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05/16/2018 Sublease cougr , � 11 l' °FO Kevin Madok, CPA ............. Clerk of the Circuit Court & Comptroller Monroe County, Florida DATE: August 1, 2018 TO: Abra Campo, Ex. Administrator County Attorney's Office 1 FROM: Pamela G. Hanco C .C. SUBJECT: May 16 BOCC Meeting Attached is an electronic copy of Item R3, early termination of the Islamorada Chamber of Commerce Sublease with the County and the new Sublease with the Matecumbe Historical Trust Corporation pending approval from Florida Department of Transportation (FDOT), for your handling. As noted in your cover transmittal, the sublease will be placed on the August agenda, for ratification, due to changes made in the sublease by FDOT. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 Plantation Key, Florida 330 305 - 294 -4641 305- 289 -6027 305 -852 -7.145 305- 852 -7145 SUBLEASE — MATECUMBE HISTORICAL TRUST CORPORATION This Sublease is made and entered into by MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 (County), and MATECUMBE HISTORICAL TRUST CORPORATION, a Florida Not - for - Profit Corporation, whose address is 75141 Overseas Highway, Islamorada, Florida 33036 (the Trust). The State of Florida Department of Transportation (the "Department ") is the owner of a parcel of land situated in Upper Matecumbe Key identified as FDOT Parcel 521 (the "Parcel ") and more particularly described in Exhibit "A ", attached hereto and made a part hereof; and The Department and County entered into a Lease Agreement and Addendum to Lease Agreement dated May 24, 1995, and May 18, 2005, respectively, (the "Lease ") for the Parcel, wherein the Lease terminates on May 24 2025, but the County has the option to extend its lease term to May 23, 2030, and the Department retains the right of approval of any sublease between the County and a third party. The County is desirous to sublease Parcel 521 exclusively to the Trust, under the following terms and conditions: 1. PROPERTY. The lands identified as the Parcel as shown on Exhibit "A," attached hereto, and hereinafter identified as the "Premises ". 2. TERM. The term of this Sublease shall commence on MOW 24 2018, and terminate on DeCtAKier 3) , 2024, unless earlier terminated. If the County exercises its final option to extend its lease term with the Department to May 23, 2030, then the County shall notify the Trust on or before February 10, 2025 ( "Notification "), that this Sublease may be renewed for an additional term to run concurrently with the County's termination date of May 23, 2030. The Trust shall have ninety (90) days from the Notification to provide written notice to the County of its desire to exercise of the renewal option. 1 3. USE AND CONDITIONS. The Premises shall be used solely for the purposes of a historical museum, rest station and parking facilities. No advertisement signs of any kind will be permitted on the leased right-of-way area. If the Premises are used for any other purpose, the County shall have the option of immediately terminating this Sublease. The Trust shall not permit any use of the Premises in any manner that would obstruct or interfere with any transportation facilities. The Trust will further use and occupy said Premises in a careful and proper manner, and not commit any waste thereon. The Trust will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the Premises. Any activities in any way involving hazardous materials or substances of any kind whatsoever, either as those terms may be defined under any state or federal laws or regulations or as those terms are understood in common usage, are specifically prohibited. The Trust will not use or occupy said Premises for any unlawful purpose and will, at the Trust'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 said Premises. The Sublease is subject to all conditions of the Lease dated May 24, 1995, and Addendum to the Lease dated May 18, 2005, between the State and the County for the Premises. 4. RENT AND UTILITIES. For the use of the Premises, the Trust shall pay the County the sum of One and 00/100 Dollar ($1.00) per year for each full or partial year of the term, due on the twenty -fourth day of May of each year and payable in advance. Additionally, the Trust shall reimburse the County for any increases in rent which the State requires of the County and any administrative fees assessed to the County by the State for the Premises or leasing thereof, in accordance with statutory and regulatory provisions of the State of Florida. Rent payments shall be made payable to Monroe County and remitted to the Monroe County Clerk of Court for the Monroe County Board of County Commissioners at 500 Whitehead Street, Key West, Florida 33040. Any installment of rent not received within ten (10) days after the date due shall be considered late. 2 The Trust shall be solely responsible for all bills for electricity, lighting, power, gas, water, telephone and Internet services, or any other utility or service used on the land. 5. TAXES. The Trust must pay all taxes and assessments, including any sales or use tax, levied by any government agency with respect to the Trust's operations on the Premises during the term hereof. 6. INSURANCE. The Trust shall, throughout the term of this Sublease, maintain insurance in a minimum amount of One Million and 00/100 Dollars ($1,000,000.00) for bodily injury or death to any one person or number of persons in any one occurrence, and not less than One Million and 00 /100 Dollars ($1,000,000.00) for property damage unless waived or modified by County Risk Management per Administrative Instruction 7500.7 and by the State of Florida Department of Transportation. The insurance policy or policies shall name Monroe County and the State of Florida Department of Transportation as additional insureds. The Trust must keep in full force and effect the required insurance during the term of this Sublease. If the insurance policies originally purchased which meet the requirements of this Sublease are canceled, terminated, or reduced in coverage, then the Trust must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the County whenever acquired or amended and annually thereafter. 7. CONDITION OF PREMISES. The Trust must keep the Premises in good order and condition. The Trust must promptly repair damages to the Premises. At the end of the term of this Agreement, the Trust must surrender the Premises to the County in the same good order and condition as the Premises were on the commencement of the term, normal wear and tear excepted. The Trust is solely responsible for any improvements to land and appurtenances placed on the Premises. 8. IMPROVEMENTS. No structure or improvements of any kind shall be placed upon the land without prior approval, in writing, by the District Secretary for District Six of the State of Florida Department of Transportation, and a building permit issued by Islamorada, 3 • Village of Islands. Any such structure or improvements shall be constructed in a good and workmanlike manner at the Trust's sole cost and expense. Subject to any landlord's lien, any structures or improvements constructed by the Trust shall be removed at the Trust's sole cost and expense, by midnight on the day of termination of this Sublease or extension hereof, and the land restored as nearly as practical to its condition at the time this Sublease is executed, unless the State of Florida Department of Transportation or it successors and assigns accepts, in writing, delivery of the Premises together with any structures or improvements constructed by the Trust. Portable or temporary advertising signs are prohibited. The Trust shall perform, at the sole expense of the Trust, all work required in the preparation of the property or Premises hereby leased for occupancy by the Trust, in the absence of any special provision herein contained to the contrary; and the Trust does hereby accept the leased property or Premises as now being in fit and tenantable condition for all purposes of the Trust. County and State reserve the right to inspect the leased area and require whatever adjustment to structures or improvements as County and State, each in its sole discretion, deems necessary. Any adjustments shall be done at the Trust's sole cost and expense. The Trust shall secure and pay for all permits, impact fees, governmental fees, licenses, inspections, testing, surveys, and utility fees required by Federal, State, County, Municipal or Utility entities having jurisdiction over the Premises for the proper execution and completion of any improvements the Trust may make to the Premises. 9. INDEMNIFICATION, HOLD HARMLESS, AND DEFENSE. The Trust covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents and employees, and the Florida Department of Transportation, its officers, officials, agents, and employees, from any and all claims, demands, or causes of action, for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Trust utilizing the property governed by this Sublease. 4 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Sublease. 10. NON- DISCRIMINATION. The parties 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 Sublease automatically terminates without any further action on the part of any party, effective the date of the court order. The parties 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 VII of the Civil Rights Act of 1964 (PL 88 -352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 U5C § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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 (P1 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 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 §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Sublease. 11. Public Records Compliance. The Trust as aforementioned is referred to herein also as "Contractor" for this provision. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Sec. 119.0701, Florida Statutes, and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. 6 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305 -292 -3470 BRADLEY - BRIAN @MONROECOUNTY- FL.GOV, 7 MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. 12. TERMINATION. The County may treat the Trust in default and terminate this Sublease immediately, without prior notice, upon failure of the Trust to comply with any provision of this Sublease. This Sublease may be terminated by the County if and when, for any reason, its controlling Lease is terminated by the Department, upon provision of reasonable notice. The Trust may otherwise terminate this Sublease upon giving thirty (30) days' prior written notice to County. 13. DEFAULT — WAIVER. The waiver by the Trust or the County of an act or omission that constitutes a default of an obligation under this Sublease does not waive another default of that or any other obligation. 14. ASSIGNMENT. The Trust may not assign this Sublease or assign or subcontract any of its obligations under this Sublease without the approval of the County's Board of County Commissioners and State of Florida Department of Transportation. All the obligations of this Sublease will extend to and bind the legal representatives, successors, and assigns of the Trust and the County. 15. SUBORDINATION. This Sublease is subordinate to the laws and regulations of the United States, the State of Florida, and the County, whether in effect on May 1, 2018, or adopted after that date. This Sublease is also subordinate to the provisions of any existing or future agreements between the State of Florida Department of Transportation and the County with regard to the use of the Premises. 16. SEVERABILITY. If any term, covenant, condition or provision of this Sublease (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 Sublease, shall not be affected thereby; and each 8 remaining term, covenant, condition, and provision of this Sublease 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 Sublease would prevent the accomplishment of the original intent of this Sublease. The County and the Trust agree to reform the Sublease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 17. GOVERNING LAWS /VENUE. This Sublease is governed by the laws of the State of Florida and the United States. Venue for any dispute arising under this Sublease shall be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. This Sublease is not subject to arbitration. 18. CONSTRUCTION. This Sublease has been carefully reviewed by the Trust and the County. Therefore, this Sublease is not to be construed against any party on the basis of authorship. 19. NOTICES. Notices in this Sublease, unless otherwise specified, must be sent by certified mail, return receipt requested to the following: To County: To Trust: County Administrator, Monroe County Matecumbe Historical Trust Corporation 1100 Simonton Street 75141 Overseas Highway Key West, Florida 33040 islamorada, Florida 33036 and County Attorney P. 0. Box 1026 Key West, Florida 33041 20. FULL UNDERSTANDING. This Sublease is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Sublease shall not be modified or replaced except by another written and signed agreement. 9 21. AUTHORITY. Each party represents and warrants to the other that the execution, delivery, and performance of this Sublease have been duly authorized by all necessary County and corporate action, as required by law. 22. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and the Trust 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 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 Sublease or by Florida law. 23. EXECUTION IN COUNTERPARTS. This Sublease 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 Sublease by signing any such counterpart. 24. EFFECTIVE DATE. This Sublease will take effect on A A 2'! 2018. IN WITNESS WHEREOF, each party has caused this Sublease to be executed by its duly « +yt r Asp/ 71 o f_ t> 0, ` "� .�� y ° m BOARD OF COUNTY COMMISSIONERS m - � -. + - s t . IN MADOK, Clerk OF MONROE COUNTY, FLORIDA @AN `YOOt co .„, C t � :r. By: as Deputy Clerk Mayor /Chairman MATECUMBE HISTORICAL TRUST CORJ4TIONc WI cam. t ' ._ -, rt \ / 1.1 .. '� By /. "" /, t_ %1... /_r Ziff; 4=% Witness as to the Trust Its Officer /Director , :? 0VvL Witness as to the Trust MO E COUNTY ATTORNEY'S OFFICE — I RIVEgAS F f5 PATRICIA EABLES . 7' 7 18' ASSISTANT COUNTY ATTORNEY 10 . DATE:. ( -22- t g SUBLEASE — MATECUMBE HISTORICAL TRUST CORPORATION SUBLEASE APPROVED BY: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION i _ ATTEST: B !`�� d I, Executive Secretary Ja - o fe, P.E. Dis rict Six Secretary DATE: (Q l I' A Legal Re ew: By. i % II Alicia " rujillo, Esq., District Six Chief Counsel Date: 1 \ . , ,, �.�� .. � ,� t'.tO" i ce y� 4y s'� ; a� ti ' ��'� ��p�� 3g .ate t ti i •.GSA ° (i' ,' '' . \ � \ �: „ " 11 Following is a description of a portion of property to be subleased by the Matecumbe Historical Trust Corporation: That part of Section 28, Township 63 South, Range 37 East, Upper Matecumbe, Monroe County, Florida, shown as `NOT PART OF THIS PLAT ", as shown on the Plat of Stratton's Subdivision as recorded in Plat Book 2 at Page 38 in the Public Records of Monroe County being more particularly described as follows: Begin at the intersection of the North Line of Government Lot 4 of said Section 28 with the North R/W Line of U.S. 1; Thence run Westerly along the North R/W Line a distance of 150.00 feet to the Point of Beginning; Thence continuing Westerly along the North R/W line a distance of 343.97 feet; Thence at Right Angles to the last described course a distance of 100 feet; Thence Easterly at Right Angles of the last described course a distance of 239.41 feet; Thence run north 89 Degrees 51' 49" East for a distance of 144.68 feet to the Point of Beginning; The foregoing containing 29,192 SQ.FT. (0.6702 Acres) more or less. Included in the above described parcel of land is a portion of land known as "TRACT A" the descriptions and restrictions are more particularly described as follows: Begin at the intersection of North Line of Government Lot 4 of said Section 28 with the North R/W Line of U.S. 1, Thence run Westerly along the North R/W line a distance of 150.00 feet to the Point of Beginning; Thence continuing Westerly along the North R/W line a distance of 28.93 feet; Thence run South 89 Degrees 51' 49" West for a distance of 39.96 feet; Thence run North 43 Degrees 51' 34" West for a distance of 27.68 feet; Thence run North 89 Degrees 51' 49" East for a distance of 80.00 feet to the Point of Beginning. The foregoing containing 1,200 SQ.FT. (0.0275 Acres) more or less. NOTE: The following restrictions apply to the foregoing description known as "TRACT A ": Lessee, its assigns, successors or sublessees, are prohibited from clearing, altering or engaging in any development activity within the area described as "TRACT A ". It is the intent of this prohibition to preserve the vegetated area located within "TRACT A" so as to serve as a natural buffer between the leased premises and the adjoining parcel. TEMPORARY EXHIBIT "A" (consisting of 3 pages) / 637.8 1.12 / 101.27 108.5 108.5 // 144.68 ai pb `o �o, \\ r� /44 �`'/ ��/ '�` �o% • \`�,9 \ ti`1���` '' / '10 �, F\ o e py ems\\sij/ `i o // °3 p� `'' '� �0 e�/ /co:F' tx0 9-76.0e' •.\15:\ *\•,(-/-/7/'/ •0130 \ ' 3 00 v.\ Cb N ,e, 0,— \ kra ../ , o<e45cb ^Abt' ,N • cbb 09 \ ,/-,,;pO 9 , \ \.00 7 ' 3° \ �N .� \06 O0 QO \\ /, \•\ / NC oQ \ /bo`O '/` �O 5� \ /A� �, p0 •` Doti \ . r`o\e \\ oa QQQ (L �' \ . /, ' /' �Q \ / / • so \ /" ... \ h'� �s% q \' /' ff-j0 qPublic.net Monroe County, FL - - Overview s„ 7 t f tt, sr ' .y Jx as k r Legend - /? ' r�t'J�j� �/l Major Roads 7 '' ,�'--' Centerline } , O `t Hooks 1`= ay ,i Islarnorada A / Road Center T.-^ m • - ,�:, Rights of Way ' r a ,4 i_ ; Condo Building le-f_ 3, - r" -� - �r Conservation ", 5� Easement FAO - i • /f ,.. 0,fc, , Key Names y (�+ Subdivisions y .. �ti *� < Parcels s Yry o -'4-0-'Ll'itk—/ .. N Ao .. , . - . I . )1kir Parcel ID 00094970-000000 Alternate ID 1110191 Owner Address STATE OFFLADEPTOF TRANS PORTATION Secllwp/Rng 28/63./37 Class STATE 1000 NW 111TH AVE Property Address 82616 OVERSEAS Hwy MIAMI FL 33172 UPPER MATECUMBE KEY District 50V1 Brief Tax Description 28 63 37 UPPER MATECUMBE PB1-41 PTGOVT LOT 4 SEC HOUSE G6-42 (Note Not to be used on legal documents) Date created:5/15/2018 Last Data Uploaded 5.15/2018 5.23:02 AM Ly Developed by Schneider The Schneider Corporation Eables- Patricia From: Llanes, Maria <Maria.Llanes @dot.state.fl.us> Sent: Thursday, June 14, 2018 4:22 PM To: Eables- Patricia Subject: RE: Monroe County Caboose Parcel Sublease Patricia, I am sorry — this was my oversight. The District Secretary does not need to sign the termination agreement. We need to approve to make sure we are in agreement of your terms; however, the termination is between you and the second party. Just send me a copy of the executed one from you. naitiet ,4 ieetaed Direct Line: (305) 470 -5155 Hours: 7:30am — 4:OOpm From: Eables- Patricia [mailto:Eables- Patricia @MonroeCounty - FL.Gov] Sent: Thursday, June 14, 2018 4:15 PM To: Llanes, Maria <Maria.Llanes @dot.state.fl.us> Subject: RE: Monroe County Caboose Parcel Sublease Thanks for forwarding the signed Sublease along with your Memo. I am attaching the Termination Agreement, which I was also referring to below. I believe you had gotten the approval to this document long ago, so it may have just been missed for execution. I have again attached the legal stamped copy and just the Word version without the attachments. Can you also have it executed as well, if you have not already done so. Thanks and sorry for any confusion. I had assumed they were both being routed through your departments together. Patricia Eables Assistant County Attorney Monroe County Attorneys Office 1111 12th Street, Suite 408 Key West, FL 33040 (305) 292 -3470 (Phone) (305) 292 -3516 (Fax) Email: eables - Patricia @monroecounty- fl.gov From: Llanes, Maria [ mailto :Maria.Llanes@dot.state.fi.us] Sent: Thursday, June 14, 2018 3:37 PM To: Eables- Patricia Subject: RE: Monroe County Caboose Parcel Sublease Of course! Here you go. I had scanned the whole packet, so you are going to get the Memorandum I wrote for the review process. itarua zeewed 1 TERMINATION AGREEMENT This Termination Agreement is made and entered into on this 16 day of May, 2018, between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, ( "County "), and Islamorada Chamber of Commerce, Inc., a non - profit corporation incorporated in the State of Florida, whose address is P. O. Box 915, Islamorada, Florida 33036, ( "Chamber "). RECITALS A. County and the Chamber entered into a Sublease approved on October 18, 1995, by the Monroe County Board of County Commissioners, by which the County leased to the Chamber for a period commencing July 1, 1995, and terminating December 31, 2024, the premises described in the Sublease and as shown on Exhibit "A ", attached hereto and made a part hereof. B. The Chamber has relocated its operations and have notified the County of its request to terminate its Sublease of the above premises in a letter dated April 20, 2018, which is attached hereto as Exhibit "B" and made a part hereof. C. The parties now desire to terminate and cancel the Sublease and the tenancy as of May 23, 2018, and to release each other from their respective obligations under the Sublease. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Termination Agreement, the parties agree as follows: 1. The Sublease is terminated as of May 23, 2018, subject to the terms and conditions set forth below. 2. County and the Chamber are released from their respective obligations to observe the terms and conditions of the Sublease. 3. The Chamber shall vacate the premises on or before May 23, 2018. 4. All of the terms and conditions of this Agreement shall be binding on and inure to the benefit of the parties and the respective heirs, devisees, legal representatives, successors, and assigns of the parties. 1 IN WITNESS WHEREOF, each party has caused this Termination Agreement to be executed by its duly authorized representative. 0 Q ` A ► BOARD OF COUNTY COMMISSIONERS e IV V� : _ At ?A F MADOK, Clerk OF MONROE COUNTY, FLORIDA it ' A. M mil ! 4 ' / By: ede'l ° Th's"De ut Clerk p y Mayor /Chairman ISLAMORADA CHAMBER OF COMMERCE, INC. . z By: ,I itne Its 0 ffi er 0 r n ' tness v a . "Q ems CC :3 e. Lu = J TERMINATION AGREEMENT APPROVED BY: e o "c=b STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION ATTEST: By: Executive Secretary District Six Secretary DATE: Approved as to form and legality: By: District Counsel MONROEE��COUNTY ATTORNEY'S OFFICE 0 6 Date: PATRICIA EAGLES lOr n /_ -I' ASSISTA� O)J CNTY,QTTORNEY b� DATE: 5 - 14 - 1 Y 2 IX H I B I T 'A* D. 0. T PARCEL i 0 S 6 DOT PARCEL • 6056 4EB8aEZ • Monroe County Y.F.I. NO. • 6116663 STATE /JOB NO. 90060, Sheet 26 of 32 F.A.P. MO. • M/A STATE ROAD NO. : 5, Bayside COUNTY /KEY Monroe, Upper Matecumbe Key, KM 82 SECTION, TOWNSHIP AND RANGE • Section 28, Township 63 South, Range 37 East D E S C R I P T I O N : The following is the description of a parcel of land leased by Monroe County, Florida from the D.O.T of The State of Florida. That part of section 28, Township 63 South,Range 37 East, Upper Matecumbe, Monroe County,'Florida, shown as "NOT PART.OF THIS PLAT ", as shown on the Plat of Stratton's Subdivision as recorded in Plat Book 2 at Page 38 in the Public Records of Monroe County being more particular described as follows: Begin at the intersection of North Line of Government Lot 4 of said Section 28 with the North R/W Line of U. S. 1, thence run Westerly along the North R/W Line a distance of 493.97 feet; thence at Right Angles to the last described course a distance of 100 feet; thence Sasterly,•at Right Angles to the last described course a distance of 389.41 feet to a Point on the North Line of said Government Lot 4; _ thence Easterly along the North Line of said Lot 4 a distance of 144.68 feet to the Point of Beginning. The foregoing containing 44,192.SQ.FT.(1.02 Acres) more or less. NOTE: Subiect to restrictions, reservations, conditions and easements of record, any utilities remaining in place and in use, if any. Tills property cannot be used for outdoor advertising purposes. Following is a disrcription of a portion of property to be subleased by the Islamorada Chamber of Commerce: That part of Section 28, Township 63 South, Range 37 East, Upper Matecumbe, Monroe County, Florida, shown as "NOT PART OF THIS PLAT ", as shown on the Plat of Stratton's Subdivision as recorded in Plat Book 2 at Page 38 in the Public Records of Monroe County being more particular described as follows: Begin at the intersection of the North Line of Government Lot 4 of said Section 28 with the North R/W Line of U. S. 1; thence run Westerly along the North R/W Line a distance of 150.00 feet to the Point of Beginning; thence continuing Westerly along the North R/v line a distance of 343.97 feet; thence at Right Angles to the last described course a distance of 100 feet; EXHIBIT "A" thence easterly at Right Angles of the last described court a distance of 239.41 feet; thence run North 89 Degrees 51' 49" East for a distance of 144.68 feeet to the Point of Beginning. The foregoing containing 29,192 SQ•FT•(0.6702 Acres) more or less. Included in the above described parcel of land is a portion of land known as "TRACT A" the descriptions and restrictions are more particularly described as follows: Begin at the intersection of North Line of Government Lot 4 of said Section 28 with the North R/W Line of U. S. 1, thence run Westerly along the North R/W line a distance of 150.00 feet to the Point of Beginning; thence continuing Westerly along the North R/W line a distance of 28.93 feet; thence run South 89 Degrees 51' 49" West for a distance of 39.96 feet; thence run North 43 Degrees 51' 34" west for a distance of 27.68 feet; thence run North B9 Degrees 51' 49" East for a distance of 80.00 feet to the Point of Beginning. The foregoing containing 1,200 SQ.FT.(0.027 Acres) more or less. NOTE: The following restrictions apply to the foregoing description known as 'TRACT A ". Lessee, its assigns, successors or sublessees, are prohibited from clearing, altering or engaging in any development activity within the area described as "TRACT A ". It is the intent of this prohibition to preserve the vegetated area located within TRACT A so as to serve as a natural buffer between the leased premises and the adioining parcel. • . R 9 (ra id : rT ( 'it CHAMBER OF COMMERCE & VISITOR CENTER r. . 4.'.' April 20, 2018 "Sport Fishing Capital of the World!" Bob Shillinger, County Attorney Monroe County Attorney's Office 111112` Street, Suite 408 87100 Overseas Hwy. Key West, FL 33040 P.O. Box 915 Islamorada, FL 33036 Dear Mr. Shillinger: (305) 664 -4503 (305) 664-4289 fax I am writing to you on behalf of the Islamorada Chamber of Commerce Board of (800) FAB -KEYS info@islamoradachamber.com Directors. The Board would like to respectfully request that the current sub -lease www.islamoradachamber.com between Monroe County and the Islamorada Chamber of Commerce for a parcel of land situated on Upper Matecumbe Key (DOT Parcel 6056) be terminated. It is the desire of the Chamber of Commerce and the Board of County Commissioners that a new sub -lease be drawn up between Monroe County and the Matecumbe Historical Trust for this parcel of land: The Chamber is ready to SECOND WEDNESDAY relinquish rights to this property at any time after May 1, 2018. BOARD MEETINGS Thank you for your assistance with this matter. If you have any questions or need THIRD TUESDAY BUSINESS AFTER HOURS additional information please do not hesitate to contact me. FOURTH WEDNESDAY LUNCHEON MEETING Sincerely, J I Y ung, ' - is ent Islamorada Chamber of Commerce Board of Directors www com Ac ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DDIYYYY) L.:• 07/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 305 -- 644 -8879 NAME: ACT Robert Zlockie Island Risk Management LLC AIC. No, Ext): 305 -- 644 -8879 FAx 91760 Overseas Hwy #205 E-MAIL SS: bzlockie @comcast.net P.O. Box 1873 INSURER(S) AFFORDING COVERAGE NAIL# Tavernier, FL 33070 INSURERA: Burlington Insurance Company INSURED 305- 393 -0940 INSURER B : Matecumbe Historical Trust Corp INSURERC: Mile Marker 82.5 - Bayside INSURERD: P.O. Box 1175 INSURER E Islamorada, FL 33036 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MMIDDIYYYY) (MM /DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY ✓ EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE OCCUR PREMISES O (Ea occurrence) $ 1 00,000 DAMAGE 721B001978 07/27/2018 07/27/2019 MED EXP (Any one person) $ 5 , 000 PERSONAL B ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1,000,000 PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG $ 1,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) S AUTOS ONLY AUTOS HIRED NON -OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) S UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS -MADE AGGREGATE S AP VEs I: RISK PJ NAGEMENT $ DED RETENTION $ WORKERS COMPENSATION BY PER OTH AND EMPLOYERS' LIABILITY STATUTE ER ANYPROPRIETOR /PARTNER /EXECUTIVE Y / N 6 —! r ` E.L. EACH ACCIDENT $ OFFICER /MEMBER EXCLUDED? N / A DATE ... J { (Mandatory in NH) � f E.L. DISEASE - EA EMPLOYEE S If yes, describe under WAWA DESCRIPTION OF OPERATIONS below 11 E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Historical Preservation CERTIFICATE HOLDER CANCELLATION Monroe County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton St ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE 1 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DATE (MMIDD/YYYY) ACORI CERTIFICATE OF LIABILITY INSURANCE 07/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 305 -- 644 -8879 305 -414 -8250 CONTACT Robert Zlockie Island Risk Management LLC (NC. No. Est): 305 -- 644 -8879 FAX No): 305 414 -8250 91760 Overseas Hwy #205 E ADDRESS -MAIL : bzlockie @comcast.net P.O. Box 1873 INSURER(S) AFFORDING COVERAGE NAIC # Tavernier, FL 33070 INSURERA: Burlington Insurance Company INSURED 305 - 393 -0940 INSURER B : Matecumbe Historical Trust Corp INSURERC: Mile Marker 82.5 - Bayside INSURERD: P.O. Box 1175 INSURERE: Islamorada, FL 33036 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD A S WVD POLICY NUMBER' POLICY EFF POLICY EXP LIMITS {MM /DDIYYYY) (MMIDDIYYYY) COMMERCIAL GENERAL LIABILITY ✓ EACH OCCURRENCE $ 1,000,000 DAMAGE A CLAIMS -MADE OCCUR PREMISES O (Ea occurrence) S 100,000 7218001978 07/27/2018 07/27/2019 MED EXP (Any one person) S 5,000 PERSONAL B ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 1,000,000 POLICY PRO JECT LOC PRODUCTS - COMP/OP AGG S 1,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) S AUTOS ONLY AUTOS HIRED NON -OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE S DED RETENTIONS S WORKERS COMPENSATION PER OTH AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANYPROPRIETOR /PARTNERJEXECUTIVE E.L. EACH ACCIDENT S OFFICER /MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE S If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) SUBLEASE WITH MONROE COUNTY FOR FDOT PARCEL NO 521 CERTIFICATE HOLDER CANCELLATION Florida Deptartment of Transporation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Adam Leigh Cann Bldg ACCORDANCE WITH THE POLICY PROVISIONS. 1000 NW 111th Avenue, Rm. 6105 -B R/W Property Management AUTHORIZED REPRESENTATIVE Miami, FL 33172 fL T 1 ,fir► © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD