Loading...
BUSINESS LEASE CONTRACTBUSINESS LEASE CONTRACT THIS BUSINESS LEASE CONTRACT, entered into this /al ay of , 2015, ( "Effective Date ") between the CITY OF CLEARWATER, FLORIDA, a Florida municipAl corporation, having its principal place of business at 112 South Osceola Avenue, Clearwater, Florida 33756, as Lessor, and NOSOCO, INC, a corporation authorized to conduct business in the State of Florida, whose current mailing address is 1000 Market Street, Building 1, Portsmouth, New Hampshire 03801, as Lessee (each individually referred to herein as "Party" or collectively as the "Parties "). WITNESSETH: WHEREAS, Lessor is the owner of property containing improvements known as the "Harborview Center" located at 320 Cleveland Street, Clearwater, Florida; and WHEREAS, Lessee desires to occupy a portion of the ground floor of the Harborview Center for construction of temporary mock -up rooms and storage of related materials in support of an ongoing hotel construction project on Clearwater Beach. 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" attached hereto and by this reference, made a part hereof, containing 11,493 square feet, more or less, of interior floor area, 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. LEASE TERM This Lease shall commence on February 1, 2015 and shall continue until midnight on the 31st day of January, 2016 (herein called the "Initial Term "). Upon mutual agreement of the Parties, this Lease may be extended for one (1) successive period of three (3) months ( "Extended Term "). No such renewal or extension shall be deemed a waiver by Lessor of any uncured breach or uncured 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 request the option for an Extended Term by notifying the Lessor in writing at least thirty (30) calendar days prior to the expiration of the then current term. Upon Lessor's approval of such request, this Lease shall be deemed to be extended without the execution of any further lease or other instrument. 2. RENT Lessee agrees to pay and the Lessor agrees to accept as rent during the initial term of this Lease and for any Extended Term the annual sum of Forty -Five Thousand Nine Hundred Seventy - Two and 00/100 Dollars ($45,972.00) annually, payable in equal monthly installments of Three Thousand Eight Hundred Thirty -One and 00/100 Dollars ($3,831.00) per month, the first such installment being payable upon the execution of this Lease, and the balance of such installments being payable in advance at the beginning of each successive monthly rental period thereafter. In addition, Lessee shall pay sales tax on all Lease payments. Lessee covenants with Lessor that Lessee shall unequivocally, timely and without reservation or exception, fully 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 19 (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. 3. SECURITY DEPOSIT Lessee shall deposit with Lessor, upon the signing of this Lease, the sum of Five Thousand and 00/100 Dollars ($5,000.00) as security for the performance of Lessee's obligations under this Lease, including without limitation the surrender of the possession of the premises to Lessor as herein provided. If Lessor applies any part of the deposit to cure any default of Lessee, Lessee shall on demand, deposit with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times during the term of this Lease. 4. 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 construction of temporary mock -up rooms and storage of interior construction, furniture, equipment, fixtures and similar type materials in support of an ongoing hotel construction project on Clearwater Beach. [GM14- 9216 - 041/160073/1] 2 5. UTILITIES Unless otherwise provided for herein, 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. Lessee acknowledges that if separate meters are not installed, then utility services used within the Leased Premises will be charged to Clearwater Marine Aquarium (CMA), as utility customer and tenant of a separate portion of Harborview Center, to whom all utilities within the building are metered at the inception of this Lease. In lieu of installing separate meters, Lessee may submit a check to Lessor prior to the Effective Date of the Lease, in the amount of One Thousand and 00/100 Dollars ($1,000.00) ( "Nosoco Utility Payment "), payable directly to CMA for Lessee's share of utility costs. Lessor shall forward the check to CMA immediately. If the cost of Lessee's utility use exceeds the One Thousand Dollars paid to CMA, then Lessor may, at Lessor's sole discretion utilize all or a portion of the Security Deposit paid by Lessee, to reimburse CMA for Lessee's remaining unpaid utility expenses. Terms of this paragraph are agreeable to the CMA as evidenced by CMA's consent hereto (see attached signature page). Failure by Lessee to submit the Nosoco Utility Payment prior to the inception of this Lease shall render the Lease null and void. In addition, the Lessee acknowledges that the air conditioning system in the Leased Premises is not functional. The Lessee accepts these existing conditions and Lessor shall have no obligation to repair or replace the air conditioning system or make any improvements whatsoever thereto. 6. MAINTENANCE AND TAXES Lessee shall, at its own expense, maintain the Leased Premises in good repair and in good and safe condition all improvements on, about and within the Leased Premises in an equivalent condition as they existed at the time of the execution of this agreement, including, but without limiting the generality of the foregoing, all structural improvements, including the roof, doors, plate glass, windows and their respective hardware, all plumbing and electrical fixtures, regardless of how the necessity or desirability of repairs may occur, and whether or not required by wear and tear, obsolescence, 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. However, in the event that any structural components, such as exterior walls, are damaged or fail through no fault of Lessee or cause the Leased Premises to become unusable, and, Landlord will not voluntarily repair such elements, then Lessee may terminate the Lease and, upon such termination neither party shall have any further or other obligation to the other beyond obligations, if any, owed or incurred through the date Lessee vacates the Leased Premises. Lessee shall be responsible for all real and personal property taxes as may be assessed against the Leased Premises during the lease term, and shall promptly pay same when due. 7. 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 Leased Premises. [GM14- 9216 - 041/160073/1] 3 8. 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. 9. ALTERATIONS AND IMPROVEMENTS Lessee may construct partitions and doorways within the Leased Premises for the purposes of enhancing security to the Leased Premises and for conducting activities authorized herein. Lessee may also put in place temporary walls or partitions and doors representing or simulating hotel rooms. Further, Lessee may construct a ramp at the entrance to the Leased Premises for the purpose of moving heavy materials into the building. Lessee is solely responsible for all costs and for obtaining permits and approvals that may be necessary for said 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 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. [0M14- 9216 - 041/160073/1] 4 10. 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. 11. 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 shall be deemed additional rent 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. 12. RESTORING PREMISES TO ORIGINAL CONDITION Lessee acknowledges and represents that the premises leased are in good, sanitary and tenantable condition for use by Lessee. Lessee's occupancy of the Leased Premises shall constitute a recognition of such condition. Lessee hereby accepts the premises in the 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. 13. INSURANCE The Lessee shall, at its own cost and expense, acquire and maintain (and cause any representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Lessee's deductible or self- insured retention and to require that it be reduced or eliminated. Specifically the Lessee must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products /completed operations, products liability, contractual [GM14- 9216 - 041/160073/1] 5 liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non - owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Unless waived by the State of Florida, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $100,000 (one hundred thousand dollars) each employee each accident, $100,000 (one hundred thousand dollars) each employee by disease and $500,000 (five hundred thousand dollars) aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, and volunteers, if any. d. If the Lessee is using its own property or maintaining its own property on the premises, then Property Insurance on an "All Risks" basis with replacement cost coverage for property and equipment in the care, custody and control of others is required. The above insurance limits may be achieved by a combination of primary and umbrella /excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Lease, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Lease remains in effect, the Lessee will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial General Liability Insurance policy. In addition when requested in writing from the City, Lessee will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Engineering Dept. P.O. Box 4748 Clearwater, FL 33758 -4748 b. Lessee shall provide thirty (30) days written notice of any cancellation, non - renewal, termination, material change or reduction in coverage. c. Lessee's insurance as outlined above shall be primary and non - contributory coverage for Lessee's negligence. d. Lessee reserves the right to appoint legal counsel to provide for the Lessee's defense, for any and all claims that may arise related to Lease, work performed under this Lease or on premises, or to Lessee's design, equipment, or service. Lessee agrees that the City shall not be liable to reimburse Lessee for any legal fees, costs, or expenses as a result of Lessee providing its defense as contemplated herein. [GM14- 9216 - 041/160073/1] 6 The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of Lessee's obligation to provide the insurance coverage specified. 14. 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. 15. 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. 16. 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 Leased Premises together with ingress and egress thereto. • Sea Blues Festival — February 21 through 22, 2015 • Wild Splash — 1st or 2nd Saturday in March 2015 (TBD) • Iron Girl — April 10 through 12, 2015 • Fun n Sun Concert — April 25 — 26, 2015 • Centennial Celebration — dates TBD — portions of May, 2015 • Clearwater Celebrates America — July 4, 2015 • Superboat National Championship — dates TBD — late September, 2015 • Achieva Box Car Rally — October 3, 2015 • Hispanic Heritage Festival — October 11, 2015 • Clearwater Jazz Holiday — October 15 through 18, 2015 • Christmas Under The Oaks — November 8, 2015 • Color Run — TBD — December, 2015 Otherwise, Lessee shall have non - exclusive use of the public parking lot to the West of the Leased Premises, without charge, on a first -come, first - served basis. [GM14- 9216 - 041/160073/1] 7 17. EMINENT DOMAIN If the whole or any part of the premises hereby leased shall be taken by any public authority under power of eminent domain, then the term of this lease shall cease on the part so taken from the date title vests pursuant to such taking, and the rent and any additional rent shall be paid up to that day, and if such portion of the Leased Premises is so taken as to destroy the usefulness of the premises for the purpose for which the premises were leased, then from that day the Lessee shall have the right to either terminate this lease or to continue in possession of the remainder of the same under the terms herein provided, except that the rent shall be reduced in proportion to the amount of the premises taken. The Parties agree that the Lessee shall not be entitled to any damages by reason of the taking of this leasehold, or be entitled to any part of the award for such taking, or any payment in lieu thereof. 18. 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. 19. 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. However, if the default of a covenant is non - monetary and the Lessee has commenced an effort to cure the default, within the fifteen (15) day cure period, then the cure period shall be extended until a cure is made or Lessee discontinues an effort at curing the default. (b) In case the Leased Premises 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. [GM14- 9216 - 041/160073/1] 8 (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. 20. 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. 21. 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 Landlord's successor assumes all Landlord's obligations under this agreement. (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. No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by either party shall constitute a waiver of, or shall preclude any other or further exercise of, the same or any other right, power or remedy. (f) It is hereby understood and agreed that Lessee shall use no signs in connection with the premises hereunder, except inside the building, which signs shall be subject to the prior approval of Lessor. [GM14- 9216 - 041/160073/1) 9 (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. (h) It is hereby agreed that if any installment of rent or any other sum due from Lessee is not received by Lessor within five (5) days after such amount shall be due, Lessee shall pay to Lessor a late charge equal to five percent (5 %) of such overdue amount. The Lessor shall not be required to accept any rent not paid within five (5) days subsequent of the date when due absent the simultaneous payment of this late charge. The requirement for a late charge set out herein shall not be construed to create a curative period or a grace period for the timely payment of rent. 22. ESTOPPEL LETTER. In the event Lessor shall obtain a loan from an institutional lender, and if the following shall be a requirement of such loan, the Lessee agrees to execute an estoppel letter in favor of the lender verifying the standing of the Lease, the terms thereof, and all amounts paid thereunder and such other matters as may be reasonably requested. 23. INDEMNIFICATION. 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 operation of the Leased Property by Lessee; (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. This provision shall survive expiration or termination of this Lease. Such indemnification shall include reasonable attorney's fees for all proceedings, trials and appeals and shall survive termination of this Lease. 24. "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. 25. 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. [GM14 -9216- 041/160073/1] 10 26. JANITORIAL EXPENSES. Lessee shall either obtain or perform janitorial services for the Leased Premises at its expense. 27. SEVERANCE. The invalidity or unenforceability of any portion of this Lease shall in nowise affect the remaining provisions and portions hereof. 28. 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. 29. 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. 30. CONFORMANCE WITH LAWS. Lessee agrees to comply with all applicable federal, state and local laws during the life of this Contract. 31. 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. 32. 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. The Remainder Of This Page Intentionally Left Blank [GM14- 9216 - 041/160073/1] 11 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. AS TO LESSEE: lDO 4t)ic( 3APnL,rA+\-)c) Print Name AS TO LESSOR: Countersigned: - qeDrte crcktof George N. Cretekos, Mayor Approved as to form: NOSOCO, INC. By. Z(I wao•Nryt LIJIL f). Print Name/Title CITY OF CLEARWATER, FLORIDA By: GU William B. Horne II, City Manager Attest: Laura Lipowski Mahony 0 Rosemarie Call, City Clerk Assistant City Attorney [GM14- 9216 - 041/160073/1] 12 Clearwater Marine Aquarium, Inc., a Florida non - profit corporation whose principal address is 249 Windward Passage, Clearwater, Florida, as occupant of the adjoining area of the Leased Premises, which are singularly metered for purposes of utilities, hereby consents to terms and conditions set forth in Paragraph 5 (UTILITIES) hereof. Attest: Print Name CLEARWATER MARINE AQUARIUM, INC. Print Name/Title [GM14- 9216 - 041/160073/1] 13 Best Available Copy 4 I 4 O O IPd • sPe • OP O • OP-O • !� fS Wq• �. I64 • y �`0 • 1!S W 1' r fi-0 • IT9' W. • WI • 4 r/•d x -ii re I l' , .•.; I / 41 / l ,,Y F I I i'. N • f , l l/ t -/ / / / r. tit 41NIylig r% ,11,,y,1 I,li�, 1, y'r y / iii4 °'11 1,1;y0;",” i "'S'7[ '1 l(j�'l�ir/.1 ,,: f'/, I ki la M.. I ref _ �' ■ .. / �/; /�j /� 1€Cly °F ■ p10,pR� SAIRfQER� wl C(ANILiOR f I I L iia, MENI on RECEMNO AREA 1 r� . iy' l;r /, i 4 �j ' • : � rw i . '. • to 1 E°\♦ N n I .. �1 ne ,�rf 'u , ' -9 _ hL i ci T ,.„a .r 52 E7 �,, ' jiff l I r is %11� •'r a u' i /ii : rr i'r rY, l/ H irvYjfr, /. N f .Y i. /f ,l / / N r, ,ryr,r P, , I lr ;/fil;;A:'i� rl'?,'A:'/ /'N :�: iy Ili, ;li, y Y %r, At4`i Y %I •:ii.. Y y, 'J',''. i\ • �� ,•.•I °�� �j�j�i� N. • :' � ° \° jj�j j j \j \j�j�j\j '\ \. \ /fir \r� /� �\' \ /�,, ,��0� • ��� , / \j \ \jj \j� � • �0 .eif; /• /i %I, •I • ii row T • ,O,A.),T4, .. • • ,• - s. N.4' ;4;,:...A.;,. .N.• S'N..•••'4.V.V. '•:;•••■ ' ■•■■ '''' '''' ve. sm. . II ^ . %� %�� .,:s•i\ A,%`.Av.�w�` A`.� /� S..- AI•; /\ /\i \ \/\yy\/\,\,\/\ / �\� \ / \I�� \/\� \i \ /`/`'i R \✓ , . r / %�"/a.• • /\Avt.. s. `• •psi ;`/��\ /` / \/I` . /%./ %�: %` %`. `e.& 11 . I a _ R® .as Rm, `7 ' II I.LL II __• y 'T� •.1'1r11•Ir II A. R UM NMI E ] AR .• Ih�M3 ��11 PIj/ 124' -10 112' ATRIUM , Pd 7 �- _ �.IIIIII��II■ • _ 1111 1111l�071r'•r rij LI■' t,t,ld•la. hall...'' N —! *III �nnllmllnl rn ' ....� .. . �� . LP II 1 LP. Ilk C�i ixM ® LOWER LEVEL FLOOR PI.* CLEVELAND STREET A,r �nF GROUND FLOOR Clearwater Prepared by: Engineering Department Geographic Technology Division 100 S. Myrtle Ave, Clearwater, FL 33756 Ph: (727)562-4750, Fax: (727)526 -4755 www.MyClearwater.com Name: Harborview Center Lease Area Exhibit A Map Gen By: CRM Legend Leased Premises N E Reviewed By:CHL i Date: 12/11/2014 Grid #:2868 S- T- R:16 -29 -15 Scale: N.T.S.