TEN YEAR LEASE AGREEMENT
MRR-22-1994 1'7:45 FROM
(!(l: ~
fd:
TO
CUt CITY MRNRGER
LEASE'
between
Stein Mart, Inc.
(Lessee)
and
City of Clearwater, Florida
(Lessor)
for
Store No.
at
320 Cleveland Street
Clearwater, Florida
99043461531
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CLI. CITY MANRGER
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TO
99043461531
MRR-22-1994 17:45 FROM
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INDP;X
Components of Lease; Definitions .
Commencement of Term . . . . . . . . . . . ~
Length of Term; Early Termination . . . .
Option to Extend . . . . . .. . . . . . . . . . .. . .
Use of Premises . .. . . . . . . . . . . .
Minimum Rent . . . . . . . . . . .
Percentage Rent ... . . . . . . .
Common Area Maintenance Fees . . . .. ..... '. .
Taxes ..... .. . .. . .. .. .. .. .. . . . . ...
Utilities .. . . . . . . . ... . . .
Construction Obligations .. .. . . . . . .. . . .. . . . . .
Laws; Waste; Nuisance . . . . . . . . . . . . .
Assignment and Subletting . . . . . . . . .
Alterations; Signs; Liens . . . . . . . . . . . . .
Repairs .. . . . ,'. . . . . . . . . . . . . . . . . .
Use of Common Areas; Parking . . . . . . .
Insurance . . . . . . . . . . . .. . . . . . . .
Insured's Waiver ....... . ,. . . . .
Destruction . . . . . . . .. ... . . .
C()llci~ation . . . . . . . . ... ..... .
Defaul t . . . . . . . . . . . . . . . .
Access to Premises . . . .. ... . . .
Attornment; Subordination . . . . . . . . .. .. . .
Quiet Enjoyment . .. . . . .' . . . . . . . . . . . .
End of Term . . . . . . . .
Holding Over . . .. . . . . . . . . . . .
No Wai 1rer .... .. . .. . . .. .. . . .. . .. . .. .. ..
Notices . . . .. .. ...
Recorciing . . . . . . . . . . . .. . .. . . .. . .. . .. .. .
Partial Invalidity . . . . . . . . . . .
Provisions Binding, 'Etc. . . . . . .
Rules and Regulations .'... .. . .....
Estoppel Statement . . .. . .. .. . . . . . . .
Entire Agreement, Etc. . .. .......
Additional Occupants . . . . . . . . . .... .
Municipal Recapture .. . . .. . . . . . . . .
Radon Gas Notice . . .
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MAR-22-1994 17:46 FROM
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LEA S B,
~s AGREEMENT OF LEASE is made as
... . , 1994, between Stein
corpo ation ("Lessee") and the City
municipality ("Lessor").
IN CONSIDERATION of the rents, covenants and aqreements
hereinafter reserved and contained on the part of ~essee to be
observed and performed, Lessor demises and leases to Lessee, and
Lessee rents from Lessor, those certain Premises identified below.
of the :2 1~ day of
Mart, Inc. , a Florida
of Clearwater, a Florida
1. Components of Lease; Definitions. The Lease shall
consist of this instrument, ,and its attached Exhibits A, Band C,
innnediately following the signature paqe of this instrument, all of
which must be construed together. To the extent of any conflict
between the Rider and the text of this instrument, the terms of the
Rider shall control. As used in this Lease, the following terms
shall have the meanings indicated:
(a) "Lease" means this instrument, and its Exhibits as
hereafter amended from t~e to time.
(1:>) "Lessee" means Stein Mart, Inc., a Florida corPoration,
whose address is:
1200 Gulf Life Drive
Jacksonville, Florida 32207,
which term shall include its successors and permitted assigns.
(c) "Lessor" means the City' of Clearwater; a Florida
municipality, whose address is:
112 South Osceoia Avenue
Post Office Box 4748
Clearwater, Florida 34618
which term shall include its successors or assigns.
(d) "Premises" means that certain store space now existing or
hereafter to be erected as part of the Shopping Center, which
Premises (i) shall contain approximately- 54,000 square feet of
interior floor area, measured to the unfinished interior surfaces
of its perimeter walls, being the entire second or "middle" floor
of the former Haas Brothers department store building, and (ii)
shall be located as depicted on the site plan at Exhibit A.
(e) "Shoppinq Center" means the Premises and all of the
remaining land a~d buildings shown on the site plan at Exhibit A,
all of which is more particularly described in the attached Exhibit
B.
(f) "Oelivery Deadline" means May 15, 1994.
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(9) Term:
(1) "Primary Texm" means 10 years, as described in
Section 3 below.
(2) "Extension Period" ,means one option to extend the
term of this Lease for a period of 5 years, as
described' in Section ,4 below.
(h) "Minimum Rent It during the Primary Term or the Extension
Period means $150,000.00 per year, or $12,SOO.OQ'per month (subject
to the credit for the first 3 lease years as' described in Section
10") .
(i) "Kickout Threshold" means $4,800,000.00.
2 . Commencement of Tez:m. The teDn of this Lease shall
commence upon the earlier of the following dates:
(a) One hundred twenty (120) days after Lessor delivers the
Premises to Lessee ready for commencement of Les'see ~ s Work (as
defined in Section lO(h)), or
(b) The date on whi~h Lessee ,opens the Premises for business.
LeSSor shall use its best efforts to deliver the premises to Lessee
ready for commencement of Lessee's Work (as hereafter defined) not
later than the Deliyery Deadline. If Lessor does not deliver the
Pre~ses to Lessee ready for commencement of Lessee's Work on the
Delivery Deadline or within thirty, (30) days thereafter, Lessee
shall have the right to term1nate this Lease by written notice
given to Lessor at any time within thirty (30) d~Y6 thereafter,
whereupon the parties shall have no further rights or obligations
hereunder.
3. Length of Te:Dll; Early I!'ezmiDatiOD. The Primary Term o'f
this Lease shall begin on the. commencement date established in
Section 2, unless sooner terminated or extended as hereinafter
provided. Notwithstanding any contrary provision hereof ,this
Lease may be terminated by Lessee if its gross sales during the
third lease year are less than the Kickout Threshold for such lease
year. In such event, the notice of termination must be given not
later than the end of the thirty-ninth (39th) month of the term of
this Lease, in writing, and shall be effective three (3) months
thereafter at which time all rents, and other sums due under this
Lease shall be prorated as of the termination date, the Premises
shall be surrendered to Lessor in the manner described in Section
24 below, and the parties shall thereafter have no further rights,
duties or obligations hereunder.
4. Option to Extend. Lessee shall have and is hereby granted
the option to extend the term of this Lease for the Extension
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Period described in Section 1, upon the same covenants' and
conditions as herein provided. If Lessee shall elect to ,exercise
such option it shall do so by giving Lessor written notice at least
one hundred eighty (180) days prior to the' expiration 'of the
Primary Term.
5. Use of Prem1.ses. Lessee shall use the Premises only as a
department store sellinq men's and women's clothing and
accessories, shoes, qift items, home furnishings" bed, bath and
table linens, fabrics, and other miscellaneous items consistent
with merchandise sold in other Stein Hart stores. ~s of the date of
this Lease, a.nd for no other purpose without Lessor"s prior written
consent, which shall not be unreasonably withheld or delayed ~
Lessor represents and warrants that the Premises are properly zoned
for Lessee's intended use as described ,above, and further
rep~esents and warrants that no zoning variances shall be required
in order for Lessee to open for business in the Premises, except as
may be required for the sale of alcoholic beverages for consumption
on or off the premises.
6. Kinimum Rent. Lessee agrees to pay to Lessor at the
office of Lessor, or at such other place designated byLesso~,
without any prior demand, as fixed minimum reht, the sums specified
in Section 1 in advance ,upon the first day of each calendar month
(with a ratable payment on, the first day of any partial month)
during the term of this Lease and, subject to the conditions set
forth in Section 4, during any extension.
7. Percentage Rent. In the event that Lessee's annual qross
sales, as hereafter defined, shall exceed Four Million Five Hundred
Thousand Dollars ($4,500,000.00) per annum in any lease year, as
hereafter defined, then, in addition to the min~um ,rent payable
hereunder, Lessee shall pay to Lessor as percentage rent a sum
equal to two-and-one-half percent (2.5%) of the 'annual gross sales
in excess of Four ~llion Five Hundred Thousand Dollars
($4,500,000.00) per annum during such lease year. No percentage
rent shall be payable by Lessee on gross sales up to the sum of
Four Million Five Hundred Thousand Dollars ($4,500,000.00) per
lea.se year.
( a) Lease Year. The term "lease year'l for the purposes of
this Lease shall mean the twelve (12) calendar months commencing
wi th the commencement date 8stabl'ished in Section 2 and the
succeeding anniversaries thereof, or at Lessee's election, any
other twelve (12) month period selected by Lessee, ,provided that
(i) the changed lease year shall correspond wit!). Lessee's fiscal
year for tax or accounting purposes, (ii) a change in the lease
year shall not operate to shorten or lengthen the 3,6-month
"kickout" provision of Section 3, and (iii) a change in the lease
year shall not lengthen the combined Primary Tenn and the Extension
Period beyond the fifteenth anniversary of the commencement date of
the Primary Term unless, during the interim, the charter of Lessor
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may have been amended to allow a lease of Lessor's p~operty for a
term longer than fifteen years. Each lease year shall be
considered as an independent accounting period for the purpose of
computing the amount of percentage rent, if any. The amount of
gross sales of any lease year shall not be carried over into any
other lease year.
(b) Gross Sales. The texm "gross sales" for the purposes of
this Lease shall mean the sum of the sales price of all goods,
wares and merchandise sold and the charges for all services
performed by Lessee, its subtenants, assigns, concessionaires or
otherw~se, from all business conducted on, ,in, at, or from the
Premises, whether made for cash, by check, on credit or otherwise,'
provided, however, "gross sales" shall not include (i) the exchange
of merchandise between stores of Lessee where such exchanges are
made solely for the convenient operation of Lessee;s business, or
( ii ) returns to shippers or manufacturers, or ( 1.1.i ) sales of
fixtures after use thereof, or (iv) cash or credit refunds made
upon transactions included within qross sales not exceeding the
selling price of merchandise returned by the purchaser and accepted
by Lessee, or (V) sales of merchandise at a discount to employees
of Lessee, or (vi) sales o,f food and beveraqes to employees ,of
Lessee from vending machine on the Premises, or (vii) the amount of
any city, county, state or federal sales, luxury or excise tax on
such sales, which is either added to the selling price or absorbed
therein, and is paid to. the taxing authority by Lessee.
(c) Report; Payment. Lessee shall submit to Les~or on or
before sixty (60) days following the end of each lease year a
written statement, signed by Lessee and certified by its chief
financial officer to be correct, of the amount of gross sales
during the preceding lease year. The statements referred to herein
shall be in such form and contain such details as Lessor may
reasonably require, and shall be accompanied by Lessee's payment of
the amount of percentage rent, if any, indicated by that report.
'The acceptance by Lessor of payments of percentaqe rent or reports
thereon shall be without prejudice and shall in no case constitute
a waiver of Lessor;s right to the examination of Lessee's books as
described in (e) below.
(d) Records. Lessee shall retain, for a period of two (2)
years following the end of each lease year, such records as would
normally be examined by an independent accountant pursuant to
accepted auditing standards in perfondng an audit of Lessee's
gross sales reports.
(e) Audit. Lessor shall have, the right to cause, upon five
(5) days' notice to Lessee, a complete audit to be made of the
sales records of Lessee described in (d) above.. If the results of
such audit show that Lessee's statement of gross sales for any
period has been understated by three percent (3%) or more, then
Lessee shall pay Lessor the cost of such audit i~ addition to any
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deficiency payment of percentage rent requi.red. To the extent
per.mitted by the Public Records Law of the, State of Florida, any
infonnation obtained by Lessor as a result or pursuant to (C) above'
shall be held in strictest confidence by Lessor except to the
extent required (i) in any proceeding or action to collect the cost
.of such audit or deficiency, or (ii) ~ith respect to a prospective
sale Or refinancing of the Shopping Center, but in no event shall
any such info:cnation be disclosed to an' existing or potential
tenant of the Shopping Center. The Lessee acknowledges that Lessor
is a public agency subject to Chapter 119, Florida Statutes, the
Public Records Law of the State of Florida.
(f) Late paymentJ interest and penalties. Subject to notice
as provided herein, the Minimwn Rent, Percentage Rent, and any
other amount due from the Lessee ,to the Lessor under this lease
which is not paid within ten (10) calendar days after such payment
is due shall bear interest ,at the maximum allowable legal rate from
the date due until the date paid, together with a late charge of
$25.00 to cover the Lessor's extra expense involved in collecting
such delinquency~ provided that such interest ,and late charges
shall be automatically reduced by such amQunt as necessary to cause
such charges to be in compliance with usury laws. Les sor shall give
Lessee notice ot delinquent rent or other amo,unt due and, if Lessee
shall pay such rent or other amount due ,within three (3) business
days following such notice, interest shall not be 'charged upon such
rent or other amount paid to Lessor: provided, if such notice Shall
have been given to Lessee twice in the same calendar year, no such
notice shall be required in the event of delinquent rent or other
amount in any subsequent month during the remainder of the calendar
year.
7 A. Common Area Maintenance Fees.
(a) As its contribution to the maintenance of the Shopping
Center's parking and other common areas which are available for use
by Lessee, its employees and invitees on: a nonexclusive basis,
Lessee shall pay Lessor annually a, Common Area Maintenance ("eAM")
Fee in an amount equal to $20,000.00 or a pro-rata share of the
actual costs incurred by Lessor for the Maintenance Expenses
defined herein (said proration to be based upon the percentage of
interior floor area of the Premises, measured to the unfinished
interior surfaces of the perimeter walls, compared to the gross
leasable area of the entire Shopping Center), whichever is less.
For the purposes of this section, Maintenance Expenses means the
costs incurred by Lessor for landscaping andgroundskeepinq t
maintenance, repair, sweeping, and striping of the parking lo:ts ap.d
sidewalks; and common area lighting, including light fixtures,
incandescent and fluorescent lamps and neon light tubing, and
electrical ballasts; provided that such costs are customary and
reasonable in comparison to those which WOuld be incurred by
prudent owners of similar shopping centers in Pinellas and
Hillsborough Counties.
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(b) Wi thin 60 days after the end of each calendar year during
the term of this lease, Lessor shall furnish to Lessee a detailed
statement of the actual common area maintenance costs for the
preceding calendar year, and shall furnish such supporting
docmnentation as Lessee may reasonably request within 30 days
following such request if such request is made within 30 days
followinq receipt by Lessee of the statement fram Lessor. Within
30 days after Lessee's receipt of that material, Lessee shall pay
Lessor the lesser of Lessee's pro rata. share of such costs pursuant
to subsection (a) above or $20,000.00.
(c) Lessor shall retain, for a period of two years following
the end of each calendar year, such records as would normally be
examined by an independent accountant pursuant to accepted auditing
standards in performing an audit of Lessor's common area
maintenance costs. Lessee shall, have the right to cause, upon five
days' notice to Lessor, an audit to be made of the common area
maintenance records of Lessor. If the results of such audit show
that Lessor's statement of common area maintenance costs for any
period has been overst,ated by more than 3' percent, then Lessor
shall promptly pay Lessee the cost of s~ch audit together with a
refund of any exces s common area maintenance contribution
previously made by Lessee as a result of the' overstatement. If the
results of such audit show that Lessor's statement of common 'area
maintenance costs for any period has been und~rstated. by more than
3 percent, then Lessee shall promptly pay Lessor the difference by
which the common area maintenance contribution previously made by
Lessee was insufficient as a result of the understatement.
(d) If Lessee's pro rata share of the ad valorem real
property tax levied against the Premises, any portion of the
Shopping Center as described in Section 8 (c) below t. and/or upon the
leasehold interest created by this lease, exceeds $25,000.00 for
any calendar year, the excess shall be credited against the CAK Fee
to be paid by Lessee for such c~lendar year,- but no unused credit
shall be carried forward to any subsequent year.
8 . Taxes.
(a) Rental. Lessee Shall pay Lessor with each rental payment
all sales and use taxes imposed upon the rent or, at Lessee's
option and with the approval of the taxing authori ties ,may pay
such taxes directly and furnish, Lessor such proof of payment as may
be required by law. '
(b) Personal Property. Lessee shall pay all taxes levied .upon
its personal property, including trade fixtures kept ,on the
Premises.
(c) Real Estate. The Lessee will reimburse Lessor or, if
billed directly to the Lessee by 'the Tax, Collector, pay the
Lessee's pro rata share (calculated as described in Section 7 A
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above) of ad va10rem taxes upon the Shoppinq Center or upon the
leasehold interest created by this lease for each year or partial
year of the Primary Term of this Lease and any extension thereof.
Reimbursement by Lessee shall be due and payable on or before
thirty (30) days after receipt of notice of the amount from ):.essor,
which request shall be accompanied by a copy of the tax bill and an
explanati.on of the calculation of the LE!ssee's . pro rata share.
"Taxesd as used in this .subsection (C) shall mean all ad valorem
taxes (real and personal) and' general and special assessments
levied against the Shopping Center or any part thereof, or against
the leasehold created by this Lease. Provided, hoWever, that if a
special assessment is for capital improvements having is useful life
extending beyond the remaining teJ:1lls of this 'Lease, Lessee's
reimbursement of such an assessment shall be prorated on a
straight-line basis in relation to the estimated useful life of the
improvements and the length of the remaininq term of this Lease,
which for this purpose shall be calculated upon the asswnptio,n that
the Extension Period has been or will be ~ercised unless Les~ee
gives Lessor notice of intent not to exercise the option to extend
the ter.m of the lease, which notice if given shall be binding.
NotW'ithstandinq anything contained herein to ~he contrary; Lessee's
combined annual reimbursement for CAK fees and taxes shall not
exceed $45,000.00 in any single calendar year.
(d) Other Taxes and Fees. Lessee will pay all other' taxes
and fees, including but not limited to occupational t~es, license
fees, and fees for permits relating to the operation of the
business conducted on the Premises, which are required by' law or
ordinance.
9. Utilities. Lessor shall not be liable in the event of any
interruption in the supply of any utilities unless due to the
negligence or misconduct of Lessor, its agents or employees.
Lessee shall be solely responsible for and shall promptly pay all
charges for use or consumption of water, sewer, gas, electricity,
telephone and any other utility services at the Premises.
10 . ConstJ::ucti.oD Obligations.
(a) Lessor's Obligation. At its sole expense, Lessor shall
perform all work necessary to put the Premises and the Shopping
Center in a good, safe, operating, and structurally sound
condition, in compliance with all applicable building codes and
other governlllental laws and requirements ("Lessor's Work").
Lessor;s Work shall include, but shall not be limited to, the items
set forth on Exhibit "C" attached hereto~ Lessor shall complete
Lessor;s Work in a good, workmanlike manner on or before August 1,
1994, or such other date as the parties may agree, barring delays
due to hurricanes, fires, strikes, or events of force majeure.
Notwithstanding anything contained herein to the contrary, in no
e~ent shall any minimum rent or percentage rent begin to accrue
hereunder until Lessor has completed Lessor's Work.
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(b) Lessee's Obligations. Lessee shall arrange for the
completion of interior, cosmetic improvements ,in the Premises,
including interior partitioning, flooring, painting, non-structural
demolition work, ceiling systems, mirrors and finishes ("Lessee;s
Work"). Lessee shall hire a general contractor to complete
Lessee's Work in a go~d', worlananlike manner, and subject to
reimbursement as set forth below, Lessee shall be responsible for
the 'expense of Lessee's Work. Lessee shall be entitled to a rent
credit for one-half of the cost of Lessee's Work, subject to a
maximum total cost of Four Hundred Fifty Thousand Dollars
($450,000.00) and a max~um rent credit of Two Hundred Twenty Five
Thousand Dollars ($225,000..00). Any amounts expended'for Lessee's
Work over Four Hundred Fifty Thousand Dollars ($450,000.00) shall
be borne entirely by Lessee'without credit against rent. Subject
to this maximum, Lessee shall ,be entitled'to recover a total of
one-half of the, cost of Lessee's Work as a credit against minLmum
rent payments, such credit to be taken monthly for the first
thirty-six (36) months of the Primary Term in installments -equal to
one-thirty-sixth (1/36) of the total credit. As a condition of
eligibili ty for the rent cradi t, the Lessor shall approve the
specifications and cost estimates for the Lessee's Work before
construction begins, and the Work shall be in accordance with,the
approved specifications and cost estimates; provided, that such
approval, or reasons for disapproval, shall ~ given by the Lessor
not later than ten (10) days following receipt by Lessor of the
specifications and cost estima,tes for Lessee's Work. If Lessee and.
Lessor cannot agree on specifications and cost estimates on or
before May 15,1994, either 'party may cancel this Lease by giving
written notice to the other party within ten (10) days thereafter.
11. Laws; 'Waste; Nuisance., Lessee shall:
, ( a ) Comply with all qovernmental laws, ordinances, orders and
regulations affecting the use of the Premises now or ,hereafter in
force, except that if any of the foregoing s.hal'l require that
Lessee make structural improvements of the Premises' having a useful
,life extending beyond the remaining term of ,this Lease, the cost of
such ~provements shall be borne ratably by Lessee and Lessor in
relation to their estimated useful life and the length of the
remaining term~ and
(b) Not suffer, per.mit or commit ,any waste or nuisance.
12 . Assi.gnment and Subletting.
( a ) Except as pro'lrided in this Section, Lessee shall not
assign this Lease in whole or in part or sublet all or any part of
the Premises ,without the prior written consent of Lessor, which
Lessor agrees not to unreAsonably withhold or delay. The consent
by Lessor to any assignment or subletting shall not constitute a
waiver of the necessity for such consent to any subsequent
assignment or subletting. Notwithstanding any contrary provision
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of this Lease, Lessor's consent shall not be required for (i)
Lessee's transfer of this Lease in conjunction with a sale of
substantially all of its assets, or (ii) Lessee's subletting or
otherwise granting conoessions for the use of portions of the
Premises by concessionaires in a manner consistent with the
operation of Lessee's other stores.
(b) If this lease is assigned, or if the Premises or any part
thereof are sublet or occupied by anybody other than the Lessee, no
such assignment, subletting, occupancy or. oollection shall be
deemed a release of the Lessee as guarantor from the further
performance by the Lessee of covenants on the part of the Lessee
herein contained. If at any time during the term of this lease
Lessee desires to assign the lease or sublet the Premises, the
Lessee shall notify the Lessor in writing of such proposed assignee
or subtenant. The Lessor shall within 30 days advise the Lessee if
it has any objections thereto and the detailed reasons therefor.
The Lessee shall have 30 days from receipt of said objections
within which to try to oonvince the Lessor of the unreasonableness
of its objections, failing which the Lessor may terminate this
lease upon notice to Lessee within the times and as provided in
Section 20(a) and Section 27, unless Lessee withdraws its
assignment or sublease notice.
13. Alterations, Signs, Liens.
(a) Lessor shall not make any material structural or other
changes in the conunon areas of the Shopping Center (including
without limitation changes which would affect traffic flow and
parking patterns, visibility. of the Premises from public roads
abutting the Shopping Center, or convenient pedestrian and
vehioular access to the premises), and Lessee shall not make any
structural changes in the Premises, without the prior written
consent of each other which consent shall not be unreasonably
withheld or delayed.
(b) Lessee shall have the riqht to install, at its expense,
permanent signs on the canopy or sign band of the Premises and on
any sign pylons within or serving the Shopping Center, which signs
shall be of a design oomparable to the signs on Lessee's other
stores as of the date of this Lease, and shall be of a size,
material and quality of construction compatible with the other
tenants' signs within the Shopping Center. No sign of any type
will be posted, erected, or otherwise placed in view of the general
public unless permitted by the sign regulations of the Lessor, as
they now exist or as they may be amended from time to time during
the term of this lease, subject to the provisions of Section 31
relating to the adoption of nondiscriminatory rules and
regulations.
9
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[This spaoe deliberately left blank.]
(c) Lessee shall also have the right tO'make non-structural
alterations to the Premises, provided that Lessee shall construot
such alterations in a good and workmanlike manner, in accordance
with law.
(d) The interest of the Lessor shall not be subject to liens
tor improvements made by Lessee. Lessee shall notify every
contractor makinq improvements to the Premises or to the Shopping
Center under a contract with the Lessee of this prohibition against
liens. The parties agree to execute, acknowledge and deliver
without charge a Memorandum of Lease, in reoordable form,
containing a confirmation that the interest of the Lessor sha~l not
be subject to liens for improvements made by Lessee to the
Premises. The Lessee agrees to indemnify and save harmless the
Lessor by reason of any mechanic's lien whioh may be asserted as a
olaim against the leased property as a result of Lessee's Work or
any other alteration or improvements performed by or on behalf of
Lessee.
14. Repairs.
(a) By Lessee. Lessee shall maintain all non-struotural
portions of the interior of the Premises, together with all of
Lessee's exterior signs and the Premises' heating, ventilation and
air conditioning e~uipment, in good order and repair, exoept for
damage by Lessor, ~ts agents or employees, and except for normal
wear and tear. Lessor shall assign all applicable manufacturer's
and installer's warranties for the Premises' heating, ventilation
and air conditioning equipment to Lessee1 provided, however, that
Lessee shall not by reason of suoh aSSignment have exclusive rights
or remedies against euch manufacturers or installers nor shall
Lessee be deemed to have a property interest in any such equipment
purohased by Lessor.
(b) By Lessor. Lessor ahall maintain all of the remainder of
.the Shopping Center and the Premises in good order and repair at
Lessor' a expense, except. for damage by Lessee, ita agents or
employees.
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15. Use of Common Areas; pa.rldng. Lessee" its employees and
invitees shall have the nonexclusive right to use'the parking and
other common areas of the Shopping Center for their intended
purposes throughout the full term of this Lease. The parkinq area
between the Premises and the Library (as depicted on the site plan)
shall be the primary parking area for Lessee's customers and other
invi tees. The existing parking met.ers in this area shall be
removed by Lessor or "hooded" so as to provide free' parking at all
t~es t~ Lessee's, customers throughout the entire Primary Ter.m of
this Lease and the Extension Period (if exercised). The existing
parking deck will be available exclusively to Lessee for employee
parking and for Lessee's use as a receiving area. Lessor ~ill not
make or permit any changes or alterations to the parking areas
serving the Premises without Lessee's prior written, consent.
Lessor shall cooperate reasonably with Lessee to prevent non-
Library patrons from parking in Lessee's primary parking area as
described above. At all times durinq the prilnary Term -of this
Lease and the Extension Period (if exercised), there shall be at
least 720 parking spaces adjacent to the Shoppin"g Center as
depicted on the site plan for the use of Shoppinq Center customers
and Library patrons. During Clearwater Jazz Holiday and other
special events placing above normal demand for parkinq in the
vicinity of the Shoppinq Center, Lessor shall take such action as
is necessary to assure not less " than 150 parking'spaces, or such
greater or lesser number as the parties may subsequently agree, for
Lessee's customers and invitees, including but not l~ited to the
rooftop spaces and the remaining number to be roped off in Lessee's
prime parking area.
16 . Insurance..
(a) Lessee.. Lessee shall maintain at its own cost and expense
from an insurance company licensed to 'do business in the State of
Florida the fo1lowinq insurance coverage: '
(i) fire and extended coverage i,nsurance in an amount adequate
to cover the cost of replacement of all contents" fixtures, and
decorations in, and leasehold improvements' to the Premises in the
event of a loss;
( ii ) public liability insurance in a minimum. amount of
$500,000.00 per occurrence, with the Lessor to be included and
named as an additional insured under each such 'policy of insurance;
and '
(iii) plate glass insurance in an amount deemed adequ~te by
the Lessee.
(b) Lessor. Lessor shall maintain at its own cost' and expense
from an insurance company licensed to do busines,s in the State of
Florida t or provide as a qualified self-insured Florida public
entity, the followinq insurance coverage:
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(i) insurance on the entir& Shoppinq Cent~r in the amount of
its full replacement value for fire and such other risks as are,
from time to time, included in standard extended coveraqe
endorsements, less any self-insured retention the Lessor deems
prudent; and
(i1) public liability insurance pn the entire Shopping Center
in the amount permitted under the provisions of Section 768.28,
Florida Statutes, less any self-insured retention the Lessor deems
prudent, plus any excess liability insurancE! coverage purchased by
the Lessor.
(c) Verification of Coverage. Either party shall, at the
request of the other party, promptly obtain and furnish
certificates of insurance or duplicate policies evidencing the
insurance coverages required by this Section.
(d) xiscellaneous. All coverage required. hereunder shall
provide as follows:
(i) Each insurance policy required by 'Section 16 (a) above
shall be endorsed to state that coverage shall not be suspended,
~oideQ or canceled, or reduced in, coverage or Ln limits below or
less than the coverage or limits specified in this lease, ,except
after thirty (30) days prior written notice qiven by certified
mail, return receipt requested, to the Lessor.
(ii) All insurance policies' required, of the Lessee by the
ter.ms of this Lease shall provide full, coverage from the first
dollar of exposure unless otherwise stipulated. It is now,
stipulated by the parties hereto that the Lessee 'generally carries
a ded.uctible of $5,000.00, and it is further aqreed that the Lessee
may increase its insurance deductibles to the sum of $100.,000.00
before any further approval of the Lessor is required, which
approval shall not be unreasonably withheld or delayed.
17. Insured's Waiver. In the event of loss or damage to the
property of either the Lessor.or the Lessee, each party will look
first to its own insurance coverage before making any claim against
the other party.
18. Destruction. Subject to the provisions of (a) and (b)
below, if the Premises Shall be damaged by,any casualty, Lessor
shall promptly restore same to their,conait~on immediately prior to
the' occurrence of the damage, and the minimum rent and other
charqes shall be abated proportionately as to that part of the
Premises rendered untenantable; provided, however,' the restoration
of the Premises shall not includ.e any expenditure by the Lessor for
restoration of contents, fixtures., decorations and leasehold
improvements, all of which are the responsibility of the Lessee.
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(a) Lessor"s E1ection. If, during the Primary Term of this
Lease or any renewal term hereof, the Premises (i) are rendered
wholly untenantable, or (ii) are substantially damaged (to such an
extent that the cost of restoration exceeds 50% of their
replacement value) or the building of' which they are a part
(whether the Premises are damaged or not), or all of the buildings
w~ich then comprise the Shopping Center~ are damaged (to such an
extent that the cost of restoration exceeds fifty percent (50%) of
their replacement value) and regardless .of the amount of insurance
proceeds available to or received by Lessor under any of the
situa~ions set forth in this Section 18(a) so that the S~opping
Center cannot in the opinion of Lessor be operated as an integral
unit, then or in any such event, Lessor may either elect, to, repair
the damage or may cancel this Lease by notice of cancellation
within ninety (90) days after such event, whereupon this Lease
shall expire and Lessee shall ~acate and surrender the P~emisesto
Lessor. Lessee's liability for rent, subj,ect to the provisions
reqarding- abatement of minimum rent contained abov~, shall continue
until the date of termination of this Lease.
(b) Repair, etc. In the event Lessor ,elects to repair the
damage, any abatement of rent shal,l end sixty (60) days after
notice, by Lessor to Lessee that the Premis~s have been repa~red.
Unless this Lease is terminated by Lessor, Lessee shall restore the
contents, fixtures, decorations and leasehold ~provements of the
Premises in a manner and to a condition equal to that existinq
prior to its destruction or casual ty , and the proceeds of all
insurance carried by Lessee on its property and ~provements shall
be held in trust by Lessee and expended for the sole purpose of
restoration, repair and replacement of the Premises.
19. Condemnation.
( a) Total. If the whole of the Premises' shall be acqu'ired or
taken pursuant to the power of eminent, domain for any ,public or
quasi-public use or purpose, then this'Lease shall terminate as of
the date of title vesting in the public authority, in such
proceeding.
(b) Partial. If any part of the Premises or the parking areas
of the Shopping Center shall be taken as afor~said, and such
partial taking shall render the portion ~ot taken Unsuitable in
Lessee; s reasonable judgment for the conduct of business, then this
Lease shall ter.minate as aforesaid. If such partial taking does
not'so render the Premises unsuitable for the business of Lessee,
then this Lease shall continue in'effect except that the minimum
rent shall be reduced in the same proportion that the floor area of
the Premises taken bears to the original floor area, and Lessor
shall make all necessary repairs or alterations to the buildinq in
which the premises are located so as to constitute the portion of
the building not taken a complete architectural unit, but such work
shall not exceed the scope of the work 'to be done by Lessor in
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originally constructing the Premises, nor shall Lessor in any event
be required to spend for such work an amount in excess of the
amount 'awarded by the taking authority for the Part of the Premises
so taken.
( c) Awards. All compensation awarded or paid up?n such a
total or partial taking of the Premises sh~ll, to the extent not
applied to the restoration of the Premises in accordance with this
Lease and not applied to the redu.ction of any indebtedness
encumbering Lessor's interest in.the Shopping Center, be div.ided
between Lessor and Lessee in proportion to the relative values of
their fee and leasehold interests in the Premises as of the date of
taking. Lessee shall also be entitled to claim, prove and receive
in any condemnation proceedings such award as may be allowed for
loss of business, relocation costs, fixtures and other leasehold
improvements installed by it.
20. Default.
(a.) By Lessee. In the event Lessee shall not pay the rent or
any other sums payable by Lessee at the t~~ ,and in the amount
stated and such default shall continue for a period. of fifteen (15)
days after written notice thereof, or if Lessee shall fail to keep
and perform any other conditions, stipulations Or agreements herein
contained and such default shall continue for thirty (30) days
after written notice thereof (or, if such default cannot be cured
within thirty (30) days, if Lessee does not begin curing the
default within thirty (30) days after notice and diligently proceed
in qood faith to cure the default), or' if Lessee's interest
hereunder or all of its property on the P'remi'ses is sequestered or
taken under execution or other legal process, or if Lessee files or
has filed against it pursuant to any, statute either of the United
States or any state a petition in bankruptcy or insolvency or for
reorqanization or for the appointment of a recei~er or trustee of
all or a portion of Lessee's property (which remains unstayed for
more than thirty (30) days) or makes an assi.gnment for the benefit
of creditors, then and in any of such events t Lessor may, at
Lessor's option, in addition to any and all other remedies
available by law or in equity, (i) terminate this Lease and
re-enter the Premises, in which event the parties shall have no
further rights or obligations hereunder, or (ii) take possession of
the Premises without terminating this Lease and rent.same for the
account of Lessee, in which e"ent Lessee agrees to pay any
deficiency after creditinq it with the rent thereby obtained less
all repairs and expenses, including the reasonable and customary
costs of ren\od.eling and brokerage fees, and Lessee waives any claim
it may have to any rent obtained on such re-letting which maybe in
excess of the rent required to be paid herein by Lessee, or (iii)
perform such obligation (other than payment of rent) on Lessee's
behalf and charge the cost thereof to Lessee as additional rent.
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, (h) By Lessor. ,In the e~t ~ssor shall fail to keep and
perfor.many of the conditions, stipulations ,or agreements herein
contained and such default sha,ll continue for thirty (30) days
after written notice thereof (or, if such default cannot be cured
wi thin thirty ( 30) days, if Lessor does not begin curing the
defaul t ~i thin thirty (30) days after notice and diligently proceed
in good faith to cure the default), then Lessee, shall have such
rights and remedies as may then be provided 'by law or in equity.
(c) Costs, etc. In the eV'ent of a.breach by either party of
any of the terms of this agreement whereby the party not in'default
employs attorneys to protect or enforce its riqhts hereunder and
prevails, the prevailing party shall be entitled to recover ,its
coats, including reasonable attorney's fees, so incurred by s4ch
prevailing party .
21. Access to Premises. ,Lessor shall ,have the right to enter
the Premises at all reasonable times to inspect or to exhibit same
to prospective purchasers, mortgagees and tenants ,and to make such
repairs as are required of Lessor under this Lease, provided Lessor
does so in a manner reasonably calculated t9 minimize the
disruption of Lessee's business.
22. Attornment; SubordinatiQD. Lessee, shail in the event of
the sale or assignment of Lessor's interest in the Shopping C,enter t
or in the event of any foreclosure or exercise of the power of sale
under any mortgage made by Lessor covering the Premises, attorn to
the purchaser and recognize such purchaser as Lessor under this
Lease. Upon request, Lessee shall subordinate its rights under
this Lease to the lien of any mortgage now ,or hereafter in force
against the Premises, provided each such mortgagee executes a
nondi,.sturbance agreement with Lessee in a customary form reasonably
approved by Lessee.
23., Quiet Enjoyment. Lessee, upon paying the rents and.
performing all of the terms on its part to be performed, shall
peaceably and quietly enjoy the Premises subject, nevertheless, to
the ter.ms of this Lease. '
24. End. of TeJ:Jl.. At the expiration of this Lease, Lessee
shall surrender the Premises to Lessor in the same condition as
they'were recei~ed by Lessee, reasonable wear and t~ar excepted,
and shall deliver all keys to Lessor. Before, surrendering the
Premises, Lessee may remove all of its personal 'property, trade
fixtures, alterations, additions ana decorations" and shall repair
any d~age caused thereby. If ~essee fails to remove any of its
property promptly after the expirat.ion of this Lease, said property
shall be deemed abandoned and shall become the property of Lessor.
2S. Holdinq Over. Any holding over' after the expiration of
the term or any renewal term shall be construed to be a tenancy
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l
from, month to month and shall otherwise be on 'the terms herein
specified so far as applicable.
26. No Waiver. Failure of either party to insist upon the
strict performance of any pro~ision of this Lease or to ,exercise
any option or enforce any rules and regulations shall not be
construed as a 'W'ai"Ver in the future of any such provision, rule or
option.
27. Notices. Any notice, demand" request or other instrwn~nt
which may be or is required to be given und.r this Lease shall be
delivered in person or sent by United States certified mail,
postage prepaid, to the addresses of the parties indicated in
Section 1 or to such other address as either party may,heraafter
designate in writing.
28. Record.i.nq. Either party shall have the right 'to record
this Lease or a memorandum thereof" and, each party shall, at the
request of the other, reasonably cooperate in the preparation,
executiol'l and recording of such a memorandum. '
,29. Partial Invalidity. If any provision of, this Lease or
application thereof to any person 'orcir~umstance shall to any
extent be invalid, the remainder of this Le~se or the application
of such provision to persons or circumstances other than those as
to which it is held invalid shall not be affected thereby and each
provision of this Lease shall be valid and enforced to the fullest
extent per.mitted by law.
30. Provisi.ons Bindi.nq, Etc. Except 'ii:S otherw..ise expressly
provided, all provisions herein shall be binding upon and shall
inure to the benefit of the parties, their legal representatives,
successors and assigns, and any sale by Lessor of the Shopping
Center or of the Premises shall be subject to this Lease.
31. Rules and Regulations. Lessor shall haV'e the rig~t from
time to time to adopt nondiscriminatory rules and regulations
applicable to the Premises and the Shopping Center. Notice of such
rules and regulations, and amendments and supplements,' if any,
shall be given to Lessee, and Lessee agrees thereupon to comply
wi;h and observe all such rules and regulations, provided they
shall apply uniformly to all similarly situated lessees of the
Shopping Center and provided further. that they shall 'not conflict
with the terms of this Lease nor materially adVersely affect any
right of Lessee hereunder without Lessee's consent.
32. Estoppel Statement. Each party shall, upon the request of
the other, execute and deliver a written declaration in recordable
form (a) ratifying this Lease, (b) expressing the commencement and
termination dates hereof, (e) certifying that this Lease is in full
force and effect and has not been assigned, modified, supplemented
or amended (except by such writings as shall be stated), (d)
16
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MAR. 23. 1994 3:06 PM P 7
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I
certifying that all conditions unde~ this Lease to be perfor.med by
the other party have been satisfied (or setting forth any
exceptions to that statement), (9) certifying that there are no
defenses or offsets against the enforcCiment of this Leass (or
stating those claimed, if any), (f) stating the amount of ,advance
rental, if any (or none if such is the case), paid by Lessee, (9)
certifying the date to which rental has been paid, (h) establishing
the precise interior floor area (computed as specified in Section
1 above) of the Premises, and (i) containing such other
certifications, warranties or information concerning the status of
the Lease and the parties' performance hereunder as may from time
to time be reasonably requested~
33. Entire Agreement, Etc. ~his Lease sets forth the entire
agreement between the parties. Any prior conversations or wri tinge
are merged herein and extinguished. No subsequent amendment to
this Lease shall be binding upon Lessor or Lessee unless reduced to
writing and signed by the party sought to be oharged. The captions
and numbers appearing herein are inserted only as a matter of
convenience and are not intended to define, 1imi t, construe or
describe the scope or intent of any Section, nor in any way affect
the interpretation of this Lease.
34. Additional Occupants. The Premises occupied by Lessee
hereunder consists of the second or "middle" floor of an existing
three-story building formerly occupied by Haas Brothers department
store. Lessor and Lessee acknowledge that other parties occupying
all or any portion of the first or third floors of the former Maas
Brothers building may have an adverse impact on Lessee's business,
particularly if such other parties' use is not compatible with
Lessee's use or if such use reduces the number of parking spaces
available to Lessee's customers. Accordingly, Lessor hereby aqrees
that it will not lease or sell or otherwise permit occupancy of the
first or third floors of this building without Lessee's prior
written consent to the proposed tenant, purchaser or occupant,
which consent Lessee will not withhold unreasonably.
35. Municipal Recapture. The Lessor retains the riqht to
terminate this lease for any municipal need consistent with the
Lessor's charter. This right of termination shall be in addition
to the right of termination set out elsewhere in this agreement;
provided, however, should the Lessor ter.minate this agreement
pursuant to this section, the Lessor shall pay the Lessee a.n amount
equal to twice the average annual store profits for the Premises
multiplied by the number of years remaining in the unexpired
Primary Term plus an amount equal to one times the averaqe annual
store profits for the Premises multiplied by the number of years
remaining in the unexpired Extension Term. Such payment shall be
made within twenty (20) da.ys following notice to Lessor of the
a.mount due, which notice shall include the amount of the average
annual store profits for the Premises and the method by which such
amount wu oaloulated. 1 7 ~.J~'i
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36. Radon Gas Notice. As required by Section 404.056 ( 8 ) ,
Florida Statutes, the Lessee'shall,take notice of the followinq:
Radon Gas: Radon is a natural,ly occurrinq
radioactive gas that, .hen it hilS accumulated in
a building in sufficient quanti ties, may present
he~lth risks to persons who are exposed to it
over time. Levels of radon that, exceed federal
and state guidelines' have be~ found in
build1.nqs in Florida. Addi tional infonnation
regarding radon and 'radon testi:.ng may be
obtained from your county public health unit.
[Remainder of page deliberately 'blank.], '
18
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MRR-22-1994 17:57 FROM
,I
lease Beb/een Stein Mart. Inc. and
City of Cleanmter, F10T"ida, fol" Store at
320 Cleveland Street, Cleal"Watel", FlOl"ida
IN WITNESS WHEREOF, the parties have sign~d and sealed this
Lease as of the day and year first abo~e written.
Sign~I:'~~S~
~~b-~
c
As to Lessee
LESSEE:
Stein Mart, IncJ.
By. ~ H'~
/ PlTTSIOtEfI-r
By:
Lessor
STATE OF FLORIDA
COUNTY OF PINELLAS
The >,J~orego~g instrument was ac
day of ~ , 1994, by
~ ~. on"behalf of
a'. ~.
me this.;? t./- y.L
, as
,
< CAROLYN l. BRINK
C- Nota~~~~:tc~, , e l"Jf Flo 'da
~o ' ~x. . e ay 22, 995
, No.
Notary Public '
My Commission Expires:
STATE OF FLORIDA
COUNTY OF DUVAL
,,'IIIU,_
~if,v fPIt.. JERRY B. MILLER
l~{ 'f:\ MY COMMISSION # CC 227857
. .if EXPIRES: October 23, 1996
.... t~", Bonded Thru Nola1y Public Undorwrtf8rw
instrument was aC\Knowledl.l.ed before me .,this ~ 3
, 1994, by':):))..,!) H. !AD /I,' () /.A S. ~' , c:'-f;>
of Ste~n Hart, , Inc. , a" Flor~da
of the corporation.
J ~ .,
~~ . f)V.ll1 AJ
tary lJ.c.
My Commission Expires:
The~oreqoing
~y of /)~
,. J ALA" A~J\-'t
corporation, on behalf
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EXBIBIT'A
SITE PLAN
[To be furnished by Lessor]
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EXHIBIT,B
SHOPPING CENTER. LEGAL DESCRIP'nON
['1'0 be furnished by Lessor]
99043461531
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EXHIBIT C
LESSOR'S WORK
, ' ,
As its sole expense, Lessor sliall perform the following work:
1 . A new facade shall be constructed on the front of the
building facing Osceola Avenue, the design of which shall be
subje~t to Lessee's reasonable approval prior to commencement of
construction.
2. Lessor Shall perform a'11 work necessaq to cause the
Premises and the Shopping Center to be in, compliance wi th. all
current building codes and other governmental laws and
requirements, including, but not limited to, the Americans With
Disabilities Act.
3. The current air-conditioning and' heating syste~-serving
the ,Premises shall be replaced with a new air-conditioning and
heating system adequately sized to properly heat and cool the
Premises and to meet the requirements of Lessee's intended use.
4. The escalator in the middle of the prem.1ses shall be
removed and any resulting damaqe to the floor' or the ceilinq
(including any holes) of the PDemises shall be repaired. Subject
to Lessee's reasonable approval of the location" Lessor may add an
escalator at the rear of the Premises allowing for escalator access
from the first floor of the building to' the third floor of the
building, so long as Les50r also constructs a wall around the
escalator making the Premises secure from'acce5s from the first or
third floors.
s. All electric, water, sewer and other 'utilities serving the
Premises shall be put in g'ood working c~ndition,and shall be
separately metered so that Lessee's utility consumption is measured
separate from other occupants of the building.
6. A new watertight roof shall be installed above the
Premises on the former Haas Brothers buildinq.
7. All asbestos and other lUlzardous materials and toxic
substances must be removed from ,the Premises and,the building, or
mitigated, so that the Premises and the building .are in compliance
with all applicable laws.
8,. The parking deck must be put in good., structurally sound
condition to allow for its use as an employee parking/receiving
area.
9. The sprinkler system serving the ,Premises,rnust be in ,gOOd,
working condition in accordance with all building codes.
page 1 of 1