Item C28
BOARD OF COUNTY COMMISSIONERS
AGENDA ITE1\1 SUMMARY
Meeting Date: December 21.2005
Bulk Item: YES_ NO
Division:
Community Services
Department: Social Services-Bavshore
AGENDA ITEM WORDING: Approval of agreement between Lower Keys Medical
Center and Board of County Commissioners. temporary facility for BayshoreManor
residents.
ITEM BACKGROUND: This is the first time we have had to secure space for residents of
Bayshore Manor due to flooding of facility.
PREVIOUS RELEVANT BOCC ACTION: N/A
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDA TION: Approval of contract
$2,158.00
BUDGETED:
Yes_
No
x
TOTAL COST:
COST TO COUNTY: $2.158.00
SOURCE OF F'UNDS: Countv/FEl\'IA
REVENUE PRODUCING: Yes No ~ AMOUNT PER MTH unknown YEAR unknown
APPROVED BY:
County Atty
Yes
o MB/Purchasing
Risk Management
C \' ?!
Prepared B:y: ?rLlQ-<:~v'\... ~---Z't /~,x~
Print Name: Susan Scarlet, Sr, Administrator, Bayshore Manor /_ .,/~.r '.'
'-,~, c::::::::~~<}L~~
DEPARTMENT DIRECTOR APPROVAL: 0;~ (r'\.~ (:Y~
Print Naw~~~'~A~ LA~OR6 /1. .! n' .
DIVISION DIRECTOR APPROVAL: ~A/;'L[.('k_~,A_--:1~Li!..jL.,/~
Print Name: SHEILA BARKER
DOCUMENTATION: Included
YES
To Follow
Not Required
DISPOSITION:
A~enda Item #
Wedne~dav. Novem!x:r :JiL 2005
MONROE COUNTY BOARD OF COUNTY COMrvrrSSIONERS
CONTRACT SUMMARY
Contract with: LKMC Contract # --
Effective Date: 1111/2005
Expiration Date: 12/31/2005
Contract Purpose/Description:
Temporary housing for residents of Bavshore Manor displaced by damage to _____~oooc_________~_
~cilitY-Jrom HOly-icane Wilma.
-~~--- ~^~~-- --
--
Contract Manager: Susan Scarlet 4533 Bayshore Manor/Stop #8
--~
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on 12121/2005 Agenda Deadline: 12/05/2005
CONTRACT COSTS
Total Dollar Value of Contract: $ 2,158.00
Budgeted? YesO No C8] Account Codes:
Grant: $ 0
County Match: $ 0
Current Year Portion: $ 0
.... - ~ -
~~~~~~
- - - -
-~~~~~~
... - - -
~~-~~~
- - - -
~~~~~
ADDITIONAL COSTS
Estimated Ongoing Costs: $Q."_.-Iyr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
County Attorney
Changes
Ye~D~:if~l4,~}~~~~4b~/.
.- /.~'-\./~~ "'I/
~~l~~U.I),~Y~^::)
Date Out
Date In
Division Director
Risk Management
O. ~/purchasing
YesD
Comments:
Ol\1B Form Revised 2/27101 MCP #2
COMMERCIAL LEASE
THIS LEASE is made and entered into this 21 st day of December 2005, by and
between Key West HMA, Inc. d/b/a Lower Keys Medical Center("Landlord") and Monroe
County Board of County Commissioners [Bayshore Manor] ("Tenant").
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
premises known as the "Post Partum Unit" at 5900 College Road, Key West, Florida,
33040 ("Premises") for the term and upon the conditions and agreements hereinafter set
forth C'LeaseH). The "Effective Datell of this Lease shall be the date set forth above.
WHEREAS, On October 24,2005, Hurricane Wilma hit the Florida Keys causing
massive destruction and damage to homes and commercial buildings in the area,
WHEREAS, Bayshore Manor is a County owned assisted living facility with
approximately 16 residents;
WHEREAS, As a direct result of Hurricane Wilma, Bayshore Manor was flooded
necessitating the evacuation of all the residents from Bayshore Manor;
WHEREAS, prior to hurricane Wilma there was only a limited amount of available
space in the Florida Keys and that availability has been severely impacted by hurricane
Wilma;
WHEREAS, as a direct result of Hurricane Wilma, the residents have been
temporarily housed at the local prison;
WHEREAS, Monroe County has approached the hospital regarding providing
temporary, more suitable housing for its residents while necessary repairs are madato
the Bayshore Manor building,
ARTICLE I. Term
The term of this Lease shall commence on the 1 st day of November 2005
("Commencement Date") and shall terminate on the 1 st day of December 2005 (lITermll).
ARTICLE II. Rent
During the Term, Tenant shall pay to Landlord the base rent as set forth in Schedule
A. Base Rent and Additional Rent, as provided in Article Ill, shall be payable in monthly
installments in advance without notice, demand, set off or deduction, with the first
installment being due on the Commencement Date. If the Premises are occupied for a
fraction of a month at the beginning or the end of the Term, Tenant shall pay a
proportionate part of the applicable monthly installment.
Schedule A shall apply to this Lease.
Revised June, 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 2
Square Footage
1,200
Schedule A
Base Rent/Square Foot/Year
$21.58
Monthly Rent Installment
$2,158.00
ARTICLE III.
Use of Premises
Tenant shall use and occupy the Premises healthcare-related purposes including
assisting living services exclusively and for no other purpose. Tenant shall not use or
occupy the Premises in violation of law or of the Certificate of Use or Occupancy issued for
the Building of which the Premises are a part, and shall immediately discontinue any use of
the Premises which is declared by either any governmental authority having jurisdiction or
the Landlord to be a violation of any law, code, regulation or a violation of said Certificate
of Use or Occupancy. Tenant shall comply with any direction of any governmental
authority having jurisdiction which shall, by reason of the nature of Tenant's use or
occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the
Premises or with respect to the use or occupation thereof.
Tenant shall not do nor permit to be done anything which will invalidate or increase
the cost of any fire and extended coverage insurance policy covering the Building and/or
property located therein, and shall comply with all rules, orders, regulations and
requirements of the appropriate Fire Rating Bureau or any other organization performing a
similar function. Tenant shall promptly upon demand reimburse Landlord for any additional
premium charged for such policy by reason of Tenant's failure to comply with the provisions
of this paragraph. Tenant shall not do or permit anything to be done in, on or about the
Premises anything which would in any way obstruct or interfere with the rights of other
tenants or occupants of the Building, or use or allow the Premises to be used for any
immoral, unlawful or objectionable purpose, nor shall Tenant maintain or permit any
nuisance or commit or suffer to be committed any waste in, on or about the Premises.
Tenant shall not dispense any drugs or medicines to persons other than Tenant's
own patients. In the practice of medicine at the Premises, Tenant shall have the right to
perform only such laboratory tests and diagnostic procedures which are ancillary and
incidental to the care and treatment of Tenant's patients, and not for an independent profit
motive. Prior to the installation and use of any diagnostic, laboratory or radiology
equipment Tenant shall provide Landlord with a list of such equipment and its intended
use; a list of any hazardous substances, wastes or materials, as hereinafter defined, which
will be used or generated in connection with such laboratory and/or diagnostic tests; and
Tenant's proposed procedures for the use, storage and disposal of any hazardous
substances, wastes or materials, including but not limited to the procedure for silver
recovery for any radiology equipment.
Tenant shall not cause or permit the release or disposal of any hazardous
substances, wastes, or materials, or any medical, special or infectious wastes, on or about
the Premises or the Building of which they are a part. Hazardous substances, wastes or
Revised June. 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 3
materials shall include those which are defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 USC Section 9601 at
seq; the Resource Conservation and Recovery Act, as amended, 42 USC Section 5901 at
seq; the Toxic Substances Control Act, as amended, 15 USC Section 2801 at seq; the
medical waste regulations which have been promulgated by the state in which the
Premises are located; and as further set forth in any state or local laws and ordinances,
and their corresponding regulations. Tenant shall comply with all rules and policies set by
Landlord, and with aU federal, state and local laws, regulations and ordinances which
govern the use, storage, handling and disposal of hazardous substances, wastes or
materials and medical, special or infectious wastes. Tenant shall indemnify, defend and
hold Landlord harmless from and against any claims or liability arising out of or connected
with Tenant's failure to comply with the terms of this Article IV, which terms shall survive
the expiration or earlier termination of this Lease.
Landlord may, at its option, terminate this Lease in the event Tenant engages in a
prohibited use and fails to cure such violation within thirty (30) days following Tenant's
receipt of written notice from Landlord.
ARTICLE IV.
Building Services
1. AU utilities for the Premises as well as all utilities for the common areas of the
Building and maintenance services will be paid by Landlord, Heat and air~conditjoning
required to be furnished by Landlord will be furnished whenever the same shall, in
Landlord's reasonable judgement, be required for Tenant's comfortable use and occupancy
of the Premises during reasonable business hours.
If Tenant requires or utilizes more water or electric power than is considered reasonable or
normal by Landlord, Landlord may reasonably determine and require Tenant to pay as
Additional Rent, the cost incurred as a result of such additional usage ("Surcharge").
Tenant agrees to pay all separately metered utilities required and used by Tenant in the
Premises. Landlord reserves the privilege of stopping any or all of such services in case of
accident or breakdown, or for the purpose of making alterations, repairs or improvements,
and shall not be liable for the failure to furnish or delay in furnishing any or all of such
services when same is caused by or is the result of strikes, labor disputes, labor, fuel or
material scarcity, or governmental or other lawful regulations or requirements, orthe failure
of any corporation, firm or person with whom the Landlord may contract for any such
service, or for any service incident thereto, to furnish same, or is due to any cause other
than the gross negligence of the Landlord; and the failure to furnish any of such services in
such event shall not be deemed or construed as in eviction or relieve Tenant from the
performance of any of the obligations imposed upon Tenant by the Lease. Landlord shall
not be responsible to the Tenant for lOss of property in or from the Premises, or for any
damage done to furniture, furnishings or effects therein, however occurring, except where
such damages occur through the gross negligence of Landlord; nor shall Landlord be
responsible should any equipment or machinery break down or for any cause cease to
function properly on account of any such interruption of service. Tenant shall be sole!y
responsible for and shall promptly pay all charges for telephone service.
Revised June, 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 4
2. At all times during the initial Term or any extension thereof, Landlord, at no
cost or expense to Tenant, shali promptly and in a workmanlike manner perform all
maintenance and make all repairs and replacements required, in the opinion of the
Landlord, to keep the Premises and the Building in good order, condition and repair, except
if the need for such maintenance, repairs or replacements is caused by the fault or
negligence of Tenant (reasonable wear and tear excepted), in which event Landlord will
perform the maintenance, repairs or replacements required and charge Tenant therefore,
such charges being due in full upon Tenant being billed for same.
ARTICLE V.
Alterations
Tenant may not make any changes, additions, alterations, improvements or
additions to the Premises or attach or affix any articles thereto without Landlord's prior
written consent. All alterations, additions or improvements which may be made upon the
Premises by Landlord or Tenant (except unattached trade fixtures and office furniture and
equipment owned by Tenant) shall not be removed by Tenant, but shall become and
remain the property of Landlord. All alterations, improvements and additions to the
Premises (as permitted by Landlord) shall be done only by Landlord or contractors or
mechanics approved by Landlord, and shall be at Tenant's expense and at such times and
in such manner as Landlord may approve unless otherwise agreed to in writing. Any
mechanics' or materialmen's lien for which Landlord has received a notice of intent to file or
which has been filed against the Premises or the Building arising out of work done for, or
materials furnished to Tenant, shall be discharged, bonded over, or otherwise satisfied by
Tenant within ten (10) days following the earlier of the date Landlord receives (1) notice of
intent to file a lien or (2) notice that the lien has been filed. If Tenant fails to discharge,
bond over, or otherwise satisfy any such lien, Landlord may do so at Tenant's expense,
and the amount expended by Landlord, including reasonable attorneys' fees, shall be paid
by Tenant within ten (10) days following Tenant's receipt of a bill from Landlord.
ARTICLE VI.
Damage to Property. Injury to Persons
Tenant shall and hereby does indemnify and hold Landlord harmless from and
against any and all claims arising from 1) Tenant's use of the Premises or the conduct of
his business or profession; 2) any activity, work or thing done, permitted or suffered by the
Tenant in or about the Premises; 3) any breach or default in the performance of any
obligation on Tenant's part to be performed under the terms of this Lease; or 4) any
negligent acts or omissions of Tenant, or of Tenant's agents or employees. Tenant shall
and hereby does further indemnify, defend and hold Landlord harmless from and against
all costs, attorneys' fees, expenses and liabilities incurred in connection with any such
claim or any action or proceeding brought thereon. in case any action or proceeding be
brought against the Landlord by reason of such claim, Tenant upon notice from Landlord,
shall defend same at Tenant's expense by counsel reasonably satisfactory to Landlord.
Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of
damage to property or injury to persons in, upon or about the Premises from any cause
Revised June, 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 5
other than Landlord's gross negligence, and Tenant hereby waives all claims in respect
thereof against Landlord.
During the term hereof Tenant shall maintain public liability insurance on the
Premises of at least $1,000,000 per occurrence, $3,000,000 aggregate. As evidence
thereof, on or before the Commencement Date, Tenant shall provide to Landlord
Certificates of Insurance evidencing such coverage during the Term.
Neither Landlord nor its agents shall be liable for any damage to property entrusted
to employees of the Building, nor for loss or damage to any property by theft or otherwise,
nor for any injury or damage to persons or property resulting from fire, explosion, falling
plaster, steam, gas, electricity, water or rain which may leak from any part ofthe Building or
from the pipes, appliances or plumbing works therein or from the roof, street or subsurface,
or from any other place or resulting from dampness or any other cause whatsoever, unless
caused by or due to the gross negligence of Landlord, its agents, seNants or employees.
Neither Landlord nor its agents shall be liable for any latent defect in the Premises or in the
Building. Tenant shall give prompt notice to Landlord in case of fire or accidents in the
Premises or Building or of defects therein or in the fixtures or equipment Tenant hereby
acknowledges that Landlord shall not be liable for any interruption to Tenant's business,
and that Tenant shall obtain Business Interruption insurance coverage should Tenant
desire to have coverage for such risk.
ARTICLE VII.
Assignment and Subletting
Tenant shall not, either voluntarily or by operation of law, sell, hypothecate, assign or
transfer this Lease, or sublet the Premises or any part thereof, or permit the Premises or
any part thereof to be occupied by anyone other than Tenant or Tenant's employees,
without the prior written consent of Landlord. Any sale, assignment, mortgage transfer or
subletting of this Lease which is not in compliance with the provisions of this Article VIII
shall be null and void and of no effect and shall constitute a default hereunder. The
consent by Landlord to an assignment or subletting shall not be construed as relieving
Tenant from obtaining the express written consent of Landlord to any further assignment or
subletting, Landlord's consent to any assignment or subletting shall not release Tenant
from its primary liability under the Lease.
ARTICLE VIII.
Damage or Destruction
If the Premises are damaged by fire or other casualty (collectively "Casualty"), the
damage shall be repaired by and at the expense of Landlord, provided such repairs can, in
Landlord's opinion, be made within sixty (60) days after the occurrence of such Casualty
without the payment of overtime or other premiums. Until such repairs are made, the Rent
shall be abated in proportion to the part of the Premises which is unusable by Tenant in the
conduct of his or her practice of medicine. However, there shall be no abatement of Rent
by reason of any portion of the Premises being unusable for a period equal to one day or
less, or if the Casualty is due to the negligent acts or omissions of Tenant or Tenant's
employees.
Revised June, 1999
Commercia! Lease
Monroe County Board of County Commissioners
October 2005
Page 6
If such repairs cannot, in Landlord's opinion, be made within sixty (60) days,
Landlord may, at its option, make them within a reasonable time, not to exceed one
hundred twenty (120) days; and in such event this Lease shall continue in effect and the
Rent shall be apportioned in the manner provided above. Landlord1s election to make such
repairs must be evidenced by written notice to Tenant within thirty (30) days after the
occurrence of the damage.
If Landlord does not so elect to make such repairs which cannot be made within sixty
(60) days, then either party may, by written notice to the other, cancel this Lease as of the
date of the Casualty. A total destruction of the Building in which the Premises are located
shall automatically terminate the Lease.
ARTICLE IX.
Eminent Domain
If the whole of the Premises or so much thereof as to render the balance unusable
by Tenant shall be taken under power of eminent domain, this Lease shall automatically
terminate as of the date of such condemnation, together with any and all rights of Tenant
existing or hereafter arising in or to the same or any part thereof, provided, however, that
nothing contained herein shall be deemed to give Landlord any interest in or to require
Tenant to assign to Landlord any award made to Tenant for: 1) the taking of personal
property and fixtures belonging to Tenant; 2) interruption of or damage to Tenant's
business or profession; 3) cost of relocation expenses incurred by Tenant; and 4) Tenant's
unamortized cost of leasehold improvements. In the event of a partial taking which does
not result in a termination of the Lease, the Rent shall be apportioned according to the part
of the Premises remaining usable by Tenant. Landlord may without any obligation or
liability to Tenant stipulate with any condemning authority for a judgement of condemnation
without the necessity of a formal suit or judgement of condemnation, and the date of taking
under this clause shall then be deemed the date agreed to under the terms of said
agreement for stipulation.
ARTICLE X. Defaults
The occurrence of any of the following shall constitute a material default and breech
of the Lease:
1, The vacating or abandonment of the Premises by Tenant;
2. A failure by Tenant to pay the Rent or to make any other payment required to
be made by Tenant hereunder, when due, or within ten (10) days thereafter;
3. A failure by Tenant to observe and perform any other provision of this Lease
to be observed or performed by Tenant;
4. The making by Tenant of any general assignment for the benefit of creditors;
the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or the filing
Revised June, 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 7
of a petition for reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Tenant, the same is dismissed within sixty
(60) days); the appointment of a trustee or receiver to take possession of substantially all
of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where
possession is not restored to Tenant within thirty (30) days; or the attachment, execution or
other judicial seizure of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days.
Tenant shall not be in default of any obligation provided for herein, except with
reference to the payment of Rent, unless and until Tenant has failed to perform such
obligation within thirty (30) days after written notice to Tenant from Landlord specifying
wherein Tenant has failed to perform such obligation. In the event Tenant commits an act
of default, Landlord may exercise one or more of the following described remedies, in
addition to all other rights and remedies at law or in equity whether or not stated in this
Lease.
Landlord shall not be deemed to be in default in the performance of any obligation
required to be performed by it hereunder and until it has failed to perform such obligation
within thirty (30) days after written notice by Tenant to Landlord specifying wherein
Landlord has failed to perform such obligation. Provided, however, that jf the nature of
Landlord1s obligation is such that more than thirty (30) days are required for its
performance, then Landlord shall not be deemed to be in default if it shall commence such
performance within such thirty (30) day period and thereafter diligently prosecute the same
to completion.
ARTICLE XI.
Remedies
1. Landlord can continue this Lease in full force and effect and shall have the
right to collect Rent when due. During the period Tenant is in default, Landlord can re-
enter the Premises with or without legal process and re-Iet them, or any part of them, to
third parties for Tenant's account, and Tenant hereby expressly waives any and all claims
for damages by reason of such re-entry as well as any and all claims for damages by
reason of any distress warrants or proceedings by way of sequestration which Lessor may
employ to recover said rents. Tenant shall be liable immediately to Landlord for all costs
Landlord incurs in re-Ietting the Premises, including, without limitation, brokers'
commissions, expenses of remodeling the Premises required by the re-Ietting, and like
costs. Re-letting can be for a period shorter or longer than the remaining Term of this
Lease, and in no event shall Landlord be under any obligation to re-Iet the Premises. On
the dates such rent is due, Tenant shall pay to Landlord a sum equal to the Rent due under
this Lease, less the rent Landlord receives from any re-letting. No act by Landlord allowed
by this paragraph shall terminate the Lease unless Landlord notifies Tenant in writing that
Landlord elects to terminate the Lease.
2. Landlord can terminate the Lease at any time. Upon termination, Landlord
shall have the right to collect an amount equal to: all expenses incurred by Landlord in
i8covering possession of the Premises, including reasonable attorneys' fees; all
Revised June, J 999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 8
reasonable costs and charges for the care of the Premises while vacant; all renovation
costs incurred in connection with the preparation of the Premises for a new tenant; and an
amount by which the entire Rent for the remainder of the Term exceeds the loss of Rent
that Tenant proves could have been reasonably avoided.
3. Should any of these remedies, or any portion thereof, not be permitted by the
laws of the state in which the Building is situated, then such remedy or portion thereof shall
be considered deleted and unenforceable, and the remaining remedies or portions thereof
shall be and remain in full force and effect, and Landlord may avail itself of these as well as
any other remedies or damages allowed by law. All rights, options and remedies of
Landlord stated herein or elsewhere by law or in equity shall be deemed cumulative and
not exclusive of one another.
ARTICLE XII.
Rules and Regulations
Tenant shall observe faithfully and comply strictly with the Rules and Regulations set
forth on the final page of this Lease and made a part hereof, and such other rules and
regulations as Landlord may from time to time reasonably adopt for the safety, care and
cleanliness of the Building or the preservation of good order therein. Landlord shall not be
liable to Tenant for violation of any such Rules and Regulations, or for the breach of any
covenant or condition in any lease by any other tenant in the Building. By the signing of
this Lease, Tenant acknowledges that Tenant has read and has agreed to comply with
such Rules and Regulations.
ARTICLE XIII.
End of Term
At the termination of this Lease or upon termination for any reason, Tenant agrees
that it shall at its sole cost and expense, promptly remove any and all of its personal
property located at the premises subject to this Lease, including, without limitation, all
equipment including linear accelerator, supplies, inventory and medical waste, such that
the premises shall be in a "broom-clean" condition following such removal, provided
however, that notwithstanding any provision herein to the contrary, the Tenant shall not be
required to remove any fixtures on the premises, including, without limitation the vault
located hereon.
If not then in default, Tenant shall have the right prior to said termination to remove
any equipment, furniture, trade fixtures or other personal property placed in the Premises
by Tenant, provided that Tenant promptly repairs any damage to the Premises caused by
such removal.
There shall be no holding over by Tenant after the expiration of this Lease.
ARTICLE XIV.
Transfer of Landlord1s Interest
In the event of any transfer or transfers of Landlord's interest in the Premises or in
the real property of which the Premises are a part, the transferor shall be automatically
Revised June, 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 9
relieved of any and all obligations and liabilities on the part of Landlord accruing from and
after the date of such transfer.
ARTICLE XV.
Estoppel Certificate, Attornment, and Non-Disturbance
Within ten (10) days following receipt of Landlord's written request, Tenant shall
deliver, executed in recordable form, a declaration to any person designated by Landlord:
(a) ratifying this Lease; (b) stating the commencement and termination dates of the Lease;
and (c) certifying (i) that this Lease is in full force and effect and has not been assigned,
modified, supplemented or amended (except by such writings as shall be stated); (ii) that
all conditions under this Lease to be performed by Landlord have been satisfied (stating
exceptions, jf any); (iil) that no defenses, credits or offsets against the enforcement of this
Lease by Landlord exist (or stating those claimed); (Iv) the sum of advance Rent, if any,
paid by Tenant; (v) the date to which Rent has been paid; (vi) the amount of security
deposited with Landlord, and such other information as Landlord reasonably requires.
Persons receiving such statements shall be entitled to rely upon them.
Tenant shall, in the event of a sale or assignment of Landlord's interest in the
Premises or the Building or this Lease, or if the Premises or the Building comes into the
hands of a mortgagee, ground lessor or any other person whether because of a mortgage
foreclosure, exercise of a power of sale as under a mortgage, termination of the ground
lease, or otherwise, attorn to the purchaser or such mortgagee or other person and
recognize the same as Landlord hereunder, provided such purchaser, mortgagee or other
person shall warrant and defend Tenant in the quiet enjoyment and possession of the
Premises for the duration of the Term, subject to the terms and conditions of this Lease.
Tenant shall execute, at Landlord's request, any reasonable attornment agreement
required by any mortgagee, ground lessor or other such person to be executed, containing
such provisions as such mortgagee, ground lessor or other person requires.
Except as otherwise stated herein, this Lease shall be subordinate and inferior at all
times to the lien of any mortgage and to the lien of any deed of trust or other method of
financing or refinancing now or hereafter existing against all or a part of the real property
upon which the Building is located, and to all renewals, modifications, replacements,
consolidations and extensions thereof. Tenant shall execute and deliver all documents
requested by any mortgagee or security holder to effect such subordination. If Tenant fails
to execute and deliver any such document requested by a mortgagee or security holder to
effect such subordination, Landlord is hereby authorized to execute such documents and
take such other reasonable steps as are necessary to effect such subordination on behalf
of Tenant as Tenant's duly authorized irrevocable agent and attorney-in~fact, it being
agreed that such power is one coupled with an interest. Tenant's failure to execute and
deliver instruments or certificate provided for in this Article XVI within fourteen (14) days
after the receipt by Tenant of a written request shall constitute a default under this Lease.
ARTICLE XVI. Notices
Any notice required or permitted to be given hereunder or other communication may
be given by (1) hand delivery and shall be deemed given on the date of delivery; (2)
Revised June, J 999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 10
registered or certified mail and shall be deemed given the third day following the date of
mailing; or (3) overnight delivery and shall be deemed given the following day,
(a)
If to Landlord
Lower Keys Medical Center
5900 College Road
Key West, Florida 33040
Attention: Administration
(b)
If to Tenant:
Thomas L. Willi, County Administrator
1100 Simonton Street
Key West, FL 33040
With a copy to:
Richard Collins, County Attorney
PO Box 1026
Key West, FL 33040
ARTICLE XVII.
Miscellaneous Provisions
(I) Attorney - Attorneys' Fees. In the event that suit is brought by either party
against the other for a breach or default under the terms of this Lease, the prevailing party
shall be entitled to reasonable attorneys' fees, which sum shall be filed by the court,
(ii) Time of Essence. Time is of the essence with respect to the performance of
every provision of this Lease.
(iii) Headings. The article captions contained in this Lease are for convenience
only and shall not be considered in the construction or interpretation of any provision
hereof.
(iv) Incorporation of Prior Agreements; Amendments. This Lease contains all
of the agreements of the parties hereto with respect to any matter covered or mentioned in
this Lease, and no prior agreement or understanding pertaining to any such matter shall be
effective for any purpose. No provision of this Lease shall be amended or added to, except
by an agreement in writing signed by the parties hereto or their respective successors in
interest
(v) Waiver. No waiver by Landlord of any provision of this Lease shall be
deemed to be a waiver of any other provision hereof or of any subsequent breech by
Tenant of the same or any other provision. Landlord's consent to or approval of any act by
Tenant requiring Landlord's consent or approval shall not be deemed to render
unnecessary the obtaining of Landlordls consent to or approval of any subsequent act of
Tenant, whether or not similar to the act so consented to or approved. No act or thing
done by Landlord or Landlord's agents during the Term of this Lease shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept such a surrender
shall be valid unless in writing and signed by Landlord. The subsequent acceptance of
Revised June, 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 11
Rent shall not be deemed a waiver of any preceding breach by Tenant of any term,
covenant or condition of the Lease, other than the failure of Tenant to pay the particular
Rent so accepted.
(vi) Quiet Enjoyment. Landlord shall warrant and defend Tenant in the quiet
enjoyment and possession of the Premises throughout the Term, subject to the terms and
conditions of the Lease,
(vij) Binding Effect. This Lease shall be binding upon, and inure to the benefit
of the parties hereto, their heirs, successors, assigns, executors and administrators.
However, nothing in this Article shall be deemed to amend the provisions of Article VIII on
Assignment and Subletting.
(viii) Legislative Changes. In the event that changes occur in government
regulations or third party reimbursement policies, or the interpretation thereof, which
adversely affect the method of operation outlined herein, the method of payment for
services rendered hereunder, or revenues expected to be available from same, the parties
agree to cooperate in making revisions to this agreement in order to comply with such new
policies or interpretations, and preserve the economic viability of this agreement. A party
may request such renegotiation by providing thirty (30) days written notice to the other at
any time during the term of this agreement. If the parties fail to agree to such revisions
during the thirty (30) day notice period, then the party providing notice pursuant to this
section may terminate this agreement effective immediately following the expiration of the
thirty (30) day period.
ARTICLE XVIII. Condition Precedent
Notwithstanding anything contained herein to the contrary, this Lease shall not be
effective or legally binding upon the parties hereto until it has been reviewed and approved
in writing, in accordance with Landlord's approval guidelines, by Landlord's Executive Vice
President and Landlord's General Counsel.
IN WITNESS WHEREOF, the parties have duly executed this Lease the day and
year first above written.
Witness:
Tenant:
By:
Revised June, 1999
Witness:
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d~vi"'i:,'; -c<"'" """t....dJI'<S' ,
"APPROVED
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--'~ i(
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 12
Rules and Regulations
1. Conduct Tenant shall not conduct its practice or business, or advertise such
business, profession or activities of tenant conducted in the Premises in any manner
which violates local, state or federal laws or regulations.
2. Hallways and Stairways Tenant shall not obstruct or use for storage, or for any
purpose other than ingress and egress, the sidewalks, entrance, passages, courts,
corridors, vestibules, halls, elevators and stairways of the Building.
3. Nuisances Tenant shall not make or permit any noise, odor or act that is
objectionable to other occupants of the Building to emanate from the Premises, and
shall not create or maintain a nuisance thereon,
4. Musical Instruments, etc. Tenant shall not install or operate any phonograph,
musical instrument, radio receiver or similar device in the Building in such manner as
to disturb or annoy other tenants of the Building or the neighborhood. Tenant shall
not install any antennae, aerial wires or other equipment outside the Building without
the prior written approval of Landlord.
5. Locks No additional locks or bolts of any kind shall be placed upon any of the doors
or windows by Tenant, nor shall any changes be made in existing locks or the
mechanism thereof. Tenant must upon the termination of its tenancy restore to
Landlord all keys to the Premises and toilet rooms either furnished to or otherwise
procured by Tenant, and in the event of loss of any keys so furnished, Tenant shall
pay to Lessor the cost thereof.
6. Obstructing Light. Damage The sash doors, sashes, window glass doors, lights and
skylights that reflect or admit light into the halls or other places of the Building shall
not be covered or obstructed. The toilets and urinals shall not be used for any
purpose other than those for which they were intended and constructed, and no
rubbish, newspapers or other substance of any kind shall be thrown into them.
Waste and excessive or unusual use of water shall not be allowed. Tenant shall not
mark, drive nails, screw or drill into, paint nor in any way deface the walls, ceilings,
partitions, floors, wood, stone or iron work. The expense of any breakage, stoppage
or damage resulting from a violation of this rule by Tenant shall be borne by Tenant.
Tenant shall be permitted to hang pictures on office walls, but it must be done in a
workmanlike manner and in such a way as not to damage or deface such walls.
7. Wiring Electrical wiring of every kind shall be introduced and connected only as
directed by Landlord, and no boring or cutting of wires wi!! be allowed except with the
consent of Landlord. The location of the telephone, call boxes, etc., shall be subject
to the approval of Landlord.
8. Equipment Moving, Furniture, etc. Landlord shall prescribe the weight, size
and position of all fixtures, equipment and other property brought into the Building,
Revised June, ] 999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 13
and the times of moving which must be done under the supervision of Landlord.
Landlord will not be responsible for any loss of or damage to any such equipment or
property from any cause, and all damage done in the Building by moving or
maintaining any such property shall be repaired at the expense of Tenant. All
equipment shall be installed as required by law, and in accordance with and subject
to written approval received on written application of Tenant.
9. Requirements of Tenant The requirements of Tenant will be attended to only upon
application at the office of Landlord. Employees shall not performs any work nor do
anything outside their regular duties unless under special instructions from Landlord.
No employees shall admit any person, Tenant or otherwise, to any other office
without instruction from the office of Landlord. All janitorial services personnel,
guards or any outside contractors employed by Tenant shall be subject to the
regulations and control of Landlord, but shall not act as an agent or servant of
Landlord.
10. Medical and Hazardous Wastes Tenant shall comply with all policies established
from time to time by Landlord regarding the storage and disposal of hazardous
substances, wastes and materials, and medical, special or infectious wastes.
11 . Access to Building Any person entering or leaving the Building may be questioned
by Building security regarding his/her business in the Building, and may be required
to sign in and out. Anyone who fails to provide a satisfactory reason for being in the
Building may be excluded.
12. Vehicles, Animals, Refuse Tenant shall not allow anything to be placed on the
outside window ledges of the Premises or to be thrown out of the windows of the
Building. No bicycle or other vehicle, and no animal, shall be brought into the
offices, halls, corridors, elevators or any other parts of the Building, by Tenant or the
agents, employees or invited employees of Tenant, and Tenant shall not place or
permit to be placed any obstruction or refuse in any public part of the Building.
13. Equipment Defects Tenant shall give Landlord prompt notice of any accidents to or
defects in the water pipes, gas pipes, electric lights and fixtures, heating apparatus,
or any other service equipment.
14. Parking Unless otherwise specified by Landlord, Tenant and its employees may
park automobiles only in spaces designated by Landlord for such purpose and shall
in no event park in spaces reserved for public parking. Tenant agrees that Landlord
assumes no responsibility of any kind whatsoever in reference to such automobile
parking area or the use thereof by Tenant or its agents or employees.
15. Conservation and Security Tenant will see that all windows and doors are securely
locked, and faucets and electric light switches turned off, before leaving the Building.
Revised June, 1999
Commercial Lease
Monroe County Board of County Commissioners
October 2005
Page 14
Addendum I
Article I. Services provided by Hospital
The following shall be included in the lease rate by Hospital:
1. Housing for approximately 16 residents.
2. Linens for beds.
3. Towels and washcloths,
4. Three meals daily - breakfast, lunch and dinner.
5. Cleaning of area.
Article B. Services Provided by Tenant
Tenant is required to provide the following:
1. Staff required providing care and services to residents.
2. All medications and other healthcare services to residents.
3. All services provided to residents previously provided to residents at the
Bayshore Manor location.
Article C. Excluded Services
Hospital will not provide any staff for care of Tenant's residents. Hospital will not
provide any services other than those identified in Article A
Article D. Rent Prorated
Hospital will agree to prorate rent based upon the number of days Post Partum unit is
occupied by Tenant
Tenant
Revised june, 1999