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R90-165RESOLUTION NO.~90-/~D~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A CERTAIN LEASE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE EXCHANGE CLUB/DICK WEBBER CENTER FOR THE PREVENTION OF CHILD ABUSE FOR THE GOLD COAST, INC., A COPY OF SAID AGREEMENT BEING ATTACHED HERETO AS EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION DF THE CITY OF BOYNTON BEACH, FLORIDA THAT: Section 1. The Mayor and City Clerk are hereby ~uthorized and directed to execute a certain agreement petween the City of Boynton Beach, Florida and the Exchange 21ub/Dick Webber Center for the Prevention of Child Abuse for the Gold Coast, Inc., said Lease Agreement being lttached hereto as Exhibit "A". Section 2. This Resolution shall take effect immediately upon passage. PASSED AND ADOPTED this 7~ dav~i~November, 1990. / ?× ayor ~ vice Mayor C~mis s loner ~TTE S T: 2it~ Clerk -- d~is s°ioner } (Co'rpor~e-Seab) LEASE AGREEMENT THIS LEASE AGREEMENT, dated as of 1990, by and between THE CITY OF BOYNTON BEACH, FLORIDA, or its assigns (hereinafter called "Landlord"), and EXCHANGE CLUB/DICK WEBBER CENTER FOR THE PREUENTION OF CHILD ABUSE FOR THE C~DLD COAST, INC.,a not-for-profit, tax exempt organization, (hereinafter called Tenant"): W I T NE S S E T h: In consideration of the obligation of Tenant to pay rent as hereinafter provided and -~n consideration of the other terms, provisions and covenants hereof, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Premises and Term. Landlord hereby leases to Tenant, and Tenant hereby takes from Landlord, premises more particularly identified in Exhibit "A" attached hereto and made a part hereof, and located at 100 East Boynton Beach Blvd., West Wing, Second Floor, Boynton Beach, Palm Beach County, State of Florida, (hereinafter called the "Premises"), for a term of one (1) year (hereinafter called the "Term") commencing October 1, 1990, and expiring (12) months thereafter, unless terminated earlier or renewed for additional one year term as hereinafter set forth. 2. Surrender and Renewal. Tenant may upon written notification to Landlord continue to occupy the premises for an additional ninety (90) days beyond the expiration of this lease Term for purposes of vacating the Premises. Tenant shall notify Landlord in writing ninety (90) days prior to the expiration of this lease term· or any exsension thereof, of its desire to occupy the Premises for an additional one (1) year term (hereinafter Request for Renewal). Landlord shall notify Tenant in writing of its decision to either (a) renew the Tenants lease for an additional one year term, or (b) not to renew and terminate the Tenant's lease, within 30 days of tenant's request for renewal. 3. Termination and binding contract. Landlord may terminate this lease for its convenience upon ninety (90) days written notice to tenant and as provided for in Section 13 herein. Under no circumstances shall Landlord be required to specify grounds for non-renewal or termination of this Lease. This Lease shall constitute a binding contract and agreement as of this date, subject to the terms, conditions and provisions hereof. 4. Rent. A. Tenant shall pay to Landlord at the rate of ONE AND NO/100 ($1.00) DOLLAR per year ("Base Rent") during the Term, plus applicable State of Florida sales tax. B. Ail payments of rent shall be promptly made to Landlord without notice or demand thereof on the first day of October of each year. 5. Use. Tenant may use the Premises for the operation of a child abuse cen~er with the primary activities being case management, advocacy, referrals, parenting classes, voluntary supervision, out-reach programs and such other uses as are incidental to the operation thereof. Page 1 of 5 6. Telehone Charges. Tenant shall pay all charges incurred for the use of telephone and hook-up at the Premises. Landlor~ shall supply electric service, water and sewer service a~ no cost to Tenant. 7. Insurance. Tenant shall insure the Premises, shall insure against property damage and public liability and shall provide such other insurance in accordance with the schedule of required insurance attached hereto as Exhibit "B" and made a part hereof. 8. Repairs and Maintenance. Maintenance of the Premises and structure shall be the mutual responsibility of all present and future parties to this Lease agreement, as it may be amended. It shall b9 the goal of each to extend maximum cooperation and assistance in the event of emergency and/or extenuating circumstances which may severely strain the resources of either party. Customary building maintenance currently provided by Landlord in the buliding where the Premises are located shall be extended to these Premises provided, however, the Tenant, shall be responsible for maintenance and repair of the Premises as follows: interior surfaces, walls, windows and doors (window damage from exterior of Premises excluded) 9. Alterations. Tenant shall not have the right to make any interior alterations, additions or improvements to the Premises deemed necessary or appropriate in connection with the requirements of its business, without the prior written consent of Landlord. 10. Damage By Fire or Other Casualty. A. If the Improvements, or any material part of the Premises, should be destroyed or damaged by fire or other casualty, Tenant shall immediately deliver written notice thereof to Landlord. B. If the Improvements or any part of the Premises 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, Tenant, by written notice to Landlord, may terminate this Lease Agreement effective as of the date of such damage. C. Ail insurance proceeds payable under insurance policies maintained by Tenant by reason of the occurrence of such fire or other casualty paid to Tenant shall be applied to the cost of repair of the Premises, unless this Lease Agreement is terminated pursuant hereto, in which case all such insurance proceeds shall be paid to Landlord except for those received by reason of the loss of Tenant's equipment, trade and business fixtures, signs and other personal property. D. Landlord shall hold Tenant responsible for all damage from fire and other casualty if caused by Tenant, their employees, agents, clients or anyone acting on their behalf. Furthermore, Landlord will not be responsible for damage by fire or other casualty to equipment or property owned by the Tenant. 1t. Liability and Indemnification. A. Non-Liability of Landlord. Neither Landlord nor any beneficiary, agent, servant, or employee of Landlord, shall be liable to Tenant for any loss, injury, or damage, to Tenan~ or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss. Page 2 of 5 B. Indemnification by Tenant. Tenant ~ shall indemnify and hold Landlord harmless ~rom and against any and all clai~s from or in connection with. (a) any Work or thing whatsoever done, or any condition created (other than by Landlord) in or about the Premises during the term of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises; (b) any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, directors, officers~ agents, employees or contractors; (c) any and performance of obligations under this Lease; together with all costs~ liabilities incurred in or in connection with or action or proceeding b~o~ght thereon including, without limitation, all reasonable attorne s' fees a d ~ Y n expenses. In case any a .... proceealng be brought aga~inSt Landlord by reason of any such claim, Tenant, up6n no~ce from Landlord shall resist and defend such action or proceeding (by counsel reasonably satisfactory to LandlordS. 12. Assiqnment and Subletting. Tenant shall not assign this Lease Agreement or sublet the whole or any part of the Premises without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold. 13. Default. A. The following events shall be "Events of Default" under this Lease Agreement: (1) Tenant shall fail to pay any installment of rent become due and shall not cure such default within five (5) days after written notice thereof is given by Landlord to Tenant; (2) Tenant shall fail to comply with any term, provision or covenanE of this Lease Agreement, other than the payment of rent, and shall no~ commence to cure and diligently pursue curing such failure within thirty (30) days after written notice thereof is given by Landlord to Tenan~ (provided that if such default cannot reasonably be cured within thirty (30) days, then Tenant shall have an additional reasonable period of time within which to cure such default); (3) Tenant shall be adjudged insolvent, make a transfer in fraud of creditors or make an assignment for the benefit of creditors; (4) Tenant 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 Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder; or (5) A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant. Page 3 of 5 (6) Tenant assigns or sublets the without Landlord's consent, except as permitted herein. Premises otherwise (7) Upon the vacation or abandonment of the Premises by Tenant at any time during the Initial Term, First Renewal or Second Renewal of this Lease Agreement. B. Upon the occurrence of any Event of Default, Landlord shall have the option to terminate this Lease and to pursue any remedies legally available without any notice or ~emand whatsoever. 14. Landlord Right of Entry. Landlord and its agents and representatives shall be entitled to enter upon the Premises to inspect or perform any necessary maintanance acitivies at any time, provided only that such inspections or maintenance activities shall ~not unreasonably interfere with Tenant's business. 15. Warranty of Title, Quiet Enjoyment, Subordination and Estoppel. Landlord represents and warrants that it is the owner in fee simple of the Premises, and that it alone has full right to lease the Premises for the term set out herein. Landlord further represents and warrants that Tenant, on paying the rent and performing its obligations hereunder, shall peaceably and quietly hold and enjoy the Premises for the Term of this Lease Agreement without any hindrance, molestation or ejection by Landlord, its successors or assigns except as provided for herein. 16. Holding Over by Tenant. Should Tenant or any assignee, sublessee or Licensee of Tenant hold-over the' Premises or any part thereof after the expiration of the Term or any Renewal Term hereof, unless otherwise agreed in writing, such hold-over shall constitute and be construed as a tenancy from month-to-month in accordance with Chapter 83 of the Florida Statu~es, but otherwise upon the same terms and conditions. 17. Notices and Payments. Any notice, documen~ or payment required or permitted to be delivered or remitted hereunder or by law shall be deemed to be delivered or remitted, whether actually received or not, when deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to the parties hereto at the respective addresses set out below, or at such other address as they shall have theretofore specified by written notice delivered in accordance herewith: LANDLORD: Attention City Manager 100 E. Boynton Beach Blvd. Boynton Beach, FL 33425 TENANT: Exchange Club/Dick Webber Center for the Prevention of Child Abuse For the Goad Coast, Inc. 100 East Boynton Beach Blvd. West Wing, Second Floor Boynton Beach, FL 33425 18. Security. Tenant shall be responsible for security of the Premises. Tenant shall abide by all applicable landlord building security measures now existing or hereinafter created. Page 4 of 5 19. Miscellaneous. A. In the event this Lease Agreement is terminated pursuant to a right to do so herein contained, neither party hereto shall thereafter have any further obligation or liability one to the other, and this Lease Agreement shall be of no further force or effect. B. The captions Used in this Lease Agreement are for convenience only and shall not be deemed to amplify, modify or limit the provisions hereof. C. Words of any gender used in this Lease Agreement shall be construed to include any other gender, and words in the singular shall include the plural and vice versa, unless the context otherwise requires. D. This Lease Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. E. This Lease Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and can be altered, amended or modified only by written instrument executed by all such parties. F. This Agreement shall be construed in accordance with the laws of the State of Florida. G. If Landlord or Tenant brings suit against the other to enforce any term or provision hereunder, the prevailing party shall be entitled to reimbursement from the other party hereto for its court costs and reasonable attorney's fees. IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement as of the day and year first above written. ATTEST: / ~' / ATTE ST: PE , DEPUTY CITY CLERK Boynton Rev. JDM/10/4/90 10/8 YT/10/12, 10/25, 10/30 TENANT: BY: LANDLORD Page 5 of 5