The URL can be used to link to this page

070-Orchid CellmarkV 0 C H, I D 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 X 4390 US Route One C- Princeton, NJ 08540 609.750.2200 609.750.6405 fax co g N 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 O � V C6 X CL r- ORCHID CELLMARK, INC./CITY OF SANFORD LEASE AGREEMENT co cD .......... 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 X C�- 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' co 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 , c� } 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. �.a co C> Q 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: b ) --- I - Orchid Cell k, Inc. William J. Thomas, VP & General Counsel Date: September 24, 2008 LANDLORD: Robert Yehl City Manager, City of Sanford, Florida ATTEST: � �-�i � . anet R. Dougherty CITY CLERK 0 ICY r ._ co 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 LO Iky LL t-- S.3 J C'�I