Loading...
Item S3BOARD OF COUNTY COMIVIISSIONERS AGENDA ITEM SUMMARY Meeting Date: 4/18/12 - KW Division: County Attorney Bulk Item: Yes X No Staff Contact Person: Suzanne Hutton, 292-3470 AGENDA ITEM WORDING: Approval of Second Amendment to Lease Agreement extending the lease for office space for the County Attorney's Office for one (1) year to expire August 31, 2013. ITEM BACKGROUND: On July 18, 2007, due to the hazardous conditions that existed as a result of the structural deterioration of the building formerly housing the County Attorney's Office, the BOCC approved a Lease Agreement for office space to house the County Attorney's Office in Suite #408 of the office building located at 1111 12ffi Street in Key West until office space could be made available in a County building. On 4/20/11, the BOCC approved a one-year extension of this lease in that Engineering had advised alternate space in a County building was not expected to be ready within the required time frames. Alternate space in a County building is not expected to be available prior to the expiration of our current lease August 31, 2012. This Second Amendment to Lease Agreement extends the existing lease for an additional one (1) year term until alternate space in a County building becomes available. PREVIOUS RELEVANT BOCC ACTION: 7/18/2007 BOCC approved Lease Agreement 4/20/2011 BOCC approved Amendment to Lease Agreement (1 yr. extension) CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval. TOTAL COST: $144,538.20 per year * INDIRECT COST: BUDGETED: Yes X No DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: $144,538.20 per year * * Per lease agreement, base rent adjusts annually on the 15L day of September by 4% or the percentage change of the Consumer Price Index (CPI) for the preceding 12 months, whichever is higher. Current rent is $11,581.60 per month/$138,979.20 annual. SOURCE OF FUNDS: REVENUE PRODUCING: Yes _ No X AMOUNT PER MONTH Year APPROVED BY: County Atty 4-OMB/Purchasing Risk Management _ DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 2/05 SECOND AMENDMENT TO LEASE AGREEMENT THIS SE Ni; A NDMENT TO LEASE AGREEMENT is made and entered into this ?day of 2012, by 12r" STRF.F.T. LTD. (LESSOR). a profit corporation -ncorlwratcd m t Statc of Florida, whose address is 1680 Michigan Avenue. Suite 914. Miatni, FL 33139. and the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNITY. FLORIDA, a political subdivision of the State of Florida. whose address is 1100 Simonton Strait, Key West, FT. 33040 ("COUNTY" or "LESSEE"). WHEREAS, on July 18, 2007 the parties entered into a lease for office space situated at 1 I I I 12`h Street, Suite 408. Key West, Florida 33040 expiring August 31. 2011; and WHEREAS, on April 20. 2011. the parties agreed to extend the lease ror a one-year term expiring August 31, 2012, and WHEREAS, the lease dated July 18. 2007 provides that it may be extended in one-year intervals; now therefore IN CONSIDERATION of the mutual promises and consideration contained herein, the parties agree: 1. The lease agreement entered into July 18. 2007. is hereby extended for an additional one- year term to expire August 31.2013. 2. All other terms of the lease agreement entered into July 18. 2007. not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, each party has caused this Agree It to be executed by its duly authorizedsepresentati ve. � 121" STRF..E�f', LTD. /WITNE$S:. '/ � / By: Title - BOARD OF COUNTY COMMISSIONERS OF MONIROE COUNTY, FLORIDA (SEAL) ATTEST: By: DANNY L. KOLHAGE, CLERK MAYOR MINI This Amendment to Lease Agreement is made and entered this eday of 2011, by 12TH STREET, LTD. (LESSOR), a profit corporation incorporated in the S�f Florida, whose address is 782 NW Lejeune Rd., Suite 638, Miami, FL 33126, and the BOARD of COUNTY COMMISSIONERS for MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, ("COUNTY" or "LESSEE'). WHEREAS, the parties entered Into a lease for office space situated at 1111 12th Street, Suite 408, Key West, Florida 33040; and WHEREAS, the term of the lease expires August 31, 2011; and WHEREAS, the COUNTY continues to requires office space for the County Attorney's Office; and WHEREAS, the lease dated July 18, 2007, provides that it may be extended in one- year Intervals; now therefore IN CONSIDERATION OF the mutual promises and consideration contained herein, the parties agree: 1. The lease agreement entered Into July 18, 2007, is extended for one year to August 31, 2012. 2. All other terms of the lease agreement entered July 18, 2007, not inconsistent herewith shall remain in full force and effect. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. ------- (SEAL) ATTEST: By KOLHAGE, CLERK 12th STREET Li-D. BY " BOARD OF COUNTY COMMISSIONERS OF MONROE OUNTY, FLORIDA By yor/Chalrman 4+Ma� r--+- . Q— r Ca, rr u-i s COUNTY I To ArlpfIOvEp F H U r01 3�3P . ,,.._ . This Agreement Is made and entered THIS it day of July, 2007, by 12TH STREET, LTD. (LESSOR), a profit corporation Incorporated in the State of Florida, whose address Is 782 NW Lejeune Rd., Suite 638, Miami, FL 33126, and the BOARD of COUNTY COMMISSIONERS for MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, ("COUNTY" or "LESSEE'. WHEREAS, LESSOR owns an office building situated at 1111 12d1 Street, Suite 408, Key West, Florida 33040; and WHEREAS, the County Attorney's office has been located In a County building which has been deemed by an Independent engineering company to be unsafe for continued occupancy; and WHEREAS, the COUNTY requires office space for the County Attorney's Office; now therefore IN CONSIDERATION OF THE MUTUAL PROMISES AND CONSIDERATION CONTAINED HEREIN, THE PARTIES AGREE: 1. PROPERTY. LESSOR leases exclusively to the COUNTY the Suite 408 of the e building known as the Key West Professional Building located at 1111 IP Street, Key West, FI. 33040, as more particularly shown on Exhibit A, hereafter the "premises," containing 4,400 square feet. Exhibit A is attached and made a part of this Agreement. 2. TERM, The Initial term of this Agreement Is four years and twelve days running from August 20, 2007, through August 31, 2011, unless earlier terminated as provided In sections 3, of this agreement. Should the premises become available for the County Attorney's office to be moved In at any date other than August 20, 2007, the rental amount will be adjusted on a pro rate basis to reflect the changed date of availability, and the natural termination date shall remain August 31, 2011. Either party may request an extension of term no later than June 1, 2011, for a one-year extension, by giving written notice to the other party. Thereafter one-year extensions may be requested In the same manner and by mutual agreement of the parties, provided LESSEE Is not in default. 3. UM MD GQNRZEWM A. The premises shall be used solely for the operation of the County Attorney's office. If the premises are used for any other purpose, the LESSOR shall have the option of immediately terminating this Agreement. LESSEE shall not permit any use of the premises In any manner that would obstruct or Interfere with any of the LESSOR's duties as an owner and LESSOR to maintain the building. B. The LESSEE will further use and occupy said premises In a careful and proper manner, and not commit any waste thereon. LESSEE will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the premises. Any activities In any way Involving hazardous materials or substances of any kind whatsoever, either as those terms may be defined under any state or federal laws or regulations or as those terms are understood in common usage, are specifically prohibited. The LESSEE will not use or occupy said premises for any unlawful purpose and will, at LESSEE's sole cost and expense, County Attorney Lease 1 12* Street KW Professional Bldg. �. conform to and obey any present or future ordinance and/or rules, regulations, requirements and orders of governmental authorities or agencies respecting the use and occupation of said premises. C. LESSEE, Its employees and invitees shall have the non-exclusive right to use the common areas of the building, such as stairways, elevator, corridors, and parking, and will abide by such reasonable rules as LESSOR may from Impose regarding such use. LESSOR has the right to close off common areas from time to time for repairs and maintenance and other reasonable purposes. 4. wim A. For the use of the premises, the LESSEE must pay the LESSOR the sum of $118,800 per year, due in monthly Installments payable in arrears upon receipt of a proper invoice pursuant to the Florida Prompt Payment Act, Sections 218.70, Florida Statutes, et. seq. Rent payments should be sent to: 12th Street, LTD. PO BOX 414586 Miami Beach, FL 33141-4586 B. On the ist day of September, 2008, and annually thereafter, there shall be an adjustment to the base rent which shall be derived by taking the preceding year's rent and Increasing the same by four percent (49/6) or the percentage change of the Consumer Price Index for the preceding twelve (12) months, whichever Is higher. "Index" shall mean the "Consumer Price Index for Urban Wage earners and Clerical Workers, U.S. City Average, all items (1967a100)" Issued by the Bureau of Labor Statistics of the United States Department of Labor. In the event the Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the Percentage Increases (defined above) shall be made with the use of such conversion factor, formula, or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice Hall, Inc., or, failing such publication, by any other nationally recognized publisher of similar statistical 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 LESSOR shall determine. C. For any partial month within the term hereof said rent shall be payable on a prorated basis. All rents shall be paid when due and Interest for late payments shall be as set by the Prompt Payment Act. D. In the event that funds cannot be obtained or cannot be continued at a level sufficient to pay the lease price or the County Attorney's Office acquires adequate office space in a County -owned or State-owned building, this lease may be terminated by the LESSEE providing to LESSOR at least six months prior written notice of the termination. Payment under a multiple year agreement is contingent upon annual appropriation by the Board of County Commissioners. E. The cost of build -out required in section 8 below shall be included in the rental amount set forth in 4.A, above. County Attorney Lease - 2 12* Street KW Profenional$Idg. F. Computations of those common areas and operating expenses normally passed through to tenants have been applied to the premises and included in the annual rent of $118,800. Should the common area and operating expenses demonstrably Increase more than 4% in any year, County shall not withhold approval of any reasonable amendment to address economic changes. 5. 1, The LESSEE is exempt from all taxes, including any sales or use tax, levied by any government agency. 6. UTILITIES. The LESSOR shall pay all charges for, water, solid waste, and sewerage, and the LESSEE shall pay for all electrical services used at the Premises during the lease term. 7. INSURANCE. A. LESSOR shall obtain and keep in force, insurance coverage insuring against any loss or damage to the premises caused by fire, windstorm, flood, or other such hazards, as well as a policy of comprehensive public liability insurance insuring LESSOR and LESSEE 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, for any defects, acts or omissions other than those caused solely by LESSOR, Its officers, employees and agents. B. LESSEE is self -insured and carries excess liability coverage, and is subject to limited immunity from claims under Section 768.28, F.S. It shall be the exclusive obligation of LESSEE to Insure any and all contents of the leasehold premises and it is hereby agreed that the LESSOR shall have no liability for loss or damage to the same from any cause whatsoever. The LESSEE must keep in full force and effect the required insurance during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this lease are canceled, terminated or reduced In coverage, then the LESSEE must Immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the COUNTY whenever acqulred or amended. 8. CAN f PRENIfing LESSOR and LESSEE agree that LESSOR shall, upon approval by the County Commission of this agreement, prepare the premises for occupancy by finishing the premises with the following: additional walls as indicated on Exhibit A, framing and doors as indicated on Exhibit A, an ADA compliant bathroom, a kitchen sink and cabinet, painting of walls in colors selected by LESSEE, carpeting in color selected by LESSEE, mini -blinds on exterior windows, switch and outlet plates, and ceiling tiles. The LESSEE must keep the premises in good order and condition. The LESSEE must promptly repair damage to the premises. At the end of the term of this Agreement, the LESSEE must surrender the premises to the LESSOR in the same good order and condition as the premises were on the commencement of the term, normal wear and tear excepted. The LESSEE is solely responsible for any Improvements , other than those specified herein, which are placed on the premises. LESSOR shall perform all work required in the preparation of the property or premises hereby leased for occupancy by LESSEE, said work being more particularly described in Exhibit A. LESSEE reserves the right to inspect the leased area and to require whatever adjustment to structures or improvements as LESSEE reasonably deems necessary and County Attorney Lease 3 12'' Street KW Professional Bldg. n ,J ` which are consistent with the descriptions and drawing depleted In Exhibit A. Any adjustments to the premises, Including the requests for colors of wall paint and carpeting, shall only be made in writing as follows: co -signed by (a) either the County Attorney or Chief Assistant County Attorney and (b) either the Director of Public Works or the Director of Facilities Maintenance. Notwithstanding the foregoing, LESSEE shall not have the right to request substantive changes to the improvements as described In Exhibit A If such changes alter the cost of labor or supplies and materials, or would alter the timing of the build -out. 9. No structure or Improvements of any kind shall be placed upon the land without prior approval In writing by the LESSOR, a building permit Issued by City of Key West and any other agency, federal or state, permits required by law. Any such structure or Improvements shall be constructed In a good and workmanlike manner at LESSEE's sole cost and expense. Subject to any LESSOWs lien, any structures or Improvements constructed by LESSEE shall be removed by the LESSEE at LESSEE's sole cost and expense, by midnight on the day of termination of this Agreement or extension hereof, and the land restored as nearly as practical to Its condition at the time this agreement Is executed unless the LESSOR accepts in writing delivery of the premises together with any structures or improvements constructed by LESSEE. Portable or temporary advertising signs are prohibited. 10. AllUFAAML LESSEE, at LESSEE's expense, shall maintain the Interior of the premises, and shall make all necessary repairs therein, including without limitation, maintenance and repair of Interior walls, windows, and doors. LESSEE shall provide monthly maintenance to the air conditioning units within the premises. LESSEE shall be responsible for cleaning the Interior of the premises and maintaining all light fixtures In working order. LESSOR is responsible to maintain and repair the exterior walls and roof of the building, as well as the electrical wiring, the plumbing system serving the premises, and the air conditioning water tower equipment. 11. ZffiM. LESSEE may Install a sign no larger than 2 Beet by 3 feet may be placed near one of the doors to the common hallway of the building to denote the County Attorney's Office. LESSOR shall provide a listing In the Building directory for the County Attorney's Office. LESSEE will not exhibit, Inscribe, paint, or affix any sign, advertisement, notice, or other lettering on any part of the outside of the premises or of the building of which the leasehold premises are a part, or inside the premises if visible from the outside, without first obtaining approval from the LESSOR and LESSEE further agrees to maintain such sign, lettering, etc., as may be approved, in good condition and repair at all times. 12. A. If the premises are, or any part thereof shall be damaged by fire or other casualty, LESSEE shall give immediate notice thereof to LESSOR and this lease shall continue in full force and effect except as hereinafter set forth. B. If the premises are partially damaged or rendered partially unusable by fire or other casualty Insured under the coverage obtained by the LESSOR, the damages thereto shall be repaired by LRSSOR, to the extent Insurance proceeds are available. LESSOR will make the repairs and restorations with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles, and causes beyond LESSOR's control. After any such casualty, LESSEE will cooperate with LESSOR'S restoration by removing from the Cony Attm-my Lease 4 le Street KIN Professiorni SM9. premises as promptly as possible, all of LESSEE's salvageable Inventory and moveable equipment, furniture and other property. C. (1) Total Destruction. If the premises are rendered wholly unusable, the Lease shall terminate immediately upon the date of such disaster, and no rent shall be due after such date. (2) Partial Destruction. If the premises be so damaged that the LESSOR shall decide to demolish it or rebuild It, then, in such events, LESSOR or LESSEE may elect to terminate this lease by written notice to the other given within such casualty, specifying a date for the expiration of the lease, which will not be more than 60 days after giving such notice, and upon the date specified In such notice the term of the lease will expire fully and completely as if such date were the date set forth above for the termination of this lease. In such event, LESSEE will forthwith quit, surrender and vacate the premises without prejudice however to LESSOR's rights and remedies against LESSEE under the lease provisions In effect prior to such termination, and any rent owing will be paid up to such date. D. Nothing contained hereinabove will relieve LESSEE from any liability that may exist as a result of damage from fire or other casualty. LESSEE acknowledges that LESSOR will not carry Insurance on LESSEE's Inventory and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by the LESSEE, and agrees the LESSOR will not be obliged to repair any damage thereto or replace the same. Except as expressly provided herein to the contrary, this lease shall not terminate nor shall there be any abatement of rent as a result of a fire or other casualty which Is the fault of, or caused by the LESSEE. LESSEE shall be responsible to Insure the Improvements and repairs which LESSEE provides to the premises. 13. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an event of default hereunder: A. Discontinuance by LESSEE of the conduct of its business In the premises, for a period of thirty days or longer. B. The filing of a petition by or against LESSEE 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 LESSEE for the benefit of creditors; or the taking possession of the property of LESSEE by any governmental officer, court appointed receiver or agency pursuant to statutory authority for the dissolution or liquidation of LESSEE. C. Failure of LESSEE to pay when due any installment of rent hereunder or any other sum herein required to be paid by LESSEE. D. Abandonment or desertion of the premises or permitting the same to be empty and unoccupied, for any consecutive period of thirty days or longer. E. LESSEE's failure to perform any non -monetary covenant or condition of this lease within ten (10) days after written notice and demand. F. LESSOR'S failure to comply with any of the terms herein. County Attorney Lem 3 12s' Street KW Professional Bldg. 14. MIGHTS OF LESSOR UPON DEFAULT By LESSEE. If the LESSEE is In default as defined In subparagraphs A to D Inclusive of Paragraph 13 and if the same Is not cured by the LESSEE within five (5) days after written notice to the LESSEE or If the LESSEE Is in default pursuant to the provisions of subparagraph E of Section 13, the LESSOR, in addition to all rights and remedies granted under the laws of the State of Florida shall have any or all of the following rights: A. To re-enter and remove all persons and property from the premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of LESSEE, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for loss or damage which may be occasioned thereby; and/or B. To terminate the lease and rye -let the premises for account of the LESSOR or within the sole discretion of LESSOR the premises may be re -let for the account of the LESSEE. C. In the event of LESSOR's termination of this lease for LESSEE's breach hereunder, in addition to any other remedy otherwise available at law or equity, LESSOR may recover from LESSEE all damages Incurred by reason of such breach, including the cost of recovering the premises. LESSOR'S breach of Its obligati � - - tiLT in the event of 15. F obligations and duties under this agreement, LESSEE shall give the LESSOR notice in writing of said breach and allow LESSOR thirty (30) working days to remedy such defect. In the event that such defect Is not cured within the requisite time, LESSEE may terminate this lease upon giving thirty days written notice to the LESSOR. In addition to any other remedy otherwise available at law or equity, LESSOR may recover from LESSEE all damages Incurred by reason of such breach, including the cost of relocating to new premises. 16. &MRHZX%,FJJfi Mil GQMA Each party shall be solely responsible for the costs of Its own attorneys fees incurred in connection with the preparation and review of this lease for execution. If any action at law or in equity shall be brought under this lease, or for or on account of any breach of, or to enforce or Interpret any of the covenants, terms, or conditions of this lease, or for the recovery of possession of the demised premises, the prevailing party shall be entitled to recover from the other party, reasonable attorneys fees and costs, the amount of which shall be fixed by the court and shall be made a part of any judgment or decree rendered. 17. INDENNIFICATiON, HOLD HARMLESS. Subject to Section 768.28, Florida Statutes, LESSEE shall indemnify and hold harmless LESSOR against and from any and all claims arising from LESSEE's use of the premises for the conduct of Its business or from any activity, wont, or other thing done, permitted or suffered by the LESSEE in or about the building, and shall further Indemnify and hold harmless LESSOR against and from any and 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, or arising from any act or negligence of the LESSEE, or any officer, agent, employee, guest, or Invitee of LESSEE, and from all and against all costs, attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon. LESSEE, as a material rt ofr r County Attorney I an 6 le Stm t KW Professional Bldg. �' the consideration to LESSOR, hereby assumes all risk of damage to property or injury to persons, In, upon or about the premises, from any cause other than LESSOR's negligence, and LESSEE hereby waives all claims In respect thereof against LESSOR. IS, yf&UEIL The failure of either the LESSOR or LESSEE 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 be construed as a waiver or relinquishment for the future of the performance of such obligations of this lease, or of the right to exercise such election, but the same shall both continue and remain In full force and effect with respect to any subsequent breach, act or omission. 19. LJ&M LESSEE further agrees that LESSEE will pay all of LESSEE's contractors, subcontractors, mechanics, laborers, materialmen and all others, and will Indemnify LESSOR against all legal costs and charges, bond premiums for release of liens, and counsel fees reasonably Incurred in the commencement or defense of any suit by the LESSOR to discharge any liens, judgments, or encumbrances against the premises caused or suffered by LESSEE. it Is understood and agreed between the parties hereto that the costs and charges above referred to shall be considered as additional rent due under this lease, payable upon demand. The LESSEE herein shall not have any authority to create any liens for labor or material on the LESSOR's Interest in the above -described property, and all persons contracting with the LESSEE for the doing of work or the furnishing of any materials on or to the premises, and all materialmen, contractors, mechanics and laborers, are hereby charged with notice that they must look to the LESSEE only to secure the payment of any bill for work done or materials fumished during the tern of this lease. 20. EFFECT OF LESSEE'S H2MNQQ OVER, Any holding over after the expiration of the term of this lease, with the consent of LESSOR, shall be construed to be a tenancy from month to month, at the same monthly rent as required for the period Immediately prior to the expiration of the lease. 21. PEACEFUL POSSESSION. So long as LESSEE pays all of the rent and charges due and performs all of LESSEE's other obligations hereunder, LESSEE shall peaceably and quietly have, hold, and enjoy the premises throughout the term of this lease, without Interference or hindrance by LESSOR. 22. 33J== In the event of termination of LESSOR's ownership of the premises by operation of law or by bona fide sale of the premises or for any other reason, then LESSOR shall be released from all liability and responsibility hereunder. In such event, LESSOR's successor, by acceptance of rent from LESSEE, shall become liable and responsible to LESSEE in respect to all such obligations of LESSOR under this lease. This lease may be assigned by the LESSOR In which case, LESSEE, upon request by LESSOR, shall Issue a letter stating that the lease Is In full force and effect and that there are no setoffs, claims, or other defenses to rent. 23. ASSI6NNENT, OR SUSUBLET BY LESSEE. LESSEE may not assign this Lease In whole or In part, nor sublet any portion of the premises, without LESSOWs prior written consent, which consent may be arbitrarily withheld. County Attorney Least 7 12* Stmat KW Professional Bldg. A. The LESSEE and signatory to this lease, and any subsequent assignees or subleasees, shall remain liable to LESSOR 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 LESSOR expressly releases said LESSEE, assignee or sublesee from liability under this lease, and such liability shall not be in any way affected or reduced by any modification of the lease between LESSOR and the occupant assignee, even if such modification Is made without the prior LESSEES' consent. B. LESSOWs 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 LESSOR to deny such consent pursuant to the provisions hereof. Furthermore, LESSEE understands and agrees that, should LESSOR approve any assignment or sublease, LESSOR 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. 24. A. LESSEE hereby subordinates its rights hereunder to the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter In force against the premises, and to all advances made or hereafter to be made upon the security thereof. This shall be self -operative and no further Instrument of subordination shall be required by any mortgagee. However, LESSEE, upon request of any party In Interest, shall execute promptly such Instrument or certificates and Irrevocably appoints LESSOR as Attorney -In -Fact for LESSEE, with full power and authority to execute and deliver, In the name of LESSEE, any such instrument or certificates. B. Estoonel Certificate. Within ten (10) days after request by LESSOR, or in the event that, In connection with any sale, assignment or hypothecation of the premises by LESSOR, an estoppel certificate shall be required from LESSEE, LESSEE agrees to deliver, In recordable form, an estoppel certificate to any proposed mortgagee, purchaser, or to LESSOR, certifying (If such be the case) that this lease Is in full force and effect and that there are no defenses or offsets thereon, or stating those claimed by LESSEE, as long as those are factual statements when made. C. AMMIMMI, In the event of a sale or assignment of LESSOR's interest in the premises, or If the premises comes Into the hands of a mortgagee, or any other person, whether because of a mortgage foreclosure, exercise of a power of sale, or other reason, LESSEE shall recognize said mortgagee or other person as the same as LESSOR hereunder. LESSEE shall execute, at LESSOR's request, any attornment agreement required by any mortgagee, or other such person containing such provisions as such mortgagee or other person requires. 25. dam. Notices In this Agreement, unless otherwise spedfled, must be sent by certified mail to the following: LESSOR: MUhlM=99-* 12th Street, Ltd. County Attorney 782 NW Lejeune Rd. PO Box 1026 Suite 638 Key West, FL 33041-1026 County Attorney U4ft 8 121h Street KW Professional Bldg. Miami, Fl 33126 And County Administrator 1100 Simonton Street Key West, FL 33040 26. fIGN-MCIUMINATION, The LESSEE for itself, Its personal representatives, successors In Interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of race, color, or national origin shall be excluded from participation In, denied the benefits of, or be otherwise subjected to discrimination In the use of premises or In the contracting for Improvements to the premises. 27. 90MMING LAWS/VENUE/WAIVER OF JURY TRIAL. This Agreement Is governed by the laws of the State of Florida and the United States. Venue for any dispute arising under this Agreement must be In Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. LESSOR and LESSEE hereby knowingly, voluntarily and intentionally waive the right to a trial by jury In respect to any litigation based hereon, or arising out of, under or In connection with this lease, this waiver being a material Inducement for LESSEE to enter into the lease 28. ZJJG9HJJUVJHM Any item, condition or obligation of this Agreement that is In conflict with the Items listed In this paragraph Is superseded to the extent of the conflict. 29. EQNSTRUCTION. This Agreement has been carefully reviewed by the LESSOR and the LESSEE. Therefore, this Agreement Is not to be construed against any party on the basis of authorship. 30. EWJJJJjRJBfi=RM1 This Agreement Is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. IN WITNESS WHEREOF, each party has cau s mart W be executed by its duly authorized representative. (SEAL) 12 STREET LTD. ATTEST: r- 8y ER '`�` fir• —� - Title ATTE Y KOUTAGE, CLERK uty Clerk County Attorney 12* Street KW Professional Bldg. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By 9 MONROE COUNTY ATTORNEY Mayor/Chalmnan A ED AS F R N A. UTTON Dale � ��Gd COUN��FjN 7 EXHIBIT A The attached drawing depicts the general nature of the build -out, which shall include all work necessary to provide an office suite ready to move in, and specifically Includes: finishing doorways with wood frames, installing doors to offices (County to supply locking handles), installing drywall to create the additional 3 office spaces and bathrooms denoted on the attached drawing, completing air-conditioning ductwork, running channels for the County to install computer and phone connection lines, Installation of standard lighting, two bathrooms of which at least one shall be ADA compliant, a kitchen floor cabinet with sink, plumbing as necessary for the bathrooms and kitchen sink, installation of carpeting, and painting of walls. County shall be responsible for Its technology lines and bookcases. County Attorney Lenz 10 le Strat KW Profe0oml 8W BOARD OF COUNTY COMMISSIONERS, AGENDA ITEM SUMMARY Meeting Date: A& 19, 2007 - KW Bulk Item: Yes No - X,-- Staff Contact Pelson: Susanne A Button AGENDA rrZM WORDING: Approval of lease to relocate County 's Office to the Key West Professional Building on le Street. rrEM BACKGROUND: Staff has been momtoriog the integrity of the deteriorating builifin presently housing the County Attorney's Office staff for several years. Recent reports, including a report issued June 28, 2007, by an independent engineer contracted to advise on demolition or renovation of the budding, indicate the integrity of the ceding is rapidly deteriorating creating a hazardous work environment and jeopardizing the safeety and welfare of County Attorney 94 the public and other County staff who must interact with them. Staff ban sought out and Asked available locations, anticipating the report to indicate a safety hazard, to find suitaWe office space to relocate the Comity Attorney's Office until a permanent location can be provided by the County. A study of the capital plan indicates it would be a minimum of three years before the Aimax Budding could be renovated for use. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOYA[MENDATIONS: Approval. TOTALCOST: TBD Approx. $110.000ye�a BUDGETED: Yes_ No A REVENUE PRODUCING: Yes — No . 3L AMOUNT PER MONTH Year APPRO BY: County Atty W O lasii RiskMianagizient DOCUMENTATION: Included X_ Not Required DISPOSITION: AGENDA ITEM 0 Revised 1fiS •r.• 1 —-,-' J. • 41,12 ' 1 •.• ; aNr "I.I..1r.' a�u..rw�y Laau�.0 Lbrector of Facilities Development :.._ - - . 1100 Simonton Street, RM 2-216 :rrrwit .:'. _ flE. z, Key Weer, Florida 33040 @ � BE: Jetftraon K Brown BuDdlIng (JBB) Dcar Mr. Damctt: L, tber�oQd Please find enclosed ten (10) copies of the JBB analysis. We have spent a lot s r rff iumoalatm, .Lne. r.f tis..a ova - 11iwe H.e ef... ftwMI onr.l•ifoM•....1 .1—+ wwl U %I A I . ■•1•.w•i•.ws and the general conditions of the buildinne. We have made a concerted effort to not complicate the analysis so that our recommendations are easily understood. To :deal, wr: rm:ummmul thlrl ihr. 19h_4 purliure of the building he renovated; once renovated it will serve Monroe County Pr/r yt=M Its wine. The 1995 building eonerete abucture is visually failing and continuea to fail. Failure is me from the oenorPop not having proper coverage and from water intmaion over a period of time. We found a lot of evidence whore conorote is prcparing to fall Arehit on the calling which presii -I a dangerous situation for the buddtnq �� inhabitants_ The failure of this concrete provides craelcr which allow moicture intl union In Ilre s1twl and Ihis causal the steel to corrode. lntonor Dwqnors Luuutnuaiun Managers In addition. I understand that the Historic Jail was not !nest of our uarpr. nP work, however. sine the 1965 and 1985 additions were built around the ■ Historic Jail 1 felt a settee of responsibility to give you our opinion on the Historic Jail and how it could be included/excluded. Obviously. it is up to 2027 Thaamovdjf o Read Monroe County as to when the Historic Jail portion will be dealt with. lellalmssrx. M- rida 32312 I would Him to comnturd you and ylrur%In(T Iliad dealt with and assisted us on In several visits; they mat our every r+cqueat: I would airy/ like-. It/ (hank the Cube l Admuuahntor and Judges for their help. PO. Boa 13739 'lellelraitow, FUILL 32317-3739 If additional information is needed, please call and we will do our best to provide the information to you. Sincerely. (860) 3B5-6153 1im (WW 38643420 N RUT & ANFIO IA 'I'&9, INC. / J P-mall- cra63.r6monr-rutheA=d.com D. Rutherford Pmsident ; TING ❑ WDR:larr, _ via. 1C'1� H — _.. CC: riles r...4dL—._ 0 Enclosure: Tcn (10) JBB Analysis 0:11400 Mscellaseous Proponk - 6-26-02MAKey WM Jeffaxon B. Brown Courtin use" War J.Bwnctt.D tr.6.28.7.doc Structural Opinion Orisnnal Buildine (1965 BaildinP-1 This building appears to be in good condition. We did not observe any conditions that cause concern over the struchual integrity of this building. Therefore, our opinion is that this building is in a condition that should continue to perform satisfactorily for some time. 1985 Buildine Addition This building has significant structural issues. Water intrusion over the years has caused significant corrosion of the steel reinforcing inside the walls and roof slab. This corrosion has in -turn caused the concrete to spall off the walls and floors, thus exposing the corroded rebar. The amount of corrosion is severe at the third floor level. Numerous areas are visible where the concrete has spalled off the walls and/or roof slab. Upon closer examination we discovered numerous other areas at the roof slab where the conoding reinforcing has cracked the concrete, but the concrete has not yet spalled off. Upon visual observation of the building, it is obvious the third floor has experienced significant damage due to water intrusion. The extent of the damage throughout the remainder of the building is unclear. In fact, there may be areas of the building that have significant reinforcing corrosion, but the corrosion has not yet caused the concrete to spall. In a case such as this, it is virtually impossible to determine the exact extent of the corrosion damage. Additionally, this building is framed with loadbearing interior walls throughout the space. This type of construction, while being sound structurally, makes interior renovations much more expensive, due to the amount of work to structural elements that is typically required. Due to the issues stated above, it is our opinion this building should be demolished and a new structure constructed in its place. A more complete discussion of options for new construction are presented in Section VI. do ,4 wo ra ps 40 .tla N jj iz a U Ab a �¢il L►i;� ,n •frlu-' 'y k lu vQ,a lain rA I u ix x x x fx x x �x x!x1x �r 1 C a �o xlKx;xix File 'I0"'5 ,,(161'tion 1s 111 very 1'O0, cor litson Vith respect to k1e trical. 111ecitaltical. t)iun-lbin" and worst of ull 1.he ;.un4;rctc skim, tip; beams and parapct structure. [t Wvuld not be cfficknt or practical in our opinion to renovate or repair because there .s not a %vay to determine the extent of the concrete Structural damage. We rccAnnmend the demolition of the 1985 additions and reconstruction with several options to consider (see page XXXXX) With the reconstruction we can tie the 1965 and 1985 portions together. The renovated 1965 and the new portion could present a building that is architecturally compatible and has the appearance of a consolidated Monroe County Courthouse. We would propose that we provide the furnishing design in the building if the County is interested, however, we realize that purchases like this come towards the end and it may be that inventorying the furniture, fixtures and equipment that you have and determining what you need will determine the amount of furnishings that are applicable to the renovated and new addition. Architecturally, it is our desire to design and construct a facility that is both aesthetically pleasing and acceptable in Key West on behalf of Monroe County Commission and citizens. A very important aspect of the 1965 building is that all communications for Key West are housed on the tower on top of the building (telephone, 911, Sheriff, Fire, Rescue, etc.). Since the 1965 building is recommended for renovation and not demolition this results in major savings to the project. We will need to be very sensitive and cognizant of the structural integrity of the tower and its support system both during demolition, renovation and reconstruction, GENERAL OPINION The 1965 addition can and should he renovated and used for years to come. 1'he structure is in good condition and eery stable. The a 98S port,on .hould be dcmoliched bs°:wuse the ,tru, ture has and contini:es to Fail. rebuild the 1985 portion with consideration given to all floors being office space and/or grade level parking. 17he possibility of using the second level as a document storage facility could be considered. The Historic Jail is also a good document storage area. if document storage on the second level is decided upon rebuild the second level back with a 10'- 8" floor to ceiling height if not build it back at 12'-8" for normal office space. If it is built back as office occupancy the second level floors (1965A985) will not match, 'This does not present a huge problem with honzontal connection because elevators can stop at any elevation. It does not work to demolish part of the 1985 building and retain d portion because ol'the failed structure and the previous jail being in the middle (2"d floor) of the existing facility. The third level is in a total state of disrepair because of spalling concrete from water intrusion and inappropriate concrete coverage on the steel that is shown in numerous photographs. This only leaves the ground floor which is very inefficient because of sallyport doors and other }ail related spaces. In addition the structural systems does not provide for efficient cost renovation into office space. The second level Jail plumbing leaked for several years and caused major damage to the first floor. If the first floor structure was retained it would force the floors above to be built back in their c-urrent configuration structurally it is more cost effective to change the structure to a more efficiency structure system and rebuild totally. In addition the Historic Jail offers eery valuable space as Building Maintenance or chmatized document storage space. v I-t C3 h p d. a 5 2 A -A -A pl, 1 The thilowing photographs represent random ,4iots ttkea through the ceiling pro.:d d by lta1110ving the ceiling tiles. Please note that the steel is in the bottom of the slab which is the tension �tcel. 'this is ,� cry critical to the structural stability of the slab. Also note that "arrom" are drawn pointing to areas such as beam to slab steel which is ely cnu�al to the srtbdity ut °she,tr-ui:ture. There are several areas that we observed visually and by "tapping" that are "hollow sounding" which means they are ready to Call through the ceiling. Several of these could ha\-e easily been pried loose. our opinion is that they will "turn loose" and fall within the next sixty to ninety (60 90) days �� O El This Agreement is made and entered THIS le day of July, 2007, by 12TH STREET, LTD. (LESSOR), a profit corporation incorporated in the State of Florida, whose address is 782 NW Lejeune Rd., Suite 638, Miami, FL 33126, and the BOARD of COUNTY COMMISSIONERS for MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, ("COUNTY" or "LESSEE'). WHEREAS, LESSOR owns an office building situated at 1111 12th Street, Suite 408, Key West, Florida 33040; and WHEREAS, the County Attorney's office has been located In a County building which has been deemed by an independent engineering company to be unsafe for continued occupancy; and WHEREAS, the COUNTY requires office space for the County Attorney's Office; now therefore IN CONSIDERATION OF THE MUTUAL PROMISES AND CONSIDERATION CONTAINED HEREIN, THE PARTIES AGREE: 1. LESSOR leases exclusively to the COUNTY the Suite 408 of the e buiiding known as the Key West Professional Building located at 1111 12`" Street, Key West, Fl. 33040, as more particularly shown on Exhibit A, hereafter the "premises," containing 4,400 square feet. Exhibit A is attached and made a part of this Agreement. 2. TERM. The initial term of this Agreement is four years and twelve days running from August 20, 2007, through August 31, 2011, unless earlier terminated as provided in sections 3, of this agreement. Should the premises become available for the County Attorney's office to be moved in at any date other than August 20, 2007, the rental amount will be adjusted on a pro rata basis to reflect the changed date of availability, and the natural termination date shall remain August 31, 2011. Either party may request an extension of term no later than June 1, 2011, for a one-year extension, by giving written notice to the other party. Thereafter one-year extensions may be requested in the same manner and by mutual agreement of the parties, provided LESSEE is not in default. 3. A. The premises shall be used solely for the operation of the County Attorney's office. If the premises are used for any other purpose, the LESSOR shall have the option of immediately terminating this Agreement. LESSEE shall not permit any use of the premises in any manner that would obstruct or interfere with any of the LESSOR's duties as an owner and LESSOR to maintain the building. B. The LESSEE will further use and occupy said premises in a careful and proper manner, and not commit any waste thereon. LESSEE will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the premises. Any activities in any way involving hazardous materials or substances of any kind whatsoever, either as those terms may be defined under any state or federal laws or regulations or as those terms are understood in common usage, are specificaily prohibited. The LESSEE will not use or occupy said premises for any unlawful purpose and will, at LESSEE's sole cost and expense, County Attorney Lmn 1 12* street KW Professional Bldg. conform to and obey any present or future ordinance and/or rules, regulations, requirements and orders of governmental authorities or agencies respecting the use and occupation of said premises. C. LESSEE, its employees and invitees shall have the non-exclusive right to use the common areas of the building, such as stairways, elevator, corridors, and parking, and will abide by such reasonable rules as LESSOR may from Impose regarding such use. LESSOR has the right to close off common areas from time to time for repairs and maintenance and other reasonable purposes. 4. RENT, A. For the use of the premises, the LESSEE must pay the LESSOR the sum of $118,800 per year, due in monthly Installments payable In arrears upon receipt of a proper invoice pursuant to the Florida Prompt Payment Act, Sections 218.70, Florida Statutes, et. seq. Rent payments should be sent to: 12th Street, LTD. PO BOX 414586 Miami Beach, FL 33141-4586 B. On the 1st day of September, 2008, and annually thereafter, there shall be an adjustment to the base rent which shall be derived by taking the preceding year's rent and Increasing the same by four percent (4%) or the percentage change of the Consumer Price Index for the preceding twelve (12) months, whichever is higher. "Index" shall mean the "Consumer Price Index for Urban Wage earners and Clericai Workers, U.S. City Average, all Items (1967=100)" issued by the Bureau of Labor Statistics of the United States Department of Labor. In the event the Index shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the Percentage Increases (defined above) shall be made with the use of such conversion factor, formula, or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice Hall, Inc., or, failing such publication, by any other nationally recognized publisher of similar statistical 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 LESSOR shall determine. C. For any partial month within the term hereof said rent shall be payable on a prorated basis. Ail rents shall be paid when due and interest for late payments shall be as set by the Prompt Payment Act. D. In the event that funds cannot be obtained or cannot be continued at a level sufficient to pay the lease price or the County Attorney's Office acquires adequate office space in a County -owned or State-owned building, this lease may be terminated by the LESSEE providing to LESSOR at least six months prior written notice of the termination. Payment under a multiple year agreement is contingent upon annual appropriation by the Board of County Commissioners. E. The cost of build -out required in section 8 below shall be included in the rental amount set forth in 4.A, above. County Attorrmy Lmae 2 12* Strut KW Professional Bldg. F. Computations of those common areas and operating expenses normally passed through to tenants have been applied to the premises and included in the annual rent of $118,800. Should the common area and operating expenses demonstrably increase more than 4% in any year, County shall not withhold approval of any reasonable amendment to address economic changes. S. TAXES. The LESSEE is exempt from all taxes, including any sales or use tax, levied by any government agency. 6. IMLMML The LESSOR shall pay all charges for, water, solid waste, and sewerage, and the LESSEE shall pay for all electrical services used at the Premises during the lease term. 7. 059UNGIL A. LESSOR shall obtain and keep in force, Insurance coverage insuring against any loss or damage to the premises caused by fire, windstorm, flood, or other such hazards, as well as a policy of comprehensive public liability insurance Insuring LESSOR and LESSEE 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, for any defects, acts or omissions other than those caused solely by LESSOR, its officers, employees and agents. B. LESSEE is self -insured and carries excess liability coverage, and Is subject to limited immunity from claims under Section 768.28, F.S. It shall be the exclusive obligation of LESSEE to insure any and all contents of the leasehold premises and it is hereby agreed that the LESSOR shad have no liabiiity for loss or damage to the same from any cause whatsoever. The LESSEE must keep in full force and effect the required insurance during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this lease are canceled, terminated or reduced in coverage, then the LESSEE must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be flied with the COUNTY whenever acquired or amended. S. CONDITION OF PREMISES. LESSOR and LESSEE agree that LESSOR shall, upon approval by the County Commission of this agreement, prepare the premises for occupancy by finishing the premises with the following: additional walls as indicated on Exhibit A, framing and doors as indicated on Exhibit A, an ADA compliant bathroom, a kitchen sink and cabinet, painting of walls in colors selected by LESSEE, carpeting in color selected by LESSEE, mini -blinds on exterior windows, switch and outlet plates, and ceiling tiles. The LESSEE must keep the premises in good order and condition. The LESSEE must promptly repair damage to the premises. At the end of the term of this Agreement, the LESSEE must surrender the premises to the LESSOR In the same good order and condition as the premises were on the commencement of the term, normal wear and tear excepted. The LESSEE is solely responsible for any improvements , other than those specified herein, which are placed on the premises. LESSOR shall perform all work required in the preparation of the property or premises hereby leased for occupancy by LESSEE, said work being more particularly described in Exhibit A. LESSEE reserves the right to inspect the leased area and to require whatever adjustment to structures or Improvements as LESSEE reasonably deems necessary and County Attorney Lease 3 12!* Street KW Professional Bldg. which are consistent with the descriptions and drawing depicted in Exhibit A. Any adjustments to the premises, including the requests for colors of wall paint and carpeting, shall only be made in writing as follows: co -signed by (a) either the County Attorney or Chief Assistant County Attorney and (b) either the Director of Public Works or the Director of Facilities Maintenance. Notwithstanding the foregoing, LESSEE shall not have the right to request substantive changes to the improvements as described in Exhibit A if such changes after the cost of labor or supplies and materials, or would alter the timing of the build -out. 9. IMPROVEMENTS. No structure or improvements of any kind shall be placed upon the land without prior approval in writing by the LESSOR, a building permit Issued by City of Key West and any other agency, federal or state, permits required by law. Any such structure or improvements shall be constructed in a good and workmanlike manner at LESSEE's sole cost and expense. Subject to any LESSOR's lien, any structures or improvements constructed by LESSEE shall be removed by the LESSEE at LESSEE's sole cost and expense, by midnight on the day of termination of this Agreement or extension hereof, and the land restored as nearly as practical to its condition at the time this agreement is executed unless the LESSOR accepts in writing delivery of the premises together with any structures or improvements constructed by LESSEE. Portable or temporary advertising signs are prohibited. 10. HMMUNARM LESSEE, at LESSEE's expense, shall maintain the interior of the premises, and shall make all necessary repairs therein, Including without limitation, maintenance and repair of interior walls, windows, and doors. LESSEE shall provide monthly maintenance to the air conditioning units within the premises. LESSEE shall be responsible for cleaning the interior of the premises and maintaining all light fixtures in working order. LESSOR is responsible to maintain and repair the exterior walls and roof of the building, as well as the electrical wiring, the plumbing system serving the premises, and the air conditioning water tower equipment. 11. JIM. LESSEE may install a sign no larger than 2 feet by 3 feet may be placed near one of the doors to the common hallway of the building to denote the County Attorney's Office. LESSOR shall provide a listing in the Building directory for the County Attorney's Office. LESSEE will not exhibit, inscribe, paint, or affix any sign, advertisement, notice, or other lettering on any part of the outside of the premises or of the building of which the leasehold premises are a part, or inside the premises if visible from the outside, without first obtaining approval from the LESSOR and LESSEE further agrees to maintain such sign, lettering, etc., as may be approved, in good condition and repair at all times. 12. DE5JJWMgH ga ® IE, A. If the premises are, or any part thereof shall be damaged by fire or other casualty, LESSEE shall give immediate notice thereof to LESSOR and this lease shall continue In full force and effect except as hereinafter set forth. B. If the premises are partially damaged or rendered partially unusable by fire or other casualty insured under the coverage obtained by the LESSOR, the damages thereto shall be repaired by LRSSOR, to the extent insurance proceeds are available. LESSOR will make the repairs and restorations with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles, and causes beyond LESSOR's control. After any such casualty, LESSEE will cooperate with LESSOR's restoration by removing from the County Attorney Lease 4 12* Street KW Profeniono181dg. premises as promptly as possible, all of LESSEE's salvageable inventory and moveable equipment, furniture and other property. C. (1) Total Destruction. If the premises are rendered wholly unusable, the Lease shall terminate Immediately upon the date of such disaster, and no rent shall be due after such date. (2) Partial Destruction. If the premises be so damaged that the LESSOR shall decide to demolish it or rebuild it, then, in such events, LESSOR or LESSEE may elect to terminate this lease by written notice to the other given within such casualty, specifying a date for the expiration of the lease, which will not be more than 60 days after giving such notice, and upon the date specified in such notice the term of the lease will expire fully and completely as if such date were the date set forth above for the termination of this lease. In such event, LESSEE will forthwith quit, surrender and vacate the premises without prejudice however to LESSOR's rights and remedies against LESSEE under the lease provisions in effect prior to such termination, and any rent owing will be paid up to such date. D. Nothing contained hereinabove will relieve LESSEE from any liability that may exist as a result of damage from fire or other casualty. LESSEE acknowledges that LESSOR will not carry insurance on LESSEE's inventory and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by the LESSEE, and agrees the LESSOR will not be obliged to repair any damage thereto or replace the same. Except as expressly provided herein to the contrary, this lease shall not terminate nor shall there be any abatement of rent as a result of a fire or other casualty which is the fault of, or caused by the LESSEE. LESSEE shall be responsible to insure the improvements and repairs which LESSEE provides to the premises. 13. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an event of default hereunder: A. Discontinuance by LESSEE of the conduct of its business in the premises, for a period of thirty days or longer. B. The filing of a petition by or against LESSEE 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 LESSEE for the benefit of creditors; or the taking possession of the property of LESSEE by any governmental officer, court appointed receiver or agency pursuant to statutory authority for the dissolution or liquidation of LESSEE. C. Failure of LESSEE to pay when due any installment of rent hereunder or any other sum herein required to be paid by LESSEE. D. Abandonment or desertion of the premises or permitting the same to be empty and unoccupied, for any consecutive period of thirty days or longer. E. LESSEE's failure to perform any non -monetary covenant or condition of this lease within ten (10) days after written notice and demand. F. LESSOR'S failure to comply with any of the terms herein. Comity Attorney Lame g le Street KW Profenional Bldg. 14. If the LESSEE Is in default as defined in subparagraphs A to D inclusive of Paragraph 13 and if the same is not cured by the LESSEE within five (5) days after written notice to the LESSEE or if the LESSEE is in default pursuant to the provisions of sub -paragraph E of Section 13, the LESSOR, in addition to all rights and remedies granted under the laws of the State of Florida shall have any or all of the following rights: A. To re-enter and remove all persons and property from the premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of LESSEE, ail without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for loss or damage which may be occasioned thereby; and/or B. To terminate the lease and re -let the premises for account of the LESSOR or within the sole discretion of LESSOR the premises may be re -let for the account of the LESSEE. C. In the event of LESSOR's termination of this lease for LESSEE's breach hereunder, in addition to any other remedy otherwise available at law or equity, LESSOR may recover from LESSEE all damages incurred by reason of such breach, including the cost of recovering the premises. 15. UMM 9E LMMM LIP919 QKEAUU M UMM In the event of LESSOR's breach of Its obligations and duties under this agreement, LESSEE shall give the LESSOR notice In writing of said breach and allow LESSOR thirty (30) working days to remedy such defect. In the event that such defect is not cured within the requisite time, LESSEE may terminate this lease upon giving thirty days written notice to the LESSOR. In addition to any other remedy otherwise available at law or equity, LESSOR may recover from LESSEE ail damages incurred by reason of such breach, including the cost of relocating to new premises. 16. &USIRMM Elffi MML CQM Each party shall be solely responsible for the costs of its own attorney's fees incurred in connection with the preparation and review of this lease for execution. If any action at law or in equity shall be brought under this lease, or for or on account of any breach of, or to enforce or interpret any of the covenants, terms, or conditions of this lease, or for the recovery of possession of the demised premises, the prevailing party shall be entitled to recover from the other party, reasonable attorneys fees and costs, the amount of which shall be fixed by the court and shall be made a part of any judgment or decree rendered. 17. Subject to Section 768.28, Florida Statutes, LESSEE shall Indemnify and hold harmless LESSOR against and from any and all claims arising from LESSEE's use of the premises for the conduct of Its business or from any activity, work, or other thing done, permitted or suffered by the LESSEE In or about the building, and shall further indemnify and hold harmless LESSOR against and from any and 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, or arising from any act or negligence of the LESSEE, or any officer, agent, employee, guest, or invitee of LESSEE, and from all and against all costs, attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon. LESSEE, as a material part of Cowty Attarrwy Lease 6 le Street KW Professiorml Bldg. the consideration to LESSOR, hereby assumes all risk of damage to property or injury to persons, in, upon or about the premises, from any cause other than LESSOR's negligence, and LESSEE hereby waives all claims in respect thereof against LESSOR. 18. The failure of either the LESSOR or LESSEE 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 be construed as a waiver or relinquishment for the future of the performance of such obligations of this lease, or of the right to exercise such election, but the same shall both continue and remain in full force and effect with respect to any subsequent breach, act or omission. 19. LVJM LESSEE further agrees that LESSEE will pay all of LESSEE's contractors, subcontractors, mechanics, laborers, materialmen and all others, and will indemnify LESSOR against all legal costs and charges, bond premiums for release of liens, and counsel fees reasonably incurred in the commencement or defense of any suit by the LESSOR to discharge any liens, judgments, or encumbrances against the premises caused or suffered by LESSEE. It is understood and agreed between the parties hereto that the costs and charges above referred to shall be considered as additional rent due under this lease, payable upon demand. The LESSEE herein shall not have any authority to create any liens for labor or material on the LESSOWs interest in the above -described property, and all persons contracting with the LESSEE for the doing of work or the furnishing of any materials on or to the premises, and all materiaimen, contractors, mechanics and laborers, are hereby charged with notice that they must look to the LESSEE only to secure the payment of any bill for work done or materials famished during the term of this lease. 20. EFFECT OF LESSEES HOLDING OVER, Any holding over after the expiration of the term of this lease, with the consent of LESSOR, shall be construed to be a tenancy from month to month, at the same monthly rent as required for the period immediately prior to the expiration of the lease. 21. PEACEFUL POSSESSION. So long as LESSEE pays ail of the rent and charges due and performs all of LESSEE's other obligations hereunder, LESSEE shall peaceably and quietly have, hold, and enjoy the premises throughout the term of this lease, without interference or hindrance by LESSOR. 22. MANNEIR IX LISAM In the event of termination of LESSOR's ownership of the premises by operation of law or by bona fide sale of the premises or for any other reason, then LESSOR shall be released from all liability and responsibility hereunder. In such event, LESSOR's successor, by acceptance of rent from LESSEE, shall become liable and responsible to LESSEE in respect to all such obligations of LESSOR under this lease. This lease may be assigned by the LESSOR in which case, LESSEE, upon request by LESSOR, shall issue a letter stating that the lease is in full force and effect and that there are no setoffs, claims, or other defenses to rent. 23• &SUffMAKE QKMUMLIM ZM LEM LESSEE may not assign this Lease in whole or in part, nor sublet any portion of the premises, without LESSOR's prior written consent, which consent may be arbitrarily withheld. County Attorney Lease le Street KW Professional Bldg. A. The LESSEE and signatory to this lease, and any subsequent assignees or subleasees, shall remain liable to LESSOR 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 LESSOR expressly releases said LESSEE, assignee or sublesee from liability under this lease, and such liability shall not be In any way affected or reduced by any modification of the lease between LESSOR and the occupant assignee, even if such modification Is made without the prior LESSEEs' consent. B. LESSOR'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 LESSOR to deny such consent pursuant to the provisions hereof. Furthermore, LESSEE understands and agrees that, should LESSOR approve any assignment or sublease, LESSOR 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. 24. SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT, A. LESSEE hereby subordinates its rights hereunder to the lien of any mortgage or mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the premises, and to all advances made or hereafter to be made upon the security thereof. This shall be self -operative and no further instrument of subordination shall be required by any mortgagee. However, LESSEE, upon request of any party in interest, shall execute promptly such instrument or certificates and Irrevocably appoints LESSOR as Attorney -in -Fact for LESSEE, with full power and authority to execute and deliver, in the name of LESSEE, any such instrument or certificates. B. Estonnel Certificate. Within ten (10) days after request by LESSOR, or in the event that, in connection with any sale, assignment or hypothecation of the premises by LESSOR, an estoppel certificate shall be required from LESSEE, LESSEE agrees to deliver, in recordable form, an estoppel certificate to any proposed mortgagee, purchaser, or to LESSOR, certifying (if such be the case) that this lease is in full force and effect and that there are no defenses or offsets thereon, or stating those claimed by LESSEE, as long as those are factual statements when made. C. Attornment. In the event of a sale or assignment of LESSOR's interest in the premises, or if the premises comes into the hands of a mortgagee, or any other person, whether because of a mortgage foreclosure, exercise of a power of sale, or other reason, LESSEE shall recognize said mortgagee or other person as the same as LESSOR hereunder. LESSEE shall execute, at LESSOR's request, any attornment agreement required by any mortgagee, or other such person containing such provisions as such mortgagee or other person requires. 25. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: LESSOR: MURM ESS E ii Lki 12th Street, Ltd. County Attorney 782 NW Lejeune Rd. PO Box 1026 Suite 638 Key West, FL 33041-1026 Cowrty Attorney Lease a 12* Street KW Professiorbl Bldg. Miami, FI 33126 And County Administrator 1100 Simonton Street Key West, FL 33040 26. The LESSEE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of premises or in the contracting for improvements to the premises. 27. This Agreement is governed by the laws of the State of Florida and the United States. Venue for any dispute arising under this Agreement must be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. LESSOR and LESSEE hereby knowingly, voluntarily and intentionally waive the right to a trial by jury In respect to any litigation based hereon, or arising out of, under or in connection with this lease, this waiver being a material inducement for LESSEE to enter into the lease 28. NN lei Any item, condition or obligation of this Agreement that is in conflict with the Items listed in this paragraph is superseded to the extent of the conflict. 29. CONSTRUCTION. This Agreement has been carefully reviewed by the LESSOR and the LESSEE. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 30. FULL UNDERSTANDING. This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. (SEAL) 12t' STREET LTD. ATTEST: By By Title Tide (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By Deputy Clerk County Attor y 12* Strut KW Professional Bldg. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By MONROE COUNTY ATTORNEY Mayor/Chairman g AR OVED AS SUZA I E HUTTON Dab CD EXHIBIT A The attached drawing depicts the general nature of the build -out, which shall Include all work necessary to provide an office suite ready to move in, and specifically Includes: finishing doorways with wood frames, Installing doors to offices (County to supply locking handles), Installing drywall to create the additional 3 office spaces and bathrooms denoted on the attached drawing, completing air-conditioning ductwork, running channels for the County to install computer and phone connection lines, Installation of standard lighting, two bathrooms of which at least one shall be ADA compliant, a kitchen floor cabinet with sink, plumbing as necessary for the bathrooms and kitchen sink, installation of carpeting, and painting of walls. County shall be responsible for Its technology lines and bookcases. County Attorney Lease 10 le Street KW Professional Bldg.