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Item P7BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: July 20, 2011 Division: Monroe County Attorney's Office Bulk Item: Yes x No _ Staff Contact: Cynthia Hall x 3174 AkNV 1vLA 11r:M WURVING: Termination of existing interlocal agreement and approval of new interlocal agreement with the City of Key West, for use of Douglass Community Center by Monroe County Health De4partment for the purpose of operating a Primary Care Center and Health Resources Department. ITEM BACKGROUND: The City and the County are authorized by Florida Statutes to enter into interlocal agreements to provide county health department facilities and services. Since approximately 1992, the County has entered into an agreement with the City of Key West for the use of space at the Douglass Community Center for the purpose of providing a Primary Care Clinic and Health Resources Center. The proposed interlocal agreement places the cost of operation on the County, however, a companion amendment to core contract between the County and the Health Department transfers the cost of utilities and maintenance to the Health Department. rtcLVIUUN KL+LLVANT BUCC ACTION: The BOCC originally entered into an ILA for the use of the Douglass Community Center on August 15, 1995, effective back to 11/1/1993. q- VA l KAU l /AUREEMENT CHANGES: The ILA establishes a 10-year term, whereas the prior agreement had no termination date. The ILA places responsibility for utilities and maintenance on the County (the core contract amendment transfers responsibility to the Health Department). STAFF RECOMMENDATIONS: Approval. I U I AL k;Ua l : 'bu INDIRECT COST: BUDGETED: Yes X No COST TO COUNTY:_ $0 SOURCE OF FUNDS: REVENUE PRODUCING: Yes AMOUNT PER MONTH Year No APPROVED BY: County Atty �MB/Purchasing Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # ReviseH �� c MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: City of Key West Contract # Effective Date: 7/20/2011 Expiration Date: 7/19/2021 Contract Purpose/Description: Lease of Douglass Community Center for Monroe County Health Department. Contract Manager: Roman Gastesi 4441 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 7/20/2011 Agenda Deadline: 7/5/2011 CONTRACT COSTS Total Dollar Value of Contract: $ 0 Current Year Portion: $ Budgeted? Yes❑ No ❑ Account Codes: Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, E Date In Division Director Risk Managem nt O.M.B./Purc asing t County Attorney l Comments: OMB Form Revised 2/27/01 MCP CONTRACT REVIEW Changes Needed Reviewer Yes❑ No❑ Yes❑ NQb _ Yes[] No Yes❑ No Date Out RESOLUTION NO. 10-041 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF KEY WEST, FLORIDA, AUTHORIZING AN INTERLOCAL AGREEMENT BETWEEN MONROE COUNTY AND THE CITY OF KEY WEST REGARDING MONROE COUNTY OPERATING THE PRIMARY CARE CLINIC AND HEALTH RESOURCES CENTER AT 830 EMMA STREET AT THE DOUGLASS COMMUNITY CENTER; PROVIDING FOR AN EFFECTIVE DATE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF KEY WEST, FLORIDA, AS FOLLOWS: Section 1:. That the attached Interlocal Agreement between Monroe County and the City Of Key West regarding Monroe County operating the Primary Care Clinic and Health Resources Center at 830 Emma Street a the Douglass Community Center is approved. Section 2: That this Resolution shall go into effect immediately upon its passage and adoption and authentication by the signature of the presiding officer and the Clerk of the Commission. Passed and adopted by the City Conunission at a meeting held this 2 day o f February 2010. Authenticated by the presiding officer and Clerk of the Commission on February 3 , 2010. Filed with the Clerk February 3 , 2010. CRAI AT S, MAYOR ATTEST: - ( CHERYL SMITH,ibITY CLERK Inter4ocal Agreement between City of Key West and Board of County Commissioners of Monroe County for the use of the Douglass Community Center Dated Page 1 of 13 THIS Inter -local Agreement (hereinafter `Agreernenf'), made and entered into at Key West, Monroe County, Florida, this day of , 2010, 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 iaterlocal agreements to provide services and facilities; and Whereas, the COUNTY has the power, pursuant to Section 125.01 (I)(e), Florida Statutes, to provide health and welfare programs; and Whereas, the COUNTY has determined that it is M" 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. NOW THEREFORE, the CITY and COUNTY, for an in consideration of their respective obligations, eater into the Agreement on the terms and conditions set forth below. W I'NESSETH: 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 120a' month thereafter. Each parry 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 beep 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 terra 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 6. 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 768.29, 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 County Commissioners of Monroe County to the Monroe Page 4 of 13 County 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 fihe conclusion of any specified 30 day cure period, and if the nature of the defaulting parry'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 parry 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 5 of 13 S. All default and grace periods shall be deemed to nun 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 terns 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 is the property demised or to enforce the Agreement or proceed under it in any particular, then in any of such events, the prevailing parry 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 6 of 13 providing all new HVAC 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 HVAC 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. If, in the alternative, the COUNTY undertakes the maintenance of the HVAC equipment itself, 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 uaeet the applicable code requireients 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 tune 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 8 of 13 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. NOMECHANICS 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 from the actions of the COUNTY, COUNTY must pay off the same within 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 Florida Local Government 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 9 of 13 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 10 of 13 IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first written above. BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA BY: Sylvia Murphy, Monroe County Mayor (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BY: Deputy Clerk Sz Cheri Smith City Clerk (City Seal) THECITY OF KEY WEST, FLORIDA Z,17 Z� Craig Ca , Mayor Page 11 of 13 To WO OFF, cA6 -1-1S/zorr 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, FI. 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 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 k 8 Replace Front Window BCC DOH Proj. 9 Build AC Closet/doors/Hard BCC DCH Proj. 10 Additional VCT/Atcoustical in hallways to RR's BCC DOH Proj. 11 Add Rails to Corridors to RR's BCC DOH Proj, Total Additional Costs $H,848.08— INTERLOCAL AGREEMENT FOR MONROE COUNTY USE OF DOUGLASS CONIlI+I MTY CENTER Monroe County Res. No. A0 Key West Res. No. 9 3 -" 3 7 2 This 1NTERLOCAL AGREEMENT entered into this 16"6 day of /qv vsf 199,7; between the City of Key West, Florida, whose address is 525 Angela Street, Key West, FL 33040 ("City"), and the Board of County Commissioners of Monroe County, Florida, 500 Whitehead Street, Key West, FL 33040 CCounty"). WHEREAS, City and County arc authorized, pursuant to Sections 125.01(1) (p), 163.01 and 166.021 Florida Statutes, to enter into interlocai agreements to provide services and facilities; and WHEREAS, County has the power, pursuant to Section 125.01(1) (e), Florida Statutes, to provide health and welfare programs; and WHEREAS, County has determined that it is in the best interest of the County to locate a Health Resouroe Center in a downtown location. WHEREAS, City has available appropriate space at Douglass Community Center, 830 Emma Stree , Key West, FL 33040; now, therefore, 7 IN CONSIDERATION of the mutual covenants below: q' - C:! o 1. Purpose of Agreement �` ' -71 'lie purpose of this agreement is to deffl the reectinw rights and obligations oC9ty and County under this agreement relative to provisioa of premises at Douglass Commudty Cente�to y be used and occupied by County for a Health Resource Center to be operated by Ae Department � of Health and Rehabilitative Services, Monroe County Public Health Unit and activities thereto. 2. Term and Termination The agreement shall begin 1.1 / 1 / 9 3 and continue through such termination data as either party may elect, provided that the terminating party gives at least ninety (90) days written notice to the other party prior to the effective date of termination. 3. Premises City does lease unto County for the term above stated, space M=bcr 2 , comprising approximately 200 square fed, at the premises known as Douglass Community Center, 830 Emma Street, Key West, FL 33040. No compensation shall be paid by County to City as rent. 4. Modifications and Amendments Any and all modifications and amendments of this agreement shall be approved by the Board of County Commissioners for Monroe County and by the City Commission for the City of Key West and in writing. No modification or amendment shall become effective until approved in writing by both parties. 5. Assignment County shall not assign this agreement, except in writing and with prior written approval of City, which approval shall, be subject to such conditions and provisions as City may deem necessary. This agreement shall be incorporated as City may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein, unless expressly provided otherwise in an amendment authorizing such assignment. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon either party in addition to the covenants and promises contained herein. 6. Futures All additions, fixtures, or improvements which may be made by County, except moveable furniture, equipment and appliances, shall become the property of City and remain upon the premises as a part thereof, and be surrendered with the premises at the termination of this lease. All moveable furniture, equipment and appliances installed or placed by C urtty in premises shall remain the property of County and the County shall remain solely responsible for any loss or damage to such property except for loss or damage arising from negligence on the part of the City or its agents. Legal Compliance Parties shall comply with all foieral, state, and local statutes, ordinancxs, rules, orders, regulations and requirements related to the lease of premises under this aft, and abatement of nuisances or other grievances in, upon or connected with said promises during the germ of this agedment. County shall comply with all rules, orders and regulations of Southern Under writers Association for preveIIfion of fires with reaped to its use of and placement of items A the premises at County's own costs and expenses. County shall notify City promptly of any apparent structural defects which may Violate nines, orders and regulations for prevention of fires, which City shall correct forthwith. S. Destruction of Premises In the event that premises shall be destroyed or so damaged by fire or other dually during the life of this agreement, whereby the same shall be rendered untenantable for the purposes for which premises are leased, then either party may terminate this agreement, eBective immediately, or both may renegotiate the terms of a new agreement or of an amendment hereto. 9. Termination for Cause Either party may terminate this agreement upon the material breach of covenants and conditions by the other party upon free (5) days written notice to the other party. A material breach is a Violation that requires the non violating party to contact law etdorcemem authorities or expend in excess of one thousand dollars ($1,000.00) in correcting in order to continue peaodW enjoyment of premises for permis ele purposes. 10. Waiver Any waiver of any breach of eonvenants herein contained to be kept and performed by either party shall not be deemed as a continuing waiver and shall not operate to bar or prevent either party from declaring a forfeiture and termination for any sucking breach either of the same conditions or convenants or otherwise. 11. Right of Entry City or any of its agents shall have the right to enter the promises during all reasonable hours, to examm the same, to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof or of said building, or to exhibit said premises and to put or keep upon the doors or windows thereof a notice ToRRrf' at any tinge within thirty (30) days before the properly noticed termination of this agreement The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions, wlucb do not conform to this agreement, or to the rule and regulations of the building. 12. Condition of Premises County hereby accepts the premises in the condition they are in at the beginning of this agreement and agrees to maintain said premises in the same condition, order and repair as they an at the camme==nt of said tezm, exciting only reasonable wear and tear arising from the use thereof under this agreement, and to make to good to City immediately upon demand, any damage to water apparatus, or dectric lights or any fixture` appliances or appurtenances of said premisea, or of the building, caused by any act or neglect of County, or of any person or persons in the employ or under the control of County. Upon larmination of the agreement, County shall remove all moveable furniture, equipment and appliances installed and return the sites of installation to their original condition at the beginning of the term of this agreement 13. Water Damage City shall be liable for only such water damage as may be sustained by County through the carelessness, negligence, or improper conduct on the part of City or its employees, but shall not be liable for any damage or irujury by water, which may be sustained by County or any other person resulting from the carelessness, negligence, or improper conduct on the part of County, its agents or employees 14. Notice and Keys Any written notice required under this agreement shall be made by each party to the other as follows: For City: Ron Herron 525 Angela Street Key west, FL 33040 For County. Thomas Brawn County Administrator 5100 Rest College Road Key west, FL 33040 The above -specified persons shall have full responsibility for all keys providing access to the premises. City shall have five (5) keys. County shall have four (4) keys. 15. Hold Harmless and Indemnification County and City each represents to the other that it carries suitable public liability and property damage insurance, or is self -insured in amounts adequate to cover any claim within the limitations of Section 768.28 arising in connection with the tease of the premises under this Agreement and will continue to carry such insurance or remain self -insured during the entire term of this Agreement Each party shall be responsible for any acts of negligence on the part of its agents and employees. Each party shall hold the other party barmless from all claims arising from negligence of its agents, employees and uxkpm&nt contractors in connection with this Agreement, and shall defend the other party against all claims arising out of such negligence of its agents, employees and independent contractors under this lease. 16. Furniture, Equipment and Appliances Each party shall retain ownership of the fixtures, equipment, fiuniture and appliances installed or placed by each respective party, vwept as otherwise ag rod herein, and maintain a current inventory of same. 17. Maintenance and Repair City shall maintain the premises, including the walls and roof there4 and fixed equipment. County shall repair such breakage, damage or wear and tear as is caused by County's use of premises. Should any of County's property be so damaged by City's use to be beyond serviceable repair or stolen during, or due to, City's use or negligence, City shall replace such property. Each party shall allow normal wear and tear of its property by the other party's use thereof. 18. Alterations by County County agrees that it will main no alterations to the building without prior written permission from City. County agrees to follow all City permitting and building codes and be responsible for all costs associated with such alterations. 19. Custodial and Security Services County shall be responsible for custodial services and security of the premises at all times. 20. Limitation to use The premises may be used by County only for the purposes of its Health Resource Center and related services provided by HMCounty. Premises may not be used as a residence, nor for any living, sleeping, and/or residing overnight. 21. Utilities The costs of utilities shall be paid by the County. 22. Garbage and Refuse County shall be responsible for disposing of garbage and refuse including btohazardous waste disposal- 23. Mail County shall be responsible for providing its own mailbox to be located in the designated area in front of the Douglass Community Center if mail service is desired to premises. In witness whereof the parties hereto have hereunto executed this instrument for the purposes herein expressed the day and year above writt&L I (Sal) Board of County Commissioners Attest: Danny Kolhage, Clerk of Monroe County, Florida 0 % I F.A Deputy Cleric 10-1-r-9S' Mayor /Chairm� City of Key West By. Ci erk City M=W ."n AID 1� , Fit -