Item M4BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: April 15, 2009 Division: CouM Administrator
Bulk Item: Yes XX No _ Staff Contact Person: Debbie Frederick
AGENDA ITEM WORDING:
Approval to rescind Agreement with Congresswoman Ileana Ros-Lehtmen approved by the BOCC on
3/18/09 (item 0-7) to provide office space at the Murray E. Nelson Government and Cultural Center in
Key Largo, FL and approve revised Agreement and District Office Lease Attachment subsequently
presented by the Congresswoman's District Office for approval and execution by the BOCC.
ITEM BACKGROUND:
Congresswoman Ileana Ros-Lehtinen requested use of office space at .the Murray E. Nelson
Government and Cultural Center. On 3118/09, an Agreement was approved by the BOCC. On 3/27/09,
Congresswoman Ros-Lehtinen's office presented a revised Agreement and correlating District Office
Lease Attachment for approval/execution by the BOCC.
PREVIOUS RELEVANT BOCC ACTION:
3/18/09 BOCC approved Agreement (Item 0-7)
CONTRACT/AGREEMENT CHANGES:
See Attached.
STAFF RECOMMENDATIONS:
Approval
Maintenance/
TOTAL COST: Utility Costs INDIRECT COST: N/A BUDGETED: Yes No
Maintenance/
COST TO COUNTY: Utility Costs SOURCE OF FUNDS:
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year
APPROVED BY: County Atty OMBAlurchasing Risk Management
DOCUMENTATION:
DISPOSITION:
Revised 2/05
Included XX Not Required
AGENDA ITEM #
04/08/09 10:25 FAX 3052203291 ROS-LEHTINEN-DO _ 0 001
AGREEMENT
THES AGREEMENT, made this day of 2009 by
and between the Board of County Commissioners of Monroe Cotmty,
Florida hereinafter
referred to as ,BOCC") and Congresswoman Ileana Ros-Lehtinen, (hereinafter referred
to as "Congresswoman"), an elected official of the Federal government.
WHEREAS, the BOCC leases premises to other governmental agencies servicing
the County community; and
WHF,REAS, Congresswoman has requested use of County office space; and
WHEREAS, the BOCC has determined that it is in the best interests of Monroe
County to provide approximately one hundred and twenty-two (122) square feet of office
space at the Murray E. Nelson Government and Cultural Center located at 102050
Overseas Highway in Key Largo, Florida;
NOW, THEREFORE, for and in consideratibn of the mutual covenants
contained herein, the parties agree as follows:
1. Contract Term. This agreement is for the period commencing on March
18, 2009 and terminating on March 18, 2010,
2. DgMise of Premises, The BOCC rents to the Congresswoman
approximately one hundred and twenty-two (122) square feet of of
space at the Murray E. Nelson Government and Cultural Center, Suite
# located at 102050 Overseas Highway, Key Largo, Florida
(hereinafter referred to as "the premises"), in accordance with this
agreement as amended by District Office Lease Attachment (Exhibit "A")
attached hereto.
3. BOCC espon 'bsi ility. The BOCC shall direct its Administrator,
Departments Heads, County Attorney, and staff to provide certain
facilities and support to the Congresswoman as can ethically be provided
without requiring an increase in personnel or any purchase or lease of real
property.
4. R latiopship of Parti The Congresswoman is, and shall be, in the
performance of all works, services, and activities under this Agreement, an
independent agency, and not an employee, agent or servant of the BOCC.
The Congresswoman shall exercise control, direction, and supervision
over the means, manner personnel and volunteers through with it performs
the work. Although this Agreement is a cooperative agreement, similar in
many respects (but not all) to a partnership, the Congresswoman shall
have no authority whatsoever to act on behalf and/or as agent for the
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BOCC in any promise, agreement or representation other than specifically
provided for in this agreement. The BOCC shall at no time be legally
responsible for any negligence on the part of the Congresswoman, its
employees, agents or volunteers resulting in either bodily or personal
injury or property damage to any individual, property or corporation.
5. Wific tion. Additions to, modification to, or deletions from the
provision of this contract may be made only in writing and executed by
the BOCC. No modification shall become effective without prior written
approval of both parties.
6. Bre h and Pe alties. The parties agree to full performance of the
covenants contained in the contract. Both parties reserve the right, at the
discretion of each, to terminate the services in this contract for any
misfeasance, malfeasance or nonperformance of the contract terms or
negligent performance of the contract terms by the other party. Any
waiver of any breach of covenants herein contained shall not be deemed to
be a continuing waiver and shall not operate to bar either party from
declaring a forfeiture for any succeeding breach either of the same
conditions or covenants or otherwise.
7. Indemnificatio and old Harmless The parties to this agreement
stipulate that Monroe County is a governmental agency as defined by
Florida Statues and represents to the Congresswoman that it has purchased
suitable Public Liability, Vehicle Liability, and Workers' Compensation
insurance, or is self -insured, in amount adequate to respond to any and all
claims within the limitations of Florida Statute 768.28 and 440, arising out
of the activities governed by this agreement. The Congresswoman is a
federal officer and represents that in such capacity, she and her staff are
covered under the Federal Tort Claims Act. Each party shall be
responsible for any acts of negligence on the part of its employees, agents,
contractors, and subcontractors.
8. Lg—wA and Re 1 tion
a) This Agreement shall be construed by and governed under the laws
of the State of Florida unless in an area of law pre-empted by
federal law. The Congresswoman agrees for venue of any dispute
to lie in Monroe County, Florida_
b) The Congresswoman shall comply with all federal, state and local
laws and ordinances applicable to the work or payment for work
thereof, and shall not discriminate on the grounds of race, color,
religion, sex, age or national origin in the performance of work
under this Agreement.
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c) Any violation of said statutes, ordinances, rules, regulations and
executive orders shall constitute a material breach of this
Agreement and shall entitle the BOCC to terminate this Agreement
immediately upon delivery of written notice to the
Congresswoman.
9, JaML The BOCC is exempt from Federal, Excise and State of Florida
Sales Tax,
10. Finance Ch ges. The BOCC will not be responsible for any finance
charges.
1 ] , $everabil ty If any provision of this contract shall be held by a court Of
competent jurisdiction to be invalid or unenforceable, the remainder of
this contract, or the application of such provision other than those as to
which it is invalid or unenforceable, shall not be affected thereby; and
each provision of this contract shall be valid and enforceable to the fullest
extent permitted by law.
12, Force Mgjeure. The Congresswoman shall not be liable for delay in
performance or failure to perform in whole or in part, the services due to
the occurrence of any contingency beyond its control or the control of any
of its sub -contractors or suppliers, including labor dispute, strike, labor
shortage, war or act of war, whether an actual declaration thereof is made
or not, insurrection, sabotage, not or civil commotion, act of public enemy
epidemic, quarantine restriction, accident, fire, explosion, storm, flood,
drought or other act of God, act of any governmental authority,
jurisdictional action, or insufficient supply of fuel, electricity, or materials
or supplies, or technical failure where the Congresswoman has exercised
reasonable care in the prevention thereof, and any such delay or failure
shall not constitute a breach of the Agreement_ The Congresswoman shall
notify the BOCC of any delay or failure to perform within five (5) days of
such action. Upon demand of the BOCC, the Congresswoman must
furnish evidence of the causes of such delay or failure.
13. As me Except as provided in the District office Lease Attachment,
the Congresswoman shall not assign, transfer, sublease, pledge,
hypothecate, surrender, or otherwise encumber or dispose of this contract
or any estate created by this contract or any interest io any portion of the
same, or permit any other person or persons, company or corporation to
perform services under this contract without first obtaining the written
consent of the BOCC. Tn the event of such consent, this agreement shall
be binding upon the Congresswoman's successors and assigns.
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14_ D' closure• To the extent required, the Congresswoman shall be required
to list any or all potential conflicts of interest, as defined by Florida
Statues Chapter 112, part III and the Monroe County Ethics Ordinance.
The Congresswoman shall disclose to the BOCC all actual or proposed
conflicts of interest, financial or otherwise, direct or indirect, involving
any client's interest which may constitute a conflict under said laws.
15. Addition Co ditto s. The Congresswoman agrees to accept additional
conditions governing the use of funds or performance of work as may be
required by federal, state or local statute, ordinance or regulation or by
other policy adopted by the BOCC. Such additional conditions shall not
become effective until the Congresswoman has been notified in writing
and no such additional conditions shall be imposed retroactively.
16. Independent Profeasional Judgment. The Congresswoman shall at all
times exercise independent professional judgment and shall assume full
responsibility for the service to be provided and work to be completed.
17. Care o£Property. The Congresswoman shall be responsible to the BOCC
for the safekeeping and proper use of the property entrusted to the
Congresswoman's care, and to process all documents necessary to
continue, without interruptions, any maintenance or service contracts
relating to such equipment for its service life.
18. Ethics Cause. To the extent applicable, the Congresswoman warrants that
she has not employed, retained or otherwise had act on her behalf any
former County officer or employee subject to the prohibition of Section 2
of Ordinance No. 010-1990 or any BOCC officer or employee in violation
of Section 3 of Ordinance No_ 010-1990. For breach or violation of this
provision, the County may, in its discretion, terminate this cwtiract
without liability and may also, in its discretion, deduct from the contract or
purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift or consideration paid to the former
Congresswoman or BOCC officer or employee.
19. Termination_ Termination of the Agreement shall occur at the Natural
ending date, or earlier should either party determine that there has
occurred any material breach of any covenants herein contained, or either
party otherwise deems it in their best interest to terminate. Termination
may be with or without cause, and shall require written notice to be given
to the other party as follows:
a) Jn the event either party terminates for breach of contract,
termination shall be effective at such time as the terminating party
shall declare in its act to terminate for cause, with a minimum of
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fourteen days notice in welting required prior to effective
termnation.
b) In the event either party terminates without cause, the termination
shall not take effect until at least sixty days subsequent to written
notice to the other party, and the effective date of termination shall
be specified in said notice.
10. Full M ement. This Agreement constitutes the entire and fiill
understanding between the parties hereto and neither party shall be bound
by any representation, statement, promises or agreements not expressly set
forth herein and in duly executed amendments under paragraph 4 hereof.
IN WITNESS WHEI REOF, the parties have executed this agreement the day and
year first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: DANNY L. KOLI AGE, Clerk OF MONROE COUNTY, FLORIDA
By BY
Deputy Clerk mayor/Chairman
MONROE COUNTY ATTORNEY
AP _ ED AS TO
SU .ANP ' A. F► 1T7ON
L.o�1i D��O
Y0�
(SEAL) CON
G OMAN
Attest: bean o tinen
1
$y BY
Title Title
5
A9e==tR0s-I &tin= office Space M W
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ROS-LEHTINEN-DO 2006
®1swot Eft Lease WHOM
(Page 1 of 3 - version 1.11)
1. LESSOR (Landlord) and LESSEE (Member of Congress) agree that this District Office Lase
Attachmeut (`AlTACY vMWr) is incorporated into and made part of the District Office Lease
`LEASE) to which it is attache(L
2. LESSOR expressly ac)mowlcdges that neither the U.S. House of Representatives (`HOUSE") not
its officers are liable for the performance of the LEASE. LESSOR futtttor expressly
acknowledges that payments made by the Chief Administrative Officer of the HOUSE C`CAO")
to LESSOR to satisfy LESSEE ,s rent obligations under the LEASE — which payments are made
solely on behalf of LESSEE in support of hislher official and representational duties as a Member
of the U.S. House of Representatives - shall create no legal obligation or liability on the part of
the CAO or the HOUSE whatsoever. LESSEE sball be solely responsible for the performance of
the LEASE and LESSOR expressly agrees to look solely to LESSEE for such performance,
3. Any amendment to the LEASE must be in writing and signed by the LESSOR and LESSE.
4. LESSOR and LESSEE understand and acknowledge that the LEASE shall not be valid, and the
CAO will not authorized the disbursement of funds to the LESSOR, until the Administrative
Counsel for the CAO ("Administrative Counsel") has reviewed the LEASE to determine that it
complies with the Rules of the HOUSE and the Regulations of the Comudttee on Horse
Administration, and approved the LEASE by signing below. LESSOR and LESSEE also
understand and a6mowledge that the Administrative Counsel must review and approve any
substantive amendments to the LEASE.
5. The LEASE is a fixed term lease with equal monthly installments for which Payment's due at the
end of each calendar month. In the event of a payment dispute, LESSOR agrees to contact the
Office of Finance of the HOUSE at 202-225-7474 to attempt to resolve the dispute before
contacting LESSEE.
6. The term of the LEASE may not exceed the constitutional term of the Congress to which the
LESSEE Iias been elected.
7. Any provision in the LEASE purporting to require the payment of a security deposit shall have no
force or effect. Furthermore, any Provision in the LEASE purporting to vary the dollar amount of
the rent specified in the LEASE by any cost of living clause, operating expense clause, pro rota
expense clause, elevator clause, oscalator clause, or any other adjustment or measure during the
term of the LEASE shall have no force or effect
9. If either LESSOR or LESSEE terminates the LEASE under the terms of the LEASE, the
terminating party agrees to promptly file a copy of any termination notice with the Office of
Finance, U.S. House of Representatives, 241 Longworth House Office Building, Washington,
D.C. 20515, and with the Administrative Counsel, Office of theChief
Washington,-� 20� ��'
U.S. House of Representatives, 217 Ford House Office Building,
9. LESSOR agrees to maintain in good order, at its sole expense, all public and common areas of the
building including, but not limited to, all sidewalks, parking areas, carpets, elevators, escalators,
entryways, exits, alleys, and other like areas. LESSOR also agrees to maintain, repair in good
order, or replaces as needed, at its sole expense, all structural and other components of the
premises including, but not limited to, roofs, ceilm9s, walls (interior and exterior), floors,
windows, doors, foundations, carpets, fixtures, and all mechanical, plumbing, electrical and air
conditioning/heating systems or equipment serving the premises. LESSOR shall be liable for any,
EXHIBIT
A
04/08/09 10:26 FAX 3052203291 ROS-LEHTINEN-DO 007
D1std0t Offt L0080 Attschm0nt
(Page 2of3—version 1.11)
damage, either to persons or property, sustained by LESSEE or any of his or her employees or
guests, canned by LESSOR's failure to fulFtll its obligations under this P0mSt'aPh-
10. LESSOR agrees that the Federal Tort Claims Act, 28 U.S.C. H 2671-80, satisfies any and all
obligations on the part of the LESSEE to purchase private liability insurance.
11. LESSOR agrees that neither LESSEE nor the HOUSE or any of the 1IOUSE's officers or
employees will indemnify LESSOR against any liability of LESSOR to any third party that may
arise during or as a result of the LEASE or LESSEE's tenancy.
12. LESSOR agrees to promptly notify LESSEE in writing in the event LESSOR sells, lrans0c". or
otherwise disposes of the leased premises; in the event LESSOR is placed in bankruptcy
proceedings (whether voluntarily or involuntarily); in file event the leased premises is foreclosed
upon; or in the event Of any similar occurrence. LESSEE shall promptly ,file a copy of any such
notice with the Office of Finance, 241 Longworth House Office Building, Washington, D.C.
20515.
13, LESSOR shall be solely responsible for complying with all applicable permitting and zoning
ordinances or requirements, and with all loco[ and state building codes, safety codes and handicap
accessibility codes (including the Americans with Disabilities Act)_
14. If LESSOR permits the LESSEE to holdover, all terms of the LEASE (including the moathly
rent) shall continue unaltered during ay period of such holdover tenancy. Thereafter, any such
holdover tenancy begins, the LEASE may be terminated by either party giving 30 days written
notice to the other party. The commencement dace of such termination notice shall be the date
suehnotice is delivered, faxed, or, if mailed, the date such notice is postmarked.
15. LESSOR agrees to accept monthly rent payments by Electronic Funds Transfer and agrees to
provide the Office of Finance, U.S. House of Representatives, with all banking information
necessary to facilitate such payments.
16. LESSOR shall promptly refdnd to the CAO, without formal demand, any payment made to the
LESSOR by the CAO for any period for which vent is not owed because the LESASE has ended
or been terminated.
17, The parties agree that any charges for default. early termination, or cancellation of the LEASE,
which results from actions taken by or on behalf of the LESSEE shall be the sole responsibility of
the LESSEE.
18. Tn the event LESSEE dies, resigns, or is removed from office during the term of this LEASE, the
Clerk of the DOUSE may, at his or her sole option, either (a) terminate this LEASE by giving
thirty (30) days written notice to LESSOR, or (b) assume the obligation of the LEASE and
continue to occupy the premises for a period not to exceed sb(W (60) days following the election
of the LESSEE's successor. In the event the Clerk elects to terminate the LEASE, the
commencement date of such thirty (30) day termination notice shall be the date such notice is
delivered or, if mailed, the date on which such notice is postmarked.
19. Should any provision of this Attachment be inconsistent with any provision of the attached
LEASE (or with any subsequent or additional amendments thereto), the provisions of this
04/08/09 10:26 FAX 3052203291 ROS-LEHTINEN-DO
[a 008
Dlat"et office lass® Attach t
(page 3 of 3 -- version 1.11
Attachment shall control, and those inconsistent provisions of the LEASE (or any subsequent or
additional amendments thereto), shall have no force and effect to the extent of such tneotusisteney.
20. Unless the clear meaning requires otherwise, woe wo words in the singnlat include the Awe and
include all other genders and, wherever approptiat ,
vice versa
21 This lease is entered into at fair market value as the result of a bona fide, arms -length,
marketplace transaction. The LESSOR and LEAEE cenify that the Parties are not related nor
have had, or continue to have, a business relationship (except as a laudlord and tenant
relationship).
22. The I.>:SSEE certifies that the office space that is the subject of this lease is located within the
district for which the LESSEE was elected to represent.
BOARD OF COUNTY C0MKISSIONERS
OF MONROE COUNTY, FLORIDA
Print Name (I..ESSOR/Landlord)
LESSOR Signature
Mayor George Nugent
(Date)
2/ eAEi/PGM
Print Name (LESSFFiMember of Congress)
LF,SSBE Signature
Ike
From the e b '�9 C�ce, w should be contacted with�uespoa� 6 -. 0M'U� I��.heuse.gov
Name _ lr rrnJ Phone
me (p (o �j O
This District Office Attachment and the attached LEASE have been reviewed and am approved,
pursuant to Regulations orthe Committee onHou9e Adminiatratlon.
Date
5igned
(Administrative Coanscl)
Send completed form to: Administradve Cotmsel, 217 Ford House Office Building, wart ngton, D.C. 20515.
Copies may also be faxed to 202-225-4999
MONROE COUNTY ATTORNEY
ROVED AST 0 :
UZA NE ,BUTTON
COU Y tifT EX