R06-036
, I
1 RESOLUTION NO. R 06- 0.3&
2
3 A RESOLUTION OF THE CITY COMMISSION OF
4 THE CITY OF BOYNTON BEACH, FLORIDA,
5 AUTHORIZING THE EXECUTION OF THE LICENSE
6 AGREEMENT BETWEEN THE CITY OF BOYNTON
7 BEACH AND THE CHILD CARE CENTER, INC.; AND
8 PROVIDING AN EFFECTIVE DATE.
9
10 WHEREAS, upon recommendation of staff, the City Commission has determined
11 that it is in the best interests of the residents of the City to execute a Lease Agreement with
12 Child Care Center, Inc., to operate a community service center with the primary activity
13 being child care and child care related activities located at 909 Northeast 3rd Street, Boynton
14 Beach, Florida; and
15 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
16 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
17
Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
18 being true and correct and are hereby made a specific part of this Resolution upon adoption
19 hereof.
20
Section 2.
The City Commission of the City of Boynton Beach, Florida does
21 hereby authorize the execution of the Lease Agreement with Child Care Center, Inc., to
22 operate a community service center with the primary activity being child care and child care
23 related activities located at 909 Northeast 3rd Street, Boynton Beach, Florida, a copy of
24 which is attached hereto as Exhibit "A".
25
26
Section 3.
This Resolution shall become effective immediately upon passage.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
, I
PASSED AND ADOPTED this 7J17 day of February, 2006.
ATTEST:
(City Seal)
CITY OF BOYNTON BEACH, FLORIDA
17r
~or
ISSlOner
?~~~~"~
~~<~
Commissioner
RoG. C3~~
LEASE AGREEMENT
-t, /I. r ""UJJ~.}
THIS IS A LEASE AGREEMENT, made this J..."!h. day of re t3/ua.1L1 ,2005, by
and between:
CITY OF BOYNTON BEACH, a municipal corporation organized and
operating pursuant to the laws of the State of Florida, with a business address of
100 E. Boynton Beach Blvd., Boynton Beach, FL 33425 hereinafter referred to as
"LESSOR";
and
CHILD CARE CENTER, INC.., whose address is, 909 NE 3rd Street, Boynton
Beach, FL 33425, hereinafter referred to as "LESSEE".
For and in consideration of these Premises, the rents reserved and the agreements and
covenants herein contained, the LESSOR does hereby lease and demise unto the LESSEE, and the
LESSEE does hereby hire and take from the LESSOR, the Premises specified below (hereinafter
the "Premises") upon the terms and conditions set forth herein.
ARTICLE I. FUNDAMENTAL LEASE PROVISIONS
LESSOR
Name:
City of Boynton Beach
Attn: City Manager
100 E. Boynton Beach Blvd., Boynton Beach, FL 33425
(561) 742-6010
(561) 742-6011
Address:
Telephone No.:
Facsimile No.:
LESSEE
Name:
Child Care Center, Inc.
Attn: Lena Rahming
909 NE 3rd Street
Boynton Beach, FL 33425
(561) 742-6055
(561)
Address:
Telephone No.:
Facsimile No.:
Premises:
The Premises located at 909 NE 3rd Street, Boynton Beach, Florida
33425. A depiction of the leased Premises is attached hereto as
Exhibit" A" .
Lease Term:
Five (5) Years with the option for one (1) five (5) year renewal.
Annual Base Rent:
One and 00/1 00 Dollar ($1.00) per year, plus applicable sales tax.
Permitted Use:
Operation of a community service center with the primary activity
being child care and child care related activities such as food
Page 1 of 18
service, family support, and such other uses as are incidental to the
operation thereof.
Lease Effective Date: October 1, 2005
Term Effective Date: October 1, 2005
Rent Commencement Date: LESSEE shall be obligated to commence rental payments
upon October 1,2005.
ARTICLE II. DEFINITIONS
The following definitions shall apply:
A. BASE RENT: The Base Rent to be paid by LESSEE pursuant to the provisions herein.
B. THE PREMISES: The premises located at 909 NE 3rd Street, Boynton Beach, Florida
33425, as depicted in Exhibit "A" attached hereto, which is hereinafter referred to as the
"Leasehold Premises" or the "Premises".
C. HOURS OF OPERATION: LESSEE may designate its own hours of operation
between the hours of6:00 a.m. through 8:00 p.m. Monday through Friday. There shall be
no hours of operation on Sunday or outside the permitted hours of operation provided
herein, without the prior written consent of LESSOR, which consent shall not be
unreasonably withheld.
ARTICLE III RENT AND OTHER CHARGES
A. ANNUAL BASE RENT: LESSEE shall pay no later than October 1, 2005 and each year
thereafter, throughout the term of this Lease, the sum specified as Base Rent under Article
1. Such payment shall be made at the office of the LESSOR as set forth in Article I or at
such place LESSOR may from time to time designate by written notice directed to
LESSEE at the Premises.
B. LEASE TERM AND RENEWALS: The term shall be five (5) years beginning on
October 1, 2005. LESSEE shall have one (1) five (5) year option to renew the Lease. In
order for LESSEE to exercise its renewal option, LESSEE must provide written notice of
its intent to renew at least sixty (60) days prior to the expiration ofthe then current term.
C. TAXES: LESSEE acknowledges that it shall be responsible for the payment of any and all
real property taxes as well as any special assessments imposed against the Leasehold
Premises. LESSEE shall further pay, or cause to be paid, before delinquency, any and all
taxes levied or assessed and which become payable during the Term hereof upon all
LESSEE's equipment, furniture, fixtures, and any other personal property located in the
Premises. In the event any or all of LESSEE's equipment, furniture, fixtures and other
personal property shall be assessed and taxed with the real property, LESSEE shall pay to
Page 2 of 16
LESSOR its share of such taxes within ten (10) days after delivery to LESSEE by LESSOR
of a statement in writing setting forth the amount of such taxes applicable to LESSEE's
property.
LESSEE shall at all times be further responsible for all applicable taxes including, but not
limited to, Florida Sales Tax arising out of or associated with this Lease Agreement.
LESSEE shall provide to LESSOR at the time of execution of the Lease Agreement, and
each year thereafter, a copy of its certificate of tax exemption.
LESSEE shall assume full responsibility for all mechanic's or materialman's liens for
work done on the Premises by or on behalf of LESSEE which may be hereafter lawfully
levied against the subleased premises.
D. INSURANCE: LESSOR represents warrants to LESSEE that it is self insured for
commercial general liability, and shall maintain, at its own cost, "All Risk" insurance on
the building in which the Premises are located. LESSEE shall be required to obtain
insurance as set forth in Article VI set forth herein and to identify LESSOR as an additional
insured.
E. UTILITY CHARGES: LESSEE shall be solely responsible for and shall promptly pay all
charges for heating, air-conditioning (including a maintenance contract), electricity,
telephone, water, sewer, gas, trash collection, daily janitorial service and interior and
exterior window cleaning, and all other services and utilities and shall also pay all costs and
expenses for the installation of such Utilities, and for the extension of any and all lines
necessary to provide such Utilities and services to the Premises, and all connection fees,
assessments and charges related thereto.
F. LATE PAYMENT CHARGE: In the event any monthly installment of Rent and/or other
charges is not paid within ten (10) days of its due date, as set forth in this Lease, LESSEE
agrees to pay as a late charge an amount equal to five percent (5%) of the monthly
installment of Rent that is due and payable as compensation to LESSOR for its additional
administrative expenses in processing late payments.
ARTICLE IV. NET LEASE
NET LEASE INTENDED UNLESS EXPRESSLY PROVIDED OTHERWISE: LESSEE
acknowledges and agrees that it is intended that this Lease shall be a Net Lease to LESSOR, except
as otherwise provided herein. LESSEE shall pay the charges, impositions, costs and expenses
relating to environmental matters, fire and life safety codes, employee health and safety and the
American's With Disabilities Act, all with respect to LESSEE's particular use on the Premises,
and the operation of its business, except to the extent that any such charges, costs, or expenses arise
out of, or results from, the acts or omissions of LESSOR, its agents, employees, or contractors.
ARTICLE V. PREMISES
Page 3 of 16
A. QUIET ENJOYMENT: LESSOR covenants and agrees with LESSEE that so long as
LESSEE complies with the terms of this Lease, LESSEE shall have quiet and undisturbed
continuous possession of the Premises for the Lease term. LESSOR shall obtain within ten
(10) days from the Effective Date of this Lease, from its mortgagee, if any, a non-
disturbance statement acknowledging its LESSEE's right to possession of the Leasehold
Premises.
B. USE OF THE PREMISES AND COMMON AREAS: During the entire Lease Term,
and all extended terms thereof, the Premises must be used and occupied for the sole use
specified under Article I and for no other purpose or purposes without the written consent
of the LESSOR, which consent shall not be unreasonably withheld. LESSEE shall have
the right to use all parking and other common areas provided for the building in which the
Premises are located. Such use shall be in common with other lessees located at the
Premises address.
C. PERMITS AND LICENSES: LESSEE shall procure at its sole expense any and all
permits and licenses required for the transaction of business in the Premises and will at all
times comply with all applicable laws, ordinances and governmental regulations relating to
the business of LESSEE conducted at the Premises.
D. BUSINESS OPERATIONS: LESSEE agrees to conduct its business at all times in a
reputable manner and in accordance with all governmental regulations, laws and
professional licenses.
E. EXAMINATION OF PREMISES: LESSOR represents and warrants to LESSEE that is
has fee simple title to the property and has properly exercised all requisite corporate
authority to execute this Lease and that the terms and provisions of the lease are binding on
it.
F. MAINTENANCE:
1. By LESSEE: LESSEE shall at all times, at its own cost, keep and maintain the
Premises (including, without limitation, the roof, foundations and other structural
portions of the Premises and building), all entrances, all glass, windows, moldings
and storefronts) and all partitions, doors, fixtures, equipment and appurtenances
thereof and improvements thereto (including, without limitation, lighting, heating,
ventilation and plumbing fixtures and equipment and wiring and its air conditioning
system and fire and security alarm systems) in good order, condition and repair and
shall replace any of the same as required by LESSEE. LESSEE shall be
responsible for pest control on the premises.
2. By LESSOR. LESSOR shall at all times, at its own cost, keep and maintain the
following:
a) Fencing on the premises;
b) Playground equipment;
Page 4 of 16
c) parking lot, (including lighting and signage);
d) landscaping and irrigation system;
e) Potable water and sanitary sewer systems;
f) Telephone and cable wiring to the building;
g) Hurricane shutters
G. ACCESS: After written notice to LESSEE, no less than thirty (30) days is advance,
LESSOR shall have the right to place, maintain and repair all utility conduits and
equipment of any kind, upon and under the Premises as may be necessary for the servicing
of the Premises. With respect to such actions, LESSOR shall use all reasonable efforts to
not to interfere with the operation of LESSEE's business.
H. EASEMENTS: LESSOR reserves all rights to the air space over and under the Premises.
I. IMPROVEMENTS: LESSEE shall have the right to fully equip the Premises with all
equipment, lighting fixtures, furniture, operating equipment, furnishings, floor coverings
and any other equipment necessary for the operation of LESSEE's business.
LESSEE shall not make any alterations in or additions to the Premises, which require the
issuance of a building permit, without first obtaining the consent of the LESSOR, which
consent of the LESSOR may not be unreasonably withheld. If alterations become necessary
because of the application of laws or ordinances, rules or regulations of any regulatory
body to the business carried on by the LESSEE hereunder, or because of any act of default
on the part of the LESSEE, or because LESSEE has overloaded any electrical or other
utility facility, LESSEE shall make any required alterations whether structural or
nonstructural at it's own cost and expense after first obtaining LESSOR's written approval
of plans and specifications. All improvements shall be in accordance with all Federal, State
and Local regulations and codes and will not commence prior to obtaining all applicable
permits.
Provided LESSEE has fulfilled all of its obligations under the Lease upon expiration ofthe
term of this Lease, LESSEE shall have the right to and agrees to promptly remove its
personal property, trade fixtures and signs, and, upon LESSEE's failure to do so, the said
trade fixtures, signs and personal property shall be deemed abandoned by LESSEE and
shall become the property ofthe LESSOR.
J. LIENS: LESSEE agrees that it will make a prompt payment when due, of all costs and
expenses incurred in carrying out its agreement herein and of all costs and expenses of any
repairs, constructions or installations which are the responsibility of LESSEE hereunder.
LESSEE agrees to indemnify, defend and save LESSOR harmless from and against any/all
liabilities incurred by LESSEE including any mechanics, materialmen's, or laborers' liens
asserted or claimed against the Premises or any part thereof on account of work, labor or
materials used in the Premises or in any improvement or change thereof made at the request
of, or upon the order of, or to discharge the obligation of LESSEE, except with respect to
improvements already made. Should any mechanic's or other lien be filed against the
Page 5 of 16
Premises or any part thereof as a result of such work, LESSEE shall cause the same to be
cancelled and discharged of record by bond or otherwise within thirty (30) days after the
date of such filing. In no event shall anything contained in this paragraph or elsewhere in
the Lease be deemed to subject LESSOR's interest in the Premises to the lien of any person
doing work or furnishing materials at the instance and request of LESSEE.
K. DAMAGE BY FIRE OR OTHER CASUALTY:
A. If the improvements, or any material part thereof, should be destroyed or damaged
by fire or other casualty, LESSEE shall immediately deliver written notice thereof
to LESSOR.
B. If the improvements should be totally destroyed by fire or other casualty, or if they
should be so damaged that rebuilding or repairs cannot be completed within one
hundred twenty (120) days after the date of such damage, LESSEE, by written
notice to LESSOR, may terminate this Lease Agreement effective as of the date of
such damages.
C. All insurance proceeds payable under insurance policies maintained by LESSEE by
reason of the occurrence of such fire or other casualty shall be paid to Tenant to be
applied to the cost of repair, unless this Lease Agreement is terminated pursuant
hereto, in which case all such insurance proceeds shall be paid to LESSOR except
for those received by reason ofthe loss of LESSEE's equipment, trade and business
fixtures, signs and other personal property.
L. SUBORDINATION: LESSOR represents that there is no mortgage on the Premises.
LESSEE agrees that this Lease shall be subordinate to any mortgages, now or hereafter
encumbering the Premises or any part or component thereof, and to all advances made
upon the security thereof, provided that any such mortgagee agrees in writing not to disturb
LESSEE's possession as long as LESSEE is not in default hereunder after applicable cure
periods. This shall be self-operative and no further instrument of subordination shall be
required by any mortgagee.
M. ASSIGNMENT: LESSEE shall not assign, mortgage or encumber this Lease nor sublet or
suffer or permit the Premises or any part thereof to be used by others without the prior
written consent of LESSOR, which consent may not be unreasonably withheld.
N. SURRENDER: Upon the expiration of the Lease Term hereof LESSEE shall surrender
the Premises to LESSOR in as good order and condition as they were in at the
commencement of the Lease Term except for ordinary wear and tear, and casualty.
ARTICLE VI. LIABILITY
A. INDEMNIFICATION: LESSEE agrees and covenants that it shall indemnify, defend and
hold harmless the LESSOR from all suits, actions, damages, liabilities, expenses and
Page 6 of 16
attorney's fees and costs in connection with the LESSEE's use of the Premises, including
but not limited to loss of life, bodily or personal injury, property damage or loss of income
arising from or out of any occurrence in, upon or at or from the Premises, unless caused by
the LESSOR's negligence or willful misconduct, or that of LESSOR's agents, employees,
or contractors. In the event of any litigation arising out of this provision, the prevailing
party shall be entitled to recover its attorneys fees at the trial and appellate level as well as
all reasonable costs expended.
A. LESSEE'S PROPERTY, LIABILITY, AND OTHER INSURANCE: LESSEE shall be
responsible for obtaining the following identified insurance and showing LESSOR as an
additional insured, with respect to the commercial general liability coverage. LESSEE
shall not occupy the Premises until all insurance required under this paragraph has been
obtained and such insurance has been approved by the LESSOR's Risk Manager.
Certificates of Insurance reflecting evidence of the required insurance shall be filed with
the LESSOR's Risk Manager prior to the commencement of this Agreement. These
Certificates shall contain a provision that coverage's afforded under these policies will not
be eancelled until at least thirty days (30) prior written notice has been given to the
LESSOR. Policies shall be issued by companies authorized to do business pursuant to the
laws of the State of Florida. Financial Ratings must be not less than "A-VI" in the latest
edition of "Best Key Rating Guide", published by A.M. Best Guide.
Insurance shall be in force until the obligations required to be fulfilled under the terms of
this Lease are satisfied. In the event the insurance certificate provided indicates that the
insurance shall terminate and lapse during the period of this Lease, then LESSEE shall
furnish to LESSOR, at least thirty (30) days prior to the expiration of the date of such
insurance, a renewed certificate of insurance as proof that equal and like coverage for the
balance of the period of the contract and extension thereunder is in effect. The LESSEE
shall not utilize the Premises pursuant to this contract unless all required insurance
remains in full force and effect.
REQUIRED INSURANCE:
Commercial General Liability insurance to cover liability bodily injury and property
damage. Exposures to be covered are: premises, operations, products/completed
operations, and certain contracts. Coverage must be written on an occurrence basis, with
the following limits of liability:
$1,000,000
$1,000,000
$1,000,000
$1,000,000
Combined Single Limit - each occurrence
Combined Single Limit - general aggregate
Personal Injury
Products/Completed Operations Aggregate
Professional Liability
Limit $1,000,000
Page 7 of 16
Worker's Compensation Insurance shall be maintained during the life of this contract to
comply with statutory limits for all employees. The following limits must be maintained:
A.
B.
Worker's Compensation
Employer's Liability
Statutory
$100,000 each accident
$500,000 Disease-policy limit
$100,000 Disease-each employee
If LESSEE claims to be exempt from this requirement, LESSEE shall provide LESSOR
proof of such exemption along with a written request for LESSOR to exempt LESSEE,
written on LESSEE's letterhead.
Comprehensive Auto Liability coverage shall include owned, hired and non-owned
vehicles.
A. Bodily Injury
1.
2.
Each Occurrence
Annual Aggregate
$1,000,000
$1,000,000
B. Property Damage
1.
2.
Each Occurrence
Annual Aggregate
$1,000,000
$1,000,000
LESSEE shall name the LESSOR as an additional insured on each of the policies required
herein, except for Worker's Compensation Insurance.
Any insurance required of LESSEE pursuant to this Agreement must also be required by
any sub-contractor in the same limits and with all requirements as provided herein,
including naming the LESSOR as an additional insured, in any work subcontracted unless
such subcontractor is covered by the protection afforded by the LESSEE and provided
proof of such coverage is provided to LESSOR. The LESSEE and any subcontractors shall
maintain such policies during the term of this Agreement.
LESSEE shall be responsible to maintain any and all insurance necessary in an amount
adequate to cover the cost of replacement of all decorations and improvements, fixtures and
contents in the Demised Premises in the event of a property loss.
ARTICLE VII. PERFORMANCE
A. DEFAULT: The following events shall be deemed to be events of default by LESSOR or
LESSEE under this Lease: If
Page 8 of 16
1. LESSEE shall fail to pay any installment of Rent within ten (10) days after receipt
of written notice that such payment is past due.
2. LESSEE shall fail to comply with any term, provision or covenant of this Lease,
other than payment of Rent and shall not cure such failure within fifteen (15) days
after receipt of written notice from LESSOR.
3. LESSEE shall become insolvent or shall make a transfer in fraud of creditors or
shall make an assignment for the benefit of creditors.
4. LESSEE shall file a petition under any section or chapter of the National
Bankruptcy Act, as amended, or under any similar law or statute of the United
States or any State thereof, or there shall be filed against LESSEE a petition in
bankruptcy or insolvency or a similar proceeding and any such proceedings shall
not have been dismissed within sixty (60) days after its commencement, or
LESSEE shall be adjudged bankrupt or insolvent in proceeding filed against
LESSEE thereunder.
5. A receiver or Trustee shall be appointed for LESSEE's interest in the Premises or
for all or substantially all the assets of LESSEE.
6. LESSEE shall do or permit to be done anything that creates a lien upon the
Premises, or any portion thereof subject to the LESSEE's right to use, and the lien is
not released as provided for herein.
7. LESSOR's failure to maintain the Premises as required hereunder.
8. LESSOR's failure to promptly pay when due, real property taxes, special
assessments, personal property taxes and insurance premiums.
B. REMEDIES: Upon the occurrence of any such events of default, LESSOR or LESSEE
shall have all rights and remedies available at law and in equity, including, without
limitation, the right to terminate this Lease Agreement.
c. BANKRUPTCY:
1. Assumption of Lease. In the event LESSEE shall become a Debtor under Chapter 7
of the Bankruptcy Code ("Code") or a petition for reorganization or adjustment of
debts is filed concerning LESSEE under Chapters 11 or 13 of the Code, or a
proceeding is filed under Chapter 7 and is transferred to Chapters 11 or 13, the
Trustee or LESSEE, as Debtor and as Debtor-In-Possession, may not elect to
assume this Lease unless, at the time of such assumption, the Trustee or LESSEE
has cured or provided LESSOR "Adequate Assurance" (as defined below) that:
a. Within ten (10) days from the date of such assumption, the Trustee or
LESSEE will cure all monetary defaults under this Lease and compensate
Page 9 of 16
LESSOR for any actual pecuniary loss resulting from any existing default,
including without limitation, LESSOR's reasonable costs, expenses and
accrued interest and attorneys' fees incurred as a result ofthe default;
b. Within thirty (30) days from the date of such assumption, the Trustee or
LESSEE will cure all non-monetary defaults under this Lease; and
c. The assumption will be subject to all of the provisions ofthis Lease.
d. For purposes of this Section LESSOR and LESSEE acknowledge that, in
the context of a bankruptcy proceeding of LESSEE, at a minimum
"Adequate Assurance" shall mean:
1. The Trustee has and will continue to have sufficient unencumbered
assets after the payment of all secured obligations and administrative
expenses to assure LESSOR that the Trustee or LESSEE will have
sufficient funds to fulfill the obligations of LESSEE under this
Lease, and to keep the Premises stocked with merchandise and
properly staffed with sufficient employees to conduct a fully
operationally, actively promoted business in the Premises; and
11. The Bankruptcy Court shall have entered an Order segregating
sufficient cash payable to LESSOR and/or the Trustee or LESSEE
shall have granted a valid and perfected first lien and security
interest and/or mortgage in property of Trustee or LESSEE
acceptable as to value and kind to LESSOR, to secure to LESSOR
the obligation of the Trustee or LESSEE to cure the monetary and/or
non-monetary defaults under this Lease within the time periods set
forth above; and
111. The Trustee or LESSEE at the very least shall deposit a sum, in
addition to the Security Deposit, equal to one (I) month's rent to be
held by LESSOR (without any allowance for interest thereon) to
secure LESSEE's future performance under the Lease.
2. Assignment of Lease. If the Trustee or LESSEE has assumed the Lease pursuant to
the provisions of this Section, for the purpose of assigning LESSEE's interest
hereunder to any other person or entity, such interest may be assigned only after the
Trustee, LESSEE, or the proposed assignee have complied with all of the terms,
covenants, and conditions of this Lease, including, without limitation, those with
respect to additional rent and the use of the Premises only as permitted herein;
LESSOR and LESSEE acknowledge that such terms, covenants, and conditions are
commercially reasonable in the context of a bankruptcy proceeding of LESSEE.
Any person or entity to which this Lease is assigned pursuant to the provisions of
the Code shall be deemed without further act or deed to have assumed all of the
obligations arising under this Lease on and after the date of such assignment and
Page 10 of 16
shall be bound by all terms and provisions contained herein. Any such assignee
shall upon request execute and deliver to LESSOR an instrument confirming such
assignment along with any other instruments the LESSOR may reasonably require.
3. Adequate Protection. Upon the filing of a petition by or against LESSEE under the
Code, LESSEE, as Debtor and as Debtor-In-Possession, and any Trustee who may
be appointed agree to adequately protect LESSOR as follows:
a. To perform each and every obligation of LESSEE under this Lease until
such time as this Lease is either rejected or assumed by Order of the
Bankruptcy Court; and
b. To pay all monetary obligations required under this Lease, including
without limitation, the payment of Minimum Monthly Rent, and such other
Additional rent charges any other amounts payable hereunder for the use
and occupancy of the Premises; and
c. Provide LESSOR a minimum thirty (30) days prior written notice, unless a
shorter period is agreed to in writing by the parties, of any proceeding
relating to any assumption of this Lease or any intent to abandon the
Premises, which abandonment shall be deemed a rejection of this Lease;
and
d. To perform to the benefit of LESSOR otherwise required under the
Bankruptcy Code.
4. The failure of LESSEE to comply with the above shall result in an automatic
rejection ofthis Lease.
5. Cumulative Rights. The rights, remedies and liabilities of LESSOR and LESSEE
set forth in this Section shall be in addition to those which may now or hereafter be
accorded, or imposed upon, LESSOR and LESSEE by the Bankruptcy Code.
D. N 0 WAIVER: Pursuit of any of the foregoing remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law, nor shall
pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rent due to
LESSOR hereunder or of any damages accruing to LESSOR by reason of the violation of
any of the terms, provisions and covenants herein contained. No action taken by or on
behalf of LESSOR shall be construed to be an acceptance or a surrender of this Lease.
Forbearance by LESSOR to enforce one or more of the remedies herein provided upon an
event of default shall not be deemed or construed to constitute a waiver of such default. In
determining the amount of loss or damage which LESSOR may suffer by reason of
termination of this Lease or the deficiency arising by reason of any reletting of the
Premises by LESSOR as above provided, allowance shall be made for the expense of
repossession, including attorney's fees, any repairs or remodeling undertaken by LESSOR
following repossession and brokerage commissions.
Page 11 ofl6
The failure of the LESSOR or LESSEE to insist, in anyone or more instances upon strict
performance of any of the covenants or agreements in this Lease, or to exercise any option
herein contained, shall not be construed as a waiver or a relinquishment for the future of
such covenant, agreement or option, but the same shall continue and remain in full force
and effect. The receipt by LESSOR of Rent, with knowledge of the breach of any covenant
or agreement thereof, shall not be deemed a waiver of such breach and no waiver by the
LESSOR of any provision hereto shall be deemed to have been made unless expressed in
writing and signed by LESSOR.
E. RIGHT TO CURE; ATTORNEY'S FEES: If either party defaults under this Lease,
LESSOR or LESSEE may, at its option, immediately or at any time thereafter, without
waiving any claim for breach of agreement and after notice, cure such default. Upon such
occurrence, the defaulting party shall promptly reimburse the non-defaulting party for all
costs and expenses incurred in the curing of the default. If LESSOR or LESSEE shall
institute an action or summary proceeding against the other party based upon such default
then the prevailing party shall be entitled to recover all costs and expenses incurred in
curing such default, including reasonable attorney's fees, at the trial and appellate levels
which sums, together with interest, at the highest rate allowable by law, shall be due and
payable upon demand.
F. INTERPRETATION: The covenants and agreements herein contained shall bind and the
benefits and advantages hereof shall inure to the respective heirs, legal representatives,
successors and assigns of the parties hereto. Whenever used, the singular number shall
include the plural, the plural shall include the singular and the use of any gender shall
include all genders. This Lease may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought. The marginal notes and headings of this Lease are
inserted only as a matter of convenience and for reference and in no way define, limit or
describe the scope of intent or otherwise affect in any way this Lease. This agreement shall
create the relationship of LESSOR and LESSEE between the parties hereto. No estate shall
pass out of LESSOR. LESSEE shall have only an interest not subject to levy and sale and
not subject to assignment except in accordance with the provisions hereof. Should any of
the printed provisions of this Lease require judicial interpretation, it is agreed that the court
interpreting or construing the same shall not apply a presumption that the terms of any such
printed provision shall be more strictly construed against one party by reason of the rule of
construction that a document is to be construed more strictly against the party who itself or
through its agent prepared the same it being agreed that the agents of all parties have
participated in the preparation of this Lease and that all terms were negotiable.
G. ENTIRE AGREEMENT: Notwithstanding anything herein contained or contained in any
other writings concerning the Premises by either of the parties hereto, the parties hereto
agreeing hereby that all such other writings are hereby superseded and/or merged into this
Lease which shall be the entire agreement of the parties concerning said Premises. This
Lease shall not become binding as such upon LESSOR unless all preliminary conditions
required to be performed by LESSEE are so performed.
Page 12 of 16
LESSEE acknowledges that LESSOR, including LESSOR's agents and employees, has not
made any statement, promise or agreement or taken upon itself any engagement
whatsoever, verbally or in writing, in conflict with the terms of this Lease, or that in any
way modifies, varies, alters, enlarges or invalidates any of its provisions and that no
obligation of the LESSOR shall be implied in addition to the obligations herein expressed.
ARTICLE VIII. HAZARDOUS WASTES
A. LESSEE represents that it shall comply with all local, state and federal laws regulating
hazardous waste. Furthermore, LESSEE agrees that it shall be responsible for the lawful
disposal, storage and utilization of all substances that may be deemed to be "hazardous"
under any of the local, state or federal laws.
B. Corrective Action means investigation, active remediation, passive remediation, or
monitoring or any combination of these activities. Any Corrective Action performed by
LESSEE will be performed in accordance with applicable regulatory requirements.
ARTICLE IX. MISCELLANEOUS
A. BINDING EFFECT: The terms, provisions and covenants contained in this Lease shall
inure to the benefit of and be binding upon the parties hereto and their respective heirs,
successors-in-interest and legal representatives except as otherwise expressly provided
herein.
B. RADON GAS: In 1988, the Florida legislature passed a provision that requires the
following notification to be provided on at least one document, form or application
executed at the time of or prior to the Contract for Sale and Purchase of any building or
execution of a rental agreement for any building:
"RADON GAS: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained
from your county public health unit."
C. SECURITY MEASURES: LESSEE hereby acknowledges that the rental payable to
LESSOR hereunder does not include the cost of guard service or other security measures,
and that LESSOR shall have no obligation whatsoever to provide same. LESSEE assumes
all responsibility for the protection of LESSEE, its employees, agents and invitees from
acts of third parties, except in the event LESSOR at any time provides or arranges for the
provision of such services.
Page 13 of 16
D. AUTHORITY: If LESSEE is a corporation, trust or general or limited partnership, each
individual executing this Lease on behalf of such entity represents and warrants that he or
she is duly authorized to execute and deliver this Lease on behalf of said entity. If LESSEE
is a corporation, trust or partnership, LESSEE shall, prior to or simultaneous with execution
ofthis Lease, deliver to LESSOR evidence of such authority satisfactory to LESSOR.
E. TIME OF ESSENCE: Time is of the essence of this Lease and each and every provision
hereof.
F. NOTICES: Notices shall be in writing delivered by hand, or by certified mail, return receipt
requested, or overnight delivery by nationally recognized service, to the addressee at the
address set forth herein, or by facsimile transfer, and shall be deemed to have been delivered
on the date of receipt of such notice, if hand-delivered, or, if mailed, on the date the receipt
for which the certified mail is signed or refused, by the addressee or its authorized agent or
employee, or ifby overnight delivery service, upon the earlier of receipt or two (2) business
days after deposit, or if by facsimile transfer, by confirmation of transmission, with the
original being sent by any of the other methods designated in this paragraph within forty-
eight (48) hours of transmission. Either party may change the address for notice to that
party by delivering written notice of such change in the manner provided above, such
change to be effective not sooner than ten (10) days after the date of notice of change. If
either party relies upon a hand delivery as described herein, then the party using this
medium shall maintain an appropriate receipt of delivery, in the normal course of business.
LESSOR:
Kurt Bressner
City of Boynton Beach 1 00 E. Boynton Beach Blvd.
Boynton Beach, FL 33425
Telephone No. (561) 742-6010
Facsimile No. (561) 742-6090
James A. Cherof, City Attorney
Goren, Cherof, Doody, Ezro1, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Telephone No. (954) 771-4500
Facsimile No. (954) 771-4923
COpy TO:
LESSEE:
Boynton Beach Child Care Center, Inc.
Attn: Lena Rahming
909 NE 3rd Street
Boynton Beach, Florida 33425
Telephone No. (561)
Facsimile No. (561)
G. RECORDING: Neither LESSOR nor LESSEE shall record this Lease, nor any
memorandum hereof, in the Public Records of Broward County, Florida, or any other
Page 14 of 16
place. Any attempted recordation by LESSEE shall render this Lease null and void, and
shall entitle LESSOR to the remedies provided for herein by LESSEE's default.
H. PARTIAL INVALIDITY: If any provision of this Lease or application thereof to any
person or circumstance to any extent be invalid, the remainder of this Lease or the
application of such provision to persons or circumstances other than those as to which it is
held invalid shall not be affected thereby and each provision of this Lease shall be valid
and enforced to the fullest extent permitted by law.
I. VENUE: In any proceeding brought relative to the terms or provisions of this Lease,
venue shall be in Palm Beach County, Florida.
J. NO REPRESENTATION: LESSEE agrees and acknowledges that it has not relied upon
any market projections, master development plans, circulars, prospectus, advertisements,
drawings, phases, or any other representations made by the LESSOR, its employees and
officers, brokers or agents in executing this Lease other than those set forth herein. LESSEE
has independently determined the economic benefits of leasing the Premises.
K. ACCORD AND SATISFACTION: No payment by LESSEE or acceptance by LESSOR
of a lesser amount than the Monthly Base Rent or other amounts due hereunder shall be
deemed to be other than on account of the earliest Monthly Base Rent or other amount due,
nor shall any endorsement or statement on any check or payment, or any letter
accompanying any check or payment, be deemed an accord and satisfaction, and acceptance
of such check or other payment shall be without prejudice to LESSOR's right to recover the
balance of such Monthly Base Rent or other amount due, or pursue any other remedy
provided herein or by law.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day
and year first written above.
LESSOR:
BY:
APPROVED AS TO FORM:
~
Page 150f16
LESSEE:
BOYNTON BEACH CHILD CARE CENTER,
INC.
f R~
-2:6. ;
By:
Title:
WITNESSES:
F~~/ ~~..~
Print Name: ~~/d I; II') G--
STATE OF FLORIDA )
) ss:
COUNTY OF PALM BEACH)
BEFORE ME, an officer duly authorized by law to administer oaths and take
owledgmen~ personally appeared )( U ~l IJL~J/Ef'{... as LIT 'f fh di./ Aa"ltof
, ' fin.! I::J." A. n. , a eo~ authorized to conduct business in the State of
Flori a, and acknowledged execution of the foregoing Agreement as the proper official of
, for the use and purposes mentioned in it and that the
instrument is the act and deed ofthat corporation.
IN WITNESS OF THE FOREGOING, I have set my hand and official seal at in the State
and County aforesaid on this 'ilL day Of4Jj~ ,20gi.(,.
7 0 k~/ m 11tl/~
~NOTARYPUBLIC
t lor/~ J-1. Do tc;
(Name of Notary Typed, Printed or Stamped)
''''''''
l'tf.I"iII'I ~\ VALORlE MOATS
{*( ;*i MY COMMISSION # DO 346198
~~.....~~! EXPIRES: September 17, 2008
'1',?r.I~~"'\ Bonded Thru Notary PublIC Underwriters
H:\I 9901900] 82.BBIAGMTIChild Care Center Inc.l.doc
Page 16 of 16
....
:. .
\\q3 775 \l
. BllIft
. d 'fO Atmlt..~A. ).Gd .
})14.BlIDtm'N'f .mm~tl 0
. , . ed into this _ day
5'1S >>\BlU)dlft \l\lD~'l Od made, ~nd en~:C\\ C\\l'Ll) CARE ctN'rER,
ot ~ 1993 I by and between ~~lessor.) and PALH 'Btl\C\\
'INC.', (hereinafter refeIrid i t~ ; tbe stat~ of florida, on behalf
~~~~ 'p:l:oi:;~:~~::yd c~~u~t; services Department thereinafter
referred to as "Sublessee"). .
W X ~ B B S S B T HI
.
WHEREAS Sublessor as Lesse~'under that certain Lease
Agreement dated May 15, 1990 attached hereto as Exhibit "A" and by
reference made a part hereof" . between the city of Boynton ~eac;h,
Florida and Sublessor, (hereinafter referred to as. the Prime
Lease") has leased the land and the improvements therein located at
909 N.E. 3rd street, Boynton Beach, Florida (hereinafter
collectively called the npr~mises"): and
WHEREAS, Sublessor and Sublessee entered into a Sublease
Agreement dated October 2, 1990' (Resolution No. R90-1697D), a copy
of which is attached hereto as Exhibit "Bn and by reference made a
part hereof (hereinafter referred to as the "Sublease"), for use of
the Premises by the Sublessee's Head Start Program: and
WHEREAS, pursuant to said Sublease, Sublessee has assumed the
obligations of the Sublessor . under the Prime Lease with the
exception that the SublessQr is requ~redto insure the Premises
against property damage and public liability in amounts exceeding
Sublessee's exposure by Florid~ statute: and
WHEREAS, Sublessor does not have sufficient funds necessary to
provide the required insurance for the premi~es: and
WHEREAS, Sublessor and Sublessee desire to amend the Sublease'
to provide that Sublessee will pay SU9lessor up to Three Thousand
Dollars ($3,000) annually for the cdSts incurred by Sublessor in
fulfilling its insurance obligations under the Prime Lease: and .
WHERBAs,Sublessor and Sublessee hereby agree that the facts
as ,set forth .above are true and correct.
NOW ~HERBFORE, in con~ideration' of the Premises and the mutual
covenants hereinafter set forth, the Sublease is hereby amended as
follows:
1. Paragraph l.(b) of the Sublease is hereby amended by the
addition of the fOllowing:
"Effective June 1, 1993 Sublessor shall annually provide
Sublessee with a copy of all certificate(s) of insurance
issued in accordance wi th the schedule of required
insurance stipulated in Exhi.bit "B" of the Prime Lease.
The certificate(s) of ins~rance delivered to Sublessee
shall be accompanied by a copy of all lnvoice(s)
evidencing Sublessor's payment in full of the associated
insurance premium(s). Within forty-five (45) days of its
receipt of the aforeme~tioned documentation, Sublessee
shall reimburse Sublessor an amount equal to the,
insurance premium(s) paid by sublessor, but not in excess
of Three Thousand Dol1)1...'['s ($3, 000) per annum.
Notwithstanding anything herein to the contrary, any
certificate(s) of insurance issued to Sublessor shall
.~~.
,-..'
/
name the Sublessee as co-insured and nothing herein shall
consti tute a waiver of the sovereign immuni ty of the
Sublessee."
2. In the event of cancellattonof any insurance policy or
this Sublease, Sublessor shall reimburse Sublessee an
amount equal to the unspent annual insurance premium(s)
prorated from the date of cancellation to the date of the
annual expiration ot the insurance policy(ies), not to
exceed the amount paid by Sublessee towards the cost of
such insurance.
3. Nothing contained herein shall limit or modify
SU.blessor's obligation to ~aintain in .full force and.
effect the insurance required" pursuant to the" Prime Lea,e
and the Sublease. Sublessee's only obligation with
respect to such insurance shall be to reimburse Sublessor
for the premiums therefor, not to exceed $3,000 per
annum.
4. Except as specifically modified by this Amendment, all of'
the terms and conditions of the Sublease remain
unmodified, in full force and effect and are "herebY
ratified by the parties.
IN WITNESS WHEREOF~ Sublessor and Sublessee have hereunto set
their hands andseals.the day and year first above written.
ATTBSTI
It
SUBLBSSEB:
. II
."
Dorothy H. Wilken, Clerk
BEACH COUNTY, a
on of the tate
'C-
B~L..~~
Deputy Clerk
By:
n
t,~~~
R, d(~ ""~L'-
./',
SUBLBSSORI
BOYNTON BEACH CHILD CARE, INC.
ATTBSTI
By: l.o-vd../.. ~.~
( President .
APPROVED AS TO FORM
AND LE L SUFFICIENCY
h:\mmr\agreemnt\bbchlld.amd
0$/18/93 .
....y'..:
2