BUSINESS LEASE CONTRACTBUSINESS LEASE CONTRACT
THIS LEASE CONTRACT, entered into this ao day of Qk,At--, , 2011 by and
between the CITY OF CLEARWATER, FLORIDA, a Florida municipality, as Lessor, and DAVID
ALLBRITTON BUILDING CONTRACTOR, INC., 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 704 Court Street, Clearwater, Pinellas County,
Florida 33756, being more specifically described as follows:
A Portion of Lots 2, 3, 8 and 9, Block 11, MAGNOLIA PARK, as recorded in Plat
Book 3, Page 43, of the Public Records of Pinellas County, Florida, being more
particularly described as follows:
From the Southwest corner of said Block 11, run thence East 73.45 feet for the
Point of Beginning: Thence run N 00°15'12" E, 314.34 feet to the South right-of-way
line of Franklin Street, also being the north line of said Block 11; thence S 89°58'00"
E along said north line of Block 11, 58.82 feet; thence S 00°52'44" E, 314.34 feet to
the North right-of-way line of Court Street, also being the South line of said Block 11;
thence West along said South line of Block 11, 65.03 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 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, City
of Clearwater, Florida, a Florida Municipality, and Court Street Enterprises, Inc., a Florida
Corporation (note, David Allbritton is a principal in both Court Street Enterprises, Inc. and David
Allbritton Building Contractor, Inc.) entered into the day of , 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.
2. RENT.
Lessee agrees to pay and 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 the conduct of the business operations of David
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Allbritton Building Contractor, Inc., a Florida corporation and the assumption and continuance by
David Allbritton Building Contractor, Inc. of certain aspects of the business operations of Court
Street Enterprises, Inc., at the leased property.
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.
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.
Excepting the continuation of the current business operations at the leased property, and
the short term month to month subleases to subtenants identified in Exhibit "A" attached hereto,
the Lessee shall not, without first obtaining the written consent of Lessor, assign, mortgage,
pledge, or encumber this lease, in whole or in part, additionally 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.
Excepting the continuation of the current business operations at the leased property and
subtenants identified in Exhibit "A", if the premises are sublet or occupied by anyone other than
Lessee or others not in accord with Lessee's business operations, other than 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.
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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 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
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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 and as further stated hereafter under Paragraph 13.
Maintenance. 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
premises, or of the walls or the building caused by any wrongful 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
"B" attached hereto and made a part hereof as if said document were fully set forth at length
herein.
13. MAINTENANCE.
Lessee shall reasonably maintain, but not repair, the foundation, outer walls, roof and buried
conduits of the premises. However, the Lessee will not be responsible to make structural, major
component, or system repairs. 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 bome
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, and minor repairs, but not
replacements, will be at Lessee's expense. It is the further agreement of the Parties to this Lease that
neither Party shall be called upon to make repairs in the instance that the needed repair interferes or
prevents occupancy, rendering the premises uninhabitable. In such a case, either Party may terminate
the Lease and the Lessee and subtenants shall vacate as if the Lease has expired. 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, to such
an extent that it cannot be rebuilt or repaired within one hundred twenty (120) days after the date of
such destruction, either party may terminate this lease.
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 repaired within one hundred twenty (120) days after the date
of such destruction, the lease shall be void or voidable, but not terminated, except as otherwise
provided herein. If the Lessee intends to rebuild or repair the premises at lessee's expense, Lessee
shall, within fifteen (15) days after the date of such damage, give written notice to Lessor of the intention
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to rebuild or repair 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. If, after
rebuilding or repairing has commenced, such rebuilding or repairing cannot be completed within one
hundred twenty (120) days after the date of commencement, the Lessor, at Lessor option, may
terminate the lease.
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, 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 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.
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(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 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 sixty (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)lt 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
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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 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,
or Leasee's subtenant's, 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.
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24. JANITORIAL EXPENSES.
Lessee shall obtain janitorial services for the leased premises at Lessee 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 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.
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.
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33. SECURITY DEPOSIT
At time of commencement Lessee shall pay to Lessor the sum of $25,000.00 ("Deposit") to
secure Lessee's faithful and timely compliance with all the provisions hereof, including without
limitation, the surrender of possession of the premises to Lessor as herein provided. If Lessor
applies any part of the Deposit to cure any default of Lessee, Lessee shall on demand deposit
with Lessor the amount so applied so that Lessor shall have the full deposit on hand at all times
during the term of this Lease. In the event of default by Lessee, and Lessee's failure to cure such
default upon notice thereof, Lessor may retain all or a portion of the deposit, at the sole
determination of Lessor, in addition to any other legal remedies available to Lessor. In the event
of no default by Lessee under provisions of this Lease, all monies on deposit with Lessor shall be
returned to Lessee not later than 15 days following final lease termination and vacation of
premises by Lessee.
IN WITNESS WHEREOF, the parties hereto have executed this Business Lease Contract
as of the date set forth above.
LESSEE:
David Allbritton Building
Contractor, Inc.
By
David Allbr , President
Countersigned:
CITY OF CLEARWATER, FLORIDA
By - _-
. ;?? Frank V. Hibbard, Mayor William B. Home, II, City Manager
Approve as to farm:
Laura Mahony, Assistant Ci Attorney
Attest:
Rosemarie Call,
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EXHIBIT "A"
subtenants
Studio #1 - Art Whitney - Music Rehearsal Studio
Studio#2 -- Jack Higgins - Music Rehearsal Studio
Studio #3 - James Michael Berretta - Music Rehearsal Studio
Studio #6- Josh King - Music Rehearsal Studio
Studio#7 - Dan Nash - Music Rehearsal Studio
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EXHIBIT "B"
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 $50,000, if available, with a deductible amount of up to but not more than
$2,500, 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
property 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. As stated, the Property Insurance amount provided for above is intended to represent
potential demolition expenses to be incurred by the City, and therefore, said amount shall be
determined by the City Engineer, in his sole discretion. 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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