LEASE AGREEMENT•
EASTBOURNE INVESTMENTS LTD.
As Landlord
and
CITY OF CLEARWATER
As Tenant
LEASE AGREEMENT
p/)'I ,Z3 , 2019
TABLE OF CONTENTS
Page
1. LEASED PREMISES 1
2. TERM 1
3. USE 3
4. RENT 4
5. TENANT'S PROPORTIONATE SHARE OF TAXES, INSURANCE,
OPERATING, MAINTENANCE AND OTHER EXPENSES 5
6. LANDLORD'S SERVICES 5
7. UTILITIES 5
8. MAINTENANCE AND REPAIRS 6
9. ACCESS TO THE LEASED PREMISES 6
10. QUIET ENJOYMENT 6
11. ALTERATIONS 6
12. LIABILITY 9
13. INSURANCE 10
14. FIRE OR OTHER CASUALTY 9
15. EMINENT DOMAIN 10
16. SUBORDINATION 11
17. ESTOPPEL CERTIFICATE 12
18. DEFAULT 12
19. FAILURE TO INSIST ON STRICT PERFORMANCE 14
20. SURRENDER OF LEASED PREMISES 14
21. HOLDING OVER 15
22. EXPENSES AND ATTORNEYS' FEES 15
23. OBLIGATIONS OF TENANT 16
24. ASSIGNMENT OR SUBLETTING 16
25. BROKER 17
26. RULES AND REGULATIONS 17
27. USE OF PARKING LOT AND OTHER COMMON AREAS 17
28. [INTENTIONALLY OMITTED] 18
29. SMOKING AND NON-SMOKING AREAS 18
30. RADON GAS 18
31. MISCELLANEOUS 18
32. CONSTRUCTION 19
33. FORCE MAJEURE 19
34. SECURITY DEPOSIT 19
35. NO RECORDATION OF LEASE 20
36. REPRESENTATIONS AND WARRANTIES OF TENANT 20
37. CONSENT OF MORTGAGEE 20
38. NON-RECOURSE TO LANDLORD 21
39. DISCLAIMER REGARDING SECURITY 21
40. WAIVER OF JURY TRIAL 21
40. TERMINATION OF PRIOR LEASE 22
41. TERMINATION BY TENANT 22
40. PUBLIC RECORDS 22
EXHIBIT A - PROPERTY
EXHIBIT B - OUTLINE OF LEASED PREMISES
EXHIBIT C - WORK LETTER
EXHIBIT D - BUILDING RULES AND REGULATIONS
EXHIBIT E - DECLARATION OF DELIVERY AND ACCEPTANCE
EXHIBIT F - PARKING PLAN
LEASE AGREEMENT
THIS LEASE AGREE NT, made and entered into effective as of
thec day of ri/ , 2019, by and between EASTBOURNE
INVESTMENTS LTD., a elaware corporation, c/o Ciminelli Real
Estate Services of Florida, LLC, 14499 N. Dale Mabry Hwy., Suite
200, Tampa, Florida 33618 (the "Landlord"), and City of
Clearwater , having its address at 401 Corbett Street, Suite
400, Clearwater Florida 33756 (the "Tenant").
RECITAL S:
A. Landlord owns certain real property located at 401
Corbett Street, Clearwater FL 33756 in Pinellas County, Florida
("Property"), more particularly described in Exhibit A attached
hereto and made a part hereof, and the building known as Powell
Professional Center located on the Property ("Building").
B. Landlord and Tenant are parties to that certain Lease
Agreement dated May 19, 2010, whereby Tenant leases from
Landlord approximately 2,677 rentable square feet within the
Building and commonly known as Suite 240 (the "Prior Lease").
The Term of the Prior Lease expires on June 30, 2019.
C. Tenant desires to relocate to the approximately 3,719
rentable square feet of space within the Building commonly known
as Suite 400 and to lease such space for a term of five (5)
years.
D. Landlord and Tenant desire to enter into this Lease
Agreement in substitution of the Prior Lease, all as more fully
set forth herein.
E. The Property is or may be, from time to time, subject
to one or more mortgages in favor of one or more mortgagees
(individually, "Mortgagee") to secure certain indebtedness of
the Landlord.
NOW, THEREFORE, in consideration of the foregoing and of
the representations and agreements contained in this Lease
Agreement, the parties hereby agree as follows:
1. LEASED PREMISES. Landlord hereby leases to Tenant,
and Tenant leases from Landlord, Suite 400, containing
approximately 3,719 rentable square feet of space on the fourth
floor of the Building, located as shown on Exhibit B attached
hereto and made a part hereof (the "Leased Premises"), upon the
terms and conditions set forth in this Lease Agreement. Tenant
accepts the Leased Premises in its current condition. Landlord
agrees to construct certain improvements in the Leased Premises,
as specified in the work letter (the "Work Letter"), which is
attached hereto as Exhibit C and made a part hereof. Except as
expressly set forth in this Lease Agreement and in the Work
Letter, Landlord shall have no obligation to make or pay for any
improvements in or to the Leased Premises. All warranties,
including those with respect to the condition of the Leased
Premises or its fitness for use, either expressed or implied, are
hereby disclaimed and expressly waived by Tenant.
2. TERM.
(a) The initial term ("Initial Term") of this Lease
Agreement shall commence on the date Landlord substantially
completes the work described on the Work Letter (the
"Commencement Date"), and shall expire at midnight on the day
preceding the fifth (5th) anniversary thereof, unless sooner
terminated in accordance herewith. Landlord and Tenant
anticipate the Commencement Date will occur on or about May 1,
2019. If the Commencement Date falls on a day other than the
first day of a calendar month, the first lease year shall
include the partial calendar month during which the Commencement
Date occurs and the immediately following twelve (12) calendar
month period, and the lease term shall automatically be extended
to include such partial calendar month.
(b) The "Term" of this Lease Agreement shall mean the
Initial Term and any renewal term created pursuant the Tenant's
exercise of a renewal option granted to Tenant in this Lease
Agreement. Any other renewal or extension of the Initial Term
shall be at Landlord's sole discretion and shall be subject to
such terms and conditions as Landlord in its sole discretion may
require.
3.
Premises
purpose.
any part thereof
disreputable purpose, (b) in violation of any certificate of
occupancy, temporary or otherwise, or restrictions or
regulations affecting the Leased Premises, (c) in any manner
which may constitute a nuisance, public or private, unreasonably
annoy or inconvenience other tenants of the Building, or make
void or voidable any insurance then in force with respect
thereto. Tenant shall not operate a telemarketing or similar
use in the Leased Premises. Tenant shall conduct its operations
in compliance with all applicable federal, state and local laws,
ordinances, rules, regulations or orders related to Hazardous
Substances (as defined in Section 12 hereof) and shall at all
times keep the Leased Premises free and clear of any and all
unpermitted or unauthorized Hazardous Substances. Tenant shall
be responsible for medical, special and infectious waste and
materials (collectively, "Biohazardous Waste") collection,
maintenance, storage, removal and disposal in accordance with
all applicable laws, regulations and orders. Further, Tenant
shall not permit the mixing or disposal of any Hazardous
Substances or Biohazardous Waste with the general office refuse.
USE. Tenant shall occupy, use and
only for a medical office use,
the
(a)
Tenant
shall not use or allow
to be used or occupied
operate the Leased
and for no other
Leased Premises or
for an unlawful or
Tenant shall at its own cost and expense promptly
observe and comply with all laws, ordinances, requirements,
orders, directives, rules and regulations of the federal, state,
county, municipal or town governments and of all governmental
authorities affecting its occupancy of and conduct of its
business at the Leased Premises, whether the same are in force
at the commencement of the Term of this Lease Agreement or may
be in the future passed, enacted or directed.
Tenant shall not erect, install, maintain or display
any signs, lettering, awnings, canopies or advertising on the
interior or exterior of the Leased Premises or the Building
without the prior written consent of Landlord, which consent may
be withheld or denied by Landlord in its sole and absolute
discretion. In the event such consent of Landlord is obtained,
Tenant, at its sole cost and expense, shall provide and maintain
all signage, vinyl lettering and the like in good condition and
repair at all times during the Lease Term. Upon the termination
of this Lease Agreement, Tenant shall remove all signs,
lettering, awnings and canopies and repair any and all damage
caused by such removal. Tenant shall be responsible for
ensuring that all signs, lettering, awnings, canopies or
advertising erected or installed by Tenant comply with all
applicable laws.
4. RENT.
(a) Tenant covenants and agrees to pay to Landlord as
base rent during the Initial Term of this Lease Agreement the
amounts as set forth below in this Section 4(a). Such base rent
shall be payable monthly in advance, without notice, demand,
offset or deduction, on the first day of each month of the Term,
except the base rent for the first full calendar month of the
Term shall be payable on the date of the execution of this Lease
Agreement. Such base rent shall be due in the amounts set forth
as follows:
Effective
Date
No. of
Months
Rate
Monthly
Annual
06/01/19
12
$20.27
$6,282.00
$75,384.00
06/01/20
12
$20.88
$6,470.00
$77,640.00
06/01/21
12
$21.50
$6,664.00
$79,968.00
06/01/22
12
$22.15
$6,864.00
$82,368.00
06/01/23
12
$22.81
$7,070.00
$84,840.00
"Rent" (which term shall include base rent, additional
rent as described in this Lease Agreement and any additional
amounts or charges due from Tenant hereunder) shall be paid to
Landlord in lawful money of the United States of America to
Eastbourne Investments Ltd. c/o Ciminelli Real Estate Services
of Florida, LLC, 14499 N. Dale Mabry Hwy., Suite 200, Tampa, FL
33618, or to such other person or at such other place as
Landlord may from time to time designate in writing. Tenant's
covenant to pay base rent and additional rent under this Lease
Agreement is an independent covenant.
(b) No payment by Tenant or receipt by Landlord of a
lesser amount than that provided herein shall be deemed to be
other than on account of the earliest stipulated Rent nor shall
any endorsement or statement on any check or any letter
accompanying any check or payment as Rent be deemed an accord
and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of
such Rent or pursue any other remedy provided herein.
(c) Any installment of Rent not received by Landlord
within five (5) days after it is due shall be subject to a late
charge equal to five percent (5%) of such installment and shall
bear interest from the due date at the rate of three percent
(3%) per annum in excess of the Prime Rate as published from
time to time in The Wall Street Journal or comparable
publication.
(d) In the event that the Term commences after the
first day of a month or expires prior to the last day of a
month, Rent for such fractional month shall be prorated based on
a 30 -day month.
(e) Except as expressly provided in this Lease
Agreement, Tenant shall not make any prepayment of Rent.
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(f) Tenant represents to Landlord that Tenant is
currently exempt from paying all sales and use taxes in the
State of Florida. Contemporaneous with the execution of this
Lease Agreement, Tenant will provide Landlord with a copy of its
current Florida Sales Tax Exemption Certificate. If there is a
change in the Tenant's tax exemption status, Tenant shall
immediately notify Landlord and begin paying applicable sales
taxes on all Rent paid and payable hereunder from and after the
date Tenant lost its exemption.
5. TENANT'S PROPORTIONATE SHARE OF TAXES, INSURANCE,
OPERATING, MAINTENANCE AND OTHER EXPENSES.
(a) As used in this Section 5, a "Lease Year" shall
be each twelve month period from January 1 through December 31
during the term of this Lease Agreement.
(b) For each Lease Year during the Term after
calendar year 2019 (the "Base Year"), Tenant shall pay to
Landlord as additional rent its Proportionate Share (as
hereafter defined) of the amount by which the Enumerated Items
(as hereafter defined) for such Lease Year exceeds the amount of
the Enumerated Items for the Base Year (the "Base Year
Enumerated Items"). The amount by which the Enumerated Items
for any Lease Year exceeds the Base Year Enumerated Items is
hereafter referred to as the "Increased Cost". For purposes of
this Lease Agreement, "Enumerated Items" shall mean Landlord's
expenses for (i) all state and local real estate taxes and
assessments, and payments in lieu thereof, and all other charges
and assessments imposed upon the Property ("Taxes"),
(ii) premiums for fire, casualty, liability, rent loss and any
other insurance maintained by Landlord ("Insurance"), (iii) the
maintenance services provided for in Section 6, (iv) water and
sewer service and other utilities for the Property
("Utilities"), (v) janitorial and cleaning services, and removal
of trash, from the common areas, and (vi) all other operating,
management, maintenance, repair and other expenses incurred by
Landlord with respect to the Property.
(c) On or about January 1 of each Lease Year after
the Base Year (or as soon thereafter as practical), including,
at Landlord's election, January 1, 2019, Landlord shall provide
Tenant with a comparison of the Base Year Enumerated Items and
the projected Enumerated Items for such current Lease Year (the
"Estimated Enumerated Items"), and Tenant shall thereafter pay,
as additional rent, Tenant's Proportionate Share of any
projected excess of the Estimated Enumerated Items for such
Lease Year over the Base Year Enumerated Items. Said amount
shall be payable in advance on a monthly basis by way of paying
1/12th of such projected excess during each month of such Lease
Year. Until Landlord has furnished Tenant such comparison,
Tenant shall continue to pay on the basis of the prior year's
estimate until the month after such comparison is given, at
which time Tenant shall adjust its monthly installments of
Estimated Enumerated Items to compensate for any deficiency in
the amounts of Estimated Enumerated Items previously paid by
Tenant for that Lease Year. Landlord shall, within a period of
one hundred twenty (120) days (or as soon thereafter as
practical) after the close of each Lease Year following the Base
Year provide to Tenant an unaudited statement of such Lease
Year's actual Enumerated Items (such actual Enumerated Items and
Base Year Enumerated Items both being adjusted to reflect
throughout the pertinent Lease Year). If the actual Enumerated
Items exceed the Estimated Enumerated Items, Tenant shall pay
its Proportionate Share of such excess to Landlord within thirty
(30) days of Tenant's receipt thereof. If such Lease Year's
Estimated Enumerated Items are greater than the actual
Enumerated Items, Landlord shall credit to Tenant, within thirty
(30) days of the issuance of such statement, Tenant's
Proportionate Share of the difference between (a) the Estimated
Enumerated Items, and (b) the greater of the actual Enumerated
Items or the Base Year Enumerated Items.
(d) For purposes of this Section 5, Tenant's
"Proportionate Share" of the Increased Cost of each Enumerated
Item or component thereof shall be computed by multiplying (a)
the Increased Cost of each Enumerated Item by (b) a fraction,
the numerator of which is the number of rentable square feet in
the Leased Premises and the denominator of which is the number
of rentable square feet of space in the Building. The Increased
Cost of each Enumerated Item shall be net and shall be reduced
by the amount of any insurance or other reimbursement or
recoupment payment, discount or credit actually received by
Landlord in connection therewith. With respect to any Lease
Year or partial Lease Year in which the Property is not occupied
to the extent of 95% of the rentable area thereof, or Landlord
is not supplying services to 95% of the rentable area thereof,
the Enumerated Items for such period shall be increased to the
amount which would have been incurred had the Property been
occupied to the extent of 95% of the rentable area thereof and
Landlord had been supplying services to 95% of the rentable area
thereof. If the Term of this Lease Agreement terminates on a
date other than December 31, then Tenant's obligation to pay
additional rent (including, without limitation, Tenant's
Proportionate Share of Increased Costs) for the partial Lease
Year during which this Lease Agreement terminates (1) shall be
pro -rated based upon the number of days in said partial Lease
Year during which this Lease Agreement was in effect, and
(2) shall survive the termination of this Lease Agreement.
(f) Notwithstanding the forgoing, increases in
Controllable Costs payable by Tenant shall be capped at 5% per
year on a cumulative and compounding basis. The term
"Controllable Costs" means the Enumerated Item other than Taxes,
Insurance and Utilities.
(g) Tenant's obligation to pay its Proportionate
Share of the Increased Cost of the Enumerated Items during the
term hereof shall survive the expiration or termination of this
Lease Agreement.
6. LANDLORD'S SERVICES. Landlord shall, during the Term
of this Lease Agreement, provide maintenance, repairs and
replacements to the foundation, roof and load bearing walls of
the Building and the components of the heating, plumbing, water,
electrical, sprinkler and air conditioning systems of the
Building, all of which are needed in the reasonable judgment of
Landlord, unless caused by the misuse or negligence of Tenant,
its employees, agents, contractors or invitees. In addition,
Landlord shall provide parking lot lighting, striping and
maintenance; landscaping; maintenance of fences (if any); lawn
care; maintenance of Building exterior and sign (if any); and
cleaning and maintenance of common hallways, walks, restrooms
and other common areas. Landlord shall not be required to
perform any services except as specifically set forth herein.
7. UTILITIES. Landlord shall provide (a) heat and air
conditioning Monday through Friday exclusive of holidays from
8 a.m. to 6 p.m. and Saturday from 9 a.m. to 12 p.m., and
(b) water and sewer customary for office purposes. Tenant shall
be responsible for the cost of electrical usage for the Leased
Premises, and shall contract for and pay for said usage directly
to the appropriate utility company. Landlord shall also be
responsible for water and sewer and for normal trash collection
from the common areas. Landlord shall not be liable for any
failure of a utility company or governmental authority to supply
such service or for any loss, damage or injury caused by or
related to such failure to supply such service which failure is
outside the reasonable control of Landlord.
8. MAINTENANCE AND REPAIRS. Tenant shall, at its sole
expense, be responsible for maintaining the Leased Premises in a
good, orderly and clean condition. Tenant shall cause the
removal of trash (including, without limitation, Biohazardous
Waste) from the Premises and shall undertake normal interior
cleaning and janitorial services. Tenant shall also repair, at
its sole expense to the extent not covered by insurance, and to
the satisfaction of Landlord, any damage to the Property, the
Leased Premises, the Building or any appurtenances thereto
caused by the misuse or negligence of Tenant, its employees,
agents, contractors or invitees. Whenever glass is broken due
to the misuse or negligence of Tenant, its employees, agents,
contractors or invitees, Tenant agrees to replace all broken
glass with glass of the same size and quality of that broken at
its sole expense to the extent not covered by insurance. Tenant
shall not be entitled to any partial or total abatement of Rent
for periods during which repairs are required to be made,
whether such repairs are the responsibility of Landlord or
Tenant.
9. ACCESS TO THE LEASED PREMISES. Tenant agrees that
Landlord shall have such rights to enter upon the Leased
Premises (during normal business hours and upon giving Tenant
reasonable advance notice), including rights of ingress and
egress, as shall be necessary to enable it to exercise its
powers, rights, duties and obligations as set forth in this
Lease Agreement. Landlord shall further have the right to enter
into and grant licensees the right to enter into the Leased
Premises during Tenant's normal business hours, or in the case
of an emergency at any time, upon reasonable notice to Tenant
under the circumstances, for any purpose which Landlord may deem
necessary, including, without limitation, for making structural
repairs to the Building or the Leased Premises or any other
repairs for which Landlord is responsible, or for exhibiting the
Leased Premises to prospective purchasers, mortgagees or
tenants.
10. QUIET ENJOYMENT. Landlord covenants that so long as
Tenant is not in default hereunder, it shall and may peaceably
and quietly have, hold and enjoy the Leased Premises during the
term of this Lease Agreement and any renewal or extension hereof
without hindrance from Landlord or any party claiming by,
through, or under Landlord, but not otherwise, subject to the
provisions hereof, and of any mortgages, easements,
restrictions, declarations and agreements to which the Leased
Premises are now or shall hereafter be subject.
11. ALTERATIONS. Tenant shall make no alterations,
additions or improvements in or to the Leased Premises without
Landlord's prior written consent, which consent Landlord shall
have the right to withhold in its sole discretion if the
proposed alterations, additions or improvements affect the roof,
structural elements, or mechanical, plumbing or electrical
elements of the Building. In the event that Landlord consents
to any alterations, additions or improvements, Landlord shall
furnish to Tenant at the time of delivering the consent a
listing of all of Landlord's requirements with respect to
construction. Any such alterations, additions or improvements
shall be made at Tenant's sole expense. Any alterations,
additions, improvements or modifications to the Premises made by
Tenant, shall be made in a good and workmanlike manner, and in
accordance with all applicable laws, regulations, building and
fire safety codes, and other governmental requirements, and in
subject to the reasonable rules and conditions of Landlord.
Tenant has no authority or power to cause or permit any
lien or encumbrance, whether created by act of Tenant, operation
of law or otherwise, to be attached to or be placed upon the
Leased Premises, the Building or the Property, and any and all
liens and encumbrances created by Tenant shall be attached only
to its interest in the Leased Premises. Any lien or claim of
lien filed against the Leased Premises, the Building or the
Property for work claimed to have been done for, or for
materials claimed to have been furnished to, Tenant shall be
discharged by Tenant or, at the discretion of Landlord, be
transferred to a bond pursuant to the Florida Construction Lien
Law, at Tenant's expense, within ten (10) days after such lien
is filed. If Tenant fails to discharge (or, if permitted, bond)
any such liens, then Landlord may, at its option, bond or
discharge such lien, and the costs incurred by it in such
discharge or bonding shall be due from Tenant on demand and
shall bear interest at the rate of three percent (3%) per annum
in excess of the Prime Rate as published from time to time in
The Wall Street Journal or comparable publication.
LANDLORD HEREBY NOTIFIES
LIENS CLAIMED BY ANY PARTY AS THE RESULT
PREMISES OR THE BUILDING
BENEFITING, OR AT THE
OTHER THAN LANDLORD,
TITLE AND INTEREST
BUILDING, IF ANY,
IMPROVEMENTS. Tenant
included in any
the improvement
ALL PERSONS AND ENTITIES THAT ANY
OF IMPROVING THE LEASED
PURSUANT TO A CONTRACT WITH,
OF, TENANT, OR WITH ANY PERSON
DIRECTION
SHALL EXTEND TO, AND ONLY TO, THE RIGHT,
IN AND TO THE LEASED PREMISES OR THE
OF THE PERSON CONTRACTING FOR SUCH
shall cause the foregoing notice to be
contracts entered into by Tenant with respect to
of the Leased Premises.
12. LIABILITY.
(a) Landlord hereby agrees to indemnify Tenant for
claims brought against Tenant only to the extent that the claims
are found to result from the sole negligence of Landlord,
including its employees. This indemnification shall not be
construed to be an indemnification for the acts or omissions of
third parties, independent contractors or third -party agents of
Landlord. In addition, this indemnification shall be construed
to limit recovery by Tenant against Landlord to only those
damages caused by the Landlord's sole negligence, and
specifically not include any attorney's fees or costs associated
therewith.
(b) Tenant hereby agrees to indemnify Landlord for
claims brought against Landlord only to the extent that the
claims are found to result from the sole negligence of Tenant,
its governing body, or its employees. This indemnification
shall not be construed to be an indemnification for the acts or
omissions of third parties, independent contractors or third -
party agents of Tenant. This indemnification shall not be
construed as a waiver of Tenant's sovereign immunity and shall
be interpreted as limited to only such traditional liabilities
for which Tenant could be liable under the common law
interpreting the limited waiver of sovereign immunity. Any
claims against Tenant must comply with the procedures found in
§768.28, Florida Statues. In order to comply with the
requirements of §166.241, Florida Statutes, and Article VII,
section 10 of the Florida Constitution, the value of this
indemnification is limited to the lesser of the amount payable
by either party under the substantive provisions of this Lease
Agreement, or the limitations of §768.28, Florida Statutes. In
addition, this indemnification shall be construed to limit
recovery by the indemnified party against Tenant to only those
damages caused by Tenant's sole negligence, and specifically not
include any attorney's fees or costs associated
therewith. Furthermore, this provision is not intended to nor
shall be interpreted as limiting or in any way affecting any
defense Tenant may have under §768.28, Florida Statutes or as
consent to be sued by third parties.
(c) Landlord and Mortgagee shall not be liable for
any damage or injury to the Leased Premises, to any property
thereon, or to Tenant, its agents, contractors, employees,
invitees or licensees, arising from any use or condition of the
Leased Premises including, without limitation, any injury or
damage to persons or property resulting from fire, explosion,
collapse, falling plaster, steam, gas, electricity, water, rain
or leaks from any part of the Leased Premises or from the pipes,
sprinklers, appliances or plumbing works or from the road,
street or subsurface or from any other place or by dampness or
by any other cause whatsoever, or from latent defects in the
Building except to the extent caused by Landlord's negligence.
(d) Tenant shall conform with any applicable federal,
state or local law, rule, regulation or order related to
Hazardous Substances. "Hazardous Substances" shall mean,
without limitation, flammables, explosives, radioactive
materials, radon, asbestos, urea formaldehyde foam insulation,
lead-based paint, polychlorinated biphenyls, oil, petroleum or
petroleum based or related substances, hydrocarbons or like
substances and their additives or constituents, methane, solid
wastes, refuse, garbage, construction debris, rubble, hazardous
materials, hazardous wastes, toxic substances or related
materials, and Biohazardous Waste and including without
limitation, substances now or hereafter defined as "hazardous
substances", "hazardous materials", "toxic substances",
"hazardous wastes" or "harmful" in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. §§ 6901, et seq.), the Hazardous Materials
Transportation Act, as amended (40 U.S.C. §§ 1801, et seq.), the
Resource Conservation and Recovery Act, as amended (41 U.S.C.
§§ 6901 et seq.), the Clean Air Act (42 U.S.C. §§ 7401, et
seg.), the Rivers and Harbors Appropriations Act (33 U.S.C.
§§ 401-413), the Clean Water Act (33 U.S.C. §§ 1251, et seq.),
and in the regulations promulgated pursuant thereto, and any
other applicable federal, state or local law, common law, code,
rule, regulation, order, policy or ordinance, presently in
effect or hereafter enacted, promulgated or implemented.
(e) This Section 12 will survive the expiry or early
termination of this Lease Agreement.
8
13. INSURANCE.
(a) Tenant shall, at its expense, at all times during
the term of this Lease Agreement maintain in force a policy or
policies of (i) comprehensive commercial general liability
insurance, including contractual liability and liability for
both bodily injury and property damage, against claims for loss
of life, bodily injury and property damage occurring in, on or
about the Leased Premises or with respect to the operations of
Tenant in the Leased Premises, in which the limit of coverage
shall be not less than Two Million Dollars ($2,000,000) combined
single limit, for bodily injury, death, and property damage
liability and (ii) all risks casualty insurance covering
property and inventory used or stored at the Leased Premises.
Each such policy of insurance shall be written by one or more
insurance companies licensed to do business in the State of
Florida, shall name Landlord and Landlord's mortgage lender and
agents as additional insured and as the certificate holder
thereof, with express waivers of subrogation against Landlord,
shall not be cancelable or amendable for any cause without first
giving Landlord thirty (30) days' prior written notice, shall be
on a per occurrence basis, shall provide that the insurance is
primary to and not contributory to any similar insurance carried
by Landlord, and shall contain a severability of interest
clause. A certificate of said insurance or, at the request of
the Landlord, a duplicate original of the policy, shall be
delivered to Landlord on or before the Commencement Date, and
certificates or, at the request of the Landlord, duplicate
originals of the policy with respect to all renewals, extensions
or replacements thereof shall thereafter be furnished to
Landlord at least ten (10) days prior to the expiration or
cancellation of any policies which they replace.
Landlord shall, at its sole cost and expense, obtain and
maintain in full force and effect for the mutual benefit of
Landlord and Tenant, commercial general liability insurance in
the minimum amount of $2,000,000.00, per occurrence, against
claims for bodily injury, death or property damage arising out
of the use and occupancy of the Premises. A certificate of such
insurance shall be furnished to Tenant at the commencement of
the Lease term. Landlord shall endeavor to provide at each
renewal a certificate of such policy to Tenant at least thirty
(30) days prior to the expiration of the policy it renews. Each
such policy of insurance shall contain an agreement by the
insurer that such policy shall not be canceled without thirty
(30) days prior written notice to Tenant. Such insurance may be
in the form of general coverage, floater policy, self-insurance
or so-called blanket policy issued by insurers of recognized
responsibility.
Tenant and Landlord shall each maintain and keep in force
all employees' workers' compensation insurance as required under
the laws of the State of Florida.
(b) To effectuate the purposes of Section 12, the
Parties will provide for and insure, in the general liability
policies required in Section 13(a) hereof, not only its own
liability in respect of the matters therein mentioned but also
the liability pursuant to Section 12. Anything to the contrary
in this Lease Agreement notwithstanding, the covenants of the
Tenant and Landlord contained in this Section 13 shall remain in
full force and effect after the termination of this Lease
Agreement until the later of (i) the expiration of the period
stated in the applicable statute of limitations during which a
9
claim or cause of action may be brought and (ii) payment in full
or the satisfaction of such claim or cause of action and of all
expenses and charges incurred by the Landlord or the Mortgagee
relating to the enforcement of the provisions herein specified.
(c) Landlord and Tenant (for themselves and their
respective insurers) each hereby waive any and all rights to
recover against the other, or against the officers, directors,
shareholders, partners, joint venturers, employees and agents of
such other party, for any loss or damage to such waiving party
arising from any cause to the extent such loss or damage is
covered by any fire and extended coverage or other similar
casualty insurance maintained or required to be maintained by
such party under the terms and provisions of this Lease
Agreement. Landlord and Tenant will each cause their respective
insurers to issue appropriate waivers of subrogation rights
endorsements (to the extent that such rights are not waived in
the policies themselves) to all fire and extended coverage
policies of insurance or other similar insurance maintained or
required to be maintained by such party, pursuant to the terms
and provisions of this Lease Agreement in connection with the
Leased Premises, the Building and the contents of the Leased
Premises.
14 FIRE OR OTHER CASUALTY. In the event that the Leased
Premises shall be rendered wholly untenantable by fire or other
casualty, the Landlord shall be entitled to the proceeds of all
applicable insurance maintained by Landlord, and may, at its
option, (a) terminate this Lease Agreement by giving Tenant
written notice thereof within thirty (30) days from the date of
said damage or destruction, or (b) repair or replace the Leased
Premises to substantially the same condition as prior to the
damage or destruction. The Rent herein required to be paid
shall abate during the period of such untenantability unless
such damage or destruction was caused by Tenant, its employees,
agents, contractors, invitees or licensees.
If the Leased Premises shall be damaged in part by
fire or other casualty, but still remain partially tenantable,
Landlord shall repair the Leased Premises to substantially the
same condition as prior to the damage. During the period of
such repairs and restorations, this Lease Agreement shall
continue in full force and effect, and Tenant shall be required
to pay the Rent herein reserved, abated by the percentage of
area of the Leased Premises destroyed as compared to the total
area of the Leased Premises unless such damage or destruction
was caused by Tenant, its employees, agents, contractors,
invitees or licensees.
In the event that any damage or destruction occurs
during the last twelve (12) months of the Initial Term or the
Renewal Term, if any, to the extent of fifty percent (50%) or
more of the rentable square footage of the Leased Premises,
Landlord may elect to terminate this Lease Agreement by giving
notice of such election to Tenant within thirty (30) days after
such damage or destruction. In such event, Landlord shall
receive the proceeds of the Landlord's insurance policies
without obligation to rebuild or restore the Leased Premises,
and Tenant shall execute any waiver which may be required of it
by any insurer or Landlord.
15 EMINENT DOMAIN. In the event that all or any portion
of the Leased Premises shall be taken by any governmental
authority under the exercise of its right of eminent domain or
10
similar right (or by act in lieu thereof), all right, title and
interest in and to any award granted (or sums paid in lieu
thereof) shall belong entirely to Landlord, and Tenant hereby
assigns to Landlord all of its interest, title or claim, if any,
in and to such award (or sums paid in lieu thereof), including,
but not limited to, any part of such award attributable to
Tenant's leasehold interest, if any. In the event of a partial
taking, base rent shall be reduced as of the date of such taking
by an amount which shall equitably reflect the portion of the
Leased Premises taken. If the taking is of such a substantial
nature that (a) it includes more than 25% of the square footage
of the Leased Premises and (b) Tenant cannot conduct its
operations in the Leased Premises, Tenant shall have the option,
to be exercised by notice in writing to the Landlord within
thirty (30) days after such taking, of terminating this Lease
Agreement, or, if such taking be total, this Lease Agreement
shall terminate upon the taking. In the event that this Lease
Agreement is terminated pursuant to this Section 15, Tenant
shall not have any claim against Landlord for the balance of the
unexpired term of this Lease Agreement.
16 SUBORDINATION. This Lease Agreement, and all rights
of Tenant hereunder, are and shall be subject and subordinate at
all times to the lien of any mortgages or any deeds of trust
which may now or hereafter affect the Leased Premises the
Building or the Property and to all renewals, modifications,
consolidations, replacements and extensions thereof and all
amendments and supplements to mortgages or deeds of trust. This
clause shall be self -operative without the execution of any
further instrument of subordination.
In the event any proceedings are brought for foreclosure of
any mortgage or deed of trust covering the Leased Premises, or
in the event of the exercise of the power of sale under any
mortgage or deed of trust made by Landlord covering the Leased
Premises, Tenant shall attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord
under this Lease Agreement. Tenant further agrees to execute any
attornment agreement required to effectuate the provisions
hereof, containing such provisions as such purchaser reasonably
requires.
Notwithstanding the foregoing, any such mortgagee or
trustee may at any time subordinate its mortgage or deed of
trust to this Lease Agreement, without Tenant's consent, by
notice in writing to Tenant and thereupon this Lease Agreement
shall be deemed prior to such mortgage or deed of trust without
regard to their respective dates of execution and delivery, and
in that event such mortgagee or trustee shall have the same
rights with respect to this Lease Agreement as though it had
been executed and delivered prior to the execution and delivery
of the mortgage or the deed of trust and had been assigned to
such mortgagee or trustee.
Tenant shall, upon request of any party in interest,
execute promptly such instruments or certificates to carry out
the intent of the various sections of this Section 16 as shall
be requested by Landlord. If within five (5) days after the
date of a request by Landlord to execute any such instrument
Tenant shall not have executed and delivered the same, Tenant
hereby appoints Landlord as its agent and attorney-in-fact with
full power and authority to execute and deliver in the name of
Tenant any such instruments or certificates, and Landlord may,
at its option, cancel this Lease Agreement without incurring any
11
liability on account thereof, and the term hereby granted is
expressly limited accordingly. Such appointment of Landlord is
irrevocable and coupled with an interest.
17 ESTOPPEL CERTIFICATE. Within five (5) days after
request therefor by the Landlord or any mortgagee or trustee
under a mortgage or deed of trust covering the Leased Premises,
or if, upon any sale, assignment or other transfer of the Leased
Premises by Landlord, an estoppel certificate shall be requested
from Tenant, Tenant at its expense shall deliver to Landlord in
recordable form a statement to any proposed mortgagee or other
transferee, or to Landlord certifying any facts that are then
true with respect to this Lease Agreement, including without
limitation (if such be the case) that this Lease Agreement is in
full force and effect, that Tenant is in possession of the
Leased Premises, that Tenant has commenced the payment of Rent,
that there have been no amendments to or modifications of this
Lease Agreement and no prepayment of rental hereunder more than
one month in advance, and that there are no defenses or offsets
to the Lease Agreement claimed by Tenant. If within five (5)
days after the date of a request by Landlord to execute any such
certificate Tenant shall not have executed and delivered the
same, Tenant hereby appoints Landlord as its agent and attorney-
in-fact with full power and authority to execute and deliver in
the name of Tenant any such certificates, and Landlord may, at
its option, cancel this Lease Agreement without incurring any
liability on account thereof, and the term hereby granted is
expressly limited accordingly. Such appointment of Landlord is
irrevocable and coupled with an interest.
18 DEFAULT.
(a) Any one or more of the following events shall
constitute an "Event of Default" hereunder:
(i) If any representation or warranty made by
Tenant herein shall prove to be false, misleading or incorrect
in any material respect as of the date made; or
(ii) If Tenant fails to pay any installment of
base rent or additional rent within five (5) days after such
rent is due; or
(iii) If Tenant fails to remedy a default by it
with respect to any of the other covenants, conditions and
agreements contained herein or in any rider, exhibit or other
addendum hereto, within fifteen (15) days after written notice
thereof to Tenant; or
(iv) If Tenant permanently abandons or vacates
the Leased Premises or ceases to conduct its business therein
(Tenant's non -occupation of the Leased Premises for a period of
fifteen (15) days shall be conclusively deemed an abandonment);
or
(v) If a petition in bankruptcy is filed by
Tenant or if proceedings under any bankruptcy or debtor's relief
law is filed against Tenant, or if Tenant becomes insolvent or
admits in writing its inability to pay its debts as they become
due, or if proceedings are taken by or against Tenant seeking
the appointment of a receiver or similar relief; or
(vi) the sale of Tenant's interest under this
Lease Agreement by execution or other legal process; or
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(vii) the seizure, sequestration or impounding by
virtue or under authority of any legal proceeding of any of the
personal property or fixtures of Tenant used in or incident to
the operation of the Leased Premises; or
(viii) Tenant's failure to carry the insurance
required of Tenant pursuant to this Lease Agreement, or
(ix) any unauthorized assignment or subletting by
Tenant.
It shall also be deemed an Event of Default if any of the
following events occurs with respect to any guarantor of
Tenant's obligations under this Lease (a "Guarantor"): (a) such
Guarantor defaults under its guaranty agreement executed and
delivered to Landlord, (b) the initiation of any bankruptcy,
insolvency or other creditors rights proceeding involving the
Guarantor, unless involuntary and dismissed within sixty (60)
days, and (c) the death or disability of such Guarantor or the
dissolution or termination of its legal existence.
(b) If an Event of Default shall occur, Landlord, in
addition to any and all other remedies available at law or in
equity, may exercise any one or all of the following options:
(i) terminate Tenant's right to possession of the Leased
Premises and reenter and take possession of the Leased Premises
and relet or attempt to relet the Leased Premises on behalf of
Tenant, at such rent and under such terms and conditions as
Landlord may, in the exercise of Landlord's sole discretion,
deem best under the circumstances for the purpose of reducing
Tenant's liability, whereupon Landlord shall not be deemed to
have thereby accepted a surrender of the Leased Premises or the
leasehold estate created hereby and Tenant shall remain liable
for all base rent, additional rent, and other sums due under
this Lease Agreement and for all damages suffered by Landlord
because of Tenant's breach of any of the covenants of this Lease
Agreement; (ii) terminate this Lease Agreement and reenter upon
and take possession of the Leased Premises without notice to
Tenant, whereupon the term hereby granted and all right, title
and interest of Tenant in the Leased Premises shall terminate,
and such termination shall be without prejudice to Landlord's
right to collect from Tenant any base rent, additional rent, or
other sums hereunder that has accrued prior to such termination,
together with all damages suffered by Landlord because of
Tenant's breach of any covenant contained in this Lease
Agreement; and (iii) declare the entire remaining unpaid Rent
for the term of this Lease Agreement then in effect to be
immediately due and payable, and, at Landlord's option, take
immediate action to recover and collect the same by any
available procedure. At any time during any such repossession
or reletting by Landlord, Landlord may, by delivering written
notice to Tenant, elect to exercise its option under item (ii)
of the preceding sentence to accept a surrender of the Leased
Premises and the leasehold estate created hereby, terminate and
cancel this Lease Agreement, and retake possession and occupancy
of the Leased Premises on behalf of Landlord. Tenant hereby
waives delivery of any and all statutorily required notices or
demands in the event of Tenant's default, any statement or
implication to the contrary elsewhere within this Lease
Agreement notwithstanding. Mention in this Lease Agreement of
any particular remedy shall not preclude Landlord from resorting
to any other remedy, in law or in equity. The foregoing
remedies and rights of Landlord are cumulative. Tenant
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expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of Tenant's
eviction or dispossession for any cause.
(c) The damages suffered by Landlord because of
Tenant's breach of this Lease Agreement as described in
subsection (b) above shall include, (i) such reasonable
expenses as Landlord may incur for legal expenses, attorneys'
fees, brokerage, and/or putting the Leased Premises in good
order, (ii) any deficiency between the rents and other sums
hereby reserved and/or covenanted to be paid and the net amount,
if any, of the rents collected on account of the lease or leases
of the Leased Premises for each month of the period which would
otherwise have constituted the balance of the term of this Lease
Agreement. In computing such damages there shall be added to
the said deficiency such reasonable expenses as Landlord may
incur in connection with re -letting, such as legal expenses,
attorneys' fees, brokerage and for keeping the Leased Premises
in good order. Landlord, at Landlord's option, may make such
alterations, repairs, decorations and replacements as are
reasonably necessary or desirable for the purpose of re -letting
the Leased Premises, and the making of such alterations and/or
decorations shall not operate or be construed to release Tenant
from liability hereunder as aforesaid. Neither the failure or
refusal of Landlord to re -let the Leased Premises or any part or
parts thereof nor, in the event that the Leased Premises are re -
let, the failure of Landlord to collect the rent under such re-
letting shall release or affect Tenant's liability for damages,
and Landlord shall not in any way be liable for same. Landlord
agrees to attempt in good faith to mitigate its damages in the
event of a Tenant default hereunder, but Landlord shall not be
obligated to attempt to relet the Leased Premises, nor shall
Landlord be deemed to have failed to attempt to mitigate such
damages if Landlord leases other space in the Building, or in
any other building owned by Landlord, prior to attempting to
relet the Leased Premises. Any such deficiency shall be paid in
monthly installments by Tenant on the rent days specified in
this Lease Agreement and any suit brought to collect the amount
of the deficiency for any month or months shall not prejudice in
any way the rights of Landlord to collect the deficiency for any
subsequent month or months by a similar proceeding. Any such
action may be an action for the full amounts of all rents then
due or to be due to, and all damages then suffered or to be
suffered by, Landlord.
19 FAILURE TO INSIST ON STRICT PERFORMANCE. The failure
of Landlord to insist, in any one or more instances, upon a
strict performance of any covenant, term, provision or agreement
of this Lease Agreement shall not be construed as a waiver or
relinquishment thereof, but the same shall continue and remain
in full force and effect, notwithstanding any law, usage or
custom to the contrary. The receipt by Landlord of Rent with
knowledge of the breach of any covenant or agreement hereunder
shall not be deemed a waiver of the rights of Landlord with
respect to such breach, and no waiver by Landlord of any
provision hereof shall be deemed to have been made unless
expressed in writing and signed by the Landlord.
20 SURRENDER OF LEASED PREMISES.
(a) Tenant shall, upon the expiration or termination
of this Lease Agreement, by lapse of time or otherwise, return
the Leased Premises to Landlord (i) free of any Hazardous
Substances and Biohazardous Substances in order that the Leased
14
Premises shall conform with all applicable federal, state or
local laws, rules, regulations and orders related to Hazardous
Substances, and (ii) in as good condition as when received, loss
by fire or other unavoidable casualty and reasonable wear and
tear excepted. It is understood and agreed that the exception
made as to "loss by fire or other unavoidable casualty" does not
include damages, fires or casualties caused or contributed to by
the negligent act of Tenant, its servants, agents, employees,
invitees or licensees, to the extent such loss is not
compensated for by insurance. Tenant shall surrender all keys
to the Leased Premises and inform Landlord of all combinations
on locks, safes and vaults therein.
(b) All installations, additions, fixtures and
improvements in or upon the Leased Premises, whether placed
there by Landlord or Tenant, including, without limitation,
paneling, decoration, partitions, railings, millwork, cabinets,
carpeting and flooring, shall, at Landlord's option, become the
property of Landlord and shall remain upon the Leased Premises
at the expiration or termination of this Lease Agreement without
compensation, allowance or credit to the Tenant; provided,
however, Tenant shall have the option of removing any trade
fixtures which it installed in or upon the Leased Premises prior
to the termination of this Lease Agreement, but Tenant shall
remain responsible for repairing any damage caused to the Leased
Premises by such removal.
(c) Any furniture, equipment, machinery or movable
property owned by Tenant and brought onto the Leased Premises
during Tenant's occupancy thereof and not removed at the
expiration or termination of the Lease Agreement shall be deemed
to have been abandoned by Tenant and shall, without any further
act by Tenant, be conclusively deemed to have been conveyed by
Tenant to Landlord as by bill of sale without further payment or
credit by Landlord to Tenant and may be sold by Landlord or
disposed of by Landlord as it sees fit. Any amount realized
upon any such a sale shall be the property of Landlord. If
Landlord has directed Tenant to remove any or all of such
property, Tenant shall remain liable for the cost of its removal
and for the cost of restoring the Leased Premises after such
removal.
The provisions of this Section 20 shall survive the
termination or expiration of this Lease Agreement.
21 HOLDING OVER. Should Tenant fail to vacate the Leased
Premises at the expiration or termination hereof, such holding
over shall operate and be construed to be a tenancy at
sufferance at a daily rental rate equal to twice the daily rate
of base monthly rental payable for the last month of the term of
this Lease Agreement (unless otherwise agreed to in writing by
Landlord), plus additional rent as provided herein and subject
to the conditions, obligations and provisions of this Lease
Agreement. No such holding over or payment or acceptance of
rent resulting therefrom shall constitute or be deemed a
reconfirmation or renewal of this Lease Agreement. Nothing in
this Section 21 shall be construed as a consent by Landlord to
the possession of the Leased Premises after the expiration or
termination of this Lease Agreement.
22 EXPENSES AND ATTORNEYS' FEES. In any litigation
arising from the default in the performance of any of the
provisions of this Lease Agreement by either Tenant or Landlord
or through or because of Tenant's use or occupancy of the Leased
15
Premises, the prevailing party to any such litigation shall be
entitled to receive from the other party reasonable attorneys'
fees and costs incurred in connection with such litigation,
including, without limitation, attorneys' fees in appellate and
bankruptcy court proceedings. In the event that either Landlord
or Tenant be made a party to such litigation commenced by a
person other than the parties hereto, then such party performing
the act or suffering the omission which is alleged to be the
subject of the litigation shall pay all costs, expenses and
reasonable attorneys' fees incurred by the other party which
arise from or in connection with such litigation.
23 OBLIGATIONS OF TENANT. If Tenant fails to perform any
of its obligations hereunder, Landlord may (but shall not be
obligated to) perform same, and in such event, Tenant shall
reimburse Landlord for the cost thereof, and said reimbursement
shall be due and payable upon demand by Landlord and shall bear
interest at the rate of three percent (3%) per annum in excess
of the Prime Rate as published from time to time in The Wall
Street Journal or comparable publication.
24 ASSIGNMENT OR SUBLETTING. Tenant shall not transfer,
assign, sublet, enter into license or concession agreements,
change ownership or hypothecate this Lease Agreement or Tenant's
interest in and to the Leased Premises without first obtaining
the written consent of Landlord, such consent not to be
unreasonably withheld. Any attempted transfer, assignment,
subletting, license or concession agreement, change of ownership
or hypothecation without the Landlord's written consent shall be
void and confer no rights upon any third party. The
prohibitions of this Section shall be construed to refer to any
acts or events referred to whether they occur by operation of
law, legal process, receivership, bankruptcy or otherwise.
Notwithstanding any transfer, assignment, subletting, license or
concession agreement, change of ownership or hypothecation,
Tenant shall remain fully liable under this Lease Agreement for
the performance of all of the terms, covenants and provisions
hereof to be performed by Tenant.
The consent by Landlord to any transfer, assignment,
subletting, license or concession agreement, change of ownership
or hypothecation shall not constitute a waiver of the necessity
for such consent to any subsequent attempted transfer,
assignment, subletting, license or concession agreement, change
of ownership or hypothecation.
Any transfer, assignment, subletting, license or
concession agreement or hypothecation to which there has been
consent shall be by instrument in writing, in form satisfactory
to Landlord, and shall be executed by the transferor, assignor,
sublessor, licensor, concessionaire, hypothecator or mortgagor,
and the transferee, assignee, sublessee, licensee,
concessionaire, or mortgagee shall agree in writing for the
benefit of Landlord, to assume, to be bound by, and to perform
all the terms, covenants and conditions of this Lease Agreement
to be done, kept and performed by Tenant. One executed copy of
such written instrument shall be delivered to Landlord. Failure
to first obtain in writing Landlord's consent or failure to
comply with the provisions of this Section shall operate to
prevent any such transfer assignment, subletting, license,
concession agreement or hypothecation from becoming effective.
A change in the voting control of Tenant or the sale
of all or substantially all of the assets of Tenant shall be
16
deemed to be an assignment prohibited by this Lease Agreement,
thereby entitling Landlord to any and all remedies as Landlord
may have in the event of a default by Tenant under this Lease
Agreement. If Tenant is a partnership, a transfer of any
interest of a general partner, a withdrawal of any general
partner from the partnership, or the dissolution of the
partnership shall be deemed to be an assignment of this Lease
Agreement. If Tenant is a corporation, unless Tenant is a public
corporation whose stock is regularly traded on a national stock
exchange or is regularly traded in the over the counter market
and quoted on NASDAQ, any dissolution or merger of Tenant or
sale or other transfer of a percentage of capital stock of
Tenant which results in a change of controlling persons, or the
sale or other transfer of substantially all of the assets of
Tenant, shall be deemed an assignment of this Lease Agreement.
Concurrent with any request for Landlord's consent
Tenant shall pay to Landlord the sum of $1,000 for Landlord's
review and processing of such request, and Landlord shall not be
obligated to review such request prior to its receipt of the
foregoing fee. In addition to the aforementioned amount, Tenant
agrees to reimburse Landlord for its reasonable attorney's fees
and costs incurred by Landlord in conjunction with the
processing and documentation of any such requested transfer,
assignment, subletting, licensing or concession agreement,
change of ownership or hypothecation of this Lease Agreement or
Tenant's interest in and to the Leased Premises.
25 BROKER. Landlord and Tenant acknowledge that the only
broker involved in bringing about this Lease Agreement is
Ciminelli Real Estate Services of Florida, LLC, representing the
Landlord.
26 RULES AND REGULATIONS. Tenant agrees to follow the
rules and regulations set forth in Exhibit D attached hereto and
made a part hereof and all other rules and regulations from time
to time promulgated by Landlord with respect to the Building and
the Property. In the event of any conflict between said rules
and regulations and the provisions of this Lease Agreement, the
provisions of this Lease Agreement shall prevail.
27 USE OF PARKING LOT AND OTHER COMMON AREAS. Tenant
shall have the right to use not more than fourteen (14) parking
spaces on the Property at any one time (4.0 parking spaces per
1,000 square feet contained in the Leased Premises) for the non-
exclusive use of Tenant and its employees, invitees and guests.
Unless otherwise designated by Landlord, the parking area in
front of the Building shall be solely for use of customers of
the tenants of the Building. A11 employees of Tenant and of
other tenants shall only use the parking area designated in
yellow on the Parking Plan attached hereto as Exhibit F.
Landlord may, at its discretion, restripe and/or relocate any
parking areas, and Landlord may, at its discretion, designate
certain other portions of the parking areas in which Tenant and
Tenant's employees and/or visitors may not park. Tenant shall
also have the right to use, in common with others, any hallways
providing access to the Leased Premises and restrooms in the
Building not located within any portion of the Building leased
to another tenant. All entrances of the Building, and the areas
of the Building and the Property adjacent thereto, shall be used
by Tenant and Tenant's employees, agents, contractors and other
visitors for no purpose other than ingress and egress. Tenant
shall not allow, and shall use its best efforts to prevent, the
use of any of the entrances of the Building, or the areas of the
17
Building or the Property adjacent thereto, by any employees,
agents, contractors or other visitors of Tenant for any purpose
other than ingress and egress, unless such other use is
authorized in advance and in writing by Landlord.
28 [Intentionally Omitted]
29 SMOKING AND NON-SMOKING AREAS. Tenant shall not
allow, and shall use its best efforts to prevent, smoking in the
Leased Premises or in any other portions of the Building or the
Property other than those areas designated by Landlord as
smoking areas.
30 RADON GAS. The following notice is given to comply
with Section 404.056(8), Florida Statutes: 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.
31 MISCELLANEOUS.
(a) This Lease Agreement shall inure to the benefit
of, and shall be binding upon, the Landlord and the Tenant, and
their respective successors and assigns.
(b) This Lease Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida.
(c) Any notice or demand required under this Lease
Agreement shall be in writing and shall be deemed to have been
delivered when (i) posted at the Leased Premises, with respect
to notices addressed to Tenant, (ii) personally delivered to the
recipient (either by courier or nationally recognized overnight
delivery service) at their respective addresses set forth in the
preamble to this Lease Agreement, (iii) three business days
after being deposited with the U.S. Postal Service if mailed by
registered or certified mail, and addressed to Landlord and
Tenant at their respective addresses set forth in the preamble
to this Lease Agreement, or (iv) delivered in any other manner
expressly provided under applicable law for the delivery of
notices between a landlord and tenant. Such addresses may be
changed by written notice as provided in this subsection.
Notices issued to Tenant by Landlord's property manager or
attorney on behalf of the Landlord shall be deemed duly given as
if prepared and executed by the Landlord itself.
Tenant to:
Landlord shall send a copy of any notice sent to
City of Clearwater
Human Resources Department
Attn: Human Resources Director
100 South Myrtle Avenue
Clearwater, FL 33756
With Copy to: City of Clearwater
City Attorney's Office
600 Cleveland Street, Suite 600
Clearwater, FL 33755
(d) This Lease Agreement shall completely and fully
supersede all other prior understandings or agreements, both
18
written and oral, between Landlord and Tenant relating to the
rental of the Leased Premises.
(e) If any clause, provision or section of this Lease
Agreement shall be ruled invalid by any court of competent
jurisdiction, the invalidity of such clause, provision or
section shall not affect any of the remaining provisions
thereof.
(f) This Lease Agreement may be simultaneously
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument. Signed counterparts of this Lease Agreement may be
delivered via facsimile, electronic mail (including a pdf or any
electronic signature complying with the U.S. federal ESIGN Act
of 2000, e.g., www.docusign.com) or other transmission method,
and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all
purposes. Neither party shall raise the Statute of Frauds as a
defense to such party's signature delivered by facsimile or
electronic media. Without limiting the effectiveness of the
foregoing, the parties agree to immediately exchange original
executed counterparts of this Lease Agreement.
(g) The provision of this Lease Agreement relating to
waiver of a jury trial and the right of redemption shall survive
the termination or expiration of this Lease Agreement.
(h) Time is of the essence of this Lease Agreement
and each and every provision hereof.
32 CONSTRUCTION. In this Lease Agreement, unless the
context otherwise requires:
(a) The terms "hereby", "hereof", "hereto", "herein",
"hereunder" and any similar terms shall refer to this Lease
Agreement, and the term "hereafter" shall mean after, and the
term "heretofore" shall mean before, the date of the execution
and delivery of this Lease Agreement.
(b) Any headings preceding the texts of the several
Sections of this Lease Agreement, and any table of contents
appended to copies hereof, shall be solely for convenience of
reference and shall not constitute a part of this Lease
Agreement, nor shall they affect its meaning, construction or
effect.
33 FORCE MAJEURE. This Lease Agreement and the
obligation of Tenant to pay rent and additional rent hereunder
and to perform all of the other covenants and agreements
hereunder on part of Tenant to be performed shall not be
affected, impaired or excused because Landlord is unable to
supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make or is delayed in
making any repairs, additions, alterations or decorations or is
unable to supply, or is delayed in supplying, any equipment or
fixtures if Landlord is prevented or delayed from so doing by
reason of a strike or labor trouble, or governmental preemption
in connection with a National Emergency or in connection with
any rule, order or regulation of any department or subdivision
thereof or of any governmental agency, or by reason of the
condition of supply and demand which have been or are affected
by war or other emergency, or by any Act of God or other
condition beyond the control of Landlord.
19
34 SECURITY DEPOSIT. Tenant deposited with Landlord the
sum of $3,569.33 as a security deposit under the Prior Lease.
Landlord and Tenant agree that Landlord shall continue to hold
such sum as a security deposit in connection with this Lease
Agreement (the "Deposit"). Landlord and Tenant agree that
Landlord will hold the Deposit as security for the full and
faithful performance by Tenant of each and every covenant, term
and condition of this Lease Agreement. The Deposit, without
interest, shall be returned to Tenant (or, at Landlord's option,
to the last assignee of Tenant's interest hereunder) within
thirty (30) days after the expiration of the term hereof,
provided Tenant has fully performed hereunder. Landlord may
withhold such sum after the expiration or other termination of
this Lease Agreement until Tenant has paid in full Tenant's
share of the Increased Costs for the calendar year in which such
expiration or other termination occurs. Such sum is not prepaid
Rent and shall not be applied by Tenant to the Rent for the last
(or any) months of the term of this Lease Agreement, or to any
other amount due under this hereunder.
Landlord shall have the right to co -mingle the Deposit
with any other accounts of Landlord, and shall not be required
to keep a separate account for the Deposit. Landlord shall have
the right to apply any part of the Deposit to cure any default
of Tenant and if Landlord does so, Tenant shall upon demand
deposit with Landlord the amount so applied so that Landlord
shall have the full Deposit on hand at all times during the
Lease Term. In the event of a sale of the Building or a lease
of the Building, subject to this Lease Agreement, Landlord shall
transfer the Deposit to the vendee or lessee, and Landlord shall
thereupon be released from all liability for the return of the
Deposit and Tenant shall look to the new landlord solely for the
return of the Deposit and this provision shall apply to every
transfer or assignment made of the Deposit to a new landlord.
The Deposit shall not be assigned or encumbered by Tenant
without the written consent of Landlord, and any such assignment
or encumbrance without such consent shall be void.
35 NO RECORDATION OF LEASE. Neither this Lease Agreement
nor any notice or memorandum thereof shall be recorded in the
public records.
36 REPRESENTATIONS AND WARRANTIES OF TENANT. Tenant
represents and warrants that the execution, delivery and
performance of this Lease Agreement and the consummation of the
transactions herein contemplated have been duly authorized by
all requisite corporate action on the part of the Tenant and
will not violate any provision of law, any order of any court or
agency of government, or the articles of
incorporation/organization or by-laws/operating agreement or
partnership agreement of the Tenant, or any indenture, agreement
or other instrument to which the Tenant is a party or by which
it or any of its property is bound, or be in conflict with or
result in a breach of or constitute (with due notice and/or
lapse of time) a default under any such indenture, agreement or
other instrument or result in the imposition of any lien, charge
or encumbrance of any nature whatsoever.
37 CONSENT OF MORTGAGEE. In the event that the Property
is encumbered by a mortgage and such mortgage requires the
consent of the Mortgagee to leases of the Property, Landlord's
obligations under this Lease Agreement are contingent upon, and
shall not become effective unless and until, the Mortgagee has
20
consented to it. Landlord will use its best efforts to obtain
the Mortgagee's consent but shall not be liable in the event
that the Mortgagee does not consent. The parties agree that
they will modify or amend this Lease Agreement if required by
the Mortgagee as a condition to its consent, provided that such
modification does not substantially alter the financial terms
hereof or the rights or obligations of the parties hereunder.
Tenant agrees to cooperate with Landlord in obtaining such
consent.
Whenever the consent of Landlord is required
hereunder, the consent of the Mortgagee shall also be required
if the mortgage or Lease Agreement so requires. The Mortgagee
shall also have such rights of the Landlord (e.g., to access) as
may be provided in the mortgage.
38 NON-RECOURSE TO LANDLORD. Notwithstanding anything to
the contrary provided in this Lease Agreement, it is
specifically understood and agreed, such agreement being a
primary consideration for the execution of this Lease Agreement
by Landlord, that if Landlord shall fail to perform any
covenant, term or condition of this Lease Agreement upon
Landlord's part to be performed and, as a consequence of such
default, Tenant shall recover a money judgment against Landlord,
such judgment shall be satisfied only out of the proceeds of
sale received upon execution of such judgment and levy thereon
against the right, title, and interest of Landlord in the
Property and Building, as the same may then be encumbered, and
neither Landlord, nor, if Landlord be an entity, any of the
shareholders, directors, officers, partners, managers or members
comprising such entity, shall be liable for any deficiency. It
is understood that in no event shall Tenant have any right to
levy execution against any property of Landlord other than its
interest in the Property and Building. In the event of the sale
or other transfer of Landlord's right, title and interest in the
Building, Landlord shall be released from all liability and
obligations hereunder.
39. DISCLAIMER REGARDING SECURITY. Tenant acknowledges
that even if Landlord installs and operates security cameras,
key card access systems, or other security equipment and/or
provides manned security or any other services that could be
construed as being intended to enhance security (with no
obligation of Landlord to install any such equipment or provide
any such services), Landlord shall have no obligation or
liability to Tenant, its employees, invitees, agents,
contractors or licensees, or to any other person, for any
damage, claim, loss or liability related to any claim that
Landlord had a duty to provide security or control access, or
that the equipment or services provided by Landlord were
inadequate, inoperative or otherwise failed to adequately
control access or provide adequate security. Any such claim made
against Landlord shall be subject to the provisions of Section
12 above.
40. WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH SHALL
AND THEY HEREBY DO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN
ANY WAY CONNECTED WITH THIS LEASE AGREEMENT, THE RELATIONSHIP OF
LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE LEASED
PREMISES, WHETHER DURING OR AFTER THE TERM, OR FOR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR
OTHERWISE. If Landlord shall commence any proceeding, summary or
21
otherwise, against Tenant, Tenant will not interpose any
counterclaim of whatever nature or description in any such
proceeding (unless failure to impose such counterclaim would
preclude Tenant from asserting in a separate action the claim
which is the subject of such counterclaim), and will not seek to
consolidate such proceeding with any other action which may have
been or will be brought in any other court by Tenant or
Landlord. Tenant acknowledges that the provisions of this
Section 40 were a material term and inducement to Landlord's
agreement to enter into this Lease Agreement.
41. TERMINATION OF PRIOR LEASE. Notwithstanding any
provision of the Prior Lease to the contrary, Landlord and
Tenant hereby agree that the term of the Prior Lease and
Tenant's right to possession of the leased premises described
therein shall automatically terminate and expire effective as of
seven (7) days after the Commencement Date without any further
action of the parties. Tenant shall surrender to Landlord
possession of such leased premises seven (7) days after the
Commencement Date. Any rent paid by Tenant under the Prior Lease
for the period following the Commencement Date shall be prorated
as applicable and any portion thereof attributable to the period
following the Commencement Date shall be refunded to Tenant or
applied against the base rent due hereunder, at Landlord's
election.
42. TERMINATION BY TENANT. If the clinic operated by
Tenant within the Leased Premises is permanently closed by
Tenant or relocated to a Tenant -owned building or facility and
Tenant is not in default of this Lease, then Tenant shall have
the right to cancel this Lease at any time after the first full
Lease Year by providing Landlord with written notice of Tenant's
election to cancel this Lease (the "Tenant Notice"), whereupon
(a) Tenant shall be deemed to have forfeited the Deposit to
Landlord, (b) Tenant shall pay to Landlord the unamortized cost
of the leasing commission(s) incurred by Landlord in connection
with this Lease and the unamortized cost of the Landlord's Work
(as that term is defined on Exhibit "C") (collectively, the
"Termination Fee") within 10 days after its receipt of
Landlord's invoice therefor, and (c) this Lease shall terminate
and expire on the date that is one hundred twenty (120) days
after the date of the Tenant's Notice provided that Tenant has
timely made payment described in item (b) above and has not
defaulted under this Lease subsequent to the date of the Tenant
Notice. By way of example only, the notional Termination Fee
assuming the Tenant elects to terminate this Lease Agreement
effective as of the end of the third lease year would be
$20,180.40, based on (a) leasing commission(s) incurred by
Landlord in connection with this Lease equal to $10,250, and (b)
an estimated cost of the Landlord's Work of $40,200 (the actual
cost of the Landlord's Work shall be used in the calculation of
the actual Termination Fee).
43. PUBLIC RECORDS. This lease is subject to the Public
Records Law of the State of Florida, including Chapter 119,
Florida Statutes. Landlord agrees and acknowledges that any
books, documents, records, correspondence or other information
kept or obtained by Tenant, or furnished by Landlord to Tenant,
in connection with this lease or the services contemplated
herein, and any related records, are public records subject to
inspection and copying by members of the public pursuant to
applicable public records law, including Chapter 119, Florida
Statutes. Tenant may terminate this Lease on sixty (60) days'
prior written notice to Landlord if Landlord refuses to allow
22
public access to any documents, papers, letters or other
materials in Landlord's possession that were made or received by
either party hereto in conjunction with this Lease and are
subject to public disclosure pursuant to Chapter 119, Florida
Statutes.
SIGNATURE PAGE TO FOLLOW -
23
IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals on the day and year first above written.
Signed, sealed and delivered
in the • essence of:
(two wi ease- required)
By:
Print Name:
LANDLORD:
EASTBOURNE INVESTMENTS LTD.,
a Delaware corporation
/\
By:
4 111a/ fi Print Name: � C,f c..647J
By:
Its:
Date: 3 , 2019
Print Name : ( 4 -\ %/V e U 1(40
—gPArterlNtitiGo'
George N. Cretekos
Mayor
TENANT:
CITY OF CLEARWATER
�Wit.
William B. Horne II
City Manager
Appved as tp form: Attest:
bainliA. a
Owen Kohler Rosemarie Call
Assistant City Attorney City Clerk
Date:/ 3
Z:\word\Cininelli\Eastbourne\PPC\Docs\Powell - City of Clearwater Ste 400 Lease - Final Exec Copy.docx
24
EXHIBIT A
PROPERTY
PINELLAS COUNTY FL OFF. REC. BK 19420 PG 1216
11
Lots 9,10 and: 11, Block 13, MAP OF BELLEAIR according to the map or plat thereof, as recorded in Plat Book 1, Page 105, of
the Public Records of.Hillsborough County (of which Pinellas County was formerly a part), together web the West h of vacant
alley lying adjacent to the East, Public Records of Pinellas County, Florida
Parcel 2
EXHIBIT "A"
Lots 6, 7, 8, 9, 10 and 11 together, with the South h of vacated alley abutting the North boundary of said Lots 6, 7, 8, 9, 10 and
11, and also Lots 12, 13, 14 and 15, together with the North h of vacated alley, abutting the South boundary of said Lots 12, 13,
14 and 15, Block 25„ N1AP'O1 BELLEAIR according to the map or plat thereof, as recorded in Plat Book 1, Page 105, of the
Public Records of Hillsborough County(of which Pinellas County was formerly a part), together with the vacated 4th Avenue
rightof-way abutting the West 6(iundary o Lots 11, 12, and the North half of vacated "B" Street, and eiso abutting the West
boundary of said vacated kitty together with the North half of "B" Street Right -of -Way abutting the South boundary of the said
Lots 6, 7, 8, 9, 10 and 11, all lying in Sectiog2:1, Township 29 South, Range 15 East, of Pinellas County, Florida
EXHIBIT B
OUTLINE OF LEASED PREMISES
SUITE 400 - 3,719 RSF (MOL)
Iry d Maw..
Surt 600-3,700 RSF(fro) I o
•
014.,1
r._ 1 1---
■ �1
EXHIBIT C
WORK LETTER
POWELL PROFESSIONAL CENTER
SUITE 400 1 3,719 RSF
City of Clearwater
Close in door
opening
Remove
cabinet.
Relocate no
location •
7rwX 361i X36" AFF
finished opening wAr
deapcounter
t 1
Angled ceiling glass will be famed with black
opaque PM and covered with a metal
decorative rod mamal.
Provide/rasn3
Half door
1
Cap plumbing/replace counter (4) only with laminate
W close to match eaistingthroughout
® Duplei outlet
• Remove & Close (3) specimen pass -thus, and relocate
ane to lab area where shown.
Landlord shall perform the work in the Premises depicted above and
described in the notes below using Building -standard materials (the
"Landlord's Work"). The Landlord's Work shall not include, however,
Tenant's cabling or low voltage wiring, all of which shall be installed
by Tenant at its expense. Any changes, additions or modifications to
the Landlord's Work requested by Tenant (the "Tenant Requested Changes")
shall be subject to Landlord's prior written approval, which shall not
be unreasonably withheld unless the Building structure, roof, systems or
appearance are impacted. Landlord shall determine the cost of the
Tenant Requested Changes that are approved by Landlord (the "Excess
Costs") and notify Tenant of the amount thereof. Tenant shall then have
ten (10) days to notify Landlord in writing if Tenant agrees to pay the
Excess Costs, failing which such Tenant Requested Changes shall be
deemed withdrawn by Tenant. If such Excess Costs are timely approved by
Tenant, Tenant shall pay the same to Landlord as additional rent prior
to the Commencement Date and Tenant's taking possession of the Premises.
NOTES:
1. Demo wall & 2 doors as shown. Cut in 72"w X 36"h X 36" AFF opening where shown. Install 12" deep laminate counter.
Demise suite where shown (red wall). Provide two (2) duplex outlets spaced out on demising wall.
2. Doors: Close in one door opening where shown, remove one door & replace with RH, install half door where shown.
Remove #'s on all doors (save for Tenant). Refinish as necessary. Insure all doors have lever hardware.
3. Specimen Pass-Thurs: Remove and close three (3) existing specimen pass-thrus where shown, and relocate one to wall
between Lab and small restroom as shown by arrow.
4. Cabinetry: All existing cabinetry to remain unless noted otherwise in #4 below.
5. Corridor Cabinet: Remove cabinet in corridor where shown and relocate to new location
6. Cap plumbing/replace counter (4) only with laminate close to match existing throughout.
7. Paint: Repaint entire suite. Tenant to select colors.
8. Flooring (Flooring vendor): All flooring to remain "as is" except remove existing flooring and replace with building
standard carpet in two offices where shown. Tenant to select.
8. Windows — Provide new blinds in two atrium rooms where shown, re -film perimeter windows and clean. Angled ceiling
glass will be filmed with black opaque film and covered with a metal decorative roof material.
9. Ceiling Tiles — Replace as needed to match
10. HVAC — Inspect HVAC equipment is in good working condition. Repair if needed & check T -Stats are operational &
calibrated. Check sufficient returns in window offices on south side of suite.
11. Lieht Fixtures - Insure all fixtures/bulbs are LED, clean & operational.
12. Electric - All existing electric to remain except additional duplex outlets to be
added where noted.
EXHIBIT D
BUILDING RULES AND REGULATIONS
The following Building Rules and Regulations have been
adopted by the Landlord for the care, protection and benefit of
the Leased Premises and the Building and for the general comfort
and welfare of all tenants.
1. The sidewalks, entrances, passages, hallways,
elevators and stairways shall not be obstructed by Tenant or
used by Tenant for any purpose other than for ingress and egress
to and from the Building and Tenant's Leased Premises.
2. Restroom facilities, water fountains, and other water
apparatus shall not be used for any purpose other than those for
which they were constructed.
3. Landlord reserves the right to designate the time when
freight, furniture, goods, merchandise and other articles may be
brought into, moved or taken from the Leased Premises or the
Building.
4. Tenant shall not put additional locks or latches upon
any door without the written consent of Landlord. Any and all
locks so added on any door shall remain for the benefit of
Landlord, and the keys to such locks shall be delivered to
Landlord by and from Tenant.
5. Landlord shall not be liable for injuries, damage,
theft, or other loss, to persons or property that may occur
upon, or near any parking areas that may be provided by
Landlord. Tenant, its agents, employees, and invitees are to
use same at their own risk, Landlord to provide no security with
respect thereto. The driveways, entrances, and exits upon, into
and from such parking areas shall not be obstructed by Tenant,
Tenant's employees, agents, guests, or invitees; provided,
however, Landlord shall not be responsible or liable for failure
of any person to observe this rule. Tenant, its employees,
agents, guests and/or invitees shall not park in space(s) that
may be reserved for others.
6. Tenant shall not install in the Leased Premises any
heavyweight equipment or fixtures or permit any concentration of
excessive weight in any portion thereof without first having
obtained Landlord's written consent.
7. Landlord reserves the right at all times to exclude
newsboys, loiterers, vendors, solicitors, and peddlers from the
Building and to require registration or satisfactory
identification or credentials from all persons seeking access to
any part of the Building outside ordinary business hours.
Landlord will exercise its best judgment in the execution of
such control but will not be liable for the granting or refusal
of such access.
8. Landlord reserves the right at all times to exclude
the general public from the Building upon such days and at such
hours as in Landlord's sole judgment will be in the best
interest of the Building and its tenants.
9. No wires of any kind or type (including but not
limited to T.V. and radio antennas) shall be attached to the
outside of the Building and no wires shall be run or installed
in any part of the Building without Landlord's prior written
consent.
10. If the Premises are furnished with carpeting, Tenant
shall provide a plexiglass or comparable carpet protection mat
for each desk chair customarily used by Tenant. For default or
carelessness in these respects, Tenant shall pay Landlord the
cost of repairing or replacing said carpet, in whole or in part,
as additional rent when, in Landlord's sole judgment, such
repair or replacement is necessary.
11. Landlord shall furnish a reasonable number of door
keys to Tenant's Premises and/or the Building which shall be
surrendered on termination or expiration of the Lease. Landlord
reserves the right to require a deposit for such keys to insure
their return at the termination or expiration of the Lease.
Tenant shall get keys only from Landlord and shall not obtain
duplicate keys from any outside source. Further, Tenant shall
not alter the locks or effect any substitution of such locks as
are presently being used in Tenant's Premises or the Building.
12. Tenant shall keep all doors to Premises closed at all
times except for ingress and egress to the Premises.
13. All installations in the Common Telephone/Electrical
Equipment Rooms shall be limited to terminal boards and
connections. All other electrical equipment must be installed
within the Leased Premises.
14. It is expressly understood and agreed that any item of
any nature whatsoever placed in Common Areas (i.e., hallways,
restrooms, elevators, parking areas, storage areas and equipment
rooms, etc.) are placed at the Tenant's sole risk and Landlord
assumes no responsibility whatsoever for any loss or damage as
regards same.
15. No Smoking Policy - Florida law prohibits smoking in
enclosed indoor workspaces pursuant to the "Florida Clean Indoor
Air Act," Fla. Stat. §§ 386.201, et seq. (the "Act"). The
tenant suites in the Building are enclosed indoor workspaces
within the meaning of the Act. In accordance with the Act, it
is Building policy that tenants and all occupants, including all
employees, visitors, and guests, of any suite in the Building
may not smoke in the suites or in the Building common areas.
Smoking includes cigarettes, cigars, pipes, and any other
lighted tobacco product.
This no smoking policy is extended to, and also includes,
electronic cigarettes or e -cigarettes or any other device using
nicotine that emits any smoke or vapor. It is Building policy
that smoking of any electronic cigarette or e -cigarette or such
device is prohibited in any place in the Building where smoking
is prohibited by law. Therefore, no smoking of any cigarette,
cigar, pipe, lighted tobacco product, electronic cigarette, e -
cigarette or device that emits any smoke or vapor is permitted
in any suite or common area of the Building. Smoking is
permitted only in those designated smoking areas outside the
Building.
If any person witnesses or becomes aware of any
violation of this no smoking policy or of the Act in the
Building, he or she should report the violation to Building
management, Ciminelli Real Estate Services of Florida, LLC, 813-
908-1727.
16. If Tenant utilizes more than its allotted number of
parking spaces as established in its lease agreement, it may
result in the Landlord directing Tenant to seek immediate
alternative parking arrangements for its excessive parking needs
in order to provide adequate parking for all tenants and
visitors within the Property. Except for any particular spaces
designated from time to time by Landlord for reserved parking,
all parking shall be on an unreserved, first-come, first-served
basis. Landlord shall have the right to tow, otherwise remove or
boot improperly parked vehicles, vehicles blocking ingress or
egress lanes, or vehicles violating parking rules, at the
expense of the offending tenant and/or owner of the vehicle
without liability to Landlord. Tenant agrees to indemnify,
defend and save Landlord harmless from and against any claims,
liability, damage, loss and costs, including reasonable
attorneys' fees, incurred by Landlord as a result of any such
towing or booting vehicles owned or driven by Tenant's
employees, agents, contractors and invitees. Landlord shall be
entitled to a fee of $50.00 for each day the boot remains in
place. Tenant's right to use, and its right to permit its
principals, employees, agents, contractors and invitees to use,
the parking areas are subject to the following conditions: (a)
Landlord has made no representations or warranties with respect
to the parking areas, the number of spaces located therein, or
access thereto; (b) Landlord reserves the right to modify the
number of spaces in the parking areas so long as the number of
spaces remaining is in compliance with all applicable
governmental requirements, and reserves the right to change the
access to the parking areas, provided that some manner of
reasonable access to the parking areas remains after such
change; and either of the foregoing shall not entitle Tenant to
any claim against Landlord or to any abatement of rent; (c)
Landlord has no obligation to provide security or a parking lot
attendant and Landlord shall have no liability on account of any
loss or damage to any vehicle or the contents thereof, or any
personal injury, property damage, or other tort liability
suffered by Tenant, its principals, employees, agents,
contractors or invitees, Tenant agreeing to bear the risk of
loss for same; and (d) if and when so requested by Landlord,
Tenant shall furnish Landlord with the license numbers and
descriptions of any vehicles of Tenant, its principals,
employees, agents, and contractors.
EXHIBIT E
DECLARATION OF DELIVERY AND ACCEPTANCE
This declaration is hereby attached to and made a part of the
lease dated ,2019 entered into by and between
EASTBOURNE INVESTMENTS LTD., as Landlord and CITY OF CLEARWATER,
AS Tenant.
Landlord and Tenant do hereby declare that possession of
the Demised Premises was accepted by Tenant on
the Demised Premises has been satisfactorily completed by
Landlord and accepted by Tenant; the Lease is now in full force
and accepted by Tenant. The lease commencement date is hereby
established as , and the term of this
lease shall expire on
LANDLORD
Witnesses: EASTBOURNE INVESTMENTS LTD.
1 By:
2 Its:
As to Landlord
Date:
TENANT
Witnesses: CITY OF CLEARWATER
1 By:
2 Its:
As to Tenant
Date:
EXHIBIT F
PARKING PLAN
;Uttrcar ParkongOnly.
`:.
ADIACENT'
PROPERTIES.
UNDERGROUND RESERVED PARKING GARAGE
The Tenant has been provided the reserved garage parking spaces identified as
#8 and #20 for the term of the Lease.
31
B Street