TWO YEAR LEASE AGREEMENTLEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this 2009, by and
between the CITY OF CLEARWATER, FLORIDA,..a.municipal corporatio ,hereinafter referred
to as "Lessor", and, George H. Greene and Dara L. Greene, d/b/a Marina Gifts and Souvenirs,
a Florida corporation, Rooms 5 and 9, 25 Causeway Boulevard, Clearwater, Florida 33767,
hereinafter referred to as "Lessee."
WITNESETH:
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 two (2), one (1) year period beginning October 1,
2009, and ending, September 30, 2011. 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 $75,922.56 for the 24 month term of this lease, which
shall be paid in equal monthly payments of $3,048.10 plus tax through December 31, 2009,
$3,139.55 plus tax per month January 1, 2010 through December 31, 2010, and $3,233.74
plus tax per month January 1, 2011 through December 31, 2011. 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. The Lessee will provide the Lessor within 30 days after the
end of each month during the term of this lease a copy of the amount of gross sales being
reported during the month as evidence by a copy of the monthly State Sales Tax return.
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Rental rates include a flat 3% Consumer Price Index (CPI) increase added to the monthly
rental payment on January 1st of each year of the lease. In addition to the monthly rental, the
Lessee shall, at the end of each lease year, pay an additional amount equal to five (5) percent
of yearly gross sales exceeding $241,200.00 throughout the term of this lease. The term
"gross sales" as used in this paragraph means the entire amount of actual sales receipts,
whether for cash or otherwise, for all sales of merchandise sold in, on or from the premises.
No deduction shall be allowed for uncollected or uncollectible credit accounts. Such term shall
not include, however, any sums collected and paid out'for any sales or excise tax imposed by
a governmental authority wherein Lessee is regarded as the collecting agent.
b. Any amount due from Lessee to Lessor under this lease which is not paid
before the day the payment becomes delinquent shall bear interest at the rate determined by
the City Manager, 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 $3,048.10 plus tax, which is due and
payable on the first day of the lease, the Lessee shall pay $310.73 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 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.
d. If Lessor defaults in the payment of any installment of rent, George H. Green
and Dara L. Greene, as Guarantors under the Guaranty. of Payment of Rent Under Lease
Agreement (Exhibit "C", attached hereto and incorporated herein), shall pay the amount of
such installment within 30 days after receipt of notice of default and demand for payment as
provided for therein.
3. The demised premises shall be used only for the purpose of conducting therein the
business of retail sales, limited to the sale of gift items, specialties, beach clothing and toys.
4. The Lessee hereby covenants and agrees to-make no unlawful, improper, or
offensive use of the leased premises. Lessee further covenants and agrees not to assign,
mortgage, pledge, hypothecate or sublet this lease or any of its right herein in whole or in part
Marina Gifts and Souvenirs Rooms 5 and 9 Lease Wage
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 change in the present effective voting control of Lessee by the person, persons
or entity which presently is the ultimate owner of a majority of such corporate shares on the
date of this lease, Lessee shall promptly notify Lessor in writing of such change. If the new
owner is a private or public corporation, Lessor shall promptly advise Lessee if it has any
objections thereto and the reasons therefor. Lessor may terminate this lease any time after
such change in control by giving Lessee ninety (90) days prior written notice of such
termination. 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 rentar-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 pay or
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 Progress Energy 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
Marina Gifts and Souvenirs Rooms 5 and 9 Lease Wage '}
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 agrees to indemnify and hold harmless Lessor from and against any and
all claims, demands, actions, judgments, injuries, damages, costs and expenses including
attorney's fees resulting from or in connection with Lessee's or Lessee's employees, agents,
and/or invitees use and occupation of the leases premises. 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 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 any one or more of the
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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 any one 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-let or attempt to re-let the premises on behalf of
Lessee; however, such re-letting or attempt to re-let 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
Marina Gifts and Souvenirs rooms 5 and 9 Lease Rage :
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-letting
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. The Lessee hereby covenants and agreesto 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
Marine & Aviation Director 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.
Marina Gifts and Souvenirs Rooms 5 and 9 Lease Page G
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 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. 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 required of the Lessee by the lease, Lessee shall peaceably and quietly hold and
enjoy the leased premises for the term of the lease without hindrance or interruption by Lessor.
16. Notices hereunder shall be given only by registered or certified mail, and shall be
deemed given when the letter is deposited in the mail, postage and other charges prepaid,
addressed to the party for whom intended at such party's address first herein specified or to
Marina Gifts and Souvenirs Rooms 5 and 9 Lease Page 7
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 404.055(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.
18. 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.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals this le-
day of , 2009.
Countersigned:
Frank Hibbard
CITY OF CLEARWATER, 'F'LORIDA
By: ?..?A4+-z•?-
Wil iam B. Horne, II
City Manager
A
Camilo Soto Cyroia\E. Goudeau
Assistant City Attorney City Clerk
Marina ifts and Souvenirs
George Ff. Greene
Dara L. Greene
ny?.
Marina Gifts and Souvenirs Booms 5 and 9 Lease Page
Exhibit "A"
LEGAL DESCRIPTION
Room/s 5 and 9, 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
Insurance:
Lissee shall procure at its expense and maintain during the term of this Agreement, insurance
as shown below:
a. Comprehensive General Liability insurance to include premises/operator liability in an
amount not less than $1,000,000 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 in amount at least equal
to the statutory limits of coverage according to applicable State and Federal laws. In
addition, the policy shall include employer's liability coverage with a limit of $500,000 per
occurrence.
The City is to be specifically included as an additional insured on all liability coverage
described above.
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.
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 Marine & Aviation Director. The first Certificate of Insurance
required by the lease shall be provided to the Marine & Aviation Director before occupancy of
the demised premises by the Lessee.
Marina Gifts and Souvenirs Rooms 5 and 9 Lease Cage 10
Exhibit "C"
GUARANTY OF PAYMENT OF RENT UNDER LEASE AGREEMENT
Guaranty is made this day of LU j? (A 64.' , 2009, by George H. Green and
Dara L. Greene of Marina Gifts and Souvenires, of Clearwater, County of Pinellas, State
of Florida, herein referred to as "Personal Guarantors: being the owner respectively, of Marina
Gifts and Souvenirs 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 retail sales, limited to the sale of gift items, specialties, beach
clothing and toys.
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 two 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 two year period.
Marina Gifts and Souvenirs Rooms 5 and 9 Lease Page 11.
SECTION THREE
LIMITATION OF LIABILITY
The maximum amount recoverable by obligee from guarantors pursuant to this
guarantee is $37,395.75, which amount is equal to the total rent due during the initial twelve
month 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
Co,j ,„-uz_ the day and year first above written.
Guarantor - George H. Greene
Guarantor - Dara L. Greene
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