LEASE AGREEMENT BETWEEN THE CITY OF FORT WALTON BEACH, FLORIDA AND VENTURE HIVE, LLC

Transcription

1 LEASE AGREEMENT BETWEEN THE CITY OF FORT WALTON BEACH, FLORIDA AND VENTURE HIVE, LLC This Lease Agreement ( Lease or Agreement ) is made between the City of Fort Walton Beach, Florida, a municipal corporation, with its principal place of business at 107 Miracle Strip Parkway SW, Fort Walton Beach, Florida 32548, ( City ), and Venture Hive, LLC ( Lessee ), with its principal address of 1010 NE 2 nd Ave., Miami, Florida Description of Leased Premises and Contingency The City hereby leases to the Lessee the property and improvements situated at 139 Brooks Street SE ( Premises ) and more fully described in Exhibit A. 2. Use and Occupancy The Lessee shall use and occupy the premises for office space, conference space, and other uses generally used to house a Business Accelerator & Incubator Program and any other associated services associated with the Accelerator & Incubator Program within the City of Fort Walton Beach s Community Redevelopment Agency ( CRA ) District to draw and retain new businesses to create jobs, add residents to the City and boost the economic vitality of the CRA. 3. Term of Lease The Premises is leased for a term of two (2) years ( Initial Term ) to commence upon May 1, 2015 and to end at midnight on September 30, 2017, unless renewed or terminated at an earlier time and date as this Lease may provide and as agreed upon by all parties. 4. Option to Renew After the initial two (2) year lease term, it shall be determined by the CRA Board of Commissioners whether the Lessee may remain on the Premises. The option to renew the Lease will be dependent on the direction of the CRA and the timeline of the implementation of the Landing Master Plan. If the option to renew is granted by the CRA, the Lease shall be renewed in one (1) year terms until time when a decision is made as to what will occur with the Premises. The other terms of this Lease notwithstanding, at least ninety (90) days prior to the date of termination of any term, either party to this Agreement may notify the other party, in writing, of its intent to renew this lease or to terminate this lease. The City shall have the option to terminate this lease without cause or at its sole discretion with sixty (60) days written notice. 5. Lease Rate Lessee agrees to pay rent at the rate of $1, per month ($12, per year), plus applicable sales tax, if any to the City. Payments received on or after the 10th day of each month shall be subject to a 5% late fee

2 The lease rate is set as such to cover the projected costs to renovate the existing building to allow the Lessee to move in, and is prorated over the two (2) year period of this Lease. 6. Notice and Place for Payment of Rent The Lessee shall pay the rent directly to the City. Any notice by either party to the other shall be in writing and shall be deemed to have been duly given only if delivered personally or sent by registered or certified mail in an addressed postpaid envelope. If to the City, notice shall be sent to City Manager, 107 Miracle Strip Parkway SW, Fort Walton Beach, Florida If to the Lessee, notice shall be sent to Venture Hive, LLC, Attn: Susan Amat, 1010 NE 2 nd Avenue, Miami, FL Notice shall be deemed to have been duly given, if delivered personally, upon delivery, and if mailed, on the third (3) day after the mailing of such notice. 7. Improvements and Maintenance Landlord will make repairs to the roof, the interior electrical system, and paint the exterior of the building. All interior renovations and other maintenance, repairs, or improvements to the Premises shall be the responsibility of the Lessee. 8. Maintenance, Repair, and Inspection of Premises The Lessee shall maintain and make all necessary repairs to the Premises that will continue the Premises in the same or similar condition as it is on the date of acceptance, including any repairs made by the City. The Lessee shall maintain the Premises in accordance with all laws and regulations pertaining to the Premises. Lessee shall be responsible for any and all improvements, upgrades, or repairs needed to the Premises during the Initial Term or any renewals of this Lease. 9. Insurance on Premises a. Liability & Property Insurance The Lessee shall, during the entire term of this lease, keep in full force and effect a policy of liability insurance covering the Premises and all activities conducted thereon, in which the limits of liability shall be no less than the standard insurance requirements provided herein in effect by the Lessee on the date of execution of this Agreement. Such insurance policy shall be in effect prior to construction and shall name the City as an additional insured, and shall contain a clause that the insurer will not cancel coverage on the property for term of the lease. b. Insurance: The Lessee will provide evidence of insurance coverage at each renewal anniversary. Proof of insurance shall be submitted to City every year or at the renewal time of the policy. All insurance required will be provided by a company licensed to do business in the State of Florida and with an A.M. best rating of at least A-. The Lessee will provide a copy of the Insurance Certificate containing coverage indicated below and listing the City as an additional insured prior to the start of any lease term or renewal. i. Workers Compensation Coverage A In conformity with Florida Statutes Coverage B $500,000/$500,000/$500,

3 ii. General Liability Each occurrence for Bodily Injury/Property Damage $1,000,000 Annual Aggregate for Bodily Injury/Property Damage $2,000,000 This coverage shall include the following provisions: * The City shall be an additional insured. * The policy shall not be cancelled. *Any coverages which are eliminated, restricted or reduced to less than what is commonly provided by standard I.S.O. forms must be indicated. iii. Business Auto Liability covering all owned, non-owned, and hired vehicles with a combined Single Limit of not less than $1,000,000 for Bodily Injury and Property Damage. This coverage shall include the following provisions: * The City shall be an additional insured. * The policy shall not be cancelled. iv. Umbrella Liability providing not less than $1,000,000 excess coverage shall be included for the above underlying General Liability, Business Auto, and Workers Compensation Employers Liability Coverages. This coverage shall include the following provisions: * The City shall be an additional insured. * The policy shall not be cancelled. 10. Default Lessee shall be in default hereunder if: (a). Lessee fails to timely pay rent or any other payment under this Lease and if such defaults are continued for more than fourteen (14) days, including weekends, after notice in the manner prescribed below; (b). Lessee fails to observe or perform any of the terms, covenants, and/or conditions of this Agreement and if such default shall continue for more than seven (7) days after written notice. (c). Lessee becomes insolvent, files bankruptcy or discontinues its business operations. Indemnification 11. Indemnification The Lessee will indemnify, defend, and hold harmless the City from and against all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, on, or at the Premises caused wholly or in part by any negligent act or willful misconduct of the Lessee, the Lessee's agents, - 3 -

4 employees, invitees, customers or any other persons. The Lessee shall indemnify the City for damages the City incurs on the Premises arising from the negligence or intentional acts of the Lessee. 12. Sovereign Immunity Except as expressly set forth in this Lease, nothing herein shall be deemed to be a waiver by the City of its rights to sovereign immunity, and the City specifically reserves all its rights as set forth in Florida Statute Radon Gas Notification Pursuant to Florida Statutes (5) you are hereby given the following notice: 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 public health unit. 14. Default If the Lessee defaults in the payment of rent or in the performance of any of the other covenants or conditions of this Agreement, the City shall give the Lessee notice of that default. If the Lessee does not cure any default within thirty (30) days of the notice, or otherwise on or before the date required by the City but being at least thirty (30) days, then the City may terminate this lease with not less than thirty (30) days' written notice to the Lessee. On the date specified in the notice of termination, the term of this lease shall terminate and the Lessee shall then quit and surrender the Premises to the City and all rents shall be prorated as stated above. This provision shall not limit the City's right to seek any other available remedy allowed by law. 15. Effect of Failure to Insist on Strict Compliance with Conditions The failure of either party to insist on strict performance of any covenant or condition of this Agreement, or to exercise any option contained in this Agreement, shall not be construed as a waiver of that covenant, condition, or option in any other instance. 16. Entire Agreement This Lease sets forth all the promises, agreements, conditions, and understanding between City and Lessee relative to the Premises. There are no other promises, agreements, conditions, or understanding, either oral or written, between them. No changes or modifications shall be made to this lease unless made in writing and signed by all parties. 17. Peaceful Enjoyment The City covenants that if and so long as the Lessee pays the rent as provided in this Lease and performs the covenants of this Lease, the Lessee shall peaceably and quietly have, - 4 -

5 hold, and enjoy the premises as set forth herein for the term mentioned and subject to the provisions of this Agreement. 18. Estoppel Certificate The Lessee will from time to time on not less than ten (10) days prior request by the City, deliver to the City a statement in writing certifying (a) that this lease is unmodified and in full force and effect; (b) the dates to which the rent and other charges have been paid; and (c) that the City is not in default under any provision of this lease. 19. Miscellaneous a. Section Headings The section headings in this lease are intended for convenience only and shall not be taken into consideration in any construction or interpretation of this lease or any of its provisions. b. Florida Law/Waiver of Jury Trial This lease will be governed by the laws of the State of Florida, as to both interpretations and performance. Venue for the enforcement of or any disputes arising from this lease shall be in Okaloosa County, Florida. Both parties do hereby knowingly agree and waive their right to trial by jury. c. Attorneys Fees In case suit should be brought for recovery of the Premises or for any sum due hereunder, or because of any act which may arise out of the possession of the Premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable attorney s fee. d. Time is of the Essence The parties agree that time is of the essence in the performance of this lease and all obligations created herein. e. Assignment The rights and benefits of Lessee under this Agreement shall be non- transferable. f. Force Majeure Failure of a party to observe or perform its obligations hereunder shall not be deemed default or breach hereof if such failure is the result of fire, explosion, flood, strike, riot, communications or power supply failure, delay in delivery, failure or malfunction of equipment, or other cause beyond the reasonable control of the party. 20. Severability If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision, it would - 5 -

6 become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 21. Waiver. The failure of either party to enforce any provisions of this Lease shall not be construed as a waiver or limitation of that party s right to subsequently enforce and compel strict compliance with every provision of this Lease. 22. Execution in Multiple Counterparts. This Lease may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. 23. Ambiguity of Terms. In the event that a dispute arises regarding this Lease and it is either contended or determined that an ambiguity exists as to any term in this Lease, such ambiguity shall not be construed in favor of or against any party to this Lease. 24. Entire Agreement and Amendment. This Lease contains the entire agreement between the Parties hereto regarding the subject matter hereof and supersedes all other prior written or verbal agreements (if any) concerning the subject matter hereof. This Lease may not be amended, modified, or changed in any respect except by an agreement in writing signed by the parties., 2015 Dated Venture Hive, LLC: By: Its: Witness Printed Name: Witness Printed Name: Before me, the undersigned notary, on the day of 2015, personally appeared, in his/her representative capacity of, who is personally known to me or has produced identification: Notary Public - 6 -

7 , 2015 Dated City of Fort Walton Beach Attest: By: Michael G. Anderson, Mayor City Clerk Before me, the undersigned authority, on the day of 2015, personally appeared Michael G. Anderson and Kim Barnes, in their representative capacity as the City Mayor and the City Clerk, did execute this instrument in the name of the City of Fort Walton Beach, Florida. Notary Public Witness Printed Name: Witness Printed Name: Prepared by, and approved as to form and legal sufficiency by: Hayward Dykes, Jr., Esq. Conerly, Bowman & Dykes, LLP Post Office Box Legendary Drive, Suite 200 Destin, FL Attorney for City of Fort Walton Beach - 7 -

8 Exhibit A - 8 -