2. 03/19/2010 to 12/31/2010 05/19/2010 DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: June 14, 2010
TO: Dent Pierce, Director
Public Works Division
ATTN: Beth Leto, Assistant Director
Public Works Division p1C
•
FROM: Isabel C DeSantis D.C. FL f�
At the May 19 2010, Board of County Commissioner's meeting the Board granted
approval of the following:
Agreement between Monroe County and Congresswoman Ileana Ross-Lehtinen for office
space at the Murray E. Nelson Government and Cultural Center in Key Largo.
Second Renewal Agreement between Monroe County and U.S. Water Services
Corporation for the operation and maintenance of the sewage treatment plant at the Roth
Build:__
A duplicate original of the above-mentioned is enclosed for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance
File
AGREEMENT
THIS AGREEMENT, made this ~th day of 1!::It ' 2010 by and
between the Board of County Commissioners of Monroe Co ty, FlorIda (hereInafter
"BO<=C") and U.S. Representative Ileana Ros-Lehtinen, (hereinafter "the
Congresswoman"), an elected official of the United States government.
WHEREAS, the BOCC leases premises to other governmental agencies servicing
the County community; and
WHEREAS, the Congresswoman has requested use of County office space; and
WHEREAS, the BOCC has determined that it is in the best interests of Monroe
County to provide approximately 122 square feet of office space at the Murray E. Nelson
Government and Cultural Center, located at 102050 Overseas Highway in Key Largo,
Florida;
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. Contract Term. This agreement is for the period commencing on March
19,2010 and terminating on December 31,2010.
2. Demise of Premises. The BOCC rents to the Congresswoman
approximately one hundred twenty-two (122) square feet of office space at
the Murray E. Nelson Government and Cultural Center, located at 102050
Overseas Highway in Key Largo, Florida (hereinafter "the premises"), in
accordance with this Agreement as alnended by District Office Lease
Attachment (Exhibit "A") attached hereto and incorporated herein.
3. BOCC Responsibility. The BOCC shall direct its Administrator,
Departments Heads, County Attorney, and staff to provide certain
facilities and support to the Congresswoman as can be provided without
requiring an increase in personnel, any purchase or lease of real or
personal property, or any other out-of-pocket expenditures.
4. Relationship of Parties. The Congresswoman is, and shall be, in the
performance of all works, services, and activities under this Agreement, a
government entity independent from the BOCC and not an employee,
agent or servant of the BOCC. The Congresswoman shall exercise
control, direction, and supervision over the means and manner of
personnel and volunteers through which she performs the functions of her
office. Although this Agreement is a cooperative agreement, similar in
many respects (but not all) to a partnership, the Congresswoman shall
have no authority whatsoever to act on behalf and/or as agent for the
BOCC in any promise, agreement or representation other than specifically
Ros-Le:htinen Ag MEN Bldg 3/2010-2011
provided for in this agreement. The BOCC shall at no time be legally
responsible for any negligence, gross negligence, or intentional conduct on
the part of the Congresswoman, her employees, agents or volunteers
resulting in either bodily or personal injury or property damage to any
individual, property or business entity.
5. Modification. Additions to, modification to, or deletions from the
provision of this contract may be made only in writing and executed by
the BOCC. No modification shall become effective without prior written
approval of both parties.
6. Breach and Penalties. The parties agree to full performance of the
covenants contained in the contract. Both parties reserve the right, at the
discretion of each, to terminate the services in this contract for any
misfeasance, malfeasance or nonperformance of the contract terms or
negligent performance of the contract terms by the other party. Any
waiver of any breach of covenants herein contained shall not be deemed to
be a continuing waiver and shall not operate to bar either party from
declaring a forfeiture for any succeeding breach either of the same
conditions or covenants or otherwise.
7. Hold Harmless. The parties to this agreement stipulate that Monroe
County is a governmental agency as defined by Florida Statutes and
represents to the Congresswoman that it has purchased suitable Public
Liability, Vehicle Liability, and Workers' Compensation insurance, or is
self-insured, in amount adequate to respond to any and all claims within
the limitations of Florida Statute 768.28 and 440, arising out of the
activities governed by this agreement. The Congresswoman is an official
of the Federal government and represents that in such capacity, she and
her staff have insurance coverage in an amount adequate to respond to any
and all claims arising under this agreement. Each party shall be
responsible for any acts of negligence on the part of its employees, agents,
contractors, and subcontractors. Responsibility for defending claims
arising out of and during the performance of this contract shall survive the
termination date.
8. Laws and Regulations.
a. This Agreement shall be construed by and governed under the laws of
the State of Florida unless in an area of law pre-empted by federal law .
The Congresswoman agrees that venue for any dispute will lie in
Monroe County, Florida.
b. The Congresswoman shall comply with all federal, state and local laws
and ordinances applicable to the work or payment for work thereof:
and shall not discriminate on the grounds of race, color, religion, sex,
Ros-Lehtinen Ag MEN Bldg 3/20] 0-20] ] 2
age or national orIgIn In the performance of work under this
Agreement.
c. Any violation of said statutes, ordinances, rules, regulations and
executive orders shall constitute a material breach of this Agreement
and shall entitle the BOCC to terminate this Agreement immediately
upon delivery of written notice to the Congresswoman.
9. Taxes. The BOCC is exempt from Federal, Excise and State of Florida
Sales Tax.
10. Finance Charges. The BOCC will not be responsible for any finance
charges.
11. Severability. If any provision of this contract shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of
this contract, or the application of such provision other than those as to
which it is invalid or unenforceable, shall not be affected thereby; and
each provision of this contract shall be valid and enforceable to the fullest
extent permitted by law.
12. Force Maieure: The Congresswoman shall not be liable for delay in
performance or failure to perform, in whole or in part, the services due to
the occurrence of any contingency beyond its control or the control of any
of its sub-contractors or suppliers, including labor dispute, strike, labor
shortage, war or act of war, whether an actual declaration thereof is made
or not, act of terrorism impacting travel in the United States, insurrection,
sabotage, riot or civil commotion, act of public enemy, epidemic,
quarantine restriction, accident, fire, explosion, storm, flood, drought or
other act of God, act of any governmental authority, jurisdictional action,
or insufficient supply of fuel, electricity, or materials or supplies, or
technical failure where the Congresswoman has exercised reasonable care
in the prevention thereof, and any such delay or failure shall not constitute
a breach of the Agreement. The Congresswoman shall notify the BOCC
of any delay or failure to perform within five (5) days of such action.
Upon demand of the BOCC, the Congresswoman must furnish evidence of
the causes of such delay or failure.
13. Assignment. Except as provided in the District Office Lease Attachment,
the Congresswoman shall not assign, transfer, sublease, pledge,
hypothecate, surrender, or otherwise encumber or dispose of this contract
or any estate created by this contract or any interest in any portion of the
same, or permit any other person or persons, company or corporation to
perform services under this contract without first obtaining the written
consent of the BOeC. In the event of such consent, this agreement shall
be binding upon the Congresswoman's successors and assigns.
Ros-Lt:htinen Ag MEN Bldg 3/2010-20 II 3
14. Disclosure. The Congresswoman shall be required to list any or all
potential conflicts of interest, as defined by Florida Statues Chapter 112,
Part III and the Monroe County Ethics Ordinance. The Congresswoman
shall disclose to the HOCC all actual or proposed conflicts of interest,
financial or otherwise, direct or indirect, involving any client's interest
which may constitute a conflict under said laws.
15. Additional Conditions. The Congresswoman agrees to accept additional
conditions governing the use of funds or performance of work as may be
required by federal, state or local statute, ordinance or regulation or by
other policy adopted by the BOCC. Such additional conditions shall not
become effective until the Congresswoman has been notified in writing
and no such additional conditions shall be imposed retroactively.
] 6. Independent Professional Judgment. The Congresswoman shall at all
times exercise independent professional judgment and shall assume full
responsibility for the service to be provided and the work to be completed.
] 7. Care of Property. The Congresswoman shall be responsible to the BOCC
for the safekeeping and proper use of the property entrusted to the
Congresswoman's care, and to process all documents necessary to
continue, without interruptions, any maintenance or service contracts
relating to such equipment for its service life.
18. Ethics Clause. To the extent applicable, the Congresswoman warrants that
she has not employed, retained or otherwise had act on his behalf any
former County officer or employee subject to the prohibition of Section 2
of Ordinance No. 10-1990 or any BOCC officer or employee in violation
of Section 3 of Ordinance No. 10-1990. For breach or violation of this
provision the BOCC may, in its discretion, terminate this agreement
without liability and may also, at its discretion, deduct from the sums
owed under the agreement, or otherwise recover, the full amount of any
fee, commission, percentage, gift, or consideration paid to the former or
present County officer or employee.
] 9. Termination. Termination of the Agreement shall occur at the Natural
ending date, or earlier should either party determine that there has
occurred any material breach of any covenants herein contained, or either
party otherwise deems it in their best interest to terminate. Termination
may be with or without cause, and shall require written notice to be given
to the other party as follows:
a. In the event either party terminates for breach of contract, termination
shall be effective at such time as the terminating party shall declare in
Ros-Lehtinen Ag MEN Bldg 3/2010-2011 4
its act to terminate for cause, with a minimum of fourteen days notice
in writing required prior to effective termination.
b. In the event either party terminates without cause, the termination shall
not take effect until at least sixty days subsequent to written notice to
the other party, and the effective date of termination shall be specified
in said notice.
18. Full Agreement. This Agreement constitutes the entire and full
understanding between the parties hereto and neither party shall be bound
by any representation, statement, promises or agreements not expressly set
forth herein and in duly executed amendments under paragraph 5 hereof.
IN WITNESS WHEREOF, the parties have executed this agreement the
.:' 'da~.''lnd. year first above written.
~.. -~:-, '-~=J
(SI5A~"',<t1. "
A~s1: ,~~NNY:L. KOLHAGE, Clerk
BOARD OF COUNTY COMMISSIONERS
::~
Mayor/Chairman
.~c. ~~
. Deputy Clerk
(SEAL)
Attest:
By~J~~
By
TitleCaV1Jt€;->(~( ,dol.e_
0 \D LtJ ~-
ex: N ~ L.L_
0 ... <! .....; ~ ..>.
- ... ""lr-...-...
U :;:: (-' ~ --
w 2: ...J rr.:"
a::: 0- w ........... --~~
'.- (..~~; c::.;
e::: ....~~~-f_;&
0 ...:J- -.,j
LL- :IE 2_:: ~~~~
0 ~ 11-._ __.J
W ...., : ;;:::(:...) :J:
..-J c:::J c::( CJ
- 0 L
c::>
lL. ~
.~~~'\aO.",_~.....~...,~>=--,"..o----~
Ros-Lehtinen Ag MEN Bldg 3/2010-2011 5
Istrict OfficI Laasl Attaohment
(Page 1 of 3 - version 1.11)
1. LESSOR (Landlord) and LESSEE (Member of Congress) agree that this District Office Lease
A~ttachment ("ATTACHMENT") is incorporated into and made part of the District Office Lease
("LEASE") to which it is attached.
2. LESSOR expressly acknowledges that neither the U.S. House of Representatives ("HOUSE") not
its Officers are liable for the performance of the LEASE. LESSOR further expressly
acknowledges that payments made by the Chief Administrative Officer of the HOUSE ("CAO")
to LESSOR to satisfy LESSEE's rent obligations under the LEASE - which payments are made
solely on behalf of LESSEE in support of his/her official and representational duties as a Member
of the U.S. House of Representatives - shall create no legal obligation or liability on the part of
the CAO or the HOUSE whatsoever. LESSEE shall be solely responsible for the performance of
the LEASE and LESSOR expressly agrees to look solely to LESSEE for such performance.
3. Any amendment to the LEASE must be in writing and signed by the LESSOR and LESSE.
4. LESSOR and LESSEE understand and acknowledge that the LEASE shall not be valid, and the
CAO will not authorized the disbursement of funds to the LESSOR, until the Administrative
Counsel for the CAO ("Administrative Counsel") has reviewed the LEASE to determine that it
complies with the Rules of the HOUSE and the Regulations of the Committee on House
Administration, and approved the LEASE by signing below. LESSOR and LESSEE also
understand and acknowledge that the Administrative Counsel must review and approve any
substantive amendments to the LEASE.
5. The LEASE is a fixed term lease with equal monthly installments for which payment is due at the
end of each calendar month. In the event of a payment dispute, LESSOR agrees to contact the
Office of Finance of the HOUSE at 202-225-7474 to attempt to resolve the dispute before
contacting LESSEE.
6. The term of the LEASE may not exceed the constitutional term of the Congress to which the
LJESSEE has been elected.
7. Any provision in the LEASE purporting to require the payment of a security deposit shall have no
force or effect. Furthermore, any provision in the LEASE purporting to vary the dollar amount of
the rent specified in the LEASE by any cost of living clause, operating expense clause, pro rata
expense clause, elevator clause, escalator clause, or any other adjustment or measure during the
term of the LEASE shall have no force or effect.
8. If either LESSOR or LESSEE terminates the LEASE under the terms of the LEASE, the
terminating party agrees to promptly file a copy of any termination notice with the Office of
Finance, U.S. House of Representatives, 241 Longworth House Office Building, Washington,
D.C. 20515, and with the Administrative Counsel, Office of the Chief Administrative Officer,
U.S. House of Representatives, 217 Ford House Office Building, Washington, D.C. 20515.
9. LI:SSOR agrees to maintain in good order, at its sole expense, all public and common areas of the
building including, but not limited to, all sidewalks, parking areas, carpets, elevators, escalators,
entryways, exits, alleys, and other like areas. LESSOR also agrees to maintain, repair in good
order, or replaces as needed, at its sole expense, all structural and other components of the
prlemises including, but not limited to, roofs, ceilings, walls (interior and exterior), floors,
windows, doors, foundations, carpets, fixtures, and all mechanical, plumbing, electrical and air
conditioning/heating systems or equipment serving the premises. LESSOR shall be liable for any
District Dmc8 LBas8 Attach.nt
(Page 2 of 3 - version 1.11)
damage, either to persons or property, sustained by LESSEE or any of his or her employees or
guests, caused by LESSOR's failure to fulfill its obligations under this paragraph.
10. LESSOR agrees that the Federal Tort Claims Act, 28 U.S.C. 99 2671-80, satisfies any and all
obligations on the part of the LESSEE to purchase private liability insurance.
11. L:ESSOR agrees that neither LESSEE nor the HOUSE or any of the HOUSE's officers or
ernployees will indemnify LESSOR against any liability of LESSOR to any third party that may
arise during or as a result of the LEASE or LESSEE's tenancy.
12. LESSOR agrees to promptly notify LESSEE in writing in the event LESSOR sells, transfers, or
otherwise disposes of the leased premises; in the event LESSOR is placed in bankruptcy
proceedings (whether voluntarily or involuntarily); in the event the leased premises is foreclosed
upon; or in the event of any similar occurrence. LESSEE shall promptly file a copy of any such
notice with the Office of Finance, 241 Longworth House Office Building, Washington, D.C.
20515.
13. LESSOR shall be solely responsible for complying with all applicable permitting and zoning
ordinances or requirements, and with all local and state building codes, safety codes and handicap
accessibility codes (including the Americans with Disabilities Act).
14. If LESSOR permits the LESSEE to holdover, all terms of the LEASE (including the monthly
rent) shall continue unaltered during ay period of such holdover tenancy. Thereafter, any such
holdover tenancy begins, the LEASE may be terminated by either party giving 30 days written
notice to the other party. The commencement date of such termination notice shall be the date
such notice is delivered, faxed, or, if mailed, the date such notice is postmarked.
15. L]~SSOR agrees to accept monthly rent payments by Electronic Funds Transfer and agrees to
provide the Office of Finance, U.S. House of Representatives, with all banking information
ne:cessary to facilitate such payments.
16. LESSOR shall promptly refund to the CAO, without formal demand, any payment made to the
LI:SSOR by the CAO for any period for which rent is not owed because the LESASE has ended
or been terminated.
17. The parties agree that any charges for default, early termination, or cancellation of the LEASE,
which results from actions taken by or on behalf of the LESSEE shall be the sole responsibility of
the LESSEE.
18. In the event LESSEE dies, resigns, or is removed from office during the term of this LEASE, the
Clerk of the HOUSE may, at his or her sole option, either (a) terminate this LEASE by giving
thirty (30) days written notice to LESSOR, or (b) assume the obligation of the LEASE and
continue to occupy the premises for a period not to exceed sixty (60) days following the election
of the LESSEE's successor. In the event the Clerk elects to terminate the LEASE, the
commencement date of such thirty (30) day termination notice shall be the date such notice is
delivered or, if mailed, the date on which such notice is postmarked.
19. Should any provision of this Attachment be inconsistent with any provision of the attached
LE~ASE (or with any subsequent or additional amendments thereto), the provisions of this
District DmeB Lease AttaohDlBDt
(Page 3 of 3 - version 1.11)
Attachment shall control, and those inconsistent provisions of the LEASE (or any subsequent or
additional amendments thereto), shall have no force and effect to the extent of such inconsistency.
20. {Jnless the clear meaning requires otherwise, words of feminine, masculine or neuter gender
include all other genders and, wherever appropriate, words in the singular include the plural and
vice versa.
21. This lease is entered into at fair market value as the result of a bona fide, arms-length,
ITlarketplace transaction. The LESSOR and LESEE certify that the parties are not related nor
have had, or continue to have, a business relationship (except as a landlord and tenant
rE~lationship ).
22. The LESSEE certifies that the office space that is the subject of this lease is located within the
district for which the LESSEE was elected to represent.
J1MM.~ d()S~ LPkli~i)
Print Name (LESSOR/Landlord)
LESSEE/Member of Congress)
iM,~
LESSOR Signature
LESSEE Signature
'IP'I/;{}
(Date)
(Date)
From the Memb~omo should be contacted ~cttionS? r /1'-4 A f L~ fj}P'),-
Name ~ 1r Phone ~ g J.;2~ e-mail rntt 1f;t @mail.house.gov
This District Office Lease Attachment and the attached LEASE have been reviewed and are approved,
Pursuant to Regulations of the Committee on House Administration.
Signed
Date
,20_
(Administrative Counsel)
Send completed form to: Administrative Counsel, 217 Ford House Office Building, Washington, D.C. 20515.
Copies may also be faxed to 202-225-6999