Resolution 348-1980RESOLUTION NO.348 _1981
RESOLUTION AUTHORIZING THE CHAIRMAN OF THE BOARD OF
COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO
EXECUTE A LEASE AGREEMENT BY AND BETWEEN THE BOARD
OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA,
AND KEYS HOSPITAL FOUNDATION, INC., D/B/A MARINERS
HOSPITAL.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, as follows:
That the Chairman of the Board of County Commissioners
of Monroe County, Florida is hereby authorized to execute a
Lease Agreement by and between the Board of County Commissioners
of Monroe County, Florida, and Keys Hospital Foundation, Inc.,
d/b/a Mariners Hospital, a copy of same being attached hereto.
Passed and adopted by the Board of County Commissioners
of Monroe County, Florida, at a regular meeting of said Board
held on the 16th day of December, A.D. 1980.
BOARD OF COUNTY COMMISSIONERS OF
MONROE COU TY, FLORID
By
a man
(Seal)
Attest:
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
By
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iYtOr" s C3ffiC�r
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LEASE AGREEMENT
THIS AGREEMENT, is made on thel6th day of December , 1980,
t)y and between the BOARD OF COUNTY COMMISSIONERS, Monroe County,
Florida, hereinafter called "LESSOR", and KEYS HOSPITAL FOUNDATION,
INC., d/b/a MARINERS HOSPITAL, 50 High Point Road, Plantation Key,
i
Monroe County, Florida, hereinafter called "LESSEE".
1. DESCRIPTION OF PREMISES. LESSOR leases to LESSEE, and
LESSEE hires from LESSOR, as herein provided, the premises located
at Mile Marker 89, Plantation Key, Monroe County, Florida, consisting
-)f a 50' x 30' parcel of land located at the intersection of High
Point Road and U. S. Highway #1, and more particularly described in
Schedule "A" -attached hereto and by reference incorporated herein.
2. TERM. The term of this lease shall commence upon the
date of execution and expire on June 1, 2010.
3. RENT. The total rent under this lease is TEN ($10.00)
DOLLARS, per year, payable on the date of the execution of this
Tease and annually thereafter during the term thereof.
4. USE OF PREMISES, GENERALLY. The premises are leased to
oe used exclusively for the location of an architectually designed,
illuminated sign for MARINER HOSPITAL. LESSEE agrees to restrict it..
use to such purposes and not to use, or permit the use of,the premises
for any other purpose without first obtaining the consent of the LESSOR.
5. INSURANCE. LESSEE shall maintain full insurance on the
premises, including but not limited to fire and public liability
insurance covering the premises and sign.
6. NO WASTE, NUISANCE, OR UNLAWFUL USE. Lessee shall not
commit, or allow to be committed, any waste on the premises, create
or allow any nuisance to exist on the premises, or use or allow the
premises to be used for any unlawful purpose.
7. PAYMENT OF UTILITIES. LESSEE shall pay for all utilitieF
furnished the premises for the term of this lease, including but not
limited to water and electricity.
8. REPAIRS AND MAINTENANCE. LESSEE , at its expense, shall
maintain and keep the premises in good repair and in good condition.
9. PARTIAL DESTRUCTION OF PREMISES. Partial destruction of
the leased premises shall not render this lease void or voidable, or
491
terminate it except as herein provided.
If the premises are partially destroyed during the term of
this lease, LESSEE shall reconstruct Or make repairs within a
reasonable length of time, otherwise this lease may be voided by
LESSOR.
10. LESSEE'S ASSIGNMENT. LESSEE agrees not to assign, or
sublease the leased premises, in any part thereof, or any right or
privilege connected therewith, or to allow any other person, except
LESSEE's agents and employees to occupy the premises or any part
thereof, without first obtaining LESSOR's written consent.
EXECUTED at
on the 16 day of
Marathon , Monroe County, Florida,
December , 1980.
IN WITNESS WHEREOF, LESSOR has caused these presents to be
executed in its name by its BOARD OF COUNTY COMMISSIONERS, acting
by the Chairman or VIce-Chairman of said Board, the day and year
aforesaid.
ATTEST:
By Its BO RD OF COUNX,COMM SS ION RS
;B: Chair n r Vice -Chairman A�
Clerk o, Deputy Clerk of
Circuit Court
Monroe County, Florida
(CLERK'S SEAL)
(Corporate Seal)
Attest:
Secretary
KEYS HOSPITAL FOUNDATION, INC.,
d/b/a MARINERS HOSPITAL
By
President
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Par'. of Lot 12, " PAN DAL AUAT1'S SUBDr\1ISI(AN" n;i
PI.,-;,L,)tlnn Key, according to the flat t}"1<'.reof a_,j
rcc urdc d in Plat.. Bonk 1, Pa(je 11.0, of the Public-
Records of Monroe County, Florida, more particu-
larly desnl•ibed as foll.ows:
Comm(�nce at the Northwestern corner. of Lhe above
said Lot 12, thence South 0'13'00" East_ al_on(l t-.he
Southerly right of way of High Point Road, said
Southerly right. of way line being also the North
line of said Lot 12 of Randal Adam's Suhdivision
for 1052.18 feet to the Point of Beginniinq; thence
cont:.inue South 88"13'00" Fast along said Southerly
ri,itrt of way line of High Point Road for 50 feet to
thF, right of way of U. S. nl; thence South 39"26'00" ,
West along the right of way of U. S. #1 a distance
of s0 feet; thence North 88°13'00" West 50 feet;
thence North 39°26'00" East a ilstance of 30 feet
to the Point of Beginning.
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is ;1 1 1,111. ;ijid ci 1-1 (.(.1 111' the A1.1 wit-,
of of 1\* E YS I I (-),-; N'FA 1, F() 1.1 N 1) A LION. 1N C
corpor;l, loll not for prorit. org.;1111;(.d tll(' SIMI,,
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Florid.,i, f'llcd oil Miv 1G, 1979, ;i�, shoV,11 I)v 11W ;A .%
office
The charter numhc:j- for this corporNholl i� I i I 1'1* 197.
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6ivrit ittiber vul hl-aub atuh the (IDmit
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FLORIDA — STATE OF THE ARTS
INC.
AFTICLES OF INCORPORATION
OF
KEYS HOSPITAL FOUNDATION, INC.
A FLORIDA N6N-PROFIT CORPORATION
ARTICLE ONE: Name.
The name of this corporation is KEYS HOSPITAL FOUNDATION,
ARTICLE TWO: Statement of Corporate Nature.
This is a nonprofit corporation organized solely for
general charitable purposes pursuant to the Florida Corporations
Not for Profit law set forth in Part I of Chapter. 517 of the
Florida Statutes.
ARTICLE TIIREF,: ('ener.al and Specific Purposes.
(a) The specific .and primary purposes for which this
corporation is formed are to generate a plan including facts and
figures for providing hospital services to the Upper Keys community,
and then implementing that plan. The general purpose shall be of
a charitable or educational nature, or both.
(b) The general purposes for which this corpor.�-.rion is
formed are to operate exclusively for such charitable and educa-
tional purposes as will qualify it as an exempt organization under
Section 501(c)(3) of the Internal Revenue Code of 1954 or corres-
ponding provisions of any subsequent federal_ tar, laws, including,,
for such purposes, the making of distributions to organizations
which qualify as tax-exempt organizations under that Code.
(c) This corporation shall not, as a substantial part
of its activitieL, carry on propaganda or otherwise attempt to
influence legislation; nor shall it participate or intervene ('L,v
publication or distribution of any statements or others -wise) 9n .zny
political campaign on behalf of any candidate for public office.
ARTICLE FOUR: Term.
This corporation shall have a perpetual existence.
SOS
ARTICLE FIVE: Membership.
The corporation shall have a membership distinct from
the board of trustees. Membership shall be upon donation of
money, time or services to the foundation for use to further the
general and -'specific purposes of the corporation.
?ARTICLE SIX: Subscribers.
The names and addresses of the subscribers of this
corporation are a!�? follows:
Chuck Tittle
P. 0. Drawer 535
Tavernier, Florida 33070
Ben Bagby
P. 0. Box 167
Islamorada, Florida 33036
Joe Miklas
P. 0. Box 366
Islamorada, Florida 33036
ARTICLE SEVEN: Location of Principal Office and
Identification of. 'Rejistered Agent.
(a) The county in the State of Florida where the
principal office for the transaction of the business of this
corporation is to be located is Monroe County.
(b) The name and address of this corporation's
registered agent is Joe Miklas at 86000 Overseas Highway,
Islamorada., Florida 33036.
ARTICLE EIGHT: Management of Corporate Affaire.
(a) Board of Trustees. The poiaers of thii corporation
shall be exercised, its properties controlled, and its affairs
conducted by a board of trustees. Ille number of trustees of the
corporation shall be three (3) provided, however, that such
number may be changed by a bylaw duly adopted by the members.
The trustees named herein as the first board of trustees
shall hold office until the first meeting of members, to be held
on June 5, 1979, at 12 noon, at Harry`s Place, Tavernier, Florida,
at which time an election of trustees shall be held.
Trustees elected at the first annual meeting, and at
all times thereafter, shall serve for a term of one year until the
next annual meeting of members following the election of trustees
and tuatil the qualification of the successors in office. Annual
meetings shall be held at 12 noon on they first Tuesday in May of
each year at the principal office of the enrporation, or at such
other place or planes an the board of trustees may designate from
time to time by resolution.
Any action requird'd or permitted to be taken by the
board of trustees under any provision of law may be taken without
a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the: pro-
ceedings of the board, and any such ,fiction by written consent
shall have the same force and effect as if taken by unanimous
vote of the trustees. Any certificate or other document filed
under any provision of law which relates to action so taken
shall state that the action was taken by unanimous written con-
sent of the board of trustees without a meeting and that the
articles of incorporation (and bylaws) of this corporation au-
thorize the trustees to so act.
facie evidence of such authority.
Such a. statement shall be prima
The names and addresses of such first members of the
board of trustees are as follows:
Chuck Tittle
P. 0. Drawer 535
Tavernier, Florida 33070
Zen Bagby
P. 0. Box 167
Islamorada, Florida 33036
Joe Miklas
P. 0. Box 366
Islamorada, Florida 33036
(b) Corporate Officers. The board of trustees shall
elect the following officers: president, treasurer, and secretary,
and such other officers as the bylaws of this corporation may
authorize the trustees to elect from time to time. Initially,
such officers shall be elected at the first annual meeting of the
board of trustees. Until such election is held, the following;
persons shall serve as corporate officers, Chuck Tittle, President;
")RNLr "s
"IUNN FBen Bagby, Treasurer; Joe Miklas, Secretary, all with addresses as
1. 9U� Ibf
.(fHIGHWAY AL in (a) above.
+. . �" 33036
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ARTICLE NINE: B laws.
Subject to the limitations contained in the bylaws, and
any limitations set forth in the Corporations Not for Profit law
of Florida, -,concerning corporate action that must be authorized
or approved by the members of the corporation, bylaws of this
corporation may be made, altered, rescinded. added to. or nAw
bylaws may be adopted, either by a resolution of the board of
trustees or by following the procedure set forth therefor in the
bylaws.
ARTICLE TEN: Dedication of Assets.
The property of this corporation is irrevocably dedicated
to charitable purposes and no part of the net income or assets
of this corporation shall ever inure to the benefit of any
director, officer, or member thereof, or to the benefit of any
private individual.
ARTICLE ELEVEN:
Distribution of Assets.
Upon the dissolution or winding up of this corporation,
its assets remaining after payment, or provision for payment, of
all debts and liabilities of the corporations, shall be distributed
to a nonprofit fund, foundation, or corporation which is organized
and operated exclusively for charitable purposes and which has
established its tax exempt status under Section 501(c)(3) of the
Internal Revenue Code of 1954, or corresponding provisions of any
subsequent federal tax laws.
ARTICLE IVELVE: Amendment of Articles.
Amendments to these articles of incorporation may be
proposed by a resolution adopted by the -board of trustees and
presented to a quorum of members for their vote. Amendments tiny
be adopted by the vote of two-thirds of a quorum of members of
the corporation.
We, the undersigned, being the incorporators of this
corporation, and including all the persons herein named as the
subscribers of this corporation, for the purpose of forming thy_.-.
nonprofit charitable corporation under the Laws of Florida have
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executed these articles of incorporation on
1979.
SWOP-N TO and subscr'bed t,efore me this day of_
1979.
16tary u Tl"c
NOTc.RY PIiBLIC STATE OF rMRIDA AT UIGE
My cormnission expires: : i«cr, IxPIRE" FFR. ?A
PQ'IDED i,HRU GFIJER�L INS, UNDER,' RjTFRS
ACKNOWLEDMIENT OF RESIDENT AGENT
Having been named to accept service of process for the
foregoing corporation, at place designated in the.kkrticles of
Incorporation, I hereby accept to act in this capacity, and agree
to comply with the provisions of Chanter 48.091, Florida Statutes,
relative to keeping open said office.
Resident Agent
i:eys Hospital Foundation. Inc.
ARTICLES 01' AMENDME,14T
TO
ARTICLES OF' INCORPORATION
OF
KEYS HOSPITAL FOUN DA`1'I ON , INC.
Pursuant to the provisions of Section 607.187 of the Florida
Statutes, the undersigned corporation adopts the following Articles
of Amendment to its Articles of Incorporation:
1. ARTICLE `TREE (a) is amended to read as fo t lows :
(a) The specific and primary purposes for which this
corporation is formed are to c,enerate a plan including
facts and figures for providing hospital services to
the residents of the City of Layton and to residents of
the unincorporated part of Monroe County known as the
Upper Keys, and then implementintI that. plan. 'rhe general
purpose shall be of a charitable or educational nature
or both.
2. ARTICLE EIGHT is amended by adding (c) as follows:
(c) The City of Layton, which has sponsored the
financing of the purchase of Mariners Hospital shall_ have
the unconditional right, and must approve any change it,
the Directors of Keys Hospital Foundation, Inc., or any
ch-inge in the Articles of lnc-orporatiozi, or Bylaws of
Keys Hospital Foundation, Inc.
3. The foregoing amendments were adopted by a Resolution o
Board of Trustees and approved by a vote of two-thirds (2/3) of a
quorum of: members of the corporation nn June 4, 1980.
IN WITNESS WHEREOF, the undersigned President and Secrctary
of this corporation have executed these Articles of Amenclmcn'_ c?.
June 4, 1980.
Y
"_frN SOREI NSEN,
GORDON OSBORN , Secretary
Ub 9
STATE OF FLORIDA
COUNTY O I' MON ROE
I HEREBY CERTIFY that on this day before me, an Officer
duly authorized in the State,, -and County last aforesaid to take
acknowledgments, personally appeared KEN SORENSEN and CORDON
OSBORN, the President and Secretary of KEYS HOSPITAL FO[iNDATION,
INC., a Florida Non-profit corporation, to me known to be. the
persons who signed the foregoing instrument and as such officers
and the;: acknowledged to me the execution thereof to be their
free act and deed as such and that the said instrument is the act
and deed of said corporation.
s L.
WT'I'NE37S my hand and official seal. this ( day of July,
1980, at Tavernier., Monroe County, Florida.
Notary 11tit) lic - S -ate or Flor>:.a
My COT111111SS iOtl PXj->1 1-0S :
NC 1. �• rc �, ,
AT LAPCZ
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