TERMINATION OF GROUND LEASE AGREEMENTTERMINATION OF GROUND LEASE AGREEMENT
THIS TERMINATION OF GROUND LEASE AGREEMENT (the "Agreement") is
entered into as of the Effective Date herein provided, by and between the CITY OF
CLEARWATER, FLORIDA, a municipal corporation of the State of Florida, hereinafter referred
to as "Lessor", and JOLLEY TROLLEY TRANSPORTATION OF CLEARWATER, INC., a
Florida non-profit corporation, hereinafter referred to as "Lessee."
RECITALS:
WHEREAS, Lessor and Lessee entered into that certain Ground Lease Agreement with
Renewal Options dated January 23, 2020 (the "Lease Agreement"), a full copy of which is attached
hereto as Exhibit A relating to that certain real property located at 1720 Overbrook Avenue,
Clearwater, Florida 33755 (the "Property" or "Leased Premises"); and
WHEREAS, the Lease Agreement was amended pursuant to that First Amendment to the
Ground Lease Agreement with Renewal Options dated May 24, 2021 (the "Lease Amendment"),
a full copy of which is attached hereto as Exhibit B; and
WHEREAS, pursuant to Section 28 of the Lease Agreement, Lessor and Lessee desire to
terminate the Lease Agreement and surrender the Property to Lessor; and
WHEREAS, Lessee has satisfied the notice requirements to Lessor as are laid out under
Section 28 of the Lease Agreement.
WITNESSETH:
NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows:
1 Recitals. The recitals listed above are true and correct and incorporated herein by
reference.
2. Termination. Lessor and Lessee, in accordance with Section 28 of the Lease
Agreement, hereby agree that the Lease Agreement and the Term thereof is terminated as of the
Effective Date reflected on Lessor signature page, herein. Lessee hereby surrenders and agrees to
vacate the Leased Premises as of the Effective Date. The Parties acknowledge and agree that in
accordance with Section 3(a)(i) of the Lease, no Annual Rent is due and owing as required by
Section 28.
3. Consideration. In consideration of Lessee's vacation of the Premises and its due
diligence costs actually expended during the course of the Lease Term, Lessor agrees that in the
event that Lessor sells the Property to a third party within three (3) years of
the Effective Date of this Agreement, Lessor shall make a lump -sum payment to Lessee in the
amount of One Hundred Five Thousand and 00/100 Dollars ($105,000.00). Lessee shall provide
proof of said expenditures upon request by Lessor.
[GM19-1313-126/291833/1]
4. Mutual Release. Effective as of the Termination Date, Lessor and Lessee do hereby
waive, release, and forever discharge each other, and their respective successors and assigns, from
all obligations, actions, causes of action, sums of money, covenants, agreements, promises,
damages, judgments, claims, and demands whatsoever in law or in equity which each against the
other ever had, now has, or which they or their respective predecessors, successors, or assigns
hereafter may have, upon or by reason of any matter, cause, or thing whatsoever arising out of or
in connection with the Lease and the Premises; provided that: (i) neither party shall be released
from any of its obligations under this Agreement (and this Agreement shall survive
the termination of the Lease); and (ii) neither Lessor nor Lessee shall be released from any
indemnification obligations under the Lease which obligations and indemnities are set forth
therein as surviving the termination of the Lease, including but not limited to obligations related
to environmental conditions under Section 33 and 34 of the Lease ("Surviving Obligations").
5. Representations and Warranties.
a. Lessor and Lessee each hereby represent and warrant, as of
the Termination Date, that: (i) the persons executing this Agreement on its behalf is duly
authorized to execute and deliver this Agreement on its behalf; and (ii) the execution, delivery,
and performance of this Agreement has-been duly authorized by all necessary action.
b. Lessee hereby represents and warrants, as of Termination Date, that it has
not pledged, assigned, sublet, or otherwise transferred or encumbered its interest in the Lease or
the Premises, in whole or in part, nor shall the Premises be in any way encumbered on
the Termination Date.
c. Lessee hereby represents and warrants, as of the Termination Date, that: (i)
all parties who have performed labor or supplied materials upon or to the Premises, if any, have
been fully paid; (ii) there exists no party who has any right or claim of lien against the Premises
for having furnished material or performed labor thereon; and (iii) there are no construction or
other liens outstanding against the Premises arising out of any act or omission of Lessee.
d. Lessee hereby represents and warrants that it has paid, or shall be
responsible for the payment of, any and all taxes, utility bills, or other fees that have been or may
be levied upon the Premises as a result of the Lease and or its occupancy.
6. Waiver of Termination Notice Timeframes. The Parties hereby mutually waive the
notice timeframes set forth in Section 28 of the Lease, or as otherwise provided for in the Lease.
Upon delivery of an executed copy of this Agreement by Lessee to Lessor, Lessor will calendar
for City Council consideration within a reasonable timeframe.
7. Captions. The captions contained in this Agreement are inserted only as a matter of
convenience and in no way define, limit, extend or prescribe the scope of this Agreement or the
intent of the provisions hereof.
8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the legal representatives, administrators, successors and permitted assigns, if any, of each of the
parties hereto. Time is of the essence for the performances hereunder.
9. Attorney's Fees. Each party has had the opportunity to retain their separate attorney
[GM 19-1313 -126/2918 3 3 / 1 ]
of choice to review and to help to negotiate this Agreement. In connection with any litigation
arising out of the enforcement of this Agreement or for its interpretation, the prevailing party shall
be entitled to recover such party's costs of such litigation (at the trial and appellate levels),
including reasonable attorney's fees, from the other party hereto if such party was an adverse party
to such litigation.
10. Venue and Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida. Any action to enforce this Agreement shall be
brought in the Circuit Court of the Sixth Judicial Circuit in and for Pinellas County, Florida.
11. Entire Agreement; No Oral Modification. This Agreement constitutes the entire
understanding between the parties with respect to the Lease, the leasehold estate created thereby,
and the termination thereof. No provision hereof may be waived, modified, amended, discharged,
or terminated except by written instrument signed by the party against whom the enforcement of
such waiver, modification, amendment, discharge, or termination is sought.
[SIGNATURE PAGES TO FOLLOW]
[REST OF PAGE INTENTIONALLY LEFT BLANK]
[GM 19-1313 -126/2918 3 3 / 1 ]
IN WITNESS WHEREOF, Lessor and Lessee hereto have duly executed this Agreement
as of the last date signed below.
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APPROVED AS TO FORM:
By:
[ Lessee Signature Page
[0M19-1313-126/291833/1]
(Corporate Seal)
APPROVED BY LESSOR AND EFFECTIVE this all day of 001+4,CA , 2022.
Countersigned:
7 Jt /
Frank Hibbard
Mayor
Approved as to form:
Laura Mahony
Senior Assistant City Attorney
[GM19-1313-126/296180/11
CITY OF CLEARWATER, FLORIDA
.6( --
By:
Jon Jennings
City Manager
Attest:
Rosemarie Call
City Clerk
[Lessor Signature Page]