2013-67 Lease Agreement with ICV NPB, LLC - Village Square SuitesRESOLUTION 2013 -67
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING A LEASE AGREEMENT
WITH ICV NPB, LLC FOR TWO SUITES TOTALING 2,400 SQUARE FEET
WITHIN VILLAGE SQUARE PLAZA AND AUTHORIZING THE MAYOR
AND VILLAGE CLERK TO EXECUTE SAME; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village Council has approved the relocation of the Village's Building Department
to an off -site location and the renovation of this new space to meet the Village's needs; and
WHEREAS, Village Administration has negotiated a five -year Lease Agreement with ICV NPB, LLC
to occupy two suites totaling 2,400 square feet within Village Square Plaza, located at 420 U.S.
Highway One; and
WHEREAS, the Village Council has determined that approval of the Lease Agreement is in the best
interests of the residents and citizens of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE
OF NORTH PALM BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified as true and incorporated herein.
Section 2. The Village Council hereby approves a five -year Lease Agreement with ICV NPB,
LLC, a copy of which is attached hereto and incorporated herein, and authorizes the Mayor and
Village Clerk to execute the Lease Agreement on behalf of the Village.
Section 3. This Resolution shall be effective immediately upon adoption.
PASSED AND ADOPTED THIS 12th DAY OF DECEMBER, 2013.
(Village Seat)
MAYO
ATTEST:
LEASE AGREEMENT
Between
ICV NPB, LLC as Landlord
And
the VILLAGE OF NORTH PALM BEACH a municipal organization
December 12 ,2013
TABLE OF CONTENTS
1. Demised Premises -------------------------------------------------------------------------------------------------
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2. Length of Term -------------------------------------------------------------------------------------------------
- - - - -4
3. Commencement of Term-----------------------------------------------------------------------------------
- - - - -4
4. Rent .----------------------------------------------------------------------------------------------------------------
- - - - -- 5
5. Prepaid Rent.----------------------------------------------------------------------------------------------------
- - - - -- 5
6. Rental Increases
5
7. Method and Place of Payment -------------------------------------------------------------------------
- - - - -- 5
8. Security Deposit ----------------------------------------------------------------------------------------------
- - - - -- 5
9. Transfer of Deposit ------------------------------------------------------------------------------------------
- - - - -- 5
10. Sales and Use Tax
5
11. Tenant's Installations ---------------------------------------------------------------------------------------------
5
12. Use of Premises ----------------------------------------------------------------------------------------------------
6
13. Laws, waste and Nuisance----------------------------------------------------------------------------------
- - - - -6
14. Signs, Awnings, Canopies ----------------------------------------------------------------------------------
- - - - -6
15. Assignment and Subletting --------------------------------------------------------------------------------
- - - - -7
16. Repairs by Landlord -------------------------------------------------------------------------------------------
- - - - -7
17. Repairs by Tenant ----------------------------------------------------------------------------------------------
- - - - -7
18. Mechanic's Liens -----------------------------------------------------------------------------------------------------
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19. Utility Charges ---------------------------------------------------------------------------------------------------
- - - - -8
20. Parking Lot --------------------------------------------------------------------------------------------------------
- - - - -8
21. Indemnity ----------------------------------------------------------------------------------------------------------
- - - - -9
22. Insurance---------------------------------------------------------------------------------------------------------
- - - - -- 10
23. Windows and Doors ------------------------------------------------------------------------------------------------
10
24. Increase in insurance Premiums
10
25. Destruction
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26. Condemnation
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27. Remedies of the Landlord
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28. Entry of Landlord
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29. Subordination
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30. Quiet Enjoyment and Landlord's Default
31. End of Term
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32. Holding Over -----------------------------------------
33. Laws and Regulations
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34. Force Majeure ---------------------------------------
35. Recording ---------------------------------------------
36. Partial invalidity .....................................
37. Entire Agreement
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38. Provisions Binding ---------------------------------
39. Rules and Regulations
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40. Notices
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41. Brokers
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42. Waiver of Trial by Jury ---------------------------
43. Landlord's Right to Cure Defaults
44. Ownership of Improvements -----------------
45. Trash and Trash Enclosures
46. Entranceways ----------------------------------------
47. Condition of Premises
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48. Pets and Animals
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49. Time of the Essence
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50. Real Estate Tax and Insurance Stop -- - - - - --
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SignaturePage ------------------------------------------------------------------------------------------------------ - - - -19
Exhibit A— Boundaries and Location of Premises 20
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LEASE AGREEMENT
AGREEMENT OF LEASE made this day of December , 2013,ICVNPB, LLC, a
Florida Limited Liability company (hereinafter referred to as "Landlord" )and the VILLAGE
OF NORTH PALM BEACH municipal corporation organized and existing under the laws of
the State of Florida (hereinafter referred to as "Tenant ").
1. DEMISED PREMISES:
(A) Landlord leases to Tenant and Tenant rents from Landlord those certain
premises, as part of now or hereafter to be erected in a multi- tenant building (hereinafter'
referred to as "Building "), located at Village Square Plaza, 420 U.S. Highway One, Village
of North Palm Beach, State of Florida, which premises are more particularly described as
Suite #18 and #27, approximately 2,400 rentable square feet hereinafter called the
"Demised Premises ".
(B) The boundaries and location of the Demised Premises are outlined in red
on a diagram of the Building, which is attached hereto and made a part hereof and
marked Exhibit A. Said Exhibit A sets forth the general layout of the Building and shall not
be deemed to be a warranty, representation or agreement on the part of Landlord that
said Building will be exactly as indicated on said diagram. Landlord may increase, reduce
or change the number, dimensions or locations of the walks, buildings and parking areas
(in any manner whatsoever) as Landlord shall deem proper, and reserves the right to
make alterations or additions to the Building in which the Demised Premises are
contained and to add buildings adjoining the same or elsewhere in the Building, provided
that the current access points to the Demised Premises remain unchanged.
. (C) Use and occupancy by Tenant of the Demised Premises shall include the
use in common with others of the common areas and facilities, as hereinafter more fully
provided.
(D) Nothing herein contained shall be construed as a grant or rental by
Landlord to Tenant of the roof and exterior walls of the buildings, of which the Demised
Premises form a part, or of the walks and other common areas beyond the Demised
Premises.
(E) The Tenant shall deliver to the landlord in writing evidence of Tax
exemption.
2. LENGTH OF TERM: The term of this Lease shall be for five (5) years.
3. COMMENCEMENT OF TERM: The term of this Lease shall commence ninety
(90) days from the date of delivery of the demised premises or the date Tenant opens for
business, whichever is sooner.
a]
4. RENT: Without demand by Landlord:
(A) The rent during the first year of the Lease term shall be payable by
Tenant in equal monthly installments on the last day of the month preceding the month
for which the rent is due and shall be at the annual rate as follows: $36,000.00 per year,
payable in equal monthly installments of $3,000.00per month.
(B) The rent shall be increased annually as per the rent payment schedule
hereafter set forth in Paragraph 6.
S. PREPAID RENT: Simultaneously with the execution of this Lease, Tenant has
deposited with Landlord the sum of $3,000.00 -which represents the first month's rent.
6. RENTAL INCREASES: The annual rental shall be increased in the second year on
the anniversary of the commencement date and each year by 3% annually.
Year 2- $3,090.00 per month
Year 3- $3,182.70 per month
Year 4- $3,278.18 per month
Year 5- $3,376.53 per month
7. METHOD AND PLACE OF PAYMENTS: All payments required to be paid (made
payable to ICV NPB, LLC,) and all reports required to be rendered by Tenant shall be
delivered to the office of Landlord at:
Investors Corporation of Vermont
30 Main Street, Suite 401, Burlington, Vermont 05401
Landlord may designate from time to time in writing where rental payments
are to be delivered.
8. SECURITY DEPOSIT: Intentionally Deleted
9. TRANSFER OF DEPOSIT: Intentionally Deleted
10. SALES OR USE TAX: Tenant is exempt from the payment of state sales tax and
shall both maintain and provide Landlord with a current tax exemption certificate during
the term of the Lease.
11. TENANT'S INSTALLATIONS: Any work or equipment other than those items
specifically enumerated in this Lease Agreement shall be performed by Tenant at its own
cost and expense and Tenant shall fully equip the Demised Premises with all trade
equipment, lighting fixtures, furniture, operating equipment, furnishings, fixtures, floor
coverings, exterior signs and any other equipment special or necessary for the proper
operation of Tenant's business. Tenant shall not do any construction work or install any
equipment without first obtaining Landlord's written approval and consent, which
consent shall not be unreasonably withheld. Tenant shall present to Landlord plans and
specifications for any such work at the time approval and consent is sought. Any work to
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be performed shall be done only by licensed and qualified contractors and subcontractors
and Tenant shall obtain all necessary governmental permits and approvals before
commencing any work. Any and all improvements, betterments and alterations that do
not constitute the personal property of the Tenant and cannot be removed without
damaging or significantly altering the Demised Premises shall immediately become
Landlord's property subject to Tenant's use during the term of the Lease and Paragraph
32 hereafter. Landlord reserves the right to review the Tenant improvements to confirm
they are consistent with the submitted and approved plans upon completion prior to the
Tenants occupancy.
In lieu of a Damage Deposit, the Landlord and Tenant agree the Tenant
shall contribute $6,000.00 toward the purchase and installation of new HVAC systems for
Suites #18 and #27, which shall be permitted, installed at Landlord's expense and
operational prior to the commencement of the Lease term. Such funds shall be delivered
to the Landlord upon date of execution and delivery of Lease Agreement.
12. USE OF PREMISES: Tenant shall use the Demised Premises for Village
business purposes in accordance with all applicable Village Code requirements. Tenant
will not use or permit the Demised Premises to be used for any illegal or improper
purposes, nor permit any disturbance, noise, or annoyance whatsoever, detrimental to
the Demised Premises or to the comfort of the other tenants of the Building. Tenant
further agrees to keep the Demised Premises in good and substantial repair and in a clean
condition. Tenant shall at no time during the term of this Lease store or keep any
material or equipment on the outside of or in and around the Demised Premises.
13. LAWS, WASTE OR NUISANCE: Tenant shall, at its own expense:
(A) comply with all governmental laws, ordinances, orders and regulations
affecting the Demised Premises now in force or which may be in force;
(B) comply with and execute all rules, requirements and regulations of the
Board of Fire Underwriters, Landlord's insurance companies and other organizations
establishing insurance rates;
(C) not suffer, permit or commit any waste or nuisance, or permit the
Demised Premises to be used in a hazardous or dangerous manner;
(D) not conduct any auction, distress, fire or bankruptcy sale without the
written consent of Landlord.
14. SIGNS, AWNINGS, CANOPIES: It is specifically understood that no signs,
awnings or canopies will be erected until such signs, awnings or canopies have been
approved by the Landlord, or its agents, which consent shall not be unreasonably
withheld, and that Landlord shall have the sole right to reject any proposed signs,
awnings or canopies submitted to be used in or on the Demised Premises. Tenant shall
maintain any such signs, awnings, or canopies or other installation as may be approved in
good condition and repair.
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15. ASSIGNMENT AND SUBLETTING: Tenant shall not sublet the Premises or any
part thereof or assign or encumber any interest in this Lease (whether by sale of assets,
merger, consolidation or otherwise; or by sale or disposition of control or ownership), or
permit the Premises to be occupied by anyone other than Tenant's employees, without
first having obtained the written consent of Landlord, which shall not be unreasonably
withheld. A denial of the consent will not be unreasonable if Lessor believes that as a
business consideration the proposed assignee or sublessee will not provide a benefit to
the Shopping Center because of an unacceptable financial statement, prior business
history, quality of business operations, continuous operation, or for some other business
consideration. If Tenant requests such consent, permission or approval in a written
notice to Landlord and Landlord does not notify Tenant of its express disapproval thereof
within twenty (20) days after receipt of such request, setting forth Landlord's reason for
such disapproval, such consent, permission or approval shall be deemed to have been
granted.
Regardless of Landlord's consent, no subletting or assignment shall release
Tenant of Tenant's obligations hereunder; nor shall it alter the primary liability of Tenant
to pay the rental and to perform all other obligations to be performed by Tenant
hereunder.
16. REPAIRS BY LANDLORD: Landlord covenants to keep, or cause to be kept, in
good order, repair and condition, the foundations, roof and downspouts of the Demised
Premises, the structural soundness of the floors and exterior walls thereof installed as
part of Landlord's Work, and the common pipes, common ducts, common conduits and
common wires running through the Demised Premises and installed therein as part of
Landlord's Work (but not including Tenant's connections to any pipes, ducts, conduits or
wires within or without the Demised Premises)and all common areas, except such repairs
as are necessitated or occasioned by the acts, omissions or negligence of Tenant in the
performance of Tenant's Work or otherwise or by the acts of trespassers or other persons
who enter or attempt to enter the Demised Premises. Landlord shall not be required to
commence any such repair, except in the case of an emergency, until ten (10) days after
written notice by Tenant to Landlord that such repair is necessary. The provisions of this
Section shall not apply in the case of damage or destruction by fire or other casualty or by
eminent domain, in which events the obligations of Landlord shall be controlled by those
provisions dealing with Destruction and Condemnation. Except as provided herein,
Landlord shall not be obligated to make repairs, replacements or improvements of any
kind to the Demised Premises or to any equipment, facilities or fixtures contained therein
or servicing the same.
17. REPAIRS BY TENANT: Except for repairs required in Paragraph -�� to be
performed by Landlord, Tenant shall keep the interior portion of the Demised Premises
and the improvements placed therein in a good state of repair, and it will be responsible
for all repairs and replacements, including the painting, maintenance and interior repairs
to the interior of the building, including all windows, doors and openings, all electrical,
heating, plumbing, air conditioning and other systems installed within or without of the
building. It is intended that the Landlord will maintain the exterior masonry of the
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building and roof area only, and the Tenant shall maintain everything else. It is
acknowledged, however, that if Tenant installs and maintains T.V. antennas, air
conditioning and /or signs, lighting and /or other equipment, objects or materials and the
like, on the roof of the premises (and such installation shall be only on the roof directly
over the premises leased by the Tenant), the Tenant shall be solely responsible for all of
said area over the Demised Premises and any other area affected by the installation or
maintenance work thereon. Tenant agrees to perform preventative maintenance services
on the air conditioning equipment on at least a quarterly basis. Tenant is responsible for a
safe and clean egress along the walkways that front the Tenants' space.
18. MECHANIC'S LIENS: Tenant shall promptly pay all contractors and materialmen
for the cost of all construction, installations, repairs, alterations, improvements, or other
work done by it to the leased premises. Notwithstanding anything herein to the contrary,
the Landlord's interest in the leased premises shall not be subject to liens for
improvements for work made or done in accordance with an agreement between the
Landlord and Tenant or with the consent or knowledge of the Landlord. In no event shall
the Landlord be liable for or subjected to any mechanic's, materialmen's or laborers' liens
for improvements or for work made or done by the Tenant. This lease expressly prohibits
the subjecting of the Landlord's interest in the leased premises to any such mechanic's,
materialmen's, or laborers' liens for improvements or work made or done by the Tenant,
and all persons dealing with the Landlord or Tenant are hereby put on notice of this
provision.
Should any mechanic's or other liens be filed against the Demised Premises
or any part thereof for any reason whatsoever by reason of Tenant's acts or omissions or
because of a claim against Tenant, Tenant shall cause the same to be cancelled and
discharged of record by bond or otherwise within ten (10) days after the notice to
Landlord.
19. UTILITY CHARGES: Landlord shall not be liable in the event of any interruption
in the supply of any utilities. Tenant agrees that it will not install any equipment which
will exceed or overload the capacity of any utility facilities and that if any equipment
installed by Tenant shall require additional utility facilities; the same shall be installed by
Landlord's sub- contractors at Tenant's expense in accordance with plans and
specifications to be approved in writing by Landlord. Tenant shall be solely responsible
for and shall promptly pay all charges for use or consumption for gas, electricity or any
other utility services except water and sewer charges for normal business use which
Landlord shall pay as hereinafter provided. Should the nature of Tenant's business cause
an increase in water and sewage, trash removal or any services above and beyond normal
use, Tenant shall pay for any increased costs applicable thereto.
20. PARKING LOT: The right of Tenant's customers to use the parking lot is a non-
exclusive right in common with customers and employees of other Tenants of the entire
premises. Landlord shall be responsible for maintaining the parking lot in good repair and
in compliance with all applicable codes, laws and regulations. Tenant agrees to instruct
employees to a parking area located on the east parking lot facing Corsair Drive.
N.
21. INDEMNITY:
(A) To the extent permitted by law and subject to the limitations of liability
set forth in Section 768.28, Florida Statutes,_ Tenant shall indemnify Landlord and save it
harmless from suits, actions, damages, liability and expense in connection with loss of life,
bodily or personal injury or property damage arising from or out of any occurrence in,
upon or at or from the Demised Premises or the occupancy or use by Tenant of said
premises or any part thereof, or occasioned wholly or in part by any act or omission of
Tenant, its agents, contractors, employees, servants, invitees, licensees or
concessionaires, including the sidewalks, and common areas and facilities within the
Building and Demised Premises, provided, however, that Tenant shall not be required
indemnify Landlord or save it harmless from suits, actions, damages, liability and
expenses caused by the intentional or negligent acts or omissions of Landlord, its agents,
contractors, servants or employees; and
(B) Tenant shall store its property in and shall occupy the Demised Premises
and all other portions of the Building at its own risk, and release Landlord to the full
extent permitted by law, from all claims of every kind resulting in loss of life, theft,
personal or bodily injury or property damage unless caused by the intentional or
negligent acts or omissions of Landlord, its agents, contractors, servants or employees;
and
(C) Landlord shall not be responsible or liable at any time for any loss or
damage to Tenant's merchandise or equipment, fixtures or other personal property of
Tenant or to Tenant's business for any reason whatsoever unless caused by the
intentional or negligent acts or omissions of Landlord, its agents, contractors, servants or
employees; and
(D) Landlord shall not be responsible or liable to Tenant or to those claiming
by, through or under Tenant for any loss or damage to either the person or property of
Tenant that may be occasioned by or through the acts or omission of persons occupying
adjacent connecting or adjoining premises unless caused by the intentional or negligent
acts or omissions of Landlord, its agents, contractors, servants or employees; and
(E) Landlord shall not be responsible or liable for any injury, theft, any loss of
business, loss or damage to any person or to any property of Tenant or other person
caused by or resulting from bursting, breakage or by or from leakage, steam, running or
the overflow of water or sewerage in any part of said premises, or wind driven water, or
for any injury or damage caused by or resulting from acts of God or the elements, or for
any injury or damage caused by or resulting from any defect or negligence in the
occupancy, operation or use of any said premises;
(F) Tenant also releases Landlord and holds Landlord harmless for any and
all losses suffered by Tenant by reason of theft or burglary by forcible or non - forcible
entry into Tenant's Demised Premises irrespective how said entry is made, i.e. through
areas of the building not adjacent or part of the Demised Premises or directly through the
Demised Premises unless such access is directly attributable to Landlord, its agents,
contractors, servants or employees. Tenant has made its own evaluation of the building
and hereby accepts the condition of the building in its present condition and accepts the
risk of loss due to theft or burglary. Tenant also shall undertake to protect its property
and merchandise from theft or burglary and recognizes that it is its sole responsibility to
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take all prudent and reasonable measures to protect and secure the Demised Premises
from this type of loss or casualty, which measures shall include, but not be limited to, the
installation of burglar alarm devices, security cameras, insurance, etc. Tenant shall also
be responsible for repairing any and all damage to the Demised Premises caused by any
forcible entry or burglary.
(G) Tenant shall give prompt notice to Landlord in case of fire or accidents in
the Demised Premises or in the building of which the Demised Premises are a part;
(H) in case Landlord shall without any fault on its part to be made a party to
any litigation commenced by or against Tenant, the Tenant shall protect and hold
Landlord harmless and shall pay all costs, expenses and reasonable attorney's fees.
22. INSURANCE: Tenant shall maintain at its own cost and expense the following
insurance: (A) Tenant shall, during the Term of this Lease, maintain insurance against
public liability, including that form personal injury or property damage in or about the
Premises resulting from the occupation, use or operation of the Premises, insuring both
Landlord and Tenant, in an amount of not less than One Million Dollars ($1,000,000)
Combined Single Limit for both bodily injury and property damage; (B) Tenant shall
maintain insurance upon all property in the Premises owned by Tenant, or for which
Tenant is legally liable, and shall provide Landlord with evidence of same. The insurance
specified herein shall provide protection against perils included within the standard
Florida form of fire and extended coverage insurance policy, together with insurance
against vandalism and malicious mischief and FULL Plate GLASS COVERAGE; (C) If Tenant
fails to comply with the requirements of this paragraph, Landlord may, but shall not be
obligated to, obtain such insurance and keep same in effect, and Tenant shall pay
Landlord the premium therefor upon demand. (D) Tenant shall provide Landlord with a
Certificate of Insurance from a company having a minimum rating of A+ by Moody or
Standard and Poor, licensed to do business in the State of Florida as evidence that it
possesses the coverage required by Paragraph 22 above. (E) Such insurance may not be
cancelled or amended with respect to Landlord without ten (10) days written notice by
registered mail to Landlord by the insurance company.
23. WINDOWS AND DOORS: Tenant will replace at its expense all plate and other
windows and doors broken by whatever cause, and replace with like glass, subject to local
building codes. Storm Shutters shall be provided by the Landlord at the Landlord's
expense; Tenant shall be responsible for the installation and removal of said shutters.
24. INCREASE IN INSURANCE PREMIUMS: Tenant shall not stock, use or sell any
article or do anything in or about the Demised Premises which may be prohibited by
Landlord's insurance policies or any endorsements or forms attached thereto, or which
will increase any insurance rates and premiums on the Demised Premises. Tenant shall
pay on demand any increase in premiums for Landlord's insurance that may be charged
on such insurance carried by Landlord resulting from Tenant's use and occupancy on the
Demised Premises, whether or not Landlord has consented to the same. In determining
whether increased premiums are the result of Tenant's use, occupancy or vacancy of the
Demised Premises, a schedule issued by the organization making fire insurance, extended
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coverage, vandalism and malicious mischief, special extended coverage or any all -risk
insurance rates for said premises or any rule books issued by the rating organization or
similar bodies or by rating procedures or rules of Landlord's insurance companies shall be
conclusive evidence of the several items and charges which make up the insurance rates
and premiums on the Demised Premises and the Building. If, due to the (a) occupancy, or
(b) abandonment, or (c) Tenant's failure to occupy the Demised Premises as herein
provided, any insurance shall be cancelled by the insurance carrier or if the premiums for
any such insurance shall be increased, then in any of such events Tenant shall indemnify
and hold Landlord harmless and shall pay on demand the increased cost of such
insurance.
25. DESTRUCTION: If the Demised Premises shall be partially damaged by any
casualty insurable under the Landlord's insurance policy, Landlord shall, upon receipt of
the insurance proceeds, repair the same and the minimum rent shall be abated
proportionately as to that portion of the Demised Premises rendered untenantable. If
the Demised Premises (a) by reason of such occurrence is rendered wholly untenantable
or (b) should be damaged as a result of a risk which is not covered by Landlord's
insurance or (c) should be damaged in whole or in part during the last one (1) year of the
term or of any renewal term hereof, (d) or the building of which it is a part, whether the
Demised Premises is damaged or not or all of the buildings which then comprise the
Building should be damaged to the extent of fifty percent (50 %) or more of the then
monetary value thereof, and (e) if any or all of the buildings or common areas of the
Building are damaged, whether or not the Demised Premises are damaged to such an
extent that the Building cannot in the sole judgement of Landlord be operated as an
integral unit, then or in any of such events, Landlord may either elect to repair the
damage or may cancel this Lease by notice of cancellation within ninety (90) days after
such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender
the Demised Premises to Landlord. Tenant's liability for rent upon the termination of this
Lease shall cease as of the day following the event or damage. Unless this Lease is
terminated by Landlord, Tenant shall hold the proceeds of all insurance carried by Tenant
on its property and improvements in trust for the purpose of repair and replacement. In
the event Landlord elects to repair the damage, any abatement of rent shall end upon
Landlord receiving a Certificate of Occupancy from the local governing bodies or if no
Certificate of Occupancy is required, upon completion of the repairs by Landlord. If any
damage is caused by the negligence of Tenant or its employees, the damages shall be
repaired by Landlord, upon receipt of the insurance proceeds, but there shall be no
abatement of rent.
26. CONDEMNATION: If the whole of the leased premises shall be acquired or
condemned by eminent domain for any public or quasi - public use or purpose, then the
term of this Lease shall cease and terminate as of the date of title vesting in such
proceeding and all rentals shall be paid up to that date and Tenant shall have no claim
against Landlord nor the condemning authority for the value of any unexpired term of
this Lease. If any part of the leased premises shall be acquired or condemned as
aforesaid, and in the event that such partial taking or condemnation shall render the
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leased premises unsuitable for the business of the Tenant then the term of this Lease
shall cease and terminate as of the date of title vesting in such proceeding. Tenant shall
have no claim against Landlord nor shall the condemning authority for the value of any
unexpired term of this Lease and rent be adjusted to the date of such termination. In the
event of a partial taking or condemnation which is not extensive enough to render the
premises unsuitable for the business of the Tenant, then Landlord shall promptly restore
the leased premises to a condition comparable to its condition at the time of such
condemnation less the portion lost in the taking and this Lease shall continue in full force
and effect without any reduction or abatement of rent.
27. REMEDIES OF THE LANDLORD:
(A) If, at any time during the Term or any extensions or
renewals thereof, a petition for relief under the bankruptcy laws of the United States or a
petition for reorganization or arrangement under any of the bankruptcy laws of the
United States is filed by the Tenant or is filed against Tenant or if the assets of the Tenant
or the business conducted by the Tenant on the Premises are taken over or sequestered
by a trustee or any other person pursuant to any judicial proceedings, or if the Tenant
makes an assignment for the benefit of creditors, then the occurrence of any such act
shall be deemed, at the option of the Landlord, to constitute a breach of this Lease by the
Tenant. At any time and from time to time, Landlord, at its election, may immediately
terminate this Lease in the event of occurrence of any of the events enumerated above.
(B) If Tenant shall fail to pay any rental payment due hereunder after three
(3) days written notice or in the payment of any item of additional monies due
hereunder, or Tenant shall default in the observance of any of the other terms, covenants
and conditions of this Lease and such default shall continue for more than ten (10) days
after written notice of such default; or if the Demised Premises shall be abandoned,
deserted or vacated, or if Tenant shall sublet the Demised Premises or assign this Lease
except as herein provided; then, upon the happening of any one or more of the defaults
or events specified above, this Lease and the term hereof shall wholly cease and
terminate with the same force and effect as though the date so specified were the date
hereinabove first set forth as the date of the expiration of the term of this Lease; and
thereupon or at any time thereafter, Landlord may re -enter said premises either by force
or otherwise and have possession of the same and /or may recover possession thereof by
summary proceeding or otherwise (but Tenant shall remain liable to Landlord as
hereinafter provided).
(C) In case of any such default, re- entry, expiration and /or dispossession by
summary proceedings, or otherwise, Tenant shall, nevertheless, remain and continue
liable to Landlord in a sum equal to all rent and additional rent herein reserved for the
balance of the term herein demised as the same may become due and payable pursuant
to the terms of this Lease and Landlord may re- enter the Demised Premises using such
force for that purpose as may be necessary without being liable to any prosecution
therefor, and Landlord may repair or alter the Demised Premises in such a manner as the
Landlord may deem necessary or advisable, and /or let or re -let the Demised Premises and
any and all parts thereof for the while or any part of the remainder of the original term
hereof or for a longer period, in Landlord's name, or as the agent of Tenant, and out of
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any rent so collected or received, Landlord shall, first, pay to himself the expense and cost
of retaking, repossessing, repairing and /or altering the Demised Premises, and the
expense of removing all persons and property therefrom, and second, pay to himself any
cost or expense sustained in securing any new tenant or tenants and, third, pay to himself
any balance remaining on account of the liability of Tenant to Landlord for the sum equal
to the rent reserved herein unpaid by Tenant for the remainder of the term herein
demised. Any entry or re -entry by Landlord, whether had or taken under summary
proceedings or otherwise, shall not absolve or discharge Tenant from liability hereunder.
(D) Should any rent so collected by Landlord after the payment aforesaid be
insufficient fully to pay to Landlord a sum equal to all rent and additional rent herein
reserved, the balance or deficiency shall be paid by Tenant on the rent days herein
specified, that is, upon each of such rent days Tenant shall pay to Landlord the amount of
the deficiency then existing and Tenant shall be and remain liable for any such deficiency,
and the right of Landlord to recover from Tenant the amount thereof, or a sum equal to
the amount of all rent and additional rent herein reserved, if there shall be not re- letting,
shall survive the issuance of any dispossessor warrant or other termination hereof.
(E) Suit or suits for the recovery of such deficiency or damage, or for a sum
equal to any installment or installments of rent or additional rent hereinunder, may be
brought by Landlord from time to time at Landlord's election, and nothing herein
contained shall be deemed to require Landlord to await the date wherein this Lease or
the term hereof would have expired by limitation had there been so such default by
Tenant or no such termination or cancellation.
(F) Landlord may also elect to terminate Tenant's occupancy of the
premises, resume possession of the premises for its own account and recover
immediately from the Tenant all sums past due plus a sum equal to the then annual
rental, including all other charges due, multiplied by the number of years and fractions
thereof remaining in the full term stated herein, together with any other damages
occasioned by or resulting from such breach or default.
(G) Landlord, in addition to the other rights and remedies given herein, and
notwithstanding any statute or rule of law to the contrary, may retain as liquidated
damages, any rent, security, deposit or monies received by Landlord from Tenant or
others in behalf of Tenant upon the execution hereof.
(H) All court costs and reasonable attorneys fees paid out and incurred by
the prevailing party to enforce any of the provisions of this Lease shall be paid by the non -
prevailing party in the litigation, including a reasonable attorney's fee for any appellate
proceedings.
(1) In addition to all of the remedies herein, Landlord shall be entitled to all
remedies provided by Florida law.
(J) Tenant agrees to pay Landlord a late charge of One Hundred Dollars
($150.00) on all rental payments received by Landlord fifth (5) days after the rent has
become payable as provided in Paragraph 4 herein. In addition, for each day after the
said tenth day of each month that rents remain unpaid, Tenant agrees to pay Landlord
Ten Dollars ($10.00) per day for each day that rents remain unpaid. Any and all late fees
shall be considered additional rent and shall never be considered a penalty.
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28. ENTRY OF LANDLORD: Landlord shall have the right to enter upon the Demised
Premises in person, or by and through its agents, at all reasonable hours for the purpose
of inspecting the same, preventing waste, and examining the Demised Premises. Absent
exigent circumstances, Landlord shall only enter the Demised Premises during business
hours with prior notice to Tenant.
29. SUBORDINATION: Tenant agrees that it will subordinate its rights hereunder to
the lien of any mortgage, ground lease or any other method of financing now or hereafter
placed against the land and /or the Demised Premises and /or any or all of the buildings
now or hereafter built or to be built by Landlord and to any and all advances made or to
be made thereunder and to the interest thereon and to all renewals, replacements,
consolidations and extensions there. This Paragraph shall be self- operative and no
further instrument of subordination shall be required, however, upon request from
Landlord, Tenant will execute a written subordination agreement.
30. QUIET ENJOYMENT AND LANDLORD'S DEFAULT: Tenant, upon paying the
rents and performing all of the terms on its part to be performed, shall peaceably and
quietly enjoy the Demised Premises subject, nevertheless, to the terms of this Lease and
to any mortgage, ground lease or agreements to which this Lease is subordinated.
Landlord shall be in default of this agreement in the event it fails to perform the
obligations required of Landlord within a reasonable time, but in no event later than te-R
thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord
has failed to perform such obligations. If the nature of Landlord's obligations is such that
more than thirty (30) days are required for performance, Landlord shall not be in default
if Landlord commenced performance within such thirty (30) day period and thereafter
diligently prosecutes same to completion. In the event of default by Landlord, Tenant
shall have the right to terminate the lease agreement, surrender the Demised Premises
and obtain refund of all pre -paid rent (on a pro rata basis).
31. END OF TERM: At the expiration of this Lease, Tenant shall surrender the
Demised Premises in a condition equal to that existing prior to Tenant's occupancy,.
reasonable wear and tear excepted, and shall deliver all keys and combinations to locks,
safes and vaults to Landlord. All electric, lighting, exit lights, emergency lights, air
conditioning units and plumbing shall be in good working order upon delivery back to
Landlord. Before surrendering said premises, Tenant shall remove all its personal
property and trade fixtures, and shall repair any damage caused thereby. The removal of
any alterations, additions and /or decorations made by the Tenant during the term of the
Lease that cannot be removed without damaging or significantly altering the Demised
Premises shall be at the Landlord's discretion. Tenant's obligations to perform this
provision shall survive the end of the term of this Lease. If Tenant fails to remove its
property upon the expiration of this Lease, the said property shall be deemed abandoned
and shall become the property of Landlord.
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32. HOLDING OVER: If Tenant holds over and does not deliver possession of the
premises to Landlord upon termination of this Lease or termination of Tenant's right to
occupy the premises, or Tenant fails to remove all its property from the premises on
termination of this Lease, then, in addition to all other remedies provided herein and at
law and equity, the Tenant immediately shall pay Landlord rent for the hold over period
equal to double the amount of rent that otherwise would be due hereunder for a like
period during the term of this Lease, including, without limitation, payment of all other
sums, charges and interest due hereunder.
33. LAWS AND REGULATIONS: Tenant shall throughout the demised term, and at
no expense whatsoever to the Landlord, promptly comply, or cause compliance with all
laws and ordinances and the orders, rules and regulations and requirements of all
Federal, State, County and Municipal governments, and appropriate Departments,
Commissions, Boards and offices thereof relating to the use and occupancy of the
Demised Premises.
34. FORCE MAJEURE: The parties shall be excused for the period of any delay in
the performance of any obligations hereunder when prevented from so doing by cause or
causes beyond Landlord's control which shall include, without limitation, all labor
disputes, civil commotion, war, war -like operations, invasion, rebellion, hostilities,
military or usurped power, sabotage, governmental regulations or controls, fire or other
casualty, inability to obtain any material, services or financing or through acts of God and
such period or periods of delay shall be added to the time period provided for such
performance.
35. RECORDING: Tenant agrees not to record this Lease or any memorandum
thereof. Tenant, at the request of the Landlord, shall execute, acknowledge and deliver,
at any time after the date of this Lease a Memorandum of Lease prepared by the
Landlord pursuant to the laws of the State of Florida which Landlord shall have the right
to record, but the provisions of this Lease shall control the rights and obligations of the
parties.
36. PARTIAL INVALIDITY: If any provision of this Lease or application thereof to
any person or circumstance shall to any extent be invalid, the remainder of this Lease or
the application of such provision to persons or circumstances other than those as to
which it is held invalid shall not be affected thereby and each provision of this Lease shall
be valid and enforced to the fullest extent permitted by law.
37. ENTIRE AGREEMENT: This Lease and the exhibits and riders, if any, attached,
set forth the entire agreement between the parties. Any prior conversations or writings
are merged herein and extinguished. No subsequent amendment to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and signed. Submission of this
Lease for examination does not constitute an option for the Demised Premises and
becomes effective as a lease only upon execution and delivery thereof by Landlord to
Tenant. If any provision contained in a rider is inconsistent with the printed provision of
15
this Lease, the provision contained in said rider shall supersede said printed provision.
The captions, numbers and index appearing herein are inserted only as a matter of
convenience and are not intended to define, limit, construe or describe the scope or
intent of any paragraph, nor in any way effect this Lease.
38. PROVISIONS BINDING: Except as otherwise expressly provided, all provisions
herein shall be binding upon and shall inure to the benefit of the parties, their legal
representative, successors and assigns. Each provision to be performed by Tenant shall
be construed to be both a covenant and a condition, and if there shall be more than one
Tenant, they shall all be bound, jointly and severally, by these provisions.
39. RULES AND REGULATIONS: The Tenant will observe and comply with and will
cause its sub - tenants and concessionaires and its and their employees and agents to
observe and comply with reasonable rules and regulations from time to time
promulgated by the Landlord for the benefit and prosperity of the entire premises.
40. NOTICES: Wherever in this Lease it shall be required or permitted that notice
or demand be given or served by either party to this Lease to or on the other, such notice
or demand shall not be deemed to have been duly given or served unless in writing and
either personally delivered or deposited in the United States mail, Certified Mail, Return
Receipt Requested, postage prepaid, addressed as follows:
To the Landlord at: ICV NPB, LLC,
Investors Corporation of Vermont
30 Main Street, Suite 401
Burling ton, Vermont 05401
To the Tenant at: Ed Green, Village Manager
Village of North Palm Beach
501 U.S. Highway One
North Palm Beach, Florida 33408
Such addresses may be changed from time to time by either party by serving notices as
above provided.
41. BROKERS: Tenant and Landlord represent and warrant that they have had no
dealings with any broker or agent in connection with this Lease, except for Lynette Green
of CBRE, and Landlord shall be completely responsible for the commission. Each party
agrees to indemnify and hold the other party harmless for breach of this warranty,
including a reasonable attorney's fee at the trial and appellate levels.
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42. WAIVER OF TRIAL BY JURY: Landlord and Tenant shall and hereby do waive
trial by jury in any action, proceeding or counterclaim brought by either of the parties
hereto against the other in any matter arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Demised
Premises, the Common Areas or any part of the Building, any claim of injury or damage,
and any emergency statutory or any other statutory remedy.
43. LANDLORD'S RIGHT TO CURE DEFAULTS: Landlord may, but shall not be
obligated to, cure, at any time, upon ten (10) days' notice to Tenant, or in the event of an
emergency, without notice to Tenant, any default by Tenant under this Lease; and
whenever Landlord so elects, all costs and expenses incurred by Landlord in curing a
default, including, without limitation, attorneys' fees and disbursements on the amount
of costs and expenses so incurred, shall be paid by Tenant to Landlord on demand, and
shall be recoverable as Additional Rent.
44. OWNERSHIP OF IMPROVEMENTS: All installations, alterations, additions or
improvements upon the Demised Premises, made by either party, including, but not
limited to, all pipes, ducts, conduits, wiring, paneling, railings, mezzanine floors, galleries
and the like, shall, unless Landlord otherwise elects (which election shall be made by
giving a notice pursuant to Paragraph 32 not less than three days prior to the Expiration
Date) become the property of Landlord and shall remain upon and be surrendered with
the Demised Premises as a part thereof on the Expiration Date.
45. TRASH AND TRASH ENCLOSURES: Tenant shall utilize the trash dumpsters and
trash enclosures in such a way so as not to create a nuisance and /or additional
maintenance for Landlord. Tenant agrees not to dispose of any trash or waste without
bagging same in plastic bags. Tenant shall also not dispose of any cardboard boxes of any
nature without first properly breaking them down and flattening them before placing said
cardboard boxes into the trash dumpsters. Tenant further agrees not to dispose of any
trash in the trash enclosures if said trash can not be securely disposed of inside the trash
dumpster. Tenant agrees that if the trash dumpster is full at the time disposal is
attempted, Tenant shall temporarily store said trash inside Tenant's demised premises
until the trash dumpster is emptied, and thereafter dispose of said trash. Tenant further
agrees to abide by any and all reasonable rules and regulations promulgated by the
Landlord pertaining to the trash enclosures. In the event that Tenant fails to adhere to
the provisions of this Paragraph or the rules and regulations that may hereafter be
promulgated by Landlord, then, Tenant shall be so notified by Landlord in writing of the
specific nature of the violation. Upon each occurrence of a violation, Tenant shall be
responsible to reimburse Landlord the cost of cleaning the trash enclosures including, but
not limited to, any additional pickups. The second violation by Tenant shall subject
Tenant to all of the remedies under Paragraph 28 of this Lease, including eviction.
46. ENTRANCEWAYS: Tenant agrees that no property of Tenant shall be stored or
kept in the front of Tenant's entranceway without first obtaining Landlord's approval,
which Landlord may withhold in its absolute discretion. Tenant agrees that Tenant will
17
not place any plants, hanging plants or baskets, any furniture, or decorations of any kind
or nature in the front entranceway or entranceways of the demised premises without
first obtaining Landlord's approval, such approval may be withheld in Landlord's sole
discretion.
47. CONDITION OF PREMISES: Tenant accepts the condition of
the premises in "AS IS" condition.
48 .PETS AND ANIMALS: No pets of any nature, animals, cats, dogs or guard dogs
shall be allowed, kept or maintained on the leased premises at any time, with the
exception of service animals. Violation of this paragraph shall constitute a default of the
Lease.
49. TIME OF THE ESSENCE: Time of the Essence shall apply to all time
requirements as set forth in this Lease.
50. REAL ESTATE TAX AND INSURANCE STOP:
(A) Commencing with the calendar year next following the calendar year for
which the total real estate tax assessment upon Landlord's property in the building shall
reflect the completion of the building of which the Demised Premises are a part, Tenant
agrees to pay to Landlord each year on demand, "Tenant's share of excess real estate
taxes ", if any, as hereinafter described. Tenant's share of excess real estate taxes for any
such calendar year shall be an amount equal to the product obtained by multiplying the
number of square feet of gross floor area leased to Tenant (2,400 square feet) by the
excess, if any, of the "current tax per square foot" for such calendar year over the "basic
tax per square foot ". The "basic tax per square foot" shall be computed by dividing the
amount of the total real estate taxes levied on Landlord's property in the building for the
2014 calendar year by the total number of square feet of rentable ground floor area in
Landlord's property in the building (24,000 square feet) reflected in the real estate tax
assessment thereof for such calendar year. Tenant shall pay such increase within ten (10)
days after written request is made by Landlord.
(B) The Landlord will pay in the first instance all premiums for fire,
windstorm, extended coverage and liability casualty insurance upon the building
containing the Demised Premises. If the amount of the premium for such insurance shall
exceed in any lease year the amount of such insurance for the year 2014, Tenant shall pay
that portion of such excess equal to the product obtained by multiplying said excess by a
fraction the numerator of which shall be the square foot area of the Demised Premises
and the denominator of which shall be the total number of square feet of rentable
ground floor area of Landlord's property in the building, provided, however, that such
payment shall not exceed three percent (3 %) of the total annual rent paid by Tenant
during the applicable calendar year. Tenant shall pay such increased insurance premiums
within ten (10) days after written request is made by Landlord. An insurance premium bill
submitted by Landlord to Tenant shall be sufficient evidence of the amount of premium
required to be paid.
Wl
(C) In the event the Lease terminates in a month where the real estate taxes
for that current year are not known, and Tenant paid to Landlord its share of excess real
estate taxes for the previous year, then Tenant shall pay the excess real estate taxes for
the current year based upon the previous year's payment. However, Landlord shall
prorate the amount due based upon what percentage of the year Tenant was in
possession of the Demised Premises. For example, if Tenant paid $200.00 in excess real
estate taxes the prior year, and the Lease expires on June 30th of the ensuing year,
Tenant would pay $100.00 in excess real estate taxes since Tenant was in possession for
one -half of the year. Tenant shall also be charged for its prorated share of excess
insurance premiums based upon the same methodology used in computing the excess
real estate taxes. Tenant shall be billed the prorated amount for excess real estate taxes
and excess insurance premiums in the next to last month of the Lease, and Tenant shall
pay such increases with ten (10) days after written request is made by Landlord.
IN WITNESS WHEREOF, the undersigned have set their hands and seals the day and
year first above written.
Witness:
ATTEST:
Melissa Teal, Village Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
Leonard G. Rubin, Village Attorney
ICV NPB, LL
Paul Sprayregen, Managing Member
VILLAGE OF NORTH PALM BEACH
By:
William L. Manuel, Mayor
I
EXHIBIT A
to
LEASE
between
ICV BPB, LLC
and
Village of North Palm Beach
dated DeGeeP 11-2—, 2013
Boundaries and Location of Premises
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