Item C40BOARD OF COUNTY COMMISSIONERS
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AGENDA ITEM SUMMARY
Meeting Date: July 15, 2015 Division: Public Works & Engineering
Bulk Item: Yes XX No Staff Contact Person: Kevin Wilson/Pedro Mercado
AGENDA ITEM WORDING: Approval of a Lease Agreement with the School Board of Monroe
County (School Board) for lease of school board -property for purposes of constructing a Monroe
County Library/ School Board Adult Education joint use facility.
ITEM BACKGROUND: The School Board and the County entered into an ILA for purposes of
constructing a Monroe County Library/ School Board Adult Education joint use facility. The lease
gives the county a property interest in the leasehold which the county needs in order to expend county
funds in the construction of the joint use facility. Under the terms of the ILA the school board shall
finnish the property and the county will pay for and build the County Library/Adult Education facility,
which shall include up to 2,250 sq. ft. of space for an Adult Education facility (at county cost).
PREVIOUS RELEVANT BOCC ACTION: Approved the ILA at the February 18, 2015 regularly
scheduled board meeting.
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $1.00/yr
COST TO COUNTY: $1.00/vr
BUDGETED: Yes XX No
SOURCE -OF -FUNDS:
REVENUE PRODUCING: Yes No XX AMOUNT PER MONTH:
APPROVED BY:
Count
y Atty OMB/Purchasing(W Risk Management
DOCUMENTATION: Included XX Not Required
DISPOSITION: AGENDA ITEM
FM
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Revised 2/05
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
{
Coact with: MC School Board Contract #
Effective Date:
07/15/15
Expiration Date:
99 years afkar
commencement
Contract Purpose/Description:
Interlocal A ILA with the Monroe County School
Board for the purposes of
Lh m /School R Q and
use
Contract Manager: Ann Riger X4439
Pc+o'ed t/Sto #1
(Name) (Fact.)
(Depactmeat/Stop #)
for BOCC m ' on 7/15/15 Agenda Deadline:
06/30/15
CONTRACT COSTS
Total Dollar Value of Contract: S $99.00 Current Year Portion: S $1.00
Budgeted? Yes® No ❑ Account Codes: 001:20501-53Q440-
Grant: $ N/A
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $/yr For. _
(Not included in dollar vdw above) eta.
CONTRACT REVIEW
Date Out
Date In Needed
Division Director YesEl No0
er
6/29/2015
Risk Management -2Yes[I NoEr
O.M.BJPurchasing IISYeso NoEr
County Attorney . Yeso Nop
6 ZS !
I Comments:
Bever 7 121z lo1?1Z /0
2014 2015
SCHOOL BOARD AGENDA ITEM RATIONALE
DATE OF BOARD ACTION: June 9, 2015
DISTRICT DEPARTMENT: operations and Planning
.�' , ftwy � by Pabick tears
DIRECTOR/SUPERyISOR'SSIGNATURE: Date: 2015.05z9 1102 29 4XV&
US BJE[T: Approval of Ground Lease Agreement between Monroe County and MCSD
AGENDA ITEM TITLE: Approval of Ground Lease Agreement between Monroe County and MCSD
BACKGROUND INFORMATION:
The Monroe County Marathon Library is in need of repair or replacement The Monroe County School
District (MCSD) has a Continuing Education facility located at 3400 Overseas Highway, Marathon that is also
need of replacement. The site of.the'MCSD's Continuing Education facility is large enough tD accommodate
a joint -use facifty and can house both Monroe County Marathon library and the MCSD's Continuing
Education facility. Monroe County and the MCSD have entered into an Inthrtocal Agreement for construction
of a joint -use Wily and require a long term lease to construct the facility.
ITEM BUDGETED:
Yes No N/A Total Cost:
Executive Director, Finance
RECOMMENDATION:
Approve the Ground Lease Agreement as presented.
Digitally *nsd by Patrick !.elms
REVIEWED BYADMINISTRATION: Yes: ✓❑ 2015.05.2911:0251
Executive Director
0%' % *Fad kytb+a�
Theron ON G"7k1�9kffl W%O'vWwft:
..��
Simmons
REVIEWED,BYATTORNEY: Yes:O N/Ace
GROUND LEASE AGREEMENT
THIS GROUND LEASE AGREEMENT (Agreement) entered into this day
of 2014 (the 'infective Date"), between the MONROE COUNTY
BOARD OF COUNTY COMMISSIONERS (hereafter "County" or "Lessee'), a political
subdivision of the State of Florida, and the SCHOOL BOARD OF MONROE COUNTY,
FLORIDA (hereafter "School Board" or "Lessor"), as the conizacting agent forthe School District
of Momrt+oe Camty, a public agency of the State of Florida, whose address is 241 Trumbo Road, Key
West, FL33040.
RECITALS:
WHEREAS, the County has a public library facility in the City of Marathon that is in
need of replacement; and
WHEREAS, the School Board has a continuing education facility in the City of
Marathon that is in need of replacement/remodeling; and
WHEREAS, the site of the School Board's continuing education facility is Iarge enough
to accommodate a joint -use facility that can house both the Monroe County Marathon Library
and the Monroe County School Board Continuing Education facility; and
WHEREAS, the County and the School Board have entered into an Interlocal Agreement
(ILA) for construction of a joint -use facility attached hereto as Exhibit "A' ; and
WHEREAS, the County desires to enter into a long term lease to construct the facility
and the school board desires to lease the Premises on a long term basis to, have the facility
constructed,
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto
do hereby covenant, represent, warrant and agree as follows:
1) Recitals - The foregoing recitals are true and correct and are hereby incorporated in this
Agreement.
2) Premises - .Lessor hereby grants a non-exclusive - lease to the Lessee, and the
Lessee hereby accepts and leases from Lessor, the Leased Premises as set forth in Exhibit
"B", together with all easements and rights -of -way pertaining thereto, to have and to hold
the Leased Premises unto the Lessee for and during the Term set forth hereafter.
3) Term - This Lease term shall commence on the Commencement Date and continue
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until the date -which is ninety-nine (99) years after the Commencement Date, and any
extension thereof, unless_ this Lease is terminate_ d earlier pursuant to, the provisions
-contained herein.
4) Rent - Lessee shall pay to Lessor Annual Base Rent throughout the term of this '
Agreement beginning on the Commencement Date, in the amount of One Dollar (S I.00)
per Lease Year or partial Lease Year ifthe Agreement is terminated during a Lease Year.
The Annual Base Rent shall not be adjusted at any time during the term.
S) Lessor's Representations and Warranties - The- Lessor hereby represents and warrants
that Lessor owns fee simple, good, marketable and insurable title to the Leased Premises. There
are no mortgages or, security agreements encumbering or otherwise . affecting the Leased
Premises.
6) Authority and Approvals - The Lessor. (i) has full right, power and authority to make,
execute, deliver and perform its obligations under this Agreement; (ii) has obtained and received
all required and necessary consents and approvals to enter into this Agreement with the Lessee;
and (iii) by entering into this Lease with the Lessee and the performance of all of .the terms,
provisions and conditionscontained herein, does not and :will not violate or cause a breach or
default under -any agreement or obligation to which the Lessor is a party or by which it is.bound.
This Authority and Approval section, as well as other provisions of this lease as would by their
nature be affected, are contingent upon the Lessor receiving a release/modification of the reverter or
other consent from the Internal Improvement Trust Fund for the subject property bearing
AM 120804.
7) Binding Obligation - This Lease has been duly and validly executed and delivered by
the Lessor and constitutes a legal, valid and binding obligation of the Lessor, Lessor's legal
representatives, successors, and assigns, enforceable in accordance with its terms. , .
8) Lessee's Representations and Warranties - The Lessee hereby warrants and represents to
the Lessor as follows:
Existence. The Tenant is a political subdivision of the State of Florida.
Authority and. Approvals. Subject to the approval of the Board of County
Commissioners, this Lease will constitute a legal, valid .and binding obligation of the
Lessee, Lessee's legal representatives, successors, and assigns, enforceable in accordance with
its terms.
9) Indemnification - The School Board, as a state agency or subdivision as defined in
Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such
statute, for its own negligent acts or omissions, or intentional tortuous actions, :which result in -
claims or suits against either County or School Board, and agrees to be liable to the statutory
limits for any damages proximately caused by said acts or omissions, or intentional tortuous acts.
. The County, as a political sub -division of the State of Florida, as defined in
Section 768.28, Florida"Statutes, agrees to be fully responsible to the limits set forth in such
statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims
or suits against either the School Board or County, and agrees to be liable to the statutory, limits -
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for any damages proximately caused by said acts or omissions, or intentional toitious acts.
Nothing contained in this Section shall be construed to be.a waiver by either party
of any protections under sovereign immunity, Section 768.28 Florida Statutes,. or any other
similar provision of law. Nothing contained herein shall be construed to be a consent by either
party to be sued by third parties in any matter arising out of this or any other Agreement. _
10) Taxes — Lessee, as a political subdivision of the State of Florida is exempt from taxation.
11)' Utilities — All utility bills will be processed and paid by the County as follows; common
area utilities will be paid for by the County. The Utilities for the respective dedicated area will be
prorated and paid by the parties based on the respective dedicated areas. Upon receipt of a utility
bill the County will invoice and the School Board will be obligated to pay its respective share of
the utilities to the County.
12) Termination — There shall be no right of termination of this Agreement for the first
50 years of the term thereafter either party may terminate this Lease at any time provided that
the terminating party provides one-year prior written notice. Upon the effective date of such
termination; neither party, will have any further rights or obligations crested under the Lease.
13) Assignment of Lease by Lessee or Lessor - Subject to obtaining written approval of
the other party, which approval shall neither be unreasonably withheld nor delayed, the
Lessee or Lmmnay assign, convey or transfer its interests in this Lease to a third party.
14) Quiet Possession - The Lessee shall and may peaceably and quietly have, hold and
enjoy the Leased Premises during the term hereof provided that the Lessee pays the Rent and
performs all the covenants and conditions of this Lease that the Lessee is required to perform.
15) Compliance with Law - The Lessee agrees to comply with all applicable laws,
ordinances, and regulations now in effect or enacted hereafter related to the use or occupancy of
all or any part of the Leased Premises at all times during the Tenn of this Lease.
16) Notices - Any notice required by this Lease shall be in writing and shall be deemed
to have been properly delivered, when directed to the addressees as follows:
If to the Lessee: Monroe County
1100 Simonton St.
Key West, Florida 33040
Attention: County Administrator
Fax: 1-305-292-4544
Phone:1-305-292-4441
With a copy to: Monroe County Attorneys Office
P.O. Box 1026
Key West, Florida 33041-1026
Attention: County Attorney
Fax: 1-305-292-3516
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If to the Lesssor.
Phone: 1-305-292-3470
School Board of Monroe County
2412 Tnunbo Road
Key West, Florida 33040
Attn: Director of Operations
Fax: 305-289-4123
Phone: 305-289-4130
With a copy to: Dirk Smits, Esq.
Vernis & Bowling of the Florida Keys, P.A.
81990 Overseas Highway, Third Floor
Islamorada, Florida 33036
Fax: 305-664-5414
Phone: 305-664-4675
Any notice, requirement, demand, instruction or other communication to be given to any
party hereunder, shall be in writing and shall be either. (a) hand delivered; or (b) sent by a
nationally -recognized overnight carrier; or (c) sent by electronic transmitting devices such as
facsimile. Notice shall be given upon receipt or refusal or delivery of said notice. Notices
given on behalf of a party by its attorney shall be effective for and on behalf of such party. The
addressees and addresses for purposes of this paragraph may be changed by given Notice.
Unless and until such written Notice is received, the last addressee and address stated
herein shall be deemed to continue in effect for all purposes hereunder.
17) Applicable Law - This Lease shall be construed under the laws of the State of
Florida and shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
18) Venue - Venue for any litigation arising under this lease must be in a court of
competent jurisdiction in Monroe County unless an applicable federal law or regulation
provides otherwise.
19) 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 Lease, 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 attorneys 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.
20) Captions - The headings and captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or describe the scope or intent of
this Agreement nor ofany provision contained herein.
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21) Modification of Lease -
manner other than by a written
parties -
This Lease may not be modified, altered, or changed in any
agreement between the Lessor and Lessee, executed by both
22) Partial Invalidity — 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 ofthis 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 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
strickenprovision.
23) Construction of Lease - Each party hereto acknowledges that both_ parties have fully
participated in the negotiation and preparation of this Lease therefore the terms hereof shall not
be more strictly construed against either party by reason of the rule of construction.
24) Counterpart Execution - This Lease may be executed in any number of counterparts,
any one and all of which shall constitute the contract of the parties and each of which shall be
deemed an original.
25) Waiver of Jury Trial - Lessor and Lessee hereby .knowingly, voluntarily and
intentionally, waive trial by jury in any action brought by one against the other in connection
with any matter arising out of or in any way connected with this Lease. This waiver shall
apply to any original claim, counterclaim, cross claim, or other claim of any kind asserted by
either party in any such action. Neither party nor any representative of either party, including
counsel, has represented to the other that it would not seek to enforce this waiver of right to
jury trial in any such action. The parties acknowledge that the provisions of this section are a
material inducement to their entering into this Lease.
26) Adjudication 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. Ifno resolution can be agreed upon within 30 days after
the first meeting and conference session, the issue or issues shall be discussed at a public .
meeting of the Board of County Commissioners. Ifthe 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. This paragraph does not apply where a default
has occurred under the provisions of this Lease.
27) 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. Landlord and Tenant specifically agree that no
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party to this Lease shall be required to enter into any arbitration proceedings related to this
Lease. A party who requests the other party's participation in accordance with the terms of this
paragraph shall pay all reasonable expenses by the other party by reason of such participation.
28) 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.
29) Code of Ethics — Less= agrees that officers and employees of the Lessee 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.
30) 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.
31) Non -Waiver of Immunity - Notwithstanding the provisions of .Sec. 768.28, 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.
32) 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 Lessee except to the extent permitted by the Florida constitution, state statute, and case
law.
33) 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.
34) No Personal Liability - No covenant or agreement contained herein shall be deemed to
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be a- covenant or agreement of any member, officer, agent or employee of Lessee in his or her
individual capacity, and no member, officer, agent or employee of Lessee shall be liable
personally on this Lease or be subject to any personal liability or accountability by reason of
the execution of this Lease.
IN WITNESS WHEREOF, the parties have set their hands and seal the day and year first above
written.
(SEAL)
ATTEST: AMY HEAVILIN, CLERK
Deputy Clerk
(SEAL)
ATTEST
By ��rl
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Mayor Danny Kolhage
DISTRICT SCHOOL BOARD OF
OF MONROE COUNTY, FLORIDA
.By
hairman John Dick
Date: (J - q
Page 7 of 7
Exhibit "A"
MARATHON PUBLIC LIBRARY
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT is made and entered into this 18`h day of
February, 2015 by and between MONROE COUNTY, a political subdivision of the State of
Florida, whose address is 1100 Simonton Street, Key West, FL, 33040, ("County"), and THE
SCHOOL BOARD OF MONROE COUNTY, FLORIDA as contracting agent for the School
District of Monroe County, Florida, whose address is 241 Trumbo Road, Key West, Florida
33040 (the "School District" or "District").
WHEREAS, the School District owns property adjacent to Stanley Switlick Elementary
School in the City of Marathon; and
WHEREAS, said School District property currently has a 2,250 square foot building
located on the property used as an Adult Education Facility; and
WHEREAS, the remainder of said School District property is used for bus, staff and
overflow parking; and
WHEREAS, the County, under its authority pursuant to F.S. 125.01, operates and
maintains public libraries in Monroe County, including a 7,500 square foot library facility in the
City of Marathon; and
WHEREAS, pursuant to the County's Capital Improvement Plan, the County library
facility in the City of Marathon is scheduled to be replaced with a larger facility which will .
require moving the facility to a larger parcel; and
WHEREAS, the School District has also determined that the adult education facility is in
need of replacement and is located on a large parcel of land identified as RE#00103500-000000;
and
WHEREAS, the property where the adult education facility is currently located is an
ideal location to construct a joint use facility to house both the expanded County Library and the
replacement School District Adult Education Facility
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, the parties agree as follows:
1. Monroe County shall execute an agreement with the. School District for a 99 year non-
exclusive lease of the property prior to expending any funds for the design of the new facility,
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with such lease containing a reverter to the School District in the event the property is not used
for a public purpose.
2. Monroe County shall issue a Request For Qualifications (RFQ) for the design and
construction of the facility.
3. The County and the District shall review and approve the design plans prior to
proceeding to construction of the facility.
4. The County will pay for construction of the facility and will include up to 2,250 square
feet for the Adult Education facility in the county's construction costs with a dedicated space of
no less than 1,500 square feet. One half of all shared use space will be counted towards this
allocation up to 750 square feet for purposes of the Adult Education allocation. Any additional
space required by the School District will be apportioned to the District on a prorated share of
the total construction costs divided by the total square footage of the building in order to obtain a
per -square foot cost. The District shall be fully responsible for its share of the construction costs
allocable to the additional space required. Building costs shall be exclusive of furnishings and
equipment, each party bearing their. own costs for furnishing and equipping the facility.
Notwithstanding the forgoing, basic furnishings for common areas will be approved by each
party and a part of the construction cost.
5. Upon completion of construction, payment of the final pay application to the contractor
and acceptance of the facility, the County'shall own and be responsible for the maintenance and
repair of the facility. The District will provide custodial service for its dedicated areas. Custodial
services for the joint use areas and County dedicated areas will be provided by the County.
Utilities will be prorated based on the respective dedicated areas without inclusion bf common
areas. Common area utilities will be paid for by the County. All utility bills will be processed by
the County and an itemized statement provided to the District for reimbursement.
6. The County shall have sole authority in determining the hours of operation of the library.
7. The District shall have sole authority in scheduling adult education and/or training
classes.
8. The County will manage scheduling of the common areas with official functions of the
County and District having priority in scheduling.
9. This Agreement shall become effective immediately upon execution.
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10. 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.
11. . 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.
12. Notwithstanding the provisions of this Agreement, if any such default by the defaulting
party remains uncured at the conclusion of any specified 30 day cure period, and if the nature of
the defaulting party'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 party 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.
13. 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.
14. 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 survive termination.
15. To the extent permitted by law and subject to the provisions and monetary limitations of
Section 768.28, Florida Statutes, the District does hereby agree to defend, indemnify and hold
the County; its officers, agents, or employees, harmless from and against any and all liability,
damages, costs or expenses (including reasonable attorneys' fees, costs, and expenses at both the
trial and appellate levels) arising from the acts or omissions of the District or any third party
vendor contracted by the District 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
District, its officers, agents, or employees, harmless from and against any and all liability,
damages, costs or expenses (including reasonable attorneys' fees, costs, and expenses at both the
trial and appellate levels) arising from the acts or omissions of the County or any third party
vendor contracted by the County in connection with this Agreement.
16. Notices.
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All notices, requests, demands, elections, consents, approvals and other communications
hereunder must be in writing and addressed as follows, or to any other address which either party
may designate to the other party by mail:
If to County:
Roman Gastesi, Jr.
County Administrator
Monroe County Historic Gato Building
1100 Simonton Street
Key West, Florida 33040
With a copy to:
Robert Shillinger, Esq.
Monroe County Attorney's Office
1111 12`h St. Suite 408
Key West, Florida 33040
If to District:
Patrick Lefere
Executive Director of Operations and Planning
Monroe County School Board,
241 Trumbo Road
Key West, Florida 33040
With a copy to:
Dirk Smits, Esq.
Vernis & Bowling of the Florida Keys, P.A.
81990 Overseas Highway, Third Floor,
Islamorada, FL 33036
Any Notice required by this Agreement to be -given or made within a specified period of time, or
on or before a date certain, shall be deemed to have been.duly given if sent by certified mail,
return receipt requested, postage and fees prepaid; hand delivered; or sent by overnight delivery
service.
17. Attorney's Fees and Waiver of Jury Trial.
In the event of any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals,
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law clerks and legal assistants, and including fees and expenses charged for representation at
both the trial and appellate levels.
In the event of any litigation arising out of this Agreement, each party hereby knowingly,
irrevocably, voluntarily and intentionally waives its right to trial by jury.
18. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of
Florida. Exclusive venue for any litigation arising out of this Agreement shall be in Monroe
County, Florida or the Southern District of Florida. This Agreement is not subject to arbitration.
Both parties recognize and agree to abide by the Florida Governmental Conflict Resolution Act,
Chapter 164, Florida Statutes, prior to the institution of any litigation arising from this
Agreement;
19. Public Access.
Pursuant to Florida Statute § 119.0701, the City and County shall comply with -all public records
laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
Monroe County in the performance of this Agreement.
(b) Provide the public with access to public records on the same terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost provided in
Florida Statutes, Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe
County all public records in possession of the contractor upon termination of this Agreement and
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided to Monroe
County in a format that is compatible with the information technology systems of Monroe
County.
20. Entire Agreement/Modification/ Amendment.
This writing contains the entire Agreement of the parties and supersedes any prior oral or written
representations. No representations were made or relied upon by either party, other than those
that are expressly set forth herein.
No agent, employee, or other representative of either party is empowered to modify or
amend the terms of this Agreement, unless executed with the same formality as this document.
Page 5 of 7
21. Nonassignability.
This Agreement shall not be assignable by either party unless such assignment is first approved
by both parties.
22. Severability.
'If any term or provision of this Agreement shall to any extent be held invalid or unenforceable,
the remainder of this Agreement shall not be affected thereby, and each remaining term and
provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by
law.
23. Waiver.
The failure of either party to this Agreement to object to or to take affirmative action with
respect to any conduct of the other which is in violation of the terms of -this Agreement shall not
be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful
conduct.
24. Survival of Provisions.
Any terms or conditions of either this Agreement that require acts beyond the date of the term of
the Agreement, shall survive termination of the Agreement, shall remain in full force and effect
unless and until the terms or conditions are completed and shall be fully enforceable by either
party.
25. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed original
and such counterparts shall constitute one and the same instrument.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
Page 6 of 7
I
i
j
'I
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and year first
written above. j
/ "ay BOARD OF COUNTY COMMISSIONERS
AMY HEAVILIN, CLERK OF MONROE COUNTY, f LORIDA
'i
�By.
•
erk Mayor IhLy Kolhage
(SEAL)
ATT T:
B /Q S
Clerk
J
MONROE COUNTY SCHOOL BOARD
By:
Chairman
Page 7 of 7
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: July 15, 2015 Division: Public Works & Engineering
Bulk Item: Yes XX No Staff Contact Person: Kevin Wilson/Pedro Mercado
AGENDA ITEM WORDING: Approval of a Lease Agreement with the School Board of Monroe
County (School Board) for lease of school board property for purposes of constructing a Monroe
County Library/ School Board Adult Education joint use facility.
ITEM BACKGROUND: The School Board and the County entered into an ILA for purposes of
constructing a Monroe County Library/ School Board Adult Education joint use facility. The lease
gives the county a property interest in the leasehold which the county needs in order to expend county
funds in the construction of the joint use facility. Under the terms of the ILA the school board shall
furnish the property and the county will pay for and build the County Library/Adult Education facility,
which shall include up to 2,250 sq. ft. of space for an Adult Education facility (at county cost).
PREVIOUS RELEVANT BOCC ACTION: Approved the ILA at the February 18, 2015 regularly
scheduled board meeting.
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $1.00/yr
COST TO COUNTY: $1.00/vr
BUDGETED: Yes XX No
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes No XX AMOUNT PER MONTH:
APPROVED BY:
County Atty/ OMB/Purchasing] Risk Management
DOCUMENTATION: Included XX Not Required
DISPOSITION:
Revised 2/05
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: MC School Board
Contract #
Effective Date:
07/15/15
Expiration Date:
99 years after
commencement
Contract Purpose/Description:
Interlocal Agreement ILA with the Monroe County School
Board for the purposes of
Coo& Lg1=Xj5gbqol
Board Adult EdUggiM
igig use
Contract Manager: Ann Riger
X4439
'ect M t/St #1
(Name)
(Ext.)
(Dgwt ment/Stop #)
for BOCC meeting on 7/15/15
Agenda Deadline:
06/30/15
CONTRACT COSTS
Total Dollar Value of Contract: $ $99.00 Current Year Portion: S S 1.00
Budgeted? Yes® No ❑ Account Codes: 001-20501-534440-
Grant: $ N/A -
County Match: $ -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
of included in dollar value above eft.
CONTRACT REVIEW
Changes
Date In Needed
Division Director YesO No[]
Risk Management �r� Yes❑ Noa
O.M.B./Purchasing J15YesO NoS-
County Attorney
Comments:
Re+viaed 2/27/01 MCP 42
Date Out
6/29/2015
0
2014 2015
611.b-%
SCHOOL BOARD AGENDA ITEM RATIONALE
DATE OF BOARD ACTION: June 9, 2015
DISTRICT DEPARTMENT: Operations and Planning
DIRECTOR/SUPERVISOR'S SIGNATURE:
SUBJECT- Approval of Ground Lease Agreement between Monroe County and MCSD
AGENDA ITEM TITLE: Approval of Ground Lease Agreement between Monroe County and MCSD
BACKGROUND INFORMATION:
The Monroe County Marathon Library is in need of repair or replacement. The Monroe County School
District (MCSD) has a Continuing Education facility located at 3400 Overseas Highway, Marathon that is also
need of replacement. The site of the MCSD's Continuing Education facility is large enough to accommodate
a joint -use facility and can house both Monroe County Marathon library and the MCSD's Continuing
Education facility. Monroe County and the MCSD have entered into an Interlocal Agreement for construction
of a joint -use facility and require a long term lease to construct the facility.
ITEM BUDGETED:
Yes No 0 N/A Total Cost:
Executive Director, Finance
Approve the Ground Lease Agreement as presented.
Dlgitally signed by Patrick Lebm
REVIEWED BY ADMINISTRATION: Yes: ✓❑ � � ' -04W .05.2911:0251
Executive Director
DWWY StrAdbyThs—
Theron ON C Th, WomeP6"W.Wa
BaMig, PA. ar1q�L
REVIEWED BY ATTORNEY:Simmons Yes: [ N/A ❑ Ors 201500,02 I"`944V"
Signature Required
GROUND LEASE AGREEMENT
THIS GROUND LEASE AGREEMENT (Agreement) entered into this day
Of , 2014 (the 'Effective Date"), between the MONROE COUNTY
BOARD OF COUNTY COMMISSIONERS (hereafter "County" or "Lessee"), a political
subdivision of the State of Florida, and the SCHOOL BOARD OF MONROE COUNTY,
FLORIDA (hereafter "School Board" or "Lessor"), as the contracting agent for the School District
of Momm Comity, a public agency of the State of Florida, whose address is 241 Trumbo Road, Key
West FL 33040.
RECITALS:
WHEREAS, the County has a public library facility in the City of Marathon that is in
need of replacement; and
WHEREAS, the School Board has a continuing education facility in the City of
Marathon that is in need of replacement/remodeling; and
WHEREAS, the site of the School Board's continuing education facility is large enough
to accommodate a joint -use facility that can house both the Monroe County Marathon Library
and the Monroe County School Board Continuing Education facility; and
WHEREAS, the County and the School Board have entered into an Interlocal Agreement
(ILA) for construction of a joint -use facility attached hereto as Exhibit "A"; and
WHEREAS, the County desires to enter into a long term lease to construct the facility
and the school board desires to Iease the Premises on a long term basis to have the facility
constructed,
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto
do hereby covenant, represent, warrant and agree as follows:
1) Recitals - The foregoing recitals are true and correct and are hereby incorporated in this
Agreement.
2) Premises - Lessor hereby grants a non-exclusive lease to the Lessee, and the
Lessee hereby accepts and leases from Lessor, the Leased Premises as set forth in Exhibit
"B", together with all easements and rights -of -way pertaining thereto, to have and to hold
the Leased Premises unto the Lessee for and during the Term set forth hereafter.
3) Term - This Lease term shall commence on the Commencement Date and continue
Page 1 of 7
until the date which is ninety-nine (99) years after the Commencement Date, and any
extension thereof, unless this Lease is terminated earlier pursuant to the provisions
contained herein.
4) Rent - Lessee shall pay to Lessor Annual Base Rent throughout the term of this
Agreement beginning on the Commencement Date, in the amount of One Dollar ($1.00)
per Lease Year or partial Lease Year ifthe Agreement is terminated during a Lease Year.
The Annual Base Rent shall not be adjusted at any time during the term.
5) Lessor's Representations and Warranties - The Lessor hereby represents and warrants
that Lessor owns fee simple, good, marketable and insurable title to the Leased Premises. There
are no mortgages or security agreements encumbering or otherwise affecting the Leased
Premises.
6) Authority and Approvals - The Lessor. (i) has full right, power and authority to make,
execute, deliver and perform its obligations under this Agreement; (ii) has obtained and received
all required and necessary consents and approvals to enter into this Agreement with the Lessee;
and (iii) by entering into this Lease with the Lessee and the performance of all of the terms,
provisions and conditions contained herein, does not and will not violate or cause a breach or
default under any agreement or obligation to which the Lessor is a party or by which it is bound.
This Authority and Approval section, as well as other provisions of this lease as would by their
nature be affected, are contingent upon the Lessor receiving a releaselmodification of the reverter or
other consent from the Internal Improvement Trust Fund for the subject property bearing
AK# l 120804.
7) Binding Obligation - This Lease has been duly and validly executed and delivered by
the Lessor and constitutes a legal, valid and binding obligation of the Lessor, Lessor's legal
representatives, successors, and assigns, enforceable in accordance with its terms.
8) Lessee's Representations and Warranties - The Lessee hereby wan -ants and represents to
the Lessor as follows:
Existence. The Tenant is a political subdivision of the State of Florida.
Authority and Approvals. Subject to the approval of the Board of County
Commissioners, this Lease will constitute a legal, valid and binding obligation of the
Lessee, Lessee's legal representatives, successors, and assigns, enforceable in accordance with
its terms.
9) Indemnification - The School Board, as a state agency or subdivision as defined in
Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such
statute for its own negligent acts or omissions, or intentional tortuous actions, which result in
claims or suits against either County or School Board, and agrees to be liable to the statutory
limits for any damages proximately caused by said acts or omissions, or intentional tortious acts.
The County, as a political sub -division of the State of Florida, as defined in
Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such
statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims
or suits against either the School Board or County, and agrees to be liable to the statutory limits
Page 2 of 7
for any damages proximately caused by said acts or omissions, or intentional tortious acts.
Nothing contained in this Section shall be construed to be a waiver by either party
of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other
similar provision of law. Nothing contained herein shall be construed to be a consent by either
party to be sued by third parties in any matter arising out of this or any other Agreement.
10) Taxes — Lessee, as a political subdivision of the State of Florida is exempt from taxation.
11) Utilities — All utility bills will be processed and paid by the County as follows; common
area utilities will be paid for by the County. The Utilities for the respective dedicated area will be
prorated and paid by the parties based on the respective dedicated areas. Upon receipt of a utility
bill the County will invoice and the School Board will be obligated to pay its respective share of
the utilities to the County.
12) Termination — There shall be no right of termination of this Agreement for the first
50 years of the term thereafter either party may terminate this Lease at any time provided that
the terminating party provides one-year prior written notice. Upon the effective date of such
termination, neither party will have any further rights or obligations created under the Lease.
13) Assignment of Lease by Lessee or Lessor - Subject to obtaining written approval of
the other party, which approval shall neither be unreasonably withheld nor delayed, the
Lessee or l eswmay assign, convey or transfer its interests in this Lease to a third party.
14) Quiet Possession - The Lessee shall and may peaceably and quietly have, hold and
enjoy the Leased Premises during the term hereof provided that the Lessee pays the Rent and
performs all the covenants and conditions of this Lease that the Lessee is required to perform.
15) Compliance with Law - The Lessee agrees to comply with all applicable laws,
ordinances, and regulations now in effect or enacted hereafter related to the use or occupancy of
all or any part of the Leased Premises at all times during the Term of this Lease.
16) Notices - Any notice required by this Lease shall be in writing and shall be deemed
to have been properly delivered, when directed to the addressees as follows:
If to the Lessee: Monroe County
1100 Simonton St.
Key West, Florida 33040
Attention: County Administrator
Fax: 1-305-292-4544
Phone: 1-305-292-4441
With a copy to: Monroe County Attorney's Office
P.O. Box 1026
Key West, Florida 33041-1026
Attention: County Attomey
Fax: 1-305-292-3516
Page 3 of 7
Phone: 1-305-292-3470
If to the Lesssor. School Board of Monroe County
2412 Trumbo Road
Key West, Florida 33040
Attn: Director of Operations
Fax: 305-289-4123
Phone: 305-289-4130
With a copy to: Dirk Smits, Esq.
Vernis & Bowling of the Florida Keys, P.A.
81990 Overseas Highway, Third Floor
Islamorada, Florida 33036
Fax: 305-664-5414
Phone: 305-664-4675
Any notice, requirement, demand, instruction or other communication to be given to any
party hereunder, shall be in writing and shall be either. (a) hand delivered; or (b) sent by a
nationally -recognized overnight carrier; or (c) sent by electronic transmitting devices such as
facsimile. Notice shall be given upon receipt or refusal or delivery of said notice. Notices
given on behalf of a party by its attorney shall be effective for and on behalf of such party. The
addressees and addresses for purposes of this paragraph may be changed by given Notice.
Unless and until such written Notice is received, the last addressee and address stated
herein shall be deemed to continue in effect for all purposes hereunder.
17) Applicable Law - This Lease shall be construed under the laws of the State of
Florida and shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
18) Venue - Venue for any litigation arising under this lease must be in a court of
competent jurisdiction in Monroe County unless an applicable federal law or regulation
provides otherwise.
19) 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 Lease, 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.
20) Captions - The headings and captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or describe the scope or intent of
this Agreement nor ofany provision contained herein.
Page 4 of 7
21) Modification of Lease - This Lease may not be modified, altered, or changed in any
manner other than by a written agreement between the Lessor and Lessee, executed by both
parties.
22) Partial Invalidity — 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 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 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.
23) Construction of Lease - Each party hereto acknowledges that both parties have fully
participated in the negotiation and preparation of this Lease therefore the terms hereof shall not
be more strictly construed against either party by reason of the rule of construction.
24) Counterpart Execution - This Lease may be executed in any number of counterparts,
any one and all of which shall constitute the contract of the parties and each of which shall be
deemed an original.
25) Waiver of Jury Trial - Lessor and Lessee hereby knowingly, voluntarily and
intentionally, waive trial by jury in any action brought by one against the other in connection
with any matter arising out of or in any way connected with this Lease. This waiver shall
apply to any original claim, counterclaim, cross claim, or other claim of any kind asserted by
either party in any such action. Neither party nor any representative of either party, including
counsel, has represented to the other that it would not seek to enforce this waiver of right to
jury trial in any such action. The parties acknowledge that the provisions of this section are a
material inducement to their entering into this Lease.
26) Adjudication 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. Ifno resolution can be agreed upon within 30 days after
the first meeting and conference session, the issue or issues shall be discussed at a public
meeting of the Board of County Commissioners. Ifthe 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. This paragraph does not apply where a default
has occurred under the provisions of this Lease.
27) 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. Landlord and Tenant specifically agree that no
Page 5 of 7
party to this Lease shall be required to enter into any arbitration proceedings related to this
Lease. A party who requests the other party's participation in accordance with the terms of this
paragraph shall pay all reasonable expenses by the other party by reason of such participation.
28) 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.
29) Code of Ethics — Lessee agrees that officers and employees of the Lessee 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.
30) 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.
31) Non -Waiver of Immunity - Notwithstanding the provisions of Sec. 768.28, 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 goverment
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.
32) 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 Lessee except to the extent permitted by the Florida constitution, state statute, and case
law.
33) 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.
34) No Personal Liability - No covenant or agreement contained herein shall be deemed to
Page 6 of 7
be a -covenant or agreement of any member, officer, agent or employee of Lessee in his or her
individual capacity, and no member, officer, agent or employee of Lessee shall be liable
personally on this Lease or be subject to any personal liability or accountability by reason of
the execution of this Lease.
IN WITNESS WHEREOF, the parties have set their hands and seal the day and year first above
written.
(SEAL)
ATTEST: AMY HEAVILIN, CLERK
By
Deputy Clerk
(SEAL)
ATTEST
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By _
Mayor Danny Kolhage
DISTRICT SCHOOL BOARD OF
OF MONROE COUNTY, FLORIDA
BY — -!�JW
Chairman John Dick
Date:
Page 7 of 7