HomeMy WebLinkAbout070-Orchid CellmarkV
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October 1, 2008
Mr. Robert (Sherman) Yehl
City Manager
City of Sanford
PO Box 1788
Sanford, FL. 32772
RE: Lease Agreement
Dear Mr. Yehl:
Attached find an original document executed by William J
Counsel.
Orchid Cellmark Inc
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4390 US Route One
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Princeton, NJ 08540
609.750.2200
609.750.6405 fax
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Thomas, Vice President and General
Please return a copy of the fully executed contract to my attention.
Best regards,
n
Denise A. NaCyska
Executive Assistant
Legal Department
Orchid Cellmark Inc.
4390 Route #1 North
Princeton, NJ 08540
dmalyskaa-orchid.com
Phone: 609 - 750 -6439
Fax: 609 - 750 -6405
attachment
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ORCHID CELLMARK, INC./CITY OF SANFORD
LEASE AGREEMENT
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This Lease Agreement (Agreement) is entered into as of October 1, 2008
(Commencement Date), between the Orchard Cellmark, Inc (Tenant) and the City of
Sanford, Florida (Landlord).
WITNESSETH:
SECTION 1. PREMISES Subject to the terms hereof, and to zoning and restrictions of
record, and in consideration of the mutual benefits and obligations set forth hereafter,
Landlord leases to Tenant and Tenant leases from Landlord the Premises located in
Seminole County, Florida, more particularly described as follows (the "Premises "):
Approximately five hundred and seventy square feet of the first floor
(Steamboat Landing Conference Room) located at 300 N. Park Avenue, Sanford,
located in Seminole County, Florida.
SECTION 2. TERM. This Agreement shall be for a term commencing upon the
Commencement Date and expiring December 31, 2008; provided, however, that the
parties may extend this Agreement for an additional term or additional terms under said
terms, conditions and provisions as may be mutually agreed by the parties.
SECTION 3. RENT. Tenant shall pay to Landlord during the term of this Agreement, a
per use Rent in the amount of $30.00 without demand, reduction or set -off (the "Rent ").
The Landlord shall provide electric, water and sewer services to the Premises. Rent will
be billed on a monthly basis and due within 15 days of invoice.
SECTION 4 . USE. Tenant shall use and occupy the Premises only for genetic testing
services required under State of Florida Contract Number CGT08 and for activities
normally related thereto. Tenant shall not perform any acts on the Premises that would
generate noxious odors or annoying noises. Tenant shall have use of this area each
Monday and Wednesday from 12:30 PM to 3:30 PM except for any legal City holiday or
emergency closing of City Hall.
SECTION 5. HAZARDOUS SUBSTANCES. Tenant shall not use, store, generate, dispose
of, release or otherwise handle or possess any hazardous substance on or about the
Premises. Should Tenant violate this provision, then Tenant shall indemnify, defend, and
hold Landlord harmless from all claims, charges, penalties, fines, liabilities, costs
(including clean -up costs), and all other obligations and expenses arising directly or
indirectly from such violation.
SECTION 6. INDEMNIFICATION The City is protected by sovereign
immunity. The Tenant shall indemnify, defend and save the Landlord harmless, to the
extent and limits of Section 768.28, Florida Statutes, from and against all claims,
demands, obligations, liabilities, penalties, fines, charges, costs and expenses, including,
Orchid Cellmark Lease Agreement • Page 1/ 4
SECTION 7. LIABILITY FOR LOSS OF PERSONAL PROPERTY. All personal property
placed or moved in the Premises shall be at the risk of Tenant. Landlord shall not be
liable for any damage to person or to property occurring on the Premises or related to
Tenant's use thereof including, but not limited to, damages arising from the bursting or
leaking of water pipes.
SECTION 8 . ALTERATIONS. Tenant shall not make any alterations to the Premises.
SECTION 9. ACCESS TO PREMISES. Landlord may enter the Premises at any time for
the protection or preservation of the Premises.
SECTION 10. COST OF COLLECTION AND ATTORNEY'S FEES. In the event of legal
proceedings between the parties, the prevailing party in such proceedings shall be entitled
to have its costs and attorneys' fees, including costs and attorneys' fees for appellate
proceedings, paid by the non - prevailing party.
SECTION 11. LIENS Tenant agrees to keep the Premises free and clear of any lien or
encumbrance of any kind whatsoever created by Tenant's acts or omissions and Tenant
shall indemnify and defend, to the extent and limits permitted by law, Landlord against
any claim or action brought to enforce any lien imposed on the Premises because of
Tenant's negligent act or omission.
SECTION 12 WAIVER. No act of a party shall be deemed a waiver of any of the
party's rights hereunder, unless such waiver is specifically made in writing. A party's
forbearance to enforce any rights hereunder or to exercise any available remedy, or to
insist upon strict compliance herewith, shall not be deemed a waiver or forfeiture of such
rights, remedies or strict compliance, nor shall such forbearance stop the party from
exercising any available rights or remedies or from requiring strict compliance in the
future. Landlord's acceptance of any late or inadequate performance including, but not
limited to, late or insufficient payments of Rent, shall not constitute a waiver or forfeiture
of Landlord's right to treat such performance as an event of default or to require timely
and adequate performance in the future.
SECTION 13. NOTICES. All notices or other communication required or permitted to
be given pursuant to this Agreement shall be in writing and shall be construed as properly
given if mailed by registered or certified mail with return receipt requested. It is agreed
Orchid Cellmark Lease Agreement • Page 21 4
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but not limited to, attorney's fees, costs and expenses for the defense thereof, arising
from occurrences on or about the Premises and from the Tenant's negligent activities'
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thereon. Should claim be brought against the Landlord or the Landlord be made a party to
any action relating to the Premises, then the Tenant shall reimburse the Landlord for all
attorney's fees, costs and expenses incurred by the Landlord in connection with the claim
or action. The Tenant shall provide premises and property liability insurance acceptable
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to the Landlord and naming the Landlord as an additional insured (and provide proof
thereof) with coverage limits in an amount of no less than $1,000,000.00 combined single
limit.
SECTION 7. LIABILITY FOR LOSS OF PERSONAL PROPERTY. All personal property
placed or moved in the Premises shall be at the risk of Tenant. Landlord shall not be
liable for any damage to person or to property occurring on the Premises or related to
Tenant's use thereof including, but not limited to, damages arising from the bursting or
leaking of water pipes.
SECTION 8 . ALTERATIONS. Tenant shall not make any alterations to the Premises.
SECTION 9. ACCESS TO PREMISES. Landlord may enter the Premises at any time for
the protection or preservation of the Premises.
SECTION 10. COST OF COLLECTION AND ATTORNEY'S FEES. In the event of legal
proceedings between the parties, the prevailing party in such proceedings shall be entitled
to have its costs and attorneys' fees, including costs and attorneys' fees for appellate
proceedings, paid by the non - prevailing party.
SECTION 11. LIENS Tenant agrees to keep the Premises free and clear of any lien or
encumbrance of any kind whatsoever created by Tenant's acts or omissions and Tenant
shall indemnify and defend, to the extent and limits permitted by law, Landlord against
any claim or action brought to enforce any lien imposed on the Premises because of
Tenant's negligent act or omission.
SECTION 12 WAIVER. No act of a party shall be deemed a waiver of any of the
party's rights hereunder, unless such waiver is specifically made in writing. A party's
forbearance to enforce any rights hereunder or to exercise any available remedy, or to
insist upon strict compliance herewith, shall not be deemed a waiver or forfeiture of such
rights, remedies or strict compliance, nor shall such forbearance stop the party from
exercising any available rights or remedies or from requiring strict compliance in the
future. Landlord's acceptance of any late or inadequate performance including, but not
limited to, late or insufficient payments of Rent, shall not constitute a waiver or forfeiture
of Landlord's right to treat such performance as an event of default or to require timely
and adequate performance in the future.
SECTION 13. NOTICES. All notices or other communication required or permitted to
be given pursuant to this Agreement shall be in writing and shall be construed as properly
given if mailed by registered or certified mail with return receipt requested. It is agreed
Orchid Cellmark Lease Agreement • Page 21 4
that notice so mailed shall be reasonable and effective upon the expiration of three
business days after its deposit. Notice given in any other manner shall be effective only if
and when received by the addressee. For purposes of notice, the addresses of the parties
shall be the address as follows:
Orchid Cellmark, Inc.
City Manager
Legal Department
City of Sanford
4390 US Route One North
300 N. Park Avenue
Princeton, NJ 08540
Sanford, FL 32771
SECTION 14. APPLICABLE LAWNENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. Venue shall be in the
Eighteenth Judicial Circuit Court in and for Seminole County, Florida
SECTION 15. SURVIVABILITY. The parties agree that all of Tenant's indemnities,
representations and warranties made herein, shall, to the extent and limits permitted by
law, survive the termination or expiration of this Agreement and that the termination or
expiration hereof shall not release Tenant from any accrued, unfulfilled or unsatisfied
liabilities or obligations.
SECTION 16 MERGER. No prior or present agreements or representations shall be
binding upon the parties hereto unless incorporated in this Agreement. No modification
or change in this Agreement shall be valid or binding upon the parties unless a writing is
executed by the parties to be bound thereby.
SECTION 17 SEVERABILITY. If any provision of this Agreement should be in conflict
with any public policy, statute or rule of law, or is otherwise determined to be invalid or
unenforceable, then such provision shall be deemed null and void to the extent of such
conflict, but without invalidating the remaining provisions.
SECTION 18 T IME PERIODS. Time is of the essence in this Agreement. Any reference
herein to time periods of less than six days shall exclude Saturdays, Sundays and legal
holidays; and any time period provided for herein that ends on a Saturday, Sunday or
legal holiday shall extend to 5:00 PM of the next full business day.
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Orchid Cellmark Lease Agreement • Page 3/ 4
S ECTION 19. RE CORDING. This Agreement shall not be recorded in the Land Records
of Seminole County.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
on the date stated.
Witnesses:
Witness #1
Witness # 2
TENANT:
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Orchid Cell k, Inc.
William J. Thomas, VP & General Counsel
Date: September 24, 2008
LANDLORD:
Robert Yehl
City Manager, City of Sanford, Florida
ATTEST:
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anet R. Dougherty
CITY CLERK
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Orchid Cellmark Lease Agreement • Page 4/ 4
MARSH CERTIFICATE OF� INSURANCE CERTIFICATE NUMBER
CERTIFICATE
f V /`l l V I l�! 3 R [�!rr NYC- 003007520 -01
PRODUCER
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
MARSH USA INC.
NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
44 WHIPPANY ROAD
POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
P.O. BOX 1966
AFFORDED BY THE POLICIES DESCRIBED HEREIN.
MORRISTOWN, NJ 07962 -1966
COMPANIES AFFORDING COVERAGE
COMPANY
101204 - -ALL-
A Federal Insurance Company
INSURED
COMPANY
ORCHID CELLMARK INC.
B N/A
4390 US ROUTE ONE
PRINCETON, NJ 08540
COMPANY
C NIA
COMPANY
D
COVERAGES This Certificate supersedes and replaces any previously issued certificate for the policy period noted below. 1
THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE
BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR
TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MM /DD/YY)
POLICY EXPIRATION
DATE (MM /DDIYY)
LIMITS
A
LIABILITY
35837121
09/01/07
11/01/08
GENERAL AGGREGATE
$ 2,000,000
MMERCIAL GENERAL LIABILITY
PRODUCTS - COMP /OP AGG
$
CLAIMS MADE � OCCUR
PERSONAL & ADV INJURY
$
IGENERAL
EACH OCCURRENCE
$ 1,000,000
NER'S & CONTRACTOR'S PROT
FIRE DAMAGE (Any one fire)
$
MED EXP (Any one person)
$ 25,000
AUTOMOBILE
LIABILITY
i
COMBINED SINGLE LIMIT
$
ANY AUTO
BODILY INJURY
$
ALL OWNED AUTOS
(Per person)
SCHEDULED AUTOS
BODILY INJURY
$
HIRED AUTOS
(Per accident)
NON -OWNED AUTOS
PROPERTY DAMAGE
$
GARAGE LIABILITY
j
AUTO ONLY - EA ACCIDENT
$
OTHER THAN AUTO ONLY:
ANY AUTO
EACH ACCIDENT
$
AGGREGATE
$
EXCESS LIABILITY
EACH OCCURRENCE
$
AGGREGATE
$
UMBRELLA FORM
$
OTHER THAN UMBRELLA FORM
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
-
TORY LIMITS ER
EL EACH ACCIDENT
$
THE PROPRIETOR/ INCL
PARTNERS /EXECUTIVE
OFFICERS ARE: EXCL
EL DISEASE- POLICY LIMIT
$
EL DISEASE -EACH EMPLOYEE
$
OTHER
DESCRIPTION OF OPERATIONS /LOCATIONSIVEHICLES /SPECIAL ITEMS
Re: Lease of Steamboat Landing Conference Room for the term of October 1, 2008 until December 31, 2008 located on the first floor at 300 N. Park Avenue
in Sanford in Seminole County, Florida.
The City of Sanford is additional insured as their interest may appear.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 'p DAYS WRITTEN NOTICE TO THE
City Manager
City of Sanford
300 N. Park Avenue
CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR THE
Sanford, FL 32771
ISSUER OF THIS CERTIFICATE.
AUTHORIZED REPRESENTATIVE
of Marsh USA Inc.
BY: Joanne M. Kowalczyk
MM1(3 102) VALID AS OF:09/26/08
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