Item R4 �� � 4 BOARD OF COUNTY COMMISSIONERS
County of Monroe - Mayor David Rice, District 4
The Florida Keys v
Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District 1
is;../ George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
September 19, 2018
�Agenda_Ite_m Nuinler:_R.4J
Agenda Item Summary #4655
REVISED BACKUP DAY OF MEETING:
Revised Page 1 and Page 11 to reflect the current address for Keys Churches, LLC
BULK ITEM: Yes DEPARTMENT: Facilities Maintenance
TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292 -4441
no
AGENDA ITEM WORDING: Approval of a lease for Pearl House of Worship to be used as a
congregate meal site while the Plantation Key Courthouse complex is developed. The lease will be
funded by project funds from the infrastructure sales surtax as temporary housing during
construction.
ITEM BACKGROUND: The Social Services Depaitment office in the upper Keys is located in the
former public works building at Plantation Key. The congregate meal site is operated out of another
building at the Plantation Key Government Center. Both buildings will be demolished as part of the
PK Courthouse & Jail replacement project. The demolition of these two buildings will be on the
critical path of the project, but neither can proceed until an alternate location is set up. Both Social
Services' operations can be operated from a new leased site at 161 Pearl Avenue, Tavernier, Florida,
one mile from the existing site. In addition, the leased site has housed similar community services in
the past. The leased site is a church facility that has previously housed religious services and several
social service type activities. These include several recovery groups (AA & Al -Anon) and an
independent senior activity group.
The terms of the lease are an annual rent of $30,000, responsibility for the maintenance of the
facility and oversight of activities scheduled at the facilities. Anticipated annual maintenance costs
are approximately $30- 40,000 /year. The lease contract contains termination provisions for cause
and convenience with notice.
PREVIOUS RELEVANT BOCC ACTION: At its June 2018 meeting, the BOCC directed staff to
bring forward a guaranteed maximum price contract for construction of the Plantation Key
Courthouse complex.
CONTRACT /AGREEMENT CHANGES:
No
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
REVISED (Corrected address) Lease Agreement - (Executed & legal stamped)
FINANCIAL IMPACT:
Effective Date: October 1, 2018
Expiration Date: September 30, 2021
Total Dollar Value of Contract: $90,000
Total Cost to County: $90,000
Current Year Portion: $30,000 (FY19)
Budgeted:
Source of Funds:
CPI: N/A
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts: $30- 40,000 /year
Revenue Producing: No If yes, amount:
Grant: N/A
County Match: N/A
Insurance Required:
Additional Details:
REVIEWED BY:
William DeSantis Completed 08/31/2018 7:11 AM
Kevin Wilson Completed 08/31/2018 2:10 PM
Patricia Eables Completed 09/04/2018 4:44 PM
Kevin Wilson Completed 09/11/2018 10:15 AM
Patricia Eables Completed 09/11/2018 10:43 AM
Budget and Finance Completed 09/11/2018 3:29 PM
Maria Slavik Completed 09/12/2018 7:34 AM
Kathy Peters Completed 09/12/2018 8:50 AM
Board of County Commissioners Pending 09/19/2018 9:00 AM
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into on this 19 day of September,
2018, by and between KEYS CHURCHES, LLC, a Florida Limited Liability Company,
( "Lessor "), whose principal address is 79 Mutiny Place, Key Largo, Florida 33037, and
MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100
Simonton Street, Key West, Florida 33040 ( "Lessee" / "County "), and.
WHEREAS, the County has negotiated with the Lessee for the lease of that certain
property, improvements and structures situated at and commonly known as 161 Pearl Avenue,
Tavernier, Monroe County, Florida 33070 -2404 ( "Property "), for use of the Property to provide
certain elderly services through the Monroe County Social Services programs; and
WHEREAS, as a condition of the Lease pursuant to Paragraph 1 of this Lease
Agreement, the Lessor and Lessee agreed that upon execution of the Lease, the Lessor may
retain use of certain areas of the Property, in addition to the use by the County of the remaining
areas, at no fee per year for Lessor from the execution of the Lease date pursuant to the terms
and conditions as set forth in this Lease Agreement; and
WHEREAS, the Lessor desires to lease the Property to the County and retain use of
certain areas to continue its current operations while the County proceeds with its proposed use
of the Property; and
WHEREAS, the Lessee is willing to lease the Property for the purposes of Lessee's
operations and allow Lessor to retain control of certain designated areas for its use during the
Lease term;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the parties agrees as follows:
1. Premises. The Lessor does hereby lease to Lessee and Lessee leases from
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the Lessor, the Property situated at and commonly known as 161 Pearl Avenue, Tavernier,
Monroe County, Florida 33070 -2404, and more particularly described as Lots 25, 26, 27, 28
and 29 and the Southerly 10 feet of Lots 2 and 3, Block 3, Edenaire, according to the :reap
or plat thereof as recorded in Plat Book 4, Page 32, Public Records of Monroe County,
Florida (Alternate Key # 1531863, Parcel ID # 00434036.000000 and Alternate Key #
1531642 and Parcel ID # 00433810- 000000), ( "Premises "), as more particularly described on
Exhibit "A" attached to this Lease and made apart hereof. This Lease allows exclusive use of
certain designated areas of the building or property by the Lessor. Areas for use by Lessor and
Lessee are as defined below and shall be known as Lessor Sole Use Areas and Lessee Sole Use
Areas, as identified on a diagram attached hereto, as Exhibit "B" and made a part hereof.
Lessor, which shall include William H. King and Gary Peterson, shall have exclusive use of the
following areas of the Premises ( "Lessor Sole Use Areas "):
a. Three rooms identified as "Church Use Only" in the Sunday School Wing of the
Premises marked in red on the diagram shown on Exhibit 13" attached hereto.
Lessee shall have exclusive use of the following areas of the Premises ( "Lessee Sole Use
Areas "):
a. All other areas of the Premises in the Sunday School Wing, Sanctuary, North
Entry, Kitchen, Fellowship Hall, and the surrounding outdoor areas and parking
spaces/lot, as additionally shown on the diagram in Exhibit "B" attached hereto.
2. Term and Effective Date. Subject to and upon the terms and conditions as set
forth herein, the term of this Lease shall be for up to three (3) years from commencement of
this Lease, which said term shall commence on October 1, 2018, and terminate on September
30, 2021, unless earlier terminated as provided in this agreement.
3. Extension Period. There are three (3) additional one (1) year extension
periods anticipated as part of this Lease with annual renewals after the 'initial term of this
Lease. In the event that Lessee chooses to exercise its option to extend the lease term, Lessee
will notify Lessor ninety (90) days prior to the expiration of the Lease, in writing, that it desires
a renewal of the Lease, upon the same terms and conditions, as set "forth "herein, and said Lease
renewal shall be set forth in a written amendment to this Lease.
4. Rent. Lessee shall pay the Lessor the sum of Two Thousand Five Hundred and
00 /100 ($2,500.00) Dollars per month, due on the first day of each month, including any
extension periods, with the initial payment due on October 1, 2018, payable in advance and
remitted to Keys Churches, LLC, at 87431 Old Highway, Islamorada, Florida 33036.
5. Security .Deposit. No security deposit will be required. If the Lessee vacates
or abandons the Premises in violation of this Lease, any property belonging to the Lessee that
the Lessee leaves on the Premises shall be deemed to have been abandoned and may be
retained by the Lessor as property of the Lessor, or be disposed of at a public or private sale,
provided that Lessor first provides twenty (20) days' written notice to the Lessee and provides
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a reasonable opportunity for Lessee to retrieve such property. Any proceeds of such sale, at the
current fair market value, may thereafter be applied by Lessor against: (1) expenses of the
Lessor for removing, storage or sale of the personal property, (2) the arrears of rent, or future
rent, payable under this Lease, and (3) any other damages to which the Lessor may be entitled
hereunder. The balance of any such amounts, of any, shall be given to the Lessee.
6. Taxes. The Lessor shall pay all taxes and assessments, if any, including any .
sales or use tax, levied by any governmental agency with respect to the Lessor's operations on
the Premises and ownership of the Property.
7. Utilities. Lessee shall be responsible for payment of all utilities on a monthly
basis, including but not limited to the following as necessary, water, electric, sewer, solid waste,
trash removal, telephone, internet service, cable, LP gas, insect and rodent extermination, or
other such similar utilities, as needed by Lessee.
8. Insurance and Liability, Lessor shall provide all required casualty and
liability insurance at its current levels of insurance for the Property and its own operations,
including general liability insurance, flood insurance and windstorm insurance. Lessee shall
maintain sufficient insurance to insure the Lessee's contents and any other personal property
used by the Lessee in its Sole Use Areas and to . protect the Lessor and Lessee from all claims of
property damage and personal injury, including death, whether the claims are under the Worker's
Compensation Act or otherwise, which may arise from its operations under this Lease.
Lessee shall not occupy or use the demised Premises or permit them to be occupied or used for
any business or purpose that would increase the premium for fire insurance on the building under
the normal rates applicable.
9. Mechanic's Liens. Lessee further agrees that Lessee will pay all of .Lessee's
contractors, subcontractors, mechanics, laborers, rnaterialmen and all others, and, subject to the
limitations set forth in Fla. Stat. Sec. 768.28, will indemnify Lessor against all legal costs and
charges, bond premiums for release of liens, and counsel fees reasonably incurred in the
commencement or defense of any suit by the Lessor to discharge any liens, judgments, or
encumbrances against the Premises caused or suffered by Lessee. It is understood and agreed
between the parties hereto that the costs and charges above referred to shall be considered as
additional rent due under this Lease, payable upon demand.
The Lessee herein shall not have any authority to create any liens for labor or material on
the Lessor's interest in the above- described property, and all persons contracting with the Lessee
for the doing of work or the furnishing of any materials on or to the Premises and all
materialmen, contractors, mechanics and laborers, are hereby charged with notice that they must
look the Lessee only to secure the payment of any bill for work done or materials furnished
during the term of this Lease. Pursuant to Section 713.23, Fla. Stat., the liens authorized in Ch.
713, Fla. Stat. does not apply to the Lessee.
10. Relationship of Parities. The Lessee is, and shall be an independent
contractor and not an agent or servant of the Lessor. The Lessee shall exercise control, direction,
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and supervision over the means and manner that its personnel, agents, employees, and volunteers
perform the work for which purpose this Lease is entered. The Lessee shall have no authority
whatsoever to act on behalf and /or as agent for the Lessor in any promise, lease, or
representation other than specifically provided for in this Lease. The Lessor shall at no time be
legally responsible for any negligence on the part of the Lessee, its personnel, agents, employees
or volunteers resulting in either bodily or personal injury or property damage to any individual,
property; .or.corporation.
1 L Termination. This Lease may be terminated at the discretion of the Lessor in
the following circumstances:
A. Lessee (ails to.pay the rent when due;
B. Lessee otherwise breaches the terms of this Lease; and
C. Lessor may terminate this Lease for convenience upon giving one hundred eighty
(180) days' prior written notice to the Lessee.
This Lease may be terminated by Lessee in the following circumstances;
A, The City of Islatnorada, Village of Islands, or any other applicable governmental
entity shall raise a zoning challenge, in which case Lessee shall be entitled to
terminate this Lease upon giving one hundred eighty (180) days' written notice to
Lessor;
B. The County's performance and 'obligation to pay under this Lease is contingent
upon an annual appropriation by the Board of County Commissioners and the
approval of the Board members at the time of the Lease initiation and its duration;
C. The Lessee acquires adequate space in a County -owned or State -owned building
sufficient to allow Lessee's current use of the Pre noses herein to be transferred to
such other County or State owned property; and
D. Lessee may terminate this Lease for convenience upon giving one hundred eighty
(180) days' prior written notice to the Lessee.
12. Uses. The Premises, as set forth in Lessor's Sole Use. Areas, shall be used solely
for the purposes of conducting the Lessor's activities related to its business operations known as
Keys Churches, LLC. The Premises, as set forth in Lessee's Sole use Areas, shall be used solely
for the purposes of conducting the Lessee's proposed elderly services /activities .related to its
Social Services programs or other such County uses, Lessee shall neither commit, nor permit
waste of the demised Premises, shall use with care and shall not destroy or remove without
consent of the Lessor, any fixtures or improvements of the Premises. Lessee shall not maintain,
commit, or permit, the maintenance or commission of any nuisance on the Premises. Any
damages resulting from misuse shall be borne by the Lessee.
Lessee shall be permitted to erect signs on the Premises with prior permission of Lessor,
including but not limited to a sign containing the name of Lessee's operations. The Lessor's
decision on signage will be delivered no later than fifteen (15) days after the Lessee's request.
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Lessor retains the right to display signage for its own purposes provided it meets all legal
requirements. Lessee shall not remove any interior or existing signs without Lessor's
cons ent/perni.ission.
There are other organizations and/or entities which currently use or have used the
Premises in the recent past for different types of activities. Any future use or the Premises by
such organizations and /or entities shall be coordinated and agreed to with Lessee for any
continued use of the Premises. Lessor shall have no future control over the use of the Premises
by such organizations and/or entities.
13. Maintenance. During the term of this Lease, Lessee agrees to be
responsible the maintenance and janitorial services of all areas, both interior an{d exterior, of the
building which Lessee utilizes. Lessee shall maintain the exterior grounds. All maintenance and
janitorial service shall be completed within a reasonable tirneframe. The foregoing provision
notwithstanding, the Lessor agrees to be responsible for .maintenance and janitorial service of
Lessor Sole Use Areas. Lessee must keep the Premises under the sole use and control of the
Lessee in good order and condition. At the end of the term of this Lease, the Lessee must
surrender the Premises to the Lessor in the same good order and condition as the Premises were
on the commencement of the term, normal wear and tear excepted. The Lessee shall not commit
waste on the Premises, nor maintain or permit a nuisance on the Premises. After termination or
expiration of this Lease, the Lessee shall pay the Lessor the cost of any repairs and clean -up
necessary to restore the Premises to its condition at the commencement of the Lease, normal
wear and tear excepted.
14. Improvements and Repairs. Lessee reserves the right from time to time to
make such improvements, alterations, renovations, changes and repairs in and about the premises
as Lessee shall deers desirable; and Lessee shall make no claims against Lessor for the
interference with Lessee's leasehold interest, or loss of damages, to its operation during such
improvements, alterations, renovations, changes and repairs.
Lessee shall have the right at Lessee's own, expense to improve or alter the interior and
exterior of the demised premises. Any improvements or alterations proposed must first be
submitted in writing for approval by the Lessor. No improvements or alterations shall be made
without the prior written consent of the Lessor, which consent shall not be unreasonably
withheld. The Lessor's decision on Lessee's request for consent will be delivered no later than
seven (7) days after the delivery of the request. If no decision is issued, then the Lessor shall be
deemed to have consented. If Lessee's improvements or alterations result in the need to retrofit
or alter the existing structure, such additional work shall be at Lessee's expense.
Lessee covenants that any such improvements and alterations shall be made in a
workmanlike manner and in compliance with all federal, state, and 'municipal laws and
requirements. Lessee's improvements or alterations erected or made on the demised Premises
shall, upon expiration-or sooner termination of this Lease, belong to the Lessor.
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With respect to repairs and/or replacement of all mechanical infrastructures, Lessee and
Lessor shall mutually agree that the repair and/or replacement is necessary. The Lessee shall
bear the first One Thousand and 00 /100 ($1,000.00) Dollars of the cost of repair and/or
replacement of mechanical infrastructures. Thereafter the Lessor shall bear one hundred percent
(100 %) of any cost of repair and/or replacement in excess of One Thousand and 00 /100
(S1,000.00) Dollars. For purposes of this paragraph, the term "mechanical infrastructure" means
the roof and air conditioning/heating systems. Except as set forth herein, Lessee shall be
responsible for maintaining, repairing or replacing all existing audio- visual equipment,
appliances, and electrical /plumbing infrastructures and components on or in the Premises.
15. Assignment: Lessee may not assign this Lease or assign or subcontract any of its
obligations under this Lease without the prior written approval of the Lessor. All the obligations
of this Lease will extend to and bind the legal representatives, successors, and assigns of the
Lessee and the Lessor.
16. Subordination. This Lease is subordinate to the laws and regulations of the
United States, the State of Florida, and Monroe County, whether in effect on commencement of
this Lease or adopted after that date.
17. Licenses. Lessee shall be responsible for and provide all licenses required by
all Local, state, and federal agencies.
I8. Premises to be Used for Lawful Purposes. It is expressly covenanted between
the parties hereto that the Lessee will not use, suffer nor permit any person to use in any manner
whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the
reputation of the leasehold property or of the neighboring property, nor for any purpose or use in
violation of the laws of the United States, or of the State of Florida, or of the Ordinances of
Monroe County, Florida, or of the Ordinances of any applicable municipality. Lessee will keep
and save the Lessor forever harmless from any penalty or damage or charges unposed for any
violation of any of said laws, whether occasioned by neglect of Lessee and Lessee will
indemnify and save and keep harmless the Lessor against and from any loss, cost, damage, and
expense arising out of any accident or other occurrence, causing injury to any person or property
whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or
any part thereof by Lessee.
19. Limitation of Lessor's Liability. It is further agreed that in no case shall the Lessor
herein be liable, under any express or implied covenants in the Lease, for any damages
whatsoever to the Lessee beyond the rent reserved by the Lease accruing, for the act, or breach
of covenant, for which damages may be sought to be recovered against said Lessor, and that in
the event said Lessee shall be ousted from the possession of said property by reason of any
defect in the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall
not be required to pay rent under this Lease while it is so deprived of said property, and that said
Lessor shall not incur any liability as a result of such ouster.
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20, No Waiver of Breach. It is further mutually covenanted and agreed between the
parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed
to be a waiver of any "succeeding breach of the same covenant.
21. Lessor's Right of Entry. The Lessor reserves the right hereunder to enter
upon the Premises at any reasonable time during normal operating hours for the purpose of
inspecting said Premises to determine whether Lessee has complied and is complying with the
terms and conditions of this Lease. The Lessee hereby agrees to keep the Premises at all times in
a clean and sanitary condition, and not to maintain or keep upon said Premises any properties or
equipment not used in connection with the operation of said business, "unless authorized by the
Lessor to do so.
22. Responsibility for Property on Leasehold. An property of any kind that may be
on the Premises during the term of this Lease shall be at the sole risk of the Lessee. The Lessor
shall not be liable to the Lessee or any other person for any injury, loss, or darnage to property or
person on the Premises.
23. Damage to Leasehold. In the event that the demised Premises, or a major part
thereof, are destroyed by fire, storm, or any other casualty, the Lessor at its option may forthwith
repair the damage to the Premises and any structures located thereon at its own cost and expense,
The rental thereon shall cease until the completion of such repairs. If Lessor exercises its option
to repair the Premises, Lessee agrees to assign its right to the insurance proceeds to the Lessor.
24. Rights Reserved. Rights riot specifically granted to Lessee by this Lease are
reserved to the Lessor.
25. Indemnification / Hold Harmless. Subject to and without waiving the protections of
Section 768,28, Florida Statutes, Lessor and Lessee shall each indemnify, defend, and hold
harmless the other party and the other party's employees, agents, guests, invitees, and contractors
(the "Indemnified Parties ") from and against any and all loss, damage, claim, demand, liability
or expense (including reasonable attorneys' fees) resulting from claims by third parties and based
on any acts or omissions (specifically including negligence and the failure to comply with this
Lease) of the Indemnitor, its employees, agents, guests, invitees, and contractors and only to the
extent caused in whole or in part by acts or omissions of the Indemnitor, its employees, agents,
guests, invitees, and contractors regardless of whether the claim is caused in part by any of the
Indemnified Parties. When any claim is caused by the joint acts or omissions of the Indemnitor
and the indemnified Parties, the Indemnitor's duties under this paragraph shall be in proportion
to the indemnitor's allocable share of the joint liability.
26. Governing Law, Venue. and Interpretation: This Lease shall be governed by
and construed in accordance with the laws of the State of Florida applicable to contracts made
and to be performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Lease, the Lessor and Lessee
agree that venue will Lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
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The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms
or a term of this Lease by or between any of them the issue shall be submitted to mediation prior
to the institution of any other administrative or legal proceeding,
27. Entire Agreement. This writing embodies the entire agreement and
understanding between the parties hereto, and there are no other agreements and understandings,
oral or written, with reference to the subject matter hereof that are not merged herein and
superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of
County Commissioners, and signed by both parties before it becomes effective.
28. Severability. If any term, covenant, condition, or provision of this Lease (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions, and
provisions of this Lease, shall not be affected thereby; and each remaining term, covenant,
condition, and provision of this Lease shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions, and
provisions of this Lease would prevent the accomplishment of the original intent of this Lease.
The Lessor and Lessee agree to reform the Lease to replace any stricken provision with a valid
provision that comes as close as possible to the intent of the stricken provision.
29. Attorney's Fees and Costs. The Lessor and Lessee agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non - prevailing party; and shall include attorney's fees, courts costs, investigative, and
out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Lease shall be in accordance with the Florida Rules of Civil Procedure and usual
and customary procedures required by the circuit court of Monroe County.
30. Banding Effect. The terms, covenants, conditions, and provisions of this Lease
shall bind and inure to the benefit of the Lessor and Lessee and their respective legal
representatives, successors, and assigns.
31. Authority. Each party represents and warrants to the other that the execution,
delivery and performance of this Least have been duly authorized by all necessary County and
corporate action, as required by law.
32. Claims for Federal or State Aid. Lessor and Lessee agree that each shall be,
and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of
this Lease; provided that all applications, requests, grant proposals, and funding solicitations
shall be approved by each party prior to submission.
33. 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
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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 Lease or by Florida law.
34. Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this Lease,
Lessor and Lessee agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, Meetings, and other activities related to the substance of this
Lease or provision of the services under this Lease. Lessor and Lessee specifically agree that no
party to this Lease shall be required to enter into any arbitration proceedings related to this
Lease.
35. Nondiscrimination. Lessor and Lessee agree that there will be no discrimination
against any person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Lease automatically terminates
without any further action on the part of any party, effective the date of the court order. Lessor
and Lessee agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of
the Civil Rights Act of 1964 (PL 88 -352) which prohibits 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 ss. 1681 -1683, and 1685 - 1686), which prohibits discrimination on
the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794),
which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of
1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5)
The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and'290ee -3), as amended, relating to
confidentiality of alcohol and drug abuse patient records; 8) Title VIll of the Civil Rights Act of
1968 (42 USC s.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 s. 12101 Note),
as may be amended from time to time, relating to nondiscrimination on the basis of disability;
10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of
race, color, sex, religion, disability, national origin, ancestry, sexual .orientation, gender identity
or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal
or state statutes which may apply to the parties to, or the subject matter of, this Lease.
36. Covenant of No Interest. Lessor and Lessee covenant that neither presently has
any interest, and shall not acquire any interest, which would conflict in any manner or degree
with Rs performance under this Lease, and that the only interest of each is to perform and receive
benefits as recited in this Lease.
37. Code of Ethics. 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,
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solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
38, No Solicitation/Payment. The Lessor and Lessee warrant that, in respect to
itself, it has neither employed nor retained any company or person, other than a bona fide
employee working solely for it, to solicit or secure this Lease and that it has not paid or agreed to
pay any person, company, corporation, individual, or firm, other than a bona fide employee
working solely for it, any fee, commission, percentage, gift, or other consideration contingent
upon or resulting from the award or making of this Lease. For the breach Or violation of this
provision, the Lessee agrees that the Lessor shall have the right to terminate this Lease Without
liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount
of such fee, commission, percentage, gift, or consideration,
39. Public Access. The Lessor and Lessee shall allow and permit reasonable access
to, and inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Lessor and Lessee in conjunction with this Lease; and the Lessee shall have the right to
unilaterally cancel this Lease upon violation of this provision by Lessor.
40. Non - Waiver of Immunity. Notwithstanding the provisions of Chapter 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
Iiability insurance pool coverage shall not be deemed a waiver of immunity to the extent of
liability coverage, nor shall any contract entered into by the Lessor be required to contain any
provision for waiver.
41. Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees 'of
any public agents or employees of the Lessee, when performing their respective functions under
this Lease within the territorial limits of the County shall apply to the same degree and extent to
the performance of such functions and duties of such officers, agents, volunteers, or employees,
outside the territorial limits of the County.
42. Legal Obligations and Responsibilities. Non - Delegation of Constitutional or
Statutory Duties. This Lease is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except
to the extent of actual and timely performance thereof by any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Lease is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the Lessee, except to the extent permitted by the Florida
constitution, state statute, and case law.
43. Non- Reliance by Non- Parties, No person or entity shall be entitled to rely upon
the terms, or any of them, of this Lease to enforce or attempt to enforce any third -party claim or
10
v
entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and
Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either
shall have the authority to inform, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this Lease separate
and apart, inferior to, or superior to the community in general or for the purposes contemplated
in this Lease.
44. No Personal Liability. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe
County in his or her individual capacity, and no member, officer, agent, or employee of Monroe
County shall- be liable personally on this Lease or be subject to any personal liability or
accountability by reason of the execution of this Lease.
45. Execution in Counterparts. This Lease may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Lease by
signing any such counterpart.
46. Section Headings. Section headings have been inserted in this Lease as a matter
of convenience of reference only, and it is agreed that such section headings are not a part of this
Lease and will not be used in the interpretation of any provision of this Lease.
47. Mutual Review. This Lease has been carefully reviewed by Lessee and Lessor;
therefore this Lease is not to be construed against either party on the basis of authorship.
48. Notices. Any written notice or correspondence given pursuant to this Lease shall
be sent by United States Mail, certified, return receipt requested, or by courier with proof of
delivery. Notice shall be sent to the following persons:
LESSEE: LESSOR:
County Administrator William H. King
Monroe County Keys Churches, LLC
1 100 Simonton Street 79 Mutiny Place
Room 2 -205 Key Largo, Florida 33037
Key West, Florida 33040
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
1
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year first above written.
LESSOR: KEYS CHURCHES, LLC
WI r SE : /ye
fit B f
f Lc G� � t 44 -Ili
Pri Print N e
irlii
' _� � - Title
'1 k 1-rievo
Print Name
LESSEE:
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
By: . � By: .. . ,
Deputy Clerk Mayor David Rice
MONROE COUNTY ATTORNEY'S OFFICE
PROV�t) � g �tM
PATRICIA EABLES
DATE:
ASSISTA CO VNTY I TORN
it 12
EXHIBIT "A"
Legal Description of Premises
13
EXHIBIT "A"
(Lega! Description)
Lots 25, 26, 27, 28, 29 and the Southerly 10 feet of Lots 2 and 3, Block 3, Edenaire, according to
the map or plat thereof . as recorded in Plat Book 4, Page 32, Public Records of Monroe County,
Florida;
Commonly known as 161 Pearl Avenue, Tavernier, Monroe County, Florida 33070-2404.
14
}
EXHIBIT "B"
Diagram of Premises
15
•
b) 1 d
✓ ss f o at `.
t ;M � C
i Nursery eeting I oom I Pastors Office ) t'ue - . 0 Hi Whet) , � U
� " 41 x I F" i t' x 1.4' 11' i.l• }' i e.�,
- __ —� ._ • i . — A . r apt �
r iclltwl S \ ing I `A VE
r
r t ` i , ty Fellowship.' toll lJ rU. ? Rcclilion North Entry 9� Ur
• tilt' r nT (]dire
■
Sane!. lit
75" x -.10'
Pawl H uuSC or Worship
to Pearl Avenue
Tneernier, Fl. snow
Nut drawn so seer
All ditnensionR ore npprositrmte •
• l k
.
.
.Area Reserved for • • 177,15:71111
t Landlord's exclusive use
C ounty of M onroe
{f `° "
rel
BOARD OF COUNTY COMMISSIONERS
n
Mayor David Rice, District 4
The FlOnda Key
y
m
1
��
Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District 1
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
September 19, 2018
Agenda Item Number: R.4
Agenda Item Summary #4655
BULK ITEM: Yes DEPARTMENT: Facilities Maintenance
TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292 -4441
no
AGENDA ITEM WORDING: Approval of a lease for Pearl House of Worship to be used as a
congregate meal site while the Plantation Key Courthouse complex is developed. The lease will be
funded by project funds from the infrastructure sales surtax as temporary housing during
construction.
ITEM BACKGROUND: The Social Services Department office in the upper Keys is located in the
former public works building at Plantation Key. The congregate meal site is operated out of another
building at the Plantation Key Government Center. Both buildings will be demolished as part of the
PK Courthouse & Jail replacement project. The demolition of these two buildings will be on the
critical path of the project, but neither can proceed until an alternate location is set up. Both Social
Services' operations can be operated from a new leased site at 161 Pearl Avenue, Tavernier, Florida,
one mile from the existing site. In addition, the leased site has housed similar community services in
the past. The leased site is a church facility that has previously housed religious services and several
social service type activities. These include several recovery groups (AA & Al -Anon) and an
independent senior activity group.
The terms of the lease are an annual rent of $30,000, responsibility for the maintenance of the
facility and oversight of activities scheduled at the facilities. Anticipated annual maintenance costs
are approximately $30- 40,000 /year. The lease contract contains termination provisions for cause
and convenience with notice.
PREVIOUS RELEVANT BOCC ACTION: At its June 2018 meeting, the BOCC directed staff to
bring forward a guaranteed maximum price contract for construction of the Plantation Key
Courthouse complex.
CONTRACT /AGREEMENT CHANGES:
No
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
REVISED (Corrected address) Lease Agreement - (Executed & legal stamped)
FINANCIAL IMPACT:
Effective Date: October 1, 2018
Expiration Date: September 30, 2021
Total Dollar Value of Contract: $90,000
Total Cost to County: $90,000
Current Year Portion: $30,000 (FY19)
Budgeted:
Source of Funds:
CPI: N/A
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts: $30- 40,000 /year
Revenue Producing: No If yes, amount:
Grant: N/A
County Match: N/A
Insurance Required:
Additional Details:
REVIEWED BY:
William DeSantis
Completed
08/31/2018 7:11 AM
Kevin Wilson
Completed
08/31/2018 2:10 PM
Patricia Eables
Completed
09/04/2018 4:44 PM
Kevin Wilson
Completed
09/11/2018 10:15 AM
Patricia Eables
Completed
09/11/2018 10:43 AM
Budget and Finance
Completed
09/11/2018 3:29 PM
Maria Slavik
Completed
09/12/2018 7:34 AM
Kathy Peters
Completed
09/12/2018 8:50 AM
Board of County Commissioners
Pending
09/19/2018 9:00 AM
LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into on this I 91 day of September,
2018, by and between KEYS CHURCHES, LLC, a Florida Limited Liability Company,
( "Lessor "), whose principal address is 79 Mutiny Place, Key Largo, Florida 33037, and
MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100
Simonton Street, Key West, Florida 33040 ( "Lessee'T'County "), and.
WHEREAS, the County has negotiated with the Lessee for the lease of that certain
property, improvements and structures situated at and commonly known as 161 Pearl Avenue,
Tavernier, Monroe County, Florida 33070 -2404 ( "Property "), for use of the Property to provide
certain elderly services through the Monroe County Social Services programs; and
WHEREAS, as a condition of the Lease pursuant to Paragraph I of this Lease
Agreement, the Lessor and Lessee agreed that upon execution of the Lease, the Lessor may
retain use of certain areas of the Property, in addition to the use by the County of the remaining
areas, at no fee per year for Lessor from the execution of the Lease date pursuant to the terms
and conditions as set forth in this Lease Agreement; and
WHEREAS, the Lessor desires to lease the Property to the County and retain use of
certain areas to continue its current operations while the County proceeds with its proposed use
of the Property; and
WHEREAS, the Lessee is willing to lease the Property for the purposes of Lessee's
operations and allow Lessor to retain control of certain designated areas for its use during the
Lease term;
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the parties agrees as follows:
......:..:
1. Premises. The Lessor does hereby lease to Lessee and Lessee leases from
Lessor, which shall include William H. King and Gary Peterson, shall have exclusive use of the
fall wino areas of the Premises ("Lessor Sole Use Areas
M
a. - 17hr ee. roams identified as "Church Use Only" in the Sunday School Wing, of the
Premises marked in red on the diagram shown on Exhibit "B" attached hereto.
Lessee shall have exclusive use of the following areas of the Premises ("Lessee Sole Use
Areas"):
a. All other areas of the Premises in the Sunday School Wing, Sanctuary, North
Entry, Kitchen, Fellowship Hall, and the surrounding outdoor areas and pal7king
spaces /lot, as additionally shown on the diagram in Exhibit "B" attached hcreto.
2. Terra and Effective Date. Subject to and upon the temis and conditions as set
forth herein, the terra of this Lease shall be for up to three (3) years from commencement of
this Lease, which said term shall commence on October 1, 2018, and terminate on September
0, 2021, unless earlier terminated as provided in this agreiernant.
3. Extension Period, There are three (3) additional oric, (1) year extension
periods anticipated as part of this Lease with annual renewals after the initial term of this
Lease. In the event that Lessee chooses to exercise its option to extend the lease term, Lessee
will notify Lessor ninety (90) days prior to the expiration of the Lease, In writing, that it desires
a renewal of the Lease, upon the same terms and conditions, as set forth herein, and said Lease
renewal shall be sat forth in as written arnendment to this Lease,
4, Rent. Les eeshall pay the Lessor the sum of Two Thousand Five Hundred and
-001100 ($2,5DO.00) Dollars per month, due on the first day of each month, including any
extension periods, with the initial payment due on October 1, 2018, payable in advance and
remitted to Keys Churches, LL C, at 87431 Old H Florida 33036.
5,, Security Deposit. No security deposit will be required. If the Lessee vacates
gar abandons the Premises, in violation, of this Lease, any property belonging to the. Lessee that
0
the Lessee leaves on the Pi shall be deerned to have been abandoned and may be
retained by the Lessor as property of the Lessor, or be disposed of at a public or private sale,
provided that Lessor first provides twenty (20) days;' written notice to the Lessee and provides
N
as reasonable opportunity for Lessee to retrieve such property. Any proceeds of such sale, at the
current fair market value, may thereafter be applied by Lessor against (1) expenses of the
Lesser for removing, storage or suit of the personui property, (2) the arrears of rent, or future
rent, payable under this Lease, and (3) any other damages (D which the Lessor may be entitled
hereunder. The balance of any such amounts, of any, shall be given to the Lessee.
6. Taxes. The Lessor shall pay all taxes and assessments, if any, including any
sales or use tax., levied by any governmental agency with respect to (tic Lessor's operations on
the Premises and ownership of the Property.
7. Utilities. Les-we shall be responsible fur payment of all utilities on a monthly
basis, including but not limited to the following as necessary, water, electric, sewer, solid waslc,
trash removai, telephone, internet service, cable, LP gas, insect and rodent extermination, or
other such similar utilities, as needed by Lcq�ee,
8. Insurance and Liabifiltv, Lessor .hall provide all required casualty and
liability insurance at its current levels of insurance for The Property and its own operations,
including general liability insurance, flood insurance and wind-storm insurance, Lessee shall
maintain sufficient insurance to insure the Lessee's coments and any other personal property
used by lire Lesser, in its Sole Use Areas and to protect the Lessor and Lessee from all claims of
property damage and personal injury, including death, whether the claims are under the Worker's
Compensation Act or otherwise, which may arise from its operations under this Lease.
Lesser, sball not occupy or use the dernised Premises or permit them to be occupied or used for
any business or purpuse that would increase the prernium for fire insurance on the building under
the normal rates applicable.
9. Mechanic's Liens. Wsce further agrees that Lessee will pay all of Lessee's
contractors, subcoiitractoxs, mechanics, laborers, materialmen and all, others, and, subject to the
lire-iitations set forth in Fla, Slat. Sec. 768,28, will indemnify Lessor against all legal costs, and
charges, bond premiums; for release of liens, -and counsel, fees reasonably incurred In the
cuinmenceinerit or defense of any suit by the Lessor to discharge any liens, judgments, or
encurn brances against the Premises caused or suffered by Lessee. It is understood arid, agreed
between the parties hereto thaL the costs and charges above referred to shall be considered as
additional rent due under this Lease, payable upon demand.
The Lessee herein shall not have any authority to create any liens for labor or material on
the Lessor's interest in the above- described, property, and all persons contracting with the Lessee
far the doling of work or the furnishing of any materials on or to the Premises, and all
maticrialt contractors, mechanics and laborers, are hereby charged with notice that they must
look the Lessee only to secure the payment of any bill for work done or materials furnished
during, the term of this Lease. Pursuant to Section, 713.23, Fla, Stat., the liens authorized in Ch.
713, Fla. Sant. does not apply to the Lessee,
10. Relationship of Parties. The Lessee is, and shall be an independent,
contractor and not an agent, or servant of the Lessor. The Lessee- shall exercise control, direction,
I
and supervision over the incans and manner that its personnel, agents, employees, and volunteers
perform [lie work for which purpose this Lease is entered, The Lessee shall have no auLhority
whatsoever to act on behalf and /or as agent for the Lessor in any promise, lease, C►r
repre,sentation other than specifically provided for in tliis Lease. The Lessor -shall at no time be
legally responsible for any negligence on the part of the Lessee, its ersonnel, agents, employees,
p I
or volunteers resulting in either bodily or personal injury or property damage to any individual,
property, air corporation.
11. Termination. This Lease may be terminated at the discretion of the Lessor in
tile following circullistances:
93
A. Lessee fails to pay the rent when due;
B. Lessee otherwise breaches the terms of this Lease, and
C. Lessor may terminate this Lease for convenience upc)n giving one hundred eighty
( 180) days' prior wri [ten notice to the Lesse c.
This Lease may be terminated by Lessee in the following circumstances:
A, The City of Islarnoradu, Village of Islands, or any other applicable governmental
entity shall raise a zoning challenge, in which case Lessee shall be entitled to
terminate this Lease upon giving one hundred eighty (180) days' written notice to
Lessor,
B. The County's performance and obligation to pay under this Lease is contingent
upon an annual appropriation by the Board, of County Commissioners and the
approval of the Board members at the time of the Lease initiation and its duratiun;
C. The Lessee acquires adequate space in a County-owned or Stutc-owned buildirig
sufficient to allow Lessee's current use of the Premises herein to be transferred to
such other County or State owned property; and
D, Lessee may terminate this Lease for convenience upon giving one hundred eighty
(190) days' prior written notice to the Lessee,
12. Uses. The Premises, as set forth in Lessor*s Sole Use Areas, shall be used solely
For the purposes of conducting the Lessor's activities related to its business operations known as
Keys Churches, LLC. The Premises, as set forth in Lessee's Sole use Areas, shall be used solely
For (lie purposes of conducting the Lessee's proposed elderly services/activities related to its
Social Services programs or other such County uses, Lessee shall neither commit, nor permit
waste of the demised Premises,, shall use with care and shall not destroy or remove without
consent of the Lessor, any fixtures or improvements of the Premises.. Lessee shall not maintain,
commi(, or permit, the maintenance or commission of any nuisance on the Premises, Any
damages resulting from misuse shall be borric by the Lessee.
Lessee shall be permitted to erect signs on the Premises with prior permission of Lessor,
inciuding but not limited to a sign cootaiiiing the nania of Lcssce's operations. The Lessor's
4--
decision on signage will be delivered no later than fifteen (15) days after the Lessee's request..
M
Lessor retains the right to display signage for its own purposes provided it meets all legal
requiremems, Lessee shall not remove any interior or existing signs without Lessor's
cons ent/perm ission.
There are other organizations and/or entities which currently use or have u d the
Preavises in the recent past for different types of activities. Any future use of the Premises by
such organizations and/or entities shall be coordinated and agreed to with Lessee for any
continued use of the Pren Lessor shall have no future control over the use of the Prem, ises
by such, organizations and/or entities.
13. MalntRnance. During the term of this Lease, Lessee agrees to be
responsible the maintenance and janitorial services of all areas, both interior and exterior, of the
building which Lessee utilizes,. Lessee shall rnainCuin the, exterior grounds. All maintenance and
janitorial service shall be completed within a rcasonablc timeframe. The foregoing provision
notwithstanding, the Lessor agrees to be responsible for maintenance and janitorial service of
Lessor Sole Use Areas, Lessee must keep the Premises under the sole use and control of the
Lessee in good order and condition. At the end of the term of ibis Lease, the Lessee RIUSL
surrender the Premises to the Lessor in the same good order and condition as the Premises were
on the commencement of the lean, normal wear and lear excepted.. The Lessee shall not commit
wasle on the Premises., nor maintain or permit a nuisance on the Premises. After termination or
expiration of this Lease, the Lessee shall pay the Lessor the cost of any repairs aad clean-up
necessary to restore the Premises to its condition at the commencemect of the Leuse, normal
wear and [car excepted,
14. Itulprovernents and Repairs. Lessee reserves the right from time to time to
make such improverrients, alterations, renovations, clan gesLand repairs in and about the premises
as Lessee shall deem desirable; and Lessee shall make no claims against Lessor for the
interference with Lessee's leasehold interest, or loss of damages, to its operation during such
improvements, alterations, renovations, changes and repairs.
Lessee shall have the right at Lessee's own expense to improve or alter the interior and
exterior of the dennised premises. Any improvements or alterations proposed must first be
submitted in writing for approval by the Lessor. No improvements or alterations shall be made
Without the prior Witten consent of the Lessor, which consent shall not be unreasonably
withheld. The Lessor's decision on Lessee's request for consent will be delivered no later than
-seven (7) days after the delivery of the request. If no decision is issued, then (lie Lessor shall be
deemed to hEve consented, If Lessee's impriavcments or alterations result in the need to retrofit
or alter the existing structure, such additional work- shall be at Lessee's expense,
Lessee covenants that any such improvements and alterations shall be made in a
workmanlike tinanner and in compliance with all federal, state, and municipal laws and
requirements. Lessee's improvements or alterations erected or inude on the dernised Premises
shall,, opon, expiration or sooner termination of this Lease, belong to the Lessor.
9
With respect to repairs andJor replacement of all mechanical Infrastructures, Lessee and
Lessor shall mutually agree that the repair andlor replacerricint is necessary. The Lessee shall
bear the first One Thousand and 00110 ($1,000.00) Dollars of the cost of repair and/or
replacement of mechanical infrastructures. Thereafter, the Lessor shall bear one hundred percent
(100%) of any cost of repair and)or replacement in excess of One Thousand. and OW100
($1,000.00) Dollars. For purposes of this paragraph, the term "mechanical infrastructure" means
[fie roof and air conditioninoicating systems, Except as set forth herein, Lessee shall be
responsible for maintaining, repairing or replacing all existing audio-visual equipment,
appliances, and electAcallplumbing infrastructures and components on or in the Premises,
15, Assignment. Lessee may not assign this Lease or assign or suh,contract any of its
obligations under this Lease without the prior written approval of the Lessor, All the obligations
Of this Lease will extend to and bind the legal represent utives, successors, and assigns of the
Less": and the Lessor,
16. Subordination. This Lease is subordinate to the laws and regulations of the
United States, [lie State of Florida, and Monroe County, whether in effect on of
this Lease or adopted after that date.
17. Licenses. Les-see shall be responsible for and provide all liccases required by
all local, state, and federal agencies.
is- Premises to be Used for Lawful Purposes. It Is expressly covenanted between
the parties hereto that the Lessee will not use, suffer nor permit any person to use in any manner
whatsoever the leasehold property, nor any ponion thereof, for purposes calculated to injure the
reputation of the leasehold property or of the neighboring property, nor for any purpose or use in
violation of the laws of the United Statr-- or of the State of Florida, or of the Ordinances of
Monroe County, Florida, or of the Ordinances of any applicable municipality. Lessee will keep
and save the Lessor forever harmless ffoin any pertalty or damage or charges imposed for any
violation, of any of said laws, whether occasioned by neglect of Lessee arid Lessee will
indemnify and save and keep harmless the Lessor against and from any loss, cost, damage, and
expense arising out of any accident or other occurrence, causing injury to any person or property
whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or
any part thereof by Lessee.
19. Limitation of Lessor's Liabilit L % It is further agreed that in no case shall, the Lessor
,
herein be liable, ander any express or implied covenants in the Lease, for any darriages
whatsoever to the Lessee beyond fl rent resenwed, by the Lease accruing, for the act, or breach
of covenant, for which, damages may be sought to be recovered against said Lessor, and that. in
the event said Lessee shall be ousted from the possession of said property by reason of any
defect in the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall
not be required to pay real under this Lease while it is so deprived of said property, and that said
Lessor shall not incur any liability as a result of such ouster,
M
20. No Waiver of Breach., It is further mutually covenanted. and agreed between the
parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed
to be as waiver of any succeeding breach of the saim cDvenant,
21. tessor's of Entry. The Lessor reserves the right hereunder to enter•
upon the Premises at any reasonable time during normal operating hours for the purpose of
inspecting said Premises to determine whether Lessee has complied and is complying with the
terms and c editions cif this Lease, The Lessee hereby agrees to keep the Premises at all times in
a clean and sanitary candition, and not to maintain or keep upon said Premises any properties or
equipment not used in connection with the operation of said business, unless authorized by tile
Lessor to do so,
22, Responsiliflity for Property on Legsehoid. All property of any kind that may be
on the Premises during [he term of this Lease shall he at the sole risk of the Lessee. The Lessor
shall not be liable to the Lessee or any other person for any injury, loss, or damage to property or
person on the Premises.
23. Damagglo,Leasehold. In the event that the demised Premises, or a major part
thereof, are destroyed by fire, storm, or any other casualty, the Lessor at its option may forthwith
repair the damage to the Premises and ziny structures located thereon at its own cost and expense,
a
The rental thereon shall cease until the completion of such repairs, If Lessor exercises its option
to repair the Premises, Lessee agrees to assign its right to the insurance proceeds to the Lessor.
24, Rights Reserved, Rights not specifically granted to Lessee by this Lease are
reserved w the Lessor.
25, Indemnification I Hold Harmless. Subject to and without waiving the protections of
Section 768,2 8, Florida Statutes, Lessor and Lessee shall each indemnify, defend, and hold
harmless tho other party and the other party's employees, agents, gvtsts, invitees, and contractors
(the "Indemnified Parties"") frurn and against any and all loss, damage, claim, deirrand,liability
or expense (including reasonable attorneys' fees) resulting from claims by third parties and based
on any acts or omissions (specifically including negligence and the failure to comply with this
Lease) of the Indernnitor, its employees, agents, guests, invitees, and contractors and only to the
extent caused in whole or in part by acts or omissions of the Indeninitor, its employees,, agents,
guests, inviiees, and contractors regaudlcss of whether the claim is caused in part by any of the
Indemnified Parties. When any claim is caused by the joint acts or omissions of the Inderninitor
and the Indemnified Parties, the Indemnitor's duties under this paragraph shall be in proportion
to the Inderunitor', allocable share of the joint liability.
26. Governing Law, Venue, Enid Interpretation: This Lease shall be governed by
and construed in accordance with the laws of the Stare of Florida applicable to contracts made
and to be performed entirely in the Mate. In the event that any cause of action or administrative
proceeding is instituted for the enfurcement. or interpretation of this Lease, the Lessor and Lessee
agree that venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida..
The Lessor and Lessee agree that, in the event of conflicting inict of the terms
or a term of this Lease by Or between any of them the issue shall be submitted to mediation. prior
or
to the institution of any other administrative or legal proceeding,
27, Entire A
Areerne This writing embodies the entire agreement, and,
understanding between the parties hereto, and them are no other agreements and understandings,
aral or written, with reference to the subject matter hereof that are not merged herein and
superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of
County Ccirimissioners, and signed by both parties before it becomes effective.
28, Severab*Llitj. If any term, covenant, condition, or provision of this Lease (or the
application thereof to any circumstance or person.) shall be declared, invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions, and
provisions of this Lease, shall not be affected thereby and each remaining term, covenant,
, condition, and provision of this Lease shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the mmaining terms, coverianis, conditions, and
provisions of this Lease would prevent the accomplishment of the original intent of this Lease.
The Lessor and Lessee agree to reform the Lease to replace any stricken provision with a valid
provision that comes as close as possible to the intent of the stricken provision.
29. Attorney's Fees and Costs. The Lessor and Lessee agree tltit 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 Agreemem, 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 custernary procedures required by the circuit court of Monroe County.
a 0, Biqdin 41fect. T m
The terms, covenants, conditions, and provisions of this Lease
shall bind and inure to the benefit of the Lessor and Lessee and their respective legal
representatives, successors, and assigns.
A Aufliority. Each party represents and warrant to the other that the execution,
delivery and performance of this Lease have been duly aurhorized by all necessary County and
corporate action, as required by law.
32. Claims for Federal or State Aid. Lessor and Lessee agree that each shall be,
and is, empowered to apply for, seek, and obtain federal and state funds to forther tine purpose of
this Lease; provided that all applications, requests, grant, proposals, and funding solicitufions
shall be approved by each party prior to Ribmission
33, Ad
judication of Disputes car Disag�reemertts, 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 parties4 If the issue or issues are mill not. resolved to the,
satisfaction of the patties, then any party shall have the right to seek such relief or terriedy as
may be provided by this Lease or by Florida law.
34, Cooperation, In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this Lease,
Lessor and Lessee agree to part I icipate, to the extent, required by the other party, in all
proceedings, hearings, processes, meetings, and other activilics related to the substance of this
Lease or provision of the services under this Lease. Lessor and Lessee specifically agree that no
party to this Lease shalt be required to enter into any arbitration proceedings related to this
Lease.
35, Nondiscrimination. Lessor and Lessee agree that there will he no discrimination
against any person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discriniinatiort has occurred, this Lease automatically terminates
without any further action on the part of any party, effective the date of the court order, Lessor
and Lessee agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrinii nation- These include but are not limited to- 1) Title VU of
the Civil Rights Act of 1%4 (PL 88-152) which prohibits discrirnination 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 ss. 1,681-1683, and 1685-1686), which prohibits discrimination on
the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC S. 794),
which prohibits discrimination on the basis of handicaps 4) The Age Discrimination Act of
1975, as amended (42 USC 85. 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 (lie basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism 7) The Public Health
Service Act of 1912, ss. 521 and 527 (42 UDC ss. 690dd-3 and 290ce-3), as amended, relating to
confidcraiality of alcohol and drug abuse patient records 8) Title, Vill of the Civil Rights Act of
1968 (42 USC s.3601 et scq.), as a=mended, relating to nondiscrimination in the sale, rental or
financing of housing, 9) The Americans with Disabilities Act of 1990 (42 US C &. 12101 Note),
as may be amended from time to time, relating to nondiscrimination on the ba%is of disability;
10) Monroe County Code, Chapter 14, Article 11, which prohibits discrimination on the basis of
racc, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity
or expression, familial sialus or age 11) Any other nondiscrimination provisions in any Federal
or State statutes which may apply to the parties, to, or the subject matter of, this Lease.
36. Covenant of No Interest. Lessor and Lessee covenant that neither presently, has,
any interest, and shall not acquire any interest, which would conflict in any manner or degree
with its performance tinder this Lease, and that the only interest of each is to perform and receive
bcmfits as recited in this Lease.
37. Code of Ethics. Lessee agrees that officers and en of the Lessee
recognize and will be required to cOnIpty With Llit standards of conduct for public officers and
employees as delineated, in Section 112.313, Florida Statutes, regarding, but not limited to,
M
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relatiortshi and
disclosure or use of certain information,
39. No Solicitation/Pavment. The Lesser and Lessee warrant (hat, in respect to
itself, it has neither employed nor retained any company or person, other than a bona ride
employee working solely for it, to solicit or secure this Lease and that it Ila$ not paid or agreed to
pay any person, company, corporation,, iridividual, or firm, other than a bona fide employee
working solely for it, any fee, commission, percentage, gift, or other consideration contingent
upon or resulting froin the award or making of this Lease.. For the breach or violation of this
provision, the Lessee agrees that the Lessor shall have the right to terminate this Lease without
liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount
of such fee, commission, percontage, gift, or consideration,
39 Public
Aqxss. The Lessor and Lessee shall allow and parmit reasonable access
to, and inspection of', all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119', Florida Statutes, and made or received by the
Lessor and Lessee in conjunction with this Lease; and the Lessee shall have the ri-ht to
unilaterally cancel this Lease upon violation of this provision by Lessor.
40. Non-Waiver Gf Immunity. NnlwitWanding the provisions of Chapter 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 as waiver of immunity to the extent of
liability coverage, not- shall any contract entered into by the Lessor be required to contain any
provision, for waiver,
4L Priv, Llegesand Immunitic , All of the privileges and immonitics From liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or ernployces, of
any public agents or ernployees of the Lessee, when performing their respective functions under
this Lease within the territorial limits of the County shall apply to the same degree and extent to
the performance of Such functions and duties, of such officers, agents, volunteers, or employees
outside the territorial lirrilts of the County.
42. Legal Obligations and R svonsibilities. 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 imp d 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. Fort-her, this
Lease is not intended to, not shall it be construed as, authorizing the delegation, of the
co:nstitutional or statutory duties of the Lessee, except to the extent permitted by the Florida
constitution, state statute, and case law.
43, Mort - Reliance by Non-Parties. No person or entity shall be entitled to rely upon
the terms, or any or them, of this Lease to enforce or attempt to enforce any third-party claijin or
U
entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and
Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either
shall have the authority to inform, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this Lease separate
and apart, inferior to, or superior to the community in general or for the purposes contemplated
in this Lease.
44. No Personal Liability No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe
County in his or her individual capacity, and no member, officer, agent, or employee of Monroe
County shall be liable personally on this Lease or be subject to any personal liability or
accountability by reason of the execution of this Lease.
45. Execution in Counterparts This Lease may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Lease by
signing any such counterpart.
46. Section Headings Section headings have been inserted in this Lease as a matter
of convenience of reference only, and it is agreed that such section headings are not a part of this
Lease and will not be used in the interpretation of any provision of this Lease.
47. Mutual Review. This Lease has been carefully reviewed by Lessee and Lessor;
therefore this Lease is not to be construed against either party on the basis of authorship.
48. Notices. Any written notice or correspondence given pursuant to this Lease shall
be sent by United States Mail, certified, return receipt requested, or by courier with proof of
delivery. Notice shall be sent to the following persons:
LESSEE:
LESSOR:
County Administrator William H. King
Monroe County Keys Churches, LLC
1100 Simonton Street 79 Mutiny Place
Room 2 -205 Key Largo, Florida 33037
Key West, Florida 33040
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the parties hereto have w their hands and scals the day and
year first above written.
WJTV�'Ssp:
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Print Namc
(SEAL)
ATTEST: KEWN'MADOK, CLERK
By
Deputy Clerk-
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im
LOAM tojo KINK41401Q I
B y:
Mayor David. Rice
1 8"N MIJO 11
PATR EABLES
ASS[ NTY41VTORNEY
DATE
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LESSOR: KEYS CHURCHES, LLC
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WON
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EXHIBIT"'A"
(Legal Description)
Lots 25, 26, 27, 28, 29 and the Southerly 10 feet of Lots 2 and 3, Block 3, Edenaire, according to
the map or plat thereof as recorded in Plat Book 4, Page 32, Public Records of Monroe County,
Florida,
Commonly known as 161 Pearl Avenue, Tavernier, Monroe County, Horida 33070-2
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