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05/16/2018 Agreement - cou „ � Kevin Madok, CPA / JQ,.saor cu �� 1 A = Clerk of the Circuit Court & Comptroller - Monroe County, Florida DATE: November 29, 2018 TO: Beth Leto, Airports Business Manager FROM: Pamela G. HancoC. SUBJECT: May 16 BOCC Meeting Enclosed is a duplicate original of Item D15, approval to rescind the Lease Agreement with Fishermen's Health, Inc. d/b /a Fishermen's Community Hospital that was approved on December 13, 2017, and granted approval and authorized execution of a four month Lease Agreement for staging and storing the modular units used for the temporary hospital facility, for your handling. Should you have any questions, please feel free to contact me at (305) 292 -3550. Thank you. • cc: County Attorney 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 33070 305- 294 -4641 305 - 289 -6027 305 - 852 -7145 305 - 852 -7145 LEASE AGREEMENT THE FLORIDA KEYS MARATHON INTERNATIONAL AIRPORT FISHERMEN'S HEALTH, INC. THIS LEASE AGREEMENT (hereinafter the "Lease ") is made and entered into this 16th day of May , 2018 (the "Effective Date "), by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, (hereinafter referred to as "COUNTY" or "LESSOR ") and FISHERMEN'S HEALTH, INC., a Florida Not - ForProfit Corporation, whose address is 6855 Red Road, Suite 600, Attn. Real Estate Department, Coral Gables, Florida 33143 (hereinafter referred to as "LESSEE "). WHEREAS, the COUNTY owns property known as the The Florida Keys Marathon International Airport, located in Marathon, Monroe County, Florida, hereinafter referred to as "Airport"; and WHEREAS, LESSEE's hospital facility was seriously damaged during Hurricane Irma; and WHEREAS, Fishermen's hospital is the only hospital available in the middle keys to serve the citizens of the middle keys and the City of Marathon; and WHEREAS, LESSEE desires to lease an undeveloped parcel of property on the Airport for use as a temporary staging area for the modular units while the units are installed as a temporary hospital on the Fishermen's hospital site; and WHEREAS, the County finds that the best interests of the citizens of the middle keys and the City of Marathon are served by assisting LESSEE in the construction of its temporary hospital and in connection with the possible construction of a replacement hospital; now, therefore IN CONSIDERATION of the premises and of the mutual covenants and agreements herein contained, and other valuable considerations, COUNTY does hereby grant and lease unto LESSEE and LESSEE does hereby lease from COUNTY, certain premises, rights and privileges as follows, to wit: 1. Premises. The COUNTY does hereby lease to LESSEE, and LESSEE leases from the COUNTY, an undeveloped 300' x 330' parcel of land located at the Florida Keys Marathon International Airport approximately 76,000 square feet, hereafter the premises, as described in Lease Attachment Exhibit - #1 attached hereto and incorporated herein (the "Premises "). LESSEE is authorized to utilize the Premises as a staging area for the modular units that will be used to construct a temporary hospital facility on the Fishermen's hospital site, in accordance with FAA aeronautical study final determination condition requirements (FAA form 7460). NO AERONAUTICAL COMMERCIAL ACTIVITY OF ANY TYPE WHATSOEVER MAY BE UNDERTAKEN BY LESSEE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COUNTY. The use of the Premises and any structures built on the Premises shall be at the sole cost and expense of LESSEE. LESSEE SHALL NOT COMMENCE CONSTRUCTION ON THE PREMISES UNTIL A FAA FORM 7460 -1, NOTICE OF PROPOSED CONSTRUCTION OR ALTERATION HAS BEEN FILED, REVIEWED AND APPROVED BY THE FAA. LESSEE WILL RECEIVE WRITTEN NOTIFICATION FROM THE COUNTY WHEN THE FAA 7460 -1 REVIEW HAS BEEN APPROVED. THIS WILL SERVE AS NOTICE TO PROCEED WITH THE COMMENCEMENT OF THE FACILITY CONSTRUCTION. LESSEE shall be responsible for ANY AND ALL COSTS, EXPENSES AND PERMITTING requirements associated with this project. LESSEE shall be responsible for ANY AND ALL COSTS, EXPENSES AND PERMITTING requirements associated with Airport security fence and /or vehicular /pedestrian gate removal /installation/relocation. LESSOR agrees to cooperate with LESSEE in obtaining the necessary approvals for any construction on the Premises. 2. Term. The term of this Lease is for four (4) months beginning on the Effective Date. If at the end of the initial 4 month term the temporary hospital facility on the Fishermen's hospital site is not ready, Lessee may request an extension of the term. 3. Rent. The rent for the premises shall be $1.00 for the term of the lease, plus applicable sales tax, payable in full within ten (10) business days following the Effective Date. 4. Termination. 4.1 This Lease may be terminated by either party upon thirty (30) days written notice. 4.2 This Lease may be terminated at the discretion of the COUNTY in the following circumstances: a) LESSEE fails to pay the rent when due; b) LESSEE fails to obtain the insurance required under this lease or allows the required insurance coverage to lapse or fall below the minimum required; c) LESSEE otherwise breaches the terms of this Lease. d) Cancellation is required to accommodate future Airport growth, or e) Cancellation is required due to F.A.A. requirements. Unless the COUNTY has accepted in writing a delay in performance of duties, the failure to perform said duties shall constitute a default /breach under the terms of this Lease. In the case of the default /breach occurrences described in subparagraphs 4(a), (b), or (c), the COUNTY's Florida Keys Marathon Airport Manager shall first give LESSEE a written notification stating the default /breach. LESSEE shall be notified that it has ten (10) days to correct the default /breach. If the nature of the default /breach is such that it cannot be cured in ten (10) days, LESSEE shall inform the COUNTY in writing of the reason why the default /breach cannot be cured in ten (10) days and shall provide a written plan showing how the default /breach will be cured in a timely manner. If LESSEE has not corrected the default /breach at the end of the ten (10) days or if the LESSEE has provided a cure plan, which the LESSEE has failed to timely and diligently execute, then the COUNTY may cancel this Lease in its discretion. In the case of cancellation occurring as described in subparagraphs 4(d) and (e), COUNTY shall provide LESSEE ninety (90) days' written notice. 5. Leasehold Improvements and Use. LESSEE shall have the right to occupy the Premises as described in Lease Attachment Exhibit - #1. Any improvements that may have an impact on airport use, safety, capacity, efficiency, etc., must be approved by the Director of Airports or his designee in writing. 2 6. Right of Ingress and Egress. LESSEE, its agents, employees, customers, suppliers, and patrons shall have the right of ingress and egress to and from the Premises, which shall not be unreasonably restricted by COUNTY. 7. Utilities. LESSEE is responsible for the cost of connection and payment of all telecommunications, electrical, sewer, water and solid waste collection service and /or lines for the Premises. LESSEE is also responsible for any connection or development fees associated with connection to any of the utility services. 8. Assignment. The Premises may not be sublet prior to the completion of the proposed building project. The Premises, along with the improvements thereon and this Lease, may not be assigned without the written consent of the COUNTY. 9. Maintenance of Premises. During the term of this Lease, LESSEE is responsible for all maintenance and repairs, including major repairs such as structural work and roof replacement and replacement of any buildings if destroyed. All repairs and replacement must be of the same or better quality as the original work and conform to all applicable building codes. LESSEE shall be responsible for and shall properly maintain the Premises, and upon the termination of this Lease, shall remove any structures installed by LESSEE on the Premises and leave it in at least as good condition as at the time of the commencement of this Lease, normal use and occupancy excepted. 10. Rights of County. The COUNTY shall have the absolute right, without limitation, to repair, reconstruct, alter or add to any structure and facilities at the Airport, or to construct new facilities at the Airport. The COUNTY shall, in the exercise of such right, be free from any and all liability to the LESSEE for business damages occasioned during the making of such repairs, alterations and additions, except those occasioned by the sole act of negligence of the COUNTY, its employees or agents. The COUNTY and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right to enter upon the leased premises for the following purposes: a) to inspect the Premises at reasonable intervals during regular business hours and upon advance notice to LESSEE (or at any time in case of emergency) to determine whether Lessee has complied and is complying with the tern's and conditions of this Lease with respect thereto, provided that efforts will be made so as to not interfere with patient care; b) to perform essential maintenance, repair, relocation, or removal of the existing facility if owned by the County, structure if owned by the County, perimeter security fence, underground and overhead wires, pipes, drains, cables and conduits now located on, under or across the leased premises, and to construct, maintain, repair, relocate, and remove such facilities in the future as necessary to carry out the Master Plan of development of the Airport; provided, however, that said work shall in no event unduly interfere with the operations of LESSEE and, provided further, that the entire cost of such work, as a result of the exercise by the COUNTY of its rights hereunder shall be borne by the COUNTY. 11. Rights Reserved. Rights not specifically granted to LESSEE by this Lease are reserved to the COUNTY 12. Indemnification/Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Lease, LESSEE shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and 3 against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorneys' fees and costs, court costs, fines and penalties) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of LESSEE or any of its employees, agents, contractors or other invitees on the Airport during the term of this Lease, (B) the negligence or willful misconduct of LESSEE or any of its employees, agents, contractors or other invitees, or (C) LESSEE's default in respect of any of the obligations that it undertakes under the terms of this lease, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than LESSEE). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Lease, this section will survive the expiration of the term of this lease or any earlier termination of this Lease. 13 Insurance Requirements. Prior to the commencement of work governed by this contract (including the pre- staging of personnel and material), LESSEE shall obtain, at LEESSE's own expense, insurance as specified in attachment A. LESSEE shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either a certificate of insurance or a certified copy of the actual insurance policy. The COUNTY, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and /or approval of LESSEE's insurance shall not be construed as relieving LESSEE from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. LESSOR agrees that LESSEE may provide any insurance required of LESSEE pursuant to a self - insurance program. Damage to uninsured improvements° In the event that any improvements made by the LESSEE to the Premises are damaged and/or destroyed, LESSEE, at LESSEE's sole expense, shall rebuild the improvements to their pre -loss state within two (2) years of the date of the occurrence of the event that destroyed or damaged the improvement. If the LESSEE fails to restore the improvements to its pre -loss state or the improvements are damaged beyond repair, LESSEE, at LESSEE's sole expense, shall be responsible for removal of the improvements on the Premise and restoration of the leased property to its original condition, normal wear and tear excepted. If the LESSEE fails to restore the improvements to their pre -loss state within the allotted two (2) year period, LESSOR may, at its sole discretion, terminate this Lease effective upon the second anniversary of the date of occurrence of the event that destroyed or damaged the improvement. LESSEE will be required to pay the full amount of the rent throughout this period. 14. Books, Records and Documents. LESSEE shall maintain all books, records, and documents directly pertinent to performance under this Lease in accordance with generally accepted accounting principles consistently applied. Each party to this Lease or their authorized 4 representatives shall have reasonable and timely access to such records of each other party to this Lease for public records purposes during the term of this Lease and for four (2) years following the termination of this Lease. 15. Rules and Regulations A. COMPLIANCE. LESSEE shall comply all reasonable rules and regulations with respect to use of Airport property, as the same may be amended from time to time, all additional laws, statutes, ordinances, regulations and rules of the federal, state and county governments, and any and all plans and programs developed in compliance therewith, which may be applicable to its operations, including specifically, without limiting the generality thereof, federal air and safety laws and regulations and federal, state, and county environmental, hazardous waste and materials and natural resources laws, regulations and permits. B. VIOLATIONS. LESSEE agrees to pay 011 behalf of the COUNTY any penalty, assessment, or fine, issued against the COUNTY, or to defend in the name of the COUNTY any claim, assessment, or civil action, which may be presented or initiated by any agency or office of the federal, state, or county governments, based in whole or substantial part upon a claim or allegation that LESSEE, its agents, employees or invitees have violated any law, ordinance, regulation, rule or directives described in 15(A) above. 16. Governing Law, Venue, Interpretation: This Lease shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Lease, the COUNTY and LESSEE agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The COUNTY 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. 17. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements or 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. 18. 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 COUNTY and LESSEE agree to reform this Lease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 19. Attorney's Fees and Costs. The COUNTY and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Lease, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the 5 non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Lease shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 20. Binding Effect. The terms, covenants, conditions, and provisions of this Lease shall bind and inure to the benefit of the COUNTY and LESSEE and their respective legal representatives, successors, and assigns. 21. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Lease have been duly authorized by all necessary County and corporate action, as required by law. 22. Claims for Federal or State Aid. LESSEE and COUNTY 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. 23. Adjudication of Disputes or Disagreements. COUNTY and LESSEE agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Lease or by Florida law. 24. 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, COUNTY 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. - COUNTY and LESSEE specifically agree that no party to this Lease shall be required to enter into any arbitration proceedings related to this Lease. 25. Nondiscrimination. COUNTY 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. LESSEE agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to 6 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 VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Sections 13 -101, et seq., Monroe County Code, relating to discrimination based on race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Lease. 26. Covenant of No Interest. COUNTY and LESSEE covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Lease, and that the only interest of each is to perform and receive benefits as recited in this Lease. 27. Code of Ethics. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 28. No Solicitation/Payment. The COUNTY and LESSEE warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Lease and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Lease. For the breach or violation of the provision, the LESSEE agrees that the COUNTY 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. 29. Public Access. The COUNTY 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 COUNTY and LESSEE in conjunction with this Lease; and the COUNTY shall have the right to unilaterally cancel this Lease upon violation of this provision by LESSEE. 30. Non - Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY and the LESSEE in this Lease and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 3L 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 7 any public agents or employees of the COUNTY, 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. 32. 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 COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 33. Non- Reliance by Non - Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Lease to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the LESSEE agree that neither the COUNTY nor the LESSEE or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Lease separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease. 34. Attestations. LESSEE agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-. Free Workplace Statement. 35. 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. 36. Personal Property. Any personal property of LESSEE, their agents, assigns, or invitees placed in the premises of the Airport shall be at the sole risk of the LESSEE or owners thereof, and the COUNTY shall not be liable for any loss or damage. 37. Federal Subordination. a. This Lease shall be subordinate to the provisions of any existing or future agreement between the COUNTY and the United States of America relative to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. All provisions of this Lease shall be subordinate to the right of the United States of America. b. The Lease is subordinate to the County's obligations under federal aviation law and contractual commitments to the federal government and the FAA. Upon a formal written declaration by the Federal Aviation Administration ( "FAA ") that a term or provision of the Lease is inconsistent with federal aviation law, FAA regulation, FAA policy or a contractual commitment to the FAA, the impermissible term shall be severed, without affecting the 8 remainder of the lease. The parties agree to amend the lease as provided herein as necessary to comply with the FAA's formal written declaration. 38. 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. 39. 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. 40. Cancellation of Lease. COUNTY may cancel this Lease by giving LESSEE sixty (60) days advanced written notice upon the happening of any of the following events: the appointment of a receiver of LESSEE's assets; the divesting of LESSEE's leasehold estate by other operation of law; the abandonment by LESSEE of the Premises for a period of sixty (60) days. By the end of the sixty (60) day notice period, LESSEE shall have vacated the Premises and the COUNTY may immediately re -enter and take possession of same. If it is necessary to employ the services of an attorney in order to enforce the COUNTY' s rights under this paragraph, the COUNTY shall be entitled to reasonable attorney's fees. 41. Mutual Review. This Lease has been carefully reviewed by LESSEE and the COUNTY, therefore this Lease is not to be construed against either party on the basis of authorship. 42. FAA Requirements. The parties shall comply with FAA Required Lease Clauses, which are listed in Exhibit "2 ", attached hereto and made a part hereof. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 9 i • IN WITNESS WHEREOF, the parties have caused this lease to be executed this '-1 6 day of c < r�s , 2018. � ' � ( , , , ,) BOARD OF COUNTY COMMISSIONERS t Af q l VIN MADOK, CLERK OF MONROE COUNTY, FLORIDA . < FJY . / i .yaar cou „„ ,,, , B- B Deputy Clerk Mayor /Chairperson FISHERMEN'S HEALTH, INC. W wiSSES: ,, 7/ •et A lia ‘ 0 By i 1 RI ° K F' - RG, _ - - - Executive l ,(7 / . Officer ON -• coil° '•' • r A J Q i -■ �•�ac� / - II - • M RCCDO D ASSISTANT .;.. - : Y Z‘ ie o+ , o c> ,_ j....) eD =ts.J __,.a vim 10 • PUBLIC ENTITY CRIME. STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Fishermen's Health, Inc., nor any Affiliate has been placed on the convicted vendor list within the last 36 months. J 4 j v RIO; FREE , Chief - i ive Officer Date: 4 1 a / re 2018 STATE OF: FLORIDA COUNTY OF: MONROE Subscribe and sworn to (or affirmed) before me on l0 L 2018, by RICK FREEBURG, Chief Executive Officer of FISH RMEN' S HEALTH, INC. . He is personally known to me or has produced (type of identification) as identification. r G NBRIA • Notary PubUc ISELLE State SAA of Florida Commi ssion # FF 932374 '%' ��d�; Momm. Expires Feb 22 , 2020 o through National Notary Assn. 11 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE RICK FREEBURG, Chief Executive Officer of FISHERMEN'S HEALTH, INC., warrants that he /it has not employed, retained or . otherwise had act on his /its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10 -1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or e i ployee. .-- ��� -- RIC' FREEB Mr ief Exec ' , - 0 fficer of FISHERMEN'S HEALTH, INC. Date: 4/ (2./1 tr , 2018 STATE OF FLORIDA 111 COUNTY OF MONROE PERSONALLY APPEARED BEFORE ME, the undersigned authority, RICK FREEBURG, Chief Executive Officer of FISHERMEN'S HEALTH, INC., who, after first being sworn by me, affixed his si:natttre (name of individual signing) in the space provided above on this /.L day of 4/... jj , rJ 018. NOT' • Y PUBLIC My commission expires: GISELLE SANABRIA_ e � ; Notary Public - State of Florida Commission # FF 932374 %- My Comm. Expires Feb 22, 2020 I 0 OMB - MCP FORM #4 Bonded through National Notary Assn. 12 Fishermen's Hospital — Exhibit 1 Exhibit 1 Fishermen's temporary staging and storage - area. Monroe County Lease Document :'.. „ , BOCC Agenda Item — May 16, 2018 §.' Additional Parking Area ir A i itio _417, 350 ft. ! / . , 330 ft. -s jir f ., O p e tt it 'it t * i , , " 4 . „� rr ti 300 ft. .• -- .ViiiirAi t +7 ` :R tiN ,:. n DAV Facility t ,, ff i : , . ' —1 1 'gm Jr "nit • la l l"r" ' *. 4 vgl ,k, . '%.,ik, v.,,,,V. 3 .. .i.. glow tom► I►�1 ap. 6 , . � /� ,t , Temporary Hospital Site U.S. 1 .-,,- .mr. .r t 76,000 sq. ft. of usable space ` ik , - -- • Gate access to Aviation Blvd. Additional space for parking if ` '` needed. Page 15 ass Exhibit 2 FAA REQUIRED LEASE CLAUSES 1. This lease shall be subject to review and re- evaluation at the end of each 1 year period, by the airport owner and the rent may be adjusted according to their action, not to exceed the Consumer Price Index rate during the last 12 month period, or; Land less improvements will be appraised every 5 years and the adjusted rental will be based on normally 10 -12 percent of the appraised value. If disputed, lessor obtains appraisal at his expense and lessor /lessee equally share expense for review appraisal that establishes fair market value. 2. The tenant for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over or under such land and the furnishing or services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, (3) that the tenant shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- assisted programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, Airport Owner shall have the right to terminate the lease and to re -enter and as if said lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are followed and completed including exercise or expiration of appeal rights. 3. It shall be a condition of this lease, that the lessor reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property hereinafter described, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the airport. That the Tenant expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the hereinafter described real property to such a height so as to comply with Federal Aviation Regulations, Part 77. 13 That the Lessee expressly agrees for itself, its successors and assigns, to prevent any use of the hereinafter described real property which would interfere with or adversely affect the operation or maintenance of the airport, or otherwise constitute an airport hazard. 4. This lease and all provisions hereof are subject to any ordinances rules or regulation which have been, or may hereafter be adopted by the Airport Owner pertaining to the Florida Keys Marathon International Airport. 5. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on parts of the airport. 14 ATTACHMENT A 2015 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Commercial General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. GL3 Administrative Instruction 7500.5 16 €1 ATTACHMENT A 2015 Edition PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be: $1,000,000 per Occurrence /$2,000,000 Aggregate PRO3 Administrative Instruction 7500.5 17 87 ATTACHMENT A 2015 Edition VEHICLE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non - Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. V3 Administrative Instruction 7500.5 18 92 ATTACHMENT A 2015 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable Workers' Compensation state statutes and the requirements of Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident $1,000,000 Bodily Injury by Disease, policy limits $1,000,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self - insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC3 Administrative Instruction 7500.5 19 • A EP CERTIFICATE OF LIABILITY INSURANCE DATE °°' 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 POUCIES 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 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 Marsh Management Services Cayman Ltd. " "" A " Client Services Insurance Dept. Governors Square, Bldg 4, Floor 2 ( Fes (345) 949 - 7988 I FLVIC. ; 23 Lime Tree Bay Avenue A SS : cayman.eerts €marsh.com Grand Cayman INSURER'S) AFFORDING COVERAGE NAIL A Cayman Islands DisuHERA :PINEAPPLE INSURANCE COMPANY INSURED INSURER B Baptist Health South Florida, Inc. INSURER C: and all entities on file with the Insured INSURER 0: 6855 Red Road, Suite 200 NSURERE: Coral Gables FL 33143 INSURER F: COVERAGES CERTIFICATE NUMBER:2017 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POUCIES 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. POLICY EFF POLICY EXP TR TYPE OF IIIS U RANCE n MAIN P OLICYN_IAIBER IM1trDO/YiYY IMWDOlyy n wars X COilliniciAL GENERAL IJAB1LtTY EACH OCCURRENCE s 1,000,000 A X { CLAIMS - MADE OCCUR DAMAGE I O RktRtD PRFMISES fEa ocnunvnce) s _ X PIC- 2017/18 -1=1 10/1/2017 10/1/2018 mg) Eyp (m ale peace) s PERSONAL & ADV INJURY $ GEHL AGGREGATE UMITAPPLIES PER: GENERAL AGGREGATE _ s 2,000,000 POLICY ❑ JE I r ri LOC PRODUCTS - COMP/OP AGG 5 OTHER. Employee Senates 5 AUTOMOBILE LIABILITY CLAIMED SINGLE Lean s . IEa acrJdr 1 1 — ANY AUTO 800ILY INJURY (Per person) 5 _ A AUT BODIY INJURY (Per occident) s `_ HIRED AUTOS � f p u a el s - s UMBRELLA LIAR - OCCUR �Q' IcilSitatIA:14 1 EACH OCCURRENCE s EXCESS LIAR p q - pE BY i` -l./ / �J AGGREGATE s DED 1 s ntiTV �(L - I / < s — WORKERS CONDENSATION b l J1 AND EMPLOYERS' l IABLITY y l N WAIVER W fff Yom_ 1 ATUTE 1 I ER ANY PROPRETORIPARTNERIEXECUTNE E.L. EACH ACCIDENT s (Mandatory In EXCLUDED/ N 1A EL DISEASE - EA EMPLOYEE 5 1 DIM M ON OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A HEALTHCARE PROFFSSI aIAL Plc 21117 /18 - ESC! 10/1/2017 10/1/2018 EA 51,000,000 LIABILITY - CLAIKS MADE AGGREGATE 52,000,000 DESCRPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (ACORD 101, Addeenal Remarks Schedule, may be attached I man space a required) The Certificate Holder is named Additional Insured as their interest may appear under the terms and. conditions of the above mentioned policy. Coverage is subject to all policy terns, conditions and deductibles. CERTIFICATE HOLDER CANCELLATION I SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE Monroe County THE OEX EXPIRATION DATE PO THEREOF, NO WILL BE DELIVERED IN BOCC 1100 Simonton Street Key West, FL 33090 AUTHORIZED REPRESENTATIVE NOW 7laaageseeftE Saea*e4 easpieus 4te. 01988 -2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD INS026 (201401) '4 °® CERTIFICATE OF LIABILITY INSURANCE DATE(�M n DlYYYY) 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 terns and conditions of the policy, certain policies may require an endorsement. A statement on this a certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT m Aon Risk Services, Inc of Florida NAME: 1001 Britkell Bay Drive ( PHONE No. Eat): (866) 283 -7122 I (Alcamo): (800) 363 -0105 el Suite 1100 EJWLIL Miami FL 33131 USA ADDRESS: INSURERS) AFFORDING COVERAGE HAM 0 INSURED INSURER k. Arch Insurance Company 11150 Baptist Health South Florida Inc. NSURERB: The Continental Insurance Company 35289 Hortensia Lorie 6855 Red Road - Suite S00 INSURER C: Coral Gables FL 33143 USA INSURER D. - INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570072918311 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 POUCIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as re uq sated "TR TYPE OF INSURANCE • , POLICY NUMBER NeatiONNYM Wa1IODtrYYY1 LIMITS COMMERCIAL. GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE 0 OCCUR PREMISES Es a nu) _ MED EXP (Any one person) ,-- PERSONAL d ADV INJURY GENT. AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE re "la. POLI IECT LOC PRODUCTS • COMP/OP AGG N OTHER B c i A AUTOMOBILE LIABILITY C 60 50304467 10 /O1/ 201710 /01/2018 COMBINED SINGLE LIMIT 51,000,0M: 1ES an nft X ANY AUTO BODILY INJURY ( Per person) 0 "-- SCHEDULED OWNED AUTOS t i - BODILY trnt (Paraocidenq m -- AUTOS ONLY .� V - ONLY AUTOS ONLY BY �).S)( h HIRED AUTOS NON-OWNED -� + ' �� ' -� PROPERTY DAMAGE al ) \ 4 4.71.„ ,1 (Per accident) UMBRELLALIAB f }�{ I OCCUR If iiM EACH OCCURRENCE - V EXCESS LIAB 1 1 CLAIMS -MADE WAIVER w � AGGREGATE DEO RETENTION �Tl y>op WORKERS COMPENSATION AND `�' EMPLOYERS' LIABILITY Y! N PER STATUTE' 1 ANY PROPRIETOR PARTNER! EXECUTIVE E.L. EACH ACCIDENT 1iPP OFFICENVMEMBER EXCLUGED7 NIA /Mandatory In M4) E L DISEASE -EA EMPLOYEE 1I yes, Mamba under - DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT _ A EXteSS WC WCx005591804 10/01/2017 10/01/2018 EL Each Accident 51,000,000 SIR applies per policy terms & condi EL Disease - Ea Erma' , 51,000,000 DESCRIPTION OF OPERATIONS !LOCATIONS ! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached I1 more space la required) Coverage A for workers Compensation is Statutory. h The Monroe County Board of Commissioners is included as Additional Insured in accordance with the policy provisions of the Auto Liability policy. 2. ■1- CERTIFICATE HOLDER CANCELLATION a._ SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION PATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 7t, Ma Monroe County AUTHORIZED REPRESENTATIVE BOCc 1100 es t Simonton Street Key y West FL 33040 USA 7 ,:�i f d• fc Y` ®1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000008208 ® LOC #: ° ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk Services, Inc of Florida Baptist Health South Florida Inc. POLICY NUMBER See Certificate Number: 570072918311 CARRIER NAIC CODE See Certificate Number: 570072918311 EFFECTNEDATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Auto Physical Damage Deductibles Owned Autos: Comprehensive: 51,000. Collision: S1,000. Except Freightliners M2 106: Vin No: 1FVACWDT4FHGN1877 Vin No. 1FVACWDT7DHFF1815 Vin No: 3ALACWDT4EDFX9356 Comprehensive: 52,000. Collision: S2,000. Hired Autos: Comprehensive: 5100. Collision: 51,000. ACORD 101 (2008101) C 2008 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD