Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Item C20
C20 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5 Michelle Lincoln,District 2 James K.Scholl,District 3 m' David Rice,District 4 Board of County Commissioners Meeting October 18, 2023 Agenda Item Number: C20 2023-1628 BULK ITEM: Yes DEPARTMENT: Facilities Maintenance TIME APPROXIMATE: STAFF CONTACT: Willie DeSantis N/A AGENDA ITEM WORDING: Approval of a Fourth Amendment to Commercial Lease Agreement for Unit B-9 at the Big Pine Shopping Center to acknowledge the sale of the Property to Big Pine Key Owner LLC, a Florida Limited Liability Company, as the new owner and Lessor, and amend the provisions of the Lease in Paragraphs 4.6 and 27 to reflect the new addresses for notices to the Lessor and address for rental payments. The Monroe County Big Pine Library Branch operates at this location. ITEM BACKGROUND: On March 16, 2011, the County entered into a five(5)year Lease Agreement for operation of a Monroe County Library at the Big Pine Key Shopping Center in Unit B-9. In 2016, the Lease was renewed for another five (5)year term which expired on February 28, 2021. On January 20, 2021, the lease was again renewed for another five (5)year term and to acknowledge the sale of the property to UH US Big Pine Key 2019, LLC. The current term will expire on February 28, 2026. On August 17, 2022, a Third Amendment was approved to reflect a new address for purposes of giving proper notice to Lessor as the address for its property management company had changed. All other terms and conditions of the Lease remained the same. The County received a Notice dated August 30, 2023, from the Property Management Company for UH US Big Pine 2019 LLC, that the Owner and Lessor had conveyed its interest in the property commonly known as Big Pine Shopping Center to Big Pine Key Owner LLC, as Purchaser, including assignment of all of Seller's right, title, and interest in and to the Original Lease, together with any security deposits or letters of credit held thereunder. Staff seeks approval of this Fourth Amendment to Commercial Lease Agreement for Unit B-9 at the Big Pine Shopping Center to acknowledge the sale of the Property and amend Paragraphs 4.6 and 27 and 4.6 of the BASIC LEASE TERMS provision to reflect the new addresses for notices to the Landlord and for Rental Payments due. PREVIOUS RELEVANT BOCC ACTION: August 17, 2022 BOCC approved a Third Amendment to revise Paragraph 27 of the Lease to reflect the new address change for the Lessor as its Property Management Office had relocated. 954 January 20, 2021 BOCC approved Renewal Amendment#2 to renew the Lease for an additional five (5)year term under the same terms and conditions as the original Agreement and acknowledge the sale of the leasehold premises from Big Pine Key, 2013 LLC to UH US Big Pine Key 2019, LLC. March 23, 2016 BOCC approved a Commercial Lease Renewal Amendment #1 to renew the lease term for five(5)years with the term to expire on February 28, 2021. March 16, 2011 BOCC approved a Commercial Lease Agreement for operation of a Monroe County Library at the Big Pine Key Shopping Center, Unit B-9. CONTRACT/AGREEMENT CHANGES: This Fourth Amendment acknowledges the sale of the Property and amends the BASIC LEASE TERMS provision to revise Paragraphs 4.6 and 27 to reflect to reflect the new owner of the Property as Big Pine Key Owner LLC, a Florida Limited Liability Company, and the new addresses for notices to the Landlord and for Rental Payments due to the Landlord. STAFF RECOMMENDATION: Approval DOCUMENTATION: 10-18-23 Fourth Amendment-BPK Library-Big Pine Key Owner LLC (Final legal sta ped).pdf 08-17-2022-Third Amendment-Exec.pdf 01-20-2021 Renewal Amendment#2-Exec.pdf 03-23-2016 Commercial Lease Renewal Amendment#1-Exec.pdf 03-16-2011 Commercial Lease Agreement-Exec.pdf FINANCIAL IMPACT: Effective Date: October 18, 2023 Expiration Date: February 28, 2026 (current lease termination date) Total Dollar Value of Contract: N/A Total Cost to County: N/A Current Year Portion: N/A Budgeted: Yes Source of Funds: 001-62023-530440 CPI: Built in 2 % increase annually Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: N/A 955 County Match: N/A Insurance Required: Yes—Insurance provided after BOCC approval. Additional Details: This Amendment is to reflect new owner of the property and correct new Notice Addresses for the Lessor/Owner and new address for rental payments. 956 FOURTH AMENDMENT TO COMMERCIAL LEASE AGREEMENT This Fourth Amendment to Commercial Lease Agreement is made and entered into on the 18th day of October, 2023, by and between Big Pine Key Owner LLC, a Florida Limited Liability Company, authorized to do business in the State of Florida, (hereinafter "Lessor") and Monroe County Board of County Commissioners, a political subdivision of the State of Florida, (hereinafter"Lessee"or"County") for operation of the Monroe County Public Library. WHEREAS, on the 16th day of March, 2011, the parties entered into a Commercial Lease Agreement ("Original Agreement") for operation of a Monroe County Public Library at the Big Pine Shopping Center; and WHEREAS, the term of the Original Agreement ended on February 29, 2016; and WHEREAS, on March 23, 2016, the parties entered into Commercial Lease Renewal Amendment 41 and agreed to renew the term of the Original Agreement an additional five (5) years with the new term to expire on February 28, 2021; and WHEREAS, on January 20, 2021, the BOCC approved a Renewal Amendment 42 to renew the lease for an additional five (5) year term under the same terms and conditions as the Original Agreement with the new term to expire on February 28, 2026, and to acknowledge the sale of the Property by Big Pine Key,2013 LLC, and revise the Lessor's name to reflect UH US Big Pine Key 2019,LLC, as the new owner; and WHEREAS, on August 17, 2022, the BOCC approved a Third Amendment to revise Paragraph 27 to reflect a new address for purposes of giving proper notice under the Lease to the Lessor as its address had changed for its property management company; and WHEREAS, Tenant has now received a Notice from the Property Management Company, MCB Property Management LLC,that UH US Big Pine 2019 LLC, as Seller and former Lessor, has conveyed its interest in the property commonly known as Big Pine Shopping Center("Property")to Big Pine Key Owner LLC, as Purchaser, including assignment of all of Seller's right, title, and interest in and to the Original Lease, together with any security deposits or letters of credit held thereunder; and WHEREAS, the parties have found the Original Lease to be mutually beneficial; and WHEREAS, the parties would like to enter into a Fourth Amendment to Commercial Lease Agreement for Unit B-9 at the Big Pine Shopping Center to acknowledge the sale of the Property and amend the provisions of the Lease to revise Paragraphs 4.6 and 27 to reflect the new addresses for notices to the Lessor and for Rental Payments due to the Lessor; and NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. The Original Agreement, as amended, is hereby amended to reflect the new owner of the Property as Big Pine Key Owner LLC, a Florida Limited Liability Company, and thereby the current Lessor of this Property, as indicated in the Notice dated August 30, 2023, from 1 957 MCB Property Management, LLC directed to Tenant, attached hereto as Exhibit "A' and made a part hereof. 2. Paragraph 4.6 of the Original Agreement as to rental payments is hereby amended to read as follows: 4.6 Rental payments are to be made payable to Big Pine Key Owner LLC, c/o MCB Property Management, LLC, 2002 Clipper Park Road, Suite 105, Baltimore, MD 21211, Attn: Accounting. 3. Paragraph 27, Notices, of the Original Agreement, as amended, is hereby amended to read as follows: 27. Notices - Any notice or other communication from either party to the other pursuant to this agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: For Lessor: Big Pine Key Owner LLC c/o MCB Property Management LLC 2002 Clipper Park Road, Suite 105 Baltimore, MD 21211 Attn: Lease Administration With a copy to: Big Pine Key Owner LLC c/o MCB Property Management, LLC 2002 Clipper Park Road, Suite 105 Baltimore, MD 21211 Attn: Legal For Lessee: Facilities Contract Monitor 123 Overseas Highway, Rockland Key Key West, FL 33040 And Monroe County Attorney's Office 1111 12th St., Suite 408 Key West, FL 33040 or to such other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith. 2 958 4. Except as set forth in Paragraph 1 through 3 of this Fourth Amendment to Commercial Lease Agreement, in all other respects, the terms and conditions of the Original Agreement dated March 16, 2011, as amended, remain in full force and effect. IN WITNESS WHEREOF, each parry has caused this Fourth Amendment to Commercial Lease Agreement to be executed by its duly authorized representative. TENANT: (SEAL) MONROE COUNTY BOARD OF COUNTY ATTEST: KEVIN MADOK, CLERK COMMISSIONERS By: By: As Deputy Clerk Mayor Date: MION OUNTYAT"TORNEY'w MICE LESSOR: TO "� Big Pine Key Owner LLC, F�A�ICb�AEM � A Florida Limited Liability Company ASstST T1 IF yTN Y By: Title: Date: STATE OF: COUNTY OF: Subscribed and sworn to(or affirmed)before me,by means of❑physical presence or❑ online notarization, on (date) by (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC (SEAL) My Commission Expires: 3 959 EXHIBIT "A" Landlord Notice to Tenant 4 960 MCIB RE AL E A,r UH US Big Pine 2019 LLC c/o MCB Property Management, LLC 2002 Clipper Park Road, Suite 105 Baltimore,MD 21211 August 30, 2023 Via email, LISPS Monroe County Library Norma Kula 123 Overseas Highway Rockland Key, FL, 33040 Re:Notice of Sale of Property Dear Tenant: Please be advised that UH US Big Pine 2019 LLC, a Delaware limited liability company ("Seller'), has conveyed its interest in the property commonly known as Big Pine Shopping Center (the "Property') to Big Pine Key Owner LLC, a Florida limited liability company ("Purchaser"). The conveyance of the Property to Purchaser included an assignment of all of Seller's right, title, and interest in and to the lease between you and Seller with respect to the Property (as same may have been amended, the "Lease' together with any security deposits or letters of credit held thereunder. MCB Property Management, LLC("MCB"),will be performing financial accounting, and operating services for the Property.Please promptly send your payments of rent, additional rent, and other sums due under the Lease to the following: Payments via mail: Big Pine Key Owner LLC c/o MCB Property Management LLC 2002 Clipper Park Road, Suite 105 Baltimore, MD 21211 Attn: Accounting **PLEASE NOTE—BANK ACCOUNT INFORMATION SHOULD BE VOICE VERIFIED BY CALLING MCB HEADQUARTERS AT 410-662-0104—ASK TO SPEAK WITH AMY BROWN OR ANGELA MARTIN. ** 2002 Clipper Park Rd. I Suite 10S I Baltimore,MD 21211 www.mcbrealestate.com 961 MCIB In addition, to the extent required by the Lease,please amend all insurance policies you are required to maintain pursuant to the Lease to named Purchaser, lender and manager as an additional insured thereunder and promptly provide MCB's Lease Administrator with a current certificate evidencing such insurance policies. The additional insureds to be named are as follows: Owner: Big Pine Key Owner LLC c/o MCB Real Estate LLC 2002 Clipper Park Road, Suite 105 Baltimore,Maryland 21211 Property Manager: MCB Property Management LLC 2002 Clipper Park Road, Suite 105 Baltimore, Maryland 21211 All correspondence regarding the terms and conditions relative to the Lease (including giving notice under the Lease) should be directed to the following addresses: Notice Address: Copy to: Big Pine Key Owner LLC Big Pine Key Owner LLC c/o MCB Property Management LLC c/o MCB Property Management LLC 2002 Clipper Park Road, Suite 105 2002 Clipper Park Road, Suite 105 Baltimore,MD 21211 Baltimore,MD 21211 Attn: Lease Administration Attn: Legal **For any service, repair, or maintenance request please send an email to .:B1Rca!Estate.corn with a written description of the issue,the location, and any photos of the area or item(s)in question.** Your contacts for the Landlord are listed on Schedule I. Kindly complete and return the attached Tenant Contact Information sheet, attached as Schedule II, so that we can have appropriate contact resources for you.Please return this information to eionesL&mcbreale state.com. 2002 Clipper Park Rd. I Suite 10S I Baltimore,MD 21211 www.mcbrealestate.com 962 MCIB REAL E ;"r " Very truly yours UH US Big Pine 2019 LLC UH US Big Pine 2019 LLC, a Delaware limited liability company By: United Hampshire US Holdings, LLC, A Delaware limited liability company, Its sole member By: Name: Derek Gardella Title: Chief Investment Officer Cc: [Required Notice Parties Under the Lease] 2002 Clipper Park Rd. I Suite 10S I Baltimore,MD 21211 www.mcbrealestate.com 963 Big Pine Key Owner LLC c/o MCB Property Mgmt LLC 2002 Clipper Park Rd, Ste 105 Baltimore, MD 21211 8/30/2023 ACCOUNT NUMBER Monroe County Library INVOICE#: 047324 00000747 1 Facilities Contract Monitor 3583 S. Roosevelt Blvd Key West, FL 33040 MAKE CHECKS PAYABLE TO: Big Pine Key Owner LLC BALANCE DUE 3,771.84 Date Code Description Charges Payments Amount Due 9/1/2023 BMR Base Rent 3,337.84 0.00 3,337.84 9/1/2023 INS Insurance Reimbursement 434.00 0.00 434.00 8/30/2023 ACCOUNT NUMBER Please send this portion of the statement with your remittance. INVOICE#: 047324 00000747 1 Monroe County Library Big Pine Key Owner LLC c/o MCB Property Mgmt LLC 2002 Clipper Park Rd, Ste 105 Baltimore, MD 21211 Current 30 60 90 120 BALANCE DUE 3,771.84 0.00 0.00 0.00 0.00 3,771.84 964 GV�S COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: September 8, 2022 TO: William DeSantis, Director Facilities Maintenance Chrissv Collins Executive Administrator Alice Stervou Contract Monitor FROM: Liz Yongue, Deputy Clerk SUBJECT: August 17th BOCC Meeting The following items have been executed and added to the record: C4 1st Arnendrnent to the Shopping Center Lease with UH US Big Pine Key 2019, LLC, as landlord, to change the notice address for the landlord's property management office. This lease is for the District 2 County Commissioner's office at Unit B-2 at the Big Pine Key Shopping Center. C5 3rd Arnendrnent to Commercial Lease Agreement for a new notice address for lessor, UH US Big Pine 2019, LLC, for operation of the Monroe County Library at the Big Pine Key Shopping Center. Funding is Ad Valorem. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 965 THIRD AMENDMENT TO COMMERCIAL LEASE AGREEMENT l 7th AugustThis Third Amendment to Commercial Lease Agreement is made and entered into on the 20th day of July, 2022, by and between UH US Big Pine Key 2019, LLC, a Delaware limited liability company, (hereinafter "Lessor") and Monroe County Board of County Commissioners, a political subdivision of the State of Florida, (hereinafter"Lessee" or"BOCC") for operation of the Monroe County Public Library. WHEREAS, on the 16th day of March, 2011, the parties entered into a Commercial Lease Agreement ("Original Agreement") for operation of a Monroe County Public Library at the Big Pine Shopping Center; and WHEREAS, the term of the Original Agreement ended on February 29, 2016; and WHEREAS, on March 23, 2016, the parties entered into Commercial Lease Renewal Amendment #1 and agreed to renew the term of the Original Agreement an additional five (5) years with the new term to expire on February 28, 2021; and WHEREAS, on January 20, 2021, the BOCC approved a Renewal Amendment #2 and agreed to renew the lease for an additional five (5) year term under the same terms and conditions as the Original Agreement with the new term to expire on February 28, 2026; and WHEREAS, the leasehold premises had also been sold by Big Pine Key, 2013 LLC, and the Renewal Amendment#2 revised the Lessor's name to reflect UH US Big Pine Key 2019, LLC, as the new owner; and WHEREAS,Lessee has now received a Notice from the Lessor of an address change for the Lessor's property management office for purposes of giving proper notice under the Lease and the parties now desire to revise the Original Agreement, as amended, as to the notice provision; and WHEREAS, the parties have found the Original Agreement, as amended, to be mutually beneficial; NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. Paragraph 27, Notices, of the Original Agreement, as amended, is hereby amended to read as follows: 27. Notices -Any notice or other communication from either party to the other pursuant to this agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: For Lessor: UH US Big Pine 2019, LLC c/o MCB Real Estate, LLC 2002 Clipper Park Road, Suite 105 Baltimore, MD 21211 1 966 With a copy to: PSD Realty Associates Attn: Bertie Russo 2655 N. Ocean Dr. Suite 401 Singer Island, FL 33404 For Lessee: Facilities Contract Monitor 123 Overseas Highway, Rockland Key Key West, FL 33040 And Monroe County Attorney's Office 1111 12th St., Suite 408 Key West, FL 33040 or to such other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith. 2. Except as set forth in Paragraph one of this Third Amendment to Commercial Lease Agreement, in all other respects,the terms and conditions of the Original Agreement dated March 16, 2011, as amended, remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] 2 967 IN WITNESS WHEREOF, each party has caused this Third Amendment to be executed by its duly authorized representative. LESSEE: f ✓� �.: BOARD OF COUNTY COMMISSIONERS y � IN MADOK, CLERK OF MONROE COUNTY FLORIDA o° 5a 'F &J-01 By: Sb lM� qti Q putt' erk Mayor Davi ce Date: I I'1 `WLZ LESSOR: MONROE COUNTY ATTORNEY'S OFRCE UH US Big Pine 2019, LLC EFWVEDASTO o M A Delaware Limited Liability Company PATRICIA EAGLES ASSlSTANT NTY ATTORNEY DATA: � /�ZL(l)) By: e�, Robert T. Schmitt o >= Manager Date:7/8/22 co _. v_ I LL.i Lij V) STAVE OF: New Jersey COUNTY OF: Morris Subscribed and sworn to (or affirmed) before me, by means of❑ hysical presence or N online Ti 1Z notarization, on 7/8/2022 (date) by CO �t e m' cc''I (name of affrant). He/She is personally known to me or has produced Personally Known (type of identification)as identification. CGZ-o&~Mt f''nay NOTARY PUBLIC (SEAL) My Commission Expires: 05/14/2026 \C 01 QJ oC" Caroline L.Murray "p! notary Public of New Jersey 1—r Commission H 50160821 2 a0 My Commission Expires 05/14/2026 3 968 UNITHAM-01 MSULLIVAN ACORO"° CERTIFICATE OF LIABILITY INSURANCE DAT8/5/2 D/YYYY) 022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Alliant Insurance Services,Inc. PHONE FAX 1050 Wilshire Dr Ste 210 (A/C,No,Ext): (248) 540-3131 (A/C,No):(248)203-7528 Troy, MI 48084 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURERA:Starr Indemnity& Liability Company 38318 INSURED INSURER B:Chubb Insurance Company of New Jersey 41386 United Hampshire US Real Estate Investment Trust INSURERC:Liberty Insurance Underwriters Inc 19917 22 Maple Avenue INSURER D: Morristown,NJ 07960 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDD/YYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE j OCCUR 1000305383211 12/31/2021 12/31/2022 DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ MED EXP An one person) $ 5,000 APPROVED BY RISKMhN MANAGEMENT 2,000,000 ,r✓.„ PERSONAL&ADV INJURY $ By /�yy/�`�r��y` - 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: OATLL� GENERAL AGGREGATE $ POLICY PRO � LOC WAVBRMA__YEs_ PRODUCTS-COMP/OPAGG $ 4,000,000 JECT OTHER: POLICY AGGREGAT $ 50,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 25,000,000 EXCESS LIAB CLAIMS-MADE 78195511 12/31/2021 12/31/2022 AGGREGATE $ 25,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Excess Commercial Li 100038952803 12/31/2021 12/31/2022 $25MM xs$25MM 25,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Location:251 Key Deer Blvd,Big Pine Key,FL 33043 Named Insured:UH US Big Pine 2019 LLC CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reser969 The ACORD name and logo are registered marks of ACORD Starr Indemnity & Liability Company Dallas, TX 1-866-519-2522 ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT Policy Number: 1000305383211 Effective Date: 12/31/2021 at 12.01 A.M. Named Insured: United Hampshire US Real Estate Investment Trust This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO IS AN INSURED, is amended to include as an additional insured: Any person or organization to whom you become obligated to include as en additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: • The coverage and/or limits of this policy, or • The coverage and/or limits required by said contract or agreement. All other terms, exclusions, and conditions of this policy remain unchanged. Signed for STARR INDEMNITY & LIABILITY COMPANY ? `�-------------- t 'W d ✓ ' Steve Blakey, IPr sident � Neilherniah B. Ginsburg, General Counsel OG 184(04/12) Page 1 of 1 Copyright©C.V.Starr&Company and Starr Indemnity&Liability Company. All rights reserved. Includes copyrighted material of ISO Properties,Inc.,used with its permission. 970 Kevin Madok, CPA s'• ■ ;.� Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: January 22, 2021 TO: Alice Steryou Contract.Monitor FROM: Pamela G. Hanc c .C. ST]$TECr: January 20'°BUCC Meeting Enclosed are two duplicate originals of the following item for your liandling: C5 Commercial Lease Renewal Amendment#2 (5'year Renewal) with IT US Big Pine 2019, I.I.0 (f11/a Big Pine Key, 2013 LLC, Inc.) for operation of a.Monroe County 1.ibr-ary at die Big Pine Key Shopping Center. Funding is act valorem. Should you leave any questions please feel free to contact me at.(305) 292-3550. cc: Facilities Supervisor County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 971� 305-294-4641 305-289-6027 305-852-7145 305-852-7145 COMMERCIAL LEASE RENEWAL AMENDMENT 92 This Amendment is made and entered into on the 20th day of January, 2021,by and between UH US Big Pine Key 2019, LLC, a Florida Delaware limited liability company, (hereinafter 'Lessor") and Monroe County Board of County Commissioners, a political subdivision of the State of Florida, (hereinafter "Lessee" or "County") for operation of the Monroe County Public Library. WHEREAS, on the 16th day of March, 2011,the parties entered into a commercial lease agreement for operation of aMonroe County Public Library atthe Big Pine Shopping Center;and WHEREAS,the term of the original agreement term ended on February 29,2016; and WHEREAS, on March 23,2016 the parties entered into Commercial Lease Renewal Amendment 41 and agreed to renew the term of the original agreement an additional 5 years;and WHEREAS, the term of the Ist renewal will expire on February 28, 2021 and the Lessee has requested that the original lease be renewed once again and the Lessor has agreed to renew the lease for an additional 5 year term under the same terms and conditions as the original agreement; and WHEREAS, Lessee has been informed that the previous owner of the leasehold premises,Big Pine Key,2013 LLC,has sold the leasehold premises to UH US Big Pine Key 2019 LLC and; WHEREAS,theparties have foundthe original agreement to be mutually beneficial;now,therefore, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. Subparagraph 2.1 of the original agreement is amended to read: 2.1 The Tenn of the Lease shall be extended by the period commencing March 1,2021, and terminating February 28,2026. 2. Subparagraph 4.6 of the original agreement is amended to read: 4.6 Rental payments are to be made to UH US Big Pine Key 2019 LLC and mailed to: United Hampshire US Holdings LLC Box -200285 Pittsburgh,Pa. 15251-0285 For wire transfer; instructions are available upon request. 3. Paragraph 27 of the original agreement is amended to read: 27. Notices -Any notice of other communication from either party to the other pursuant to this agreement is sufficiently given or communicated if sent by registered mail,with proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: 972 For Lessee: UH US Big Pine 2019, LLC Attn: Robert T. Schmitt 22 Maple Ave Morristown,NJ 07960 With a copy to: PSD Realty Associates Attn: Bertie Russo "' -r' 2655 N Ocean Dr. Suite 401 C7 -� Singer Island, FL 33404 .. CD n co For Lessor: Facilities Contract Monitor 3583 S Roosevelt Blvd. Key West, Fl. 33040 And Monroe County Attorney's Office 1111 12th St., Suite 408 Key West, Fl. 33040 or to such other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith. Except as set forth in paragraph one, two and three of this Commercial Lease Renewal Amendment#2, in all other respects, the terms and conditions of the original agreement dates March 16, 2011 remain in full force and effect. TNESS WHEREOF, each party has caused this Agreement to be executed by its duly entative. LESSEE: BOARD OF COUNTY COMMISSIONERS MADOK, CLERK OF MO ,-PE44UPA Acwz�&Y D- -'\ mar ' Deputy Clerk Mayor Michelle Coldiron Date: LESSOR: UH US Big Pine 2019, LLC A Delaware Limited Liability Company 973 f Robert T. Schmitt, Executive Vice President Date: !:?!f aA�l7c STATE OF: COUNTY OF: Subscribed and sworn to or affirmed)before me,by ans of h ical pre ence or 0 online notarization, (date) by 7 (name of affiant). H he is personally known to me or has produced [type of i entification) as identification. A NOTARY PUBLIC &my BERNADETTE M.HAMM NOTARY PUBLICOF NEWJERSEY COMM.#50056768 COMMISSION EXPIRES 3115l2022 M OE COU F EY �VE17 A I'EDRC ER ASSt Al N Y date Z Z z`' 974 AMY NEAVIIIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER WNROE COUNTY,RAIN DATE: April25, 2016 TO: Kevin Wilson Director of Public Works/Engineering ATTN: Alice Steryou FROM: Cheryl Robertson Executive Aide to the Clerk of Court& Comptroller At the March 23, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item C27 Approval of a Commercial Lease Renewal Amendment with Big Pine Key, 2013 LLC, Inc. for operation of a Monroe County Library at the Big Pine Key Shopping Center. Enclosed is a duplicate original executed on behalf of Monroe County,for your handling. Should you have any questions,please feel free to contact me. CC: County Attorney Finance File ✓ 500 Whitehead Street Suite 101,PO Box 1980,Key West FL 33040 Phone:305-295-3130 Fax.305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 975 it f 14 COMMERCIAL LEASE RENEWAL AMENDMENT#1 (YlO�rch This Amendment is made and entered into on the 23`d day of-Ftbmary, 2016, by and between Big Pine Key,2013 LLC, a Florida limited liability company,(hereinafter"Lessor")and Monroe County Board of County Commissioners,a political subdivision of the State of Florida,(hereinafter"Lessee"or"County") for operation of the Monroe County Public Library. WHEREAS,on the 16th day of March,2011,the parties entered into a commercial lease agreement for operation of a Monroe County Public Library at the Big Pine Shopping Center; and WHEREAS, the term of the original agreement term ends on February 29, 2016; and WHEREAS, Lessee has requested that the original lease be renewed and the Lessor has agreed to renew the lease for an additional 5 year term under the same terms and conditions as the original agreement; and WHEREAS,the parties have found the original agreement to be mutually beneficial;now,therefore, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. Subparagraph 2.1 of the original agreement is amended to read: 2.1 Lease to commence March 1, 2016 2. Subparagraph 4.6 of the original agreement is amended to read: 4.6 Rental payments are to be made to Big Pine Key, 2013 LLC and mailed to: Big Pine Key 2013 LLC P.O. Box 62505 Baltimore, MD 21264-2505 For wire transfer; instructions are available upon request. 3. The first paragraph of Subparagraph 4.1 will be replaced with the following: 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. Starting March 1,2016 the total monthly rent will be $2,905.79 and will increase by 2%every March lst, starting March 1, 2017. 976 Except as set forth in paragraph one, two and three of this Commercial Lease Renewal Agreement, in all other respects, the terms and conditions of the original agreement remain in full force and effect. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. LESSEE: (SEAL) BOARD OF COUNTY COMMISSIONERS A Y HEAVILIN, CLERK OF MONROE COUNTY, FLORIDA g Srll'l �,, r• May r He r Carruthers Date: �/�3�� p. r= LESSOR: �, v CD BIG PINE KEY 2013, LLC By: HUH BPK 2013,LLC Its Managing Member WITNESSES: By: HUH US Real Estate Income n REIT, Inc., Its sole member Robert T. Schmitt, 17_4 AA Executive Vice President Date: V L nn 5 977 DANNY 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 978 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 1 979 CONMIERCIAL LEASE AGREEMENT This Lease is made this 16m 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 first 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 2 980 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. 3 981 t 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 Specified 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. 4 982 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. 5 983 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. 6 984 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 Rights 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, 7 985 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. 17. 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 Pro oertv 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 8 986 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, 9 987 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 fast 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 10 988 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 11 989 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 finnishing 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 furnishing 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: 12 990 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 default/breach 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 13 991 cannot be cured in 10 days and shall provide a written plan showing how the defaultIbreach 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. Attornev'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, 14 992 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 15 993 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 and 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. 16 994 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 17 995 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 Maieure. 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 18 996 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. 19 997 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 Counterparts. 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. 20 998 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 21 999 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 1000 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 SoGcitation/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 23 1001 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. Le¢al 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. 24 1002 LESSEE: Board of County Commissioner of Monroe County,Florida By: M$�ror,M o ty { Danny L. Kolhage §, r t erk LESSOR: BIG PINE SHOPPING CENTER,LLC B . Gary nderdonk Date V Witffegs Date Wi Date MONROE C,-W' i ' ATTORj*,JE%,' APPR V,D AS TO FORM: r - CHRISTINE M. LIMBERT-BARROWS ASSISTANT COUN i Y ATTORNEY Date �11 C3 r rj •• C CD la C7 25 1003 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. 26 1004 (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 :00AM 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 rats 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. 27 1005 (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. 28 1006