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2017-48 LEASE THIS LEASE made and entered into this 14th day of February 2017, by and between the CITY OF CLERMONT, a Florida municipal corporation whose address is 685 W. Montrose Street, Clermont, FL 34711, hereinafter "Landlord" and SOUTH LAKE CHAMBER OF COMMERCE, INC. a Florida Non-Profit Corporation, whose address is 620 W. Montrose St., Clermont, FL , 34711, hereinafter "Tenant". WITNESSETH THAT: Upon the terms and conditions hereinafter stated, and in consideration of the payment hereinafter stipulated and the performance by the Tenant of the covenants herein contained, the Landlord does hereby lease, let and demise unto the Tenant, and the Tenant does hereby rent, lease and hire from the Landlord, upon the terms and conditions hereinafter stated, the Premises, as described below. 1. Premises The Premises that shall be the subject matter of this lease agreement and to which Tenant shall be entitled to occupy in accordance with the terms hereof, shall be that certain portion of the Clermont Community Center as set forth in the building plan attached hereto as Exhibit "A". In addition to the office space, the Premises shall include access to and use of the lobby and restroom facilities, and use of the following areas: a. General meeting space: One (1) time per month, Tenant shall have the right to use a general meeting room at the Clermont Community Center for Tenant's use as part of its usual business operation. The specific space to be used hereunder shall be at the discretion of Landlord, subject to availability and reserved by Tenant at least thirty(30)days in advance. South Lake Chamber Lease 2016 1 b. Large meeting space: Three (3) times per month, Tenant shall have the right to use two-thirds of the large meeting room at the Clermont Community Center for Tenant's use as part of its usual business operation. The specific space to be used hereunder shall be at the discretion of Landlord, subject to availability and reserved by Tenant at least ninety (90) days in advance. c. Board Room: Three (3) times per month, Tenant shall have the right to use the Board Room at the Clermont Community Center for Tenant's use as part of its usual business operation and subject to availability. d. Tenant agrees and acknowledges that any use in excess of that as described in a., b. and c. above shall require Tenant to pay applicable user fees as established by Landlord for the general public. 2. Term of Lease This Lease shall be effective as of April 1, 2017 (the Commencement Date) and shall end on the fifth (5th) annual anniversary thereafter unless terminated as provided herein). The parties agree that provided the Tenant is not in default of any of the terms and conditions contained herein, the Lease term may, at Tenant's option,be extended for one successive five(5)year term. 3. Rent The Tenant hereby covenants and agrees to pay the Landlord at its office or at other place as the Landlord may from time to time designate, as rent for the Premises, beginning on the Commencement Date and continuing on or before the first day of each month thereafter without notice or invoice as follows: South Lake Chamber Lease 2016 2 For the initial term of this Lease as to established under the provisions Paragraph 2 of this Lease, annual rental for the.Premises shall be TWELVE THOUSAND TWO HUNDRED AND FORTY-FOUR DOLLARS'. and 80/100 ($12,244.80) per year payable in equal monthly installments of,ONE THOUSAND TWENTY DOLLARS and 40/100 ($1,020.40) plus applicable sales tax, without offset or deduction except as otherwise set forth in this Lease. Each year during the initial term, as of the anniversary of the Commencement Date, the rental amount as set forth above, shall be adjusted and increased by the lesser of the applicable Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor (the Price Index) as of the anniversary date or TWO:PERCENT(2%). 4. Option to Renew. If Tenant is not in default under this Lease or any term hereof, Landlord grants to Tenant the option to renew and extend the term of this Lease for one (1) additional five (5) year term, which option shall be exercised by Tenant giving written notice to Landlord at least ninety (90) =days before the expiration of the original term or any extension thereof The rent for each extension term shall be the annual rent as of the expiration of the prior initial or renewal term (the Renewal Rate). Thereafter, each year during each renewal term, as of the anniversary of the Commencement Date, the.Renewal Rental Rate as set forth above, shall be adjusted and increased by the greater of the applicableConsumer,Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor as of the anniversary date or TWO PERCENT(2%). South Lake Chamber Lease 2016 3 5. Acceptance of Premises,Signage,Use and Care of Leased Premises A. Tenant acknowledges and agrees that the Premises are acceptable to the Tenant, without any defect or claims. B. Tenant shall be entitled to maintain, at its expense, signage as approved by Landlord, in the reception area of the Clermont Community Center. Tenant shall not install or place any other signage, either permanent or temporary, of any kind on the exterior of the Clermont Community Center or anywhere outside of the interior portion of the Premises without Landlord prior written approval. C. The above-described Premises shall be used by the Tenant for administrative offices and similar uses associated with Tenant's business operation. The Tenant's use shall be in accordance with all applicable laws and regulations. D. The Tenant shall use and occupy the Premises in a careful, safe and proper manner and shall keep the Premises in a clean, sanitary and safe condition. The Tenant shall not use, or allow the Premises to be used for any purpose other than Permitted Uses and shall not use, or permit the Premises to be used for any unlawful, disreputable or immoral purpose or in any way that will injure the reputation of the Property or Landlord. 6. Peaceful Occupancy by Tenant If Tenant shall fully observe and perform all of the covenants and conditions of this Lease on its part to be performed, the Landlord hereby covenants and agrees that the Tenant shall have the peaceful possession and quiet enjoyment of the Premises during the term hereof without any manner of interference or hindrance from the Landlord or any person or persons, lawfully claiming by, through or under the Landlord. 7. Utilities and Other Charges South Lake Chamber Lease 2016 4 Tenant agrees to pay for all insurance,telephone, internet, cable television and cleaning and janitorial services associated only with Tenant's use of the Premises. Landlord shall pay for electricity and water and sewer utility charges for the Clermont Community Center. 8. Repairs A. Landlord shall keep and maintain the Clermont Community Center, including all HVAC systems in good condition and repair, reasonable wear and tear excepted. B. Tenant shall keep and maintain the Premises in good condition and repair, reasonable wear and tear excepted. C. The Tenant shall act promptly in making all reasonable repairs and shall have a reasonable time to complete the same unless Tenant is prevented from doing so by reason of strikes, governmental regulation, inability to obtain materials or other,causes beyond the reasonable control of the Tenant. D. In the event the Tenant does not make the repairs to the Premises required of it hereunder, the Landlord, after ten (10) days written notice to the Tenant, may proceed with such- , uch repairs and in such event the Tenant covenants and agrees to reimburse promptly the Landlord for the cost of such repair, plus ten percent (10%) of such costs for supervision. In such event, if payment of the amounts due the Landlord for paying the performing party is not made by the Tenant within thirty.(30) days after presentation of statements therefore, such amounts shall earn interest at the maximum rate allowable by law and shall constitute a default of the terms and conditions of this agreement. South Lake Chamber Lease 2016 5 9. Insurance-Provided by Tenant A. The Tenant covenants and agrees to provide and maintain, at all times during the term of this Lease policies of insurance insuring the Tenant and the Landlord against any and all claims, demands, actions and causes of action whatsoever for injuries received and damage to property in connection with the use, occupation, management and control of the Premises and the improvements thereon. Such policies of insurance shall insure the Landlord and the Tenant in an amount not less than ONE MILLION DOLLARS ($1,000,000) to cover claims of any one person from any single or specific cause and in an amount not less than TWO MILLION DOLLARS ($2,000,000) to cover, in-connection with any one particular accident or occurrence, the total aggregate of claims that may arise or to be claimed to have arisen against the Landlord or the Tenant, as aforesaid. Nothing herein shall be construed as a waiver, either in whole or in part of City's right of sovereign immunity as provided by Section 768.28, Florida Statutes, or its successor. B. The Landlord will review the aforementioned liability coverages every five years, -beginning as of the Commencement Date to verify:the average market or industry standard for liability insurance related to the operation of an office to determine if there is sufficient liability coverages. If the Landlord, after reviewof the surveys, acting reasonably, deems the liability coverages are inadequate, Tenantshall supply the coverage Landlord, acting reasonably, deems to be adequate at that period in time. At no time shallliability coverages ever decrease below what is stipulated in the preceding paragraphs. South Lake Chamber Lease 2016 6 10. Construction Liens Any consent Landlord may give to.Tenant to allow Tenant to construct improvements on the Premises including any alterations or additions thereto shall not be deemed improvements as may be required by an agreement between Landlord and Tenant, within the meaning of the Florida Construction Lien Law. All contractors, subcontractors, mechanics, laborers, materialmen and others who perform any work,labor or services, or furnish any material or otherwise participate in the construction of improvements on the Premises, are hereby given notice that the Tenant is not authorized to subject Landlord's interest in the Premises to any claim of contractors, sub contractors laborers,`materialmen's liens, or other liens, and all persons dealing directly or indirectly with the Tenant may not look to the interest of the.Landlord in the Premises as security for payment of such labor, services or materials. If any Construction or other liens shall be filed against the Premises, or any improvement thereon by reason of or arising out of any labor or materials furnished or alleged to have been furnished or to be furnished to or for the Tenant or at or on the Premises, at the Tenant's request or -direction or by. reasonof any changes, alterations or additions to the Premises, then, except for inchoateliens, the Tenant shall, within thirty(30)days after receipt of written notice from Landlord, either pay such lien or cause the same to be bonded off the Premises in the manner provided by law. The Tenant shall also defend on behalf of the Landlord, at the Tenant's sole cost and expense, including but not limited to reasonable attorney fees, any action, suit or proceeding which may be brought,for the enforcement of such liens and the Tenant shall pay any damage and discharge any judgment entered thereon. South Lake Chamber Lease 2016 7 11. Entry Upon the Premises The. Tenant covenants and agrees that the Landlord, its representatives, successors and assigns, shall have free access to the Premises at all reasonable times for the purpose of inspecting the same and for the purpose of making any alterations or repairs to the Premises that the Landlord may deem necessary for the safety or preservation of the Premises; provided, however, that such alterations or repairs have not been made by Tenant after written notice to Tenant of the necessity therefore in the time period specified by Landlord. 12. Hold Harmless A The Tenant covenants and agrees that the Tenant will indemnify and save harmless the Landlord from and against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and causes of action of any kind, whether actual or alleged, arising from or related to, the use, occupation, management or control by Tenant of the Premises and the improvements thereon, or which may be the result of any actual or alleged breach, violation or nonperformance of any covenant, condition or agreement herein contained on the part -of the-Tenant except for claims based on the willful,or negligent acts or inactions of Landlord. The Tenant covenants and agrees that the Tenant will,at the Tenant's expense, defend any and all such actions, suits or proceedings which may be brought against the Landlord or in which the Landlord may be impleaded .withothers in any such action or proceedings, at all levels, including appeal, to which the Landlord may be a party. South Lake Chamber Lease 2016 8 B. In the Event the Tenant fails to perform under the provisions of A. above, within ten (10) days after due notice, the Landlord may at its option, take whatever reasonable action the Landlord reasonably deems necessary to cure the Tenant's failure to perform, and the Tenant agrees to pay the Landlord as additional rent hereunder for all damages, costs, fees, expenses,judgments, charges and reasonable attorneys' fees incurred by the Landlord in exercising it rights under this Lease. 13. Destruction of Premises A. The Landlord and the Tenant covenant and agree that in the event the Premises shall be wholly or partially damaged by fire, windstorm, tornado, flood or by similar causes to such an extent that the Premises shall be rendered wholly untenable, then Tenant may elect, within twenty (20) days after such damage, to terminate this Lease by giving the Landlord written notice of termination. If Tenant should so elect, if requested by Landlord, Tenant agrees to restore the premises to its condition immediately prior to the effective date of this Lease. If the Premises shall suffer damage but not rendered wholly untenable by any such casualty, or in the event the Premises are rendered wholly untenable and the option to terminate is not exercised, the Tenant covenants and agrees to proceed promptly without expense to the Landlord to repair the damage. It is understood and agreed that the Tenant shall have a reasonable time within which to rebuild or make any repairs, and such rebuilding and repairing shall be subject to delays caused by storms, shortages of labor and materials, government regulations, strikes, walkouts and causes beyond the control of the Tenant, which causes shall not be construed as limited factors, but as exemplary only. Tenant's Insurance proceeds shall be used, to the extent available, to effect such repairs. South Lake Chamber Lease 2016 9 14. Removal of Personal Property by Tenant A. Except as hereinabove otherwise provided, all of the furniture, furnishings, trade fixtures, and other personal property or equipment used on the Premises by the Tenant and paid for by it shall remain the property of the Tenant and may be removed by the Tenant upon the expiration of the term, or termination, of this Lease, subject, however, to the limitations that (1) any such improvements, furniture, furnishings, trade fixtures, and equipment as are affixed to the Premises and require severance may be removed only if the Tenant shall repair any damage caused by such removal, and (2) the Tenant shall have fully performed all of the covenants and agreements to be performed by it under the provisions of this lease. B. The Landlord, following the termination, abandonment, surrender or release of this Lease, shall have the right to take possession of any goods, equipment, inventories, fixtures or other personal property of the Tenant which may be left upon the Premises, and may dispose of said property at a time and place designated by the Landlord's sole opinion, and upon notice of such disposition to any necessary parties. Any proceeds from such sale, lease or other disposition of the said property may be applied to: 1. Any costs incurred by the Landlord in retaking, holding, selling or otherwise disposing of the said property of the Tenant; 2. Any monies, which may be owing and unpaid under the provisions of this Lease Agreement; South Lake Chamber Lease 2016 10 15. Default The following events shall constitute defaults hereunder by the Tenant: A. Monetary Default. Failure to pay any charges required under the provisions of this Lease promptly when due; B. Non-Monetary Default. Failure to fully and promptly perform and comply with each and every term, provision, covenant and condition of this Lease except for a Monetary Default as defined above. C. An Event of Default shall have occurred in the event of a Monetary Default by Tenant and the continuance of such default for a period of three(3)days after written notice thereof, or in the event of a Non-Monetary Default and the continuation of such Non-Monetary Default for a period of twenty (20) days after written notice thereof, the Landlord may, at the Landlord's option and sole discretion, and in addition to any other remedy or right given hereunder or by law, without further demand or notice terminate this Lease on the date specified in said notice and retake possession of the Premises, including all improvements thereon. The remedies set forth herein shall not preclude the Landlord from enforcing any other remedy or right provided to the Landlord hereunder or by law. In all events, the Tenant shall remain liable for the payment of any and all reasonable attorneys' fees and costs incurred by Landlord in enforcing any remedy set forth herein or provided by law or otherwise. 16. Termination for Convenience Either party may terminate this agreement without cause upon delivery to the non- terminating party a written notice of intent to terminate one(1) year prior to the effective date of the termination. The Notice shall be delivered by registered or certified mail to the address listed herein. South Lake Chamber Lease 2016 11 17. Force Majeure Whenever any non-monetary performance is required of Tenant hereunder, then Tenant will be permitted to effect such performance within the time period provided therefore in this lease, or if, for reasons beyond Tenant's reasonable control (including, without limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or requirements for obtaining licenses, permits or other compliance with applicable laws, rules and regulations), such performance is not reasonably possible within such time periods, then the time for such performance shall be extended until removal of such reasons beyond Tenant's reasonable control, provided that Tenant commences such performance (or cure) as soon as reasonably possible and diligently pursues such performance or cure. 18. Bankruptcy of Tenant To the extent now or hereinafter permitted by applicable law the filing by, or against Tenant of a petition in bankruptcy or other similar proceedings under law for relief of debtors, or the involuntary appointment of a receiver, custodian, liquidator, or trustee in bankruptcy of the Premises and improvements thereon and such petition or petitions is not discharged or vacated within one hundred twenty (120) calendar days after the filing thereof; or if Tenant becomes insolvent or unable to pay its debts as they mature or makes an assignment for the benefit of creditors or request or consents to the appointment of a receiver, custodian, liquidator or trustee in bankruptcy of any such party's property or files a petition in bankruptcy or other similar proceedings under law for relief of debtors, then upon the occurrence of any of the above events, Landlord may, at its option, declare Tenant in default hereunder and immediately give Tenant written notice of its intention to terminate this Lease. South Lake Chamber Lease 2016 12 19. Cumulative Rights/Waiver of Covenants by Landlord The rights of the Landlord under this Lease shall be cumulative and nonexclusive as to those provided by statute. No consent or waiver by the Landlord to or of any breach of any covenant, condition or duty of the Tenant shall be construed as a consent to or waiver of any other breach of the same or any other covenant, condition or duty of the Tenant. No such consent or waiver shall be valid unless in writing, signed by the Landlord, and no such consent or waiver shall be implied by the failure of the Landlord to declare a forfeiture or for any other reason. 20. Subletting of Premises by Tenant Tenant may not assign, transfer, mortgage, pledge, hypothecate or encumber this Lease, or an interest therein, nor sublet the Premises or any part thereof, nor permit the use of the Premises by any person other than the Tenant and its employees, without the prior written consent of the Landlord. Consent to one assignment or sublease shall not eliminate or waive this provision, and all other assignments and subleases shall likewise be made only upon the prior written consent of the Landlord pursuant to the provisions of this Paragraph. 21. Surrender of Premises Upon Termination The Tenant covenants and agrees that upon the termination of this Lease, whether by lapse of time or otherwise, it will, at once, peaceably and quietly, vacate, surrender and deliver up to the Landlord, all of the Premises in as good condition and repair as upon delivery of possession to the Tenant,ordinary wear and tear and damage by fire or other casualty only excepted. 22. Time It is covenanted and agreed between the parties hereto that time is of the essence in this Lease and this provision shall apply to all terms and conditions contained herein. South Lake Chamber Lease 2016 13 23. Mutual Covenants Except as hereinbefore or otherwise specifically provided, the covenants, agreements, conditions, obligations and provisions herein contained shall extend to,bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and assigns, and wherever either the word "Landlord" or "Tenant" is used in this Lease, it shall be deemed to mean "Landlords" or "Tenants", respectively, wherever the context permits or requires, and when the singular and/or neuter pronouns are used herein, the same shall be construed as including all persons and corporations designated respectively as Landlord or Tenant in the heading of this instrument wherever the context requires. 24. Attorneys' Fees Landlord and Tenant each agree to pay to the prevailing party, on demand, all costs and expenses and reasonable attorneys' fees, including costs and expenses and reasonable attorneys' fees, at all levels, including bankruptcy and appeal, incurred by the prevailing party with respect to the enforcement or declaration of any of the rights or remedies or obligations of either of them, whether arising under this Lease or granted, permitted or imposed by law or otherwise, and with respect to the collection of any part of said rent or other charges and sums of money herein reserved or required by either of them to be paid or met. 25. No Partnership Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of Tenant's business or otherwise, or a joint venturer, or member of a joint enterprise with Tenant. South Lake Chamber Lease 2016 14 26. Liability of Landlord Landlord shall not be responsible in any manner for any loss of or damage to the Premises, or injury to persons resulting, occurring on or about the transfer station, by reason of any future condition, defect, matter, thing, action or inaction, or for the acts, omissions or negligence of other persons or Tenant in or about said premises, unless said injury or loss results from the direct negligence of Landlord. Nothing herein shall be construed as a waiver, either in whole or in part of Landlord's right of sovereign immunity as provided by Section 768.28, Florida Statutes, or its successor. 27. Dispute Mediation Any dispute arising out of this Agreement, the construction, interpretation or performance thereof, shall be submitted to non-binding mediation by a duly qualified and certified mediator practicing in Lake County, Florida, and no action at law or in equity shall be filed in any state or federal court by either party hereto against the other until such time as the mediator has declared an impasse. 28. Miscellaneous A. No Discrimination. Tenant agrees that in carrying out its obligations under this Agreement it will not discriminate in any manner on the basis of race or religion. B. Tenant Employee Conduct. Tenant personnel shall conduct their actions and business in accordance with all applicable laws, regulations and policies. C. Written Notice. Written notice shall be given to the Parties at the following addresses or such other place or other person, as each Party shall designate by similar notice. South Lake Chamber Lease 2016 15 As to Tenant: South Lake Chamber of Commerce, Inc. 620 W. Montrose Street Clermont, Florida 34711 Attention: President As to the Landlord: City of Clermont 685 W. Montrose Street Clermont, Florida 34711 Attention: City Manager E. Governing Law. This Agreement shall be governed by the laws of the State of Florida. Venue for any action hereunder shall be in Lake County, Florida. F. Entire Agreement Severability. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained herein and may not be amended, modified or rescinded, unless otherwise provided in this Agreement, except in writing and signed by all parties hereto. Should any provision of this Agreement be declared to be invalid by any act of law or court or administrative determination, the remaining provisions of this Agreement shall remain in full force and effect unless such provision which is found to be invalid substantially alters the benefits of the Agreement for either Party. South lake Chamber Lease 2016 16 G. Specific Performance. It is understood and agreed between the Parties that there will be irreparable damage in the event that this Agreement is not specifically enforced. In the event any dispute arises under this Agreement, either party hereto shall be entitled to specific performance of the terms, conditions and agreements set forth in this Agreement. The remedy of Specific Performance shall be cumulative and not exclusive, and shall be in addition to any other remedy, which the Parties may have. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers, and copies delivered to each Party, as of the day and year first above stated. Attest: City of Clermont By: • By- c5-Z12-d- Tracy Ackroyd' owe, City Clerk Gail L. Ash, Mayor Dai' ` r a t- / c9O/7 So►th L. • - Chamber of Commerce, Is 41, )OQ 94/2 9 By: >� C 3L—SA Wi ness C . _, ) , President Printed ame Date: ®� rtness ,_____bQ,q>c CA /cf� Printed Name South Lake Chamber Lease 2016 17 1 P Z E i A n 4 a !. e o 9 2 =I iC_ ,,.9i�_cy- JL J 0'0 \'0 .,Q -c i - 11111II rr``11 i A1\moi,. li Q 1 i I :riem ` tea l IpgpPy 11 g § :rte : Q --- I o 7 1i -.\OI r \\ I _ ; \ \\I -------i _—_---_—�J 1 . .-_ - • E i :_9 is I1 1 w 1 �,1 LL ,"'- i i ----0 lilt /, i L i • •i i! 0 II_ I 1 , . 1 1 1 i ii Ii --I • 1 1 -I- I —1 � 1 I 1. _ 1 1 I I 1 _ 11�� 1I'1'!11gg WON aE eGatorSktch PREPARED FOR `�""�® "'•0 F+ €g igi$s'�a�����,�i3 � CORPORATION S. Lake Chamber of Commerce ' I e 999 99i@ g Jenkins Auditorium Office Build-Out = • 0.1.050 0 i 2 Montrose St. Clermont,FL AGREEMENT AS TO TERMINATION OF LEASE AGREEMENT DATED MAY 10,2011 THIS AGREEMENT is made and entered into this 14th day of February, 2017, by and between the CITY OF CLERMONT, a Florida municipal corporation whose address is 685 W. Montrose Street, Clermont, FL 34711, hereinafter "Landlord" and SOUTH LAKE CHAMBER OF COMMERCE, INC. a Florida Non-Profit Corporation, whose address is 620 W. Montrose St., Clermont, FL, 34711, hereinafter"Tenant". WHEREAS, Landlord and Tenant entered into that certain Lease Agreement date May 10, 2011 (hereinafter the "Lease") related to the rental and management of that certain building described in the Lease as the Jenkins Replacement Building and now located at 620 W. Montrose St., Clermont,Florida and known as the Clermont Community Center; WHEREAS, the parties hereto and to the Lease have agreed to the termination of the Lease and that said termination shall be deemed a termination of convenience by Landlord; and WHEREAS, contemporaneously herewith the parties have agreed to and have entered into a new lease agreement for a portion of the Clermont Community Center premises as defined in that lease agreement NOW THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree to the following terms and conditions. South Lake Chamber Lease Termination 101116 1 1. Termination of Lease Effective February 14, 2017, the Parties agree that the Lease Agreement of May 10, 2011 (the "Lease) shall be terminated. The parties further agree that with the exception of any terms and conditions specially designated in the Lease to survive its termination and any terms and obligations contained herein, the parties shall have no further obligations or entitlements pursuant to the Lease. 2. Payment of Reimbursement Amount. In accordance with Paragraph 16 of the Lease, Landlord shall pay to Tenant the amount of FIFTY-FIVE THOUSAND DOLLARS ($55,000) as reimbursement for the cost of construction of the Tenant improvements. The payment provided herein shall be paid to Tenant by Landlord within thirty (30) days of Landlord's confirmation that Tenant has paid to Landlord all of the due and payable Rental Income as set forth in Paragraph 6 of the Lease. Contemporaneously with the payment as set forth herein, Tenant shall deliver to Landlord a Bill of Sale in a format acceptable to and as approved by Landlord, transferring any and all rights to Landlord that Tenant may have in the Tenant improvements under the Lease. 3. Miscellaneous A. Dispute Mediation. Any dispute arising out of this Agreement, the construction, interpretation or performance thereof, shall be submitted to non-binding mediation by a duly qualified and certified mediator practicing in Lake County, Florida, and no action at law or in equity shall be filed in any state or federal court by either party hereto against the other until such time as the mediator has declared an impasse. South Lake Chamber Lease Termination 101116 2 B. Attorney Fees. Landlord and Tenant each agree to pay to the prevailing party, on demand, all costs and expenses and reasonable attorneys' fees, including costs and expenses and reasonable attorneys' fees, at all levels, including bankruptcy and appeal, incurred by the prevailing party with respect to the enforcement or declaration of any of the rights or remedies or obligations of either of them and arising under this Agreement C. Written Notice. Written notice shall be given to the Parties at the following addresses or such other place or other person, as each Party shall designate by similar notice. As to Tenant: South Lake Chamber of Commerce, Inc. 691 W. Montrose Street Clermont, Florida 34711 Attention: President As to the Landlord: City of Clermont 685 W. Montrose Street Clermont, Florida 34711 Attention: City Manager D. Governing Law. This Agreement shall be governed by the laws of the State of Florida. Venue for any action hereunder shall be in Lake County, Florida. South Lake Chamber Lease Termination 101116 3 E. Entire Agreement Severability. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained herein and may not be amended, modified or rescinded, unless otherwise provided in this Agreement, except in writing and signed by all parties hereto. Should any provision of this Agreement be declared to be invalid by any act of law or court or administrative determination, the remaining provisions of this Agreement shall remain in full force and effect unless such provision which is found to be invalid substantially alters the benefits of the Agreement for either Party. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers, and copies delivered to each Party, as of the day and year first above stated. • • Attest:. City of Clerm ‘By:'By: By: �4 .Tracy Ackroya owe, City Clerk Gail L. Ash, Mayor Dat ( mac.. /' (3 // La P hamber of Commerce, Inc. 4 itness , , President ti I rl�� — Printed Name Date: L / z (S CA tt-erv^/ Printed Name South Lake Chamber Lease Termination 101 116 4