BUSINESS LEASE CONTRACT (2)BUSINESS LEASE CONTRACT
THIS LEASE CONTRACT, entered into this 3 2'`� day of ��� , 2012,
("Effective Date") between the CITY OF CLEARWATER, FLORIDA, a Florida unicipal corporation,
having its principal place of business at 112 South Osceola Avenue, Clearwater, FL. 33756, as
Lessor, and CLEARWATER MARINE AQUARIUM, INC, a Florida non-profit corporation, having its
principal place of business at 249 Windward Passage, Clearwater, FL 33767, as Lessee (each
individually referred to herein as "Party" or collectively as the "Parties").
WITNESSETH:
WHEREAS, Lessee Currently occupies space in Harborview Center by virtue of that certain Business
Lease Contract with Lessor dated September 12, 2011; and,
WHEREAS, Lessee desires to occupy additional space in Harborview Center for use as storage;
NOW, THEREFORE, the Parties in consideration of the undertakings, promises and agreements
herein contained, agree and covenant with each other as follows:
That Lessor does lease and Lessee agrees to lease the following premises, a portion of what
is commonly known as the "Harborview Center" addressed at 320 Cleveland Street, Clearwater,
Florida, all being more specifically described as follows:
A portion of the first (or "bottom") floor of the Harborview Center, depicted in Exhibit "A"
and Exhibit "A-1" attached hereto and by this reference, made a part hereof, containing
5,314 square feet, more or less, of interior floor area, measured to the unfinished interior
surFaces of its perimeter walls, which is a portion of:
EDWARD MILL'S SUBDIVISION, Lot 3 Less Street, and Lots 4 and 5, ROMPON'S &
BASKINS CORRECTED MAP OF CAUSEWAY BUSINESS DISTRICT, as recorded in
Plat Book 57, Pages 1 and 2 of the public records of Pinellas County, Florida, and part
of SUNSET COURT, all described as beginning at the Northeast corner of Block 1 of
aforesaid ROMPON'S & BASKIN'S CORRECTED MAP OF CAUSEWAY BUSINESS
DISTRICT; thence South 224.38 feet; thence West 566.62 feet; thence along the arc of
a curve to the right, 197.75 feet; radius 679.20 feet, cord bearing N82°W, 197.10 feet;
thence N05°W, 189.48 feet; thenceNO3°West, 171.34 feet; thence along the arc of a
curve to the right, 84.23 feet, radius 743.35 feet, cord bearing NO3°E, 84.18 feet; thence
East, 422.97 feet; thence along the arc of a curve to the right, 67.22 feet, radius 163.84
feet, cord bearing N60°E, 66.75 feet; thence South100.31 feet; thence East 291.48 feet;
thence South 183.27 feet to the point of beginning.
Such property shall hereinafter be referred to as the "Leased Premises" or the "Demised
Premises" or the "Leased Property."
1. APPROVAL BY THE LESSOR
This Business Lease Contract ("Lease") shall be effective upon execution by Lessee and the
City Manager of the City of Clearwater, Florida, however is expressly subject to ratification and
approval by the City Council (Council) at its next available duly organized meeting. If Council
approves and ratifies the Lease, then the Lease will continue in full force and effect in accordance
with the terms and conditions contained herein. If Council denies the Lease, then this Lease will
immediately be terminated immediately, and null and void in its entiriety, but for terms expressly
intended to survive termination. Lessor will vacate the Leased Premises immediately and remove all
personal property within one week of the Council's denial of this Business Lease Contract.
2. LEASE TERM.
Subject to Council ratification and approval, the term of this Lease shall commence upon
Lessee satisfying certain conditions precedent to occupation of the Leased Premises as set forth
herein and after execution by all Parties hereto, and shall continue until midnight on the 31st day of
October, 2012 (herein called the "Initial Term"). The Lessee shall have the option to extend the term
of this Lease for one (1) successive period of twelve (12) months; and thereafter, one (1) successive
period of six (6) months (each such period is included in the term "Extended Term"). No such
renewal or extension shall be deemed a waiver by Lessor of any breach or default which may then
exist. The extended term shall be upon the same conditions and terms, and the rent shall be
determined and payable, as provided in this agreement, except that there shall be no privilege to
extend the term beyond the expiration of the Extended Term period as hereinabove specified. The
Lessee shall exercise the option for an Extended Term by notifying the Lessor in writing at least two
(2) calendar months prior to the expiration of the then current term. Upon such exercise, this Lease
shall be deemed to be extended without the execution of any further lease or other instrument.
3. RENT.
The Lessee, may occupy only that portion of the Leased Premises depicted in Exhibit "A-1 ",
attached hereto and incorporated herein, until such time as the Necessary Improveme�nts (as defined
in paragraph 4) have been completed and a Certificate of Occupancy issued by the Building
Department of the City of Clearwater. Lessee agrees to pay and the Lessor agrees to accept as
"Rent" during the initial term of this Lease the annual sum of Six Thousand Two Hundred Forty and
00/100 Dollars ($6,240.00) for that portion of the Leased Premises depicted in Exhibit "A-1 ". Upon
issuance of the Certificate of Occupancy for the remaining portion of the Leased Premises as
depicted in Exhibit "A", Lessee may occupy said premises and agrees to pay a total annual sum of
Twenty-One Thousand Two Hundred Fifty-Six Dollars ($21,256.00) total for the Leased Premises
depicted in Exhibits "A" and "A-1 ". All Rents due are payable monthly, prior to the first day of each
month the first such installment being payable prior to Lessee's occupancy. If Lessee's first day of
occupancy does not fall on the first day of a month, Lessee will pay in advance of that partial month,
beginning with the day of occupancy, a rate of Seventeen and 00/100 Dollars ($17.00) per day for
occupancy of the space depicted in Exhibit "A-1" and Fifty-Eight and 00/100 Dollars ($58.00) per day
commencing with Lessee's occupancy of space depicted in Exhibits "A" and "A-1" for the remainder
of said month. All subsequent payments shall be paid with monthly installments being payable in
advance at the beginning of each successive monthly rental period thereafter. Lessee covenants with
Lessor that Lessee shall unequivocally, timely and without reservation or exception, full comply with
all the provisions hereof, and the obligations imposed herein. Lessee's failure to timely comply with
any or all of the provisions hereof shall be deemed a material default and subject to provisions of
Paragraph 20. DEFAULT; REMEDIES; TERMINATION BY LESSOR. Lessee acknowledges that in
addition to those costs specifically set out herein, Lessee shall be responsible for any and all direct
costs resulting from, or incident to, its occupation hereunder. In no event shall Lessor be responsible
for any costs directly resulting from Lessee's occupation and use as provided for herein.
Page 2 of 12
4. IMPROVEMENTS TO PROPERTY BY LESSOR.
Lessee agrees to pay Lessor to make repairs and improvements necessary for Lessee's
occupancy (herein called "Necessary Improvements") to that portion of the Leased Property depicted
in Exhibit "A" attached hereto. The total cost of Necessary Improvements is estimated at Two
Thousand and 00/100 Dollars ($2,000). Following completion of the Necessary Improvements by
Lessor and prior to occupancy by Lessee, Lessee will reimburse Lessor for actual costs of
constructing the Necessary Improvements as evidenced by an invoice or invoices. Necessary
Improvements are listed below:
• Firewall rated at 2 hours to be constructed at the end of the southwest hallway to secure
the area from the rest of the building
• Firewall rated at 2 hours to be constructed in the hallway (define?) above the former
office space
• Doors and associated hardware will be installed as determined necessary by Lessor.
5� DI � V�IINDOWS TO BE COV�2ED BY SE�E_ ,�,��
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Lessee ma y�o in dows in t he Lease d Premises� a l a n d m e t h o d u s e d b y L e s s e e t o c o v e r
the windows shall be approved by Lessor, and shall be in accordance with City of Clearwater Code of
Ordinae�e��Upon termination of this Lease, said window coverings shall be removed and the
window� re red to the condition which existed prior to Lessee's occupancy of the Leased Premises.
6. USE OF PREMISES.
The premises are leased to Lessee solely for the following uses and no other use can be made
of the premises during the term without the written consent of the Lessor: The Leased Property shall
be used for storage of items associated with general business activities of the Clearwater Marine
Aquarium .
6. UTILITIES.
Water, sewer, electric and all other utilities of any kind shall be billed directly to Lessee and are
or shall be individually metered for the subject premises. All deposits for such utilities shall be the
sole responsibility of Lessee. The Lessee acknowledges that only the Leased Premises area
depicted in Exhibit "A-1" is air conditioned and that the Leased Premises area depicted in Exhibit "A"
is not air conditioned. The Lessee accepts these existing conditions and Lessor shall have no
obligation to make any improvements whatsoever.
8. MAINTENANCE AND TAXES.
Other than Lessor's Necessary Improvements , as expressly provided for herein, Lessee shall,
at its own expense, maintain in good repair and in good and safe condition all improvements on,
about and within the Leased Premises, incl ding, but without limiting the generality of the foregoing,
all structural improve nt i t oof, doors, plate glass, windows and their respective
hardware, all plumbin d electrical fixtures, regardless of how the necessity or
desirability of repairs may occur, and hether or not required by wear and tear, obsolescence,
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accidents or otherwise. Except as may be otherwise provided for in this Lease, Lessor has no
obligations to make repairs on, about or within the Leased Premises, or to paint, decorate or
redecorate same. Lessee shall be responsible for all real and personal property taxes as may be
assessed specifically applied against the Leased Premises during the lease term, and shall promptly
pay same when due.
9. OBSERVANCE OF LAWS AND ORDINANCES.
Lessee agrees to observe, comply with and execute promptly at its expense during the term
hereof, all laws, rules, requirements, orders, directives, codes, ordinances and regulations of
governmental authorities and agencies and of insurance carriers which relate to its use or occupancy
of the Demised Premises.
10. ASSIGNMENT OR SUBLEASE.
Lessee shall not, without first obtaining the written consent of Lessor, assign, mortgage,
pledge, or encumber this Lease, in whole or in part, or sublet the premises or any part thereof.
Lessor may refuse such consent to sublet in its sole discretion. This covenant shall be binding on the
legal representatives of Lessee, and on every person to whom Lessee's interest under this Lease
passes by operation of law, but it shall not apply to an assignment or subletting to the parent or
subsidiary of a corporate lessee or to a transfer of the leasehold interest occasioned by a
consolidation or merger involving such lessee.
If the premises are sublet or occupied by anyone other than Lessee, and Lessee is in default
hereunder, or if this Lease is assigned by Lessee, Lessor may collect rent from the assignee,
subtenant, or occupant, and apply the net amount collected to the rent herein reserved. No such
collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the
acceptance of such assignee, subtenant, or occupant as Lessee, or a release of Lessee from further
perFormance of the covenants herein contained.
11. ALTERATIONS AND IMPROVEMENTS.
Other than as expressly provided for herein, the Lessee shall not make any structural
alterations or modifications or improvements which are part of the Leased Property without the
written consent of the Lessor, and any such modifications or additions to said property shall become
the property of the Lessor upon the termination of this Lease or, at Lessor's option, the Lessee shall
restore the Leased Property at Lessee's expense to its original condition. The restrictions of this
paragraph shall not apply to maintenance of the Leased Property, but shall apply to any change
which changes the architecture or purpose of the property or which changes any of the interior walls
of the improvements or which annexes a fixture to any part of the Leased Property which cannot be
removed without damage thereto. In the event Lessee desires to make any alterations or
modifications, written notice shall be given to the Lessor. Unless the Lessor objects to such
proposals by notice to Lessee within twenty (20) days after written notice from Lessee, the proposal
shall be deemed approved. Lessee shall have no power or authority to permit mechanics' or
materialmen's liens to be placed upon the Leased Property in connection with maintenance,
alterations or modifications. Lessee shall, within fifteen (15) days after notice from Lessor, discharge
any mechanic's liens for materials or labor claimed to have been furnished to the premises on
Lessee's behalf. Not later than the last day of the term Lessee shall, at Lessee's expense, remove all
of Lessee's personal property and those improvements made by Lessee which have not become the
Page 4 of 12
property of Lessor, including trade fixtures and the like. All property remaining on the premises after
the last day of the term of this Lease shall be conclusively deemed abandoned and may be removed
by Lessor and Lessee shall reimburse Lessor for the cost of such removal. The Parties hereto
acknowledge and agree that it is the Lessee's intent to apply immediate improvements to the
premises to render the Demised Premises useable for Lessee's purposes. Lessee shall provide
detailed written notice of said improvements which are additional to Lessor's Necessary
Improvements, and seek Lessor's approval as provided for in this paragraph, prior to proceeding to
install same. In no event shall Lessor be liable to reimburse Lessee for such improvements.
12. RISK OF LOSS.
All personal property placed or moved in the premises shall be at the risk of the Lessee or
owner thereof. Lessee acknowledges that Lessor will not insure Lesee's personal property. 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 for any loss or damage resulting to the Lessee or its
property from bursting, stopped up or leaking water, gas, sewer or steam pipes.
13. RIGHT OF ENTRY.
The Lessor, or any of its agents, shall have the right to enter said premises during all
reasonable hours, to examine the same to make such repairs, additions or alterations as may be
deemed necessary for the safety, comfort, or preservation thereof. Should Lessee default in any of
its maintenance responsibilities as heretofore provided, all costs and charges for which Lessor shall
invoice to Lessee for reimbursement shall be paid within 15 days following receipt. The right of entry
shall likewise exist for the purpose of removing placards, signs, fixtures, alterations or additions,
which do not conform to this agreement.
14. RESTORING PREMISES TO ORIGINAL CONDITION.
In addition to the Necessary Improvements provided for herein, Lessee acknowledges and
represents that the premises leased are in need of certain improvements for which Lessee shall
submit written notice in accordance with Paragraph 11 herein, seeking approval of Lessor to conduct
and install such improvements. Lessee's acceptance or occupancy of the Leased Premises shall
constitute recognition of such condition. Lessee hereby accepts the premises in the "AS IS
CONDITION" they are in at the beginning of this Lease and agrees to maintain said premises in the
same condition, order and repair as they are at the commencement of said term, and to return the
premises to their original condition at the expiration of the term, excepting only reasonable wear and
tear arising from the use thereof under this agreement. The Lessee agrees to compensate and
reimburse said Lessor immediately upon demand, any damage to water apparatus, or electric lights
or any fixture, appliances or appurtenances of said premises, or of the walls or the building caused
by any act or neglect of Lessee or of any person or persons in the employ or under the control of the
Lessee should Lessee fail for any reason to remedy or repair such damage immediately upon
demand.
15. INSURANCE.
Page 5 of 12
Lessee agrees to provide at its sole cost and expense the following policy or policies of
insurance through firms authorized to provide such insurance within the State of Florida:
a. Insurance
The applicant shall furnish, pay for, and maintain during the life of the contract with the City the
following liability coverage:
Comprehensive General Liability Insurance on an "occurrence" basis in an amount
not less than $1,000,000 combined single-limit Bodily Injury Liability and Property
Damage Liability, with explosion exclusion removed.
2. Business Automobile Liability insurance in the amount of at least $1,000,000,
providing Bodily Injury Liability and Property Damage Liability.
3. Workers' Compensation Insurance applicable to its employees for statutory
coverage limits, and Employers' Liability which meets all applicable state and federal
laws.
b. Additional lnsured
The City is to be specifically included as an additional insured on all liability coverage shown in
sections 1 and 2 described above.
c. Notice of Cancellation or Restriction
All policies of insurance must be endorsed to provide the City with thirty (30) days' notice of
cancellation or restriction.
d. Certificates of Insurance/Certified Copies of Policies
Prior to commencement of the Lease, the applicant shall provide the City with a
certificate or certificates of insurance showing the existence of the coverage as required by
this Lease. The applicant will maintain this coverage with a current certificate or certificates of
insurance throughout the term stated in the proposal. When specifically requested by the City
in writing, the applicant will provide the City with certified copies of all policies of insurance as
required above. New certificates and new certified copies of policies (if certified copies of
policies are requested) shall be provided to the City whenever any policy is renewed, revised,
or obtained from other insurers.
e. The certificates and/or certified policies shall be sent or delivered to the Risk Manager and
addressed to: The address where such certificates and certified policies shall be sent or
delivered as follows:
City of Clearwater
P.O. Box 4748
Page 6 of 12
Clearwater, FL 33758-4748
16. Radon Gas Notification, as required by Florida Statute 404.056(5) is to be
inserted in all contracts for sale, purchase or rental of real property.
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
unit.
17. DESTRUCTION OF PREMISES.
In the event that the building should be partially or totally destroyed by fire, earthquake,
hurricane or other natural cause, the Lessor shall have no obligation whatsoever to repair or rebuild
the Premises.
Lessee may either terminate the Lease or undertake to rebuild or repair at Lessee's expense,
in Lessee's sole discretion. Lessee may terminate the Lease from the date of occurrence of such
event through the remainder of the term. If Lessee elects to continue in occupancy and pursue
repair and rebuild of the Premises, Lessee shall restore the Premises to a condition as near as
practicable to the condition prior to the event. In no event shall the destruction of the Premises relieve
the Lessee of its obligation to reimburse Lessor for Necessary Improvements which have already
been made.
18. RESERVATION BY LESSOR.
Throughout the term hereof Lessor reserves unto itself during and throughout certain
scheduled public events, including but not limited to those set forth below, within Coachman Park and
its environs, the exclusive right and privilege of full and unimpeded use of all parking within the
Demised Premises together with ingress and egress thereto.
• Superboat Offshore National Championship — September 29t" through October 2nd
• Hispanic Heritage Festival — October 10fn
• Clearwater Jazz Holiday — October 14t" through October 17tn
• Christmas Under The Oaks — November 13t" and November 14tn
Otherwise, Lessee shall have non-exclusive use of the public parking lots to the Nortfi and West of
the Leased Premises, without charge, on a first-come, first-served basis.
19. SUBORDINATION.
This Lease and the rights of the Lessee hereunder are hereby made subject and subordinate
to all bona fide mortgages or other instruments of security now or hereafter placed upon the said
premises by the Lessor provided, however, that such mortgages and other instruments of security will
not cover the equipment and furniture or furnishings on the premises owned by the Lessee. The
Lessee further agrees to execute any instrument of subordination which might be required by
mortgagee of the Lessor.
Page 7 of 12
20. DEFAULT; REMEDIES; TERMINATION BY LESSOR.
(a) Lessee further covenants that if the Lessee shall violate or default upon any of the
covenants, provisions, terms, conditions and obligations imposed on Lessee upon entering into this
Lease, and shall fail to correct such violation or default within fifteen (15) days after a written request
by the Lessor to do so, then the Lessor may, at its option, deem this Lease terminated, and Lessee
shall become a tenant at sufferance, and the Lessor shall be entitled to obtain possession of the
premises as provided by law.
(b) In case the Leased Property shall be abandoned, as such term is defined by Florida
Statutes, the Lessor, after written notice as provided by Florida Statutes to the Lessee, Lessor may
(i) re-enter the premises as the agent of the Lessee, either by force or otherwise, without being liable
to any prosecution or claim therefore, and may relet the Leased Property as the agent of the Lessee
and receive the rent therefore and apply the same to the payment of such expenses as Lessor may
have incurred in connection with the recovery of possession, reduction, refurbishing or otherwise
changing or preparing for reletting, including brokerage and reasonable attorneys fees. Thereafter, it
shall be applied to the payment of damages in amounts equal to the rent hereunder and to the cost
and expenses of performance of the other covenants of Lessee as provided herein; or (ii) the Lessor
may, at its option, terminate this Lease by giving the Lessee fifteen (15) days written notice of such
intention served upon the Lessee or left upon the Leased Property, and the term hereof shall
absolutely expire and terminate immediately upon the expiration of said fifteen (15) day period, but
the Lessee shall nevertheless and thereafter be liable to the Lessor for any deficiency between the
rent due hereunder for the balance of the term of this Lease and the rent actually received by Lessor
from the Leased Property for the balance of said term.
(c) Lessor, at its option, may terminate this Lease as for a default upon the occurrence of any
or all of the following events: an assignment by Lessee for the benefit of creditors; or the filing of a
voluntary or involuntary petition by or against Lessee under any law for the purpose of adjudicating
Lessee bankrupt; or for reorganization, dissolution, or arrangement on account of or to prevent
bankruptcy or insolvency; or the appointment of a receiver of the assets of Lessee; or the bankruptcy
of the Lessee. Each of the foregoing events shall constitute a material default by Lessee and breach
of this Lease.
(d) Lessor, at its option, may terminate this Lease in the event the City Council determines at
a duly constituted City Council meeting that the Leased Premises are needed for other municipal
purposes and serves Lessee with sixty (60) days notice of such intended use.
(e) Both the Lessor and Lessee shall be entitled to all remedies as provided by law.
21. TERMINATION BY LESSEE
Lessee may terminate this Lease anytime during the Initial Term or Extended Term of this
Lease upon thirty (30) days written notice to Lessor.
Page 8 of 12
22. MISCELLANEOUS.
(a) 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.
(b) This contract shall bind the Lessor and its assigns or successors, and the Lessee and
assigns and successors of the Lessee.
(c) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein.
(d) It is understood and agreed befinreen the parties hereto that written notice sent by certified
or registered mail, overnight/express carrier with signature required, or hand delivered to the
premises leased hereunder, shall constitute sufficient notice to the Lessee, and written notice sent by
certified or registered mail, overnight/express carrier with signature required, or hand delivered to the
office of the Lessor shall constitute sufficient notice to the Lessor, to comply with the terms of this
contract.
(e) The rights of the Lessor under the foregoing shall be cumulative, and failure on the part of
the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the said
rights.
(fl It is hereby understood and agreed that Lessee shall use no signs in connection with the
premises hereunder, except as same shall comply with provisions of Article 3, Division 18 of the City
of Clearwater Land Development Regulations, as may be amended from time to time, and other
applicable law, and such signs as Lessee may place inside the building, which signs shall be subject
to the prior approval of the Lessor.
(g) It is understood that no representations or promises shall be binding on the parties hereto
except those representations and promises contained herein or in some future writing signed by the
party making such representations or promises.
23. ESTOPPEL LETTER.
In the event Lessor shall obtain a loan from an institutional lender,
a requirement of such loan, the Lessee agrees to execute an estoppel
verifying the standing of the Lease, the terms thereof, and all amounts
other matters as may be reasonably requested.
24. INDEMNIFICATION.
and if the following shall be
letter in favor of the lender
paid thereunder and such
The Lessee shall indemnify the Lessor against all liabilities, expenses and losses incurred by
the Lessor arising out of or related to the Leased Premises or Lessee's use or occupancy thereof, to
include but not being limited to (a) failure by the Lessee, or its agents, to perForm any provision, term,
covenant or agreement required to be performed by the Lessee under this agreement; (b) any
occurrence, injury or personal or property damage which shall happen in or about the Leased
Property or appurtenances resulting from the condition, maintenance, construction on or of the
Page 9 of 12
operation of the Leased Property; (c) failure to comply with any requirements of any governmental
authority or insurance company insuring the Leased Property or its contents; (d) any security
agreement, conditional bill of sale or chattel mortgage or mechanic's lien connected with Lessee, its
obligations or operations, filed against the Leased Property, fixtures, equipment or personalty therein;
and (e) any construction, work, alterations or improvements by Lessee on the Leased Property.
Such indemnification shall include reasonable attorney's fees for all proceedings, trials and appeals
and shall survive termination of this Lease.
25. "AS IS" CONDITION.
Lessee accepts the Leased Premises on an "as is" basis and Lessor shall have no obligation
to improve or remodel the Leased Premises other than as specified in paragraph 4 above.
26. CONSTRUCTIVE EVICTION.
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 within a reasonable time after receipt of such
notice to remedy such conditions.
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Lessee shall either obtain or perForm janitorial services for the Leased Premises at its
expense.
28. SEVERANCE.
The invalidity or unenforceability of any portion of this Lease shall in nowise affect the
remaining provisions and portions hereof.
29. CAPTIONS.
The paragraph captions used throughout this Lease are for the purpose of reference only and
are not to be considered in the construction of this Lease or in the interpretation of the rights or
obligations of the parties hereto.
30. NO HAZARDOUS MATERIALS.
The Lessee herewith covenants and agrees that no hazardous materials, hazardous waste, or
other hazardous substances will be used, handled, stored or otherwise placed upon the property or,
in the alternative, that such materials, wastes or substances may be located on the property, only
upon the prior written consent of the Lessor hereunder, and only in strict accord and compliance with
any and all applicable state and federal laws and ordinances. In the event such materials are
utilized, handled, stored or otherwise placed upon the property, Lessee expressly herewith agrees to
indemnify and hold Lessor harmless from any and all costs incurred by Lessor or damages as may
be assessed against Lessor in connection with or otherwise relating to said hazardous materials,
wastes or substances at anytime, without regard to the term of this Lease. This provision shall
survive the termination of this Agreement.
Page 10 of 12
31. CONFORMANCE WITH LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the life of this
Contract.
32. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then the
parties agree that each party shall bear its own attorney fees and costs.
33. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract; any action brought by either party
shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
AS TO LESSEE:
AS TO LESSOR:
CLEARWATER MARINE AQUARIUM, INC.
By:
David
:
Frank
, Executive Vice President
CITY OF C�ARWATER, FL.ORIDA
BY: \
William B. Horne 11�6.�ty Manager
ATTEST:
Rosemarie Call, City Clerk
Page 11 of 12
Countersigned:
— �P�Or1c n C�t��S
George N. Cretekos, Mayor
Approved as to form:
U 1-
Laura Lipowski Mahony, As stant City Attorney
CITY OF CLEARWATER, FLORIDA
By: � -
William B. Horne II, City Manager
Attest:
Page 12 of 12
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ACORD� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY)
6/25/2012
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER NAMEAC Lisa Fanning
BB&T - Iler Wall & Shonter PHONE 727 327-7070 aC, No : 8886328451
A/C, No Ext :
12485 - 28th Street North E-MAIL
ADDRESS:
Saint Petersburg, FL 33716
INSURER(S) AFFORDING COVERAGE NAIC #
727 327-7070 iNSURERA: FFVA Mutual Insurance Company 10385
INSURED INSURER B: OW11@�S I11SUI'811C@ COfllp811�/ 32700
Clearwater Marine Aquarium Inc
INSURER C :
249 Windward Passage ---- - -----
Clearwater, FL 33767 iNSUReR o: _ _ _ _
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TRR TYPE OF INSURANCE NSR VWD POLICY NUMBER MM/DDY� MM/DDY� � LIMITS
� �� GENERAL LIABILITY EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY PREMISES Ea occu D nce $
CLAIMS-MADE � OCCUR MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERALAGGREGATE $
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $
POLICY � ECT ��C $ -- -----
---� ----�----�--- --" — – – �- COMBWEDSINGIELIMIT
B AUTOMOBILE LIABILITY 4857348300 9/30/2011 09/30/201 ea accident _ g1,000�000 __
___ --
ANY AUTO BODILY INJURY (Per person) $_ _____
ALL OWNED X SCHEDULED BODILY INJURY (Per accident) $
AUTOS AUTOS
X HIREDAUTOS x NON-OWNED Per�acc,denDAMAGE $
AUTOS
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED RETENTION $ $ —
A� WORKERSCOMPENSATION WC84000218892012A 4/01/2012 04/01/201 X W� y ATU- OTH- —
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Y� N E.L. EACH ACCIDENT $SOO�OOO
OFFICER/MEMBER EXCLUDED? � N / A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $�J0�,�00
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $rJOO,OOO
DESCRiPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 107, Additfonal Remarks Schedule, if more space Is required)
City of Clearwater is listed as Additional Insured.
Clt of Clearwater SHOULD ANY OP THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
P.O. Box 4748 ACCORDANCE WITH THE POLICY PROVISIONS.
Clearwater, FL 33758
AUTHORIZED REPRESENTATIVE
��' � �''1---
O 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD __
,.�"� ur iu: tsK
'`��_°-R° CERTIFICATE OF LIABILITY INSURANCE DATE�MMlDD1YWY)
06/26/12
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate dces not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER 727-447-6481 CONTACT
Bouchard-Clearwater NAME:
101 Starcrest Drive 727-449-1267 ac°Nr o eM : Fvc, No :
P O BOX BO9O E-MAIL
Clearwater, FL 33758-6090 ADDRESS:
Josh Bouchard �ROO�MER,o�•CLEA-37
INSUREO Clearwater Marine Aquarium
Mr. David Yates
249 Windward Passage
Clearwater, FL 33767
INSURER�S) AFFORDING COVERAGE NAIC #
�r,suReRn:Scottsdale Insurance Company 41297
�NSUReRS:lndemnity Ins Co of North Amer 43575
�NSUReRC:Aspen Specialty Insurance Co 10717
�r,suReRO:Travelers Insurance Company 87726
�NSURea e: United States Liability Ins Co
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAtN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS
LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY
GENERAL LIABILITY EACH OCCURRENCE $ 'I�OOO,OO
A X COMMERCIAL GENERAL LIABILITY X CPS1240107 10/01/11 10/01/12 pREMISES Ea occurrence $ 100,00
CLAIMS-MADE a OCCUR MED EXP (Any one person) $ 5,��
B X P&Ilnsurance HUN00876008008 ��/0�/�� 10/01/12 pERSONAL&ADVINJURY $ �,���r�0
GENERALAGGREGATE $ Z,OOO,OO
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ Z�OOO�OO
X Poucr PR� LOC P&I Liabi $ 1,000,00
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
(Ea accident)
ANY AUTO
BODILY INJURY (Per person) $
ALL OWNED AUTOS
BODILY INJURY (Per accident) $
SCHEDULED AUTOS
PROPERTY DAMAGE $
HIRED AUTOS (Per accident)
NON-OWNED AUTOS $
$
UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 9�000�00
X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 9�000�00
C CXA61 QY11 10/01/11 10/01 /12
DEDUCTIBLE $
X RETENTION $ NONE $
WORKERS COMPENSATION WC STATU- OTH-
AND EMPLOYERS' LIABILITY Y� N TORY LIMITS ER _.
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? � N � A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTIO OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
p ERISA Bond $10,000 105420842 03/23/10 03/23/13 Umb Not Over Thi
E D&O $5,000,000 ND01042863H 10/01/11 10/01/12 Umb Not Over Thi
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES1 Attach ACORD 101, Additional Remarks Schedule if more s ace is required)
RE• RENTAL SPACE AT HARBORVIEW CENTER 320 CLEVELAND STREET, G'LEARY�IATER,
FLbRIDA - CITY OF CLEARWATER IS ADDITIONAL INSURED ON GENERAL LIABILITY
ONLUY IF REQUIRED BY WRITTEN CONTRACT AND SUBJECT TO TERMS, CONDITIONS AND
LIMITS AS SPECIFIED IN THE POLICY.
CERTIFICA
CITY OF CLEARWATER
112 S. OSCEOLA AVE
CLEARWATER, FL
CITY OF
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
`_ 1� .�r' ` V �`..�..
O 1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD