THREE YEAR LEASE AGREEMENT (4)
1. CllY MANAGER
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3. CITY CLERK
FOR SIGNATURE
BRYAN D. RUFF
ASST. CllY ATTORNEY
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Interoffice Correspo~d~nce~ Sheet":,,,;
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To:
Bryan D. Ruff, Assistant City Attorney
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\. APR - b 2003
CITY ATTORNEY
From:
William D. Morris, Marine & Aviation Director
Date: April 7, 2003
RE: Lease Renewal
Attached are two original signed copies of the lease renewal for Bruce Littler renting rooms 2, 2a
and 3 from the City. This is a three year lease that does not need to go to the Commission.
Please forward it to the City Manager after you have signed. Thank you
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this ~ of ~r'L., 2003,
by and between the CITY OF CLEAR WATER, FLORIDA, a municipal corporation,
hereinafter referred to as "Lessor", and, Bruce Littler, Inc., a Florida corporation, Room 2, 2A
and 3, 25 Causeway Boulevard, Clearwater, Florida 33767, hereinafter referred to as "Lessee."
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 three.year period beginning, May 1, 2003, and
ending, April 30, 2006. The Lessor retains the right to terminate this lease for any municipal
need consistent with the Lessor's charter, as well as failure to pay rent in a timely manner or
change in use of the property. 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.
2. The Lessee hereby covenants and agrees to pay rental thereof as follows:
a) To pay the total sum of $43,183.08 for the thirty-six month term of this lease,
which shall be paid in equal monthly payments of $1199.53. 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. Also, a consumer price index (CPI)
increase will be added to the rent payment on January 1st of each year of the lease. In
addition to the monthly rental, the Lessee shall, at the end of each calendar year of the
lease, pay an additional amount equal to 5% of yearly gross sales exceeding $500,000
throughout the term of this lease. The term "Gross Sales" means the entire amount of
actual sales, whether for cash or otherwise, of all sales of merchandise sold in, on or
from the premises. This payment will be made within 30 days of January 1st in each
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3) Page 1
year of the lease and will be submitted with certification of annual gross sales as
reported by State Sales Tax returns.
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 $1199.53, which is due and payable on
the first day of the lease, the Lessee shall pay $268.50 in advance as a deposit including
tax to secure the faithful performance of the Lessee's obligations hereunder. The
Lessor may deduct from the deposit any amount that 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 selling antiques, marine supplies, collectibles, furniture, decor, new and used boat
sales, nautical clothing, accessories, shoes, gifts, jewelry, vintage fishing tackle and accessories,
marine related products and real estate.
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. 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
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page 2
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
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. 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 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 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.
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
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3) Page 3
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
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;
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page 4
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 re-Iet or attempt to re-Iet the premises on behalf of
Lessee; however, such re-Ietting or attempt to re-Iet shall only involve a prospective tenant
capable of providing comparable or better type service, 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 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 re-Ietting 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.
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page 5
(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. 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 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:
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3) Page 6
a. For any mechanic's lien which may be asserted as a claim against the leased
property; and
b. For 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 material men 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.
Lessee agrees to comply with the results of any such actions, and agrees to release and hold the
lessor harmless from any damages resulting thereof.
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 req':l.ired of the Lessee by the lease, Lessee shall peaceably and quietly hold and
enjoy the lea~d p)r~~ises for the term of the lease without hindrance or interruption by
Lessor: :__ ~
16-. -N otic.eS he~eunder shall be given only by registered or certified mail, and shall be
de.emed'giYenV;~~~.riie 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
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page 7
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.
18. By acceptance and signature of "Exhibit C", the undersigned shall personally
guarantee to Lessor the timely performance of all covenants and provisions of this Lease
Agreement, including, but not limited to the timely payment of all rent due hereunder.
19. This lease agreement constitutes the entire contract between Lessor and Lessee
concerning the leasing of the premises and consideration thereof.
20. In the event either party seeks to enforce this agreement or interpret any provision
thereof by law, or through attorneys at law, each party agrees to pay for its own attorney's
fees and costs, and that jurisdiction shall be in a court of competent jurisdiction in Pinellas
County, Florida.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this / / rtt
day of ~ ,2003.
OF CLEAR WATER, FLORIDA
A.A "'L"'~ ~
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William B. Horne, II
City Manager
B.
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CynthIa E. GO!! - "'-- -, '
I City Clerk \ --'. -::-- ._- .., .,.
Bruce Littler, Inc:--'.
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page B
Exhibit" A"
LEGAL DESCRIPTION
Room/ s 2, 2A & 3 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 $500,000 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. 4
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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 Copies of Policies/Certificate of Insurance. Upon specific written request of the
City, the Lessee shall provide the Lessor with certified copies of all policies of insurance as
required above. In the absence of a specific written request, the Lessee shall provide the Lessor
with Certificates of Insurance showing the Lessee has, at all times, the insurance coverage
required by the Lease. Unless notice is given to Lessee otherwise, such Certificates of
Insurance shall be provided to the Harbormaster. The first Certificate of Insurance required
by the lease shall be provided to the Harbormaster before occupancy of the demised premises
by the Lessee.
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page 9
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Exhibit "C"
GUARANTY OF PAYMENT OF RENT UNDER LEASE AGREEMENT
Guaranty is made this ----2- day of ~, f ' 2003, by Bruce Littler, City of
Clearwater, County of Pinellas, State of Florid, herein referred to as "Personal Guarantors:,
being the owner respectively, of Bruce Littler, Inc., herein referred to as "Obligor:, to CITY
OF CLEARWATER, C/O City Attorney, P.O. Box 4748, Clearwater, Florida 33758, herein
referred to as "Obligee".
RECITALS
1. Obligee has leased premises at 25 Causeway Blvd. to Obligor, whose business address is 25
Causeway Blvd., City of Clearwater, County of Pinellas, State of Florida, for use by Obligor
in conducting its business of storage.
2. The lease is conditioned upon guarantors giving security for payment of rent thereunder in
the form of a personal guaranty.
SECTION ONE
STATEMENT OF GUARANTY
Guarantors guarantee payment of rent under the attached lease agreement pursuant to
the terms thereof. If obligor defaults in the payment of any installment of rent, guarantors
shall pay the amount of such installment within 30 days after receipt of notice of default and
demand for payment. Guarantor's liability hereunder shall not be affected by reason of any
extension of time for payment of any installment granted by obligee to obligor.
SECTION TWO
DURATION
This guaranty shall not be revoked during the three-year term of the lease. Thereafter,
if the lease is renewed on the same terms, this guaranty shall remain in force until receipt by
obligee of written notice of revocation from guarantors, or until terminated pursuant to
Section Three hereof. Renewal of the lease on different terms shall, at the option of the
guarantors, operate to terminate this guaranty as of the end of the three-year period.
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page 10
SECTION THREE
LIMITATION OF LIABILITY
The maximum amount recoverable by obligee from guarantors pursuant to this
guarantee is $43,183.08, which amount is equal to the total rent due during the initial three-
year term of the lease. If the aggregate of payments made by guarantors hereunder reaches the
above-mentioned amount, this guaranty shall terminate immediately.
SECTION FOUR
WAIVER OF NOTICE OF ACCEPTANCE
Notice of acceptance of this guaranty is expressly waived.
IN WITNESS WHEREOF, guarantors have executed this guaranty at
'/7 ~ 2the day and year first above written.
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Guarantor - Bru~tcler
Bruce Littler, Inc. Lease (Rooms 2, 2A & 3)
Page 11