12/18/2002
LEASE BUY OUT AGREEMENT
THIS AGREEMENT, made and entered into this lath day of December, 2002, by
and between the Board of County Commissioners of Monroe County, Florida (County) and
Lower Keys Artists Network, Inc. (Gallery), a Florida not-for-profit corporation with the
principal address of PO Box 430037, Big Pine Key, FL 33043-0037.
WHEREAS, County owns and operates a public library situated in the Big Pine Key
Shopping Center; and
WHEREAS, the premises utilized as the Monroe County Library for Big Pine Key needs
to be expanded to provide adequate library services to the Lower Keys; and
WHEREAS, the most desirable solution, in terms of parking availability, library
management, development concerns on an island with endangered and threatened species
of fauna and flora, would be to expand the existing premises into adjacent shopping center
space; and
WHEREAS, immediately adjacent to the Library is a 1200 square foot space leased by
the Gallery; and
WHEREAS, Gallery and the owner of said space, Michael Weisser d/b/a Big Pine Key
Shopping Plaza (Landlord), have agreed to accommodate the County's desire to expand the
Library upon certain conditions; and
WHEREAS, it is necessary to buyout the lease of Gallery with Landlord; now,
therefore
IN CONSIDERATION of the following promises, the parties do agree as follows:
1. Buy Out. County shall provide consideration to Gallery in order to secure an
early termination of Gallery's lease with Landlord. Said early termination shall be
approximately two and one-half years prior to the termination of the existing lease. In
order for Gallery to agree to said early termination, Gallery requires from County
consideration which will render Gallery whole, that is, in the same circumstances it would
be to continue leasing the space it currently occupies.
2. Gallery's Obligation. Gallery shall:
a. give notice to Landlord that it desires to terminate its existing lease, and enter
into a new lease for premises located in Landlord's shopping center to the north of the
premises currently occupied;
b. execute the lease for the new premises;
c. arrange for utilities to relocation of gallery from current premises to other
premises;
d. provide County with scheduled date of termination of Gallery's existing lease;
3. County's Obligations. County shall:
a. enter into its own long-term lease with Landlord for the space currently
occupied by Gallery, said lease to commence on the day following the termination of the
Gallery's lease for the same space.
b. pay a sum, not to exceed $66,000.00, to Gallery in consideration of Gallery
vacating the current premises, terminating its lease early and breaking the conditions
thereof, and relocating to other space. County shall pay Gallery as follows:
i) Upon County's receipt of documentation showing Gallery has given
Landlord notice of its termination of the existing lease, the sum of $33,000;
ii) Upon complete vacation of the premises, the sum of $33,000.
4. Delay. If delay in the completion of refurbishment of or relocation to the new
premises occurs and the delay is not caused by Gallery, then Gallery is entitled to an
extension of time equal to the length of delay but to any additional compensation other
than out-of-pocket costs directly related to the delay (such as the cost of leasing the initial
premises while also leasing the second or new premises). This paragraph applies even if
the delay was caused by the County.
5. Indemnification and Hold Harmless. Each party hereto indemnifies and holds
harmless the other, subject to the limitation of Sec. 768.28, Fla. Stat., for and against all
liability, claims, damages, loss, costs and expense arising out of or resulting from the acts
or omissions of itself, its agents and employees under the terms of this agreement.
However, County shall not be responsible for any incidental, or consequential losses
incurred by Gallery as a result of their relocation to the new premises.
6. Assignment. This agreement may not be assigned or subcontracted without a
written amendment hereto, executed by both parties.
7. Recordkeeping. Gallery acknowledges that all records, data, and documents
created as a result of this agreement are public records under Chapter 119, Fla. Stat. As a
result, they must be made available at a reasonable place and time upon the request of a
member of the public. Failure to do so is a breach of this agreement entitling the County to
treat the agreement as terminated and limiting County's obligation to pay only to the work
completed as of the date of termination. Said records shall be retained for three years.
8. Termination. Either party may terminate this agreement because of the
failure of the other party to perform its obligations under this agreement. In the case of
early termination, the County is obligated to pay only such consideration as has been
incurred up to the date of notice of termination.
9. Governing Law and Venue. This agreement is governed by the laws of the
State of Florida. Venue for any dispute arising under this agreement must be in Monroe
County, Florida.
10. Ethics Clause. The Provider warrants that he/it has not employed, retained or
otherwise had act on his/its behalf any former County officer or employee subject to the
prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in
violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision
the County may, in its discretion, terminate this contract without liability and may also, in
its discretion, deduct from the contract or purchase price, or otherwise recover, the full_
amount of any fee, commIssIon, percentage, gift, or consideration paid to the former
County officer or employee.
11. Notice. Notice required under this agreement shall be given as follows:
County
Jim Malloch
Gato Building
1100 Simonton Street
Key West, FL 33040
Gallery
Lamar Ball
PO Box 430037
Big Pine Key, FL 33043-0037
12. Entire Agreement. The parties hereto agree that this document constitutes
the entire agreement of parties and supersedes any written or oral representations of
either party.
13. Invalidity. Should any part of this agreement be deemed invalid by a Court of
appropriate jurisdiction, the remaining provisions shall remain in full force and effect.
/::.,.;lN~ESS WHEREOF, the parties hereto have set their hands and seals the day and year
first::~h~~~:lW~!~l!{l.
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(SEAL)' \\25 1,.)<
ATTEsr~.':p~y,,~.KOLHAGE, CLERK
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- Deputy Cle k \' ';), - \ '?. - 0 ~
(SEAL)
Attest:
By
Title
jdleaseBPKlibrary
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
B/)i# >n ~
Mayor/Chairman
LOWER KEYS ARTISTS NETWORK, INC.
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