01/12/2012 to 01/11/2013...07/18/2012 LeaseLEASE AGREEMENT
MONROE COUNTY
SOUTHERNMOST HOMELESS ASSISTANCE LEAGUE
This Agreement is made and entered into by MONROE COUNTY, a political subdivision
of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, (COUNTY
or the LESSOR), and Southernmost Homeless Assistance League (SHAL or the LESSEE), a
not - for - profit corporation incorporated in the State of Florida, whose address is P.O. Box 2990,
Key West, FL 33045 -2990.
WHEREAS, the BOCC leases premises to other governmental agencies and not - for - profit
organizations servicing the County community; and
WHEREAS, SHAL has requested use of County office space; and
WHEREAS, SHAL provides support to homeless programs in the community; and
WHEREAS, the COUNTY owns an office building known as the Gato Building at 1100
Simonton Street, Key West, Florida; and
WHEREAS, the Gato Building has a number of vacant offices due to reduction of the
County workforce; and
WHEREAS, the BOCC has determined that is in the best interests of Monroe County to
lease 96 square feet of office space at the Gato Building;
NOW THEREFORE, IN CONSIDERATION of the promises contained herein the
parties agree to the following:
1. PROPERTY The COUNTY leases exclusively to the LESSEE 96 square feet of office
space, #1 -192, adjacent to the lobby of the Social Services Suite in the Gato Building and which is
shown on Exhibit A, hereafter the premises. Exhibit A is attached and made a part of this
Agreement.
2. TERM The term of this Agreement is one (1) year running from January 12, 2012
through January 11, 2013.
3. USE AND CONDITIONS The premises shall be used solely for the purposes of
providing support, such as preparing_ rant application and coordinating collaborative projects to
other not - for - profit agencies providing services to the homeless in Monroe County If the
premises are used for any other purpose, the COUNTY shall have the option of immediately
terminating this Agreement. 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
SHAL Lease Agreement Pagel of 7
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 Gato Building. 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
$4,820.16 per year, for 96 square feet of office space at $50.21 per square foot, which rental sum is
due in monthly installments of $401.68 on the first day of the month payable in advance. The
twelve monthly payments shall be remitted to Monroe County Clerk's Office, 500 Whitehead
Street, Key West, FL 33040.
Additional consideration from each party:
a. Utilities Electricity, office maintenance, office cleaning, and local phone calls will
be provided by LESSOR at no additional cost to LESSEE, unless the occupation of the premises
has a significant impact on any of such costs to LESSOR, in which case the parties will either
renegotiate the consideration or mutually terminate this agreement.
b. SHAL shall be entitled to use the common areas of the Gato Building, such as
bathrooms, and the Social Services Suite, such as the lobby and conference room, incidental to the
purpose of their occupancy of the premises.
c. SHAL shall have access to LESSOR's deaf and/or hearing impaired services upon
SHAL's timely notification in a form acceptable by both parties to the County Administrator's
office, or its designee, any time this service is required. All costs incurred by SHAL's use of the
services shall be at SHAL's sole cost and expense.
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 general
liability insurance in a minimum amount of Three Hundred Thousand Dollars ($300,000.00);
vehicle liability insurance in a minimum of Three Hundred Thousand Dollars ($300,000.00); and
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 One Hundred Thousand Dollars
($100,000.00) 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.
SHAL Lease Agreement Page 2 of 7
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 The LESSEE is liable for and must fully defend, release,
discharge, indemnify and hold harmless the COUNTY, the members of the County Commission,
County officers and employees, and County agents and contractors, and the State, its officers and
employees, from and against any and all claims, demands, causes of action, losses, costs and
expenses of whatever type - including investigation and witness costs and expenses and attorneys'
fees and costs - that arise out of or are attributable to the LESSEE's operations on the premises
except for those claims, demands, damages, liabilities, actions, causes of action, losses, costs and
expenses that are the result of the sole negligence of the COUNTY. The LESSEE's purchase of the
insurance required under this Agreement does not release or vitiate its obligations under this
paragraph.
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
SHAL Lease Agreement �� Page 3 of 7
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 immediately, without prior 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.
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. SUBORDINATION This Agreement is subordinate to the laws and regulations of the
United States, the State of Florida, and the COUNTY, whether in effect on commencement of this
lease or adopted after that date.
15. 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.
16. 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.
17. 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
SHAL Lease Agreement Page 4 of 7
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.
18. 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.
19. 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.
20. 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 this Agreement; provided that all applications, requests, grant proposals, and
funding solicitations shall be approved by COUNTY party prior to submission.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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
SHAL Lease Agreement Page 5 of 7
the right to unilaterally cancel this Agreement upon violation of this provision by LESSEE
26. 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.
27. 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 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.
28. 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.
29. 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.
30. 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.
31. 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.
32. 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.
33. SECTION HEADINGS Section headings have been inserted in this Agreement as a
SHAL Lease Agreement Page 6 of 7
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.
34. 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.
35. NOTICES Notices in this Agreement, unless otherwise specified, must be sent by
certified mail to the following:
COUNTY LESSEE
County Administrator Wendy Coles, Executive Director
1100 Simonton Street Southernmost Homeless Assistance League (SHAL)
Key West, FL 33040 P. O. Box 2990
Key West, FL 33045- 2990
36. RELATIONSHIP OF PARTIES SHAL 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 BOCC. SHAL shall exercise control, direction, and supervision over the
personnel and volunteers who use the premises. SHAL shall have no authority whatsoever to act
on behalf and/or as agent for the BOCC in any promise, agreement or representation other than
specifically provided for in this agreement. The BOCC shall at no time be legally responsible for
any negligence on the part of SHAL, its employees, agents or volunteers resulting in either bodily
or personal injury or property damage to any individual, property or corporation.
37. 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.
38. EFFECTIVE DATE This Agreement will take effect on January 12, 2012.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its
duly authorized representative.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By
Deputy Clerk
BOCC approved July 18, 2012
(SEAL)
BOARD OF COUNTY COMMISSIONERS,-,
OF MONROE COUNTY, FLORIDA
�-'
N �
By
Mayor /Chairman m
SOUTHERNMOST HOMELES'S
ASSISTANCE LEAGUE r*%)J
ATTEST: Witness
��' I L' i1�1►I w
Title
By t,
11�±��� - �' •
�� " -= , -�
-�
,' [
,-�
��
"_'j- l
�,
,�
v
;n
�o
r, 1'
d
A
C
�r
' 4
��
:� `
r
� L
��:c ,e.��cf
J i
7 j
I I
`Y
���
' ,
7
�� " -= , -�
-�
,' [
,-�
��
"_'j- l
�,
,�
v
;n
�o
r, 1'
d
A
C
�r
' 4
��
:� `
r
� L
��:c ,e.��cf