THREE YEAR LEASE AGREEMENT AND INSURANCE CERTIFICATE
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LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this 1st of April
1996, by and between the CITY OF CLEARWATER, FLORIDA, a municipal
corporation, hereinafter referred to as "Lessor", and BRUCE LITTLER,
INC., a Florida corporation, Room 4, 25 Causeway Boulevard,
Clearwater, Florida 34630, hereinafter referred to as "Lessee."
WIT N B S S B T B :
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 three (3) years beginning
April 1, 1996, and ending March 31, 1999. 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. site improvements are permanent and cannot be moved
economically to another site;
b. 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, as
depreciated, shall be reimbursable. The unamortized cost of any such
improvements shall be certified by an independent certified Public
Accountant; and
c. the claim for reimbursement shall be supported by
independent audited financial statements prepared by a Certified
Public Accountant, which shall attest to the 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 $7,920.00 for the 36 month term
of this lease, which shall be paid in equal monthly payments of
$220.00. 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 Leooee
ohall, at the end of eaoh leaae year, pay an additional amount equal
to ten (10) perocnt of ycarly ~rooa oalea exoeeding $
throughout tae term of thia leaoe. Thia payment \lill Bcmade along
with the Leoaee.o payment of the monthly rental for the first month of
eaoh leaoe year BeginRin~ with the acooRd leaae ycar. The Leaaee liill
pre~ide the LoaGor within 1S days after the eRa of caoh month during
te;~er. af this lease a stateaeRt :haWiR9 the a.aaRt af 9rass salcs
fift /f(-cfClotJ (7)
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duriR~ that mORth. Thc statement uoed BY tac Lcssee to report ouoh
salcs will BC iR a form satisfactory ta the City }laRa~er or aio
8esi~Rcc, saawiR~ tae amouRt of ~rooo oaleo for the month beiRg
repartee aRe the amount of year to datc ~roso oalcs for the leaoe
year. Thc tcrm "~rass salcs" as \:lsed iR tais para~raph mcaRS the
cRtirc amauR~ af actual oalea reoeipto, whether for oaoh ar otherwise,
far all sales OOR8uoted in, on or from the premioeo. No deduotioR
saall Be alle~ed for unoollectcd ar \:lncolleotiBle orcdit aooounto.
S\:lch tcrm saall Rot iRolude, however, any oumo oolleoted and paid aut
far aRY sales or cxcise tax impooed by an go~erRmeRtal authority
whcrciR Lcssee isrcgardea ao the oolleotiR~ 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 anum from date
due until paid, plus a late charge of Ten Dollars ($10.00) to cover
Lessor's expenses in collecting such delinquency.
c. In addition to the first month's rent of $220.00, which
is due and payable on the first day of the lease, the Lessee shall pay
$20.00 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 sellinq antiques. marine supplies.
collectible furniture. decor. new and used boat sales. nautical
clothinq. accessories. shoes. qifts. iewelrv. vintaqe fishinq tackle
and accessories. marine related products and real estate. Lessee is
allowed to sub-lease approximate Iv 200 sauare feet of space to Harbor
Yacht Sales. Inc.
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 right 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 of 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
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corporate shares on the date of this leases, 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 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 or the leasehold created by this
agreement, or both, 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 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, whioh oervioc ohall bc
pre7idea eitaer at aotaal City ooat of $ per month plua tax
taroa~aout tac term of the leaae er, if the premioeo arc oeparately
metered by to 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 evacuation for hurricane preparations, and any
time necessary to repair or replace any damage caused to the demised
premises by as natural disaster. Leoaee ia requircd to have the
BuaineaB open ana in operation within dayo from the date of
execution of taia agrecment.
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.
9. If at any time during the term of this lease, the building or
premises or any part, system or component hereof (hereinafter, the
"demised premises") shall be damaged or destroyed to the extent that
the Lessee cannot operate the business authorized to be conducted
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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 or Default if Lessee has commenced
curative action with 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 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 or 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 service, at such rent
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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 property, 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 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 premise
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. Tae Lcssee acrcey a~rccs to pcrform oertain improvcmenta
to thc cxterior of the demised premiseo. Theoe impro?emento ohall
inoludc
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 herein 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.
12. The Lessee, at its own cost, may place only window, wall or
canopy signs on the demised premises, provided said signs are approved
as to color, style and letter size by the Harbormaster of the Lessor,
and additionally conform to the sign ordinance of Lessor presently in
force or as may be amended from time to time during the term of the
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lease. No other signs shall be placed or maintained by the Lessee on
the premises. Any nonconforming sign now on the premises shall be
removed by the Lessee within 30 days of approval of the lease. The
Lessee shall, upon expiration or termination of the lease, completely
remove any and all signs that have been placed on the leased premises
by the Lessee.
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 the 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.
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 hinderance 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. As required by section 404.056(8), Florida Statutes, the
Lessee shall take notice of the following:
RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed
federal and state guidelines have been found in buildings in
Florida. Additional information regarding radon and radon
testing may be obtained from your county public health unit.
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18. This paragraph will apply to all profit making organizations
leasing property from the lessor. The lessee will provide either
Guaranty of Payment of Rent under the Lease Agreement OR at least
three years audited statements:
CUAa\NTY OF rAYMENT OF RENT
liTRe \::lRdersi~fted officers of Laesee corporat.ion Bhall peroonally
~araRt.ee t.o Lessor t.he t.imely performaRce ey said oorporation of all
eO~eftaR~e aRd pro~ieieRo of thie LeaBe A~reemeRt., inoludin~, but. not
limit.ed t.o t.he t.imely payment. of all reRt. due horeURder. This
~\::larant.y shall ee ey eit.her (a), exec\::ltioR of a Cuaranty of rayment. of
ReRt. 'ORder the Leaee A~reemeftt. at.t.aBhed as Exhiei t. II ell heret.e 1 er,
(e), ey pro?idiR~ Lessor wit.h aR IRdcmnit.y Bond iR aR amOURt. equal t.o
t.he full reRt.al paymeRt. eeligat.ioRB due hereunder. II
AUDITED STATEKENT& FOR THREE YEARS
The leoaee yill provide at leaot. t.hroe yearB audited st.atemont.e t.o t.he
Leeeer, prior t.o approval of t.he Leaoe A~reement..
19. This lease agreement constitutes the entire contract between
Lessor and Lessee concerning the leasing of the premises and
consideration thereof.
IN WITNESS WHEREOP, the parties hereto have set their hands and
seals this J;J,~ day of --:t~ ' 199..k..
City of Clearwater, Florida
By: ~A-~
Elizabe M. eptula
City Ma ager
Approved as to form and
legal sufficiency:
~~::
Assistant City Attorney
Attest:
~ 2. JL Jj.,
Cynt a E. Goudeau
ci ty lerk.:
---
WI7;:d~
Bruce Littler, Inc.
B.~.C~~
t pres1de~>
fJ;l~ ~
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Exhibit "A"
LEGAL DESCRIPTION
Room/s 4, 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 records of Pinellas
County, Florida.
Exhibit "B"
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 thirty
(30) days notice of cancellation or restriction.
4. certified CODies of Policies. The Lessee shall provide the
Lessor (City's Risk Management Office) 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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ACORD
"::":-'-'"<:";:::::::;::::::::::::-:-:-"', ::::::::::-::::::::::.::'::-:::. :-:::::::::::::::::;:::::::::::::::;:;:;::::.::::::::;:::<:::::::::::::::::::::::::::::::::::::::::::::::::::::::_::::::>;<::.::,::::::::,:::.-:::-- ,', :':;:'<:;::':"'-""--.- ',',',",'-',::':-:::':':':':';':-:-:-:::::-:<<<':':::::'.". .-::<::::::::::::.::'::::::::;':::>.".<<>::::::::-::::,::::::-::::::::.:::::-,::-:."
..........~~J:{!~~I~1tI~......~I.....I~~.~~N.~~............ ..............1......,,:......................... (;.SR.....~ ..........ISSUE.DA~~%~1;~...
THIS CERTlFICA TE IS ISSUED AS A MATTER OF INFORMA TlON ONLY AND
CONFERS NO RIGHTS UPON TIlE CERTIFICATE HOLDER. TIllS CERTIFICATE
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW.
PRODUCER
Mutual Insurance Agency
of Clearwater
P.o. Box 1n9
Clearwater, Fl
34617
John Gay
813-446-6064
COMPANIES AFFORDING COVERAGE
COMPANY A
LEITER
Auto Owners
Bruce littler, Inc.
25 Causeway Blvd.
Clearwater, Fl
34630
C
RECEIVED
FEB 0 9 b;"'J
COMPANY B
LETTER
INSURED
D
alY Will Utt'r.
TIllS IS TO CERTIFY llIAT TIlE POliCIES OF INSURANCE liSTED BELOW HAVE BEEN ISSUED TO TIlE INSURED NAMED ABOVE FOR TIlE POliCY PERIOD
INDICATED, NOTWITIlSTANDlNG ANY REQmREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTIlER DOCUMENT WITII RESPECT TO WHICH THIS
CERTIFlCATE MAY BE ISSUED OR MAY PERTAIN, TIlE INSURANCE AFFORDED BY TIlE POliCIES DESCRIBED HEREIN IS SUBJECT TO ALL TIlE TERMS,
EXCWSIONS AND CONDITIONS OF SUCH POliCIES. liMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS.
co :
LTR:
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECflVE POLICY EXPIRATION
DATE(MMIDD/YY) DATE (MMIDD/YY) .
LIMITS
A
91-130168-00
04/01/96
04/01/97
: GENERAL AGGREGATE
: PRODUCfS-COMP/OP AGG.
PERSONAL" AnV. INJURY
. EACH OCCURRENCE
. FIRE DAMAGE (Any _lire)
300000
AurOMOBILE LIABILITY
ANY AurO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AurOS
NON-OWNED AurOS
GARAGE UABIUTY
..............................................
: MED. EXPENSE (Any _ pcnlOD)
COMBINED SINGLE
LIMIT
$ 300000
$ 300000
s 50000
s 5000
BODILY INJURY
(Per pcnlOD)
BODILY INJURY
(Per accidcnI)
PROPERTY DAMAGE
EXCESS LIABILITY
UMBREllA FORM
OTHER THAN UMBRELLA FORM
EACH OCCURRENCE
AGGREGATE
WORKER'S COMPENSATION
AND
EMPLOYERS' LIABILITY
$
$
EACH ACCIDENT
DlSEASE-l'OUCY LIMIT
DISEASE-EACH EMPLOYEE $
OTHER
DESCRIPTION OF OPERATlONSILOCATlONSNEIIICLESISPECIAL ITEMS
Gift shop
City of Clearwater is named as an Additional Insured.
City of Clearwater
Bill Held - Harbormaster
25 Causeway Blvd.
Clearwater Fl 34630