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BEACH LIBRARY LEASE SHOPPING CENTER LEASE I I e SHOPPING CENTER LEASE 1. PARTIES. The parties to this shopping center lease are: 1.1 B.J.E., Inc., a Florida corporation, with a mailing address at 630 S. Gulfview Blvd., Clearwater, Florida 33767, as LESSOR; and 1.2 City of Clearwater, a municipal corporation of the State of Florida, with a mailing address at 112 S. Osceola Ave., Clearwater, Florida 33756, as LESSEE. 2. PREMISES. 2.1 Lessor hereby leases to Lessee the following property (the "Premises"): 2.1.1 Unit(s) 320, 321, 322, 323, 324 of the shopping center known as Pelican Walk (the "Center") with street address of 483 Mandalay Avenue, Clearwater, Florida, consisting of approximately 3750 square feet and being a portion of the property described as: (INSERT LEGAL DESCRIPTION AS EXHIBIT "A") 2.1.2 Lessee in addition shall have the right to the nonexclusive use, in common with others, of all such parking facilities, driveways, truck and service courts, walks and other facilities designed for common use as may be designated by Lessor and as limited by the terms of this Lease. 2.2 Lessor reserves the right to change the size, layout and location of any buildings or common areas and facilities including parking areas which are part of the center, as well as to reduce or expand the size of the center and parking areas including construction of a parking garage. Lessor reserves the right, in its sole discretion, to implement a system of paid parking for users of any existing parking area or future parking garage. 3. TERM. 3.1 This lease will be for a five (5) year term beginning on the Rent Commencement Date as defined in section 4 (the "Term"). Each lease year will consist of a 12-month period beginning on the Rent Commencement Date and successive anniversaries of that date. The lease shall terminate at midnight on (see section 4.5) unless the Term is extended as provided for in section 4.2, in which case the lease shall terminate at midnight on the last day of the corresponding 12 month extension period. 3.2 The parties will execute, at any time at Lessor's option, and Lessor will record a memorandum of this lease to reflect, among other things as Lessor shall require, the date on which the term begins and ends. Lessee shall not record this lease or a memorandum hereof. Lessor ~ 1\ Lessee 1 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA ( q') I I 4. RENT. 4.1 Base Rent. Lessee agrees to pay Lessor for and during the term the sum of Fifty-Eight Thousand dollars ($58,000) per year ("Base Rent"). Said amount shall be due and payable in advance beginning on the Rent Commencement Date of (see section 4.5) in equal monthly installments of Four Thousand Eight Hundred Thirty Four dollars ($4,834) per month as a total monthly rental payment ("Rent"). In addition, to Rent, Lessee shall pay all costs incurred for utilities to its Unit(s). 4.1.1 Base Rent will be subject to annual adjustment for proportionate increases in CPI but will never be less than the Base Rent in the immediately preceding year. 4.1.2 The annual adjustment of Base Rent will be the product of the Base Rent multiplied by a fraction, the numerator of which is the comparison index and the denominator of which is the base index. 4.1.3 The term CPI means the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (1982-84 = 100) published by the Bureau of Labor Statistics of the U.S. Department of Labor. If the CPI ceases to use 1982-84 = 100 as a base, or if the CPI is altered, modified, converted, or revised in any way, the CPI will be adjusted to the figure that would have resulted had the change not occurred. If the CPI ceases to be published, any substitute or successor equivalent index published by any agency of the U.S. will be used in the Lessor's sole discretion. The term "base index" means the CPI in effect for the calendar month of the Rent Commencement Date. The term "comparison index" means the CPI in effect for each anniversary of the Rent Commencement Date. 4.2 Lessee may extend the lease term for five (5) additional one (1) year periods on the same terms and conditions contained in this lease ("Extended term"), except that: 4.2.1 Lessee agrees to pay Lessor the Base Rent in the final year of the term as increased by CPI adjustments as provided in section 4.1 annually in Base Rent payable in equal monthly installments in advance 4.2.2 The option to extend the Term granted by this section must be exercised by Lessee, if at all, not more than six nor less than three months before expiration of the then existing term by written notice to Lessor. Lessee may not exercise its right to extend the term if Lessee is in default of this lease. Lessee's notice of its election to exercise its right to extend the term will be irrevocable. 4.2.3 No further extensions of the term are granted. 4.3 Rent and Additional Rent. All amounts payable by Lessee to or on behalf of Lessor under this lease, whether or not expressly denominated as "Rent", shall constitute "Rent" for purposes of the enforcement of this lease and Section 502(b )(6) of the Bankruptcy Code. Lessor ~ ~ Lessee 2 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA I I 4.4 All Rent must be paid in United States currency without demand, setoff, or deduction, at Lessor's address provided in subsection 1.1, or to any person and place designated in writing by Lessor. All rent shall be due on the first day of each month of the Term and Extended Term, if any. Lessor shall provide Lessee with a monthly invoice, submitted to Lessee by the fifteenth day of the month prior to rent due date, which shall not, however, be a condition to the rights and obligations of the parties. Rent shall be late on the second day of the month and on the tenth day of the month Rent shall be subject to a five percent (5%) late charge. This late charge shall be additional rent. 4.5 The "Rent Commencement Date" shall be the first day of the month in which this lease is executed, provided, however (unless otherwise provided in this Lease), that if this lease is not executed on the first day of the month, Rent and additional rent shall be prorated for the number of days remaining in the month after the day this lease is executed. The Rent Commencement Date and date of termination shall be memorialized by written addendum, as executed by the parties hereto upon completion of Lessor's construction as provided in Section 10 herein. Said addendum shall be incorporated herein and made a part hereof. It is agreed that the termination date of this lease shall not be extended nor altered from the date as determined in section 3.1 though the lease is not executed on the first day of the month. 5. UTILITIES. 5.1 Lessee must pay for all utility services to the Premises during the term and must pay all bills before they become delinquent, so that the Premises will not be without water for health and sanitary purposes or fire protection, electricity for lighting and security, sewer, steam, heat, gas, hot water, fuel oil, or telephones for the active conduct of Lessee's business. Water usage as metered for Lessee's Premises shall be charged to Lessee by Lessor and shall be additional rent hereunder. 5.2 Lessor will not be liable to Lessee for any interruption of utility service that is beyond Lessor's power to control, however, if interruption of utility service is requested by Lessor in order to make repairs or alterations to the Premises or any part of the building in which the Premises is located, the rent payable during the period in which the Premises is untenatable will be adjusted equitably. Lessor shall prorate Lessee's monthly rent, compensating Lessee for each day of the month for which Lessee is not operational as a result thereof. 6. USE OF PREMISES. 6.1 The Premises are leased to Lessee solely for the following use and no other use can be made of the Premises during the term without the written consent of the Lessor: Public Library. Lessee agrees it shall not engage in any use which is a prohibited use ("Prohibited Use"). Uses which are a Prohibited Use include any use related to the uses described and attached as Exhibit "B" or which is a use otherwise in violation of the terms and provisions of this Lease. 6.2 Lessee shall do business on the Premises under the following name: Clearwater Public Library System, (Beach Branch). Lessor t5 A Lessee 3 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA I I 6.3 Lessor must maintain existing elevator access at the front middle of the Center to the second floor. 7. COMPLIANCE WITH REGULATIONS. 7.1 Lessee, at Lessee's own expense, must comply promptly with all statutes, ordinances, rules, orders, regulations, and requirements offederal, state, county, and city governments and their respective agencies applicable to the use and occupancy of the Premises by Lessee. This includes mandatory compliance with minimum building, health, and safety standards regarding the premises, Americans with Disabilities Act and any and all environmental laws on the Premises. Except for the Premises leased, Lessee shall not be responsible for compliance with statutes, ordinances, rules, orders, regulations, and requirements of federal, state, county, and city governments and their respective agencies related to Lessor's ownership of the Premises or building in which the Premises is located. Except for the Premises leased, Lessor will, at its sole expense, install and maintain all facilities, including but not limited to, ramps, handrails, restroom fixtures, elevators,elevator controls and all other measures to comply with the legal requirements for the Premises and building related to accessibility by persons with disabilities. Such "accessibility legal requirements" include, but are not limited to, the Americans With Disabilities Act, 42 U.S.C. ~ 12181 et seq. The allocation of responsibility for compliance with accessibility legal requirements under this paragraph is a material inducement for the parties to enter into this lease. In addition, Lessor shall be responsible to provide parking for the disabled. Both parties shall comply with minimum building, health, and safety standards regarding the Premises or building, as applicable hereunder, and any and all environmental laws. Lessee agrees that it shall indemnify, defend and hold harmless Lessor from any damages, costs, fines or fees including reasonable attorneys fees, resulting from any noncompliance applicable to Lessee' use and occupancy, whether caused by Lessee's action or inaction, or the Lessee's negligence in or about the Premises. If any action or proceeding is brought against the Lessor by reason of any such claim, Lessor shall timely notify Lessee and Lessee reserves the right to defend the action or proceeding by using counsel as chosen in Lessee's sole discretion. This paragraph survives the expiration or earlier termination of this lease. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity from or limitation of liability to which City is entitled. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense City may have under ~768.28, Florida Statutes and is not intended to or shall not be interpreted to alter the extent of City's waiver of sovereign immunity under ~ 768.28. The parties to this Agreement specifically agree to be fully responsible for their own acts of negligence or their respective agents' acts of negligence when acting within the scope of their employment, and agree to be liable for any damages resulting from said negligence, to the extent permitted by law and the aforesaid statute. Nothing herein shall be construed as consent by either party to be sued by third parties in any manner arising out of this Agreement. 7.2 Lessee shall not commit or suffer to be committed any waste upon the Premises or any nuisance or act which may disturb the quiet enjoyment of any lessee in the center, or which may disturb the quiet enjoyment of any person who is temporarily or permanently within five hundred (500) feet of the boundaries of the center. Lessor tE 1.\ Lessee 4 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA ~~~~q-~~v~IUC} Iq;OI "UVI\IJLM\) V. tl\lN.AVlILJt.~ r. /'1. ~rMfI.} rt: rqq r I ~vv r. '(J(JCJ ~~I:: FROM : FAX NO. : 7274619380 Jan. 04 200S ID: 34PM P1 8. ASSIGNMENT AND SUBLETTING. 8.1 Lessee will not assign this lease in whole or in part, or sublet the whole or any part of the Premises. or permit the use Of the whole or any part of the Premises by any licensee or concessionaire. or encumber this lease, without first obtaining the written consent of Lessor. Lessor enters this lease because of his or her conftdence in lessee to operate a first dass library in the Premi&es and Lessor reserws the right to disapprove. In Lessor's sole discretion. any assignment or sublease. Lessor covenants that its consent shall not arbitrarily be withheld. 8.2 Lessee wit remain liable for the pel10nnance of this lease regardless of any assignment. sublease. or rlCense with or without the consent of Lessor. If the Premises are assigned, sublet or oc;wpied by an,one othetthan LeSEee, Lessor may collect rent from the assignee, sublessee. or occupant, and apply !he net amount collected to the Rent due hereunder. No such collection shan be deemed a waiver of the covenant herein against assignment and subletting. or the acceptance of such assignee, sublessee, or occupant as Lessee. or a release of Lessee tram further perfonnance of the CD\IQIlants herein contained. 8.3 Any change in the ownership or control of Lessee by transfer or reorganiZation of capital stock or P8I1nership interest or otherwise WID be deemec:l an assignment for purposes of this section. However, lessor consents to assignment of this Jease or sublease of the Premises by lessee to a wholly owned SUbsidiary of Lessee. Lessee wUI remain liable for the perfonnance at this lease regardJess of assignment or subleese. 9. CONOITION OF PREMJSES AND IMPROVEMENTS. . : '9.1 ~ee adCnowted. h;t (I) LesS~ has ca~inspected the Premises and fOund them in a good state of repair and in clean and orderly c:ondition subject to the following improvernen1s. Lessorshan, prtorto Lessee's OCcupation hereunder, perform and complete stn.Ictural improvements 10 the Premises to ~pport the weight of the library book collection of the Lessee. IrrIf)I'O'femenls Shall include structural improvements to Ihe floor of the Premises sufficient to wittlstancl a load of One Hundred Twonty F"'- (125) POUnds per square foot (~Fj. Fur1her. the Lessor agrees to provide plans reflecting improvements prePared by Q Florida Registered Professional Engineer along with a letter certlfytng that the design wifJ accommodate the 125 PSF load prior 10 lessee's occupation of the Premises to be attached to and Incorporated into this lease as ~hibit -B-. In addition. Lessor shall canswet a double door entrance (one door OP.8ning inward and one door Opening outward) whent the currant entryway exists on Suite 322. Lessor sheD bear all costs connected with this constnJctlon, including but not limited to 1he cost of plans and specifications for the construction, labor, materials, and clean-up costs. Construction win be COnsidered completed the date on which IocaJ ofrlCials or agencies WhOse approval of the building or improvements is requfred before lessee rney use the Premises for operating its business ir.i contemplated hereunder. 9.2 Lessee must keep rhe Pnamises in dean and orderly condition and good Slate ot repair at all times, and on termina1ion of this lease, Lessee must deliver the Premises 10 Lessor in the same COncfltion it was in at the beginning of the term. subject to paragraph 10 (Alterations; fixtures). LeSSor ~ Lessee 5 NICI(~ C. EICONOMlbES, Fl.A. CLI!AAWATEft FI.ORIDA I I 10. AL TERA TrONS; FIXTURES. 10.1 Lessee shall provide plans for its initial improvements to the premises (buildout for intended uses) to Lessor for Lessor's prior approval which approval shall not be unreasonbably delayed or withheld. Lessee's improvements shall be initiated upon completion of Lessor's improvements (as described below), execution of this lease, and occupation by Lessee. Lessee will make no further alterations or improvements to the Premises without the express written approval of Lessor, which approval shall not be unreasonably delayed or withheld. Should alterations or improvements to the Premises be made by the Lessee without the express written approval of Lessor, then in addition to all other remedies of Lessor, during or after the termination of this lease, Lessee shall be liable to Lessor for all costs of restoring the Premises to the condition they were in at the beginning of the term as well as the costs of repairing all damage to the Premises that results from the removal of same. 10.2 To the extent that alterations or improvements to the Premises are undertaken in compliance with Lessor's approval, all fixtures, installations, additions, alterations, and improvements permanently affixed to the Premises made by Lessee or which existed prior to Lessee's tenancy will remain the property of Lessor on termination of this lease without compensation to Lessee. All fixtures, installations, additions, alterations and improvements made by Lessee which are considered to be trade fixtures or other non-permanent fixtures may be removed by Lessee before the expiration of the term, in which event Lessee must remove such items and restore the Premises to the condition it was at the beginning of the term as well as repair all damage to the Premises that results from the removal of the property. 11. REPAIRS AND MAINTENANCE. 11.1 Lessor shall keep the common areas in good repair including the parking areas, elevators, landscaping, foundation, outer walls, roof and buried conduits, except that Lessor shall not be called upon to make any such repairs occasioned by the negligence of the Lessee, its agents, express or implied invitees, or employees. 11.2 Lessee shall keep the inside of the Premises and the interior doors, ceiling, windows and window frames of said Premises in good order, condition and repair and shall also keep the Premises in a clean, sanitary and safe condition in accordance with law and in accordance with all directions, rules and regulations of governmental agencies having jurisdiction. 11.3 Lessee shall be responsible for providing all light bulbs on the Premises. The plumbing facilities shall not be used for any other purposes than that for which they are constructed and no foreign objects or substances shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this provision shall be borne by Lessee. The Lessee shall have the right, prior to occupation of the premises, to inspect the condition of the heating, air-conditioning and plumbing systems. Any defect revealed upon such inspection shall be remedied by the Lessor prior to Lessee's occupation hereunder. In addition, Lessor agrees that it shall be responsible for the heating and air- conditioning system and plumbing facilities for the first three months of the Term only. Thereafter, the Lessor G. fD\ Lessee 6 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I I heating and air-conditioning system and plumbing facilities shall be under the control of Lessee, and Lessee agrees that all operation, upkeep, repairs and replacements will be at Lessee's expense. 12. RIGHT OF ENTRY. 12.1 Lessor may enter the Premises at all reasonable times for purposes of inspection, to make emergency repairs, and, upon forty-eight (48) hours notice to Lessee, to exhibit the Premises to prospective lenders, purchasers, and Lessees. 13. INDEMNITY. 13.1 Except to the extent that indemnity is provided by insurance, Lessee must defend Lessor and indemnify Lessor and hold Lessor harmless from all liability, losses, costs, damages, or expenses, including the cost of investigation and reasonable attorneys fees, that Lessor may incur with respect to any claim or demand arising out of the use or occupancy of the Premises by Lessee. If any action or proceeding is brought against the Lessor by reason of any such claim, Lessor shall timely notify Lessee and Lessee reserves the right to defend the action or proceeding by using counsel as chosen in Lessee's sole discretion. This paragraph survives the expiration or earlier termination of this lease. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity from or limitation of liability to which City is entitled. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense City may have under 9 768.28, Florida Statutes and is not intended to or shall not be interpreted to alter the extent of City's waiver of sovereign immunity under 9 768.28. 14. INSURANCE; SUBROGATION. 14.1 During the term, Lessee will obtain and maintain in good standing, at Lessee's expense: 14.1.1 Prior to taking possession of the Premises Lessee shall provide proof of self- insurance, as required hereunder, against claims for injuries to persons or damage to property which may arise from or in connection with this lease as provided for herein. Lessor shall insure structure at its cost and expense. 14.1.2 All personal property placed and moved in the Premises shall be at the risk of the Lessee or owner thereof. The Lessor shall not be responsible or liable to the Lessee for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining Premises or any part of the Premises adjacent to or connected with the Premises hereby leased or any part of the building which the leased Premises are a part of or any loss or damage resulting to the Lessee or its property from bursting, stopped up or leaking water, gas, sewer, or steam pipes unless the same is due to the negligence of the Lessor, its agents, servants or employees. 14.1.3 Notwithstanding anything contained herein to the contrary, this provision shall Lessor ~ ~ Lessee 7 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA I I not be construed as a waiver of any immunity from or limitation of liability to which City is entitled. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense City may have under 9 768.28, Florida Statutes and is not intended to or shall not be interpreted to alter the extent of City's waiver of sovereign immunity under 9 768.28. 14.2 During the Term and Extended Terms Lessee shall provide to Lessor, upon demand, a letter of self-insurance. No insurance provided under this lease will be subject to cancellation or reduction of limits unless at least 30 days' notice is given to Lessor. 14.3 Each party shall look first to any insurance in its favor before making any claim against the other party. Nothing contained herein shall in any way be considered or construed as a waiver or release by Lessor of any and all of the other covenants and conditions contained in this lease to be performed by Lessee. 14.4 In the event Lessee fails to fulfill its obligations hereunder, and such failure will result in Lessor having to take action and potentially incur expense to remedy same, Lessor shall provide Lessee with reasonable written notice of Lessor's intent to act, and Lessee shall be permitted thirty days to remedy same before becoming liable to reimburse Lessor for the expense. If Lessee fails to cure after said notice and expiration of thirty day cure period, and Lessor pays any monies required to be paid by Lessee hereunder, Lessor shall demand payment of same from Lessee and Lessee shall make payment with its next monthly payment of Rent as additional rent, after receipt of said demand. Demand for such additional rent shall be invoiced separately to accommodate Lessee's accounting procedures. Lessee's failure to make such repayment as provided for herein shall constitute a default under the terms of this lease, however, Lessee reserves the right to dispute amount due for said expenses under applicable law. 15. CASUALTY. 15.1 If the Premises are damaged by fire or other casualty to the extent of not more than 30% of the rentable square footage, Lessor must restore the Premises to substantially the condition in which they were immediately before the casualty. 15.2 If the Premises are damaged by fire or other casualty to the extent of more than 30% but less than 70% of the rentable square footage, Lessor may elect to restore the Premises or to terminate this lease by written notice of the election to Lessee within 60 days after the date of the casualty. If Lessor elects to restore the Premises, Lessor must proceed with restoration promptly and pursue the work diligently to completion, not to exceed eight months from the date of the casualty. If Lessor elects to terminate this lease, Lessee's obligation for Rent will terminate on the date of the casualty, and Lessee must vacate the Premises within 30 days after receipt of Lessor's election to terminate this lease. 15.3 If the Premises are damaged by fire or other casualty to the extent of 70% or more of rentable square footage, this lease will terminate on the date of the casualty. 15.4 Lessee's obligation for Rent will abate for the portion of the Premises that is unusable by reason of casualty for the period from the date of casualty until the Premises are fully restored. Ifthe Premises are not restored, Lessee's obligation for Rent will cease on the date Lessor .!S-ft Lessee 8 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I I of the casualty. If, however, the casualty was the result of a negligent or willful act of Lessee there will be no abatement of Rent. 16. CONSTRUCTION LIENS. 16.1 Lessor's interest in the Premises and the underlying fee is not subject to any lien for improvements to the Premises undertaken by Lessee whether or not such improvements were made with the consent of Lessor. 16.2 If any lien or claim of lien is filed against the Premises as a result of any act of Lessee, Lessee must transfer the lien to deposit or bond as provided by law within 15 days after the lien or claim of lien was filed. 16.3 Any recorded memorandum of this lease shall contain the prohibition against liens on the interest of Lessor in accordance with this section. 17. SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This lease is expressly subject to and subordinate to all mortgages and other obligations of Lessor that are secured by a lien on the Premises, and all advances that may now or hereafter become a lien on the Premises, and to any extensions and renewals thereof. 17.2 On demand of Lessor, Lessee must promptly execute and deliver any agreement of subordination reasonably required by the lender whose lien is to be given priority over this lease. Lessee will not be required to subordinate his or her interest, however, unless the lender requesting the subordination agrees not to disturb the peaceful possession of Lessee as long as Lessee is not in default of the obligations under this lease. 17.3 Within 10 days after a written request from Lessor, Lessee must execute and deliver a statement of the status of this lease in the form and content Lessor or any creditor of Lessor may reasonably require, setting forth that this lease is in full force and effect and unmodified, or, if modified, setting forth the substance of the modification or appending a copy of the modification to it. The statement must contain any other details concerning the status of the lease that Lessor deems necessary. If Lessee fails to execute the written statement timely, it will constitute a representation that the lease is in good and current standing and is unmodified, which representation may be relied on by any prospective purchaser of the Premises or any holder of a mortgage on the Premises. 18. CONDEMNATION 18.1 Total. If the whole of the Premises shall be acquired or taken pursuant to the power of eminent domain for any public or quasi-public use or purpose, then this lease shall terminate as of the date of title vesting in the public authority in such a proceeding. 18.1 Partial. If any part of the Premises shall be taken as aforesaid, and such partial taking shall render the portion not taken unsuitable in Lessee's reasonable judgment for the conduct of business, then this lease shall terminate as aforesaid. If such taking does not render the Premises unsuitable for the business of the Lessee, then this lease shall continue Lessor E f:\ Lessee 9 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA I I in effect except that the minimum rent shall be reduced in the same proportion that the floor area of the Premises taken bears to the original floor area, and Lessor shall make all necessary repairs or alterations to the building in which Premises are located so as to constitute the portion of the building not taken a complete architectural unit, but such work shall not exceed the scope of the work to be done by Lessor in the originally constructed Premises, nor shall Lessor in any event be required to spend for such work an amount in excess of the amount awarded by the taking authority for the part of the Premises so taken. 18.2 Awards. All compensation awarded or paid upon such a total or partial taking of the Premises shall, to the extent not applied to the restoration of the Premises in accordance with this lease, be divided between Lessor and Lessee in proportion to the relative values of their fee and leasehold interests in the Premises as of the date of taking. Lessee shall not be entitled to any damages from Lessor for the unexpired portion of the term or extended term of this lease or injury to its leasehold interest. However, Lessee may pursue all available remedies for the taking but will have no interest in the award made to Lessor, except as otherwise provided for herein. Lessee shall also be entitled to claim, prove and receive in any condemnation proceedings such an award as may be allowed for loss of business, relocation costs, fixtures and other leasehold improvements installed by it. 19. DEFAULT. 19.1 Time is of the essence in the performance of this lease. Lessee will be deemed in default if: 19.1.1 Lessee fails to pay Rent on the day the payment is due and Rent, or any portion thereof, remains unpaid for five (5) days after written demand for payment is made by Lessor; or 19.1.2 Lessee fails to perform or observe any of Lessee's covenants, agreements or conditions of this lease other than the payment of Rent, for fifteen (15) days after written demand for performance by Lessor (or if such default cannot be cured within thirty (30) days, if Lessee does not begin curing the default within thirty (30) days after notice and diligently proceed in good faith to cure the default). 19.1.3 Lessee makes an assignment for the benefit of creditors, files a voluntary or is subject to an involuntary petition in bankruptcy or is adjudicated as bankrupt by any court and such adjudication is not vacated within 30 days or Lessee takes the benefit of any insolvency act, or Lessee is dissolved voluntarily or involuntarily or has a receiver of Lessee's property appointed in any proceeding other than in bankruptcy proceedings and such appointment is not vacated within 30 days after it has been made, and either of the foregoing are not cured for thirty (30) days after demand therefore by Lessor. 19.2 Notwithstanding anything in this agreement to the contrary, demand and notice pursuant to subsection 23.1 may be served by Lessor's by written notice to the Lessee at the address given for notice as provided herein. Such notice shall substantially conform to the notices attached as Exhibit A-1 and Exhibit A-2 hereto. 19.3 No default will be deemed waived by acceptance of Rent, whether or not Lessor has Lessor (; F\ Lessee 10 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA I I knowledge of the default, unless the waiver is expressed in writing and signed by Lessor. 20. REMEDIES OF LESSOR. 20.1 In the event of default by Lessee, Lessor will have the following cumulative rights, privileges, and options in addition to all other remedies now or hereafter provided by law: 20.1.1 To perform any act or do anything required under this lease to be performed by Lessee, and to recover the cost thereof from Lessee which shall be deemed Additional Rent subject to notice and cure provision herein. 20.1.2 To terminate the lease, re-enter, and relet the Premises for the account of Lessor. Lessor will be entitled to recover from Lessee all damages that result from Lessee's default. 20.1.3 To keep the lease in force, and to recover from Lessee the Rent and any other sum due from Lessee each month or less frequently at the election of Lessor, or to recover the entire sum due at the expiration of the term. Lessor shall be required to make a good faith effort to relet the premises. 20.1.4 To recover from Lessee all expenses including reasonable costs and charges for repairs to the premises, resulting from Lessee's tenancy and necessitated by Lessee's default (excluding normal wear and tear to the premises), which amounts will become due when incurred and will become payable to Lessor on demand. 20.1.5 To recover reasonable attorneys' fees and costs in connection with any action or proceeding to enforce this lease, whether or not the lease has been terminated, or to secure any rights due Lessor under this lease, whether or not any action was instituted. In any such action the prevailing party shall be entitled to its reasonable attorney's fees. 21. SURRENDER 21.1 If Lessee abandons the Premises before expiration ofthe term, Lessee will be deemed to have offered to terminate the lease in exchange for retention by Lessor of all prepaid Rent. If Lessor accepts the offer in writing, this lease will terminate and Lessee will have no further obligation to Lessor. 21.2 No action of Lessor, including but not limited to acceptance of keys from Lessee and preparations for reletting the Premises, will be construed to be an acceptance of Lessee's offer of surrender. 21.3 For purposes of this section, Lessee will be deemed to have abandoned the premises if Lessee is absent for more than 10 days and the Rent is unpaid for any portion of that time, or if Lessee is absent for more than 20 days although the Rent is fully paid. For purposes of this section, Lessee shall be deemed absent only if Lessee removes its personal property from the Premises and is not present for more than 10 days, however, Lessee shall not be deemed absent if Lessee closes for business and personal property remains on the Premises. Lessor (f Pi Lessee 11 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I I 22. CONSTRUCTIVE EVICTION. 22.1 Lessee shall not be entitled to claim a constructive eviction from the Premises unless Lessee shall have first notified Lessor in writing of the condition or conditions giving rise thereto and, if the complaints be justified, unless Lessor shall have failed to cure after having been afforded a reasonable time to do so, which in no event shall be less than thirty (30) days after receipt of written notification as provided herein. This thirty (30) day period shall be extended for such reasonable period of time as is necessary to cure the default, if the alleged default is not reasonably capable of cure within the thirty (30) day period and Lessor commences and continues diligently to cure said default. 23. LESSOR DEFAULT. 23.1 Lessor shall be in default under this lease if Lessor has not commenced and pursued with reasonable diligence the cure of any failure of Lessor to meet its obligations under this lease within thirty (30) days of the receipt by Lessor of written notice from Lessee of the alleged failure to perform (provided this thirty (30) day cure period shall be extended for such reasonable period of time as is necessary to cure the default, if the alleged default is not reasonably capable of cure within said thirty (30) day period and Lessor commences and continues to diligently cure the alleged default). Notwithstanding anything in this lease to the contrary, Lessor shall never be liable to Lessee in the event of a default by Lessor or otherwise under any provision of this lease for any loss of business or profits or other, special, incidental, indirect or consequential damages or for punitive or special damages of any kind. None of Lessor's officers, employees, agents, directors, shareholders, or partners shall ever have any personal liability to Lessee under or in connection with this lease. Lessee shall look solely to Lessor's estate and interest in the Premises for the satisfaction of any right or remedy of Lessee under this lease, or for the collection of any judgment (or other judicial process) requiring the payment of money by Lessor, and no other property or assets of Lessor or its principals shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Lessee's rights or remedies under this lease, the relationship of Lessor and Lessee under this lease, Lessee's use and occupancy of the Premises, or any other liability of Lessor to Lessee of whatever kind or nature. 24. CONSENT NOT UNREASONABLY WITHHELD. 24.1 Except as otherwise specifically provided, whenever consent or approval of Lessor or Lessee is required under the terms of this lease, such consent or approval shall not be unreasonable withheld or delayed. If either party withholds any consent or approval, such party shall on written request deliver to the other party a written statement giving the reasons therefor. 25. PARKING. 25.1 Lessee shall have the right to use the parking area adjacent to the building of which the leased Premises are a part without allocating spaces to the Lessee unless, in the sole discretion of Lessor, allocation and limit of number of spaces is necessary. 25.2 Further, Lessor may designate certain areas of the parking area or areas off site within Lessor E ~ Lessee 12 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA I I reasonable walking distance not to exceed two city blocks for use by employees of Lessee, which areas shall be used nonexclusively and shared with employees of other Lessees of the center. 25.3 Lessee and Lessee's agents and employees shall not solicit business in the parking or other common areas. 25.4 Lessor or Lessor's agents or assigns shall have the right to charge Lessee or Lessee's employees, agents, and invitees for the right to park in any parking area or parking garage and Lessee agrees that Lessor may assign such right, apart from Lessor's interest in this Lease or the Center, to any other entity or governmental parking authority. 26. JANITORIAL. 26.1 Lessee shall obtain and maintain janitorial services for the leased Premises at its own expense. 27. SIGNAGE. 27.1 Lessee, at Lessee's sole expense and with Lessor's prior written approval, shall have the right to erect and maintain a sign as may be architecturally compatible with the design of the center, provided it is placed in the area designated by Lessor and conforms with all governmental codes and regulations. Lessee shall be responsible for obtaining all required permits at its own expense. Existing signage shall also be subject to this provision. Lessee shall have no entitlement to monument signage at the entranceways or elsewhere on or about the center. 28. HAZARDOUS SUBSTANCES. 28.1 Lessee covenants and agrees that throughout the term of this lease no hazardous materials, defined as any waste materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any applicable local, state or federal law, rule, regulation, or order, will be used, generated, released, discharged, stored, disposed, or transported on or from the Premises, other than in strict compliance with all applicable federal, state and local laws, rules regulations and orders. 28.2 Lessee shall indemnify, defend, and hold Lessor harmless from and against 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 Lessor or any other person or party, and from and against any claims of third parties for loss, injury, expense, or damage arising out of the presence, release, or discharge of any hazardous waste as defined in subsection 34.1 on, under, in above, to or from the leased Premises. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity from or limitation of liability to which Lessee is entitled. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense Lessee may have under ~ 768.28, Florida Statutes and is not intended to or shall not be interpreted to alter the extent of Lessee's waiver of sovereign immunity under ~ 768.28. Lessor ~ f.\ Lessee 13 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I I 28.3 This section shall apply without regard to the term of this lease and shall specifically survive the termination of this lease. 29. ADDITIONAL BINDING PROVISIONS. 29.1 Lessor's Assignment. Notwithstanding anything in this lease to the contrary, Lessor shall have the unrestricted right of assigning this lease at any time, and in the event of such assignment, the Lessor shall be relieved of all liabilities hereunder. 29.2 Notices. All notices that either party desires or is required to give the other must be in writing and delivered by personal delivery or by certified or registered mail. Notices to Lessor must be delivered to Lessor's address shown in section 1.1 of this lease, and to Lessee at the Lessee's address shown in section 1.2 of this lease, with copy to: City Attorney, City of Clearwater, 112 S. Osceola Avenue, Clearwater, Florida, 33756-5103. Either party may change address for notification from time to time by giving written notice of the change, in writing, to the other party as provided for herein. 29.3 Attorneys Fees. In the event either party seeks to enforce or interpret the provisions of this lease by legal action or by advice from attorneys at law, then the prevailing party shall be entitled to its reasonable costs, expenses and attorney's fees whether occurring in connection with settlement, trial, appeal, bankruptcy or otherwise. 29.4 No Waiver; Accord and Satisfaction. The waiver by Lessor of any agreement, condition, or provision contained in this lease will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition, or provision contained in this lease, nor will any custom or practice that may grow up between the parties in the administration of the terms of this lease or between Lessor or any other party be construed to waive or to lessen the right of Lessor to insist upon the performance by Lessee in strict accordance with the terms of this lease. The consent or approval by Lessor to, or of, any act by Lessee requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act of Lessee. The subsequent acceptance of Rent by Lessor will not be deemed to be a waiver of any preceding breach by Lessee of any agreement, condition, or provision of this lease, other than the failure of Lessee to pay the particular Rent so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such Rent. No payment by Lessee or receipt by Lessor of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or payment of Rent shall be deemed an accord and satisfaction. Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of such installment or payment of Rent, or pursue any other remedies available to Lessor. 29.5 Applicable Law; Venue. This lease will be governed by the laws of Florida and shall be enforced in a court of competent jurisdiction in Pinellas County, Florida. 29.6 Captions. The captions and headings contained in this lease are for convenience only and will not be used to interpret or construe this lease. Lessor 6 Ii Lessee 14 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I I 29.7 Counterparts. This lease may be executed in several counterparts, all of which are to be considered one document, and anyone of which may be introduced into evidence without production of any other copy. 29.8 Entire Agreement. This lease sets out the entire agreement of the parties. There are no implied covenants or warranties except as expressly set forth herein. No agreement to modify this lease will be effective unless in writing and executed by the party against whom the modification is sought to be enforced. 29.9 Good Faith. This lease imposes on the parties the obligation of good faith in the observance and enforcement of its terms. 29.10 Gender and Number. Where the context requires, the masculine will include the feminine and neuter, the singular will include the plural, and vice versa. 29.11 Arms Length; Ambiguities. The parties acknowledge that all terms of this lease were and are negotiated at arm's length, and that each party was and is acting to protect its own interest. The terms and conditions of this lease are the product of mutual draftsmanship by all parties or their attorneys and any ambiguities in this lease or any documentation prepared pursuant to or in connection with this lease shall not be construed against any a party and for another party because of draftsmanship. 29.12 Parties Bound. This lease is binding on and inures to the benefit of the parties and their respective heirs, successors, and personal representatives. 29.13 References. Appendices to this lease, if not physically attached, are incorporated by reference when identified in this lease and initialed by the parties. 29.14 Severability. If any provision of this lease or its application to any person or circumstance is declared invalid or unenforceable, the remainder of this lease will not be affected but will be enforced to the extent permitted by law. 29.15 Time of the Essence. Time is of the essence in the performance of this lease. 29.16 Radon Notification. This clause does not represent a part of the agreement between Lessee and Lessor but is included in this Lease for the sole purpose of complying with Section 404.056 of Florida Statutes which requires that any rental agreement for any building contain the following notification: "RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." EXECUTED at Clearwater, Florida on ~ &(J"-2.- t:; 2W? [SIGNATURE PAGE FOllOWS] ~ Lessor <5 A Lessee 15 NICKOLAS C. EKONOMIDES, PA CLEARWATER FLORIDA I I B.J.E., INC. ~~A~ By: Elias Anastasopoulos -7 Its: President STATE OF FLORIDA ) COUNTY OF PINELLAS ) . The foregoing instrument was acknowledged before me this / b -J:1-.day of () /. Q" A , 200 L/, by 6/10--' ,<}nti-l .l~ 1"..-le5 ..w,ho ~ DerSQnill~nQWC1 to me. ~ "'~,",,-Y.".IIi',, .ratrlCUl J. t;eelCm ~:~~.~:-== Com!1'ission #DD280305 -:''';'. ~'I~ Exprres: Feb 15,2008 '-,~~ 0; f\.~", Bonded.Thru """ \ \ Atlantic Bondmg Co.. Inc. CITY OF CLEARWATER, FLORIDA By&~,,^-8. ~ -rr: Wil iam B. Horne II City Manager c... Laura Li wski Assista t City Attorney , 20uf-, known to me. t1-'t PiJ. Denise A. Wilson lf9\\. ~ commisSion # 00296233 ~. \); Expires June 18, 2008 7019 '1~ OF ",<1" IOlldtdTlar FIift. --.1nC. ~ STATE OF FLORIDA ) COUNTY OF PINELLAS ) D,/ The foregoing instrument was acknowledged before me this / t. day of 20-.:r, by WILLIAM B. HORNE II, City Manager of the City of Clearwater, who is persona ~iid)~ Notary Public ~~ Deni88 A. Wilson f c; Commission # 00296233 ,..... '\).11 Expires June 18, 2008 - ~ Qr ~'IanclIclTlar I'iMlI.1-. InC. llQ048I.7010 Lessor Go ~ Lessee 16 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I I EXHIBIT "A-1" NOTICE TO LESSEE TO PAY OR QUIT DATE: TO: (Lessee and address of leased Premises) and UNKNOWN OCCUPANTS YOU ARE HEREBY NOTIFIED that you are indebted to the Lessor in the amount of $ for rent, maintenance, taxes and for your use and occupancy of the above-captioned Premises known as (Lessee and address of leased Premises) and located in Pinellas County, Florida. The Lessor hereby demands that you pay the amount due or give up possession within three days from the date of this notice. Make payment to ......................., at (Lessor's address). If legal action is initiated against you, you may be held liable for attorneys' fees and court costs. If the Lessor re-enters the Premises, such re-entry is in an attempt to mitigate damages. Neither re- entry nor acceptance of the keys to the Premises by the Lessor shall constitute a rescission of the lease or an acceptance of surrender of the leasehold estate created thereby. This notice is given to you pursuant to your lease and occupancy of the above-referenced Premises. I HEREBY CERTIFY that the original above Notice to Lessee to Payor Quit has been posted to the above address on time: (Agent of lessor or lessor and lessor's address and phone) Lessor ~ Lessee 17 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I I EXHIBIT "A-2" NOTICE TO LESSEE TO CURE OR QUIT DATE: TO: (Lessee and address of leased Premises) and UNKNOWN OCCUPANTS YOU ARE HEREBY NOTIFIED that you have violated your lease due to: If you do not cure the non-compliance or give over possession of the Premises to the Lessor within the time period required by the lease, or if the lease is silent on the matter, within fifteen (15) days, you will be in default thereof and legal action will be commenced to protect our interests. If legal action is initiated against you, you may be held liable for attorneys' fees and court costs. If the Lessor re-enters the Premises, such re-entry is in an attempt to mitigate damages. Neither re- entry nor acceptance of the keys to the Premises by the Lessor shall constitute a rescission of the lease or an acceptance of surrender of the leasehold estate created thereby. This notice is given to you pursuant to your lease and occupancy of the above-referenced Premises. I HEREBY CERTIFY that the original above Notice to Lessee to Cure or Quit has been posted to the above address on time: (Agent of lessor or lessor and lessor's address and phone) Lessor <f: ~ Lessee 18 NICKOLAS C. EKONOMIDES, P.A. CLEARWATER FLORIDA I''''__.~ ~ v. ...,'lIlJI.......rJ~L.lL..v.. n. \. nf\J I' ,_ I IIQV.,) r-.'Qt.K./~~ I , PosT omO: Box 4748, CWRW61'E11t PIDIICo\ 3' T!II.ItICM (?27) 562-4750 rNf. (727) S ~, ".nt.1 C I T Y 0 FC LEA R September 2. 2004 Mr. Steve Spencer Spencer & Assooiate8 Architects. Inc. 1215 S. Myrtle Avenue Clearwater. Florida 33756 Re: Pelican Walk Libl"8ry Dear Steve: This Jetter is to acknowledge the receipt of structural plsns McCarthy & AssocI8teS. Inc. to reinforce the second floor space to by the City's beach library in PaRcan Walk. Staff has reviewed th cona.ns that this design win provide for 1118 necessary 125 pound foot live load. Based on this review you may proceed with p constrUCtion. Should yolJ need additional infonnatlon, you can call me at 562-474- Sincerely, A t. ~A~ Michael O. Quilten, P.E. City Engineer cc: Garry Bn.tmb8ck. Assistant City Manager Pam AkIn, City Attorney Mahshld Arasteh, Public Worb Admininator John SabO, Library Director EXHIBIT "B" 1:II.VloC~,\Iff;'MA\f"" \ fll..JUI'WI", Col~" . ~EQl"L EMrLOYMIlNl' N'P N.'llM4lM AL."fIOtI E/llrLOtEIW BlllA.of J. A\'f/CIo"f, MIo_ . . .~ .. ...,'.. ,,' HOn' HMcLiUI'. CU\1Joj( CdIDlA. Pftftl't". COt Ul51 j' . .. . -........ ... - ---- OCT-11-2004(WON) 13:15 NICKo..AS C. EKCNlMlDES P. A. (FAX)7274471035 P.OO1/002 I , RI!CEIVED (leT -11 2004 ...~ n'v ATTORNEY NICKOLAS C. EKONOM1DES~ P.A. 791 Buyway Boulevard Clearwater, Florida 33767 Ph: 727-447-1075 Fax:727~7-1035 Fax Transmittal Cover Shcc:l Pages: October 11. 2004 Y (including cover sheet) Dale:: To: Laura Burkess Fax Number: 727-562-4021 From; Patricia Ceelen Subj eel: NICKOLAS C. EKONOMlDES, P.A. Library Lease Of: Mcs~agc: Attached please find a copy of the September 2, 2004, correspondence froIll Steve Spencer, Spencer It. Associates Architects, Inc., in response to your request to produce Exlubit B for the above-captioncd. It appears that the City of Clearwater bas already approved the "Plans for Improvement to the Beach Library: Thank you. _ Please sign and return ---Jot your review and comDlcmts _ Please can me ..L For your inCOl1nutioIl _ No actillD required _ As you requested Ple:a$C call Patricia at (727) 447.1075 jf all pages are not received. OONFlnF.NTIAIJTY NOTE THE INFORMATION CONTAINED IN nilS FACSIMILE MESSAGE MAY BE lI!GAll Y PRMLEGED AND CONFIDENTIAL, INTENDED ONL. Y fOR. THE US~ OF n4S ABOVE NAMED INDIVIDUAL. OR BNTrrY. IF THF. READER OF THIS MESSAGE IS NOT THE INTENDED REC1P1EIIIT. YOU ARE HEREBY 1l101lFIED TIlAT ANY DISSEMINATION, DISTRlBurtON, Ok COPYING OF TIllS TELECOl'V IS STRICTLY PROHIBITeD. IF YOU HAVE RECEJVEDTHIS TBLECOI'Y IN ERROR-PLEASE IMMEDlATELYNOTtfY US BY CALUNG COllECf (727) 447.1075, AND RE'IURN TIlE OIUOlNAL MESSAGE Tg,tJS ATnlE ADDRESS NOTED ABOVG BY THE UNITED STATES POSTAL SERVICE. 1lIANK you. Hard copy _ witl L will DOl follow.