07/20/2011 Agreement DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: August 4, 2011
TO: Peter Horton, Director
of Airports via e
Danise D. Henriquez, CFC
Monroe County Tax Collector
FROM: Pamela G. Hanc ck, .C.
At the July 20, 2011, Board of County Commissioners meeting, the Board granted
approval and authorized execution of Item C33 Lease Agreement with the Monroe County Tax
Collector for the former highway patrol building located on South Roosevelt Boulevard at the
Key West International Airport.
Enclosed is a duplicate original of the above - mentioned for your records. Should you
have any questions, please feel free to contact our office.
cc: County Attorney via e -mail
April Pearson via e-mail
Finance
File
LEASE AGREEMENT
Monroe County Tax Collector
Monroe County
THIS LEASE AGREEMENT is made and entered into on this 20th day of July, 2011, by
and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter
referred to as "Lessor" or "County ", whose address is 1100 Simonton Street, Key West,
Florida, 33040, and MONROE COUNTY TAX COLLECTOR, hereinafter referred to as
"Lessee" or "Tenant" whose address is 1200 Truman Ave., Key West, Florida 33040.
WHEREAS, the Lessor is the owner of the Key West International Airport, hereafter
Airport, that has office space available; and
WHEREAS, the Lessee has a need for the office space in order to carry out Lessee's
constitutional functions, and
WHEREAS, the Lessee's and Lessor's current lease is set to expire on Sept 18, 2011 and
the parties have found the lease to be mutually beneficial; now, therefore
IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter
contained, the parties hereto do hereby agree as follows:
1. Premises.
The County hereby leases to Tenant the building adjacent to the Key West International
Airport, depicted on Exhibit A (the premises) for use as an office only. Exhibit A is attached to this
lease agreement and incorporated into it. The premises are leased in an as is condition. The Tenant
may alter or remodel the premises to suit her needs, subject to the alteration or remodeling being first
approved by the County.
2. Term.
The term of this lease is for ten (10) years commencing on September 19, 2011 and
terminating on September 18, 2021. The Tenant may renew this lease for five additional years by
notifying the County in writing at least 30 days before the expiration of the initial term. Upon the
expiration of this lease, the Tenant must vacate the premises and deliver the premises to the County in
the same condition in which the premises were received (except as they may have been altered or
remodeled pursuant to paragraph 1, normal wear and tear excepted).
3. Rent.
The rent for the premises is valued at $3,525.00 per month. For purposes of this agreement
the Lessee and Lessor agree that Lessee has rent credits in an amount sufficient to cover the term of
this lease agreement and in lieu of cash payments, on the first day of each calendar month during
which this lease is in effect Lessor shall apply a deductive setoff against Lessee's rent credits in
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satisfaction of rent. Rental rates will be increased by a percentage equal to the percentage increase in
the CPI for all urban consumers for the previous calendar year.
4. Utilities.
The Tenant will pay for the Tenant's electric, water, sewage, solid waste collection services,
telecommunications service. Normal cleaning service and routine maintenance of the premises shall be
provided by Monroe County Public Works personnel.
Hold Harmless.
The Lessee, as a state agency or subdivision defined in Section 768.28, Florida Statutes,
agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or
omissions, or intentional tortuous actions, which result in claims or suits against either County or
City, and agrees to be liable to the statutory limits for any damages proximately caused by said
acts or omissions, or intentional tortious acts.
The Lessor, as a political sub - division of the State of Florida, as defined in Section
768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its
own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits
against either the City or County, and agrees to be liable to the statutory limits for any damages
proximately caused by said acts or omissions, or intentional tortious acts.
Nothing contained in this Section shall be construed to be a waiver by either party of any
protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar
provision of law. Nothing contained herein shall be construed to be a consent by either party to
be sued by third parties in any matter arising out of this or any other Agreement.
6. Lessee's Covenants.
(a) Lessee shall provide all items and equipment needed for the operation including, but
not limited to: shelving, display cases, tables, chairs, refrigeration units, etc. Lessee's items and
equipment must be removed from the premises when this lease terminates. Lessee has the right
during the term hereof, at its own expense, at any time from time to time, to install, maintain,
operate, repair and replace any and all trade fixtures and other personal property useful from time
to time in connection with its operation on the Airport, all of which shall be and remain the
property of Lessee and may be removed by Lessee prior to or within a reasonable time after
expiration of the term of this agreement; provided, however, that Lessee shall repair any damage
to the premises caused by such removal. The failure to remove trade fixtures or other personal
property shall not constitute Lessee a hold -over, but all such property not removed within ten
(10) days after Lessee receives a written demand for such removal shall be deemed abandoned
and thereupon shall be the sole property of the Lessor.
(b) Lessee agrees to make no exterior architectural changes without the consent in writing
of the Airport Manager, whose consent will not be unreasonably withheld.
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(c) The Lessee is responsible for the maintenance of Lessee's equipment and fixtures on
the premises.
7. Lessor's Covenants.
(a) The Lessor does not make any representations or warranties regarding the premises
beyond those set forth in this agreement. The taking of possession of the premises by the Lessee
is conclusive evidence that the premises and the Terminal Building were in good and satisfactory
condition when the Lessee took possession. In no event will the Lessor be liable for any building
construction defects whether in the premises or elsewhere in the Terminal Building.
(b) In the event the premises are partially damaged by fire, explosion, the elements, the
public enemy or other casualty, but not rendered untenable, then the premises will be repaired
with due diligence by Lessor at the Lessor's cost and expense. If the damage is so extensive that
the premises are rendered untenable but capable of being repaired within 90 days, then the
premises will be repaired with due diligence by Lessor at the Lessor's cost and expense. The
rent payable under this lease will be waived until the premises are fully restored. If the premises
are completely destroyed or so damaged that the premises will be untenable for more than 90
days, the Lessor is under no obligation to repair and reconstruct the premises, and the rent must
be paid only up to the time of the damage or destruction and then the obligation to pay rent
ceases until the premises are fully restored. If within 30 days after the damage or destruction the
Lessor fails to notify Lessee of the Lessor's intention to repair or reconstruct the damaged or
destroyed premises, or to furnish a substantially equivalent facility, then the Lessee may give
Lessor written notice of its intention to then cancel this agreement.
8. Default /Termination. - This Agreement may be terminated by either party upon
90 days written notice.
9. Rights Reserved.
Notwithstanding anything herein contained that may be, or appear to be, to the contrary,
it is expressly understood and agreed that the rights granted under this agreement are
nonexclusive and the Lessor herein reserves the right to grant similar privileges to another
Lessee or other Lessees on other parts of the Airport.
10. Inspection and Maintenance of Premises by Lessor.
Lessor and its authorized officers, employees, agents, contractors, subcontractors and
other representatives shall have the right to enter upon the leased premises for the following
purposes:
a) to inspect the leased premises at reasonable intervals during regular business
hours (or at any time in case of emergency) to determine whether Lessee has complied and is
complying with the terms and conditions of this agreement with respect thereto;
b) to perform essential maintenance, repair, relocation, or removal of existing
underground and overhead wires, pipes, drains, cables and conduits now located on or across the
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leased premises, and to construct, maintain, repair, relocate, and remove such facilities in the
future as necessary to carry out the Master Plan of development of the Airport; provided,
however, that said work shall in no event unduly interfere with the operations of Lessee and,
provided further, that the entire cost of such work, including but not limited to the cost of
rebuilding, removing, relocating, protecting or otherwise modifying any fixed improvements at
any time erected or installed in or upon the leased premises by Lessee, the Lessor or third parties,
as a result of the exercise by the Lessor of its rights hereunder, and all damage to such fixed
improvements caused thereby, shall be borne by the Lessor.
11. Assignment/Sublease.
The Lessee may not assign this agreement, or any part of it, or sublease the premises, or
any portion of the premises, without the written approval of the Lessor 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.
12. Nondiscrimination.
Lessee agrees that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has
occurred, this Agreement automatically terminates without any further action on the part of any
party, effective the date of the Court order. Lessee agrees 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 VII of the Civil Rights Act of 1964 (PL 88 -352) which prohibits
discrimination on the basis of race, color 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 1972 (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 patient 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 based of
disability; 10) Secs. 13 -101, et seq., Monroe County Code, relating to discrimination based on
race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identify
or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal
or state statutes which may apply to the parties to, or the subject matter of, this Agreement.
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13. Severability
If any term, covenant, condition or provision of this 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 Agreement, shall not be affected thereby; and each remaining term, covenant, condition
and provision of this 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 Agreement would prevent the accomplishment of the original intent of this
Agreement. Lessor and Lessee agree to reform the Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision.
14. Binding Effect.
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of Lessor and Lessee and their respective legal representatives, successors, and
assigns.
15. Authority.
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and corporate
action, as required by law.
16. Cooperation.
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this 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 Agreement or provision
of the services under this Agreement. Lessor and Lessee specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement.
17. Covenant of No Interest.
Lessor and Lessee covenant that neither presently has any interest, and shall not acquire
any interest, which would conflict in any manner or degree with its performance under this
Agreement, and the only interest of each is to perform and receive benefits as recited in this
Agreement.
18. Code of Ethics.
County agrees that officers and employees of the County 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 limited to solicitation or acceptance of gifts;
doing business with one's agency; unauthorized compensation; misuse of public position,
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conflicting employment or contractual relationship; and disclosure or use of certain information.
19. No Solicitation/PUment.
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 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 Agreement. For the breach or violation of this provision, Lessee agrees that
Lessor shall have the right to terminate this 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.
20. Non - Waiver of Immunity.
Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the
Lessor and the Lessee in this Agreement and the acquisition of any commercial liability
insurance coverage, self - insurance coverage, or local government 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.
21. Privileges 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 the activity of officers, agents, or employees of any public agents or employees of the
Lessor, when performing their respective functions under this Agreement within the territorial
limits of the Lessor 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 Lessor.
22. Legal Obligations and Responsibilities.
Non - Delegation of Constitutional or Statutory Duties. This 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 Agreement is not 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.
23. Non - Reliance by Non - Parties.
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of
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any service or program contemplated hereunder, and the Lessor and Lessee agree that neither the
Lessor nor 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 Agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this Agreement.
24. No Personal Liability.
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 Agreement or be subject to any personal liability or accountability by reason
of the execution of this Agreement.
25. Execution in Counterparts.
This 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 Agreement by signing any such counterpart.
26. Other Use.
Lessee shall not use or permit the use of the demised premises or any part thereof for any
purpose or use other than an authorized by this agreement.
27. Paragraph Headings.
Paragraph headings herein are intended only to assist in reading identification and are not
in limitation or enlargement of the content of any paragraph.
28. Notices.
Any notice of other communication from either party to the other pursuant to this
agreement is sufficiently given or communicated if sent by registered mail, with proper postage
and registration fees prepaid, addressed to the party for whom intended, at the following
addresses:
For Lessor:
Peter Horton, Airports Director
Key West International Airport
3491 S. Roosevelt Blvd.
Key West, FL. 33040
(305) 809 -5200
For Lessee:
Danise Henriquez, Tax Collector
Monroe County Tax Collector's Office
1200 Truman Ave., Suite 101
Key West, Fl. 33040
(305)
or to such other address as the party being given such notice shall from time to time designate to
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the other by notice given in accordance herewith.
29. Governing Law, Venue, Interpretation.
This 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 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 of this Agreement by or between any of them the issue shall be submitted to mediation
prior to the institution of any other administrative or legal proceeding.
30. Attorney's Fees and Costs.
The Lessor and Lessee 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 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.
31. Mutual Review.
This agreement has been carefully reviewed by the Lessee and the Lessor. Therefore,
this agreement is not to be construed against either party on the basis of authorship.
32. Final Understanding.
This agreement is the parties' final mutual understanding. It replaces any earlier
agreements or understandings, whether written or oral. This agreement cannot be modified or
replaced except by another written and signed agreement.
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IN WITNESS WHEREOF, the parties have set their hands and seal the day and year first
L. KOLHAGE, CLERK
Deputy Clerk
a mmm
AS
BOARD OF COUNTY COMMISSIONERS
OF MONROE COYJNTY, FLORIDA
By _ 4�4k��
Mayo ea e Carruthers
MONRO OUNTY TAX COLLECTOR
By
Danise D. He riquez,
ASSISTANT CO NTY ATTORNEY I
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