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09/21/2011 Lease DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: October 3, 2011 TO: Sheriff Robert P. Peryam Monroe County Sheriffs Office ATTN: Tamara Snider Grants Administrator FROM: Pamela G. Hancs4i.C. At the September 21, 2011, Board of County Commissioner's meeting the Board granted approval and authorized execution of Item C3 Lease with the Monroe County Sheriffs Office (MCSO) for the office /shop space at the Florida Keys Marathon Airport for the MCSO Communications Shop. Enclosed is a duplicate original for your handling. Should you have any questions please do not hesitate to contact this office. Cc: County Attorney via e -mail Finance File/ LEASE AGREEMENT Monroe County Sheriff's Office Monroe County HI ,�f S� L �" �EASE AGREEMENT is made and entered into on this day of 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, FL 33040, and the SHERIFF of Monroe County, a constitutional officer, hereinafter referred to as "Lessee" or "Tenant" whose address is 5525College Rd., Key West, Florida 33040. WHEREAS, the Lessor is the owner of the Florida Keys Marathon 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 functions, and WHEREAS, the Lessor is willing to lease the office space to the Lessee; 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 3,548 sq ft located at 10600 Aviation Blvd on the Florida Keys Marathon Airport to be used as office/shop space, storage and parking/installation area. The premises are leased in an as is condition. The Tenant may alter or remodel the premises to suit their needs, subject to the alteration or remodeling being first approved by the County. 2. Term. This lease will continue until terminated pursuant to paragraph (7) of this agreement. 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 $4,293.08 per year and shall be due and payable on or before the 15` day of January. 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. Hold Harmless. The Lessee, as a state agency or subdivision defined in Section 768.28, Florida Statutes, Page 1 of 8 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. 5. 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. 6. 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 were in good and satisfactory condition when the Lessee took possession. In no event will the Lessor be liable for any building construction defects in the premises. (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 Page 2 of 8 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. 7. Termination. Either party may terminate this lease upon (90) days written notice. 8. 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. 9. 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 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. 10. AssiMent/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, Page 3 of 8 executors, administrators, sub - lessees and assigns of Lessee. 11. 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. 12. 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. 13. 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. Page 4 of 8 14. 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. 15. 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. 16. 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. 17. 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, conflicting employment or contractual relationship; and disclosure or use of certain information. 18. No Solicitation/Payment. 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. 19. Non - Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the Page 5 of 8 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. Le a�igations 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 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 Page 6 of 8 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: Reggie Paros, Airport Manager Florida Keys Marathon Airport 9400 Overseas Highway. Suite 200 Marathon, FL. 33050 (305) 289 -6060 For Lessee: Patrick McCullah, General Counsel Monroe County Sheriff's Office 5525College Rd. Key West, Fl. 33040 (305) 292 -7020 or to such other address as the party being given such notice shall from time to time designate to 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. Page 7 of 8 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 unl aced except by another written and signed agreement. -- 4 -Tl W O ; M DANNY L. KOLHAGE, CLERK By enuty Clerk ATTE T: ' A 4 11 � /IV BOARD OF COUNTY CQIVIMISSIPNENS OF MONROE C UNTY o By Ma94 H& Carruthers MONROE COUNTY SHERIFF By "CC Sheriff Robert P. Peryam MONROE COQ WW S ERIFF'S OFFICE APPROVED A&TO FORM: DATE: Page 8 of 8