12/10/2014 Agreement AMY HEAVILIN, CPA
�, CLERK OF CIRCUIT COURT & COMPTROLLER
A MONROE COUNTY,FLORIDA
401
DATE: December 11, 2014
TO: Christine Hurley, Director of
Growth Management
ATTN: Mayra Tezanos
Executive Assistant
FROM: Lindsey Ballard, D.0 4')-
At the December 10, 2014, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Item H9 Lease offer by the Ocean Reef Club to the Monroe
County Board of County Commissioners for a satellite office facility for Growth Management Staff to
expedite processing of building permits.
Enclosed is duplicate originals executed on behalf of Monroe County,for your handling. Should you
have any questions, please feel free to contact me.
cc: County Attorney (electronic copy)
Finance
J File
500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663
3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025
88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146
LEASE SUMMARY PAGE
LANDLORD: OCEAN REEF CLUB,Inc.,a Florida Corporation
ADDRESS: 35 Ocean Reef Drive,Suite 200 EO,Key Largo,FL 33037
TENANT: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
PROPERTY LOCATION: 2 Gatehouse Road,Key Largo,FL 33037
TERM ORIGINAL: Five(5)years,commencing February I,2015 and ending January 31,2020
RENT:
FIRST YEAR: February I,2015 through January 31,2016: $3,150.00 per month.
SECOND YEAR: First year rent plus 4% increase or CPI increase for the preceding 12 months,
whichever is higher.
THIRD YEAR: Second year rent amount 4% increase or CPI increase for the preceding 12
months,whichever is higher.
FOUR YEAR: Third year rent amount >L 4% increase or CPI increase for the preceding 12
months,whichever is higher.
FIFTH YEAR: Fourth year rent amount plus 4% increase or CPI increase for the preceding 12
months,whichever is higher.
SECURITY DEPOSIT: NA
PURPOSE: Use as an office facility,as properly permitted and licensed by Monroe County,
and/or any other applicable governmental agency.
PREPARATION OF PREMISES: "As Is"
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LEASE
THIS LEASE made and entered into at Key Largo, Monroe County, Florida, this day of
,2014, by and between OCEAN REEF CLUB,Inc.,a Florida corporation,hereinafter referred to
as"Landlord";and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS,hereinafter referred to as"Tenant".
W ITN E S S ET H:
1. LEASEHOLD PREMISES. Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord,
commercial space comprising a portion of those premises which are located at 2 Gatehouse Road , Key Largo, Florida,
depicted on a sketch of the Premises(the "Premises") attached hereto on Exhibit"A",and including parking spaces for the
use of the Tenant.
2. TERM-ORIGINAL. The original lease term hereof shall be Five(5)years as designated on the Summary Page,
subject to early termination provisions of this agreement.
3. RENT. The annual rent for the lease term shall be as set forth on the Summary Page. Said rent shall be payable in
arrears upon receipt of a proper invoice pursuant to the Florida Prompt Payment Act, Sections 218.70, Florida Statutes, et.
seq.
On the I"day of February,2015,and annually thereafter,there shall be an adjustment to the base rent which shall be
derived by taking the preceding year's rent and increasing the same by four percent (4%) or the percentage change of the
Consumer Price Index for the preceding twelve(12)months,whichever is higher.
"Index"shall mean the"Consumer Price Index for Urban Wage Earners and Clerical Workers, U. S. City Average,
all items(1967— 100)" issued by the Bureau of Labor Statistics of the United States Department of Labor. In the event the
Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the
Percentage Increases(defined above)shall be made with the use of such conversation factor,formula,or table for converting
the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same,then with the
use of such conversion factor,formula or table as may be published by Prentice Hall, Inc.,or,failing such publication,by any
other nationally recognized publisher of similar statistical of similar statistical information. In the event the Index shall cease
to be published,then for the purposes of this lease,there shall be substituted for the Index,such other index as Landlord shall
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determine.
For any partial month within the term hereof said rent shall be payable on a prorated basis. All rents shall be paid
when due and interest for late payments shall be as set by the Prompt Payment Act.
In the event that funds cannot be obtained or cannot be continued at a level sufficient to pay the lease price or the
County's office acquires adequate office space in a County-owned or State-owned building, this lease may be terminated
without penalty by the Tenant providing to Landlord at least six (6) months prior written notice of the termination. NO
rental shall accrue and neither party shall have any further obligations under the terms of the lease after the effective date of
the notice. Payment under a multiple year agreement is contingent upon annual appropriation by the Board of County
Commissioners.
Each party hereto represents and warrants that there are no claims for brokerage commissions or finder's fees in
connection with the transactions contemplated herein resulting from any action taken by it. Each of the parties agrees to
indemnify,defend,and hold harmless the others in respect of any and all losses sustained by the other as a result of liability
to any broker or finder on the basis of any arrangement or agreement made by or on behalf of such party. The provisions of
this Section shall survive the termination of this Lease.
4. SECURITY DEPOSIT. N/A
5. UTILITIES. The Landlord shall pay all charges for electricity, water, gas, solid waste, sewage, air conditioning
and heating services used at the Premises during the lease term. Due to the instability of fuel prices and other economic
factors affecting the cost of utilities in recent years,the parties agree that should the increase in costs of utilities escalate at a
rate higher than the CPI specified herein,the parties may renegotiate the rental amount to reflect the change in utilities. Any
such change shall be incorporated in a written addendum to this agreement and signed by both parties.
Landlord shall not be liable in the event of any interruption in the supply of any utilities. Tenant agrees that it will
not install any equipment which will exceed or overload the capacity of any utility facilities and that if any equipment
installed by Tenant shall require additional utility facilities, the same shall be installed at Tenant's sole cost and expense in
accordance with county codes and with plans and specifications to be approved in writing by Landlord. Tenant shall be
solely responsible for and shall promptly pay all charges for connection fees and capital and other assessments imposed by
the utility provider.
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6. ACCEPTANCE OF THE PREMISES "AS IS". Tenant agrees to accept the premises in"as is" and "where is"
condition, without any agreements, representations, understandings or obligations on the part of Landlord whatsoever to
perform any alterations, repairs or improvements. Tenant's having taken possession of the premises shall be conclusive
evidence that the premises were in good order and satisfactory condition on the day Tenant took possession.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines
have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from
your county public health unit.
7. USE OF PREMISES. Tenant shall not use the premises, or permit any part of such premises to be used for any
unlawful or hazardous purpose, nor shall Tenant operate or conduct its business in a manner constituting a nuisance of any
kind. The use of the premises permitted hereunder is any lawful use,provided said use is properly permitted and licensed by
the Monroe County,Florida and/or any other applicable governmental agencies.
No use of the premises shall be made or permitted to be made, or acts done, that will cause a cancellation of any
insurance policy covering the building; nor shall Tenant sell,or permit to be kept,used,or sold,in or about the premises,any
article prohibited by the standard form of fire insurance policies.
In the event that Tenant keeps or permits to be kept any article in or about the premises, or does some act on the
premises which results in an increase of premiums owed by Landlord for fire, flood, windstorm or other insurance policies,
Tenant shall pay all of such increased premiums as additional rent.
Tenant acknowledges that the Ocean Reef Club Logo and the marks Ocean Reef®,Ocean Reef Club®, and Ocean
Reef Club, A Unique Way of Life® (the "Marks") are registered trademarks of Landlord and are the sole and exclusive
property of Landlord. Tenant acknowledges and agrees to respect the exclusive proprietary rights of Licensor to the Marks
and the common law rights in and to the names "Ocean Reef Club, "Ocean Reef," "Ocean Reef Club, A Unique Way of
Life," and to any combination or derivation of names or phrases using any of such names and to the Ocean Reef Club
Iogo.Tenant agrees:
A. To give to Landlord prompt notice of any accident occurring on or about the Premises.
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B. That all loading and unloading of goods shall be done only at such times, in the areas and through such
entrances as may be designated for such purposes by Landlord. Trailers or trucks shall not be permitted to remain parked,
overnight,whether loaded or unloaded.
C. To cause all deliveries by trucks to the premises to be made before 10:00 A.M. or after 4:00 P.M. to the
extent possible.
D. To keep all garbage and refuse in the kind of container specified by Landlord and to place the same outside
of the premises, prepared for collection, in the manner and at the times and places specified by Landlord,and in accordance
with Monroe County,Florida regulations.
E. To keep the outside areas immediately adjoining the premises clean and not to burn, place or permit any
rubbish,obstruction or merchandise in such areas.
F. To keep the premises, both inside and outside, clean, orderly, sanitary and free from objectionable odors
from waste,garbage,insects,vermin and other pests.
G. To conduct its business in or about the premises and within the Ocean Reef complex in all respects in a
dignified and highly professional manner at all times.
H. To use, at its sole cost, a licensed pest extermination contractor at such intervals as may be necessary to
keep the premises free of pests. Tenant shall notify Landlord of the exterminator chosen by Tenant and the frequency of the
exterminator's proposed visits. Both of such items shall be subject to Landlord's approval.
I. To install such fire extinguishers, smoke detectors, and such other safety equipment as Landlord shall
require.
J. To provide Landlord at all times with a copy of all exterior keys to the premises which will give Landlord
access thereto. In the event the Tenant changes any of the exterior locks on the premises, copies of new keys shall be
delivered to Landlord within forty-eight(48)hours of such change;
8. ALTERATIONS AND REPAIRS. The Tenant will, at Tenant's sole cost and expense, keep that portion of the
premises utilized by it in good repair and tenantable condition during the term of this lease. The Tenant will, at the
termination of this lease return the premises to the Landlord in as good condition as when received, ordinary wear and tear
excepted.
Tenant shall make no alterations, additions, or improvements to the premises without the prior written consent of
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Landlord. Alterations requiring Landlord's prior written consent include, but are not limited to, structural or cosmetic
alteration to the premises and any alteration or decoration,whether exterior or interior, which is visible from outside of the
building._11 is expressly acknowledged that in order for the premises to suitable for tenant's use, alterations are needed to
make the premises ADA compliant and suitable for government services. Landlord will erect a partition wall enclosing the
portion of the premises to be leased to Tenant and shall make the necessary improvements to the premises, including but not
limited to the restroom and entrance to comply with ADA guidelines.Tenant shall remunerate Landlord for the costs of these
improvements in an amount not to exceed$25,000,payable upon the latter of contemporaneous with the payment of rent for
February, 2015 or with the payment of rent for the month immediately following the closed status of all required building
permits for alterations described herein. If Landlord determines that the cost of improvements will exceed$25,000,then this
lease may be terminated by Landlord without penalty. However,the parties shall renegotiate this lease in good faith in such
eventuality.
All additions,changes,and other improvements erected or placed on the premises shall remain thereon and shall not
be removed therefrom. At the expiration of this lease all such improvement shall be the property of the Landlord, at the
landlord's option. In the event the Landlord so elects, the Tenant shall remove such improvements from the property and
restore the property to its original condition all at Tenant's expense.
Landlord shall provide handicap parking with ADA access via handicap ramp to the Tenant's office pursuant to
current ADA Standards.
9. SIGNS. Landlord may provide a single signpost outside of the premises, and Tenant may, at its sole cost and
expense, provide signs for attachment to said signpost, after receipt of all required permits and approvals. Tenant will not
exhibit,inscribe,paint,or affix any sign,advertisement,notice,or other lettering on any part of the outside of the premises or
of the building of which the leasehold premises are a part, or inside the premises if visible from the outside, without first
obtaining required governmental approvals thereof;and Tenant further agrees to maintain such sign,lettering,etc.,as may be
approved,in good condition and repair at all times.
10. MAINTENANCE. Tenant shall maintain the interior of the premises, and shall make all necessary repairs therein,
including without limitation, maintenance and repair of interior walls, windows, and doors. Tenant shall provide monthly
maintenance to the air conditioning units within the premises. Tenant shall be responsible for cleaning the interior of the
premises and maintaining all light fixtures in working order. Landlord is responsible to maintain and repair the exterior walls
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and roof of the building,as well as the electrical wiring,the plumbing system serving the premises,and the air conditioning
equipment.
I I. INSURANCE. Landlord shall obtain and keep in force, insurance coverage insuring against any loss or damage to
the premises caused by fire, windstorm, flood, or other such hazards, as well as a policy of comprehensive public liability
insurance insuring Landlord and Tenant against any and all claims for damages to person or property, or loss of life or of
property,occurring upon,in or about the premises,subject to the limitations of Section 768.28,Florida Statutes.
It shall be the exclusive obligation of Tenant to insure any and all contents of the leasehold premises and it is hereby
agreed that the Landlord shall have no liability for loss or damage to the same from any cause whatsoever.
Tenant shall at all times during the term hereof keep in force insurance policies providing the following coverage,at
its own expense:
Commercial General Liability with a combined single limit of Three Million Dollars ($3,000,000.00) per
occurrence and aggregate,including auto liability and contractual indemnity coverage;and
ii. Workers'compensation insurance in amounts required by applicable law,and employer's liability coverage
with limits of at least$1,000,000.
All such policies shall be issued by a licensed insurance company reasonably acceptable to Landlord. The
deductible, if any,shall be an amount acceptable to Landlord. Such insurance(and all other policies of insurance required to
be obtained and maintained by Tenant) shall provide for waiver of subrogation and shall include (a) an endorsement
expressly providing that such policies shall not be cancelable or subject to material reduction of coverage or otherwise be
subject to modification except after thirty (30)days'prior written notice to Landlord,ORCA,and any other parties named as
insureds or loss payees,(b)an endorsement providing that Landlord its successors,assigns and nominees holding any interest
in the Premises,including,without limitation the holders of any mortgage,and Ocean Reef Community Association,Inc.and
its successors, assigns and nominees, shall each be named as a named insured, an additional insured, or loss payee, as the
case may be,and(c)an endorsement providing that such insurance as is afforded under Tenant's policy is primary as respects
Landlord and any other named insureds,additional insureds,and loss payees,and that any other insurance maintained by any
of them is excess and noncontributing with other insurance required under this Lease. "Claims made"insurance policies are
not acceptable to satisfy Tenant's insurance requirements under this Lease. Tenant shall furnish to Landlord and ORCA,on
or before the Commencement Date and thereafter within thirty(30)days prior 10 the expiration of each such policy,copies of
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such policies or certificates of insurance and endorsement(s)evidencing satisfaction of the above insurance requirements and
payment of the premiums.
12. DESTRUCTION OR DAMAGE.
A. If the premises are, or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate
notice thereof to Landlord and this lease shall continue in full force and effect except as hereinafter set forth.
B. If the premises are partially damaged or rendered partially unusable by fire or other casualty insured under the
coverage obtained by the Landlord, the damages thereto shall be repaired by Landlord, to the extent insurance
proceeds are available. Landlord will make the repairs and restorations with all reasonable expedition, subject to
delays due to adjustment of insurance claims,labor troubles,and causes beyond Landlord's control. After any such
casualty,Tenant will cooperate with Landlord's restoration by removing from the premises as promptly as possible,
all of Tenant's salvageable inventory and moveable equipment,furniture and other property.
C. If the premises are rendered wholly unusable or, if the building be so damaged that the Landlord shall decide to
demolish it or rebuild it,then,in such events,Landlord or Tenant may elect to terminate this lease by written notice
to the other given within ninety (90) days of such fire or casualty, specifying a date for the expiration of the lease,
which will not be more than sixty (60)days after giving such notice, and upon the date specified in such notice the
term of the lease will expire fully and completely as if such date were the date set forth above for the termination of
this lease. In such event,Tenant will forthwith quit,surrender and vacate the premises without prejudice however to
Landlord's rights and remedies against Tenant under the lease provisions in effect prior to such termination,and any
rent owing will be paid up to such date.
D. Nothing contained hereinabove will relieve Tenant from any liability that may exist as a result of damage from fire
or other casualty. Tenant acknowledges that Landlord will not carry insurance on Tenant's inventory and/or
furnishings or any fixtures or equipment, improvements,or appurtenances removable by the Tenant,and agrees the
Landlord will not be obliged to repair any damage thereto or replace the same. Tenant shall be entitled to an
abatement of the rent for any portion of the premises rendered unusable as a result of damage caused by fire or other
casualty insured under the coverage obtained by the landlord commencing on the date the premises were rendered
unusable and continuing until the premises have been fully restored to its pre-damage condition. Tenant shall be
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responsible to insure the improvements and repairs which Tenant provides to the premises. Except as provided for
in this lease,the Tenant does not have the right to cancel or terminate this lease.
13. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an event of default hereunder:
A. Discontinuance by Tenant of the conduct of its business in the premises,for a period of thirty(30)days or longer.
B. The filing of a petition by or against Tenant for adjudication as a bankrupt or insolvent, or for its reorganization or
for the appointment ofa receiver or proceedings under Chapter X and/or Chapter IX of the Federal Bankruptcy Law;
an assignment by Tenant for the benefit of creditors; or the taking possession of the property of Tenant by any
governmental officer, court appointed receiver or agency pursuant to statutory authority for the dissolution or
liquidation of Tenant.
C. Failure of Tenant to pay when due any installment of rent hereunder or any other sum herein required to be paid by
Tenant.
D. Abandonment or desertion of the premises or permitting the same to be empty and unoccupied,for any consecutive
periud of thirty(30)days or longer.
E. Tenant's failure to perform any non-monetary covenant or condition of this lease within ten (10)days after written
notice and demand.
14. RIGHTS OF LANDLORD UPON DEFAULT BY TENANT. If the Tenant is in default as defined in
subparagraphs A to D inclusive of Paragraph 13 and if the same is not cured by the Tenant within three(3)days after written
notice to the Tenant or if the Tenant is in default pursuant to the provisions of subparagraph E of Paragraph 13,the Landlord,
in addition to all rights and remedies granted under the laws of the State of Florida shall have any or all of the following
rights:
A. To re-enter and remove all persons and property from the premises,and such property may be removed and stored in
a public warehouse or elsewhere at the cost of and for the account of Tenant,all without service of notice or resort to
legal process and without being deemed guilty of trespass, or becoming liable for loss or damage which may be
occasioned thereby;and/or
B. To terminate the lease and re-let the premises for account of the Landlord or within the sole discretion of Landlord
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the premises may be re-let for the account of the Tenant.
15. EARLY TERMINATION. Termination for Convenience. This lease may be terminated by the LESSOR for
convenience and without cause upon one hundred eighty(180)days written notice delivered by hand or certified mail,return
receipt requested,of intent to terminate and the date on which such termination becomes effective.
LANDLORD'S RIGHT TO DAMAGES IN THE EVENT OF TERMINATION. In the event of Landlord's termination
of this lease for Tenant's breach hereunder, in addition to any other remedy otherwise available at law or equity, Landlord
may recover from Tenant all damages incurred by reason of such breach,including the cost of recovering the premises.
15. ATTORNEY'S FEES AND COSTS. Tenant shall pay reasonable attorney's fees and all reasonable costs in the
event that Tenant fails to comply with its obligations under this lease and the matter is referred to Landlord's attorney.
If any action at law or in equity shall be brought under this lease,or for or on account of any breach of,or to enforce
or interpret any of the covenants,terms,or conditions of this lease,or for the recovery of possession of the demised premises,
the prevailing party shall be entitled to recover from the other party,reasonable attorneys fees and costs,the amount of which
shall be fixed_by the court and shall be made a part of any judgment or decree rendered.
16. INDEMNIFICATION.HOLD HARMLESS. Subject to Section 768.28,Florida Statutes,Tenant shall indemnify
and hold harmless Landlord against and from any and all claims arising from Tenant's use of the premises for the conduct of
its business or from any activity,work,or other thing done, permitted or suffered by the Tenant in or about the building,and
shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in
the performance of any obligation on Tenant's part to be performed under the terms of this lease, or arising from any act or
negligence of the Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and from all and against all costs,
attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon.
Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to
persons, in, upon or about the premises, from any cause other than Landlord's negligence, and Tenant hereby waives all
claims in respect thereof against Landlord.
17. WAIVER. The failure of either the Landlord or Tenant to insist in any one or more instances upon the strict
performance of any one or more of the obligations of this lease,or to exercise any right or election herein contained,shall not
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be construed as a waiver or relinquishment for the future of the performance of such obligations of this lease,or of the right
to exercise such election, but the same shall both continue and remain in full force and effect with respect to any subsequent
breach,actor omission.
18. LIENS. Tenant further agrees that Tenant will pay all of Tenant's contractors, subcontractors,mechanics, laborers,
materialmen and all others, and, subject to the limitations set forth in F.S. 768.28, will indemnify Landlord against all legal
costs and charges,bond premiums for release of liens,and counsel fees reasonably incurred in the commencement or defense
of any suit by the Landlord to discharge any liens,judgments, or encumbrances against the premises caused or suffered by
Tenant. It is understood and agreed between the parties hereto that the costs and charges above referred to shall be
considered as additional rent due under this lease,payable upon demand.
The Tenant herein shall not have any authority to create any liens for labor or material on the Landlord's interest in
the above-described property, and all persons contracting with the Tenant for the doing of work or the furnishing of any
materials on or to the premises,and all materialmen,contractors,mechanics and laborers,are hereby charged with notice that
they must look to the Tenant only to secure the payment of any bill for work done or materials furnished during the term of
this lease.
19. EFFECT OF TENANT'S HOLDING OVER. Any holding over after the expiration of the term of this lease,with
the consent of Landlord, shall be construed to be a tenancy from month-to-month, at the same monthly rent as required for
the period immediately prior to the expiration of the lease.
20. PEACEFUL POSSESSION. So long as Tenant pays all of the rent and charges due and performs all of Tenant's
other obligations hereunder, Tenant shall peaceably and quietly have, hold, and enjoy the premises throughout the term of
this lease,without interference or hindrance by Landlord.
21. TRANSFER BY LANDLORD. In the event of termination of Landlord's ownership of the premises by operation
of law or by bona fide sale of the premises or for any other reason, then Landlord shall be released from all liability and
responsibility hereunder. In such event, Landlord's successor, by acceptance of rent from Tenant, shall become liable and
responsible to Tenant in respect to all such obligations of Landlord under this lease.
This lease may be assigned by the Landlord in which case, Tenant, upon request by Landlord, shall issue a letter
stating that the lease is in full force and effect and that there are no setoffs,claims,or other defenses to rent.
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22. ASSIGNMENT OR SUBLET BY TENANT. Tenant may not assign this Lease in whole or in part,nor sublet any
portion of the premises, without Landlord's prior written consent. Landlord's consent to an assignment shall not be
unreasonably withheld.
The Tenant and signatory to this lease, and any subsequent assignees or subleases, shall remain liable to Landlord
under the terms of this lease, regardless of the number of intervening assignments and subleases, without consent to such
further assignments and subleases being required, unless and until Landlord expressly releases said Tenant, assignee or
sublease from liability under this lease,and such liability shall not be in any way affected or reduced by any modification of
the lease between Landlord and the occupant assignee,even if such modification is made without the prior tenants'consent.
Landlord's consent to any assignment, subletting, occupation,or use by another person,shall not be deemed to be a
consent to any subsequent assignment, subletting, occupation, or use by any other person, or a waiver of any right of
Landlord to deny such consent pursuant to the provisions hereof. Furthermore,Tenant understands and agrees that, should
Landlord approve any assignment or sublease, Landlord shall have the right to be reimbursed for legally-related expenses in
connection with the review,preparation,and processing of any documents associated with said assignment/sublease.
_..If Tenant is an entity other than a natural person,a change in the controlling interest of said entity shall be deemed
an assignment of this lease and thereby subject to consent by Landlord.
23. SUBORDINATION.NON-DISTURBANCE AND ATTORNMENT.
A. Subordination by Tenant. Tenant hereby subordinates its rights hereunder to the lien of any mortgage or mortgages,
or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the
premises,and to all advances made or hereafter to be made upon the security thereof. This shall be self-operative
and no further instrument of subordination shall be required by any mortgagee. However,Tenant, upon request of
any party in interest, shall execute promptly such instrument or certificates and irrevocably appoints Landlord as
Attorney-in-Fact for Tenant,with full power and authority to execute and deliver, in the name of Tenant, any such
instrument or certificates.
B. Estoppel Certificate. Within ten (10) days after request by Landlord, or in the event that, in connection with any
sale,assignment or hypothecation of the promises by Landlord,an estoppel certificate shall be required from Tenant,
Tenant agrees to deliver, in recordable form, an estoppel certificate to any proposed mortgagee, purchaser, or to
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Landlord, certifying(if such be the case) that this lease is in full force and effect and that there are no defenses or
offsets thereon,or stating those claimed by Tenant,as long as those are factual statements when made.
C. Attornment. In the event of a sale or assignment of Landlord's interest in the premises comes into the hands of a
mortgagee, or any other person, whether because of a mortgage foreclosure, exercise of a power of sale, or other
reason, Tenant shall recognize said mortgagee or other person as the same as Landlord hereunder. Tenant shall
execute, at Landlord's request, any attornment agreement required by any mortgagee, or other such person
containing such provisions as such mortgagee or other person requires.
24. PROHIBITION AGAINST INVOLUNTARY ASSIGNMENT. Neither this lease, nor the leasehold estate of
Tenant, nor any interest of Tenant in the demised premises, shall be subject to involuntary assignment, transfer, or sale by
operation of law,or otherwise,(except through statutory merger or consolidation,devise, or intestate succession). Any such
attempted involuntary assignment,transfer,or sale shall be void,and of no effect.
25. NOTICE. All notices or demands given or sent by either party to the other under this lease, shall be deemed to
have been fully given and/or sent, when made in writing and deposited in the United States mail, certified or registered and
postage prepaid,or when received,via hand delivery or nationally recognized overnight courier and addressed as follows:
TO LANDLORD:
Ocean Reef Club,Inc.
35 Ocean Reef Drive,Suite 200 EO
Key Largo,Florida 33037
Attention: President
with a copy to:
Ocean Reef Club,Inc.
35 Ocean Reef Drive,Suite 200 EO
Key Largo,Florida 33037
Attention:General Counsel
TO TENANT:
DIRECTOR,MONROE COUNTY GROWTH MANAGEMENT
2798 Overseas Highway,Suite 400
Marathon,FL 33050
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26. WAIVER OF JURY TRIAL. EXCEPT AS PROHIBITED BY LAW, LANDLORD AND TENANT HEREBY
KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED HEREON,OR ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS LEASE,
THIS WAIVER BEING A MATERIAL INDUCEMENT FOR LANDLORD TO ENTER INTO THE LEASE.
27. BANKRUPTCY OF TENANT. IN THE EVENT TENANT FILES ANY FORM OF BANKRUPTCY,
LANDLORD SHALL BE ENTITLED TO IMMEDIATE TERMINATION OF THE AUTOMATIC STAY PROVISIONS
OF II U.S.C. §352, GRANTING LANDLORD COMPLETE RELIEF AND ALLOWING THE LANDLORD TO
EXERCISE ALL OF ITS LEGAL AND EQUITABLE RIGHTS AND REMEDIES, INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO TERMINATE THIS LEASE AND DISPOSSESS TENANT FROM THE DEMISED
PREMISES IN ACCORDANCE WITH FLORIDA LAW. ADDITIONALLY, TENANT AGREES NOT TO DIRECTLY
OR INDIRECTLY OPPOSE OR OTHERWISE DEFEND AGAINST LANDLORD'S EFFORT TO GAIN RELIEF FROM
THE AUTOMATIC STAY. LANDLORD SHALL BE ENTITLED AS AFORESAID TO THE LIFTING OF THE
AUTOMATIC STAY WITHOUT THE NECESSITY OF AN EVIDENTIARY HEARING AND WITHOUT THE
NECESSITY OR REQUIREMENT OF THE LANDLORD TO ESTABLISH OR PROVE THE VALUE OF THE
LEASEHOLD,THE LACK OF ADEQUATE PROTECTION OF ITS INTEREST IN THE LEASEHOLD,OR THE LACK
OF EQUITY IN THE SAME. TENANT SPECIFICALLY AGREEES AND ACKNOWLEDGES THAT THE LIFTING OF
THE AUTOMATIC STAY HEREUNDER BY THE APPROPRIATE BANKRUPTCY COURT SHALL BE DEEMED TO
BE"FOR CAUSE"PURSUANT TO SECTION 362(D)(I). THIS CLAUSE WAS A MATERIAL CONSIDERATION TO
LANDLORD TO GIVE THIS LEASE, AND HAD TENANT NOT AGREED TO THIS PROVISION, LANDLORD
WOULD NOT HAVE ENTERED INTO THIS LEASE.
28. REMEDIES CUMULATIVE. All remedies conferred on Landlord herein shall be deemed cumulative and shall
not be exclusive of any other remedy conferred by law.
29. PUBLIC ACCESS. The Landlord and tenant shall allow and permit reasonable access to, and inspection of, all
documents,papers,letters or other materials in its possession or under its control to the extent required under the provisions
of Chapter 119, Florida Statutes, and made or received by the Landlord and Tenant in conjunction with this Lease; and the
Tenant shall have the right to unilaterally Terminate this Lease upon violation of this provision by Landlord.
30. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the Tenant and the Landlord in this Lease and the acquisition of any commercial liability insurance coverage,
self-insurance coverage,or local government liability insurance pool coverage shall not be deemed a waiver of immunity to
the extent of liability coverage, nor shall any contract entered into by the Tenant be required to contain any provision for
waiver.
31. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity,and no member,
officer, agent or employee of Monroe County shall be liable personally on this Lease Agreement or be subject to any
personal liability or accountability by reason of the execution of this Lease.
Ocean Reef -
Key Largo,Monroe County,FL
32. ENTIRE AGREEMENT / PARTIES BOUND. This lease contains the entire agreement between the parties
hereto and all previous negotiations leading hereto and it may be modified only by an agreement in writing signed by the
Landlord and Tenant. The covenants and conditions herein contained shall apply to and bind the heirs,successors,executors,
administrators and legal assigns of the parties to this lease.
IN WITNESS WHEREOF, the Landlord and Tenant have duly signed and executed these presents on this
1041" day of DGDGYnbCV ,2014.
Signed,sealed and delivered
In the presence of: "LANDI1ORD"
\ \ OCEA2rE,E�F�ICLUB,INC.
�x..n inn tir.� L1 v+ r3f1`+-/ By: II �11V4
Witness as to Landlord
tri
Witness as to L dlo��P
"TENANT"
MONROE COUNTY BOARD OF COUNTY
•
COMMISSIONERS
AMY "cAV{[IN,CLERK reCA g
„`
By:
4 �-11-)claa r By:
Deputy Clerk Mayor
MONROE COUNTY ATTORNEY
PROVED A O FORM:
STEVEN .r. WILLIAMS
ASSISTANTCOUNTY ATTORNEY
Date // ao//y
Ocean Reef -15-
Key Largo,Monroe County,FL
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