GREATER CLEARWATER CHAMBER OF COMMERCE
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J?INELLAS COUNTY FLA.
OF -.REC.BK 9205 PG 625
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Prepar5ad by and Return to:
R. C~LTON WARD, ESQUIRE
Richards, Gilkey, Fite,
Slaughter, pratesi & Ward,
1253 Park Street
Clearwater, Florida 34616
IN~T # 95-330560
~ 28, 1995 4:27PM
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WARRANTY DEED
THIS INDENTURE made this d'1? day OfUC#J;~~~ ,19q'S-,
between GREATER CLEARWATER CHAMBER OF COMMERCE, INC., a Florida
not-for-profit corporation, having its principal place of business
at 128 N. Osceola Avenue, Clearwater, Florida, 34615, Party of the
first part, and the CITY OF CLEARWATER, FLORIDA, a Florida
municipal corporation, pinellas County, Florida, whose address is:
P.O. Box 4748, Clearwater, Florida, 34618-4748, Attn: City
Manager, of the County of pinellas and State of Florida, party of
the second part.
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That the said party of the first part, for and in consideration
of the sum of TEN and NO/100 DOLLARS ($10.00), to it in hand paid
by the said party of the second part, the receipt whereof is hereby
acknowledged, has granted, bargained and sold to the said party of
the second part forever, the following described land, situate,
lying and being in the County of Pinellas, State of Florida, to
wit:
WIT N E SSE T H:
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Subject to restrictions, easements and reservations of record
. I and taxes for the current year.
}\ // SUBJECT TO THE RIGHTS OF REVERTER CONTAINED IN THAT. CERTAIN
.~~.r.:: f. DEED DATED DECEMBER 31, 1963 AND RECORDED FEBRUARY 7, 1964,
;:. IN G.R. BOOK 1862, PAGES 407 THROUGH 409, OF THE PUBLIC
I;~,:.i i RECORDS OF PINELLAS COUNTY, FLORIDA.
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c LL I Parcel: 16-29-15-00000-120-0700
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SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF.
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And the said party of the first part does hereby fully warrant
the title to said land, and will defend the same against the lawful
claims of all persons whomsoever.
IN WITNESS WHEREOF, the said party of the first part has caused
these presents to be signed in its name by its authorized corporate
officer, and its corporate seal to be affixed thereto, the day and
year above written.
(corporate seal)
STATE OF FLORIDA
COUNTY OF PINELLAS
r!et
I HEREBY CERTIFY that this day personally appeared before me
officer duly authorized to take acknowledgments, PETER WOODHAM,
[:. President of GREATER CLEARWATER CHAMBER OF COMMERCE, INC.,
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PI~ELLAS COUNT~GFL~i6
OFF. REC. Bl( 9205_ ---
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Florida not-for-profit corporation, who is ersonally kn~ to me
or w~~ produced as i . icat~-and he
is ,known to me to be the person described in and who executed the
foregoing instrument, and he acknowledged that he executed the same
as such officer for the purposes therein expressed; that he affixed
thereto the official seal of said corporation; and that the said
instrument is the act and deed of said corporation.
WITJjE;SS . m~' .hand and o~~cial seal this ;J/S
V~(~ ,19.
day of
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Notary Ptfl:)lic
My Commission Expires:
chamber\deed.wpd
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R. CARLTON WARD
State of Florida
MyComm. Exp. Feb. 18, 1998
Comm. /I CC 333408
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IPINELLAS COUNTY FLA.
OFF.REC.BK 9205 PG 627
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No. 0 4 - 9 5 - 4.152
Exhibit "A"
(Legal ~ription - US N. OscooIa Avenue)
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A.PORTION OF THE NORTHW~,:iT. ~ OF THE NORTHEAST ~ OF
SECTION 16, TOWNSHIP 29 SOUTIi, RANGE 1.~ EAST,
PINELLAS COUNTY, FLORIDA, BEING MoR~ PARTIcuLARLY
DESCRIBED AS FOLLOWS: .
BEGIN AT THE NORTHEAST CORNER OF., SECTION 16
TOWNSHIP 29 SOUTH, RANGE 15 EAST, pniELLAS COUNTY;.
FLORIDA, RUN THENCE SOUTH 88..5 8 I " 0 II 'WEST I ALONG THE
NORTH LINE OF.SAID SECTION.16, 1,733:36 FEET, HORE
OR LESS, TO A pOINT OF 'INTERSECTION WITH THE WES~
RIGHT OF WAY LINE OF NORTH OSCEOLA 'AVENUE AS IT
PRESENTLY EXISTS IN CLEARWATER, FLORIDA; RUN THENCE
SOOTH 00.16'1.7" EAST ALONG THE WEST. RIGHT OF WAY
LINE OF NORTH.OSCEOLA AVENUE, 5~ FEEr FOR.A POINT
OF BEGINNING; FROM SAID POINT OF BEGINNING RUN
THENCE SOtrI'H 00.16'17/l EAST ALONG THE. WEST RIGHT OF
WAY LINE OF NORTH OSCEOLA AVENUE, 1.~0 FEET; RUN
THENCE SOUTH 88.58'~0" WEST, 200 FEETj RUN THENCE
NORTH 00.16'17" WEST, 100 i;:~.; RUN THENCE NORTH
88.58'.0" EAST; 200 fEET TO 1.~E POINT OF BEGINNING.
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CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: GREATER CLEARWATER CHAMBER OF COMMERCE, INC., a not-for-profit corporation organized
and existing under the laws of the State of Florida (herein "Seller"), of 128 North Osceola
Avenue, Clearwater, Florida 34615, Phone: (813) 461-0011, and the CITY OF CLEARWATER,
FLORIDA, a Municipal Corporation of the State of Florida (herein "Buyer" or "City") of P. O.
Box 4748, Clearwater, Florida 34618-4748, ATTENTION: City Manager, Phone: (813) 462-6700
(collectively "Parties") hereby agree that the Seller shall sell and Buyer shall buy the
following real property ("Real Property") and personal property ("Personalty") (collectively
"Property") upon the following terms and conditions.
THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE OF EXECUTION BY DULY
AUTHORIZED CITY OFFICIALS. TIME IS OF THE ESSENCE IN THIS CONTRACT.
Time periods of 5 days or less shall be computed without including Saturday,
Sunday, or national legal holidays and any time period ending on a Saturday,
Sunday or national legal holiday shall be extended until 5:00 P.M. of the
next business day.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: As per EXHIBIT "A" attached hereto and made a part hereof.
STREET ADDRESS (City/Zip/State): 128 North Osceola Avenue, Clearwater, Florida 34615
PERSONALTY: NONE to be conveyed.
2. FULL PURCHASE PRICE ............................................. $
300,000.00
3. MANNER OF PAYMENT: City of Clearwater check in u.S. funds at time
of c los ing ................................... $
300,000.00
4. TIME FOR ACCEPTANCE: APPROVALS
Following execution of this contract by Seller, the price, terms and conditions as
contained herein shall remain unchanged and be held unconditionally open for a period of 45
days following delivery in duplicate original to Earl Barrett, Real Estate Services Manager
of the City of Clearwater for acceptance and approval of all of the covenants contained
herein, with the exception of the Purchase Price, which has been previously approved and
authorized by the City Commission, or rejection by action of the Clearwater City Commission
("Commission"). If this agreement is accepted and approved by the Commission, it will be
executed by duly authorized City officials and delivered to Buyer within 10 days thereafter.
If written notice of acceptance is not timely delivered to the Seller, this contract may be
declared null and void in all respects by Seller upon delivery of written notice to the City
Manager. If this contract is rejected by the Commission upon initial presentation to the
Commission, this contract shall be null and void in all respects and Buyer shall be so
informed in writing within 5 days of such action.
5. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by
Statutory Warranty, Trustee's, Personal Representative's or Guardian's Deed, as appropriate
to the status of Seller, subject only to matters contained in Paragraph 6 acceptable to
Buyer. Otherwise title shall be free of liens, easements and encumbrances of record or known
to Seller, but subject to property taxes for the year of closing; covenants, restrictions and
public utility easements of record; and (other matters which title will be subject) NO
OTHERS; Seller warrants and represents that there is ingress and egress to the Real
Property. Personalty shall, at Buyer request, be transferred by an absolute bill of sale with
warranty of title, subject only to such matters as may be otherwise provided herein.
6. TITLE EVIDENCE
Seller shall, at Seller expense and within 15 days prior to closing date deliver to Buyer
a title insurance commit~ent issued by a Florida licensed title insurer agreeing to liens,
encumbrances, exceptions or qualifications set forth in this Contract, and those which shall
be discharged by Seller at or before closing. Seller shall convey a marketable title subject
only to liens, encumbrances, exceptions or qualifications set forth in this Contract.
Marketable title shall be determined according to applicable Title Standards adopted by The
Florida Bar and in accordance with law. Buyer shall have 5 days from receiving evidence of
title to examine it. If title is found defective, Buyer shall, within 3 days thereafter,
notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable,
Seller will have 120 days from receipt of notice within which to remove the defect(s),
failing which Buyer shall have the option of either accepting the title as it then is or
withdrawing from this Contract. Seller will, if title is found unmarketable, make diligent
effort to correct defect (s) in title within the time provided therefor, including the
bringing of necessary suits. Buyer shall accept title subject to the rights of reverter
contained in that certain deed from Buyer to Seller dated December 31, 1963 and recorded on
February 7, 1964 in Official Records Book 1862, Pages 407 through 409 of the Public Records
of Pinellas County, Florida.
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7. SURVEY
Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to examine
same, may have Real Property surveyed and certified to the Buyer, Seller and closing agent
by a registered Florida land surveyor. If survey shows any encroachment on Real Property,
or that improvements located on Real Property encroach on setback lines, easements, lands of
others, or violate any restrictions, contract covenants or applicable governmental
regulation, the same shall constitute a title defect. The survey shall be performed to
minimum technical standards of Chapter 61G17-6, Florida Administrative Code and may include
a description of the property under the Florida Coordinate System as defined in Chapter 117,
Florida Statutes.
8. WOOD DESTROYING ORGANISM INSPECTION "Wood destrovinq orqanism" means arthropod or
plant life which may damaqe the wood in a structure, as defined in F.S. 482.021(26).
Buyer may, at Buyer's expense, have the Property inspected by a Florida-licensed pest
control business to determine the presence in the improvements of past or present infestation
and damage caused by infestation. Seller shall have 5 days after receipt of Buyer's written
report to obtain repair estimates from a licensed building or general contractor, and
treatment estimate from a licensed pest control business. Seller shall treat and repair the
Property if the cost to do so does not exceed 3% of the purchase price ("Treatment/Repair
Limit"). If the cost of treatment and repair exceeds the Treatment/Repair Limit, either
party may elect to pay the excess, in which event the Buyer shall receive a credit at closing
equal to 3% of the purchase price, failing which, either party may terminate this contract.
If there is no evidence of live infestation and the Property is covered by a full treatment
warranty, Seller shall transfer the warranty to Buyer at closing and shall not be obligated
to treat the Property.
9. CLOSING PLACE AND DATE
[x] Seller [ ] Buyer shall designate closing agent and this transaction shall be closed
in the offices of the designated closing agent in Pinellas county, Florida. Seller
obligation to close is contingent upon Seller being able to close the transaction described
herein simultaneous with the closing of the purchase by Seller of the Barnett Bank property
described in Exhibit "D" attached hereto; but in no event sooner than December 8, 1995.
Should the transaction between the Seller and Barnett Bank fail to close for any reason, upon
written notice to the City, Seller may terminate this contract and be relieved of any further
obligations hereunder. In no event shall this transaction close sooner than 30 days after the
effective date, nor later than December 29, 1995, except that if either party is unable to
comply with any provision of this contract within the time allowed, and be prepared to close
as set forth above, after making all reasonable and diligent efforts to comply, then upon
giving written notice to the other party, time of closing may be extended up to 30 days
without effect upon any other term, covenant or condition contained in this contract.
10. CLOSING DOCUMENTS
Seller shall furnish deed, bill of sale (if applicable), mechanic I s lien affidavit,
assignments of leases, tenant and mortgage estoppel letters, and corrective instruments. If
Seller is a corporation, Seller shall deliver a resolution of its Board of Directors
authorizing the sale and delivery of the deed and certification by the corporate Secretary
certifying the resolution and setting forth facts showing the conveyance conforms with the
requirements of local law. Seller shall furnish closing statement.
11. CLOSING EXPENSES
Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24,
Florida Statutes, shall be paid by the Seller. Seller shall also pay the costs of recording
any corrective instruments. Recordation of the deed shall be paid by Buyer.
12. PRORATIONS: CREDITS
Taxes, assessments, rent (if any) and other revenue of the Property shall be prorated
through the day before closing. Closing agent shall collect all ad valorem taxes uncollected
but due through day prior to closing and deliver same to the Pinellas County Tax Collector
with notification to thereafter exempt the Property from taxation as provided in Chapter
196.012(6), Florida statutes. If the amount of taxes and assessments for the current year
cannot be ascertained, rates for the previous year shall be used with due allowance being
made for improvements and exemptions. Any deposits held by Seller in trust for third parties
in occupancy of the Property shall be credited to Buyer at time of closing. Assessments for
any improvements that are substantially complete at time of closing shall be paid in full by
Seller.
13. OCCUPANCY
Seller warrants that there are no parties in occupancy other than the Seller, or as
otherwise disclosed herein. If Property is intended to be rented or occupied beyond closing,
the fact and terms thereof shall be stated herein [See Exhibit "B" ("LEASE AGREEMENT") having
a Commencement Date contingent upon and simultaneous with date of closing this transaction)
attached hereto and by this reference made a part hereof]. Seller agrees to deliver
occupancy of the Property at time of closing unless otherwise stated herein. If occupancy
is to be delivered before closing, Buyer assumes all risk of loss to Property from date of
occupancy, shall be responsible and liable for maintenance from that date, and shall be
deemed to have accepted Property in its existing conditions as of the time of taking
occupancy unless otherwise stated herein or in separate writing.
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14. LEASES
Seller shall, not less than 15 days before closing, furnish to Buyer copies of all
written leases and estoppel letters from each tenant specifying the nature and duration of
the tenant's occupancy, rental rates, advanced rent and security deposits paid by tenant.
If Seller is unable to obtain such letter from each tenant, the same information shall be
furnished by Seller to Buyer within that time period in the form of a Seller's affidavit, and
Buyer may thereafter contact tenants to confirm such information. Seller shall, at closing,
deliver and assign all original leases to Buyer and credit Buyer with all advanced rents and
security deposits paid by or on behalf of each tenant.
15. PROPERTY CONDITION
Seller shall deliver the Property to Buyer at time of closing in its present "as is"
condition, ordinary wear and tear excepted, and shall maintain the landscaping and
grounds in a comparable condition. Seller makes no warranties other than as disclosed
herein in Paragraph 22 ("SELLER WARRANTIES") and marketability of title. Buyer's
covenant to purchase the Property "as is" is more specifically represented in either
subparagraph a. or b. as marked [X).
a. [ ) As Is: Buyer has inspected the Property or waives any right to inspect and
accepts the Property in its present "as is" condition.
b. [X) As Is With Right of Inspection: Buyer may, at Buyer expense and within 30 days
from Effective Date ("Inspection Period"), conduct inspections, tests,
environmental and any other investigations of the Property Buyer deems
necessary to determine suitability for Buyer's intended use. Seller shall grant
reasonable access to the Property to Buyer, its agents, contractors and assigns
for the purposes of conducting the inspections provided, however, that all such
persons enter the Property and conduct the inspections and investigations at
their own risk. Seller will, upon reasonable notice, provide utilities services
as may be required for Buyer's inspections and investigations. Buyer shall not
engage in any activity that could result in a mechanics lien being filed against
the Property without Seller's prior written consent. Buyer may terminate this
contract by written notice to Seller prior to expiration of the Inspection
Period if the inspections and/or investigations reveal conditions which are
reasonably unsatisfactory to Buyer, unless Seller elects to repair or otherwise
remedy such conditions to Buyer satisfaction; or Buyer, at its option, may elect
to accept a credit at closing of the total estimated repair costs as determined by
a licensed general contractor of Buyer's selection and expense. If this
transaction does not close, Buyer agrees, at Buyer expense, to repair all damages
to the Property resulting from the inspections and investigations and return the
Property to its present condition.
16. WALK-THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to
closing, Buyer may conduct a final "walk-through" inspection of the Property to determine
compliance with any Buyer obligations under Paragraphs 8 and 15 and to insure that all
Property is in and on the premises. No new issues may be raised as a result of the walk-
through.
17. SELLER HELD HARMLESS
Buyer is self insured, and subject to the limits and restrictions of the Florida
Sovereign immunity statute, F.S. 758.28, agrees to indemnify and hold harmless the Seller
from claims of injury to persons or property during the inspections and investigations
described in Paragraph 16(b) resulting from Buyer's own negligence only, or that of its
employees or agents only, subject to the limits and restrictions of the sovereign immunity
statute.
18. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing and cost of
restoration does not exceed 10% of the assessed valuation of the Property so damaged, cost
of restoration shall be an obligation of the Seller and closing shall proceed pursuant to the
terms of this contract with restoration costs escrowed at closing. If the cost of
restoration exceeds 10% of the assessed valuation of the improvements so damaged, Buyer shall
have the option of either taking the Property "as is", together with either the 10% or any
insurance proceeds payable by virtue of such loss or damage, or of canceling this contract.
19. PROCEEDS OF SALE: CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in
escrow by Seller's attorney or by such other mutually acceptable escrow agent for a period
of not longer than 5 days from and after closing, during which time evidence of title shall
be continued at Buyer's expense to show title in Buyer, without any encumbrances or change
which would render Seller's title unmarketable from the date of the last title evidence. If
Seller's title is rendered unmarketable through no fault of the Buyer, Buyer shall, within
the 5 day period, notify the Seller in writing of the defect and Seller shall have 30 days
from the date of receipt of such notification to cure the defect. If Seller fails to timely
cure the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made
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by Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such
repayment, Buyer shall return Personalty and vacate Real Property and reconvey it to Seller
by special warranty deed. If Buyer fails to make timely demand for refund, Buyer shall take
title "as is", waiving all rights against Seller as to any intervening defect except as may
be available to Buyer by virtue of warranties contained in the deed. The escrow and closing
procedure required by this provision may be waived if title agent insures adverse matters
pursuant to Section 627.7841, F.S. (1987), as amended.
20. DEFAULT
If this transaction is not closed due to any default or failure on the part of the
Seller, other than to make the title marketable after diligent effort, Buyer may seek
specific performance or unilaterly cancel this agreement upon giving written notice to
Seller. If this transaction is not closed due to any default or failure on the part of the
Buyer, Seller may seek specific performance. If a Broker is owed a brokerage fee regarding
this transaction, the defaulting party shall be liable for such fee.
21. SELLER WARRANTIES
Seller warrants that there are no facts known to Seller that would materially effect the
value of the Property, or which would be detrimental to the Property, or which would effect
Buyer's desire to purchase the property except as follows: NONE
Buyer shall have the number of days granted in Paragraph 15(b) above ("Inspection Period")
to investigate said matters as disclosed by the Seller, and shall notify Seller in writing
whether Buyer will close on this contract notwithstanding said matters, or whether Buyer
shall elect to cancel this contract. If Buyer fails to so notify Seller within said time
period, Buyer shall be deemed to have waived any objection to the disclosed matters and shall
have the obligation to close on the contract.
22. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056 (8), Florida Statutes (1989), as amended,
Buyer is hereby informed as follows:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
23. CONTRACT NOT RECORDABLE: PERSONS BOUND
Neither this contract nor any notice of it shall be recorded in any public records. This
contract shall bind and inure to the benefit of the parties and their successors in interest.
Whenever the context permits, singular shall include plural and one gender shall include all.
24. NOTICE
All notices provided for herein shall be deemed to have been duly given if and when
deposited in the United States Mail, properly stamped and addressed to the respective party
to be notified, including the parties to this contact, the parties attorneys, escrow agent,
inspectors, contractors and all others who will in any way act at the behest of the parties
to satisfy all terms and conditions of this contract.
25. ASSIGNABILITY: PERSONS BOUND
This contract
"Broker" (if any)
and their heirs,
permitted) .
[X] is not assignable [ ] is assignable. The terms "Buyer", "Seller", and
may be singular or plural. This Contract is binding upon Buyer, Seller,
personal representatives, successors and assigns (if assignment is
26. ATTORNEY FEES: COSTS
In any litigation arising out of this contract, the prevailing party shall be entitled
to recover reasonable attorney's fees and costs.
27. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract
in conflict with them.
28. NO BROKER
Seller and Buyer represent and agree they have dealt with no Broker or finder in
connection with the transactions contemplated hereby. Seller and Buyer further agree to
indemnify the other from any damage, liability or expense either may suffer as a result of
any claim of a Broker or finder with whom it is determined that the other party has dealt
with in contravention of this agreement; except, however, that total City obligations under
this provision shall be subject to the limits and restrictions of the Florida sovereign
immunity statute, F.S. 768.28.
29. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to
effect the validity of any other provision. In the event that any provision of this contract
is held to be invalid, the parties agree that the remaining provisions shall be deemed to be
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in full force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
30. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be governed by,
construed, and enforced in accordance with the laws of the state of Florida.
31. COUNTERPARTS: FACSIMILE COPY
This contract may be executed in two or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one instrument. A facsimile copy of
this contract, including any addendum, attachments and any written modifications hereof, and
any initials or signature thereon shall be deemed an original.
32. SPECIAL CLAUSES
[X] Not applicable, OR [ ] An Addendum containing special clauses that constitute
agreements and covenants between the parties is attached to and a part of this contract. When
any special clause in the Addendum is in conflict with any provision contained elsewhere in
this contract, then the special clause shall govern.
33. SELLER TO RETAIN OCCUPANCY
Seller shall retain possession and occupancy following closing of the property described
herein pursuant to the Lease Agreement attached hereto as Exhibit "B".
34. EXHIBITS ATTACHED
Exhibit "A" (Legal Description), Exhibit "B" (LEASE AGREEMENT) AND Exhibit "C" (Locator
Map) are attached hereto and made a part of this contract.
35. ENTIRE AGREEMENT
Upon execution by Seller and Buyer, this contract shall constitute the entire agreement
between the parties, shall supersede any and all prior and contemporaneous written and oral
promises, representations or conditions in respect thereto. All prior negotiations,
agreements, memoranda and writings shall be merged herein. Any changes to be made in this
agreement shall only be valid when expressed in writing, acknowledged by the parties and
incorporated herein or attached hereto.
THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD,
SEEK THE ADVICE OF AN APPROPRIATE PROFESSIONAL FOR LEGAL, TAX, ENVIRONMENTAL
AND OTHER SPECIALIZED ADVICE PRIOR TO SIGNING.
C~erSigned:
^ 'l~ful) ~~
Ann Wil ins Duncan
Chairman of the Board
SELLER~.ER. C.,.L, EARWATE.R CHAMBER
OF COMMERCE, INC.
~:P
Peter Woodha:
Secretary
........
APPROVED AND ACCEPTED this ~ day of ~
, 1995.
ommissioner
CLEARWATER, FLORIDA
Approved as to form and
legal sufficiency:
ATTEST:
~~/~
dohn C. Carassas
Assistant City Attorney
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EXHIBIT "A"
(Legal Description - 128 N. Osceola Avenue)
A PORTION OF THE NORTHWEST ~ OF THE NORTHEAST ~ OF
SECTION 16, TOWNSHIP 29 SOUTH, RANGE 15 EAST,
PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
'.
BEGIN AT THE NORTHEAST CORNER OF SECTION 16
TOWNSHIP 29 SOUTH, RANGE 15 EAST, PINELLAS COUNTY,
FLORIDA, RUN THENCE SOUTH 88058'40" WEST, ALONG THE
NORTH LINE OF SAID SECTION 16, 1,733.36 FEET, MORE
OR LESS, TO A POINT OF INTERSECTION WITH THE WEST
RIGHT OF WAY LINE OF NORTH OSCEOLA AVENUE AS IT
PRESENTLY EXISTS IN CLEARWATER, FLORIDA; RUN THENCE
SOUTH 00016'17" EAST ALONG THE WEST RIGHT OF WAY
LINE OF NORTH OSCEOLA AVENUE, 50 FEET FOR A POINT
OF BEGINNING; FROM SAID POINT OF BEGINNING RUN
THENCE SOUTH 00016'17" EAST ALONG THE WEST RIGHT OF
WA Y LINE OF NORTH OSCEOLA AVENUE, 100 FEET; RUN
THENCE SOUTH 88058'40" WEST, 200 FEET; RUN THENCE
NORTH 00016'17" WEST, 100 FEET; RUN THENCE NORTH
88058'40" EAST, 200 FEET TO THE POINT OF BEGINNING.
containing 20,000 square feet, more or less;
together with all improvements, appurtenances and
attachments thereto, thereon and therein.
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EXlllBIT "C"
(Locator Map - 128 N. Osceola Avenue)
_ PROPERTY
LOCA TION
751-4J~
1026- 207
1522-38 . 12/08
1e-42-2H
COACHMAN PARK
JEli'FORD &. SldOYER 4-10
2
SUNSET t
8 4813 476
916-157
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RES. 91 -j9
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coACHMAN
1522-.38 4
926-15
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-4119-13103 36
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2253- 6~ 2285-
260
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PA K
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0.8. 1003-499
92~-15
4857-1036
923-482
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ROMPoN'S' & EASKINS
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EXHIBIT liD"
[REAL PROPERTY SUBJECT TO CONTRACT TO PURCHASE BETWEEN THE
GREATER CLEARWATER CHAMBER OF COMMERCE AND BARNETT BAN~)
(Legal Description: 1130 Cleveland Str~et)
'p:Jrce1 No.-1
The E~:;t 23.090 feet ofLol 15, all of Lots 16 thru 19 inclusive togethel." with the West 17.00 feet
of Lot 20 and that part of Lot 28 which lies West of the Southerly extension of the Eastern line
of the West 17.00 feet of Lot 20, all in Block "A\ BASSEDENA SUBDIVISION, as recorded
in Plat Book 6, Page 26, of the Public Records of Pindlas County, Florida:
And that part of Lots 3 a.nd 4 which lie East of a Southerly extension of the Westerly line of the
Easterly 23.00 feet of Lot 15, Block "A" (of BASSEDENA SUBDIVISION as recorded in PI~t
Book 6, Page :26 of the Public Records of Pinellas County, Florida), the Ea.st 23.00 feet of Lot
4, Lots 5 and 6 inclusive, Lot 7 and West 32.00 feet of Lot 8, less that p<Ui of Lots 7 and 8 that
lie East ofa Southerly extcnsion of the Eastern line of the West 17.00 feet of Lot 20, Block "A"
of the' aforesaid BASSEDENA SUBDIVISION, all in, H. A. KlLGORE'S SUBDIVISION, as
recorded in Plat Book 3, Pa.ge 58 of the Public Records of Pinellas County, Florida. Less the
South 11.0 fcet for road R.O.W.
Said 'parcel being further described as follows:
Commence at the NQrtheast comer of Lot 27, Block "A", BASSEDENA SUBDIVISION, as
rccord~d in Plott Book 6, P:1ge 26 o( the Public Records of l'incll<J.s County, Florid;;., <J.nd run
thence South 57 degrees 56'20" West, along the sou'thcrly R.O:W. line orN.E. Cleveland Street,
183.00 feet to the P.O.B.; thence South 32 degrees 03'40" East, 256.58 fcet; thence South 00
degrees 15'45" West, 112.76 feet tQ a point on the North R.O.W.linc of Cleveland Street; thence
along said North R.O.W. line, North 89 degrees 44' 15;' West, 175.00 feet' thence North 00
degrees 15'451t East, along the Eastern boundar-j of that part of Lot 4, described in O.R. Book
4755, Page 1571 of the Public Records of Pine lIas County, FloridJ., 127.50 feet; th~nce North 32
degrees 03'40" West, 150.55 feet to a point on the Southerly R.O.W. line of N.E. Cleveland
Street' thence North 57 degrees 56'20" East, along said Southerly R.O.W. line, 140.00 feet to
the P.O.B. Contains 49,522 square feet (1.136 Acres) M.O.L., lying the NE 112 ofthe NW '112
of Section 15, Township 29 South, Range 15 East.
Parcel N2. 2
Lots 29, 30, 31 and 43, 44, 45, less the North 50.00 f~ct o~ the East 12.0 feet of Lot 43, Block
".8" BASSEDENA SUBDIVISION,' as recorded in Plat Book 6, Page 26, of the Public Records
of Pinellas County, Florida. Containing 17,238.495 square feet (0.39574 Acres) M.O.t.
'-
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and
A triangular parcel at the Easterly corner of Lot 50, 'Block "B" BASSEDENA SUBDIVISION,
. as recorded in Plat Book 6, Page 26 of the Public Records of Pinellas County, further described
as follows: Begin from the SW Comer of Lot 45 of the said Block "13", BASSEDENA
St]BDIVISION, thence run along the south line of the said Lot 45, 5,45 feet .to a P.O.E.; thence
continue along the said, south line of Lots 45 and 44 to a point .of int~tscctjon with the
northeasterly extension of the northwesterly line of Lots 28 and 29 of the said Block "B"; thence
along the said northwesterly line of Lots 28 and 29, 26.05 feet; thence along a line parallel to and
tastedy of the westerly line of the said Lot 45, (14.0 fed:: Deed) (13\87 feet Cal) to the P.O.B.
Containing (154 square feet Deed) (152.40 square fc~t Cal.) M.O.L.
TCITH1_ F'. 1]2
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TEL: 4626426
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NOlJ. 7. 1 '3'35 11: 55 At'l F' 1
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ADDENDUM TO CONTRACT FOR PURCHASE OF
REAL PROPERTY BY THE CITY OF CLEAn\\' ATER
This Addendum to Contract for Sale and Purchase is made by and between
Greater Clearwater Chamber ofConunerce, Inc., as "Seller" aud City of Clearwater,
Florida, a munioipal corporation of the State of Florida as "Buyer" or "City" and is made a
part of the Contract for Sale and Purchase between the parties having an effective date of
~. 029", lcrCfs- , to which this Addendum is attached,
1. Seller acknowledges that City's leasehold interest in the propeJ1.y located at
1130 Cleveland Street, Clearwater, Florida and evidenced by the attached lease
agreement, is valid through June 3D, 1996 without any further obligation for paymen ~ b'-(
City.
2. Seller hereby consents to the City.s undisturbed use of the premises under
the terms and conditions of the attached lease agreement,
SELLER:
GREATER CLEAR WATER CHAMBER
OF COMMERCE, INC.
Countersigned: ~ \ n
.Q/)\NcJ0~~ B~~
Ann Wilkins Duncan Peter Woodham
Chairman of the Board Secretary
....w..
Al)PROVED AND ACCEPTED this 21-.. day of ~
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1995.
CITY OF C~ A TER., FLORIDA
~y. .~ ~~
Ii abeth M, D tUla
ity Manager
"ta Garvey
Mayor..Commissioner
Approved as to form and
legal sufficiency:
~~ g,~--
ohn Carassas
Assistant City Attorney
Attest: '=
~ 2,--r1-~-:~p~.
Cynt . R E. Goudeau ~_
City lerk -
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LEASE AGREEMENT
THIS LEASE, made this ~~-JL day of ~ ' 1994,
(the "Effective Date"), between OFFICE PROP TY, INC., a Florida
Corporation, as "Lessor", and CITY OF CL ARWATER, FLORIDA, a
Florida Municipal Corporation, as "Lessee".
WIT N E SSE T H:
ARTICLE I - LEASED PREMISES
1.01 Lessor does hereby lease to Lessee those certain
premises consisting of approximately 9,941 square feet ("Leased
Square Feet") of office space, including the drive-in facilities
("Of f ice Premi ses") wh ich represents Suite 100 of the of f ice
building at 1130 Cleveland Street, Clearwater". Florida ("Office
Building") .
1.02 A sketch of the Off ice Premises together with a
floor plan is attached hereto as Exhibit "A".
1.03 This lease is subject to the terms, covenants and
condi tions herein set forth and the Lessee and the Lessor each
covenant as a material part of the consideration for this Lease to
keep and perform each and a 11 of said terms, covenants and
conditions.
ARTICLE II - USE OF PREMISES
2.01 Lessee covenants that the Office Premises during
continuance of this Lease shall be used only for general office
purposes, and for no other purpose or purposes, without the ~ritten
consent of the Lessor, which may be granted or withheld in Lessor's
sole discretion. Lessee affirmatively covenants to operate the
Office Premises for such purposes during the entire term of this
lease and to operate its business pursuant to the highest
reasonable standards of its business category. Lessee will conduct
such business in a lawful manner and in good faith. It is
expressly understood that Lessee shall have the exclusive right in
the Office Building to conduct the uses set forth in this Section
2. Lessee represents that the proposed use is permitted by all
applicable zoning la....s. In the event of a zoning violation by
Lessee, Lessor shall have the right to terminate the Lease by
notice in ....'r i ting and Lessee shall hold Lessor harmless and
reimburse Lessor for any expenses, liability or fine resulting from
any use ~hich violates such zoning laws.
ARTICLE III - TERM AND CO~~ENCEMENT
3.01 The term of this lease shall be for three full years
commencing on July 1, 1994 and ending on June 30, 1996 unless
terminated as provided herein.
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ARTICLE IV - RENT
4.01 Lessee covenants that it will, without deduction,
demand, or setoff pay to Lessor for the use of the Office Premises
during the term hereof the total rent of TWO HUNDRED SIX THOUSAND
FIVE HUNDRED SIXTY ONE AND---28/100---DOLLARS ($206,561.28),
payable in equa 1 monthly insta llments of $8,606.72 Base Rent").
Lessee is exempt from the obligation to pay State Sales Taxes under
Section 212.08(6), Florida Statutes, and as such, no Sales Taxes
shall be due from or payable by Lessee in connection with this
Lease. The Rent shall be paid monthly in advance on the first day
of each month, and a like sum on or before the first day of each
and every successive calendar month thereafter during the term
hereof. The first and last month's Base Rent, a long with the
"Security Deposit" described in- Section 4.02 below, shall be due
and payable on the Lease Commencement Date. It ,is further mutually
agreed that Lessee shall have the option of prepaying to Lessor the
full Base Rent in two annual installments to be paid on or before
fifteen (15) days following the Effective Date, and a like sum
annually on or before each succeeding anniversary thereafter, in
consideration of which the total Base Rent prepaid annually shall
be reduced by 5%, with the total annual payment being $98,116.63;
or Lessee, at Lessee option, may prepay to Lessor the full Base
Rent due for the entire Lease Term within fifteen (15) days of the
Effective Date, in consideration of which the total Base Rent for
the entire Lease Term shall be reduced by 13.5%, with the total
Base Rent due for the entire term of this lease being $178,675.50.
4.02 Lessee shall deposit with Lessor concurrent with
first month's Base Rent payment a sum equal to said payment
($8,606.72) that shall be held by Lessor as a "Security Deposit" to
secure the faithful performance of any or all of the covenants of
this Lease on the part of the Lessee. Lessor shall immediately
deposi t such sums representing the "Security Deposit" in an
interest bearing account bearing the highest rate of interest
obtainable for the deposit amount and term for which the deposit
shall be held. All interest earned shall be for the benefit of
Lessee, and the total of all such funds on deposit, plus accrued
interest, shall be refunded to Lessee upon the faithful performance
of the Lease covenants within fifteen days of final termination or
expiration of this Lease, less any lawful claims Lessor may have
for any non-performance by Lessee of the Lease covenants.
4.03 Should Lessee elect to prepay the full amount of the
Base Rent in accordance with Section 4.01 above, no "Security
Deposit" shall be due or payable by Lessee to Lessor.
ARTICLE V - LATE PAYMENT CHARGE
5.01 In addition to Lessor's remedies under the terms of
this Lease, upon Lessee's failure to pay the Base Rent or to make
any other payments required to be made by Lessee hereunder within
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ten (10) days after the date, Lessor reserves the right to charge
a late payment charge for handling of $25.00 (Twenty-five Dollars)
plus one and one-half percent (1-1/2%) of the outstanding balance
due for each month or portion thereof. In no event shall the
amount of such interest and late charge be in excess of any usury
laws, either Federal or State.
~RTICLE VI - RENEW~L
6.01 Provided that Lessee shall not be in default under
this Lease, Lessee shall have the option to renew this Lease for
two additional terms of twelve months each ("Renewal Term") under
the same terms and conditions provided herein, except that the Rent
for the Renewal Term shall be an amount equal to the annual Base
Rent increased by the percentage increase in the Consumer Price
Index for "all items" published by the Bureau dt Labor Statistics
of the united States Department of Labor, for the twelve (12) month
period prior to the commencement of the Renewal Term. Lessee shall
give Lessor written notice of its intention to renew this Lease not
less than one-hundred fifty (150) days prior to the end of the
initial term.
~RTICLE VII - UTILITIES
7.01 The rent to be paid by Lessee provided in Section
4.01 includes utilities for water, sewer, stormwater, electricity
and heating, venti lation and air conditioning, and j ani tor ial
services for the Office Premises. Lessee shall contract for, and
pay, all other charges measured by' co'nsumption or use for the
Office Premises, including but not limited to telephone and
security systems.
ARTICLE VIII - MAINTENANCE ~ND REPAIRS
8.01 By entry hereunder Lessee accepts the Office
Premises as being in good sanitary, orderly condition and repair,
provided, however the Lessor shall make the alterations and repairs
as set out in Exhibit "B" attached hereto. Lessor agrees, at
Lessor's expense to maintain and repair the Common Areas as defined
in Article XI, both interior and exterior, of the Office Building
in which the Office Premises are located in a good, clean manner.
Lessor shall also be responsible for maintaining and repairing.~he
structural portions of the office Building including foundation,
exterior and demised walls and roof. Lessor shall not be required
to commence any such repair until notice shall be received from
Lessee specifying the nature of the needed repair. Lessor shall
not be required to make any such repairs where same are caused by
any act, or omission of Lessee, and sub-tenant, or concessionaire
of Lessee, or any of their respective officers, employees, agents,
customers, invitees, or contractors, except for ordinary wear and
tear.
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8.02 Lessee agrees, at Lessee~s expense to maintain and
repair all non-structural portions of the interior of the Office
Premises in good condition, damage occasioned by the acts or
omissions of any other tenant of the Office Building, or from fire
or other casualty excepted, including but not limited to the
exter ior and inter ior portions of a 11 doors, door hardware and
operators, windows, plate glass, all plumbing and sewage facilities
within the Office Premises, fixtures, electrical equipment,
interior walls, floors, ceilings, and all interior building
appliances and similar equipment. Lessee shall, upon the
expiration or any earlier termination of the term hereof, surrender
the Office Premises to Lessor in the same condition as when
received, ordinary wear and tear and damage by any other tenant of
the Office Building, fire and other casualty excepted.
8.03 It is specifically understood and agreed that Lessor
has no obl iga tion and has made no promises t.o alter I remode 1,
improve, repair, decorate or paint the Office Premises or any part
thereof and that no representations respecting the condition of the
Office Premises or the Office Building of which the Office Premises
are a part have been made by Lessor to Lessee except as
specifically herein set forth in Exhibit "B" as described in
section 8.01 hereof. During the term of the Lease, Lessee shall,
at Lessee cost make any other changes or alterations in the Office
Premises that may be necessary to cause said Office Premises to
conform to all governmental and insurance underwriters requirements
adopted after the Lessor's delivery of premises.
ARTICLE IX - HOLD OVER
9.01 If, with Lessor's written consent, Lessee holds
possession of the Office Premises after the term of this Lease,
Lessee shall become a tenant from month to month upon the terms
herein specified but at a monthly rent equivalent to the then
prevailing rent paid by Lessee at the expiration of the term of
this lease pursuant to all of the provisions of this Lease, payable
in advance on or before the first day of each month. Lessee shall
continue in possession until such tenancy shall be terminated by
Lessor, or until Lessee shall have given to Lessor a written notice
at least one month prior to the date of termination of such monthly
tenancy of its intention to terminate such tenancy.
ARTICLE X - ASSIGNMENT AND SUBLETTING
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10.01 Lessee may not assign I mortgage or sublet this Lease
in whole or in part, without prior written consent of the Lessor
which will not be unreasonably withheld. . The consent of the Lessor
to any assignment, mortgaging, or subletting shall not constitute
a waiver of the necessity for such consent to any subsequent
assignment, mortgaging, or subletting. This paragraph shall be
construed to include a prohibition against any assignment or
subletting by operation of the-law. If this Lease is assigned, or
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if the Office Premises or any part thereof are sublet or occupied
by anybody other than Lessee, Lessor may collect rent from the
assignee, sub-tenant or occupant, and apply the amount collected to
the rent herein reserved, but no such assignment, underletting,
occupancy or collection shall be deemed a waiver of this covenant,
or the acceptance of the assignee, sub-tenant, or occupant as
tenant, or a release of Lessee from the further performance by
Lessee of covenants on the part of the Lessee herein contained.
11.01 Subj ect to the terms of section 32.01, a 11 areas and
improvements provided by Lessor for the general use, in common, of
Lessees of the Office Building, their officers, agents, employees
and customers shall be referred to herein as "Common Areas",
including without limitation, parking areas, pedestrian walkways,
elevators, public stairs and equipment rooms, dtiveways, entrances
and exits thereto I access roads, sidewa lks, landscaped areas,
plazas, fire corridors, meeting areas, and public restrooms.
Lessor sha 11 operate the Common Areas in such manner as Lessor
shall from time to time determine, provided however, the Lessor
shall maintain the public restrooms which shall be available to
Lessee at all times. All Common Areas shall at all times be
subject to the exclusive control and management of Lessor. Lessee
hereby grants Lessor easement for ingress and egress over, under
and through the Office Premises for the purpose of making repairs
and for exercising any rights or obligations of Lessor under this
lease upon reasonable notice at reasonable times except for
emergency situations. Lessor shall have'the right to construct,
maintain and operate lighting facilities on all said areas and
improvements; to police same; from time to time change the area,
level location and arrangements of parking areas and other
facilities hereinabove referred to; to restrict parking by Lessees,
their officers, agents and employees to employee parking areas; to
close all or any portion of said areas or facilities to such extent
as may, in the opinion of the Lessor's counsel, be legally
sufficient to prevent a dedication thereof or the accrual of any
rights to any person or the public therein; to close temporarily
all or any portion of the parking areas or facilities; to
discourage non-customer parking; and to do and perform such other
acts in and to said areas and improvements as Lessor shall
determine in its sole discretion. All Common Areas and facilities
not within the Office Building which Lessee may be permitteR to
use and occupy are to be used and occupied under a revocable
license which may not be revoked while Lessee is in compliance with
all terms and conditions of this Lease, and if the amount of such
areas be diminished, Lessor shall not be subject to any liability,
nor shall Lessee be entitled to any compensation or diminution or
abatement of rent, nor shall such diminution of such areas be
deemed constructive or actual eviction; providing always, that
Lessor shall provide for non exclusive use by Lessee and the
Lessee's employees and customers not less than 75 non-metered
ARTICLE XI - CONTROL OF COMMON AREAS BY LESSOR
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8.02 Lessee agrees, at Lessee's expense to maintain and'
repair all non-structural portions of the interior of the Office
Premises in good condition, damage occasioned by the acts or
omissions of any other tenant of the Office Building, or from fire
or other casualty excepted, including but not 1 imi ted to the
exter ior and interior portions of a 11 doors, door hardware and
operators, windows, plate glass, all plumbing and sewage facilities
within the Office Premises, fixtures, electrical equipment,
interior walls, floors, ceilings, and all interior building
appliances and similar equipment. Lessee shall, upon the
expiration or any earlier termination of the term hereof, surrender
the Office Premises to Lessor in the same condition as when
received, ordinary wear and tear and damage by any other tenant of
the Office Building, fire and other casualty excepted.
8.03 It is specifically understood and agreed that Lessor
has no obligation and has made no promises to alter, remodel,
improve, repair, decorate or paint the Office Premises or any part
thereof and that no representations respecting the condition of the
Office Premises or the Office Building of which the Office Premises
are a part have been made by Lessor to Lessee except as
specifically herein set forth in Exhibit "B" as described in
Section 8.01 hereof. During the term of the Lease, Lessee shall,
at Lessee cost make any other changes or alterations in the Office
Premises that may be necessary to cause said Office Premises to
conform to all governmental and insurance underwr i ters requirements
adopted after the Lessor's delivery of premises.
ARTICLE IX - HOLD OVER
9.01 If, with Lessor's written consent, Lessee holds
possession of the Office Premises after the term of this Lease,
Lessee shall become a tenant from month to month upon the terms
herein specified but at a monthly rent equivalent to the then
prevailing rent paid by Lessee at the expiration of the term of
this lease pursuant to all of the provisions of this Lease, payable
in advance on or before the first day of each month. Lessee shall
continue in possession until such tenancy shall be terminated by
Lessor, or until Lessee shall have given to Lessor a written notice
at least one month prior to the date of termination of such monthly
tenancy of its intention to terminate such tenancy.
ARTICLE X - ASSIGNMENT AND SUBLETTING
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10.01 Lessee may not assign, mortgage or sublet this Lease
in whole or in part, without prior written consent of the Lessor
which will not be unreasonably withheld. . The consent of the Lessor
to any assignment, mortgaging, or subletting shall not constitute
a waiver of the necessity for such consent to any subsequent
assignment, mortgaging, or subletting. This paragraph shall be
construed to include a prohibition against any assignment or
subletting by operation of the.law. If this Lease is assigned, or
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ARTICLE XIV
LEASEHOLD IMPROVEMENTS
14.01 Lessee shall not make any changes or alterations in
or to the Office Premises without the written consent of the
Lessor, which consent shall not be unreasonably withheld.
All alterations , additions, improvements, including without
limitation, floor and wall coverings, lighting, heating,
ventilating and air conditioning equipment, and fixtures
(collectively referred to herein as "Leasehold Improvements"),
which may be made or installed by either of the parties hereto upon
the Office Premises and which in any manner are attached to the
floors, walls, or ceilings, except millwork, decorative lighting,
and including, but not limited to, trade fixtures if Lessee is not
in default and promptly restores any damage caused by the removal,
shall become the property of the Lessor upon installation, unless
the parties shall elect otherwise, which elect~on shall be made by
the parties in writing prior to such installation. Any Leasehold
Improvements made by Lessee without obtaining the written consent
of Lessor to remove same upon expiration or other termination of
this Lease, shall remain upon and be surrendered with the Office
Premises as a part thereof and sha 11 be unencumbered by 1 iens,
security interest or otherwise. Lessee may remove all its personal
property not attached to the Office Premises and removable without
injury to or defacement of the Office Premises provided all rents
are paid in full and Lessee is not otherwise in default under this
Lease and further provided that any damage to the Office Premises
of the Office Building resulting from such removal shall be
simultaneously repaired at Lessee's expense. Lessee agrees that
all of Lessee's personal property in the Office Premises shall be
at Lessee's sole risk and/ or those claiming under the Lessee.
Lessor shall not be responsible to Lessee for any loss that may be
occasioned by the acts or omissions of persons occupying any space
adj acent to or adj oining Lessee's Off ice Premises or 1 iable to
Lessee for any loss resulting in Lessee or any of Lessee's Property
caused in any manner except for the negligent acts of Lessor which
cause Lessee material damages.
14.02 All Leasehold Improvements and trade fixtures
installed in the Office Premises by Lessee shall consist of new or
completely reconditioned material installed in a workmanlike manner
and in compliance with all applicable laws and regulations and
shall be performed only by contractors or subcontractors who have
complied with the Lessor's insurance standards. Any contractor or
person selected by Lessee to make such improvements must firi€ be
approved of in writing by the Lessor, which Lessor will not
unreasonably withhold. Said work shall be at Lessee's sole risk
and expense and Lessee shall promptly pay all laborers, contractors
and materialmen performing such work and furnishing material
therefore for Lessee. Lessee agrees to indemnify and save harmless
Lessor for all expense, liens, claims, or damages to either persons
or property, including, without limitation, the Office Premises,
stemming in any manner from such work. If any lien be filed by
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parking spaces without time I imi tat ions dur ing normal bus iness
hours; and shall at all times during normal business hours assure
reasonable public access to the drive-in facilities of the Office
Premises.
ARTICLE XII - USES PROHIBITED: RULES AND REGULATIONS
12.01 After initial occupancy Lessee shall not do or
permit anything to be done in or about the Office Premises nor
bring or keep anything therein which will in any way increase the
existing rate of or affect any fire or other insurance upon the
building of any of its contents, or cause a cancellation of any
insurance policy covering said building or any part thereof or any
of its contents. In the event the specific use of the Office
Premises shall change and such change shall result in an increa~e
in said insurance policies, Lessor may eleot to collect the
increased cost of insurance from Lessee as additional rent rather
than treat this as a default under the terms of this Lease. Lessee
shall not do or permit anything to be done in or about the Office
Premises which will in any way obstruct or interfere with the
rights of other tenants or occupants of the building, or that would
injure-or annoy them; or use or allow the Office Premises to be
used for any improper, immoral, unlawful or objectionable purposes,
nor shall Lessee cause, maintain or permit any nuisance in, or
about the Office Premises. Lessee shall not commit or suffer to be
committed any waste in or upon the Office Premises or the building
containing the Office Premises, if such waste could reasonably be
deemed to be within the authority of the Lessee to control.
12.02 Lessee shall faithfully observe and comply with the
rules and regulations of Lessor in force and effect during the term
hereof and all reasonable modifications of and additions thereto as
may be mutually agreed between the parties in writing. Lessor shall
not be responsible to Lessee for the non-performance by any other
tenant or occupant of the building of any said rules and
regulations. Lessee's failure to comply with any rule or
regulation as described herein or to which the parties may have
agreed shall constitute a breach of the term of this Lease.
ARTICLE XIII - COMPLIANCE WITH LAW
13.01 Lessee shall not use the Off ice Premises or Building
to permit anything to be done in or about the same which wili'in
any way conflict with any law, statute, ordinance or governmental
rule or regulation now in force or which may hereafter be enacted
or promulgated. Lessee shall at its sole cost and expense promptly
comply with all laws, statutes, ordinances and governmental rules,
regulations and requirements of any board of fire underwriters or
other similar body now or hereafter constituted regarding occupancy
of the Office Premises, excluding structural changes not related to
or affected by Lessee's impro~ements or acts.
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negligence, or improper conduct on the part of any other Lessees,
their agents, employees or invitees, or by reason of the breakage,
leakage, or obstruction of the water, sewer or soil pipes, roof
leaks, flooding, or other leakage in or about the Office Premises
or the building in which the Office Premises is located, except for
the negligence of Lessor.
ARTICLE XVIII - INSURANCE
18.01 Lessee shall, throughout the Lease Term, purchase
and maintain at Lessee's expense, public liability insurance or
provide through self-funding, such coverage equal to the maximum
limits of liability provided for in section 768.28, Florida
statutes, plus any excess liability insurance coverage that may be
purchased by Lessee, insuring Lessee against any liability based on
the negligence of Lessee or any of the Lessee's employees which
arises out of Lessee's use of the Office Premi~es.
18.02 Lessee shall, through the Lease Term, purchase and
maintain at Lessee's expense plate glass insurance or provide
through self-funding such coverage in an amount sufficient to cover
lessee's obligations to repair and replace all plate glass in the
Office Premises.
18.03 Lessor hereby releases Lessee and Lessee hereby
releases Lessor from any and all claims and demands for loss,
damages, expense or injury to the Office Premises which is caused
by or results from perils, events, or happenings which are the
subject of the insurance carried by the respective parties hereto
and which insurance is underwritten by a company duly licensed to
engage in a commercial business in the state of Florida and whose
coverage is in force at the time of such loss to the extent of
insurance proceeds actually received by the respective parties from
such insurance coverage. Each party shall pay any additional
premium required of its own insurer for waiver of subrogation
rights under this section.
18.04 Lessee shall have the right to provide such
insurance coverage pursuant to blanket policies which expressly
afford coverage to the Office Premises and to Lessee. If insuranc~
coverage is obtained by Lessee, Lessee shall obtain a written
obligation on the part of any. such insurance company to notify
Lessor in writing of any delinquency in premium payments and at
. .......
least 30 days prior thereto of any cancellation or amendment to
such policy.
18.05 Any policies of insurance provided for herein to be
carried by lessee shall be issued by insurance companies reasonably
acceptable to Lessor and licensed to do business by the State of
Florida and its insurance regulatory bodies, provided, however,
Lessee may self-fund any risk provided for in this ARTICLE XVIII -
INSURANCE in lieu of purchasing insurance coverage therefor. If
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virtue of Lessee's work, Lessee shall cause the same to be
discharged or bonded off of record within fifteen (15) days aft~r
wri tten notif ication of the existence of said Lien. I f Lessee
fails, then Lessor may, at lessor's option, cause such discharge
and Lessee shall reimburse Lessor all its costs and expenses
expended thereon upon billing for same, including attorney's fees.
ARTICLE XV - ABANDONMENT
15.01 Lessee shall not desert or abandon the Off ice
Premises at any time during the term, and if Lessee shall abandon,
desert or surrender said Office Premises, or be dispossessed by
process of law, or otherwise, any 'personal property belonging to
Lessee and left on the Office Premises or the building in which the
Office Premises is located shall be deemed to be abandoned at the
option of the Lessor.
ARTICLE XVI - LIENS
16.01 Lessee shall keep the Off ice Premises and the
property in which the Office Premises are situated free from any
liens arising out of any work performed, materials, furnished or
obligations incurred by Lessee. Lessee covenants to hold Lessor or
any successor in interest harmless from any such liens. In the
event Lessee desires to contest any such lien, Lessee shall
immediately notify Lessor of such lien and shall, at the option of
the Lessor, transfer said lien to the security of a bond posted or
obtained by Lessee.
ARTICLE XVII - INDEMNIFICATION OF LESSOR
17.01 Lessee agrees to indemnify and save Lessor harmless
from and defend Lessor against any and all claims or liability for
any injury or damage to any person or property whatsoever (1)
occurring in, on or about any facilities including, without
prejudice to the generality of the term' "facilities"; elevators,
stairways, passageways, hallways or parking areas, the use of which
Lessee may have in conjunction with other Lessees of the building,
and the drive-in tellers, specifically, which shall be for the
exclusive use of Lessee, when such injury or damage is caused in
part or in whole by the act, neglect, fault of or omission of any
duty with respect to the same by Lessee, its agents, servants,
employees, or invitees, and which is not covered or contributed to
or by the Lessor, its agents, servants, employees or invi tees;
however, nothing herein shall constitute a waiver of any of the
rights or defenses available to the Lessee as a Florida
municipality under section 768.28, Florida Statutes, the" Sovereign
Immunity \\laiver Statute".
i7.02 Lessor shall not be liable for any damage or injury
by water, which may be sustained by Lessee or any other person or
for any other damage or injur~ resulting from carelessness,
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entry to the Office Premises obtained by Lessor by any of said
lawful means shall not under any circumstances be construed or
deemed to be a forcible or unlawful entry into, or a detainer of,
the Off ice Premises or an ev iction of Lessee from the Of f ice
Premises or any portion thereof.
~RTICLE XXI - DEFAULT BY LESSEE
21.01 Upon the happening of anyone or more of the
following events ("Events of Default"):
A. Lessee's default in the payment of any rental or other
sums due for a period of Ten (10) days after the due date;
B. Lessee's continued def aul t with respect to any other
covenant of this Lease for a period of fifte~n (15) days aft'er
delivery of written notice of such default to Lessee by Lessor,
provided that if such default reasonably requires more than fifteen
(15) days to cure, there shall be no Event of Default if Lessee has
commenced correcting action within the Is-day period and is
diligently prosecuting such action;
C. There shall be filed by or against Lessee (except if it
is an involuntary petition, Lessee shall have 30 days to cure said
petition) in any court pursuant to any statute either of the United
states or of any state, a petition in bankruptcy or insolvency or
for reorganization or arrangement, or for the appointment of a
receiver or trustee of all or a portion of Lessee's property, or if
lessee makes an assignment for the benefit of creditors or, if
there is an assignment by operation of law, or if any execution,
seizure or attachment shall be levied upon any of the Lessee's
property of the Office Premises are taken or occupied or attempted
to be taken or occupied by someone other than Lessee, except for
condemnation or with Lessor's consent;
D. Lessee's vacating or abandoning the Office Premises;
Lessor, at its option, may exercise anyone or more of the
following remedies which shall be cumulative:
(1) Re-enter and take possession of the Office Premises
and remove Lessee and its effects, by force if necessary and,
without obligation to do so, relet or attempt to relet the Office
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Premises 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, and Lessor shall not be
responsible to Lessee for any damages in connection thereof, nor
shall Lessor be deemed to have thereby accepted a surrender of the
Office Premises, and Lessee shall iemain liable for all rents and
additional rents due under this Lease and for all damages suffered
by lessor because of Lessee's breach of any of the covenants of
this Lease. Said damages shall include, but not be limited to,
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insurance is purchased by Lessee, the original policies or a
certificate thereof, together with the evidence of payment
therefor, shall be delivered to Lessor on or before the Lessee has
taken possession of the Office Premises and annually thereafter so
long as insurance coverage is purchased by Lessee.
~RTICLE XIX - S~LES ~ND RENTAL TAX: TAXES ON LEASEHOLD
19.01 Lessee agrees to pay Lessor any and all sales, use
or renta I taxes, imposed by any governmenta I agency with respect to
all rents, and sums due pursuant to all payments of monies required
under this Lease, unless exempt by law. Lessee shall pay all
municipal, county or state taxes assessed during the term of this
Lease against any leasehold interest or personal property of any
kind, owned by or placed in, upon or about the Office Premises py
Lessee, unless exempt by law. Lessee shall P9Y for all license
fees, occupational taxes and other governmental charges assessed by
reason of Lessee's use, or occupancy taxes and any other taxes
arising out of the operation of Lessee's business or Occupancy of
the Off ice Premises, unless exempt by law, except for Federal
income, gifi or inheritance tax.
~RTICLE XX - ENTRY BY LESSOR
20.01 Lessor, upon prior notice to Lessee, except in the
event of an emergency, reserves and shall at reasonable times and
in a reasonable manner have the right to enter the Office Premises
to inspect the same, to supply janitorial and any other service to'
be provided by Lessor to Lessee hereunder, to submit the Office
Premises during business hours or other reasonable times to
prospective lessees, (but only during the last 180 days of the term
with respect to prospective lessees of the Office Premises), and to
alter, improve or repair the Office Premises and any repairs to any
portion of the building of which the Office Premises are a part and
which Lessor in good faith determines are necessary, at Lessor's
cost, without abatement of rent, and may for that purpose erect
scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, always
providing that an entrance to the Office Premises shall not be
blocked thereby, and further providing that the business of Lessee
shall not be interfered with unreasonably. Lessee hereby waives
any claim for damages for any injury or inconvenience to... or
interference with Lessee's business, any loss of occupancy or quiet
enjoyment of the Office Premises, and any other loss occasioned
thereby. For each of the aforementioned purposes, Lessor shall at
all times have and retain a key with which to unlock all of the
doors in, upon and about the Office Premises and areas of storage
of Lessee's confidential correspondence, but not the confidential
correspondence. Lessor shall have the right to use any and all
lawful means which Lessor may deem proper to open said doors in an
emergency, in order to obtain entry to the Office Premises, and any
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ARTICLE XXIII - DEFAULT BY LESSOR
23.01 This Lease shall be subject to termination by Lessee
in the event of anyone or more of the following events:
A. Material default by Lessor in the performance of any of
the terms, covenants or conditions of this Lease, and in the
failure of the Lessor to remedy, or undertake to remedy, to
Lessee's satisfaction, such default for a period of thirty (30)
days after receipt of notice from Lessee to remedy same.
B. Lessee determines that the Office Premises are so
extensively damaged by some casualty that it is impractical or
inequitable to repair such Office Premises.
23.02 In the event of any default by ~essor as described
in Subsection 23.01 above, Lessee, at its option, may exercise any
one of more of the following remedies which shall be cumulative:
A. Deliver to Lessor written notice of Lessee's intent to
terminate this Lease and vacate the Office Premises thirty (30)
days following delivery of such notice to Lessor as provided in
Article XXX, Section 30.01 hereof. All rents and other fees due to
Lessor through date of termination and vacation shall be paid by
Lessee. All rents or other fees prepaid by Lessor beyond date of
termination and vacation shall be reimbursed to Lessee by Lessor
without prejudice or offset.
B. As agent for Lessor, Lessee may do whatever Lessor is.
obligated to do under this Lease without being liable for any
damages whatsoever caused by Lessor I s default, or any expense
whatsoever as may be required to remedy such default, and Lessor
agrees to reimburse Lessee immediately upon demand for any expenses
Lessee may incur in thus enforcing compliance with this Lease,
including attorneys' fees, and the amount thereof shall bear
interest at the highest contract rate permitted by Flor ida law
until paid.
C. Proceed in law or in equity to enforce the terms,
provisions and covenants of this Lease, whereupon Lessor shall pay
all expenses, costs and fees, including attorneys' fees incurred by
Lessee in thus enforcing compliance with this Lease should Lessee
prevail.
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ARTICLE XXIV - CASUALTY
24.01 If the Office Building on the site on which the
Office Premises is located are substantially damaged by fire or any
other cause, Lessor shall, within 30 days after the occurrence of
such damage, notify Lessee of Lessor election to repair or rebuild
the damaged buildings at Lessor's expense or to terminate this and
all other leases whether or not the Office Premises are directly
effected by said damage. For the purpose of this Lease,
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charges for removal and storage of Lessee's property, remodeling
and repairs, leasing, commissions and legal fees. At any time
during repossession and reletting pursuant to this subsection,
Lessor may, by delivering written notice to Lessee, elect to
exercise its option under the following subsection to accept a
surrender of the Office Premises, terminate and cancel this Lease,
and retake possession and occupancy of the Office Premises.
(2) Declare this lease to be terminated, whereupon the term
hereby granted and all right, title and interest of Lessee in the
Office Premises shall end and Lessor may re-enter upon and take
possession of the Office Premises. 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, includiryg, but not limit~d
to, the damages specified in Subsection 20~01(D) (1) above.
(3) Accelerate all rentals due and to become due during the
remainder of the term of this Lease, in which event all such
rentals shall become immediately due and payable, provided that
payment thereof shall not constitute a penalty or liquidated
damages but shall merely constitute payment of advance rent. The
acceptance of any such payment by Lessor shall not constitute a.
waive~ of any claim for damages as described above and Subsection
21.01(0) (1) above.
(4) As agent of Lessee, Lessor may do whatever Lessee is
obligated to do under this Lease, and may enter the Office Premises
for such purpose, without being liable for damages, therefore, and
Lessee agrees to reimburse Lessor immediately on demand for any
expenses which Lessor may incur in this enforcing compliance with
this Lease, and the amount thereof shall bear interest at the
highest contract ~ate permitted by Florida law.until paid.
(5) Exercise any and all other rights and privileges that
Lessor may have under the laws of the State of Florida and/or the
United States of America.
ARTICLE XXII - RIGHT TO CURE DEFAULTS
22.01 If Lessee, after reasonable notice, shall fail to
make repairs, maintain public liability insurance, comply with'all
laws and ordinances, and regulations, or perform any other
obligation in accordance with this Lease, Lessor shall have the
right to perform such work; including the right to enter on the
Office Premises, or make such payments on behalf of Lessee, and
Lessee agrees to reimburse Lessor promptly upon demand, together
with interest at the rate of 1-1/2% per month.
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24.06 Notwithstanding the foregoing, in the event the
holder of the first mortgage encumbrancing the buildings shall
elect to use the insurance proceeds payable as the result of a loss
as set forth herein to reduce the outstanding principal balance of
said first mortgage, despite Lessor's best efforts to persuade the
first mortgage holder to the contrary, then at Lessor's election,
Lessor may choose not to rebuild. In such event Lessee may
terminate this Lease and this shall be its sole remedy hereunder.
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ARTICLE XXV - EMINENT DOMAIN
25.01 If all or any part of the property in which the
Office Premises are located shall be taken or appropriated by any
public or quasi-public authority under the power of eminent domain,
subject to the additional provisions of this section, either party
hereto shall have the right, at its option, to terminate th"is
Lease. In such event, Lessor shall be entitied to any and all
income, rent, award, or any interest therein whatsoever which may
be paid or made in connection with such public or quasi-public use
or purpose, and Lessee shall nave no claim against Lessor for the
value of any unexpired term of this Lease. If a part of the Office
Premises shall be so taken or appropriated and neither party hereto.
shall elect to terminate this Lease, the rental thereafter to be
paid shall be equitably reduced. If any part of the building other
than the Office Premises shall be so taken or appropriated, Lessor
shall be entitled to the entire award, as above provided. Before
ei ther party may terminate this Lease by reason of taking or
appropriation as above provided, such taking or appropriation
shall be of such an extent and nature as to substantially handicap,
impede or impair Lessee's use of the Office Building, such
determination to be in Lessor's reasonable judgement.
25.02 This section shall not prohibit Lessee from making
its own claim in the condemnation proceedings for reimbursement or
compensation from the condemnor for moving expenses or other costs
for leasehold improvements owned by the Lessee (under paragraph
14.01) and the installation thereof incurred by it due to said
condemnation, or personal property owned by Lessee and taken by
reason of said condemnation.
ARTICLE XXVI - SALE BY LESSOR
26.01 In the event of a sale or conveyance by Lessor,of
the Building containing the Office Premises, the same shall operate
to release Lessor from any further liability upon any of the
covenants or conditions, expressed or implied, herein contained in
favor of Lessee, and in such event Lessee agrees to look solely to
the responsibility of the successor in interest of Lessor in and to
this Lease. This Lease shall not be affected by any such sale, and
Lessee agrees to attorn to the purchaser or grantee unless such
sale occurs prior to occupancy by lessee in which case Lessor shall
remain liable to Lessee for the performance of the Lessor's grantee
until occupancy by the Lessee.
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"substantially damaged" shall mean damaged to such an extent that
the good faith estimated cost to repair or rebuild the damage
exceeds one-quarter (25%) of the then estimated cost of replacing
all buildings on said site. If such buildings are not
substantially damaged as herein defined, it shall be the duty of
the Lessor to use his its best efforts to substantially complete
such repairs or rebuilding within 180 days following receipt of the
insurance proceeds. Should Lessee determine the Office Premises
have suffered casualty damage to an extent as to require Lessee to
reduce or terminate its 'customary business services,
notwi thstanding the threshold def ini tion of "substantially damaged"
as heretofore defined, Lessee shall have the option of terminating
this Lease under Article XXIII, Subsection 23.01(8) above.
24.02 Should lessor, with the mutual consent of Lessee,
which will not be unreasonably be withheld, proceed to repair or
rebuild the Office Premises, and fail to complete said repairing or
rebuilding within said 180 day period for reasons beyond its'
control, Lessee's sole remedy shall be the option to terminate this
Lease and all further liability under its provisions provided that
Lessee's notice of election to terminate is given within GO days
following the expiration of said 180-day period and further
provided that Lessee totally vacates the Off ice Premises on or
before the expiration in the said GO-day period. All obligations of
Lessee covered by insurance proceeds as specified in Section 24.05
under this Lease shall accrue through the date of such vacation.
24.03 In the event Lessor is required or elects to repair
or rebuild under this Section, Lessor shall have unlimited access
to the Office Premises and all common areas in the Office Building
for such time, at such time, as may be reasonably required to
efficiently and expeditiously complete any such required, or non-
required, repairs or rebuilding.
24.04 In no event shall this Paragraph obligate the Lessor
to incur in effecting any such required repair or rebuilding, a
cost greater than the original cost of the building, including
Lessor's cost in completing all suites for lease within the
buildings, or the amount of such insurance coverage as may be
provided with respect to the damage, whichever is greater.
24.05 Notv,'ithstanding anything to the contrary, it is
further agreed with respect to this Section that Lessor sh.all
carry, at the expense of and for the benefit of the tenants of the
Office Building, rental interruption insurance and the proceeds, if
any, of such insurance received by Lessor shall satisfy the rental
obligations of Lessee during the period that the Premises or any
part thereof shall be untenantable. It is agreed that any Lessee
expense for premiums to provide rental interruption insurance
described herein is included in .the Base Rent. Lessee shall have
no obligations during the period that Lessee is not in occupancy of
the Premises, except for the obligations of Lessee that insurance
proceeds, if any, covers.
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30.03 All notices, demands and sums due by the Lessee to
the Lessor shall be sent to the Lessor at 15201 Roosevelt
Boulevard, #103, Clearwater, Florida 34620, or to such other person
or place as the Lessor from time to time designates in a notice to
the Lessee.
ARTICLE XXXI - SUBORDINATION AND MORTGAGE PROVISIONS
31.01 In the event any proceedings are brought for the
foreclosure of, or in the event of exercise of the power of sale
under any mortgage made by Lessor covering the Office Building,
Lessee, at the sole option of the purchaser upon any such
foreclosure or sale shall attorn and recognize such purchaser as
the Lessor under this Lease, and upon the purchaser's written
notice of its election of attornment, such attornment shall be
automatic and self-executing. without limiting the generality of
the foregoing, Lessee within ten (10) days after request by the
successor in title to the Office Building shall execute an.
instrument in form and content acceptable to such successor
evidencing such attornment. This Lease shall be and hereby is
subject and subordinate to the lien of any mortgage and to all
renewals, modification, considerations and replacements thereof,
and to all liens resulting from any other method of financing or
refinancing, now or hereafter in force against the land and/or
buildings of which the Office Premises are a part or against any
buildings hereafter placed upon the land of which the Office
Premises are a part, and to all advances made or hereafter to be
made upon the security thereof. Upon request of Lessor, Lessee
will within ten (10) days after such request, evidence the
subordination pursuant to an instrument acceptable in form and
content to the Lessor.~~rovided Lessee is not in default, Lessor's
successor shall honor'Lessee's lease1i
31. 02 I f the holder of any mortgage encumber ing the Off ice
Building shall give notice to Lessee that it is the holder of said
mortgage and such notice included the address to which notices to
such mortgagee are to be sent, Lessee agrees to give to the said
holder of such mortgage notice simultaneously with any notice given
to Lessor to correct any default of Lessor and agrees that the said
holder of such mortgage shall have the right, within thirty (30)
days after receipt of said notice, to commence correction of such
default and diligently prosecute completion thereof before Lessee
may take any action under this Lease by reason of such default~
ARTICLE XXXII - FORCE MAJEURE, FINANCING
RELEASE AND EXCULPATION
32.01 Anything in this lease to the contrary
notwithstanding, Lessor shall not be deemed in default with respect
to the performance of any of the terms, covenants, and conditions
in this lease to be performed.by it if any failure of its
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26.02 Notwithstanding anything to the contrary contained
herein, no sales or conveyance by Lessor as aforesaid shall release
Lessor from any future liability to Lessee hereunder unless and
until this Lease is assigned to and assumed by such grantee.
26.03 The term "Lessor" as used in this Lease, means only
the owner for the time being of the land and buildings comprising
the Office Building so that, in the event of a sale of the Office
Building, the Lessor shall be and is hereby entirely relieved of
all covenants and obligations of the Lessor hereunder. Lessor
shall have the right without the requirement of prior consent to
sell or otherwise convey all or a portion of the Office Building
and assign this lease to such grantee.
ARTICLE XXVII -'ATTORNEY'S FEES
27.01 The prevailing party in any litigation shall be
entitled to be reimbursed by the other party for attorney's fees
and court costs, including the costs of appeal.
ARTICLE XXVIII - GOVERNING LAW
28.01 This Lease shall be construed and enforced according
to the laws of the State of Florida. Any litigation concerning
this lease shall be maintained only in Pinellas County, Florida.
ARTICLE XXIX - WAIVER
29.01 The waiver by the Lessor or the Lessee of any term,
covenant or condition herein contained shall not be deemed to be a
waiver of such term, covenant or condition or any subsequent breach
of the same or any other term, covenant or condition herein
contained. The subsequent acceptance of rent hereunder by Lessor
shall not be deemed to be a waiver of any preceding breach by
Lessee of any term, covenant or condition of this Lease, other than
the failure of Lessee to pay the particular rental so accepted,
regardless of Lessor's knowledge of such preceding breach at the
time of acceptance of such rent.
ARTICLE XXX - NOTICES
30.01 All notices and demands which mayor are requir~9. to
be given by either party to the other hereunder shall be in writing
and sent certified mail or delivered by hand.
30.02 All such notices or demands by the Lessor to the
Lessee shall be addressed to or delivered to Attention: John C.
Scott, A.D./Administrative Service~/Utility Customer Service, City
of Clearwater, P. o. Box 4748, Clearwater, Fl. 34618-4748 or such
other place as the Lessee shall from time to time designate by
notice in writing. .
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~RTICLE XXXVII - TIME
37.01 Time is of the essence of this Lease and each and
all of its provisions.
~RTICLE XXXVIII - SUCCESSORS , ~SSIGNS
38.01 The covenants and conditions herein contained shall,
subject to the provisions as to assignments, apply to and bind the
heirs, successors, executors, administrators and assigns of the
parties hereto.
~RTICLE XXXIX - RECORDING
39.01 This Lease may not be recorded without the prior
written consent of the Lessor, which may be evidenced solely by a
separate executed consent to recording. Upon <request of lessor,
Lessee shall enter into a "short-form" or memorandum of this Lease.
Said documents shall be in recordable form and shall describe the
parties, Office Premises and term of this Lease and shall
incorporate this Lease by reference.
~RTICLE XL - LESSEE ST~TEMENT: FIN~NCIALS
40.01 wi thin ten (10) days a fter request therefor by
Lessor, Lessee agrees to deliver in recordable form a certificate
to any proposed mortgagee or purchaser, or to Lessor, certifying
(if such be the case) that this Lease is in full force and effect
as (of if there have been modifications, that this Lease is in full
force and effect as modified and stating the modification) and that
there are no defenses or offsets thereto (or stating those claimed
by Lessee), the dates to which all rents hereunder have been paid
in advance, if any, the amounts of security deposits, if any, and
containing such other matters as may reasonably be requested by
Lessor, it being intended that any such statement as delivered may
be relied upon by any prospective purchaser or mortgagee of all or
part of the Office Building. If Lessee does not, within (10) days
of Lessor's request as aforesaid, execute and deliver such
instruments or the instruments required under this paragraph, then
Lessee hereby irrevocably appoints Lessor as attorney-if-fact for
Lessee with full power and authority to execute and deliver the
same in the name of Lessee. Should the prospective mortgagee or
purchaser wish to inspect the Lessee 1 s financial records, Such
records as are publicly available will be made available for
personal inspection by any citizen of the State of Florida in
accordance with Chapter 119, Florida Statutes.
~RTICLE XLI - MISCELLANEOUS
41. 01
Lessor does no~, in any way or for any purpose,
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performance shall be due to any strike, lockout, civil commotion,'
war, warlike operation, invasion, rebellion, hostilities, military
or usurped power, sabotage, governmental regulations or controls,
inability to obtain any material or service, Act of God, or any
other cause whatever beyond the reasonable control of Lessor, and
the time for performance by Lessor shall be extended by the period
of delay resulting from or due to any of said Ct:uses.
XXXIII - REAL ESTATE AGENT
33.01 Any brokerage commission, leasing fees or other
costs payable to any licensed Real Estate Broker in connection with
this Lease are to be paid by Lessor.
XXXIV - AMENDMENT OF SITE PLAN; NO REPRESENTATIONS
34.01 Lessor reserves the right at any time, in its sole
discretion and without the approval of or prior notice to Lessee,
to amend without limitation the site Plan. Such amendment rights
include the right, at Lessor I s sole discretion and without the
approval of or prior notice to Lessee, to add or change building
perimeters, driveways, change the number and location of parking
spaces; and to make any other changes or additions it desires in
and about the Office Building including Common Areas (as
hereinafter defined). Notwithstanding the foregoing or any other
provision of this Lease, Lessor will not reduce the number of
parking spaces serving the Offic~ Building or Premises or impair
access to and from the Premises or the drive-in facilities to be
used in connection with the Premises without the consent of Lessee,
which shall not be unreasonably withheld; the foregoing shall not
create any liability of Lessor for any change mandated by
governmental authorities having jurisdiction or other circumstances
beyond Lessor's control.
ARTICLE XXXV - DEFINED TERMS & MARGINAL HEADLINES
35.01 The words "Lessor" and "Lessee" as used herein shall
include the plural, as well as the singular. \~ords used in the
masculine gender include the feminine and neuter. If there be more
than one Lessee, the obligations hereunder imposed upon Lessee
shall be joint and several. The marginal headings and titles~.to
the paragraphs of this Lease are not a part of this Lease and shall
have no effect upon the constructi0n or interpretation of any part
hereof.
ARTICLE XXXVI - PLATS & RIDERS
36.01 Clauses, plats and riders, if any, signed and
initialed by Lessor and Lessee and endorsed on or affixed to this
Lease are a part hereof.
18
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~ 1~' .~.
I
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become a partner of Lessee in the conduct of its bus i ness, or
otherwise, or joint venturer or a member of a joint enterprise with
Lessee. If any term, covenant or condition of this Lease shall, to
any extent, be held invalid, unenforceable or inapplicable to
particular persons, the remainder of this Lease, or the application
of any term, covenant or condition'shall not be affected thereby.
This lease sets forth all covenants, promises, agreements,
conditions and representations between Lessor and Lessee concerning
the Office Premises and there are no covenants, promises,
agreements, conditions or representations, either oral or written,
between them other than are herein set forth. Except as herein
otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Lessor or Lessee
unless reduced to writing and signed by them. This lease has been
negotiated between the parties and accordingly the parties agree
that neither of them shall be held more accountable for the
drafting or language of this lease.
41. 02
of Lessee.
There are no personal guarantees of the obligations
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease
effective as of the date first above written, each representing to
the other that they have full authority to execute same in the
capacity indicated.
"LESSOR"
~PERTY' .INC.
By: . ~ /LJ.
I Marion Davidson, President
Rita Garvey
Mayor-Commissioner
By:
"LESSEE"
CITY OF CLEARWATER, FLORIDA
tt:e~.
city Manager
.,
Deptula
Approved
correct
form and
ATTEST:
~
(1_ Office of i Attorney
~ Paul Richar Hull
Assistant City Attorney
20
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E X H I B I -r "A "
OFFICE PREMISES
DnlvE UP l[luns
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CUSTODIA'"
WD~IEN
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COAno ROOI,I
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1130 CLEVEL^ND STREET
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EXHIBIT "B"
LESSOR REPAIRS/ALTERATIONS
TO BE MADE PRIOR TO OCCUPANCY
(Reference: Article VIII, Sec. 8.01)
1. Clean and re-stretch all carpeting.
2. Widen restroom doorways to bring into compliance with ADA
requirements.
3. Provide compatible floor covering under teller counter and
in former "copy room".
4. Bring handicapped parking spaces and ramps into compliance
with ADA requirements (if not presently in compliance).
5. Re-attach formica counter in drive-up tellers window.
Lessor agrees that Lessor, or Lessor's agent, will consult with
Lessee's designated agent prior to implementing any of the
aforementioned tasks, and obtain Lessee's written approval of the
repairs/alterations to be made, which shall not be unreasonably
withheld.
All repairs/alterations shall be performed in a workmanlike manner
by properly licensed (if required), bonded and insured contractors
in compliance with all applicable' codes, laws and governing
regulations.
It is estimated that the total cost of the repairs/alterations as
above described shall not exceed the total cost of $4,000.00; and
Lessor shall not be obligated to make any repairs/alterations in
excess of this amount.
Title Association Commitment -
COMMITMENT
Attorneys' Title Insurance Fund, Inc.
ORLANDO, FLORIDA
Commitment To Insure Title
ATTORNEYS' TITLE INSURANCE FUND, INC., a Florida corporation, herein called The Fund,
for a valuable consideration, hereby commits to issue its policy or policies of title insurance, as
identified in Schedule A, in favor of the proposed Insured named in Schedule A, as owner or
mortgagee of the estate or interest covered hereby in the land described or referred to in
Schedule A; subject to the provisions of Schedules A and B and to the Conditions and
Stipulations hereof.
This Commitment shall be effective only when the identity of the proposed Insured and the
amount of the policy or policies committed for have been inserted in Schedule A hereof by The
Fund, either at the time of the issuance of this Commitment or by subsequent endorsement.
This Commitment is preliminary to the issuance of such policy or policies of title insurance and
all liability and obligations hereunder shall cease and terminate six months after the effective
date hereof or when the policy or policies committed for shall issue, whichever first occurs,
provided that the failure to issue such policy or policies is not the fault of The Fund.
In Witness Whereof, ATTORNEYS' TITLE INSURANCE FUND, INC. has caused this Commit-
ment to be signed and sealed as of the effective date of Commitment shown in Schedule A, the
Commitment to become valid when countersigned by an authorized signatory.
""till Ill. II'"
,\,,\\~ \NSU~"IIII,,,
{f'~~~:~~r~~1\
"0'. SEAL"-=
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""""'111""\\\\\
Attorneys' TiUe Insurance Fund, Inc.
By ~ ~M&a,
Charles J. Kovaleski
President
SERIAL
c- 2222982
I
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FUND COMMITMENT
Schedule A
Page 1
Commi tmen t No.:
Effective Date: December 12, 1995 at 11:00 PM
Fund File Number 04-95-4152
1. Policy or policies to be issued:
Proposed Amount of Insurance
OWNER'S: OPM
$300,000.00
Proposed Insured:
City of Clearwater, Florida
MORTGAGEE:
Proposed Insured:
2. The estate or interest in the land described or referred to in this commitment is a
fee simple and title thereto is at the effective date hereof vested in:
Clearwater Chamber of Commerce, a non-profit corporation
3. The land referred to in this commitment is described as follows:
Legal Description set forth on "Exhibit "A" attached.
AGENT NO. :
ISSUED BY:
237
RICHARDS,
MAILING ADDRESS:
AGENT'S SIGNATURE
P.A.
1253 Park Street
Clearwater, Florida 34616
Rev. 1. 0
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FUND COMMITMENT
Schedule B
Continued Page 2
Commi tmen t No. :
Fund File Number 04-95-4152
I. The following are the requirements to be complied with:
1.
Payment of the full consideration to, or for the account of, the grantors or
mortgagors.
2.\
@
Instruments creating the estate or interest to be insured which must be
executed, delivered and filed for record:
Warr~ty Deed from WATER CHAMBER OF COMMERCE, a non-profit corporation,
the proposed insured aser(s) .
A determination must be made that there are no unrecorded special assessment
liens or unrecorded liens arising by virtue of ordinances, unrecorded agreements
as to impact or other development fees, unpaid waste fees payable to the county
or municipalit aid service charges under Ch. 159, F.B., or county
dinance
II. Schedule B of the policy or policies to be issued will contain exceptions to the
foll wing matters unless the same are disposed of to the satisfaction of The Fund:
Defects, liens, encumbrances, adverse claims or other matters, if any, created,
first appearing in the publ~,~_. records or attaching subsequent to the effective
hereof but prior...J;c" Eli"e dat he proposed insured acquires for value of
d the estat~~interest or mo age thereon covered by this commitment.
-------------
2. Any owner and mortgagee policies issued pursuan contain under
Schedule B the standard exceptions set forth at the inside cover hereof unless
an affidavit of possession and a satisfactory current survey are submitted, an
inspection of the premises is made, it is determined the current year's taxes or
special assessments have been paid, and it is determined there is nothing of
record which would give rise to construction liens which could take priority
over the interest(s) insured hereunder (where the liens would otherwise take
priority, submission of waivers is necessary).
3. Any owner policy issued pursuant hereto will contain under Schedule B the
following exception: Any adverse ownership claim by the State of Florida by
right of sovereignty to any portion of the lands insured hereunder, including
submerged, filled and artificially exposed lands, and lands accreted to such
lands.
4. Covenants, conditions, and restrictions recorded February 7, 1964 in O.R. Book
1862, Page 407, Public Records of Pinellas County, Florida.
***** END OF DOCUMENT *****
I
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No. 04-95-4152
(Legal ~ription - 128 N. Osceola Avenue)
. . ~
A PORTION OF THE NORTHWE~T. ~ OF THE NORTHEAST ~ OF
SEC'r1:0N 16 I TOWNSHIP 2 9 SOUTti I RANGE 1!S EAST,
PINELLAS COUNTY, FLORIDA, BEING KOR~ PARTICULARLY
DES~BED AS FOLLOWS:
BEGIN AT THE NORTHEAST CORNER OF.. SECTION 16
TOWNSHIP 29 SOUTH, RANGE 15 EAST, pnlELLAS COUNTY;'
FLORIDA, RUN THENCE SOUTH SS.SA' 40" WEST, ALONG THE
NORTH LINE OF.SAID SECTION'16, 1,733:36 FEET, MORE
OR LESS I TO A pOINT OF 'INTERSECTION WITH THE WEST
RIGHT OF WAY LINE OF NORTH OSCEOLA AVENUE AS IT
PRESENTLY EXISTS IN CLEARWATER, FLORIDA; RUN THENCE
SOUTH 00.16'11" EAST ALONG THE WEST' RIGHT OF WAY
LINE OF NORTH.OSCEOLA AVENUE, 5~ FE~ FOR A POINT
OF BEGINNING; FROM SAID P01:NT OF BEGINNING RUN
THENCE SOUTH 00016'17" EAST ALONG THE WEST RIGHT OF
WAY LINE OF NORTH OSCEOLA AvENUE, 1;00 FEET; RUN
THENCE SOUTH 88058'40" WEST, 200 FEET; ~UN THENCE
NORTH 00016 I 17" WEST, 100 PJ:~.; RUN THENCE NORTH
88058140" EAST; 200 FEET TO 1.~E POINT OF BEGINNING.
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Standard Exceptions
,
The owner policy will be subject to the mortgage, if any, noted under item two of Section I of Schedule
B hereof. All policies will be subject to the following exceptions: (I)laxes fef-th.. yp;!r nf tRe effective date
. '0 this It and ta . I assessm . ch are not shown as existing liens by the
/>1')) p -records; (2) rights or claims of partIes in possession no s own by t e public records; (3)
/' U ~ en b line' tes, and any other matters which would be disclosed by
L-/' an a~ an mspe . -pl'emise , nts, or claim ts, not shown by
the p lic records; (5) any lien, or ri ht to a lien, for services, labor, or material heretofore or hereafter
furnishe imposed by I not s 0 the pub..lic rec . _ l_
') r., ~'" ") -:!-'l'ltAA:,7(Ji- 't-t..":7,
., C. ''3 .t.,PV -" -vr' f/
( ;2 ) pt6fif h J!t d ~ .. ~J' 0AAt--rt ~'l J ~wUP:7 cY ..
. ~/ Uru:;?v~'-' C dO 0 d SOul. / ~ &~:t.f'l
.u.u..Y\ ,)" 7i/lt!-tc{ l~kJ on ltIons an tIp atIons ". ?-:. v A-:? /....//.,,/<<:1, )llJP-
CM~'1 0/ ~,~. /e~.n r -J. '7 k~~1.{J t/d'f/t/ ~(; ~: ../ ,..')
1. The term "mortgage," when used herein, shall include deed of trust, trust deed, or other security
instrument.
2. If the proposed Insured has or acquires actual knowledge of any defect, lien, encumbrance, adverse
claim or other matter affecting the estate or interest or mortgage thereon covered by this
Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge
to The Fund in writing, The Fund shall be relieved from liability for any loss or damage resulting
from any act of reliance hereon to the extent The Fund is prejudiced by failure to so disclose such
knowledge. If the proposed Insured shall disclose such knowledge to The Fund, or if The Fund
otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other
matter, The Fund at its option may amend Schedule B of this Commitment accordingly, but such
amendment shall not relieve The Fund from liability previously incurred pursuant to paragraph 3 of
these Conditions and Stipulations.
3. Liability of The Fund under this Commitment shall be only to the named proposed Insured and
such parties included under the definition of Insured in the form of policy or policies committed for
and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with
the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or
create the estate or interest or mortgage thereon covered by this Commitment. In no event shall
such liability exceed the amount stated in Schedule A for the policy or policies committed for and
such liability is subject to the insuring provisions, the Exclusions from Coverage and the Conditions
and Stipulations of the form of policy or policies committed for in favor of the proposed Insured
which are hereby incorporated by reference and are made a part of this Commitment except as
expressly modified herein.
4. Any action or actions or rights of action that the proposed Insured may have or may bring against
The Fund arising out of the status of the title to the estate or interest or the status of the mortgage
thereon covered by this Commitment must be based on and are subject to the provisions of this
Commitment.
(American Land Tin ssociation Owner's Policy-10-17-92) (With Fl 'da Modifications)
OWNER'S TITLE INSURANCE POLICY
---l
AttoIne}S' TItle Insurance Fund, Inc.
ORLANDO, FLORIDA
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM
COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND
STIPULATIONS, ATTORNEYS' TITLE INSURANCE FUND, INC., a Florida
corporation, herein called The Fund, insures, as of Date of Policy shown in Schedule A,
against loss or damage, not exceeding the Amount of Insurance stated in Schedule
A, sustained or incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as
stated therein;
2. Any defect in or lien or encumbrance onthe title;
3. Unmarketability of the title;
4. Lack of a right of access to and from the land.
The Fund will also pay the costs, attorneys' fees and expenses incurred in defense of the title,
as insured, but only to the extent provided in the Conditions and Stipulations.
In ltVztness Whereof, ATTORNElS' TITLE INSURANCE FUND, ING has caused this policy
to be signed and sealed as of Date of Policy shown in Schedule A, the policy to become
valid when countersigned by an authorized signatory.
Attorneys' Title Insurance Fund, Inc.
By
~~
~~
Charles J. Kovaleski
President
SERIAL
OPM-
1146160
-I_,~'__,~-,,-,"' ~..___ """",~_
'-'".......--
FUND FORM OPM (rev. 2/93)
I
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Exclusions from Cov~
The following matters are expressly excluded from the coverage of this policy and The Fund will
not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building and
zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i)
the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any
improvement now or hereafter erected on the land; (iii) a separation in ownership or a change
in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv)
environmental protection, or the effect of any violation of these laws, ordinances or govern-
mental regulations, except to the extent that a notice of the enforcement thereof or a notice
of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the
land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice
of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation
or alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public
records at Date of Policy, but not excluding from coverage any taking which has occurred prior to
Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to The Fund, not recorded in the public records at Date of Policy, but known to
the insured claimant and not disclosed in writing to The Fund by the insured claimant prior
to the date the insured claimant became an insured under this policy;
( c) resulting in no loss or damage to the insured claiman t;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had
paid value for the estate or interest insured by this policy.
4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured
by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar
creditors' rights laws, that is based on:
(a) the transaction creating the estate or interest insured by this policy being deemed a
fraudulent conveyance or fraudulent transfer; or
(b) the transaction creating the estate or interest insured by this policy being deemed a
preferential transfer except where the preferential transfer results from the failure:
(i) to timely record the instrument of transfer; or
(ii) of such recordation to impart notice to a purchaser for value or a judgment or lien
creditor.
Conditio~ and Stipulations (below insert)
I I
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FUND OWNER'S
Schedule
I
POLICY
A
Page 1
Policy No.: OPM- OPM 1146160
Effective Date: December 18, 1995 at 4:27 PM
Fund File Number 04-95-4l52-0PM
R 23543
1 . Name of Insured:
Amount of Insurance: $300,000.00
City of Clearwater, Florida, a Florida Municipal Corporation
2. The estate or interest in the land described herein and which is covered by this
policy is a fee simple and is at the effective date hereof vested in the named
insured as shown by instrument recorded in Official Records Book 9205, Page 625, of
the Public Records of Pinellas County, Florida.
3. The land referred to in this policy is described as follows:
Legal Description set forth on "Exhibit "A" attached.
I, the undersigned agent, hereby certify that
* the transaction insured herein is governed by RESPA,
* if Yes to above, I have performed all "core title agent services."
Yes
Yes
X No
No
AGENT NO. :
ISSUED BY:
047
237
RICHARD, ?:
/ /' /
/ .
SIGNAT~
MAILING ADDRESS:
AL, P.A.
1253 Park Street
Clearwater, Florida 34616
AGENT'S
GILKEY, ET AL
Rev.0.6
I
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No. 04-95 -4152
(Legal Ik:scription - U8 N. Osceola Avenue)
.
. ~
.A. PORTION OF THE NORTHWE.ST. ~ OF THE NORTHEAST ~ OF
SECTION 16, TOWNSHIP 29 SOUTH, RANGE 1.5 EAST,
PINELLAS COUNTY, FLORIDA, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWs:
BEGIN AT THE NORTHEAST CORNER OF. SECTION 16
TOWNSHIP 29 SOUTH, RANGE 15 EAST, pnlELLAS COUNTY,".
FLORIDA, RUN THENCE SOUTH 8 8 · sa I ~ 0 rr WEST, ALONG THE
NORTH LINE OF.SAID SECTION'~6, 1,733:36 FEET, MORE
OR LESS, TO A POINT OF 'INTERSECTION WITH THE WEST
RIGHT OF WAY LINE OF NORTH OSCEOLA 'AVENUE AS IT
FRESENTLY EXISTS IN CLEARWATER, FLORIDA; RUN THENCE
SOUTH 00.16'17" EAST ALONG THE WEST' ~GHT OF WAY
LINE OF NORTH.OSCEOLA AVENUE, S~ FE~ FOR A POINT
OF BEGINNING; FROM SAID POINT OF BEGINNING RON
THENCE SOUTH 00. 16 117" EAST ALONG THE WEST RIGHT OF
WAY LINE OF NORTH OSCEOLA AVENUE, 1,:00 FEET; RUN
THENCE SOUTH 8S-5S'40" WEST, 200 FEET; RUN THENCE
NORTH OO.161~7" WEST, 100 ~~.i RUN THENCE NORTH
SS.SS'.ON EAST; 200 fEET TO ~~E POINT OF BEGINNING.
- ,~
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FUND OWNER'S
Schedule
I
POLICY
B
Continued Page 2
Policy No.: OPM- 1146160 Fund File Number 04-95-4152-0PM
R 23543
This policy does not insure against loss or damage by reason of the following exceptions:
1. Covenants, conditions, and restrictions recorded February 7, 1964 in O.R. Book 1862,
Page 407, Public Records of Pinellas County, Florida.
***** END OF DOCUMENT *****
Conditions and Stipulations
1. DefInition of Tenus
The following terms when used in this policy mean:
(a) "insured": the insured named in Schedule A, and, subject to
any rights or defenses The Fund would have had against the named
insured, those who succeed to the interest of the named insured by
operation oflawas distinguished from purchase including, but not
limited to, heirs, distributees, devisees, survivors;personal represen-
tatives, next of kin, or corporate or fiduciary successors.
(b) "insured claimant": an insured claiming loss or damage.
(c) "knowledge" or "known": actual knowledge, not constructive
knowledge or notice which may be imputed to an insured by reason
of the public records as defined in this policy or any other records
which impart constructive notice of matters affecting the land.
(d) "land": the land described or referred to in Schedule A, and
improvements affixed thereto which by law constitute real property.
The term "land" does not include any property beyond the lines of
the area described or referred to in Schedule A, nor any right, title,
interest, estate or easement in abutting streets, roads, avenues, alleys,
lanes, ways or waterways, but nothing herein shall modify or limit the
extent to which aright of access to and from the land is insured by this
policy.
(e) "mortgage": mortgage, deed of trust, trust deed, or other
.securityinstrument.
(f) "public records": records established under state statutes at
Date of Policy for the purpose of imparting constructive notice of
matters relating to real property to purchasers for value and without
knowledge. With respect to Section l(a) (iv) of the Exclusions from
Coverage, "public records" shall also include environmental protec-
tion liens filed in the records of the clerk of the United States district
court for the district in which the land is located.
(g) "unmarketability of the title": an alleged or apparent matter
affecting the title to the land, not excluded or excepted from
coverage, which would entitle a purchaser of the estate or interest
described in Schedule A to be released from the obligation to
purchase by virtue of a contractual condition requiring the delivery
of marketable title.
2. Continuation of Insurance Mter Conveyance of Title
The coverage of this policy shall continue in force as of Date of
Policy in favor of an insured only so long as the insured retains an
estate or interest in the land, or holds an indebtedness secured by
a purchase money mortgage given by a purchaser from the insured,
or only so long as the insured shall have liability by reason of
covenants of warranty made by the insured in any transfer or
conveyance of the estate or interest. This policy shall not continue in
force in favor of any purchaser from the insured of either (i) an
estate or interest in the land, or (ii) an indebtedness secured by a
purchase money mortgage given to the insured.
3. Notice of CIaim To Be Given by Insured Claimant
The insured shall notity The Fund promptly in writing (i) in case
of any litigation as set forth in Section 4(a) below, (ii) in case
knowledge shall come to an insured hereunder of any claim of title
or interest which is adverse to the title to the estate or interest, as
insured, and which might cause loss or damage for which The Fund
may be liable by virtue of this policy, or (iii) if title to the estate or
interest, as insured, is rejected as unmarketable. If prompt notice
shall not be given to The Fund, then as to the insured all liability of
The Fund shall terminate with regard to the matter or matters for
which prompt notice is required; provided, however, that failure to
notify The Fund shall in no case prejudice the rights of any insured
under this policy unless The Fund shall be prejudiced by the failure
and then only to the extent of the prejudice.
4. Defense and Prosecution of Actions; Duty of Insured Claimant
To Cooperate
(a) Upon written request by the insured and subject to the options
contained in Section 6 of these Conditions and Stipulations, The
Fund, at its own cost and without unreasonable delay, shall provide
for the defense of an insured in litigation in which any third party
asserts a claim adverse to the title or interest as insured, but only as
to those stated causes of action alleging a defect, lien or encum-
brance or other matter insured against by this policy. The Fund shall
have the right to select c< 'msel of its choice (subject to the right of
the insured to objectforreasonable cause) to represent the insured
as to those stated causes of action and shall not be liable for and will
not pay the fees of any other counsel. The Fund will not pay any fees,
costs or expenses incurred by the insured in the defense of those
causes of action which allege matters not insured against by this
policy.
(b) The Fund shall have the right, at its own cost, to institute and
prosecute any action or proceeding or to do any other act which in
its opinion may be necessary or desirable to establish the title to the
estate or interest, as insured, or to prevent or reduce loss or damage
to the insured. The Fund may take any appropriate action under the
terms of this policy, whether or not it shall be liable hereunder, and
shall not thereby concede liability or waive any provision of this
policy. If The Fund shall exercise its rights under this paragraph, it
shall do so diligently.
(c) Whenever The Fund shall have brought an action or inter-
posed a defense as required or permitted by the provisions of this
policy, The Fund may pursue any litigation to final determination
by a court of competent jurisdiction and expressly reserves the right,
in its sole discretion, to appeal from any adverse judgment or order.
(d) In all cases where this policy permits or requires The Fund to
prosecute or provide for the defense of any action or proceeding, the
insured shall secure to The Fund the right to so prosecute or provide
defense in the action or proceeding, and all appeals therein, and permit
The Fund to use, at its option, the name of the insured for this purpose.
Wheneverrequested by The Fund, the insured, at The Fund's expense,
shall give The Fund all reasonable aid (i) in any action or proceeding,
securing evidence, obtaining witnesses, prosecuting or defending the
action or proceeding, or effecting settlement, and (ii) in any other lawful
act which in the opinion of The Fund may be necessary or desirable to
establish the title to the estate or interest as insured. IT The Fund is
prejudiced by the fu.iIure of the insured to furnish the required coopera-
tion, The Fund's obligations to the insured under the policy shall
tenninate, including any liability or obligation to defend, prosecute, or
continue any litigation, with regard to the matter or matters requiring
such cooperation.
5. Proof of Loss or Damage
In addition to and after the notices required under Section 3 of
these Conditions and Stipulations have been provided The Fund, a
proof ofloss or damage signed and sworn to by the insured claimant
shall be furnished to The Fund within 90 days after the insured
claimantshall ascertain the facts giving rise to the loss or damage. The
proof of loss or damage shall describe the defect in, or lien or
encumbrance on the title, or other matter insured against by this
policy which constitutes the basis of loss or damage and shall state,
to the extent possible, the basis of calculating the amount of the loss
or damage. If The Fund is prejudiced by the failure of the insured
claimant to provide the required proof of loss or damage, The
Fund's obligations to the insured under the policy shall terminate,
including any liability or obligation to defend, prosecute, or continue
any litigation, with regard to the matter or matters requiring such
proof ofloss or damage.
In addition, the insured claimant may reasonably be required to
submit to examination under oath by any authorized representative
of The Fund and shall produce for examination, inspection and
copying, at such reasonable times and places as may be designated
by any authorized representative of The Fund, all records, books,
ledgers, checks, correspondence and memoranda, whether bear-
ing a date before or after Date of Policy, which reasonably pertain
to the loss or damage. Further, if requested by any authorized
representative of The Fund, the insured claimant shall grant its
permission, in writing, for any authorized representative oIThe Fund
to examine, inspect and copy all records, books, ledgers, checks,
correspondence and memoranda in the custody or control of a third
party, which reasonably pertain to the loss or damage. All information
designated as confidential by the insured claimant provided to The
Fund pursuant to this Section shall not be disclosed to others unless,
in the reasonable judgment of The Fund, it is necessary in the
administration of the claim. Failure of the insured claimant to submit
for examination under oath, produce other reasonably requested
information or grant permission to secure reasonably necessary
r.nnrlitinm.: anrl Stinnlatinn~ (rnntinnpcJ on folJowinp" naP"P)
information from third parties as required in this paragraph shall
terminate any liability of The Fund under this policy as to that claim.
Conditions and Stipulations (continued)
6. Options To Payor Otherwise Settle Claims;
Termination of liability
In case of a claim under this policy, The Fund shall have the
following additional options:
(a) To Payor Tender Payment of the Amount of Insurance.
To payor tender payment ofthe amount of insurance under this
policy together with any costs, attorneys' fees and expenses incurred
by the insured claimant, which were authorized by The Fund, up to
the time of payment or tender of payment and which The Fund is
obligated to pay.
Upon the exercise by The Fund of this option, all liability and
obligations to the insured under this policy, other than to make the
payment required, shall terminate, including any liability or obliga-
tion to defend, prosecute, or continue any litigation, and the policy
shall be surrendered to The Fund for cancellation.
(b) To Payor Otherwise Settle With Parties Other than the
Insured or With the Insured Claimant.
(i) to payor otherwise settle with other parties for or in the
name of an insured claimant any claim insured against under this
policy, together with any costs, attorneys' fees and expenses incurred
. by the insured claimant which were authorized by The Fund up to
the time of payment and which The Fund is obligated to pay; or
(ii) to payor otherwise settle with the insured claimant the loss
or damage provided for under this policy, together with any costs,
attorneys' fees and expenses incurred by the insured claimant
which were authorized by The Fund up to the time of payment and
which The Fund is obligated to pay.
Upon the exercise by The Fund of either of the options provided
for in paragraphs (b)(i) or (ii), The Fund's obligations to the
insured under this policy for the claimed loss or damage, other than
the payments required to be made, shall terminate, including any
liability or obligation to defend, prosecute or continue any litigation.
7. Determination, Extent of liability and Coinsurance
This policy is a contract of indemnity against actual monetary loss
or damage sustained or incurred by the insured claimant who has
suffered loss or damage by reason of matters insured against by this
policy and only to the extent herein described.
(a) The liability of The Fund under this policy shall not exceed the
least of:
(i) the Amount of Insurance stated in Schedule A; or,
(ii) the difference between the value of the insured estate or
interest as insured and the value of the insured estate or interest
subject to the defect, lien or encumbrance insured against by this
policy.
(b) (This paragraPh dealing with Coinsurance was removed from
Flurida policies.)
(c) The Fund will pay only those costs, attorneys' fees and expenses
incurred in accordance with Section 4 of these Conditions and
Stipulations.
8. Apportionment
If the land described in Schedule A consists of two or more parcels
which are not used as a single site, and a loss is established affecting
one or more of the parcels but not all, the loss shall be computed and
settled on a pro rata basis as if the amount of insurance under this
policy was divided pro rata as to the value on Date of Policy of each
separate parcel to the whole, exclusive of any improvements made
subsequent to Date of Policy, unless a liability or value has otherwise
been agreed upon as to each parcel by The Fund and the insured at
the time of the issuance of this policy and shown by an express
statement or by an endorsement attached to this policy.
9. Limitation of Liability
(a) If The Fund establishes the title, orremoves the alleged defect,
lien or encumbrance, or cures the lack of a right of access to or from
the land, or cures the claim of unmarketability of title, all as insured,
in a reasonably diligent manner by any method, including litigation
and the completion of any appeals therefrom, it shall have fully
performed its obligations with respect to that matter and shall not
be liable for any loss or damage caused thereby.
(b) In the event of any litigation, including litigation by The Fund
or with The Fund's consent, The Fund shall have no liability for loss
or damage until there has been a final determination by a court of
competent jurisdiction, and disposition of all appeals therefrom,
adverse to the title as insured.
(c) The Fund shall not be liable for loss or damage to any insured
for liability voluntarily assumed by the insured in settling any claim
or suit without the prior written consent of The Fund.
10. Reduction of Insurance; Reduction or Termination
of liability
All payments under this policy, except payments made for costs,
attorneys' fees and expenses, shall reduce the amount of the
insurance pro tanto.
11. liability Noncumulative
It is expressly understood that the amount of insurance under this
policy shall be reduced by any amount The Fund may pay under any
policy insuring a mortgage to which exception is taken in Schedule
B or to which the insured has agreed, assumed, or taken subject, or
which is hereafter executed by an insured and which is a charge or
lien on the estate or interest described or referred to in Schedule A,
and the amount so paid shall be deemed a payment under this policy
to the insured owner.
12. Payment of Loss
(a) No payment shall be made without producing this policy for
endorsement of the payment unless the policy has been lost or
destroyed, in which case proof of loss or destruction shall be
furnished to the satisfaction of The Fund.
(b) When liability and the extent of loss or damage has been
definitely fixed in accordance with these Conditions and Stipula-
tions, the loss or damage shall be payable within 30 days thereafter.
13. Subrogation Upon Payment or Settlement
(a) The Fund's Right of Subrogation.
Whenever The Fund shall have settled and paid a claim under this
policy, all right of subrogation shall vest in The Fund unaffected by
any act of the insured claimant.
The Fund shall be subrogated to and be entitled to all rights and
remedies which the insured claimant would have had against any
person or property in respect to the claim had this policy not been
issued. If requested by The Fund, the insured claimant shall transfer
to The Fund all rights and remedies against any person or property
necessary in order to perfect this right of subrogation. The insured
claimant shall permit The Fund to sue, compromise or settle in the
name of the insured claimant and to use the name of the insured
claimant in any transaction or litigation involving these rights or
remedies.
If a payment on account of a claim does not fully cover the loss of
the insured claimant, The Fund shall be subrogated to these rights
and remedies in the proportion which The Fund's payment bears
to the whole amount of the loss.
If loss should result from any act of the insured claimant, as stated
above, that act shall not void this policy, but The Fund, in that event,
shall be required to pay only that part of any losses insured against
by this policywhich shall exceed the amount, if any, lost to The Fund
Conditiom and Stipulatiom (continued on reverse page)
JL
II
Conditions and Stipulations (continued)
by reason of the impairment by the insured claimant of The Fund's
right of subrogation.
(b) The Fund's Rights Against Non-insured Obligors.
The Fund's right of subrogation against non-insured obligors
shall exist and shall include, without limitation, the rights of the
insured to indemnities, guaranties, other policies of insurance or
bonds, notwithstanding any terms or conditions contained in
those instruments which provide for subrogation rights by reason
of this policy.
14. Arbitration
Unless prohibited by applicable law, arbitration pursuant to the Title
Insurance AriJitration R1.des of the AmericanAtbitration Association may
be demanded if agreed to by both The Frmd and the insured. AriJitrable
matters may include, but are not limited to, wry oontroveny or claim
between The Frmd and the insured arising out of or relating to this policy,
and seroU:e of The Frmd in connection with its issuance or the brecuh of a
policy provision or other obligation. AriJitrationpursuantto thispolicy and
rmder the R1.des in effect on the date the demand for arbitration is made or,
. at the rtption of the insured, the Rules in effect at Date of Policy shall be
bindingupon the parties. The award may include atwmeys'fees only if the
laws of the state in whim the land is located pennit a court to award
attorneys' fees to a prevailing party. Judgment upon the award rendered
by the Arbitrator( s) may be entered in wry court having jurisdiction
thereof.
The law of the situs of the land shall apply to an arbitration under
the Tide Insurance Arbitration Rules.
A copy of the Rules may be obtained from The Fund upon request
15. liability Limited to this Policy; Policy Entire Contract
(a) This policy together with all endorsements, if any, attached
hereto by The Fund is the entire policy and contract between the
insured and The Fund. In interpreting any provision of this policy,
this policy shall be construed as a whole.
(b) Any claim ofloss or damage, whether or not based on negli-
gence, and which arises out of the status of the tide to the estate or
interest covered hereby or by any action asserting such claim, shall be
restricted to this policy.
(c) No amendment of or endorsement to this policy can be made
except by a writing endorsed hereon or attached hereto signed by
either the President, a Vice President, or Agent of The Fund.
16. Severability
In the event any provision of the policy is held invalid or unen-
forceable under applicable law, the policy shall be deemed not to
include that provision and all other provisions shall remain in full
force and effect.
17. Notices, Where Sent
All notices required to be given The Fund and any statement in
writing required to be furnished The Fund shall include the
number of this policy and shall be addressed to The Fund at its
principal office at Post Office Box 628600, Orlando, Florida
32862-8600.
I
I
ESCROW AGREEMENT
This Agreement is Made and Entered into this -zsI~ay of j} -e~C- _
1995, between the Greater Chamber of Commerce as ("Chamber"), and the City of
Clearwater, Florida, a municipal corporation of the State of Florida ("City").
Chamber agrees to deposit with Richards, Gilkey, P.A. Trust Account the
amount of Four Thousand Five Hundred Dollars ($4,500) to be held in escrow for a
period of one year from the date of this Agreement under the following terms and
conditions:
1. Chamber hereby agrees that the City may demolish or otherwise dispose
of the structure located at 128 North Osceola Avenue, Clearwater, Florida 34615.
2. Chamber agrees that it is responsible for all costs up to Nine Thousand
Dollars ($9,000) for an asbestos abatement program to be chosen by the City for the
removal of asbestos from the above-referenced property. Chamber has granted City
Four Thousand Five Hundred Dollars ($4,500) credit at closing as a partial payment of
this obligation. Any cost of asbestos abatement by the City that exceeds that Four
Thousand Five Hundred Dollars ($4,500) shall be paid from escrowed funds.
3. Chamber agrees that upon the City's written request, escrow agent shall
release the amount specified by City for the above stated purpose by escrow check
payable to the City of Clearwater.
4. City agrees that any amount remaining in said escrow account upon
termination of this Escrow Agreement will be returned to Chamber.
GREATER CLEARWATER
fH~~BER OF FOMMERCE
~\ b~c
'-
CITY OF CLEARWATER
BY~~ ~
ohn Carassas, Asst. City Attorney