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Item Q3County of Monroe��p � BOARD OF COUNTY COMMISSIONERS d/ Mayor George Neugent, District 2 The FlOnda Keys Mayor Pro Tern David Rice, District 4 Danny L. Kolhage, District 1 Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting December 14, 2016 Agenda Item Summary #2438 BULK ITEM: Yes DEPARTMENT: Project Management / Facilities TIME APPROXIMATE: STAFF CONTACT: Doug Sposito (305) 292-4416 10:30 AGENDA ITEM WORDING: Approval of a 6-month Land lease agreement between Habitat For Humanity and Monroe County with an optional 6-month extension on the property located at 30320 Overseas Hwy, Big Pine Key, FL 33043. ITEM BACKGROUND: On Sept 21" Monroe County issued a termination letter to Habitat for Humanity for the property located on Big Pine Key to vacate the property by January l9th. On October 19th BOCC directed staff to work with Habitat tofnd alternate solutions. PREVIOUS RELEVANT BOCC ACTION: Item C-32 at the September 21, 2016 BOCC meeting. Approval to send notice of lease termination letter to Habitat for Humanity for the property located at 30320 Overseas Highway; Big Pine Key, FL. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Discussion, Direction and Approval of new lease agreement DOCUMENTATION: Habitat for Humanity -Lease Agreement Site Only 12.1.2016 Lease Agreement Planning Review FINANCIAL IMPACT: Effective Date: 19 January2017 Expiration Date: 19 July 2017 Total Dollar Value of Contract: None Total Cost to County: N/A Current Year Portion: N/A Budgeted: N/A Source of Funds: N/A CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: Grant: County Match: Insurance Required: Additional Details: N/A N/A If yes, amount: REVIEWED BY: Doug Sposito Completed 12/08/2016 9:08 AM Kevin Wilson Completed 12/08/2016 9:22 AM Rene Rogers Completed 12/08/2016 2:38 PM Budget and Finance Completed 12/08/2016 2:52 PM Maria Slavik Completed 12/08/2016 3:20 PM Kathy Peters Completed 12/08/2016 3:27 PM Board of County Commissioners Pending 12/14/2016 9:00 AM LAND LEASE AGREEMENT HABATIT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC. THIS LEASE AGREEMENT is made and entered into December 14, 2016, by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 ("Lessor"), and HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC., a non-profit corporation of the State of Florida, whose principal address is 30320 Overseas Highway, Big Pine Key, Florida, 33043 ("Lessee"). WHEREAS, Monroe County in 2004 purchased and now owns the property located at 30320 Overseas Highway, Big Pine Key, Florida ("Premises"); and WHEREAS, on August 18, 2004, the Lessor and the Lessee entered into a Lease agreement, for one (1) fifteen (15) year term commencing on August 19, 2004 and ending on August 18, 2019 and conditioned upon satisfactory compliance with the terms of the Lease, Lessee may also request, in writing, a renewal of the Lease as the parties may agree ("Original Lease"), a copy of which is attached hereto and made a part hereof; and WHEREAS, in July 2016 Monroe County received an Engineering Report for the Premises prepared by Reynolds Engineering Services, Inc. and Hungate Engineering, P.0 ("Engineering Report"); and WHEREAS, the Engineering Report contained findings of structural deficiencies on the Premises including, but not limited to the building exterior, roof, 2nd floor interior, I" floor interior, and the below I" floor areas; and WHEREAS, the Engineering Report contained a "critical recommendation" that the "bottom level of the building have temporary shoring installed as soon as practical (within the next 4-6 months)" which would indicate that the temporary shoring should be installed before the end of January 2017; and WHEREAS, the Original Lease contains a Termination clause requiring the County to give Lessee a one hundred twenty (120) day prior written notice of termination; and WHEREAS, on September 21, 2016 the County delivered to the Lessee a prior written Notice of Termination, with such termination effective as of January 19, 2017 ("Termination Date"); and WHEREAS, the Lessee has agreed to vacate the structure located on the Premises by the Termination Date; and WHEREAS, the Lessee desires to continue the use of the outdoor storage area of the Premises; and WHEREAS, Lessee desires to evaluate the existing structure located on the Premises for the purpose of determining the feasibility of repairing or replacing the existing structure. WHEREAS, the Lessor has determined that the availability of affordable housing for persons in the work force is critically low; and WHEREAS, Lessee's mission includes assistance to disadvantaged and low-income people in acquiring affordable home ownership; and WHEREAS, the parties recognize that a primary purpose of the County acquiring the Premises was to be able to. use the Premises for the staging of pre -disaster and post -disaster operations; and WHEREAS, the parties now desire to terminate the Original Lease and enter into this Land Lease Agreement for the outdoor area only of the Premises ("Lease"). NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: Mutual Termination of Original Lease. The parties mutually agree to terminate their Original Lease, dated August 18, 2004, with neither party having any further duty, obligation or liability to the other under the terms of the above listed document. 2. Premises. The Lessor does hereby lease to Lessee and Lessee leases from the Lessor, the undeveloped land only (excluding the existing structure) at 30320 Overseas Highway, Big Pine Key, Florida, 33043 ("Exhibit A"), a copy of which is attached hereto and made a part hereof. 3. Term and Effective Date. Subject to and upon the terms and conditions set forth herein, this Lease shall continue in full force and effect for a term of six (6) months commencing as of January 19, 2017 and terminating on July 18, 2017. 4. Extension Period. Conditioned upon satisfactory compliance with the terms of this Lease, Lessee may, at least thirty (30) days prior to the expiration of this Lease, request in writing, that Lessor renew the Lease, under the same terms and conditions, for a Term of not more than six (6) months ("Extension Period"). This Extension Period is predicated on the Lessee providing to the Lessor a written Letter of Intent indicating that the Lessee intends to repair or replace the existing structure within the time frames contained in the Engineering Report. 5. Rent. Lessee shall pay the Lessor the sum of Ten Dollars ($10.00) per Term, due on the first day of the each Term, payable in advance and remitted to Monroe County Clerk's Office, 500 Whitehead Street, Key West, Florida 33040. 6. Taxes. The Lessee shall pay all taxes and assessments, if any, including any sales or use . tax, levied by any government agency with respect to the Lessee's operations on the Premises. 7. Insurance. a) To the extent allowed by law, each party shall be responsible for any acts of negligence on the part of its employees, agents, contractors, and subcontractors and shall defend, indemnify and hold the other party harmless from all claims arising out of such actions. b) Lessee shall, throughout the term of this Lease, maintain insurance in a minimum amount of One Million Dollars and NO/100 ($1,000,000.00) for bodily injury or death to any one (1) person or number of persons in any one occurrence and not less than One Million Dollars and NO/100 ($1,000,000.00) for property damage 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. c) If the insurance policies originally purchased with meet the requirements of this lease are canceled, terminated or reduced in coverage, then the Lessee shall immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County whenever acquired or amended. Utilities. Lessee shall be responsible for paying any and all costs of utility costs, fees and monthly utility fees, such as water, electric, sewer, telephone or cable. Mechanic's Liens. The Lessee shall not permit any mechanic's lien or liens to be placed on the Premises or on improvements thereon. If a mechanic's lien is filed, it shall be the sole responsibility of the Lessee or its officer, employee, agent, contractor or other representative causing the lien to be filed to discharge the lien and to hold harmless and defend Monroe County against enforcement of such lien. Pursuant to Section 713.23, F.S. the liens authorized in ch. 713, F.S. do not apply to the Lessor. 10. Records — Access and Audits. The Lessee shall maintain adequate and complete records for a period of four (4) years after termination of this Lease. The Lessor, its officers, employees, agents and contractors shall have access to the Lessee's books, records, and documents related to this Lease upon request. The access to the inspection of such books, records, and documents by the Lessor shall occur at any reasonable time. 11. Relationship of Parties. The Lessee is, and shall be an independent contractor and not an agent or servant of the Lessor. The Lessee shall exercise control, direction, and supervision over the means and manner that its personnel, contractors and volunteers perform the work for which purpose this lease is entered. The Lessee shall have no authority whatsoever to act on behalf and /or as agent for the Lessor in any promise, lease or representation other than specifically provided for in this Lease. The Lessor shall at no time be legally responsible for any negligence on the part of the Lessee, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. 12. Termination. This Lease may be terminated at the discretion of the Lessor in the following circumstances: A. Lessee fails to pay the rent when due; B. Lessee fails to obtain the insurance required under this Lease or allows the required insurance coverage to lapse or fall below the minimum required; C. Lessee otherwise breaches the terms of this Lease. D. Lessor may terminate this Lease upon giving sixty (60) days prior written notice to the Lessee. Unless the Lessor has accepted in writing a delay in performance of duties, the failure to perform said duties shall constitute a default under the terms of this Lease. 3 In the case of default/breach, the County Administrator or his designee shall first give Lessee a written notification stating the default/breach and that Lessee has seven (7) days to correct the default/breach. If the Lessee has not corrected the default/breach at the end of the seven (7) days, then the Lessor may terminate the Lease in its discretion. If it shall be necessary to employ the services of an attorney in order to enforce its rights under this Lease, the Lessor shall be entitled to reasonable attorney's fees. Waiver of a default in any particular month shall not bind the Lessor to forego the provisions of this paragraph and any subsequent default shall be grounds for termination. 13. Use and Conditions. A. The Premises shall be used solely for the purposes of conducting the Lessee's activities related to the provision of affordable housing and limited to; outdoor storage in conex containers, storage in semi -trailers, parking of company vehicles on the Premises, parking of a waste dumpster, the storage of donated vehicles and recreational vehicles (limited to no more than four (4) at any one time) and the storage of donated goods, construction equipment, construction materials and emergency storm supplies. B. Lessee may use exterior utility connections such as water and electricity. Lessee shall be responsible for the cost of such utilities as set forth in paragraph 8 of this Lease. C. Lessee may remove and/or replace the outdoor storage containers on an as needed basis. Lessee will advise Lessor when such removal or replacement will occur. D. Lessee will further use and occupy the Premises in a careful and proper manner, and not commit any waste thereon. The Lessee shall 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, shall strictly comply with all federal, state and local laws. Lessee shall not use or occupy the Premises for any unlawful purpose and will, at the Lessee's sole cost and expense, conform to and obey any present or future ordinance and/or rules, regulations, requirements and orders of governmental authorities or agencies respecting the use and occupation of the Premises. E. Lessee shall be solely responsible for operating and maintaining the Premises, including all utilities, security, enforcement of rules and regulations, programs, transportation and any and all other aspects of operations. F. During the Term of this Lease, Lessee shall annually provide Lessor with Reports on housing construction initiated, housing construction completed, placement of families in completed housing, average use of materials storage space, as well as any statistical reports which are prepared for and circulated to the Lessee's volunteers and donors. G. If the Premises is used for any other purpose, without the Lessor Administrator's prior written consent, the Lessor shall have the option of immediately terminating this Lease. The Lessee shall not permit any use of the Premises in any manner that would obstruct or interfere with any Lessor functions and duties. Further, the Lessee shall not sublease any space or antenna use to any other entity. H. The Lessee acknowledges that the Premises contains soil contamination. The Lessee accepts the property in "AS IS" condition. The Lessee does hereby accept the leased Premises as now being in fit and tenantable condition for all purposes of the Lessee 4 I. No structure or improvements of any kin, whether temporary or permanent, shall be placed upon the land without prior approval in writing by the Monroe County Administrator. J. Lessee shall preform, at its sole expense, all work required in the preparation of the Premises hereby used for occupancy by the Lessee except as otherwise provided in this Lease. K. Lessor reserves the right to inspect the leased area and to require whatever adjustment to structures or improvements that Lessor, in its sole discretion, deems necessary. Any adjustments shall be done at the Lessee's sole cost and expense. L. Signage of any type shall comply with the County's sign regulations. M. At any time that the Premises are needed by the Lessor for pre -disaster and/or post -disaster staging operations, Lessee shall accommodate Lessor to the fullest degree possible. This shall include, when necessary, but not limited to, cessation of Single Family Residential manufacturing and components assembly activity, consolidation of stored construction materials as fully as possible to accommodate storage of materials by Lessor, and the like. 14. Lessee Covenants. Lessee covenants and agrees as follows: A. Lessee will vacate the structure on the Premises on or before January 19, 2017. B. To maintain the grounds of the Premises including but not limited to; mowing, weeding, trimming of plants and trees and trash removal. C. Lessee will limit access to the Premises to be the time between 7:30 am and 5:00 pm on Mondays through Saturdays. D. Lessee will limit access to the Premises to staff, employees, registered volunteers accompanied by staff, construction professionals. E. Lessee may allow limited access by the public for the purpose of processing the donation of a vehicle or recreational vehicle. Any member of the public making such a donation will be accompanied on the Premises by a staff member of the Lessee. F. Lessee will provide portable restroom facilities on the Premises for the use of the staff, employees, registered volunteers and construction professionals. G. Lessee shall maintain a City and County occupational license during the period of this lease. H. Lessee agrees to keep the leased Premises in a safe, clean and well -maintained order at no expense to the Lessor. This provision is to be monitored by the Director of Project Management and Facilities or his representative. I. Lessee agrees to operate its business in a business like manner. 15. Lessor Covenants. In connection with the above demised Premises, the Lessor covenants with the Lessee that conditioned upon Lessee's performance and observance of Lessee's covenants herein, Lessee shall have quiet enjoyment and peaceable possession of the Premises during the term of this Lease. In the event the Monroe County BOCC elects to maintain and/or improve the structure in the vicinity of the leasehold herein, either by necessity, or by choice, such activity will not be considered as a breach of any covenant of this lease. Lessor further covenants and agrees as follows: A. Monroe County Project Management and Facilities will secure the vacated structure located on the Premises on January 19, 2017. B. Lessor shall provide to Lessee access to the secured structure for the purpose of evaluating the repair or replacement of the structure by the Lessee. 5 16. Condition of the Premises. Lessee must keep the Premises in good order and condition. Lessee must promptly repair damage to the Premises. At the end of the term of this lease, the Lessee must surrender the Premises to the Lessor in the same good order and condition as the Premises were on the commencement of the term, normal wear and tear expected. The Lessee shall not commit waste on the Premises, nor maintain or permit a nuisance on the Premises. After termination or expiration of this Lease, the Lessee shall pay the Lessor the cost of any repairs and clean-up necessary to restore the Premises to its condition at the commencement of the Lease. 17. Assignment. Lessee may not assign this Lease or assign or subcontract any of its obligations under this Lease with the approval of the Monroe County BOCC. All the obligations of this Lease will extend to and bind the legal representatives, successors and assigns of the Lessee and the Lessor. 18. Subordination. This Lease is subordinate to the laws and regulations of the United States, the State of Florida, and the County, whether in effect or commencement of this Lease or adopted after that date. 19. Licenses. Lessee shall be responsible for and provide all licenses required by all local, state and federal agencies. 20. Cessation of Habitat Affordable Housing Operations. Upon the natural expiration or early termination of this Lease, the operation of a storage warehousing facility shall immediately be ceased and all improvements, equipment, and other personality of the Lessee, its officers, staff, employees, contractors, agents, volunteers and invitees shall immediately be removed from the Premises. Any damage to the Premises which has occurred due to the use contemplated under this Lease shall be immediately repaired and the Premises restored to its original condition, unless the parties agree at the cessation of operations that the Premises need not be repaired or restored due to other benefits installed by Lessee during the Term of this Lease. Should the Lessee determine to cease operation prior to natural termination of this Lease, the Lessee shall give Lessor prior written notice of such intended cessation sixty (60) days before the effective date of the cessation of operation. 21. Premises to be Used For Lawful Purposes. It is expressly covenanted between the parties hereto that the Lessee will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in violation of the laws of the Untied States, or of the State of Florida, or of the Ordinances of Monroe County or the City of Key West, Florida. Lessee will keep and save the Lessor forever harmless from any penalty or damage or charges imposed for any violation of any said laws, whether occasioned by neglect of Lessee and Lessee will indemnify and save and keep harmless the Lessor against and from any loss, cost, damage, and expense arising out of any accident or other occurrence, causing injury to any person or property whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or any part thereof by Lessee. 22. Limitation of Lessor's Liability. It is further agreed that in no case shall the Lessor herein be liable, under any express or implied covenants in the Lease, for any damages whatsoever to the Lessee beyond the rent reserved by the Lease accruing, for the act, or breach of covenant, for which damages may be sought to be recovered 0 against said Lessor, and that in the event said Lessee shall be ousted from the possession of said property by reason of any defect in the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall not be required to pay rent under this Lease while he is so deprived of said property, and that said Lessor shall not incur any liability as a result of such ouster. 23. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 24. Observance of County Rules and Resulations. The Lessee hereby covenants and agrees that he, his agents, employees or otherwise shall observe and obey all lawful rules and regulations which may from time to time during the term hereby promulgated and enforced by the Lessor at the beach. 25. County's Right of Entry. The Lessor reserves the right hereunder to enter upon the Premises at any reasonable time during normal operating hours for the purpose of inspecting said Premises to determine whether Lessee has complied and is complying with the terms and conditions of this Lease. The Lessee hereby agrees to keep the Premises at all times in a clean and sanitary condition, and not to maintain or keep upon said Premises any properties or equipment not used in connection with the operation of said business, unless authorized by the Lessor to do so. 26. Leasehold Improvements. The Lessee agrees not to make any alterations to the building located on said Premises, without first obtaining written consent of the Lessor to do so. Such alterations shall be based on plans approved by the Monroe County Administrator and shall be subject to all City and County code provisions governing construction. Lessee shall be responsible for obtaining any permits required by any government agency. All site improvements shall be pre -approved by the Monroe County Board of County Commissioners. 27. Responsibility for Property on Leasehold. All property of any kind that may be on the Premises during the term of this Lease shall be at the sole risk of the Lessee. The Lessor shall not be liable to the Lessee or any other person for any injury, loss or damage to property or person on the Premises. 28. Damage to Leasehold. In the event that the demised Premises, or a major part thereof, are destroyed by fire, storm, or any other casualty, the Lessor at its option may forthwith repair the damage to such structure at its own cost and expense. The rental thereon shall cease until the completion of such repairs. If Lessor exercises its option to repair the Premises, Lessee agrees to assign its right to the insurance proceeds to the Lessor. 29. Rights Reserved. Rights not specifically granted to Lessee by this Lease are reserved to the Lessor. 30. Indemnification / Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold Lessor and the Lessor'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 (including, without limitation, costs of 7 remediation in connection with a violation of any federal, state, or local law or regulation, attorneys' fees and costs, court costs, fines ,and penalties) 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 any of its employees, agents, contractors or other invitees on the leasehold Premises 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 Lessor 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. 31. Governing Law, Venue, Interpretation: This Lease 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 Lease, 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 Lease by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 27. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 28. Severability. If any term, covenant, condition or provision of this Lease (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 Lease, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Lease 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 Lease would prevent the accomplishment of the original intent of this Lease. The Lessor and Lessee agree to reform the Lease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 29. 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 Lease shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 30. Binding Effect. The terms, covenants, conditions, and provisions of this Lease shall bind and inure to the benefit of the Lessor and Lessee and their respective legal representatives, successors, and assigns. 31. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Lease have been duly authorized by all necessary County and corporate action, as required by law. 32. Claims for Federal or State Aid. Lessor and Lessee agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 33. Adiudication of Disputes or Disagreements. Lessor 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 thirty (30) days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Monroe County 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 Lease or by Florida law. 34. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Lease, 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 Lease or provision of the services under this Lease. Lessor and Lessee specifically agree that no party to this Lease shall be required to enter into any arbitration proceedings related to this Lease. 35. Nondiscrimination. Lessor and Lessee agree 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 Lease automatically terminates without any further action on the part of any party, effective the date of the court order. Lessor and Lessee 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 patent 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 on the basis of disability; 9 10) Sections 13-101, et seq., Monroe County Code, relating to discrimination based on race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity 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 Lease. 36. 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 Lease, and that the only interest of each is to perform and receive benefits as recited in this Lease. 37. Code of Ethics. Lessor agrees that officers and employees of the Lessor 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. 38. No Solicitation/Payment. The 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 Lease 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 Lease. For the breach or violation of the provision, the Lessee agrees that the Lessor shall have the right to terminate this Lease 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. 39. Public Access. The Lessor 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 Lessor and Lessee in conjunction with this Lease; and the Lessor shall have the right to unilaterally cancel this Lease upon violation of this provision by Lessee. 40. Non -Waiver of Immunity. Notwithstanding the provisions of Chapter 286, Florida Statutes, the participation of the Lessor and Lessee in this Lease 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 Lessor be required to contain any provision for waiver. 41. 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 Lease 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. 10 42. Legal Obligations and Responsibilities. Non -Delegation of Constitutional or Statutory Duties. This Lease 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 Lease 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. 43. Non -Reliance by Non -Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Lease 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 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 Lease separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease. 44. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 45. 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 Lease or be subject to any personal liability or accountability by reason of the execution of this Lease. 46. Execution in Counterparts. This Lease 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 Lease by signing any such counterpart. 47. Section Headings. Section headings have been inserted in this Lease as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Lease and will not be used in the interpretation of any provision of this Lease. 48. Mutual Review. This Lease has been carefully reviewed by Lessee and Lessor; therefore this Lease is not to be construed against either party on the basis of authorship. 49. Notices. LESSOR: LESSEE: County Administrator Habitat Executive Director 1100 Simonton Street P.O. Box 421003 Key West, Florida 33040 Summerland Key, Florida 33042 11 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) ATTEST: AMY HEAVILIN, CLERK By Deputy Clerk WITNESSES: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA LO-Z Mayor/Chairperson, George Neugent HABITAT FOR HUMANITY OF KEY WEST AND LOWER FLORIDA KEYS, INC. 211M Title This document was prepared and approved as to form by: C. Rene Rogers, Esq. Date Assistant County Attorney Florida Bar No.: 0101178 P.O. Box 1026 Key West, FL 33041-1026 (305) 292-3470 12 EXHIBIT "A" TO LEASE Parcel 1 TRACT no. 3, as per unrecorded sketch of Tropic -Island Ranchetts, Big Pine Key, Florida and now particularly described by metes and bounds as follows: On the island of Big Pine Key, Monroe County, Florida, begin at the center of Section 26, Township 66 South, Range 29 East; thence run due Westerly 548.75 feet to the POINT OF BEGINNING; thence continue due Westerly 299.375 feet; thence run due Southerly 160.0 feet; thence run due Easterly 299.375 feet; thence run due Northerly 160.0 feet to the POINT OF BEGINNING. Parcel II Easement for the purpose of vehicular and pedestrian ingress and egress as reserved in Special Warranty Deed from Carnival Fruit Company, a Florida corporation, to Bruce H. Seigal and Leda Grodsky Seigal, his wife, dated August 27, 1990, recorded August 27, 1990 in Official Records Book 1142, at Page 1544, of the Public Records of Monroe County, Florida. 13 Wilson -Kevin From: Santamaria-Mayte Sent: Wednesday, December 07, 2016 6:16 PM To: Wilson -Kevin; Peters -Katherine; Shillinger-Bob Cc: Rogers -Rene; Sposito-Doug Subject: RE: Proposed elements of a revised lease agreement between HFH and MC for 30320 O/S Highway Attachments: Habitat questions.pdf Kevin/Doug/Bob — please see the attached and let me know if you need anything additional at this point. Mayte Santamaria Senior Director of Planning and Environmental Resources Monroe County I Planning & Environmental Resources Department 2798 Overseas Highway I Suite 400 1 Marathon, Florida 33050 (305)289-2500 From: Wilson -Kevin Sent: Wednesday, December 07, 2016 4:48 PM To: Peters -Katherine; Shillinger-Bob Cc: Rogers -Rene; Sposito-Doug; Santamaria-Mayte Subject: RE: Proposed elements of a revised lease agreement between HFH and MC for 30320 0/S Highway Kathy & Bob, We originally had this set up for a time approximate of 10:30 and I remember Roman saying to make sure the MinuteTraq number was replaced by the agenda item number but it's now not on the Time Approximate sheet nor is it anywhere in the agenda. What's the best way to fix this? We should provide Habitat with an approximate time because he's travelling all the way to Key Largo. The draft agreement is available but hasn't been sent to Habitat because we are not certain if their requested terms are even allowed under our codes (Mayte is reviewing and, hopefully will have an answer for us before the SMT meeting in the morning). That said we can send the draft to Habitat with the caveat that it may have to change. One option is to make it a discussion under my Staff Report (still should make it time approx.). We could also make it an add on (same time issue) Thoughts? Kevin G. Wilson, P.E. Assistant County Administrator Monroe County, FL (Florida Keys) 102050 Overseas Highway Key Largo, FL 33037 Tel: 305-292-4529 Cell: 305-797-1547 From: Sposito-Doug Sent: Wednesday, December 07, 2016 2:31 PM To: 'Mark Moss' Cc: Wilson -Kevin; Shillinger-Bob; Rogers -Rene; Debbie Batty; BOCCDIS2; Donna Bosold Subject: RE: Proposed elements of a revised lease agreement between HFH and MC for 30320 O/S Highway Mark, I'm not sure why it's not on the agenda. It was originally on our draft agenda with a time approximate of 10:30. I'll look into it and get back to you. I assure you it's nothing on your end. We have the agreement prepared. It is currently being reviewed by our Planning Dept. Once approved I will forward to you for your signature. Thank you Doug Sposito Director of Project Management Monroe County Engineering 1100 Simonton Street, 2-216 Key West, FL 33040 (305)-304-5025 Cell (305)-292 4416 Key West sposito-dour@monroecounty-fl.gov PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAYBE SUBJECT TO PUBLIC DISCLOSURE. From: buildithfhkwCagmail.com[mailto:buildithfhkw(cbamail.com] On Behalf Of Mark Moss Sent: Wednesday, December 07, 2016 1:14 PM To: Sposito-Doug Cc: Wilson -Kevin; Shillinger-Bob; Rogers -Rene; Debbie Batty; BOCCDIS2; Donna Bosold Subject: Re: Proposed elements of a revised lease agreement between HFH and MC for 30320 O/S Highway Doug, We have initiated a conversation with the County attorney's office to resolve the code case. Our Board will consider it at their meeting 12/12. However, the lease extension we have agreed to work on is not on the December 14 agenda. If there is a defect on Habitat's part that is responsible, we would wish to be told. Our approach, based on the last email chain, was that the work items necessary to create an agenda item belonged to County staff. If the agenda is not able to be modified at this date, please advise us as to what to expect next. Your help is appreciated. We are deeply concerned at this moment. Mark Moss Executive Director Habitat for Humanity of Key West & the Lower Florida Keys, Inc buildit e,habitatlowerkeys.org 305 407 4070 305 294-9006. On Mon, Nov 28, 2016 at 2:27 PM, Sposito-Doug <sposito-douggmonroecounty-fl.gov> wrote: No problem Thankyou Doug Sposito Director of Project Management Monroe County Engineering 1100 Simonton Street, 2-216 Key West, FL 33040 (305)-304-5025 Cell (305)-292 4416 Key West sposito-doug@monroecounty-fl.gov PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE.