LEASE AGREEMENTLEASE AGREEMENT
st
THIS LEASE AGREEMENT ("Lease") is entered into this I day of
['- , 2009, by and between GREATER CLEARWATER CHAMBER OF
COMMERCE, a Florida Non-profit corporation, hereinafter referred to as "Lessor," and
CLEARWATER JAZZ HOLIDAY, a Florida Non-profit corporation, hereinafter referred to
as "Lessee."'
WITNESSETH:
1. Office Space and Term. Lessor in consideration of the rentals hereinafter
reserved to be paid and of the covenants, conditions and agreements to be kept and
performed by Lessee, hereby leases, lets and demises to the Lessee that certain office
space that is approximately 14 ft. by Itf ft in size ("Office Space") and located within
the building located at 401 Cleveland Street, Clearwater, Pinellas County, Florida 33756
("Building"). The Lessor reserves the right to relocate Lessee to a different office of
comparable size upon seven (7) days notice to Lessee.
2. Term and Possession.
(a) Subject to the terms and conditions hereof, the lease term shall
commence August 28, 2009. The lease term shall expire at midnight on February 28,
2010, unless otherwise terminated as herein provided.
(b) Lessee has possession of the Office Space.
(c) Upon the expiration or other termination of this Lease, the Lessee
shall quit and surrender the Office Space broom-swept clean, in the same condition as
at the commencement of the term, normal wear and tear only excepted, and the Lessee
shall remove its property.
3. Rent. Lessee shall pay to Lessor as monthly rental for the Office Space
the sum of Five Hundred Dollars ($500.00), on or before the 10th day of the first
calendar month of the term hereof and on or before the 18t day of each and every
successive calendar month thereafter during the term of the Lease. Rent includes any
applicable taxes and utility charges. Rental and all other sums payable by Lessee to
Lessor under this Lease shall be paid to Lessor, without deduction or offset, at its office
presently located at 401 Cleveland Street, Clearwater, Florida, 33756, or such other
place as Lessor may hereafter specify in writing.
' The terms "Lessor" and "Lesser-" are used throughout this Sublease although the Lessee holds only a leasehold
interest in the Building and Office Space lnu-suant to a Business Lease Contract ("Underlying Lease") dated August
28, 2009, between Greater Clearwater Chamber of Corrunerce and City of Clearwater, Florida, hereinafter referred
to as "Building Owner." Thus, the Lessce's interest in the Office Space is that of a sublessee.
4. Renewal Option. Subsequent to the expiration of the initial term hereof,
and provided Lessee shall not be in default hereunder, Lessee shall have the option to
renew this Lease for one (1) additional period of six (6) months beginning February 29,
2010 and ending August 30, 2010 (the "Extended Term") under the same terms
contained in this Lease. Lessee's option set forth in this paragraph shall be exercised, if
at all, by written notice to Lessor given at least thirty (30) days prior to the expiration of
the initial term. The monthly rent for the Extended Term shall be Five Hundred Dollars
($500.00). Rent includes any applicable taxes and utility charges. Notwithstanding the
foregoing, Lessee's option to extend this Lease is contingent upon the Underlying Lease
being in full force and effect.
5. Use of Office Space. The Office Space shall be used by Lessee as an
administrative office and for no other purpose without the prior written consent of
Lessor. Lessee shall not do or permit to be done in or about the Office Space anything
which is prohibited by or will in any way conflict with any law, statute, ordinance or
governmental rule or policy governing the Building or any part thereof or any of its
contents. Lessee shall not do or permit anything to be done in or about the Office
Space which will in any way obstruct of interfere with the rights of other tenants of the
Building, or injure or annoy them or use or allow the Office Space to be used for any
improper, immoral, unlawful or objectionable purpose or any purpose other than that
specified herein; nor shall Lessee cause, maintain, or permit any nuisance in, on, or
about the Office Space or commit or suffer to be committed any waste in, on, or about
the Office Space.
6. Assignment and Subletting. Lessee shall not assign this Lease, or any
interest therein, or sublet the Office Space, or any portion thereof, without the prior
written consent of Lessor and the Building Owner. Notwithstanding any assignment of
this Lease, or the subletting of the Office Space, or any portion thereof, Lessee shall
continue to be liable for the performance of the terms, conditions and covenants of this
Lease, including, but not limited to, the payment of the rent. Consent by Lessor to one
or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to
any subsequent assignments and sublettings. In the event of the transfer and
assignment by Lessor of its interest in this Lease and the Building containing the Office
Space, Lessor shall thereby be released from any further obligations hereunder, and
Lessee agrees to look solely to such successor in interest of the Lessor for performance
of such obligations. Lessee shall not mortgage, pledge or otherwise encumber its
interest in this Lease or in the Office Space.
7. Access to Premises. Lessor or its authorized agent or agents shall have
the right to enter upon the Office Space at all reasonable times for the purpose of
inspecting same, preventing waste, and making such repairs as Lessor may consider
necessary (but without any obligation to do so except as expressly provided for herein).
If, during the last month of the term, Lessee shall have removed all or substantially all of
Lessee's property therefrom, Lessor may immediately enter and alter, renovate and
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redecorate the Office Space without elimination or abatement of rent or incurring liability
to the Lessee for any compensation and such acts shall have no effect upon this Lease.
8. Services and Utilities.
(a) Lessee accepts the Office Space with existing (i) conduits and
related facilities to supply electricity for routine lighting and the operation of general
office machines, (ii) heating and air conditioning facilities and apparatus reasonably
required for the comfortable occupation of the Office Space, (iii) water reasonably used
in the Office Space, (iv) general janitorial service in accordance with the standards of
the building. Any additional installation of additional electrical apparatus for electronic
data processing type equipment or other utilities shall be paid for by Lessee.
(b) Service or supply of utility to the Office Space may be interrupted or
suspended when necessary by reason of accident, emergency, repairs, alterations,
replacements or improvements, which, in the judgment of the Lessor or Building Owner,
are desirable or necessary to be made to the Office Space or the Building, until such
repairs, alterations, replacements or improvements shall have been completed. The
Lessor shall have no responsibility or liability for failure to supply such services or
utilities during such period or when prevented from doing so by strikes, accidents, or by
any cause beyond the Lessor's control, or by laws, orders or regulations of any federal,
state or municipal authority, or the failure of any public utility or other supplier of such
services to provide them for Lessee. There shall be no abatement in rental because of
any such interruption or suspension of services or utilities, provided that Lessor shall act
with reasonable diligence.
9. Repair anc Maintenance. Lessee will not injure the Office Space or the
Building but will maintain the Office Space in a clean, attractive condition and in good
repair. Damage caused by Lessee, its agents, customers, employees, or invitees shall
be repaired immediately. Any repairs for such damage must be arranged through the
Lessor. Upon termination of this Lease, Lessee will surrender and deliver up the Office
Space to Lessor in the same condition in which it existed at the commencement of the
Lease, excepting only ordinary wear and tear. Lessor makes no representations as to
the conditions of the Office Space or the Building
10. Alterations and Improvements. Lessee shall make no alterations,
additions or improvements to the Office Space without the prior written consent of
Lessor, which consent may be withheld in Lessor's sole and absolute discretion. All
alterations and improvements made by Lessee shall be conducted in such a manner as
to maintain harmonious labor relations and as not to interfere with the operation of the
Building and shall, prior to the commencement of the work, submit to Lessor copies of
all necessary permits. All alterations, additions, or improvements, whether temporary or
permanent in character, made in or upon the Office Space, either by Lessor or Lessee,
shall be Lessor's property and at the end of the term hereof, shall remain in or upon the
Office Space without compensation to Lessee. If, however, Lessor shall request in
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writing, Lessee will, prior to termination of this Lease, remove any and all alterations,
additions and improvements placed or installed by Lessee in the Office Space and will
repair any damage caused by such removal. All of Lessee's furniture, movable trade
fixtures and equipment not attached to the Building may be removed by Lessee at the
termination of this Lease, if Lessee so elects, and shall be so removed, if required by
Lessor, and, if not so removed, shall, at the option of the Lessor, become the property
of the Lessor.
11. Indemnity. Lessor shall not be liable for and Lessee will indemnify and
hold harmless Lessor and Building Owner for and from all liens, suits, claims, demands,
losses and actions (including attorney's fees and costs) for any injury to person or
damage to or loss of property on or about the Office Space or Building caused by the
negligence or misconduct or breach of this Lease by Lessee, its employees,
subtenants, invitees or by any other person entering the Office Space or the Building
under express or implied invitation of Lessee, or arising out of Lessee's use of the Office
Space. Lessor and Building Owner shall not be liable or responsible for any loss or
damage to any property or death or injury to any person occasioned by theft, fire, act of
God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition of
other governmental body or authority, by other tenants of the Building or of any other
matter beyond the control of Lessor, or for any injury or damage or inconvenience which
may arise through repair or alteration of any part of the Building, or failure to make
repairs, or from any cause whatever except Lessor's negligence.
12. Insurance. During the term hereof, Lessee shall provide comprehensive
liability insurance coverage on the Office Space in the amount of
Dollars ($ .00), single limit. A certificate of
insurance with regard to such liability insurance shall be provided to Lessor upon
request.
13. Damage by Fire or the Elements. In the event that the Office Space or
Building should be damaged by fire, tornado or other casualty, the Building Owner,
pursuant to the Underlying Lease, shall restore the Building to its condition immediately
prior to the casualty occurrence. Lessor shall have no obligation to restore the Office
Space or Building. In the event the Office Space or the Building should be so damaged
that rebuilding or repairs cannot be completed within thirty (30) days after the date of
such damage, either Lessor or Lessee may, at its option, by written notice to the other
given not more than fifteen (15) days after the date of such fire or other casualty,
terminate this Lease; in such event, the rent shall be abated during the unexpired
portion of this Lease effective with the date of such fire or other casualty. Lessor shall,
unless such damage is the result of any negligence or willful misconduct of Lessee or
Lessee's employees or invitees, allow Lessee a fair diminution of rent during the time
that the Office Space is unfit for occupancy, in Lessor's sole and absolute discretion. In
the event any mortgage on the Building should require that the insurance proceeds be
used to retire the mortgage debt, Building Owner shall have no obligation to rebuild and
this Lease shall terminate upon notice to Lessee. Any insurance which may be carried
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by Lessor or Lessee against loss or damage to the Building or to the Office Space shall
be for the sole benefit of the party carrying such insurance and under its sole control.
14. Building Rules and Regulations. Lessee shall faithfully observe and
comply with all rules and regulations now or hereafter promulgated by Lessee or
Building Owner with regard to the use or occupancy of the Building and Office Space
and all reasonable modifications of and additions thereto from time to time put into
effect by Lessor or Building Owner.
15. Eminent Domain. If the whole or a substantial portion of the Building shall
be taken for any public or quasi-public use under any statute or by right of eminent
domain or private purchase in lieu thereof, the term hereby demised and ail rights of
Lessee hereunder shall immediately cease and terminate, the rent shall be adjusted as
of the date of. such termination, and Lessee shall be entitled to no part of the award
made therefore or the purchase price thereof.
16. Signs and Advertising. Lessee shall not permit the painting or display of
any signs, placard, lettering, or advertising material of any kind on or near the exterior of
the Office Space or the Building. Notwithstanding the foregoing, Lessee may, with
Lessor's prior written consent, which consent may be withheld in Lessor's sole and
absolute discretion, display Lessee's name on or near the entrance to the Office Space,
in a manner prescribed by the Lessor.
17. Default. Lessor, at its election, may exercise any one or more of the
options referred to below upon the happening of any one or more of the following
events:
(a) Lessee's failure to pay rental, additional rental or any other sums
payable hereunder for a period of three (3) days after written notice by Lessor;
(b) Lessee's failure to observe, keep or perform any of the other terms,
covenants, agreements or conditions of this Lease or in the Building rules and
regulations for a period of fifteen (15) days after written notice of such failure by Lessor;
(c) The inability of Lessee to pay its debts as they mature;
(d) Lessee making an assignment for the benefit of creditors;
(e) A receiver or trustee being appointed for Lessee or a substantial
portion of Lessee's assets;
(f) Lessee's voluntarily petitioning for relief under, or otherwise seeking
the benefit of, any bankruptcy, reorganization, arrangement, or insolvency law;
(g) Lessee's vacating or abandoning the Office Space.
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(h) Lessee's interest under this Lease being sold under execution or
other legal process;
(i) Lessee's interest under this Lease being assigned by operation of
law;
(j) Any of the good or chattels of Lessee used in or incident to the
operation of Lessee's business in the Office Space being seized, sequestered, or
impounded by virtue of, or under authority of, any legal proceeding, which seizure,
sequestration or impounding shall, in the opinion of the Lessor, materially affect the
possible continuation of the operation of the Office Space by Lessee.
In the event of any of the foregoing occurrences, the Lessor, at its election, may
exercise any one or more of the following options: (i) Terminate Lessee's rights to
possession under this Lease and reenter and retake possession of the Office Space
and relet or attempt to relet the Office Space on behalf of Lessee at such rent and under
such terms and conditions as Lessor may deem best under the circumstances for the
purpose of reducing Lessee's liability, Lessor not to be deemed to have thereby
accepted a surrender of the Office Space, and Lessee remaining liable for all rental,
additional rental, or other sums due under this Lease and for all damages suffered by
Lessor because of Lessee's breach of any of the covenants of this Lease; (ii) Declare
this Lease to be terminated, ended and null and void, and reenter upon and take
possession of the Office Space, whereupon, the term hereby granted and all right, title
and interest of the Lessee in the Office Space shall end. Such termination shall be
without prejudice to Lessor's right to collect from Lessee any rental or additional rental
which has accrued prior to such termination together with all damages suffered by
Lessor because of Lessee's breach of any covenant of this Lease; (iii) Declare the
entire remaining unpaid rental and additional rental for the balance of this Lease to be
immediately due and payable forthwith, and may, at once take action to recover and
collect the same either by distress or otherwise; (iv) Exercise any and all rights and
privileges that Lessor may have under the Laws of the State of Florida and/or of the
United States of America_
No reentry or taking possession of the Office Space by Lessor shall be construed
as an election on its part to terminate this Lease, unless a written notice of such
intention be given to Lessee. Notwithstanding any such reletting or reentry or taking
possession, Lessor may at any time thereafter elect to terminate this Lease for a
previous default. Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies herein provided or any other remedies provided by law, nor
shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent
due to Lessor hereunder or of any damages accruing to Lessor by reason of the
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violation of any of the terms, provisions and covenants herein contained. Lessor's
acceptance of rent or additional rent following any event of default hereunder shall not
be construed as Lessor's waiver of any other violation or breach of any of the terms,
provisions, and covenants herein contained. Forbearance by Lessor to enforce one or
more of the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of any other violation of default. The loss or damage
that Lessor may suffer by reason of termination of this Lease or the deficiency from any
reletting as provided for above shall included the expense of repossession and any
repairs or remodeling undertaken by Lessor following possession. Should Lessor at
any time terminate this Lease for any default, in addition to any other remedy Lessor
may have, Lessor may recover from Lessee all damages Lessor may incur by reason of
such default, including the cost of recovering the Office Space and the loss of rental for
the remainder of the Lease term.
20. Attorney's 'Fees. In the event either party shall at any time institute any
legal action or proceedings of any nature for the enforcement of this Lease, or any of
the provisions hereof, the prevailing party shall be entitled to recover all costs, including
attorney's fees, incurred in connection therewith.
21. Landlord's Lien. In addition to the statutory landlord's lien, Lessor shall
have, at all times, a valid security interest to secure payments of all rentals, additional
rental and other sums of money becoming due hereunder from Lessee, and to secure
payment of any damages or loss which Lessor may suffer by reason of the breach by
Lessee of any covenant, agreement or condition contained herein, upon all goods,
wares, equipment, fixtures, furniture, improvements and other personal property of
Lessee presently or which may hereafter be situated in the Office Space, and all
proceeds therefrom, and such property shall not be removed therefrom without the
consent of Lessor until all arrearages in rent as well as any and all other sums of money
then due to Lessor hereunder shall first have been paid and discharged and all
covenants, agreements and conditions hereof have been fully complied with and
performed by Lessee. Upon the occurrence of an event of default by Lessee, Lessor
may, in addition to any other remedies provided herein, enter upon the Office Space
and take possession of any and all goods, wares, equipment, fixtures, furniture,
improvements, and other personal property of Lessee situated in the Office Space,
without liability for trespass or conversion, and sell at same public or private sale, with
or without having such property at the sale, after giving Lessee reasonable notice of the
time after which any private sale is to be made, at which sale the Lessor or its assigns
may purchase unless otherwise prohibited by law. Unless otherwise provided by law,
and without intending to exclude any other manner of giving Lessee reasonable notice,
the requirement of reasonable notice shall be met if such notice is given in the manner
prescribed in paragrapf 27 of this Lease at least five (5) clays before the time of sale.
The proceeds from any such disposition, less any and all expenses connected with the
taking of possession, holding and selling of the property (including reasonable attorney's
fees and other expenses), shall be applied as a credit against the indebtedness secured
by the security interest granted in this paragraph 21. Any surplus shall be paid to
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Lessee or as otherwise required by law; and Lessee shall pay any deficiencies
forthwith. Upon request of the Lessor, Lessee agrees to execute and deliver to Lessor
a financing statement in form sufficient to perfect the security interest of Lessor in the
aforementioned property and proceeds thereof under the provisions of the Uniform
Commercial Code in force in the State of Florida. The statutory lien for rent is not
hereby waived, the security interest herein granted being in addition and supplementary
thereto.
22. Subordination. Lessee accepts this Lease subject to any deeds of trust,
master leases, security interests or mortgages which might now or hereafter constitute a
lien upon the Building or improvements therein or on the Office Space or to zoning
ordinances and other building and fire ordinances and governmental regulations relating
to the use of the property. Lessee shall at any time hereafter, on demand, execute any
instrument, releases or other documents that may be required by any mortgagee for the
purpose of subjecting and subordinating this Lease to the lien of any such deed or trust,
master lease, security interest or mortgage hereafter constituting a lien on the Building
or improvements therein or the Office Space.
24. Quiet Enjoyment. Provided Lessee has performed all of the terms,
covenants, agreements, and conditions of this Lease, including the payment of rental
and all other sums due hereunder, Lessee shall peaceably and quietly hold and enjoy
the Office Space against Lessor and all persons claiming by, through, or under Lessor,
for the term herein described subject to the provisions and conditions of this Lease.
26. Mechanic's Liens. Lessee will not permit any mechanic's lien or liens to
be placed upon the Office Space or the Building or improvements thereon during the
term hereof caused by or resulting from any work performed, materials furnished or
obligation incurred by or at the request of Lessee and, in the case of the filing of any
such lien, Lessee will promptly pay same. If default in payment thereof shall continue
for twenty (20) days after written notice thereof from Lessor to Lessee, the Lessor shall
have the right and privilege at Lessor's option of paying the same or any portion thereof
without inquiry as to the validity thereof, and any amounts so paid, including expenses
and interest, shall be so much additional indebtedness hereunder due from Lessee to
Lessor and shall be repaid to Lessor immediately on rendition of bill therefore, together
with interest at the highest contract rate of interest permitted by Florida law until repaid.
27. Notices. Any notice or document required or permitted to be delivered or
given hereunder shall be deemed to be delivered or given if actually received, and
whether or not received, when deposited in the United States Mail (with or without
return receipt requested), addressed to the parties hereto at the appropriate address set
forth below, or at such other address as they may specify from time to time by written
notice delivered in accordance herewith:
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LESSOR: Clearwater Regional Chamber of Commerce
Attn: Bob Clifford
1130 Cleveland Street
Clearwater, FL 33756
LESSEE: Clearwater Jazz Holiday, Inc.
Attn: Gary Hallas
P.O. Box 7278
Clearwater, FL 33758
28. Force Majeure. Whenever a period of time is herein prescribed for action
to be taken by Lessor, the Lessor shall not be liable or responsible for, and there shall
be excluded from the computation for any such period of time, any delays due to strikes,
riots, acts of God, shortages of labor or materials, war, governmental laws, regulations
or restrictions or any other causes of any kind whatsoever which are beyond the control
of Lessor.
29. Separability. If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the term of this Lease, then
and in that event, it is the intention of the parties hereto that the remainder of this Lease
shall not be affected thereby, and it is also the intention of the parties hereto that in lieu
of such clause or provision of this Lease that is illegal, invalid or unenforceable, there be
added as a part of this Lease a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and be legal, valid and
enforceable.
30. Amendments. This Lease may not be altered, changed or amended,
except by all parties hereto. No provision of this Lease shall be deemed to have been
waived by Lessor unless such waiver be in writing signed by Lessor and addressed to
Lessee, nor shall any custom or practice which may grow up between the parties in the
administration of the terms hereof be construed to waive or lessen the right of the
Lessor to insist upon the performance by Lessee in strict accordance with the terms
hereof. The terms, provisions, covenants, and conditions contained in this Lease shall
apply to, inure to the benefit of, and be binding upon the parties hereto and upon their
representatives, except as otherwise herein expressly provided.
31. Captions- The parties mutually agree that the headings and captions
contained in this Lease are inserted for convenience or reference only, and are not to
be deemed part of or to be used in construing this Lease.
32. Interpretation. Whenever used herein, the singular form shall include the
plural and the plural the singular, as applicable, and the use of any gender shall include
all genders.
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33, Contingency, The effectiveness of this Lease is contingent upon the
Building Owner consenting to the sublease contemplated herein.
Signed, sealed and delivered
in the presence of,
LAUREN, HOURIHAN
Notary Public ,;;ate of Florida
My Comm. Expires, Sept. 9, 2011
No. DD71299g
ice---F --
Signature
?(l ice( r e17 ICU u. i• r, Y1m h
Print me
gignftature
Print name
As to Lessor
LESSOR:
Greater Clearwater Chamber of
Commerce
a Florid oneprofit ration
By: Bob Clifford
As: Present/CEO
Date: "- (),9
LESSEE:
Clearwater jazz Holiday, Inc.,
a Florida Non-profit Corporation
Signature
As to Lessee
'-.-
By: 6'1 N #ALr??
Date: Ms'?
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?,T ?Q_up
Print name
Building Owner hereby joins in and consents to this Sublease Agreement, as set forth
above.
Signed, sealed and delivered
in the presence of:
Signature
:?)/ 4-le- 4 ? /?frlrl r +
BUILDING OWNER:
By: Rod Irwin
As: Assistant City Manager
Print name
C.p
c?awwx C. 'ID n nei
Signature
? aij?ro- 0, ) C'C,,r cve?
Print name
#396038 - Chamber/Jazz Fest sublease
ATTEST:
Cynth E. Goudeau, City Clerk
F Ur
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