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12/17/2008 8 nfk;:::-t")5 ()~\n73~3i' acr~'n {}J]Nr;c On~!2P:.'1r"J SOUTH FLORIDA WATER MANAGEMENT DISTRICT LEASE THE SOUTH FLORIDA WATER MANAGEMENT DISTRICT (hereinafter referred to as LESSEE) HEREBY ENTERS INTO THIS LEASE WITH: Name: Monroe County Board of County Commissioners ASSOCIATION OF AMERICA (hereinafter referred to as LESSOR) Address: 1100 Simonton Street Key West, FL 33040 Lease Manager: Debbie Frederick Telephone No: (305) 292-4441 Hereinafter referred to as: LESSOR This number must appear on all Notices and Correspondence 4600001751 LEASE TITLE: KEY'S SERVICE CENTER The following Exhibits are attached hereto and made a part of this LEASE: Exhibit "A" - Special Provisions Exhibit "B" - General Terms and Conditions Exhibit "C" - Statement of Work Exhibit "D" - Payment and Deliverable Schedule Exhibit "E" - Not Applicable Exhibit "F" - Not Applicable Exhibit "G" - Not A licable LEASE AMOUNT: $64,349.00 Exhibit "H" - Insurance Requirements Exhibit "I" - Not Applicable Exhibit "J" - Not Applicable Exhibit "K" - Not Applicable Exhibit "L" - Not Applicable Exhibit "M" - Not Applicable LEASE TYPE: Firm Fixed Price Multi- Year Funding (If Applicable) Fiscal Year: October 1, 2oo8-September 30, 2009 Fiscal Year: October 1, 2009-September 30,2010 Fiscal Year: October 1, 201 O-September 30, 2011 $6,434.90 $12,869.80 $12,869.80 Fiscal Year: October 1, 2011-September 30, 2012 Fiscal Year: October 1, 2012-September 30,2013 Fiscal Year: October 1, 2012-September 30,2013 $12,869.80 $12,869.80 $6,434.90 LEASE TERM: Five Years plus one five year option EFFECTIVE DATE: April 1, 2009 District Project Manager: Jon Gleason Telephone No: (561) 682- 6380 Fax No. (561) 682 - 6346 SUBMIT NOTICES TO THE DISTRICT AT: South Florida Water Management District 3301 Gun Club Road West Palm Beach, Florida 33406 Attention: Procurement Department-Notices District Contract Specialist: Gabriel Ocasio-Davila Telephone No: (561) 682- 2181 Fax No.: (561) 682-5017 SUBMIT PAYMENTS AND NOTICES TO: Monroe County Board of County Commissioners co/ Debbie Frederick 1100 Simonton Street Key West, FL 33040 -. I 'l LJ l\ ud I:J .~:::~J 38VH :]}i (]-I:.) AUNVO ZE :6 WV E I J.VW 600Z O~OJ3H CJO.:J 0311.:1 SOUTH FLORIDA WATER MANAGEMENT DISTRICT LEASE IN WITNESS WHEREOF, the authorized representative hereby executes this LEASE on this date, and accepts all Terms and Conditions under which it is issued. <:"" "ttest:l SOUTH FLORIDA WATER MANAGEMENT DIS. TRICT AO~ . ~~~~~ PRINT NAME: ~ ~~ri::,. FrankHayden,Procnrement' or MITs: ~ J I~ ~Da\~;'\loll1l1"" ~/t~9 ,","~i ~lOR1DA ~/'II ( /~ ~~ OF f:~'II~ E ~ ,,-'It- -fee. ~ ~ ~ gQ CO S FAL 7~~ ... c.c . c;., .,. ~'~ a- rTI~ ~ W ~...... ~. ~= \ -. '" ...... .........'t""""- l'lro. ~.a .. v'\o ~ fSt. ~ ~.:: l' /7 ~~ ~61 .l'~ ~~ ---~ . A . 1// fi) ,j~tCL.' "~~h 11sheu ~~ ~ '. ....~ ~. J1..c' ~ "\ <. 11117~ ~ ~',~ / _ .. -) . "'I '409 . l':)'\O:",,,,, . /.. J/. '1"11 ....,."," Pnnt Name: if .~ t{ ;i (. e.) r\.. t\ t'd" l'.~ 1\\\\\\\\ ~ Date: ~ Date: ~ (\ (,).a:J c:z STATE OF COUNTY OF F/VA!.lb/9 P~//71 dU'9cL The foregoing instrument was acknowledged before me this 1(. tJ- day of I4r /11 in the year ,;z. cJ J 7, by P ~I1L flAY d Co ~ of the South Florida Water Management District who is / /Vf~c..C-JQ ~ 0+ jC'yue-~"c..~c:~ (Name and Title of Position) ...... personally known to me or has produced as identification, and who Notary Public, Commission No. Page 2 of 3, Contract # 4600001751, Exhibit "c" Name of Notary typed, printed or stamped NOTARY PUBLIC-STATE OF FLORIDA "." Janice H. Johansen \ )Co~ission #DD574784 ~""",\\,, Exprres: AUG. 29, 2010 BONDED THRU ATLANTIC BONDING CO., INC. / My Commission expires: (8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT LEASE IN WITNESS WHEREOF, the authorized representative hereby executes this LEASE on this date, and accepts all Terms and Conditions under which it is issued. By: George R.l;~'t+ or! ~ Mayor/Chairman Title: Date: March 18, 2009 SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF: ~O.~ As to LESSOR STATE OF COUNTY OF Monroe The foregoing instrument was acknowledged before me this 2nd day of April in the year 2009 by George R. Neugent who is Ma Count Board of County Commissioners (Name and Title of Position) personally known to me or has produced as identification, and who did (did not) take an oath. CJ~. ./ (Signature) Notary Public, Commission No. Name of Notary typed, printed or stamped My Commission expires: ..~'(i.::r;:"'" PAMELA G. HANCOCK !.~iJ~.\ MY COMMISSION # DO 739412 ~. .: 1 eXPIRES: February 7,2012 lttRt::t\\. Bonded Thru Notary Public Undelwrllers Page 3 of3. Contract # 4600001751, Exhibit "e" f) SOUTH FLORIDA WATER MANAGEMENT DISTRICT CONTRACT EXHIBIT "A" SPECIAL PROVISIONS The purpose of this Exhibit "A" is to delineate any and all changes, deletions and/or additions to the Exhibit "B" General Terms & Conditions. In the event of any conflict between this Exhibit "A" and any other provision specified in this Contract, this Exhibit "A" shall take precedence. 1) Article 2.3 is hereby deleted and restated as follows: 2.3 For Ten Dollars ($10.00) consideration, the receipt and sufficiency of which is hereby acknowledged as part of the first Rent payment made hereunder, and provided LESSEE has not defaulted under any terms, conditions, covenants or provisions of this LEASE, and further provided this LEASE has not been terminated pursuant to any other provision of the LEASE, then LESSEE shall have the ootion to renew the LEASE Term for uo to one Five vear ootion lease term (Renewal Lease Term), provided LESSOR receives from LESSEE written notice of LESSEE's exercise of LESSEE's option to renew no later than sixty (60) days prior to the expiration date of the then current Lease Term. In the event LESSEE properly exercises its option to renew this LEASE, then the expiration date shall be extended for a period of one year. In the event LESSEE fails to exercise its option to extend for a Renewal Lease Term or fails to properly or timely exercise its option to extend for any Renewal Lease Term, the LESSEE shall automatically be deemed to have waived its right to extend the Lease Term for any subsequent Renewal Lease Terms, unless otherwise allowed by LESSOR. All terms, conditions, covenants and conditions of this LEASE shall apply during all Renewal Lease Terms, if any. The Rent during a Renewal Lease Term shall be as indicated in Exhibit "D" of this LEASE. 2) Article 5.2 is hereby deleted and restated as follows: "The LESSOR is a political subdivision of the State of Florida, subject to the provisions of S. 768.28, FI. Stat. and maintains insurance, both through self-insurance and an excess indemnity policy, to cover the premises, and is therefore not required to maintain the insurance coverage specified by the DISTRICT in its standard leases." 3) Article 5.3 is hereby deleted in its entirety. 4) Article 5.4 is hereby deleted and restated as follows: "LESSOR is a county, a political subdivision of the State of Florida, and is not subject to real estate taxes. In conformity with section 5.2, sufficient fire liability coverage is maintained by LESSOR." 5) Article 6.1 is hereby deleted and restated as follows: "In the event of a default by either party, the non-breaching party shall give the breaching party a written notice with 30 days leave to cure. If the breach is not or cannot be cured within 30 days, the non- breaching party may terminate this lease by giving an additional 30 days written notice to the breaching party. Since both parties are governmental entities, they shall be responsible for their own costs related to termination." Contract No. 4600001751 Exhibit "A" Special Provisions Page 1 of3 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT CONTRACT 6) Article 6.2 is hereby deleted and restated as follows: 6.2 Either oartv mav terminate this LEASE at anv time for convenience uoon sixtv (60) calendar davs orior written notice to the non-terminatin/! oartv. This LEASE mav be terminated bv either oartv in accordance with this clause in whole. or from time to time in oart. whenever either oartv shall determine that such termination is in the best interest of either oartv. Anv such termination shall be effected bv deliverv to the non-terminatin/! oartv of a Notice of Termination soecifvin/! the extent to which the LEASE is terminated. and the date uoon which such termination becomes effective. In the event of termination. the DISTRICT shall be resoonsible for oavin/! Rent uo throu/!h the effective date of termination. 7) Article 6.3 is hereby deleted in its entirety. 8) Article 7.1 is hereby deleted and restated as follows: 7.1 Both parties shall maintain records and shall have inspection and audit rights as follows: A. Maintenance of Records: Both oarties shall maintain all financial and non-financial records and reports directly or indirectly related to the negotiation or performance of this LEASE including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made available for inspection for a period of five years from completing performance and receiving final payment under this LEASE. B. Examination of Records: Both oarties or its designated agent shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this LEASE. Such examination may be made only within five years from the date of final payment under this LEASE and upon reasonable notice, time and place. C. Extended Availability of Records for Legal Disputes: In the event that either oartv should become involved in a legal dispute with a third party arising from performance under this LEASE, the other party shall extend the period of maintenance for all records relating to the LEASE until the final disposition of the legal dispute, and all such records shall be made readily available to either oartv. 9) Article 8.3 is hereby deleted and restated as follows: "The laws of the State of Florida shall govern all aspects of the LEASE. In the event it is necessary for either party to initiate legal action regarding this LEASE, venue shall be in the Sixteenth Judicial Circuit for claims under state law and in the Southern District of Florida for any claims which are justifiable in federal court." 1 0) Article 11.3 is hereby deleted and restated as follows: "The LESSOR shall furnish grounds maintenance for the Premises during the term of the LEASE at the sole expense of the LESSOR." Contract No. 4600001751 Exhibit "A" Special Provisions Page 2 of3 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT CONTRACT 11 ) Article 11.4 is hereby deleted and restated as follows: "The LESSOR provides air conditioning for the entirety of the building of which the premises is a part. LESSOR shall take every reasonable act to provide that air conditioning to the Premises during LESSOR's normal business hours, 8:00 a.m. to 5 p.m., Monday through Friday, excluding holidays." 12) 13) Article 11.5 is hereby deleted in its entirety. Article 11.7 is hereby deleted and restated as follows: "The LESSOR shall maintain the lighting levels within the Premises at or better than the level at the date that pancy commences." By: Date: ~, Date: _hJ...oi. 1---C ~l ~ \. / Contract No. 4600001751 Exhibit "A" Special Provisions Page 3 of3 e SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS ARTICLE 1 - SCOPE OF LEASE 1.1 The DISTRICT (hereinafter interchangeably referred to as the LESSEE or DISTRICT) hereby agrees to lease the premises more fully described in Exhibit "C" attached hereto, and made a part of this LEASE (hereinafter the "Premises"). 1.2 The LESSOR hereby leases the Premises to the LESSEE for a period as indicated on the cover/signature page of this LEASE, unless earlier terminated or renewed pursuant to other provisions of this LEASE ("Lease Term"). 1.3 The LESSOR warrants that such Premises are suitable for governmental use and in accordance with all applicable ordinances in which the Premises are located. 1.4 Provided LESSEE performs the terms, conditions and covenants of this LEASE, LESSOR covenants and agrees to take all necessary steps to secure and to maintain for the benefit of LESSEE the quiet and peaceful possession of the Premises for the Lease Term. 1.5 The LESSEE shall have the right to make any alterations in and to the Premises during the term of this LEASE upon first having obtained the written consent thereto of the LESSOR. The LESSOR shall not unreasonably withhold the consent to any such alterations. ARTICLE 2 - COMPENSATION/ CONSIDERATION 2.1 As consideration for the rights conferred upon the LESSEE by the LESSOR pursuant to this LEASE, the LESSEE shall pay to the LESSOR a monthly rental in the amount indicated in Exhibit "D" of this LEASE ("Rent"). The first payment of said Rent to be made upon the signing of this LEASE by the LESSEE. Each subsequent payment to be made on the first day of each month during the Lease Term. 2.2 Notwithstanding the foregoing, the amount expended under this LEASE shall be paid in accordance with, and subject to the multi-year funding allocations for each DISTRICT fiscal year indicated on the cover/signature page of this LEASE. Funding for each applicable fiscal year of this LEASE is subject to DISTRICT Governing Board budgetary appropriation. In the event the DISTRICT does not approve funding for any subsequent fiscal year, this LEASE shall terminate upon expenditure of the current funding, notwithstanding other provisions in this LEASE to the contrary. The DISTRICT will notify the LESSOR in writing after the adoption of the final DISTRICT budget for each subsequent fiscal year if funding is not approved for this LEASE. 2.3 For Ten Dollars ($10.00) consideration, the receipt and sufficiency of which is hereby acknowledged as part of the first Rent payment made hereunder, and provided LESSEE has not defaulted under any terms, conditions, covenants or provisions of this LEASE, and further provided this LEASE has not been terminated pursuant to any other provision of the LEASE, then LESSEE shall have the option to renew the Lease Term for up to three (3) additional one (1) year consecutive lease terms (Renewal Lease Term), provided LESSOR receives from LESSEE written notice of LESSEE's exercise of LESSEE's option to renew no later than sixty (60) days prior to the expiration date of the then current Lease Term. In the event LESSEE properly exercises its option to renew this LEASE, then the expiration date shall be extended for a period of one year. In the event LESSEE fails to exercise its option to extend for a Renewal Lease Term or fails to properly or timely exercise its option to extend for any Renewal Lease Tenn, the LESSEE shall automatically be deemed to have waived its right to extend the Lease Term for any subsequent Renewal Lease Terms, unless otherwise allowed by LESSOR. All terms, conditions, covenants and conditions of this LEASE shall apply during all Renewal Lease Terms, if any. The Rent during a Renewal Lease Term shall be as indicated in Exhibit "D" of this LEASE. 2.4 If ownership of the Premises or the name or address of the LESSOR change, the LESSEE may, until receipt of proper notice of such change, continue to the pay the Rent accrued and to accrue hereunder to the LESSOR and in the manner in which the last preceding installment of Rent was paid. Each such payment shall to the extent thereof exonerate and discharge the LESSEE. Page 1 of 8, Exhibit "B" Contract File:\Officlse.doc 03/04/09 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS ARTICLE 3 - INVOICING AND PAYMENT 3.1 All payments of Rent as well as all other amounts due under this LEASE from LESSEE to LESSOR shall be made to LESSOR at the address indicated on the cover/signature page of this LEASE. 3.2 If the LESSEE shall make any payment or advance at the expense or for the account of the LESSOR, pursuant to any provision of this LEASE, the LESSEE shall be entitled to reimbursement thereof from the LESSOR. The LESSEE may apply such claim against any subsequent installment of Rent and, if not reimbursed at the expiration of this LEASE, may remain in possession of the Premises until completely reimbursed. 3.3 The LESSOR shall promptly pay all water, sewer, electric, garbage collection and janitorial service charges which may become payable during the term of this LEASE. ARTICLE 4 - PROJECT MANAGEMENT/ NOTICE 4.1 The parties shall direct all technical matters ansmg in connection with the performance of this LEASE, other than invoices and notices, to the attention of the respective Project Managers specified on the cover/signature page of the LEASE for attempted resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this LEASE. The LESSOR shall direct all administrative matters, including invoices and notices, to the attention of the DISTRICT's Contract Specialist specified on the cover/signature page of the LEASE. . All formal notices between the parties under this LEASE shall be in writing and shall be deemed received if sent by certified mail, return receipt requested, to the respective addresses specified on the cover/signature page of the LEASE. The LESSOR shall also provide a copy of all notices to the DISTRICT's Project Manager. All notices required by this LEASE shall be considered delivered upon receipt. Should either party change its address, written notice of such new address shall promptly be sent to the other party. All correspondence to the DISTRICT under this LEASE shall reference the DISTRICT's Contract Number specified on the cover/signature page of the LEASE. ARTICLE 5 INSURANCE INDEMNIFICA TION/ 5.1 For value. received, which is hereby acknowledged, the LESSOR shall indemnify and hold the DISTRICT, its agents, assigns, and employees, harmless from any and all claims or causes of action, including without limitation, all damages, losses, liabilities, expenses, costs, and attorney's fees related to such claims, resulting from any negligent or intentional act or omission, or the violation of any federal, state, or local law or regulation, by the LESSOR, it sublessees, agents, assigns, invitees, or employees in connection with this LEASE. The LESSOR further acknowledges that it is solely responsible for ensuring its compliance and the compliance of its agents, assigns, invitees and employees with the terms of this LEASE. This paragraph shall survive the expiration or tennination of the LEASE. 5.2 The LESSOR shall procure and maintain, through the term of this LEASE, insurance coverage reflecting, at a minimum, the limits and coverage conditions identified on the DISTRICT's Insurance Requirements, attached as Exhibit "H" and made a part of this LEASE. The coverage required shall extend to all employees and subcontractors of the LESSOR. Prior to the execution of this LEASE, the LESSOR shall provide a Certificate of Insurance for such coverage to the DISTRICT for approval, indicating the producer, insured, carrier's name, and BEST rating, policy numbers and effective and expiration dates of each type of coverage required. The Certificate of Insurance shall be signed by the insurance carrier's authorized representative and shall identify the DISTRICT as added insured as required. 5.3 All insurers must be qualified to lawfully conduct business in the State of Florida. Failure of the DISTRICT to notify the LESSOR that the Certificate of Insurance does not meet the LEASE requirements shall not constitute a waiver of the LESSOR's responsibility to meet the stated Page 2 of 8, Exhibit "B" Contract File:\Officlse.doc 03/04/09 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS requirement. In addition, receipt and acceptance of the Certificate of Insurance by the DISTRICT shall not relieve the LESSOR from responsibility for adhering to the insurance limits and conditions of insurance required within this LEASE. Misrepresentation of any material fact, whether intentional or not, regarding the LESSOR's insurance coverage, policies or capabilities, may be grounds for termination of the LEASE as determined solely by the DISTRICT. 5.4 The LESSOR shall timely pay all real estate taxes and fire insurance premiums on the Premises. The LESSOR shall not be liable to carry fire insurance on the person or property of the LESSEE or any other person or property which may now or hereafter be placed in the Premises. ARTICLE 6 - TERMINATION/REMEDIES 6.1 It is the policy of the DISTRICT to encourage good business practices by requiring contractors to materially perform in accordance with the tenns and conditions of the DISTRICT LEASE. In accordance with DISTRICT Rule 40E-7, Part II, F.A.C., "material breach" is defined as any substantial, unexcused non-performance by failing to perform an act that is an important part of the transaction or performing an act inconsistent with the tenns and conditions of the LEASE. If the LESSOR materially fails to fulfill its obligations under this LEASE, the DISTRICT will provide written notice of the deficiency by forwarding a Cure Notice citing the specific nature of the material breach. The LESSOR shall have thirty (30) days to cure the breach. If the LESSOR fails to cure the breach within the thirty (30) day period, the DISTRICT shall issue a Terminatio~ for Default Notice. Once the DISTRICT has notified the LESSOR that it has materially breached its LEASE with the DISTRICT, by sending a Termination for Default Notice, the DISTRICT's Governing Board shall determine whether the LESSOR should be suspended from doing future work with the DISTRICT, and if so, for what period of time. The DISTRICT's Governing Board will consider the factors detailed in Rule 40E-7, Part II, F.A.C. in making a determination as to whether a LESSOR should be suspended, and if so, for what period of time. Should the DISTRICT terminate for default in accordance with this provision, the DISTRICT shall be entitled to recover reprocurement costs in addition to all other remedies under law and/or equity. 6.2 The DISTRICT may terminate this LEASE at any time for convenience upon thirty (30) calendar days prior written notice to the LESSOR. This LEASE may be terminated by the DISTRICT in accordance with this clause in whole, or from time to time in part, whenever the DISTRICT shall determine that such termination is in the best interest of the DISTRICT. Any such termination shall be effected by delivery to the LESSOR of a Notice of Termination specifying the extent to which the LEASE is terminated, and the date upon which such termination becomes effective. In the event of termination, the DISTRICT shall be responsible for paying Rent up through the effective date of termination. 6.3 If the LESSOR shall fail to pay, within ten days after due, the principal, interest, or installment of either, on any mortgage paramount to this LEASE, or any installment of taxes, easements, utility charges or to take any action to fully correct any violations issued by any governmental authority affecting the Premises, or shall fail promptly to remove any lien or charge which could jeopardize the LESSEE's right to possession as hereby granted, the LESSEE may pay the items in question. Any such payment shall entitle the LESSEE to be subrogated to the lien or charge of the item so paid in addition to all other rights given the LESSEE under this LEASE. 6.4 The LESSEE shall have the right to terminate this LEASE without penalty or damages of any type, in the event a building owned by the State of Florida, its agencies, or by any unit of local government, or owned by the LESSEE becomes available to the LESSEE for occupancy during the term of this LEASE for the purposes for which space is being leased under this LEASE, upon giving advance written notice to the LESSOR. 6.5 LESSEE shall assume responsibility for all personal property that may be on the Premises during Page 3 of 8, Exhibit "B" Contract File:\Offic1se.doc 03/04/09 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS the term of this LEASE, except for any damage caused by the negligence of the LESSOR. ARTICLE 7 - RECORDS RETENTION 7.1 The LESSOR shall maintain records and the DISTRICT shall have inspection and audit rights as follows: A. Maintenance of Records: The LESSOR shall maintain all financial and non-fmancial records and reports directly or indirectly related to the negotiation or performance of this LEASE including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made available for inspection for a period of five years from completing performance and receiving fmal payment under this LEASE. B. Examination of Records: The DISTRICT or its designated agent shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this LEASE. Such examination may be made only within five years from the date of fmal payment under this LEASE and upon reasonable notice, time and place. C. Extended Availability of Records for Legal Disputes: In the event that the DISTRICT should become involved in a legal dispute with a third party arising from performance under this LEASE, the LESSOR shall extend the period of maintenance for all records relating to the LEASE until the fmal disposition of the legal dispute, and all such records shall be made readily available to the DISTRICT. ARTICLE 8 - STANDARDS OF COMPLIANCE 8.1 The LESSOR, its employees, subcontractors or assigns, shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this LEASE. The DISTRICT undertakes no duty to ensure such compliance, but will attempt to advise the LESSOR, upon request, as to any such laws of which it has present knowledge. 8.2 The LESSOR hereby assures that no person shall be discriminated against on the grounds of race, color, creed, national origin, handicap, age, or sex, in any activity under this LEASE. The LESSOR shall take all measures necessary to effectuate these assurances. 8.3 The laws of the State of Florida shall govern all aspects of the LEASE. In the event it is necessary for either party to initiate legal action regarding this LEASE, venue shall be in the Fifteenth Judicial Circuit for claims under state law and in the Southern District of Florida for any claims which are justiciable in federal court. 8.4 The LESSOR, by its execution of this LEASE, acknowledges and attests that neither it, nor any of its suppliers, subcontractors, or consultants who shall perform work which is intended to benefit the DISTRICT is a convicted vendor or has been placed on the discriminatory vendor list, if the LESSOR or any affiliate of the LESSOR has been convicted of a public entity crime or has been placed on the discriminatory vendor list, a period longer than 36 months has passed since that person was placed on the convicted vendor or discriminatory vendor list. The LESSOR further understands and accepts that this LEASE shall be either voidable by the DISTRICT or subject to immediate termination by the DISTRICT, in the event there is any misrepresentation or lack of compliance with the mandates of Section 287.133 or Section 287.134, respectively, Florida Statutes. The DISTRICT, in the event of such termination, shall not incur any liability to the LESSOR for any work or materials furnished. 8.5 The LESSOR, by its execution of this LEASE, acknowledges and attests that neither it, nor any of its suppliers, subcontractors, or consultants who shall perform work which is intended to benefit the LESSOR is included on the list of Specially Designated Nationals and Blocked Persons (SDN List) which is administered by the U.S. Department of Treasury, Office of Foreign Assets Control. The LESSOR further understands and accepts that this LEASE shall be either void by the DISTRICT or subject to immediate termination by the DISTRICT, in the event there is any misrepresentation. The DISTRICT, in the event of such termination, shall not Page 4 of 8, Exhibit "B" Contract File:\Officlse.doc 03/04/09 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS incur any liability to the LESSOR for any work or materials furnished. 8.6. LESSEE shall, within seven (7) days after written request of LESSOR, execute an estoppel letter regarding the status of this LEASE which may be relied upon by any mortgagee or purchaser of the Premises and any assignee of LESSOR's interest in this LEASE. Such estoppel letter shall confIrm the terms, conditions and provisions of this LEASE; that this LEASE is in full force and effect; that this LEASE is unmodified, or if modified, the provisions of any modifications; that neither LESSOR nor LESSEE is in default of any of the terms, conditions or provisions of this LEASE; that LESSEE has no offsets, counterclaims or defenses to the payment of any Rent or Additional Rent; that LESSEE has no options to renew or purchase, and any other statements which LESSOR reasonably requests. In the event LESSEE fails to comply with any of the foregoing, such failure to comply shall automatically be deemed a confmnation by LESSEE that all items contained in the estoppel letter requested by LESSOR are true and correct and any mortgagee or purchaser of the Premises, and any assignee of LESSOR's interest in LEASE may rely on such confmnation. 8.7 The LESSOR shall not utilize the DISTRICT's exemption certificate number issued pursuant to Sales and Use Tax Law, Chapter 212, Florida Statutes, when purchasing materials used to fulfill its contractual obligations with the DISTRICT. The LESSOR shall be responsible and liable for the payment of all applicable FICA/Social Security and other taxes resulting from this LEASE. 8.8 The LESSOR shall allow public access to all project documents and materials in accordance with the provisions of Chapter 119, Florida Statutes. Should the LESSOR assert any exemptions to the requirements of Chapter 119 and related Statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be upon the LESSOR. 8.9 The LESSOR agrees that the Premises now conform, or that, prior to LESSEE's occupancy, the Premises shall, at LESSOR's expense, be brought into conformance with the requirements of the Americans with Disabilities Act (ADA), Sections 255.21 and 255.211, Florida Statutes and Chapter 60D-1, Florida Administrative Code, providing standards for special facilities for the physically disabled, and all applicable local codes and ordinances governing access to public buildings by handicapped persons. 8.10 The LESSOR at all reasonable times during normal business hours and upon Twenty Four (24) hours prior notice to LESSEE, may enter into and upon the Premises for the purpose of viewing the same and for the purpose of making any such repairs as it is required to make under the terms of this LEASE. 8.11 The DISTRICT is a governmental entity responsible for performing a public service and therefore has a legitimate interest in promoting the goals and objectives of the agency. The work under this LEASE involves a project consistent with these goals and objectives. Consequently, the DISTRICT is desirous of satisfactorily completing and successfully promoting this project with the cooperation of its LESSOR. Therefore, the LESSOR assures the DISTRICT that the LESSOR, its employees, subcontractors and assigns will refrain from acting adverse to the DISTRICT'S legitimate interest in promoting the goals and objectives of this project. The LESSOR agrees to take all reasonable measures necessary to effectuate these assurances. In the event the LESSOR determines it is unable to meet or promote the goals and objectives of the project, it shall have the duty to immediately notify the DISTRICT. Upon such notification the DISTRICT, in its discretion, may terminate this LEASE. ARTICLE 9 - RELATIONSHIP BETWEEN THE PARTIES 9.1 Nothing in this LEASE shall be interpreted to establish any relationship of principal and agent, partnership, joint venture or any other relationship than the relationship of LESSOR and LESSEE. 9.2 It is the intent and understanding of the Parties that this LEASE is solely for the benefit of the LESSOR and the DISTRICT. No person or entity other than the LESSOR or the DISTRICT shall have any rights or privileges under this LEASE in any Page 5 of 8, Exhibit liB" Contract File:\Officlse.doc 03/04/09 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS capacity whatsoever, either as third-party beneficiary or otherwise. 9.3 The LESSOR shall not assign, delegate, or otherwise transfer its rights and obligations as set forth in this LEASE without the prior written consent of the DISTRICT. Any attempted assignment in violation of this provision shall be void. 9.4 The LESSOR shall not pledge the DISTRICT'S credit or make the DISTRICT a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. 9.5 In the event that the Premises, or the major part thereof, are destroyed by fire, lightning, stonn, or other casualty, the LESSOR at its option may forthwith repair the damage to the Premises at its own cost and expense. The Rent thereon shall cease until the completion of such repairs and the LESSOR shall immediately refund the pro rata part of any Rent paid in advance by the LESSEE prior to the destruction. Should the Premises be only partly destroyed, so that the major part thereof is usable by the LESSEE, then the Rent shall abate to the extent that the injured or damaged part bears to the whole of the Premises, as reasonably determined by the LESSEE, and such injury or damage shall be restored by the LESSOR as speedily as is practicable and upon the completion of such repairs, the full Rent shall commence and the LEASE shall then continue the balance of the term. 9.6 The LESSOR shall provide for fire protection during the term of this LEASE in accordance with the fire safety standards of the State Fire Marshal. The LESSO R shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the State Fire Marshall. The LESSOR agrees that the Premises shall be available for inspection by the State Fire Marshall, prior to occupancy of the LESSEE, and at any reasonable time thereafter. 9.7 In the event the State Fire Marshall cites the LESSOR for fire code violation(s) which affect the Premises in any manner, the LESSOR shall immediately take all necessary action to correct such violation(s). Should the LESSOR fail to fully correct all such violations in a timely and proper manner, the LESSOR shall be in default of its obligations under this LEASE and shall be required to cure such default within ten (10) calendar days from receipt of notice of such default from the LESSEE. Should the LESSOR fail to correct such deficiency within this time, the LESSEE shall have the option to either: (i) correct the violation( s) at its own expense pursuant to this LEASE or (ii) should the LESSEE determine that any existing fire code violations pose an imminent threat to the safety of LESSEE's personnel or property, the LESSEE shall have the right to terminate this LEASE, without penalty or damages of any type and without prejudice to any remedy which might otherwise be used by the LESSEE for any breach of the LESSOR's covenants herein contained, upon giving Two (2) months written notice to the LESSOR. 9.8 The LESSOR certifies that no asbestos was used in the construction of the Premises or that, if asbestos was used, actions have been completed to correct all hazards caused by the use of asbestos. 9.9 The LESSEE, upon obtaining the written consent of the LESSOR, which written consent shall not capriciously be withheld, shall have the right to sublet all or any part of the Premises, or to assign all or any part of the Premises. ARTICLE 10 - GENERAL PROVISIONS 10.1 Notwithstanding any provISIOns of this LEASE to the contrary, the Parties shall not be held liable for any failure or delay in the performance of this LEASE that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this LEASE shall otherwise remain in effect. 10.2 In the event any provisions of this LEASE shall conflict, or appear to conflict, the LEASE, including all exhibits, attachments and all documents specifically incorporated by reference, shall be interpreted as a whole to resolve any inconsistency. Page 6 of 8, Exhibit "B" Contract File:\Officlse.doc 03/04/09 8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS 1 0.3 Failures or waivers to InSISt on strict performance of any covenant, condition, or provision of this LEASE by the Parties, their successors and assigns shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligations strictly in accordance with the terms of this LEASE. The acceptance of possession of the Premises by the LESSEE shall not be deemed a waiver of any of the obligations under the LEASE to be performed by LESSOR. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought. Such waiver shall be limited to provisions of this LEASE specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise. 10.4 Should any term or provision of this LEASE be held, to any extent, invalid or unenforceable, as against any person, entity or circumstance during the term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity shall not affect any other term or provision of this LEASE, to the extent that the LEASE shall remain operable, enforceable and in full force and effect to the extend permitted by law. 10.5 This LEASE may be amended only with the written approval of the parties. 10.6 This LEASE states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. The LESSOR recognizes that any representations, statements or negotiations made by LESSEE's staff do not suffice to legally bind the LESSEE in a contractual relationship unless they have been reduced to writing, authorized, and signed by an authorized LESSEE representative. This LEASE shall bind the parties, their assigns, and successors in interest. 10.7 At the expiration of the term, the LESSEE will peaceably surrender to the LESSOR the Premises in good and tenable repair. It is understood and agreed between the Parties that the LESSEE shall have the right to remove from the Premises all personal property of the LESSEE and all fixtures, machinery, equipment, appurtenances and appliances placed or installed on the Premises by it, provided the LESSEE restores the Premises to as good a state of repair as they were prior to the removal. 10.8 Any inconsistency in this LEASE shall be resolved by giving precedence in the following order: ( a) Exhibit "A" Special Provisions, if applicable (b) Exhibit "B" General Terms and Conditions (c) Exhibit "C" Statement of Work (d) all other exhibits, attachments and documents specifically incorporated herein by reference 10.9 The provisions, terms and conditions of this LEASE shall not be construed as a consent of the DISTRICT to be sued because of said leasehold. 10.10 The provisions of this LEASE are severable, and if one or more provisions are determined to be unenforceable, in full or part, by a court of competent jurisdiction, the validity of the remaining provisions, including any partially unenforceable provision, to the extent enforceable, shall not be affected in any respect whatsoever. ARTICLE 11 - MAINTENANCE AND REPAIRS 11.1 LESSOR shall have a general duty of repair. LESSOR shall, at LESSOR's sole expense, maintain and preserve the Premises in good condition and repair, including daily interior cleaning, repainting, the replacement of worn or damaged floor covering and repairs or replacement of interior equipment as may be necessary due to normal usage, and trash removal, to the satisfaction of LESSEE, and make all necessary repairs to the Premises and all improvements, fixtures and equipment located thereon, including but not limited to repairs to and maintenance of all interior, exterior, roof and structural portions of the Premises, all paved surfaces, windows, landscaping and all electrical, plumbing, HV AC and other machinery located on the Premises. LESSEE shall have the right to determine if and when any such repairs are necessary. LESSOR shall be responsible for all such repairs and maintenance whether caused by acts of LESSEE, its agents, servants, employees, customers, guests, licensees or by acts of third parties, governmental regulations, acts of God, casualties, or Page 7 of 8, Exhibit liB" Contract File:\Officlse.doc 03/04/09 (8 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS any other reason. LESSOR shall be responsible for painting the interior and exterior of the Premises when reasonably required by LESSEE. The LESSEE shall, during the term of this LEASE, keep the interior of the Premises in as good a state of repair as it is at the time of the commencement of this LEASE, reasonable wear and tear and unavoidable casualties excepted. 11.2 The LESSOR shall maintain the interior and exterior of the Premises including grounds and parking area so as to conform to all applicable health and safety laws, ordinances and codes which are presently in effect and which may subsequently be enacted during the term of this LEASE and any renewal periods. 11.3 The LESSOR shall furnish security services and grounds maintenance for the Premises during the term of this LEASE at the sole expense of the LESSOR. 11.4 The LESSOR agrees to furnish to the LESSEE heating and air conditioning equipment and maintain same in satisfactory operating condition at all times for the Premises during the term of the LEASE at the sole expense of the LESSOR. 11.5 All services required above shall be provided during the LESSEE's normal working hours, which are 7:30 a.m. to 5:30 p.m., Monday through Friday, excluding LESSEE holidays. 11.6 The LESSOR agrees to install in the Premises light fixtures for the use by the LESSEE. The LESSEE shall be responsible for replacement of all bulbs, lamps, tubes and starters used in such fixtures for the purpose of furnishing light. 11.7 The LESSOR shall maintain the lighting levels within the Premises at proper levels as stated in the State Energy Management Plan, Volume II, Section F. Page 8 of 8, Exhibit "B" Contract File:\Officlse.doc 03/04/09 EXHIBIT "C" DESCRIPTION OF PREMISES The LESSOR leases to the LESSEE approximately 458 square feet of office space at the Murray E. Nelson Government and Cultural Center at 102050 Overseas Highway, Key Largo, Florida including suites 225 (223.3 sq ft), 226 (110.8 sq ft) and 216 (123.7 sq ft). Page 1 of 1, Contract # 4600001751, Exhibit "e" EXHffiIT "D" Payment Schedule Annual Base Rental Rate (NNN): The Base Rental Rate is based on rentable square feet (458) and it is inclusive of Operating Expenses (maintenance and utility costs). The Year rental rate will be: $ 28.1 olsa FT The Base Rental shall be paid monthly in advance. The South Florida Water Management District is exempt from State of Florida sales tax. The LESSEE shall pay the LESSOR the amount of One Thousand Seventy-Two Dollars and Forty-Eight Cents ($1,072.48) monthly for a yearly rental amount of Twelve Thousand Eight Hundred Sixty-Nine Dollars and Eighty Cents ($12,869.80). Page 1 of 1, Lease Number 4600001751, Exhibit "D" EXHIBIT "H" I nsu ranee. A. LESSOR shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amounts as LESSOR shall deem appropriate. LESSEE shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises. B. LESSOR shall maintain a policy or policies of comprehensive general liability insurance with respect to the owner. LESSOR shall not be required to maintain insurance against thefts within the Leased Premises or the Building. Page 1 of 1, Exhibit "H"