LANDLORD ESTOPPEL CERTIFICATE, NOTICE AND SUBORDINATION AGREEMENT
LANDLORD ESTOPPEL CERTIFICATE,
NOTICE AND SUBORDINATION AGREEMENT
CITY OF CLEARWATER, a municipal corporation, (the "Landlord") does
represent, warrant, covenant and agree as follows:
1. Landlord has leased certain property in Pinellas County, Florida (the
"Property") to CLEARWATER GOLF ASSOCIATES, INC., a Florida corporation (the
"Tenant") pursuant to that certain Lease Agreement by and between Tenant and
Landlord dated December 19, 2001, a copy of which is attached hereto as EXHIBIT
"A" (the "Lease").
2. The Lease is in full force and effect and has not been otherwise modified
or amended and no default exists under the terms and conditions of the Lease.
3. The Lease represents the entire agreement between Tenant and Landlord
and neither Landlord nor Tenant is obligated under any oral agreements pertaining to
the Lease or the Property.
4. The rent due under the Lease has been paid through September 30,
2003, and no other prepayments of rent or security deposits have been made except as
stated in the Lease.
5. The current base quarterly rent due Landlord including taxes or any other
sums due under the Lease is $6,000.00 per quarter. The Lease also provides for rent
based on a percentage of receipts as provided therein.
7. Tenant is not entitled to any rent concessions, reductions, setoffs or
rebates from Landlord except as stated in Section 2 of the Leas'e.
8. Landlord has no current plans to utilize the Property for other municipal
purposes and terminate the Lease as provided in Section 21 of the Lease.
9. Any obligations of Tenant as set forth in the Lease have been fully
completed and Landlord has accepted Tenant's performance thereunder. Tenant is not
currently in default under any of the terms of the Lease.
10. Landlord acknowledges that the representations made herein are being
given as an inducement to Premier Community Bank of Florida (the "Bank") to make
a loan (the "Loan") to Tenant for improvements to the Property to be secured by a first
lien security interest in all equipment, furniture and leasehold fixtures on the Property
owned by the Tenant (the "Collateral", attached hereto and made a part hereof as
Exhibit "B").
11. Landlord shall make a best effort to provide the Bank with written notice of
any default under the terms and conditions of the Lease specifying the nature of the
default; provided however, the City shall not be under any legal obligation to provide
such notice to the Bank.
12. The City hereby subordinates its statutory rights as landlord under the
laws of the State of Florida for any lien, claim or assertion of title to any of the Collateral
to the security interest of the Bank in the Collateral, and recognizes that the Bank's
security interest in the Collateral is superior to any lien or claim of any nature which the
City now has or may hereafter have to such Collateral by statute, agreement or
otherwise. 4V- ~
This Certificate is granted this ~ day oLOoteber, 2003.
"LANDLORD"
CITY OF CLEARWATER, FLORIDA
By: ~......... :S.II...v--::o::
William B. Horne II
City Manager
Approved as to form:
~
Laura Lipowski
Assistant City Attorney
Attest:
STATE OF FLORIDA
COUNTY OF PINELLAS
""'" ~
The foregoing instrument was acknowledged before me this ~ day of g.cwt:mr
_, 2003, ~LLI AM f3. ~~ R. N ~ I as City Manager and attested by
C;h.~ lq, 6='0 u as City Clerk for the City of Clearwater, a municipal corporation.
..I Personally known ~ r/!. ~
_ Florida Driver's License Notary bllc
_ Other Identification Produced
Print or type name of Notary
(SEAL) ........"
_-J>.\f.'.v. r~", Carolyn L Brink
f*(A~fj MY COMMISSION # 00203569 EXPIRES
~.~.:!:.'" May 22, 2007
..,~ ,9F. ,~~~~ BONDED THRU TROY FAIN INSURANC~ INC
203956
2
ATTACHMENT(S): EXHIBIT "A" - LEASE AGREEMENT
EXHIBIT liB" - COLLATERAL DESCRIPTION
203956
3
'.
)
I
LEASE AGREEMENT
THIS LEASE, made and entered into this ~ay of ~~ ,2001, by and
between the CITY OF CLEARWATER, Florida, a municipal corporation, hereinafter called the
"City", and Clearwater Golf Associates, Inc., 401 Druid Rd. W., Clearwater, Florida 33756,
hereinafter called the "Club".
WHEREAS, it is the intent of the City and the Club to enter into a lease agreement for the
premises described herein:
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
contained hereinafter, IT IS AGREED AS FOLLOWS:
02-025435 JAN-17-2002 4:3.
PINELLAS CO 8K 11793 PG ,
GRANT OF LEASE & TERM 111111I11111111111111111111111111111I11111111I1111
1. That for and in consideration of the covenants herein, the City does hereby lease to
the Club, that certain real property located in the City of Clearwater, Florida, more particularly
described in Exhibit "A" attached hereto and incorporated hereby by reference. The term of this
lease shall be for a period of twenty (20) years, commencing March 1, 2002, and ending
February 28, 2022, unless sooner terminated by the provisions hereof.
RENTAL
2. The Club shall pay to the City as base rental for the premises $48,000 annually, ~Ius
applicable sales tax.
The said rental payments shall be paid in advance to the City quarterly, beginning
March 1, 2002.
In addition, the Club shall pay to the City three percent (3%) of gross revenues in
excess of $1.1 million annually. Payment is due at the submission of the annual report.
As consideration of the Club's capital improvements described in Section 5 of this
Agreement, the City agrees to relieve fifty percent (50%) of the base rental only for the first seven
years of the Agreement. Beginning with the eighth year of this Agreement through termination,
full base rent plus any additional rent will be due.
LEASE NOT ASSIGNABLE WITHOUT CONSENT
3. It is expressly agreed between the parties that this lease shall not be assignable to any
other person, firm or corporation without the express written consent of the City, which consent
may be granted or denied in the sole discretion of the City.
USE AS PUBLIC GOLF COURSE
4. It is understood between the parties that the real property which is the subject of this
~HftM will. no)'be used in a~y manner other than as ~~Iif QJo'f fO~r~ ~n1~0If~aChingfacility.
N TO. .I III EXHIBIT ~ ~ I ' I _ k '" Q ~I
CITY CLERK 10 ~ I I' I ~ Iii J)q I ; ~
piA ~~ I I.", ,"1 I~ 1
08T OFFICE BOX 4'748 i (f., r' (,) ;:r' ~r:: 1:-.:: (,)' !.\. '...~: ~~' "..1 __,'~-
'" ~A."a...__ Il I ~H ~~ ~~d ;..\: c~: ~.~ ~':-f ~l~: ,":' '~Ll i,:.:~: .~::~ ::~
J
I
IMPROVEMENTS
PINELLAS COUNTY FLA.
OFF,REC.8K 11793 PG 760
5. As a condition to this lease, the Club shall construct the following upgrades to the
course and support facilities during the term of this lease in accordance to the schedule as
noted:
a) During the first year of this Agreement, the Club, at it's sole expense, will pave and
stripe the existing parking and cart paths relating to the course. The paving may be either
asphalt or concrete at the discretion of the Club. All work shall conform with all City codes,
including landscaping. Approximate value $325,000.
b) During the first year of this Agreement, the Club shall renovate all greens.
Approximate value of $75,000.
c) During the third year of this Agreement, the Club shall renovate and expand the
existing clubhouse with meeting space available for the City and neighborhood meetings at no
cost to the City for normal operating hours. Approximate value of $350,000.
d) During the fourth year of this Agreement, the Club shall modernize the existing driving
range, remove the maintenance shed and install a new maintenance shed. Approximate value
of $300,000.
The City must approve the design, site plan and construction of all facilities. Failure by
Club to complete all improvements as described above shall be cause for termination of this
lease.
PROGRAMMING
6. As a condition to this lease, the Club must establish and construct the "John Huston"
Golf School and Learning Center at the Golf Course during the first three (3) years of this
Agreement. Elements of the school shall include, but are not limited to: a Junior Golf Academy,
interactive tournaments and parent and child competitions. The City agrees through the Parks &
Recreation Department to assist in marketing of the school.
CLUB COVENANTS
KEEP AND MAINTAIN A GOLF COURSE
7. The Club covenants that it will keep and maintain upon the real property an 18 hole
public golf course, together with incidental improvements and will use, occupy and make
available, as herein contemplated, such premises as a golf course and related facilities for
pleasure, recreation and other purposes consistent with such golf course operation. During the
term of the within lease and any extensions thereof, such golf course shall be operated and the
facilities shall be open for usage during the normal hours of operation and fees of the same or
similar facilities in the area; provided, however, that at reasonable times portions of such course
may be closed for necessary repair and/or reconstruction and/or maintenance. The Club will
2
I 1
provide to current employees of the City of Clearwater use of the course during normal operating
hours for a fee of seventy-five percent (75%) of the prevailing rate for that start time.
USE AND CARE OF PREMISES
PINELLAS COUNTY FLA.
OFF.REC,8K 11793 PG 7
8. The Club covenants and agrees that it will, at all times, keep, maintain and operate
such course and the facilities thereon, or in any way connected therewith, in a good and prudenl
manner to the end that such course shall be kept in good, playable condition. The Club agrees to
keep and maintain, in good repair, all permanent improvements, such as buildings, and water
systems, including the making of necessary replacements and/or repairs even though the making
of such repairs and improvements shall extend the life of such facility or facilities beyond the
expressed date of this lease. The Club agrees to solely use the City's strategic business partnel
for the distribution and resale of all beverages as outlined in the City's current Agreement wit~
said partner.
NO PERMANENT COURSE LAYOUT CHANGES
WITHOUT WRITTEN CONSENT OF CITY
9. The Club covenants and agrees, no permanent change in the layout of the courSE
shall be made except with the express written consent of the City. All the aforementioned dutie~
of construction, repair, alteration or maintenance imposed by the within lease are and shall bE
separate expenses of the Club and shall never directly or indirectly be chargeable to the City no
in any way be a mechanic's or material-men's lien or charge upon any lands.
LEASE TO BE RECORDED TO PROTECT
CITY AGAINST MECHANICS LIENS
10. This instrument may be recorded in the public records of Pinellas County, Florida b~
City and all persons, firms or corporations whomsoever are called upon to take due notice 0
these limitations and the superior rights of the City herein.
NO PERMANENT STRUCTURES TO BE REMOVED
11. No permanent structure, once constructed, shall be removed from the premises 0
materially altered except with written consent of the City and all persons, firms or corporation:
are expressly called upon to take due notice of the requirements of this lease.
CITY RESERVED RIGHT
TO UTILITY LINES, ROADS, ETC.
12. The City reserves at all times during the term of this Lease or any extension c
renewal thereof the continuing right to utilize any portion of the leased premises for laying an,
maintaining utility lines or facilities, including roads, or other necessary rights of way, providec
nevertheless, the City shall use its best efforts to adopt such route or routes as will b
reasonable and economically feasible to minimize interference with the purposes of this Lease.
I
I PINELLAS COUNTY FLA,
OFF, REC ,8K 11793 PG 78;
BANKRUPTCY OR DEFAUL T,-----------------..m
CITY HAS OPTION TO TERMINATE
13. Should the Club hereinafter be adjudged bankrupt or become insolvent or in any othel
way be financially unable to keep the covenants of this Lease, the City may at its option
terminate the lease, as though for breach of any other covenant.
CLUB WILL PERFORM ITS OBLIGATIONS
14. The Club, in the performance of the covenants contained. in this lease, shall at al
times do or perform such acts or actions as shall be reasonably required by the context of thi~
lease to fully perform its obligations hereunder, and shall, conversely, refrain from doing 0
permitting to be done any acts or actions which would jeopardize either its performance or abilit:
to perform the covenants contained herein or the payment of rentals contemplated by the parties
INSURANCE, INDEMNIFICATION AND HOLD HARMLESS
15. The Club agrees to indemnify and hold the City and its employees harmless from ani
against any and all claims, demands, and causes of action or lawsuits of whatever kind c
character arising directly or indirectly from this agreement or the performance hereof. Thi
indemnity clause includes, but is not limited to, claims, demands, causes of action or lawsuits fc
damages or injuries to goods, wares, merchandise and property and for any bodily or personc
injury or loss of life in, upon or about the property.
The Club shall obtain at its own expense, and maintain during the term of this agreemen
the insurance coverages set forth below:
(a) Property Insurance - Real property including improvements or additions shall b
insured.
(1) .E2I:m - AU Risk Coverage - Coverage shall be no more restrictive than the
afforded by the latest edition of Insurance Services Office forms CF0011, CF0013, CF0420, ar
CF1210. If available, at a reasonable cost, sinkhole insurance is to be included. If the provisior
of the Club's AU Risk Coverage do not include sinkholes and the unavailability of such covera~
is verified by the City's insurance consultants, the Club shall be deemed to be in compliance wi'
this paragraph.
(2) Amount of Insurance - The amount of coverage shall be the full insurab
value on a replacement cost basis.
(3) Flood Insurance - When building or structures are located within an identifh
special flood hazard area, flood insurance shaU be provided for the total insurable value of sUi
buildings or structures or the maximum of flood insurance coverage available under the Natior
Flood Insurance Program, whichever is less.
r
I I
. (b) Boiler and Machinery Insurance - If the buildings or structures include boiler(s),
pressure vessel(s), or' air conditioning/heating equipment, the Club shall maintain comprehensivE
insurance covering loss on the property including liability for damage to property of others.
(1) Repair and Replacement.
PINELLAS COUNTY FLA.
OFF.REC.8K 11793 PG 783
--~---
-----------------
(2) Amount of Insurance - $1,000,000.00 per accident.
(c) Comprehensive General Liability - Coverage shall be afforded on a form no mOrE
restrictive than the latest edition of the Comprehensive General Liability policy filed by thE
Insurance Services Office and shall include:
(1) Minimum limits of $1,000,000.00 per occurrence combined single limits fo
bodily injury liability, personal injury, and property damage liability.
(2) Premise and Operation.
(3) Independent Contractors.
(4) Products or Completed Operations.
(5) Personal Injury Coverage with employees and contractual exclusion
removed.
(6) Liquor Law Liability, if applicable.
(7) Golf carts or other golfing appurtenances, not owned by the Club but brougl
onto the property by others.
(d) Business Auto PoliC<}' - Coverage shall be afforded on a form no more restricti\l
than the latest edition of the Business Auto Policy filed by the Insurance Services Office ar
shall include:
(1) Minimum limits of $1,000,000.00 per occurrence, combined single limits fl
bodily injury liability and property damage liability.
(2) Coverage on all vehicles (owned, hired, and non-owned).
(e) Workers Compensation - Coverage shall apply for all employees for statuto
limits in compliance with the applicable State and Federal laws. In addition, the policy sh;
include employer's liability with a limit of $500,000.00 for each accident. If the State of Floric
approves the self-insured status of the Club, the City agrees to recognize and accept such statl
upon proof of such approval.
(f) Other Requirements:
I P INELLAS COUNTY F"LR.
OFF.REC,8K 11783 PG 784
----------_.._.-"-_.---_._-~----
(1) TJ:le City shall be named as an additional insured on all insurance policies
required under this agreement.
I
(2) Copies of insurance certificates for all insurance required by the agreement
and copies of all insurance policies covering insurance required by this agreement, shall be
furn'ished to the City Clerk of the City prior to the use of the property.
(3) Not less than sixty (60) days notice of cancellation or restricted modification!
of any insurance policy providing the coverage required by this agreement shall be required or
all insurance policies.
COMPLIANCE WITH EXISTING LAWS AND REGULATIONS
16. The Club agrees that in its use and occupancy of the leased property it will compl'
with all applicable laws, rules, regulations and ordinances of every governmental body or agenc'
whose authority extends. to the leased property or to any operations conducted upon the leasel
property, whether or not such laws, rules, regulations or ordinances are mentioned herein.
CLUB TO SUPPLY AUDIT BY C.P.A.
17. The Club agrees for determination of the cash rental to be paid hereunder that it sha
at least annually, in each year of the term of this lease, at its own cost, furnish to the City
complete audit of its operations, prepared by a Certified Public Accountant, together with sue
interim accounts as may from time to time be requested. Such annual statement shall b
furnished within thirty (30) days of the anniversary date of this lease. The Club shall furthE
submit an annual report of course operation, including, but not limited to, rounds played, rounc
played by ClealWater residents, status of co-sponsored programs, budget including expense:
revenue and capital expenditures.
RIGHT OF ENTRY BY CITY
18. Employees of the City shall be afforded the right at all reasonable times to enter upc
the leased property for the purpose of inspecting the leased property and the Club's oth
facilities.
OBLIGATION TO PAY TAXES
19. The Club agrees to pay, any federal, state or local taxes which may be levied on tl
property or any improvements or uses placed thereon, but it is agreed that the uses herein ser
a public and municipal purpose, and the partners do not waive any exemptions permitted by lav
WRITTEN CONSENT OF CITY NECESSARY FOR ANY CHANGES
20. The Club must obtain City approval to remove, demolish, remodel, or replace a
building or buildings on the leased land, or erect new structures thereon.
lpINELLAS COUNTY fLA.
TERMINATION __~~_' R~~ . 8K __~_~~:=-_~~-----~-~-----
21. City may terminate this lease with thirty (30) days written notice to the Club if Clut
violates any provision of this lease or fails to cure any alleged default. City may also terminate
this lease for any municipal purpose (other than a golf course) consistent with City Charter b)
giving 6 months written notice to Club. In the event the City terminates this lease for a municipa
purpose then:
I
a) City will reimburse the Club on a pro-rata basis for such authorized improvements
The percentage of reimbursement begins with one hundred percent (100%) on the date 0
commencement and declines on a pro-rata basis during each agreement year. The percentagE
listed below is the amount due to the Club for structural improvements authorized and approve<
by the City and is limited to the amounts stated in this Lease Agreement unless otherwisl
modified with the consent of both parties.
b) The Club must submit paid written reports of all improvements within thirty (30) days c
completion of said improvements. City shall have the right to inspect all improvements.
Years
0-4
4-5
5-6
6-7
7-8
Reimbursement of Club Improvements
100% of Club Improvements
80% of Club Improvements
60% of Club Improvements
40% of Club Improvements
20% of Club Improvements
c) Any claim for reimbursement must be approved by the City Commission. Upo
reimbursement, Lessee shall release all claims against lessor arising out of this Agreement, an
Lessee shall have no further claim on said Premises.
HOLDOVER AFTER TERMINATION
ON MONTH TO MONTH BASIS
22. If the Club, with the consent of the City, continues in possession of the leased proper
after expiration of the term of this lease, then the Club will be deemed to be holding the lease
property on a month to month tenancy subject to all of the other provisions of this lease, but sue
tenancy by sufferance of the Club shall not be construed as a waiver of any right hereundl
conferred upon the City.
FAILURE TO ACT BY CITY NOT A WAIVER
23. Failure of the City to insist upon performance of any covenant hereunder shall not t
deemed to be a waiver of the right to insist upon full performance at any subsequent time.
I - PINELLAS COUNTY FLR.
. _.1 OFF. REC . BK 1 17:_:~_7~~_
. AMENDMENTS MUST BE IN WRITING
24. Any additions or modifications to this lease shall be in writing and shall be executed b~
both parties, and no oral agreement shall be effective to change or modify the terms of this
lease.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement the
day and year first above written.
By:
By:
Signed:
CITY OF CLEARWATER, FLORIDA
coung'9d:
~y~
Brian J. Aung" - .,
Mayor-Commissioner
Joh arassas
. Assistant City Attorney
8
t ..
;:J _
I
I '
PINEllAS COUNTY FlA.
OFF.REC.8K 11783 PG 767
;-.' . \.
-----------
Exhibit "A"
Commence at the center of Section 12, Township 29 South, Range 15 East: thence
N89019'10"W, 50.00 feet to a point on the West right of way line of Hercules Avenue;
thence SOooI6'59"W, along said West right of way line 1,489.39 feet to the North right
of way of Gilbert Street, thence N89020'18"W along said North right of way line 375
feet; thence NOooI6'59"E, 160.46 feet; thence N89020'18"W, 200.84 feet to the Point of
Beginning; thence N250 13' 17"W, along a line 13 5 feet West of and parallel to the
centerline of the Clearwater Airpark 3,425.58 feet; thence N89021 '07"W, 602.36 feet;
thence SOooI3'07"W, 2,159.40 feet; thence East, 547.38 feet; thence SOoo23'02"E,
928.95 feet; thence S89020'18", 1,527.86 feet to the point of beginning.
Less all existing right of way for Keene Road, less property described in O.R. 11494,
page 830-845, and less 60 feet for Airport Drive along the South boundary of this
described tract.
. OCT-17-2003 08:29
FISHER & SAULS P.A.
727 822 1633
P.14/20
c:emwater ExecutiV8 GC
Invent=ry July 1,2003 .,
Dsecriptian
a9 1Z1l%U pup
91 Chevy 1/2 Ton PicIeUp
85 F35Q Dump Truck
Tom 5S00D FaifWaY Mawer
Ransomes 250 Ruff Mallerl FMw8y Mower
.zac=bSOn F10
Foni .wIOO Tractor
Kl.Ibuta 4030 SU Tractor
Kubuta 87100 Tractor
Floyd Mckay Aerifier
Tew 3ClO Greens Mower
3 Jacobson Greens t<In9 }.
2 Ja=bson Walk Behind Mawers
Cant Master Aerlfler
Ryan Sod CUtter
Toro ~ Behind AtMt/Jr
BiIIt Goat Vaccum
Cushman Trap Machine
TCfO 3100 ~mawer
Turf CO Top Dresser
Hahn Multi Pro 418 Spray.RIg
CUShman Spray Rig
Tom 3250 Gtaunds M8steI'
'JIcon 500lb Spreder
3 Leac:o SOlb Spreders
Tota 51000 Falr-.y Mower
Tow Bemrid ~
3 CUb Car Cany All 2 Wcric CartS
1C1ub Car CarTy All 2 BeY. Catfa
2 Elgo Work Workhorse Carts
2 TOIO 1000 Walk GIeenS Mower
1 TOtO P\lsh Mower
1 Sc:ctts Push MaMI'
3 Echo Weedeetlln
1 SIhiI Shock Edger
1 SIbil 0'17 14' ChaimIM
1 Slhil 029 20' Chain",.,.r
1 ex--ceM Pressure Washer
, Bed knife Grinder
1 Red Grinder
1 Ajf Comprasor
1 LialIn Wetder
2 Nearly Back lap Machines
~ lIted Max Weed EatlI!lI'
'" Teal Wa~r Pump
250 Hp Turbitle Putnt:\S
1 Ayan Mafawa WIlking VerdieUt!er
1 Tria Edger
Page 1 of 2
..... .."" ','
~ EXHIBIT
tD
"
iii
DCT-17-2003 08:29
Description
True Beer Cooler
irue Keg Cooler
Tabte-chairs (Bar)
Table-chairs (Rest.)
Dell Computer
Compaq Computer
Toro Vacuum
~ansom Rough Mower
6A300 Aelfler
5300A Toro Fairway Mower
5300A T oro Fairway Mower
True Freezer
True Freezer-Stand up
Grill Fist Top
208672
FISHER & SAULS P.A.
727 822 1533
Clearwater Executive GC
Inventory 9/15/03
Paqe 2 of 2
P .15/20