03/16/2011 LeaseDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: March 30, 2011
TO: Norma Kula, Director
Monroe County Libraries
FROM: Pamela G. Hanc c , D. C.
At the March 16, 2011, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Item C24 Lease Agreement between the Monroe County
Board of County Commissioners and the Big Pine Key Shopping Center, LLC, for the space in
the Big Pine Key Shopping Center currently occupied by the Monroe County Library, Big Pine
Key Branch, for a period of five years, with an additional three -year option.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you
have any questions, please do not hesitate to contact our office.
cc: County Attorney
Finance
File
COMMERCIAL LEASE AGREEMENT
By and Between
BIG PINE SHOPPING CENTER L.L.C., LESSOR
and
MONROE COUNTY LIBRARY, LESSEE
For the Premises Located at
Big Pine Shopping Center, Unit B- 9
Big Pine Key, Monroe County, Florida
CONMIERCIAL LEASE AGREEMENT
This Lease is made this 16 day of March, 2011 between Big Pine Shopping
Center, LLC, a Florida limited liability company, (herein after "Lessor ") and Monroe
County Board of County Commissioners, a political subdivision of the State of Florida ,
whose address is 1100 Simonton Street, Key West, Florida 33040 (herein after the
"Lessee ") for operation of the Monroe County Public Library.
For and in consideration of the rent to be paid, the mutual covenants and
agreements herein, and other good and valuable consideration received by each party
from the other, the sufficiency of which is hereby acknowledged, the parties consent and
agree as follows:
1. Demised Premises Subject to the terms and provisions of this Lease, Lessor
leases to Lessee and Lessee leases from Lessor, those certain Premises (the " Premises ")
located at Big Pine Shopping Center, 213 Key Deer Blvd., Unit B —9 in the County of
Monroe, State of Florida (the " Building "). The Premises consist of approximately 1200
square feet and the rear stairs, landing and ramp leading into unit B -9. By taking
possession of the Premises and paying the first month's rent, the Lessee waives any
objections to the square footage, configuration and other physical features of the
Premises, and the amount of Rent and all other charges due for the Lease of the Premises.
2. Term
2.1. Lease to commence March 1, 2011
2.2. Lease term 5 years.
2.3. If Lessee, with Lessor's prior consent, shall occupy the Premises
before commencement of the Term, all provisions of this Lease shall be in full force and
effect commencing at the time of occupancy, and Base Rent and Additional Rent for that
period shall be paid by Lessee at the same rate specified in this Lease for the Term.
3. Options: Subject to approval by the Lessor, the Lessee shall have the
option to renew the lease for an additional three (3) year period. 4. Rental
Payment terms
4.1. As rental for the lease of the Premises, Lessee shall pay to Lessor, at
Lessor's address set forth herein, or at such other place and to such other person as Lessor
may from time to time designate in writing for the term of this Lease, total monthly rent
in the amount of $2,631.87 with 2 % annual increases beginning March 1, 2012 and the
first day of March each year thereafter.
Rent shall be payable in monthly installments, in advance, without notice, due on the fast
day of each calendar month during the Term of this Lease. If the Term of this Lease shall
begin or terminate on other than the fast or last day respectively of a calendar month, all
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Rent and other charges accruing under this Lease for such portion of the partial calendar
month shall be apportioned and paid on the basis of a 30-day month.
4.2 Payment Without Notice Or Demand. The rent called for in this Lease
shall be paid to Lessor without notice or demand, and without counterclaim, offset,
deduction, abatement, suspension, deferment, diminution or reduction, except as may be
expressly set forth in this Lease.
4.3 Late Rent. Lessee is a local government entity and is subject to the Florida
Prompt Payment Act, Sec. 218.70, Florida Statutes. Lessor has remedies available
under said Act for any payment which is delinquent.
4.6 Rental payments are to be made payable to Big Pine Shopping Center
L.L.C. and mailed to 513 Fleming St., Suite # 1, Key West, Florida 33040.
4.7. Monroe County's performance and obligation to pay under this agreement is
contingent upon an annual appropriation bt the Board of County Commissioners.
5. Use of premises
5.1.Permitted Use and Business Name. The Premises shall be used and
occupiedonly as a public library and for no other purpose. The business of the Lessee in
the Premises shall be carried on under the name and style Monroe County Library and
under no other name and style unless approved by the Lessor in writing.
5.2 Hours of Business. During the term, the Lessee shall conduct its business on
the Premises, at a minimum Monday through Friday except on legal holidays . Lessee
may conduct business on the Premises, in addition to the above listed times, at Lessee's
sole expense.
5.3. Opening and Continuous Occupancy. Lessee shall open the whole of the
Premises for business to the public, fully fixtured, stocked and staffed within 60 days of
the Commencement Date, as defined below. The Lessee shall continuously, actively and
diligently cant' on the business specified in Section 5.1 on the whole of the Premises
during the Term, during the hours and on the days that are required by this Lease, except
when prevented from doing so by force majeure. The Lessee acknowledges that its
continued occupancy of the Premises and the regular conduct of its business therein are
of utmost importance to neighboring lessees and to the Lessor in the renting of space in
the Building, the renewal of other leases in the building, and the efficient and economic
supply of services and utilities. The Lessee acknowledges that the Lessor is executing this
Lease in reliance on Lessee's continuous occupancy and that it is a material element
inducing the Lessor to execute this Lease.
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5.4. Lessee's Covenants as to Use and Occupancy. Lessee shall exercise
reasonable care in its use of the Premises or Building and shall not do or permit anything
to be done in or about the Premises or Building, nor bring nor keep anything in the
Premises or Building that will in any way affect the fire or other insurance on the
Building, or any of its contents, or that shall in any way conflict with any statute,
ordinance, rule, regulation, order, law or other requirement (collectively the "Laws ")
affecting the occupancy and use of the Premises or Building, which is now, or may
subsequently be, enacted or promulgated by any public authority. Lessee shall not
obstruct or interfere with the rights of other lessees of the Building or injure or annoy
them. Lessee shall not use, or allow the Premises to be used, for any illegal purpose, or
any purpose constituting a public or private nuisance or for sleeping purposes, or
cooking, and nothing shall be prepared, manufactured, or mixed in the Premises that
would emit an odor of any type into or around any part of the Building. Lessee shall
promptly comply with and execute all of the above mentioned Laws and all rules at
Lessees own cost and expense. Lessee shall pay for any increases in Lessor's insurance
due specifically to Lessee's use of the Premises or Building and for all damage and any
amounts expended by Lessor to correct a breach by Lessee of this Section. On or prior to
the Commencement Date and at all times during the Term of this Lease and any
extensions or renewals of this Lease, Lessee shall, at its expense, obtain and maintain all
permits, licenses and other governmental authorizations which are necessary for the
operation of its business.
5.5. Display Windows. Lessee shall keep display windows attractive and
neatly dressed, and shall screen in an aesthetically pleasing manner all unsightly items
within the Premises which can be seen from the display windows, including without
limitation office furniture and other similar items that are visible behind interior glass
partitions. Display windows and lighted signs (if any) shall be kept illuminated by the
Lessee on all business days until the later of 9 P.M. or least one -half hour after the
Building closes for business. Lessee agrees that if the display of any article exhibited by
it in the display windows, or in or about the Premises, or the display of any signs or
placards in or on the Premises at any time during the term shall be objected to by the
Lessor, and if notice in writing is given by Lessor or its agents of such objection or
objections, the Lessee shall immediately and as often as such notices are received remove
such display or articles objected to.
(G) any use other than as specified herein.
6. Lessee's Covenant not to Conduct Similar Business within Soecified
Area and Retail Restriction Limit During the term of this lease, Lessee shall not,
directly or indirectly, engage in any business similar to or in competition with that for
which the Premises are let, within a radius of 15 miles in each direction of the premises
with the exception of the adjacent space owned by Monroe County Library.
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7. Use of Common Areas. Lessee and its employees and invitees shall have
the non - exclusive right, in common with Lessor and all others to whom Lessor has or
may hereafter grant rights, to use the common areas as well as, where applicable,
common corridors, together with facilities such as washrooms, comfort rooms, lounges,
drinking fountains and toilets, subject to such reasonable rules and regulations as Lessor
may from time to time impose, including the designation of specific areas in which cars
owned by Lessee and its employees must be parked. Lessee agrees after notice thereof to
abide by such rules and regulations and to use its best efforts to cause its employees and
invitees to conform thereto. Lessor may at anytime close or restrict for a reasonable
period, any common area to make repairs, to prevent the acquisition of public rights in
such areas, or to discourage non - customer parking; and Lessor may do such other acts in
and to the common areas as in its judgment may be desirable to improve the convenience
thereof. Neither Lessee nor Lessee's employees shall solicit business in the common
areas or distribute any handbills or other advertising matter in such areas or place any
such handbills or advertising matter in or on any automobiles parked therein without
Lessor's written consent.
8. Repairs And Maintenance
Lessee Repairs: Except as provided herein with respect to specific repair
obligations of the landlord, Lessee shall have the right and obligation to manage the
Premises and generally operate, maintain and repair the Premises in the normal course of
business in a first class manner consistent with other similar buildings in Monroe County,
Florida. The Lessee shall, at its expense, among other things, make all repairs,
replacements, removals and maintenance of the Premises, be it interior, exterior or
otherwise, including but not limited to: , all plumbing and sewage facilities serving the
leased premises, , , all electrical fixtures, , lighting, electrical, heating, air conditioning,
cooling and refrigeration equipment and all other equipment and apparatus pertaining to
the Premises. Lessee shall, at its own expense, keep the Premises in a neat, healthful and
safe condition and in accordance and in compliance with all applicable laws, ordinances
and other governmental regulations, ordinances and directions during the Term. Any
damage to or destruction to the Premises shall be properly and timely repaired, restored
and replaced by Lessee. Lessee shall keep the exterior walkway in front of their premises
free from debris or any other obstructions.
Except as otherwise provided in this Lease, Lessee shall be responsible for and
shall pay all costs and expenses in connection with the operation, maintenance, and repair
of the Premises during the Term of this Lease.
Landlord Repairs: Landlord shall make all necessary repairs to the structure of the
building of which the Lease Premises are a part, including but not limited to roof,
foundations, and exterior walls and exterior walkways.
Storm shutters: Lessee agrees to erect storm shutters, at its own expense, which
must be approved by Lessor, at any time that the National Hurricane Advisory announces
that a hurricane warning is in effect for the area in which the shopping center is located.
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13. Alterations. Lessee may make interior, non - structural alterations in the
Premises, which do not affect building systems. Lessee may not make alterations which
are not Permitted Alterations ( "Other Alterations ") without Lessor's prior written consent
or approval, which consent or approval shall not be unreasonably withheld, conditioned
or delayed. All alterations made by Lessee shall be made at Lessee's sole cost and
expense, including all costs and expenses incurred in obtaining any required
governmental consents, permits or approvals. Lessee may perform all alterations with
contractors and subcontractors of Lessee's own choosing. Lessor will cooperate with
Lessee's efforts to obtain any governmental permits or approvals or consents required for
making Permitted Alterations or otherwise approved alterations. Prior to performing any
Other Alterations, Lessee shall furnish Lessor with plans and specifications, which shall
be subject to Lessor's prior written approval, which shall not be unreasonably withheld,
conditioned or delayed. Lessor shall notify Lessee within 10 business days after receipt of
the plans and specifications if Lessor does not approve of them and shall specify what it
finds unacceptable. In that event, Lessee shall cause the plans and specifications to be
revised to remove or correct the work not approved by Lessor and shall resubmit revised
plans and specifications for approval. If the Lessor does not notify Lessee of its
objections within 10 business days after receiving the plans and specifications, Lessor
shall be deemed to have approved them. Lessee shall construct all alterations in
accordance with the plans and specifications approved by Lessor, using new and first -
class materials and in compliance with all applicable laws, rules, regulations and orders
of governmental authorities. Lessee shall obtain and furnish Lessor with copies of all
certificates, permits and approvals relating to the alterations that may be required by any
governmental authority for the issuance of a certificate of occupancy, certificate of
compliance or other approval of the Premises.
14. Liens Lessee shall not permit the Premises to become subject to any lien,
claim, notice, judgment, charge or encumbrance whatsoever, and subject to 768.28,
Florida Statutes Lessee shall indemnify and hold the Lessor harmless from and against
such lien, claim, notice, judgment, charge and encumbrance. Lessee shall have no
authority, express or implied, to create or consent to any lien, charge or encumbrance on
the Premises. All materialmen, contractors, artisans, mechanics, workers, laborers and
other persons contracting with Lessee in respect to the Premises or any part of the
Premises are now charged with notice that they must look only to the Lessee and not to
this Lease, the Lessor, or the Premises to secure or obtain payment of any bill for work
done or material furnished or for any other purpose during the term of this Lease. In the
event that any lien, judgment, claim, charge, or encumbrance is filed against the Premises
for money that Lessee owes or contracts for, Lessee shall cause it to be released of record
within 20 days after the filing of the lien, judgment, claim, charge, or encumbrance.
Lessee's violation of this provision or the failure by Lessee to comply with this provision
shall be an Event of Default.
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15. Condemnation
15.1 Lessee waives any claim of loss or damage to Lessee or right or claim to
any part of the award as a result of the exercise of the power of eminent domain of any
governmental agency, whether such loss or damage results from condemnation of part of
all of the Premises or any part or portion of the parking area or of the entrances or exits of
the Premises or any part of the Premises, and Lessee assigns to Lessor all such causes or
claims. Should any power of eminent domain or condemnation be exercised against the
Premises which measurably interferes with or diminishes the Lessee's actual occupancy
of the Premises, the sole and exclusive remedy of Lessee is that the rentals otherwise due
under this Lease shall be abated in an amount proportionate with the actual loss or
diminishment of the occupancy of the Premises suffered by Lessee.
15.2 In the event of an entire or partial permanent taking or condemnation that
shall render the Premises clearly unsuitable for the uses stated in this Lease, the term of
this Lease shall cease and terminate as of the date of possession being required by the
condemning authority, and the Lessee shall have no claim against Lessor for the
termination of the Lease, for severance, moving, or relocation costs, the value of any
unexpired term of this Lease, for any increased costs of replacement property, or for any
other claim or cause of action.
15.3 Provided further, by mutual agreement between the parties, if Lessor has
additional exterior parking and access areas located immediately adjacent and contiguous
to the specific land space leased unto the Lessee as described in this Lease, the Lessor
may substitute such other land space in place of the portions taken by the condemning
authority, in which event the Lessee shall have the option to accept the substituted land
space and shall have no additional claim for damages or loss against the Lessor, nor shall
Lessee have any cause to terminate this lease, and this lease shall continue unabated, with
the substituted land space.
15.4 Reconstruction -- Damages To Premises And Proceeds: In the event or
occurrence of the destruction, damage, or loss of any kind to the Premises, or any part of
the Premises, by reason of fire, rising water, floods, wind storm, or other casualty, the
following provisions shall apply and control:
15.5 Immediately, but no later than 24 hours after the occurrence of any event
of such damage or loss, Lessee shall notify the Lessor as to such occurrence, giving any
details as the event requires. Lessee shall immediately take all steps necessary to protect
and preserve the Premises and Lessee's own personal property.
16. Entry. Inspection and Other Riehts Reserved To Lessor Lessee
will allow Lessor to enter the Premises for inspection or for any other purpose which
Lessor deems necessary for the safety, comfort or preservation of the Premises or
Building. During business operations, Lessor may close entrances, doors, corridors,
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elevators or other facilities, all without liability to Lessee by reason of interference,
inconvenience or annoyance. Lessee will permit Lessor at any time within the earlier of
90 days prior to the expiration of this Lease or (ii) failure of Lessee to cure a default
within 72 hours of notice by Lessor to bring prospective lessees on the Premises for
purposes of inspection and to put or keep on the doors or windows thereof a "For Rent"
or "For Sale" notice. In furtherance of such rights, Lessor shall retain a key to the
Premises and Lessee shall not install any new locks to the Premises without the prior
written consent of Lessor, unless Lessee furnishes Lessor with a copy of such key. No
entry pursuant to this Paragraph shall in any way be deemed a breach of the covenant of
quiet enjoyment. Lessor reserves the right to change the name and/or street address of the
Building without liability of Lessor to Lessee. In the event of an emergency, Lessee
hereby grants to Lessor the right of enter the Premises at any time.
IT Personal Property. For purposes of this Lease, the term "Lessee's
Property" shall mean all office furniture and equipment, movable partitions,
communications equipment, inventory, and other articles of movable personal property
owned or leased by Lessee and located in the Premises, but shall not include any
permanently attached fixtures (" Lessor's FF &E "). All Lessee's Property shall be and
remain the property of Lessee throughout the Term of this Lease and may be removed by
Lessee at any time during the Term. All Lessor's FF &E shall be and remain the property
of Lessor throughout the Term of this Lease, unless specifically purchased by and
conveyed to Lessee after the Commencement Date, and may not be removed from the
Premises without Lessor's prior consent. On or prior to the expiration of this Lease,
Lessee shall remove all Lessee's Property from the Premises without leaving any
noticeable damage to the Premises, but shall leave Lessor's FF&E in the Premises. If
Lessee leaves noticeable damage to the Premises as a result of Lessee's removal of
Lessee's Property, or if Lessee has noticeably damaged Lessor's FF &E (excluding
reasonable wear and tear), Lessor shall give Lessee written notice and Lessee shall have
10 days after that to remove or repair the damage, after which time, Lessor may repair the
damage and Lessee shall reimburse Lessor for all costs and expenses reasonably incurred
by Lessor in repairing the damage. Notwithstanding the foregoing, any built -in items
placed on the Premises by Lessee shall become a part of the Premises and the property of
Lessor.
18. Loss or Damage to Tenant's Prooertv Lessor shall not be liable for any
damage to property of Lessee or of others located on the Premises, nor for the loss of or
damage to any property of Lessee or of others by theft or otherwise. Lessor shall not be
liable for any injury or damage to persons or property resulting from fire, explosion,
falling walls or ceilings, steam, gas, electricity, water, rain, or leaks from any part of the
Premises or from the pipes, appliances, plumbing works, or form the roof, street,
subsurface, or form any other place, by dampness, or by any other cause of whatsoever
by nature. Lessor shall not be liable for any such damage caused by other Lessees or
persons in the Premises, occupants of property adjacent to the Shopping Center or the
public, or for damage caused by operations in construction of any private, public, or quasi
public work. All property of Lessee, kept or stored on the premises, shall be at Lessee's
risk, and Lessee shall hold Lessor harmless from all claims arising out of damage to
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same, including subrogation claims by Lessee's insurance carriers, unless such damage
shall be caused by the willful act or gross neglect of the Lessor. Lessee acknowledges
and agrees that Lessor is not responsible for the security of the Premises or the Building
in general. Nor shall Lessor be liable for any latent defect in the Premises or in the
Building.
19 Intentionally deleted
20. Insurance.
20.1 Building Insurance. Throughout the Term, Lessee shall keep the
buildings and improvements included in the Premises, as well as Lessee's personal
property and Lessor's FF &E, insured for the "full replacement value" thereof against loss
or damage by perils customarily included under standard policies with a deductible not in
excess of $10,000.00, together with extended coverage. Each such policy of insurance
shall name Lessor as an additional insured and provide that the same will not be canceled
without at least 30 days' prior written notice to Lessor. On or before the Commencement
Date, Lessee shall deliver to Lessor certificates of insurance, showing that the insurance
required to be maintained pursuant to the foregoing provisions of this Lease is in force
and will not be modified or canceled without 30 days prior written notice being furnished
to Lessor. Thereafter, not less than 30 days prior to the expiration or termination of each
such policy, Lessee shall furnish to Lessor certificates showing renewal of, or substitution
for, policies that expire or are terminated during the Term of the Lease. In the event of
any casualty the insurance proceeds shall be made available for restoration purposes as
provided in this Lease.
Lessee shall also reimburse Lessor for any and all amounts expended by Lessor in
insuring the Premises, including but not limited to any and all premiums expended for
wind, flood, or hazard insurance. It is however the intent of the parties that Lessee shall
remain obligated to obtain all insurance for the premises and Lessor shall only be
obligated to obtain same in the event that Lessee is unable to and only after written notice
of such from Lessee. This paragraph does not however obligate Lessor to obtain any
insurance whatsoever on the premises.
20.2 Lessee's Liability Insurance. Throughout the Term, Lessee shall maintain
commercial general liability insurance, including a contractual liability endorsement, and
personal injury liability coverage in respect of the Premises and the conduct or operation
of its business in the Premises, naming Lessor as an additional insured, with a combined
single limit for bodily injury and property damage liability of not less than $500,000.00
in any one occurrence with a maximum aggregate coverage limit of $1,000,000.00. Each
policy of insurance shall provide that the same will not be canceled without at least 30
days' prior written notice to Lessor. On or before the Commencement Date, Lessee shall
deliver to Lessor certificates of insurance, showing that the insurance required to be
maintained pursuant to the foregoing provisions of this Section is in force and will not be
modified or canceled without 30 days prior written notice being furnished to Lessor.
After that, not less than 30 days prior to the expiration or termination of each such policy,
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Lessee shall furnish to Lessor certificates showing renewal of, or substitution for, policies
that expire or are terminated during the Term of the Lease.
20.3 Other Insurance. During the Term, Lessee shall, at its expense, also
secure and maintain the following policies of insurance to wit: (i) workers' compensation
insurance as required by law; (ii) during the course of construction of any improvements,
including, but not limited to Alterations, and until completion of the improvements,
builder's risk insurance for replacement value covering the interest of Lessor and Lessee
(and their respective contractors, subcontractors and Lessor's mortgagees) and all work
incorporated into the Premises and all materials and equipment in or about the Premises;
(iii) business interruption insurance with respect to the Premises in an amount of
coverage reasonably sufficient to pay, if necessary, the Rent and other charges under this
Lease for the period of time not less than 1 year. Each policy of insurance shall have
attached to it an endorsement that the policy shall not be cancelled or materially changed
without at least 30 days' prior written notice to Lessor, and any mortgagee of the
Premises, and that no act or thing done by Lessee shall invalidate the policy as against
Lessor or any mortgagee of the Premises. Before the Commencement Date, the Lessee
obtaining the insurance shall deliver certificates of insurance (with receipts or other
evidence of full payment of the premiums and a copy of the policy) to the Lessor, and
thereafter, not less than 30 days prior to the expiration of each insurance policy required
to be furnished pursuant to this Lease, the party obtaining the same shall deliver to the
other party a renewal certificate, together with receipts for it.
20.4 Lessee and Lessor shall cooperate with each other in expediting the
obtaining of insurance recoveries. All such insurance shall also contain any other
endorsements that any first mortgagee of the Premises shall reasonably request.
20.5 Subrogation. Lessor and Lessee each release each other from liability to
the extent of insurance maintained or required to be maintained under this Lease. Lessor
and Lessee shall each obtain from their respective insurers under all policies of insurance
maintained by either of them at any time during the Term of this Lease insuring or
covering the Premises, a waiver of all rights of subrogation which the insurer of the party
might otherwise have, if at all, against the other party.
21. Hold Harmless
21.1 The County, as a political sub - division of the State of Florida, as defined
in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in
such statute for its own negligent acts or omissions, or intentional tortuous acts, which
result in claims or suits against either the Lessor or County, and agrees to be liable to the
statutory limits for any damages proximately caused by said acts or omissions, or
intentional tortious acts.
Subject to the provisions of F.S. 768.28, Lessee shall indemnify and hold harmless
Lessor, its agents, representatives, employees, assigns or successors: (1) against and from
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all claims, costs, losses, damages, judgments, expenses, attorney's fees or any other
liabilities arising from Lessee's use of the Premises or from any activity permitted or
suffered by the Lessee or its employees, guests or invitees in or about the Premises; (2)
against and from Lessee's failure to comply with any law, rule, regulation or order of any
governmental authority; and (3) against and from all claims arising from any breach or
default in the performance of any obligation on Lessee's part to be performed under the
terms of this Lease.
22. Negation of Personal Liability Notwithstanding anything to the
contrary contained in this Lease, Lessee agrees that Lessor (and, in case Lessor is a joint
venture, partnership, tenancy in common, association or other form of joint ownership,
the partners, members and employees of any such joint venture, partnership, tenancy -in-
common, association or other form of joint ownership) shall have absolutely no personal
liability with respect to any of the provisions of this Lease, or any obligation or liability
arising from or in connection with the provisions of this Lease. No covenant or
agreement contained herein shall be deemed to be a covenant of any member, officer,
agent, or employee of the County in his or her individual capacity and no member,
officer, agent or employee of Monroe County shall be liable personally on this agreement
or be subject to any personal liability or accountability by reason of the execution of this
lease.
23. Rules and Regulations Lessor shall have the right to establish,
modify and/ or rescind reasonable rules and regulations governing the use and general
management of the Shopping Center in its sole discretion. The rules and regulations shall
be binding on the Lessee on delivery of a copy of them to Lessee. The rules and
regulations as may be adopted by Lessor after the execution of this Lease for the safety,
cleanliness and operation of the Building and the preservation of good order therein and
for the most efficient use by all lessees, agents, employees, invitees and visitors of the
automobile parking spaces provided by Lessor, if any, are expressly made a part of this
Lease and Lessee agrees to comply with such rules and regulations. No rules and
regulations shall prohibit the reasonable use of the Premises by Lessee its agents,
employees, invitees and visitors for the purposes permitted by this Lease. The Lessor
shall not be responsible to Lessee for any nonobservance of such rules and regulations by
any other lessee of the Building.
24. _Assignment and Subletting Without the written consent of the
Lessor, first obtained in each case, Lessee shall not assign, sublet, transfer, mortgage,
pledge or otherwise encumber or dispose of this Lease during the term hereof or permit
the premises to be occupied by any other persons. Any Disposition without Lessors
written consent shall be void and confer no rights upon any third person. Lessor reserves
the right to refuse to give such consent if Lessee is in default hereunder
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26. Utilities and Services Electricity, water and sewer, trash removal
and any other utilities for the Premises shall be separately metered and billed when
possible in the name of Lessee, and the cost of those utilities, together with the cost and
performance of janitorial, telephone, and security service for the Premises shall be
Lessee's sole responsibility. In the event that the utilities cannot be separately metered,
Lessee will pay it's pro-rata share of total Building expenses to provide such services.
Lessor shall not be liable to Lessee for any interruption in the service of any utility. No
interruption or failure of such utilities or services shall relieve Lessee from the obligation
to pay the full amount of rent and other charges reserved in this Lease, nor shall the same
constitute a constructive or other eviction of Lessee.
Lessee shall promptly pay for all public utilities rendered or furnished to the
Premises from and after the date Lessee assumes possession of said Premises, including
but not limited to, water, sewer, gas, electricity, heat and air conditioning. Lessor shall
not be liable in damages or otherwise for any interruption in the supply of any utility to
the Premises nor shall any such interruption constitute any ground for an abatement of
any of the rents reserved hereunder. Lessee shall not at any time overburden or exceed
the capacity of the mains, feeders, ducts, conduits, or other facilities by which such
utilities are supplied to, distributed in, or serve the Premises. If Lessee desires to install
any equipment which shall require additional utility facilities or utility facilities of a
greater capacity than the facilities to be provided by Lessor, such installation shall be
subject to Lessor's prior written approval of Lessee's plans and specifications therefore.
If approved by Lessor, Lessee agrees to pay Lessor, on demand, the cost for providing
such additional utility facilities or utility facilities of greater capacity.
Except as otherwise provided in this Section, Lessor shall not be responsible for
providing any meters or other devices for the measurement of utilities supplied to the
Premises. Lessee shall make application for and arrange for the installation of all such
meters or other devices and Lessee shall be solely responsible for and promptly pay, as
and when the same become due and payable, all charges for water, sewer, electricity, gas,
telephone and any other utility used for or consumed in the Premises.
Should landlord elect or be required to supply any utility services used or
consumed in the Premises, Lessee agrees to pay as additional rent an amount not to
exceed that which the utility company would have charged Lessee for furnishing such
utilities. If Lessor is furnishing tenant any utility or utilities hereunder, Lessor, at any
time, at Lessor's option and upon not less than thirty (30) days prior notice to Lessee,
may discontinue such fiunishing of any such utility to the Premises, and in such case,
Lessee shall contract with the public service company supplying such utility service for
the purchase and obtaining by Lessee of such utility directly from such public service
company.
27. Notices In every instance where it shall be necessary or desirable
for the Lessor to serve any notice or demand on the Lessee, it shall be sufficient: to send
a written copy of the notice or demand by United States certified mail, postage prepaid,
addressed to the Lessee as follows:
12
Norma Kula AND County Attorney's Office
Director of Monroe County Library P.O. Box 1026
101485 Overseas Highway 1111 12' Street, Suite 408
Key Largo, FL 33037 Key West, FL 33040
All notices or demands shall be signed by the Lessor or its agent. Where the Lessee
desires to serve notice or demand on the Lessor, such notice or demand shall be sent
certified mail return receipt requested, postage prepaid to Lessor at the following address:
513 Fleming Street # 1, Key West, Florida 33040. Except as otherwise provided in this
Lease, notice given by personal delivery shall be effective as of the date of delivery;
notice mailed shall be effective as of the second day (not a Saturday, Sunday or legal
holiday) next following the date of mailing; notice by Federal Express Overnight Service
shall be effective on the next business day following the date of sending.
28. Lessee's Default The occurrence of any one or more, singularly or
collectively, of the following shall constitute an Event of Default and a breach of this
Lease by Lessee:
28.1 The vacating or abandonment of the Premises by the Lessee;
28.2 The subletting or assignment of the Lease or of any portion of the
Premises by the Lessee without Lessor's prior written consent;
28.3 The alteration, improvement or addition to the Premises by the Lessee
without Lessor's prior written consent;
28.4 The failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee under this Lease including, but not Iimited to, all rent,
penalties, late payments, and all reimbursement owed to Lessor under this Lease, as and
when due.
28.5 The intentional or negligent damage or destruction to the Premises by the
Lessee;
28.6 The failure by the Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the Lessee.
28.8 The violation by the Lessee of any rules, laws, or regulation of any
governmental agency, including the commission by the Lessee of any act in violation of
any statute deemed to be a felony or of moral turpitude, or the commission by the Lessee
of acts of nuisance to neighbors.
29. Lessor's Remedies In the case of the defaultibreach occurrences
described in above, The Lessor shall first give the LESSEE a written notification stating
the default/breach. The LESSEE shall be notified that he has 10 days to correct the
default/breach. If the nature of the default/breach is such that it cannot be cured in 10
days, the LESSEE shall inform the Lessor in writing of the reason why the default/breach
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cannot be cured in 10 days and shall provide a written plan showing how the
default/breach will be cured in a timely manner. If the LESSEE has not corrected the
default/breach at the end of the 10 days or if the LESSEE has provided a cure plan, which
the LESSEE has failed to timely and diligently execute, then the Lessor may terminate
the lease. In the case of termination, Lessor shall provide LESSEE 30 days notice.
29.3 The Lessor may pursue all other remedies that are now or that later
become available to Lessor under the laws or judicial decisions of the State of Florida
29.8 No waiver of any default or non - exercise of a right under this Lease shall
waive any other default, or the same default on a future occasion, or preclude exercising
any other right or the same right on a future occasion.
30. Surrender Of Demised Premises Lessee agrees to surrender the
Premises at the termination of the tenancy in the same condition as received by Lessee,
reasonable use and wear excepted.
31. Holding Over Unless a renewal agreement has been executed and
in case of holding over by Lessee after expiration or termination of this Lease, Lessee
shall be deemed a lessee at sufferance and will be liable for Lessor's damages due to such
holdover and, in addition, shall pay for each month of such holdover period double the
amount of the rent and other charges accruing for the last month during the term of this
Lease. No holding over by Lessee after the term of this Lease shall operate to extend the
Lease, except that Lessor, at its option, by written notice to Lessee, may elect to consider
Lessee's withholding of the Premises as a holdover of this Lease and treat Lessee as a
lessee for another year on the same terms and conditions as are contracted in this Lease,
in which case the total rental shall be double the rate stipulated in this Lease. The
foregoing provisions of this section are in addition to and do not affect Lessor's right of
re -entry or any other right of Lessor hereunder or as provided by law.
32. Attorney's Fees And Costs The prevailing party in any action under or
concerning this Lease shall recover from the other party reasonable attorney's fees and
costs, whether or not suit be brought, including attorney's fees and costs on appeal, plus
all other reasonable expenses incurred by the prevailing party in exercising any of the
rights and remedies under this Lease, including, without limitation, court costs, other
legal expenses and attorney's fees incurred in connection with consultation, arbitration,
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mediation, alternative dispute resolution, and litigation. These fees, costs, and expenses
shall bear interest at the highest rate available by law until paid.
33. Litieation and Venue The laws of the State of Florida shall govern
the validity, performance and enforcement of this Lease. Lessor and Lessee submit to the
non- exclusive personal jurisdiction in the State of Florida, the courts of Florida and the
United States District Courts sitting in Florida, for the enforcement of this Lease. Lessor
and Lessee each waive any and all personal rights under the law of any jurisdiction to
object on any basis (including, without limitation, inconvenience of forum) to jurisdiction
or venue within the State of Florida for the purpose of litigation to enforce this Lease.
Any litigation arising between the parties shall be maintained solely in the state court of
competent jurisdiction in Monroe County, Florida.
34. Non - waiver of Breach Lessor's failure to take advantage of any
default or breach of covenant on the part of Lessee shall not be construed as a waiver of
the breach, nor shall any custom or practice which may grow between the parties in the
course of administering this Lease be construed or to waive or to lessen the right of
Lessor to insist on the strict performance by Lessee of any term, covenant or condition of
this Lease, or to exercise any rights of Lessor on account of any such default. A waiver of
a particular breach or default shall not be deemed to be a waiver of the same or any other
subsequent breach or default. The acceptance of rent shall not be, or be construed to be, a
waiver of any breach of any term, covenant or condition of this Lease. The presentation
of any rent or other charge under this Lease in the form of a check marked by Lessee to
constitute a waiver of any default shall not constitute such waiver even though endorsed
and cashed by Lessor unless Lessor expressly agrees to waive such default by separate
written instrument No surrender of the Premises for the remainder of the term of this
Lease shall operate to release Lessee from liability under this Lease.
35. Subordination. Attornment Estoppel Letters
35.1 Notwithstanding any provision of this Lease or of statute to the contrary,
all of Lessee's rights and privileges under this Lease, except as expressly provided below,
are and shall always be, subject and subordinate to the rights of the Lessor and to any
mortgage executed or assumed by Lessor encumbering the Premises, whether currently
existing or subsequently placed on the Premises.
35.2 The holder of any such recorded mortgage, or the purchaser at any
foreclosure sale under a power of sale contained in any Mortgage, or any assignee thereof
shall have the right to demand the Lessee to attorn to, and recognize the mortgage holder
or purchaser, as the case may be, as Lessor under this Lease for the balance then
remaining of the term of this Lease, subject to all terms of this Lease.
35.3 The above provisions shall be self - operative and no further instrument
shall be necessary unless required by any such mortgage holder or purchaser at
foreclosure sale. By the execution of this Lease and the acceptance of possession of the
15
Premises, Lessee expressly consents to and acknowledges the rights of the holder of such
mortgage and of any purchaser at foreclosure sale. Notwithstanding anything to the
contrary set forth above, any mortgage holder may at any time subordinate its Mortgage
to this Lease, without Lessee's consent, by notice in writing to Lessee, and on that event
this Lease shall be deemed prior to such Mortgage without regard to their respective dates
of execution, delivery and/or recording and in that event the Mortgagee shall have the
same rights with respect to this Lease as though this Lease had been executed and a
memorandum of this Lease recorded prior to the execution, delivery and recording of the
Mortgage and as though this Lease had been assigned to that Mortgage holder. Should
Lessor or Mortgage holder or purchaser at foreclosure sale desire confirmation of either
such subordination or such attornment, as the case may be, Lessee on written request, and
from time to time, shall promptly execute and deliver without charge and in recordable
form satisfactory to Lessor, the Mortgage holder or to the purchaser at foreclosure sale all
instruments and/or other documents that may be requested to acknowledge the
subordination and/or agreement to attorn.
35.4 In the event Lessee fails to execute and deliver, in recordable form, the
instruments and documents as required above within 10 days after request in writing by
Lessor or holder of the Mortgage or purchaser at foreclosure sale, as the case may be,
Lessee now makes, constitutes and appoints Lessor or the Mortgage holder or the
purchaser at foreclosure sale, as the case may be, as Lessee's attorney -in -fact and directs
Lessor or holder of the Mortgage or purchaser at foreclosure sale, as the case may be, to
execute and deliver the instruments and documents in its name, place and stead, or Lessor
may treat the failure as a deliberate breach and an Event of Default. This power of
attorney is given and coupled with an interest and is irrevocable.
35.5 Notwithstanding any other provision herein, it is agreed that the failure or
refusal of Lessee to execute, acknowledge and deliver to Lessor or mortgage holder a
statement in accordance with the provisions herein within the 10 day period shall
constitute an acknowledgment by Lessee, which may be relied on by any person holding
or intending to acquire any interest whatsoever in the Premises, that this Lease had not
been assigned, amended, changed, or modified, is in full force and effect and that the
Basic Rent and additional rent have been duly and fully paid not beyond the respective
due dates immediately preceding the date of the request, and shall constitute, as to any
persons entitled to rely on the statements, a waiver of any defaults by Lessor or defenses
or offsets of the written request, and Lessor at its option, may treat Lessee's failure as a
deliberate Event of Default.
36. Transferability By Lessor Lessor shall have the right to transfer an d
assign, in whole or in part, all and every feature of its rights and obligations under this
Lease as part of a conveyance of the Building and underlying property, and at the time of
the assignment of this Lease or conveyance of the Building, the Lessor named in this
Lease shall be released from all subsequent obligations or liabilities under this Lease, and
Lessor's successor in interest shall become the new Lessor under this Lease and
responsible to Lessee for all obligations of Lessor.
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37. Amendment Of Lease This Lease may not be altered, changed, or
amended, except by an instrument in writing, signed by the party against whom
enforcement is sought. This Lease and any exhibits contain the entire agreement reached
in all previous negotiations between the parties and there are no other representations,
agreements or understandings of any kind, either written or oral, except as specifically set
forth here.
38. Quiet Enjoyment Lessee shall and may peaceably have, hold and
enjoy the Premises subject to the terms of this Lease and provided Lessee pays the rental
specified in this Lease and performs all the covenants and agreements contained in this
Lease.
39. Kiosks and other Free Standine Bujldings. In addition to the rights set
above, Lessor shall further have the right to construct and to lease free- standing buildings
in the common areas.
40. Sim= and Window Treatments. So long as all signage is approved
and properly permitted by Monroe County, Lessor will allow Lessee, at it's expense to
install any signs pertinent and relating to Monroe County Library. Lessor shall cooperate
with Lessee's efforts to obtain any permit, approval or consent necessary or desirable in
connection with the installation of any sign. Lessee further agrees to maintain such sign,
awning, canopy, decoration, lettering advertising or other things as may be approved by
Lessor in good condition and repair at all times. Furthermore, if a Lessor consents to a
sign requiring electricity, Lessee agrees to have installed an electric circuit from Lessee's
electrical panel box. Said circuit needs to satisfy the sign manufacturers requirement as
well as all code requirement. Under no circumstances shall the Lessee's sign be powered
from an electrical source used for common area purposes.
41. Displays The Lessee may not display or sell merchandise or allow
grocery carts or other similar devices within the control of Lessee to be stored or to
remain outside the defined exterior walls and permanent doorways of the Premises.
Lessee further agrees not to install any exterior lighting, amplifiers or similar devices or
use in or about the Premises any advertising medium which may be heard or seen outside
the Premises, such as flashing lights, searchlights, loudspeakers, phonographs or radio
broadcasts.
42. Parking Lessee shall be responsible, at Lessee's sole cost and
expense, for the payment of all parking, impact or other fees related to Lessee's use or
occupancy of the Premises or Building.
43. Al, arm Box. Should Lessee install an alarm box, that alarm box must not
be visible from the street.
44. Brokerage Lessee represents and warrants that there are no brokers
involved in this Lease transaction except [if left blank, none shall be deemed
inserted] to whom commission shall be paid by Lessor by separate agreement (if name
inserted). Lessee agrees to indemnify, defend and hold Lessor harmless from and against
17
all costs, claims, liabilities, expenses or damages of any kind whatsoever (including but
not limited to attorney's fees and costs at all tribunal levels) arising from any such
brokerage claim made by any one other than the above named broker (if name inserted).
47. Severability Inapplicability, invalidation, or unenforceability of any one
or more of the provisions of this Lease or any instrument executed and delivered pursuant
to this Lease, by judgment, court order or otherwise, shall in no way affect any other
provision of this Lease or any other such instrument, which shall remain in full force and
effect.
50. Binding Effect Submission of this instrument for examination does
not constitute a reservation of or option for the Premises or an offer to rent the same. The
instrument becomes effective as a Lease only on execution and delivery by both Lessor
and Lessee.
51. Successors and Assigns. All of the terms and agreements contained in
this Lease shall be binding on and inure to the benefit of the parties to this Lease, and
their heirs, legal representatives, successors and assigns. Any sale or transfer of the
Premises by Lessor during the Term shall be made by an instrument that expressly refers
to this Lease as a burden on the Premises.
52. Joint and Several Obligations. If Lessor includes more than one person
or entity, the obligations shall be joint and several of all such persons and entities.
53. Force Wegre This Lease and the obligations of the Lessee under
this Lease shall not be affected or impaired and Lessor shall not be liable in the event
Lessor is unable to fulfill any of its obligations under this Lease or is delayed in doing so
if such inability or delay is caused by "force majeure." The term "force majeure" as used
in this Lease shall mean "Acts of God," labor disputes (whether lawful or not), material
or labor shortages, restrictions by any governmental authority, civil riots, floods, acts of
terrorism or other cause beyond Lessor's control.
54. Interpretation The captions, sections, clauses, article numbers,
section numbers and table of contents, if any, of this Lease are inserted for convenience
only and in no way limit, enlarge, define or otherwise affect the scope or intent of the
Lease or any provision of this Lease. The parties intend that the interpretation and
enforcement of this Lease be governed by the laws of the State of Florida If there is more
than one Lessee, the obligations and liabilities imposed on Lessee by this Lease shall be
joint and several. The words "Lessor" and "Lessee" shall also extend to and mean the
successors in interest of the respective parties and their permitted assigns, although this
shall not be construed as conferring on the Lessee the right to assign this Lease or sublet
18
the Premises or confer rights of occupancy on anyone. All charges due from Lessee to
Lessor under this Lease, including, without limitation, any charges against Lessee by
Lessor for services or work done on the Premises by order of Lessee, except sales tax,
shall be deemed additional rent shall be included in any lien for rent, and shall be paid
(including sales tax) without set -off or defense of any kind. This Lease has been fully
negotiated and reviewed by the parties and their counsel and is the work product of both
Lessor and Lessee; it shall not be more strictly construed against either party. Provisions
inserted in or affixed to this Lease shall not be valid unless appearing in the duplicate
original held by the Lessor and initialed by the Parties. In the event of variation or
discrepancy, the Lessor's duplicate shall control. This Lease and the exhibits, schedules,
addenda, riders, and guaranty, if any, attached to this Lease are incorporated in this Lease
and set forth the entire agreement between the Lessor and Lessee concerning the
Premises and Building and there are no other agreements or understandings between
them. This Lease and its exhibits, schedules, addenda, riders, and guaranty, if any, may
not be modified except by agreement in writing executed by the Lessor and Lessee
Nothing in this Lease creates any relationship between the parties other than that of lessor
and lessee and nothing in this Lease constitutes the Lessor a partner of the Lessee or a
joint venturer or member of a common enterprise with the Lessee. Wherever necessary
to properly construe this Lease, the use of the singular shall include the plural and the use
of the masculine shall include feminine.
55. No Remedy Exclusive No remedy or election under this Lease shall be
deemed exclusive but shall, whenever possible, be cumulative with all other remedies at
law or in equity. The various rights and remedies contained in this Lease and reserved to
the Lessor shall not be exclusive of any right or remedy of Lessor, but shall be construed
as cumulative and shall be in addition to every other remedy now or subsequently
existing at law, in equity or by statute. No delay or omission of the right to exercise any
right or remedy by Lessor shall impair any right or power, nor shall the delay or omission
be construed as a waiver of any subsequent or prior default or as acquiescence in any
default.
56. Consents and Anurovals If, pursuant to any provision of this Lease,
the consent or approval of either party is required to be obtained by the other party, then,
unless otherwise provided in this Lease, the party whose consent or approval is required
shall not unreasonably withhold, condition or delay its consent or approval.
57. Radon Gas Notification.
Radon Gas: 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 health department.
19
58. Payment or Performance. Lessor shall have the right, on 7 days prior
written notice to Lessee (or without notice in case of emergency or in order to avoid any
fine, penalty, or cost which may otherwise be imposed or incurred pursuant to this
Lease), to make any payment or perform any act required of Lessee under any provision
in this Lease, and in exercising that right, to incur necessary and incidental costs and
expenses, including reasonable attorney's fees. Nothing in this Lease shall imply any
obligation on the part of Lessor to make any payment or perform any act required of
Lessee, and the exercise of the right to do so shall not constitute a release of any
obligation, waiver of any default or obligation of Lessor to make any similar payment or
perform any similar act in the future. All payments made, and all costs and expenses
incurred in connection with Lessor's exercise of the right set forth in this Section, shall be
reimbursed by Lessee within 5 days after receipt of a bill setting forth the amounts so
expended, together with interest at the rate of 12 % per annum from the date the sums are
incurred by Lessor. Any such payments, costs and expenses made or incurred by Lessor
shall be treated as Additional Rent owed by Lessee.
59. Truth of Statements. Lessee warrants to Lessor and to anyone to
whom Lessor assigns this Agreement that each statement made by any Lessee to Lessor
in, and in connection with, this Lease is true.
60. Bankruptcy. Lessee acknowledges and confirms that, in any bankruptcy
it/he/she may file during the life of this Lease, that Lessee shall provide Lessor with a
consent to any motion for relief from the automatic stay filed by Lessor concerning this
Lease and further shall sign all documents and take all steps necessary to provide Lessor
with complete and total relief from the automatic stay concerning this Lease, without
delay, and Lessee's signature on this Lease shall constitute that consent.
61. No APencies. Partnership or Joint Venture. Nothing in this
Agreement, nor acts of the Parties, shall be deemed or construed as in any way creating a
relationship including, without limitation, agency, partnership, joint venture or any other
similar relationship between the Lender and Borrower.
62. Facsimiles and Counterpart& This Agreement may be executed in
one or more counterparts, all of which may be deemed an original and together shall
constitute one and the same Agreement. Facsimile copies with original signatures may be
used, however, all documents delivered pursuant hereto must be originals.
63. Exhibits. All Exhibits attached hereto are incorporated herein as
though fully set forth and shall be considered a part of this Lease.
64. General Provisions
64.1 The invalidity or unenforceability of any particular provision of this Lease
shall not affect the other provisions of this Lease, and the Lease shall be construed in all
respects as if the invalid or unenforceable provision were omitted.
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64.2 Notwithstanding any express or implied amount of interest charged or due
under this Lease which may be in excess of the highest rate allowable by law for such
amounts, those amounts shall be amended to be not more than the highest rate allowable
by law.
64.3 Time is of the essence of this Lease and all of its provisions in which some
performance within a stated time is a factor or is required.
64.5 The waiver or nonenforcement by Lessor of any terms, covenant or
condition contained here shall not be deemed to be a waiver of that term, covenant or
condition. Any subsequent acceptance of rent under this Lease by Lessor shall not be
deemed to be a waiver of any preceding default by Lessee of any term, covenant or
condition of this Lease, other than the failure of the Lessee to pay the particular rental so
accepted, regardless of Lessor's knowledge of the preceding default at the time of the
acceptance of the rent.
64.6 This Lease has been drafted by counsel for Lessor as a convenience to
both parties, and both parties have read and negotiated all of the language used in this
Lease. The parties acknowledge and agree that because all parties participated in
negotiating and drafting this Lease, no rule of construction shall apply to this Lease
which construes any language, whether ambiguous, unclear or otherwise in favor of or
against any party by reason of that party's role in drafting this Lease.
64.8 If the Lessee vacates or abandons the Premises and leaves any personal
property either in the Premises or anywhere about the building or its lawns or parking
areas, then Lessee shall be deemed to have abandoned the personal property and it will be
disposed of by Lessor, with Lessee's liability to Lessor for the cost of disposal. The
property shall be deemed to be vacated or abandoned on Lessee's failure to continuously
occupy the Premises for a period of 30 days or more without the prior written notice to
Lessor of an intended absence.
64.9 Lessee shall not permit the accumulation of rubbish, refuse, garbage, trash,
or similar waste on the Premises. On the failure of Lessee to remove any accumulation of
such rubbish within 3 days after receipt of written notice to remove it, Lessor shall have
the right to remove it, in which event the costs of removal incurred by Lessor shall be
paid by the Lessee as additional rent for the month immediately following the month
during which the expense is incurred by Lessor. At the option of the Lessor, the Lessor
shall have the right to declare the failure of Lessee to remove the rubbish as an Event of
Default.
64.10 On Lessee paying the rent reserved under this Lease and observing and
performing all of the covenants, conditions and provisions on Lessee's part to be
observed and performed under this Lease, Lessee shall have the quiet possession of the
21
Premises for the term of this Lease, subject to all the provisions of this Lease. Lessee's
right of quiet enjoyment shall terminate on the occurrence of any Event of Default, or on
the occurrence of any event, which would be an Event of Default on the giving of any
notice required to be given.
64.11 Lessor shall not be required to perform any covenant or obligation under
this Lease, or be liable for damages to Lessee, so long as the performance or
non - performance of the covenant or obligation is delayed or caused by an
act of God, force majeure, war, civil unrest, or Lessee. For purposes of this
Lease, an act of God or force majeure is defined as strikes, lockouts, sit
downs, material or labor restrictions by a governmental authority, unusual
transportation delays, riots, floods, washouts, explosions, fires, storms,
weather (including wet grounds or inclement weather which prevents
construction), settlement of the soils, sink- holes, rising waters, lightning,
electrical surges or brownouts, acts of the public enemy, wars, insurrections,
and or any other cause not reasonably within the control of Lessor or by the
exercise of due diligence Lessor is wholly or in part unable to prevent or
overcome.
29. Nondiscrimination. Lessor and Lessee agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has
occurred, this Lease Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. Lessor
and Lessee agree to comply with all Federal and Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination. These include but are
not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which
prohibits discrimination on the basis of race, color or national origin; 2) Title
IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-
1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794),
which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92 -255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970
(PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol
abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and
527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality
of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act
of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of
1990 (42 USC s. 1201 Note), as may be amended from time to time, relating
to nondiscrimination on the basis of disability; 10) Sections 13 -101, et seq.,
22
Monroe County Code, relating to discrimination based on race, color, sex,
religion, disability, national origin, ancestry, sexual orientation, gender
identity or expression, familial status or age; 11) Any other nondiscrimination
provisions in any Federal or state statutes which may apply to the parties to, or
the subject matter of, this Lease Agreement.
30. Covenant of No Interest Lessor and Lessee covenant that neither presently
has any interest, and shall not acquire any interest, which would conflict in
any manner or degree with its performance under this Lease Agreement, and
that the only interest of each is to perform and receive benefits as recited in
this Lease Agreement.
31. No Soficitation✓Pavment The Lessor and Lessee warrant that, in respect to
itself, it has neither employed nor retained any company or person, other than
a bona fide employee working solely for it, to solicit or secure this Lease
Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working
solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Lease
Agreement. For the breach or violation of the provision, the Lessor agrees
that the Lessee shall have the right to terminate this Lease Agreement without
liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or
consideration.
32. Public Access The Lessor and Lessee shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in
its possession or under its control subject to the provisions of Chapter 119,
Florida Statutes, and made or received by the Lessor and Lessee in
conjunction with this Lease Agreement; and the Lessee shall have the right to
unilaterally cancel this Lease Agreement upon violation of this provision by
Lessor.
33. Non - Waiver of Immunity Notwithstanding the provisions of Sec. 786.28,
Florida Statutes, the participation of the Lessor and Lessee in this Lease
Agreement 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 Lessee be
required to contain any provision for waiver.
34. Privileges and Immunities All of the privileges and immunities from
liability, exemptions from laws, ordinances, and rules and pensions and relief,
disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of
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the Lessee, when performing their respective functions under this Lease
Agreement within the territorial limits of the County shall apply to the same
degree and extent to the performance of such functions and duties of such
officers, agents, volunteers, or employees outside the territorial limits of the
County.
35. Leal Obligations and Responsibilities Non - Delegation of Constitutional
or Statutory Duties. This Lease Agreement is not intended to, nor shall it be
construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual
and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility.
Further, this Lease Agreement is not intended to, nor shall it be construed as,
authorizing the delegation of the constitutional or statutory duties of the
Lessee, except to the extent permitted by the Florida constitution, state statute,
and case law.
36. Non - Reliance by Non - Parties No person or entity shall be entitled to rely
upon the terms, or any of them, of this Lease Agreement to enforce or attempt
to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the Lessor and Lessee agree that neither
the Lessor nor the Lessee or any agent, officer, or employee of either shall
have the authority to inform, counsel, or otherwise indicate that any particular
individual or group of individuals, entity or entities, have entitlements or
benefits under this Lease Agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this
Lease Agreement.
37. Attestations. Lessor agrees to execute such documents as the Lessee may
reasonably require, to include a Public Entity Crime Statement, an Ethics
Statement, and a Drug -Free Workplace Statement.
The parties certify that they have carefully read and understood every word in this Lease
and by signing agreed to faithfully comply with its provisions.
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LESSEE: Board of County Commissioner of Monroe County, Florida
By:
l $y or, Mo o ty
u
LESSOR:
Danny L. Kolhage
BIG PINE SHOPPING CENTER, LLC
3 / g / //
Date
Date
MONROE C i `a` ;TTOR�JE`,'
APPR Vt D AS TO FORM:
r -
CHRISTINE M. T-BARROWS
ASSISTANT COUN i Y ATTORNEY
Date _. -3/+11
25
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25
RULES AND REGULATIONS — SHOPPING CENTER
Lessee agrees for itself, its employees, agents, clients, customers, invitees and
guests, to comply with the following rules and regulations. Lessee agrees that lessor may
amend, modify, and delete the following rules and regulations or add new and additional
reasonable rules and rules and regulations for the use and care of the leased premises, the
building of which the leased premises are a part, the parking and other common areas and
all of the shopping center. Lessee agrees to comply with all additional or modified rules
and regulations
when lessee receives notice from Lessor or Lessor posts them in a place within the
shopping center that Lessor may designate. In the event of any breach of any rules and
regulations set forth in this Lease or any amendments or additions to it, Lessor shall have
all remedies in this lease provided for default of lessee.
Lessee covenants and agrees with Lessor that:
(1) Lessee shall not affix or maintain outside the leased premises, including the exterior
of the glass panes and supports of the show windows (and within six inches of any
window), doors and exterior walls of the leased premises or any place within the leased
premises if intended to be seen from the exterior of the leased premises, any signs,
advertising placards, names, insignia, notices, trademarks,' descriptive material or any
other similar item or items, and Lessor shall have the right, without giving prior notice to
lessee and without any liability for damage to the leased premises reasonably caused by
removal, to remove such items from the leased premises, unless lessee shall have first
received Lessor's written approval as to size, type, color, location, copy, nature and
display qualities. No symbol, design, name, mark or insignia adopted by lessor for the
shopping center shall be used Lessor's prior written consent. No illuminated signs located
in the interior of any store and which are visible from the outside shall advertise any
product. All signs located in the interior of any store shall be in good taste, so as
not to detract from the general appearance of the store and the shopping center. Lessee
shall not use handbills for advertising at the shopping center,
(2) No awning or other projections shall be attached to the exterior walls of the leased
premises or the building of which they form a part.
(3) All loading and unloading of goods shall be done through the Lessee's rear entrance
door.
(4) All garbage and refuse shall be kept in a closed container, shall be placed in the rear
of Lessee's space and disposed of properly If Lessor shall provide or designate a service
for picking up refuse and garbage, lessee shall use same at lessee's cost and contribute a
monthly pro rata share of the expense. Lessee will not install or cause to be installed any
automatic garbage disposal equipment without the Lessor's prior written consent. Any
Tenant placing trash or debris outside an approved container will be fined $ 100 per
occurrence and Landlord may, at Landlords sole discretion terminate the Tenants lease.
If a Tenant needs to dispose of `Bulk Trash", Tenant shall call Waste Management to
arrange for disposal or take to appropriate disposal facility.
(5) No radio or television or other similar device shall be installed, and no aerial shall be
erected on the roof, on exterior walls of the leased premises, or on the parking area or
other common areas. Any such device or aerial, so installed, shall be subject to removal
without notice at any time.
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(6) No loud speakers, televisions, stereos, radios or other audio devices shall be used in a
manner so as to be heard or seen outside of the leased premises without the Lessor's
written consent.
(7) No auction, fire, bankruptcy or selling -out sales shall be conducted on or about the
leased premises without the Lessor's prior written consent;
(8) Lessee shall keep lessee's display windows illuminated and signs and lights on the
storefront lighted every day of the term of this lease during the hours designated by
Lessor.
(9) Lessee's hours of operations shall begin no earlier than 6:00 AM and end no later
than 2 :OOAM on a daily basis.
(10) Lessee shall not place or permit any obstructions or merchandise including
newspapers, flyers, magazines or any other like material in any parking areas or other
common areas or in the service corridors, sidewalks, entrances, passages, corridors, or
stairways.
(11) Lessee and lessee's employees shall not park their cars in the front parking lot. The
front parking lot is used for "customers" only. Any Tenant or Tenants employee parking
in the front parking lot will be fined $ 100.00 per occurrence. Failure of Tenant to pay
fine within 3 days will result in termination of Tenants lease. Lessee shall furnish Lessor
the state automobile license numbers assigned to lessee's car or cars and the cars of
lessee's employees within 3 days of any request to do so by Lessor;
(12) Lessee shall use at lessee's cost the pest extermination contractor that
Lessor may direct and at intervals that Lessor may require.
(13) In the event Lessor installs a supervised fire sprinkler alarm system for the
protection of lessee and of the shopping center, lessee agrees to pay its pro rata share of
the monthly alarm service charge.
(14) Lessee will cooperate and participate in all security programs affecting the shopping
center and Lessee agrees to pay its pro rata share of expense for same.
(15) Lessee shall not make or permit any noise or odor which Lessor deems objectionable
to emanate from the leased premises. No person shall use the leased premises as sleeping
quarters, sleeping apartments, or lodging rooms. No person shall be allowed to sleep in,
lodge in or store any vehicle, camper, boat or trailer of any kind on any of the Shopping
Center property.
(16) Lessee shall obtain all permits or licenses necessary to conduct its business;
(17) Except for those exclusively for use by employees of lessee which are not visible
from the sales area of lessee or the exterior of the leased premises, lessee shall not
operate any coin or token - operated devices such as, but not limited to, pay telephones,
pay lockers, pay toilets, scales, amusement devices and machines for the sale of
beverages, foods, candy, cigarettes or other commodities, without Lessor's prior written
consent.
(18) Lessee shall not place or maintain any temporary fixture for the display of
merchandise in front of or within 3 feet of any entrance to the leased premises. Lessor
shall have the right, without giving prior notice to lessee and without any liability for
damage to the leased premises or lessee's merchandise, to remove any such fixtures from
the leased premises, except those that shall have first received Lessor's written approval
as to size, color, location, nature and display qualities.
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(19) Lessee shall not make noises, cause disturbances or vibrations or use or operate any
electrical or electronic devices or other devices that emit sound or other waves or
disturbances, or create odors, any of which may be offensive to other lessees and
occupants of the Shopping Center or that would interfere with the operation of any device
or equipment or radio or television broadcasting or reception from or within the shopping
center or elsewhere.
(20) No skateboarding, rollerblading, consumption of alcohol or open containers is
allowed in the common area of the premises.
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