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    Latricia Milburn
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    This is the previous lease for Erwin Marine that expires on July 31, 2020.

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    This is the previous lease for Erwin Marine that expires on July 31, 2020.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    2K views48 pages

    Erwin Lease

    Uploaded by

    Latricia Milburn
    This is the previous lease for Erwin Marine that expires on July 31, 2020.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 48
    ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of August 2°77, 2015 by and between MARINEMAX EAST, Ine,, a Delaware Corporation (“Assignor) and ERWIN MARINE RIVERFRONT, LLC, a Tennessee Limited Liability Company (“Assignee”). Recitals A. Assignor previously entered into that certain Lease Agreement, dated December 20, 2010 by and between the City of Chattanooga and Chattanooga Tennessee, a municipal corporation (“Landlord”) and Assignor (“Tenant®) (as amended, the “Lease”) covering that certain space located at 201 Riverfront Parkway, Chattanooga, TN 37402, which Lease Agreement of December, 2010, was amended by Lease Amendment No. 1, signed on or about April 29, 2015, (hereinafter collectively “the Lease”). B. _Assignor has agreed to sell and Assignee has agreed to purchase substantially all of Assignor’s boat sales business (the “Transaction”) C. Effective as of the consummation of the Transaction, Assignor wishes to assign to Assignee and Assignee wishes to assume from Assignor all of Assignor’s right, title and interest as Tenant in and to the Lease. Agreement, 1. Assignment, Subject to and effective as of the consummation of the Transaction, Assignor does hereby assign, transfer, set over and deliver to Assignee all of Assignor’s right, title and interest in and to the Lease, including without limitation all of its rights, privileges and benefits as the Tenant thereunder. 2. Assumption of Obligations. By accepting the assignment evidenced by this ‘Assignment, Assignee hereby assumes and agrees to perform all of the obligations of Assignor, as Tenant, under the Lease from and after the effective date of this Assignment and the consummation of the Transaction. This Assignment is subject to, and conditioned upon (i) the consummation of the Transaction and (ii) Assignor obtaining Landlord’s Consent to this Assignment and (iii) Assignor affirming responsibility for all matters related to the Lease and to the Premises for all times prior to the closing of the Transaction, The parties agree to pro-rate utilities and rent for the month of August, 2015 to the extent not previously paid by Assignor. 3. Security Deposit. Assignor hereby acknowledges and agrees that Landlord currently holds a Security Deposit in the amount of $0.00, and upon the expiration of the Lease or earlier termination of the Lease, Assignor authorizes Landlord to pay the Security Deposit directly to Assignee. 02095008:3 4, Estoppel. Assignor and Landlord hereby warrant and represent as follows: (i) a true and correct copy of the Lease is attached hereto as Exhibit A, (ii) to the best of Assignor’s and Landlord’s knowledge, neither party is in default of any of the term of the Lease, and (iii) rent payments are paid through July 31, 2015 and as set forth in the Lease and there have been no amendments (except for Amendment No. 1), extensions, subleases, assignments, rent pre~ payments, rental credits or any other changes to the Lease except as otherwise disclosed on Exhibit A. Assignor warrants and represents that rent is paid current through July 31, 2015, and that Assignor shall pay to Landlord all rent due to Landlord through the effective date hereof. 5. Heirs, Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, successors and assigns. 6. Definitions. For all purposes of this Assignment, capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Lease, 7. General Provisions. Except as amended and modified by this Assignment, all of the terms, covenants, conditions and agreements of the Lease shall remain in full force and effect. In the event of any conflict between the Lease and the provisions of this Assignment, this Assignment shall control. 8. Indemnity. Assignor shall hold harmless and indemnify and defend Assignee from and against any claims, demands, suits and liabilities of any kind or nature whatsoever whether known or unknown, accrued or unaccrued for any occurrences or alleged occurrences, or failures or alleged failures accrued or incurred or occurring prior to the date hereof, but not for occurrences, claims, etc. which arise as a consequence of occurrences or events after the date hereof for which Assignee shall hold harmless and indemnify and defend Assignor in accordance with the terms herein, This indemnity shall specifically include the obligation to pay attorney fees and costs of litigation. 9. Separability Clause. If any provision of this Assignment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, 10, Counterparts. This Assignment may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together constitute but one and the same agreement. 11. Governing Law. This Assignment shall be construed in accordance with and governed by the laws of the state in which the property that is subject to the Lease is located (without regard to conflict of law principles). (signature page follows) 020950043, IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first written above. Witness: int Name: ASSIGNOR: MARINEMAX EAST, Inc., a Delaware corporation ASS) ERWIN MARINE RIVERFRONT, LLC, a Tennessee Limited Liability Company 2095008 3 9 < By: ahs HASSE Name: Aowis A ERWjO Ja Its: Mae gom 3 Notwithstanding the foregoing, this Consent shall not be construed as an approval or consent by Landlord to any future assignment of the Lease 020950043 LANDLORD: City of Chattanooga and Chattanooga, Tennessee, a municipal corporation Ny Q vane Andy Berke Its: Mayor CONSENT City of Chattanooga and Chattanooga, Tennessee, a municipal corporation (“Landlord”) and MarineMax East, Ine., a Delaware corporation (“Assignor”) entered into that certain Lease Agreement (as subsequently amended from time to time, the “Lease”), dated December 20, 2010, which Lease Agreement of December, 2010 was amended by Lease Amendment No. 1, signed on or about April 29, 2015, (hereinafter collectively “the Lease”) covering that certain space located at 201 Riverfront Parkway, Chattanooga, TN 37402, a copy of the Lease, as extended and amended, is attached hereto in Exhibit A. Landlord does hereby consent to the assignment of the Lease from Assignor to Erwin Marine Riverfront, LLC, a Tennessee Limited Liability Company (“Assignee”), pursuant to that certain Assignment and Assumption of Lease dated August "QL. 2018 (ihe “Assignment”, to which this Consent is attached. By executing this Consent, Landlord acknowledges and agrees to be bound by the representations and warranties provided in paragraph 4 of the Assignment Notwithstanding anything in the Lease or the Assignment to the contrary, Landlord agrees (i) to pay directly to Tenant the Security Deposit upon the expiration of the Lease or any renewal or extension thereof by Assignee and (ii) that Assignor shall be released and forever discharged from all of its obligations under the Lease as of the date of Assignment and Landlord shall look only to the Assignee for fulfillment of such obligations from and after the date hereof, and that Landlord shall execute such further documents or instruments reasonably requested by Assignor to effectuate such release. Landlord acknowledges that the Assignor and Assignee have agreed to pro-rate rent and utilities for the month of August, 2015 to the extent not already paid by Assignor. Landlord warrants that Assignor's rent is paid current through July 31, 2015, that Assignor is not in default of the Lease and that Landlord will look only to Assignor for payment of rent through the effective date of this Assignment, and that Assignee is not liable for rent or any other responsibilities or for any liability that may acctue by reasons of occurrences on the premises prior to the date hereof. 20950083 52H. * CHATTANOOGA BARKS FAT Mo, 499 648 86 F002 LEASE AGREENTENT ‘THIS LEASE AGREEMENT is dated as of te 2Eay of Tries 2010, by and between the City of Chaltnaogs and Chaltanooge, Teanesee, h maical cospoction, Ingeinner refered tn a "City", and MaviteMox Bat, uc. a Dlawe Cospoaton, heenaier refed to 05 “Tenant In consideration of the rtual covennts heteinats it forth and for othe good and veluable consideration, the receipt and sufficiency of which ce hereby acknowledged, the partes gree a fellows 1. Pasties: ‘Tho panes to tis apseement re tbe Ciy of Chattananga, Tersiaesee, (City) municipal eospoction, ene MarineMax Past, tne. C*Mariaghday"). Ifthe term *Ci {is used, it shall mean that the City has that right, duty or responsibility. Ifthe tena *Teneat” sed, shal mean til the Teaant has tat ight, duly o# responsibly. 2.” Premises: City leases to Tenant aid Tenant accepts and leases ftom City, pia the teons and contitions hereinafter set forthe premises which ere koowa as Ross's Landing ‘Masia, the A-frame concession building, te marisa operations, the loesing rams, the dock area prope; aod the conaectng sidewalls and grass plots together with the easements of ingress and egress necessary and adequate forthe conduct of Tennots business as desaribed on Exhibit "AY together wih all cxtrent maria slips or appurteaaat thereto (hi "Premises". 3 Legge Term: A. The tem of this Leasé shall commence upon May 1, 2010 (ibé “Commencemest Date”) aod shall continue through Apcl 30, 2015 (ibe "Tena"). “The Paties agree that upon execution of this Agieemeat, all terus ani conditions shall'be applicable’ and enforceable beginning Mey 1, 2010. [B, Provided Tenant ie not im defoelt under this Lege, Teoant and City shall eve the autually xgzed pon option fo extend the Ina Term for ons (1) addtional period of five (5) years eas (ae “Renewal Terms"), Ether Teoaxt o City mey tenninate the initial term ant aay ‘eaewal ten without enuee or penulty anytime after August 22,2013 with sixty (60) days notice to the Tenazt, Tenant’ acaupancy ofthe Premises dusing the Renewal Term shall be governed by all ofthe tenna, conditions, covenants, and provisions ofthe Lease except the Tenant shall Dhave na Suter option to entend the Lease Term afer expiration ofthe Renewel Term. if Tenant desis to exercise ite opfion {0 extend the Taal Term or a Resewal Term, it must give City notice of net odo 0 a least sixty (60) days prio to the expirstian ofthe initial Term or ‘he aprliesble Renewal Term, ‘The phrase "Tern" shall be deemed to zefe to the Initial Term ‘andthe Renewal Tem tothe extent applicable, ©. The Rent Commencement Date shall mein Miay 1, 2010, or such Ines date that ‘Tenaat my be placed in possession of the premises. F8B/27/2012000N 04:15 PAL CHRTTANODGK PARKS FAL Ho, 423 643 D. =, Bash"Lenge Yenc! shal bea period of tvalve (12) consecutive calendar moots, the fast Lease Yeor hognniag on the Rent Conubensenicut Date of on the fits! day of the ‘ealendar month next suceeding the Ron{ Commencersear Date ifthe Rent Comemneuceanent Date is not on the fet day of calendsr month. Fach Lease Year after the first Lease Year shall Sega cathe clear ay net mecetng be expr of immedi rece Lovee E, —_Atshotemnistion ofthis Lue lilies and other matters, te payment fr which, ‘Texan is responsible, shall be adjusted and prorated as ofthe dato of terination, and each pty sll pay to the ober Bich sam hs shall be veguiced to accomplish the promtion, 4. Rest ‘A+ natin to redueton of te buyout See set forth in Exhibit B, Tenant shall pay te Chy forthe essed Premises ar rent, without demand, offet or deduction, a sum (ihe "Percentage Rent”) galt percenlaye of the sual Gross Sales (as hereinafter defined) of "Teaant ni from. or upon the Fremises onthe following scale - Aanual Gung Soles __-_Pereaulage Rent $0 - $3,000,000 0% $3,000,001 ~ $4,000,000 05% $4,000,001 - $6,000,000 % $6,000,001 $10,000,000 15% $510,000008 ant over 20% eal ill pay to City Ov Hal Fetcnt (58) of Gross Salk over The Mion ‘Dallas ($,00000) ut less tan For Million lie (400000), One Pan (98) of Geos Sues over Fou Mili: and One Dols ($850,001 bat eas han Sx Malion Dos {(85000,00), On ni On Hal Preat (15%) of Gres Sale ver Six Mion end One Dols {86000 01) bat less than Tea Millon Dols (61000000, eal Two Pict (2) for evesy {ela of Cross Sales ver Te ilin nd one Dalits (10,090) For the purpoes of calculating anunal Gross Sales in this ptragraph the beginning date ‘wil be the fst ay of Use fast fll month following the Commencement Date and end date will be the ast day ofthe Eves (12%) month fellow the Commncemeat Date. All amounts due {0 ths City shall be paid monthly wihinfifeen days of the end of oe most eared beginning ‘with de inonth tht Goss Slo exvexls hee Millian Dollars (83,000,000 00}. B. Alter September, 2012 in addition the Peacentage Rent set forth in Section 4(A), ‘Tenent sll pay City n monthly ceva fee of fou tous two Inet doa ant 6/100 cents (64,200 00) each mont forthe remainder ofthe initial ara aod any renewal team, if exercised 5. Adit ant JSminition.of Financial and Other Records: Tenant shall mike valable tothe City all nasal and other perteatrecards suppotig the celouaton of Annual ‘Gross Sales for wut, Atte discetion ofthe City, tut no sore Gequenty then once during any ‘ive manta pesiod, the City of fe duly authorized representatives may audit the records of of verifying the ealculetin of Anal Gross Sales ¥88/27/2012/M0N 04:5 PN CRATTANDDCA PARKS FAK W423 649 6098 #008 ‘Teoaht shal provide to City monly, quarterly and annval reports reflecting the Gross sales ia a fomuatsitistactory to City. Any claim for revision of any statement of sales or for ‘nlivonsl percentage ret mist be mue by the City in wali to ‘Teoaat within twelve wouths providing MorineNéax has uot submited liaudulent reports f the CCig’s audit shal disclose a deficiency in percencagereuts pad for any mont o the extent of 2.5% or more, Teaant shall pay immeditly to City the amovat ofthe deflefeacy and in addition * ‘he eos of such audit 6, Definition of Grose Sles: Tae erm "Gross Sales us ued in this Lease shall ‘mean the comission etrned on the sae of brokered boats, the gross selling pice ofall new and ‘ued boat, transient docking fes, pars, fuel sales, acessoieg or services seld atthe Premises bby Tena, excluding he following: 8) The selling price ofall merchandise returned by customers and accepted for full, credit or the amount of discounts and allowanees made there, provided euch ling ive nd previously been includ in gross sales . 8) The exchange of merchandise between sores or waishouses owed by x afiisted ith Tenn, where such exchanges are made soley forthe convenient opection of “Tenai's business and not forte arpose of consumxuating asa which bas ‘heretofore been made ot, nor fom tbe Demised Premise, ©}, Goode retumod to shippers or manutachners; 4) Some end ceils received inthe setlement of lan for loss of or damage to merchandise, ©) Tae pee allowed ou all merchandise raded in by eustomers for reat or the amouat fered for discounts an allowances mace in len of sceeptance thereof 1) Cash efuade mode ypon tansactions eluded within goss sales, not exceeding the selling poe ofthe merchandine returned by he purchaser and aceepted by Tenant, sad 1) Sales taxes, sé-called hury axes, consumer excic taxes, goss receipts taxes aud ‘ther stile taxes now er Reanfe iniposed upon te sale of merchandise ct fh) Revenues obained fiom management ofthe ational boat sip set fot in Exhibit “BY to this Agreement 1. Bement Rent: Toon sal yy the Ren, Percenage Rent an all ther sms ‘due under this Lease to City at the addvass set forth int Paraacaph, 26, or at such other place or to ch athe pesen or persons a5 City may designe nwo All suns due wader his Lease Shall be pyale acme lepl enero he Unite Sts Ameen. /2/2012/H0 04:16 2K CHATTANOOGA PARKS FAL th. 43 6098 005 8° Taxes: Real and peronal propesty oved by the City art exempt from taxation; but tothe dvtent that any such tae ae levied the City shall be responsible for (aod shall pay por to dlingueacy) all such teat and assecsments lnvied- against the Premises flag due fturag the Tern and Teoant stall kave no responsibility therefore. Leasehold wud personal property taxes of property owned by Tenast wil be the eszonsbiicy of the Tenaut aud sal be aid prio fo detinguency. 9. Wee ofthe Lessed Brzmiss: Tenant may we she Premises for no purpose cite ‘tn ase marion and marine related opeations. These purposes shall include but are not Kinited to fueling, monty sip cena, tansient docking, new bot sles, used bout sales, brokerage boat ‘sales, pls and accessories mecchanising, and servicing Does. 10, Sondon af Preise sl mprovenents ‘A, City represents and warrants that a ofthe Rent Corhmencemnt Date and to the best of Citys knowlege: 1, the Premises, and all of the eloctical, plumbing, structural and HVAC ¢jstems shall be in good working condition'and the z00f and roofing sytem wil be watertight; 2, che Piemses or in compliance with all laws rules and regulations goveming its constuction, condition, os aid oocupsncy, the premises are fee fom the contarinwtion of bazadous yrastes or mateils, ichding bat not limited to, asbestos end eabestos containing mateials (collectively "Hazardous ‘Materiale’). For the purposes of this perngrapb, Hazardous’ Mattias shall Ielode but not be limited to, substances defined, ws "hazardous substances’, “haznzdous meres" or "toxic substances inthe Compechensive Eovizonmexta Response, Compensation aud Lilly Act of. 1980, a8 amended, 42 US.C. ‘Section 9601, ef sag; the Hazardous Matecls Transpowtetion Act, as amended, “49 US.C, Seton 1401 et 309. the Resounce Conservation and Recovery Ack samended, 42 U.8.C:Seoton 6901 et, eg. and any applicable state law, and the requlations adopted porsuant to said laws, Teuent stall have the right fo anange {far a Phase 1 taviroamental ste assessment to be coulucted on the Premises ‘before tho rent comucencernet date. Tenaut shall bave the rgbt to choose the ‘avironmental assesment company, subject to approval by We Cty of the ‘ansial terme of the transaction which approval shall not be unreasonably ‘yield, City stall be obligated to pay for a Phase 1 envizoameatal site ‘azsesnieal, Ta the event tbe Phase J caviroumental site assessment indicates @ ‘eed for remediation or futher sith evalustion, such mediation or further ‘sessment shell be Ciy’s sole responsiblity and accomplished at City's sole Aisereion. If eny such inspection or test establishes that Tlarandous Materia ‘exist in the Premises, which subsiauially interfere with Tenants use of the Promises, Teoant shall have dhe opto 10 terminate this ease, If Heardous “Matecals are diteovered in the Premises prior to Tenant taking posszssiom of the Premises which avhstentlly iaterre with Tenant's use of fhe Premises, the FEB/27/2012/008 04:16 FN CHATTANGOGA PARR 006 Premises shall not be deemed avallnble 1o-Tenant uless-and until Cty has completed the removal of suck Harardous Materials in accordance wih the ers ofthis pangraph. Lf Hazardous Mails are discovered in the Presser win twelve (12) months following Tenant tking possession of the Premuses and such Huzanions Matedals wose fiom a sate of facts ot activities existing pdor to Tenant taking possession of the Premises and such materials substatially interfere with Teoauts use ofthe Premise, then Touant may teunate this Lense as beceinafier provided. Clty shall bave no liability for any Hazardous Material covered oa the Premises following Teoaats frst twelve (12) mouths of focrupaney, unless Cty posersed actual kaowledge of the exsteuce of euch Heardous Materials o the existence of such Haziadous Materials were caused by Citys 3. After the completion of work undertaken by Clty or on City's bebalf to remove the Hazardous Materials fom the Premises, Tenant shall «gna Inve dhe tight, prioe to taking possession or retaking possession of the Premises, to reinspest for the presence of Hazardous Mates. If any such reinspection shows that Hazardous Materials resaia, Tevant shall bave te right to terminate ‘his Leace upon thirty (20) days written notice to City if Cy has aot cured within. such thet (30) day pciod. 4, City agrees to indomnfy to the extent permite by lw and to old ‘Tenant huemdess for, from md against any and all claims, demands, losses, lilies, penalties, damage, costs wed expenses uot covered by insurance, inclading without limiation, reasonable attoseys! fees and cost, erising ont of or Sn-any vay connected with the presence of Hazardous Maleils or the removal ‘hereof, fom the Premises, unless the presence thereof was caused by Tenant, or Ss egos or contractors. Thr indemity ebligatioe set forth berein shall survive ‘he expinstion or ener terminating ofthis Lease: 5. City egress to indemnify to the extent permite by lw and to bold ‘Tenént hanes fo, Bom and against acy and all claims, demands, losses, Libis, pense, damages, core and expenses: not covered by insurance, Including without tation, reasonable atoreys fees and costs, arising ot of ot inany way connected with the gasoline and diesel underground storage tals, or the removal tere, foi the Frees, unless cased by the negligence or willl smigoonduct of Tesant or its agents, ecnployees or invitees. The indemnity ‘obligations eet forth besoin shall survive the expiction or earior termination of this Lease 1B, Tenant mmy make sveh wen structural alterations ats wm cost to the inteior of the Premises as Tent deems wcessay or desire so long as such do not adversely affect the ‘situa inte ofthe Periges. Tema my rake exterior ado struck changes tothe Preaises only with Ciy's pior wien eonsant, which consent shall not be umewsonsbiy withheld, If Tooan’ aactralcuages oe in excess of $25,000, ation vo obtaining City's ‘ios Witten consent, Tent sal: Gwe Heensed contactors, (i) maintin $1,000,000 gene s 012/NON 08:16 FH CHATTANOOGA PARKS FAL Wo, 428 649 O08E 2007 ilityinsurence with City named as an aditionelineued (or requir its cootractrsto maintain ~ ‘uch infurauee); and (ii) provide workers compensation insurance, if applicable. All work and Steratons done t the Premises by Tesaxt shall be performed io a ien-ee end good and ‘workmanlike manner aod in complince wit all Applicable Laws, including, without Janitation, all requirements inposed by the Americans wit Distbilities Act, 42 U.S.C. §§ 12103 st seq ‘Any alterations, aditons or fxtwtes mad or installed by Tena, may, a the election of Teas, ‘be removed by Tent prior tothe expication ofthe Term so longs Tenant repairs any damage caused tothe Premises by such removal 11, Mrintaause ad Reis: ‘A. Soot to Citys watranty in Paruzaph 10 and Cit’ obligations in Raromph J.B. ‘ean at its own expense, shall mixin in good order and epi the Following Lo Beto: ge Flotng Doak nd al commpoaset of te dosk, ‘6 Phang and eletical en te Hoang dock, Signage 2, Interior: (ofthe existing Aine marina building ony) Paling ted walovesiag epi and epacemeats owe pambice ars ovine cetio! ois ote sting cling wd refgtationmnenaoe ant lor covering epi nd seplscementy and Gases and eolcenent. & aero Dooer pepe , Except the ites for which Tenant sll be résponsits in eccorsinoe with Paigraph 11.A. ond excepto the exten caused by the-nepigence ce vlfal miscontnt of Tenant or iis gents, employees or inviters, and the damage remuting fom such negligence or wif Iniscondhich of Tenant is not covered by the insurance, that Tenant is required to maintain Horeands, Ciy shell maintin in you order and repa, making all ncessury replacements theceof, ll portions of the Premises, exterior, structural and non-structural, including without limitation, the roof Gaeluding all leaks and sab-structare thereof), exterior walls, door, parking ‘aves, hnseaping, phumbing, heating, cooling, reiigeration (cluding condenses), electical systeus, gas pups Gncknding all Jes and tonks), pump out system Gneluding all Lines sod ‘anes Sotures,bulkerds andl ote improvements located onthe Prinses. ©. 1FCiy fas o ful ts warzany obligations set forth in Povauap OA. or is rep obligations st fvth ia Brmgruoh LLB, within thisty (30) days after wtten waco fran Tew fo City of the wecssit fr sich repairs al eeplacemes, then in atin to ay othe rights or teimbdies Tent uty bave at law ox n eit, Tenant mey make euch separs and veplacementx at Cliys expense ond together with terest Hercon a the ate of on peut (10%) per anmun, TANGA PARKS. 3 6098 ». 006 deduct such sums from-tent-and:cther moun-filling-due-under this‘Loate,--Provided-that ‘Teaact shall have so right of self help” for repair and replocemeats that excbed in price he cums dus to Cty fren eat and our smnoone falling due during the then eureut annual tm of {his Lease D, Tenant shall be respocsible to schedlo and obtain any Stte required fuel tank {nspetions ond permitting and pu the coe of any associated fees in connaction with inspection for permitog. Tenant sbll provide City with a copy of any inspections aod penning of the ful tame, ‘The coo of required zepaiz and intenance to the lok, dispencers or fue ines all te the obligation uf the City. 12, Iampetion bv Cliy: Cry may go upon the Premises dung regular buses hours. 13, Liens: ‘Tenant shal, within tes (10) dys, pry and discharge, or bond, el las for work or inbor done, supplies furnished or services revered atthe request of Tenant snd wil keep the Premises fee and clear of all mechanic's and materiales Hens in connection {herewih; provided, however, Tenant sball Inve no authority ox power, express ot implied to fete or cause aay mechan’ or matrialmens len orevcumbrance against the Premises. 14. Destustion of Preise AA. Ifthe Premises shall be damaged by fre or ther casualty Wo the extent of less than tovemy pervent (20%) of its reploerment cost, City shall promptly commence end thereater digenty purse the topa of the Premises (eter tan Tena’ personal property), provide that ‘ermal ins cased te ocessizy suze proceeds lo be made avalabe efor. BB, IF the Peemises shall be dacaaged by fire or oxer casualty to en extent greater than ‘nveoty percent (20%) of ie replacenient cost, of Tenant remonably detersines within tty (G6) days afer the date of te duunge thet the damage cannot be vealted within one hundred Fenty (120) days from the dts ofthe damage, then Tenant shall woify City ether chat @) City {hal tops the damage to ho Prowises provide Dnt eon has caused the necessary instance proceed to be made avilable therefore, o (i) ft Tenaat has tervinated ts Lense as of the dave ofthe damage ©. IF Gity ss wot Esimmeneed constivetion of any repair or resoraton work (hich ia hternining. sh commencement all ince removal of daznaged jproverents and prepurtoryclean-op work) within thy (30) days afer acta receipt of de insurance proceeds Iwith respect t sich damioge or destchon, or, if afer the commencement of suc repair ‘estoration work sch work ceases [oe 3coalimous pedod af ten (10) dys other tha by reason fof emus or ovens beyond the easoushleeontol of Cy ur City’s contactor, thea Tenant may feviainae this Lease by wtico fa Cxy. Such teninaion shall bs effective ten (10) days ater ‘seh totic i piven, provided tht sich restoration has not commenced, or ecuinued ws the case tiny he, on or before the expiration of sel ten (10) day peed, in which event this Lease shall conte in all orce end effect 1K 94:15 BA CHATOANOOGA, PARKS FAL He, 422 043 6098 008 “ D.fardiy ie during the tascsbe (6 month ofthe Term there is any partial damage to ‘he Prinses th cost of repair of which exceeds $20,000.00, iter City or Tenant may elect 0 ‘enninale this Leas sof the day he damage occured by giving writen uation the other party vwthin uty 0) days ater the date ofthe occazenco ofthe damage. The tenaat shel! not be Telieved of the cblighion to take any insusnoe proceeds evellable.to make suc reper i it terminates the lrse Notvistanding the foregoing, io th eve hat Toca lay an option to extend oe renew this Las, and the tine within wach sid optos may be exercised has tot yet pte, Tenant shall ave te ito exer sich option if tie tobe exercised tall no Ier ‘tau tweuty (20) days afc the occurence of any dauntge during the act si cons of the Taam, Tenant duly execses such option daring sid twenty (20) day pecod, City shall repair such damage pursuant to the procedures of Seti 148 above, If Tent fais to exercise such option daring suid twety (20) day period, then Cly may at Citys option ternnate and cancel this [Lease at ofthe expiration of Sid twenty 20) dy pei by giving written notice to Teoant of (its election to do so within ten (10) days afer th expiration of sid twenty (20) day period, sotithstcding ay te o peovision i the grat of option tothe contrary EE, Notwithstanding the foregoing if destruction or damage ofthe Premises is caused by ‘Teuant’ utenioal conduc, Tenant shal ot have the eility to terminate this Lease, as st forth ‘inthis Baraeraph 14 15. Condecaaion: A. Un oy time ducing the Tern, tet the whole or materially oll of the Premises shall be taken bythe exercise ofthe right of condemnation or eminent dosn, or by agreement by City wih those authonzad to exercise such ight ths Lease sal tenants and expite on the dite of such ting, ard the reat requzed to be paid hy Tenant shall be appostioned aud pxid to ‘the date of such taking For purposes of this paragraph "oatecally al of the Premases"sball be deeined to mean thst 59 mach of te Premises (netaing lose of pang) have been taken that ‘Tenants customary use thereof fr its operations is mateilly alered in Tenant's reasonable judgment BB. Inthe eveot ofthe taking of the whole or any prt ofthe Premises at any time during ‘the Temi, the rights of Ciy-ead Tenant to shure in the net proceeds of any award foc the Premises and damages upon any such taking, shall be as follows and in the following order of riot 1, To Tenant, the value of fntures and inprovernets ovmed by Tenant, and any. other item of damage to Tenent, inching the value of Tenants leasehold, ‘business intenwplion and reloction expenses. ‘Tenant wry join in City’s action or pursue 8 separate action. 2, To City al ofthe award exoepl as provided in subparagraph (1) above, CC. Lat anytime ding the Tern, ile to les than the wile or less than msteraly al of the Presses shall be taken ax afoesnid, all of the awnd or awards resulting fom suid ‘oondetaaticn shall be applied by the pares ad jid ever to the cost of demolition, repair and FEG/21/20)2/MO 04:17 FH CHATTANOOGA PAKS FAN fe, 423 643 6098 2.010 ‘pstoton of that part ofthe Premiver that me the responsibility of each party, as the case may, be, subratially inthe same uanner and subject to the same conditions os thse provided in ‘eiaguph 14 with respect o insure aud other monies. Any balance remining in the hands of City afer paymant of such costs of rept and restoration shall be kept by City D. sf the tenporay ute of the'wholeor any pert ofthe Premises shall be-taken by ax’ level power or authority, bythe exersze ofthe right of ecudemoation or eminent domes, oc by sgronneot between Teuaat and those euthorized 19 exercise such right, Tenant shall give prompt notion tureof to City, aad the torn ofthis Lease shall not be euoed or affected in eny way, ‘Tenant shall continue to pay in fill he ret and otbor charges required to he pad hereunder, ‘without redntion or absence, and Tonast shall be entitled to receive for isl? any avd or payne raade for such use. 16 Ubites: Tenant shall pay for all eter, telephone and elesticl tities used on or consumed within tbe Frealaes on or before the dates when such payments sbll be due and ‘hall keep the Premises free and cle of auy lien or encumbrance of any kind whatsvever cenatitaing a chuge against the Procses arsing fromthe nonpayment or e delinqvency in ‘payment for eid ulity services, Clty ropreneuts thatthe Preises bave meters ceparate foc cy other propesty foc water and elect. (7. Mutual dermis: A. Tenant shall indemnify and save barmloss City fos, ows mud agains ll Lsbildies, cbligtions, damages, penalties, claims, cost, charges and expenses, inching reasonable titomeys! fees, wich my be nsposed wpa or ineued by ot asserted agninst City by reason of oy accident, injury ox decane fo eny person ar property aising out of Tenants use, occupancy for roainteanice of the Premises or any part thoesf, unless caused by the intentional ast or eeligence of City Incase any action or proceeding is brought egeinet City by reason of eay sch cai, Tenant, pon waten note ftom Cty shall at Tenant’ sole cost and expense, defend ‘uch proceeding by counsel tually approved by Tenent and City in wating. B, City atl to the extent permitted by aby indemnity and save Baral Tenant for, ‘rum and ogni all inbilites, olignGoas, damages, pealies, clin, costs, charges and ‘expense, including reascoableatfmeyy fees, which may be imposed upon at incurred by or fnserted against Tenant by reason of any seeder, injury or Janage to any peason or propery nearing ir, on o abou the Premises caused by the negligent or inteotional act of City. In case ‘any action or proceeding is brought agninet Tenant by reason of any such claim, City, upon ‘wren pote from Tenant sl st Citys sole cost and expense, defend such proceeding by counsel seezted by City. 18. Tasuange 'A. Tenant shal, Juring the Teen, keg in fll force ant effet, « policy or polices of commercial general Tiablity iasncanee foe. persona ini (inetuding. wrongful death) mn damage to property covering (a) any occurrence in the Piessises, (b)auy net ot omission by “Tenant, ot by any Of ity iavites, oats, conto, svauts os employees anywhere om the 9 FaB/ON/Q0120H O17 PAL CHATTANOOGA PARES ROW reine (0) the buinesropeated by Tense the Presale, and (he contact silty oF ‘evant 9 City yursuac othe indemnification provisions of Barapa 14, which coverage shall aot be less tha Five Mion and No/100 Ballas (85,000,000.00, combined single lit px ‘occurence, ‘Te Lsbilty policy or policies shall coun an endotsement naosing the City of Catanoogs, Chatanooga Dowaiown Redevelopmest Corporati and ay other entity acting on bebsf of te City rch ae RiverCity Company as additional insures. Teaxat will provide fonfoation hat Mana Operors Legl Liability coverage of Five Million and Ney 00 Dolars ($5,000,000.00) combined single lint, per cccanmence. Tesant wil provide’ ceriGcate of insurance for Workers Compeasition for te Ste of Tenessee with US Loogsboremen end Hib Workers Act enossenaus ‘Dh Temot wil provides certcate fr anton abil ineloding lited and noi-owoed endorsoncts with iinite of One Mion sod No/100°Dollts ($1,000,000.00), combined single lint, pe oseurence. B. Tesant shall during the Term, keepin fl fore and effect.» policy or policies of 0 called “All Risk” or "ll Pav insurance inruing the Premises and Tenants funiture, pewonal open, fixtures and eghipment in the Premises, with coverage in an emougt equal 2 the eplicement cost thereof. Tenant may, with City's prior writen consent, elect to lave a reasonable dedvetibie im coonection with «veh insure. City cousents to & Fity Thousand Dolla ($50,000.00) deductible, The City of Chattaucoga shal be pared as loss payee. ©. Bach insurance policy aud caiate hereof obtained by a party pursuant fo this [Lease abil contain a clase that tho insurer will provide the other party with atleast tty (0) days prior vrtten notice of eny material change, non-enewal or cancollation ofthe policy. Each such ineurance poliey sll be with an insurance company mutbrized to do busines in the safe fn which the Presses are loeted, and reasoanbly ceptable tothe cther party. A certificate evidencing tos sovennge under etch such policy, showing all named insureds as well as the beneficiaries of eny wnivere of subrogation, shall be delivered to the other purty pxor 10 commencement af the Teun. Bach soch policy ull provie tt say foss payable ete wider all be payable rioting (a) nny act, omission or neglect by the other pty ox by ety tenant or subnet, oF (9) aay oeeupation of use of the Premiers by Tensut or by aay tenant oF subtesaut for purposes more hazardous than penoited by the tens of such policy or plies, or () any foeciosue or aber ection ot proeeaing taken by any inoryagee or trustee pursuant 10 ‘ay provision of any morgage or dowd of ust covering the Premises, or (2) any change in tile ‘or ownerabip of the Premiso. All insurance polisiesrequized pune to this se shall bo ‘writen as pinay poles, so eonebuting wis or ix excess of aay coverage which the other ‘peri nay cary and al elter name dhe ober party es a adtion nanied insured oF cota ‘vee of subeogation ngs the other purty. ach pay sll proce and mistan all policies ‘heh ae is responsibility entirely at its ov expense sa sal atleast hit (30) cays prior 0 the expitition of suck polis, furnish th otbec party with renewal cetfentes these, party Sinih not do or permit to be doie anything which shall invalidate the insureace polisies {nntained by he other party or te insurance policies requiced pursuant to this Batagraph 18 ‘te coverage there under D. Notwithstanding anything to th eontinry contained inthis Lease, wienever (0) any Joss, cost damage of expense resulting fiom fre, explosion or any ote easly or onennence 5g incued by efter ofthe partie to this Lease in connection with Une Premises, aud (b) auch, 10 FER/21/2012/MOW 04:17 PH CBATTANGOGA PARKS FAL 2 a0Me row ty deur covered (or it required "wade thy Lane to be covered) in whole oF in part by. Insureace with segpet to ich los, coat, damage Or expense, then Us pasty so insured hereby Teleases and waives the other party, ts exnjoyers, agent's and contactors fiom any: iis ik may have on account of tuck Loe, cos, damage ot expense sod waives aay right of subrogation ‘which might otherwise exist on eceotn! thereal} provided that suck release of lablity and ‘waiver of the right of subrogation shal not be operative in any case whet te effec: hereof to invalidate such insucencecoverege. The release and waives contaaed in this Section is intended - to expresely rele mod oraive the lability ofeach party ftom the consequences of ite ueigent sets or mission, snbject to te terms of tis Seetion. City wd Tenant shall use all reasonable ‘efforts to obtain @ release and waiver of subrogation om tel respective insurance euriee and ‘obtain any special eadirsoments if required by thet insurer, to evidence compliance with the atoreoecioned waver. The terms and provisions ofthis Section shall survive the tennination oF ‘expitation ofthis Lease 19, Signage: To the extent Tenant chenges, alters or replaces any current signage, “Tenant shall provide City with eh signage plant or «description of any signage to be installed fn the Premises prior fo instalation of auch signage, Within tweasy 20) days fllowig Cis receipt of the signage plas or description ofthe signage, City must provide Tenant with its fpproval or ciectons to tbe signage, which approval shall not be uareusonably withed. If City objesis tothe signage, City shall deliver wetten notice ofits specifi objections widan suc, thveuy (20) day pein Following Cit delivery of le welten objections, City and Tenaat shall smeet and confi, os often a is uocesey, 0 resolve auy disagreements pertaining to the signage “Tenant asknowledges tbat ell signage on the Premises is subject to all governmental regulations. [At the expiation of the Term, Tenaat sll remove all sock sigoago and repair any resulting damage, 20. Assman and Subleting? Tenaot may assign or slet ll or any portion ofthis Lease or the Presses to ac affliate, parent or subsidy corporation or acer business entity, or to any suecestor by merger or consolidation. Tenant shall not olberwise ‘sign this Lease, not sublet te Premises or any part heceof, without the por vnitten Consent of City, Tenaxt shall remain primacly Lele forte payment of thereat htein served and for ho pecformance of alt the otier terms of tls Lasse required to be performed by the Tonant notwithstanding any ‘ssgnment ot sublease 21. Surender: At the expiction of this Lease Tenant shall peaceably and quitly sunreade the Premises to City in a broomlean and niiry condition nd in sseutialy the Sine cade, condition se epair as of the Rent Commencement Dae, ordinacy and reasonable wear and tea excepted. Ary improvements, fxtues or persoual propery Teflon the Premises by “Teno at he terminnion uf Gis Lease shal belong to City wt, a City’s election, be removed ‘rom the Premises at Tenants expense, 22, Default -Gruuads: The oveurence of any of the following events shall constitute sn Bveat of Default on fhe part of Tenant ‘A. flue to pay any installment of reat cr any oer sum dus and payable hereunder within ten (10) days alter writen notice of fhe to pay ont due date, n Xo, 423643 60 MOH 04:17 FL CHATTANOOGA PARKS ro B. default in the performance of any of Tenant's agreements or obligations Ihereunder where such faut i (except default in the payineat of ea instellment of reat other payment of mioney) conning for dsty (30) dys alle wate wotice thceot Som City to Tonnt, provided that if suc default is ote than the payment of money an ceangot be cured within such thirty 00) day peciod, then Tenant will not be in default Iuceander if Tenent, within such thirty (30) day period, commences cunng of soch default end Aiigedy and in good faith pcosecutes the same to completion; . _Tesmnt el file & petition or be adjudged bankcupt or insolveut under any ppleubie federal or sate backrpicy or iusclveucy aw oe a rosiver of ruste shall be ‘appointed forall or substantally al ofthe asses of Tenant or any guarantor of Tenant's ‘obligations beeandes, proved, however, Tenaat shall nat bs in default hereunder if any Jnvoiuciary petting, action or appointee discharged within ninety (90) days afte its. cammencentet or appointment, D, In the event Teoant sball default in the performance of any of Team grecients 0: abligations hereunder thes or ow times in any twelve month period ‘whieh bave ranted in ttn notice to Tesast, even though te individual: events of tefelt have been orate being ewed as provided in paragapl 8, such epeate fulue ix Tenant's peeformance sill constiue a alditional event of default which shal ution City o ay ofthe defialt veanedies se for x paragraph 23 without affording Tena the copper to cue, 23. Default - Remedies: Upon the happening of any suck Evet of Desnlt, City, at ny tne theoafer, may in-adetion to all other remedies provided at Iw or in equity hot ‘otcwise waived below. A. with note declare the Term hereof ended and through court proceédings only, City hereby waiving any right of "elehelp reenter the Premises oc any part ‘eecof and expel or rene thereto Tepant au all pies occupying the sans oy ‘of tiem, av again epossess nd ojo the same and be ented wo recover a Tiquidated ‘lange and not ws n penily, » aur of money equal to the tral of (6) the cost af recovering the Prenisee Gelling attorneys fees and costs of sui), (6) the ump rent ‘amd af the tine of lexan, pls inteest Hexen as set oot ven, (c) the resent walls (discounted ot th rate of ten percent (20%) pes nwa) ofthe balance of the ret for the reminder ofthe Terns les the present wale (discounted at the sume mnie) of the fair narket rental valve of the Premises for sald petiod and (4) say other aun of money owed by Tenant to City, inching City's remonable out of pocket costs; expenses, ond Featwonehle stforueys! Fes in connection wth the preperation of the Premises for releting a forth eleting itl, excluding any costs of evodeling fora new tenant: City and “Tenant Suter agree that the dzages caused bythe Tenants defilt would be diffe or imposible to etinate accurately and dt this mensue of dmanges is reamonabepro- tthmate of City's probwble lost resulting fom Tenaut breach 1/20; 2/MOH 04:18 PM CHAYTINOGA PARKS AY, 423 643 6098 Pai B, re-enter the Promitee trough cout proceedings opty, City hexeby waiving any right of “olthep", without declaring the Term ended, sua rset the whole or sry part thereof for the ages of Tenant on suc terms end conditions aul a such rout «City may then deem desirable collecting such rent ead epplying it moothly on the amount de fom Tenant hereunder aod on the out of pocket expense of reletng (including, bt nat liiled fo, advertising expenses azd realestate conmnissions reasoaably equied in order to coet the Premises, but excluding any coss of remodeling for e new teaant), ‘recovering from Tenant the dgfrence betwee the proceeds of suck rleting and the tmnouat ofthe rentals reserved hereunder, which sum Tenant agrees to poy upon deaund ‘but Teaant shall not be ented to any suplus funds goneated by such releing. City small uo, by any re-entry, be deemed (o ave tecinated thi Lease, end the ability of Tenant for the total ret aud other charges theresfier accruing and for démages shall cootinue wnt! Tenant is noufed in weiting that this Lease ints been terminate. Suck reletig shall not be constroed as an election on the par of City to terminate this Lease ‘unless awit notice of sot intention be givan to Tenent by Cty. Notwithanding any such eleting without termination, City may a any ie thereafter elect to temninate this Lense for soch previous breach; C. City may reoity aay defaults of Tenant, by entering onto the Premises or cothervisa without being lsble for espas o eny darhages, and add to th reat tobe paid eceunder, and to any istallzent or astalnents thereof thereafter bevoming due, all of Citys resonable expense in so doing, inclnding atomeyy fees, plo interest on ny such sum atthe rate of twelve percent (12%) per storm from tbe dalé of such expendice ‘unt epaids D. if any installment of rut of any ober payment i nt gid promply within the race period it shall ber interest at the rae of tvelve percent (12%) per ax ftom the expiration of tho grace pod until pai FE, Al righto and remedies of City herein or existing at Jave or in oguity are cumulative and the exetciae of one or mere sights or remedies shall not be taken t0 texcloda or waive the right to the exercise of any other excepts specifically waived bern 24. Holding Over: If Teowat holde over the Premises beyond the end of the Tem, ‘his Lease wil be desined mouth to month teoaney and Tennat shall be lible to pay one hnunéred twenty five paroent (125%) of dhe tent, togetar with al other charges or payment? contemplated fn dis Lengo at Ce tines specified hein 25. stepped Sutsmentst ach party el at any twe_and fms tae to tne within Fitecn (15) dys afer orton request by the aller, excote, acknowledge and deliver to the the, writ statement esting tat is Lease is unmodified and in fll force and effect if Sst ds the fae (orf tewe has Been any wodfieninn thereof, stating the moifiaton), the dates to wich te entale and other ehacges have hoen pdm advance, if any ave tha there are not ty unease defals ox specifying such default Hany oc claimed. Any sch statement may be felled upon by any yeospeetive preset of Chy, oF Uy aay mociengse of azsigee of City ot 8 ew/27/0012/00H 04:18 FH CRATTANOOGA PARES AL Mo, 423 649 6098 hos “Teaaat or by tae tie or benefiity of ey: ded of trust nesting & enupon the Pres cron the leasehold teres of the Teamt 26. _Natloes “Manner of Giving Al notices rquted tobe given bexeunder tie tobe in witng, Such note dal be personally delivered (wich shall include private express tours) again receptor set by United States eered mal, ret reeipt requested, postage repaid addressed sfllows: me City City of Chatanodge (Chattanooga Downtown Redevelopment Corporation clo City Finance Officer (City Hal 11° Steet (Chattanooga, TN 37402 (423) 265-3700 (423) 265.6952 with epy to Office ofthe Cty Attorney 1008. 118 Stet, Suite 200 ‘Contiaooge, TN 37402 (428) 643-8350 (423) 643-4255, to Tenant Disectot of Rel Estate MauineMine East nc. 18167 US Highway 19 Nort, Suite #900 Clearwater, FL 33764 (27) 331-1700 (727) 524-3954 vith py 18167 US Highwiy 19 North, Suite 300, Clearwater, FL 33764 2 581-1700 (27) 524-3954 ‘orto such ote placa a8 the respective aressee may nvr desipated in wt notice to dhe tier party. Service by mail wil be deemed to have oecurvl forty-eight (48) hous afer deposit tase notice in the Dated States mail. Personal delivery wil be effective upon receipt or upon Tefal to cept the alice, Notcns way be piven by each party's sespective counsel 27, Waiver: No waver of any default by either pasty hereunder wil be implied fom sy omission by eater party to take asin on aecowa of ouch deta if such defnut persists fs repeated, and ao expess waiver wil affect any default ether thaw the defeat specified in the ‘raver, and then such woiver wi be operative only for de ie and to te extent therein stated. 1“ ‘1/2012/MOW 04:18 PM CTTANCOGA PAS FAL Ml, 423 643 0038 2.016 A. waiver by eltbe-party of any provision hereof will not be construed ag a waiver of ay subsequent breach of the stm provision, nor wl the eonsect or approval by either party to or of ty ot by the oer be deemed fo waive o reader uaneceesay thes couse cx epproval to or of ‘ny subsequent sila cts: 28 Tie Time is ofthe essence hereof. 29, Suboadiowtion: This Lease sulle subject and subordinate (or at City’s option, supedior) to any and all mortgages of eds of trust now or bereafer placed upon the Premises td tall fiture modifications, consolidations, replacements, extensions and renewals of, and ell smendmeate and supplement thereto, Notwithstanding such subordination, this Lease, co long, ts Tenaat jo not then in default ofaxy ofthe tems, coveannt and provisions hereof, sball 208 ‘ecinate or be divested by fixeclosre or other default poceadings under such mortgages or obligations stoucedtheeby, and Tenant shal atom fo wud recognize the City, mortgage (Which ‘cus shall inolude te beneiclary under ay deed of tot) or the purchaser at the foreclosure sale in the event of such foreclonse or other defuult proveeding, ws Tene’ Jssor for the balance of the Term of this Levee subjeet tall of te tems and provisions hereof. Teuant shall exec, telnowedge sud deliver any and all doonments requved to effectuate the provisions of this paregraph Notwithstanding th foregoing, Tena shal ot be obligated to take posession, or if Dovtession is taken, pay reat or ony other charges hereunder unless ‘enaat. receives « rondistucbanoeagreereal Zim say and ell existing mextgagees and/or ground lessors essentially ‘providing tnt Tenants occupancy snder this, Lease hal no be distubed so long as Tenant is notin defelt hereunder and such moxtgagee cr ground lessor agrees tobe Yound by ened ant all of tae temas hereof, provided any eveceeor--intevest to City shall nt be liebe for any defeat fof City wader this Lense coousng before sach party takes tile tothe Premises, but call assume tnd covenant to perform the obligations, duties and liabilities of the City under this Lease arising for anf after such dat end such euosessor-iiaterest shall aot be bound by any payweat of reat for mofe than one month in advence or any amendment or modification ofthis Lease made ‘yldsout the writen eousent of such ruccesor-in-nteret afer the date of euch non disturbance fad atornmeut agrerment. Furbenore, this Lease shall not be subordinte to any Soe Ihorgage, glound lese ox ded of Gt lest and uti) Tenant as ceeived a wondisturbance agreement ffm any and all fate mortgages andlor ground lessors eseatally providing Gat ‘Tenaat’s cecngancy under tis Lease abl not be dante x long as Tena fs notin dealt heteinder, provided ny saconeori interest fo City shall aot be Table for any default of City ‘under this Lease ooenmig before such party takes Ce to the Peayises, bot shall asm and oveonot lo perfonn the cbligitions dues and abilities of the City under this Leave acai, ‘Zou at after auch date andl much Swocesor-in-interet stall not be bound by any payment of rect for more thas one mouth in advance or auy amendment o¢ modification ofthis Lease made ‘without the writen consent of such suceessor-iu-iuterest after the date of nach non-disturbence and atignment greemest 30. lavalidiy: If any provision or any part threo aball be deteamined to be invalid, ‘unenforceable of ilegal then sich provision shall be deemed yevered fom this Lense, end sball not affect the remaining provisions bereof 15 FEO/27/2012/008 04:18 FH CHATTANOOGA PARKS AY fo, 423 613 6088 ro wo oo3e > Quiet Enjoyment: Tent, upon paying We-rect andvall additional reat hein provided for end in observing and perfortning all the terms, agreements, and provisions of tis [ease on Teuant’s pat to be kept, obsaved and performed, sbll quietly have and enjoy the Peewises during te eon ofthis Lease. Cty shall indeooify and bold Harmless Tenant fom all cots, loses, clan and expenses, inciding storey’ fes, incied by Teva a the event tht any les, eitmmbrance or oer matter affecing title tothe Premises interferes with Tenant's leasehold estate crested hereby, or Tenant's right to possession of the Premuses, or if acy pasty tier har City sunkes a elim for rent tha bas already been rid hereunder. Additionally, in the vent of aay such oocurenee, Tens sell hive the right to offset al of Tenan's costs, losses, claim and expense, iacludingextomeye' fee. 52. Construction: This Lease ail be sretly construed nether against City nor Teorat 33, Atoms’ Fees- In the event te it becomes necestary for any party 10 exoploy 1 attomey to enforce any of the terms or provisions of thie Lease, the prevailing pty eball be extitled to all ofits easonable attorneys fees and court costs (if xy) in connection therewith, the soncunt to be fixed by th court without «jn. 34, Binding Boot” This Lease shall inure fo the besafit of and shall be binding upon. the pares, thee hecs, personal representnves, aucestors and assignees. The obligations of the parties shall be jot ond several 3S. Guvagine Lew This Lease shall'be governed by and consted in accordance ‘with the laws of the State of Tennessee, 36, Tananth Use: ‘Tenant chal not cause or permit any Hazardous Materials to be ‘ough upon, kept or wed in or about the Premises by Tenant, its ages, eraployees, contractors or inites, except for such Hazardous Mateos as are necessary or useful to Tenant's business faut inall Sven in a manaer tt compos with all fedeval, eat end local laws or regulations Syplieable to such lurardous Materials I Jazardous Mates sro nse, store, generated oF spose of on or in the Premises by Teaaot or if the Premises become contaminated ia any tmauier by Tecan, ite agents, employees, contctors or fave, Tenant stall inex ca Fold City hatenless fom any and all is, demands actions, Tablites, cost, expenses, hmages, fics, reimburses, restiwion, respome cost, cleanup cost and obligations (inching investigative responses nid alr any! fees) of ay tate aising duely or inlicoly far reall threot or ass reault of the frilwe by Tenant 0 comply with any and all ‘environmental laws. Without Knute ofthe fovegoing: if Tenant camses or pernitsis ages, Saoployees, contractors ot invitees to cause the preeeuce of any Hazardous Material on the Premises which rsuls in contazinaGon, Tenant stall promply, atts sole expense, ke any and all asecssry olins fo rebum the Premios lo te contition exiting pot to the presence of any foch Hazan Material on the Premise. Tersat shal fist obtan City's approval far any such ‘medi! acon, The tems ofthis Seotion sbll survive tbe termination or expiration of tis ease WOH 0418 PH CHATTANOOGA Pols al Mo. 624 “97; City Teicain:*Ciny and Tenant mutually covenant nd agree tht City sll haves the sight to trenster and assign in whole ov in pat, lie ight aad obligations heunder ead i the Premises: La te event oF any uansfer of title tothe Premises, upon notification te Tenant of such taser the tuassfiqor aball be and hereby ia enti feed and relieved of all fe covenants, obligation en liailties of City hereuter, and itsbll be Geerned and conse as 2 coveusntrunniag with he land without further agreemeat between the pasties or their sucestors se iateest,or betwoes the partes and she transferee of tits fo th Premises, provided tat ach tccessort fn inteest or Wacafeee bas aarumed and agreed to cay out aay end ell such ‘covenants, obligations and liebilies of City herunder, and Lesee agrees to ation to any auch ‘wsasfree of purchaser upon al temns and coalitions ofthis Lees, 38. Comore’ ox Pertutrthin_Authoine Uf Teomt executes this Lease as a comprativn ‘or pavtoecbip (gener of Umited) or lhmited lability company, each person fxcetng is Lease on bebalf of Teoaat hereby personally represents and warrants that {a Tenant is duly authorized and existing corporation or parership (general or mite) or Litedlinblty company; (0) Tenant is qoalifed to do business inthe sate in which the mses are lotta (ct onrportiw ot partneaship (gene! or limited) oF Linited. ality copay Das fll ight and suhorty to eer ato this Lease, (6) each peson signing on bebal of the corporation or prineahip (gna or lite) or lant ibility company is aubonzed to 40 so, tnd (o) the exertion and delivery of he Leave by Teast wll ut result inex beach of, or coowitnte « defwlt under, say taortguge, deed of trust, eas, lon, credit agreement, prneahip agreeent ot other contact or instrament (0 Wich Tenant ise pasty. Uf Cy Excoutes tis Lease ax a corpoaton er patinerahip (geeral or limited) or lirated lability Conary, each person executing his Lease on bebalf of Clty herby personally represents sack ‘warns fiat: (2) ity i a duly auorzed and existing corporation ox petaeship (general ot Tinted) br mite Unity company, () City is glifed to do business the lat i wh te Premises are Iocated (6) the corporation or parterhip (general or touted) o Limited Kabitty companys fall ight ad mtr to eter io ts Lee (2) each pesson signing on bebal of {be corporation or partership (general or Jnited) oid iby company ie authorized to oso, and () the execution and delivery of is Lease by City will ot esl in any beach of, of constitute a detail under, uy cotaee, ded of rs, ese, lonn, red preset, pattaenbip tgretment or other coatect er instrument which City i pacty 39. © Countematts:, This Lesse may be executed in two or more counterpats, and it shull not be necessary tbat noy ous of the ooustesparts be excouted by all ofthe pasties ereto ach fully-or pasialy erected counterpart shall be dezmed en original, butallsech counterparts taken together shall constitute but oe mad the same instrument binding on the parties hereto ‘beneath party has executed st least one countecpat EB/21/2012/40R 04:19 FM CHATTANOOGA PARKS FAT Wo, €73 649 0038 hog [WITNESS WHEREIF, th parties lave executed this Lease ox the day and year fst Above wit, CITY of CHATTANOOGA. Chnttanooga, Tennessee wena gOC NutioLawrenes A {tes Adininisuao 1B F5G/21/2012/00 04:19 FM CHATTANOOGA PARES FAK Wo, 423 643 6098 F020 LUST OF EXHIBITS Exhibit “A” ~ Legal Description of Pramis Exhibit "B"~ Additlonal Covenants, Exhibit “C ~ Marina Managemont Agreement Exhibit “D” - Parklng Lot Conatruction Plan Exhibit "E" — Additional Boat Slips to be devaloped and constructed by city ‘Exhibit “F" ~Legal Description of Management Agroement Premises (Map) EB/2/2012/MOR 04:19 PM — CRATTANOOGA PARKS FAY Wo, 423 643 6098 Ro - EXHIBIT "A" LEGAL DESCRIPTION OF PREMISES PREMISES: For the acknowledged consideration, City eats and Jase o Tenaut an Tenant ‘ents and Joapes fiom City the folowing decribed premises located in te City of Chattanooga, Hamilton County, Teaneste, to wit ‘Within the confines ofthe area know as Ross's Landing Marina, the Anfame cnaoeasion balling, the marina operation, the loading ramps the dock ares proper, and ‘be cofnctng sidewalls and gras plots together with all eppirenances thereto ad wit ‘aserent of grea end egress necessary and edequate for the conduct of Lessee's ‘osiness as hreinaftec described. See attached constuction document and outline of wea incorporated exe to more folly define ‘he boundades ofthe premlaes, AT fo, 423 613 6098 Ree nih rer EB/27/2012/008 04:20 CRATTRNONGA PARES FAK Ho, 423 643 6096 ‘EXHIBIT "B" 1 City’s Sting: ‘Teoant ogres to rose slip #, #2 and #3 as shown on Exhibit “P” avalable for (City’s exclusive se and etna charge tothe City upon 7 days notice, Tenant reserves height to Tease these sips to trtasient bostere or ve them for othr asain related atviles whan no! ‘cupied by the City 2. ‘Fonanfs Obligation co Purshase the Existing Docks aud City's Buy Out Fee: ‘Tennessee’ to purcse the existing dock facilites icated at Ross's Landing: ‘Masiga and moce particularly desccibed in Exit “C" (the "Docks”) from the eurent owner, Randy Jones, for Tce Hunted and Seventy Five Thousand Dolls ($375,000). The Parties are thot che remelting Buy Out Fee as of Apri 1, 2010 is One Hundred Seventy Five ‘Thoveand Dollar ($175,000.00) If this Lease Agreedaert remains i fil force and effect troogh August 31,2013, City will owm 100% interest in sid docks with no further cbligation othe Tenant. However, if ‘his Lease Agreement i terminated by ether party for eny reason whatsveve, incliding dBtault os bebalf ofthe Tent ror tothe expeton of th Te Cty sal pay to Tena a "Buy Oat ‘Fee forthe remnalng blazes as defined below: “Te wrt ‘Ales xe | uy Out ew | aniaoro | wanz0i0 | _st7n6ss 33 | sire | 5168, 65 e010 ww | $162.490.09 | (2080 168,358 52 evento 108,158065. ‘rre0i0 149.9006 sano | svsvzoo | $145.88831 Hinnoto | ‘waarai0 | staecece saninoto | raerrno | $19748097 ‘inpot | weveo%o | $19335830 ‘aivants | aawaort | sis, s80.2 snvaocs | sgwzors | 512496806 anos | agozots | $120889.29 siaots | sri | s1is66882 orion | exazors | si1248085 rvaoss | wsuzott | 10833028 arvaont | asian | 310416635 ‘ariaois | aannots | soase096 sanvaots | sovaoss | s8c,e3877 ‘wits | wsozort | $31,668.60 fasweoss |rarvaots | $87,499.09, tivaot2 | ‘veva0r2 | se3.38825, a 0 | 2/MON 04:20 FA CHATTANEOCA PAKS FAK Ho, 423 643 6098 hom 2nor | aeano12| —$70,18850 o%2 | aninote | srasena2 arizora| aoro1 | 7080028, sirora| Seino | sesaee.se savor) stozorz | saz4oeat nivaore | Yeweos2 | $50,393.24 rizoi2 | aio | sseies67 rreor2 | srazoi2 | $49,900.00, sevveos? | rorzote | $45.33.23 sunieo%e | rcoro%2 | $41886.58 ‘azote | reteot ‘yirots | vewzors | s33asa82 2nro1a | aearzors |, 529.1688 sneer | aaizor | s2

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