AMENDED AND RESTATED BUSINESS LEASEAMENDED AND RESTATED BUSINESS LEASE
This Amended and Restated Business Lease, entered into this day of
2011, between the CITY OF CLEARWATER, FLORIDA, a orida municipal
orporation, Lessor, and the GREATER CLEARWATER CHAMBER OF COMMERCE, a Florida
not-for-profit corporation, as Lessee (each individually referred to herein as "Party" or collectively as
the "Parties"), now having mutually agreed to amend and extend that certain Business Lease
Contract between the parties dated August 26, 2009 regarding real property as further described
herein (the "Lease" as amended).
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 Y2 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 1-11, 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. RECITALS. The foregoing recitals are true and correct and are incorporated in and
form a part of this Agreement.
2. LEASE TERM.
The Parties hereto acknowledge that the Lessee has exhausted its original options to extend
the Lease for two (2) periods of six (6) months each, with said Extended Term scheduled to end on
February 28, 2011. The Parties hereby agree to an additional option to extend the Lease, and the
exercise by the Lessee thereof, for a period of two (2) additional years ("Additional Extended Term").
The Additional Extended Term will commence on the 1st day of March 2011, and shall continue until
midnight on the 28th day of February 2013, with no further option to extend or renew for any
additional term, unless the parties mutually agree, in writing, to amend this provision during the term
hereof.
2. RENT.
Notwithstanding any provisions in the Lease to the contrary, the Parties agree that the monthly
rent payment due for the period January 1, 2011 through February 28, 2011 shall be reduced from
$5,720 per month to $3,000 per month. Further, Lessor acknowledges receipt from the Lessee of
satisfactory evidence of an ad valorem tax exemption for the tax years 2010 and 2011 as determined
by the Property Appraiser of Pinellas County, and, therefore, the Parties agree to rescind the
requirement that Lessee provide a monthly ad valorem tax escrow payment of $1,270.50. Any
monies held in escrow as of the date of satisfactory proof of such exemption, that are not otherwise
due and payable to a taxing authority, shall be applied as an'offset against any and all rents due and
payable hereunder, and then, any monies remaining in said ad valorem tax escrow account, which
are not otherwise applied, will be refunded to Lessee within thirty (30) days of settlement of all tax
funds. However, Lessee shall remain at all times responsible for any taxes as they may become due
::odma\pcdocs\docscw\550806\2
and payable during the remainder of the term as determined by any taxing authority. Lessee shall
apply for the ad valorem tax exemption for the tax years 2012 and 2013, and if Lessee fails to secure
said exemption, Lessee shall immediately resume payment of the ad valorem tax escrow payment in
the amount of $1,270.50.
Beginning on March 1, 2011, the Lessee agrees to pay and the Lessor agrees to accept the
total sum of Thirty Six Thousand and ---NO/100's---Dollars ($36,000.00) per lease year as rent during
the remaining Term of this lease, payable in equal monthly installments of Three Thousand and---
NO/100's---Dollars ($3,000.00), the first installment being due on March 1, 2011, 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 payment of
state sales tax of $210:00, for a total monthly payment of Three Thousand Two Hundred Ten and ---
No/100's---Dollars ($3,210.00), and any ad valorem tax payments as required hereunder. Lessee
shall pay rent and any additional rent as hereinafter provided to Lessor at: Steve Moskun, Cash and
Investments Manager, City of Clearwater, P. 0. Box 4748, Clearwater, Fl. 33758 - 4748, or at such
other place as Lessor may designate in writing. As used herein, the term "lease year" shall mean (i)
for the first lease year of the Additional Extended Term, the period commencing on March 1, 2011
and ending on February 28, 2012, and (ii) for each succeeding lease year, each consecutive twelve
(12) month period thereafter during the Additional Extended Term.
3. SECURITY DEPOSIT.
Lessor acknowledges receipt of a security deposit from Lessee in the 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 the Lease, including without limitation, the surrender of possession of the
premises to Lessor as herein provided. The parties agree the referenced security deposit is being
retained by Lessor as security for Lessee's performance of its obligations under this Lease. 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.
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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
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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.
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Lessor, at Lessor's sole cost and expense, shall maintain, or provide through self-funding,
throughout the Initial Term, Extended Term, and the Additional 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 Lease 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 Lease
Premises by 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 names 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 Lessee's
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
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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 will
not cover the equipment and furniture or furnishings on the premises owned by the Lessee. The
Lessee further agrees to execute any instrument of subordination which might be required by
mortgagee of the Lessor.
17. DEFAULT; REMEDIES; 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.
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(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.
18. MISCELLANEOUS.
(a) The Lessor shall have the unrestricted right of assigning this lease at any time, and in the
event of such assignment, the Lessor shall be relieved of all liabilities hereunder.
(b) This contract shall bind the Lessor and its assigns or successors, and the Lessee and
assigns and successors of the Lessee.
(c) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein.
(d) It is understood and agreed between the parties hereto that written notice sent by certified
or registered mail, or hand delivered to the premises leased hereunder, shall constitute sufficient
notice to the Lessee, and written notice sent by certified or registered mail or hand delivered to the
office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this
contract.
(e) The rights of the Lessor under the foregoing shall be cumulative, and failure on the part of
the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said
rights.
(f) It is hereby understood and agreed that 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 such exemption with the State of Florida Department of Revenue and the Pinellas County
Property Appraiser, and has provided Lessor satisfactory evidence of such exemption.
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(j) Lessee, at its sole discretion and at no addition cost or penalty, shall have the right and
privilege of terminating this Lease Agreement at any time during the term hereof upon providing
Lessor with not less than sixty (60) days notice of termination, providing that Lessee is in full
compliance with all terms and provisions hereof.
19. 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.
20. 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.
21, "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.
22. 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.
23. JANITORIAL EXPENSES.
Lessee shall either obtain or perform janitorial services for the leased premises at its expense.
24. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
25. CAPTIONS.
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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.
26. 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.
27. CONFORMANCE WITH LAWS.
Lease.
Lessee agrees to comply with all applicable federal, state and local laws during the life of this
28. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Lease through attorneys at law, then the
parties agree that each party shall bear its own attorney fees and costs.
29. GOVERNING LAW.
The laws of the State of Florida shall govern this Lease; any action brought by either party
shall lie in Pinellas County, Florida.
above.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date set forth
AS TO LESSEE:
WI ESSES:
Wahl /III
si u_reVl C00,401&
Print Name ?A
GREAT!g77 CLEAR ER
OF COBy: ?-
---i?obert W. Clifford
Chief Executive Officer
Attest:
4:7?
Ji trous
Chairman of the Board
Page 9 of 10
AS TO LESSOR:
WITNESSES:
Signa r
S e
Qj-\rz,, r , , Pri Name
ture
Print Name
count rsigned:
Frank V. Hibbard, Mayor
Ap rbv d as to form:
Laura Mahony, Assistant City torney
CITY a0CCLEARWATER, FLORIDA
By:?C
William B. Horne II, City Manager
OF ryFC/?f
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Attest: ATE
04'tc
Rosemarie Call, City Clerk
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