10/19/2011 Lease DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: October 31, 2011
TO: Dent Pierce, Director
Public Works Division •
ATTN: Beth Leto, Assistant Director P
Public Works Division
FROM: Isabel C. DeSantis, D.C. ftj`
At the October 19, 2011, Board of County Commissioner's meeting, the Board granted
approval of the following:
Item C28 Board granted approval to exercise the first option to renew the Contract with
Culver's Cleaning Company for Janitorial Services at Veteran's Memorial Park Restrooms, Little
Duck Key, Monroe County.
Item C29 Contract with Carrier Commercial Services as sole source provider for a service
agreement to include preventative maintenance for the two Carrier chiller units and equipment at
the Gato Building in Key West.
Item C30 Lease Agreement, effective October 19, 2011 to October 18, 2036, with the
Florida Keys Children's Shelter, Inc. a Florida Item not - for - profit corporation, to provide
facilities and services to abused youth and families in the community.
Item C31 Award of Bid / Contract with Siemens Industry, Inc. for the testing, certification,
and maintenance of the Monroe County Detention Center's fire alarm system, building
automation system, and smoke control system; the Sheriff's Administration Building's fire alarm
system and building automation system; the Juvenile Justice Center's fire alarm system and
building automation system; and the Courthouse Annex's fire alarm system.
Item C32 Interlocal Agreement with the City of Marathon for utilization of the County
meeting room in Marathon for 24 City Council meetings.
Attached are dupilcate original of the subject items for your handling. Should you have
any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File
LEASE AGREEMENT
FLORIDA KEYS CHILDREN'S SHELTER
MONROE COUNTY
THIS LEASE AGREEMENT, is made and entered into this ` day of October,
2011, by and between Monroe County, a political subdivision of the State of Florida, (hereafter
"County" or "Lessor"), whose address is 1100 Simonton Street, Key West, Florida, 33040 and The
Florida Keys Children's Shelter, Inc., (hereafter "FKCS" or "Lessee "), whose address is 73
Highpoint Road, Tavernier, Florida 33070.
WHEREAS, the BOCC leases premises to other governmental agencies and not - for - profit
organizations servicing the Monroe County community; and
WHEREAS, FKCS has requested use of County property; and
WHEREAS, FKCS provides service homeless programs to children in the community; and
WHEREAS, the COUNTY owns a parcel of land at the Plantation Key Government Center
upon which FKCS constructed improvements to serve the needs of children in the community; and
WHEREAS, the BOCC has determined that is in the best interests of Monroe County to lease
land to FKCS for purposes of operating a children's shelter;
NOW THEREFORE, IN CONSIDERATION of the promises contained herein the parties
agree to the following:
1. PROPERTY The County leases to Lessor the premises as shown on exhibit A and more
particularly described as;
A PARCEL OF LAND IN SEC. 8 TWP. 63S, RGE. 38E, PLANTATION
KEY, MONROE COUNTY, FLORIDA AND MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
From the reference monument at the intersection of the right -of -way line of
the southbound lane of SR -5 (U.S. 1) and the NE corner of Lot 12, Randal
Adams Subdivision as shown on Plat Book 1, Page 110, go N 88 °13'00" W a
distance of 882.12' to a point,
Thence along a course S 1 °4700 W a distance of 81.93 to THE POINT OF
BEGINNING of said parcel;
Thence continue S 1 °47'00" W for a distance of 143.07;
Thence along a course N 88 °13'00" W a distance of 131.09;
Thence along a course S 02 °02'00" W a distance of 63.0;
Thence along a course S 00 °03'52" E a distance of 291.06;
Thence N 02 °02'00" E a distance of 198.0; Thence along a course N 89 °5608 W a distance
of 160.0' back to THE P O I N T OF BEGINNING.
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2. TERM The term of this Agreement is twenty -five (25) years running from October 19, 2011
through October 18, 2036.
3. USE AND CONDITIONS The premises shall be used solely for the purposes of providing
children's support services in accordance with HSAB grant conditions. If the premises are used for
any other purpose, the County shall have the option of immediately terminating this Agreement and
upon termination of this agreement ownership of all improvements erected on the premises shall vest
in the County. Lessee shall not permit any use of the premises in any manner that would obstruct or
interfere with any County functions and duties.
The Lessee will further use and occupy said premises in a careful and proper manner, and not
commit any waste thereon. Lessee will not cause, or allow to be caused, any nuisance or
objectionable activity of any nature on the premises. Any activities in any way involving hazardous
materials or substances of any kind whatsoever, either as those terms may be defined under any state
or federal laws or regulations or as those terms are understood in common usage, are specifically
prohibited. The Lessee will not use or occupy said premises for any unlawful purpose and will, at
Lessee's sole cost and expense, conform to and obey any present or future laws, ordinance and/or
rules, regulations, requirements and orders of governmental authorities or agencies respecting the use
and occupation of said premises. These covenants of the Lessee shall also be binding on the use of
the personnel, volunteers or clients of Lessee in accessing any common areas of the leased premises.
No signs of any kind will be permitted on the external fagade of the building or in the parking lot. A
sign no larger than 8 '/2 " X 11" may be posted at the entry door to the premises.
4. RENT For the use of the premises, the Lessee must pay the County the sum of $1.00 per
year, payable in advance. The payments shall be remitted to Monroe County Clerk's Office, 500
Whitehead Street, Key West, FL 33040.
5. TAXES The Lessee must pay all taxes and assessments, including any sales or use tax,
levied by any government agency with respect to the Lessee's operations on the premises.
6. INSURANCE Lessee shall, throughout the term of this lease, maintain the following:
A. General Liability Insurance, Lease /Rental of
Property Owned by the County
$300,000 Combined Single Limit
or
• Premises Operation
$100,000 per person
• Blanket Contractual
$300,000 per occurrence
• Products and Complete Operations
$50,000 property damage
• Expanded Definition of Property Damage
• Personal Injury Liability
• Fire Legal Liability (with limits equal to fair
market value of the leased property)
B. Vehicle Liability Insurance for Leases /Rentals of
County -Owned Property
• Owned, Non - Owned, and Hired Vehicles
• Physical Damage Protection (if leased
Property is a County -owned vehicle
$300,000 Combined Single Limit
ACV for Physical Damage
or
$100,000 per person
$300,000 per occurrence
$50,000 Property Damage
ACV for Physical Damage
Page 2
C. Worker's compensation insurance for bodily injury or death to any one person or
number of persons in any one occurrence in an amount not less than the statutory requirements unless
waived or modified by County Risk Management per Administrative Instruction 4709. The insurance
policy (or policies) shall name Monroe County as an additional insured.
The LESSEE must keep in full force and effect the required insurance during the term of this
Agreement. If the insurance policies originally purchased which meet the requirements of this lease
are canceled, terminated or reduced in coverage, then the LESSEE must immediately substitute
complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be
filed with the COUNTY whenever acquired or amended.
7. CONDITION OF PREMISES The Lessee must keep the premises in good order and
condition. The Lessee must promptly repair damage to the premises. At the end of the term of this
Agreement, the Lessee must surrender the premises to the County in the same good order and
condition as the premises were on the commencement of the term, normal wear and tear excepted.
The Lessee is solely responsible for any improvements to land and appurtenances placed on the
premises.
8. IMPROVEMENTS No structure or improvements of any kind shall be placed upon the
land without prior approval in writing by the County Administrator and building permits issued by
the County and any other agency, federal or state, required by law. Any such structure or
improvements shall be constructed in a good and workmanlike manner at Lessee's sole cost and
expense. Subject to any landlord's lien, any structures or improvements constructed by Lessee shall
be removed by the Lessee at Lessee's sole cost and expense, by midnight on the day of termination of
this Agreement or extension hereof, and the land restored as nearly as practical to its condition at the
time this agreement is executed unless the Board of County Commissioners accepts in writing
delivery of the premises together with any structures or improvements constructed by Lessee.
Portable or temporary advertising signs are prohibited.
Lessee shall perform, at the sole expense of Lessee, all work required in the preparation of the
property or premises hereby leased for occupancy by Lessee; and Lessee does hereby accept the
leased property or premises as now being in fit and tenantable condition for all purposes of Lessee.
County reserves the right to inspect the leased area and to require whatever adjustment to
structures or improvements as County, in its sole discretion, deems necessary. Any adjustments shall
be done at Lessee's sole costs and expense. Any building permits sought by Lessee shall be subject to
permit fees.
9. HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed
elsewhere in this agreement, Lessee shall defend, indemnify and hold the County and the County's
elected and appointed officers and employees harmless from and against (i) any claims, actions or
causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other
proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business
interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or
sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Lessee or
Page 3
any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the
negligence or willful misconduct of Lessee or any of its employees, agents, contractors or other
invitees, or (C) Lessee's default in respect of any of the obligations that it undertakes under the terms
of this lease, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or
expenses arise from the intentional or sole negligent acts or omissions of the County or any of its
employees, agents, contractors or invitees (other than Lessee). Insofar as the claims, actions, causes
of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur
during the term of this lease, this section will survive the expiration of the term of this lease or any
earlier termination of this lease.
10. NON - DISCRIMINATION The LESSEE for itself, its personal representatives, successors
in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that 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. The LESSEE for itself, its personal representatives, successors in interest, and assigns, as
a part of the consideration hereof, does hereby covenant and agree 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 VI 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 maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement.
11. TERMINATION The County may treat the Lessee in default and terminate this
Agreement, upon 7 days written notice, upon failure of Lessee to comply with any provision of this
Agreement. Lessee may terminate this Agreement upon giving thirty days prior written notice to
County..
12. DEFAULT - WAIVER The waiver by the Lessee or the County of an act or omission that
constitutes a default of an obligation under this Agreement does not waive another default of that or
any other obligation.
Page 4
13. ASSIGNMENT The Lessee may not assign this Agreement or assign or subcontract any of
its obligations under this Agreement without the approval of the County's Board of County
Commissioners. All the obligations of this Agreement will extend to and bind the legal
representatives, successors and assigns of the Lessee and the County.
14. 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 County and Lessee agree that venue will lie in
the appropriate court or before the appropriate administrative body in Monroe County, Florida.
The County 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.
15. 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. The County 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.
16. ATTORNEY'S FEES and COSTS The County 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.
17. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and Lessee and their respective legal representatives,
successors, and assigns.
18. 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.
19. CLAIMS FOR FEDERAL OR STATE AID Lessee and County agree that Lessee shall
be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of
Page 5
this Agreement; provided that all applications, requests, grant proposals, and funding solicitations
shall be approved by County party prior to submission.
20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS County and Lessee agree
that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 30 days
after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the
Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the
parties, then any party shall have the right to seek such relief or remedy as may be provided by this
Agreement or by Florida law.
21. 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, County
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. County and Lessee specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement.
22. COVENANT OF NO INTEREST County 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 that the only interest of each is to perform and receive
benefits as recited in this Agreement.
23. 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.
24. PUBLIC ACCESS The County and Lessee shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and
LESSEE in conjunction with this Agreement; and the County shall have the right to unilaterally
cancel this Agreement upon violation of this provision by Lessee.
25. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the County and the Lessee in this Agreement and the acquisition of any
commercial liability insurance coverage, self - insurance coverage, or local government liability
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 County be required to contain any provision for waiver.
26. 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
Page 6
public agents or employees of the County, when performing their respective functions under this
Agreement within the territorial limits of the County 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 County.
27. LEGAL OBLIGATIONS AND RESPONSIBILITES: 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 County, except to the extent permitted by the Florida
constitution, state statute, and case law.
28. 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 County and
Lessee agree that neither the County nor the 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.
29. ATTESTATIONS Lessee agrees to execute such documents as the County may reasonably
require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace
Statement.
30. 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.
31. 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
singing any such counterpart.
32. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter
of convenience of reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
33. MUTUAL REVIEW This agreement has been carefully reviewed by Lessee and County,
therefore this agreement is not to be construed against either party on the basis of authorship.
Page 7
34. NOTICES Notices in this Agreement, unless otherwise specified, must be sent by certified
mail to the following:
COUNTY
County Administrator
1100 Simonton Street
Key West, FL 33040
LESSEE
Kathleen Tuell, Executive Director
Florida Keys Children Shelter, Inc.
73 Highpoint Road
Tavernier, FL 33070
and
Monroe County Public Works
1100 Simonton Street
Key West, FL 33040
35. RELATIONSHIP OF PARTIES FKCS is, and shall be, in the performance of all works,
services, and activities under this Agreement, an independent agency, and not an employee, agent or
servant of the County. FKCS shall exercise control, direction, and supervision over the personnel
and volunteers who use the premises. FKCS shall have no authority whatsoever to act on behalf of
and/or as agent for the County in any promise, agreement or representation other than specifically
provided for in this agreement. The County shall at no time be legally responsible for any negligence
on the part of FKCS, its employees, agents or volunteers resulting in either bodily or personal injury
or property damage to any individual, property or corporation.
36. FULL 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.
37. EFFECTIVE DATE This Agreement will take effect on October 19, 2011.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: DA! NY L. KOLHAGE, CLERK OF MONROE OUN , FLORIDA
By no&T�
Deputy Clerk Mayor /Chairman
(SEAL)
ATTES �,,, By -
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MO E COUNTY ATTOR Y
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