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90-OOOORESOLUTION NO. 90-~~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A CERTAIN BUSINESS LEASE BETWEEN THE CITY OF BOYNTON BEACH, FLORIDA AND ERNEST KLATT AND VIOLET KLATT AND BILL R. WINCHESTER AND ELSIE A. WINCHESTER, FOR THE RENTAL OF PROPERTY LOCATED AT 333 N. CONGRESS AVENUE, BOYNTON BEACH FOR UTILIZATION BY THE BUILDING DEPARTMENT DURING RENOVATIONS, A COPY OF SAID BUSINESS LEASE BEING ATTACHED HERETO AS EXHIBIT "1"; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of Boynton Beach, Florida, that: Section 1. The Mayor and City Clerk are hereby authorized and directed to execute that certain Business Lease, a copy of which is attached hereto as Exhibit "1" Section 2. This Resolution shall take effect immediately upon passage. PASSED AND ADOPTED this /q day of June, 1990. Commis s ioner ATTEST: (Corporate Seal) BUSINESS LEASE THIS LEASE made on the day of Flay ,19 90 , by and between BILL R. WINCHESTER and ELSIE A. WINCHESTER ERNEST KLATT and VIOLET KLATT and Landlord, and CITY OF BOYNTON BEACH; a municipality of the State of Florida hereinafter referred to as Tenant. WITNESSETH: In consideration of the mutual covenants hereafter contained, the Landlord and Tenant agree as follows: 1. RENTED PROPERTY. Landlord leases to Tenant the property located at 333 North Congress Avenue; Boynton Beach, Florida legally described as follows: SEE SKETCH ATTACHED HERETO A'S EXHIBIT "A" FOR DESCRIPTION OF DEMISED PREMISES 2. TERM. A. The termofthis Lease shall commence on Ju~e 1 ,1990 , and end on September er terminated as hereinafter provided. 3. RENTAL. moa h y A. Tenant shall unconditionally pay to Landlord for the rented property t~he total fixed/r~ent~a[o? Six Thousand Five Hundred and No/100 ~ 30, 19 unless soon- DOLLARS ($ 6: 500.00 ), payable in advance and without notice (S ) commencing on thM. 1st day of July ,19 90 , and on the first day of each month thereafter during the term of this Lease. * B. Sale or Use Tax on Rental. On the dates the fLxed rental is paid, Tenant shall also pay to Landlord a sum equal to the Sale or Use Tax on rentals, if any, imposed by the laws of the State, County or City, in which the property is located. amounts, if any, as shall be determined in the following manner: ~ ' (1) On the day of _ ".,after the end of each five-year period of/tb/s~ease, begin- ning__ , 19 , (each of such days being referred to as' adjustment date"), the average of~dex numbers of the index referred to in Paragraph (2!, below for the t,w,.elve-month period preceding the termination of~a~'~five-year period under this Lease, (hereinafter referred to as adjustment date ), shall be compared to the ave, rage ,of, suc~ numbers of the-index referred to in Paragraph (2) below for the calendar year 19 , (hereinafter referred to as 'b~se~l~any increase of the average index num- bers for the adjustment period over the average index numbers for the base peri~~eased ~or decreased) effective on the adjustment date by the same percentage as is the pe~~;l~~- meat period over the average index numbers of the base perio~r amount over the next five-year period (such 'annual date. At that time, the rent shall be increased (or numbers of the adjustment period over t~n'n~l~;l rental shall never be less than DOLLARS ($ , _. ~~1~, an.nu.m duri.ng,th, e..pri.m,~ry term._ ,, ~-n200'p De ' eat of Labor If the last mentioned index becbmes unavailable, the index to be used is the ' Index of the General Price Level" · Tenant shall not be obligated to pay any rent for the month of June. · Any publication~tes Department of Labor or the Federal Reserve Bank of New York, or of ~ , in which any of the foregoing index numbers are published shall be admissible i~cial proceeding invo~ ving this Lease, without further proof of-aumenticity. ~ .... - (3) In the event that on any adjustment dat~sed shall have become unavailable and another series is used, then the adjustment bf re~l ~l~ determined by the new series to reflect the relationship between the then cu~s of said new series as of the commencement date of the term of th'~ period prior to such adjustment date. Any revision in the ind re proVided, but no ret re- graph of r er D. Rent. All payments of rents, as aforesaid, shall be made and paid by the Tenant to the Landlord at the address specified for notice to Landlord pursuant to Paragraph 35 of this Lease or at such .other place in the United States of America as the Landlord may, from time to time, designate in writing, and such rental shall come due and be paid in each instance on the date which it may come due, without the necessity of demand. If no place be cur- rently specified as the place at which the Landlord desi?es the rent to be paid, then it shall be paid at the last place at which rent was paid, or was specified to be paid, unto the Landlord, or at the last place at which the Landlord specified as the place for the Tenant to make the payment of the rent. All rents shall be payable in the current legal tender of the United States of America, as the same is then by law constituted. Any extension, indulgence, or waiver granted or permitted by the Landlord in the time, manner, or mode of payment of rent, upon any occasion, shall not be construed as a continuing extension oi waiver, and shall not preclude Landlord from demanding strict compliance herewith thereafter. If Tenant sends rent to Landlord by mail, the envelope containing the check for the rent shall be postmarked no later than the due date for such rent. E. Net Lease. This Lease is an absolute net lease, and the Tenant hereby assumes and agrees to pay and perform all pay- ments, expenses, duties and obligations with relation to the demised premises, the improvements thereon and appurtenances thereto, and the use, maintenance and operation thereof, whether such duties and obligations would otherwise be construed to be those of Landlord or Tenant, so that no matter from what source arising, if anything shall be required to be done in, upon, or about the demised premises, the Lmprovements thereon or appurtenances thereto, the same shall be done and full"filed at the sole expense and responsi- bility of the Tenant, without any expense, liability, or obligation whatsoever to or on the Landlord, except for such obligations as are expressly assumed by the Landlord herein: 4. USE OF PROPERTY. A. Tenant shall use the rented property for the purposes of Building Department Offices and for no Other purpose without written consent of Landlord first being obtained.' ' B. Tenant will not use or permit the use of the rented property or any part thereof for any unlawful purpose and will not do or permit any act or thing which would materially impair the value or usefulness of the property or any part thereof, or which would constitute a public or private nuisance or waste or which may be a nuisance or annoyance or damage to Landlord or Landlord's tenants, or which would invalidate any policies of insurance or increase th~ premium thereof now or hereafter written on the building and premises leased h.ereunder, or liability on plate glass insurance pertaining thereto. 5. UTILITIES. Tenant covenants that he will promptly pay for all gas, water, electricity, sewage disposal, and other utilities used in said rented property, during the term of this Lease. A. Ti ....r,l,o,; t:.~: ..... l:c.c.~f, ~., ad~2~a,~ :.~ :l-~c--:c.~t:,l an~ :.t'.:c; c'nargz; ag;ccd tc. L~ p:J~ 55' Tznz:.t, Tzn:.n; -~?."2! z'"-- pay the amount of real estate taxes, together with interest thereon, which shall be levied and assessed against the re~t-e-~l-~ any governmental authority. For any period in which the lease term shall not cover an ?,tire tax year of the gover_~al authority taxing the rented property, same shall be properly:prorated to reflect the period of Tenant s possession und_~ase; PROVIDE[J, HOWEVER, Tenant shall be liable for aH taxes assessed in the year in which the Lease terminates_.,~bi~ directly dtle tg-im~5~e: ments made by the Tenant in the building~ located on the rented property. B. Tenant shall deliver official receipts evidencing the payment of all t_~~ssessed at the address specified in Paragraph 3 D above at least THIRTY (30) days before the taxes become delinqu~ C. Tenant shall, however, have the right to cont~~ense' inthe name of the Landlord or Tenant, any and all such taxes assess~x~',~a~'a~e~' suit of any such legal prOceedings, be theretofore paid by Tenant l toget ed upon the payment D any g be ma andlord within THIRTY (30) days after notification by Landlord to Tenant of the amount of such snecial assessment, to- 7. INSPECTION AND OFFERING FOR SALE OR LEASE. A. Landlord shall have the right from time to time to designate a representative to inspect the rented property, or any part thereof, at reasonable times and without interference with the conduct of Tenant's business· B. Landlord or its agents shall be entitled to show the rented property at reasonable times to persons wishing to purchase the same; and Tenant further agrees that on and after SIXTY (60) days prior to the termination of the term of this Lease, Landlord or its agents shall have the right to show the rented property for rental purposes and to place reasonable notices on the front of said rent- ed property, or any part thereof, offering the rented property "To Let" or "For Sale", and Tenant hereby agrees to permit the same to remain thereon without hindrance or molestation; PROVIDED, HOWEVER, that such notices shall not interfere with Tenant's signs or the conduct of Tenant's business. 8. SIGNS. Tenant shall not place or cause or allow to be placed any exterior sign or signs at, in, or about the entrance to said rented property or any other part of the same except in or at such places as may be indicated by Landlord and consented to by Land- lord in writing, which consent however, shall not be unreasonably withheld. 9. OBSTRUCTIONS. Tenant shall neither encumber or obstruct the sidewalks in front of the building of the rented property or the area around same, including the parking lot, in any manner whatsoever. 10. ASSIGNMENT AND SUBLETTING. Tenant, its successors or assigns, shall not, directly or indirectly, assign this Lease or any part thereof without the prior written consent of Landlord which will not unreasonably be withheld. No assignment of this Lease shall relieve the Tenant of his liability hereunder. 11. LIEN ON PERSONAL PROPERTY. Tenant grants Landlord a lien on all Tenant's furniture, fixtures, goods and chattels of Tenant which shall or may be brought or put on the rented property as security for the payment of the rent and Tenant's performance of the terms of this Lease. Said lien may be enforced by distress proceedings at the election of the Landlord. 12. REMOVAL OF PERSONAL PROPERTY DURING DEFAULT. · ......... ....... A..If Tenant"1~ "iii d~fault' of any terms o'f this Lease, then Tenant shall not remove any equipment, fixtures, furniture, fur- nishings, or other personal property from the rented property without the previous consent in writing of the Landlord except for trade merchandise sold in the usual course of business for good and valuable consideration. B. If after default in payment of rent or violation of any other provisions of this Lease, or upon the expiration of this Lease, Tenant moves out or is dispossessed and fails to remove any trade fixtures and personal property within FIVE (5) days following writ- ten notice to Tenant to remove same, then and in that event, the said fixtures and personal property shall be deemed abandoned by the said Tenant and shall become the property of the Landlord. 13. DAMAGE TO TENANT'S PROPERTY. Landlord shall no'["~e liable for any damage to Tenant's property caused by water from bursting or leaking pipes, waste water about the rented property, or otherwise; or from an intentional or negligent act of any co- tenant or occupant of the property surrounding the: rented property, or other person; or by fire, hurricane, or other acts of God; or by. riots or vandals; or from any other cause. All such risks shall be assumed by Tenant. 14. INDEMNIFICATION OF I.:ANDLORD. ~ .... · A. In consideration'~'f said property being leased to Tenant for the above rental, Tenant agrees that Tenant, at all times, will indemnify and keep harmless Landlo{d from all losses, damage, liabilities, and expenses which may arise or be claimed against Land- lord and be in favor of any person, firm or corporation,,.for any injuries or damages to the person or property of any person, firm, or corporation, consequent upon Or arisfn~ from the use or occupancy of said premises by Tenant, or consequent upon or arising from any acts, omissions, neglect, or fault of Tenant (his agents, servants employees, licensees, customers, or invitees), or consequent upon or arising from Tenant's failure to comply with the aforesaid laws, statutes, ordinances, or regulations; that Landlord shall not be liable d to Tenant for any damages, losses, or injuries to the person or property of Tenant which may be caused by the acts, neglect, omissions, r~ ....... or faults of any person, firm or corporation, and that Tenant will indemnify and keep harmless Landlord from all damages, liabilities, losses, injuries, or expenses which may arise or be claimed against Landlord and be in favor of any person, firm or corporation, for any injuries or damages to the person or property of any person, firm, or corporation, where said injuries or damage arose about or upon said property. B. Tenant agrees that if Landlord is involuntarily made a party defendant to any litigation concerning this Lease'or the rented property or the property of which the rented.property is a.part by refison of any act or omission of Tenant and not because of any act or omission of Landlord, then Tenant shall hold harmless the Landlord from all liability by reason thereof, includin~ reason- able attorneys' fees, incurred by Landlord in such litigation and all taxable court costs, and in case the Landlord brings an action a- gainst Tenant to enforce any of the terms hereof or commences action for the forfeiture of this Lease and the possession of said rented property, or either of them, and Landlord shall prevail in such action, tenant agrees to pay to Landlord such attorneys' fees and ex- penses as the court may deem reasonable, and the right to such attorneys' fees and expenses shall be deemed to have accrued on the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment, and it prosecuted to judgment, such fees shall be included in said judgment. 15. ALTER~,TIONS AND IMPROVEMENTS. ~ A. EXcept as hereinafter expressly provided,~the Tenant shall not make or permit to be made any allegations, additions, changes or improvements to the demised premises, or to any buildings or improvements standing upon the demised premises, at any time, or to any part thereof, including the appurtenances thereto, without first obtaining the written consent of the Landlord, ' DOLLARS ($ .1. :~ person or property or for loss of life or pro against the cost of defending any suit o~ provements, including the demolition and reconstruction of any building or improvements on the demised premises, the Tenan comply with the following conditions: , ~ ~1) The Tenant shall submit to the Landlord detailed plans and specifications, in duplicate, of such altera- tions, changes, additions, improvements or demolition and reconstruction one copy of which may be and the Landlord shall not unreasonably withhold his consent to any alteration, addition, change; improvement or reconstruc- tion, provided they shall meet with the approval of any and all municipal, State, Federal, or other authorities, departments now existing or hereafter created, having jurisdiction in the premises, or any like body,, and by the holder mortgage superior in lien to this Lease, and provided further that at the time such request is sought by the Tenant, be in default in the performance of any of the terms, conditions and agreements of this Lease. (2) At the time the aforesaid request is made by the Tenant, said Tenant shall to Landlord a written state- ment as to the cost of the proposed alterations, changes, additions, improvements, as the case may be, and said statement of costs shall be certified ~S accurate by an architect selected by the and approved by the Landlord, licensed in the State and County in which the rented property is located, who shall have ~ervision of the construction of said improve- ments. (3) Tenant, before commencing such construction, shall the Landlord an amount equal to the rent, taxes and assessments, or other amounts due and payable under the terms of this by the Tenant, for the period of the construction for which consent is being obtained. The period of construction for taxes and assessments, and other amounts due and payable under the terms of this Lease shall be paid and advanced, shall b by the aforesaid architect. (4) Before commencing any at chahges, or improvements and as a further condition precedent thereto, the Tenant shall obtain at its own cost and ex pay for and deposit with the Landlord, a premium paid policy for full Public Liability Insurance in a solvent insurance com' satisfactory to the Landlord and authorized and licensed to do business in the State in which the rented property is located lying and protecting the Landlord from any and all claims for damages to arising out of such alterations, additions, changes or improvements and from and any such claim, such liability insurance to be in at least the sum of DOLLARS ($. ) for injuries or death to any one person and not less than DC ) for injuries or death to more than one person in any one accident, and Landlord hereby consents to Tenant making those alterations and improvements to the premises specified in Exhibit "B" annexed hereto, all of which shall be completed at sole expense. .-3- leased Tenant's others engaged in or upon such work and such other insurance as then may be required by law to be carried by the the Tenant; and the Tenant shall also procure endorsements on existing policies whereby the insurance shall continue in full and effect, notwithstanding the said alterations, additions, changes and improvements and during the course thereof. (5) Before commencing any alterations, additions, changes or improvements, as aforesaid, under the prece- dent thereto, the Tenant shall obtain, at its own expense and cost, pay for and deposit with the Landl t shall so designate, with any mortgagee holding mortgages encumbering the fee of the demised premises, a Payment and Bond of a responsible surety company authorized to do business in the State in which the rented property is the Landlord and to such mortgagee, if any, in an amount of the estimated costs of construction, as aforesaid, plus q [ 10%) of such costs in addition thereto. C. Tenant agrees with Landlord that no building or improvements now on, ises shall be removed or torn down, in whole or in part, unless the Tenant first agrees, in buildings, or to repair or replace the portion thereof demolished with another of equal other improvements thereof then aboht to be demolished or torn down; and, in any til the Tenant has furnished the Landlord with the items specified in Subparagraph D. After the commencement of construction, Tenant agrees nstruction through continuously and with due diligence to completion, in accordance with the plans and specifications; HOWEVER, that the Tenant has the power to make minor variations and departures in and froth the plans and specific: t there is no substantial decrease in the cost or square footage area of .the said building, as determined by the: attached Tenant shall not be liable, however, for any delays in any construction dueto interruptions caused b acts of God, riots, or acts of war. E. It is further understood ,and agreed by and bet ~arties that the Tenant will, upon completion of the work, ex- hibit unto the Landlord, at the Landlord s demand, bona sworn to waivers of liens from all persons who shall have furnished Work, labor, services and/or materials to including architects, utilities and insurance bills; and the Ten- ant shall exhibit unto, the Landlord sworn )ted bills from all persons who were subcontractors or materialmen on the job and the affidavit and release of may have hired day labor or common labor, showing that all charges for said work, labor, Services, and/or materials I been paid and that the lien or liens and claims which would otherwise have existed therefor shall have comply with and observe the laws of the State in which the rented property is locat- PERCENT (20%) of final payment, as ] ided for by F. It is further un terms hereof, and matured on on that day. The from time to in the that tie of the on the demised prem- replace or restore said building or value to the building, buildings, or of demolition shall commence un-- , subcontractors, materialmen and laborers, and shall withhold not less than TWENTY or materials supplied from time to time as the work progresses until completion and Law of the State in which the rented property is located. and agreed by and between the parties that failure of the Tenant to comply with any of the of the plans, the obtaining of a surety bond, the doing of the work, and the paying therefore waivers and releases shall constitute a default in this Lease with the same effect as though rent had t the Tenant failed to comply with such portion of this ARTICLE, and as though such rent had not been paid or its agents shall, without liability or responsibility on their part, have the right to make inspections and of the bills tendered and/or paid and of the plans and bids in the Tenant's possession or those and to ascertain whether or not the work is progressing properly and whether payments are proportion to the progress of the work. In the event that t ~h,e_ work is not progressing properly or being made in prol~ortion to the worl~ being done, the Landlord, at Tenant s option, may demand that the addi- if the construction ess or is anticipated to be in excess of the original estimate, forthwith G. Any and all alterations, additions, improvements, and changes made by the Tenant at any time~ including the original construction of the building, or repairs or alterations thereto, shall immediately be and become a part of the demised premises herein, and upon the termination of this Lease, by default or by ordinary lapse of time, all of said improvements, alterations, buildings and a,d~d,i,t~,n~ shall become the property of the Landlord without the necessity~f Landlord paying any compensation therefo,, }'RC, ViDED, 16. INSURANCE POLICIES. A. The iTenant shall provide and maintain, at its ow~ expense, during the term of this Lease, policies of Insurance generally known as Public Liability and Property Damage Insurance, and/or Owners', Landlord and Tenant Insurance, Cellar Insurance, if appli- cable, and .Elevator Insurance, if applicable, in form satisfactory to the Landlord, insuring the Landlord and Tenant against all claims and demands made by any person or persons whomsoever for injuries received in connection with the operation and maintenance of the improvements and buildings located upon the demised premises and all boilers, compressors and elevators located thereon, to the extent of not less than Oho ~4~115on ~nd No/lO0 less than. ~.~o. Million and No/100 .DOLLARS ($1 ~OOO ~ flOC. 130 ) for injuries or death to any one person and not DOLLARS ($2,000,000.00) for injuries or death to more than one person in any one acci- dent and Oho 141mdro_d Tho, g,and and ~lo/10O ' DOLLARS ($ 100. 000.00 ) to damage to property in any one accident or occurence. If any additions are-made to the buildings on the demised premises after the date of this Lease, the Landlord, at his option, may require the Tenant to increase the coverage of the aforesaid Public Liability policies to amounts deemed adequate by the Landlord. th~s Lease, keep insured any and all buildings and improvements now on, or that may be built or placed~emises, and the furniture and fixtures therein, in good and responsible insurance compan~i-n- ~w'hi-~]~-~h~ rented property is located, and approved by Landl,o, rd, for pro~~Ti~~- storm, or other causes included within the t~~ situated on said premises, i . ments. Eve value base acement cost of the building and improvements on the rented property and the amount of the insurance cow C. Original and renewal policies, or certificates thereof, representing all of the above provided for insurance, shall be de- livered by the Tenant to the Landlord at least THIRTY (30) days before the expiration of insurance with said policies or certificates of renewal; and within THIRTY (30) days after such renewal, policies or certificates thereof shall take effect (or sooner if payment is necessary before the expiration of THIRTY (30) days in order to prevent cancellation of said policies, or any of them), the Tenant shall furnish to the Landlord proof of the receipt by the respective insurance companies of the premiums thereon, if so required by the Landlord. All policies and/o~ certificates shall name Landlord as one of the insured parties under the policies described in Paragraph A :.,2 3 abOve, and the policies and/or certificates as the case may be shall provide that the insuring co_mpany shall not mend or can- cel any such insurance without giving Landlord at least THIRTY (30) days advance written notice of such amendment or cancellation. D: Upon the_default of the Tenant in effecting any such insurance, or procuring or delivering, the policies or certificates th'~'~efo~ 'as directed by the Landlord, or in paying the premiums therefor, and any and all charges incidental thereto, when the same become payable, or in procuring and delivering to the Landlord renewals of expired policies or certificates thereof, at least THIRTY (30) days before such expiration, the Landlord may procure any such insurance, and/or pay the premiums and other charges incidental thereto, and any and all amounts so paid by the Landlord, together with the interest thereon from the date of such payment, at the rate of TEN PERCENT (10%) per annum, shall be additional rental hereunder, and shall be paid with the next and subsequent installment of fiXed rent, which shall become due after such payment by Landlord; it being expressly) agreed that the payment by. Landlord of any such premium shall not be deemed to waive or release the default in the payment thereof by the Tenant, or the right of the Landlord to take such action asmay be permissible hereunder, as in the case of default in the payment of fixed rent. E. Tenant shall not violate or permit to be violated any conditions or provisions of any said policies, and Tenant shall so perform and satisfy the requirements of the companies writing such policies that, at all times, compames of good standing, and accept- able to the Landlord, shall be willing to write and continue such insurance. F. Tenant shall cooperate with the Landlord and any mortgagee in connection with the collection of any insurance mon- ies that may be due in the event of loss, and shall execute and deliver to Landlord and any mortgagee such proofs of loss, and any other instruments that may be required for the purpose of facilitating the recovery of any such insurance monies, and in the event that Ten- ant shall fail or neglect to so cooperate or to execute, acknowledge, and deliver any such instrument, Landlord in addition to any other remedies, may, as the agent or attorney in fact of Tenant, execute and deliver any proofs of loss, and any other instruments as may be desirable to I~andlord and any mortgagee, for the collection of such insurance inonies, and the Tenant hereby irrevocably nominates, constitutes and appoints Landlord, Tenant's proper and legal attorney in fact for such purpose, hereby ratifying all that Landlord may do as such attor~6~ in fact of Tenant. Landlord shall cooPerate with the Tenant and any mortgagee in the same manner and to the same extent as Tenant is required to cooperate hereunder. 17. DAMAGE. A. The complete or partial destruction or damage by fire or other casualty of the building and improvements now on, or which may hereafter be placed or erected on the herein leased property, shall ;'.ct t:rT:..'.'n:~t: t.k.:: Le2:~ er entitle the Tenant to.surrend- er possession of said propertv,a~°terminate the Lease,,or toq~hk~e~d~t~]~eqff?e~refiPefi~~rn~al ~t, bafUo~/icq· ~h~r- ges payable under this Lease .... ~ ........................... , ................... ~. f-friary ~%h¥o~n ofPt~/ende~mes~d prermses ~s damaged by fire or other casualty, Tenant shall notify Landlord in writing within THREE (3)'days after the date of the happening of such fire or other casualty. buildings or improvements now on or hereafter to be erected on the here~~;;;'c~;i~ ar; paid for said damage, :whichever is earlier in potent of sucl~amag~d or des- troyed buildings o e re- paired or reconst uildings or improvements with other buildings or improvements of the same type and charac- C. All sums received by the Landlord and/or Tenant and any mortgagee from policies of fire and extended coverage insur- ance, as a result df such damage or destruction to the buildings and improvements now on, or which may hereafter be placed or erected on the abOve-deSCribed property, shall be paid as follows: FIRST, there shall be paid from such funds an amount equal to the sum re- quired to ~be paid to the mortga,gee of the mortgage encuroberin~ the.ab~ve-dcscrSbed~¢roperty and the improvements thereon, whose lien is suPerior to the Landlord s lien, if any; SECOND,C,~e;crs~[ll~[t~p~t ~ath~nL'C~tdlord assessments or other amounts due and payable under the terms of this Lease by the Tenant, during the reconstruction or ' buildings destroyed or damaged, the period of construction for which rent shall be paid and advanced shall be as by an architect selected by the Tenant, ai~fl' approved by the Landlord, licensed itt the State in which the rented proI who shall have supervision of the reconstruction or,repair of the damaged buildings, as hereinafter provided. The the insurance pro- ceeds remaining shall be deposited in the joint account of the Landlord and the Tenant and mort there be, in a bank in the City in which the rented property is located, designated by the Landlord. The in said account shall be available to the Tenant for the reconstruction or repairs, as the case ma32 be, of of t the above- described property, damaged by fire or other casualty, for which the insurance mo be payable; PROVIDED, HOWEVER, an estimate Of tl~e c~st of tl~b reconstruction or repair, as the case may be of or improvements damaged by or destroyed by fire, windstorm or other casualty, shall be submitted to the Landlord within THIRTY (30) days from the date of such cas- unity, by an architect selected by the Tenant, and approved by licensed in the State in which the rented property is lo- cated, who shall have supervision of such reconstruction or. and if there shall be insufficient money in said account to cover the cost of the reconstruction or repair of said building ro~ements damaged by such casualty, the Tenant may either deposit an additionallsum of cash, equal to the cost of said or furnish the Landlord with a good and sufficient Performance and Pay- ment Bond, with corporate surety, by a company authorized to do business as such in the State in which the rented property is located, as approved by the that the said work of repair and reconstruction is carried through to completion in accordance with the terms that all bills, for work, labor, services and/or material utilized in said repair or reconstruction are paid, and waivers of therefor. All monies paid from such joint account for the reconstruction and/or repair of such building shall accordance with the laws of the State in which the rented property is located, pertaining to mechanics' liens, apon presentation of paid bills for labor and materials bestowed on said construction in the amount o PROVIDED, HOWEVER, that a sum equal to TWENTY PERCENT (20%) shall be withheld until me- D. Nothing herein contained, however, shall be construed to permit the Tenant to default in the payment of the rentals or other charges herein stipulated to be paid or in the performance of the other covenants of this Lease, and the Landlord may, at its op- tion, in case of default in the payment of such rentals or other charges, or default in the performance of any other covenant in this Lease, proceed against the Tenant for the collection of such rentals and charges, and recover and take possession of the premises there- in described, in accordance with the provisions of this Lease herein set forth, and without prejudice as to the right to the benefit of such insurance money as security for the payment of such rentals and other charges ............................. ~n the jmnt bank account, as aforesmd, after the completion ol the reconstruction or repair of such bui~~ receipt by the Landlord of the releases of liens required by Subparagraph E of Paragraph 15~aid ~renant, provid- ed there be no &fault on the part ot? the Tenant in the per£orma.ce started reConstr, ction or repaii of said huilding or buildi £i ' not prosecuted the same thereafter with S~rn~t~s"~;; the ~late of such damage bank acco amount as ' ' amages; resulting ftom"the failure upon the part of the tenant to promptly complete the work of the recon- 18. MAINTENANCE OF PREMISES. The Tenant covenants that it will,, at its own expense, keep .......... -"-~-":'~'-r-o ..... --a :~Fra,~' ,;~,:~ ,:.;v a. ',:z~;af:;; ~::2: ,., the demised premises, and the equipment therein contained, in good order, condition and repair, at all times during the term of this Lease, normal wear and tear only excepted~.~,'i;i .... own expense, to keep and maintain the buildings and improvements which may at any tim~ '~'" 't~r~ 'miSes'du~'~ the term of this Lease and all appurtenances thereunto belongin~~}'~,~_'~';~ sidewalks, steps, including both the int~~'~, .... ean and'sanitary condi ' ' eep and maintain such premises and improvements thereon as well as the sidewalks and parking ~ See Subparagraph 39(a) hereof. ~ See Subparagraph 39(b) hereof. 5 Tenant ..... "~-- ~' ' nify -.- J ................. '-' ............................................... ~ .........~r ....... will protect and indem the Land- lord from and against any loss, costs, damages and expenses occasioned by or arising out of any breach or default in the performance and observance of any provisions, conditions, covenants, and stipulations in this Lease contained, or occasioned by or arising out of - any accident or injury, or damage to any person whomsoever or whatsoever happening, or done in or about or upon the said premises or due directly or indirectly to the construction, tenancy, use or occupation of said premises, or upon the sidewalks or parking areas adjoining the same by the Tenant or any person or persons occupying, holding or claiming by ,through or under it. Tenant agrees that upon the expiration of the primary term hereof or any extended term, it will surrender and deliver up the possession of the premises to Landlord in as good a state and condition of repair as when leased by Tenant, ordinary wear and tear, damage by fire or other ele- ments, acts of God, war or governmental authority, alone excepted. 19. CONDEMNATION. Landlord and Tenant agree that if any time during the term of this Lease the legal title to the rented property or any part thereof shall be taken or Condemned by reason of eminent domain, or title is transferred in lieu thereof, there shall be no division of the proceeds and the award in such condemnation proceedings shall be paid to the Landlord and there shall be ao~,-abatement of rent v.q .... e ....a ................................. ,- ............ on the above-described rented property ( ) cquar: f:-~: cf :ks r:nt:i F::.Fzrty L :: ta!::n, Tenant shall have the option to term- inate this Lease by giving notice thereof within THIRTY (30) days from the date of such taking or transfer; otherwise, if no notice is given, this Lease shall continue in full force and effecti 20. CONDITION OF PROPERTY. Tenant is fully familiar with the physical condition of the property and acknowledges that Tenant has received the property in good repair, order and condition. Landlord makes no representation or warranty with respect to the property and shall incur no liability for any latent or other defect therein. 21. LIENS,CREATED BY TENANT. Tenant shall have no power to incur any indebtedness giving a right to a lien of any kind upon:the Landlord s interest in the rented property. All persons contracting ~ith the Tenant or furnishing labor or material to Tenant shall be bound by this Lease provision. If such a lien is filed against Landlord s interests, Tenant shall, within TEN (10) days after the date of its filing, pay same in full or have said lien transferred to a bond as permitted by law. 22. TRANSFER OF LANDLORD'S INTEREST. Landlord shall have the right t,o_ sell, mortgage or otherwise dispose of Land- lord's interest in the rented property subject to this Lease. Tenant shall, upon Landlord s request, execute and deliver any instrument necessaW to cause this Lease to be subordinate to any mortgage o'r other instrument of security which may hereafter be placed on the rented property by Landlord. 23. QUIET ENJOYMENT. If Tenant shall promptly comply with the covenents of this Lease, Tenant shall peaceably and quiet- ly hoid: andenj0Y the rented property for the Lease term 24. RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS. If the Tenant shall fail to make any payment or per- form any acts required tobe made or performed hereunder, the Landlord, without notice to, or demand upon the Tenant, and without waiving or releasing any obligation or default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act fgr ge aceohnt and at the expense of the Tenant, and may enter upon the property for the purpose and tak~ all such action thereOn as, in the 0pimon of the Landlord, may be necessary or appropriate therefor. No such entry shall be-~eemed an eviction of the Tenant. All :sums sO paid by the Landlord and all costs and expense~ (including, without limitation, attorneys fees anal expenses) so incurred, shall Constitute additional rent hereunder and shall be paid by the Tenant on demand. 25. EVENTS OF DEFAULT: TERMINATION. If any one or more of the following events (Events of Default) shall occur: A. If the Tenant shall default in the due and punctual payment of any installment of rent, or other sum payable by the Tenant hereunder as and When due and payable in accordance with the provisions hereof, and such default shall continue for more than FIVE (5) days after same is due; or . B. If the Tenant shall default in the due performance or observance of any covenant or condition hereof other than those referred to in the foregoing Paragraph A and such default shall continue for more than FIFTEEN (15) days after written notice thereof from the Landlord or the Assignee; or C. If the Tenant shall make a general assignment for the benefit of creditors, or shall file a voluntary petition in bankrupt- cy, or shall be adjudicated a bankrupt.or insolvent, or shall file aBy petition or answer seeking reorganization, arratigement, adjustment, cbmposition, liquidation or similar relief, under any present o[future statute, law or regulation, or shall file an answer admitting the material allegatibns of a petition against it for any such relief; or · D. If any proceeding against the Tenant seeking reorganization, arrangement, adjustment, composition, liquidation, or sim- ilar relief, under any present or future statute, law or regulation, shall not have been dismissed within THIRTY (30) days after the com- mencement thereof;or '"' E. If a Trustee, receiver or liquidator of the Tenant or any substantial part of its properties or assets shall be appointed with the consent or acquiescence of the Tenant, or if such appointment, if not so consented to or acquiesced in, shall remain unvacated or unstayed for an aggregate of THIRTY (30) days (whether or not consecutive); or F. Abandonment or vacating of rented property by the Tenant; or G. Tenant's interest under this Lease being sold or assigned under execution or other legal process; or H. Any of the goods or chattels of the Tenant used in or incident to the operation of the Tenant's business in the rented property being seized, sequestered, or impounded by virtue of or under authority of anv legal proceeding, which seizure, sequestration or impounding shall, in tile opinion of Landlord, materially affect the possible eontindation of the operation of the Tenant's business in the rented property; then and in any such event (regardless. of the pendency of any proceeding which has or might have the effect of preventing the Tenaht from complying with the terms of this Lease) the Landlord at any time thereafter may give a written notice to the Tenant specifying a date (which shall.be at least THIRTY (30) days after the giving of such notice) on which this Lease shall terminate, and on such date, subject to Paragraph 28 hereof relating to the survival of the Tenant's obligations, the term of this Lease shall expire and terminate by limitation and all fights of the Tenant under this Lease shall cease, unless before the giving of such written notice (i) all arrears of rent and all other sums payable by the Tenant under this Lease and all costs and expenses (including, without limitation, attorneys' fees and expenses) incurred by or on behalf of the Landlord in the premises, shall have been paid by the Tenant, and (ii) all other defaults at the time existing under this Lease shall have been cured to the satisfaction of the Landlord. All costs and expenses incurred by or on behalf of the Landlord (including, without limitation, attorneys' fees and expenses) occasioned by any default by the Tenant under this Lease shall constitute rent hereunder, and paid upon written demand therefor. 26. REPO&~ES$1ON, ETC. If any event of default shall have occurred and be continuing for FIFTEEN (15) days after written notice from Landlord to Tenant' of such event of default, the Landlord, whether or not the term of this Lease shall have been terminat- ed pursuant to Paragraph 25 hereof, may enter upon and repossess the property by force, summary proceedings, ejectment or other- wise, and may remove the Tenant and all other persons and any and all property from the rented property, provided that, if the term of this Lease shall not have been terminated pursuant to Paragraph 25 hereof, the Landlord will give the Tenant at least FIFTEEN (15) days prior written~ notice of its intention to repossess the rented property pursuant to this Paragraph. The Landlord shall be under no liability for or by reason of any such entry, repossession or removal of any of Tenant's property. 27. RELETTING. At'any time or from time to time after the repossession of the rented property 'pursuant to Paragraph 26 hereof, whether or not the term of this Lease shall have been terminated pursuant to Paragraph 25 hereof, the Landlord may (but shall be under no obligation to) relet the rented property or any part thereof for the account of the Tenant, in the name of the Tenant or -6- the Landlord or otherwise, without notice to the Tenant; for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions (which may include concessions or free rent) and for such uses as the Landlord, in its uncontrolled discretion, may determine, and may collect and receive the rents therefor. The Landlord shall not be responsible or liable for any failure to relet the rented property or any part thereof o2 for any failure to collect any rent due upon any such reletting. 28. SURVIVAL OF TENANT'S OBLIGATIONS; DAMAGES. A. No expiration or termination of the term of this Lease pursuant to Paragraph 25 hereof or by operation of law or other- wise (except as expressly prOvided herein), and no repossession of the rented property pursuant to Paragraph 26 hereof or otherwise, shall relieve the Tenant o( its liability and obligations hereunder, all of which sh~l survive any such expiration, termination or repos- session; PROVIDED, HOWEVER, thht in no event shall the total rent and other sums payable under this Lease by Tenant including, but not limited to, all amounts payable under Subparagraphs Band C of this Paragraph exceed the total rent and other sums which would be payable under this Lease by Tenant in the absence of such expiration, termination or repossession. B. In the event of any such expiration, termination, or repossession, the Tenant will pay.to the Landlord the rent and other sums required to be paid by the Tenant up to the time of such expiration, termination or repossesmon, and thereafter the Tenant,- until the end ~f what would have been the full term of this Lease in the absence of such expiration, termination or repossession, and whether or not the rented property or any part thereof shall hav~ been relet, shall be liable to the Landlord for, and shall pay to the Landlord, as liquidated and agreed current damages for the Tenant s default (i)the rent and other sums which would be payable under this Lease by tile Tenant in the absence of sucl~ expiration, termination or repossession, less (ii) the net prOceeds, if any, of any 'relet- tin effected for the account of the Tenant pursuant to Paragraph 27 hereof, after deducting all expenses in connection with such re- letting (including, witi~oUt :limitation, ~1 repossession costs, ~rbkerage commissions, legal expenses, attorneys' fees, employees' ex- penses, ~easonable alteration cost% and expehses of preparation for such relenting). The Tenmit will pay such current dan~ag~s on the days on which the rent would have, been l~ayable uhder this Lease in the absence of such expiration, tehnination or repossession, and" the Landlord shall be entitled to recover the same from the Tenant on each such day. C. t or repossession, whether or not the Landlord shall have collected recover froTM the Tenant and the Tenant shall pay to the Landlord any current dar on demand, as a >r the Tenant's default and in lieu of all current damages beyond the date of such demand, an (i) the rent and other sums which would be payable under this Lease from the date of if the Tenant shall have satisfied in full its obligations under Paragraph A above to pat ~-rm of this Lease in the absence of such expiration termina- tion or re : net property for the same period, with interest on the .amount of the date of payment at the rate of TEN PERCENT (10%) per annum. If any statute or rule of f such liquidated final damages to less than the amount above agreed upon, the Landlord shall be owable under such statute of rule or law. RIGHTS. In the event of any termination of the term of this Lease pursuant to the rented property pursuant to Paragraph 26 hereof, the Tenant, insofar as permitted by or of the institution of legal proceedings t° that ~nd, and any right of redemption, re-entry or re- entitled to the 29. Paragraph law, waives possessions. 30. NO WAIVER BY LANDLORD. No failure by the Landlord to insist upon the strict performance of any termhereof, or to exercise any right, power or remedy consequent upon a breach thereof; and no acceptance of full or partial rent during the continu- ance of any such breach, shall constitute a waiver of any such breach or of any such term. No waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other than existing or subsequent breach. 31, REMEDIES. CUMULATIVE. Each right, power and remedy of the Landlord provided for in this Lease shall be cumulative and concurrent and ]shall be in addition to every other right, power or remedy provided for in this Lease or now or hereafter existing at law or in equity orby statute or otherwise, and the exercise or beginning of the exercise by the Landlord of any one or more ol; the rights, powers, or remedies provided for in this Lease or now or hereafte~ existing at law or in equity or by statute or otherwise shall not preclude the simultane6us or later exercise by the Landlord of any or all such other rights, powers or remedies. 32. , OF SURRENDER. No surrender to the Landlord of this Lease or of the rented property or any part there- or of or effective unless agreed to and accepted in writing by the Landlord and no act of the Land- lord and acceptance by the Landlord shall constitute an acceptance of any such surrender. 33. TIME IS OF It is understood and'agreed between the parties hereto that time is of the essence of all of the terms and provi~ionS 34. ENTIRE AGREEMENT. This Lease contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and! it may be modified only by an. agreement in writing signed and sealed by Landlord and Tenant. 35. party hereto desires to give notice to the other or to make tender to the other, such notice or tender shall be in writing when it shall have been deposited in the United States Mails, certified and addressed to the party for whom it FOR TFIE LANDLORD: ~r~.Kl~t~ar~dwxncnescerViolet Klatt and Elsie A. Winchester Post Office Drawer 1240 Boynton Beach, Florida 33426 City of Boynton Beach FOR THE TENANT: Attn: Legal Department 100 East Boynton Beach Boulevard ~Boynton Beach, Florida 33435 36. GENDER. All words used herein in the singular number shall extend to and include the plural number, and all words herein used in the plural number shall extend to and include the singular number, when the context or facts require it. All words used here- in any gender shall extend to and include all genders and any pronoun shall be taken to refer to the person or persons intended, regard- less of number or gender. ~37. DE',;ALUATiGN. b ...... .:. ~. e....that-4he,-Uni~~~¢~evalued~~ted~tat~ov~eed y a regular specie of a lesser value, then and in that even! the r~~r:, or any purchase-price to be paid to the Landlord b the Te : '-' _ --_ '- , -aSru in pr~said devaluation so'that the rental to be paid to the Land- I ~ -- !-. !ue-as4he4gedt~-~c~Dol~r--;¢aa ore, he-date c,f-t-hc c-xcc-dtlon of tlfi~L~ser 38. BENEFIT. This Lease shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties here- to. The spouse of Landlord signs this Lease solely for the purpose of complying with the laws of the State in which the rented property is located, requiring the joinder of said spouse in the execution of this Lease to release the right of'curtesy, if any, or dower, if an~, as the case may be, and said spouse shall not be liable hereunder, except for the release of said right of cuEtesy or dower, as the case may be. 39. OTHER PROVISIONS. -7- 39. (a) 39. (b) 39. (c) 39. (d) Notwithstanding any provision of this Lease to the contrary, if more than fifty percent (50%) of the leased premises is rendered unusable due to casualty damage, this Lease shall automatically terminate as of the date of such casualty. If this Lease does not automatically terminate and Tenant elects not to exercise its right of termination, Landlord shall promptly proceed to make the necessary repairs to the leased premises, subject to receipt of the insurance proceeds. Notwithstanding any provision of this Lease to the contrary, Landlord shall, at its expense, repair and maintain the roof and exterior walls of the building located on the property and the lawn, landscaped areas, parking lot and all sidewalks and other exterior areas of the property. Provided Tenant is not in default under this Lease: (1) Tenant shall have the option to extend the term of this Lease ~or an additional two (2) calendar months, provided Tenant gives Landlord written notice electing to so extend not later than fifteen (15) days prior to the expiration of the original Lease Term; and (2) Tenant shall also have the right to further extend the term of this Lease for a second two (2) calendar month period; provided that (a) Tenant gives Landlord written notice electing to so extend not later than fifteen (15) days prior to the expiration of the first two (2) month extension period and (b) Tenant's right to~.extend for said second two (2) month period shall be subject to Landlord's right to elect to terminate this Lease after the first two (2) month extension in the event that Landlord is negotiation the sale or rental of the property or any portion thereof, to a third party who objects to the further extension of this Lease. Any provisions hereof to the contrary notwithstanding, in conjunction with any litigation between the parties with respect to this-Lease the prevailing party shall be entitled to recover its attornys fees and costs incurred, including those incurred with respect to any appellate or post judgment proceedings. -8- IN WITNESS WIIEREOF. tile parties hereto have herennlo set Iheir hands and seals, the day and year first above wrilten. Signed, Settled and Delivered in the presence of: As to Landlord As to'l~/nant CITY OF BOYNTON BEACH ~- As toTenant BILL R. , a~' ent .-'or Land ] MOORE, MAYOR (SEAL) (SEAL) (SEAL) (sEAL) COUNTY OF .. -- . ....... I IIEREBY CERTIFY that on this day belore ~ne, an officer duly at, thorized to'administer oaths and take ack n the State and County aforesaid, personally appeared - -- to me known to be the persons described in and who executed the foregoing Business Lease, as d they acknowledged to and before me that they executed the same. WITNESS myhand and Official Seal in the State and County 3, foresaid, this .,?-4day of - , .~ A. D.'19 _ N O--T'7~'~ PUBLIC ~./~y Commission Expires: .... STATE OF ." --.-~ /.- COUNTY OF ,. .... ..- _ --_.:_ I HEREBY CERTIFY tha~t....off this day before me, an officer duly authorized to administer oaths and take acknowledgments in Ihe State and County~J~, versonally appeared ~ .," - , to me known to be the persons described ,n a~< wh.~.xecuted the foregoing Business Lease. as Ten:mt, and they acknowledged to m~d before me that they executed the sallie. ~/4VITNESS my hand and Official Seal in the State and County aforesaid, this day of A.D. NOTARY PUB L1C N