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12/11/1991 Agreement .. 1!lannp JL. l&olbage BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 743-9036 CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 294-4641 BRANCH OFFICE P.O. BOX 379 PLANTATION KEY, FLORIDA 33070 TEL. (305) 852.9253 M E M 0 RAN DUM To: Dent Pierce, Director Public Works Division From: Rosalie L. Connolly, Deputy Clerk Date: January 6, 1992 As you are aware, on Decemb~r 11, 1991, the Board of County Commissioners approved and authorized execution of ~ Lease Agreement with Advanced Modular Systems, Inc. regarding the office trailer for the Engineering Department in Marathon. Attached is one duplicate original and one copy of the sub- j~ct Lease Agreement, now executed and sealed by all par- ties. The duplicate original <raised seal) should be returned to your lessor and the copy kept in your proper departmental files. a Rosalie L. Connolly Deputy Clerk Attachments cc: County Attorney County Administrator w/o document Finance Director File Lease # Unit # Serial # r LFr' ~ '. r- I I' . I '__' ~"-!~ur.D LEASE AGREEMENT "92 .Ji\N - 6 P tl. :3 L THIS AGREEt-fENT entered into this _lL-r:.h_ day of Qecember , 19 91 , by and between ADVANCED t.lODULAR SYSTEt.1S,' INC., -a,'-Florida corporation ("~ess?r") and c.olln~~ 0: 7~:r~: ~~;;~Of ~CJ~ll;itl\Rionercs ( "Lessee") havlng 1 ts address at __0 ~n':"__ __.::I_~~':': . . , __ Kev West. FL 33040 1. Lessee does hereby lease the building described on Exhibit "A" (the "Building") attached hereto for a period of 1::> months with rental payable without demand and in advance each month computed as follows: $ 177.00 per month plus any charges for comprehensive waiver and liability waiver as indicated below. Delivery Charge: $ 350 00 Modification Charges: $ NA Return Delivery: $ 350.00 Installation Charge: $ SP-P- notp- **i Unblocking Charges: $ see note *"* , Charges other than the initial rental charge shall be billed in advance and payable with the initial rental charge. Such payment shall be made to the Lessor's address at 440 South Federal Highwav~ Suite 205 Dp-p-rfip-ln Rp-rlr.h, FT. 33441 2. The leased building shall be located at 10600 Aviation Blvd. Marathon. FL 33050 Lessee shall have no right to move or relocate said building without the prior written consent of Lessor. In the event the building is to be relocated, Lessor may impose such additional relocation fees as may be necessary to insure that the building is located and maintained in accordance with good business practices. 3. Lessee elects or x does not elect to pay an additional $ N~ per day from date of this Agreement until its termination of this Agreement in consideration of Lessor's waiving requirements set forth in Paragraph 6(f) hereunder. 4. Lessee elects of does not elect to pay an additional $ N~ per day from tte date of this Agreement until its termination in consideration of Lessor's agreement to waive the requirements set forth in Paragraph 6 (g) below. This transaction is a lease and not a sale. The parties understand and agree that Lessee does not acquire hereunder, or by payment of said rental, any right, title or interest in or to said building or any thereof, except the right to possession and use of said building during the term of this lease; provided, Lessee shall not be in default in performance hereunder. 5. In addition to payment of rentals as provided in this Lease Agreement; Lessee agrees that: (a) Lessee will pay all costs and expenses (inCluding attorney fees where recovery of same is not prohibited by law) incurred by Lessor in enforcing any of the terms, provision, covenants, and indemnities provided herein. (b) Lessee agrees, at Lessee's sole cost and expense, to lceep said building at all times during the life of this Agreement in good repair and operating condition and free of any and all liens and encumbrances and to replace with new parts any and all badly worn or broken parts, and Lessee agrees that upon termination of this Agreement by expiration, or otherwise, Lessee will return said building to Lessor at Lessor's address hereinabove stated, at Lessee's cost and expense, in the same condition and state of repair as delivered to Lessee hereunder, ordinary wear and tear expected. (c) Lessee has inspected the leased building and the building is satisfactory and acceptable to Lessee, Lessor has made no warranties, express of implied with respect to the leased building or any portion thereof and has not made, and shall not be bound by, any statements, agreements, or representations not specifically set out herein, unless in writing and signed by Lessor. (d) Notwithstanding subparagraph 5(a), if this Lease is for custom building, which has been ordered in accordance with Lessee's specifications and is not from Lessor's current inventory, the commencement date of this lease shall be the date on which the building is installed and ready for occupancy by the Lessee. If installation is delayed by act or omission of Lessee, lease payments shall commence five (5) days after Lessee is notified of completion of the building. (e) Lessor's delivery of the building is subject to delays in manufacture, delivery, or installation due to fire, flood, windstorm, not civil disobedience, strike, failure to secure materials from the usual source of supply, acts of God, or any circumstances beyond Lessor's control which shall prevent the manufacture of products or the making of deliveries in the normal course of business. It is further understood and agreed that Lessee will have no claim against Lessor for liquidated damages or any other money damages, which may be Lessee's responsibility pursuant to any contract which Lessee may have entered into and the building to be provided under this Lease Agreement is or may be related thereto. (f) Lessee shall provide free and clear access for delivery and return of the leased building by standard mobile transport vehicles. Lessee shall provide firm and level ground or no more than a six-inch slope from one end of the site to the other for safe installation of the leased building. Site selection is the sole responsibility of Lessee and Lessor shall have no responsibility for nor liability for determining the adequacy of any site of the set-up of the leased building where the site or environment impose abnormal conditions. (g) Lessor at any time following the expiration date of this agreement, without prior notice to the Lessee, may request the Lessee to return the building to the location designated by the Lessor or change any of the rates for the building leased hereunder. (h) If the Lessee, without any further written agreement, shall continue to possess or occupy the building leased hereunder after the expiration of this Lease or any extension thereof, with or without the consent of Lessor, the Lessee shall then be considered to have renewed the lease on a month to month basis subject to the Lessor's current monthly lease rate then in effect. (i) If Lessor terminates the lease it shall become effective only when the Lessee has returned all such building to the location designated herein and has paid Lessor unpaid rents and charges allocable to the returned building which have accrued as of the time of return of building. (j) WARRANTY FOR MERCHANTABILITY AND FITNESS; LESSEE AGREES THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF ANY KIND, INCLUDING SPECIFICALLY ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE, ARE HEREBY EXCLUDED BOTH AS TO LEASED BUILDING AND AS TO ANY MAINTENANCE OR REPAIR WORK PERFORMED BY LESSOR ON THE BUILDING LEASED HEREUNDER. 6. Lessee hereby specifically indemnifies Lessor, and agrees to hold Lessor harmless, against all loss and damages Lessor may sustain or suffer duryng the term of this lease because of: (a) The loss of damage to said building, or any thereof because of collision, and (b) The loss of or damage to said building, or any thereof because of fire, lightning and theft, and (c) The loss of or damage to said building because of flood, windstorm, explosion, and (d) The death of, injury to, or damage to the property of, any third person, as a result of, in whole in part, the use or condition of said building or any thereof while in the custody, possession, or control of Lessee, and (e) The failure of Lessee to maintain said building as agreed and provided therein, under the terms and provisions of FS 768.28. (f) If Lessee has elected to pay the additional amount set forth in Paragraph 3 and pays the additional fee specified therein, then Lessor agrees to relieve Lessee of all liability exceeding $500.00 per unit of building for loss or damage under Paragraphs 6(b) and 6(c), except when liability arises when any of the provisions of Paragraphs 3, 6(e), 11 and 12 have been violated. No coverage is provided for collision damage. (g) If Lessee has elected to pay the additional amount set forth in Paragraph 4 and pays the additional fee specified therein, then Lessor agrees to relieve Lessee of its obligations as specified under the said lease in Paragraphs 6(d) and (e) pertaining to liability coverage and Lessee's obligation to provide a certificate of liability waiver are $300,000.00 per occurrence and $300,000.00 for property damage, all subject to a $1,000.00 deductible per claim. (h) The coverage provided under the liability and comprehensive waivers will not extend to transportation of the leased building, nor contents, and will only extend to building installed on ground level. A comprehensive list of the inclusions and exclusions provided under the said waivers will be provided upon request. The waiver continued herein may be cancelled by either party upon 10 days prior written notice. In the event that either or both waivers are cancelled as set forth above the Lessee will provide to the Lessor a policy or policies of Insurance as set forth in paragraph 5 prior to said cancellation becoming effective. (i) It is further understood and agreed that in addition to comprehensive personal injury and property damage Insurance as specified in 6(b) and 6(c) the Lessee agrees to provide comprehensive general liability including contractual coverage for hold harmless agreements contained herein and certificates of insurance required to be furnished hereunder should so state. Lessee may substitute a statement of self insured status as to General liability. (j) The Comprehensive Waiver set forth in 6(f) and 6 (g) herein shall in no event be binding upon Lessor unless any loss, damage, injury or claim is reported to Lessor in writing within 72 hours of the occurrence of any such event. Lessee also shall provide to Lessor any information in regard to such event and lessee shall cooperate fully with Lessor in regard thereto. 7. When the period of the Lease exceeds six (6) months, notwithstanding the minimum period stated herein, the rental charge shall be subject to adjustment after six (6) months, based upon the All Items Consumer Price Index (CPI) for the United states (United states Labor statistics, 1967 base period). For each change of one (1) index point in the CPI, subsequent to the execution date of this agreement, the rental rates shall be adjusted by a factor of .01. Adjustments, if any, as stated above shall take effect on the first day of each month, beginning with the seventh month, utilizing the latest released CPI Index, prior to Lessor invoicing. (a) Lessee has all responsibility to secure and pay for Lessee's account any and all licenses, titles, permits and other certificates as may be required by law or otherwise for Lessee's lawful operation, possession or occupancy of said building leased hereunder, Lessee agrees that all certificates of title of registration applicable to the building leased hereunder shall reflect Lessor's ownership thereof. 8. Lessor reserves to itself the right to place upon each piece of building leased hereunder the name of the Lessor and Lessee agrees not to remove said words or permit or suffer any other person to do so. 9. Lessee shall not remove the building from the location specified herein without prior written approval from the Lessor, and shall notify Lessor immediately of any levy or seizure thereof and shall indemnify Lessor against loss or damage resulting therefrom. Lessor shall have the right to inspect said building from time to time during the term of this agreement and if Lessor believes the same to be overloaded beyond normal capacity, or misused or abused or neglected, Lessor may summarily remove and repossess said building, giving five (5) days notice to Lessee in writing. 10. In the event any act or obligation required of Lessee hereunder shall not be performed in the manner and at the time or times required by this agreement, Lessee shall thereby be and become in default under this agreement, thereby vesting in Lessor, the right, without any notice of demand to declare all unpaid lease rentals to be due and payable forthwith and to retake and retain said building free of all rights of Lessee without any further liability or obligation to redeliver the same or any thereof to Lessee and without to any extent, releasing Lessee from Lessee's covenants, obligations and indemnities provided hereunder, including but not limited to Lessee's obligation for the payment of the rental provided herein. In addition, Lessee will indemnify and save harmless Lessor for any damage to Lessee's property or the property of any third parties incurred during repossession of the building by Lessor. 11. Lessee shall not make, suffer, or permit any unlawful use of said leased building. Lessee shall not without Lessor's prior written consent thereto make or suffer any changes, alterations, or improvements in or to said leased building or remove therefrom any parts, accessories, attachments or other equipment. Building returned with accessories, attachments, items missing or in need or repair will continue to be considered as rented until the missing property is returned or replacement cost is paid or repairs are completed. 12. Lessee agrees to comply with, perform and execute all laws, rules, regulations, or orders of all state, federal or local government to agencies which in any way affect or relate to, or are applicable to any of the building or to the use, operation, maintenance or storage thereof, and to indemnify and hold harmless Lessor or Lessor's assignee from any and all fined, forfeitures, seizures, penalties and liabilities that may arise from any infringement or violation of any such law, rule regulation or order by Lessee or his employees or by any other person, or that may result from the use, possession, operation, maintenance, possession or storage of any of the building and from all loss of or damage thereto and from and against all loss, damage, howsoever arising or incurred because of the storage, maintenance, use, handling, repair, loading, unloading or operation, or alleged use or operation, of any of the building therein or thereon. 13. Lessee will indemnify and save lessor harmless from any loss, cost or expense of any sort or nature, and from any liability to any person on account of any damage to persons or property arising out of any failure of Lessee to comply in any respect with and perform any of the requirements and provision of the Lease. 14. Lessee shall not have the right to assign this Lease or to sublet, rent, other wise hire out, or part with possession of, any of said building to any person, firm, partnership, association or corporation other than Lessor, without prior written consent of lessor thereto. Lessor shall have the right to assign this Lease and/or the rentals reserved hereunder. In the event of an assignment of this Lease by Lessor, the assignee shall acquire thereby all rights and remedies possessed by or available to Lessor. 15. This instrument contains the entire agreement between the parties pertaining to the subject matter hereof. No agreements, representations, or understanding not specifically contained herein shall be binding upon any of the parties hereto unless reduced to writing and signed by the parties to be bound thereby. the terms, covenants and conditions, and other provisions of this agreement may hereafter be changed, amended, or modified only by an instrument in writing specifically purporting to do so and signed by the parties to be bound thereby. Any amendment, modification or addendum to this Lease Agreement to be binding Lessor must be signed by an Executive Officer of Lessor. If this Lease Agreement of addendum thereto is not acceptable to Lessor, the Lessee will be notified within 21 days of the date of this agreement. This Lease and the terms and conditions as set forth herein are subject to the approval of the Chief Financial Office of the Lessor. 16. If the Lessee defaults in the p~rformance of any of the covenants and this lease and by reason thereof the Lessor employs the services of any attorney to enforce performance of the covenants by the Lessee, to evict Lessee, to collect monies due by the Lessee, or to perform allY service based upon said default, then in any of said events the Lessee does agree to pay a reasonable attorney's fee and all expenses and costs incurred by the Lessor pertaining thereto and in enforcement of any remedy available to Lessor. ADVANCED MODULAR SYSTEMS, INC. ~~ 'XlXggggg'X 0>c/;3>~h<-L:/<t!'k ~U~h~4 "LESSOR" /" , c- By: STATE OF FLORIDA, COUNTY OF BROWARD Before me, a Notary Public, personally appeared Gary M. Willis, President of Advanced Modular Systems, Inc. who did acknowledge before me that he executed the foregoing lease agreement for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have set my hand and official seal this 31st Day of December 1991. NotalY Public. State of Florida My Comm. Exp. May 27, 1995 flonded thru PICHARD Ins. Agency ~C(~CM;X'_" Notary Public, State of Floridc My Commission Expires: (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA BY~~~ Dep;:; - Clerk - -0" .. .. el. \ By ~.t!l~.'~..~o\''- ~.T Mayor/Chai rman 'ILESSEE" **Note: Customer responsible for installation and preparing unit for pick-up. APPROVED AS TO FORM ~~LEGAL SUFFICl By Date " IXH.I BI'r It A~ Description of Building 12'x 60' ~EfiQI t:.1l.~ .