08/28/2000 Lease Agrement
LEASE AGREEMENT
This Lease Agreement ("Lease") is made and entered into effective as of the 15th
day of September, 2000 between Southernmost, Ltd., a Florida Limited Partnership
whose address is 566 Sylvan Drive, Winter Park, FL 32789 ("Landlord"); and Monroe
County, Florida, whose address is 5100 College Road, Key West, Florida, 33040
("Tenant").
1. DEMISE AND PREMISES
A For good and valuable consideration, the Landlord hereby leases to the
Tenant, and the Tenant hereby leases from the Landlord, certain space being all of the
first floor (the "Premises") of the two-story building located at 1315 Whitehead Street,
Key West, Florida (the "Building"), all upon the terms and conditions contained herein.
The Premises, the Building, the immediately adjacent parking spaces and the real estate
upon which the Building and parking spaces are located are sometimes herein
collectively referred to as the "Property." Except as otherwise expressly provided
herein,}enant shall have no rights in or to the adjacent parcel located at 1316 Duval
Street(sFE ~Xf?18/7 ~ IY)
2. TERM
A Subject to and upon the terms and conditions set forth herein, this Lease
shall continue in force for a term beginning as of the 15th day of September, 2000 and
ending on the 30th day of September, 2005.
B. This Lease may be extended for two additional 2-year terms if Landlord
and Tenant mutually agree on the Rent and other terms and conditions for such an
extension. Failure for any reason to reach a mutual agreement shall not create any
claim or liability of any kind or character and this Lease shall terminate.
C. At any time after the third anniversary date of this Lease, being any time
after September 15, 2003, either party may terminate this Lease for any reason by
giving the other 6 months prior written notice of intent to terminate. Termination will be
effective 6 months after said written notice is given.
3. PREMISES AND BUILDING MAINTENANCE
A Tenant has had the opportunity to and has fully and completely inspected
the Property and, except as otherwise expressly provided herein, Tenant is leasing such
from Landlord in its existing condition. Landlord shall:
1. The Tenant will make modifications to a restroom to make it compliant with
the existing provisions of the Americans With Disabilities Act, then Landlord will
A\whithead. wpd
1
'II.; I;U.1 <.Ili.L
reimburse Tenant the actual costs incurred to do SO subject to a maximum
reimbursement of $1,000.00. The Landlord herein expressly agrees to maintain the
subject premises in full compliance with the Americans with Disabilities Act. Further the
Landlord sheil be liable for any cost or expenditure associated with said compliance.
However, in the event the total cost or costs associated with said compliance reaches
$5,000,00 during the term of this agreement, the Landlord shall have the option of
terminating this agreement as provided. Further, during the six (6) month notice period
the Landlord shall not be liable for any costs of said compliance above $5,000,00. '
2. The Landlord shall replace stained ceiling tiles.
3. Landlord shall have an indoor air quality assessment performed by a
licensed Certified Industrial Hygienist. Landlord shall provide corrective action to all
items indicated in the recommendation report at landlord's expense, including
completed positive fi:1al remediation report, However, in the event the total cost or costs
associated with said corrective action reaches $5,000,00 during the term of this
agreement, the landlord shall have the option of terminating this agreement. Further,
during me six (6) month notice period the landlord shall not be liable for any costs of
said compliance.
4, The Landlord herein expressly agrees to maintain premises in full
compliance with all safety codes and standards applicable to the premises. Further, the
Landlord shall be liable for any cost or expenditure associated with said compliance.
However, in the event the total cost or costs associated with said compliance reaches
$5,000.00 during the term of this agreement, the Landlord shall have the option of
terminating this agreement
In the event of termination of this Lease provided for herein the Tenant
shall pay rent up to the point and until the Tenant vacates the premises.
During the term of this lease Landlord shall be responsible for maintaining
(i) the exterior structure of the Building (including the roof), (ii) the incoming electric
service to the connection with the Building, (Hi) the exterior plumbing to the connection
with the Building and (iv) any maintenance or repairs needed to remedy damages or
problems caused by other tenants. All necessary repairs, maintenance, actions, and
costs required to maintain the Premises in good repair and condition, other than those
expressly provided to be performed by Landlord in this Section 3,A.. shall be arranged
for and paid for by Tenant.
8, Tanant, at its sole risk and expense, shall maintain the Premises in clean
and in good repair at all times. Tenant's obligations in this regards shall include, but are
not limited to, promptly obtaining and paying for directly the fol!owing: (i) broken glass
replacement, (ii) janitorial services and supplies, (iii) restroom supplies, (iv) carpet, tile
and other flooring cleaning, (v) interior painting, (vi) light bulb and light fixture
A:\whithead wpd
2
replacements as Tenant deems necessary, (vii) interior door repair and replacement
(including, without limitation, doors, frames, frames, and other components), (viii)
installation and repair of security systems deemed necessary by Tenant, (ix) hiring of
security services as may be required by Tenant, (x) pest control and extermination
services, (xi) telephone, facsimile, and computer installation and repairs, (xii) any and all
other materials, goods and services necessary to maintain the Premises in clean and
good repair and condition and (xiii) parking lot and grounds maintenance only in
connection with Tenant's designated parking spaces. Tenant shall be responsible for
closing all storm shutters and installing storm panels provided by Landlord in the event
of an impending storm.
Notwithstanding the provIsions contained above, the Tenant with the
assistance of the Monroe County Public Works Division, herein expressly agrees to be
liable for normal routine maintenance associated with operation of the air conditioning
system located on the subject premises, limited to cleaning, changing the filters, and
belts, as well as monthly cleaning of the drain, The Landlord herein expressly agrees to
be responsible for all costs associated with maintenance and operation of the air
conditioning system, including all electrical, mechanical components, coils, condensers,
and refrigerants. Landlord shall provide Tenant with the name of authorized/licensed a/c
contractor to be called for service as noted.
C. Tenant will obtain the prior consent of Landlord before performing any of
the following: (i) replacing carpet, tile, or other floor coverings, (ii) replacing doors or
windows, (iii) remodeling or otherwise modifying the Premises, (iv) relocating walls or
partitions, (v) changing colors, (vi) affixing signs to exterior walls, (vii) non-routine
carpentry work, (viii) changing door widths, (ix) changing interior or exterior light fixtures,
(x) installing or maintaining any electrically-operated equipment or any heavy equipment
of any kind including, without limitation, safes, vaults, or other machinery, except light
office machinery, and (xi) any other activity that might adversely affect the structure or
value of, or safety at, the Property.
D. All alterations, additions, improvements, decorations and installations,
including, but not limited to, doors, entrances, light fixtures, tile, carpets, partitions,
railings, air conditioning ducts and equipment (except movable furniture and fixtures put
in at the expense of Tenant and removable without defacing or damaging the Building or
the Premises) (hereinafter "Additions") shall become the property of Landlord at the
termination of this Lease. Landlord, however, reserves the option to require Tenant,
upon demand in writing, to remove all such Additions (including those not removable
without defacing or damaging the Building or the Premises) and to restore the Premises
and the Building to the same condition as when originally leased to Tenant, reasonable
wear and tear excepted; provided, however, Landlord shall not have the right to require
Tenant to remove any Additions which are initially installed by and for Tenant in order to
prepare the Premises for occupancy by Tenant in a manner which has been approved
by Landlord. Tenant agrees to restore the Premises and the Building immediately upon
the receipt of the said demand in writing at Tenant's own cost and expense and agrees
A:\whithead. wpd
3
in case of its failure to do so, that Landlord may do so and collect the cost thereof from
Tenant upon demand.
4. RENT
A. The agreed to rent to be paid by Tenant under this Lease shall include
monthly payments in arrears as follows:
1. Beginning September 15, 2000, prorated, and on the first day of
each month thereafter until September 14, 2001 the sum of $4,750.00 per calendar
month,
2. Beginning September 15, 2001 and each year thereafter the rent
will automatically increase, but not decrease, by the greater of (i) 3%, or (ii) the change
in the Consumer Price Index - U for all urban consumers, as first published, since the
prior June publication for such figure. By way of example, the rent for September 15,
2001 would be increased by the greater of (i) 3% or (ii) the change in the CPI-U index
from June 2000 to June 2001.
B. Tenant's utilities (water, solid waste and electric) will be separately
metered and will be paid directly by the Tenant to the supplying entity. The sewage bill
will be prorated by the Landlord/owner and billed to the County for the Tenant's usage
for the first floor only.
C. Rent payment shall be made directly to Landlord at the above address or
to such other agent or place as Landlord may designate. All Rent is due one month in
arrears and shall be paid on or before the first day of each month. Rent payments shall
be made in full without offset or deduction for any reason whatsoever. Landlord shall
have the right to apply any payment of Rent by Tenant to any amounts outstanding in
any order in Landlord's sole discretion. Acceptance by Landlord of any partial payment
of Rent shall not be deemed a waiver or satisfaction of the Tenant's obligation to pay all
remaining amounts of Rent.
D. Rent has been agreed to be based on the representation that Tenant will
provide to Landlord a sales tax exemption certificate and that Tenant will not have to pay
any sales tax on Rent paid hereunder.
5. USE.
A. Tenant shall use and occupy the Premises only as a court programs'
office, and/or other government business office and for no other purpose. In no event
will the Premises be used for incarceration or holding of inmates or detainees of any
kind. In the event the Tenant uses the Premises for purposes not expressly permitted
herein, the Landlord may terminate this Lease, or without notice to Tenant, restrain said
A:\whithead, wpd
4
improper use by injunction or other legal means. Tenant shall not do or permit anything
to be done in or about the Premises or the Property, nor bring or keep anything therein
which is not within the permitted use of the Premises, which may in any way increase
the existing rate of or affect any fire or other insurance upon the Premises, the Building,
or any of its contents, or the Property or cause a cancellation of any insurance policy
covering the Building or any of its contents or the Property or any part thereof. Tenant
shall not do or permit anything to be done in or about the Premises which may in any
way obstruct or interfere with the rights of other tenants or occupants of the Building or
the Property or injure or annoy them or use or allow the Premises to be used for any
improper, immoral, unlawful or objectionable purposes; nor shall Tenant cause, maintain
or permit any nuisance in or about the Property. Tenant shall not commit or allow to be
committed any waste in or upon the Property, In the event Tenant's permitted use of the
Premises increases the existing rate of or affects any fire or other insurance, then and in
that event Tenant agrees to pay said increase immediately upon demand by Landlord.
B. By occupying the demised Premises as a Tenant and moving into the
Building, or by installing fixtures, facilities, or equipment, or by performing finishing work,
Tenant shall be deemed to have accepted the same and to have acknowledged that the
Premises and the Building are conclusively in the condition required by this Lease. This
Lease does not grant Tenant any right of view, air or light over and about the Premises
or the Building. This Section 6. B. shall not limit Landlord's obligations in Section 3.A.
C. Tenant is accepting the Premises as-is, where-is, and except as expressly
provided herein, Landlord shall have no obligation to make any modifications or
alterations to the Premises as a result of current or future laws, regulations or
ordinances related to commercial office space.
D. Landlord and Landlord's agents shall have the right to enter the Premises
at all reasonable hours to examine the same, and Landlord and Landlord's agents and
workmen may enter at any time in the event of emergency and otherwise at reasonable
times when authorized by Landlord or Landlord's agents to make such repairs,
alterations or improvements in the Building as Landlord may in its sole discretion deem
necessary or desirable. If requested by Landlord, Tenant shall immediately proVide
Landlord with access to the interior space of the Premise, due consideration being given
for privileged and confidential information.
E. In the event Tenant desires to make any alterations, additions or
improvements to the Premises, Tenant shall, at Tenant's sole cost and expense, present
to Landlord design plans and specifications prepared by a licensed architect or engineer
(the "Specifications") for all such proposed alterations, additions or improvements. The
Specifications shall show all mechanical, electrical and structural changes required
therefore and shall be sealed and signed by Tenant's architect or engineer, Failure by
Tenant to submit its Specifications prior to construction shall constitute a default by
Tenant of this Lease. The Specifications shall be subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld. Upon approval by
A\whithead. wpd
5
Landlord of Tenant's Specifications, Tenant shall cause its contractor to construct ~II
improvements to be performed by Tenant in a good and workmanlike manner, free and
clear of all liens, claims and encumbrances. The Tenant shall, upon commencement of
construction of such improvements, diligently proceed to complete all of such
improvements in a good and workmanlike manner. No construction activity shall be
undertaken by Tenant without obtaining Landlord's prior written consent, and without
obtaining all necessary permits and approvals from all governmental agencies having
jurisdiction. All work described in the Specifications shall be performed by parties
holding appropriate licenses and/or certificates of competency where required by
applicable law.
6. NO LIABILITY
A. Tenant will not seek to hold Landlord liable for, and hereby waives and
releases any and all claims against Landlord under any theory of law or equity which
relates to, directly or indirectly (i) any latent or patent defect in the Premises, the
Building, or the Property (however, it shall be Landlord's responsibility, subject to the
limitations herein, to correct any latent defects within a reasonable time after such
defects are detected), (ii) any failure of water supply, electric current, communication
service, heating or air conditioning, elevator service, or any other service, (iii) any injury
or damage to person or property caused by fire or theft or by the elements or by other
tenants or persons in the Building or the Property, or resulting from termites or other
pests, or resulting from the operation of elevators, heating or air conditioning or lighting
apparatus, or from falling plaster, or from steam, gas, electricity, water, rain or
dampness, which may leak or flow from any part of the Building or the Property, or from
the pipes, appliances, or plumbing work of the same, or from any other place, (iv) the
acts or omissions of Tenant, Tenant's agents, employees, contractors, invitees,
licensees, or other occupants or tenants of the Building or the Property, and (v) any loss
or damage that Tenant may sustain by reason of the closing or darkening of any of the
windows in the Premises or the loss of ventilation through the erection of or any addition
to a new building on adjacent or nearby land or otherwise (and the same shall not
constitute an actual or constructive eviction). All goods, property and personal effects
stored or placed by the Tenant in or about the Building or the Property shall be at the
sole risk of the Tenant.
7. LIENS AND ENCUMBRANCES
A. All persons to whom this Lease may come are put upon notice of the fact
that Tenant shall never, under any circumstances, have the power to subject the interest
of Landlord in the Premises or any portion of the Building or the Property to any
mechanics' or materialmen's lien or liens of any kind. All persons who may hereafter,
during the continuance of this Lease, furnish work, labor, services or materials to the
Premises, or any portion of the Building or the Property upon the request or order of
Tenant, or any person claiming under, by or through Tenant, must look wholly to the
A\whithead. wpd
6
interest of Tenant and not to that of Landlord.
B. Tenant shall not permit or suffer to be filed or claimed against the
Premises or any portion of the Building or the Property during the continuance of this
Lease any lien, encumbrance, or mortgage of any kind arising out of the action or
omission of Tenant ("Lien"). If any such Lien be claimed or filed, Tenant covenants,
within the time described, to cause the Lien to be released, either through the, deposit
into court pursuant to statute of the necessary sums of money, posting a bond, or in any
other way which is competent legally to effect the release on the Premises, the Building
and the Property and each and every part thereof from the Lien ("Release"). The time
within which Tenant must effect such Release of the Premises, the Building, and the
Property as aforesaid, is as follows:
1. If the Lien shall have been evidenced through the giving of a written notice
of lien claim, and if such notice be filed in the public records of Monroe County, Florida,
then Tenant shall effect such Release from such Lien within thirty (30) days after the
time when such Lien shall have been filed in the public records.
2. If the Lien be evidenced, without notice having been given as aforesaid,
through the filing of a suit in any court having jurisdiction of the subject matter, in which
suit the Lien is asserted and sought to be enforced, then Tenant must effect the Release
within ten (10) days after the time when service of process shall have been completed
against Tenant or Landlord in the suit.
C. In the event that Tenant shall violate the terms and provisions of this
Section 7, such violation shall constitute an immediate default under this Lease. In such
event Landlord may take any action necessary to remove the Lien and add any and all
costs and expenses incurred in connection with such action to the Rent due hereunder
for the immediately following month,
D. Landlord shall lease said property free of liens, claims, and encumbrances.
8. INSURANCE
A. The Tenant shall procure and maintain at its expense and throughout the
term of this Lease the following insurance with the caveat that the Landlord recognizes
that the Tenant is self-insured up to the maximum that the Tenant can be held
liable for under Section 768.28, Florida Statutes:
1. Commercial general liability insurance which (a) insures against claims for
bodily injury, personal injury, advertising injury and property damage arising from the
use, occupancy or maintenance of the Premises or any other portion of the Property by
Tenant or any of its agents, employees, contractors, invitees and licensees, (b) insures,
without exclusion, damage or injury arising from heat, smoke or fumes from a hostile
A\whithead. wpd
7
fire, (c) has limits of not less than (i) $1,000,000 per occurrence,' (ii) $2,000,000 general
aggregate per location, (iii) $1,000,000 for personal and advertising injury liability, (iv)
$50,000 for fire damage legal liability, and (v) $5,000 for medical payments, which
minimum limits may be increased if recommended by Landlord's consultants or other
insurance professionals, (d) includes blanket contractual liability and broad form property
damage liability coverage, (e) contains a standard separation of insured's ("cross
liability") provision allowing suit by the additional named insured against the insured, and
(f) does not contain an employee liability exclusion which precludes coverage for
Landlord for accidents or injuries to employees or agents of Tenant.
2. Business auto liability insurance which insures against bodily injury and
property damage claims arising out of ownership, use or maintenance of any auto with a
combined single limit per accident of not less than $1,000,000;
3. Worker's compensation in statutory limits and employer's liability insurance
with limits of not less than $500,000 for each accident, $500,000 for each employee for
bodily injury by disease, and $500,000 policy limit for bodily injury by disease;
4. Umbrella excess liability insurance, in addition to and in excess of the
commercial general liability, business auto liability and employer's liability insurance
described above, which insures against claims for bodily injury, personal injury,
advertising injury and property damage and having limits of not less than (i) $5,000,000
per occurrence, and (ii) $5,000,000 for the annual aggregate;
5, All-risk property insurance covering all of Tenant's personal property,
inventory, equipment, fixtures, alterations and improvements at the Premises up to the
replacement value of such property; and
6. Business income and extra expense insurance with limits of at least 100%
of Tenant's gross revenue for a 12 month period.
B. Notwithstanding anything to the contrary in this Lease, Tenant waives all
rights to recovery, claims or causes of action against the Landlord and its, attorney-in-
fact, agents, trustees, executors, and personal representatives on account of any loss or
damage which may occur to the Premises, the Building, the Property or any
improvements thereto or to any personal property of Tenant to the extent such loss or
damage is caused by a peril which is required to be insured against by Tenant under this
Lease, regardless of the cause or origin (including negligence of Landlord). Tenant
covenants to the Landlord that, to the fullest extent permitted by law, no insurer of
Tenant shall hold any right of subrogation against Landlord. Tenant covenants to
Landlord that all policies of insurance maintained by Tenant respecting property damage
shall permit such waiver of subrogation, and Tenant agrees to advise all of its insurers
of the waiver and provide Landlord with written evidence of such waiver.
A:\whithead. wpd
8
9. INDEMNIFICA rlON OF LANDLORD
A. To the extent authorized by Section 768.28, Florida Statutes, Tenant shall
indemnify, defend and hold harmless Landlord, and Landlord's agents, trustees,
executors, personal representatives, general partners, limited partners, and attorney-in-
fact, of and from any and all fines, claims, demands, liability, cost or expense (including
but not limited to attorney's fees) and causes of action, of every nature whatsoever
brought by any person or entity, arising or growing out of, directly or indirectly, the
following: (i) the occupation or use of the Premises, the Building, or the Property and
every part thereof, by Tenant, (ii) any breach or violation of this Lease by Tenant, or (iii)
the conduct of Tenant's business. For all purposes of the indemnification granted
herein, the claims, demands, acts or omissions of Tenant's contractors, employees,
agents, servants, guests, clients and invitees shall be deemed to be those of the
Tenant. In any such event, the comparative negligence on the part of the Landlord or its
contractors, agents, trustees, executors, personal representatives, servants or
representatives shall not in any way limit or effect Tenant's obligation under this
indemnification,
B. In defending itself from any matter covered by this indemnification,
Landlord may select the counsel of its choice notwithstanding the fact that Tenant shall
cover such costs.
10. CASUAL TV
A. If 25% or less of the total square footage of the Premises is damaged by
fire, storm or other casualty for which Landlord has insurance during the term of this
Lease, then the following shall apply:
1. Landlord shall restore the Premises with reasonable promptness, taking
into account the time required by the Landlord to effect a settlement with, and to procure
any insurance proceeds from, any insurer against such casualty, to substantially the
same condition as existed immediately before such casualty; provided, however, such
obligation to restore shall be limited to the amount of available insurance proceeds, if
any, for such restoration. Landlord may temporarily enter and possess any or all of the
Premises for such purpose. Landlord shall not be obligated to repair, restore or replace
any fixture, improvement, alteration, furniture or other property owned or installed by the
Tenant. Notwithstanding anything herein to the contrary, Landlord has no obligation to
carry hurricane or flood insurance, and Tenant acknowledges and agrees that Landlord
probably will not carry such insurance.
2, The times for commencement and completion of any such restoration shall
be extended for the period of any delay arising due to force majeure (including, without
limitation, lack of labor, lack of materials, and permit delays) and other causes beyond
Landlord's reasonable control, and any delay in the receipt of insurance funds. If
A:\whithead. wpd
9
Landlord undertakes to restore the Premises, but such restoration cannot be
accomplished within 180 days after the casualty loss, then Tenant may terminate this
Lease by giving written notice thereof to the Landlord within fifteen (15) days after it
becomes apparent that restoration cannot be accomplished within said 180 days.
3. From the time of such casualty to the completion of restoration as
described above, Tenant's rental obligations shall be abated proportionately (25% or
less) for that portion of the Premises which is rendered untenantable as a result of the
casualty.
B. If more than 25% of the total square footage of the Premises is damaged
by fire, storm or any other casualty, whether or not there is insurance coverage, then,
unless Landlord and Tenant mutually agree otherwise, this Lease shall automatically
terminate on the date of the casualty causing such damage. Landlord will have no
obligation to restore the Premises or the Building to any prior condition, In such event
resulting in termination, (i) Tenant shall pay to Landlord the Rent payable by Tenant
hereunder and accrued through the date of such casualty and (ii) Landlord may enter
upon and repossess the Premises without further notice.
11. CONDEMNATION
A. If any or all of the Property are taken by the exercise of any power of
eminent domain or are conveyed to or at the direction of any governmental entity under
a threat of any such taking ("Condemnation"), the Landlord shall be entitled to collect
from the condemning authority thereunder the entire amount of any award or
consideration for such conveyance, without deduction therefrom for any leasehold or
other estate held by the Tenant under this Lease. The Landlord shall be entitled to
conduct any condemnation proceeding and any settlement connected therewith free of
interference from the Tenant, and the Tenant hereby waives and releases any right, if
any, which it has to participate therein. However, the Tenant may seek, in a separate
proceeding, a separate award on account of any damages or costs incurred by the
Tenant as a result of any such Condemnation, so long as such separate award in no
way diminishes any award or payment which the Landlord would otherwise receive as a
result of such Condemnation.
B. This Lease shall terminate upon the first to occur of (i) final resolution of
any Condemnation or (ii) sooner if any governmental entity takes possession of all or a
part of the Property after a Condemnation proceeding starts. If there is a
Condemnation, the Landlord shall have no liability to the Tenant on account of any (i)
interruption of the Tenant's business upon the Premises, (ii) diminution in the Tenant's
ability to use the Premises, or (iii) other injury or damage sustained by the Tenant as a
direct or indirect result of such Condemnation.
A\whithead, wpd
10
12. ABANDONMENT
A. In case the Tenant shall abandon the Premises prior to the expiration of
the term of this Lease, Landlord shall have the right, but not the obligation, to enter the
Premises, either by force or otherwise, without instituting any proceeding and without
being liable for damages therefore, and to relet the same or any part thereof, for the
unexpired portion of the term or longer, and to collect the Rent therefore, and to apply
the rents so collected to the payment of Rent and all other sums payable to Landlord
from T enant. Tenant shall in such case remain responsible to Landlord for any and all
deficiency, loss and damage suffered by Landlord, as provided for herein.
B. For the purpose of this Section 12, the Premises shall be deemed to have
been vacated or abandoned when Tenant shall have vacated the Premises and been
away therefrom for fifteen (15) consecutive days, exclusive of holidays and any time
period utilized for renovations and repairs to the Premises, irrespective of whether the
keys have been delivered to Landlord or not.
13. DEFAULTS AND REMEDIES
A. As used in the provisions of this Lease, each of the following events shall
constitute, and is hereinafter referred to as, an "Event of Default":
1. If the Tenant fails to (i) pay any Rent or any other sum which it is obligated
to pay by any provision of this Lease, when and as due and payable hereunder, or (ii)
perform any of its other obligations under the provisions of this Lease.
2. If the Tenant (i) applies for or consents to the appointment of a receiver,
trustee or liquidator of the Tenant, respectively, or of all or a substantial part of its
assets, (ii) is subject to a petition in bankruptcy or admits in writing its inability to pay its
debts as they come due, (iii) makes an assignment for the benefit of its creditors, (iv)
files a petition or an answer seeking a reorganization or an arrangement with creditors,
or seeks to take advantage of any insolvency law, (v) performs any other act of
bankruptcy, or (vi) files an answer admitting the material allegations of a petition filed
against the Tenant, respectively, in any bankruptcy, reorganization or insolvency
proceeding.
B. Except as otherwise provided below, upon the occurrence of an Event of
Default, the Landlord shall not exercise any right or remedy which it holds under any
provision of this Lease or applicable law or equity unless and until:
1. Landlord has given written notice thereof to Tenant, and
2. Tenant has failed, (i) if such Event of Default consists of a failure to pay
money, to pay all of such money within five (5) days after such notice, or (ii) if such
A:\whithead. wpd
11
Event of Default consists of something other than a failure to pay money, to fully cure
such Event of Default within fifteen (15) days after such notice or, if such Event of
Default cannot be cured within fifteen (15) days and Tenant commences to cure same
within fifteen (15) days, to proceed diligently with best efforts to cure such Event of
Default and to fully cure same within thirty (30) days.
No such notice shall be required, and Tenant shall be entitled to no such
grace period, (i) in any emergency situation in which the Landlord acts to cure such
Event of Default (for the purposes of this provision, Tenant's failure to comply with the
provisions of Section 8 shall be deemed an emergency), or (ii) if an Event of Default
occurs more than twice during any consecutive six (6) month period, or (iii) if the Tenant
has substantially terminated or is in the process of substantially terminating its
continuous occupancy and use of the Premises.
c. Upon the occurrence of any Event of Default, the Landlord may (subject to
Section 13.8. above) take anyone or more or all of the following actions:
1. With or without terminating this Lease and the tenancy created hereby, to
the extent permitted by law, reenter the Premises with or without court action or
summary proceedings, remove Tenant and all other persons and property from the
Premises, and store any such property in a public warehouse or elsewhere at the cost of
and for the account of Tenant, all without resort to legal process and without Landlord
being deemed guilty of trespass or becoming liable for any loss or damage occasioned
thereby.
2. With or without terminating this Lease, and from time to time, make such
improvements, alterations and repairs as may be necessary in order to relet the
Premises, and relet the Premises or any part thereof upon such term or terms (which
may be for a term extending beyond the term of this Lease) at such rental or rentals and
upon such other terms and conditions (which may include concessions, free rent and/or
improvements) as Landlord in its sole discretion may deem advisable; and, upon each
such reletting, all rentals received by Landlord shall be applied, first, to the payment of
any indebtedness other than Rent due hereunder from Tenant to Landlord, second, to
the payment of all costs and expenses of such reletting (including but not limited to
brokerage fees, attorneys' fees and costs of improvements, alterations and repairs),
third, to the payment of all Rent due and unpaid hereunder, and the balance, if any, shall
be held by Landlord and applied in payment of future Rent as the same may become
due and payable hereunder.
3. Enforce any provision of this Lease or any other agreement between the
parties by injunction, temporary restraining order, specific performance or other similar
equitable remedy, to which the Tenant hereby expressly consents and agrees.
4. Exercise any other legal or equitable right or remedy which Landlord may
have by law, equity, statute or otherwise.
A\whithead, wpd
12
D. No reentry or taking possession of the Premises by Landlord shall be
construed as an election on its part to terminate this Lease unless a written notice of
such intention be given to Tenant or unless the termination thereof be decreed by a
court of competent jurisdiction. Notwithstanding that Landlord may have re-Ieased the
Premises without termination, Landlord may at anytime thereafter elect to terminate this
Lease for any previous default. If the Premises or any part thereof is re-Ieased,
Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished
by reason of, any failure by Landlord to relet the Premises or any failure by Landlord to
collect any rent due upon such reletting. No action taken by the Landlord under the
provisions of this section shall operate as a waiver of any right which the Landlord would
otherwise have against the Tenant for the Rent hereby reserved or otherwise, and the
Tenant shall at all times remain responsible to the Landlord for any loss or damage
suffered by the Landlord by reason of any Event of Default.
E. Upon any Event of Default, Tenant shall remain liable to the Landlord for
the following amounts: (i) any Rent of any kind whatsoever which may have become due
with respect to the period in the term of this Lease which has already expired, (ii) any
rental abatements or other free-rent concessions extended to Tenant under this Lease,
(iii) all Rent which becomes due during the remainder of this Lease term, (iv) all costs,
fees and expenses incurred by Landlord in leasing the Premises to others from time to
time, including, but not limited to, leasing commissions, construction, remodeling and
other build-out costs, design and permitting costs and the like, and (v) all costs, fees and
expenses incurred by Landlord in pursuit of its remedies hereunder, including, but not
limited to, attorneys' fees and court costs. All such amounts shall be due and payable
immediately upon demand by Landlord.
F. The various rights, remedies, powers and elections of Landlord reserved,
expressed, or contained in this Lease, are cumulative and no one of them shall be
deemed to be exclusive to the others or of such other rights, remedies, powers, options
or elections as are now, or may hereafter be, conferred upon Landlord by law or equity.
G. In the event the Monroe County Board of County Commissioners fails to
make an annual rental appropriation, this lease will terminate.
14. QUIET POSSESSION
A. Landlord covenants that if and so long as Tenant pays the Rent and
performs and observes all of the terms, covenants, and conditions of this Lease, Tenant
shall quietly enjoy the Premises subject, however, to the terms of this Lease.
15, ASSIGNMENT AND SUBLETTING
A. Tenant's interest in all or a portion of this Lease shall not be sold,
A\whithead. wpd
13
transferred, mortgaged or assigned, nor shall the Premises, or any part thereof,
including desk space, be let or sublet without the prior written consent of Landlord.
Even though Landlord may consent to a sale, transfer, mortgage, assignment or
subletting thereof, the aforesaid restrictions shall remain in full force and effect, and no
further sale, transfer, mortgage, assignment or subletting shall be made without
Landlord's prior consent in writing. Any sale or transfer, whether to one or more persons
and whether at one or different times, of a total of more than fifty percent (50%) of the
shares of stock of any corporation or other business entity that issues shares of stock
which is then the legal tenant under this Lease, or the transfer of greater than a fifty
percent (50%) partnership or other ownership interest if a partnership or other business
entity is the then legal tenant under this Lease, shall be deemed an assignment within
the meaning of this Section 15. Tenant agrees that, subject to the further provisions
hereof, in the event Tenant should desire to assign this Lease or sublet the Leased
Premises or any part thereof, Tenant shall give Landlord written notice of such desire at
least thirty (30) days in advance of the date on which Tenant desires to make such
assignment or sublease. Should Landlord consent, no assignment or subletting by
Tenant shall relieve Tenant of any obligation under this Lease, and Tenant and the
assignee or subtenant shall remain jointly and severally liable for all such obligations.
Any attempted assignment or sublease by Tenant in violation of the terms and
covenants of this Section 15 shall be null and void and shall be an Event of Default.
B. In the event Landlord consents to any assignment of this Lease or any
sublease of all or any part of the Premises, then (i) Landlord shall be provided a true and
correct copy of the sublease or assignment, and (ii) Tenant shall pay the Landlord, on a
monthly basis, an amount equal to all Rent, property and other consideration paid under
said assignment or sublease during each month in excess of the Rent for said month. In
the event of an assignment or sublease of any part of the Premises, Tenant shall pay
such amount as is in excess of that portion of the Rent which is reasonably allocated by
Landlord to such portion of the Premises.
C. In the event that the interest or estate of Landlord in the Property, the
Building or the Premises shall terminate or be conveyed by operation of law (including,
without limitation, testate and intestate succession), or by bona fide sale, or by execution
or foreclosure sale, or for any other reason, then and in any such event Landlord (and its
estate if applicable) shall be released and relieved from all liability and responsibility as
to obligations to be performed by Landlord hereunder or otherwise; provided, however,
this Lease shall not be otherwise affected or modified. In such event, Landlord's
successor, by acceptance of Rent from Tenant hereunder, shall become liable and
responsible to Tenant in respect to all such obligations of Landlord under this Lease,
16. SUBORDINATION
A. Tenant agrees that its rights hereunder are subordinate to the lien of any
mortgage, ground lease, or any other method of financing or refinancing now or
hereafter placed against the Property and/or the Premises and/or any or all of the
A:\whithead. wpd
14
Building now built or hereafter to be built on the Property (or the adjacent lot at 1316
Duval Street) by Landlord, and to any and all advances made or to be made thereunder
and to the interest thereon and to all renewals, replacements, modifications,
consolidations and extension thereof. This paragraph shall be self-operative and no
further instrument of subordination shall be required. Tenant further agrees that it will
enter into and execute all documents which any such mortgagee or any ground Landlord
may reasonably request Tenant to enter into and execute, including a subordination
agreement. Tenant agrees that it will send copies of all notices sent to Landlord in
accordance with the provisions of Section 17, to Landlord's mortgagees or ground
Landlords, provided that Tenant has been furnished with the name and address of such
mortgagees or ground Landlords, and further provided that Landlord or Landlord's
mortgagee or ground Landlord has requested Tenant to send copies of such notices.
Tenant agrees that Tenant will attorn to any mortgagee or ground Landlord or purchaser
at a foreclosure sale, if requested to do so. Provided the Tenant is not in default of its
obligations herein, any such subordination or attornment shall not affect the terms of this
Lease,
B. Tenant further covenants and agrees that if by reason of a default under
any underlying lease (including an underlying lease through which the Landlord derives
its leasehold estate in the Premises), such underlying lease and the leasehold estate of
the Landlord in the Premises is terminated, the Tenant will attorn to the then holder of
the reversionary interest in the Premises and will recognize such holder as the Tenant's
landlord under this Lease. The Tenant agrees to execute and deliver, at any time and
from time to time, upon the request of the Landlord or of the Landlord under any such
underlying lease any instrument which may be necessary or appropriate to evidence
such attornment. The Tenant further waives the provision of any statute or rule of law
now or hereafter in effect which may give or purport to give the Tenant any right of
election to terminate this Lease or to surrender possession of the Premises in the event
any proceeding is brought by the Landlord under any underlying lease to terminate the
same.
C. If a mortgagee of Landlord's shall request reasonable modifications to this
Lease, Tenant shall execute, acknowledge, and deliver to the mortgagee an agreement,
in form and substance satisfactory to the mortgagee, evidencing such modifications,
provided that such modifications do not increase Tenant's obligations under this Lease
or materially adversely affect (a) the leasehold interest created by this Lease, or (b)
Tenant's use and occupancy or the Premises.
17. NOTICES
A. Any notice, demand or other communication to be provided hereunder to a
party hereto shall be in writing and deemed to have been given (a) three (3) days after
being deposited in the United States mail, postage prepaid, or (b) one day after being
sent by overnight courier, cost prepaid, or (c) immediately upon its actual delivery.
A:\whithead. wpd
15
B. Any notice given shall be addressed as follows:
IF TO TENANT
Court Administration
500 Whitehead Street
Room 302
Key West, FL 33040
and
Monroe County Administrator
5100 College Road
Key West, FL 33040
IF TO LANDLORD
Greg A. Walker
999 Corporate Boulevard
Linthicum Heights, MD 21090
Phone: 410-689-7602
Facsimile: 410-689-7601
With Copies to:
Joyce Walker
566 Sylvan Drive
Winter Park, FL 32789
Phone: 407-644-2314
Facsimile: 407-644-6624
C. Rent payments shall be mailed to:
Joyce Walker
566 Sylvan Drive
Winter Park, FL 32789
18. SURRENDER AND HOLDING OVER
A. If the Tenant retains possession of the Premises or any part thereof after
the termination of this Lease or any extension thereof, by lapse of time or otherwise, the
Tenant shall pay the Landlord Rent payable for the month immediately proceeding said
holdover for the time the Tenant thus remains in possession. The provisions of this
paragraph do not waive the Landlord's rights of re-entry or any other right hereunder.
Any retention of the Premises after the termination of this Lease or any extension
thereof shall be considered as a month-to-month holdover unless otherwise agreed to in
writing by both parties.
8. Tenant agrees at the expiration of the term of this Lease promptly to quit
and surrender the Premises and everything belonging to or connected therewith in as
good state and condition as reasonable wear and use thereof will permit, and to remove
all signs, advertisements and rubbish from the Premises and the Property; and Tenant
A:\whithead. wpd
16
hereby expressly authorizes Landlord, as the agent of Tenant, to remove such rubbish
and make such changes and repairs as may be necessary to restore the Premises to
such condition at the expense of Tenant.
19. JOINDER
A. The Tenant hereby agrees to join in any and all documents pertaining to
the Property or the Building, which are reasonably requested by Landlord including, but
not limited to, land use plan amendments, zoning applications, development of regional
impact applications and all other permits, applications and/or documents, to be filed with
any governmental or quasi-governmental authorities with respect to the development of
all or any portion of the Building or the Property or the property adjacent to the Building
which may now or in the future be owned by Landlord; provided that, such joinder shall
not unreasonably affect Tenant's ability to occupy the Premises.
20, MISCELLANEOUS PROVISIONS
A. If Tenant shall at any time be in default hereunder, and if Landlord shall, in
connection with such default, retain its attorneys to institute any action and/or render
other professional services, then Tenant will reimburse Landlord for the expense of
attorneys' fees and disbursements thereby incurred by the Landlord. The amount of
such expenses shall be collected as additional Rent.
B. The taking possession of the Premises by Tenant as of September 15,
2000 shall be conclusive evidence that the portion of the Premises readily accessible for
inspection were in good and satisfactory condition at the time such possession was
taken, subject to the items listed in Section 3 for which Landlord is responsible. No
representations or warranties, either express or implied, except those expressly
contained herein, have been made on the part of the Landlord with respect to this
undertaking, whether relating to the repair, condition or otherwise of the Premises or the
Building. Tenant will make no claim on account of any representation or warranty
whatsoever, unless the same is specifically set forth in this Lease.
c. Tenant shall deliver to Landlord or to its mortgagees, auditors, or
prospective purchaser, or to the owner of the fee, when requested by Landlord, a
certificate to the effect that this Lease is in full force and effect and that Landlord is not
in default therein, or stating specifically any exceptions thereto. Failure to give such a
certificate within ten (10) days after written request shall be conclusive evidence that this
Lease is in full force and effect and Landlord is not in default and Tenant shall be
estopped from asserting any defaults known Tenant at that time.
D. The various rights, remedies, powers and elections of Landlord reserved,
expressed, or contained in this Lease, are cumulative; and no one of them shall be
deemed to be exclusive to the others or of such other rights, remedies, powers, options
A :\whithead. wpd
17
.
or elections as are now, or may hereafter be, conferred upon Landlord by law or equity.
E. No waiver by Landlord of any provision herein shall be deemed to have
been made unless such waiver is in writing and signed by Landlord. The failure of
Landlord to insist upon the strict performance of any of the covenants or conditions of
this Lease, or to exercise any option herein conferred, shall not be construed as waiving
or relinquishing for the future any such covenants, conditions or options; but the same
shall continue and remain in full force and effect. No act or omission of Landlord or its
agent during the term hereof shall be deemed an acceptance or a surrender of the
Premises unless made in writing and signed by Landlord. The delivery of the keys to the
Premises by Tenant to Landlord or its agents is not to be deemed a surrender and
acceptance thereof. No payment by Tenant of a lesser amount than the monthly Rent
herein stipulated shall be deemed to be an acceptance of less than the full Rent due,
and said amount shall be applied to the earliest Rent still unpaid.
F. Both Landlord and Tenant covenant, warrant and represent to the other
that no broker was used in consummating this Lease, and that no conversations or
negotiations were had with any broker concerning the renting of the Premises in
accordance with this Lease.
G. The parties hereto agree that time is of the essence for this Lease and
applies to all terms and conditions contained herein.
H. This Lease may be executed by the parties hereto in one or more
counterparts, each of which shall be an original and all of which shall constitute one and
the same agreement. Copies of this Lease or any amendment hereto certified by the
parties to be true and correct shall be satisfactory evidence thereof for all purposes.
I, The terms and conditions of this Lease shall inure to the benefit of and be
binding upon any successor hereunder, as well as upon the executors, personal
representatives, heirs, assigns (where permitted by Section 15) and all other successors
in interest of the parties.
J. The words "Landlord" and "Tenant" as used herein shall include the plural
as well as the singular. Words used in masculine gender include the female gender and
neuter. If there be more than one Landlord or Tenant, the obligations imposed
hereunder upon the Landlord or Tenant shall be joint and several in every respect. The
section headings or titles in this Lease are for convenience only and are not a part
hereof and shall have no effect upon the construction or interpretation of any part
hereof. This Lease shall be construed and enforced under the laws of the State of
Florida. Should any provision(s) of this Lease be illegal or unenforceable under such
laws, each such provision shall be valid and enforceable to the fullest extent allowed by,
and shall be construed wherever possible as being consistent with, applicable law. If
such a construction is not possible, that clause shall be extracted as if never entered
into, and this Lease and its remaining terms and conditions shall remain in force and be
A:\whithead. wpd
18
.
binding upon the parties hereto just as though the illegal or unenforceable provisions
had never been included herein. This Lease has been jointly negotiated and drafted by
the parties and its terms shall not be construed against any party due to drafting.
K. This Lease contains the entire agreement between the parties hereto
regarding the subject matter herein, and its terms supersede any and all previous written
or oral negotiations. This Lease may be modified only by an agreement in writing signed
by both Landlord and Tenant indicating it is an amendment to this Lease. No surrender
of the Premises, or of the remainder of the term of this Lease, shall be valid unless
accepted by Landlord in writing. Tenant acknowledges and agrees that Tenant has not
relied upon any statement, representation, prior written or prior or contemporaneous oral
promises, agreements or warranties except such as are expressed herein.
L. Nothing contained in this Lease shall be deemed or construed to create any
relationship between the parties hereto other than that of Landlord and Tenant.
M. Venue for any litigation arising under this Lease must be in a court of
competent jurisdiction in Monroe County, Florida.
N. This lease may be terminated by either party by giving six months written
notice to the other party. The right to terminate is not exercisable during the first three
years of the lease term. However, in the event the Monroe County Board of County
Commissioners fails to make an annual rental appropriation at any time during this
lease, this lease will terminate.
O. Landlord warrants that it has not employed, otherwise had act on its behalf
any former County officer or employee subject to the prohibition of Section 2 of
Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 020-1990. For breach or violation of this provision the Tenant may, in its
discretion, terminate this contract without liability and may also, in its discretion, deduct
from the contract or purchase price, or otherwise recover the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or
employee.
A:\whithead. wpd
19
IN WITNESS WHEREOF, the parties have entered into this Lease effective as of
September 15,2000.
Signed, sealed and delivered
in the Presence of:
LANDLORD
j (SEAL)
z," _"'Ilo\NNYLK<lUiAGE~ cfJ~~~ dit
.,.a.....1..QQ,~ ~ ~ Au<wa_
DEPUTY CLERK By:
a~- d.- ~- 00 Title: \'f\~~~1 G,^Q.\ (me.. V"\.
A:\whithead. wpd
20
-~~.
-":";:---_. -:-----
. ' .
~--'-------""'---
~: .
, --
_. -----. -----"
.,--~'
. -
. ", .
. - , .
. - .... . .
,._,---'" ._'
- .
,
---
- ~. -----.----
-----------------_.---~._--------- ._-
---+-----,.-.
- ~
~
~-_._-~.--- .~.,--_._'-- -","--
_.._._ ._'____~n-.--~~J~..--
._ .___._........._ .._..;__" .0..
1
~
I.......
~n
r
i\
" ' -.t:i-.
:~
J[;
. >-.
(\
~
J'
._._~._". _._......___~._._.~__.L_ ._._____._.;..____...4.._ .._.._.,____ .
--... -
,
.. ... . ."
.- __u -- --- -- -- -.-1-
___~___ ___ .m._____.
,
,
-_.-+-~---._--_.__.-
'-.....:.
.~,
1)
(fl
r
.~
~
J
....... '
..j
--
L-
..
r
r
f'
'5-
(>
""\J,
V
~
'-rf Ii I
31
I
i
I
r
'J'
-:-ll
..~
--::-~
. ' .
0rlil~ K e- A b
s\~cT
-----~--
-----
~..
, ,
.~__...~u.
j~
\'
.::~
I 1
'I~'
.. ___ I ~I
: ;
')
~ :P. -- - I
~ ~ "
,r----... "y -. -- r==+-
." \ l' ,i
\) ,. "
~: " ., ,-- . .. j
it:~~~-1-'
, I, .
I. II
db - 6
.1
~
, ~,'V
;.. ...l.. ....
~
".--. .,---,
., 0
~
.. -- ....
:~---.-..-_~J-----.~~.- - .. --.
~ ~--~-+
- 1
L
. __1.
"I,
.
,~, ~
\
.~.~
L.:~ .'1.. ~. u
-~...~.....
._--~-~ ~_.-
.-._..\0._~,n-- .
.- -,..--C).~----
-_...:_~ --~ ..
.~~_"t'\), ~.
'. .C~ .-\!j ""-: ....
-:-C--~d~ ~
~.
.~
-.., . ... , ~
"_<0_. ..,~
! ~
--. .--==--:: -; .,..:. ~ I'
""kJ\ ,I
'. -- .~.~ -~~ ~~.~, '. ~! '
.1'\. '
-. .-. --~. -t rJ I
_.___,_u~_._:.:.... _"f.._
d_ :~... .'.:- :~"
-----.-------.--'
..._- _d~.;-. '''~',~ II
~ iIIIJf~'-~ ..... .~
~ II '_::t,,-~ .
'lJ .- ---- ------ I, -- -. ,. .-
"
-. __ ~,__-..L.....
::>
.,._--,.'~
..d --..---'--, ~ --1":::..'
, , ' '\
,Y .- __.1 )
,.._~L...J.l.. L..,.,- ,~I
,....d____---L'- _L_~- l'~ I
:, :-J~---~~:=~~:I.. d"
,-C:: I
._.::.:.__...~--4-~:''>' ._ 'd.
..___...t..:~::~. .
,_ ~__~ i~:~;. ~.
d ______...,-_ .....-_1-
_ .:_..1.--- '-:' :..~ -J
" i....u...~~'
~;=,~_~_~=~-~~,~,-'~-I.e-~J.)
'D:::_....- ":'-'':'=T--. .._n'
o .
'2-: :~=-~-~-=:(\..w~~t:<:~~\> ' , .[~, '., ~,"~.
~r-\-" ','" ! ,. ,.---." d . '" I
_:- =_____. ]~'Q~"~!"____-;' /' ..':~ffC~~~,.'..;.m",t-~ -,------..:.:.::
~ _ . ..", _0.-3>0-.______ ---:-... .~~ .__._ _.._~_~__'_ r" ~ _._ .< __-._ uL..
~r~'l ' '.. -...., l..-'c,
.0-- ..
.---- _..-..._--_.j.;....--.~...
f
- ...~- - --
d1....
d""..~
'~.
./\~.4-
" ,,/'""
'n _~ ;'1
.".
~
.- ..
... -~. --'--...' --'"
..h ,~
.....-1 ~~
Tl
... ..,-----=.. :[ '~I'
:1
;i
~\.j'
u
~ i
. L......:..:..1 +3-t-
'7Cnr '
o-~-
0, ~
~
u
t
,
:;P
:r
~3
""'V
. ....."t
----. .:_-' ,-
I [. I
I,
, ,
U
I
~
I
L.
..
,
i i
,. i -r
...;...-~~:..:.:O'.:~
~
I
.. ..-+--
..
,
"
11
0-
;
,.
1
t.
i
i
. ."
I
,
Ii
.""
/
.., ..
II
...
..
I'
,i
~,.;~,
r
L/
:",-",~:
;
"
p~~~tl
,'. , .~
ii
J I ~
.'\. j
~ry:
_.
-~
p.~\
I
i
.
:i
--r-- -~
I
-
.' -~ .::;j. 'to ~
~
:1
;1
"
II II
!
--
,
I
--t
ii I