HomeMy WebLinkAboutcocc_council_mtg_packet_20220112_special (cancelled/postponed) CAPE CANAVERAL CITY COUNCIL SPECIAL MEETING
City Hall Council Chambers
100 Polk Avenue, Cape Canaveral, Florida 32920
AGENDA
January 12, 2022
6:00 p.m.
For those that cannot attend the Meeting and wish to submit a public comment:
Email your comment to CityClerk@CityofCapeCanaveral.org by noon the day of the Meeting.
To stream the Meeting at home: Please visit www.cityofcapecanaveral.org/city_meetings
CALL TO ORDER
PLEDGE OF ALLEGIANCE
ROLL CALL
PUBLIC PARTICIPATION: Any member of the public may address any items that do not appear
on the agenda and any agenda item that is listed on the agenda for final official action by the City
Council excluding public hearing items which are heard at the public hearing portion of the
meeting, ministerial items (e.g. approval of agenda, minutes, informational items), and quasi-
judicial or emergency items. Citizens will limit their comments to three (3) minutes. The City
Council will not take any action under the "Public Participation" section of the agenda.The Council
may schedule items not on the agenda as regular items and act upon them in the future.
DISCUSSION I 5:45 p.m. - 6:00 p.m.
1. Discuss the status of the Civic Hub Project/7404 N. Atlantic Avenue.
2. Status update regarding City Council's offer to reimburse relocation expenses incurred by
the tenants, Hair Port and Inteck (Smailey), related to the City's acquisition of 7404 N.
Atlantic Avenue, and consider approval of the counter proposal submitted by Hair Port,
and provide such other related direction as deemed necessary by City Council.
3. Consider approval of Ordinance No. 01-2022 on First Reading authorizing the short term
lease of office space at 7404 N. Atlantic Avenue to any existing tenants upon such time
the City acquires the property.
ADJOURNMENT: Pursuant to Section 286.0105, Florida Statutes, the City hereby advises the
public that: If a person decides to appeal any decision made by the City Council with respect to
any matter considered at this workshop, that person will need a record of the proceedings, and
for such purpose that person may need to ensure that a verbatim record of the proceedings is
made, which record includes the testimony and evidence upon which the appeal is to be based.
This notice does not constitute consent by the City for the introduction or admission into evidence
of otherwise inadmissible or irrelevant evidence, nor does it authorize challenges or appeals not
otherwise allowed by law. In accordance with the Americans with Disabilities Act: all interested
parties may attend this Public Workshop. The facility is accessible to the physically handicapped.
Persons with disabilities needing assistance to participate in the proceedings should contact the
City Clerk's office [(321) 868-1220 x207 or x206] 48 hours in advance of the workshop.
4pCE
4)s, CITY OF
lIELCAPE CANAVERAL
CITY COUNCIL SPECIAL MEETING • JANUARY 12, 2022
.
�,T„of AGENDA ITEM SUMMARY • ITEM # 1
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Subject: Discuss the status of the Civic Hub project/7404 N. Atlantic Avenue.
Department: Community and Economic Development
Summary: At a Special Council Meeting on December 7, 2021, the newly-seated Council voted to
confirm the prior Council's decision to move forward with the Civic Hub project located at 7404 N.
Atlantic Avenue. In addition, the Council voted to extend the closing date by 30 days as provided
for in Section 5.7 of the Contract for Purchase and Sale of the property, and to provide relocation
expenses of up to $5,000 to the two (2) tenants currently in the building, Hair Port Salon and Iteck.
December 31, 2021 was the deadline for the two existing tenants to indicate acceptance of the
City's offer for relocation assistance funding. One tenant (Hair Port Salon) proposed a counter offer
and the other tenant (Iteck) did not accept.
In addition to this discussion item, this agenda includes two separate items so that the Council can
provide guidance on the following:
1. The Hair Port Salon tenant counter offer; and
2. First reading of the lease agreement Ordinance for the Iteck tenant.
Submitting Department Director: David Dickey Date: 01/05/2022
Attachment: n/a
Financial Impact: Staff time and effort to prepare this agenda item.
Reviewed by Administrative/Financial
Services Director: John DeLeo Date: 01/05/2022
The City Manager recommends the City Council take the following action(s): Discuss the status
of the Civic Hub project/7404 N. Atlantic Avenue.
Approved by City Manager: Todd Morley Date: 01/05/2022
4pCE
4)s, CITY OF
CAPE CANAVERAL
CITY COUNCIL SPECIAL MEETING • JANUARY 12, 2022
.
�,T„of AGENDA ITEM SUMMARY • ITEM # 2
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Subject: Status update regarding City Council's offer to reimburse relocation expenses incurred by
the tenants, Hair Port and Inteck (Smailey), related to the City's acquisition of 7404 N. Atlantic
Avenue, and consider approval of the counter proposal submitted by Hair Port, and provide such
other related direction as deemed necessary by City Council.
Department: Community and Economic Development
Summary: At a Special Council Meeting on December 7, 2021, the Council voted to move forward
with the Civic Hub project located at 7404 N. Atlantic Avenue. In addition, the Council voted to
extend the closing date by 30 days as provided for in Section 5.7 of the Contract for Purchase and
Sale of the property, and to provide relocation assistance of up to $5,000 to the two (2) tenants
currently in the building (Hair Port Salon and Iteck).
To formalize the business terms of the relocation assistance,the City prepared a letter of acceptance
which was to be signed and returned by December 31, 2021. In an email dated December 31, 2021,
one tenant(Hair Port Salon/Ms. Belinda Roldan),who had previously signed the letter of acceptance
(Attachment 1), forwarded a counter proposal (Attachment 2).
The counter proposal was related to a condition of the assistance which requires that the tenant
provide an executed copy of the new lease at the new business location evidencing the relocation
of the business. It was anticipated that the tenant's relocation would involve a new lease at a
different location.
Ms. Roldan, indicates that, rather than leasing a property, she is pursuing the purchase of a new
business location and requests that costs associated with the purchase be eligible for
reimbursement from the $5,000.00.
This item is to request direction from the Council on whether costs associated with Ms. Roldan's
proposed property purchase are eligible for reimbursement through the $5,000.00 relocation
assistance funds.
Submitting Department Director: David Dickey . ` Date: 01/05/2022
Attachments:
Attachment 1 — Letter of Acceptance
Attachment 2 — Ms. Roldan email — December 31, 2021
Financial Impact: Staff time and effort to prepare this agenda item.
Reviewed by Administrative/Financial
Services Director: John DeLeo Date: 01/05/2022
The City Manager recommends the City Council take the following action:Approve the counter
proposal regarding relocation of Hair Port/tenant.
Approved by City Manager: Todd Morley Date: 01/05/2022
Attachment 1
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Re; Relocation from yaRR N.Atlantic Ave.Cerro—ii Dear Ms.Roldan' a Sale and Purchase Contract with =
.:IIII:
As you are aware,the City of Cape Canaveral approved
William Scharlau to acquire the real property located at 7408 N.Atlantic Avenue,Cape Canaveral, The
City intends to construct a redevelopment project on the property. The closing will Occur in the very
near future.
The City Council recently approved a conditional offer to reimburse you for certai
eligibleg
relocation expenses to assist you with relocating your business from the property prior to octet the closing.
Th,e
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city will reimburse you for relocation expenses in an amount not to exceed 55,000 u
terms and conditions: your fnew leave at your r+ew businesstacatinn
I. You must provide an executed copy o
evidencing that you are relocating your business. a new business towtion are
2 Only first and last month's rent and security deposit t syouritta4 of written
eligible for reimbursement up to a maximum amount of$5,000 P
documentation evidencing that you have paid such expenses.
3. You must relocate from the property no later than the end of the day,Sunday lanuaty 9,
2022 Manager,Todd Morley,
To accept this offer,you must sign below and return this letter to City g that date,no
— no later than Friday,December 31,2021. if you do not execute and return this letter by
relocation expenses will be provided by the City-
Sincere!
Todd Morley,City Manager
I hereby accept the offer stated herein and acknowledge and agree that to receive payment of the
r cation expenses, I must fully comply with the terms and conditions stated herein:
I Belinda Roldan Date
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Attachment 2
Warning-This email originated outside the City of Cape Canaveral mail system. Please review the
sender's address. Report any suspicious mail by using the Phishalert button in Outlook. If that is
not possible forward the suspicious mail to phishalert@citvofcapecanaveral.orq
Sent from my iPhone
Begin forwarded message:
From: Belinda Roldan Natal<belinda.roldan8@gmail.corn>
Date: December 31, 2021 at 12:34:30 AM EST
To: Belinda Natal<belinda.roldan8@gmail.com>
Subject: Relocation expenses
To whom it may concern,
This is about the relocation assistance, the $5,000. Is it possible to receive this help for the
purchase of our business for Hair Port Studio?
Sent from my iPhone
Florida has a very broad public records law. As a result, any written communication created or
received by the City of Cape Canaveral officials and employees will be made available to the
public and/or media upon request, unless otherwise exempt. Under Florida Law, email addresses
are public records. If you do not want your email address released in response to a public-records
request, do not send electronic email to this entity. Instead, contact our office by phone or in
writing.
44ACE 4%q
s4, CITY OF
;� �Fl_/` CAPE CANAVERAL
416r,
CITY COUNCIL SPECIAL MEETING • JANUARY 12, 2022
CITUE AGENDA ITEM SUMMARY• ITEM # 3
CAPE CANAVERAL
Subject: Consider approval of Ordinance No. 01-2022 on First Reading authorizing the short term
lease of office space at 7404 N. Atlantic Avenue to any existing tenants upon such time the City
acquires the property.
Department: Community and Economic Development
Summary: At its September 21, 2021 Regular Meeting, the City Council approved a Contract for
Purchase and Sale for the Property. The Council requested an amendment to the Contract to allow
for the existing tenants to remain in the building on a month-to-month basis, not to exceed twelve-
months.
At a Special Council Meeting on December 7, 2021, the Council voted to extend the closing date
by 30 days as provided for in Section 5.7 of the Contract for Purchase and Sale, and to provide
relocation assistance of up to $5,000 to the two (2)tenants currently in the building (Hair Port Salon
and Iteck). The closing on the Property is scheduled for January 26, 2022.
Upon closing and acquisition of the Property by the City, the Council may wish to enter into short
term lease arrangements with the existing tenants to occupy a small portion of the building on a
short-term, month-to-month basis until such time that the City is ready to commence
redevelopment of the property.
Section 2.12(6) of the City Code requires the conveyance or lease of any lands of the City be done
through ordinance. To this end, the City Attorney has prepared Ordinance No. 01-2022 which
authorizes the short-term lease of office space at the Property to any existing tenant.
The lease document, which is Exhibit A to Ordinance No. 01-2021, will be finalized and presented
at second reading of the subject Ordinance, which is scheduled for the January 18, 2022 Regular
Meeting. General conditions of the lease include:
1. Tenant acknowledges the short-term nature of the lease and for the requirement to
voluntarily relocate within a term not to exceed twelve (12) months (Sec. 3.6);
2. Tenant shall be required to pay the first and last month's rent concurrent with the execution
of the lease (Sec. 4.1);
3. Tenant shall pay a late charge equal to ten percent if rental payment is not received within
five (5) days of its due date (Sec. 4.3);
4. A security deposit, which amount is to be determined, shall be payable by the Tenant to the
City upon execution of the lease (Sec. 4.5);
5. Tenant shall be responsible for all utility expenses furnished to the leased premises (Article
9);
6. Tenant shall maintain, throughout the term of the lease, certain insurance coverage (Sec.
10.1); and
7. A listing of events that constitute a default or breach by the Tenant of the lease (Article 13).
Submitting Department Director: David Dickey i'' Date: 01/05/2022
City of Cape Canaveral
City Council Special Meeting •January 22, 2022
Agenda Item # 3
Page 2 of 2
Attachment:
Ordinance No. 01-2022 w/Exhibit A
Financial Impact: Potential $10,000 impact to the Community Redevelopment Agency Fund. Staff
time and effort to prepare this agenda item.
Reviewed by Administrative/Financial
Services Director: John DeLeo Date: 01/05/2022
The City Manager recommends the City Council take the following action:
Approve Ordinance No. 01-2022 on first reading.
Approved by City Manager: Todd Morley Date: 01/05/2022
1 ORDINANCE NO. 01-2022
2
3 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CAPE
4 CANAVERAL, FLORIDA, PURSUANT TO SECTION 2.12(6) OF THE CITY
5 CHARTER, AUTHORIZING THE SHORT TERM LEASE OF OFFICE SPACE
6 TO ANY EXISTING TENANT(S) OF THE BUILDING LOCATED AT 7404
7 N. ATLANTIC AVENUE, CAPE CANAVERAL, FLORIDA ("PROPERTY")
8 UPON SUCH TIME THE CITY ACQUIRES THE PROPERTY IN
9 ACCORDANCE WITH THE PENDING CONTRACT FOR PURCHASE
10 AND SALE; PROVIDING THAT THE CITY COUNCIL MAY APPROVE A
11 WRITTEN LEASE WITH SUCH TENANT(S) IN ACCORDANCE WITH
12 THE TERMS AND CONDITIONS REQUIRED BY THIS ORDINANCE;
13 PROVIDING FOR THE REPEAL OF PRIOR INCONSISTENT
14 ORDINANCES AND RESOLUTIONS, SEVERABILITY AND A
15 CONDITIONAL EFFECTIVE DATE.
16
17 WHEREAS, the City is granted the authority, under Section 2(b), Article VIII, of the State
18 Constitution, to exercise any power for municipal purposes, except when expressly prohibited by
19 law; and
20
21 WHEREAS, the City Council previously approved a Contract for Purchase and Sale with
22 William Scharlau on September 21, 2021 ("Agreement") to acquire the real property and
23 commercial building located at 7404 N. Atlantic Avenue, Cape Canaveral, Florida ("Property") for
24 redevelopment purposes; and
25
26 WHEREAS,the Closing on the Property is currently scheduled for January 26, 2022, subject
27 to the terms and conditions of the Agreement; and
28
29 WHEREAS, upon closing and acquisition of the Property by the City, the City Council may
30 desire to enter into short term lease arrangements with existing tenants to occupy a small portion
31 of the commercial building on a short term, month-to-month basis until such time that the City is
32 ready to commence redevelopment activities on the Property including, but not limited to, the
33 demolition of the existing building and construction of the redevelopment project; and
34
35 WHEREAS, for the aforementioned reason, the City Council desires to expressly authorize
36 the lease of the Property pursuant to Section 2.12(6) of the City Charter and under the terms and
37 conditions of this Ordinance; and
38
39 WHEREAS, the City Council of the City of Cape Canaveral, Florida, hereby finds this
40 Ordinance to be in the best interests of the public health, safety and welfare of the citizens of
41 Cape Canaveral.
42
City of Cape Canaveral
Ordinance No. 01-2022
Page 1 of 3
1 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CAPE CANAVERAL HEREBY
2 ORDAINS, AS FOLLOWS:
3 Section 1. Recitals. The foregoing recitals are hereby fully incorporated herein by
4 this reference as legislative findings and the intent and purpose of the City Council of the City of
5 Cape Canaveral.
6
7 Section 2. Lease of the Property. Upon the City acquiring fee title to the
8 Property, the City Council hereby authorizes the short term lease of office space in the existing
9 building located on the Property to any existing tenant in accordance with Section 2.12(6) of the
10 City Charter. The City Council, by majority vote, may authorize a written lease with any specific
11 tenant under such business terms that the City Council deems beneficial to, and appropriate for,
12 the City and using the form lease which is attached hereto as EXHIBIT "A" and fully incorporated
13 herein by this reference. The City Council may incorporate business terms and make technical
14 modifications to the form lease on a case-by case basis as may be deemed advisable and
15 appropriate.
16
17 Section 3. Repeal of Prior Inconsistent Ordinances and Resolutions. All prior
18 inconsistent ordinances and resolutions adopted by the City Council, or parts of prior ordinances
19 and resolutions in conflict herewith, are hereby repealed to the extent of the conflict.
20
21 Section 4. Not Incorporated Into Code. This Ordinance shall not be incorporated
22 into the Cape Canaveral City Code.
23
24 Section 5. Severability. If any section, subsection, sentence, clause, phrase, word or
25 provision of this Ordinance is for any reason held invalid or unconstitutional by any court of
26 competent jurisdiction, whether for substantive, procedural, or any other reason, such portion
27 shall be deemed a separate, distinct and independent provision, and such holding shall not affect
28 the validity of the remaining portions of this Ordinance.
29
30 Section 6. Effective Date. Pursuant to the City Charter, this Ordinance shall become
31 effective upon adoption by the City Council of the City of Cape Canaveral, Florida, and upon the
32 City acquiring fee title to the Property. If the City does not close on the Property in accordance
33 with the Agreement, this Ordinance shall not take effect and shall be deemed null and void.
34
35
36
37 [Adoption Page Follows]
38
39
40
41
City of Cape Canaveral
Ordinance No. 01-2022
Page 2 of 3
1 ADOPTED by the City Council of the City of Cape Canaveral, Florida, this 18th day of
2 January, 2022.
3
4
5 Wes Morrison, Mayor
6
7 ATTEST:
8
9 For Against
10
11 Mia Goforth, CMC Kim Davis
12 City Clerk
13 Mickie Kellum
14
15 Wes Morrison
16
17 Angela Raymond
18
19 Don Willis
20
21 First Reading: January 6, 2022
22 Advertisement:
23 Second Reading: January 18, 2022
24
25 Approved as to legal form and sufficiency
26 for the City of Cape Canaveral only by:
27
28
29 Anthony A. Garganese, City Attorney
30
City of Cape Canaveral
Ordinance No. 01-2022
Page 3 of 3
EXHIBIT A
ORDINANCE NO. 01-2022
SHORT TERM LEASE AGREEMENT
THIS SHORT TERM LEASE AGREEMENT, is made and entered into as of the day of
, 2022, between The City of Cape Canaveral, a Florida municipal corporation
(hereinafter called "Landlord" or "City"), and (hereinafter called "Tenant"), for
the Premises known as 7404 N. Atlantic Avenue, Cape Canaveral, FL 32920 (hereinafter called the
"Premises").
RECITALS
WHEREAS, Landlord recently acquired the Premises described below for redevelopment
purposes pursuant to the Community Redevelopment Act of 1969 ("Act"), and desires to
redevelop the Premises in the future for public purposes; and
WHEREAS, at the time the Landlord acquired the Premises, Tenant was leasing a portion of
the Premises, on a month-to-month basis, for the purpose of conducting business;
and
WHEREAS, as more specifically set forth herein, Landlord desires to allow Tenant to continue
leasing its current tenant space on a short-term, month-to-month basis, until sooner terminated
when either Tenant relocates to another location or Landlord provides Tenant written notice to
vacate the Premises for any reason including so Landlord can proceed with the redevelopment of
the Premises, whichever occurs first, provided under no circumstance shall this short-term Lease
exceed a total of twelve (12) months; and
WHEREAS, this Lease is intended to supersede and replace Tenant's previous lease with the
prior owner of the Premises; and
WHEREAS, the Parties desire to enter this Lease Agreement ("Lease") defining their rights,
duties, and liabilities relating to the Premises.
WITNESSETH
In consideration of the matters described above, and of the mutual benefits and obligations
set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
LEASE AGREEMENT
Page 1 of 25
ARTICLE 1 — CONDITIONS PRECEDENT
Section 1.1 — Conditions Precedent. This Lease shall not become effective until such time the
Parties have fully complied with the following conditions precedent:
A. The Landlord shall have closed and acquired fee title of the Premises.
B. The Landlord's City Council shall have adopted Ordinance No. 01-2022 at a duly held
public meeting.
C. The Landlord's City Council shall have adopted this Lease with Tenant at a duly held public
meeting.
D. The Landlord and Tenant shall have duly approved and executed this Lease.
E. The Tenant shall have paid to the Landlord the first full and last month's rent as required
by Article IV of this Lease.
F. The Tenant shall have paid to the Landlord the security deposit as required by Article IV
of this Lease.
G. The Tenant shall have provided written proof of insurance to the Landlord as required by
Article IV of this Lease. H. The Tenant shall have provided the Landlord with a copy of their
current business tax receipt(s) from the Landlord, and from Brevard County if required.
Section 1.2 — Effective Date.This Lease shall only become effective upon the occurrence and
completion of each of the conditions precedent stated in Section 1.1 above. Until such time, the
Parties shall have no rights whatsoever under this Lease. Further, if the conditions precedent do
not occur, this Lease shall be deemed null and void, and of no effect, even if the Lease has been
fully executed by the Parties.
ARTICLE 2 — LEASED PREMISES
Subject to the Parties fully satisfying the conditions precedent stated above, Landlord does hereby
lease, demise and let unto Tenant, and Tenant does hereby rent, lease, hire and take from
Landlord, to have and to hold during the Term, subject to the terms and conditions of this Lease,
the Premises in "as is" condition. The Premises shall consist of that portion of the United Agencies
Building property located at 7404 N. Atlantic Avenue, Cape Canaveral, FL 32920 ("Premises"). The
Premises are calculated at approximately 800 square feet, such number being used to determine
rent and common area maintenance charges.
ARTICLE 3 — USE OF LEASED PREMISES
Section 3.1 — Use. The Premises shall be used and occupied by Tenant in the operation of its
lawful trade or business as presently carried on by Tenant, more particularly described
as , in a safe, careful and proper manner, so as not to contravene any present
LEASE AGREEMENT
Page 2 of 25
or future governmental laws, rules, regulations, policies, procedures or orders. If improvements
are necessary to comply with any of the foregoing or with the requirements of insurance carriers,
due solely to Tenant's use of the Premises, Tenant shall be required to seek written approval from
Landlord prior to making the improvements and if approved, Tenant shall pay the entire cost
thereof.
Section 3.2—Nuisance. Tenant shall not cause or maintain any nuisance in or about the Premises
and the property thereon,and shall keep the Premises free of debris, rodents,vermin and anything
of a dangerous, noxious, or offensive nature or which could create a fire hazard (through undue
load on electrical circuits or otherwise) or undue vibration, heat or noise.
Section 3.3 — Unlawful or Dangerous Activity; Hazardous Materials. Tenant shall neither use
nor occupy the Premises or any part of the Premises for any unlawful, disreputable, or
ultrahazardous business purpose nor operate or conduct Tenant's business in a manner
constituting a nuisance of any kind. Tenant shall immediately, on discovery of any unlawful,
disreputable, or ultrahazardous use, take action to halt such activity. Throughout the term of this
Lease, Tenant shall prevent the presence, use, generation, release, discharge, storage, disposal, or
transportation of any Hazardous Materials (as that term is defined by local, state and federal law).
Tenant shall indemnify, defend and hold harmless Landlord from and against (a) any loss, cost,
expense, claim or liability arising out of any investigation, monitoring, clean-up, containment,
removal, storage, or restoration work required by or incurred by Landlord or any other person as
a result of or arising from the use or occupancy of Tenant of the Premises and (b) any claims of
third parties for loss, injury, expense, or damage arising out of the presence, use, generation,
release, discharge, storage, disposal, or transportation of any Hazardous Material on, under, in
above, to or from the Premises as a result of or arising from the use or occupancy of Tenant of
the Premise.
Section 3.4 — Common Areas. Tenant shall have nonexclusive use of common areas including
parking areas, ways, exits, entrances, and roadways for the general use, in common, of tenants,
their officers,agents, employees,and customers. However,the common area use cannot interfere
with any of the City of Cape Canaveral's operations. Landlord shall have the right, without liability
to or recourse by Tenant, to alter, modify, add to, delete from, or change the nature or use of any
portion of the Common Area; provided any such action does not materially interfere with the
conduct of Tenant's business on the Leased Premises. The Common Area shall be at the sole
operation and control of the Landlord.
Section 3.5 — Keys. Landlord agrees to furnish Tenant one set of keys for the Premises without
charge. Additional keys will be furnished at a nominal charge. Tenant shall not make or cause to
be made duplicates of keys procured from the Landlord. All keys to the Premises shall be
surrendered to Landlord upon termination of this Lease. Tenant shall not change the locks on the
LEASE AGREEMENT
Page 3 of 25
doors without the Landlord's prior written permission, If Tenant is allowed to change the locks on
the doors to the Premises, Tenant shall provide the Landlord with a copy of a key for the new lock
at such time the new lock is installed.
Section 3.6 — Short Term Lease and Acknowledgement of Relocation Requirement. Tenant
hereby acknowledges and understands that Landlord has acquired the subject Property and
Premises for redevelopment purposes and that the Landlord intends to terminate this Lease,
demolish the building and redevelop the Property for public purposes. Tenant further
acknowledges and understands that Landlord is requiring the Tenant to relocate its business from
the Premises or otherwise vacate the Premises as soon as possible so the Landlord can pursue the
redevelopment of Property for public purposes. Tenant agrees to cooperate with the Landlord's
intentions to redevelop the Property for public purposes by voluntarily relocating their business
or otherwise vacating the Premises as soon as possible or relocating their business or otherwise
vacating the Premises at such time the Landlord provides Tenant with a notice to vacate the
Premises as set forth in this Agreement. Tenant agrees and acknowledges that they have entered
this Lease with the full understanding that the Lease is short term and Tenant will voluntarily and
freely relocate their business or otherwise vacate the Premises so not to interfere or obstruct the
Landlord's redevelopment plans. Tenant releases and holds harmless the Landlord for any costs,
expenses or liability resulting or arising from the Landlord's acquisition of the Property and
requirement that Tenant must vacate the Premises and relocate in accordance with the terms and
conditions of this Agreement.
ARTICLE 4—TERM AND RENT
Section 4.1 — Term and Rent. The parties acknowledge and understand that the Landlord
acquired the Premises for redevelopment purposes under the Act, and that Landlord will
redevelop the Premises in the future. As such, this Lease shall be on a short-term, month-to-
month basis for a term not to exceed twelve (12) months, commencing on ,
2022, and terminating no later than on , 2022, at 5:00 p.m., (hereinafter
the "Term"), or sooner terminated upon the occurrence of any one of the following events:
A. Tenant vacates the Premises.
B. Tenant may terminate this Lease for any reason whatsoever by delivering thirty (30)
days prior written notice to Landlord and vacating the Premises by the end of the
notice period.
C. Landlord may terminate this Lease for any reason whatsoever by delivering thirty (30)
days prior written notice to Tenant, and upon delivery of said notice, Tenant shall be
required to vacate the Premises no later than the end of the thirty (30) day notice
period.
LEASE AGREEMENT
Page 4 of 25
D. Landlord may terminate this Lease for default by Tenant pursuant to Article 14 herein.
Monthly rent, inclusive of common area maintenance charges, shall be paid on or before the first
of each month. Monthly rental amounts due of$ , and applicable sales tax(6.5%)
as of the date of execution of this Lease;thus $ per month, or as otherwise provided
by law) for each month of this Agreement. A prorated rental amount of $ shall be due
for the rental period of through .
The first month's rent (inclusive of the first full month, any prorated rent, and taxes) and last
month's rent shall be due concurrent with the execution of this Lease by Tenant. Any portion of
the last month's rent not used by Landlord to cover Tenant's rent and other obligations under this
Lease shall be returned to the Tenant within thirty days of the termination of the Lease. Thereafter,
the Tenant shall pay monthly rent on or before the first of each month.
Section 4.2 — Payments to Landlord — General. All amounts payable by Tenant to Landlord
under this Lease, whether Rent, Security Deposit or any other payment, shall be payable when
due, without deduction or set-off, in U.S. Dollars made payable to THE CITY OF CAPE CANAVERAL,
and at the address of, 100 POLK AVENUE, CAPE CANAVERAL, FL 32920,or to such other person
or at such other address as Landlord may from time to time designate in writing.
Section 4.3 — Late Fee and Costs. Tenant shall pay Landlord a late charge equal to ten percent
(10%) of any payment amount if payment is not tendered and received by Landlord within five (5)
days of its due date. Checks provided by Tenant with insufficient funds shall not be considered
timely tendered and received. Such payment shall be submitted as described in Sections 4.1 and
4.2. Tenant shall indemnify Landlord against all costs and charges (including legal fees) lawfully
and reasonably incurred in enforcing payment thereof, and in obtaining possession of the
Premises after default of Tenant or upon expiration or earlier termination of the Term of this Lease,
or in enforcing any covenant, proviso or agreement of Tenant herein contained.
Section 4.4 — Common Area and Maintenance (CAM) Charges. Because of the short-term
nature of this Lease, there are no common area and maintenance charges.
Section 4.5—Security Deposit. Tenant shall deposit $ with Landlord concurrently
with the Tenant's execution of this Lease, which amount shall be held by Landlord as security for
the full and timely performance by Tenant of the terms and conditions of this Lease and for the
payment of any unpaid rent or final judgment that may be rendered against Tenant for a breach
of those terms and conditions. No interest shall be paid on the security. The rights of Landlord
against Tenant for a breach of this Lease shall in no way be limited or restricted by the security
deposit. Landlord shall have the absolute right to pursue any available remedy to protect its
interests, as if this security deposit had not been made. If all or any portion of the security deposit
is used during the tenancy and the Lease remains in effect, the Tenant shall reinstate the total
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security deposit within 5 days after written notice is delivered to Tenant. The security deposit shall
be returned to Tenant within thirty (30) days after the termination of this Lease, provided that all
the terms and conditions contained in this Lease have been fully performed by Tenant,or Landlord
shall furnish Tenant an itemized statement indicating the amount of any security deposit received
and the basis for its disposition (including, but not limited to, damages to the Premises and unpaid
rent) and return any remaining portion of the security deposit to Tenant. Should the Premises be
sold, Landlord may transfer or deliver the security deposit to the purchaser of the interest, and
Landlord shall then be discharged from any further liability with respect to the security deposit.
ARTICLE 5 — PROPERTY MANAGEMENT
Tenant acknowledges and agrees that if the Landlord retains a management company
("Management Company") to manage and operate the property described in this Lease. Tenant
hereby agrees not to interfere with the Landlord or Management Company's duties and
responsibilities under the Management Agreement. This Lease shall be subject to any applicable
provision in any future Management Agreement and any provision of this Lease that conflicts with
the Management Agreement shall be null and void and the applicable provision of the
Management Agreement shall be substituted for the conflicting Lease provision as if that
provision was originally made a part of this Lease.
ARTICLE 6— MAINTENANCE, REPAIR, ALTERATIONS AND RENOVATIONS BY LANDLORD
Section 6.1 — Maintenance. Repair and Replacement. Landlord shall only be responsible for
and shall expeditiously maintain and repair the Common Areas, foundations, structures and roofs
of the Premises in their condition as they exist at the execution of this Lease, less reasonable wear
and tear over the Term, provided that:
A. If all or part of the Premises is damaged or impaired, subject to Article 15 below, Landlord
shall have a reasonable time in which to complete the necessary repair or replacement or
terminate this Lease;
B. Landlord shall use reasonable diligence in carrying out its obligations under this Article 6,
but shall not be liable under any circumstances for any consequential damage to any
person or property for any failure to do so; and
C. Nothing contained herein shall be in derogation of the provisions of Article 15 regarding
Destruction of the Premises.
D. Under no circumstances shall Landlord be liable to Tenant for any damage suffered by
Tenant, its employees, agents, customers or invitees as a result of moisture or water inside
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the Premises whether caused by natural disasters and other acts of God, leaks in the
structure or roof, or in the plumbing.
E. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any
damage or inconvenience, and Tenant shall not be entitled to any damages nor any
abatement or reduction of rent by reason of any repairs, alterations or additions made to
the Premises by Landlord under this Lease, or for any work related to the Landlord
preparing the Premises for redevelopment.
Section 6.2 — Alterations by Landlord. Landlord may from time to time make repairs,
replacements, changes or additions to the structure, systems, facilities and equipment in the
Premises where necessary to serve the Premises; provided, however, that in so doing Landlord
shall not disturb or interfere with Tenant's use of the Premises and operation of its business any
more than is reasonably necessary under the circumstances and shall repair any damage to the
Premises caused thereby.
Section 6.3 — Renovation by Landlord. In the event Landlord determines it is necessary to
renovate the Premises of the Tenant, and said renovation may significantly impact Tenant's use of
the Premises, Landlord may do so upon not less than sixty (60) calendar days notice.
Section 6.4 — Access by Landlord. Tenant shall permit Landlord or Landlord's agents to enter
the Premises at all reasonable hours, including outside normal business hours, and, during normal
business hours where such will not unreasonably disturb or interfere with Tenant's use of the
Premises and operation of its business, to examine or inspect-the Premises, to provide services, to
make repairs, replacements, changes or alterations as set out in this Lease and/or that Tenant may
neglect or refuse to make in accordance with the provisions of this Lease, and to take such steps
as Landlord may deem necessary for the safety, improvement or preservation of the Premises or
the building. Landlord shall, whenever possible, consult with or give reasonable notice to Tenant
prior to such entry, but no such entry shall constitute an eviction or entitle Tenant to any
abatement of Rent.
ARTICLE 7— MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANT
Section 7.1 — Condition of Premises. Except to the extent that Landlord is specifically
responsible under Article 6 of this Lease,Tenant shall maintain the Premises and all improvements
therein in a clean, sanitary and good condition, as they exist at the execution of this Lease, less
reasonable wear and tear, at Tenant's sole cost and expense.
Section 7.2 — HVAC Maintenance. Tenant shall be responsible for routine maintenance of the
heating ventilation and air conditioning (HVAC) system and shall maintain at all times a service
agreement at Tenant's expenses. Tenant shall be responsible for all repairs and maintenance of
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the HVAC unit(s). Landlord shall require written receipts of all HVAC maintenance and repairs or
replacement.
Section 7.3— Alterations by Tenant. Tenant may from time to time at Tenant's own expense
make changes, additions and improvements in the Premises to better adapt the same to its
business, provided that any such change, addition or improvement shall:
A. Be performed in a satisfactory manner and shall not weaken or impair the structural
strength, or lessen the value, of the building or Premises, or change the purposes for which
the building, or any part of the building, may be used; and
B. Comply with the requirements of any governmental authority having jurisdiction; and
C. Equal or exceed the then current standard for the building; and
D. Require the prior written consent of Landlord; and
E. Require the Tenant to obtain appropriate builder's risk or other additional insurance
coverages or bonds during the construction, if applicable and upon Landlord's request.
Should Tenant make changes,additions and improvements without complying with the provisions
of this Section, Tenant shall be fully liable to Landlord to restore the Premises to the same or
better condition that existed prior to the unauthorized changes, additions and improvements. If
Tenant fails to make the restorations within the time prescribed by Landlord, Landlord may, at its
discretion, immediately terminate this Lease,without penalty, and restore the Premises at Tenant's
sole expense.
Section 7.4—Trade Fixtures and Personal Property. Tenant may install in the Premises its usual
trade fixtures and personal property in a proper manner, provided that no such installation shall
interfere with or damage the mechanical or electrical systems or the structure of the building. If
Tenant is not then in default hereunder, trade fixtures and personal property installed in the
Premises by Tenant may be removed from the Premises:
A. From time to time in the ordinary course of Tenant's business or in the course of
reconstruction, renovation, or alteration of the Premises by Tenant; and
B. During a reasonable period prior to the expiration of the Term;
provided that Tenant promptly repairs at its own expense any damage to the Premises or building
resulting from such installation and removal.
Section 7.5 — Laws, Building, Fire and Life Safety Codes. Tenant shall comply with all
applicable laws including, but not limited to the Cape Canaveral City Code, Florida Building Code
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and Florida Fire Prevention and Life Safety Codes. Tenant shall install, keep and maintain at
Tenant's cost and expense any and all supplies, equipment or the like required by government
authorities charged with the enforcement of such laws.
ARTICLE 8—TAXES
Section 8.1 —Tenant's Taxes. Tenant shall pay on or before the last day on which payment may
be made without penalty or interest, all applicable taxes, assessments, or other governmental
charges that shall or may during the Lease Term be imposed on, or arise in connection with the
use of, the Premises or any part of the Premises including, but not limited to:
A. Florida state sales tax, if applicable, and all other applicable taxes, including governmental
leasehold intangible personal property taxes, other than income taxes and taxes of a
similar nature, due on rentals, including city, state, county and federal taxes that may be
in effect from time to time; and
B. Taxes associated with the operations at, occupancy of, or conduct of business in or from
the Premises by or with the permission of Tenant; and
C. Taxes on fixtures or personal property in the Premises which do not belong to the
Landlord; and
D. It is the intention of the parties that the rent specified in this Lease is net rental, and
Landlord shall receive such rent free from all taxes that are made payable by Tenant; and
E. Any applicable taxes as per Section 4.1 of this Lease.
Section 8.2 — Notice of Payment of Taxes. Tenant shall, within seven (7) calendar days after the
time provided for the payment of any applicable tax or other governmental charge by Tenant,
produce and exhibit to Landlord satisfactory evidence of the payment.
ARTICLE 9 — UTILITIES
Landlord shall provide or cause to be provided the mains, conduits and other facilities necessary
to supply water, gas, electricity, telephone service and sewage service to the Leased Premises.
Tenant shall be responsible, at its expense, for connecting or hooking up to such utilities, directly
with the appropriate utility company furnishing same. Landlord shall provide routine maintenance,
painting and electric lighting service for the Common Area in the manner and to the extent
deemed by Landlord to be standard,and dumpsters and dumpster service sufficient to adequately
serve the United Agencies Building. Tenant shall promptly pay all charges, impact fees, deposits,
meter fees and connection fees for electricity, gas, and telephone service and other utilities
furnished to the Leased Premises. If any of the equipment or machinery necessary or useful for
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provision of any utility services, and for which Landlord is responsible, breaks down, or for any
cause ceases to function properly, Landlord shall use best efforts to repair the same promptly, but
Tenant shall have no claim for rebate of rent or damages on account of any interruption in service
occasioned from the repairs. Landlord shall not be liable to Tenant for losses to Tenant's property
or personal injury caused by criminal acts or entry by unauthorized persons into the Leased
Premises or the Property, not the result of Landlord's negligence or willful act.
Tenant shall keep all refuse,waste and garbage in appropriate closed containers within the interior
of the Leased Premises and, on not less than a daily basis, Tenant shall transfer such material to a
designated dumpster located in the Common Area, which dumpster shall be provided by
Landlord. Tenant shall ensure that the lids to the dumpster shall remain closed when not being
used. Under no circumstances shall Tenant otherwise place, store or discard such materials or any
container or equipment related thereto in the Common Areas of the United Agencies Building.
Tenant shall not place any material in the dumpster provided by Landlord if such disposal
constitutes a violation of any law, ordinance, regulation rule or policy of any governmental body
having jurisdiction.
ARTICLE 10— INSURANCE
Section 10.1 — Insurance Requirements of the Tenant relating to the Premises. During the
Term, Tenant shall maintain at its own expense:
A. Flood insurance, fire insurance with extended coverage and water damage insurance in
amounts sufficient to fully cover Tenant alterations and all property in the Premises which
is not owned by Landlord; and
B. Commercial General Liability or Business owners' Liability insurance against claims for
death, personal injury and property damage in or about the Premises, in amounts which
are from time to time acceptable to a prudent Tenant in the community in which the
Premises is located, but not less than One Million Dollars ($1,000,000.00) combined single
limit, in respect of each occurrence. Coverage shall include:
i. Premises and Operation.
ii. Independent Contractors.
iii. Broad Form Property Damage.
iv. Broad Form Contractual Coverage applicable to this specific Lease,
including any hold harmless and/or indemnification agreement.
v. Personal Injury Coverage with Employee and Contractual Exclusions
removed, with minimum limits of coverage equal to those required for
Bodily Injury Liability and Property Damage Liability.
vi. Fire damage legal liability.
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C. Business property coverage for loss of alterations to the Premises and Tenant equipment
and facilities for no less than One Hundred Percent (100%) of the full replacement cost of
the covered property; and
D. Workers' Compensation Insurance adequate in at least such amounts as are required by
law; and
E. As applicable, if Tenant owns vehicles for transport to and from the facility, automobile
liability coverage with coverage limit of not less than $500,000 combined single limit bodily
injury and minimum $500,000 property damage as the combined single limit for each
occurrence to protect the Tenant from claims for damages for bodily injury, including
wrongful death, as well as from claims from property damage, which may arise from the
ownership, use, or maintenance of owned and non-owned automobiles, including rented
automobiles whether such operations be by the Tenant or by anyone directly or indirectly
employed by the Tenant; and
All insurance required to be maintained by Tenant must, unless otherwise granted prior approval
by the Landlord in writing, be issued by carriers having a Best's Rating of A or better, and a Best's
Financial Size Category of VIII, or better, and/or Standard & Poor Insurance Solvency Review A-,
or better, and authorized to engage in the business of insurance in the State of Florida. All policies
for insurance required pursuant to Article 10 shall name Landlord and Tenant as the insureds as
their respective interests may appear, excluding worker's compensation policies, shall contain
standard mortgagee clauses in favor of the holders of any mortgages on the Landlord's property,
shall be in a form and with an insurer reasonably acceptable to Landlord, shall require at least
thirty (30) days written notice to Landlord of termination or material alteration during the Term,
and shall waive, to the extent available, any right of subrogation against Landlord. Tenant shall
promptly deliver to Landlord certified copies or other evidence of such policies prior to
commencement of this Lease and thereafter at least 30 days prior to the expiration of current
policies or on replacement of each certified coverage and within 10 days of Landlord's request for
an updated certificate. The insurance requirements set forth herein shall not relieve or limit the
liability of the Tenant. The Landlord does not in any way represent that these types or amounts
of insurance are sufficient or adequate to protect the Tenant's interest or liabilities, but are merely
minimums.
Section 10.2 — Personal Property. All personal property housed or placed at the Premises shall
be at the risk of Tenant, and the Landlord shall have no liability for any damage or loss to any
personal property located thereon for any cause whatsoever. The Tenant agrees and understands
that the Landlord does not and shall not carry liability, fire, or theft insurance on the operation of
the Premises to cover the Tenant's interest therein.
Section 10.3 — Contractors. Tenant shall require all contractors performing work within the
Premises to procure and maintain workers' compensation, commercial general liability, and
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business auto liability. Both Tenant and Landlord shall be listed as additional insureds on all
general liability policies of all such contractors.
ARTICLE 11 — INDEMNITY
Tenant agrees to indemnify, reimburse, defend and hold harmless the Landlord and, at Landlord's
option, defend or pay for an attorney selected by the Landlord to defend the Landlord and
Landlord's elected and appointed officials, officers, agents, attorneys and employees for,from and
against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits,
proceedings, actions, and costs of actions, including attorney's fees of any kind and nature
including, but not limited to, claims for bodily injury, sickness, disease, death or personal injury or
damage to property or loss of use resulting therefrom of third parties, arising or growing out of,
or in any way connected with (1) the use, occupation, management, maintenance, repair,
construction, or control of the Premises by Tenant or its agents, servants, employees, customers,
patrons, or invitees pursuant to this Lease or any other previous lease of the Premises between
Tenant and any prior owner of the Premises; (2) any act or omission of the Tenant or its agents,
servants, employees, customers, patrons, or invitees arising out of this Lease, including, but not
limited to, those claims arising in conjunction with use of the facility, improper, or defective
maintenance, or installation; (3) a failure by Tenant to perform any of the terms of conditions of
this Lease; (4) failure by Tenant or its agents, servants, employees, customers, patrons, or invitees
to comply with any law of any governmental authority; (5) burglary, theft, vandalism, malicious
mischief or other illegal acts performed in, at or from the Premises by Tenant or Tenant's
employees or agents; or (6) any mechanic's lien or security interest filed against the Premises or
equipment, materials, or alterations of buildings of improvements on the Premises, unless such
claims are a result of the Landlord's sole negligence or willful misconduct.
The Tenant specifically assumes potential liability for actions brought by the Tenant's own
employees against the Landlord and, solely for the purpose of this indemnification and defense,
the Tenant specifically waives its entitlement, if any, to immunity under Section 440.11, Florida
Statutes. This waiver has been specifically and mutually negotiated by the parties.
Tenant recognizes the broad nature of this indemnification and hold harmless clause, as well as
the provision of a legal defense to Landlord when necessary, and voluntarily makes this covenant
and expressly acknowledges the receipt of such good and valuable consideration provided by
Landlord in support of these indemnification, legal defense and hold harmless contractual
obligations in accordance with the laws of the State of Florida. This Article shall survive the
termination or expiration of this Lease. Compliance with any insurance requirements required
elsewhere within this Lease shall not relieve Tenant of its liability and obligation to defend, hold
harmless and indemnify Landlord as set forth in this Article of the Lease. Nothing herein shall be
construed to extend Landlord's liability beyond that provided in Section 768.28, Florida Statutes.
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ARTICLE 12 —TRANSFERS BY LANDLORD
Nothing in this Lease shall restrict the right of the Landlord to sell, convey, assign,
mortgage or otherwise deal with the Landlord's property or the right of Landlord to assign its
interest in this Lease subject only to the rights of Tenant under this Lease.
ARTICLE 13 — DEFAULT OR BREACH
Each of the following events shall constitute a default or breach of this Lease by Tenant:
A. If Tenant, or any successor or assignee of Tenant while in possession, shall file a petition
in bankruptcy or insolvency or for reorganization under any bankruptcy act, or shall
voluntarily take advantage of any such act by answer or otherwise, or shall make an
assignment for the benefit of creditors.
B. If Tenant shall fail to pay Landlord any rent or additional rent when the rent shall become
due and shall not make the payment within five (5) calendar days of its due date.
C. If Tenant shall fail to perform or comply with any of the conditions of this Lease.
D. If Tenant shall vacate or abandon the Premises.
E. If this Lease or the estate of Tenant under this Lease shall be transferred to or shall pass
to or devolve on any other person or party, except in the manner permitted in this Lease.
Notwithstanding anything else to the contrary herein, Tenant and Landord expressly waive
the statutory notice requirements of Section 83.20, Florida Statutes, and agree that all
notices of default shall be required to be given solely as provided for in this Lease.
ARTICLE 14— EFFECT OF TENANT DEFAULT OR BREACH
In the event of any default under this Lease, including but not limited to the events as set forth
in Article 13, the rights of Landlord shall be as follows:
A. Landlord shall have the right to cancel and terminate this Lease, as well as all of the right,
title, and interest of Tenant under this Lease, and Tenant shall surrender possession and
vacate the Premises immediately, and Landlord may then or at any time thereafter re-enter
and take complete control and peaceful possession of the Premises, with or without
process of law, full or complete license to do so being granted by Tenant to Landlord, and
Landlord may remove all occupants and property therefrom, using such force as may be
necessary, without being deemed in any manner guilty of trespass, eviction or forcible
entry and detainer and without relinquishing Landlord's right to rent or any other right
given to Landlord hereinunder or operation of law.
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B. Landlord may elect, but shall not be obligated, to make any payment required of Tenant
in this Lease or comply with any agreement, term, or condition required by this Lease to
be performed by Tenant. The cost of such payment or action to comply shall be
reimbursed to Landlord by the Tenant. Landlord shall have the right to enter the Premises
for the purpose of correcting or remedying any such default and to remain until the default
has been corrected or remedied, but any expenditure for the correction by Landlord shall
not be deemed to waive or release the default of Tenant or the right of Landlord to take
any action as may be otherwise permissible under this Lease in the case of any default,
including holding Tenant responsible for any Landlord expenditure.
C. Landlord may terminate the right of the Tenant to possession of the Premises without
terminating the Lease by giving Tenant notice thereof, then Landlord may reenter the
Premises immediately and remove the property and personnel of Tenant, and store the
property in a public warehouse or at a place selected by Landlord, at the expense of
Tenant, except to the extent that a court order pursuant to an action or proceeding at law
is required pursuant to section 83.05, Florida Statutes. The Landlord shall not be entitled
to "lock Tenant out" or utilize any other self-help measures to dispossess Tenant absent a
court order, except as permitted by section 83.05, Florida Statutes. On termination,
Landlord may recover from Tenant all damages proximately resulting from the breach,
including the cost of recovering the Premises and the value of the balance of this Lease
over the reasonable rental value of the Premises for the remainder of the Lease term,which
sum shall be immediately due Landlord from Tenant.
D. After reentry, Landlord may, at its sole discretion, relet the Premises or any part of the
Premises for any term without terminating this Lease, at the rent and on the terms as
Landlord may choose. Landlord may make alterations and repairs to the Premises. The
duties and liabilities of the parties if the Premises are relet as provided in this section shall
be as follows:
i. In addition to Tenant's liability to Landlord for breach of the Lease, Tenant
shall be liable for all expenses of the reletting,for the alterations and repairs
made, and for the difference between the rent received by Landlord under
the new Lease and the rent installments that are due for the same period
under this Lease.
ii. Landlord shall have the right, but shall not be required, to apply the rent
received from reletting the Premises to: (1) reduce the indebtedness of
Tenant to Landlord under this Lease, not including indebtedness for rent;
(2) expenses of the reletting and alterations and repairs made; (3) rent due
under this Lease; or (4) to payment of future rent under this Lease as it
becomes due.
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iii. If the new tenant does not pay a rent installment promptly to Landlord, and
the rent installment has been credited in advance of payment to the
indebtedness of Tenant other than rent, or if rentals from the new tenant
have been otherwise applied by Landlord as provided for in this section and
during any rent installment period are less than the rent payable for the
corresponding installment period under this Lease, Tenant shall pay
Landlord the deficiency, separately for each rent installment deficiency
period, and before the end of that period. Landlord may at any time after a
reletting terminate this Lease for the breach on which Landlord had based
the reentry and subsequently relet the Premises.
iv. After reentry, Landlord may procure the appointment of a receiver to take
possession and collect rents and profits of the business of Tenant. The
receiver may carry on the business of Tenant and take possession of the
personal property used in the business of Tenant, including inventory,trade
fixtures, and furnishings, and use them in the business without
compensating Tenant. Proceedings for the appointment of a receiver by
Landlord, or the appointment of a receiver and the conduct of the business
of Tenant by the receiver, shall not terminate and forfeit this Lease unless
Landlord has given written notice of termination to Tenant as provided in
this Lease.
E. Landlord may enforce the provisions of this Lease and may enforce and protect the
rights of Landlord hereunder by a suit or suits in equity or law for specific performance of
any covenant or agreement contained herein, or for the enforcement of any other legal or
equitable remedy, including recovery of all monies due or to become due from Tenant
and reimbursement of reasonable attorney's fees under any provision of this Lease.
The rights, privileges, elections and remedies of Landlord under this Lease shall be cumulative,
and Landlord shall have the right to exercise such remedies at any time and from time to time
singularly or in combination. No termination of this Lease shall be deemed to limit or negate
Landlord's rights hereunder to indemnification from Tenant (or Tenant's insurance carriers) for
any claim or liability asserted against or imposed upon Landlord, whether before or after the
termination of this Lease,which is directly or indirectly based upon death, personal injury, property
damage or other matters occurring prior to the termination hereof.
ARTICLE 15 — DESTRUCTION OF PREMISES
In the event of a partial or total destruction of the Premises by no fault of the Tenant
during the term of this Lease as a result of fire, earthquake, accident or other casualty, Landlord
may at its sole option terminate this Lease or promptly repair such damage to substantially the
condition in which the same existed prior to the casualty, provided the repairs can be made within
a reasonable number of days under the laws and regulations of applicable governmental
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authorities and the cost of repairs are budgeted and appropriated by the City of Cape Canaveral
City Council. Upon such partial or total destruction and election of the City Council to repair such
destruction, the Lease shall neither annul nor be void, except that Tenant shall be entitled to a
proportionate reduction of rent while the repairs are being made, any proportionate reduction
being based on the extent to which the making of repairs shall interfere with the business carried
on by Tenant on the Premises. In the event that Landlord does not elect to make repairs or is
unable to restore the Premises within a reasonable number of days, this Lease shall be terminated
at the option of the Landlord and rent abated as of the date of the total or partial destruction. If
total or partial destruction occurs as a result of an act of Tenant or Tenant's employees, agents,
customers or invitees, Landlord shall have the right of termination, and no reduction in rent shall
be made.
ARTICLE 16—CONDEMNATION
Rights and duties in the event of condemnation subsequent to the effective date of this
Lease are as follows:
A. If the whole of the Premises shall be taken or condemned by any competent authority
for any public or quasi-public use or purpose or in the event of a partial taking in which
the balance of the Premises remaining cannot suitably be used by Tenant for its
purposes herein stated, this Lease shall cease and terminate as of the date on which
title shall vest in that authority, and the rent reserved under this Lease shall be
apportioned and paid up to that date.
B. If only a portion of the Premises shall be taken or condemned and the balance of the
Premises can be suitably used by Tenant for its purposes herein stated, this Lease shall
not cease or terminate, but the rent payable after the date on which Tenant shall be
required to surrender possession of such portion shall be reduced in proportion to the
decreased use suffered by Tenant as the parties may agree.
C. In the event of any taking or condemnation in whole or in part, the entire resulting
award of compensation or proceeds shall belong to Landlord without any deduction
from such award for the value of the unexpired term of this Lease or for any other
estate or interest in the Premises now or later vested in Tenant. Tenant assigns to
Landlord all Tenant's right, title, and interest in any and all such awards and waives any
claim therefor.
ARTICLE 17—SUBORDINATION
This Lease and all rights of Tenant under this Lease shall be subject and subordinate to the
lien of any and all mortgages or grants that may now or in the future affect the Premises, or any
part of the Premises, and to any and all renewals, modifications, or extensions of any such
mortgages or grants. Tenant shall on demand execute, acknowledge, and deliver to Landlord,
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without expense to Landlord, any and all instruments that may be necessary or proper to
subordinate this Lease and all rights in this Lease to the lien of any such mortgage(s) and grant(s).
If Tenant shall fail at any time to execute, acknowledge, and deliver any such subordination
instrument, Landlord, in addition to any other remedies available in consequence of such failure,
may execute, acknowledge, and deliver the subordination instrument as Tenant's attorney-in-fact
and in Tenant's name.Tenant irrevocably makes,constitutes,and appoints Landlord, its successors
and assigns, Tenant's attorney-in-fact for that purpose.
ARTICLE 18—ACCESS TO PREMISES; SIGNS POSTED BY LANDLORD
Tenant shall permit Landlord or its agents to enter the Premises at all reasonable hours to
inspect the Premises, make repairs that Tenant may neglect or refuse to make in accordance with
the provisions of this Lease, and also to show the Premises to prospective buyers or government
officials in the course of the City of Cape Canaveral's municipal functions.
ARTICLE 19 — EASEMENTS, AGREEMENTS, OR ENCUMBRANCES
The parties shall be bound by all existing easements, agreements, and encumbrances,
which may or may not be of record relating to the Premises, and Landlord shall not be liable to
Tenant for any damages resulting from any action taken by a holder of an interest pursuant to the
rights of that holder.
ARTICLE 20— QUIET ENJOYMENT
Subject to the terms and conditions of this Lease, Landlord warrants that Tenant shall be
granted peaceable and quiet enjoyment of the Premises, on a month-to-month basis, free from
any eviction or interference by Landlord if Tenant pays the rent and other charges provided in this
Lease, and otherwise fully and punctually performs the terms and conditions imposed on Tenant.
ARTICLE 21 — LIABILITY OF LANDLORD
Tenant shall be in exclusive control and possession of the Premises, and Landlord shall not
be liable for any injury or damages to any property or to any person on or about the Premises or
for any injury or damage to any property of Tenant. The provisions of this Lease permitting
Landlord to enter and inspect the Premises are made to ensure that Tenant is in compliance with
the terms and conditions of this Lease and to ensure that Tenant makes repairs that Tenant has
failed to make. Landlord shall not be liable to Tenant for any entry on the Premises for inspection
purposes.
ARTICLE 22 — RENT ABATEMENT
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No abatement, diminution, or reduction of rent shall be claimed or allowed to Tenant or
any person claiming under Tenant under any circumstances, whether for inconvenience,
discomfort, interruption of business, or otherwise, arising from the making of alterations,
improvements, or repairs to the Premises, because of any governmental laws, or arising from and
during the restoration of the Premises after their destruction or damage by fire or other cause, or
the taking or condemnation of a portion only of the Premises, except as provided in Articles 6 and
15.
ARTICLE 23 — REPRESENTATIONS BY LANDLORD
At the commencement of the term, Tenant shall accept the Premises and improvements
and any equipment in their existing "as is" condition and state of repair, and Tenant agrees that
no representations, statements, or warranties, express or implied, have been made by or on behalf
of Landlord in respect to the buildings, improvements and equipment, except as contained in the
provisions of this Lease.
ARTICLE 24— NOTICES
Communication and details concerning this Lease shall be directed in writing to the
following contact representatives (whether or not Tenant has departed from, vacated, or
abandoned the same):
City of Cape Canaveral
Attention: City Manager
100 Polk Avenue
Cape Canaveral, FL 32920
Tenant:
N. Atlantic Avenue
Cape Canaveral, FL 32320
Any Notice given as provided herein shall be deemed received as follows: if delivered by personal
service, on the date so delivered; if delivered to an overnight courier service, on the business day
immediately following delivery to such service; and if mailed by First Class and Certified or
Registered mail, on the third business day after mailing. Either party shall have the right to
designate by notice, in the manner above set forth, a different address to which notices are to be
mailed.
ARTICLE 25 —ASSIGNMENT, SUBLEASE OR SALE
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Section 25.1 — Assignment or Sublease by Tenant. Neither Tenant nor Tenant's successors or
assigns shall assign, mortgage, pledge, or encumber this Lease or sublet the Premises in whole or
in part, or permit the Premises to be used or occupied by others, nor shall this Lease be assigned
or transferred by operation of law, without the prior, express, and written consent in writing of
Landlord in each instance. If this Lease is assigned or transferred, or if all or any part of the
Premises is sublet or occupied by anybody other than Tenant, Landlord may, after default by
Tenant, collect rent from the assignee, transferee, subtenant, or occupant, and apply the net
amount collected to the rent reserved in this Lease. However, any such assignment, subletting,
occupancy, or collection shall not be deemed a waiver of any agreement or condition of this Lease,
or the acceptance of the assignee, transferee, subtenant, or occupant as Tenant. Tenant shall
continue to be liable under this Lease in accordance with its terms and conditions and shall not
be released from the performance of the terms and conditions of this Lease.
Section 25.2 — Assignment by Landlord. Landlord shall have the right to transfer, assign and
convey, in whole or in part, any and all of its rights under this Lease provided that the assignee
and any assignee of the fee simple title of the Premises assume the obligations and duties of
Landlord arising under this Lease.
Section 25.3 —Sale, Conveyance and Assignment. Nothing in this Lease shall restrict the right
of the Landlord to sell, convey, assign, mortgage, demolish the building and redevelop the
Property, or otherwise deal with the Premises or the right of Landlord to assign its interest in this
Lease subject only to the rights of Tenant to lease the Premises only on a short-term, month-to-
month basis under the terms and conditions of this Lease.
ARTICLE 26—SURRENDER OF POSSESSION; HOLDING OVER
Tenant shall, on the last day of the term, or on earlier termination and forfeiture of this
Lease, peaceably and quietly surrender and deliver the Premises to Landlord free of subtenancies,
including all buildings, additions, and improvements constructed or placed on the Premises by
Tenant, except moveable trade fixtures, all in good condition and repair. If Landlord so elects, any
trade fixtures or personal property belonging to Tenant, if not removed at the termination or
forfeiture of this Lease,shall be deemed abandoned and become the property of Landlord without
any payment or offset for such fixtures or property. At Landlord's election, Landlord may remove
such fixtures or property from the Premises and store them at the risk and expense of Tenant.
Tenant shall repair and restore all damage to the Premises caused by the removal of equipment,
trade fixtures, and personal property. If, without Landlord's express written consent, Tenant or
any other person claiming for, through, by or under Tenant, shall hold the Premises or any part
thereof for any period of time after the same should have been surrendered under the provisions
of this Lease, then Tenant and such other person shall be subject to eviction or removal, forcible
or otherwise, as allowed by law, it being understood that Landlord shall at all times have available
all remedies, rights and proceedings available to Landlord with respect to the collection of rents
or the repossession of the Premises under the laws of the State of Florida. If such holdover is
without the express consent of Landlord, Tenant shall pay Landlord on demand (in addition to
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any other sums payable under this Lease) monthly rent (and sales tax) for the period of such
holdover in an amount equal to twice the monthly rent which would have been payable by Tenant
had the holdover period been a part of the original term of this Lease,without waiver of Landlord's
right to recover damages as permitted by law.
ARTICLE 27— MISCELLANEOUS
Section 27.1 — Relationship of Parties. Nothing contained in this Lease shall create any
relationship between the parties hereto other than that of Landlord and Tenant, and it is
acknowledged and agreed that Landlord does not in anyway or for any purpose become a partner
of Tenant in the conduct of its business, or a joint venturer or a member of a joint or common
enterprise with Tenant.
Section 27.2 — Attorney's Fees. Should any litigation arise concerning this Lease between the
Parties, the Parties agree to bear their own costs and attorney's fees, whether at settlement, trial
or on appeal, except as expressly provided otherwise herein. Further, Tenant shall promptly pay
to Landlord all costs and expenses of collection, including a reasonable attorneys'fee,with respect
to any part of the rent and other charges and sums of money herein reserved or required by
Tenant to be paid and met, which may be sustained or incurred by Landlord, after the date the
same or any part thereof, becomes due.
Section 27.3 — Right to Refuse Admission and to Eject. Landlord reserves the right to refuse
admission to the Premises, outside of ordinary business hours, to any person not known by
Landlord or properly identified; to eject any person from the Premises whose conduct may tend
to be harmful to the safety and interests of the Premises, the Tenants and the property thereon;
to close any part of the Premises during any riot or other commotion where person or property
may be impaired or prior to, during, or after a Hurricane or other natural disaster.
Section 27.4—Tenant Not to Allow Lien or Encumbrances. Tenant shall not permit to be
created nor to remain undischarged any lien, encumbrance, or charge arising out of any work of
any contractor, mechanic, laborer, or materialman which might be or become a lien or
encumbrance or charge upon the Premises of which the Premises is a part. If any lien or notice
of lien on the account of any debt of the Tenant shall be filed against the Premises or the property
of which the Premises is a part, and Tenant fails to discharge the lien or notice of lien within twenty
(20) days of filing, Landlord, in addition to any other legal rights or remedies, may, but shall not
be obligated to, discharge the same by either paying the amounts claimed to be due, or shall be
entitled to defend any prosecution of an action for foreclosure of such lien. Any amount paid by
Landlord and all costs and expenses (including reasonable attorneys' fees and interest) incurred
by Landlord in connection therewith shall be paid by Tenant.
Section 27.5 — Waiver. No delay or omission of the exercise of any right of Landlord or any
waiver of any breach or violation of Tenant by Landlord under this Lease shall be construed as a
continuing waiver or consent to any subsequent breach or violation.
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Section 27.6— Entire Agreement. This Lease shall constitute the entire agreement between the
parties. Any prior understanding or representation of any kind preceding the date of this Lease
shall not be binding upon either party except to the extent incorporated in this Lease.
Section 27.7 — Modification of Lease. Any modification of this Lease or additional obligation
assumed by either party in connection with this Lease shall be binding only if evidenced in a
writing signed by each party or an authorized representative of each party.
Section 27.8 — Binding Effect. This Lease shall bind and inure to the benefit of the respective
heirs, personal representatives, successors, and assigns of the parties.
Section 27.9 - Applicable Law. This Lease shall be governed by and construed in accordance
with the laws of the State of Florida.
Section 27.10 - Time of the Essence. It is specifically declared that time is of the essence in all
provisions of this Lease.
Section 27.11 —Severability. Any provision or part of this Lease held to be void or unenforceable
under any law or regulation shall be deemed stricken and all remaining provisions shall continue
to be valid and binding upon the Landlord and Tenant,who agree that the Lease shall be reformed
to replace such stricken provision or part thereof with a valid and enforceable provision that
comes as close as possible to expressing the intention of the stricken provision.
Section 27.12 —Article and Section Headings. The titles to the articles, section or paragraphs
of this Lease are solely for the convenience of the parties and shall not be used to explain, modify,
simplify, or aid in the interpretation of the provisions of this Lease.
Section 27.13 —Choice of Law;Venue. This Lease has been made and entered into in the State
of Florida, County of Brevard, and the laws of such state shall govern the validity and interpretation
of this Agreement and the performance due hereunder. Venue for any State Court Action under
the terms of this Lease shall be in Brevard County, Florida. Venue for any Federal Court Action
shall be in Orlando, Florida.
Section 27.14 — Sovereign Immunity. The Landlord intends to avail itself of the benefits of
Section 768.28, Florida Statutes, and any other statutes and common law governing sovereign
immunity to the fullest extent possible. Notwithstanding any other provision set forth in this
Lease, nothing contained in this Lease shall be construed as a waiver of the Landlord's right to
sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the
Landlord's potential liability under state or federal law. As such, the Landlord shall not be liable
under this Lease for punitive damages or interest for the period before judgment. Further, the
Landlord shall not be liable for any claim or judgment, or portion thereof, to any one person for
more than two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion
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thereof, which, when totaled with all other claims or judgments paid by the State or its agencies
and subdivisions arising out of the same incident or occurrence,exceeds the sum of three hundred
thousand dollars ($300,000.00). This paragraph shall survive termination of this Agreement.
Section 27.15 — Signage for Tenant; Exterior Improvements. Tenant shall be permitted to
maintain its existing sign above its storefront and on the pylon sign at Tenant's sole expense
provided such signage is maintained in good repair. Signage must comply with applicable
provisions of the Cape Canaveral City Code. No other signage shall be permitted on the Premises
without the Landlord's prior written consent. Tenant shall not install any exterior improvements
on the Premises without Landlord's prior written consent.
Section 27.16 — 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 health department. The Landlord has not undertaken any independent study
of the radon levels in the Premises. The above notice should not be construed or interpreted as
a notice that the Premises are exposed to quantities of radon which pose a health risk. The notice
is included in this Lease simply because radon disclosures are now required in all leases pursuant
to Florida law.
Section 27.17 - Public Records. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Tenant related, directly or indirectly, to this Lease, may be deemed to be a Public Record whether
in the possession or control of the Landlord or the Tenant. Said record, document, computerized
information and program, audio or video tape, photograph, or other writing of the Tenant is
subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the
specific written approval of the Landlord's City Manager. Upon request by the Landlord, the
Tenant shall promptly supply copies of said public records to the Landlord. All books, cards,
registers, receipts, documents, and other papers in connection with this Lease shall at any and all
reasonable times during the normal working hours of the Tenant be open and freely exhibited to
the Landlord for the purpose of examination and/or audit. Failure by Tenant to grant such access
and comply with public records laws and/or requests shall be grounds for immediate unilateral
cancellation of this Lease by the Landlord upon delivery of a written notice of cancellation. If
Tenant fails to comply with this Section, and the Landlord must enforce this Section, or the
Landlord suffers a third party award of attorney's fees and/or damages for violating Chapter 119,
Florida Statutes, due to Tenant's failure to comply with this Section,the Landlord shall collect from
Tenant prevailing party attorney's fees and costs, and any damages incurred by the Landlord, for
enforcing this Section against Tenant. And, if applicable, the Landlord shall also be entitled to
reimbursement of all attorneys' fees and damages which the Landlord had to pay a third party
because of the Tenant's failure to comply with this Section. The terms and conditions set forth in
this Section shall survive the termination of this Agreement.
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Section 27.18 — Civil Rights. The Tenant agrees to comply with any and all federal, state and
local civil rights laws, including, but not limited to Title VI of the Civil Rights Act of 1964 as
amended; Title VII of Civil Rights Act of 1968 as amended; Section 109 of Title I of the Housing
and Community Development Act of 1974; Section 504 of the Rehabilitation Act of 1973; the
Americans with Disabilities Act of 1990; the Age and Discrimination Act of 1975; Executive Order
11063; and with Executive Order 11246 as amended by Executive Orders 11375 and 12086.
Section 27.19—Corporate Representations. Each party makes the following representations to
the other:
A. Each party is duly organized and in good standing under the laws of the State of Florida,
and is duly qualified and authorized to carry on the functions, responsibilities, and obligations in
this Agreement.
B. The undersigned signatory for each party has the power, authority, and the legal right to
enter into and perform the obligations set forth in this Lease and all applicable exhibits thereto,
and the execution, delivery, and performance hereof by Tenant and Landlord (respectively) has
been duly authorized by all necessary parties. In support of said representation by Tenant,Tenant
agrees to provide, if requested by the Landlord, a copy to the Landlord of a corporate certificate
of good standing provided by the State of Florida prior to, or any time after, the execution of this
Agreement.
Section 27.20 — Excusable Delay. For purposes of this Lease, the term "Excusable Delay" shall
mean and be limited to any delays (other than the payment of monetary obligations and
compliance with the termination provisions set forth in this Lease) due to civil commotion, war or
warlike operations, acts of terrorism, acts of a public enemy, invasion, rebellion, hostilities, military
or usurped power, sabotage, government regulations or controls, inability to obtain any material,
utility, or service because of direct governmental restrictions, hurricanes, floods, or other natural
disasters, or acts of God. Any party seeking to excuse or delay performance due to an Excusable
Delay under this Section will provide detailed written notice to the other party of the nature and
anticipated duration of the delay within ten (10) days of the event. A party claiming the benefit
of an Excusable Delay shall use reasonable efforts to avoid or overcome the causes affecting
performance and diligently fulfill all outstanding obligations within thirty (30) days unless
otherwise required under this Lease. The thirty (30) day time-period may be extended upon
mutual written agreement by the parties, if it is determined by the party not claiming the benefit
of an Excusable Delay, that the nature and anticipated duration of the delay warrant such
extension.
Section 27.22 — Landlord Rules and Regulations. Tenant shall comply with any written rules
and regulations promulgated to all Tenants by Landlord related to the use, safety, security, and
maintenance of the Premises
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Section 27.23 — No Recordation. This Agreement shall be not be recorded in the public records
of Brevard County, Florida.
In witness, each party to this Lease has caused it to be executed on the date indicated below.
WITNESSES: LANDLORD:
CITY OF CAPE CANAVERAL, FLORIDA
Todd Morley, City Manager
Date:
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me by means of ( ) physical
presence or ( ) online notarization, this day of , 2022, by Todd Morley, the City
Manager of the City of Cape Canaveral, Florida, a Florida municipal corporation. He is personally
known to me or produced as identification.
(NOTARY SEAL)
(Notary Public Signature)
(Print Name)
Notary Public, State of
Commission No.:
My Commission Expires:
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WITNESSES: TENANT:
By:
Date:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me by means of ( ) physical
presence or (_) online notarization, this day of , 2022, by .
She is personally known to me or produced _ as identification.
(NOTARY SEAL)
(Notary Public Signature)
(Print Name)
Notary Public, State of
Commission No.:
My Commission Expires:
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