05/21/2008 Lease
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
August 11, 2008
TO:
Suzanne A. Hutton
County Attorney
FROM:
Kathy M Peters
Executive Assistant
Pamela G. Hanc~
Deputy Clerk 'CJI
ATTN:
At the May 21, 2008, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of a Lease Agreement for the Higgs Beach
Concession/Restaurant between Monroe County and Key West Hospitality, LLC (Salute'
Restaurant on Higgs Beach).
Enclosed is a duplicate original and two copies of the above-mentioned for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: Finance
File.1
LEASE AGREEMENT
HIGGS BEACH CONCESSION/RESTAURANT
THIS LEASE AGREEMENT is made by and between Monroe County, a political
subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West,
FL 33040, hereafter "County" or "Lessor", and Key West Hospitality, LLC, whose address is
1002 Fleming Street, Key West, Fl., 330040 hereafter, "Tenant" or "Lessee" this ;J/.t: day of
~~,2008.
WHEREAS, on the 12th day of August 1998, the County and the predecessor in interest
entered into a Lease agreement, for one (5) year term, with an option to renew for one additional
(5) year ternl hereafter referred to as "Original Agreement", copy of which is attached hereto and
made a part hereof; and
WHEREAS, the County and the predecessor in interest subsequently entered into lease
amendments dated February 10, 1999, July 21, 1999, September 20, 2000, May 16, 2001,
October 17, 2001, July 17, 2002, May 19, 2004 and July 14, 2004, copies of which are attached
hereto and made a part hereof; and
WHEREAS, the July 17, 2002 amendment amended the renewal term of the Original
Agreement imd now provided the predecessor in interest with an option to renew the Original
Agreement for two additional (5) year terms; and
WHEREAS, the predecessor in interest exercised his initial option to renew the Original
Agreement Imd the County and the predecessor in interest entered into a Renewal Agreement
dated July 1:5,2003, copy of which is attached hereto and made a part hereof; and
WHEREAS, the predecessor in interest assigned all of his rights, title and interest in the
Original Agreement to the Lessee pursuant to a contract for sale/purchase of the restaurant; and
WHEREAS, the County entered into a Consent To Assignment Of Lease dated April 20,
2005, copy of which is attached hereto and made a part hereof; and
WHEREAS, an American with Disabilities Act (hereafter ADA) complaint has been
filed againslt the Lessee citing ADA deficiencies on the leasehold premises at 1000 Atlantic
Blvd., Key West, Florida; and
WHEREAS, under the terms of the original agreement the Lessee agreed not to make
any major alterations to the building located on the lease hold without first obtaining approval
from the County; and
WH:EREAS, the current renewal term expires on August II 2008, and the Lessee has
informed the County ofthe Lessee's intent to exercise the Lessee's 2m! renewal option; and
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WHEREAS, the Lessee has agreed to effect all of the ADA modifications at Lessee's
cost and proposes to make additional capital improvements at leasehold premises at Lessee's
costs; and
WHEREAS, Lessee is seeking an additional term of years beyond the 2nd renewal option
in exchange for effecting additional capital improvements separate and apart from the ADA
modifications; and
WHEREAS, Lessee and County find that, for purposes of clarity, it would be mutually
beneficial to enter into a new Lease and terminate Lessee's current Lease along with all
amendments and renewals entered pursuant thereto;
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the parties agree as follows:
I. Mutual Termination of Existinl!: Lease. The parties mutually agree to cancel
their August 12, 1998 original Lease Agreement, February 10, 1999, July 21, 1999,
September 20,2000, May 16,2001, October 17, 2001, July 17, 2002, May 19,2004,
amendments and July IS, 2003 renewal agreement effective August II, 2008, with
neither party having any further duty, obligation or liability to the other under the
terms of the above listed documents.
2. ]>remises. The County does hereby lease to Tenant and Tenant leases from the
County, a concrete building now situated on Clarence S. Higgs Memorial Beach,
1000 Atlantic Blvd., Key West, Monroe County, Florida, in its as is condition. Square
footage allocations shall be limited to the interior and enclosed patio area referenced
in Exhibit "A" attached hereto and incorporated herein.
3. Term and Effective Date. Lessor does hereby grant to the Lessee the exclusive right
and privilege of operating and maintaining a full service concession/restaurant at
Clarence S. Higgs Memorial Beach, Key West, Monroe County, Florida, for a term of
five (5) years commencing August 12,2008 and terminating on August 11,2013
lmless extended in accordance with the terms set forth in subsection ii) below.
i)Within the first year of the lease term, Lessee agrees to make the
following modifications, at Lessee's cost, pursuant to the Stipulated Settlement
Agreement in ADA case # 08-10007 filed in the United States District Court,
Southern District of Florida:
a) Modify the main entrance to the restaurant by installing a proper ramp in order
to eliminate the change in level.
b) Install proper signage to indicate the accessible entrances to the restaurant,
patio area and accessible bathroom.
c) Install proper door hardware on all entrance and public doors.
d) Provide accessible tables in all dining areas and bar area with proper signage
indicating accessible tables.
e) Provide an accessible route from the bar/restaurant area to the restaurant
restrooms including the addition of a ramp or deck to provide a level surface for
access.
f) Modify the existing women's restroom to make a unisex accessible restroom
which will require changes to the door entrance, pathway within, fixture
modifications and proper signage.
g) Establish appropriate employee training policies.
h) Maintain all accessible features in the future.
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i) Ensure any future modifications, alterations, or changes are in compliance with
the ADA.
j) Request Lessor provide an additional disabled parking space along with proper
striping and signage of the accessible parking space creating an accessible route to
the restaurant and relocating bicycle racks to prevent encroachment into the
accessible route.
ii)Upon completing the ADA compliance modifications listed above,
Lessee anticipates completing additional capital improvements estimated to cost
$125,000 as listed below;
a) Update all electrical and plumbing in the building to bring it in
compliance with all current code requirements.
b) Remove and replace the outside patio deck area to level the floor with
the main dining room floor.
c) Revamp and replace the roof over the outside patio deck area to create a
more substantial roof surface.
d) Remodel and enlarge the stall areas of the restaurant restrooms to make
both accessible and in compliance with the ADA rather than having
only one unisex accessible restroom which is proposed for installation
in 2008-2009.
If Lessee has previously completed all ADA modifications listed in subsection
i) a-j, Lessee shall be entitled to extend the lease two additional years for
every $25,000 spent on capital improvements listed in subsection ii) a - d up
to a maximum of 10 years. All improvements listed in subsection ii) must be
completed by August 12, 2012 unless extended by mutual agreement. Upon
providing proof, in the form of material invoices, construction contracts, etc.,
to the Director of Facilities Maintenance as to the total amount spent on
capital improvements listed in subsection ii) a-d, the parties will enter into an
amendment extending the term of the Lease Agreement 2 years for every
$25,000 in capital improvement.
4. Rent. Maintenance Fee. Tax. The total monthly rental payment (hereinafter
eollectively known as "rent"), shall include rent, applicable sales tax and a
maintenance fee to cover the cost of the Lessor providing janitorial services and the
opening and closing of the public restrooms. The initial rent for the Premises
including the maintenance fee and applicable sales tax is $7,334.94 per month,
payable in advance on or before the first business day of each month. The rent will
be adjusted annually beginning with the first anniversary of the commencement of the
lease term, and at every anniversary thereafter, by a percentage equal to the increase
in the CPI for all urban consumers (CPI-U) for the calendar year immediately
preceding the anniversary date.
5. Termination. This Agreement may be terminated at the discretion of the Lessor in
the following circumstances:
a) Lessee fails to pay the rent when due;
b) Lessee fails to obtain the insurance required under this Lease or allows the
required insurance coverage to lapse or fall below the minimum required;
c) Lessee otherwise breaches the terms of this Lease.
Unless the Lessor has accepted in writing a delay in performance of duties, the failure
to perform said duties shall constitute a default under the terms of this Lease
Agreement. In the case of defaultlbreach, the County's Director of Facilities
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Maintenance shall first give Lessee a written notification stating the defaultlbreach
and that Lessee has ten (10) days to correct the defaultlbreach. If the Lessee has not
corrected the defaultlbreach at the end of the ten (10) days, then the Lessor may
terminate the Lease in its discretion. If it shall be necessary to employ the services of
an attorney in order to enforce its rights under this Lease Agreement, the Lessor shall
be entitled to reasonable attorney's fees. Waiver of a default in any particular month
shall not bind the Lessor to forego the provisions of this paragraph and any
subsequent default shall be grounds for termination.
6.
!"essee Covenants.
Lessee covenants and agrees as follows:
A. To keep open such concession/restaurant Monday-Sunday, including holidays,
from 7:00 A.M. - I I :00 P.M., and shall not exceed the established beach hours as
specified in Monroe County Ordinance 13.5-3(2)(E). Hours of operation may be
modified by mutual agreement.
B. To furnish the necessary equipment, furnishings and fixtures needed to operate
the concession/restaurant. All moveable equipment and furnishings shall remain
the property of the Lessee and may be removed from the premises by Lessee at
the termination of this lease agreement, with Lessor's consent. If Lessee fails to
remove said moveable equipment or furnishings within ten (10) days after
termination of this lease, said items shall then become the property of the Lessor.
C. Lessee shall maintain a City and County occupational license during the period of
this lease.
D. Lessee agrees to keep the leased premises in a safe, clean and well-maintained
order at no expense to the Lessor. This provision is to be monitored by the
Director of Public Facilities Maintenance or his representative.
E. Lessee agrees to operate its business in a business like manner.
7. Lessor Covenants. In connection with the above demised premises, the Lessor
<:ovenants with the Lessee that conditioned upon Lessee's performance and
observance of Lessee's covenants herein, Lessee shall have quiet enjoyment and
peaceable possession of the premises during the term of this Lease. In the event the
County elects to maintain and/or improve its properties in the vicinity of the leasehold
herein, either by necessity, or by choice, such activity will not be considered as a
breach of any covenant of this lease.
Lessor further covenants and, at its cost, agrees:
a) to provide proper striping and signage of the accessible parking space and to
provide a second accessible parking space adjacent to the current accessible parking
space in conjunction with the accessible route to the restaurant.
b) relocate the bicycle racks to prevent encroachment into the accessible route
leading to any accessible entrance to the restaurant.
c) to establish a policy of enforcement if cars are improperly parked to notify the
car owner or have the vehicle towed pursuant to F.S. Sec. 316.1955(1)(a)
8. ~'\.ssil!nment. It is agreed by the parties hereto that Lessee may elect to sub-lease
or assign this Lease Agreement only upon written consent of the Monroe County
Board of County Commissioners which shall not be unreasonably withheld. The
terms of this Lease Agreement shall be binding on the heirs, executors,
administrators, sub-lessees and assigns of Lessee.
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9. JYlechanic's Liens. Lessor's Ri2hts. It is hereby covenanted, stipulated and
agreed by and between the parties hereto that:
A. there shall, during said demised term, be no mechanic's liens placed upon the
concession/restaurant or improvements thereto.
B. in case of any attempt to place a mechanic's lien on the leasehold premises, the
Lessee must payoff same.
C. if default in payment thereof shall continue for thirty (30) days after written
notice, Lessor shall have the right and privilege, at its option, to payoff any
mechanic's lien or any portion thereof and the amount so paid, including
expenses, shall, at Lessor's option, be designated as additional rent due from
Lessee at the next rent due date after such payment, with interest calculated at the
rate established by the Comptroller under Sec. 55.03, Fla. Stat., for the year in
which the payment became overdue. Nothing in this section is to be read as a
waiver or authorization by the County of its constitutional and statutory immunity
and right to have its property free of such liens.
10. Sale of Alcoholic Bevera2es. Alcoholic beverages may be sold within the
enclosed restaurant and patio area only upon acquisition and maintenance of proper
licenses from local, state and federal agencies. No carry-out sales of alcoholic
beverages is permitted. Sales and consumption of alcoholic beverages must cease by
11 :00 P.M.
11. Entertainment. Entertainment may be provided only in the enclosed restaurant and
patio area. Any entertainment must be acoustic soft background music and must cease
by 11 :00 P.M.
12. Licenses. Lessee shall be responsible for and provide all licenses required by all
local, state and federal agencies including the Department of Health.
13. Premises to be Used For Lawful Purposes. It is expressly covenanted between
the parties hereto that the Lessee will not use, suffer nor permit any person to use in
,my manner whatsoever the leasehold property, nor any portion thereof, for purposes
calculated to injure the reputation of the leasehold property or of the neighboring
property, nor for any purpose or use in violation of the laws of the Untied States, or of
the State of Florida, or of the Ordinances of Monroe County or the City of Key West,
Florida. Lessee will keep and save the Lessor forever harmless from any penalty or
damage or charges imposed for any violation of any said laws, whether occasioned by
neglect of Lessee and Lessee will indemnify and save and keep harmless the Lessor
against and from any loss, cost, damage, and expense arising out of any accident or
other occurrence, causing injury to any person or property whomsoever or
whatsoever, and due directly or indirectly to the use of the leasehold premises or any
part thereofby Lessee.
14. ]Limitation of Lessor's Liabilitv. It is further agreed that in no case shall the Lessor
herein be liable, under any express or implied covenants in the Lease Agreement, for
any damages whatsoever to the Lessee beyond the rent reserved by the Lease
Agreement accruing, for the act, or breach of covenant, for which damages may be
sought to be recovered against said Lessor, and that in the event said Lessee shall be
ousted from the possession of said property by reason of any defect in the title of said
Lessor or said Lessor's authority to make this lease agreement, said Lessee shall not
be required to pay rent under this lease agreement while he is so deprived of said
property, and that said Lessor shall not incur any liability as a result of such ouster.
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15. No Waiver of Breach. It is further mutually covenanted and agreed between the
r'arties hereto that no waiver of a breach of any of the covenants of this lease
agreement shall be construed to be a waiver of any succeeding breach of the same
covenant.
16. 9bservance of County Rules and Reeulations. The Lessee hereby covenants
and agrees that he, his agents, employees or otherwise shall observe and obey all
lawful rules and regulations which may from time to time during the term hereby
promulgated and enforced by the Lessor at the beach.
17. !=ountv's Rieht of Entrv. The Lessor reserves the right hereunder to enter
upon the premises at any reasonable time during normal operating hours for the
purpose of inspecting said premises to determine whether Lessee has complied and is
complying with the terms and conditions of this Lease Agreement. The Lessee hereby
agrees to keep the premises at all times in a clean and sanitary condition, and not to
maintain or keep upon said premises any properties or equipment not used in
connection with the operation of said business, unless authorized by the Lessor to do
so.
18. Leasehold Imorovements. The Lessee agrees not to make any major alterations
to the building located on said premises, without first obtaining written consent of the
Lessor to do so, which will not be unreasonably withheld. Such alterations shall be
based on plans approved by the Director of Facilities Maintenance and shall be
subject to all City and County code provisions governing construction. Lessee shall
be responsible for obtaining any permits required by any government agency. All site
improvements shall be pre-approved by the Monroe County Board of County
Commissioners.
19. Leasehold Maintenance. During the term of this lease, Lessee is responsible
for all maintenance and repairs, including major repairs such as structural work and
roof replacement and replacement of the building if destroyed. All repairs and
replacement must be of the same or better quality as the original work and conform to
all applicable building codes. Lessee shall be responsible for and shall properly
maintain the leased premises, and upon the termination of this lease, shall leave the
premises in at least as good condition as at the time of the commencement of this
lease, normal use and occupancy excepted. The Lessee will keep the premises clean
at all times and must meet all requirements for food handling as required by the
Monroe County Department of Health.
20. Resoonsibilty for Prooerty on Leasehold. All property of any kind that may be
on the premises during the term of this Lease Agreement shall be at the sole risk of
the Lessee. The Lessor shall not be liable to the Lessee or any other person for any
injury, loss or damage to property or person on the premises.
21. Damaee to Leasehold. In the event that the demised premises, or a major part
thereof are destroyed by fire, storm, or any other casualty, the Lessor at its option and
without assuming Lessee's responsibilities under Section 19 "Leasehold
Maintenance", may forthwith repair the damage to such structure at its own cost and
expense. The rental thereon shall cease until the completion of such repairs and the
Lessor will immediately refund the pro rata part of any rentals paid in advance by the
Lessee prior to such destruction. Should the premises be only partly destroyed, so that
the major part thereof is usable by the Lessee, then the rental shall abate to the extent
that the injured or damaged part bears to the whole of such premises and such injury
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or damage shall be restored by the Lessor as speedily as is practicable and upon
completion of such repairs, the full rental shall commence and the Lease shall then
continue the balance of the term. If Lessor exercises its option to repair the premises,
Lessee agrees to assign its right to the insurance proceeds to the Lessor. If insurance
proceeds exceed the costs of repair, the Lessor will, at its option, either remit the
excess funds to the Lessee or apply the excess funds as a credit towards Lessee's next
dlue monthly rental payment. If repair costs exceed the insurance proceeds, Lessee
agrees to pay Lessor within 30 days for any and all costs of repair not covered by
insurance proceeds.
22. Ril!hts Reserved. Rights not specifically granted to Lessee by this Lease Agreement
are reserved to the Lessor.
23. Ril!hts of County. The Lessor shall have the absolute right, without limitation, to
repair, reconstruct, alter or add to any structure or facility at Higgs Beach, or to
c:onstruct new facilities at Higgs Beach. The Lessor shall, in the exercise of such
right, be free from any and all liability to the Lessee for business damages occasioned
during the making of such repairs, alterations and additions, except those occasioned
by the sole act of negligence of the Lessor, its employees or agents.
24. Indemnification/Hold Harmless. Notwithstanding any mInimUm insurance
requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify
,md hold Lessor and the Lessor's elected and appointed officers and employees
harmless from and against (i) any claims, actions or causes of action, (ii) any
litigation, administrative proceedings, appellate proceedings, or other proceedings
relating to any type of injury (including death), loss, damage, fine, penalty or business
interruption, and (iii) any costs or expenses (including, without limitation, costs of
remediation in connection with a violation of any federal, state, or local law or
regulation, attorneys' fees and costs, court costs, fines and penalties) that may be
asserted against, initiated with respect to, or sustained by, any indemnified party by
reason of, or in connection with, (A) any activity of Lessee or any of its employees,
agents, contractors or other invitees on the leasehold premises during the term of this
Agreement, (B) the negligence or willful misconduct of Lessee or any of its
employees, agents, contractors or other invitees, or (C) Lessee's default in respect of
any of the obligations that it undertakes under the terms of this Lease Agreement,
except to the extent the claims, actions, causes of action, litigation, proceedings, costs
or expenses arise from the intentional or sole negligent acts or omissions of the
Lessor or any of its employees, agents, contractors or invitees (other than Lessee).
Insofar as the claims, actions, causes of action, litigation, proceedings, costs or
expenses relate to events or circumstances that occur during the term of this Lease
Agreement, this section will survive the expiration of the term of this lease or any
earlier termination of this Lease Agreement.
25. Insurance Requirements. Lessee shall obtain and maintain at it's own expense the
insurance coverages listed in exhibit B.
26. .Books. Records and Documents. Lessee shall maintain all books, records, and
documents directly pertinent to performance under this Lease Agreement in
accordance with generally accepted accounting principles consistently applied. Each
party to this Lease Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Lease
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Agreement for public records purposes during the term of the Lease Agreement and
for four years following the termination of this Lease Agreement.
27. r;'overninl!: Law. Venue. Interpretation: This Lease Agreement shall be governed
by and construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely in the State. In the event that any cause
of action or administrative proceeding is instituted for the enforcement or
interpretation of this Lease Agreement, the Lessor and Lessee agree that venue will
lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
The Lessor and Lessee agree that, in the event of conflicting interpretations of the
terms or a term ofthis Lease Agreement by or between any ofthem the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding.
27. Entire Al!:reement. This writing embodies the entire agreement and understanding
between the parties hereto, and there are no other agreements and understandings,
oral or written, with reference to the subject matter hereof that are not merged herein
,md superseded hereby. Any amendment to this Lease Agreement shall be in writing,
approved by the Board of County Commissioners, and signed by both parties before it
becomes effective.
28. Severabilitv. If any term, covenant, condition or provision of this Lease Agreement
(or the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms,
covenants, conditions and provisions of this Lease Agreement, shall not be affected
thereby; and each remaining term, covenant, condition and provision of this Lease
Agreement shall be valid and shall be enforceable to the fullest extent permitted by
law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Lease Agreement would prevent the accomplishment of the original
intent of this Lease Agreement. The Lessor and Lessee agree to reform the Lease
Agreement to replace any stricken provision with a valid provision that comes as
dose as possible to the intent ofthe stricken provision.
29. Attornev's Fees and Costs. The Lessor and Lesse agree that in the event any cause
of action or administrative proceeding is initiated or defended by any party relative to
the enforcement or interpretation of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include attorney's
fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Lease Agreement
shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County.
30. Bindinl!: Effect. The terms, covenants, conditions, and provisions of this Lease
Agreement shall bind and inure to the benefit of the Lessor and Lessee and their
respective legal representatives, successors, and assigns.
31. Authoritv. Each party represents and warrants to the other that the execution,
delivery and performance of this Lease Agreement have been duly authorized by all
necessary County and corporate action, as required by law.
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32. Claims for Federal or State Aid. Lessor and Lessee agree that each shall be, and is,
~:mpowered to apply for, seek, and obtain federal and state funds to further the
purpose of this Lease Agreement; provided that all applications, requests, grant
proposals, and funding solicitations shall be approved by each party prior to
submission.
33. L~diudication of Disputes or Disal!reements. Lessor and Lessee agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If no resolution can be agreed
upon within 30 days after the first meet and confer session, the issue or issues shall be
discussed at a public meeting of the Board of County Commissioners. If the issue or
issues are still not resolved to the satisfaction of the parties, then any party shall have
the right to seek such relief or remedy as may be provided by this Lease Agreement
or by Florida law.
34. Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance, or breach of this Lease
Agreement, Lessor and Lessee agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to
the substance of this Lease Agreement or provision of the services under this Lease
Agreement. Lessor and Lessee specifically agree that no party to this Lease
Agreement shall be required to enter into any arbitration proceedings related to this
Lease Agreement.
35. Nondiscrimination. Lessor and Lessee agree that there will be no discrimination
against any person, and it is expressly understood that upon a determination by a
wurt of competent jurisdiction that discrimination has occurred, this Lease
Agreement automatically terminates without any further action on the part of any
party, effective the date of the court order. Lessor and Lessee agree to comply with
all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil
Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race,
(;olor or national origin; 2) Title IX of the Education Amendment of 1972, as
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on
the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20
USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of
11972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug
abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment
and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of
the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to
time, relating to nondiscrimination on the basis of disability; 10) Sections 13-101, et
seq., Monroe County Code, relating to discrimination based on race, color, sex,
religion, disability, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; II) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of,
this Lease Agreement.
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36. Covenant of No Interest. Lessor and Lessee covenant that neither presently has any
it1terest, and shall not acquire any interest, which would conflict in any manner or
degree with its performance under this Lease Agreement, and that the only interest of
each is to perform and receive benefits as recited in this Lease Agreement.
37. !;:ode of Ethics. Lessor agrees that officers and employees of the Lessor recognize
and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not
liimited to, solicitation or acceptance of gifts; doing business with one's agency;
unauiliorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
38. No Solicitation/Pavment. The Lessor and Lessee warrant that, in respect to itself, it
has neither employed nor retained any company or person, other than a bona fide
employee working solely for it, to solicit or secure this Lease Agreement and that it
has not paid or agreed to pay any person, company, corporation, individual, or firm,
other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or
making of this Lease Agreement. For the breach or violation of the provision, the
Lessee agrees that ilie Lessor shall have the right to terminate this Lease Agreement
without liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
39. I'ublic Access. The Lessor and Lessee shall allow and permit reasonable access to,
and inspection of, all documents, papers, letters or other materials in its possession or
under its control subject to the provisions of Chapter 119, Florida Statutes, and made
or received by ilie Lessor and Lessee in conjunction wiili this Lease Agreement; and
the Lessor shall have the right to unilaterally cancel iliis Lease Agreement upon
violation of this provision by Lessee.
40. Non-Waiver of Immunitv. Notwithstanding the provisions of Sec. 286.28, Florida
Statutes, the participation of the Lessor and Lessee in this Lease Agreement and the
acquisition of any commercial liability insurance coverage, self-insurance coverage,
or local goverrunent liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into by the
Lessor be required to contain any provision for waiver.
41. Privileees and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability,
workers' compensation, and other benefits which apply to ilie activity of officers,
agents, or employees of any public agents or employees of the Lessor, when
performing their respective functions under this Lease Agreement within ilie
territorial limits of the County shall apply to the same degree and extent to the
performance of such functions and duties of such officers, agents, volunteers, or
employees outside the territorial limits of the County.
42. Leeal Oblieations and ResDonsibilities: Non-Delegation of Constitutional or
Statutory Duties. This Lease Agreement is not intended to, nor shall it be construed
as, relieving any participating entity from any obligation or responsibility imposed
upon the entity by law except to the extent of actual and timely performance thereof
by any participating entity, in which case the performance may be offered in
satisfaction of the obligation or responsibility. Further, this Lease Agreement is not
10
intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the Lessor, except to the extent permitted by the
Florida constitution, state statute, and case law.
43. ~~on-Reliance bv Non-Parties. No person or entity shall be entitled to rely upon the
terms, or any of them, of this Lease Agreement to enforce or attempt to enforce any
third-party claim or entitlement to or benefit of any service or program contemplated
hereunder, and the Lessor and Lessee agree that neither the Lessor nor the Lessee or
any agent, officer, or employee of either shall have the authority to inform, counsel,
or otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Lease Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated
in this Lease Agreement.
44. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-
Free Workplace Statement.
45. No Personal Liabilitv. No covenant or agreement contained herein shall be deemed
to be a covenant or agreement of any member, officer, agent or employee of Monroe
County in his or her individual capacity, and no member, officer, agent or employee
of Monroe County shall be liable personally on this Lease Agreement or be subject to
any personal liability or accountability by reason of the execution of this Lease
Agreement.
46. Execution in Counterparts. This Lease Agreement may be executed in any number
of counterparts, each of which shall be regarded as an original, all of which taken
together shall constitute one and the same instrument and any of the parties hereto
may execute this Lease Agreement by signing any such counterpart.
47. Section Headinl!s. Section headings have been inserted in this Lease Agreement as a
matter of convenience of reference only, and it is agreed that such section headings
are not a part of this Lease Agreement and will not be used in the interpretation of
any provision of this Lease Agreement.
48. Mutual Review. This Lease agreement has been carefully reviewed by Lessee and
Lessor, therefore this Lease agreement is not to be construed against either party on
the basis of authorship.
11
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year first abovewr,itten.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
~JO;~
By
Mayor/Chairperson
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EXHIBIT
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2005 Fditlon
MONROE COllNTY, FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
General Insurance Requirements
for
Organizations/Individuals
Leasmg-Omnty-O'wiil!ll
Property
Prior to the Organization or Individual taking possession of the property owned by the County, or
commencing its concessionaire operations, the Organization/Individual shall obtain, at his/her
own expense, insurance as specified in the attached schedules, which are made part of this
lease/rental agreement.
The Org:mization/Individual will not be permitted to occupy or use the property until satisfactory
evidence of the required insurance has been furnished to the County as specified below.
The Organization/Individual shall maintain the required insurance throughout the entire term of
this lease/rental agreement and any extensions specified in the attached schedules. Failure to
comply with this provision may result in the immediate termination of the lease/rental agreement
and the return of all property owned by the County.
The Organization/Individual will be held responsible for all deductibles and self insured
retentions that may be contained in the Organization/Individual's Insurance policies.
The Organization/Individual shall provide, to the County, as satisfactory evidence of the required
insurance, either:
. Certificate oflnsurance
or
. A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material (:hange, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
The acceptance and/or approval of the OrganizationlIndividual's insurance shall not be construed
as relieving the Organization/lndi vidual from any liability or obligation assumed under this
contract or imposed by law.
The Monroe County Board of County Commissioners, will be included as "Additional Insured"
on all pol:icies. They will also be named as "Loss Payee" with respect to Fire Legal Exposure.
Administration lnstruction
#4709.6
EXHIBIT
B
29
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2005 Edition
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements" and
approved by Monroe County Risk Management.
Admillislrdtion In~!ruction
ff4709.6
30
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2005 Edition
ALL RISK PROPERTY
INSURANCE REQUIREMENTS
FOR
LEASES/RENTALS OF
COUNTY-OWNED PROPERTY
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the Organization/Individual taking possession of the property governed by this
lease/rental agreement, the Organization/Individual shaH obtain AH Risk Property Insurance (to
include the perils of Flood and Wind) with limits no less than the Replacement Cost Value of the
property leased or rented. Coverage shaH be maintained throughout the life of the Lease/Rental
Agreement and include, as a minimum, liability coverage for:
Fire
S rink ler Leaka e
Windstorm
Civil Commotion
Vandalism
FaHin Ob.ects
Ex losion
Flood
Li tin
Sinkhole CoHa se
Smoke
Aircraft and Vehicle Dama e
The Monroe County Board of County Commissioners shaH be named as Additional Insured and
Loss Payee on aH policies issued to satisfY the above requirements.
Admini.'~tnltion Instruction
#4709.6
31
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2005 Edition
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
LEASEIRENT AL OF PROPERTY
OWNED BY THE COUNTY
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the Organization/Individual taking possession of the property governed by this
leaselrental agreement, the Organization/Individual shall obtain General Liability Insurance.
Coverage shall be maintained throughout the life of the contract and include, as a minimum:
. Premises Operations
. Products and Completed Operations
. Blanket Contractual Liability
. Personal Injury Liability
. Expanded Definition of Property Damage
. Fire Legal Liability (with limits equal to the fair market value of the leased property.)
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the termination of the Lease/Rental Agreement.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfY the above requirements.
Administration Instruction
#4709.6
32
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2005 Edition
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
FOR
LEASES/RENTALS OF
COUNTY-OWNED PROPERTY
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior 10 the Organization/Individual taking possession of the property governed by this
lease/rental agreement, the Organization/Individual shall purchase Vehicle Liability
Insurance. Coverage shall be maintained throughout the life of the Lease/Rental
Agret,ment and include, as a minimum, liability coverage for:
. Owned, Non-Owned, and Hired Vehicles
. Physical Damage Protection (if the leased property is a County-owned
vehicle)
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
ACV for Physical Damage
If split limits are provided, the minimum limits acceptable shall be:
$ 100,000 per Person
$ 300,000 per Occurrence
$ 50,000 Property Damage
ACV for physical Damage
The Monroe County Board of County Commissioners shall be named as Additional
Insured on all policies issued to satisfy the above requirements. In addition, if the
lease/rental agreement involves County-owned vehicles, the Monroe County Board of
County Commissioners shall be named as "Loss Payee" with respect to the physical
damage protection.
Administration Instruction
#4709.6
33
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1996 Edition
LIQUOR LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract involves the sales and/or distribution of alcoholic
beverages, the Contractor's General Liability Insurance policy shall include Liquor Liability with limits
equal to those of the basic coverage.
A separate Liquor Liability policy is acceptable ifthe coverage is no more restrictive than the
Contractor's General Liability policy.
The Monroe County Board of County Commissioners will be included as Additional Insured if a
separate Liquor Liability policy is provided.
GLLlQ
Administration Instruction
#4709.2
59