BUSINESS LEASE CONTRACTBUSINESS LEASE CONTRACT
THIS LEASE CONTRACT, entered into this 29th day of July, 2010, ("Effective Date")
between the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation, having its
principal place of business at 112 South Osceola Avenue, Clearwater, Fl. 33756, as Lessor, and
BOTTLENOSE PRODUCTIONS, LLC, a Delaware limited liability company, having its principal
place of business at 10390 Santa Monica Blvd., Suite 250, Los Angeles, Ca., 90025, as Lessee.
WITNESSETH:
That Lessor does lease and Lessee agrees to lease all of the following premises commonly
known as the "Harborview Center" addressed at 320 Cleveland Street, Clearwater, Florida, LESS
AND EXCEPT that approximately 2800 square foot portion thereof, and sixteen (16) signed, and
other parking spaces appurtenant thereto, under lease to Pickles Plus Too, Inc., a Florida
corporation, all being more specifically described as follows:
EDWARD MILL'S SUBDIVISION, Lot 3 Less Street, and Lots 4 and 5, ROMPON'S &
BASKINS CORRECTED MAP OF CAUSEWAY BUSINESS DISTRICT, as recorded in Plat
Book 57, Pages 1 and 2 of the public records of Pinellas County, Florida, and part of
SUNSET COURT, all described as beginning at the Northeast corner of Block 1 of aforesaid
ROMPON'S & BASKIN'S CORRECTED MAP OF CAUSEWAY BUSINESS DISTRICT;
thence South 224.38 feet; thence West 566.62 feet; thence along the arc of a curve to the
right, 197.75 feet; radius 679.20 feet, cord bearing N82°W, 197.10 feet; thence N05°W,
189.48 feet; thenceN03°West, 171.34 feet; thence along the arc of a curve to the right,
84.23 feet, radius 743.35 feet, cord bearing N03°E, 84.18 feet; thence East, 422.97 feet;
thence along the arc of a curve to the right, 67.22 feet, radius 163.84 feet, cord bearing
N60°E, 66.75 feet; thence South100.31 feet; thence East 291.48 feet; thence South 183.27
feet to the point of beginning.
Such property shall hereinafter be referred to as the "Leased Premises" or the "Demised
Premises" or the "Leased Property."
1. LEASE TERM.
The term of this lease shall be for five and one half (5 ... ) months; which term will
commence on the 9th day of August, 2010, and shall continue until midnight on the 15th day of
December, 2010.
2. RENT.
The Lessee agrees to pay and the Lessor agrees to accept the total sum of One Dollar
($1.00) as rent during the term of this lease, the receipt and sufficiency of which is hereby
acknowledged. In further consideration of Lessor entering into this lease with Lessee, Lessee
covenants with Lessor that Lessee shall unequivocally, timely and without reservation or exception,
full comply with all the provisions hereof, and the obligations imposed herein. Lessee's failure to
timely comply with any or all of the provisions hereof shall be deemed a material default and
subject to provisions of Paragraph 16. DEFAULT; REMEDIES; TERMINATION BY LESSOR.
Lessee acknowledges that in addition to those costs specifically set out herein, Lessee shall be
responsible for any and all direct costsresulting from, or incident to, its occupation hereunder. In no
event shall Lessor be responsible for any costs directly resulting from Lessee's occupation and use
as provided for herein.
3. USE OF PREMISES.
The premises are leased to Lessee solely for the following uses and no other use can be
made of the premises during the term without the written consent of the Lessor: Construction and
operation, at Lessee's sole cost and expense, of motion picture sets and ancillary facilities within
the interior improvements of the demised premises as Lessee may require for production of the
motion picture, "Dolphin Tale."
4. UTILITIES.
Water, sewer, electric and all other utilities of any kind shall be billed directly to Lessee and
are or shall be individually metered for the subject premises. All deposits for such utilities shall be
the sole responsibility of Lessee.
5. MAINTENANCE AND TAXES.
Lessee shall, at its own expense, maintain in good repair and in good and safe condition all
improvements on, about and within the leased premises, including, but without limiting the
generality of the foregoing, all structural improvements, including the roof, doors, plate glass,
windows and their respective hardware, all plumbing, heating, cooling and electrical fixtures,
regardless of how the necessity or desirability of repairs may occur, and whether or not required by
wear and tear, obsolescence, accidents or otherwise. Except as may be otherwise provided for in
this lease, Lessor has no obligations to make repairs on, about or within the leased premises, or to
paint, decorate or redecorate same. Lessee shall be responsible for all real and personal property
taxes as may be assessed specifically applied against the Leased Premises (as more particularly
described above) during the lease term, and shall promptly pay same when due.
6. OBSERVANCE OF LAWS AND ORDINANCES.
Lessee agrees to observe, comply with and execute promptly at its expense during the term
hereof, all laws, rules, requirements, orders, directives, codes, ordinances and regulations of
governmental authorities and agencies and of insurance carriers which relate to its use or
occupancy of the demised premises.
7. ASSIGNMENT OR SUBLEASE.
Lessee shall not, without first obtaining the written consent of Lessor, assign, mortgage,
pledge, or encumber this lease, in whole or in part, or sublet the premises or any part thereof.
Lessor may refuse such consent to sublet in its sole discretion. This covenant shall be binding on
the legal representatives of Lessee, and on every person to whom Lessee's interest under this
lease passes by operation of law, but it shall not apply to an assignment or subletting to the parent
or subsidiary of a corporate lessee or to a transfer of the leasehold interest occasioned by a
consolidation or merger involving such lessee.
If the premises are sublet or occupied by anyone other than Lessee, and Lessee is in
default hereunder, or if this lease is assigned by Lessee, Lessor may collect rent from the
assignee, subtenant, or occupant, and apply the net amount collected to the rent herein reserved.
No such collection shall be deemed a waiver of the covenant herein against assignment and
subletting, or the acceptance of such assignee, subtenant, or occupant as Lessee, or a release of
Lessee from further performance of the covenants herein contained.
8. ALTERATIONS AND IMPROVEMENTS.
Other than as expressly provided for herein, the Lessee shall not make any structural
alterations or modifications or improvements which are part of the leased property without the
written consent of the Lessor, and any such modifications or additions to said property shall
become the property of the Lessor upon the termination of this lease or, at Lessor's option, the
Lessee shall restore the leased property at Lessee's expense to its original condition. The
restrictions of this paragraph shall not apply to maintenance of the leased property, but shall apply
to any change which changes the architecture or purpose of the property or which changes any of
the interior walls of the improvements or which annexes a fixture to any part of the leased property
which cannot be removed without damage thereto. In the event Lessee desires to make any
alterations or modifications, written notice shall be given to the Lessor. Unless the Lessor objects
to such proposals by notice to Lessee within twenty (20) days after written notice from Lessee, the
proposal shall be deemed approved. Lessee shall have no power or authority to permit mechanics'
or materialmen's liens to be placed upon the leased property in connection with maintenance,
alterations or modifications. Lessee shall, within fifteen (15) days after notice from Lessor,
discharge any mechanic's liens for materials or labor claimed to have been furnished to the
premises on Lessee's behalf. Not later than the last day of the term Lessee shall, at Lessee's
expense, remove all of Lessee's personal property and those improvements made by Lessee
which have not become the property of Lessor, including trade fixtures and the like. All property
remaining on the premises after the last day of the term of this lease shall be conclusively deemed
abandoned and may be removed by Lessor and Lessee shall reimburse Lessor for the cost of such
removal. The Parties hereto acknowledge and agree that it is the Lessee's intent to apply
immediate improvements to the premises to render the Demised Premises useable for Lessee's
purposes (e.g.,replacing missing fixtures, ceiling tiles, toilet seats, etc.). Lessee shall provide
detailed written notice of said improvements seeking Lessor's approval as provided for in this
paragraph, prior to proceeding to install same. In no event shall Lessor be liable to reimburse
Lessee for such improvements.
9. RISK OF LOSS.
All personal property placed or moved in the premises shall be at the risk of the Lessee or
owner thereof. The Lessor shall not be responsible or liable to the Lessee for any loss or damage
that may be occasioned by or through the acts or omissions of persons occupying adjoining
premises or any part of the premises adjacent to or connected with the premises hereby leased or
any part of the building which the leased premises are a part of for any loss or damage resulting to
the Lessee or its property from bursting, stopped up or leaking water, gas, sewer or steam pipes.
10. RIGHT OF ENTRY.
The Lessor, or any of its agents, shall have the right to enter said premises during all
reasonable hours, to examine the same to make such repairs, additions or alterations as may be
deemed necessary for the safety, comfort, or preservation thereof, should Lessee default in any of
itsmaintenance responsibilities as heretofore provided, all costs and charges for which Lessor shall
invoice to Lessee for reimbursement within 15 days following receipt.Right of entry shall likewise
exist for the purpose of removing placards, signs, fixtures, alterations or additions, which do not
conform to this agreement.
11. RESTORING PREMISES TO ORIGINAL CONDITION.
Lessee acknowledges and represents that the premises leased are in need of certain
improvements for which Lessee shall submit written notice in accordance with Paragraph 8 herein,
seeking approval of Lessor to conduct and install such improvements. Lessee's acceptance or
occupancy of the leased premises shall constitute recognition of such condition. Lessee hereby
accepts the premises in the "AS IS CONDITION" they are in at the beginning of this lease and
agrees to maintain said premises in the same condition, order and repair as they are at the
commencement of said term, and to return the premises to their original condition at the expiration
of the term, excepting only reasonable wear and tear arising from the use thereof under this
agreement. The Lessee agrees to compensate and reimburse said Lessor immediately upon
demand, any damage to water apparatus, or electric lights or any fixture, appliances or
appurtenances of said premises, or of the walls or the building caused by any act or neglect of
Lessee or of any person or persons in the employ or under the control of the Lessee should
Lessee fail for any reason to remedy or repair such damage immediately upon demand.
12. INSURANCE.
Lessee agrees to provide at its sole cost and expense the following policy or policies of
insurance through firms authorized to provide such insurance within the State of Florida:
Liability Insurance: Lessee shall procure and maintain for the life of the Lease, General Liability
Insurance. This coverage shall be on an "Occurrence" basis. The policy shall provide coverage for
death, bodily injury, personal injury or property damage that could arise directly or indirectly from
the performance and operation of this Lease. The minimum limits of coverage shall be $1,000,000
Per Occurrence Combined Single Limit for Bodily Injury Liability and Property Damage. The Lessor
shall be included and identified as an Additional Insured under the policy and on the Certificate of
Insurance.
The insurance coverages and conditions afforded by these policies shall not be suspended,
voided, cancelled or modified except after thirty (30) days prior written notice by certified mail,
return receipt requested, has been given to the City's Risk Management Office.
All insurance policies required within this provision shall provide full coverage from the first dollar of
exposure unless stipulated. No deductibles will be accepted other than as stipulated herein.
Certificates of Insurance meeting the specific required insurance provisions specified in this Lease
shall be forwarded to the City's Risk Management Office and approved prior to Lease
commencement. After review, the Certificate will be filed as part of the official Lease file.
Radon Gas Notification, as required by Florida Statute 404.056(8) is to be inserted in all
contracts for sale, purchase or rental of real property. Page 5 of 9
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 health unit.
13. DESTRUCTION OF PREMISES.
In the event that the building should be partially or totally destroyed by fire, earthquake,
hurricane or other natural cause,
Lessor may either terminate the lease or undertake to rebuild or repair in Lessor's sole
discretion. If Lessor undertakes to rebuild and repair, and if the demised Premises are no longer
usable for the purposes of the Lessee as described in paragraph 3, Lessee may terminate the
lease from the date of occurrence of such event through the remainder of the term. Should Lessee
elect to continue, Lessee shall, at its own expense, restore all work required to be done by the
Lessee under this Agreement..
14. RESERVATION BY LESSOR.
Throughout the term hereof Lessor reserves unto itself during and throughout the following
scheduled public events within Coachman Park and its environs the exclusive right and privilege of
full and unimpeded use of all parking within the Demises Premises, with the exception of those
spaces assigned to the use of Pickles Plus Too, (Pickles") together with ingress and egress thereto
and any areas determined by the Lessor that do not interfere with these events on a case by case
basis:
• Superboat Offshore National Championship - September 29th through October 2nd
• Hispanic Heritage Festival - October 10th
• Clearwater Jazz Holiday - October 14th through October 17th
• Christmas Under The Oaks - November 13th and November 14th
In addition, the Parties expressly acknowledge the parking rights of Pickles Plus Too Inc., as set
out in that certain Lease between the Lessor and Pickles, dated August 15, 1995, as amended.
15. SUBORDINATION.
This lease and the rights of the Lessee hereunder are hereby made subject and
subordinate to all bona fide mortgages or other instruments of security now or hereafter placed
upon the said premises by the Lessor provided, however, that such mortgages and other
instruments of security will not cover the equipment and furniture or furnishings on the premises
owned by the Lessee. The Lessee further agrees to execute any instrument of subordination which
might be required by mortgagee of the Lessor.
16. DEFAULT; REMEDIES; TERMINATION BY LESSOR.
(a) Lessee further covenants that if the Lessee shall violate or default upon any of the
covenants, provisions, terms, conditions and obligations imposed on Lessee upon entering into this
lease, and shall fail to correct such violation or default within fifteen (15) days after a written
request by the Lessor to do so, then the Lessor may, at its option, deem this lease terminated, and
Lesseeshall become a tenant at sufferance, and the Lessor shall be entitled to obtain possession
of the premises as provided by law.
(b) In case the leased property shall be abandoned, as such term is defined by Florida
Statutes, the Lessor, after written notice as provided by Florida Statutes to the Lessee, Lessor may
(i) re-enter the premises as the agent of the Lessee, either by force or otherwise, without being
liable to any prosecution or claim therefore, and may relet the leased property as the agent of the
Lessee and receive the rent therefore and apply the same to the payment of such expenses as
Lessor may have incurred in connection with the recovery of possession, reduction, refurbishing or
otherwise changing or preparing for reletting, including brokerage and reasonable attorneys fees.
Thereafter, it shall be applied to the payment of damages in amounts equal to the rent hereunder
and to the cost and expenses of performance of the other covenants of Lessee as provided herein;
or (ii) the Lessor may, at its option, terminate this lease by giving the Lessee fifteen (15) days
written notice of such intention served upon the Lessee or left upon the leased property, and the
term hereof shall absolutely expire and terminate immediately upon the expiration of said fifteen
(15) day period, but the Lessee shall nevertheless and thereafter be liable to the Lessor for any
deficiency between the rent due hereunder for the balance of the term of this lease and the rent
actually received by Lessor from the leased property for the balance of said term.
(c) Lessor, at its option, may terminate this lease as for a default upon the occurrence of
any or all of the following events: an assignment by Lessee for the benefit of creditors; or the filing
of a voluntary or involuntary petition by or against Lessee under any law for the purpose of
adjudicating Lessee bankrupt; or for reorganization, dissolution, or arrangement on account of or to
prevent bankruptcy or insolvency; or the appointment of a receiver of the assets of Lessee; or the
bankruptcy of the Lessee. Each of the foregoing events shall constitute a material default by
Lessee and breach of this lease.
(d) Lessor, at its option, may terminate this lease in the event the City Council determines at
a duly constituted City Council meeting that the lease premises are needed for other municipal
purposes and serves Lessee with sixty (60) days notice of such intended use.
(e) Both the Lessor and Lessee shall be entitled to all remedies as provided by law except
as provided for in the following sentence. No Injunctive Relief: In no event shall Landlord or its
successors and assigns, or any other party now or hereafter having an interest in Tenant's motion
picture project currently entitled "DOLPHIN TALE" (the "Picture"), seek or be entitled to enjoin or
restrain the production, distribution, advertising or exploitation of the Picture, or any parts or
elements thereof, except the Lessor's limited right to enjoin or restrain production within the
Leased Premises to the extent of the terms of the Lease.
17. MISCELLANEOUS.
(a) Lessor shall have the unrestricted right of assigning this lease at any time, and in the
event of such assignment, the Lessor shall be relieved of all liabilities hereunder.
(b) This contract shall bind the Lessor and its assigns or successors, and the Lessee and
assigns and successors of the Lessee.
(c) It is understood and agreed between the parties hereto that time is of the essence of this
contract and this applies to all terms and conditions contained herein.
(d) It is understood and agreed between the parties hereto that written notice sent by
certified or registered mail, or hand delivered to the premises leased hereunder, shall constitute
sufficient notice to the Lessee, and written notice sent by certified or registered mail or hand
delivered to the office of the Lessor shall constitute sufficient notice to the Lessor, to comply with
the terms of this contract.
(e) The rights of the Lessor under the foregoing shall be cumulative, and failure on the part
of the Lessor to exercise promptly any rights given hereunder shall not operate to forfeit any of the
said rights.
(f) It is hereby understood and agreed that Lessee shall use no signs in connection with the
premises hereunder, except as same shall comply with provisions of Article 3, Division 18 of the
City of Clearwater Land Development Regulations, as may be amended from time to time, and
other applicable law, and such signs as Lessee may place inside the building, which signs shall be
subject to the prior approval of the Lessor.
(g) It is understood that no representations or promises shall be binding on the parties
hereto except those representations and promises contained herein or in some future writing
signed by the party making such representations or promises.
18. ESTOPPEL LETTER.
In the event Lessor shall obtain a loan from an institutional lender, and if the following shall
be a requirement of such loan, the Lessee agrees to execute an estoppel letter in favor of the
lender verifying the standing of the lease, the terms thereof, and all amounts paid thereunder and
such other matters as may be reasonably requested.
19. INDEMNIFICATION.
The Lessee shall indemnify the Lessor against all liabilities, expenses and losses incurred
by the Lessor arising out of or related to the leased premises or Lessee's use or occupancy
thereof, to include but not being limited to (a) failure by the Lessee, or its agents, to perform any
provision, term, covenant or agreement required to be performed by the Lessee under this
agreement; (b) any occurrence, injury or personal or property damage which shall happen in or
about the leased property or appurtenances resulting from the condition, maintenance,
construction on or of the operation of the leased property; (c) failure to comply with any
requirements of any governmental authority or insurance company insuring the leased property or
its contents; (d) any security agreement, conditional bill of sale or chattel mortgage or mechanic's
lien connected with Lessee, its obligations or operations, filed against the leased property, fixtures,
equipment or personalty therein; and (e) any construction, work, alterations or improvements by
Lessee on the leased property. Such indemnification shall include reasonable attorney's fees for all
proceedings, trials and appeals.
20. "AS IS" CONDITION.
Upon the effective date hereof, Lessee accepts the leased premises on and in an "as is"
basis, and Lessor shall have no obligation to improve, remodel or in any manner repair or maintain
any improvements, mechanical, electrical, safety or other appurtenances within and about the
leased premises.
21. CONSTRUCTIVE EVICTION.
Lessee shall not be entitled to claim a constructive eviction from the premises unless
Lessee shall have first notified Lessor in writing of the condition or conditions giving rise thereto
and, if the complaints be justified, unless Lessor shall have failed within a reasonable time after
receipt of such notice to remedy such conditions.
22. JANITORIAL EXPENSES.
Lessee shall either obtain or perform janitorial services for the leased premises at its
expense.
23. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
24. CAPTIONS.
The paragraph captions used throughout this lease are for the purpose of reference only and are
not to be considered in the construction of this lease or in the interpretation of the rights or
obligations of the parties hereto.
27. NO HAZARDOUS MATERIALS.
The Lessee herewith covenants and agrees that no hazardous materials, hazardous waste,
or other hazardous substances will be used, handled, stored or otherwise placed upon the property
or, in the alternative, that such materials, wastes or substances may be located on the property,
only upon the prior written consent of the Lessor hereunder, and only in strict accord and
compliance with any and all applicable state and federal laws and ordinances. In the event such
materials are utilized, handled, stored or otherwise placed upon the property, Lessee expressly
herewith agrees to indemnify and hold Lessor harmless from any and all costs incurred by Lessor
or damages as may be assessed against Lessor in connection with or otherwise relating to said
hazardous materials, wastes or substances at anytime, without regard to the term of this lease.
This provision shall specifically survive the termination hereof.
28. CONFORMANCE WITH LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the life of
this Contract.
29. ATTORNEY'S FEES.
In the event that either party seeks to enforce this Contract through attorneys at law, then
the parties agree that each party shall bear its own attorney fees and costs.
30. GOVERNING LAW.
The laws of the State of Florida shall govern this Contract; any action brought by either
party shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set
forth above.
AS TO LESSEE:
BOTTLENOSE PRODUCTIONS, LLC
By: rod ick Jo Von, Co-President
AS TO LESSOR:
CITY OF CLEARWATER, FLORIDA
Countersigned:
r
• By:
Frank V. Hibbard, Mayor -William B. Horne II, City Manager
Ap ved as to form: Attest:
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Laura Mahony, Assistant C' Attorney Cy a E. Goudeau, City Clerk
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