwater, Pinellas County, Florida, 33756, being more specifically described as follows:
The West % of Lot 7, Block B, JOHN R. DAVEY'S ET AL RESUBDIVISION OF
EARLL, MUMFORD, RUSSS AND STARRIS SUBDIVISION, according to the map or
plat thereof as recorded in Plat Book 1-111, Page 87, of the public records of
Hillsborough County, Florida, of which Pinellas County was formerly a part.
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 a term of six (6) months; which term will commence on the
28th day of August, 2009, and shall continue until midnight on the 28th day of February 2010 (herein
called the "Initial Term"). Lessee shall have the option to extend the term of this lease for two (2)
successive periods of six (6) months each (if more than one option period is granted, each such
period is included in the term "Extended Term" as used herein). No such renewal or extension shall
be deemed a waiver by Lessor of any breach or default which may then exist. Each 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. Lessee shall exercise the option for
an Extended Term by notifying 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 the total sum of Thirty Three
Thousand and ---NO/100's---Dollars ($33,000.00) as rent during the initial term of this lease, payable
in equal monthly installments of Five Thousand Five Hundred and---NO/100's---Dollars ($5,500.00),
the first installment due upon execution of this lease, and the balance of such installments being
payable in advance at the beginning of each successive monthly rental period thereafter. In addition
to each rent installment, Lessee shall also make monthly property tax escrow payments of $1,270.50,
together with payment of state sales tax of $385.00, for a total monthly payment of Seven Thousand
One Hundred Fifty Five and ---50/100's---Dollars ($7,155.50). Notwithstanding the foregoing, the
monthly property tax escrow payments of $1270.50 shall not commence until January 2010, subject
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to paragraph 18(i) herein. The aforementioned schedule shall remain unchanged and effective
through the Initial Term and throughout the initial Extended Term, if option is exercised by Lessee.
Should Lessee exercise the privilege to extend for a second (2nd) extended term, in that event, the
monthly rent shall be increased four percent (4%) for and throughout the second (2nd) extended term.
Lessee shall pay rent without demand and without counterclaim, deduction or setoff, and any
additional rent as hereinafter provided, to Lessor at: Steve Moskun, Cash and Investments Manager,
City of Clearwater, P. O. Box 4748, Clearwater, Fl. 33758 - 4748, or at such other place as Lessor
may designate in writing.
3. SECURITY DEPOSIT.
Lessee shall deposit with Lessor on the signing of this lease the sum of Five Thousand Five
Hundred and---NO/100's---Dollars ($5,500.00) as security for the performance of Lessee's obligations
under this lease, including without limitation the surrender of possession of the premises to Lessor as
herein provided. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall
on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on
hand at all times during the term of this Lease. In the event of default by Lessee, and Lessee's failure
to cure such default upon notice thereof, Lessor may retain all or a portion of the deposit, at the sole
determination of Lessor, in addition to any other legal remedies available to lessor. In the event of no
default by Lessee under provisions of this lease, all monies on deposit with Lessor shall be returned
to Lessee not later than fifteen (15) days following final lease termination.
4. 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
primarily for the purpose of conducting the usual and customary business of Lessee to enhance the
business environment and economic health and growth of the Clearwater region.
5. 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.
6. MAINTENANCE.
Lessor shall keep the foundation, outer walls, roof and buried conduits of the premises in good
repair, except that Lessor shall not be called on to make any such repairs occasioned by the
negligence of 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 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 payment 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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 buildings, or to exhibit
said premises. Right of entry shall likewise exist for the purpose of removing placards, signs, fixtures,
alterations or additions, which do not conform to this agreement.
12. RESTORING PREMISES TO ORIGINAL CONDITION.
Lessee represents that the premises leased are in good, sanitary and tenantable condition for
use by Lessee. Lessee's acceptance or occupancy of the leased premises shall constitute recognition
of such condition. Lessee hereby accepts the premises in the condition they are in at the beginning
of this lease and agrees to maintain said premises in the same condition, order and repair as they are
at the commencement of said term, and to return the premises to their original condition at the
expiration of the term, excepting only reasonable wear and tear arising from the use thereof under
this agreement. The Lessee agrees to make good to said Lessor immediately upon demand, any
damage to water apparatus, or electric lights of 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.
13. INSURANCE.
1. Lessor, at Lessor's sole cost and expense, shall maintain, or provide through self-
funding, throughout the Initial Term, and any Extended Term, Property Insurance to cover
any loss resulting from destruction or damage to the lease premises. Lessee, at Lessee
option and expense, may obtain coverage for Lessee's personal property. Lessee shall
procure at its expense and maintain during the term of this Agreement insurance as shown
below:
a. A Commercial General Liability policy with limits of $1,000,000, covering claims for
injuries to persons or property which may arise from or in connection with use of the
Leased Premises by the Lessee, including all activities occurring thereon. Lessee
shall furnish the City with Certificate(s) of Insurance with all endorsements affecting
coverage required by this section. The City shall be named as an additional insured.
The coverage shall contain no special limitations on the scope of protection afforded
to the City, its officials, employees, agents and invitees.
b. Workers Compensation. Coverage shall apply for all employees and its contractors
in the amount equal to the statutory limits of coverage according to applicable State
and Federal laws. In addition, the policy shall include employer's liability coverage
with a limit of $500,000 per occurrence.
Lessee shall provide a copy of any or all insurance policies upon request by the City. All policies of
insurance must be endorsed to provide the City with thirty (30) days notice of cancellation or
restriction.
14. DESTRUCTION OF PREMISES.
In the event that the building should be totally destroyed by fire, earthquake or other natural
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 fire, earthquake or other natural
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.
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, 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.
16. SUBORDINATION.
This lease and the rights of the Lessee hereunder are hereby made subject and subordinate to
all bona fide mortgages or other instruments of security now or hereafter placed upon the said
premises by the Lessor provided, however, that such mortgages and other instruments of security.%eill
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; TERMINATION BY LESSOR.
(a) The Lessee further covenants that, if default shall be made in the payment of rent, or any
additional rent, when due, or if the Lessee shall violate any of the other covenants of this lease and
fail to correct such 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 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.
(d) The Lessor, at its option, may terminate this lease in the event the City Council determines
at a duly constituted City Council meeting that the lease premises are needed for other municipal
purposes and serves Lessee with sixty (60) days notice of such intended use.
17. 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 as same shall comply with provisions of Article 3, Division 18 of the City
of Clearwater Land Development Regulations, and other applicable law, and such signs as Lessee
may place inside the building, which signs 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 installment of rent or any other sum due from Lessee is not
received by Lessor within five (5) days after such amount shall be due, Lessee shall pay to Lessor a
late charge equal to five percent (5%) of such overdue amount. The Lessor shall not be required to
accept any rent not paid within five (5) days subsequent of the date when due absent the
simultaneous payment of this late charge. The requirement for a late charge set out herein shall not
be construed to create a curative period or a grace period for the timely payment of rent.
(i) Lessee agrees to pay any federal, state or local taxes which may be levied on the
property or any improvements or uses placed thereon; but it is agreed that the parties do not waive
any exemptions permitted by law. Specifically, Lessee may be exempt from payment of ad valorem
tax escrow and sales tax as defined in Section 2 (RENT) above to the extent Lessee has qualified for
each of such exemptions with the State of Florida Department of Revenue and the Pinellas County
Property Appraiser, and has provided Lessor satisfactory evidence of such exemptions.
18. ESTOPPEL LETTER.
In the event Lessor shall obtain a loan from an institutional lender, and if the following shall be
a requirement of such loan, the Lessee agrees to execute an estoppel letter in favor of the lender
verifying the standing of the lease, the terms thereof, and all amounts paid thereunder and such other
matters as may be reasonably requested.
19. INDEMNIFICATION.
The Lessee shall indemnify the Lessor against all liabilities, expenses and losses incurred by
the Lessor arising out of or related to the leased premises or Lessee's use or occupancy thereof, to
include but not being limited to (a) failure by the Lessee, or its agents, to perform any provision, term,
covenant or agreement required to be performed by the Lessee under this agreement; (b) any
occurrence, injury or personal or property damage which shall happen in or about the leased property
or appurtenances resulting from the condition, maintenance, construction on or of the operation of the
leased property; (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.
20. "AS IS" CONDITION.
The Lessee accepts the leased premises on an "as is" basis, and Lessor shall have no
obligation to improve or remodel the leased premises.
21. CONSTRUCTIVE EVICTION.
Lessee shall not be entitled to claim a constructive eviction from the premises unless Lessee
shall have first notified Lessor in writing of the condition or conditions giving rise thereto and, if the
complaints be justified, unless Lessor shall have failed within a reasonable time after receipt of such
notice to remedy such conditions.
22. JANITORIAL EXPENSES.
Lessee shall either obtain or perform janitorial services for the leased premises at its expense.
23. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
24. CAPTIONS.
The paragraph captions used throughout this lease are for the purpose of reference only and
are not to be considered in the construction of this lease or in the interpretation of the rights or
obligations of the parties hereto.
25. NO HAZARDOUS MATERIALS.
The Lessee herewith covenants and agrees that no hazardous materials, hazardous waste, or
other hazardous substances will be used, handled, stored or otherwise placed upon the property or,
in the alternative, that such materials, wastes or substances may be located on the property, only
upon the prior written consent of the Lessor hereunder, and only in strict accord and compliance with
any and all applicable state and federal laws and ordinances. In the event such materials are utilized,
handled, stored or otherwise placed upon the property, Lessee expressly herewith agrees to
indemnify and hold Lessor harmless from any and all costs incurred by Lessor or damages as may be
assessed against Lessor in connection with or otherwise relating to said hazardous materials, wastes
or substances at anytime, without regard to the term of this lease. This provision shall specifically
survive the termination hereof.
26. CONFORMANCE WITH LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the life of this
Contract.
27. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then the
parties agree that each party shall bear its own attorney fees and costs.
28. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract; any action brought by either party
shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
AS TO LESSEE:
GREATER CLEARWATER CHAMBER OF
COMMERCE
Attest:
AS TO LESSOR:
Countersigned:
j-F7)U.- &aA d
Frank V. Hibbard, Mayor
Approved as to form:
Akin, City Attorney
By:
Robert W. tfffford
Chief Executive Officer
CITY OF CLEARWATER, FLORIDA
By:
William B. Horne II, City Manager
Of THE Attest:
Cynthia E. Goudeau, City Clerk