BUSINESS LEASE CONTRACTBUSINESS LEASE CONTRACT
THIS LEASE CONTRACT, entered into this 40 day of 2011 by and
between the CITY OF CLEARWATER, FLORIDA, a Florida municipality, as Lessor, and TIMES
PUBLISHING COMPANY, a Florida corporation, as Lessee.
WITNESSETH:
That the Lessor does lease to the Lessee the following premises consisting of the land and all
improvements thereon addressed at 710 Court Street, Clearwater, Pinellas County, Florida 33756,
being more specifically described as follows:
Part of Lot 3 lying East of Railroad, all of Lots 4, 5, 6 and 7, PLUS the East 27 feet of
Lots 3 and 8, Block 11, MAGNOLIA PARK SUBDIVISION; together with Lot 3 LESS
the West 4 feet, all of Lots 5, 6, 7 and Lot 8 less the west 4 feet, Block 8, MAGNOLIA
PARK SUBDIVISION, according to the plat thereof as recorded in Plat Book 1, Page
70, Public Records of Pinellas County, Florida.
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 one (1) year; which term will commence on the day of closing
of that certain Contract For Purchase of Real Property by and between the parties entered into the
9-0 day of J-VnC- , 2011, and shall continue until midnight on the 365th day
thereafter If Lessee is not in default of any lease provision, Lessee shall further have the privilege
and option of terminating this lease upon giving Lessor not less than sixty (60) days written notice
prior to vacating the lease premises, and fully paying any and all costs, including, but not limited to,
rent, utilities, taxes and insurance expenses for which Lessee is responsible, through the effective
date of termination.
2. RENT.
The Lessee agrees to pay and the Lessor agrees to accept as rent during the term of this
lease, the sum of One and 00/100 Dollars ($1.00), the receipt and sufficiency of which is hereby _
acknowledged.
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: The premises will be
used by Lessee in continuance of its operations to gather, publish and distribute the St. Petersburg
Times newspaper, together with all other currently available print and electronic publications as
Lessee deems appropriate and desirable.
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4. UTILITIES.
Water, sewer, electric, gas, telecommunications 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. TAXES.
Lessee shall be responsible for and pay any and all real property taxes that may be assessed
and levied on the real property encompassing the demised premises, together with all tangible
personal property taxes due and owing during calendar year 2011, and throughout the full term
hereof, either as fee owner or as Lessee pursuant to the leasehold created by this document.
Anything herein to the contrary notwithstanding, ad valorem taxes due and owing for the year 2012
shall be prorated between Lessee and Lessor upon termination occurring in 2012.
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.
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 withhold such consent at its 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, other as consented to by
Lessor in writing, as required, it shall be deemed that 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.
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
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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.
9. RISK OF LOSS.
All of Lessee's personal property, whether present within or upon the lease premises as of the
commencement date hereof, or placed or moved onto or into the premises at any time during the
term hereof, 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 or any loss or damage resulting to the Lessee or its property from bursting, stopped up or
leaking water, gas, sewer or steam pipes unless the same is due to the negligence of the Lessor, its
agents, servants or employees.
10. RIGHT OF ENTRY.
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, or of said building, or to exhibit said
premises. The 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 represents that the premises leased are in good, sanitary and tenantable condition for
use by Lessee. Lessee's acceptance or occupancy of the leased premises shall constitute a
recognition of such condition. Lessee hereby accepts the premises in the 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. Lessee agrees to make good to said Lessor immediately upon demand, any
damage to water apparatus, or electric lights or any fixture, appliances or appurtenances of said
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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.
12. INSURANCE.
Lessee agrees to comply with all terms, provisions and requirements contained in Exhibit "A"
attached hereto and made a park hereof as if said document were fully set forth at length herein.
13. MAINTENANCE.
Lessor shall keep the foundation, outer walls, roof and buried conduits of the premises in good
repair. Lessor shall not be required to incur any expenses related to such maintenance/repair in
excess of $5,000 during the term of this Lease, it being understood that the premises will be razed by
Lessor; to the extent that such costs are projected to exceed said amount, Lessor shall have the right
to terminate this Lease at its option without incurring said charges, or any other costs or penalty. The
Lessor shall not be called on to make any such repairs occasioned by the negligence of the Lessee,
its agents, express or implied invitees, or employees. Lessee shall keep the inside of said premises
and the interior doors, windows and window frames of said premises in good order, condition and
repair and shall also keep the premises in a clean, sanitary and safe condition in accordance with law
and in accordance with all directions, rules and regulations of governmental agencies having
jurisdiction. The Lessee shall be responsible for providing all light bulbs used on the premises. The
plumbing facilities shall not be used for any other purposes than that for which they are constructed
and no foreign substances of any kind shall be thrown therein, and the expense of any breakage,
stoppage or damage resulting from the violation of this provision shall be borne by the Lessee. The
heating and air-conditioning system and plumbing facilities shall be under the control of Lessee, and
Lessee agrees that all operation, upkeep, repairs and maintenance will be at Lessee's expense...;
Lessee shall not be required to incur any capital expenses in the nature of replacements in excess of
$5,000 during the term of this Lease, it being understood that upon the termination hereof, the
premises will be razed by Lessor; to the extent capital costs are projected to exceed said amount,
Lessee shall have the right to terminate this Lease at its option without incurring said charge or
charges. In the event Lessor pays any monies required to be paid by Lessee hereunder, Lessor shall
demand repayment of same from Lessee and Lessee shall make payment within ten (10) days of
receipt of said demand. Lessee's failure to make such repayment within the ten (10) day period shall
constitute a default under the terms of this lease.
14. DESTRUCTION OF PREMISES.
In the event that the building should be totally destroyed by fire, earthquake or other cause,
this lease shall be terminated.
In the event that the building should be partially damaged by fire, earthquake or other cause,
but only to such an extent that it can be rebuilt or repairedwith the property insurance proceeds as
provided for in Exhibit "A" ($200,000 less the deductible, "Property Insurance Proceeds"), the lease
shall be void or voidable, but not terminated, except as otherwise provided herein. Lessee shall,
within fifteen (15) days after the date of such damage, give written notice to Lessor of its intent to
vacate and not to rebuild or repair, or of its intention to rebuild or repair the premises with said
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insurance proceeds, and shall proceed with reasonable diligence to restore the building and other
improvements to substantially the same condition as existed immediately prior to the destruction.
During the period of rebuilding or repairing, there shall be no diminution of rents and Lessee shall
maintain the required level of insurance at all times during its occupation. Rebuilding or repairing
shall be completed within one hundred twenty (120) days after the date of commencement, or the
Lessor, at Lessor option, may terminate the lease. If Lessee does not provide said notification of
rebuild and repair, or elects not to rebuild or repair, this Lease shall be terminated. In no instance
shall Lessor be responsible to rebuild or repair or for any costs and expenses associated with
rebuilding or repairing the Property. In all instances where the option by to rebuild is not exercised by
the Lessee or said costs exceed the Property Insurance Proceeds, the Property shall be deemed
totally destroyed and the Lessor shall be the sole beneficiary of the insurance as a contribution
towards demolition of the subject building.
15. EMINENT DOMAIN.
If the whole or any part of the premises hereby leased shall be taken by any public authority
under power of eminent domain, then the term of this lease shall cease on the part so taken from the
date title vests pursuant to such taking, and the rent and any additional rent shall be paid up to that
day, and if such portion of the demised premises is so taken as to destroy the usefulness of the
premises for the purpose for which the premises were leased, then from that day the Lessee shall
have the right to either terminate this lease or to continue in possession of the remainder of the same
under the terms herein provided. The parties agree that the Lessee shall not be entitled to any
damages by reason of the taking of this leasehold, or be entitled to any part of the award for such
taking, or any payment in lieu thereof.
16. SUBORDINATION.
This lease and the rights of the Lessee hereunder are hereby made subject and subordinate
to all bona fide mortgages now or hereafter placed upon the said premises by the Lessor and any
other owner provided, however, that such mortgages 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.
17. DEFAULT; REMEDIES.
(a) If the Lessee shall violate any of the covenants of this lease and fail to correct such 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. Lessee shall thereupon 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 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.
(c) The 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
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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 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 three hundred sixty five (365) days notice of such intended use.
18. MISCELLANEOUS.
(a) The 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 any signs to be used by Lessee, except inside the
building, 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.
(h) It is hereby agreed that if any sum due from Lessee is not received by Lessor within five (5)
days after such amount shall be due, Lessee shall pay to Lessor a late charge equal to ten percent
(10%) of such overdue amount. The Lessor shall not be required to accept any sum not paid within
five (5) days subsequent of the date when due absent the simultaneous payment of this late charge.
The requirement for a late charge set out herein shall not be construed to create a curative period or
a grace period for the timely payment of any sum due hereunder.
19. SUBROGATION.
The Lessor and Lessee do agree that each will cause its policies of insurance for fire and
extended coverage to be so endorsed as to waive any rights of subrogation which would be
otherwise available to the insurance carriers, by reason of any loss or damage to the leased property
or property of Lessor. Each party shall look first to any insurance in its favor before making any claim
against the other party. Nothing contained herein shall in any way be considered or construed as a
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waiver or release by the Lessor of any and all of the other covenants and conditions contained in this
lease to be performed by the Lessee.
20. 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.
21. INDEMNIFICATION.
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.
22. "AS IS" CONDITION.
The Lessee accepts the leased premises on an "as is" basis as of the commencement date,
and Lessor shall have no obligation to improve or remodel the leased premises.
23. 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.
24. JANITORIAL EXPENSES.
Lessee shall obtain janitorial services for the leased premises at its expense.
25. SEVERANCE.
The invalidity or unenforceability of any portion of this lease shall in nowise affect the
remaining provisions and portions hereof.
26. 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.
29. 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.
30. CONFORMANCE WITH LAWS.
Lessee agrees to comply with all applicable federal, state and local laws during the life of this
Contract.
31. ATTORNEY'S FEES.
In any litigation arising out of this contract, the prevailing party shall be entitled to recover
reasonable attorney's fees and costs.
32. 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.
33. SECURITY DEPOSIT
The parties hereto, and Macfarlane Ferguson & McMullen, the closing agent ("Agent") of that
certain Contract For Purchase of Real Property transaction consummated between the parties on
, 2011, simultaneously being the commencement date hereof, mutually agree and
covenant that the Agent has retained $100,000 of purchase proceeds from the transaction in agent's
interest bearing trust account as assurance of Lessee's faithful compliance with the provisions
hereof. Upon Lessee faithfully filling all obligations imposed herein, and upon notice from Lessor not
later than 15 days following termination of this Lease, Agent shall release all remaining funds held by
agent, less accrued interest, to Lessee; provided, however, that Lessor has not incurred
substantiated costs for any damages or breach of this Lease created by Lessee during the term
hereof. Should Lessor's substantiated costs exceed the balance of funds on deposit with Agent,
Agent shall release the deposit and accrued interest to Lessor and Lessee shall make payment to
Lessor for the costs which have exceeded the released amount.
34. ESCROW AGENT
Escrow Agent is acting as a stakeholder only with respect to the Lease Deposit and shall have no
liability except for willful or wanton negligence. If there is any dispute as to whether Escrow Agent is
obligated to deliver the Lease Deposit or as to whom the Lease Deposit is to be delivered, Escrow
Agent shall refuse to make any delivery, and shall continue to hold the Lease Deposit in escrow until
receipt by Escrow Agent of an authorization in writing, signed by Lessor and Lessee, directing the
delivery of the Lease Deposit. In the absence of such authorization, Escrow Agent shall hold the
Lease Deposit until a final determination of the rights of the parties in an appropriate judicial
proceeding. If such written authorization is not given, or a proceeding for such determination is not
begun, within thirty (30) days of the last day for a disbursement, then Escrow Agent may commence
a proceeding to deposit the Lease Deposit in a court of competent jurisdiction pending such
determination. The party determined not to be entitled to the Lease Deposit shall reimburse Escrow
Agent for all costs and expenses of such proceeding, including, without limitation, reasonable
attorneys' fees and expenses, incurred by Escrow Agent. Upon delivery of the Lease Deposit in any
of the manners herein provided, Escrow Agent shall have no further liability or obligation hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Business Lease Contract as
of the date set forth above.
TIMES PUBLISHING COMPANY
Countersigned:
Frank V. Hibbard, Mayor
Approved as to form:
Laura Mahony, Assistant C6Y Attorney
By:
Print` 'KiAme T
Title y P -?- G F to
CITY OF CLEARWATER, FLORIDA
By:
William B. Horne, II, City Manager
Attest:
k-. ( 'aA
Rosemarie Call, City Clerk
Me
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EXHIBIT "A"
Lessee agrees to provide at Lessee sole cost and expense the following policy or policies of
insurance through firms authorized to provide such insurance within the State of Florida. If Lessee
presently maintains policies of insurance in amounts and coverages equal to or exceeding the
following, Lessee, upon Lessor approval and acceptance of such policies, and being designated as
"Additional Insured" under such policies, shall maintain such policies in force throughout the initial
term and extended term, if any, of the subject lease:
Property Insurance: Lessee shall procure and maintain for the full term of the Lease, Property
Insurance in the amount of $200,000.00, with a deductible amount of up to but not more than
$20,000, excluding Flood Insurance in acknowledgment that lease premises are largely outside of a
100-year storm event flood zone designation per FEMA Rate Map Community Panel No.
12103C0108G (Rev. 9/3/2003), it being understood and agreed that Lessee's obligation is to provide
insurance coverage in said amount, since Lessor, upon any casualty that makes the premises
uninhabitable is not obligated to rebuild, Lessee will terminate and vacate the premises at that point,
and the insurance amount is for razing and clearing the site, with no reconstruction intended. Lessor
shall be included and identified as Additional Insured under the policy and on the Certificate of
Insurance.
Liability Insurance: Lessee shall procure and maintain for the life of the Lease, General Liability
Insurance and Auto Liability Insurance, each in an amount of $1,000,000.00. These coverages shall
be on an "Occurrence" basis. 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.
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