SECOND AMENDMENT TO BUSINESS LEASE CONTRACTSECOND AMENDMENT TO BUSINESS LEASE CON 'I'EACT
THIS SECOND AMENDMENT TO BUSINESS LEASE CONTRACT made and
entered into this q day of Qn u. Q2 , 2014, by and between CITY OF
CLEARWATER, FLORIDA, a orida muxcipal 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, Lessor and Lessee entered into that certain Business Lease Contract dated
September 12, 2011 which is attached hereto as Exhibit "A "; and,
WHEREAS, Lessor and Lessee agreed to amend that certain Business Lease Contract
dated. September 12, 2011 in that certain First Amendment to Business Lease Contract dated July
3, 2012 which is attached hereto as Exhibit "B "; and,
WHEREAS, Lessor and Lessee entered into that certain Business Lease Contract dated
July 3', 2012 which is attached hereto as Exhibit "C"; and,
WHEREAS, Lessee now occupies space in the Harborview Center under the terms and,
conditions set forth in Exhibits "A," "B," and "C" which are collectively referred to herein as the
"Lease "; and,
WHEREAS, Lessor and Lessee entered into that certain Memorandum of Understanding
dated August 12, 2013 for Lessee to lease the current City Hall property located at 112 South
Osceola Avenue, Clearwater, Florida 33756 which is attached hereto as Exhibit "D "'
WHEREAS, Lessor and Lessee agree to amend the Lease under the terms and conditions
contained herein.
NOW, THEREFORE, the Parties in consideration of the undertakings, promises and
agreements herein contained, agree and covenant with each other as follows:
Lessor and Lessee agree and acknowledge that the major systems of the Leased Premises,
including but not limited to the HVAC (heating, ventilation, air conditioning/cooling), plumbing,
electrical, and roof systems, are in an advanced state of age and may require repair or
replacement during the term of the Lease. Lessor shall have no obligation for any repairs or
replacements in, about, or on the Leased Premises during the term of the Lease. Lessee shall be
responsible for any repairs and replacements in, about, or on the Leased Premises during the
term of the Lease. However, Lessee, in its sole discretion, may terminate this Lease in the event
Lessee decides not to make any repair or replacement required in, about, or on the Leased
Premises and shall have no further obligation to make such repairs or replacements.
1 _ISINI , L.:_a $o1 -o5
Paragraph 1 of that certain Business Lease dated September 12, 2011 and Paragraph 2 of
that certain Business Lease dated July 3, 2012 are hereby deleted in their entirety and replaced
with the following:
The term of this Lease shall expire- sixty (60) days from the grand opening of the new
Clearwater Aquarium to be built by the Lessee on the current City Hall property. However, in
the event that Lessor and Lessee fail to enter into a lease for the City Hall property by June 1,
2015, as outlined in paragraph five (5) of Exhibit "D," then this Lease shall expire six months
later, hence on November 30, 2016. Further, in the event the Lessee fails to have all funds
necessary for the construction of the new aquarium on the City Hall property by August 1, 2016,
as outlined in paragraph three (3) of Exhibit "D," then this Lease shall expire six months later,
hence on January 31, 2017.
IN WITNESSES WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.
AS TO "LESSOR"
Countersigned ``__
George N. Cretekos, Mayor
Approved as to fo:
Laura Lipowski Mahony
Assistant City Attorney
AS TO "LESSEE"
f(IM11 -1801 0.5 4!97.1JiI
THE CITY OF CLEARWATER, FLORIDA
By: Lti.L 4 J 4
William B. Horne, II, City Manager
CLEARWATER MARINE AQUARIUM, INC.
B
Frank L. Dame
Chief Operating Officer
BUSINESS LEASE CONTRACT
THIS LEASE CONTRACT, entered into this I'C' day of S gpr- A 2011,
("Effective Date") between the CITY OF CLEARWATER, FLORIDA, a Florida municipal
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:
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:
The entire second (or "middle") floor of the Harborview Center, containing 54,000
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 0W,
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.
Together with rights to use parking areas indentified in Exhibit A except as limited
herein.
Such property shall hereinafter be referred to as the "Leased Premises" or the "Demised
Premises" or the "Leased Property" or "Premises".
1. LEASE TERM.
The term of this lease shall be for twelve (12) months; which term will commence on the
1st day of November, 2011 (the "Commencement Date") 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.
Notwithstanding the above, the Parties shall enter into a License Agreement in
substantially the form attached hereto as Exhibit B, to allow Lessee the right to access the
Leased Premises prior to the Commencement Date, but not prior to completion by the Lessor
of the Capital Expenditures required by Section 4 herein, for the purpose of making alterations
and improvements and/or installing props and exhibits necessary for the use by Lessee as
contemplated herein, including the storage of materials associated with such improvements
("Early Occupancy Date") provided Lessee supplies evidence of insurance to Lessor. In such
event, the Lessor shall pay all utility charges incurred at the Leased Premises from the Early
Occupancy Date through the Commencement Date, with said sum to be added to the Capital
Expenditures and repaid as a part thereof as set forth in Sections 2 and 4 below.
2. RENT.
The Lessee agrees to pay and the Lessor agrees to accept as the Base Payment during
the term of this lease the sum of&2gnTrous�( 1$196,, payable monthly,
the first such installment being payable on the Commencement Date, with monthly
installments being payable in advance at the beginning of each successive monthly period
thereafter, except as limited herein. The Base Payment shall be calculated by dividing the total
Capital Expenditures provided in Section 4 as described in Exhibit "C" attached hereto by 30.
In addition, following each three month period following the Commencement Date,the Lessee
agrees to pay and Lessor agrees to accept an amount equal to One (1) and 00/100 Dollar for
each paid guest visiting the Leased Property during the prior three month period, less the Base
Payments as described above paid during the same three month period ("Additional
Payment"), said combined amounts constituting repayment of the Capital Expenditures
described in Section 4 herein. The Additional Payment shall be payable not later than fifteen
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(15) days after the final day of each three month period. All installments as herein above
specified are for the purpose of reimbursing the Lessor for Capital Expenditures incurred by
the Lessor as provided for under the provisions of Section 4 herein. Following the Lessor's
recovery of such Capital Expenditures, Lessor agrees to accept as rent during the remainder of
the Term and Extended Term of this lease, One and 00/100 Dollars ($1.00) per year in further
consideration of Lessor entering into this lease with Lessee, 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 Section 18. DEFAULT; REMEDIES;TERMINATION BY LESSOR.
3. MAINTENANCE AND PARKING EXPENSES.
In addition to the Rent set forth above, the Lessee shall pay to the Lessor beginning on
the Commencement Date the total sum of $3,750 per month for reimbursement to the Lessor
for expenses associated with obtaining alternative parking ($1,500) and for the cost of
maintaining the common areas associated with the Leased Premises ($2,250), said payment to
be made on the first of the month throughout the Term, as extended. This obligation shall
terminate upon the termination of this lease by either party.
4. CAPITAL EXPENDITURES BY LESSOR.
Lessor agrees to make repairs and improvements to the Leased Property (herein called
"Capital Expenditures") prior to Lessee's occupation of same. At the inception of this Lease,
Lessor's Capital Expenditures are estimated to be One Hundred Twenty Three Thousand Six
Hundred Nintey-Seven and 00/100 Dollars ($123,697) as more particularly provided for in
Exhibit "C", (attached hereto and incorporated herein). The Parties acknowledging that the
cost of the Capital Expenditures may vary from the preliminary estimate, the Parties hereby
agree that the Lessor may unilaterally pursue repair of the Premises by incurring Capital
Expenditures not to exceed Two Hundred Thousand and 00/100 Dollars ($200,000.00) without
additional Lessee approval. As a courtesy, as soon as reasonably possible, Lessor shall provide
Lessee written notice of any Capital Expenditure in excess of One Hundred Seventy Two
Thousand Five Hundred Eighty-Seven and 00/100 Dollars ($172,587.00), up to the maximum of
Two Hundred Thousand and 00/100 ($200,000.00) stated above. Lessee shall reimburse
Lessor for said Capital Expenditures in their actual amount, as determined by the parties as of
the Commencement Date, as described in Section 2 above, a Schedule detailing such Capital
Expenditures attached hereto as Exhibit "C".
5. USE OF PREMISES.
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The Leased 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 to accommodate increased patronage resulting from the film
"Dolphin Tale", consistent with Lessee's normal business practices related to the promotion of
the Clearwater Marine Aquarium, tourism in Clearwater and increased traffic to the
downtown Clearwater area.
6. UTILITIES.
Effective as of the Commencement Date, water, sewer, electric and all other utilities of
any kind servicing the Leased Premises 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.
7. MAINTENANCE AND TAXES.
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, including, but without limiting the
generality of the foregoing, all structural improvements, including the doors, plate glass,
windows and their respective hardware, all plumbing, heating, cooling and electrical fixtures
within the Leased Premises only, and whether or not required by wear and tear, obsolescence,
accidents or otherwise, except as set forth herein. 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. Provided however that Lessee shall have
no obligation to maintain, repair or replace any improvement, including but not limited to
structural improvements, the roof, doors, plate glass, windows, plumbing, heating and cooling
systems and electrical fixtures should Lessee elect to terminate the lease consistent with
Section 19 of this lease, or should such maintenance, repair or replacement result from any
other occupant of the Harborview Center or its invitees. Lessee shall have no responsibility for
real property taxes assessed against the Leased Premises attributable to any other occupant's
presence in the Harborview Center, including but not limited to Pickles Plus Too.
8. 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.
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9. ASSIGNMENT OR SUBLEASE.
Lessee shall not, without first obtaining the written consent of Lessor, which consent
may be withheld in Lessor's sole discretion, assign, mortgage, pledge, or encumber this lease,
in whole or in part, or sublet the premises or any part thereof. 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 Leased 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.
10. 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 Lessee'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 Leased 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 property of Lessor, including trade fixtures and the like. All property
remaining on the Leased 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
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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 Leased Premises to render the
Demised Premises useable for Lessee's purposes. Lessee shall provide a detailed schedule of
said improvements together with the cost associated with same, which are in addition to
Lessor's Capital Expenditures, and seek Lessor's approval as provided for in this paragraph,
prior to proceeding to install same, with such schedule attached hereto as Exhibit D. In no
event shall Lessor be liable to reimburse Lessee for such improvements except as set forth in
Section 18(d) herein.
11. RISK OF LOSS.
All personal property placed or 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 Leased
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.
12. RIGHT OF ENTRY.
The Lessor, or any of its agents, shall have the right to enter said Leased 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.
13. RESTORING PREMISES TO ORIGINAL CONDITION.
In addition to the Capital Expenditures contemplated in Exhibit "C", Lessee
acknowledges and represents that the Premises are in need of certain improvements for which
Lessee shall submit written notice in accordance with Paragraph 10 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 at the Commencement Date and agrees to
maintain said premises in the same condition, order and repair as they are at the
Commencement Date, and to return the Leased Premises to their original condition at the
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expiration of the term, excepting only reasonable wear and tear arising from the use thereof
under this agreement.
14. INSURANCE.
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:
Lessee shall procure and maintain for the life of the Lease, General Liability Insurance.
This coverage shall be on an "Occurrence" basis. The policy shall provide coverage for death,
bodily injury, personal injury or property damage that could arise directly or indirectly from
the performance and operation of this Lease. The minimum limits of coverage shall be
$1,000,000 Per Occurrence Combined Single Limit for Bodily Injury Liability and Property
Damage. The Lessor shall be included and identified as an Additional Insured under the policy
and on the Certificate of Insurance.
The insurance coverages and conditions afforded by these policies shall not be
suspended, voided, cancelled or modified except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City's Risk Management Office.
All insurance policies required within this provision shall provide for commercially
reasonable deductibles
Certificates of Insurance meeting the specific required insurance provisions specified in
this Lease shall be forwarded to the City's Risk Management Office and approved prior to the
Commencement Date. After review, the Certificate will be filed as part of the official Lease
file.
15. RADON GAS NOTIFICATION.
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.
16. DESTRUCTION OF PREMISES.
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In the event that the building should be partially or totally destroyed by fire,
earthquake, hurricane or other natural cause, neither Lessor nor Lessee shall have any
obligation whatsoever to repair or rebuild the Leased 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 Capital
Expenditures which have already been made.
17. 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, held within
Coachman Park and its environs, the right and privilege to reserve for its exclusive use all
parking within the parking lots adjoining the Demised Premises, with the exception of those
spaces assigned to the use of Pickles Plus Too, (Pickles") together with ingress and egress
thereto:
• Superboat Offshore National Championship—September 291h through October 2nd
• Hispanic Heritage Festival—October 10th
• Clearwater Jazz Holiday—October 14th through October 17th
• Christmas Under The Oaks— November 13th and November 14th
• Sea Blues Festival—February 18th and 19th
• Clearwater Celebrates America—July 4th
Otherwise, Lessee shall have the non-exclusive use of the public parking lots to the North and
West of the Leased Premises, without charge, on a first-come, first-served basis. In addition,
Lessee's parking rights shall be subject to the parking rights of Pickles as set out in that certain
Lease between the Lessor and Pickles, dated August 15, 1995, as amended.
18. 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, or if such default cannot be cured within fifteen (15)
days and Lessee fails to exercise good faith efforts to cure such default, then the Lessor may,
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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 consistent with Florida law 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. 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 paid as
of such date and the unreimbursed Capital Expenditures.
(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 votes at a
duly constituted City Council meeting that the Lease Premises are needed for other municipal
purposes and serves Lessee with one hundred twenty (120) days notice of such intended use.
In such event, Lessee shall be relieved of any obligation to pay Rent, Utilities and or Capital
Expenditures effective as of the date of termination of the lease, and further, Lessor shall
reimburse Lessee in an amount equal to the total sum of the cost of Lessee's improvements,
renovations and expenditures to improve the Leased Property for its intended use as set forth
in Exhibit "l)", multiplied by a fraction, with the numerator being the number of months
remaining in the term as extended as of the date of termination by the City Counsel and the
denominator being 30.
(e) Both the Lessor and Lessee shall be entitled to all remedies as provided by law.
19. TERMINATION BY LESSEE
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Lessee may terminate this lease anytime during the Initial Term or Extended Term of
this lease upon thirty (30) days written notice to Lessor. If Lessee terminates this lease prior to
April 30, 2013, or if Lessee chooses not to extend this lease through April 30, 2013 as provided
in Paragraph 1 above, Lessee shall reimburse Lessor for one hundred percent (100%) of the
Lessor's then unrecovered Capital Expenditures, as specified in Paragraph 4 above, without
interest. Recognizing Lessee's cost to vacate the Leased Property; Lessee may defer such
reimbursement for three (3) months following Lessee's vacation of the Leased Property.
Following the three (3) month deferral period, monthly payments will resume until Lessor has
fully recovered its Capital Expenditures. Such monthly payments will be calculated to establish
equal monthly installments, but not less than the Base Payment provided in section 2, to be
paid from Lessee to Lessor such that Lessor's unrecovered Capital Expenditures are fully
recovered no later than April 30, 2013.
20. 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, provided
that the successor Lessor shall become responsible for all of Lessor's obligations.
(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 between 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.
(f) 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
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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.
21. INDEMNIFICATION.
The Lessee shall indemnify the Lessor against all liabilities, expenses and losses incurred
by the Lessor arising out of or related to its use or occupancy of the Leased Premises, 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 Lessee's operation and
maintenance therein ; (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.
22. "AS IS"CONDITION.
Lessee accepts the Leased Premises on an "AS IS" basis, subject to the Capital
Expenditures contemplated in Exhibit "C", and Lessor shall have no obligation to improve or
remodel the Leased Premises other than as specified in Section 4 above.
23. 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.
24. JANITORIAL EXPENSES.
Lessee shall either obtain or perform janitorial services for the Leased Premises at its
expense.
Page 11 of 13
25. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
26. 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.
27. 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. The Lessor warrants that to the best of its knowledge the Leased Premises are
free of hazardous materials, waste or substances as of the Commitment Date,
28. CONFORMANCE WITH LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the term
of this lease. Lessor shall ensure that the Premises is fully compliant with applicable ADA
regulations as of the delivery of possession of the Premises to Lessee pursuant to the License
Agreement.
29. ATTORNEY'S FEES.
In the event that either party seeks to enforce any provision of this Lease through
attorneys at law, then the parties agree that each party shall bear its own attorney fees and
costs.
Page 12 of 13
30. GOVERNING LAW.
The laws of the State of Florida shall govern this Lease; any action brought by either
party shall lie in Pinellas County, Florida.
31. CAPITAL EXPENDITURES AND LESSEE IMPROVEMENTS FINALIZATION.
The Parties hereto acknowledge and agree that the estimated costs of the
Capital Expenditures by Lessor (Exhibit "C) and the leasehold improvements made by Lessee
(Exhibit "D") shall be finalized by the Parties on or before November 10, 2011 with Exhibits "C"
and "D" amended as necessary to reflect such final costs and with the Base Payment described
in Section 2 modified, as necessary.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date
set forth above.
AS TO LESSEE:
CLEARWATER MARINE AQUARIUM,INC.
By:
David P.Yates,CEO
AS TO LESSOR:
CITY OF CLEARWATER,FLORIDA
Countersigned:
Y•
Frank V. Hibbard, Mayor William B. Horne II, City Manager
Approved as to form: Attest:
I)� f 0 /A- C., 7yFC ,
�, t,
Pamela Akin,City Attorney Rosemarie Call,City Clerk C3, _
CO-0
TEW
Page 13 of 13
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NON-EXCLUSIVE'REVOCABLE LICENSE AGREEMENT TO ACCESS
RENOVATE AND OCCCUPY HARBORVIEW CENTER
This LICENSE AGREEMENT TO ACCESS, MAKE IMPROVEMENTS,AND OCCUPY
HARBORVIEW CENTER('License'), is made and entered into this I 2l day of September
2011, ("Effective Date') by and between the CITY OF CLEARWATER, FLORIDA, a Florida
municipal corporation ("Licensor'), and the CLEARWATER MARINE AQUARIUM, INC, a
Florida non-profit corporation, having its principal place of business at 249 Windward Passage,
Clearwater, FL 33767("Licensee's(each individually"Part'or collectively"Parties").
WITNESSETH:
1. License Premises: In consideration of Licensee timely and fully complying with the
covenants and conditions herein contained, Licensor does hereby grant to Licensee and
Licensee hereby accepts from Licensor, a non-exclusive License to utilize the following
described premises owned by Licensor:
The entire second(or"middle's floor of the Harborview Center,containing 54,000
square feet, more or less,of interior floor area,measured to the unfinished interior
surfaces of its perimeter walls(°Licensed Premises"or"Premises')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 comer of Block 1 of
aforesaid ROMPON'S 8 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 N82M, 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 0E,66.75 feet;thence South100.31 feet;thence East 291.48 feet;
thence South 183.27 feet to the point of beginning.
Together with non-exclusive rights to use the parking area to the west of the Harborview
building and common areas appurtenant to the Licensed Premises as necessary to
utilize the Premises as described herein.
2. Use of License Premises and funding of Renovations: Licensee shall have the right
and privilege to access and utilize the Licensed Premises only for the general purpose
Exhibit B
of preparing said premises for the operations of its typical business. More specifically,
Licensee shall have access for purposes of cleaning, renovating, and making
modifications and improvements (°Licensee Renovations") and for storing materials
related to its business. This License is not coupled with an interest
3. License Term: This License is granted to Licensee as of the Effective Date and shall
extend until midnight on October 31, 2011 unless terminated as otherwise provided for
herein. It is the intention that the Parties will enter into a Lease Agreement on
November 1, 2011, which shall provide for the terms and conditions of the Licensee's
long term occupation of the premises. Notwithstanding the October 31,2011 expiration
date of the License, this License shall terminate or expire upon the occurrence of any
one,or more,of the following,whichever shall occur first:
a. Licensee changes the use of the property, or abandons its use of the License
Premises for a period of sixty(30)days;or,
b. Material default by Licensee in the performance of any of the terms, covenants or
conditions of this License, and in the failure of Licensee to remedy, or undertake to
remedy, to Licensor's reasonable satisfaction such default for a period of thirty (30)
days after receipt of Notice from Licensor to remedy same;or,
4. At such time as any of the aforementioned events occur, all rights granted herein in
favor of the Licensee shall automatically extinguish and the License Premises shall
revert fully to the Licensor as if this License had never been granted.
5. Liability / Indemnification: Licensee, its partners, officers, directors, employees,
representatives, attomeys, agents, successors and assigns Cindemnitors'7, shall save
and hold harmless the Licensor, its successors and/or assigns,from any and all liability
arising from injury to person or property during the term hereof, and do hereby release
and forever discharge Licensor for and from any and all Claims which lndemnitors ever
had, now have, or hereafter can, shall or may have against Licensor for, upon or by
reason of any matter, cause or thing, whatsoever, arising out of or related to the
Licensee's use of the Licensed Premises _(each- a "Released Claim"), said
indemnification limited by Licensee's applicable insurance coverages.
lndemnitors hereby covenant and agree to forever forbear from alleging, asserting,
bringing, commencing, instituting, maintaining, prosecuting or otherwise pursuing
against Licensor any Released Claim. Indemnitors further agree that this release may
be pleaded by the Licensor as a full and complete defense to any Released Claim that
may be alleged, asserted, brought, commenced, instituted, maintained, prosecuted or
otherwise pursued against Licensor.
"Claims„ means any and all actions, adjudications, awards, causes of action, claims,
costs, damages (including, without limitation, consequential damages), demands,
2
expenses (including, without limitation, attorneys', consultants' and experts' fees and
disbursements actually incurred in investigating, defending, settling or prosecuting any
daim, litigation or proceeding), fees, fines, forfeitures, injuries, judgments, liabilities,
liens, losses, obligations, orders, proceedings, penalties, stop notices and suits of any
kind or of any nature whatsoever.
Licensor will not accept and explicitly renounces any liability of any nature for use of the
License Premises by the Licensee, its partners, officers, directors, employees,
representatives, attorneys, agents, successors and assigns. The Licensee
acknowledges and makes assurances, upon which the Licensor relies in granting this
License,that the Licensee will not open the Licensed Premises to any parties other than
those necessary to fulfill the express purposes of this License. Under no circumstances
shall the Licensed Premises be open to,or accessed by,the general public.
Nothing contained herein shall be construed to waive or modify the provisions of Florida
Statute 768.28 or the doctrine of sovereign immunity as to Licensor. In addition, nothing
contained herein shall be construed as creating third party beneficiaries or as consent
by the Licensor to be sued by third parties in any manner arising from this grant of
License.
6. Insurance: During the term of this License, Licensee shall procure and maintain, 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:
1. 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. Workers'Compensation Insurance applicable to its employees for
statutory coverage limits,and Employers'Liability which meets all
applicable state and federal laws.
b. Additional insured
The City is to be specifically included as an additional insured on all
liability coverage shown in section 1 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.
3
d. Certificates of Insurance/Certified Copies of Policies
Prior to commencement of this License, the Licensee shall provide
the Licensor with a certificate or certificates of insurance showing the
existence of the coverage as required by this License. The Licensee will
maintain this coverage with a current certificate or certificates of insurance
throughout the term stated in the License.When specifically requested by
the Licensor in writing, the Licensee will provide the Licensor 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 Licensor 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
Clearwater, FL 33758-4748
7. Other Provisions: Integral to the rights and privileges herein granted,the parties further
agree as follows:
a. Licensee shall at all times maintain the License Premises in compliance with all
applicable City of Clearwater codes.
b. Licensee shall be responsible for direct costs associated with its occupation and
activities under this License, including but not limited to, all expenses for utilities
required for the operation and maintenance of the License Premises. K is the intent
of the Parties that the Licensor shall maintain its utilities accounts which service the
Licensed Premises, with the Licensee reimbursing the Licensor for the total cost of
such utility expenses as a portion of its reimbursement of the Capital Expenditures
as defined in that certain Business Lease Contract to be entered into by the Parties
on or before November 1, 2011.
c. Licensee, at its sole expense, shall comply with all applicable Federal, State and
Local environmental laws, and shall not allow the storage, ece, disposal, or
discharge by itself or others, of any contaminants or hazardous materials as defined
in State, Federal or Local environmental laws on or about the License Premises.
d. If this License, or its operation, shall create any ad valorem or other tax obligations,
it shall be incumbent solely upon Licensee to timely discharge same.
4
8. Notice: Any notice given by one party to the other in connection with this License shall
be sent by certified mail, return receipt, with postage and fees prepaid, addressed as
follows:
If to Licensor. Rod Irwin,Assistant City Manager
City of Clearwater
P. O. Box 4748
Clearwater, Florida 337584748
If to Licensee: R. Nathan Hightower, Esquire
.P.O. Box 4376
Clearwater, Florida 33758
9. (Quiet EniaMant Upon observing and performing the covenants, terms and conditions
required by this License, the Licensee shall peaceably and quietly hold and enjoy the
License Premises for the indeterminate term as stipulated herein,without hindrance or
interruption by Licensor. It is expressly understood and agreed that all rights of
ownership of the License premises not inconsistent with the license rights herein
conveyed to Licensee are reserved to Licensor.
10. Entire Agreement: This License contains all of the terms, conditions and covenants
binding the parties hereto. There are no other terms, conditions, covenants or
understandings, either written or oral, binding upon the parts unless expressed herein
in writing, or subsequently addended hereto by mutual agreement of the parties.
IN WITNESS WHEREOF, the undersigned parties have hereunto affixed their hands
and seals the day and year first above written.
Signed,sealed and delivered Clearwater Marine Aquarium,Inc.
In the o#:
By: X 46� 1
Witness signature
Print Name :DA z P.I vk?-"
L. Title
P nt itness name
r/
Wkiess signature
V,40, V.6w (9
Print Witnes namb
5
Countersigned: CITY OF CLEARWATER,FLORIDA
11/ .
By:
Frank V. Hibbard, Mayor Wi iam B. Home, 11,City Manager
Approved as to form: Attest: S Olt
Pamela Akin, City Attomey Rosemarie Call, City C a
6
I. Capital Renovation Costs
A. Building Repairs/Renovations BUDGtT
Ceiling Tiles&Interior walls $4,597
Completed
A/C Cleaning and Repair $ 10,000
Start this week
Fresh Air System Cleaning and Code Update $ 25,000
Start this week
Wall Demolition,Partitions and Emergency Exit $ 10,000
80%Complete
Install Double Doors—West Wall Exit $ 51000
60%Complete
Inspect Fire Alarm System and Install Voice
Evacuation System $ 20,000
20%Complete
Inspect and Repair Sprinkler System $ 10,000
40%Complete
Install Fencing,Concrete Ramp,Parking Deck $ 81000
Start this week
Roof Repairs S800
100%Complete
Subtotal: $93,397
B. Parking Improvements $ 6,150
C. landscaping and Grounds $ 7.500
Subtotal: $107,047
It. EstiMMW Interim OoeMUnt Costs
A. City of Clearwater Utilities $ 900
B. Progress Energy $ 15.750
Subtotal $ 16,650
TOTAL: $123,697
EXHIBIT C
ESTIMATED
Non Recurring Expenses(Bulldina°Modifications at Exhibit sulid out)
_ )
As of 8/31/11
lorralne's Home/Garage
$80,000
Grand Hail Touch Tank 2,000
Gift Shop Dlspiays 5,000
Check out counters 2,000
POS Terminals 10,000
Computers 1,200
Exhibit Signage 20,000
Sound System/PA 51000
Office furniture 2.500
Total Non-recurring Expenses $127,700
Exhibit D
FIRST AMENDMENT TO BUSINESS LEASE CONTRACT
THIS FIRST AMENDMENT TO BUSINESS LEASE CONTRACT, entered into this day
of :J'4 L , 2012, ("Effective Date") between the CITY OF CLEARWATER, FLORIDA, a
Florida mu icipal 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, Lessor and Lessee entered into that certain Business Lease Contract dated
September 12, 2011 (herein "Lease"); and,
WHEREAS, Lessor and Lessee agree to amend the Lease under the terms and conditions
contained herein;
NOW, THEREFORE, the Parties in consideration of the undertakings, promises and
agreements herein contained, agree and covenant with each other as follows:
Paragraph 14. INSURANCE is deleted in its entirety and replaced with the following:
14. INSURANCE.
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:
1. 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 Insured
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
Clearwater, FL 33758-4748
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
AS TO LESSEE:
CLEARWATER MARINE AQUARIUM, INC.
By:
Davidd P ,
BY.
rank Dame, Executive Vice President
Page 2 of 3
AS TO LESSOR:
CITY OF CLEARWATER, FLORIDA
Countersigned:
c�eoryc n cccy6v By:
v
George N. Cretekos, Mayor William B. Horne II, City Manager
Approved as to form: Attest:
( ' ?+.
Laura Lipowski Mahony, Ass ant City Attorney Rosemarie Call, Cit
�ATE�
Page 3 of 3
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_ ,�,��
� �ig� _ �nc. �
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,
/./�� ��ge3of12
.� •��
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.
�•Y��1_T:Ti ��7:� /_1 ��:1� �: ����
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
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