Item I2 1.2
G BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Heather Carruthers,District 3
IleOI1da Keys Mayor Pro Tern Michelle Coldiron,District 2
�p.° Craig Cates,District I
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
January 22, 2020
Agenda Item Number: I.2
Agenda Item Summary #6378
BULK ITEM: Yes DEPARTMENT: Building
TIME APPROXIMATE: STAFF CONTACT: Ed Koconis (305) 453-8727
N/A
AGENDA ITEM WORDING: Approval of Amendment Number 1 to the Ocean Reef Club lease
to the Monroe County Board of County Commissioners for a satellite permitting office in Ocean
Reef.
ITEM BACKGROUND:
The Ocean Reef Club requested an evaluation and consideration of a satellite office for their area in
2014. Said BOCC satellite permitting office has been operating there, in Ocean Reef, since March
2015.
The current lease is due to expire on January 31st, 2020, and the parties mutually desire to execute an
amendment to the lease for another five-year term.
In addition to the amended term, changes include the reduction of rent to $10.00 per year and the
removal of any requirement for Monroe County to expend funds for any alterations required for
compliance with ADA guidelines as said repairs have been completed and will not be required in
any new building being rented.
Finally, Ocean Reef will be demolishing the existing building and rebuilding a new structure. They
will be providing a temporary location for Monroe County during said construction.
PREVIOUS RELEVANT BOCC ACTION:
On December 10, 2015 the BOCC approved the original lease agreement with the Ocean Reef Club.
The terms of the agreement included an original lease term of five years, with said lease concluding
on January 31 st, 2020.
CONTRACT/AGREEMENT CHANGES:
Extension of time frame
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Packet Pg. 1383
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ORC Lease Amendment No. 1
ORC Lease BOCC Agenda Item APPROVED
FINANCIAL IMPACT:
Effective Date: February 1, 2020 for Amendment No. 1
Expiration Date: January 31, 2025
Total Dollar Value of Contract: $50.00 for 5 year Amendment No. 1
Total Cost to County: $50.00 for Amendment No. 1
Current Year Portion: $10.00
Budgeted: YES—
Source of Funds: 180-52505-530-490
CPI: NO
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: NO If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
N/A. Reduction in budgeted expenses for current fiscal year and nominal $10.00 per fiscal year
in years 2-5.
REVIEWED BY:
Rick Griffin Skipped 12/23/2019 11:24 AM
Assistant County Administrator Christine Hurley Completed
12/26/2019 11:18 AM
Peter Morris Completed 12/26/2019 3:56 PM
Budget and Finance Completed 12/26/2019 3:57 PM
Maria Slavik Completed 12/30/2019 8:12 AM
Ed Koconis Completed 01/03/2020 8:07 AM
Kathy Peters Completed 01/03/2020 8:29 AM
Board of County Commissioners Pending 01/22/2020 9:00 AM
Packet Pg. 1384
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AMENDMENT NO. 1 TO LEASE
BETWEEN 2
OCEAN REEF CLUB,INC.
AND M NROE COUNTY
THIS AMENDMENT NO.1 TO LEASE is made and entered into this of '2020,between
OCEAN REEF CLUB, Inc., a Florida corporation, hereinafter referred to as "Landlord"® and MONROE CL
COUNTY BOARD OF COUNTY COMMISSIONERS, hereinafter referred to as"Tenant".
ITNESSETH:
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WHEREAS, on December 10, 2014,the Landlord and Tenant entered into a Lease for the purpose of use
as an office facility, as properly permitted and licensed by Monroe County, and/or any other applicable
governmental agency, having an original term of five (5) years commencing on February 1, 2015 and
ending January 31,2020; and
WHEREAS,the Landlord and Tenant recognize the public benefit of continuing the Lease®and
WHEREAS,the Landlord and Tenant desire to modify and renew said Lease®
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NOW,THEREFORE,in consideration of the mutual covenants and obligations contained herein,and other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
undersigned Landlord and Tenant parties agree as follows:
1. The recitals contained herein are true and correct and are hereby incorporated as if-ffully set forth
herein.
2. The original Lease between Landlord and Tenant is made a legally effective part of this
Amendment No. 1, except as expressly amended under this Amendment and the amended
attached Exhibit"A"
1 TERM ORIGINAL and RENT on the LEASE SUMMARY PAGE are hereby amended to read as follows:
TERM AMENDMENT NO. 1: Five (5)years, commencing on February 1, 2020 and ending January
31,2025 and RENT:$10.00 per calendar year due on February 1 of each year. d
4, Section 2.of the Lease is hereby amended to read as follows:
2. TERM AIMEND EI4T NO. 1. The amended lease term hereof shall be five (5) years as
designated on the Summary Page,subject to the early termination provisions of this agreement,
5, Section 3.of the Lease is hereby amended to read as follows:
3. RENT. The annual rent for the lease 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,Section 21 .70, Florida Statutes, et.seq.
0. Section A.of the Lease is hereby amended to read as follows: U
R. 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'terra 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.
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Tenant .shaiU make no a[teraU:ion, aMtions, or improvements to the premises without the �
prior written consent of U..arndiord. Alterations requiring Larndllord°s prior written consent incUuAde,
but are not Uimr ted to, structurM or cosmetic aiteratlorn to the premises and any Ateration or
decoration,whether exterior or interior,which is visidUe frown outside of the bu fldi ng. cm
AIIII additions, changes, and other improvements erected or placed on the premises shaftCL
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remain thereon and shaiU not Use removed therefrom. At the expiration of the Lease aUU such �
improvements shaUU be the property of the Landlord, at the LarndUord"s optlon, in the event the
Landlord so elects, the Tenant shMa remove such improvements frown the property and restore �
time property to its original condition at Tenant®s expense,
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Larndllord .shMa provide handicap panting with AURA access via handicap ramp to the Tenant®s
office pursuant to current AURA standards.
Utz MTN E SS WHEREOF,the LandUord and Tenant have duly signed and executed these presents �
on this day of
Signed,seaUed and delivered
Urn the presence of: �
"LAUDDILORD"
OCEAN REEIF CLUB, MC, 4-
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Witness No. 1 as to LandUord (print Name
MONROE COUNTYY
Witness No. 1 as to Lanftrd (Signature) PP , VET AS TO FORM
Witness No. 2 as to Landlord (PHnt Name) PETER I
ASSISTAN
Dater _.._.. .
Witness No. 2 as to Landlord(Signature)
"TENANT" U)
MONROE-COUNTY BOARD OF COUNTY
OF MONIRCE COUNTY, FLORIDA
By
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Area to be Leased shown Ib0o is l"a Holm demolition of buflding on Exlhiblt"A" Page I and the period �
of time in a temporary buflding on premise prior to cornµ Wfion of b uullding shown l,u0ow—Ws Moulding
has an estimated occupancy date of Fa l 2020.
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LEASE SUMMARY PAGE
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LANDL,ORD: OCEAN REEF CLIJB,Inc.,a Florida Corporation
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AIDDRES& 35 Ocean Reef Drive,Suite 200 EO,Key IL,argoa,F1,33037 1-
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TE NAN'r: MONROE COLNTY BOARD OF COUNTY COMMISSIONERS
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PROPERTY I.A.)CA"TION: 2 Gatehouse Road,Key Largo,FL 33037
TERM ORIGINAL: Five(5)years,cornmencing February 1,2015 and en din gJanuary 31,2020 0
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RENT:
FIRS"I'YAR: February p,20 5 through January 31,2016: $3,150„00 per month, U)
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SECOND YEAR: First year rent p.!q 4% increase or CP1 increase for the preceding 12 months,
whichever is higher,
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1"HIRD YEAR: Second year rent amount pius 4%increase or CP1 increase for the preceding 12 z
months,whichever is higher.
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FOUR.YEAR: Third year rent amount p..!M. 4% increase or CPT increase for the preceding 12
months,whichever is higher. E
FIFTH YEAR: Fourth year rent amount R!us 4% increase or CP1 increase for the preceding 12
months,whichever is higher. W
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SECURITY DEPOSIT� NA. IL
PURPOSE: Use as an office facilfty,as properly pertnined and licensed by Monroe County, E
and/or any other applicable go vernrnenW agency.
PREPAR.A."FION OF PREMISES:: "As Is'!
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Ocean Reef
Key Largo,Monroe Co:unty,FL
Packet Pg. 1389
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LEASE
THIS LEASE made and entered into at Key 1,argo, Monroe County, Floidda, this day of
2014,by and between OCEAN REEF CLUB,Inc,a Florida corporation,hereinafter referred to
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as"I,andlord";and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS,hereinafter referred to as 6,"renant". 0
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1. LEASEHOLI.) PREMISES. Landlord hereby leases unto Tenant, and "renant hereby leases from Landlord,
commercial space comprising a portion of those premises which are located at 2 Gatehouse Road , Key Largo, Florida, 0
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depicted on a sketch of the Premises(the"Premises")attached hereto on Exhibit"A", and including parking spaces for the
use of theTenant.
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1 TERM-.-ORIGINAL. The orignial lease term hereof shall be Five(5)years as designated on the Summary Page, 0
subject.to early termination provisions of this agreemenL
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3. REN,r. 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. E
seq.
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On the I"day of February,2015,and annually thereafter,there shall be an adjustment to the base rent which shall be
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derived by taking the preceding year's rent and increasing the same by four percent(41/1o) or the percentage change of the >
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Consurner 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,
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all items(1967— 100)"issued by the Bureau of Labor Statistics of the United States Department of Labor. In ffie 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,forrriula,or table for converting
the Index as may be published by the Bureau of Labor Statistics or,,if said Bureau shall not publish the sarne,then with the 0
use of such conversion factor,fonmula or table as may be publisfaed by Prentice I fall,Inc.,or,failing such publication,by any U)
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 0
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Ocean Reef 2-
Key Largo,Monroe Cow ly,F1
Packet Pg. 1390
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determine.,
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For any partial month within the term hereof said rent shall be payable on a prorated basis. All rents shall be paid
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when due and interest for late payments shall be as set by the Prompt Payinent Act.
In the event that funds cannot be obtained or cannot be continued at a level sufficient to pay the lease price or the
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County's office acquires adequate of space in a County-owned or State-owned building, this lease may be terminated 0
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without penalty by the Tenant providing to Landlord at least six (6) months prior written notice of the termination. NO
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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. 0
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 U)
indemnify,defend,and hold harmless the others in respect of any and all losses sustained by the other as a result of liability 4-
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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 Secfion shall survive the termination of this Lease. E
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4 SECURITY DEPOSIT, N/A
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S. UTILITIES. The Landlord shall pay all charges for electricity, water, gas, solid waste, sewage, air conditioning E
and heating services used at the Premises during the lease term. Due to the instability of fuel prices and other econonfic
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factors affecting the cost of utilities in recent years,the parties agree that should the increase in costs of utilities escalate at a >
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rate higher than the CPl 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. E
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 Lifility facilities,the same shall be installed at Tenant's sole cost and expense in
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accordance with county codes allid with plans and specifications to be approved in writing by Landlord. Tenant shall be 0
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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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Ocean Reef -3- 0
Key Laigo,110011r0e COUVAY,F11.
Packet Pg. 1391
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6. ACCEPTANCE 0VrHE PREMISES"AS IS". Tenant agrees to accept the premises in "as is"and "where is" E
condition, without any agreements, representations, understandings or obligations on the part of Landlord whatsoever to
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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.
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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
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have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained fi-orn
your county public health unit.
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7o USE OF PREMISES. Tenant shall not use the premises, or permit any part of such premises to be used for,any
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unlawful or hazardous purpose, nor shall Tenant operate or condtact 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
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the Monroe County,Horida and/or any other applicable governmental agencies. Z
No use of the premises shall be made or permitted to be made, or acts done, that will cause a cancellation of any
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insurance policy covering the building;nor shall"Tenant sell,or permit to be kept,used,or sold,in or about the premises,any
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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 W
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premises which results in am increase of premiums owed by Landloii-d for fire, flood,windstorm or other insurance policies,
Tenant shall pay all of such increased premiums as additional rent.
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Tenant acknowledges that the Ocean Reef Club Logo and the marks Ocean Reef,Ocean Reef ClubO,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
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1.,ife," and to any combination or derivation of names or phrases using any of such names and to the Ocean Reef Club 0
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logo.'renant agrees
A, To give to Landlord prompt notice of any accident occurring on or about the Premises,
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Ocewi Reef
Key Largo,Monme County,N.
Packet Pg. 1392
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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, E-
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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
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extent possible. L-
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De 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 4-
with Monroe County,Florida regulations.
E To keep the outside are immediately adjoining the premises clean and not to burn, place or permit any
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rubbish,obstruction or merchandise in such areas.
J, To keep the premises, both inside and outside, clean, orderly, sanitary and free from objectionable odors
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from waste,garbage,insects,vermin and other pests. 4-
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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. E
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K 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 E
exterminator's proposed visits. Both of such items shall be subject to Landlord's approval,
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L To install such fire extinguishers, smoke detectors, and such other safety equipment as Landlord shall
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require. >
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J. To provide Landlord at all times with a copy of all exterior keys to the premises which will give Landlord IL
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access thereto. inn the event the Tenant changes any of the exterior locks on the premises, copies of new keys shall be <
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delivered to Landlord within forty-eight(48)hours of such change;
8. AIJERAnONS AND REPAIRS. Tire 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
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termination of this lease return the premises to the Landlord in as good condition as when received,ordinary wear and tear
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excepted.,
Tenant shall make no alterations, additions, or improvements to the premises without the prior written consent of
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Ocean Reef
Key Lwgo,Monroe County,FL M
Packet Pg. 1393
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Landlord. Alterations requiring Landlord's prior written consent include, but are not limited to, structural or cosmetic
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alteration to the premises and any alteration or decoration,whether exterior or interior,which is visible .from.outside of the
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building._It is expressly acknowledged that in order for the premises to suitable for tenant's use, alterations are needed to
make the prey rises ADA compliant and suitable for government services. Landlord will erect a partition wall enclosing the
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portion of the premises to be leased to Tenant and shall make the necessary improvements to the premises, including but not 0
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limited to the restroom and entrance to comply with ADD guidelines,Tenant shall remunerate Landlord for the costs of these
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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 0
lease may be terminated by Landlord without penalty. However,the parties shall renegotiate this lease in good faith in such
eventuality. U)
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All additions,changes,and other improvements erected or placed on the premises shall remain thereon and shall not 4-
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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 E
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restore the property to its original condition all at Tenant's expense,
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Landlord shall provide handicap parking with ADA access via handicap ramp to the Tenant's office pursuant to
current ADA.Standards., E
9. SIGNS, Landlord may provide a single signpost outside of the premises, and Tenant may, at its sole cost and W
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expense, provide signs for attachment to said signpost, after receipt of all required permits and approvals. Tenant will not W
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exhibit,inscribe,paint,or affix any sign,advertisement,notice,or other lettering on any part of the outside of the premises or <
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of the building of which the leasehold premises are a part, or inside the prendses if visible fTom 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.
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10 MAINTENANCE. Tenant shall maintain the interior of the premises,and shall make all necessary repairs therein, CO
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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 arid repair the exterior walls 0
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Ocean Reef -6-
Key Largo,Monroe County,FL
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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
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equipment.
I I INSURA.................NCE, Landlord shall obtain and keep in force,insurance coverage insuring against any loss or damage to
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the premises caused by fire, windstorm, flood, or other such hazards, as well as a policy of comprehensive public liability U)
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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.
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It shall be the exclusive obligation offeriant,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.
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Tenant shall at all times during the term hereof keep in force insurance policies providing the following coverage,at
its own expense:
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i, Commercial General Liability with a combined single limit of Three Million Dollars($3,000,000,00) per
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occurrence and aggrep gate,including auto liability and contractual indemnity coverage;and
H. Workers'compensation insurance in arnounts required by applicable law,and employer's liability coverage
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with limits of at least$1,000,000. z
All such policies shall be issued by a licensed insurance company reasonably acceptable to Landlord. The
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deductible,if any,shall be an amount acceptable to Landlord. Such insurance(arid all other policies of insurance required to
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be obtained and maintained by Tenant) shall provide for waiver of subrogation and shall include (a) an endorsement <
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expressly providing that such policies shall not be cancelable or subject to material reduction of coverage or otherwise be W
subject to modification except after thirty(30)days'prior written notice to Landlord,ORCA,and any other parties named as 0
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insureds or loss payees,(b)an endorsement providing that I.,andlord its sucecssors,assigns and nominees holding any interest <
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in the Premises,including,without lindtation the holders of any mortgage,and Ocean Reef Community Association,Inc,arid
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
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of thern is excess and noncontributing with other insurance required under,this Lease, "Claims made"'insurance policies are 0
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not acceptable to satisfy Tenant's insurance requirements under this Lease. Tenant shall furnish to I.,andlord and ORCA,oil
or before the Commencement Date and thereafter within thirty(30)days prior to the expiration of each such policy,copies of W
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Ocean IReef 7-
Key Largo,Monroe Co:unly,FL M
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such policies or certificates of insurance and endorsement(s)evidencing satisfaction of the above insurance requirevnents and
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payment of the premiums.
11 DESTRUCTION OR DAMAGE.
A. If the premises are, or any part thereof shall be damaged
by fire or other casualty, Tenant shall give immediate U)
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notice thereof to Landlord and this lease shall continue in full force and effect except as hereinafter set forth,
B. If the promises are partially damaged or rendered partially unusable by fire or other casualty insured under the 4-
coverage obtained by the Landlord, the damages thereto shall be repaired by Landlord, to the extent insurance
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proceeds are available. Landlord will make the repairs and restorations with all reasonable expedition,subject to
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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,
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all of Tenant's salvageable inventory and moveable equipment,furniture and other property. 4-
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C if the premises are rendered wholly unusable or, if the buflding be so damap ged that the Landlord shall decide to
demolish it or rebuild it,then,in such events,Landlord or Ten ant may elect to terminate this lease by written notice E
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to the other given within ninety (90)days of such fire or casualty, specifying a date for the expiration of the lease, C
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which will not be more than sixty (60)days after giving such notice, and upon the date specified in such notice the 'a
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term of the lease will expire fully and conipleteiy as if such date were the date set forth above for the termination of E
this lease. In such event,'Fenarit will forthwith quit,surrender and vacate the premises without prejudice however to
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Landlord's rights and remedies against Tenant under the lease provisions in effect prior to such termination,and any >
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rent owing will be paid up to such date.
13o Noti-flng 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
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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
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abaternent of the rent f`or any portion of the premises rendered unusable as a result of damage caused by fire or other
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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 pro-darnage condition. Tenant shall be
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Ocean Reef 0
Key Largo,Monroe Cminly,FL M
Packet Pg. 1396
.2
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responsible to insure the improvements and repairs which"Fenant provides to the premises, Except as provided for
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in this lease,the Tenant does not have the right to cancel or terminate this lease,
13. EVENTS OF DEFAULT. 'rhe occurrence of any of the following shall constitute an event of default hereundero
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A, Discontinuance by Tenant of the conduct of its business in the premises,for a period of thirty(30)days or longer. L-
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13" The filing of a petition by or against Tenant for adjudication as a bankrupt or insolvent, or for its reorganization or
for the appointment of a receiver or proceedings under Chapter X and/or Chapter IX of the Federal Bankruptcy Law;
an assignment by Tenant for the benefit of creditors; or the taking possession of the property of Tenant. by any
governmental officer, court. appointed receiver or agency pursuant to statutory authority for the dissolution or 0
liquidation of Tenant.
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C., Failure of Tenant to pay when due any installment of rent hereunder or any other sum herein required to be paid by
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TenanL 0
D. Abandonment or desertion of the premises or permitting the same to be empty and unoccupied, for any consecutive
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period of thirty(30)days or longer., z
E. Tenant's failure to perflorm any non-monetary covenant or condition of this lease within ten(10)days after written E
notice and demand.
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14. RIGHTS OF LANDLORD UPON DEFAULT BY TENANT. If the Tenant is in default as defined in
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subparagraphs A to D inchAsive of Paragraph 13 and if the same is not cured by the Tenant within three(3)days after written 0
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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 rernedies granted under the laws of the State of Florida shall have any or all of the following E
rights:
A" To re-enter and rennove all persons and property from the premises,and such property may be removed and stored in
a pulyHc warehouse or elsewhere at the cost of and for the account of Tenant,all without service of notice or resort to
0
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legal process and without being deemed guilty of trespass, or becoming liable ror loss or damage which may be 0
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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 0
.............................................................................................................................................................................................................................................................................................................................................................I........................................................................................ ...........................................I..............................................I........................................................- E
Ocean Reef .9.
Key Lwgo,Monroe County,FL
Packet Pg. 1397
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the premises may be re-let for the account of the Tenant,
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15. EARLY TERMINATION. Termination for Convenience. This lease may be terminated by the LESSOR for 0
CL
convenience and without cause upon one hundred eighty(ISO)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,
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LANDLOWS III GHT"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 4-
may recover from Tenant all damages incurred by reason of such breach,including the cost of recovering the premises,
15o ATTORNEY'S FEES AND COSTS. Tenant shall pay reasonable attorney's fees and all reasonable costs in the 0
event that Tenant fails to comply with its obligations under this lease and the matter is referred to Landlord's attorney.
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If any action at law or in equity shall be brought under this tease,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 dernised premises, 0
the prevailing party shall be entitled to recover from the other party,reasonable attorneys fees and costs,the amount of which
E
shall be fixed by the court and shall be made a part of any judgment or decree rendered,
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16° INDEMNIFICAnON HOLD HARMLESS, Subject to Section 768,28,Florida Statutes,Tenant shall indemnify E
and hold harmless Landlord against and from any and all claims arising from Tenant"s use of the premises for the conduct of
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its business or from any activity,work,or other thing done,permitted or suffered by the Tenant in or about the building,and
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shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in >
0
the performance of any obligation on Tenant's part to be performed under the terms of this lease,or arising from any act or W
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negligence of the Tenant, or any officer, agent, employee, guest, or invitee of Tenant, and from all and against all costs, <
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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. 0
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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
0
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Ocean Reef -10- 0
Key Largo,Mon me County,FL
Packet Pg. 1398
1.2.b
0
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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 �
CL
breach,act or omission,
l& LIENS, Tenant further agrees that Tenant will pray all of Tenant's contractors,subcontractors,mechanics,laborers, U)
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materialmen and all others,and,subject to the limitations set forth in FS.76$.2 , 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
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of any suit by the landlord to discharge any paeans,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 pease,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
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the above-described property, and all persons contracting with the Tenant for the doing of work or the furnishing of any
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materials on or to the prernises,and all maternalmen,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 faurnished during the term of �
this lease.
19. EFFECT OF TENANT'S HOLDING OVER. Any holding over after the expiration of the terra of this pease„with
the consent of landlord, shall be construed to be a tenancy from month-to-month, at the same monthly rent as required for E
the period immediately prior to the expiration ofthe lease.
20. LEAC 4 FIJI,POSSESSION, So long as Tenant prays all of the rent and charges dune 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.
2➢, TRANSFER BY LAN D1.0R➢D. In the event of termination ofLandlord's ownership of the premises by operation �
of law or by bona fade sale of the premises or for any other reason,then Landlord shall be released from all liability and �s
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, M
This lease may be assigned by the Landlord in which case,Tenant, upon request by Landlord, shall issue a letter g,
stating that the lease is in full force and effect and that there are no setoffs,claims,or other defenses to rent.
Ocean Reef to• �
Key Largo,Monroe nroe Comity„IFII.
Packet Pg. 1399
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22. ASSIGNMENT ENT OR SUBLET BYTENANT, 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 �
CL
unreasonably withheld,
The Tenant and signatory to this lease,and any subsequent assignees or subleases, shall remain liable to Landlord U)
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 g j
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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
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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.
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23. SUBORDINATION,NON-DISTURBANCE AND Al ORNMENT. 0
A. Subordination§y-Te nt. 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 thereafter in force against the >
premises, and to all advances made or hereafter to be made upon the security thereof. This shall be self-operative IL
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
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Attorney-in-Fact for'tenant,with full power and authority to execute and deliver, in the name of Tenant,any such 0
instrument or certificates. �3
B. EgLoppg Certificate, Within ten (10) days after request by Landlord, or in the event that, in connection with any
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sale,assignment or hypothecation of the promises by Landlord,an estoppel certificate shall be required from Tenant,
"tenant agrees to deliver, in recordable forum, an estoppel certificate to any proposed mortgagee, purchaser, or to
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Kay Largo,Manme County„FL
Packet Pg. 1400
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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
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offsets thereon,or stating those claimed by'renant,as long as those are factual statements when made.
CL
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
an
reason, Tenant shall recognize said mortgagee or other person as the same as Landlord hereunder. Tenant shall 0
execute, at Landlord's request, any attornment agreement required by any mortgagee, or other such person
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containing such provisions as such mortgagee or other person requires.
24. PROHIBITION AGAINST INVOLUNTARV ASSIGNMENT, Neither this lease, nor the leasehold estate of
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Tenant, nor any interest of Tenant in the dernised 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
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attempted involuntary assignment,transfer,or sale shall be void,and of no effect 4-
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25., Narl[CE, All notices or demands given or sent by either party to the anther under this lease, shall be deerned to
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have been fully given and/or sent, when made in writing and deposited in the United States mail,certified or registered and
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postage prepaid,or when received,via hand delivery or nationally recognized overnight courier and addressed as follows;
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TO LKNDLORD:
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Ocean Reef Club,Inc.
35 Ocean Reef Drive, Suite 200 EO
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Key Largo,Florida 33037 >
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Attention:President
with a copy to:
Ocean Reef Club,Inc.
35 Ocean Reef Drive,Suite 200 EO
Key Largo,Florida 33037
Attention.General Counsel 0
TO TENANT�
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DIRECTOR,MONROE COUNTY GROWTH MANAGEMENT
2798 Overseas Highway,Suite 400
Marathon,FL 33050
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................ ...................................................................................................................................................... . ........................... .......................................... .............................................................................................................................................................................................................................................
Ocean Reef
Key Lugo,Monroe County,IFII..
Packet Pg. 1401
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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 E
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. CL
27„ BANKRUPTCY OF TENANT, IN THE EVENT TENANT FILES ANY FORM OF BANKRUPTCY,
LANDLORD SHALL, BE ENTITLED TCD IMMEDIATE TERMINATION OF THE AUTOMATIC STAY PROVISIONS
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OF I I U3.C. §352, GRANTING LANDLORD COMPLETE RELIEF AND ALLOWING THE LANDLORD TO I-
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EXERCISE ALL OF ITS LEGAL AND EQUITABLE RIGHTS AND REMEDIES, INCLUDING, WITHOUT 4-
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 LlFrING OF 0
THE AUTOMAT STAY HEREUNDER BY THE APPROPRIATE BANKRUPTCY COURT SHALL BE DEEMED TO
BE"FOR CAUSE"PURSUANT TO SECTION 362(D)(1). THIS CLAUSE WAS A MATERIAL CONSIDERATION TO
LANDLORD TO GIVE THIS LEASE, AND HAD TENANT NOT AGREED TO THIS PROVIS➢ON, LANDLORD
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WOULD NOT HAVE ENTERED INTO THIS LEASE,
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2& REMEDIES CUMULATIVE. All remedies conferred on Landlord herein shall be deemed cumulative and shall
not be exclusive of any other remedy conferred by law,
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29„ PUBLIC ACCESS. The Landlord and tenant shall allow and permit reasonable access to, and inspection of, all z
documents, papers, letters or other materials in its possession or under its control to the extent required under the provisions
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of Chapter 119, Florida Statutes, and made or received by the Landlord and Tenant in conjunction with this Lease; and the
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Tenant shall have the right to unilaterally Terminate this Lease upon violation of this provision by Landlord.
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30. D ON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the >
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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 E
the extent of liability coverage, nor shall any contract entered into by the Tenant be required to contain any provision for
waiver.
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31. NO PERSONAL, LIABILFrY. No covenant or agreement contained herein shall be deemed to be a covenant or
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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 sufrject to any
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personal liability or accountability by reason of the exectifion of this Lease,
.......................... E
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