LEASE AGREEMENT THIS LEASE AGREEMENT (the Lease Agreement ) is made and entered into as of the day of, 2018, by and between RIVER BEND COMMUNITY DEVELOPMENT DISTRICT (the District ) and RIVER BEND OF HILLSBOROUGH COUNTY HOMEOWNERS ASSOCIATION, INC. (the Association and, together with the District, collectively the Parties and each a Party ). WHEREAS, the District is the owner of certain facilities including an Amenity Center located at 2502 Dakota Rock Drive, Ruskin, Florida 33570 (the Amenity Center ); and WHEREAS, the Association is a community association serving the community of River Bend (the Community ); and WHEREAS, to better facilitate the on-site management of the Community pursuant to the terms of that certain Community Development District Systems and Facilities Administration and Maintenance Agreement between the Parties (the Maintenance Agreement ), and management by the Association of the administration of the Association Governing Documents, the District wishes to provide to the Association office space at the Amenity Center; and WHEREAS, the Parties are agreeable to a lease for that purpose on the terms set forth in this Lease Agreement; NOW THEREFORE, in consideration of the recitals set forth above and the terms and conditions provided below, the Parties agree as follows: 1. Leased Premises and Term. The District hereby leases, lets, demises and grants to the Association the right to use and occupy a defined portion of the Amenity Center as identified in the attached Exhibit A (the Leased Premises ). Additionally, the District grants to the Association the right to use, on a non-exclusive basis, the Amenity Center and the Amenity Center s related parking and common areas for ingress, egress and other uses and activities contemplated hereunder. Unless terminated pursuant to the terms of this Lease Agreement, this Lease Agreement shall commence on the date that the Maintenance Agreement is fully executed by both Parties (the Commencement Date ) for a term of one hundred twenty months (120) months (the Term ). 2. Rent. The Association covenants and agrees to pay the District rental for the Leased Premises as follows: for the period of the Term, the sum of Two Hundred Fifty Dollars and 00/100 dollars ($250.00) per month ( Rent ), along with the applicable Florida sales tax, on or before the first day of the first full calendar month of the Term and on or before the first day of each and every successive calendar month thereafter during the Term. Rent and all other sums payable by the Association to the District shall be paid to the District, without deduction or offset, at the address identified herein, or such other place as the District may hereafter specify in writing. Page 1 of 11
3. Option to Renew. So long as this Lease Agreement is in full force and effect and the Association is not in default in the performance of any of the covenants or terms and conditions of this Lease Agreement, the Association may renew this Lease Agreement for two (2) additional terms of ten (10) years (each, an Extended Term ) upon written notice to the District at any time prior to ninety (90) days preceding the expiration of the Term or Extended Term. If the Association fails to so notify the District, then this Lease Agreement shall expire on the last day of the Term or Extended Term. 4. Use of Leased Premises. The Association shall have the exclusive use of the Leased Premises as the management office for the Association. The Association shall not do or permit to be done in or around the Leased Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated, or which is prohibited by any standard form of fire insurance policy or will in any way increase the existing rate of or affect any fire or other insurance upon the Amenity Center or any of its contents or cause a cancellation of any insurance policy covering the Amenity Center or any of its contents. The Association shall not do or permit anything to be done about the Leased Premises which will in any way obstruct or impair the rights of the District in the performance of its duties and responsibilities. The Association acknowledges and agrees that any activities conducted by the Association in the Premises or Amenity Center shall not constitute an endorsement or recommendation by the District or the District s supervisors, staff, employees, representatives or agents, except for those activities and services authorized by the District to be performed by the Association pursuant to the terms of the Maintenance Agreement. 5. Access to Leased Premises. The District Manager, employees, vendors, and contractors shall have the right to enter the Leased Premises at all reasonable times for the purpose of inspecting the same, preventing waste, and making such repairs as the District may consider necessary (but without any obligation to do so except as expressly provided for herein) upon reasonable notice to the Association which shall be conducted during business hours. The Association shall determine the access of any and all other individuals accessing the Leased Premises by the Association. 6. Services. The District shall, at its expense, provide the Leased Premises with the following utilities: electricity, water, internet service, connectivity for telephone and internet/wireless service, and video surveillance (subject to the terms and conditions contained in this Lease Agreement). The Association shall supply at its expense its phone service, internet service and wireless service for the conducting of Association business and all office supplies to be used by the Association. The District shall provide janitorial services to the Amenity Center including the Leased Premises. 7. Parking. The District shall keep and maintain the Amenity Center parking areas in good condition. 8. Repairs and Maintenance. The District will, at its own cost and expense, except as may be provided elsewhere herein, make necessary repairs of damage and maintenance to the Page 2 of 11
Amenity Center including but not limited to the Leased Premises, and any associated furnishings and equipment provided by the District, unless any such damage is caused by acts or omissions of the Association or the Association s agents, employees, vendors, or contractors, in which event the Association will bear the cost of such repairs. The Association agrees to exercise due care not to injure the Leased Premises or the Amenity Center but will maintain the Leased Premises in a clean, attractive condition and in good repair, except as to damage to be repaired by the District as provided above. Upon termination of this Lease Agreement, the Association will surrender and deliver the Leased Premises to the District in the same condition in which it existed at the commencement of the Lease Agreement, excepting only ordinary wear and tear and damage arising from any cause not required to be repaired by the Association. This Paragraph shall not apply in the case of damage or destruction by fire or other casualty which is covered by insurance maintained by the District on the Amenity Center. 9. Alterations and Improvements. The Association agrees to exercise all due care with respect to any furnishings, equipment or other property owned by the District and shall promptly notify the District of any problems associated with any of the furnishings, equipment, or other property owned by the District. The District shall have no responsibility to provide any additional furnishings, equipment or property at the Leased Premises. The Association shall install no interior partitions or finishes, and shall make no alterations, additions, or improvements to the Leased Premises without the prior written approval of the District. The District reserves the right to have final approval of the contractors hired by the Association. All alterations, additions, or improvements, whether temporary or permanent in character, made in or upon the Leased Premises, either by the District or the Association, shall be the District s property and at the end of the Term and any Extended Terms hereof shall remain in or upon the Leased Premises without compensation to the Association. If, however, the District shall so request in writing, the Association will, prior to termination of this Lease Agreement, remove any and all alterations, additions, and improvements placed or installed by the Association in the Leased Premises, and will repair any damage caused by such removal. All of the Association s furniture, movable trade fixtures, desks, overhead cabinets, personal property, real property, operating supplies, and equipment at the Amenity Center may be removed by the Association at the termination of this Lease Agreement and if not so removed shall, at the option of the District, become the property of the District. 10. Indemnity. The Association shall indemnify the District and hold it harmless from suits, actions, damages, liability and expenses in connection with loss of life, bodily or personal injury or property damage, including attorney s fees, arising from or out of any occurrence in the Leased Premises, or occasioned wholly or in part by any act or omission of the Association or the Association s agents, contractors, employees, invitees, or licensees, except where such claim is predicated upon the negligence of the District. However, this Section does not pertain to any incident resulting solely from the negligence of the District or its agents or employees. 11. Damage by Fire or the Elements. In the event the Leased Premises or the Amenity Center are destroyed or rendered wholly untenantable by fire, storm, earthquake or other casualty not caused by the negligence of the Association, this Lease Agreement shall terminate from such time except for the purpose of enforcing rights that may have then accrued hereunder. The Rent Page 3 of 11
provided for herein shall then be accounted for by and between the District and the Association up to the time of such injury or destruction of the Leased Premises at the Amenity Center, with the Association paying Rent due up to such date and the District refunding any Rent collected that would be applied after such date. Should a portion of the Leased Premises be rendered untenantable, the District shall repair such injured or damaged. In the event that the District exercises its right to repair such untenantable portion, the Rent shall abate in the proportion that the damaged parts bear to the whole Leased Premises, and such part so damaged shall be restored by the District as speedily as practicable, after which the payment of full Rent by the Association shall recommence and the Lease Agreement shall continue according to its terms. 12. Compliance with Rules and Regulations. The Association shall faithfully observe and comply with the rules and regulations of the District regarding the use of the Amenity Center, as well as all applicable laws and ordinances and the orders, rules, regulations and requirements of all governments and entities having jurisdiction, as such laws, rules and regulations may be amended from time to time, 13. Signs and Advertising. The Association may place upon the exterior facade of the Amenity Center an identification sign approved by the District identifying it as the location of the Homeowners Association s office and the management company of the Association. 14. Default. The District, at its election, may exercise any one or more of the options referred to below upon the happening or at any time after the happening of any one or more of the following events, to-wit: (A) Events of default: 1. The Association s failure to pay Rent for a period of sixty (60) days after written notice by the District of its failure to do so; 2. The Association s failure to observe, keep or perform any of the other terms, covenants, agreements or conditions of this Lease Agreement or of any rules or regulations of the District for a period of sixty (60) days after written notice by the District of such failure(s); 3. The bankruptcy of the Association; 4. The Association making an assignment for the benefit of creditors; 5. A receiver or trustee being appointed for the Association or a substantial portion of the Association s assets; 6. The Association s voluntary petitioning for relief under, or otherwise seeking the benefit of, and bankruptcy, re-organization, arrangement or insolvency law; Page 4 of 11
7. The Association ceases to operate as a homeowners association pursuant to Chapter 720, Florida Statutes. In the event of any of the foregoing happenings, the District may exercise any one or more of the following options, the exercise of any of which shall not be deemed to preclude the exercise of any others herein listed or otherwise provided by statute or general law at the same time or in subsequent times or action: (B) Options: 1. Immediately terminate the Association s right to possession under the Lease Agreement and reenter and retake possession of the Leased Premises; 2. Declare this Lease Agreement to be immediately terminated, ended and null and void, and reenter and take possession of the Leased Premises whereupon all right, title and interest of the Association in the Leased Premises shall end; 3. If the District elects to terminate this Lease Agreement per section 14 paragraphs B1 or B2 the District shall provide the Association with six (6) months from written notice of its intent to terminate to permit the Association time to relocate and find a new office facility location. The Association shall have no obligation or liability to pay for any rent beyond the date of vacating the Lease Premises. It is understood that nothing in this Lease Agreement shall prevent the Association from removing its furniture, movable trade fixtures, desks, overhead cabinets, personal property, real property, operating supplies, equipment, records or other possessions from the Leased Premises and the Amenity Center complex in an event of default and the District shall have no right or claim to any of the Association s personal or real property. No reentry or retaking possession of the Leased Premises by the District shall be construed as an election to terminate this Lease Agreement, unless a written notice of such intention is given to the Association. Nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any Rent due to the District hereunder or of any damages accruing to the District by reason of the violations of any of the terms, provisions, and covenants herein contained; however, the Association shall have no obligation or liability to pay for any rent beyond the date of vacating the Lease Premises.. The District s acceptance of Rent following any event of default hereunder shall not be construed as the District s waiver of such default. No forbearance by the District of action upon any violation or breach of any of the terms, provisions, and covenants herein contained shall be deemed or construed to constitute a waiver of the terms, provisions, and covenants herein contained. Forbearance by the District to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of any of the Page 5 of 11
violation or default. Legal actions to recover for loss or damage that the District may suffer by reason of termination of this Lease Agreement shall include the expense of repossession and any repairs or remodeling undertaken by the District following repossession. Time is of the essence with respect to this Lease Agreement. 15. Termination. Either Party may terminate this Lease Agreement upon the majority vote of its respective board by providing written notice to the other Party pursuant to the terms of this Lease Agreement and subject to the following conditions: (a) (b) (c) If the District elects to terminate this Lease Agreement without or with cause, it must provide the Association with six (6) months advance written notice of its intent to terminate to permit the Association time to relocate and find a new office facility location. If the Association elects to terminate this Lease Agreement with or without cause, it must provide the District with thirty (30) days advance written notice of its intent to terminate. The District must provide the Association with six (6) months occupancy of the Leased Premises after notice of intent to terminate to permit the Association time to relocate and find a new office facility location. Upon the termination of this Lease Agreement by the District without cause, the District shall be obligated to pay to the Association the sum of Fifteen Thousand and 00/100 dollars ($15,000.00) as a termination fee. Upon the termination of the Lease Agreement pursuant to this Section, or due to the expiration of the Term and any Extended Terms, the Association shall surrender the Leased Premises to the District in clean condition and free of material defects, except for ordinary wear and tear. 16. Security Cameras. It is understood and agreed that during the Term, security cameras shall be placed and maintained within the Amenity Center and the Leased Premises. The District shall be responsible for maintaining the security cameras and related equipment and systems and shall ensure that all recorded data is secured on a separate system. The District s Board of Supervisors and the Association s Board of Directors will each appoint one individual to serve as a security liaison and access to the recorded data shall only be permitted to the two security liaisons and only when both are present, except in case of emergency. Each Party shall notify the other Party if its appointed security liaison has changed. No data or recordings maintained on the recorded equipment shall be deleted or destroyed without notification to and approval by both the District and the Association. 17. Controlling Law and Venue; Attorney s Fees. This Lease Agreement shall be construed and interpreted according to the laws of the State of Florida. The Parties agree to venue in Hillsborough County, Florida, for the resolution of any dispute, whether brought in or out of court, arising out of this Lease Agreement. In the event it shall become necessary for either Party at any time to institute any legal action or proceedings of any nature for the enforcement of this Page 6 of 11
Lease Agreement, the non-prevailing Party agrees to pay all reasonable court costs and attorneys fees incurred by the prevailing Party. 18. Quiet Enjoyment. Provided the Association has performed all of the terms, covenants, agreements, and conditions of this Lease Agreement, including the payment of Rent and all other sums due hereunder, the Association shall peaceably and quietly hold and enjoy the Leased Premises. 19. Notices. Any notice or document required to be delivered hereunder must be in writing and shall be deemed to have been given, delivered or made when (i) delivered by personal delivery; (ii) ten (10) business days after having been deposited in the U.S. Mail, postage prepaid, certified or registered, return receipt, or (iii) ten (10) business days after having been deposited with an expedited overnight courier service, addressed to the Parties hereto at the respective addresses set out opposite their names below, or at such other address as they may hereafter specify by written notice delivered in accordance herewith: River Bend Community Development District River Bend of Hillsborough County Homeowners Association, Inc. 20. Force Majeure. Whenever a period of time is herein prescribed for action to be taken by the District, the District shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, theft, fire, public enemy, injunction, court order, requisition of other governmental body or authority, war, governmental laws, regulations or restrictions, or any other causes of any kind whatsoever which are beyond the control of the District. 21. Severability. If any clause or provision of this Lease Agreement is illegal, invalid, or unenforceable under laws effective during the Term, then it is the intention of the Parties hereto that the remainder of this Lease Agreement shall not be affected thereby. 22. Corporate Tenancy and Authorization. The undersigned officer of the Association hereby warrants and certifies to the District that the Association is a corporation in good standing and is authorized to do business in the State of Florida. By execution below, the undersigned hereby warrant and certify that they have been duly authorized and empowered by the appropriate body or official of their respective entity to execute this Lease Agreement, and that their respective Parties have complied with all the requirements of law and have full power and authority to comply with the terms and provisions of this instrument. 23. Amendments. This Lease Agreement contains the entire agreement between the Parties hereto and may not be altered, changed, or amended, except by instrument in writing signed Page 7 of 11
by both Parties. No provision of this Lease Agreement shall be deemed to have been waived by the Association and the District unless such waiver is in writing signed by the Association and the District, nor shall any custom or practice which may grow up between the Parties in the administration or the provisions hereof be construed to waive or lessen the right of the Association or the District to insist upon the performance by the parties in strict accordance with the terms hereof. The terms, provisions, covenants, and conditions contained in this Lease Agreement shall apply to, inure to the benefit of, and be binding upon the Parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease Agreement may not be assigned by the District or the Association without the prior written consent of the other Party. Any purported assignment without the prior written consent of the other Party shall be void. 24. Radon Disclosure. As required by Section 404.056(8), Florida Statutes, the District hereby notifies the Association as follows: 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. 30. Sovereign Immunity. Nothing in this Lease Agreement shall be deemed as a waiver of immunity or limitation of liability of the District beyond any statutory limited waiver of immunity or limitation of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or any other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be Page 8 of 11 25. Recording. This Lease Agreement shall be recorded in the public records. 26. Hazardous Materials. The Association shall not keep on the Leased Premises any item of a dangerous, flammable or explosive character that might unreasonable increase the danger of fire or explosion on the Leased Premises or that might be considered hazardous by any responsible insurance company. 27. No Third Party Beneficiaries. This Lease Agreement is solely for the benefit of the Parties hereto and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal Party hereto. Nothing in this Lease Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Parties hereto any right, remedy or claim under or by reason of this Lease Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the Parties hereto and their respective representatives, successors and assigns. 28. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. 29. Headings. The headings in this Lease Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of the provisions hereof.
barred under the doctrine of sovereign immunity or by operation of law. 31. Prohibition Against Liens. Nothing contained in this Lease Agreement creates a right in the Association to permit any construction or mechanic liens to encumber the Leased Premises. The Parties acknowledge that the District, as a local unit of special-purpose government, is not subject to the lien provisions of Chapter 713, Florida Statutes. The District expressly prohibits the imposition or creation of any lien and nothing contained herein should be deemed to constitute consent by the District to the creation of any such lien on the fee simple title to the Leased Premises. Any lien, to the extent such lien may be imposed under Florida law and without acknowledging that such right may or may not exist, shall apply only to the Association s leasehold interest in the Leased Premises and not to the fee simple interest of the District. In the event a lien is filed, within thirty (30) days following the imposition of any such lien, the Association shall cause such lien to be released of record by payment. The District shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by the District and all expenses incurred by it in connection therewith, including reasonable attorney s fees and costs, shall be payable to the District by the Association on demand. IN WITNESS WHEREOF, the undersigned have hereunto executed this Lease Agreement. Signed, sealed and delivered in the presence of: Witness Witness RIVER BEND COMMUNITY DEVELOPMENT DISTRICT Signature By: Printed Name Its: Title Date: RIVER BEND OF HILLSBOROUGH COUNTY HOMEOWNERS ASSOCIATION, INC. Witness Witness Signature By: Printed Name Page 9 of 11
Its: Title Date: Page 10 of 11
Page 11 of 11