17-15RESOLUTION NO. 17 -15
A RESOLUTION OF THE CITY OF CLEARWATER,
FLORIDA, APPROVING THE CONTRACT FOR
PURCHASE OF REAL PROPERTY LOCATED AT THE
SOUTHWEST CORNER OF PIERCE STREET AND
NORTH OSCEOLA AVENUE WHOSE POST OFFICE
ADDRESS IS 301 PIERCE STREET; APPROVING A
LEASE OF SAID PROPERTY TO THE CLEARWATER
MARINE AQUARIUM EFFECTIVE UPON CLOSING;
AUTHORIZING APPROPRIATE OFFICIALS TO EXECUTE
ALL DOCUMENTS NECESSARY TO COMPLETE THESE
TRANSACTIONS; PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Imagine Clearwater Master Plan identifies this property as one
that the City should ensure contributes to Downtown activation by incorporating uses
that attract residents and visitors to the area, as well as supporting the long -term growth
of the Downtown tax -base, including critical funds to support CRA activities and
potentially park operations; and
WHEREAS, the Clearwater Marine Aquarium has offered to sell this property to
the City for the amount of $4,250,000.00 plus closing costs; and
WHEREAS, it is in the best interest of the City to purchase the property to
facilitate redevelopment of downtown; and
WHEREAS, CMA would like to lease the property back for $1.00 per month,
commencing upon closing, which is anticipated to be no later than April 28, 2017, on a
month to month basis to use as a parking facility during the construction of its
improvements at its current facility, specifically the Parking Garage as approved by the
Community Development Board on January 19, 2016; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CLEARWATER, FLORIDA:
Section 1. The Contract for the Purchase of Real Property located at 301
Pierce Street from the Clearwater Marine Aquarium, attached hereto as Exhibit A is
hereby approved.
Section 2. The lease of the property back to the Clearwater Marine Aquarium,
attached hereto as Exhibit B to the Contract for Purchase of Real Property, is hereby
approved.
Section 3. Appropriate officials are authorized to execute all documents
required to complete these transactions.
Resolution No. 17 -15
Section 4. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this % day of Of U., , 2017.
�
— b0 f �t �eAtto,
George N. Cretekos
Mayor
Approved as to form: Attest:
P amel K. Akin
City Attorney
Rosemarie Call
City Clerk
2 Resolution No. 17 -15
CONTRACT FOR PURCHASE OF REAL PROPERTY
BY
THE CITY OF CLEARWATER, FLORIDA
PARTIES: CLEARWATER MARINE AQUARIUM, INC., a Florida not - for - profit corporation, (herein
"Seller"), and THE CITY OF CLEARWATER, FLORIDA, a municipal corporation of the State of Florida,
(herein "Buyer" or "City ") of 112 South Osceola Avenue, Clearwater, FL 33756, (collectively "Parties ")
hereby agree that the Seller shall sell and Buyer shall buy the following real property ( "Property") upon
the following terms and conditions.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: All of those certain parcels of land located in Pinellas County, Florida, being
identified by the Pinellas County Property Appraiser's Office at Tax Parcel Nos.
16/29/15/00000/130 /0500, 16/29/15/00000/130 /0600, and 16/29/15/00000/130 /0800, and being more
particularly described in Exhibit A attached hereto (the "Land"), together with the following:
(a) All and singular the rights and appurtenances pertaining to the Land including but not limited
to any right, title and interest of Seller, if any, in and to adjacent streets, roads, alleys,
easements and rights -of -way to the extent that such right, title and interest exist;
(b) All of Seller's rights in and to all easements, if any, benefitting the Land; and
(c) Any and all improvements located on the land to the extent that the same may exist.
The Land described in Exhibit A , together with the rights, interests and other properties described in
(a) through (c) above, are collectively called the "Property."
PERSONALTY: NONE
2. FULL PURCHASE PRICE $4,250,000.00
3. MANNER OF PAYMENT: Wire transfer in U.S. funds at time of closing
4. PURCHASE PRICE
The Full Purchase Price as shown herein has been reached through negotiations with the Seller by City
staff. The Purchase Price is based upon appraisals by James Millspaugh & Associates, Inc. and Hupp
Realty Advisors, Inc.
5. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by Seller, the price, terms and conditions as contained herein shall
remain unchanged and be held unconditionally open for a period of 45 days following delivery in
duplicate original to City Manager of the City of Clearwater for acceptance and approval, counter -offer,
or rejection by action of the Clearwater City Council ( "Council "). If this agreement is accepted and
Exhibit A to Resolution 17 -15
approved by the Council, it will be executed by duly authorized City officials and delivered to Seller
within 10 days thereafter. If a counter -offer is approved by the Council, it shall be delivered to Seller in
writing within 10 days of such action by the City Council, and Seller shall have 10 days thereafter to
deliver to Buyer written notice of acceptance or rejection of such counter -offer. If written notice of
acceptance is not timely delivered, or if the counter -offer is rejected by Seller, this contract shall
thereafter be null and void in all respects. If this contract is rejected by the Council upon initial
presentation to the Council, this contract shall be null and void in all respects and Buyer shall be so
informed in writing within 5 days of such action.
6. TITLE
Seller warrants legal capacity to and shall convey marketable title to the Property by Statutory Warranty
Deed, subject only to matters contained in Paragraph 7 acceptable to Buyer. Otherwise title shall be
free of liens, easements and encumbrances of record or known to Seller, but subject to property taxes
for the year of closing; covenants, restrictions and public utility easements of record; and no others
provided there exists at closing no violation of the foregoing and none of them prevents Buyer's
intended use of the Property. (Seller warrants and represents that there is ingress and egress to the
Property sufficient for the intended use as described herein.)
7. TITLE EVIDENCE
Seller shall, at Buyer expense and within 15 days prior to closing date deliver to Buyer a title insurance
commitment issued by a Florida licensed title insurer agreeing to liens, encumbrances, exceptions or
qualifications set forth in this Contract, and those which shall be discharged by Seller at or before
closing. Seller shall convey a marketable title subject only to liens, encumbrances, exceptions or
qualifications set forth in this Contract. Marketable title shall be determined according to applicable Title
Standards adopted by The Florida Bar and in accordance with law. Buyer shall have 5 days from
receiving evidence of title to examine it. If title is found defective, Buyer shall, within 3 days thereafter,
notify Seller in writing specifying defect(s). If the defect(s) render title unmarketable, Seller will have
120 days from receipt of notice within which to remove the defect(s), failing which Buyer shall have the
option of either accepting the title as it then is or withdrawing from this Contract. Seller will, if title is
found unmarketable, make diligent effort to correct defect(s) in title within the time provided therefor,
including the bringing of necessary suits.
8. SURVEY
Buyer acknowledges receipt of a copy of Seller's existing boundary survey dated April 12, 2013 (the
"Existing Survey." Buyer, at Buyer's expense, within time allowed to deliver evidence of title and to
examine same, may have Real Property surveyed and certified to the Buyer by a registered Florida
land surveyor. If survey shows any encroachment on Real Property, or that improvements located on
Real Property encroach on setback lines, easements, lands of others, or violate any restrictions,
contract covenants or applicable governmental regulation, the same shall constitute a title defect. The
survey shall be performed to minimum technical standards of the Florida Administrative Code and may
include a description of the property under the Florida Coordinate System as defined in Chapter 177,
Florida Statutes.
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9. CLOSING PLACE AND DATE
Seller shall designate closing agent and this transaction shall be dosed in the offices of the designated
closing agent in Pinellas County, Florida, no later than April 28, 2017, unless extended by other
provisions of this contract including but not limited to time allotted for the removal of title defects as
provided for in Paragraph 7 above. If either party is unable to comply with any provision of this contract
within the time allowed, and be prepared to close as set forth above, after making all reasonable and
diligent efforts to comply, then upon giving written notice to the other party, time of closing may be
extended up to 60 days without effect upon any other term, covenant or condition contained in this
contract.
10. CLOSING DOCUMENTS
Seller shall furnish dosing statements for the respective parties, deed, bill of sale (if applicable),
mechanic's lien affidavit, assignments of leases, tenant and mortgage estoppel letters, and corrective
instruments. If Seller is a corporation, Seller shall deliver a resolution of its Board of Directors
authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the
resolution and setting forth facts showing the conveyance conforms with the requirements of local law.
11. CLOSING EXPENSES
Documentary stamps on the deed, unless this transaction is exempt under Chapter 201.24, Florida
Statutes, shall be paid by the Seller. Seller shall also pay the costs of recording any corrective
instruments. Recordation of the deed shall be paid by Buyer.
12. PRORATIONS; CREDITS
Any governmental assessments levied of record and accruing against the Property shall be paid by
Seller at time of closing. Taxes, assessments, and other revenue of the Property shall be prorated
through the day before closing. Closing agent shall collect all ad valorem taxes uncollected but due
through the day prior to closing and deliver same to the Pinellas County Tax Collector with notification
to thereafter exempt the Property from taxation as provided in Chapter 196.012(6), Florida Statutes. If
the amount of taxes and assessments for the current year cannot be ascertained, rates for the previous
year shall be used with due allowance being made for improvements and exemptions. Any deposits
held by Seller in trust for third parties in occupancy of the Property shall be credited to Buyer at time of
closing. Assessments for any improvements that are substantially complete at time of closing shall be
paid in full by Seller.
13. PROPERTY CONDITION
Seller shall deliver the Property to Buyer at time of closing in its present "as is" condition, ordinary wear
and tear excepted, and shall maintain the landscaping and grounds in a comparable condition. Seller
makes no warranties other than is disclosed herein in Paragraph 19 ( "SELLER WARRANTIES ") and
marketability of title. Buyer's covenant to purchase the Property "as is" is more specifically represented
in the following paragraph.
a. As Is With Right of Inspection: Buyer may, at Buyer expense and until April 21, 2017
( "Inspection Period "), conduct inspections, tests, environmental and any other investigations of the
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Property Buyer deems necessary to determine suitability for Buyer's intended use. Upon Seller's
execution hereof, Seller shall grant reasonable access to the Property to Buyer, its agents, contractors
and assigns for the purposes of conducting the inspections provided, however, that all such persons
enter the Property and conduct the inspections and investigations at their own risk. Seller will, upon
reasonable notice, provide utilities services as may be required for Buyer's inspections and
investigations. Buyer shall not engage in any activity that could result in a mechanics lien being filed
against the Property without Seller's prior written consent. Buyer may terminate this contract by written
notice to Seller prior to expiration of the Inspection Period if the inspections and/or investigations reveal
conditions which are reasonably unsatisfactory to Buyer. In the alternative, at the Buyer's sole
discretion, if Seller offers to repair or otherwise remedy such conditions to Buyer satisfaction, Buyer
may accept such offer; or Buyer, at its option, may elect to accept a credit at closing of the total
estimated repair costs as determined by a licensed general contractor of Buyer's selection and
expense. If Buyer terminates this contract, and this transaction does not close, Buyer agrees, at Buyer
expense, to repair all damages to the Property resulting from the inspections and investigations and
return the Property to its present condition.
14. WALK - THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to closing, Buyer may
conduct a final "walk- through" inspection of the Property to determine compliance with any Seller
obligations and to insure that all Property is in and on the premises. No new issues may be raised as a
result of the walk - through.
15. SELLER HELD HARMLESS
Buyer is self insured, and subject to the limits and restrictions of the Florida Sovereign immunity statute,
F.S. 768.28, agrees to indemnify and hold harmless the Seller from claims of injury to persons or
property during the inspections and investigations described in Paragraph 13(a) resulting from Buyer's
own negligence only, or that of its employees or agents only, subject to the limits and restrictions of the
sovereign immunity statute.
16. RISK OF LOSS
If the Property is damaged by fire or other casualty before closing and cost of restoration does not
exceed 3% of the assessed valuation of the Property so damaged, cost of restoration shall be an
obligation of the Seller and closing shall proceed pursuant to the terms of this contract with restoration
costs escrowed at closing. If the cost of restoration exceeds 3% of the assessed valuation of the
improvements so damaged, Buyer shall have the option of either taking the Property "as is ", together
with any insurance proceeds payable by virtue of such loss or damage, or of canceling this contract.
17. PROCEEDS OF SALE; CLOSING PROCEDURE
The deed shall be recorded upon clearance of funds. Proceeds of sale shall be held in escrow by
Seller's attorney or by such other mutually acceptable escrow agent for a period of not longer than 5
days from and after closing, during which time evidence of title shall be continued at Buyer's expense to
show title in Buyer, without any encumbrances or change which would render Seller's title
unmarketable from the date of the last title evidence. If Seller's title is rendered unmarketable through
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no fault of the Buyer, Buyer shall, within the 5 day period, notify the Seller in writing of the defect and
Seller shall have 30 days from the date of receipt of such notification to cure the defect. If Seller fails to
timely cure the defect, all funds paid by or on behalf of the Buyer shall, upon written demand made by
Buyer and within 5 days after demand, be returned to Buyer and simultaneously with such repayment,
Buyer shall vacate the Property and reconvey it to Seller by special warranty deed. If Buyer fails to
make timely demand for refund, Buyer shall take title "as is ", waiving all rights against Seller as to any
intervening defect except as may be available to Buyer by virtue of warranties contained in the deed.
The escrow and closing procedure required by this provision may be waived if title agent insures
adverse matters pursuant to Section 627.7841, F.S. (1987), as amended.
18. DEFAULT
If this transaction is not closed due to any default or failure on the part of the Seller, other than to make
the title marketable after diligent effort, Buyer may seek specific performance or unilaterally cancel this
agreement upon giving written notice to Seller. if this transaction is not closed due to any default or
failure on the part of the Buyer, Seller may seek specific performance. If a Broker is owed a brokerage
fee regarding this transaction, the defaulting party shall be liable for such fee.
19. SELLER WARRANTIES
Seller warrants that there are no facts known to Seller that would materially effect the value of the
Property, or which would be detrimental to the Property, or which would effect Buyer's desire to
purchase the property except as follows: (Specify known defects. If none are known, write "NONE")
NONE
Buyer shall have the number of days granted in Paragraph 13(a) above ( "Inspection Period ") to
investigate said matters as disclosed by the Seller, and shall notify Seller in writing whether Buyer will
close on this contract notwithstanding said matters, or whether Buyer shall elect to cancel this contract.
If Buyer fails to so notify Seller within said time period, Buyer shall be deemed to have waived any
objection to the disclosed matters and shall have the obligation to close on the contract.
20. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(8), Florida Statutes (1989), as amended, Buyer is
hereby informed as follows:
RADON GAS: Radon is a naturally occurring radioactive gas that, when it
has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit.
21. CONTRACT NOT RECORDABLE; PERSONS BOUND
Neither this contract nor any notice of it shall be recorded in any public records. This contract shall bind
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and inure to the benefit of the parties and their successors in interest. Whenever the context permits,
singular shall include plural and one gender shall include all.
22. NOTICE
All notices provided for herein shall be deemed to have been duly given if and when deposited in the
United States Mail, properly stamped and addressed to the respective party to be notified, including the
parties to this contact, the parties attorneys, escrow agent, inspectors, contractors and all others who
will in any way act at the behest of the parties to satisfy all terms and conditions of this contract.
If to the Seller: Clearwater Marine Aquarium, Inc.
249 Windward Passage
Clearwater, FL 33767
Attn: Frank Dame, Executive Vice President/Chief Operating Officer
Telephone: (727)441 -1790 Fax: (727)445 -1139 Email: fdamee,cmaquarium.org
With a copy to: Macfarlane Ferguson and McMullen, P.A.
625 Court St., Suite 200
Clearwater, FL 33756
Attn: Brian J. Aungst, Jr., Esq. and Thomas C. Nash, II, Esq.
Telephone: (727)444-1403 Fax: (727)442 -8470
Email: bjaamacfar.com, tcnAmacfar.com
If to the Buyer:
City of Clearwater
P.Q. Box 4748
Clearwater, FL 33758 -4748
Attn: Pamela K. Akin, City Attorney
Telephone: (727)562 -4020 Fax: (727)562 -4021
Email: pam.akinamyclearwater.com
23. ASSIGNABILITY; PERSONS BOUND
This contract is not assignable. The terms "Buyer", "Seller", and "Broker" (if any) may be singular or
plural. This Contract is binding upon Buyer, Seller, and their heirs, personal representatives,
successors and assigns (if assignment is permitted).
24. ATTORNEY FEES; COSTS
In any litigation arising out of this contract, the prevailing party shall be entitled to recover reasonable
attorney's fees and costs.
25. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in conflict with them.
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26. BROKER REPRESENTATION
Seller is not represented by a Licensed Real Estate Broker upon Seller's execution hereof. Should
Seller choose to obtain the services of a License Real Estate Broker, Seller shall be responsible for any
Broker fee or expense due to said Broker.
27. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to affect the validity of
any other provision. In the event that any provision of this contract is held to be invalid, the parties
agree that the remaining provisions shall be deemed to be in full force and effect as if they had been
executed by both parties subsequent to the expungement of the invalid provision.
28. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be governed by, construed, and
enforced in accordance with the laws of the State of Florida.
29. COUNTERPARTS; FACSIMILE COPY
This contract may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument. A facsimile copy of this contract, including any
addendum, attachments and any written modifications hereof, and any initials or signature thereon shall
be deemed an original.
30. SPECIAL CONDITION REGARDING FUTURE PARKING
As further consideration for the purchase and sale contemplated herein, the Buyer shall enter into a
lease with the Seller for the Property as provided for in paragraph 32, a copy of which is attached as
EXHIBIT "B."
This Section 30 shall survive Closing and conveyance contemplated herein.
31. LEASES
Parties acknowledge and agree that Seller may continue to occupy the Property under a Business
Lease Contract between the City and Seller as provided for in paragraph 32 below and Seller may
sublease the Property and collect rents pursuant to said Business Lease Contract for a period not to
exceed the Seller's occupancy.
32. BUSINESS LEASE CONTRACT ADDENDUM
It is agreed by and between the Parties that execution, implementation and fulfillment of the terms and
provisions of that certain Business Lease Contract respective to the Property, an exact copy of which is
appended hereto as EXHIBIT "B ", is integral, appurtenant to and a part of this Contract, and will be
executed and effective as of the closing date.
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33. ENTIRE AGREEMENT
Upon execution by Seller and Buyer, this contract shall constitute the entire agreement between the
parties, shall supersede any and all prior and contemporaneous written and oral promises,
representations or conditions in respect thereto. All prior negotiations, agreements, memoranda and
writings shall be merged herein. Any changes to be made in this agreement shall only be valid when
expressed in writing, acknowledged by the parties and incorporated herein or attached hereto.
EXECUTED this /Pay of Nl , 2017 by Seller.
Att t:
CLEARWATE ENE AQUARIUM, INC.
-27V By
tuu Frank Dame,
Executive Vice President/COO
Print Name
APPROVED BY BUYER & EFFECTIVE this day of , 2017.
Countersigned: CITY OF CLEARWATER, FLORIDA
By:
George N. Cretekos William B. Home II
Mayor City Manager
Approved as to form: Attest:
Pamela K. Akin Rosemarie Call
City Attorney City Clerk
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Exhibit A
Legal Description
Commence at the Northeast corner of Section 16, Township 29 South, Range 15 East, Pinellas
County, Florida, and run West, along the North boundary line of said Section 16, 1320.00 feet;
thence South, along the West boundary line of the East 1/2 of the Northeast 1/4 of said Section
16, 1526.16 feet to an intersection with the Easterly projection of the centerline of Pierce Street;
thence North 89 °45'W, 418.0 feet to the projection of the West right -of -way line of Osceola
Avenue; thence South 20.00 feet to the Southwest corner of the intersection of Pierce Street and
Osceola Avenue for a Point of Beginning; thence South 00°19'55" East, along the West right -of-
way of Osceola Avenue, 148.20 feet, to the North boundary line of OAK COVE, A
COMMERCIAL CONDOMINIUM, as recorded in Condominium Plat Book 102, Page 92, of
the Public Records of Pinellas County, Florida; thence leaving said West right -of -way line South
88 °50'45" West, along the North boundary line of said OAK COVE, 475.00 feet; thence North
00 °19'55" West, 48.05 feet; thence North 88 °48'12" East, 100.00 feet; thence North 00 °19'55"
West, 99.80 feet to the South right -of -way line of Pierce Street; thence North 88 °48'12" East,
along the said South right -of -way line, 375.00 feet to the POINT OF BEGINNING.
EXHIBIT B
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into this day of April,
2017, by and between The City of Clearwater, a municipal corporation of the State of
Florida, 112 South Osceola Avenue, Clearwater, Florida, 33756, herein called the
"Lessor ", and Clearwater Marine Aquarium, Inc., a Florida non - profit corporation whose
principal address is 249 Windward Passage, Clearwater, FL 33767, herein called the
"Lessee ".
WITNESSETH:
WHEREAS, the Lessor is the owner of that certain property located at 301 Pierce
Street, Clearwater, Florida 33756, more particularly described in Exhibit "A ", attached hereto
and incorporated herein ( "Premises "), which consists of an unimproved parking lot ( "Parking
Lot "); and
WHEREAS, Lessee desires to lease from Lessor that portion of the Premises
constituting said Parking Lot for use as a parking facility during the construction of its
improvements at its main facility, specifically the Parking Garage as approved by the
Community Development Board on January 19, 2016, ( "the Project ");
NOW, THEREFORE, in consideration of the Premises and the mutual covenants
contained in this Agreement, the Lessor and Lessee hereby agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are incorporated in and
form a part of this agreement.
2. TERM. This term of this lease shall commence on April , 2017 (date of
closing), ( "Commencement Date ") and continuing on a month -to -month basis until
terminated by either party as provided for herein. If the Lessor terminates this lease
while the Lessee's construction project at 249 Windward Passage is in progress the
Lessor shall make a reasonable effort to locate alternative parking of similar capacity in
downtown Clearwater for the Lessee to utilize until the completion of the Project.
3. RENT.
a. Rent: Lessee agrees to pay the sum of One dollar ($1.00) per month, due on the 1st
of each month, plus applicable sales taxes for the term of this lease. Simultaneously
with the execution and delivery of this lease, the Lessee shall pay the first month's rent.
b. Real Estate Taxes: Lessee shall be responsible to pay the real estate taxes if any on
the Premises.
4. LEASEHOLD. The Lessor leases to the Lessee the following described property,
located in Pinellas County, Florida, to wit:
SEE EXHIBIT "A"
5. USE OF PREMISES. Lessee shall use the property for parking for Clearwater Marine
Aquarium guests and employees during the construction of the Project at its main facility.
Lessee covenants and agrees to make no unlawful, improper or offensive use of the leased
premises. At the termination of this lease, Lessee agrees to return the premises to the
Lessor in as good condition as at the effective date of this agreement, subject to normal
wear and tear. Lessor does not warrant suitability of the Property for parking.
6. MAINTENANCE/REPAIR /IMPROVEMENT OF PREMISES. Property is being leased in "as
is" condition. The Lessee shall properly maintain the leasehold in a clean and orderly
condition. Lessor shall not be responsible for the maintenance of the Premises. Lessee
may restripe, paint or otherwise mark or label parking spaces and install signage in
accordance with applicable law.
7. QUIET ENJOYMENT. Upon payment of the rents herein required, and upon observing and
performing the covenants, terms and conditions required by the lease, the Lessee shall
peaceably and quietly hold and enjoy the leased premises for the term of the lease without
hindrance or interruption by the Lessor.
8. INSURANCE. Prior to taking possession of the premises Lessee shall provide proof of
Insurance against claims for injuries to persons or damage to property which may arise from
or in connection with this lease.
a. Commercial General Liability Insurance coverage, including but not limited to,
premises operations, products /completed operations, products liability, contractual
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.
Nothing herein shall be construed as a waiver of Lessor's right to sovereign immunity or
any limitation of liability to which Lessor is entitled to pursuant to § 768.28, Florida
Statutes.
9. REPARABLE DAMAGE. If any portion of the Premises are damaged by fire or otherwise to
such extent so as to interfere with their use by Lessee, the rent payable for the period
commencing on the date on which Lessee gives Lessor written notice of such damage, and
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ending on the date on which restoration of the Premises is completed, shall be abated in the
proportion which the area made unusable bears to the overall area of the premises leased
to the Lessee prior to the damage. If the Premises are totally destroyed or rendered
untenantable, Lessor shall have the right, but no obligation, to render the premises
tenantable by repairs within thirty (30) days from the date that insurance claims of Lessor
and Lessee shall have been settled and Lessor shall be free of all restrictions as to
proceeding with the work of repair or restructure. The rent payable for the period
commencing on the date on which Lessee gives Lessor written notice of such damage and
ending on the date on which restoration of the Premises is completed shall be abated. If the
premises are not rendered tenantable within that period, either party may cancel this Lease,
and in the event of cancellation rent shall be paid only to the day of the casualty.
10. LIABILITY AND INDEMNIFICATION. Lessee agrees to assume all risks of the Parking Lot
and all liability therefore, and shall defend, indemnify, and hold harmless the Lessor, for all
claims related to its use hereunder up to the limits of any and all available insurance
coverage.
11. Assumption of Risk and Disclaimer of Liability:
The Property is to be used at the sole risk of the Lessee, Lessee's guests and
invitees, or other persons making legal and proper use of the Leased Property, and
the City of Clearwater shall not be liable or responsible for the care or protection of
vehicles and contents, or for any loss or damage of whatever kind or nature to said
vehicle, howsoever occasioned. There is no guarantee or warranty of any kind as to
the condition of the Property, nor shall the City be responsible for injuries to persons
or property occurring thereon for any reason whether herein specifically stated or not.
12. Nothing within this Lease shall constitute a waiver of the City's sovereign immunity
under Section 768.28, Florida Statutes.
13. Lessee, Lessee's independent contractors, agents, servants, employees, guests,
invitees, or other persons making legal and proper use of the Property shall assume
the duty to report all accidents to the City's Parking Manager or the Lessor's
designee.
14. ASSIGNMENT OF LEASE. This Lease, or any part thereof or interest therein, may
not be assigned, transferred or subleased by Lessee without the consent of the
Lessor, which consent shall not unreasonably be withheld. It is understood and
agreed that the Lessor may, at any time, with notice, assign or delegate any or all of
its rights hereunder.
15. Termination by Lessee. This Agreement shall be subject to termination by Lessee
with thirty (30) days written notice.
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16. Termination by Lessor. The City, at its option, may terminate this Lease upon six (6)
months written notice to Lessee if any of the following conditions occur:
a) At the sole discretion of the City Manager, the Property is needed for
development, redevelopment or park purposes. However, the City
Manager may not exercise this termination right during the initial one
year term;
b) The City Council determines at a duly constituted City Council Meeting
that the Property is needed for other municipal purposes and serves
the Lessee with ten (10) days notice of the meeting where such
termination is to be discussed.
17. NOTICE. Any notice given by one party to the other in connection with the Lease
shall be sent by certified mail, return receipt requested, with postage and fees
prepaid:
1. If to the Lessor, addressed to:
Copy addressed to:
2. If to the Lessee, addressed to:
City Manager
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758 -4748
City Attorney
P.O. Box 4748
Clearwater, Florida 33758 -4748
Frank Dame, COO
Clearwater Marine Aquarium, Inc.
249 Windward Passage
Clearwater, FL 33767
18. ATTORNEYS FEES. In the event that either party seeks to enforce this agreement
or to interpret any provision of this agreement, by law or through attorneys -at -law, or
under advice therefrom, the parties agree that each party shall bear its own costs,
including attorney's fees.
19. COMMISSIONS. The parties hereto warrant and represent to each other that they
have not dealt or consulted with any real estate broker or agent in connection with
the property or this transaction other than Colliers Arnold, who represents the Lessor.
Lessor acknowledges that Lessee shall not be responsible for any fee related to
such representation.
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IN WITNESS WHEREOF, the parties have authorized the below signed officers to
execute this Agreement on the date first above written.
Countersigned: CITY OF CLEARWATER
By:
George N. Cretekos, Mayor William B. Home, II, City Manager
Approved as to form: Attest:
Pamela K. Akin
City Attorney
Rosemarie Call, City Clerk
CLEARWATER MARINE AQUARIUM,
INC.
By:
Print Name/Title
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