BUSINESS LEASE CONTRACTBUSINESS LEASE CONTRACT
THIS BUSINESS LEASE CONTRACT, entered into this � day of '��2�c� , 2013,
between the CITY OF CLEARWATER, FLORIDA, a Florida municipality whose mailing addrass is
112 S Osceola Avenue, Clearwater, Florida 33756 as Lessor, and the COMMUNITY DENTAL
CLINIC, INC., a Florida nonprofit corporation whose principal address is 3117 Harvest Moon Drive,
Palm Harbor, Florida 34683 as Lessee.
WITNESSETH:
That the Lessor does lease to the Lessee a portion of property addressed at 1498 South
Martin Luther King Jr. Avenue, Clearwater, Florida, described as follows:
See Exhibit "A" Attached hereto and by this reference made a part hereof.
Such property shall hereinafter be referred to as the "Leased Premises" or the "Demised
Premises" or the "Leased Property."
LEASE TERM.
The term of this lease shall be for five (5) years; which term will commence on the �� ��ay of
�,.e�ru..un � , 2013 (the "Effective Date"), and shall continue until midnight on the _. �.c�
day of F'��,nu�.o�. w, 2018 (herein called the "Initial Term"). Subject to Lessor's uvritten
approval, the Lessee shal�have the option to request an extension of the term of this lease fc�r one
successive period of five years ("Extended Term" as used herein). Lessor may approve or disa��prove
Lessee's requested extension in its sole discretion. 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 request the option for an Extanded
Term by notifying the Lessor in writing at least finro (2) calendar months prior to the expiration of the
then current term. Upon such exercise, and upon Lessor's written approval, this lease shall be
deemed to be extended without the execution of any further lease or other instrument. Fail�are 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 term of this lease
the sum of One and 00/100 Dollars ($1.00) annually, and other good and valuable consideratian, the
receipt and sufficiency of which is hereby acknowledged.
3. 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 to provide low-cost basic dental care for UPARC, Inc. participants/consumers,
participants/referrals from Salvation Army programs, and Clearwater Free Clinic patients and
permanent residents of mid and upper Pinellas County whose income is between 100% and 200% of
Federal Poverty Guidelines as established by the U.S. Department of Health and Human Services.
All activities authorized herein shall be consistent with Lessee's charitable and educational exempt
status and are subject to the availability of Lessee's paid and volunteer personnel, equipment and
supplies.
4. UTILITIES.
Electric, communications and all other utilities of any kind with the exception of sewer�water
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. Payment of sewer and water
utilities shall be shared; Lessee shall pay 72% and Lessor shall pay 28%.
5. COMMON AREA MAINTENANCE AND TAXES.
Lessor shall repair damage recently caused by the failure of the water heater in the L�eased
Premises. Damage shall include the removal of mold and the repair or replacement of the water
heater. Lessor shall maintain landscaping on the Leased Premises. Lessee agrees that the cost of
Common Area Maintenance, other than landscaping costs, shall be shared; Lessee shall pay 72% of
actual costs and Lessor shall pay 28% of actual costs. Lessee shall properly maintain the Leased
Premises in a clean and orderly condition. If any ad valorem taxes, intangible property taxes,
personal property taxes, or other liens or taxes of any kind are assessed or levied lawfully c�n the
Leased Property, based on the Lessee's use of the Leased Property during the term of this lease, the
Lessee agrees to pay all such taxes, assessments or liens, within thirty (30) days after receiving
written notice from the Lessor. In the event the Lessee fails to pay all such taxes assessed or levied
on the Proporty within thirty (30) days after receiving written notice, the Lessor may, at its sole c�ption,
pay such taxes, liens, or assessments, which Lessee shall immediately reimburse Lessor together
with any interest, calculated at the maximum rate allowed by law, and any administrative costs
incurred by the Lessor. Failure of the Lessee to pay any taxes or assessments pursuant to this
paragraph will constitute a material default of this Lease.
6. OBSERVANCE OF LAWS AND ORDINANCES.
Lessee agrees to observe, comply with and execute promptly at its expense during th� term
hereof, all laws, rules, requirements, orders, directives, codes, ordinances and regulaticros of
governmental authorities and agencies and of insurance carriers which relate to its use or occupancy
of the Demised Premises. Lessor has not received notice of any code violations currently affecting
the Leased Premises.
7. 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
may approve or deny assignment in its sole discretion. This covenant shall be binding on th� 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.
[GM12-1313-064/117603/3] Page 2 of 11
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.
8. ALTERATIONS AND IMPROVEMENTS.
The Lessee may make structural alterations, modifications, and improvements (Improvements) to the
Leased Premises at its sole cost and expense. Proposed Improvements and respectiv� cost
estimates are listed in Exhibit "C" attached hereto and by this reference, made a part hereaf. All
Improvements are subject to Lessor's approval and shall be constructed to accommodate acfiivities
authorized herein. Improvements to said property shall become the property of the Lessor upon the
termination of this lease or, at Lessee's option, the Lessee, if it can do so without damage to the
Property, remove such Improvements and restore the leased property at Lessee's expense to its
original condition, subject to provisions in paragraph 18 below. The restrictions of this paragrapr� 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 �otice
shall be given to the Lessor. Unless the Lessor objects to such proposals by notice to Lessee within
finrenty (20) days after written notice from Lessee, the proposal shall be deemed approved. L�ssee
shall have no power or authority to permit mechanics' or materialmen's liens to be placed upvn 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 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.
9. 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 or any loss or damage resulting to the Lesse� 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.
10. 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,
[GM12-1313-064/117603/3] Page 3 of 11
fixtures, alterations or additions, which do not conform to this agreement. This Right of Entry shall be
subject to the rights of Patient Privacy and Lessor shall not be entitled to inspect any examination
areas when patients are present and shall not be granted access to any confidential Patient Records
or information.
11. RESTORING PREMISES TO ORIGINAL 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 expira�ion of
the term, excepting only reasonable wear and tear arising from the use thereof under this agreement,
or Improvements that remain upon Lessee's vacation. The Lessee agrees to make good t� said
Lessor immediately upon demand, any damage to water apparatus, or electric lights or any fi�7xture,
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.
12. INSURANCE.
Lessee agrees to comply with all terms, provisions and requirements contained in Exhibit "B"
attached hereto and made a part hereof as if said document were fully set forth at length herein,.
13. MAINTENANCE.
Lessor shall keep the structural components of the building and Leased Premises including
foundation, outer walls, roof and buried conduits of the premises in good repair, except that the
Lessor shall not be called on to make any such repairs occasioned by the negligence of the L�ssee,
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, conditian 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 '�aving
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 bre�kage,
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, said monies shall become additional rent due hereunder, Lessor shall demand
repayment of same from Lessee and Lessee shall make payment within ten (10) days of rec�ipt of
said demand. Lessee's failure to make such repayment within the ten (10) day period shall constitute
a material default under the terms of this lease. Lessee shall not be required to repair or replace any
HVAC component or system costing more than Two Thousand and 00/100 Dollars ($2,000.00� in the
aggregate during the first year of this Lease. Lessor may, at its sole discretion, repair the HVAC
component or system. However, if neither party hereto chooses to make said repairs resu�ting in
unsatisfactory conditions within the leased premises, this Lease shall automatically terminate and
Lessee shall not be entitled to any reimbursement of costs for improvements as may be prnvided
herein.
[GM12-1313-064/117603/3] Page 4 of 11
14. 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 fire, earthquake or other cause,
but only to such an extent that it can be rebuilt or repaired within sixty (60) days after the date o� such
destruction, the lease shall be void or voidable, but not automatically terminated, except as otherwise
provided herein. If Lessor does not intend to rebuild and repair, Lessor shall within fifteen (15) days of
such damage, provide written notice to Lessee of termination of the Lease. If the Lessor intends to
rebuild or repair the premises, it 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 reasanable
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 fram 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 amaunt 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 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.
17. DEFAULT; REMEDIES.
(a) The Lessee further covenants that, if default shall be made in the payment of rent, �r 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 sa, then
the Lessor may, at its option, deem this lease terminated, accelerate all rents and future rents called
[GM12-1313-064/117603/3] Page 5 of 11
for hereunder and Lessee shall become a tenant at sufferance, and the Lessor shall be entifiled 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, 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 therefor, and may relet the leased property as the agent of the Lessee and
receive the rent therefor 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 befinre�n the
rent due hereunder for the balance of the term of this lease and the rent actually received by L.essor
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 occurre�ce of
any or all of the following events: an assignment by Lessee for the benefit of creditors; or the fiNing 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 af this
lease.
(d) Lessor, at its option, may terminate this Lease in the event that the City �ouncil
determines, at a duly constituted City Council meeting that the Leased Premises are required for
other municipal purposes and serves Lessee with One hundred Twenty (120) days written notic�.
18. REFUND FOR CAPITAL IMPROVEMENTS
Lessee is solely responsible for all costs associated with Improvements to the Leased
Premises per paragraph 8 above. However, if the City Council determines that the Leased Premises
are required for other municipal purposes and terminates this Lease pursuant to paragraph 17 (d)
above within five (5) years of the Effective Date of this Lease, and Lessee has not removed said
Improvements in accordance with paragraph 8, Lessor shall provide reimbursement to Lessee for
Lessee's actual construction costs incurred for Improvements. Lessor shall provide reimbursement
on a prorated basis according to the following terms:
(a) If Lessor terminates this Lease per paragraph 17 (d) above with a termination date prior to
one year after the Effective Date of this Lease, Lessor shall reimburse Lessee for one hundred
percent (100%) of Lessee's actual cost of construction of Improvements. Any Improvements for
which the Lessee receives reimbursement shall remain on the premises and become property of the
Lessor. Said reimbursement shall not exceed one hundred percent (100%) of the total expenditures
provided for in Exhibit "C'.
[GM12-1313-064/117603/3] Page 6 of 11
(b) If Lessor terminates this Lease per paragraph 17 (d) above with a termination date afier the
first anniversary of the Effective Date, but prior to two years after the Effective Date of this Lease,
Lessor shall reimburse Lessee for eighty percent (80%) of Lessee's actual cost of construciion of
Improvements. Any Improvements for which the Lessee receives reimbursement shall remain on the
premises and become property of the Lessor. Said reimbursement shall not exceed eighty percent
(80%) of the total of the expenditures provide for in Exhibit "C".
(c) If Lessor terminates this Lease per paragraph 17 (d) above with a termination date after the
second anniversary of the Effective Date, but prior to three years after the Effective Date raf this
Lease, Lessor shall reimburse Lessee for sixty percent (60%) of Lessee's actual cost of construction
of Improvements. Any Improvements for which the Lessee receives reimbursement shall remain on
the premises and become property of the Lessor. Said reimbursement shall not exceed sixty percent
(60%) of the total of the expenditures provide for in Exhibit "C".
(d) If Lessor terminates this Lease per paragraph 17 (d) above with a termination date after the
third anniversary of the Effective Date, but prior to four years after the Effective Date of this Lease,
Lessor shall reimburse Lessee for forty percent (40%) of Lessee's actual cost of construction of
Improvements. Any Improvements for which the Lessee receives reimbursement shall remain �n the
premises and become property of the Lessor. Said reimbursement shall not exceed forty percent
(40%) of the total of the expenditures provide for in Exhibit "C".
(e) If Lessor terminates this Lease per paragraph 17 (d) above with a termination date after the
fourth anniversary of the Effective Date, but prior to five years after the Effective Date of this Lease,
Lessor shall reimburse Lessee for twenty percent (20%) of Lessee's actual cost of construction of
Improvements. Any Improvements for which the Lessee receives reimbursement shall remain �n the
premises and become property of the Lessor. Said reimbursement shall not exceed twenty percent
(20%) of the total of the expenditures provide for in Exhibit "C'.
(fl If Lessor terminates this Lease per paragraph 17 (d) above with a termination date
subsequent to five years after the Effective Date of this Lease, Lessor shall have no responsibility to
reimburse Lessee for any costs associated with construction of Improvements.
(g) If Lessee chooses to remove the Improvements and restore the Leased Premises as
provided in paragraph 8 above, Lessee shall not be entitled to reimbursement as provided in this
paragraph.
(h) If Lessee is in default of any terms or conditions herein upon termination of this L.ease,
Lessee shall not be entitled to reimbursement as provided in this paragraph.
19. 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.
[GM12-1313-064/117603/3] Page 7 of 11
(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 su�icient
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 af this
contract.
(e) The rights of the Lessor under the foregoing shall be cumulative, and failure on the �►art of
the Lessor to exercise promptly any rights given hereunder shall not operate to forFeit any of the said
rights.
(fl It is hereby understood and agreed that Lessee's use of signs in connection wifih the
premises hereunder shall be subject to the prior approval of the Lessor and shall be in accordance
with regulations and ordinances of the City of Clearwater, or other applicable law.
(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 k�y 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.
20. 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 An this
lease to be performed by the Lessee.
21. ESTOPPEL LETTER.
In the event Lessor shall obtain a loan from an institutional lender, and if the following shall be
a requirement of such Ioan, 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 sucFw other
matters as may be reasonably requested.
22. PARKING SPACES.
Lessee shall have the right to use the parking lot adjacent to and west of the building of which
the Leased Premises is a part. Lessee may install sign(s) directing appropriate use of the parking
area. Any proposed sign(s) shall be in accordance with regulations established by any applicable
[GM1 2-1 31 3-064/1 1 7603/3] Page 8 of 11
governmental authority and shall be approved by Lessor prior to installation. Lessee is not per�nitted
to use the parking lot on the east side of the building.
23. INDEMNIFICATION.
The Lessee shall indemnify the Lessor against 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 agre�ment,
conditional bill of sale or chattel mortgage or mechanic's lien connected with Lessee, its obligatians or
operations, filed against the leased property, fixtures, equipment or personality 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, and
shall survive termination or expiration of this agreement.
24. "AS IS" CONDITION.
Except as specifically provided for herein, Lessee accepts the Leased Premises on an "as 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 after receipt of such
notice to remedy such conditions.
26. JANITORIAL EXPENSES.
Lessee shall obtain janitorial services for the Leased Premises at its expense.
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.
29. NO HAZARDOUS MATERIALS.
[GM12-1313-064/117603/3] Page 9 of 11
The Lessee herewith covenants and agrees that, except for those materials custamarily
utilized in a dental practice, 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 L.essor
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.
30. ENVIRONMENTAL CONDITION.
Lessor hereby represents that it has not investigated the environmental condition of the
property within the ten years previous to the effective date of this Lease; however, as of the date of
this Lease the Lessor is not on notice that the Leased Premises contains any environmental
contamination. Lessee may, at its sole cost and expense, investigate the environmental condition of
the Leased Premises provided that any damage caused to the Leased Premises by the investigation
is restored to a condition acceptable to Lessor. Lessor shall not be responsible to incur any costs
associated with any environmental investigation of the Leased Premises discovered in the co�rse of
the Lessee's investigation or associated with Lessee's use and occupancy as provided herein.
31. CONFORMANCE WITH LAWS, AMERICANS WITH DISABILITIES ACT.
Lessee agrees to comply with all applicable federal, state and local laws during the life �f this
Contract. Lessee hereby affirms its intention to take any and all actions reasonable and prudent to
comply with the Americans with Disabilities Act of 1990 (known as the "ADA"). These would include
modifications to the structure, revisions in operations, and supporting communications capabilities
and procedures and changes in functional location and layout.
32. 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.
33. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract, and any action brought by either
party shall lie in Pinellas County, Florida.
Signatures Appear on the Following Page
[GM12-1313-064/117603/3] Page 10 of 11
,�
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
Countersigned:
— �e0r, e n ��c�.�of
George N. Cretekos
Mayor
Approved as to form:
�. �
Laura Lipowski Mahony
Assistant City Attorney
•� / �,I ,
' i� l. /� . .\r�1 {ti t �
/
' - _�
CITY OF CLEARWATER, FLORIDA
By: �;�.�� ����'
William B. Horne II
City Manager
Attest
Rosemarie Call
City Clerk
[GM12-1313-064/117603/3] Page 11 of 11
COMMUNITY DENTAL CLINIC, INC.
By.
Print Name: . � �/.�'
�
Title: 1 r��'i �t"��
EXHIBIT A
LEGAL DESCRIPTION:
The Leased Premises is described as that certain portion of the building located at 1498 South Martin Luther King Jr. Avenue, a depiction of whic:l� is
attached hereto, containing 3,354 square feet, more or less of interior floor area measured to the unfinished surfaces of its perimeter walls all
together being a portion of:
Lot 2, FOUNDATION OAKS, according to the Plat thereof as recorded in Plat Book 118, Page 85, Public Records of Pinellas County, Florida, and
the south 100 feet of the east 100 feet of the following described tract of land:
From the southeast corner of the NW '/< of the SW '/< of Section 22, Township 29 South, Range 15 East, Pinellas County, Florida; run thence
N.00°22'56" west, along the east boundary thereof 30.00 feet; thence north 89°11'46" west, 30.00 feet to the point of beginning, also being the ncrth
right-of-way line of Woodlawn Street and the west right-of-way line of South Martin Luther King Jr. Avenue; thence continue north 89°11'46" west
208.71 feet along said north right-of-way line of Woodlawn Street; thence north 00°22'56" west, 208.71 feet; thence south 89°11'46" east, 208.71
feet to the west right-of-way line of said South Martin Luther King Jr. Avenue; thence south 00°22'56" east, 208.71 feet along said west right-of-way
line to the point of beginning.
y b ,4 _ „
_ . _ ._ . _,.
..
__ . ,. �
- __ , __ _
� -
� � • x
--..�_- , -
_ _ ,. - , _ _
, r.. �._�.��, . . ,� . ', ,. . . .. .. <. —: � -
;
;
� - „ , ,,,
. . . .
_ .. . . .,
_. ..
, , ��� �
� �. � , � . ^ - � � �<
. , � t, < A i � tos�1 �
,
K �
� . . .. . O - - f
. LS •
.- . r„ SE�RE'GRV , - �_ + �. �� _.�L.G : . _ �.
/� i �� . ._ ;,: , o '., � ., ,
/ - � j-.s ._ ,. . i�_ P'IGN , _L�. � .:�', Cq"WT�S�tNING � ,. � '
_ E__ � -
,` GG - � g
� �: �EC.��'4 . .5 ECE , , x . . ^ .. _ _ _ '.".
• � ; _ _. .1.���
� . FiIW CEX - . . ��, II � , ��� ��� �'�M1Fa.�VT _
I u. �
�E' ^ � U
. E.. _— _" ✓ •5 . . . � ,
—__—' _ __.� � ��I �r �.R/1 ,
— 4.
v.
. ` �: . . _ : �_ _ i , � e T .i �� . .
, ,, .
' . .... ..:� ._.._. .i: �-. � , �
._._ _. __ _. ... .._, --. . ... � :�'.
. : -... .,"'
wilvSC '�R . �: � 1 .
i : .
. ,, , ... ,,:a�
m
�� �33���'�2 �� .
, __ __ � � _
- -_�_ ,
F L�� =TER �<>
.� �:,' � ...____ „ � t^�,
r
.. _ 5:'�'C'�
,�� -' t�
�, � -. .j
: I ti - -- _ - __._ ___ ! a ee_� f :
.: i .,
.
_ ���, ' , ,
�.� :.:< _ _ _
� _ I �`
� _ ._, ,.�
� , , , _. _ . _ 9
� - - _ L -�-,-,,�—�-_.,."""_"n' �
.. _ ._ .� �� ua� --
. ��i �/—` � i � G�5 I (
. .. ; . ... , , ""_ _ _ <. _ ._. _ �- _ - � � - . _. . .
i
_—_.__--. - - -_� J ``
�
, � � � , , , - �,� _, - �;�', ' � � �� � -
; 3 � ) �M.N , STA_. ;� �� � � �
; � � � � i 6� ;."s�� �� � i ioc�E�
V �e. �' i .
� � �
, �
�� � . ,
� H ,.
.� �„ � . er core I PL_�_ ,�
� �- � v al._ . � ; _... .. . KT N � `mz � , ,
� �� ' I I
��
,. ��,.R C7.='e.!v�. ' " 1 i ' 0� ' , I
� _
' � � � " � � I � '" '
. - . . � _.._ � � �J'EN � � ' I
�
,. .
:: �; � -- — I �,�-� -
. �
+�vri rrJuc we� �3 . �� � � m-. I - ,
: �. r �W u: - _ � ;
.. , � JAV TpR I ' .
`,' �,�� �.d- �ES�k�.� �,, t . -�� . " 's.-, � u , �..._ i ^59 . �'JY._ � _
_ � aj
�;f um I . ^ct^ -€ � -. .,, PAN7R" �pE-..�� � I - � ^�—'o -
C _ �
.
, .
..� � ,. I ..�p .-._. _ !p:eg,l CSE7 '.
, � _ �� t _
, .___._.. , ,.� �: , � ....
. ,
, _
__ , <
, _ _. : _ � -. „ -., � ; _ _ . .
:_1; * E_ � G _ _ , _ - - T , ;
�� � � .• � � i , �`-�� �� ( � �� .
�� ,� a.�_ a,
� ��� ' ��, l_�
,�, .. f�
�j j �` ��-� � � _ � � � � ��=.�e � oF=ic�_� � � � � °
1 ��� - ^ ��
� , .5
P �= �'
1.' i �— _ =--� ° uc , .
� � �.e rat _ �, � I
€ , _ :., m -
� .
t. � -
;.
. � ; I ,:.;+v'�=2vr_E _ � ; �:: � z .
I. ...... _ . ... ., _ . . _.__ .. .... .. ..
-5: .. � .. ...
��, _ .E �s�sF* . ' '-1
T _ , _ ,
� ��' _� � zm � ' [�.� '
_
. .. _.. .
�, ,.�-�.. --� ��.:��� .������F---- � �
.��� � - � _
__ �: ,,�
.. m_.
� , , ,: . , . :;. � r�
,
. ,�,
. �
- - ,. _ � , , ,.,
--- , .
__ -- - .
_. � o
� � {��
EXHIBIT "B"
CITY OF CLEARWATER INSURANCE REQUIREMENTS
The Lessee shall, at its own cost and expense, acquire and maintain (and cause any
contractors and subcontractors to acquire and maintain) during the term with the City,
sufficient insurance to adequately protect the respective interest of the parties.
Coverage shall be obtained with a carrier having an AM Best Rating of A-VII or better.
Specifically the Lessee must carry the following minimum types and amounts of
insurance on an occurrence basis or in the case of coverage that cannot be obtained on
an occurrence basis, then coverage can be obtained on a claims-made basis with a
minimum three (3) year tail following the termination or expiration of this Agreement.
These insurance requirements shall not limit the liability of the Lessee. The City does
not represent that these types or amounts of insurance to be sufficient or adequate to
protect the Lessee's interests or liabilities, but are merely minimums:
1. Commercial General Liability Insurance including but not limited to,
premises operations, products/completed operations, products liability,
contractual liability, independent contractors, personal injury and advertising
injury, at $1,000,000 per occurrence and $1,000,000 general aggregate and
$1,000,000 products/completed operation aggregate.
2. Commercial Automobile Liability Insurance for any owned, non-owned,
hired or borrowed automobile is required in the minimum amount of
$1,000,000 combined single limit.
3. Workers' Compensation Insurance shall be maintained during the life of
this contract in accordance with the laws of the State of Florida, for all of
Lessee's employees employed at the site. Coverage should include
Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act
coverage where applicable.
4. Employer's Liability Insurance shall be maintained in the minimum amount
of $100,000 each employee, each accident, and $100,000 each
City of Clearwater Insurance Requirements
Exhibit "B" Page 1
employee/$500,000 policy limits for disease, and which meets all state and
federal laws. Coverage must be applicable to employees, contractors, and
subcontractors, if any.
5. Professional Liability/Malpractice Insurance shall be maintained by
Lessee with minimum limits of $1,000,000 per occurrence and in the type
appropriate for the business engaged in by the Lessee.
6. If the Lessee is using its own property or the property of City in connection
with the performance of its obligations under this Agreement, then Property
Insurance on an "All Risks" basis with replacement cost coverage for
property and equipment in the care, custody and controt of others is required.
The above insurance limits may be achieved by a combination of primary and
umbrella/excess liability policies.
Other Insurance Provisions:
1. The City is to be specifically included as an "Additional Insured" on the
Commercial Liability Insurance, and Commercial Auto Liability Insurance
policies listed above and named as a"Loss Payee" on Lessee's Property
Insurance policy. Coverage shall contain no special limitations on the scope
of protection afforded to the City, its officials, employees, agents or
volunteers.
2. Prior to the execution of this Agreement, and then annually upon the
anniversary date(s) of the insurance policy's renewal date(s), the Lessee will
furnish the City with a Certificate of Insurance evidencing the coverage's set
forth above and naming the City as an �Additional Insured" on the Lessee's
Commercial General Liability Insurance and Commercial Auto Liability
Insurance policies listed above and as a"Loss Payee" on the Lessee's
Property Insurance policy. In addition, Lessee will provide the City with
certified copies of all applicable policies when requested in writing from the
City of Clearwater Insurance Requirements
Exhibit "B" Page 2
City. The address where such certificates and certified policies shall be sent
or delivered is as follows:
City of Clearwater
Attn: Administrative Support Manager
Engineering/Production Department
P.O. Box 4748
Clearwater, FL 33758-4748
3. Lessee shall provide thirty (30) days written notice of any cancellation, non-
renewal, termination, material change or reduction in coverage.
4. Lessee's insurance as outlined above shall be primary and non-contributory
coverage for Lessee's negligence.
5. Lessee shall defend, indemnify, save and hold the City harmless from any
and all claims, suits, judgments and liability for death, personal injury, bodily
injury, or property damage arising directly or indirectly including legal fees,
court costs, or other legal expenses.
The stipulated limits of coverage above shall not be construed as a limitation of any
potential liability to the City, and failure to request evidence of this insurance shall not
be construed as a waiver of Lessee's obligation to provide the insurance coverage
specified.
City of Clearwater Insurance Requirements
Exhibit "B" Page 3
EXHIBIT "C"
The following was provided by the Community Dental Clinic, Inc.
The Scope of Work for improvements to the Leased Premises includes an Architect
(sealed permit drawings), miscellaneous demolition and old flooring removal,
miscellaneous carpentry, cleaning & sealing existing VCT flooring, constructing new
lobby and sterilization room walls, new flooring where required, replacement of several
damaged ceiling tiles, replacement of A/C filters, servicing existing plumbing, piping
and hook-up of all dental equipment, checking electrical systems w/ minor repairs as
needed.
The following categories are excluded: site work, structural work, exterior building
improvements, insulation, windows, kitchen equipment work, all dental equipment, fire
protection systems, HVAC equipment, electrical fixtures, panels and devices.
Based upon the above, the building will be adequate for occupancy and use as a dental
clinic using a construction budget of $ 33,000.
The Remainder of this Page Intentionally Left Blank