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ARTHER CORNWELL CHESNUT SR AND THOMAS T CHESNUTr � • CONTRACT FOR PURCHASE OF REAL PROPERTY BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA PARTIES: ARTHUR CORNWELL CHESNUT, SR., AS TRUSTEE OF THE ARTHUR COR��WELL CHESNUT, SR. AND JEANNE CASSENS CHESNUT JOINT REVOCABLE TRUST dated F�bruary 27, 1991, as restated November 3, 2007, and THOMAS T. CHESNUT, individually (herein "��eller"), and the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLOF�IDA, a public body corporate and politic of the State of Florida, (herein "Buyer" or "City") of 112 South C)�sceola Avenue, Clearwater, FL 33756, (collectively "Parties") hereby agree that the Seller shall sell ancl Buyer shall buy the following real property ("Property") upon the following terms and conditions. 1. PROPERTY DESCRIPTION LEGAL DESCRIPTION: See Exhibit "A" attached hereto and by this reference, incorporated he�rein. PERSONALTY: NONE 2. FULL PURCHASE PRICE ..................................................................................... $120,OC10.00 3. MANNER OF PAYMENT: Wire transfer or City of Clearwater check in U.S. funds at time of closing .............................. $120,()00.00 4. PURCHASE PRICE The Full Purchase Price as shown herein has been reached through negotiations with the Seller by City of Clearwater staff. The Purchase Price is based upon an appraisal by James Millsp��ugh & Associates, Inc. 5. TIME FOR ACCEPTANCE; APPROVALS Following execution of this contract by Seller, the price, terms and conditions as contained here�in shall remain unchanged and be held unconditionally open for a period of 45 days following deliivery in duplicate original to City Manager of the City of Clearwater for acceptance and approval, countE�r-offer, or rejection by action of the Clearwater City Council ("Council"). If this agreement is accept.�d and approved by the Council, it will be executed by duly authorized City officials and delivered tc� Buyer within 10 days thereafter. If a counter-offer is approved by the Council, it shall be delivered to ;>eller in writing within 10 days of such action by the City Council, and Seller shall have 10 days there�:after to deliver to Buyer written notice of acceptance or rejection of such counter-offer. If written rnc�tice of acceptance is not timely delivered, or if the counter-offer is rejected by Seller, this contra��t shall thereafter be null and void in all respects. If this contract is rejected by the Council upon initial presentation to the Council, this contract shall be null and void in all respects and Buyer shall be so informed in writing within 5 days of such action. 6. TITLE Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory VV'arranty Deed, subject only to matters contained in Paragraph 7 acceptable to Buyer. Otherwise title :'hall 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 no others l � provided there exists at closing no violation of the foregoing and none of them prevents Buyer's intended use of the Property. Seller warrants and represents that there is ingress and egress t�c� the Property sufficient for the intended use as described herein. 7. TITLE EVIDENCE Seller shall, at Seller expense and within 15 days prior to closing date deliver to Buyer a title insurance commitment 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 b�fore closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptioins 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 there�fter, 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 hawe the option of either accepting the title as it then is or withdrawing from this Contract. Seller will, if 1.�tle is found unmarketable, make diligent effort to correct defect(s) in title within the time provided the�efor, including the bringing of necessary suits. 8. 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 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 covenarits or applicable governmental regulation, the same shall constitute a title defect. The survey sh��ll be performed to minimum technical standards of the Florida Administrative Code and may incl��de a description of the property under the Florida Coordinate System as defined in Chapter 177, FBorida Statutes. 9. CLOSING PLACE AND DATE Seller shall designate closing agent and this transaction shall be closed in the offices of the designated closing agent in Pinellas County, Florida, no later than June 30, 2013, unless extended by other provisions of this contract. If either party is unable to comply with any provision of this contract uvithin 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 othe� party, time of closing may be extendpd up to 60 days without effect upon any other term, covenant or condition contained in this contract. The City of Clearwater shall retain $10,000 of purchase proceeds at time of closing in an interest bE�aring trust account in accordance with the terms and provisions of that certain Business Lease Contr�ct as referenced in paragraph 32 hereof. 10. CLOSING DOCUMENTS Seller shall furnish closing statements for the respective parties, deed, bill of sale (if applic;able), mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corr�ective instruments. If Seller is a corporation, Seller shall deliver a resolution of its Board of Dir��ctors 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 loc��l law. Page 2 of 8 � , 11. CLOSING EXPENSES Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Fll�orida Statutes, shall be paid by the Seller. Seller shall also pay the costs of recording any corre;ctive instruments. Recordation of the deed shall be paid by Buyer. 12. PRORATIONS: CREDITS Any governmental assessments levied of record and accruing against the Property shall be paid by Seller at time of closing. As it is the intent of the parties that the Seller shall Lease back and rem�ain in occupancy of the Property following closing and until December 31, 2013, no ad valorem taxes shall be prorated and collected through the day prior to closing. Seller, being a non-exempt entity, as provicled in the referenced Lease appended hereto as EXHIBIT "B" and an integral part hereof, shall be� fully responsible and obligated for the payment of all intangible and real property taxes assessed anc� due during its ownership of the Property, as well as during and throughout the full term of the Lease. 13. OCCUPANCY Buyer and Seller hereby recognize that the Property is occupied by Seller and Seller's tenant, Ace Auto and Marine Electric, Inc. (Ace Auto). Seller warrants that a lease with Ace Auto in effect at the tirme of closing ("Subtenant Lease") shall not provide for a term extending beyond December 31, 2013. ,:ieller warrants that there are no other leases, agreements, or contracts of any kind for occupancy c�f the Property. Further, Seller shall not enter into any lease, agreement or contract of any kin� for occupancy of the Property other than with Ace Auto as provided herein. 14.LEASES Seller shall, not less than 15 days before closing, furnish to Buyer copies of all written lease;r and estoppel letters from each tenant specifying the nature and duration of the tenant's occupancy, irental 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 iin the form of a Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information. Notwithstanding the provisions above, the Parties acknowledge and agree that Seller may contin�ue to occupy the Property under a Business Lease Contract befinreen the City and Seller as provided For in paragraph 32 below and Seller may sublease the Property and collect rents pursuant to said Bus,iness Lease Contract for a period not to exceed the Seller's occupancy. 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 is disclosed herein in Paragraph 21 ("SELLER WARRANTIES"') and marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represPnted in the following paragraph. a. As Is With Right of Inspection: Buyer may, at Buyer expense and until March 31, 2013 ("Inspection Period"), conduct inspections, tests, environmental and any other investigations caf the Property Buyer deems necessary to determine suitability for Buyer's intended use. Upon S��tler's execution hereof, Seller shall grant reasonable access to the Property to Buyer, its agents, contr<�ctors Page 3 of 8 � . 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, u�pon 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 w�ritten notice to Seller prior to expiration of the Inspection Period if the inspections and/or investigations r��veal conditions which are reasonably unsatisfactory to Buyer, including environmental contamination. In the alternative, at the Buyer's sole discretion, if Seller offers to repair or otherwise remedy such conditions to Buyer satisfaction, Buyer may accept such offer; or Buyer, at its option, may elect to accept a�;;redit at closing of the total estimated repair costs as determined by a licensed general contractor of Buiyer's selection and expense. If Buyer terminates this contract, and this transaction does not close, E3uyer agrees, at Buyer expense, to repair all damages to the Property resulting from the inspection;� and investigations and return the Property to its present condition. 16. WALK-THROUGH INSPECTION At a time mutually agreeable befinreen 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 ,Seller obligations and to insure that all Property is in and on the premises. No new issues may be raisecl 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 st,�tute, F.S. 768.28, agrees to indemnify and hold harmless the Seller from claims of injury to persons or property during the inspections and investigations described in Paragraph 15(a) resulting from Biayer's own negligence only, or that of its employees or agents only, subject to the limits and restrictions ��f the sovereign immunity statute. 18. RISK OF LOSS If the Property is damaged at no fault of either party hereto by fire or other casualty before clasing, neither party hereto shall have the obligation to restore the property and this contract shall remain in full force and effect. However, Seller may, at Seller's sole cost and expense, restore the property to its original condition for the purpose of maintaining the leasehold interest as described in paragra�:,h 32 below. If Seller does not restore the Property, the Lease shall be null and void. 19. PROCEEDS OF SALE: CLOSING PROCEDURE The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrc�w by Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer tlhan 5 days from and after closing, during which time evidence of title shall be continued at Buyer's expertise to show title in Buyer, without any encumbrances or change which would render Seller's title unmarkE:table from the date of the last title evidence. If Seller's title is rendered unmarketable through no fault �af 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 cuire the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by Buyer and uvithin 5 days after demand, be returned to Buyer and simultaneously with such repayment, Buyer shall v�acate the Property and reconvey it to Seller by special warranty deed. If Buyer fails to make timely demand Page 4 of 8 , ° . for refund, Buyer shall take title "as is", waiving all rights against Seller as to any except as may be available to Buyer by virtue of warranties contained in the deed. closing procedure required by this provision may be waived if title agent insure pursuant to Section 627.7841, F.S. (1987), as amended. 20. DEFAULT intervening clefect The escrovv and s adverse m�atters 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 unilaterally canc��l this agreement upon giving written notice to Seller. If this transaction is not closed due to any defa�ult or failure on the part of the Buyer, Seller may seek specific performance. If a Broker is owed a brok�erage 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 affect the value �af the Property, or which would be detrimental to the Property, or which would affect Buyer's desire to purchase the property except as follows: (Specifv known defects. If none are known, write "NG� �� o r� Buyer shall have the number of days granted in Paragraph 15(a) above ("Inspection Perio�d") to investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buy�er will close on this contract nofinrithstanding 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 sha11 bind and inure to the benefit of the parties and their successors in interest. Whenever the context pe�rmits, 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 Page 5 of 8 parties to this contract, 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 is not assignable. The terms "Buyer", "Seller", and "Broker" (if any) may be singu!lar or plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives, successors and assigns (if assignment is permitted). 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 tlhem. 28. BROKER REPRESENTATION Seller is not represented by a Licensed Real Estate Broker upon Seller's execution hereof. SI�►ould Seller choose to obtain the services of a License Real Estate Broker, Seller shall be responsible fo�r any Broker fee or expense due to said Broker. 29. EFFECT OF PARTIAL INVALIDITY The invalidity of any provision of this contract will not and shall not be deemed to affect the valiclity of any other provision. In the event that any provision of this contract is held to be invalid, the p�rties agree that the remaining provisions shall be deemed to be 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 thereor� shall be deemed an original. 32. BUSINESS LEASE CONTRACT ADDENDUM It is agreed by and between the Parties that execution, implementation and fulfillment of the terms and provisions of that certain Business Lease Contract respective to the Property, an exact copy of wFiich is appended hereto as EXHIBIT "B", is integral, appurtenant to and a part of this Contract, and vvill be executed and effective as of the closing date. Page 6 of 8 1 ,/ � 33. 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, memorand�� 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. 34. ESCROW AGENT Escrow Agent is acting as a stakeholder only with respect to the Lease Deposit and shall have no liability except for willful or wanton negligence. If there is any dispute as to whether Escrow Ag�nt is obligated to deliver the Deposit or as to whom the Lease Deposit is to be delivered, Escrow Agen1: shall refuse to make any delivery, and shall continue to hold the Lease Deposit in Escrow until receipt by Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the delivery caf the Lease Deposit. In the absence of such authorization, Escrow Agent shall hold the Lease Deposit iantil a final determination of the rights of the Parties in an appropriate judicial proceeding. If such vuritten authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days of the expiration or termination of the Lease, then Escrow Agent may commence a proceeding to dE�posit the Lease Deposit in a court of competent jurisdiction pending such determination. The party determined not to be entitled to the Lease Deposit shall reimburse Escrow Agent for all costy and expenses of such proceeding, including, without limitation, reasonable attorneys' fees and expe�nses, incurred by Escrow Agent. Upon delivery of the Lease Deposit in any of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder. The Remainder of This Page Intentionally Left Blank Page7of8 f EXECUTED this Z� day of �n N� ii M Attest: -� ( i Kt -U, -e,,/ � Print Name � � � . `� �� ' , (,��-�.a�r�..� ��2t�,�� L, �<r� s�/c�T Print N ma e 2013 by Seller. ARTHUR CORNWELL CHESNUT, SR. AND JEA►NNE CASSENS CHESNUT JOINT REVOCABLE TFtUST dated February 27, 1991, as restated Novemkner 3, 2007, and THOMAS T. CHESNUT individually � i�,1'�` �b..�-r �c�-t-��� ( � �-� ���` By: Arthur Cornwell Chesnut, Sr. as T�ustee = �� �//L _ ►�i �C� t•� � • �- �- � - � � - APPROVED BY BUYER & EFFECTIVE this 1�- day of ___�t.u..�h��=,r , 2013. Approved as to form: 1� � � �7i.r,�- � L�ura Lipowski Mahony Assistant City Attorney COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By_ � l�p,c?���/� C�C��1 George N. Cretekos, Chairperson Attest: Rosemarie Call City Clerk Page 8 of 8 ��Q � tE �� S��'�' ' � �_ �Dt FLD���P ���, . ' . s�o�e �" = 50' EXHIBIT "A" This is not a survey ' � ' l: I _.. — — soarH x�w — — — SARAH McMULLEN REPLA T � 1-41 — — —Vacated 15.4' Ailey Way-OR 6228-1131� 1 Pa 16 17 OR 16428 �pes 225-227 ////. OR 16428 'ages 225-227 . _. _:_. .. . _ .. .._; . _ 3 L 18 COACHMAN HEIGHTS SUBDIVISION REPLAT 4 20 - 26 19 Legal Description: Parcel I and Parcel II, as described in the Official Records Book 16428, Pages 225-227 of the Public Records of Pinellas County, along with that portion of the vacated 15.4 foot alley way, described in the Official Records Book 6628, Page I 131 of the Public Records of Pinellas County, abutting each said parcel. _,���illll�����llll�m,._ . - � a 3 � I W � Zw > Q � � C9 Z Y � W � � � z F � � i � • Exhibit "B" On the following 11 pages Business Lease Contract Befinreen COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA G��I ARTHUR CORNWELL CHESNUT, SR., AS TRUSTEE OF THE ARTHUR CORNWELL. CHESNUT, SR. AND JEANNE CASSENS CHESNUT JOINT REVOCABLE TRUST dated February 27, 1991, as restated November 3, 2007, and THOMAS T. CHESNUT, individually iJ � � ExNiB�T R - c4NY• BUSINESS LEASE CONTRACT THIS BUSINESS LEASE CONTRACT, entered into this day of , 201.3, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWA'TER, FLORIDA, a public body corporate and politic of the State of Florida, whose address is 112 S. Os<;eola Avenue, Clearwater, Florida, as Lessor, and ARTHUR CORNWELL CHESNUT, SR., AS TRU��TEE OF THE ARTHUR CORNWELL CHESNUT, SR. AND JEANNE CASSENS CHESNUT Jt�INT REVOCABLE TRUST dated February 27, 1991, as restated November 3, 2007, and THOMA,S T. CHESNUT, individually, whose address is 2650 Pearce Drive # 407, Clearwater, Florida 3376��, as Lessee. WITNESSETH: That the Lessor does lease to the Lessee the following described property located in Pinellas County, Florida: See EXHIBIT "A" attached hereto and by this reference incorporated herein. Such property shall hereinafter be referred to as the "Leased Premises" or the "Den�ised Premises" or the "Leased Property." 1. LEASE TERM. The term of this lease shall commence on the day of closing of that certain Contrac;t for Purchase of Real Property by and between the Parties entered into the da,y of , 2013 and shall remain in full force and effect for a period of six (6) m�anths ("Lease Term"). If Lessee is not in default of any lease provision, Lessee shall further hav�� the privilege and option of terminating this Lease prior to the expiration hereof, upon giving Lessc�r not less than thirly (30) days written notice prior to vacating the Lease Premises, and fully payinc� any and all costs, including, but not limited to, rent, utilities, taxes and insurance expenses for rvhich Lessee is responsible, through the effective date of termination. 2. RENT. The Lessee agrees to pay and the Lessor agrees to accept as rent during the term of this lease the sum of One and 00/100 Dollars ($1.00), and other good and valuable consideration, incl�uding compliance with the terms and conditions of this Lease, the receipt and sufficiency of which is h�areby acknowledged. . 3. ESCROW DEPOSIT. Lessee shall deposit with Lessor, on the signing of this lease, the sum of Ten Thousani� and 00/100 Dollars ($10,000.00) as security for the performance of Lessee's obligations under this I�ease, including without limitation the surrender of possession of the premises to Lessor as herein provided. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the term of this lease. , ' � 4. USE OF PREMISES. The premises are leased to Lessee solely for the following uses and no other use can be made of the premises during the term without the written consent of the Lessor: The premises will be �used by Lessee in continuance of the existing business operation as an automobile repair shop. Further, Lessee may continue to sublease the property to Ace Auto and Marine Electric, Inc. ("Subles:�ee") occupying portions of the Property on the effective date hereof under existing terms and conditions. Lessee shall not enter into any new sublease(s) and shall not change the terms of any existing sublease. Any and all subleases shall terminate and the Leased Property shall be vacant at the expiration or termination of the Lease Term. Seller warrants that prior to Lessor's acquisition o�f the Demised Property, Sublessee is on a month-to-month lease with Seller and Sublessee i�� not permitted to occupy the Demised Property beyond the six-month Lease Term as provide�d in paragraph 1 above. 5. UTILITIES. Water, sewer, electric and all other utilities of any kind shall be billed directly to Lessee or Ace Auto and are or shall be individually metered for the subject premises. All deposits for such uti�lities shall be the sole responsibility of Lessee. 6. COMMON AREA MAINTENANCE AND TAXES. Lessee shall be responsible for the common area maintenance expenses on the Leased Property. If any ad valorem taxes, intangible property taxes, personal property taxes, or other liens or taxes of any kind are assessed or levied lawfully on the Leased Property, based on the Les;�ee's use of the Leased Properiy during the Lease Term, the Lessee agrees to pay all such taxes, assessments or liens, within thirty (30) days after receiving written notice from the Lessor. In the event the Lessee fails to pay all such taxes assessed or levied on the Proporty within thirty (30) days after receiving written notice, the Lessor may, at its sole option, pay such taxes, lien:�, or assessments, subject to immediate reimbursement thereof together with any interest, calculatE�d at the maximum rate allowed by law, and any administrative costs incurred by the Lessor, which shall be considered additional rent due hereunder. Failure of the Lessee to pay any taxes or assessments pursuant to this paragraph will constitute a material default of this Lease. 7. OBSERVANCE OF LAWS AND ORDINANCES. Lessee agrees to observe, comply with and execute promptly at its expense during the Lease Term, all laws, rules, requirements, orders, directives, codes, ordinances and regulation�s of governmental authorities and agencies and of insurance carriers which relate to its use or occupancy of the Leased Premises. 8. ASSIGNMENT OR SUBLEASE. Lessee shall not, without first obtaining the written consent of Lessor, assign, mortc�age, pledge, or encumber this lease, in whole or in part, other than sublet as provided for in Paragr�iph 4 above. This covenant shall be binding on the legal representatives of Lessee, and on every person to whom Lessee's interest under this lease passes by operation of law, but it shall not apply i:o an Page 2 of 9 � � assignment or subletting to the parent or subsidiary of a corporate lessee or to a transfer of the leasehold interest occasioned by a consolidation or merger involving such lessee. If the premises are sublet or occupied by anyone other than Lessee or approved Suble:>see, and Lessee is in default hereunder, or if this lease is assigned by Lessee, Lessor may collect rent from the assignee, unauthorized subtenant, or unauthorized occupant, and apply the net amount collected to the rent herein reserved. No such collection shall be deemed a waiver of the cove:nant herein against assignment and subletting, or the acceptance of such assignee, subtenan�t, or occupant as Lessee, or a release of Lessee from further performance of the covenants herein contained. 9. ALTERATIONS AND IMPROVEMENTS. The Lessee shall not make any structural alterations or modifications or improvements uvhich are part of the Leased Property without the written consent of the Lessor, and any such modifica,tions or additions to said property shall become the property of the Lessor upon the termination o�f this lease or, at Lessor's option, the Lessee shall restore the Leased Property at Lessee's expense to its original condition. The restrictions of this paragraph shall not apply to maintenance of the Le�ased Property, but shall apply to any change which changes the architecture or purpose of the property or which changes any of the interior walls of the improvements or which annexes a fixture to any part of the Leased Property which cannot be removed without damage thereto. In the event Lessee de�sires to make any alterations or modifications, written notice shall be given to the Lessor. Unles:� the Lessor objects to such proposals by notice to Lessee within twenty (ZO) days after written notice from Lessee, the proposal shall be deemed approved. Lessee shall have no power or authority to permit mechanics' or materialmen's liens to be placed upon the Leased Property in connection with maintenance, alterations or modifications. Lessee shall, within fifteen (15) days after notice from Lessor, discharge any mechanic's liens for materials or labor claimed to have been furnished to the premises on Lessee's behalf. Not later than the last day of the term Lessee shall, at Lessee's expense, remove all of Lessee's personal property and those improvements made by Lessee tivhich have not become the property of Lessor, including trade fixtures and the like. All property rem��ining on the premises after the last day of the term of this lease shall be conclusively deemed abandoned and may be removed by Lessor and Lessee shall reimburse Lessor for the cost of such removal.. 10. RISK OF LOSS. All personal property placed or moved in the premises shall be at the risk of the Less�ee or owner thereof. The Lessor shall not be responsible or liable to the Lessee for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining prernises or any part of the premises adjacent to or connected with the premises hereby leased or any part of the building which the Leased Premises are a part of or any loss or damage resulting to the Le:ssee or its property from bursting, stopped up or leaking water, gas, sewer or steam pipes unless the same is due to the negligence of the Lessor, its agents, servants or employees. 11. RIGHT OF ENTRY. The Lessor, or any of its agents, shall have the right to enter said premises during all reasonable hours, to examine the same to make such repairs, additions or alterations as m��y be deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit Page3of9 , � � said premises. The right of entry shal► likewise exist for the purpose of removing placards, signs, fixtures, alterations or additions, which do not conform to this agreement. 12. RESTORING PREMISES TO ORIGINAL CONDITION. Lessee represents that the premises leased are in good, sanitary and tenantable condition for use by Lessee. Lessee's acceptance or occupancy of the Leased Premises shall constitute a recognition of such condition. Lessee hereby accepts the premises in the condition they are in ��t the beginning of this lease and agrees to maintain said premises in the same condition, order and repair as they are at the commencement of said term, and to return the premises to their original condition at the expiration of the term, excepting only reasonable wear and tear arising from the use th�reof under this agreement. The Lessee agrees to make good to said Lessor immediately upon demand, any damage to water apparatus, or electric lights or any fixture, appliances or appurtenances of said premises, or of the walls or the building caused by any act or neglect of Lessee or of any pers��n or persons in the employ or under the control of the Lessee. 13. INSURANCE Lessee agrees to comply with all terms, provisions and requirements contained in Exhibit "B" attached hereto and made a part hereof as if said document were fully set forth at length herein. 14. MAINTENANCE. Lessor shall keep the foundation, outer walls, roof and buried conduits of the premises in good repair, except that the Lessor shall not be called on to make any such repairs occasioned b�y the negligence of the Lessee, its agents, express or implied invitees, or employees. Lessee shall keep the inside of said premises and the interior doors, windows and window frames of said premises in good order, condition and repair and shall also keep the premises in a clean, sanitary and safe condition in accordance with law and in accordance with all directions, rules and regulatioi�s of governmental agencies having jurisdiction. The Lessee shall be responsible for providing all light bulbs used on the premises. The plumbing facilities shall not be used for any other purposes than that for which they are constructed and no foreign substances of any kind shall be thrown thE�rein, and the expense of any breakage, stoppage or damage resulting from the violation of this prouision shall be borne by the Lessee. The heating and air-conditioning system and plumbing facilities shall be under the control of Lessee, and Lessee agrees that all operation, upkeep, repairs and replacements will be at Lessee's expense, except where the repairs or replacements shall be c�used by the negligence or misuse by Lessor or its employees, agents, invitees, or licensees. In the �vent Lessor pays any monies required to be paid by Lessee hereunder, said monies shall con;�titute additional rent hereunder, and Lessor shall demand repayment of same from Lessee and LEsssee shall make payment within ten (10) days of receipt of said demand. Lessee's failure to make such repayment within the ten (10) day period shall constitute a default under the terms of this lease. 15. DESTRUCTION OF PREMISES. In the event that the building should be partially or totally destroyed by fire, earthquake or other cause, this lease may be terminated by either Party hereto. Lessor shall not be requir�ed to repair or rebuild. Lessee, may, at its discretion, choose to repair and rebuild at Lessee's expen:se. If the Lessee intends to rebuild or repair the premises, he shall, within fifteen (15) days after the d;ate of such damage, give written notice to Lessor of the intention to rebuild or repair and shall proceed with Page 4 of 9 . � , reasonable diligence to restore the building to substantially the same condition in which it was immediately prior to the destruction. 16. EMINENT DOMAIN. If the whole or any part of the premises hereby leased shall be taken by any public autr�ority under power of eminent domain, then the term of this lease shall cease on the part so taken fronn the date title vests pursuant to such taking, and the rent and any additional rent shall be paid up to� that day, and if such portion of the Demised Premises is so taken as to destroy the usefufness of the premises for the purpose for which the premises were leased, then from that day the Lessee shall have the right to either terminate this lease or to continue in possession of the remainder of the ;�ame under the terms herein provided, except that the rent shall be reduced in proportion to the amo�nt of the premises taken. The parties agree that the Lessee shall not be entitled to any damage�s by reason of the taking of this leasehold, or be entitled to any part of the award for such taking, or any payment in lieu thereof. 17. SUBORDINATION. This lease and the rights of the Lessee hereunder are hereby made subject and subordinate to all bona fide mortgages now or hereafter placed upon the said premises by the Lessor ancl any other owner provided, however, that such mortgages will not cover the equipment and furniture or furnishings on the premises owned by the Lessee. The Lessee further agrees to execute any instrument of subordination which might be required by mortgagee of the Lessor. 18. DEFAULT; REMEDIES. (a) The Lessee further covenants that, if default shall be made in the payment of rent, or any additional rent, when due, or if the Lessee shall violate any of the other covenants of this lease and fail to correct such default within fifteen (15) days after a written request by the Lessor to do so, then the Lessor may, at its option, deem this lease terminated, accelerate all rents and future rents c:alled for hereunder and Lessee shall become a tenant at sufferance, and the Lessor shall be entitled to obtain possession of the premises as provided by law. (b) In case the Leased Property shall be abandoned, as such term is defined by Fllorida Statutes, the Lessor, after written notice as provided by Florida Statutes to the Lessee, Lessor may (i) re-enter the premises as the agent of the Lessee, either by force or otherwise, without being liable to any prosecution or claim therefor, and may relet the Leased Property as the agent of the Le�ssee and receive the rent therefor and apply the same to the payment of such expenses as Lessor may have incurred in connection with the recovery of possession, reduction, refurbishing or otherwise changing or preparing for reletting, including brokerage and reasonable attorneys fees. Thereai�ter, it shall be applied to the payment of damages in amounts equal to the rent hereunder and to thE cost and expenses of performance of the other covenants of Lessee as provided herein; or (ii) the L��ssor may, at its option, terminate this lease by giving the Lessee fifteen (15) days' written notice of such intention served upon the Lessee or left upon the Leased Property, and the term hereof shall absolutely expire and terminate immediately upon the expiration of said fifteen (15) day period, but the Lessee shall nevertheless and thereafter be liable to the Lessor for any deficiency between the rent due hereunder for the balance of the term of this lease and the rent actually received by Lessor from the Leased Property for the balance of said term. Page 5 of 9 � � + (c) The Lessor, at its option, may terminate this lease as for a default upon the occurren<;e of any or all of the following events: an assignment by Lessee for the benefit of creditors; or the filirig of a voluntary or involuntary petition by or against Lessee under any law for the purpose of adjudic��ting Lessee bankrupt; or for reorganization, dissolution, or arrangement on account of or to prevent bankruptcy or insolvency; or the appointment of a receiver of the assets of Lessee; or the bankruptcy of the Lessee. Each of the foregoing events shall constitute a default by Lessee and breach of this lease. (d) Lessor, at its option, may terminate this Lease in the event that the City Council determines, at a duly constituted City Council meeting that the Leased Premises are require�� for other municipal purposes and serves Lessee with thirty (30) days written notice. 19. MISCELLANEOUS. (a) The Lessor shall have the unrestricted right of assigning this lease at any time, and in the event of such assignment, the Lessor shall be relieved of all liabilities hereunder. (b) This contract shall bind the Lessor and its assigns or successors, and the Lessee and assigns and successors of the Lessee. (c) It is understood and agreed between the parties hereto that time is of the essence of this contract and this applies to all terms and conditions contained herein. (d) It is understood and agreed between the parties hereto that written notice sent by certified or registered mail, or hand delivered to the premises leased hereunder, shall constitute suffiicient notice to the Lessee, and written notice sent by certified or registered mail or hand delivered t�� the office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this contract. (e) The rights of the Lessor under the foregoing shall be cumulative, and failure on the p;art of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the� said rights. (fl It is hereby understood and agreed that Lessee shall use no signs in connection with the premises hereunder, except existing signs and signs inside the building, which signs shall be subject to the prior approval of the Lessor, and in accordance with the law. (g) It is understood that no representations or promises shall be binding on the parties hereto except those representations and promises contained herein or in some future writing signed b�y the party making such representations or promises. (h) It is hereby agreed that if any installment of rent or any other sum due from Lessee is not received by Lessor within five (5) days after such amount shall be due, Lessee shall pay to Les,sor a late charge equal to five percent (5%) of such overdue amount. The Lessor shall not be required to accept any rent not paid within five (5) days subsequent of the date when due absent the simultaneous payment of this late charge. The requirement for a late charge set out herein sh��ll not be construed to create a curative period or a grace period for the timely payment of rent. 20. SUBROGATION. Page 6 of 9 . � . The Lessor and Lessee do agree that each will cause its policies of insurance for fire and extended coverage to be so endorsed as to waive any rights of subrogation which woulci be otherwise available to the insurance carriers, by reason of any loss or damage to the Le�ased Property or property of Lessor. Each party shall look first to any insurance in its favor before maiking any claim against the other party. Nothing contained herein shall in any way be considered or construed as a waiver or release by the Lessor of any and all of the other covenants and condiitions contained in this lease to be perFormed by the Lessee. 21. ESTOPPEL LETTER. In the event Lessor shall obtain a loan from an institutional lender, and if the following sh�ill be a requirement of such loan, the Lessee agrees to execute an estoppel letter in favor of the lender verifying the standing of the lease, the terms thereof, and all amounts paid thereunder and such other matters as may be reasonably requested. 22. PARKING SPACES. Lessee shall have the right to use the parking lot adjacent to the building of which the Leased Premises is a part. 23. INDEMNIFICATION. The Lessee shall indemnify the Lessor against all liabilities, expenses and losses incurre:d by the Lessor arising out of or related to the Leased Premises, Lessee's use or occupancy the�reof, Sublessee's use or occupancy thereof, to include but not being limited to (a) failure by the Le:>see, Sublessees, or their agents, to perform any provision, term, covenant or agreement required tto be performed by the Lessee or Sublessses under this agreement; (b) any occurrence, injury or per:>onal or property damage which shall happen in or about the Leased Property or appurtenances resulting from the condition, maintenance, construction on or of the operation of the Leased Property; (c) failure to comply with any requirements of any governmental authority or insurance company insuring the Leased Property or its contents; (d) any security agreement, conditional bill of sale or chattel mortgage or mechanic's lien connected with Lessee or Sublessees, their obligations or operairions, filed against the Leased Property, fixtures, equipment or personality therein; and (e) any constru�wtion, work, alterations or improvements by Lessee or Sublessees on the Leased Property. Such indemnification shall include reasonable attorney's fees for all proceedings, trials and appeals. This provision shall survive expiration or termination of this Lease. 24. "AS IS" CONDITION. The Lessee accepts the Leased Premises on an "as is" basis, and Lessor shall ha��e no obligation to improve or remodel the Leased Premises. 25. CONSTRUCTIVE EVICTION. Lessee shall not be entitled to claim a constructive eviction from the premises unless Le�ssee shall have first notified Lessor in writing of the condition or conditions giving rise thereto and, if the complaints be justified, unless Lessor shall have failed within a reasonable time after receipt of such notice to remedy such conditions. Page 7 of 9 � s 26. JANITORIAL EXPENSES. Lessee shall obtain janitoriai services for the Leased Premises at its expense. 27. SEVERANCE. The invalidity or unenforceability of any portion of this lease shall in nowise affecl: the remaining provisions and portions hereof. 28. CAPTIONS. The paragraph captions used throughout this lease are for the purpose of reference only� and are not to be considered in the construction of this lease or in the interpretation of the rights or obligations of the parties hereto. 29. NO HAZARDOUS MATERIALS. The Lessee herewith covenants and agrees that no hazardous materials, hazardous wasire, or other hazardous substances will be used, handled, stored or otherwise placed upon the proper�y or, in the alternative, that such materials, wastes or substances may be located on the property, o�nly if necessary for Sublessee to conduct normal business practices or upon the prior written conse:nt of the Lessor hereunder, and only in strict accord and compliance with any and all applicable state; and federal laws and ordinances. In the event such materials are utilized, handled, stored or otherwise placed upon the property, Lessee expressly herewith agrees to indemnify and hold Lessor harnnless from any and all costs incurred by Lessor or damages as may be assessed against Lessor in connection with or otherwise relating to said hazardous materials, wastes or substances at anytime, without regard to the term of this lease. This provision shall survive the termination hereof. 30. CONFORMANCE WITH LAWS. Lessee agrees to comply with all applicable federal, state and local laws during the life c�f this Contract. 31. ATTORNEY'S FEES. In the event that either party seeks to enforce this Contract through attorneys at law, then the parties agree that each party shall bear its own attorney fees and costs. 32. GOVERNING LAW. The laws of the State of Florida shall govern this Contract, and any action brought by �either party shall lie in Pinellas County, Florida. Page 8 of 9 � � L IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. Approved as to form: Laura Lipowski Mahony Assistant City Attorney � . Witness �--. r / _ � 1' ! I� 'P-�.0 `�f Print Witness Name ./ ���� �, itne s �j��,��4y �/ �,, C�snlu'► �- ! � Print Witness Name COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA By: George N. Cretekos, Chairperson Attest: Rosemarie Call City Clerk ARTHUR CORNWELL CHESNUT, SR. AND JE��NNE CASSENS CHESNUT JOINT REVOCABLE Tf3UST dated February 27, 1991, as restated Novemk�er 3, 2007, and THOMAS T. CHESNUT individually Attest: . ';�' ,�,�� �-�.�..�' ��.r i gy_ (1�-�� Arthur Cornwell Chesnut, Sr. as Trustee r = _/./1� /. �.�'� i•i - ��� � Page9of9 , � � PARK STREET — — soutl, R/W — — — SARAH Mc1t�ULLEN REPLA T 0 1-41 — — —Vacated 15.4' Ailey Way-OR 6228-113� 0 � OR 16428 �pes 225-227 or .,.���IIIII���IIIII���,,._ .- ���// oR �sa28 / Pages 225-227 � _ _ _ _ . , , . _. .,. . . . . 2 ,� 3 ' L 18 COACHMAN HEIGHTS SUBDIVISION REPLAT 20 - 26 � 9 4 Legal Description: Parcel I and Parcel II, as described in the Official Records Book 16428, Pages 225-227 of the Public Records of Pinellas County, along with that portion of the vacated 15.4 foot alley way, described in the Official Records Book 6628, Page 1131 of the Public Records of Pinellas County, abutting each said parcel. � �; 3 _� ( W � Z > a � � C� Z Y � W � � J Z � � � ,, ,. � EXHIBIT "6" INSURANCE REQUIREMENTS FOR LESSEE The Lessee shall, at its own cost and expense, acquire and maintain (and cause sub-lessees and vendors, if applicable, to acquire and maintain) during the term with the City, sufficient insurance to adequatety protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A-VII or better. Specifically the Lessee must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims-made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: 1. Commercial General liability Insurance including but not limited to, premises operations, products/completed operations, products liability, contractual liability, independent contractors, personal injury and advertising injury and $1,000,000 per occurrence and $1,000,000 general aggregate and $1,000,000 products/completed operation aggregate. 2. Commercial Automobile Liability Insurance for any owned, non-owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 combined single limit. 3. Statutory Workers' Compensation Insurance and Employe�'s Liability Insurance in the minimum amount of $100,000 each employee each accident, $100,000 each employee by disease and $500,000 aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, and subcontractors, if any. 4. If the Lessee is using its own property in connection with the performance of its obligations under this Agreement, then Property Insurance on an "All Risks" basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. City of Clearwater 01/01/2012 Page 1 of �' � � � Other Insurance Provisions: 1. The City is to be specifically included as an "Insured" on the Commercial Liability Insurance,, and Commercial Auto Liability Insurance policies listed. 2. Prior to the execution of this Agreement (and seven {7} days prior to the start of work under this Agreement) then annually upon the anniversary date(s) of the insurance policy's; renewal date(s), the Lessee will furnish the City with a Certificate of Insurance evidencin€; the coverages set forth above and naming the City as an "Insured" on the Lessee's Commercial General Liability Insurance and Commercial Auto Liability Insurance policies� listed above. In addition, Lessee will provide the City with certified copies of all applicable� policies when requested in writing from the City. The address where such certificates ancl certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Engineering P.O. Box 4748 Clearwater, FL 33758-4748 3. Lessee shall provide thirty (30) days written notice of any cancellation, non-renewal, termination, material change or reduction in coverage. 4. Lessee's insurance as outlined above shall be primary and non-contributory coverage for Lessee's negligence. 5. Lessee shall defend, indemnify, save and hold the City harmless from any and all claimsy suits, judgments and liability for death, personal injury, bodily injury, or property damag�� arising directly or indirectly including legal fees, court costs, or other legal expenses. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability t�� the City, and failure to request evidence of this insurance shall not be construed as a waiver of Lessee's obligation to provide the insurance coverage specified. City of Clearwater 01/01/2012 Page 2 of 2 0