LEASE
Dated the day of , 2002.
For Space In
Centroplex Parking Garage
Orlando, Florida
between
City of Orlando, Landlord
and
Standard Parking Corporation, an Illinois Corporation
LEASE
THIS LEASE ("Lease") is made and entered into this day of ,
2002, by and between the CITY OF ORLANDO, a municipal corporation organized and
existing under the laws of the State of Florida ("Landlord") and Standard Parking
Corporation, an Illinois Corporation ("Tenant").
In consideration of the mutual covenants, agreements and undertakings contained herein,
and for other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, Landlord hereby leases and lets to Tenant, and Tenant
hereby leases and hires from Landlord, in accordance with the terms, provisions and conditions
of this Lease, the following described premises: approximately 156 square feet of space located
at 399 Alexander Place, Suite 2, Orlando, Florida, more particularly shown in the drawing
attached hereto and incorporated herein, by reference, as Exhibit “A”, the Leased Premises being
part of the City of Orlando Centroplex Parking Garage ("Leased Premises").
ARTICLE I - TERM OF LEASE
1. Term of Lease. The initial term of this Lease shall be fifteen months (15) months
commencing on April 1, 2002 and ending on June 30, 2003. This Lease may be terminated by the
Lessor upon at least thirty (30) days written notice to Lessee. The Tenant may terminate this Lease
upon at least thirty (30) days prior written notice to the Landlord in the event that the certain
Agreement For Parking Services for the Centroplex Facilities dated August 24, 2001 should
terminate or expire prior to the expiration of this Lease.
ARTICLE II - RENT
2. Rent Obligation. All payments of rent to Landlord shall be made at Landlord's
mailing address or at such other place or places as Landlord shall from time to time designate by
written notice to Tenant. All payments of rent shall be made without any set-off or deduction
whatsoever, except as expressly set forth herein.
3. Basic Rent.
A) The Rental Rate during the term of the Lease is $130.00 per month, plus applicable
sales tax which is currently at six percent (6%).
B) Subject to Landlord's satisfaction with the quality of Tenant's business operations and
Tenant’s compliance with all terms and conditions of this Lease, including the obligation to pay
rent and applicable taxes, Tenant shall have the option to renew this lease for two (2) additional
one (1) year terms. If for any reason, Landlord isn't satisfied with the quality of Tenant's business
operations so that Landlord does not intend to extend to the Tenant the option to renew, Landlord
shall notify Tenant of this fact in writing at least Ninety (90) days prior to the end of the last lease
year under the original lease term. Rent is subject to an increase of five percent (5%) per year.
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C) Tenant shall pay to Landlord the Basic Rent, as herein provided, in equal monthly
installments in advance and without demand on the first day of each full calendar month during
the term of this Lease.
4. Late Payment. If any payment due Landlord under this Lease shall not be paid on or
before the fifth day of each month, a late charge of $25.00 shall be added for the first day late
with an additional $5.00 for each day thereafter until payment is received. Any charges
becoming due under this paragraph of this Lease shall be added and become due with the next
monthly payment of minimum rent and should be collectible as part thereof.
5. Tax on Rent. Tenant shall pay to Landlord all sales and use taxes (or any excise
taxes imposed in lieu thereof) which may now or hereafter be levied by the State of Florida or
any other governmental unit on all payments due under this Lease that may be classified as rent
by such taxing authorities. Such taxes shall be paid by Tenant to Landlord at the same time that
rent payments or other payments classified as rent are made by Tenant to Landlord.
ARTICLE III - SECURITY DEPOSIT
6. Application and Return. Tenant, prior to or contemporaneously with the execution
of this Lease, has deposited with Landlord the sum of Three Hundred and Ninety Dollars
($390.00) receipt of which is hereby acknowledged by Landlord, as security for the performance
by Tenant of all obligations on the part of the Tenant under this Lease, and for the cost of any
trash removal, cleaning, repair or correction of damage in excess of normal wear and tear.
Landlord shall have the right from time to time without prejudice to any other remedy
Landlord may have on account thereof to apply such deposit, or any part thereof, to Landlord's
damages arising from any default on the part of the Tenant. Should the entire security deposit, or
any portion thereof, be applied by the Landlord in accordance with the provisions hereof, Tenant
shall forthwith upon demand pay to Landlord an amount sufficient to restore the security deposit
to the required amount specified herein. Landlord shall have the same rights and remedies for
the nonpayment by Tenant of any amounts due on account of the security deposit as Landlord has
hereunder for the failure of Tenant to pay Basic Rent.
Provided the Tenant is not then in default, Landlord shall have thirty (30) days to return
the deposit, or so much thereof as shall not have been previously applied in accordance with the
terms of this section, to Tenant on the expiration or earlier termination of the term of this Lease
and performance by Tenant of all of the obligations of Tenant to be performed hereunder,
including, without limitation, the surrender of possession of the Leased Premises hereof and the
payment of all amounts to be paid by Tenant. However, if the determination of any amount to be
paid by Tenant to Landlord, or of Tenant's pro rata share of real estate taxes as set forth in Article
IV hereof, or the like, is not made at the expiration or earlier termination of the Lease, Landlord
may retain such portion of the security deposit as Landlord believes in the exercise of Landlord's
good faith judgment is an appropriate reserve against such future liability of Tenant and return
only the balance of such deposit pending the final determination and payment of all such
amounts by Tenant to Landlord.
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While Landlord holds such deposit, Landlord shall have no obligation to pay interest
thereon, unless required to do so by applicable law and shall have the right to co-mingle the
deposit with Landlord's other funds. If Landlord conveys Landlord's interest under this Lease,
the deposit, or any part thereof not previously applied, may be turned over by Landlord to
Landlord's grantee, and if so turned over, Tenant agrees to look solely to such grantee for proper
application of the deposit in accordance with the terms of this Article and the return thereof in
accordance herewith.
ARTICLE IV - REAL ESTATE TAXES
7. Taxes and Assessments. Tenant shall, at its own expense and at all times during the
term of this Lease, pay all applicable taxes and assessments including ad valorem taxes levied
against the real property or Tenant's personal property or otherwise arising out of its operation on
the Leased Premises. None of the terms, covenants, or conditions of this Lease shall be
construed as a release or waiver on the part of the Landlord, as a Florida Municipal Corporation,
of any right to assess, levy or collect any license, personal, tangible, intangible, occupation, or
other tax which Landlord or any other governmental authority may lawfully impose on the
business or property of the Tenant. If any such taxes are levied against Landlord or Landlord's
property and if Landlord elects to pay the same or if the assessed value of Landlord's property is
increased by inclusion of personal property and trade fixtures placed by Tenant in the Leased
Premises and Landlord elects to pay the taxes based on such increase, Tenant shall pay the
Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder.
Failure to immediately pay on such demand shall be a material breach of this Lease.
8. Different Method of Assessment. If some method or type of taxation shall replace
the current method of the assessment or imposition .of real estate taxes or assessments, or the
type thereof, Tenant agrees that Tenant shall pay an equitable share of the same computed in a
fashion consistent with the method of computation herein provided.
ARTICLE V - USE OF PREMISES
9. Permitted Use. Tenant shall use the Leased Premises only for the purpose of
conducting business, which is expressly limited to the operation of a business office. Tenant
shall not use or permit the Leased Premises to be used for any other purpose whatsoever without
the prior written consent of Landlord.
10. Use of Parking Facilities. Although Landlord will make its best efforts to
accommodate the parking needs of Tenant, Tenant is solely responsible for negotiating a separate
agreement with Landlord's Parking System Administrator in order to meet those parking needs.
11. General Use Requirements.
A) Tenant shall procure and maintain any permits and licenses required for the
transaction of its business on the Leased Premises.
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B) Tenant shall not commit or suffer any waste and will not make any use of the Leased
Premises which would constitute a nuisance or which would violate any municipal, county, state
or federal statute, ordinance, rule or regulation.
C) Tenant shall not use the Leased Premises for any purpose that will invalidate any
policy of insurance, or increase any premium therefore, now or hereafter written on any
improvements located on the Leased Premises or other part of the Centroplex Parking Facility.
D) Tenant shall keep the Leased Premises and the sidewalks, service ways and loading
areas adjacent to the Leased Premises neat, clean and free from rubbish, insects and pests at all
times, and shall store all trash and garbage outside the Leased Premises in the receptacles
provided by Landlord.
E) All loading and unloading of goods shall be done only at such times and only in such
areas and through such entrances as may be designated for such purposes by Landlord. Trailers
or trucks shall not be permitted to remain parked overnight in any area of the Parking Garage
whether loaded or unloaded.
F) Tenant shall maintain all display windows in a neat, attractive condition, and shall
keep all display windows, exterior lights and signs well illuminated during the hours that the
store and/or office is to be open for business.
G) Tenant shall not conduct within the Leased Premises any fire, auction or bankruptcy
sales or operate within the Leased Premises a factory outlet store, a cooperative store, a second
hand store, a surplus store or a store commonly referred to as a "discount house".
H) Tenant shall not permit any objectionable or unpleasant odor to emanate from the
Leased Premises; place or permit any radio, television, loud speaker or amplifier on the roof or
outside the Leased Premises or where the same can be seen or heard from outside the Leased
Premises or in the Common Area; place an antenna, awning or other projection on the exterior of
the Leased Premises; solicit business or distribute leaflets or other advertising material in the
Common Area; take any action which in the exclusive but reasonable judgment of Landlord
would constitute a nuisance or would disturb or endanger customers or other tenants or
unreasonably interfere with their uses of their respective premises; or do anything
which in this exclusive but reasonable judgment of Landlord would tend to injure the reputation
of the Landlord.
I) Tenant shall be responsible for obtaining and maintaining workmen's compensation
insurance.
J) Tenant shall use as its advertised business address 399 Alexander Place, Suite 2,
Orlando, Florida 32801. Tenant shall not use the Leased Premises for any purpose other than as
the address of the business to be conducted by Tenant in the Leased Premises, and Tenant shall
not acquire any property right in or to any name which contains the name of the Parking Garage
or as a part thereof. Any permitted use by Tenant of the name of the Parking Garage during the
term of this Lease shall not permit Tenant to use, and Tenant shall not use, such name of the
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Parking Garage after the termination of this Lease or at any other location.
K) Tenant shall comply with all written rules and regulations established by Landlord
from time to time applicable to the Leased Premises and Parking Garage. Tenant's failure to
keep and observe said rules and regulations shall constitute a breach of this Lease in the manner
as if the same were contained herein as covenants. Notice of rules and regulations, and
amendments and supplements thereto, if any, shall be given to Tenant in writing, and Tenant
agrees thereupon to comply with and observe all such rules and regulations, and the amendments
and supplements thereto, provided that the same shall apply uniformly to all tenants of the
Parking Garage.
ARTICLE VI - CONSTRUCTION DUTIES
12. Tenant's Improvements. Tenant shall have thirty (30) days from the
Commencement Date to install any improvements, fixtures and personal property necessary for
the regular and normal operation of a business office. Any contractor employed by the Tenant to
perform the work shall be duly licensed and bonded. Tenant shall not install any improvements
or fixtures to the Leased Premises without the prior written approval of the City as provided in
Section 14 below.
13. Prior Submission of Tenant's Plans. Prior to installing improvements or fixtures
pursuant to Section 13 above, Tenant shall submit for Landlord's written approval, which
approval shall not be unreasonably withheld or delayed, at least three (3) sets of plans and
specifications in adequate detail to show Tenant's contemplated improvements and fixtures
which shall be in accordance with the work to be performed by Tenant. Approval of the plans
and specifications by Landlord shall not relieve or affect Tenant's responsibility for compliance
of such plans and specifications with all relevant laws, ordinances, codes and regulations.
Landlord's approval of Tenant's plans, specifications, and fixtures shall be evidenced by
Landlord's causing one (1) set of such plans and specifications to be initialed on its behalf and
returned to Tenant.
14. Construction Responsibility.
A) Landlord may, from time to time, inspect any construction to the Leased Premises
undertaken by Tenant.
B) Prior to any tenant construction, the Landlord shall have the right to require Tenant to
furnish a letter of credit, a performance bond, a payment bond and/or other security acceptable at
Landlord's sole discretion, in an amount equal to the estimated cost of the work to be performed
by Tenant.
C) Tenant shall be responsible for all necessary permits and fees for any Tenant
construction, renovation or other construction-type activity to the Leased Premises.
D) Tenant shall obtain and pay for all permits, licenses, fees, and meters related to
Tenant construction and shall comply with all codes, ordinances and regulations. Prior to any
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Tenant construction, renovation or construction-type activity on the Leased Premises, Tenant
shall require his contractor and/or subcontractor to furnish Landlord evidence of insurance
coverage, as required by statute relative to the class of contractor's license held. The insurance
shall include workmen's compensation coverage required in the State of Florida. Tenant shall
limit construction operations to the Leased Premises only, and shall remove all trash, rubbish and
surplus material from the project on a regular basis or as instructed by Landlord. Should
excessive trash accumulate, Landlord will cause trash to be removed and charged to tenant at 1.5
times the Landlord's cost.
E) Tenant shall furnish to Landlord all certificates and approvals that may be required
for a certificate of occupancy. Landlord shall have no responsibility or liability whatsoever for
any loss or damage to any fixtures or equipment installed or left in the Leased Premises prior to
the Commencement Date, and Tenant's occupancy prior to the Commencement Date shall be
governed by this Lease.
F) Any contractor employed by Tenant must be approved by Landlord, which approval
shall not be unreasonably withheld.
ARTICLE VII - PERSONAL PROPERTY
15. Personal Property/Equipment. Tenant may place, install, operate, and maintain on
the Premises personal property and equipment which are ordinarily necessary and desirable in the
operation of a business such as Tenant's.
Tenant shall give at least ten (10) business days notice to Landlord prior to his proposed
removal of any property which removal may cause damage to the Premises. In order to ensure
that Tenant complies with the notice requirement Tenant hereby agrees that if Tenant removes
any property and causes damage to the Premises without having first complied with the notice
provisions Tenant shall be liable for treble damages. Landlord shall have ten (10) business days
after receipt of Tenant's notice to advise Tenant if additional security deposit shall be required. If
Landlord does not respond within the stated time no additional security deposit shall be required.
If a reasonable additional security deposit is required and Tenant fails to pay within ten (10)
business days of demand, such property shall be conclusively deemed to have become a fixture
and part of the Premises and Tenant shall not thereafter attempt to remove it.
Upon removal of any property accompanied by attendant damage, Tenant shall either repair
or authorize Landlord to repair, to Landlord's satisfaction, any damage within thirty (30) days.
Upon satisfactory completion of the repairs the unused portion of the additional security deposit,
if any, shall be returned to Tenant.
If the cost of repair exceeds all security deposits held by Landlord Tenant shall promptly pay
the excess to Landlord.
Tenant agrees that any property not removed from the Premises within thirty (30) days after
termination of this Lease shall be deemed abandoned and Landlord shall be free to do with it as
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Landlord sees fit.
ARTICLE VIII - REPAIRS, ALTERATIONS AND UTILITIES
16. Repairs. Other than as provided elsewhere in this Lease, Landlord agrees to keep in
good order, condition and repair the roof (but not the ceiling), foundations and exterior walls of
the Leased Premises, excluding: (a) plate glass windows, the interior surface of exterior walls,
doors, door closure devices, window and door frames, molding, locks and hardware; (b) any
condition in the Leased Premises caused by any act or neglect of Tenant or their agents,
employees, invitees, subtenants, licensees or concessionaires; and (c) any repairs which are the
responsibility of Tenant under this section. Landlord shall never be liable for failure to make
repairs which Landlord has undertaken to make unless: (a) Tenant has given written notice to
Landlord of a condition of the Leased Premises requiring repair and (b) Landlord has failed to
commence to make such repairs within a reasonable time there after.
Tenant shall keep in good repair, the ceiling, plate glass windows, interior and interior
surface of exterior walls, doors, door closure devices, window and door frames, molding, locks
and hardware of the Leased Premises.
If repairs are required to be made by Tenant and Tenant refuses or neglects to commence
such repairs and complete the same within a reasonable time after receiving written notice
thereof from Landlord, Landlord may make or cause such repairs to be made and shall not be
responsible to Tenant for any loss or damage that may accrue to Tenant's stock or business by
reason thereof. If Landlord causes such repairs to be made, Tenant agrees that Tenant will, on
demand, pay to Landlord the cost thereof, and if Tenant shall default Landlord shall have the
remedies provided for the non-payment of rent under this Lease.
17. Alterations. Tenant shall not make any alterations, additions or improvements to
the Leased Premises or the building in which the Leased Premises are located without the prior
written consent of Landlord.
18. Utilities. The Landlord shall provide all utilities except telephone service to the
Leased Premises at its sole cost and expense. Tenant shall pay all charges for telephone service
used on or about or supplied to the Leased Premises, and Tenant shall hold Landlord harmless
from and indemnify Landlord against any and all liability for such charges. If any such charges
are not paid when due, Landlord may pay the same, and any amount so paid by Landlord shall
thereupon become due to the Landlord from Tenant as additional rent. Landlord shall not be
liable in damages or otherwise for any damage to Tenant or to Tenant's customers, property or
revenues resulting from failure or interruption of any utility or other service being furnished to
the Leased Premises by Landlord, unless such failure or interruption of utility services is the
result of negligence on the part of Landlord or Landlord's agents and Landlord does not restore
such service within a reasonable time after written notice from Tenant of the existence of such
problems with utility or other service.
ARTICLE IX - INDEMNITY AND INSURANCE
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19. Tenant's Indemnity. Tenant agrees to indemnify Landlord and save Landlord
harmless from and against any and all claims, actions, damages, liabilities and expenses in
connection with loss of life, personal injury and/or property damage and/or destruction arising
from any occurrence in, upon or at the Leased Premises, or the occupancy or use by Tenant of the
Leased Premises or any part thereof, or any act, omission or negligence of Tenant or Tenant's
agents, employees, contractors, sublessees, concessionaires, licensees or invitees. This indemnity
and hold harmless agreement shall be effective from and after the commencement of Tenant's
Construction and Fixture Period until the end of the term of this Lease and thereafter as long as
Tenant is in occupancy of any part of the Leased Premises. Additionally, this indemnity and hold
harmless agreement shall include indemnity against all costs, expenses and liabilities, including
attorney's fees and attorney's fees on appeal, incurred by Landlord in connection with any such
claim or action or any trial, appellate or bankruptcy court proceeding relative thereto. If any such
action or proceeding is instituted against Landlord, Tenant, upon written notice from Landlord,
shall defend such action or proceeding by counsel approved in writing by Landlord, such
approval not to be unreasonably withheld, but subject to Tenant’s insurer’s right to select
counsel.
20. Liability Insurance. Tenant agrees to maintain in full force and effect from the
date upon which Tenant first enters the Leased Premises for any reason and throughout the term
of this Lease, and thereafter as long as Tenant occupies any part of the Leased Premises, a policy
of general liability insurance covering bodily injury/death, and property damage insurance with
an insurer approved by Landlord under which Landlord and Tenant are additional insured, and
named insured, respectively, and under which the insurer, agrees to indemnify and hold
Landlord, and those in privity of estate with Landlord, harmless from and against all costs,
expenses and/or liability arising out of or based upon any and all claims, accidents, injuries and
damages in the broadest form of such coverage from time to time available in the area in which
the Leased Premises are located. Each such policy shall be non-cancelable and non-amendable
with respect to Landlord and Landlord's said designees without thirty (30) days prior written
notice to Landlord. A duplicate original of each such policy or certificate thereof shall be
delivered to Landlord at or prior to the time Tenant first enters the Leased Premises for any
reason, and Tenant shall furnish Landlord evidence of renewals of each such policy no less than
thirty (30) days prior to the expiration of the applicable policy. The minimum single limit
coverage for bodily injury (or death) and property damage shall be Two Million Dollars
($2,000,000). Failure to provide evidence of the required coverage within one day after demand
is made therefor shall be a material breach of this Lease.
21. Fire and Extended Coverage Insurance. Landlord agrees to self-insure the
Parking Garage Facility's improvements to the extent allowed by Landlord's Risk Management
Program.
22. Tenant's Property Insurance. At all times during the term of this Lease, and
during the Tenant's Construction and Fixture Period, Tenant agrees to keep Tenant's property
located on the Leased Premises insured with a licensed and reputable insurer against fire,
vandalism, malicious mischief, sprinkler leakage and other risks commonly insured against under
extended coverage insurance in an amount equal to at least eighty per cent (80%) of the insurable
value thereof. The policy shall be non-cancelable and non-amendable without thirty (30) days
prior written notice to Landlord. A duplicate original of the policy or a certificate thereof shall
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be delivered to Landlord at or prior to the time Tenant first enters the Leased Premises for any
reason, and Tenant shall furnish Landlord evidence of renewals of the policy no less than thirty
(30) days prior to the expiration thereof.
23. Tenant's Risk. Tenant agrees to use and occupy the Leased Premises at Tenant's
own risk, and Landlord shall have no responsibility or liability for any loss or damage to fixtures
or personal property, or for any loss or damage resulting to Tenant or those claiming by, through,
or under Tenant, from breaking, bursting, stopping or leaking of electric cables and wires, and
water, gas, sewer or steam pipes.
24. Injury Caused by Third Parties. Tenant agrees that Landlord shall not be
responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or
damage that may be occasioned by or through the actions or omissions of persons using,
occupying, or visiting the Leased Premises.
ARTICLE X - DAMAGE TO LEASED PREMISES
25. Partial Damage. If the Leased Premises are partially damaged by fire or other
casualty, the risk of which is covered by Landlord's insurance, Landlord shall promptly proceed
to restore so much of the Leased Premises as was originally constructed by Landlord to
substantially the same condition originally constructed by Landlord was in at the time of such
damage, but Landlord shall not be responsible for any delay which may result from any cause
beyond the reasonable control of Landlord, and due allowance shall be made for a reasonable
time necessary for Landlord to adjust the loss with any insurance companies.
26. Substantial Damage. If the Leased Premises shall be substantially damaged by fire
or other casualty, the risk of which is covered by Landlord's insurance, Landlord shall, promptly
after such damage and the determination of the net amount of insurance proceeds available to
Landlord, expend so much as may be necessary of such net amount to restore, with reasonable
diligence, to the extent originally constructed by Landlord (consistent, however, with zoning laws
and building codes then in existence), so much of the Leased Premises as were originally
constructed by Landlord to substantially the condition in which such portion of the Leased
Premises was in at the time of such damage except as hereinafter provided, but Landlord shall
not be responsible for delay which may result from any cause beyond the reasonable control of
Landlord. Should the net amount of insurance proceeds available to Landlord be insufficient to
cover the cost of restoring the Leased Premises, in the reasonable estimate of Landlord, Landlord
may, but shall have no obligation to, terminate this Lease by giving notice to Tenant not later
than a reasonable time after Landlord has determined the estimated net amount of insurance
proceeds available to Landlord and the estimated cost of such restoration. Rent shall be reduced
in proportion to the loss of square footage in the event of any partial or substantial damage,
commencing with the date of such damage and continuing until such time as the Leased Premises
are fully restored.
27. Definition of "Substantial Damage". The terms "substantial damage" and
"substantially damaged", as used herein shall refer to damage of such a character that the same
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cannot, in ordinary course, reasonably be expected to be repaired within sixty (60) days from the
time that such work would commence.
28. Damage to Other Portions of the Parking Garage and Uninsured Casualty. If
the building of which the Leased Premises are a part (but not the Leased Premises) shall be
substantially damaged by fire or other casualty, or if, as the result of a risk not covered by the
forms of hazard insurance at the time then customarily carried on like improvements in the
Orlando area, the Leased Premises are substantially damaged, Landlord shall promptly restore, to
the extent originally constructed by Landlord (consistent, however, with zoning laws and
building codes then in existence), so much of the building or the Leased Premises as were
originally constructed by Landlord to substantially the condition thereof at the time of such
damage, unless Landlord, promptly after such loss, gives notice to Tenant of Landlord's election
to terminate this Lease. If Landlord shall give notice, then this Lease shall terminate as of the
date provided in such notice with the same force and effect as if such date were the date
originally established as the expiration date hereof. However, Tenant shall be granted thirty (30)
days to remove all possessions from the Leased Premises unless otherwise provided by law.
29. Damage During Term. If the Leased Premises shall be substantially damaged by
fire or other casualty within the term of this Lease or any subsequent term, either Tenant or
Landlord shall have the right, by giving notice to the parties not later than sixty (60) days after
such damage, to terminate this Lease, at which time this Lease shall terminate as of the date of
such notice with the same force and effect as if such date were the date originally established as
the expiration date of this Lease.
ARTICLE XI - EMINENT DOMAIN
30. Rights of Termination for Taking. If the Leased Premises, or such portion thereof
as to render the balance (if reconstructed to the maximum extent practicable under the
circumstances) unsuitable for Tenant's purposes, shall be taken by condemnation or right of
eminent domain, or by purchase in lieu thereof, Landlord and Tenant shall have the right to
terminate this Lease by notice to the other of its desire to do so. Further, if so much of the
Parking Garage shall be taken so that continued operation of the Parking Garage would not be
economically feasible in Landlord's reasonable judgment, Landlord shall have the right to
terminate this Lease by giving notice to Tenant.
31. Payment of Award. Landlord shall have and hereby reserves, and Tenant hereby
grants and assigns to Landlord, all rights to recover for damages to the Parking Garage site, the
Leased Premises, the building in which the Leased Premises are located, and the leasehold
interest hereby created, and to compensation accrued or hereafter to accrue by reason of such
taking, damage, or destruction. Nothing contained herein shall be construed to prevent Tenant
from prosecuting in any condemnation proceedings brought by an entity other than the Landlord
a claim for the value of any of Tenant's usual trade fixtures installed in or on the Leased Premises
by Tenant at Tenant's expense, for the value of Tenant's business or loss thereof, or for relocation
expenses, provided that such action shall not affect the amount of compensation otherwise
recoverable by Landlord from the taking authority.
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32. Abatement of Rent. In the event of any taking of the Leased Premises, the Basic
Rent, or a fair and just proportion thereof, according to the nature and extent of the damage
sustained, shall be suspended or abated, as appropriate and equitable under the circumstances.
ARTICLE XII - ASSIGNMENT AND SUBLETTING
33. Prohibition. Notwithstanding any other provisions of this Lease, Tenant covenants
and agrees that Tenant will not assign this Lease or sublet (which term shall include, without
limitation, granting of concessions, licenses and the like) the whole or any part of the Leased
Premises without, in each instance, having first received the express written consent of Landlord.
Landlord shall have the right to require any reasonable information regarding any possible
assignee or sublessee and shall be under no obligation to consent to any proposed assignment or
subletting and any assignment or subletting without prior written consent shall be void ab initio
and a material breach of this Lease. The foregoing notwithstanding Landlord shall not
unreasonably withhold its consent to an acceptable assignee who shall agree to operate the same
business. It shall be a condition of the validity of any such assignment or subletting that the
assignee or sublessee agrees, by written instrument in form satisfactory to Landlord, to be bound
by all of the obligations of the Tenant hereunder, including, without limitation, the obligation to
pay rent and other amounts provided for under this Lease and the covenant against further
assignment and subletting, but such assignment or subletting shall not relieve Tenant of any of
the obligations of the Tenant hereunder, and Tenant shall remain fully liable therefore.
Acceptance of rent from any purported assignee or sublessee shall not be construed as a waiver
of the requirement of Landlord's consent nor shall it be construed as a consent.
ARTICLE XIII - TENANT'S OBLIGATIONS
34. Tenant's Obligations. Tenant in addition to any other covenants contained herein
also covenants and agrees:
A) To pay all rent and other charges herein reserved at such times and places as the same
are due and payable;
B) To pay all telephone charges when due;
C) To keep and maintain the Leased Premises in the condition herein required and to
surrender the same upon the termination hereof in said condition, reasonable wear and tear
excepted.
D) To observe and comply with any and all valid and applicable requirements of duly-
constituted public authorities and with all federal, state and local statutes, ordinances, regulations
and standards applicable to Tenant, the Landlord and the Leased Premises;
E) To pay all taxes, assessments and other governmental impositions and charges of
every kind and nature whatsoever, on or before the due date established therefor, and all interest
and penalties thereon, which shall during the term of this Lease Agreement, be levied, assessed
or imposed upon Tenant's leasehold interest, or upon any leasehold improvements, trade fixtures
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and other property erected, installed or located thereon, and on the rent and any additional rent
payable hereunder, or arising in connection with the use, occupancy or possession of the Leased
Premises; provided, however, that Tenant may in good faith contest the amount or applicability
of any such tax, assessment, fee or charge and defer payment thereof during such contest to the
extent that Tenant is able lawfully to do so provided the same will not result in a lien being
placed upon the Leased Premises.
F) To procure and keep in force during the term of this Lease all necessary occupational
licenses and permits as are required by law;
G) To use the Leased Premises only for the uses and purposes herein described;
H) To yield and surrender immediate possession of the Leased Premises to Landlord
upon termination of the Lease Agreement, upon its failure so to do, to be thereafter considered a
tenant-at-sufferance provided, however, that nothing contained in this subparagraph shall be
deemed to constitute a waiver by Landlord of its right of re-entry, nor shall the receipt of rent or
any part thereof or any act in apparent affirmance of tenant's continued tenancy operate as a
waiver of Landlord's right to terminate Tenant's use of the Leased Premises and the facility by
eviction action or otherwise; and
I) To be solely responsible for securing all federal, state, county or municipal approvals
of an environmental or other nature required for any construction or alteration of the facility and
any other leasehold improvements on the Leased Premises, or for any of Tenant's operations
thereon.
J) Not to grant a security interest or use as security for any loan or credit, any interest in
the Landlord's property on the Leased Premises, in the Lease or any interest of the Tenant
obtained by virtue of this Lease, without the prior written consent of Landlord. Any grant of
such security interest shall be deemed null and void.
ARTICLE XIV - LANDLORD'S ACCESS TO LEASED PREMISES
37. Landlord's Right of Access. Tenant shall permit Landlord or Landlord's agents to
inspect or examine the Leased Premises at any reasonable time and shall permit Landlord to
make such repairs, alterations, improvements or additions in the Leased Premises or to the
building of which the Leased Premises is a part, that Landlord may deem desirable or necessary
or which Tenant has covenanted herein to do and has failed to do, without the same being
construed as an eviction of Tenant in whole or in part and the rent shall in no manner abate while
such repairs, alterations, improvements or additions are being made by reason of loss or
interruption of the business of Tenant because of the prosecution of such work, provided that
Landlord exercises such rights of access so as to minimize the interference for the shortest period
of time practicable.
38. Exhibition of Space to Prospective Tenants. During the six (6) months prior to
the expiration of the term of this Lease or any renewal term, Landlord may exhibit the Leased
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Premises to prospective tenants or purchasers.
ARTICLE XV - DEFAULT
39. Tenant's Default. In addition to any other breach hereunder which would be a
default, upon the happening of any one or more of the following events, Tenant shall be in
default:
A) Tenant's failure to pay any installment of Basic Rent or any other sum to be paid by
Tenant under this Lease after the same becomes due and payable;
B) Tenant's failure to keep the premises clean and in good repair;
C) Tenant's failure to perform or observe any term or condition of this Lease which,
because of its character, would jeopardize Landlord's interest;
D) Tenant's failure to perform or observe any other term or condition contained in this
Lease and Tenant's failure to commence during such failure to promptly and diligently complete
the curing of same within ten (10) days after Tenant’s receipt of written notice from Landlord to
Tenant thereof;
E) The dissolution or liquidation, or the commencement of any action or proceeding for
the dissolution or liquidation, of Tenant, whether instituted by or against Tenant, or the
appointment of a receiver, Trustee, or custodian whether or not judicial proceedings are instituted
with such appointment or sufferance, or the commencement of any action or proceeding for the
appointment of a receiver, Trustee, or custodian to take possession of all or substantially all of
the property of Tenant;
F) The act of taking possession of the property of Tenant by any governmental officer or
agency pursuant to statutory authority for the dissolution, rehabilitation, reorganization or
liquidation of Tenant;
G) Tenant's making an assignment of this lease for the benefit of creditors, whether
voluntary or involuntary;
H) Tenant's interest under this Lease being sold or taken under execution or other legal
process;
I) Tenant's interest under this Lease being assigned by operation of law; and
J) Tenant's vacating, abandoning or failing to actively engage in business operations
during normal business hours at the Leased Premises for a period of seven (7) consecutive days
without the prior written permission of the Landlord; and
K) The placement of any lien or liens upon the Leased Premises or any portion thereof
by any revenue offices or similar official of any governmental department or agency or by any
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person.
ARTICLE XVI - TERMINATION FOR CAUSE
40. For Cause. Landlord, at its discretion, upon the occurrence of any event of default
as set forth herein, may then exercise any one or more of the following options:
A) Terminate this Lease, remove all persons and property from the Leased Premises by
summary proceedings or otherwise, and take possession of the Leased Premises, all without
prejudice to Landlord's rights to collect from Tenant any rent or other sum which became payable
to Landlord prior to or as a result of such termination, together with all damages suffered by
Landlord resulting from Tenant's default hereunder.
B) Re-enter and take possession of the Leased Premises by any lawful means, make
alterations and repairs to the Leased Premises, and relet or attempt to relet the Leased Premises
on behalf of the Tenant and for Tenant's account, at such rent and under such terms and
conditions as Landlord may deem best under the circumstances for the purpose of reducing
Tenant's liability hereunder, and Landlord shall not be deemed to have thereby accepted a
surrender of the Leased Premises, and Tenant shall remain liable for all rent and other sums due
under this Lease, for all of Landlord's reasonable costs and expenses of reletting the Leased
Premises, and for all damages suffered by Landlord because of Tenant's default under this Lease,
it being understood that at any time during such repossession or reletting, Landlord may, by
delivering written notice to Tenant, elect to exercise its option to accept a surrender of the Leased
Premises, terminate this Lease, and retake possession of the Leased Premises on behalf of
Landlord;
C) Declare the entire remaining unpaid rent and other charges due hereunder to be
immediately due and payable, and take such action available to Landlord to remove and collect
same together with any other amount plus court costs necessary to compensate Landlord for all
damages caused by Tenant's default; or
D) Exercise any and all rights and privileges and pursue any remedy that Landlord may
have under the laws of the State of Florida.
41. Landlord's Remedies Cumulative. All of the Landlord's rights and remedies after
a default by Tenant, whether expressly stated above or whether available at law or in equity, shall
be deemed separate and cumulative, and the exercise of any one right or the pursuit of any one
remedy shall not preclude Landlord from exercising any other right or pursuing any other
remedy.
42. Amounts Received After Reletting. Amounts received by Landlord after reletting
shall first be applied against all expenses incurred by Landlord in reletting the Leased Premises
until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a
payment would fall due under this Lease, the amount which Tenant is obligated to pay under the
terms of this Lease; when and if such expenses have been completely recovered, the amounts
received from reletting by Landlord as have not previously been applied shall be credited against
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Tenant's obligations as of each day when a payment would fall due under this Lease, and only the
net amount thereof shall be payable by Tenant.
43. Landlord's Default. Landlord shall in no event be in default in the performance of
any of Landlord's obligations hereunder unless and until Landlord shall have failed to perform
such obligations within thirty (30) days, or such additional time as is reasonably required to
correct any such default, after written notice by Tenant to Landlord properly specifying the
manner in which Landlord has failed to perform any such obligation.
ARTICLE XVII - MISCELLANEOUS PROVISIONS
44. Mechanics' Liens. The estate or interest of Landlord in and to the Leased Premises
and the Parking Garage shall not be subject to mechanics' liens of persons or entities not in
privity with the Landlord. Tenant further agrees immediately to discharge (either by payment or
by filing the necessary bond or otherwise) any mechanics' liens against the Leased Premises, the
Parking Garage or Landlord's interest therein purporting to be for labor, services, or materials
furnished to Tenant in, on or about the Leased Premises or the Parking Garage, and a duly
executed instrument by which such mechanic's lien is satisfied, released from the Leased
Premises or the Parking Garage or transferred to bond, shall be filed or recorded within ten (10)
days after such mechanic's lien is filed or recorded.
45. Covenant of Quiet Enjoyment. Tenant, subject to the terms and provisions of this
Lease, on payment of rent and observing, keeping and performing all of the terms and provisions
of this Lease on the part of Tenant to be observed, kept and performed, shall lawfully, peaceably
and quietly have, hold, occupy and enjoy the Leased Premises during the term of this Lease,
without hindrance or ejection by any persons lawfully claiming under Landlord to have title to
the Leased Premises superior to Tenant.
46. Termination for Convenience. The Landlord may terminate this Lease during this
Lease term and any renewal period, whichever is applicable, at its convenience, upon thirty (30)
days written notice to Tenant.
47. Surrender of Premises. Upon the termination of this Lease, Tenant shall surrender
the Leased Premises in neat and clean condition and in good order, condition and repair, together
with all work, alterations and additions which may have been made or installed in, on or to the
Leased Premises prior to or during the term of this Lease, except for the usual trade fixtures
(except as above provided), and furniture brought into the Leased Premises at Tenant's sole cost
and expense.
48. Holding Over. Any holding over by Tenant after the expiration of the term of this
Lease shall be treated as a tenancy at sufferance at double the rent and other charges specified
herein, prorated on a daily basis, and shall otherwise be on the terms and conditions set forth in
this Lease, so far as applicable.
49. Self-Help. Landlord has the right to pay such sums or to do any act which may be
necessary or appropriate by reason of the failure or neglect of Tenant to perform any of the
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provisions of this Lease, and Tenant agrees to pay Landlord upon demand all such sums, and if
Tenant defaults Landlord has the same rights and remedies as for the failure of Tenant to pay
Basic Rent.
50. Signs, Store Fronts. Tenant shall not, without Landlord's prior written consent: (a)
make any changes to or paint the store front; (b) install any exterior lighting, decorations or
paintings; or (c) erect or install any signs, window or door lettering, placards, decorations or
advertising media of any type which can be viewed from the exterior of the Leased Premises
except for dignified displays of the customary type for Tenant's display windows. All signs,
decorations and advertising shall comply with the applicable provisions of the City Code and
subject to prior written approval of Landlord. All signs shall be kept in good condition and in
proper operating order at all times.
51. Severability. If any part of this Lease shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, shall not be affected thereby, and each term and
provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.
52. Binding Effect. Except as otherwise expressly provided, the terms hereof shall be
binding upon and shall inure to the benefit of the heirs, personal representatives, successors and
assigns, respectively, of Landlord and Tenant. This reference to successors and assigns of Tenant
is not intended to constitute Landlord's consent to assignment by Tenant, but has reference only
to those instances in which Landlord may give consent to a particular assignment as required by
the provisions of Article IX hereof.
53. Recording. Tenant agrees not to record this Lease, but each party hereto agrees, on
the request of the other, to execute a declaration or memorandum of this Lease in recordable
form in compliance with applicable law and reasonably satisfactory to Landlord and its attorneys.
54. Notices. Whenever notice or demand is to be given such notice or demand shall be
in writing and shall be hand delivered or sent by certified mail, return receipt requested, postage
prepaid:
A) To Landlord: Parking Bureau Chief
City of Orlando
53 W. Central Boulevard
Orlando, FL 32801
and
Real Estate Management
City of Orlando
400 South Orange Avenue
Orlando, FL 32801
B) To Tenant: Standard Parking
900 North Michigan Avenue
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Suite 1600
Chicago, IL 60611
Attention: Legal Department
and
Standard Parking
201 South Orange Avenue, Suite 890
Orlando, FL 32801
All such notices shall be considered received upon actual receipt, or seven (7) days after deposit
in the United States mail as detailed above, whichever is earlier.
55. Governing Law. This Lease shall be interpreted under the laws of the State of
Florida.
56. Attorney's Fees. Landlord and Tenant agree that in the event it should become
necessary for either of them to employ an attorney to enforce any rights hereunder, the prevailing
party shall be entitled to recover all of its costs and expenses from the other party, including
attorney's fees which may reasonably be incurred or paid at any time or times in connection
therewith.
57. Section Titles, Interpretation. The titles to the sections contained in this Lease are
for convenience and reference only. Any gender used herein shall be deemed to refer to all
genders. Use of the singular herein shall be deemed to include the plural, and the plural shall be
deemed to include the singular.
58. Waiver. Failure on the part of Landlord or Tenant to complain on any action or
non-action on the part of the other, shall never be a waiver of any respective rights hereunder;
however, the foregoing shall not apply to provisions of this Lease, where a right of Tenant is
dependent upon notice to be given within a specified period. Further, no waiver at any time of
any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of any of the
other provisions hereof, and a waiver at any time of the provisions hereof shall not be construed
as a waiver at any subsequent time of the same provisions. No payment by Tenant, or acceptance
by Landlord, of a lesser amount than shall be due from Tenant to Landlord shall be treated
otherwise than as a payment on account. The acceptance by Landlord of a check for a lesser
amount with an endorsement or statement thereon, or upon any letter accompanying such check,
that such lesser amount is payment in full, shall be given no effect, and Landlord may accept
such check without prejudice to any other rights or remedies which Landlord may have against
Tenant.
59. Status Report. Recognizing that both parties may find it necessary to establish to
third parties the current status of performance hereunder, either party, on the request of the other,
will promptly furnish a statement on the status of any matter pertaining to this Lease.
60. Interest on Sums Due. Any sum of money due Landlord according to the terms of
this Lease that is not paid when due or within any applicable grace period shall bear interest from
the time due at the rate of fifteen percent (15%) per annum.
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61. Landlord's Lien. In addition to any rights that may be given Landlord by Florida
law, Tenant hereby grants to Landlord a security interest in and a lien upon any and all furniture,
fixtures, equipment, goods and other personal property of any kind in which Tenant has an
interest that is now or hereafter located on the Leased Premises, as security for the payment of all
rents and other sums to be paid by Tenant to Landlord hereunder, and for the purpose of securing
the performance of Tenant's duties and obligations in accordance with the terms of this Lease.
62. Entire Agreement. This Lease contains the entire agreement of the parties with
respect to the Leased Premises, and no representations, warranties, inducements, promises or
agreements, oral or otherwise, between the parties relative to the Leased Premises not embodied
in this Lease shall have any force or effect. This Lease shall not be modified or supplemented
except in writing subscribed by all parties.
63. Time of Essence. Time is of the essence of this Lease and every provision hereof.
64. Transfer of Landlord's Interest. In the event of any transfer of Landlord's interest
in the Leased Premises or in the real property of which the Leased Premises are a part, Landlord
shall be automatically relieved of any and all obligations and liabilities on the part of the
Landlord accruing from and after the date of such transfer.
65. No Brokerage Commission. Tenant represents and warrants that it has had no
dealings with any broker or leasing agent in connection with the negotiation or execution of this
Lease other than Landlord's broker, if any. In the event any broker or leasing agent other than
Landlord's broker, if any, shall make a claim for a commission or fee in connection with the
negotiation or execution of this Lease, Tenant shall be responsible for the payment thereof, and
Tenant agrees to hold Landlord harmless from and indemnify Landlord against any such claim or
liability.
66. Merchant's Association. If a merchant's association is organized, Tenant agrees to
join, and maintain membership, pay dues and assessments as may be fixed and determined by
the association, and comply with group advertising, by-laws, rules and regulations as may be
adopted by the association.
67. Landlord's Exculpation. Anything to the contrary contained in this Lease
notwithstanding, Landlord and Landlord's heirs, personal representatives, successors and assigns,
shall have absolutely no corporate or personal liability with respect to the performance of any of
the terms, covenants, conditions and provisions of this Lease. Such exculpation of liability to be
absolute and without exception whatsoever. Nothing herein shall constitute a waiver of
sovereign entity.
68. Discrimination Not Permitted. Landlord, for itself, its successors and assigns, and
Tenant covenant and agree as a covenant running with the land that: (a) no person on the
grounds of race, color or national origin shall be excluded from participation in, denied benefits
of, or be otherwise subject to discrimination in the use of the Leased Premises, (b) that in the
construction of any improvements on, over or under the Leased Premises and the furnishing of
services thereon, no person on the grounds of race, color or national origin shall be excluded.
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69. Radon. 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.
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IN WITNESS WHEREOF, this Lease has been executed as of the date and year stated above.
LANDLORD - CITY OF ORLANDO
By:_____________________________
Attest: Mayor/Pro Tem
Candice J. Crawford, City Clerk
APPROVED AS TO FORM AND LEGALITY
for the use and reliance of the
City of Orlando, Florida, only.
, 2001.
Assistant City Attorney
Orlando, Florida
TENANT - Standard Parking Corporation, an
Illinois Corporation
By:
Name:______________________________
Witnesses:
Title:________________________________
By:
Print Name:
By:
Print Name:
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