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4. 07/20/2011 Agreement DANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DATE: August 9, 2011 TO: Suzanne A. Hutton County Attorney ATTN: Kathy M Peters Executive Assistant FROM: Isabel C. DeSantis, D.C. At the July 20, 2011, Board of County Commissioner's meeting, the Board granted approval of Item P8 to terminate the existing Interlocal Agreement and authorized execution of a new Interlocal Agreement with the City of Key West, for use of Douglass Community Center by Monroe County Health Department for the purpose of operating a Primary Care Center and Health Resources Department. Enclosed are three duplicate originals of the above - mentioned for your follow through with the City of Key West. Please be aware that I inserted the date of 7/20/11 on page 1 of 13, corrected the year 2010 with the year 2011 on page 2 of 13 and corrected the name of Sylvia Murphy with name of Heather Carruthers - Monroe County Mayor on page 11 of 13. Should you have any questions, please feel free to contact this office. cc: Finance, memo only File Inter -local Agreement between City of Key West and Board of Commissioners of Monroe County for the use of the Douglass Community Center Dated c1 � 2 DA � I Page 1 of 13 THIS Inter -local Agreement (hereinafter `Agreement "), made I n d entered into at Key West, Monroe County, Florida, this 0 1 day of 201k by and between THE CITY OF KEY WEST (CITY), a municipal corporation, whose address is P.O. Box 1409, Key West, Florida, 33041, (hereinafter "CITY "), and BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida. Whose address is 500 Whitehead Street, Key West, FL 33040 (hereinafter "COUNTY "). Whereas, The CITY and COUNTY are authorized, pursuant to Sections 125.01 (1) (p), 163.01(2) and 166.021 Florida Statutes, to enter into interlocal agreements to provide services and facilities; and Whereas, the COUNTY has the power, pursuant to Section 125.01 (1)(e), Florida Statutes, to provide health and welfare programs; and Whereas, the COUNTY has determined that it is in the best interest of the COUNTY to locate a Health Resource Center in a downtown location; and Whereas, the CITY has appropriate space available at the Douglass Community Center. WITNESSETH: That the CITY and the COUNTY, for and in consideration of their respective obligations contained herein, agree as follows: 1. DEMISE The CITY does hereby provide to the COUNTY, and the COUNTY does hereby accept from the CITY, the following described premises located at the Douglass Community Center, 830 Emma Street, Key West, situated in Monroe COUNTY, Florida (hereinafter referred to as "Premises ") more particularly described on the drawing attached hereto and incorporated as "Exhibit A ". 2. TERM The term of this Agreement shall be for ten (10) years, which term shall commence on the date the Agreement is made as stated above, and shall end at the end of the 120 month thereafter. Each party reserves the right to terminate this Agreement provided that the terminating party gives at least ninety (90) days prior written notice to the other party. Page 2 of 13 3. USE OF THE PREMISES The COUNTY shall be entitled to use the Premises for the operation of a Primary Care Clinic and County Health Resource Center operated by the Monroe County Health Department and activities related thereto and for no other purpose. In addition, COUNTY further agrees: A. Not to utilize the premises as a residence nor for any living, sleeping or residing overnight; B. Not to commit waste in the Premises and to keep the Premises in a safe, neat, clean and orderly condition and to maintain the Premises in good condition; C. Not to use the Premises nor permit the same to be used in any manner that violates any law or ordinance, rule or and regulation of the CITY, or other governmental agencies, as existing or promulgated during the term hereof, or in a manner that would constitute a hazardous use of the Premises or violate any insurance policy of the COUNTY or the CITY; D. To take no action that would: (i) violate the CITY'S contracts or (ii) cause any work stoppage or cause any manner of interference with CITY. E. To abide by and observe all rules and regulations established from time to time by the CITY and the CITY'S insurance carrier. F. To obtain and maintain all licenses, permits, and other approvals necessary to conduct the COUNTY'S business during the Agreement term. 4. COVENANT OF QUIET POSSESSION So long as the COUNTY is in compliance with its obligations as stated herein, the COUNTY shall peaceably and quietly have, hold, and enjoy the Premises throughout the term of this Agreement without interference or hindrance by the CITY or the CITY'S agents. 5. INSURANCE: INDEMNIFICATION. A. The COUNTY covenants and agrees to keep in force during the Agreement term a comprehensive general liability policy of insurance insuring The CITY and the COUNTY against any liability whatsoever occasioned by accident on or about the Premises and agrees that The CITY shall be listed thereon as additional insured. Such policy or policies shall be issued by companies authorized to do business in the State of Page 3 of 13 Florida and having agents upon whom service of process may be made in the State of Florida. The comprehensive general liability policy shall be in the amount of One Million Dollars ($1,000,000.00) in respect to any one incident and in the aggregate, and shall include Three Hundred Thousand Dollars ($300,000.00) for property damage. The original policy or certificate, together with evidence of premium payment, shall be delivered to the CITY. COUNTY shall renew the policy not less than thirty (30) days prior to the expiration date each year, and shall furnish evidence of the renewals and payment to CITY. To the extent that such a provision is obtainable, the policy shall provide that it cannot be cancelled or terminated until at least thirty (30) days prior notice has been given to the CITY. If COUNTY falls under the State of Florida Workers Compensation Law, worker's compensation coverage shall be provided for all employees where the COUNTY is obligated to do so by operation of law. This coverage shall be for statutory limits in compliance with applicable state and federal laws. Failure of the COUNTY to maintain the insurance in full force and effect at any time shall be deemed a material breach of this Agreement, and shall entitle the CITY to terminate the Agreement. Upon such breach, the COUNTY shall immediately suspend all use of the Premises and shall provide to the CITY written notice of its failure to maintain insurance coverage. B. To the extent permitted by law and subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, the CITY does hereby agree to defend, indemnify and hold the COUNTY, its officers or employees, harmless from and against any and all liability, damages, costs (including reasonable attorneys' fees, and costs at both the trial and appellate levels) arising from the acts or omissions of the CITY in connection with this Agreement. To the extent permitted by law and subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, the COUNTY does hereby agree to defend, indemnify and hold the CITY, its officers or employees, harmless from and against any and all liability, damages, costs (including reasonable attorneys' fees, costs at both the trial and appellate levels) arising from the acts or omissions of the COUNTY in connection with this Agreement. 6. ASSIGNMENT AND HYPOTHECATION This Agreement may be assigned from the Board of Commissioners of Monroe County to the Monroe County Page 4 of 13 Health Department and no other party except as provided by Resolution of the Key West City Commission. The COUNTY may not sublet the Premises or any part thereof. Any assignment or sub - letting, even with the CITY'S consent, shall not relieve the COUNTY from the obligation to keep and be bound by the agreements of this Agreement. The acceptance of occupancy of any other person shall not be deemed to be a waiver of any of the agreements of this Agreement or to be consent to the assignment for benefit of creditors or by operation of law and shall not be effective to transfer any rights to any assignee without prior consent of the CITY. 7. DEFAULT CLAUSE A. In the event of any failure of compliance by either party hereto with any of its material obligations to the other party as provided for herein such action shall constitute a default under this Agreement. Upon any such default, the non - defaulting party shall provide to the defaulting party a written Notice of such default, which Notice (a "Default Notice ") shall state in reasonable detail the actions the defaulting party must take to cure the same. The defaulting party shall cure any such default, within 30 days following the date of the Default Notice. Notwithstanding the provisions of this Section, if any such default by the defaulting party remains uncured at the conclusion of any specified 30 day cure period, and if the nature of the defaulting party's obligations are such that more than 30 days is required to effect cure, then the defaulting party shall not be in default hereunder and the non - defaulting party shall not have the right to exercise its termination rights granted herein as a result of any such default, if the defaulting party commences cure within the applicable cure period and thereafter diligently pursues cure to completion of performance. In the event the defaulting party fails to affect any required cure as provided for herein, the defaulting party shall be deemed to be in uncured default hereunder, and the non - defaulting party shall have the right, but shall not be obligated, upon written Notice to the defaulting party, to terminate this Agreement. If such Notice is given, this Agreement shall terminate on the date set forth in the Notice and the parties shall be relieved of all rights and obligations hereunder, except for any rights and obligations that expressly survive termination. Page 5of13 B. All default and grace periods shall be deemed to run concurrently and not consecutively. C. It is mutually covenanted and agreed that the various rights, powers, options, elections, privileges, and remedies of the parties contained in this Agreement shall be construed as cumulative and no one of them shall be construed as being exclusive of the other or exclusive of any rights or priorities allowed by law. D. It is further covenanted and agreed by and between the parties hereto that the right given to the parties that may be due under the terms of this Agreement by any proceeding under same, or the right to collect any additional money, or payments due under the terms of this Agreement by any proceedings under same, or the right given the parties to enforce any of the terms and provisions of this Agreement shall not in any way affect the right of such party to declare this Agreement void and the terms ended hereby, as herein provided, when default is made by a party in any of the terms and provisions of this Agreement. E. If at any time, by reason of the failure of a party to keep and perform any covenant or agreement which, under the terms of this Agreement, the party is bound and obligated to keep and perform, it becomes necessary for the other party to employ an attorney to protect the rights and interests of that party in the property demised or to enforce the Agreement or proceed under it in any particular, then in any of such events, the prevailing party shall be entitled to receive from the non - prevailing party all costs of Court and reasonable attorney's fees incurred or expended by the prevailing party in taking such actions, including actions taken in all trial and appellate courts. 8. COUNTY'S DUTY TO KEEP PREMISES IN GOOD REPAIR The COUNTY covenants and agrees with the CITY that during the term of this Agreement, the COUNTY will keep in good state of repair and in current condition, the Premises and all furnishings brought or placed upon the Premises by the COUNTY; nor will the COUNTY suffer or permit any strip, waste, or neglect of any such personal property to be committed; and the COUNTY will repair, replace, and renovate the premises and the personal property as often as it maybe necessary in order to keep the premises and personal property in good repair and condition. COUNTY acknowledges that the CITY is Page 6of13 providing all new mechanical equipment at the commencement of this agreement and the COUNTY agrees to enter into a maintenance agreement with a qualified mechanical service contractor to ensure that the equipment is maintained in accordance with the manufacturers specifications for the same and to provide the CITY with an annual report detailing the maintenance and condition of the equipment during the previous year. In the event the COUNTY undertakes the maintenance of the mechanical equipment the COUNTY will have the equipment and systems inspected annually by an outside mechanical contractor and provide the CITY with a report of the condition of the same. 9. ADDITIONAL COVENANTS OF THE COUNTY A. The COUNTY shall pay for all utilities associated with the use of the Premises including, but not limited to, water, electricity, sewer gas and solid waste. In the event that a separate bill for the Premises is not available for one or more of the utility services required by the Premises, then the COUNTY shall pay a pro -rated share of that particular utility based on the square footage of the Premises and /or the parties' estimated usage of that particular utility. B. The COUNTY covenants and agrees with the CITY that no damage or destruction to any building or improvement by fire, windstorm, or any other casualty shall be deemed to entitle the COUNTY to surrender possession of the Premises or to terminate this Agreement or to violate any of its provisions, unless otherwise specifically provided for herein. If the Agreement is canceled for the COUNTY'S default at any time while there remains outstanding any obligation from any insurance company to pay for the damage or any part thereof, then the claim against the insurance company shall, upon the cancellation of the Agreement, be deemed immediately to become absolute and unconditional property of the CITY. In the event of destruction of the Premises by casualty or hazard, the CITY will have the option of canceling the Agreement. C. The COUNTY covenants and agrees with the CITY that nothing in this Agreement shall ever be construed as empowering the COUNTY to encumber or cause the COUNTY to encumber the title or interest of the CITY. Page 7of13 D. The COUNTY covenants and agrees with the CITY that, at the termination of this Agreement, the COUNTY will peaceably and quietly deliver unto the CITY, possession of the Premises and all improvements located thereon, as well as the CITY'S interest in all fixtures and equipment appertaining thereto. E. The COUNTY agrees not to make any changes or alterations without written approval of the CITY. F. The COUNTY understands that the lavatories that serve the adjacent gymnasium may not be utilized during any and all hours of operation of the gymnasium. The COUNTY may elect to utilize the lavatories for after hours programs. However, the COUNTY expressly agrees herein to provide adequate lavatories within the Health Center space to meet the applicable code requirements for the same. G. The COUNTY acknowledges and agrees that from time to time a portion of the demised premises may be utilized as a community center upon reasonable notice. 10. CITY'S RIGHT OF ENTRY The CITY or its agents shall have the right to enter upon the Premises at all reasonable times to examine the condition and use thereof, provided only that such right shall be exercised in such manner as not to interfere with the COUNTY in the conduct of the COUNTY'S business on the Premises. 11. EQUIPMENT FIXTURES AND SIGNS All fixtures, equipment, and signs used on the Premises by the COUNTY but provided by the CITY will at all times be and remain the property of the CITY. Provided that this Agreement is in good standing, the COUNTY will have the right to remove any equipment or fixtures provided by the COUNTY, or any part thereof, from the Premises during the term of this Agreement, at the expiration thereof, or within a reasonable time thereafter; provided, however, that the COUNTY, in so doing, does not cause any irreparable damage to the Premises; and provided further, that the COUNTY shall pay or reimburse the CITY for the reasonable expense of repairing damage caused by such removal. Page 8of13 12. ACCEPTANCE IN AS -IS CONDITION The COUNTY accepts the Premises in an as -is condition and any improvements and additions shall be at the sole expense of the COUNTY, with the exception that the CITY agrees to reimburse the COUNTY for the outstanding expense of installing the new mechanical equipment provided by the CITY in an amount not to exceed $28,115.00 as detailed in the additional work list incorporated as Exhibit `B" attached hereto 13. NO MECHANIC'S LIENS It is hereby covenanted, stipulated and agreed by and between the parties hereto that there shall, during the demised term, be no mechanic's liens upon any buildings or improvements that may at any time be put upon the demised property, and that in case of any mechanic's liens resulting form the actions of the COUNTY, COUNTY must pay off the same; and that if default in payment thereof shall continue for thirty (30) days after written notice. Nothing herein shall be construed to admit that a mechanic's lien may be enforced against municipal property. 14. MISCELLANEOUS PROVISIONS It is mutually covenanted and agreed by and between the parties as follows: A. That no waiver or a breach of any of the covenants in this Agreement contained shall be construed to be a waiver of all succeeding breach of the same covenant. B. That time is of the essence in every particular and particularly where the obligation to pay money is involved. C. That all arrearages in the repayment to the CITY of any sums which the CITY may have paid in order to cure a default of the COUNTY (as elsewhere herein provided for), shall bear interest from the date when due and payable at the highest rate permitted by law until paid, provided that the CITY submits an invoice to the COUNTY in accordance with the Prompt Pay Act. D. That no modification, release, discharges, or waiver of any provision hereof shall be of any force, effect, or value unless in writing and signed by the persons who are then authorized to do so within the CITY and COUNTY. Page 9of13 E. That all covenants, promises, conditions, and obligations contained herein or implied by law, or covenants running with the land, shall attach to and be binding upon the heirs, executors, administrators, successors, legal representatives, and assigns of each of the parties to this Agreement. F. That this instrument contains the entire agreement between the parties as of this date, and that the execution hereof has not been induced by either of the parties by representations, promises or understandings not expressed herein, and that there are not collateral agreements, stipulations, promises, or understandings whatsoever between the representative parties in any way touching the subject matter of this instrument which are not expressly contained in this instrument. G. That when either of the parties desire to give notice to the other or others in connection with and according to the terms of this Agreement, such notice shall be deemed given when it shall have been deposited in the U.S. Registered or Certified mail with sufficient postage pre -paid thereon to carry it to its addressed destination. The notice shall be addressed as follows: As to CITY: City Manager City of Key West P.O. Box 1409 Key West, FL 33041 As to COUNTY: COUNTY Administrator Monroe COUNTY Board of Commissioners 500 Whitehead Street Key West, FL 33040 When the parties on either side (CITY or COUNTY) consist of more than one person, notice or default by one of the persons on that side shall constitute notice or default by all of the persons on that side. H. This Agreement and the provisions thereof shall be governed by and construed and enforced in accordance with the laws of the State of Florida; venue for any action regarding this Agreement shall be in Monroe COUNTY, Florida. Page 10of13 IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first written above. BOARD OF COUNTY COMMISSIONERS MONROE CO TY, FLORIDA BY: •— frplv�q; Monroe County Mayor - e cA(\ Qx C a c cu hrJr S� .NNY L. KOLHAGE, CLERK Deputy Clerk c — cr cv L(., C =-� N ATTEST: e" jmz Cheri Smith cl City Clerk mot_ 4 J� L f J ��� ` r S THE CITY OF KEY WEST, FLORIDA Craig C , Matyor MON E COUNTY ATTORNEY A Ov AS O A ASSIST NT COUNTY � ATTORNEY Date - Page 11 of 13 Exhibit "A" Douglass Community Center 830 Emma Street Exhibit `B" Additional work to be reimbursed by the City of Key West in the amount of $28,115.00 as detailed on the following page. Biltmore Construction Co., Inc. DOH Key West CHD Roosevelt Sands Center 105 Olivia Street, Key West, Fl. 33040 Additional Work requested from City of Key West Item Description Subcontractor Cost 1 Install 2 DX Units supplied by Owner Turnkey $19,500.00 2 Add -f9r Pest -Cost Turnke $600 3 Add for HVAC Design Permit Drawings Turnkey $1,200.00 4 Electrical for 1- DX Unit supplied by Owner Nearshore Electric $4,445.00 5 Electrical for 1 Addt'I - DX Unit supplied by Owner Nearshore Electric $2,970.00 8 Replace Front Window 9 Build AC Closet /doors /Hard 10 Additional VCT /Accoustical in hallways to RR's 11 Add Rails to Corridors to RR's BCC DOH Proj. BCC DOH Proj. BCC DOH Proj. BCC DOH Proi. Total Additional Costs to &)\ \'j.aa • - CERTIFICATE OF COVERAGE Certificate Holder Administrator . Issue Date 7/7/11 CITY MANAGER Florida League of Cities,Inc. CITY OF KEY WEST Department of Insurance and Financial Services P.O. Box 530065 P.O. BOX 1409 Orlando,Florida 32853-0065 KEY WEST, FL 33041 COVERAGES THIS IS TO CERTIFY THAT THE AGREEMENT BELOW HAS BEEN ISSUED TO THE DESIGNATED MEMBER FOR THE COVERAGE PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE COVERAGE AFFORDED BY THE AGREEMENT DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH AGREEMENT COVERAGE PROVIDED BY: FLORIDA MUNICIPAL INSURANCE TRUST AGREEMENT NUMBER: FMIT 0386 COVERAGE PERIOD: FROM 10/1/10 COVERAGE PERIOD: TO 10/1/11 12:01 AM STANDARD TIME TYPE OF COVERAGE-LIABILITY TYPE OF COVERAGE-PROPERTY General Liability ❑ Buildings ❑ Miscellaneous X Comprehensive General Liability,BodilyInjury,Property Damage and ❑ Basic Form Inland Marine ❑ P j �'� P rtY 9 ❑ Personal Injury ❑ Special Form ❑ Electronic Data Processing ❑X Errors and Omissions Liability ❑ Personal Property ❑ Bond 0 Supplemental Employment Practice ❑ Basic Form O Employee Benefits Program Administration Liability ❑ Special Form Q Medical Attendants'/Medical Directors'Malpractice Liability ❑ Agreed Amount ❑X Broad Form Property Damage ❑ Deductible N/A ❑ Law Enforcement Liability ❑ Coinsurance N/A ❑X Underground,Explosion&Collapse Hazard ❑ Blanket Limits of Liability ❑ Specific • *Combined Single Limit ❑ Replacement Cost Deductible N/A ❑ Actual Cash Value Automobile Liability Limits of Liability on File with Administrator ❑ All owned Autos(Private Passenger) TYPE OF COVERAGE-WORKERS'COMPENSATION ❑ All owned Autos(Other than Private Passenger) ElStatutory Workers'Compensation El Hired Autos rr: r "( ` 1' • El Employers Liability $1,000,000 Each Accident ❑ JAY, 1"t, Non-Owned Autos $1,000,000 By Disease $1,000,000 Aggregate By Disease Limits of Liability - ❑ Deductible N/A SIR Deductible N/A Automobile/Equipment-Deductible ❑ Physical Damage NA-Comprehensive-Auto NA-Collision-Auto NA-Miscellaneous Equipment Other The limit of liability is$5,000,000(combined single limit)bodily injury and/or property damage each occurrence in excess of a self-insured retention of$100,000. This-limit-is-solely-for any-liability-resulting-from entry of a-clams-bill-pursuant-to-Seetien 768.28-(5)Florida-Statutes or-liability/settlement-for-which-no-claims-bill-has been filed or liability imposed pursuant to Federal Law or actions outside the State of Florida. Description of Operations/Locations/Vehicles/Special Items RE: New Inter local Agreement regarding use of Douglas Community Center The certificate holder is hereby added as an additional insured as respects the member's liability for the above described event. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE AGREEMENT ABOVE. Designated Member Cancellations SHOULD ANY PART OF THE ABOVE DESCRIBED AGREEMENT BE CANCELED BEFORE THE Monroe County Board of County Commissioners EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 45 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED ABOVE,BUT FAILURE TO MAIL 1100 Simonton Street, Room 2-268 SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE PROGRAM,ITS AGENTS OR REPRESENATIVES. Key West FL 33040 AUTHORIZED REPRESENATIVE FMIT-CERT(4/2010)