62 MONTHS LEASE
1.
CIT~Y OF CLEARWATER
Interdepartment Correspondence Sheet
TO: Elizabeth S. Haeseker, Assistant City
FROM: William C. Held Jr., Assistant Harbormaster
COPIES: Cyndie Goudeau, Ci ty Clerk
SUBJECT: Marina Gif t Shop - Insurance
DATE: August 25, 1986
I have received and reviewed the insurance policy for the Marina Gift
Shop. This policy meets the terms of their lease agreement with the
city and expires on March 14, 1987.
WCH:mm
RECEIVED
AUG 26 198f
CITY CLERK
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LEASE AGREEMENT
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THIS LEASE AGREEMENT, made and entered into this 3Jj) day of
, 1986, by and between the CITY OF CLEARWATER, FLORIDA, a
corporation, hereinafter referred to as "Lessor," and M. ALFRED
m
GREGORY and KATHERINE GREGORY, his wife, d/b/a MARINA GIFT SHOP, Rooms
5 and 9, 25 Causeway Boulevard, Clearwater, Florida 33515, hereinafter referred to as
"Lessee. "
WITNESSETH:
That in consideration of the covenants herein contained of the granting of this
lease and the sums paid and to be paid hereunder, the Lessor hereby leases to the
Lessee and the Lessee hereby leases from the Lessor according to the terms,
conditions and covenants herein contained the following described premises in the City
of Clearwater, Pinellas County, Florida, to wit:
See attached Exhibit "A."
THE PARTIES HERETO HEREBY COVENANT AND AGREE AS FOLLOWS:
1. The term of this lease shall be for a period of sixty-two (62) months,
beginning on the 1st day of August, 1986, and ending on the 30th day of September,
1991. The Lessor retains the right to terminate this lease for any municipal need
consistent with the Lessor's charter; and, in addition, Lessor may terminate this lease
if the State of Florida or any of its agencies or political subdivisions thereof acquire
the demised property or any portion thereof for a public purpose. This right of
termination is in addition to the right of termination set out in paragraph 14 of this
Agreement. However, should the Lessor terminate this agreement for any reason, the
Lessor will reimburse the Lessee for its unamortized real property improvements to
the site, provided that:
a. said improvements are permanent and cannot be moved economically
to another site;
b.
the maximum reimbursement shall not exceed
(none)
c. in the event that additional improvements are made to the demised
premises with the written consent of the Lessor during the term of
this lease, the unamortized cost of such improvements may be added
to the maximum reimbursement amount set forth in subparagraph b
above, as depreciated. The unamortized cost of any such
improvements shall be certified by an independent Certified Public
Accountant; and
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d. the claim for reimbursement shall be supported by independent
audited financial statements prepared by a Certified Public
Accountant, which shall attest to fairness of the original investment
values and subsequent amortization expenses.
2. The Lessee hereby covenants and agrees to pay rental thereof as follows:
a. To pay the total sum of $124,000.00 for the sixty-two (62) month
term of this lease, which shall be paid in equal monthly payments of
$2,000.00. Each monthly payment shall be due and payable on the
first day of the month, and shall be delinquent if not paid on or
before the fifth day of the month. In addition to the monthly rental,
the Lessee shall, at the end of each lease year, pay an additional
amount equal to ten (10) percent of yearly gross sales exceeding
$240,000.00 throughout the term of this lease. This payment will be
made along with the Lessee's payment of the monthly rental for the
first month of each lease year beginning with the second lease year.
The Lessee will provide the Lessor within 15 days after the end of
each month during the term of this lease a statement showing the
amount of gross sales during that month. The statement used by the
Lessee to report such sales will be in a form satisfactory to the City
Manager or his designee, showing the amount of gross sales for the
month being reported and the amount of year-to-date gross sales for
the lease year. The term "gross sales" as used in this paragraph
means the entire amount of actual sales receipts, whether for cash or
otherwise, for all sales conducted in, on or from the premises. No
deduction shall be allowed for uncollected or uncollectible credit
accounts. Such term shall not include, however, any sums collected
and paid out for any sales or excise tax imposed by any governmental
authority wherein Lessee is regarded as the collecting agent.
b. Any amount due from Lessee to Lessor under this lease which is not
paid before the day the payment becomes delinquent shall bear
interest at the rate of fourteen (14%) percent per annum from date
due until paid, plus a late charge of Ten Dollars ($10.00) to cover
Lessor's expenses in collecting such delinquency.
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c. In addition to the first month's rent of $2,000.00 which is due and
payable on the first day of the lease, the Lessee shall pay $2,000.00
in advance as a deposit to secure the faithful performance of the
Lessee's obligations hereunder. The Lessor may deduct from the
deposit any amount which might become due from the Lessee to the
Lessor for damage to the premises or for any reason or cause
whatsoever except rent. At the end of the term of this lease, the
deposit amount or the balance thereof, if any, shall be credited to
Lessee's last monthly rental payment.
3. The demised premises shall be used only for the purpose of conducting
therein the business of retail sales, limited to the sale of gift items, specialties, beach
clothing and toys.
4. The Lessee hereby covenants and agrees to make no unlawful, improper, or
offensive use of the leased premises. Lessee further covenants and agrees not to
assign, mortgage, pledge, hypothecate or sublet this lease or any of its rights herein in
whole or in part without the prior written consent of Lessor. The consent of Lessor to
any assignment, mortgaging, pledging, hypothecating or subletting shall not constitute
a waiver of the necessity for such consent to any subsequent assignment, mortgage,
pledging, hypothecating or subletting. This paragraph shall be construed to include a
prohibition against any assignment or subletting by operation of law. If this lease is
assigned, or if the premises or any part thereof are sublet or occupied by anybody
other than Lessee, Lessor may collect rent from the assignee, sub-tenant or occupant,
and apply the net amount collected to the rent herein required, but no such occupancy
or collection shall be deemed a waiver of this covenant, or the acceptance of the
assignee, sub-tenant or occupant as tenant, or a release of Lessee from the further
performance by Lessee of covenants on the part of Lessee herein contained. If at any
time during the term of this lease, any part or all of the corporate shares of Lessee
shall be transferred by sale, assignment, bequest, inheritance, operation of law or
other disposition so as to result in a change in the present effective voting control of
Lessee by the person, persons or entity which presently is the ultimate owner of a
majority of such corporate shares on the date of this lease, Lessee shall promptly
notify Lessor in writing of such change. If the new owner is a private or public
corporation, Lessor shall promptly advise Lessee if it has any objections thereto and
the reasons therefor. Lessee shall have thirty (30) days from receipt of said objections
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within which to try to convince Lessor of the unreasonableness of its objections,
failing which Lessor may terminate this lease any time after such change in control by
giving Lessee ninety (90) days prior written notice of such termination, such notice to
be provided within thirty (30) days following the time period provided to Lessee.
Lessee shall not permit any business to be operated in or from the premises by any
concessionaire or licensee.
5. Lessee agrees that it will promptly pay all ad valorem real property taxes
and personal property taxes that may be assessed and filed against the demised
property during the term of this lease. Lessee further agrees that it will pay any state
sales tax due on the rental payment made by the Lessee to the Lessor and that it will
pay all other taxes and fees, including, but not limited to, occupational license,
beverage license, and permits relating to the operation of the business conducted on
the demised premises, which are required by law. Nothing herein shall obligate Lessee
to payor to reimburse Lessor for the payment of assessments for permanent
improvements, including but not limited to sidewalks, sewers, and streets, that would
benefit the demised premises.
6. The Lessee hereby covenants and agrees to pay all bills for electrical
service to the premises when due, which service shall be provided either at actual City
cost or, if the premises are separately metered by Florida Power Corporation, in
accordance with the company's rates and billing. At no expense to the Lessee, the
Lessor agrees to furnish a refuse disposal location and a refuse disposal container
located outside the demised premises for the use of the Lessee.
7. The Lessee further covenants and agrees to operate the business authorized
to be conducted on the premises during the entire year of each year during the term of
this lease, except for any period of time involved in natural disasters, including
governmental orders or requirements such as evacuations for hurricane preparation,
and any time necessary to repair or replace any damage caused to the demised
premises by a natural disaster.
8. The Lessee assumes full responsibility for and covenants and agrees to save
harmless and indemnify the Lessor from any and all liability for damage to property
and injury to persons resulting from or in connection with the Lessee's use and
occupancy of the demised premises under this lease. In addition, during the term of
the lease, Lessee shall at Lessee's expense obtain and maintain insurance coverage
conforming to the requirements in Exhibit "B" attached hereto.
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9. If at any time during the term of this lease, the building or premises or any
part, system or component thereof (hereinafter, the "demised premises") shall be
damaged or destroyed to the extent that the Lessee cannot operate the business
authorized to be conducted thereon, and the Lessor determines that said demised
premises can be restored by making appropriate repairs, the monthly rent as provided
for in paragraph 2a above shall abate until the demised premises have been restored or
until commencement of business by the Lessee, whichever is sooner.
If the demised premises shall be totally destroyed or so damaged as to
render it practically useless during the term of this lease, then and in that event, the
Lessee or Lessor may terminate this lease as of the date of such damage or upon thirty
(30) days written notice to the other party to this lease.
In the event of damage or destruction as enumerated above, and except as
otherwise specifically provided under this agreement, both parties waive any and all
rights of recovery against the other party for any direct or indirect loss occurring to
the demised premises or as a result of damage or destruction of the demised premises.
In the case of demolition and reconstruction of the Marina or major
renovation by construction, the Lessee shall be given the first opportunity to bid for
similar space, provided that space for Lessee's type of business is allocated therein.
10. Except as otherwise provided herein, upon the happening of anyone or
more of the following events ("Events of Default"):
a. Lessee's default in the payment of any rental or other sums due for a
period of five (5) days after the due date;
b. Lessee's continued default with respect to any other covenant of this
lease for a period of fifteen (15) days after receipt of written notice
of such default by Lessee from Lessor, provided that if such default
reasonably requires more than fifteen (15) days to cure, there shall be
no Event of Default if Lessee has commenced curative action within
the fifteen (15) day period and diligently prosecutes such action to
completion;
c. There shall be filed by or against Lessee in any court pursuant to any
statute either of the United states or of any state, a petition in
bankruptcy or insolvency or for reorganization or arrangement, or for
the appointment of a receiver or trustee of all or a portion of
Lessee's property, or if Lessee makes an assignment for the benefit
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of creditors or if there is an assignment by operation of law, or if
Lessee makes application to Lessee's creditors to settle or compound
or extend the time for payment of Lessee's obligations, or if
execution, seizure or attachment shall be levied upon any of Lessee's
property or the premises are taken or occupied or attempted to be
taken or occupied by someone other than Lessee; however, in the
event of execution, seizure or attachment, Lessee may post a bond
satisfactory to Lessor which bond shall stay the default resulting
from any execution, levy, seizure or attachment for a period of 120
days. Failure to remove the levy, seizure or attachment within the
120 day period shall constitute an Event of Default, and the bond
posted shall be forfeited; or
d. Lessee's vacating or abandoning the premises;
then Lessor, at its option, may exercise anyone or more of the following remedies
which shall be cumulative:
(1) Terminate Lessee's right to possession under this lease and re-enter
and take possession of the premises, and relet or attempt to relet the
premises on behalf of Lessee; however, such reletting or attempt to
relet shall only involve a prospective tenant capable of providing
comparable or better type services, at such rent and under such
terms and conditions as Lessor may deem best under the
circumstances for the purpose of reducing Lessee's liability, and
Lessor shall not be deemed to have thereby accepted a surrender of
the premises, and Lessee shall remain liable for all rents and
additional rents due under this lease and for all damages suffered by
Lessor because of Lessee's breach of any of the covenants of this
lease. Said damages shall include, but not be limited to, charges for
removal and storage of Lessee's proeprty, remodeling and repairs,
leasing, commissions and legal fees. In addition to its remedies
hereunder, Lessor may accelerate all fixed rentals due under this
lease, in which event the Lessee shall be liable for all past due rent,
accelerated rent and damages as described above; however, with
respect to the accelerated rent, Lessor shall receive only the present
value of such accelerated rent. At any time during repossession and
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reletting pursuant to this subsection, Lessor may by delivering
written notice to Lessee, elect to exercise its option under the
following subparagraph to accept a surrender of the premises,
terminate and cancel this lease, and retake possession and occupancy
of the premises on behalf of Lessor.
(2) Declare this lease to be terminated, whereupon the term hereby
granted and all rights, title and interest of Lessee in the premises
shall end and Lessor may re-enter upon and take possession of the
premises. Such termination shall be without prejudice to Lessor's
right to collect from Lessee any rental or additional rental which has
accrued prior to such termination together with all damages,
including, but not limited to, the damages specified in subparagraph
(1) of this paragraph which are suffered by Lessor because of Lessee's
breach of any covenant under this lease.
(3) Exercise any and all rights and privileges that Lessor may have under
the laws of the State of Florida and the United States of America.
11. a. The Lessee hereby agrees to perform, as a condition of this lease, certain
improvements to the interior of the demised premises. These improvements shall
include interior repainting in colors approved by the Harbormaster, replacement of the
tile floor cover thorughout the demised premises and replacement of exterior awnings
utilizing materials and colors approved by the Harbormaster. These improvements
shall be performed at the expense of the Lessee.
b. The Lessee hereby covenants and agrees to keep and maintain the premises
and fixtures located therein in good condition and repair during the term of this lease
and any extension hereof, and to return the premises to the Lessor upon the expiration
of the term hereof in as good condition as they now are, ordinary wear and tear and
damage by the elements only excepted. No alteration or improvements may be made
to the premises without the written consent of the Lessor. Any and all fixtures
attached to the premises shall revert absolutely and become the property of the Lessor
upon the expiration of the term hereof; provided, however, that the Lessor at its
option may require the Lessee to remove all fixtures, partitions, racks, shelves or
other improvements from the premises upon the expiration of the term of the lease at
the cost of the Lessee. Any damage to the premises occasioned by said removal shall
be repaired at the Lessee's expense.
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12. The Lessee may place appropriate signs on the plate glass windows of the
demised premises, provided said signs are approved by the Harbormaster of the Lessor,
and additionally conform to the ordinances of Lessor presently in force or as amended
from time to time during the term of the lease regarding signs. No sign other than the
sign aforesaid shall be painted, erected, constructed or maintained by the Lessee. The
Lessee shall, upon expiration of the lease, completely remove any and all signs on the
plate glass windows, and such other signs as might be permitted during the term of this
lease.
13. If at any time during the term of the lease the Lessee is authorized to
make improvements to the demised premises, Lessee agrees in such event to indemnify
and save harmless the Lessor as follows:
a. For any mechanic's lien which may be asserted as a claim against the
leased property; and
b. For the faithful performance of the covenants contained in paragraph
11 above; and
c. To obtain from the contractor a good and sufficient performance and
payment bond signed by a reputable insurance company doing business
in Florida, which bond shall be in an amount equal to one hundred
(100%) percent of the cost of construction of the contemplated
improvements to the demised premises, guaranteeing that the
improvements will be completed and that subcontractors, laborers
and materialmen will be paid in accordance with the contract for the
improvements.
14. In the event of the acquisition of this property or any portion thereof by
exercise of proper authority, by any governmental agency other than Lessor, whether
by eminent domain or otherwise, it is understood and agreed that notification of the
institution of such action shall be promptly given Lessee, so that Lessee may intervene
in such action as a party. The award of compensation shall be apportioned by the
parties in accordance with the Florida law of eminent domain. Rents shall abate in
proportion to the extent of interference with or discontinuance of Lessee's business;
provided, however, in such event the Lessor may, at its sole discretion, terminate this
lease under the provisions of paragraph 1 above by making the payment to the Lessee
as provided therein.
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15. Lessor covenants and agrees that upon payment by Lessee of the rents
herein provided, and upon observance and performance by Lessee of all the covenants,
terms and conditions required of the Lessee by the lease, Lessee shall peaceably and
quietly hold and enjoy the leased premises for the term of the lease without hindrance
or interruption by Lessor.
16. Notices hereunder shall be given only by registered or certified mail, and
shall be deemed given when the letter is deposited in the mail, postage and other
charges prepaid, addressed to the party for whom intended at such party's address first
herein specified or to such other address as may be substituted therefor by proper
notice hereunder. Lessor's notices shall be directed in care of its Law Department at
the above-cited address.
17. This lease agreement constitutes the entire contract between Lessor and
Lessee concerning the leasing of the premises and consideration thereof.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this
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day of
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, 1986.
By
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Attest:
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Approved as to form
and correctness:
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M. ALFRED GREGORY and KATHERINE
GREGORY, his wife, d/b/a
MARINA GIFT SHOP (Lessee)
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By
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Katherine Gregory
Witnesses as to Lessee:
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Exhibit "A"
LEGAL DESCRIPTION
Rooms 5 and 9, and space between said rooms, the Clearwater Marina
Building, located on Lots 11 and 12 of City Park Subdivision, according to
the map or plat thereof as recorded in Plat Book 23, page 37 of the Public
Record of Pinellas County, Florida.
Exhibit "D"
INSURANCE REQUIREMENTS
1. Liability Insurance. Lessee shall maintain:
a. Comprehensive General Liability insurance to include
premises/operator liability and electrical liability in an amount
not less than $300,000 combined single limit Bodily Injury
Liability and Property Damage Liability.
b. Comprehensive Plate Glass Insurance on a replacement cost
basis covering loss or damage by any means, except by fire, or
war, whether declared or not, to the plate glass windows in the
demised premises.
c. Worker's Compensation Insurance applicable to its employees
for statutory coverage limits in compliance with Florida laws.
2. Additional Insurance. The City is to be specifically included as an
additional insured on all liability coverage described above.
3. Notice of Cancellation or Restriction - All policies of insurance must
be endorsed to provide the City with sixty (60) days notice of
cancellation or restriction.
4. Certified Copies of Policies. The Lessee shall provide the Lessor
with certified copies of all policies as required above before
occupancy of the demised premises, and from time to time as the
policies may be renewed, revised or obtained from other insurers.
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