R23-064 1 RESOLUTION NO. R23-064
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
5 APPROVING AND AUTHORIZING THE PROPER CITY OFFICIALS TO
6 EXECUTE AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF
7 BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY
8 REDEVELOPMENT AGENCY FOR THE USE OF UNIT 8 AT THE HEART OF
9 BOYNTON SHOPS FOR THE NEIGHBORHOOD OFFICER POLICING (NOP)
10 PROGRAM AND THE ASSOCIATED LEASE AGREEMENT WITH WELLS
11 LANDING APARTMENTS, LLC FOR UNIT 8; AND PROVIDING AN
12 EFFECTIVE DATE.
13
14 WHEREAS, at the October 12, 2021, CRA Board meeting, the Board approved the
15 relocation of the Neighborhood Officer Policing (NOP) Program office from the Ocean Breeze
16 East Apartments to the E. MLK Jr. Boulevard Commercial portion of the mixed-use project; and
17 WHEREAS, as defined in the Development Agreement approved by the CRA, Unit 8 is a
18 1,055 square foot rent-free space dedicated to the CRA's NOP Program and per section 5.b.ii of
19 the Agreement, the Neighborhood Officer Program Office ("NOP Office") shall be completed
20 and in move-in ready condition within 18 months of the February 8, 2022 effective date (or
21 August 8, 2023); and
22 WHEREAS, once the build-out is complete,the NOP will lease the space from CMC since
23 the lease term will survive the CRA sunset in 2044; and
24 WHEREAS, an Interlocal Agreement is required to allow the City to lease the rent- free
25 space from CMC for the NOP Program and the CRA to reimburse CMC for the buildout of the
26 NOP Office; and
27 WHEREAS,the City Commission of the City of Boynton Beach upon recommendation of
28 staff, deems it to be in the best interest of the citizens and residents of the City of Boynton Beach
29 to approve and authorize the proper City officials to execute an Interlocal Agreement between
30 the City of Boynton Beach and the Boynton Beach Community Redevelopment Agency for the
31 Use of Unit 8 at The Heart of Boynton Shops for the Neighborhood Officer Policing (NOP)
32 Program and the associated Lease Agreement with Wells Landing Apartments, LLC for Unit 8.
33 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
34 BOYNTON BEACH, FLORIDA, THAT:
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35 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
36 being true and correct and are hereby made a specific part of this Resolution upon adoption
37 hereof.
38 Section 2. The City Commission of the City of Boynton Beach hereby approves and
39 authorizes the proper City officials to execute an Interlocal Agreement between the City of
40 Boynton Beach and the Boynton Beach Community Redevelopment Agency for the Use of Unit
41 8 at The Heart of Boynton Shops for the Neighborhood Officer Policing (NOP) Program and the
42 associated Lease Agreement with Wells Landing Apartments, LLC for Unit 8. A copy of the
43 Interlocal Agreement is attached hereto and made a part here as Exhibit "A" and a copy of the
44 Lease is attached hereto and made a part hereof as Exhibit "B".
45 Section 3. That this Resolution shall become effective immediately upon passage.
46 PASSED AND ADOPTED this 16th day of May, 2023.
47 CITY OF BOYNTON BEACH, FLORIDA
48 YES NO
49
50 Mayor—Ty Penserga ✓
51
52 Vice Mayor—Thomas Turkin
53
54 Commissioner—Angela Cruz
55
56 Commissioner—Woodrow L. Hay
57
58 Commissioner—Aimee Kelley
59
60 VOTE 5-D
61 ATTa '
62
63 AA
MI . A,1_! 4111(
64 Maylee ue J •"s, MPA, M Ty Peir
65 City Clerk �o NTON B%
66 QoRA•Te•...10 oto
67 O�co ��••�y • APP 7 AS • FO' �'
68 (Corporate Seal) i 00: v /
69 i c�: ORPOR
• ..1N0 20 :
70 14 ••. 19 , Michael D. Cirullo,Jr.
71 11�‘. • •�FLORCity Attorney
S:\CA\RI SO\Agreements\ILA with CRA and Lease for NOP-Reso.doex
INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON
BEACH AND THE BOYNTON BEACH COMMUNITY
REDEVELOPMENT AGENCY FOR PROVIDING THE
NEIGHBORHOOD OFFICER POLICING PROGRAM LOCATION
LOCATED WITHIN THE BOYNTON BEACH COMMUNITY
REDEVELOPMENT AREA.
THIS AGREEMENT("Agreement")is made by and between the CITY OF BOYNTON
BEACH, a Florida Municipal Corporation, ("CITY"), and the BOYNTON BEACH
COMMUNITY REDEVELOPMENT AGENCY, ("CRA") (individually and collectively, the
"Party"or"Parties").
WITNESSETH:
WHEREAS,the 2016 Boynton Beach Community Redevelopment Plan("Plan")calls for
the redevelopment of the Community Redevelopment Area("CRA Area")as described in the Plan;
and
WHEREAS, pursuant to Sections 163.340, 160.345, and 163.370, Florida Statutes, the
CRA is empowered to develop and implement community policing innovations, which includes
increasing the visible presence of police in the community through citizen contract patrol,
neighborhood storefront police stations,and other means;
WHEREAS,the CRA has established, in conjunction with the City,a community policing
innovation known as the Neighborhood Officer Policing Program ("NOP")pursuant to a separate
interlocal agreement("NOP Interlocal Agreement");and
WHEREAS,the CITY has approved and hereby reaffirms support for the NOP; and
WHEREAS, in order to provide a neighborhood storefront police station, the CRA
included as part of a separate Development Agreement ("Development Agreement"), attached
hereto as Exhibit A, with Wells Landing Apartments, LLC ("Landlord"), limited funding for a
development of a NOP office as further described as "Unit#8" or "Unit 8" in the Development
Agreement ("NOP Office"), and a requirement that the NOP Office be provided for use by the
NOP rent-free as further described in the Development Agreement; and
WHEREAS, for purposes of this Agreement the term "Development Agreement" shall
mean the Development Agreement as it has been and may be amended from time to time; and
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4854-7732-2846,v.2
WHEREAS, the NOP officers are employed by the City and the NOP is operated by the
CITY with financial support from the CRA pursuant to a separate interlocal agreement between
the City and CRA; and
WHEREAS, the CRA and City have determined that both parties will benefit if the City
and Landlord enter into a separate lease for the NOP Office ("NOP Office Lease"); and
WHEREAS,concurrent with the execution of this Agreement,the CRA and Landlord are
entering into a Second Amendment to Development Agreement to permit the CRA to assign
certain rights under the Development Agreement to the City; and
WHEREAS,although the NOP Office Lease will be between the City and the CRA,the
CRA desires to provide the funding described in the Development Agreement to ensure the
presence of a neighborhood storefront police station;
WHEREAS, the parties desire to ensure the NOP Office Lease remains rent-free to the
City for use by the NOP; and
WHEREAS, the CRA and City desire to ensure the NOP's continuous presence in the
CRA's boundaries(the"CRA Area"); and
WHEREAS, the CRA Board finds that this Agreement, and the use of the CRA's funds
for the NOP and NOP Office, is consistent with the CRA's Redevelopment Plan and Chapter 163,
Florida Statutes; and
WHEREAS, the CRA and the CITY find that this Agreement serves a municipal and
public purpose,and is in the best interest of the health,safety,and welfare of the CITY of Boynton
Beach, specifically those in the CRA Area;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the sufficiency of which both parties hereby confirm and acknowledge, the parties
hereby agree as follows:
1. Recitals. The recitations set forth above are hereby incorporated herein.
2. Obligations of the CRA.
a) The CRA shall pay the Landlord $100,054.00 ("NOP Office Funding") for costs
for architectural, professional design services, and construction of the NOP Office, subject to
certain restrictions set forth in the Development Agreement.
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4854-7732-2846,v.2
b) The CRA hereby assigns its right to use the NOP Office rent-free, as set forth in
the Development Agreement, and agrees to execute such documentation as may be necessary to
effectuate this assignment.
3. Obligations of the CITY.
a) The CITY shall maintain the NOP Office primarily for use by the NOP, as a
neighborhood storefront police station distinct from ordinary police operations,until such time as
the CRA is terminated or expires.
b) The NOP shall have a at least one NOP officer available to meet at the NOP Office
upon request during their assigned working hours, which may change from time to time.
c) Except for the NOP Office Funding, the CITY shall pay for the construction,
furnishing, equipping, maintenance, utilities, and all other fees and costs necessary to construct
and use the NOP Office for the NOP.
d) Upon request from the CRA, or an authorized agent of the CRA, including the
Executive Director and the CRA Attorney, the CITY shall provide all documents reasonably
requested by the CRA or CRA's agent concerning compliance with this Agreement, specifically
including any documentation concerning compliance with Florida Statutes and the required
presence of the NOP Officers at the NOP Office.
4. Relationship to NOP Interlocal Agreement.Nothing in this Agreement shall be deemed
to replace, terminate, modify or otherwise affect the NOP Interlocal Agreement, as it may be
amended from time to time. However, in the event the NOP Interlocal Agreement is terminated,
either party may terminate this Agreement upon 30 days' notice to the other party.
5. Limitation on CRA's Responsibilities.The CRA's responsibilities under this Agreement
are limited to providing funding to Landlord as specified in Section 2(a) of this Agreement and
executing documentation as described in Section 2(b)of this Agreement.
6. Indemnification.The CITY shall indemnify,save,and hold harmless the CRA, its agents,
and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which
may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees,by
reason of any property damages or personal injury, including death, sustained by any person
whomsoever, which damage is incidental to, occurs as a result of, arises out of, or is otherwise
related to the negligent or wrongful conduct of persons or the faulty equipment (including
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4854-7732-2846,v.2
equipment installation and removal) associated with the CITY's use of the NOP Office or design
or construction thereof. Nothing in this Agreement shall be deemed to affect the rights,privileges,
and sovereign immunities of the CRA or the CITY as set forth in Section 768.28,Florida Statutes.
This paragraph shall not be construed to require the CITY to indemnify the CRA for CRA's own
negligence, or intentional acts of the CRA, its agents or employees. Each party assumes the risk
of personal injury and property damage attributable to the acts or omissions of that party and its
officers, employees and agents.
7. Term of the Agreement. This Agreement shall become valid and commence upon
execution by the last Party to this Agreement, and unless earlier terminated pursuant to this
Agreement, shall terminate after upon the termination of the CRA or as otherwise provided for in
this Agreement. Nothing in this paragraph shall be construed so as to affect a Party's right to
terminate this Agreement in accordance with other provisions in this Agreement.
8. Records. The CITY and the CRA each shall maintain their own records and documents
associated with this Agreement in accordance with the requirements set forth in Chapter 119,
Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs
incurred in accordance with generally accepted accounting principles. Each Party shall have
access to the other Party's books, records and documents as required in this Agreement for the
purpose of inspection or audit during normal business hours during the term of this Agreement and
at least 1 year after the termination of the Agreement.
9. Filing. The CITY shall file this Interlocal Agreement pursuant to the requirements of
Section 163.01(11)of the Florida Statutes
10. Default. Unless otherwise provided in this Agreement, if either Party defaults by failing
to perform or observe any of the material terms and conditions of this Agreement for a period of
ten(10)calendar days after receipt of written notice of such default from the other Party,the Party
giving notice of default may terminate this Agreement through written notice to the other Party,
provided however, the CRA may not be held in default for failure of Landlord to execute
documentation or failure of Landlord to respond to requests for the same. Failure of any Party to
exercise its right in the event of any default by the other Party shall not constitute a waiver of such
rights. No Party shall be deemed to have waived any rights related to the other Party's failure to
perform unless such waiver is in writing and signed by both Parties. Such waiver shall be limited
to the terms specifically contained therein. This section shall be without prejudice to the rights of
1005631261306-9905604) 4
4854-7732-2846,v.2
any Party to seek a legal remedy for any breach of the other Party as may be available to it in law
or equity. In addition to the other remedies provided herein, in the event the CITY does not use
the NOP Office for the NOP or does not maintain a daily NOP presence in the NOP Office, and
fails to cure after the notice of default, the CITY shall pay the CRA $100,054.00; plus interest
calculated at a rate of 4%per annum.
11. No Third Party Beneficiaries. Nothing in this Agreement shall be deemed to create any
rights in any third parties that are not signatories to this Agreement.
12. Compliance with Laws. The CITY and the CRA shall comply with all statutes, laws,
ordinances, rules, regulations and lawful orders of the United States of America, State of Florida
and of any other public authority which may be applicable.
13. Entire Agreement. This Agreement represents the entire and sole agreement and
understanding between the Parties concerning the subject matter expressed herein. No terms
herein may be altered,except in writing and then only if signed by all the Parties hereto. All prior
and contemporaneous agreements, understandings, communications, conditions or
representations, of any kind or nature, oral or written, concerning the subject matter expressed
herein, are merged into this Agreement and the terms of this Agreement supersede all such other
agreements. No extraneous information may be used to alter the terms of this Agreement.
14. Severability. If any part of this Agreement is found invalid or unenforceable by any court,
such the remainder of the Agreement shall continue to be binding upon the Parties. To that end,
this Agreement is declared severable.
15. Governing Law and Venue. The terms of this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Florida and the United States
of America, without regard to conflict of laws principles. Any and all legal actions necessary to
enforce the terms of this Agreement shall be conducted in the Fifteenth Judicial Circuit in and for
Palm Beach County, Florida, or, if in federal court, in the United States District Court for the
Southern District of Florida,to which the Parties expressly agree and submit.
16. No Discrimination. Parties shall not discriminate against any person on the basis of race,
color, religion, ancestry, national origin, age, sex, marital status, sexual orientation or disability
for any reason in its hiring or contracting practices associated with this Agreement.
17. Notice. Whenever either Party desires to give notice to the other, such notice must be in
writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery
100363126.1 306-9905609) 5
4854-7732-2846,v.2
receipt, or by overnight express delivery service,evidenced by a delivery receipt,addressed to the
Party for whom it is intended at the place last specified; and the place for giving of notice shall
remain until it shall have been changed by written notice in compliance with the provisions of this
paragraph. For the present, the Parties designate the following as the respective places for giving
of notice:
a. CITY: Dan Dugger, City Manager
CITY of Boynton Beach
100 E. Ocean Avenue
Boynton Beach,FL 33435
b. CRA: Thuy Shutt,Executive Director
Boynton Beach CRA
100 E. Ocean Avenue
4th Floor
Boynton Beach, Florida 33435
c. Copies To: Michael Cirullo,Jr.
Goren,Cherof,Doody&Ezrol,P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Kathryn Rossmell,Esquire
Lewis,Longman&Walker,P.A.
515 North Flagler Drive, Suite 1500
West Pahn Beach,Florida 33401
18. No Transfer. The Parties shall not, in whole or in part, subcontract, assign, or otherwise
transfer this Agreement or any rights, interests, or obligations hereunder to any individual,
group, agency, government, non-profit or for-profit corporation, or other entity without first
obtaining the written consent of the other Party.
19.Interpretation; Independent Advice. This Agreement shall not be construed more strictly
against one Party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the Parties.The Parties declare that the terms of this Agreement
have been read and are fully understood. The Parties understand that this is a binding legal
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4854-7732-2846,v.2
document, and each Party is advised to seek independent legal advice in connection with the
matters referenced herein.
20.Counterparts and Transmission. To facilitate execution, this Agreement may be executed
in as many counterparts as may be convenient or required, each of which shall be deemed an
original,but all of which together shall constitute one and the same instrument. The executed
signature page(s)from each original may be joined together and attached to one such original
and it shall constitute one and the same instrument. In addition, said counterparts may be
transmitted electronically(i.e.,via facsimile or.pdf format document sent via electronic mail),
which transmitted document shall be deemed an original document for all purposes hereunder.
21. Survival.The provisions of this Agreement regarding indemnity,waiver,and termination,and
records shall survive the expiration or termination of this Agreement and remain in full force
and effect.
22. Time is of the Essence. The parties acknowledge that time is of the essence in the performance
of the provisions in this Agreement.
23.Attorney's Fees.If any action at law or in equity is necessary to enforce or interpret the terms
of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, expenses,
and costs, including those at the appellate level, in addition to any other relief to which it may
be entitled.
[Signatures on following page.]
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4854-7732-2846,v.2
IN WITNESS WHEREOF,the CITY and the CRA hereto have executed this Agreement
as of the later of the dates set forth below.
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[00563126.1 306.9905604) 8
4854-7732-2846,v.2
BUSINESS LEASE
This AGREEMENT of.Lease(this"Lease"), is entered into this I`:hay of 2023,
between Wells Landing Apartments LLC d/b/a The Heart of Boynton Sho s (h rein fter called the
"Lessor" or the "Landlord"), and The City of Boynton Beach (hereinafter Calle a "Lessee" or
"Tenant").WITNESSETH,that the said Lessor does this day Lease unto said Lessee and said Lessee does
hereby hire and take as Tenant approximately:
Square feet of Commercial Space: 1,055 square feet
Location: 119 E Martin Luther King Jr.Blvd
Suite 108
Boynton Beach,FL 33435
Accepted Use: Used and occupied by the Lessee as a Neighborhood Officer Program("NOP")Office
and for no other purposes or uses whatsoever.
Lease Term: Five(5)years subject and conditioned on the provisions of this lease.
The Lease should begin July 1,2023 and end June 30,2028.Due to the construction of the retail space,
dates may need to be adjusted.Tenant may automatically renew this lease for successive five(5)year
periods upon written notice to the Landlord.Tenant agrees and understands that the move-in date is only
an approximate date.Total rent payable as follows:
Total Rent EACH year is:
July 1,2023—June 30,2028: Annual Base Rent: $0.00
Monthly Base Rent: Zero Dollars and 0 Cents
($0.00)
Monthly Sales Tax: Zero Dollars and 0 Cents ($0.00)
Monthly CAM Fee:Not to exceed($96.71.00)
Monthly Total: Zero Dollars and 0 cents($0.00).
In no case shall the total rent described above, plus any additional rent described herein,exceed an
amount equal to 0.00 dollars($0.00)per square foot.
Acceptance of Premises: Tenant accepts premises in "As Is" & "Where Is" condition. Tenant shall be
responsible for all expenses associated with the direct operation of the Premises,including but not limited
to, electric, water, cleaning, and all utility expenses. Tenant shall be fully responsible for obtaining a
Certificate of Occupancy,Certificate of Use,and Business Tax Receipt from City of Boynton Beach
and Palm Beach County,as applicable within One Hundred and Twenty(120)days of issuance of a
Temporary Certificate of Occupancy for the residential portion of the building. Tenant is
responsible for complying with all applicable laws,codes, rules and regulations, including but not limited
to county/state/federal fire regulations.Tenant's failure to comply with the requirements of this paragraph
shall be considered a breach of this Lease. Tenant is also responsible for any fees acquired due to the
violations.
Construction Assistance: Tenant shall receive financial assistance from the Boynton Beach CRA and/or
the Landlord subject to the terms and conditions of an interlocal agreement.
Rules and Regulations governing the use of the property including common areas:
In addition to the terms set forth herein,Tenant understands and agrees to comply with certain rules that
will be set forth by Landlord to assure safety, sanitation, code compliance, uniformity and cooperation
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including matters such as:Parking,signage,trash removal,storage of personal property, loitering
Tenant Responsibilities:Except as noted above, Tenant shall be responsible for all improvements and
alterations to the interior.Tenant shall obtain all necessary permits and licenses to conduct work. Tenant
agrees to pay for the all of the design and construction of build-out including but not limited to electrical,
mechanical, plumbing, structural, building, fire and all other trades as applicable to current building
codes. Tenant further agrees to hold Landlord harmless for all build-out improvements including any
fees/fines required for final approvals.
1. ASSIGNMENT. Tenant shall not assign, transfer, sublease,mortgage,pledge or otherwise encumber
the demised premises or any part thereof without the express, written consent of Landlord first
obtained;provided,however,that Landlord's consent shall not be unreasonably withheld. In the event
of any assignment,transfer or sublease by Tenant,Tenant shall remain liable for the full performance
of each and every covenant and condition hereunder. Landlord's approval of any subtenant or
assignee is conditioned upon there being no additional compliance required with all laws, rules and
regulations of any governmental authority required of either the Landlord or the Tenant and such
approval shall create no responsibility or liability on the part of the Landlord for any non-compliance
with laws,rules and regulations of any governmental authority.
2. TENANT COMPLIANCE. Tenant, at Tenant's sole expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations and requirements of federal, state county and municipal
authorities now in force or which may hereafter be in force, which shall impose any duty upon the
Landlord or Tenant with respect to the use, occupation or alteration of the premises, and the Tenant
shall use all reasonable efforts to fully comply with the Americans with Disability Act.Tenant agrees
to pay tenant's pro-rata share of Landlord's capital expenditures required under any governmental
law,rule or regulation that was not applicable to the building at the time it was originally constructed.
Landlord,to its best knowledge,is currently complaint with all governing codes and regulations.
3. FIRE. In the event the premises shall be destroyed or so damaged or injured by fire or other casualty
during the life of this Lease, whereby the same shall be rendered untenantable, then the Lessor shall
have the right to render said premises tenantable by repairs within ninety(90)days therefrom. If said
premises are not rendered tenantable within said time, it shall be optional with either party hereto to
cancel this Lease, and in the event of such cancellation the rent shall be paid only to the date of such
fire or casualty.The cancellation herein mentioned shall be evidenced in writing. Tenant shall not be
liable for rent during the time the premises are rendered"untenantable. . ..
4. ABANDONMENT. In the event the Lessee abandons the premises, the Landlord may, at his option,
enter the leased premises,by force or otherwise, without being liable in any way. For the purpose of
this section, both parties agree that the premises shall have been deemed abandoned and vacated if:
(1)the Lessee has not entered the premises for five, consecutive working days, excluding weekends
and holidays, and (2) the Lessee has not notified the Lessor, in writing, of its intentionto be away
from the premises for vacation or other purpose. Delinquent shall be defined as ten (10) days past
due.
5. RIGHT OF ENTRY. The Lessor or any of his agents, shall have the right to enter said premises
during all reasonable hours with reasonable notice, to examine the same to make such repairs,
additions or alterations as may be deemed necessary for the safety,comfort or preservation thereof or
of said building or to exhibit said premises and to put or keep upon the doors or windows thereof a
notice `FOR RENT"at any time within thirty(30) days before the expiration of this Lease. The right
of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or
additions,which do not conform to this Lease or to the rules and regulations of the building.
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6. ALTERATIONS. Lessee shall make no structural changes, alterations or mechanical improvements
whatsoever without first having obtained the written consent of the Lessor which shall not be
unreasonably withheld. Any structural improvements and additions to the premises which Lessee
might make must comply with such municipal building and zoning code as would be applicable and
shall be paid for in cash at time of making thereof,so as not to subject the premises to mechanics lien.
If Landlord so elects, Tenant at its cost shall restore the premises to the condition designated by
Landlord in its election, before the last day of the term of this Lease or within thirty (30) days after
notice of election is given, whichever is earlier. Landlord's approval of any plans, specifications or
work drawings shall create no responsibility or liability on the part of the Landlord for their
completeness, design sufficiency or compliance with all laws, rules and regulations of governmental
agencies or authorities.
7. INTERIOR. Tenant agrees to keep the interior of said premises, all windows, screens, awnings,
doors, including the overhead truck loading doors, interior walls, pipes, electrical fans, machinery,
plumbing,electric wiring,and other fixtures and interior appurtenances,in good and substantial repair
and clean condition at Tenant's own expense--fire, windstorm, or other act of God, alone excepted.
All glass, both interior and exterior, is at the sole risk of Tenant and Tenant agrees to replace at
Tenant's own expense, any glass broken during the terms of this lease. It is hereby understood and
agreed that in the event that there is an air conditioning unit (or units) in the demised premises, the
Tenant shall maintain and repair the same during the term of this lease and shall return said unit(or
units)to the Landlord at the termination of this lease in good working order,reasonable wear and tear
excepted.Tenant shall enter into a maintenance contract with a licensed mechanical contractor for the
maintenance of said air conditioning units, and shall provide Landlord with a copy of said
maintenance agreement within thirty(30)days of execution of this lease.
8. CHATTELS. The Lessee hereby pledges and assigns to the Lessor all the furniture, fixtures, goods,
and chattels of said Lease,which shall or maybe brought or put on said premises as security for the
payment of rent herein reserved and the Lessee agrees that the said lien may be enforced by distressed
foreclosure or otherwise at the election of the said Lessor and Lessee agrees to pay collection costs.
Except the equipment listed in the attached list and/or under lease and owned by third parties.
9. Without waiving the right to sovereign immunity,the Tenant acknowledges that it is self-insured for
commercial general liability in the amounts specified in Florida Statutes Section.768..28,as may be
amended from time to time. In addition,Tenant maintains a third-party commercial general liability
insurance in lieu of exclusive reliance on self-insurance, which Tenant shall provide proof of the
Certificate of Insurance to Landlord prior to the commencement of the Term.
10. HEIRS AND ASSIGNS.This Lease shall bind the Lessor and its assigns or successors and the heirs,
assigns, administrators, legal representatives, executors or successors as the case may be of the
Lessee.
11.NOTICE. It is understood and agreed between the parties hereto that written notice by email,certified
mail return receipt requested, mailed or delivered to the premises leased hereunder shall constitute
sufficient notice to the Lessee and written notice by email, certified mail return receipt requested,
mailed or delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to
comply with the terms of this Lease.
12. WAIVER.The rights of the Lessor under this Lease shall be cumulative and failure on the part of the
Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said
rights.
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13. SIGNS. It is understood and agreed that any signs or advertising to be used, including awnings, in
connection with the premises leased hereunder shall be first submitted to the Lessor for approval
before installation of same.Tenant shall have the right to install its store sign on the Premises, at its
sole cost and expense, in accordance with the code and sign criteria established by the City of
Boynton Beach.
14. CHARGES FOR SERVICE. It is understood and agreed between the parties hereto that any charges
assessed upon the Tenant by Landlord for services, utilities or for the work done on the premises by
order of the Tenant,or otherwise accruing under this Lease, shall be considered as rent due and shall
be included in any lien for rent. It is further understood that the Tenant shall, upon demand, pay as
additional rent its pro rata share(s)of any sprinkler standby, storm water utility standby,water and/or
sewer charges billable to the Landlord for the building(s) of which the demised premises are a part.
Landlord represents that,at present,there are no pending charges.
15. BANKRUPTCY.If the Lessee shall become insolvent or if bankruptcy proceedings shall be instituted
by or against the Lessee, before the end of this Lease,the Lessor is hereby irrevocably authorized to
forthwith cancel this Lease,as for default.
16. SUBORDINATION.Subject to the provisions of Paragraph 33 below,this Lease shall be subordinate
to any ground lease, mortgage,deed of trust, or any other hypothecation or security now or hereafter
placed upon the property and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof. Notwithstanding such
subordination, Tenant's right to quiet possession of the leased premises shall not be disturbed if
Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the
provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. In the event
of a foreclosure of any such mortgage or the termination of this Lease, Tenant will, upon request of
any person or party succeeding to the interest of Landlord as a result of such foreclosure or
termination, automatically become the Tenant of such successor in interest without change in the
terms or other provisions of this Lease. Upon request by Landlord'smortgages or such successor in
interest, Tenant shall execute and deliver, on terms and conditions reasonably acceptable to the
parties,an instrument or instruments confirming the attornment herein provided for.
Tenant agrees to execute and acknowledge any documents required to effectuate an attornment,
subordination, or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease,
as the case may be. Tenant's failure to execute such documents within ten (10) days after written
demand shall constitute a material default by Tenant hereunder or, at Landlord's option, Landlord
shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact.
Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact
and in Tenant's name, place and stead, to execute such documents in accordance with this Section,
said appointment to be a power during the term of this Lease coupled with an interest and irrevocable.
17. SURRENDER PREMISES. Lessee hereby accepts the premises in the condition they are in at the
beginning of the 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 said premises in broom-swept clean and
tenantable condition. Tenant shall not be permitted any holdover status upon termination or
cancellation of this Lease.
18. WATER DAMAGE. It is expressly agreed and understood by and between the parties to this Lease
that all personal property placed or moved in the premises above described shall be at the risk of the
Lessee.The Lessor shall not be liable for any damage or injury by water, which may be sustained by
the said Tenant or other person or for any other damage or injury resulting from the carelessness,
negligence, or improper conduct on the part of any other tenant or agents or employees or by reason
of the breakage,leakage,obstruction of the water,sewer or soil pipes in or about the said building.
19. RETURN OF PREMISES. At the termination of this Lease, the premises shall be restored to their
original condition (subject to improvements and additions remaining at Lessor's option as described
:(00555243.1 306.9905604) 4
above)and returned to.the Lessor'in broom-clean condition.
20. UTILITIES. The Tenant will be responsible for making arrangements with the utility company and
the phone company for any electricity or phone service. and this Lease will begin on' the date
indicated,whether or not the Tenant has been.ableto successfully arrange for such services,
21..PARKING. Motor vehicles shall be parked in the area directly in front of the leased bay and not in.
front of the neighboring bays.Tenant appoints Landlord as'its attorney-in-fact to remove all vehicles
which are improperly parked. Disabled, abandoned or improperly registered vehicles shall not be
permitted to remain.On the parking area fora period longer.than 48 hours.Tenant to have the use of
all the parking spaces in front of leased premises.
22. TRASH.REMOVED.Tenant shall provide for suitable containers for the collection of trash:and other
waste.Tenant shall secure the removal of the trash and wasteat regular and periodic intervals so as to
prevent the accumulation of trash in such a manner as to become a nuisance or health hazard.In the
event the Tenant permits trash or waste to accumulate in an unsightly fashion, Landlord shall be
authorized to remove same at Tenant's expense:
23. NO OUTSIDE STORAGE. Tenant shallconfine all.of its activities.to the interior portion of the
demised premises and shall not conduct activities or store materials in the areas adjacent to the.
demised premises. The parking area shall be used for parking by employees or visitors only. Tenant
.shallkeep the parking area outside its premises free of any waste, trash, or any other debris. No
materials,equipment or any items related to the Tenant's business may be stored outside the premises
overnight, with the exception of commercial trash containers. No pallets,'cardboard boxes or any
other material shall be stored outside at any time.No chemicals, flammable items,.toxic substances,
petroleum products or other contaminants shall be allowed in the property at any time.
24. ABANDONED PROPERTY.It is understood and agreed that any merchandise,fixtures, furniture'or
equipment left.in the premises when Tenant vacates shall be deemed to have been abandoned by
Tenant and by such abandonment Tenant automatically relinquishesany right of interest therein.
Landlord is authorized to sell,dispose of or destroy same.
25, ESTOPPEL CERTIFICATE.Tenant, upon'request of Landlord Or any holders of a mortgage against
the fee,shall fromtime to time deliver or cause to be delivered to Landlord or such mortgagee,within
ten (10) days from date of demand, a certificate duly executed and acknowledged in form for
recording, without charge, certifying, if true; that this Lease is valid and existing and in full force*
effect that Landlord's not indefault under any of the terms Of this Lease and"Such"oilier•matters as
may be required by Landlord..or such mortgagee. Tenant further agrees to pay to Landlord, as.
additional rent,an amount equal to 1/30 of one.month's rent at the monthly rental then obtaining,for
each day,if any, in excess often(10)days after such demand that.'Tenant shall fail to deliver such a
certificate as provided for in this.clause..
26. HAZARDOUS SUBSTANCES - GENERAL. The term "Hazardous Substances,"'as used in this
Lease shall mean pollutants,contaminants,toxic or hazardouswastes,or any other substances the.use
and/or the removal of which is required or the use of which is restricted,prohibited or penalized by
any"Environmental Law,"which term shall mean any federal,state or local law, ordinance or other
statute of a governmental or quasigovernmental authority.relating to pollution or protection of the
environment. Lessee hereby agrees that (i) no activity will be conducted on the premises that will
produce any.I-Iazardous Substance, except.for such activities that.:are part of the ordinary course of
Lessee's business activities (the "Permitted Activities") provided said Permitted Activities are
conducted in accordance with all Environmental Laws and have been approved in advance in writing
by Lessor; Lessee shall be responsible for obtaining any required permits and paying any fees and
providing any testing required by any governmental agency;.(ii)the premises will not be used in any
manner for the storage of any Hazardous Substances except for the temporary storage of such;
materials that are used in the ordinary course of Lessee's business (the "Permitted Materials")
1005020.1 306-9901604 f 5
provided such Permitted Materials are properly stored in a manner and location meeting all
Environmental Laws and approved in advance in writing by Lessor; Lessee shall be responsible for
obtaining any required permits and paying any fees and providing any testing required by any
governmental agency; (iii)no portion of the premises will be used as a landfill or a dump; (iv)Lessee
will not install any underground tanks of any type;(v)Lessee will not allow any surface or subsurface
conditions to exist or come into existence that constitute,or with the passage of time may constitute a
public or private nuisance; (vi) Lessee will not permit any Hazardous Substances to be brought into
the premises, except for the Permitted Materials described below, and if so brought or found located
thereon, the same shall be immediately removed, with proper disposal, and all required cleanup
procedures shall be diligently undertaken pursuant to all Environmental Laws. Lessor or Lessor's
representative shall have the right but not the obligation to enter the premises for the purpose of
inspecting the storage, use and disposal of Permitted Materials to ensure compliance with all
Environmental Laws. Should it be determined, in Lessor's sole opinion,that said Permitted Materials
are being improperly stored,used, or disposed of,then Lessee shall immediately take such corrective
action as requested by Lessor. Should Lessee fail to take such corrective action within 24 hours,
Lessor shall have the right to perform such work and Lessee shall promptly reimburse Lessor for any
and all costs associated with said work. If at any time during or after the term of the Lease, the
premises is found to be so contaminated or subject to said conditions, Lessee shall diligently institute
proper and thorough cleanup procedures at Lessee's sole cost, and Lessee agrees to indemnify and
hold Lessor harmless from all claims, demand, actions, liabilities, costs, expenses, damages and
obligations of any nature arising from or as a result of the use of the premises by Lessee. The
foregoing indemnification and the responsibilities of Lessee shall survive the termination or
expiration of this Lease.
27. LANDLORD'S LIABILITY. The liability of the Landlord (which, for the purposes of this Lease,
shall include the Owner of the building if other than the Landlord) to the Tenant for any default by
Landlord under the terms of this Lease is limited to the interest of the Landlord in the building,and
the Tenant agrees to look solely to the Landlords interest in the building for the recovery of any
judgment.
28. 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 overtime.
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.
29. ATTORNEY'S FEES. If either party becomes a party to any litigation concerning this Lease, the
premises,or the building or other improvements in which the premises are located, by reason of any
act or omission of the other party or its authorized representatives,and not by any act or omission of
the party or its authorized representatives, the party that causes the other party to become involved in
the litigation shall be liable to that party for reasonable attorneys' fees and all costs and expense
incurred by it in connection with said litigation including available appeals thereof.
30. WAIVER OF TRIAL BY JURY. Tenant and Landlord hereby knowingly, voluntarily, and
intentionally waive the right either may have to a trial by jury in respect to any litigation based
thereon, or arising out of, under or in connection with this instrument and any agreement
contemplated to be executed in conjunction herewith or any course of conduct, course of dealing,
statements (whether verbal or written), or actions of either party. This provision is a material
inducement for the Landlord leasing the premises to the Tenant.
31. CONDEMNATION. If any portion of the leased premises or the project are taken under the power of
eminent domain,or sold under the threat of the exercise of said power(all of which are herein called
"condemnation'), this Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs;provided that if so much of the premises or
project are taken by such condemnation as would substantially and adversely affect the operation and
(00553245.1306-9905404) 6
profitability of Tenant's business conducted from the premises, and said taking lasts for ninety (90)
days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days
after Landlord shall have given Tenant written notice of such taking(or in the absence of such notice,
within thirty (30) days after the condemning authority shall have taken possession), to terminate this
Lease as of the date the condemning authority takes such possession. If a taking lasts for less than
ninety(90)days,Tenant's rent shall be abated during said period but Tenant shall not have the right
to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing,this
Lease shall remain in full force and effect as to the portion of the premises remaining, except that the
rent shall be reduced to the proportion that the usable floor area of the leased premises taken bears to
the total usable floor area of the project. Landlord shall have the option in its sole discretion to
terminate this Lease as of the taking of possession by the condemning authority, by giving written
notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by
condemnation of any part of the premises or the project. Any award for the taking of all or any part of
the premises or the project under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Landlord, whether such award shall be made as
compensation for diminution in value of the leasehold or for the taking of the fee, as severance
damages,or as damages for tenant improvements;provided, however,that Tenant shall be entitled to
any separate award for Ioss of or damage to Tenant's trade fixtures and removable personal property
and any award available for the relocation of Tenant's business. In the event that this Lease is not
terminated by reason of such condemnation, and subject to the requirements of any lender that has
made a loan to Landlord encumbering the project, Landlord shall to the extent of severance damages
received by Landlord in connection with such condemnation,repair any damage to the project caused
by such condemnation except to the extent that Tenant has been reimbursed therefore by the
condemning authority. Tenant shall pay any amount in excess of such severance damages required to
complete such repair. Except as set forth in this Section,Landlord shall have no liability to Tenant for
interruption of Tenant's business upon the premises, diminution of Tenant's ability to use the
premises,or other injury or damage sustained by Tenant as a result of such condemnation.
IN WITNESS WHEREOF, the parties hereto have executed this instrument for the purpose herein
expressed,the day and year above written. Signed,sealed and delivered in the presence of:
Witness as to Landlord: Landlord: Wells Landin •. = ents LLC d/b/a
The Heart of Boynto .o•: Lewis Swezy,
Manager of Mana!;
By: By: / __
K.,
Date: Da �:. J 2.
Witness as to Tenant: / Tenant Name: City of Boynton Beach.
Byr1 �:<L.' —.Mgt . By: ,- _ Il _
�/ -lb.
i �, a � ._ �� Date:^���r'' -/ >,
(00333243.1 306-9903604) 7