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10/18/2006 Lease Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: January 23, 2007 TO: Ty Symroski, Director Growth Management Division ATTN: Mayra Tezanos Executive Assistant FROM: Pamela G. H~ Deputy Cle.(:j) At the October 18, 2006, Board of County Commissioner's meeting the Board granted approval and. authorized execution of a Lease between Monroe County and Vantage Property Development, LLC for the top floor of 20811 11ft k, efttle, 21460 Overseas Highwav. Cudjoe Key for the Building Department and other county staff involved with issuing building permits in the Lower Keys. Enclosed is a duplicate original of the above-mentioned for your handlling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney Finance Filel LEASE SUMMARY PAGE LANDLORD: Vantage Property Corporation Development, LLC, a Florida ADDRESS: 20844 4'h Avenue West, Cudjoe Key, Florida 33042 TENANT: MONROE COUNTY PROPERTY LOCATION: 21460 Overseas Highway, Cudjoe Key FL 33042 TERM ORIGINAL: Ten (10) Years, commencing January 1, 2007 and ending December 31, 2016. RENT: FIRST YEAR: $163,958.00,annual rent; $13,663.00 per month Second through Tenth Year: annual increase by cpr SECURITY DEPOSIT: NA PURPOSE: Office space for use by Tenant Monroe County with access by the public. PREPARATION OF PREMISES: Landlord will build out the second floor to Tenant's specifications as attached on Exhibit "Au including finished and painted walls, finished and tiled baths and fixtures, HVAC, separate electric meter, windows that open, doors and windows to at least 155 mile per hour winds, all electric wiring and lighting including emergency lighting, finished flooring as chosen by tenant, 60 KW propane fueled generator to serve the building including the leased premises and a 1,000 gallon gas tank to serve the generator, premises to be ADA compliant. 21460 Overseas H wy 1 20061011sg LEASE THIS LEASE made and entered into by and between Development LLC, a Florida corporation (Landlord) and political subdivision of the state of Florida (Tenant) WIT N E SSE T H: 1. LEASEHOLD PREMISES. Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord, 7,287 square feet of commercial space comprising the entire top (second) floor and a 50% undivided share of the stairs and cornmon facilities of those premises which are located at 21460 Overseas Highway, Cudj oe Key, Florida 33042 (the "Premises"), and more particularly shown on Exhibit "AU , and the Lease Summary attached hereto and incorporated by reference, including parking spaces at the Premises for use by Tenant and the public, and including three bays which may be used for storage or parking under the building. 2. TERM - RENEWAL. The term of the lease commences January 1, 2007. The original lease term hereof shall be Ten (10) years, to and through December 31, 2016. Tenant may renew this lease at its option for two periods of five (5) years each upon terms to be negotiated by the parties. 3. RENT. The annual rent for the lease term shall be One Hundred Thousand Sixty - three Thousand Nine Hundred Fifty - eight Dollars 1$163,958.00). The rent shall be payable monthly in arrears in equal payments of Thirteen Thousand Six hundred Sixty-three dollars 1$13,663.00) upon receipt of a proper invoice pursuant to the Local Government Prompt Payment Act FS 218.70, et seq. County is not subject to sales tax or ad valorem taxation. On the 1st day of January, 2008, and annually thereafter, Landlord may increase the base rent by the increase in the Consumer Price Index, if any. Consumer Price Index shall mean the "Consumer Price Index for All Urban Consumers, U.S. City Average, all items (1967=100)" issued by the Bureau of Labor Statistics of the United States Department of Labor. In the event the Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the Percentage Increases (defined above) shall be made with the use of such conversion factor, formula, or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice Hall, Inc., or, failing such publication, by any other nationally recognized publisher of similar statistical information. For any partial month within Vantage Property MONROE COUNTY, a 21460 Overseas Hwy 2 2006101lsg the term hereof said rent shall be payable on a prorated basis. All rents shall be paid when due and interest for late payments shall be as set by the Florida Local Government Prompt Payment Act. Payment under a multiple year agreement is contingent upon annual appropriation by the Board of County Commissioners. In the event that funds cannot be obtained, are not appropriated by the Board of County Commissioners, or cannot be continued at a level sufficient to pay the lease price, this lease may be terminated by the Tenant providing to Landlord at least six months prior written notice of the termination. In the event of termination for lack of funding or non-appropriation within the first five years of the lease term, Tenant shall pay Landlord Thirty Thousand Dollars ($30,000.00) 4. SECURITY DEPOSIT. No security deposit is required. 5. INCREASED COSTS OF LANDLORD. County shall not withhold approval of any reasonable amendment to address economic changes due to costs not ascertainable with reasonable certainty at the execution of this lease. There shall be a review of the terms of the lease and re-negotiation in January, 2008 to address such non-ascertainable costs. This does not include utilities. 6. UTILITIES. Landlord shall pay all charges for water, sewer, and solid waste used at the Premises during the lease term. Tenant shall pay its own electric bill. Landlord shall pay the cost of filling the tank for propane gas. If gas is used during emergencies, tenant shall pay for fifty percent (50%) of the amount used. 7. ACCEPTANCE OF THE PREMISES: Tenant shall provide a list of items which have not been completed pursuant to the plans attached as Exhibit "A" and Landlord shall promptly complete same. Tenant may withhold rent until the building is complete as designed, or the date of occupancy and rent due shall be changed by amendment to this Lease. 8. USE OF PREMISES. Tenant is using the premises for county offices. After hurricanes or other disasters, it is necessary that this office be operational. Landlord shall operate the generator to render the premises functional, and shall instruct the Tenant on the use of the generator in Landlord's absence. Tenant shall not use the premises, or permit any part of such premises to be used for any unlawful or hazardous purpose, nor shall Tenant operate or conduct its business in a manner constituting a nuisance of any kind. The use of the premises permitted hereunder is any lawful use, provided said use is properly permitted and licensed by Monroe County and/or 21460 Overseas Hwy 3 20061011sg any other applicable governmental agencies. If Landlord finishes the building, roof and windows to withstand 155 mile per hour winds, and does not install hurricane shutters, Tenant may decide to purchase and install hurricane shutters. No use of the premises shall be made or permitted to be made, or acts done, that will cause a cancellation of any insurance policy covering the building; nor shall Tenant sell, or permit to be kept, used, or sold, in or about the premises, any article prohibited by the standard form of fire insurance policies. 9. ALTERATIONS AND REPAIRS. The Tenant will, at Tenant's sole cost and expense, keep that portion of the premises utilized by it in good repair and tenantable condition during the term of this lease. The Tenant will, at the termination of this lease return the premises to the Landlord in as good condition as when received, ordinary wear and tear excepted. Tenant shall make no alterations, additions, or improvements to the premises without the prior written consent of Landlord. Alterations requiring Landlord's prior written consent include, but are not limited to, structural or cosmetic alteration to the premises and any alteration or decoration, whether exterior or interior, which is visible from outside of the building. All additions, changes, and other improvements erected or placed on the premises shall remain thereon and shall not be removed. At the expiration of this lease all such improvements shall be the property of the Landlord, at the Landlord's option. In the event the Landlord so elects, the Tenant shall remove such improvements from the property and restore the property to its original condition all at Tenant's expense. 10. SIGNS. Landlord shall clearly identify the address of the premises with numerals that can be readily seen from the street. Landlord shall allow signage clearly identifying the Tenant's offices and services provided. Tenant shall pay its proportional cost of signage and shall pre-approve the design. Landlord shall obtain two written quotes for the proposed signage and provide documented invoices and receipts in order to be reimbursed by Tenant. 11. MAINTENANCE. Tenant shall maintain the interior of the premises, and shall make all necessary repairs therein, including without limitation, maintenance and repair of interior walls, windows, and doors. Tenant shall provide monthly maintenance to the filters for the air conditioning units within the premises. Tenant shall be responsible for cleaning the interior of the premises and maintaining all light fixtures in working order. Landlord is 21460 Overseas Hwy 4 20061011sg responsible to maintain and repair the exterior walls, windows, and roof of the building, as well as the electrical wiring, the plumbing system serving the premises, air conditioning condensers, ducts, and air handlers, elevator including inspections and certifications, stairways, generator and propane tank, and structural foundations. Landlord shall maintain the landscaping, parking lot and everything outside the building. Landlord shall furnish to Tenant emergency contact information for the above repairs and maintenance in the event Landlord cannot be reached. 12. INSURANCE. Landlord shall obtain and keep in force, insurance coverage insuring against any loss or damage to the premises caused by fire, windstorm, flood, or other such hazards, as well as a policy of comprehensive public liability insurance in the amount of One Million Dollars ($1,000,000.00) insuring Landlord with Tenant as an additional insured against any and all claims for damages to person or property, or loss of life or of property, occurring upon, in or about the premises. Such insurance shall be with a company licensed to do business in the State of Florida and having an A.M. Best rating of A-VI or better. It shall be the exclusive obligation of Tenant to insure any and all contents of the leasehold premises and it is hereby agreed that the Landlord shall have no liability for loss or damage to the same from any cause whatsoever. Tenant shall carry sufficient liability insurance or shall self insure for damages caused to persons or property by its negligent acts or omissions on the premises. 13. DESTRUCTION OR DAMAGE. A. If the premises are, or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord and this lease shall continue in full force and effect except as hereinafter set forth. B. If the premises are partially damaged or rendered partially unusable by fire or other casualty insured under the coverage obtained by the Landlord, the damages thereto shall be repaired by Landlord, to the extent insurance proceeds are available. Landlord will make the repairs and restorations with all due speed, subject to delays due to adjustment of insurance claims, labor troubles, and causes beyond Landlord's control. After any such casualty, Tenant will cooperate with Landlord's restoration by removing from the premises as promptly as possible, all of Tenant's salvageable inventory and moveable equipment, furniture and other property. 21460 Overseas H wy 5 200610IIsg C. If the premises are rendered wholly unusable or, if the building be so damaged that the Landlord shall decide to demolish it or rebuild it, then, in such event, Landlord or Tenant may elect to terminate this lease by written notice to the other given within 90 days of such fire or casualty, specifying a date for the expiration of the lease, which will not be more than 60 days after giving such notice, and upon the date specified in such notice the term of the lease will expire fully and completely as if such date were the date set forth above for the termination of this lease. In such event, Tenant will forthwith quit, surrender and vacate the premises without prejudice however to Landlord1s rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing will be paid up to such date. D. Tenant acknowledges that Landlord will not carry insurance on Tenant's inventory and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by the Tenant, and agrees the Landlord will not be obliged to repair any damage thereto or replace the same. 14. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an event of default hereunder: A. Discontinuance by Tenant of the conduct of its business in the premises, for a period of thirty days or longer. B. The filing of a petition by or against Tenant for adjudication as a bankrupt or insolvent, or for its reorganization or for the appointment of a receiver or proceedings under Chapter X and/or Chapter IX of the Federal Bankruptcy Law; an assignment by Tenant for the benefit of creditors; or the taking possession of the property of Tenant by any governmental officer, court appointed receiver or agency pursuant to statutory authority for the dissolution or liquidation of Tenant. C. Failure of Tenant to pay when due any installment of rent hereunder or any other sum herein required to be paid by Tenant. D. Tenant 1 s failure to perform any non-monetary covenant or condition of this lease within ten (10) days after written notice and demand. E. Failure of Landlord to maintain the premises as set forth herein. 15. RIGHTS OF LANDLORD UPON DEFAULT BY TENANT. If the Tenant is in default as defined in subparagraphs A to D inclusive of Paragraph 14 and if the same is not cured by the Tenant within five (5) days after written notice to the Tenant, the Landlord, in addition 21460 Overseas Hwy 6 20061011sg to all rights and remedies granted under the laws of the State of Florida shall have any or all of the following rights: A. To re-enter and remove all persons and property from the premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for loss or damage which may be occasioned thereby; and/or B. To terminate the lease and re-Iet the premises for account of the Landlord or within the sole discretion of Landlord the premises may be re-let for the account of the Tenant. 16. RIGHT TO DAMAGES IN THE EVENT OF TERMINATION. In the event of Landlord's termination of this lease for Tenant's breach hereunder, in addition to any other remedy otherwise available at law or equity, Landlord may recover from Tenant all damages incurred by reason of such breach, including the cost of recovering the premises. Tenant may recover its damages in the event that the building or portions of it become so deteriorated that it cannot conduct its business. In the event repairs must be done by Tenant on an emergency basis, the cost will be paid by Landlord, or shall be paid by adjustment of rent the following month. 17. ATTORNEY' S FEES AND COSTS. If any action at law or in equity shall be brought under this lease, or for or on account of any breach of, or to enforce or interpret any of the covenants, terms, or conditions of this lease, or for the recovery of possession of the demised premises, the prevailing party shall be entitled to recover from the other party, reasonable attorneys fees and costs, the amount of which shall be fixed by the court and shall be made a part of any judgment or decree rendered. 18. INDEMNIFICATION, HOLD HARMLESS. Subject to Section 768.28, Florida Statutes, Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant's use of the premises for the conduct of its business or from any activity, work, or other thing done, permitted or suffered by the Tenant in or about the building, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this lease, or arising from any act or negligence of the Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and from all and against all costs, attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding 21460 Overseas H wy 7 20061011sg brought thereon. Landlord shall indemnify Tenant, its officers, agents, servants and employees from any and all claims, damages and liability including those from any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of lease, or arising from any act or negligence of the Landlord, or an officer, agent, employee, guest or invitee of Landlord, and from all and against all costs, attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon. 19. WAIVER. The failure of either the Landlord or Tenant to insist in any one or more instances upon the strict performance of anyone or more of the obligations of this lease, or to exercise any right or election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such obligations of this lease, or of the right to exercise such election, but the same shall both continue and remain in full force and effect with respect to any subsequent breach, act or omission. 20. LIENS. Landlord and Tenant further agree that each will pay all of its own contractors, subcontractors, mechanics, laborers, materialmen, and all others. Each shall be responsible for all legal costs and charges, bond premiums for release of liens, and counsel fees reasonably incurred in the commencement or defense of any suit by either to discharge any liens, judgments, or encumbrances against the premises caused or suffered by the other party. The Tenant herein shall not have any authority to create any liens for labor or material on the Landlord's interest in the above-described property, and all persons contracting with the Tenant for the doing of work or the furnishing of any materials on or to the premises, and all materialmen, contractors, mechanics and laborers, are hereby charged with notice that they must look to the Tenant only to secure the payment of any bill for work done or materials furnished during the term of this lease. 21. EFFECT OF TENANT'S HOLDING OVER. Any holding over after the expiration of the term of this lease, with the consent of Landlord, shall be construed to be a tenancy from month to month, at the same monthly rent as required for the period immediately prior to the expiration of the lease. 22. PEACEFUL POSSESSION. So long as Tenant pays all of the rent and charges due and performs all of Tenant's other obligations hereunder, Tenant shall peaceably and quietly have, hold, and enjoy the premises throughout the term of this lease, without interference or hindrance by Landlord. 23. TRANSFER BY LANDLORD. Landlord shall give Tenant sixty (60) days notice of a possible transfer of ownership. In the event of termination of 21460 Overseas Hwy 8 20061011sg Landlord's ownership of the premises by operation of law or by bona fide sale of the premises or for any other reason, then Landlord shall be released from all liability and responsibility hereunder. In such event, Landlord's successor shall become liable and responsible to Tenant in respect to all such obligations of Landlord under this lease. 24. ASSIGNMENT OR SUBLET BY TENANT. Tenant may not assign this Lease in whole or in part, nor sublet any portion of the premises, without Landlord's prior written consent, which consent may not be unreasonably withheld if the assignment is to another governmental agency. The Tenant and signatory to this lease, and any subsequent assignees or sub lessees, shall remain liable to Landlord under the terms of this lease, regardless of the number of intervening assignments and subleases, without consent to such further assignments and subleases being required, unless and until Landlord expressly releases said Tenant, assignee or sublessee from liability under this lease, and such liability shall not be in any way affected or reduced by any modification of the lease between Landlord and the occupant assignee, even if such modification is made without the prior tenants' consent. Landlord's consent to any assignment, subletting, occupation, or use by another person, shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by any other person, or a waiver of any right of Landlord to deny such consent pursuant to the provisions hereof. If Tenant is an entity other than a natural person, a change in the controlling interest of said entity shall be deemed an assignment of this lease and thereby subject to consent by Landlord. 25. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT A. Subordination by Tenant. Tenant hereby subordinates its rights hereunder to the lien of any mortgage or mortgages, or the lien resul ting from any other method of financing or refinancing, now or hereafter in force against the premises, and to all advances made or hereafter to be made upon the security thereof. This shall be self- operative and no further instrument of subordination shall be required by any mortgagee. However, Tenant, upon request of any party in interest, shall execute promptly such instrument or certificates B. Estoppel Certificate. Within ten (10) days after request by Landlord, or in the event that, in connection with any sale, assignment or hypothecation of the premises by Landlord, an estoppel certificate shall be required from Tenant, Tenant agrees to deliver, in recordable 21460 Overseas H wy 9 2006101lsg form, an estoppel certificate to any proposed mortgagee, purchaser, or to Landlord, certifying (if such be the case) that this lease is in full force and effect and that there are no defenses or offsets thereon, or stating those claimed by Tenant, as long as those are factual statements when made. C. Attornment. In the event of a sale or assignment of Landlord's interest in the premises, or if the premises comes into the hands of a mortgagee, or any other person, whether because of a mortgage foreclosure, exercise of a power of sale, or other reason, Tenant shall recognize said mortgagee or other person as the same as Landlord hereunder. Tenant shall execute, at Landlord's request, any attornment agreement required by any mortgagee, or other such person containing such provisions as such mortgagee or other person requires. 26. PROHIBITION AGAINST INVOLUNTARY ASSIGNMENT. Neither this lease, nor the leasehold estate of Tenant, nor any interest of Tenant in the demised premises, shall be subject to involuntary assignment, transfer, or sale by operation of law, or otherwise, (except through statutory merger or consolidation, devise, or intestate succession). Any such attempted involuntary assignment, transfer, or sale shall be void, and of no effect. 27. NOTICE. All notices or demands given or sent by either party to the other under this lease, shall be deemed to have been fully given and/or sent, when made in writing and deposited in the United States mail, certified or registered and postage prepaid, or when received, via hand delivery or nationally recognized overnight courier and addressed as follows: TO LANDLORD: Walter P. Drabinski Vantage Property Development LLC 22814 Overseas Highway Cudjoe Key, FL 33042 TO TENANT: MONROE COUNTY ADMINISTRATOR 1100 Simonton Street Gato Building Key West, FL 33040 and to: DIRECTOR, Growth Management Gato Building 1100 Simonton Street 21460 Overseas Hwy 10 2006IOIlsg Key West, Florida 33040 28. WAIVER OF JURY TRIAL. EXCEPT AS PROHIBITED BY LAW, LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE, THIS WAIVER BEING A MATERIAL INDUCEMENT FOR LANDLORD TO ENTER INTO THE LEASE. Venue shall lie in the appropriate court or before the administrative body in Monroe County, Florida. Mediation proceedings initiated and conducted pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Cireui t Court in Monroe County. This lease agreement and causes of action arising out of it are not subject to arbitration. 29. REMEDIES CUMULATIVE. All remedies conferred on Landlord herein shall be deemed cumulative and shall not be exclusive of any other remedy conferred by law. 30. ENTIRE AGREEMENT / PARTIES BOUND. This lease contains the entire agreement between the parties hereto and all previous negotiations leading hereto and it may be modified only by an agreement in writing signed by the Landlord and Tenant. The covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, administrators and legal assigns of the parties to this lease. 31. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. BALANCE OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW 21460 Overseas Hwy 11 20061011sg IN WITNESS WHEREOF, the Landlp;:-d li~ executed these presents on this 2006. Signed, sealed and delivered in the presence of: ~s~u~\=.,. Witness as to Landlord ---5AcQV E:W'O€ SruILLE:-'D Print Name c -::" i ! ATTEST: DANNY L. KOLHAGE, CLjK /J By: G~~~ Deputy Clerk Cl C~ Cl U Ld Cl::::: "" C:,r L.>._ c'J tw ....l w.... C) C) LIJ <! CJ _J ,-~'r 4- 'i....:~ _. ':.)]0-- .---', "':1"" ':.:~::=:s .wo __l.(..) yo >-:::iw :=<..:>0 z a:: -0:: Z c 0 :I: :c 0... C") "" :z: <: ..., ..... c:> => .... 21460 Overseas Hwy 12 and Tenant, hyVf duly day of tJcI'D/UA... signed and "LANDLORD" Vantage Property Development, LLC By: O&t..1J~ signa~re '0 Lj...H'4!r f. :i>r~/)I.lk.; J J~i'J.,.. ( Print Name and Title Date: /1:>/ I ~ 0-6 . "TENANT" : MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By: ~ Mayor OCT 1 8 2006 Date: MONROE COUNTY ATTORNEY APP VEO AS TO FORM: " S AN M. GRIMSL Y ASSISTANT COUNTY ATTORNEY Dale /d -/ ~'OG! 200610IIsg ~~ I i~~ ~~!l ~li ~'t:lJ!l "'t. a ij :s j 6 ~ i i .i <; ! ~ J f ~ -...; Ii>' .....;;;I~ .~ ~ ~ !';;I; ... " o 0) p.; a: p.;,,<? "'Ii>'~ ~O'" ,e= ;>oa EXHIBIT "A"