01/23/2019 to 01/22/2024 Kevin Madok, CPA
'I•••.1-�'� •.:," Clerk of the Circuit Court&Comptroller—Monroe County, Florida
�`‘‘\Deco='=
DATE: February 13, 2019
TO: Lindsey Ballard, Aide
to the County Administrator
Gabi West
Executive Administrator
FROM: Pamela G. Hanco. %D.C.
SUBJECT: January 23' BOCC Meeting
Attached is a duplicate original of Item Ll, Interlocal Agreement between Monroe County
Board of County Commissioners and the State of Florida, Department of Health and the
City of Key West for operation of the Monroe County Health Department at 830 Emma Street,
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
INTERLOCAL AGREEMENT (LEASE AGREEMENT)
BY AND BETWEEN THE CITY OF KEY WEST,
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
AND MONROE COUNTY HEALTH DEPARTMENT
FOR THE USE OF 830 EMMA ST.,KEY WEST,FLORIDA
THIS Interlocal Agreement ("Agreement"), made and entered into at Key West, Monroe
County, Florida, thisaIrCiday of J(ll,, 20 i q between THE CITY OF KEY WEST ("CITY"
or"LANDLORD"), a municipal corporation organized and existing under the laws of the State of
Florida, 1300 White Street,Key West,Florida 33040,the STATE OF FLORIDA,DEPARTMENT
OF HEALTH, MONROE COUNTY HEALTH DEPARTMENT ("COUNTY HEALTH
DEPARTMENT" OR "CHD" or "TENANT"), 1100 Simonton St., Key West FL 33040, and
MONROE COUNTY("COUNTY"),a political subdivision of the State of Florida, 1100 Simonton
St., Key West,FL 33040.
WITNESSETH:
WHEREAS, the CITY and COUNTY are authorized, pursuant to Sections 125.01(1)(p),
163.01(2), and 166.021, Florida Statutes, to enter into Interlocal agreements to provide services
and facilities; and
WHEREAS, the COUNTY has the power, pursuant to Section 125.01(1)(e), Florida
Statutes,to provide health and welfare programs; and
WHEREAS, the COUNTY is authorized, under Section 154.01(1), Florida Statutes, to
cooperate with the State Department of Health to establish and maintain a full-time county health
department ("CHD") for the promotion of the public's health, control and eradication of
preventable diseases, and the provision of primary health care for special populations; and
WHEREAS, pursuant to Section 154.01(3), Florida Statutes, the COUNTY has entered
into a contract with the CHD ("core contract"), which lists the services that will be offered by the
CHD, the level of funding that will be provided by the COUNTY, and the facilities, equipment
and insurance coverage of same that will be provided by the COUNTY for use by the CHD in
order to occupy certain administrative space; and
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WHEREAS, the CHD previously operated the Roosevelt Sand Center Clinic ("Clinic")
and Health Resource Center in the Frederick Douglass Gymnasium,but in 2016 the CITY notified
the CHD and the COUNTY that the gym premises would need to be vacated in order to make way
for future construction; and
WHEREAS, thereafter, the CHD relocated the Clinic temporarily to the Gato Building
and began operating the Clinic from the Gato Building since that time, however, CHD desires to
temporarily relocate certain administrative functions to a location in Bahama Village; and
WHEREAS, the CITY, in its capacity as the LANDLORD, desires to make available
certain premises located at 830 Emma Street in Key West owned by the CITY for use,by the CHD,
for administrative and related uses; and
WHEREAS, the COUNTY and the CHD are aware of CITY's plans to demolish and
replace the existing structure subject to this ILA beginning in calendar year 2019 and that this ILA
is subject to early termination so as not to delay CITY's plans regarding the subject property:
NOW THEREFORE,in consideration of their mutual promises and covenants contained
herein,the parties agree as follows:
1. LEASED PREMISES. The CITY does hereby provide to the COUNTY and the CHD,and
the COUNTY and CHD do hereby accept from the CITY,the following described premises
located at the 830 Emma Street,Key West,situated in the City of Key West,Florida,having
an interior area of approximately 1,074.38 square feet, being more particularly described
on the drawing attached hereto and incorporated as "Exhibit A" (hereinafter referred to as
"Leased Premises"), for the uses described in paragraph(3) of this Agreement.
2. TERM. The term of this Agreement shall be for five (5) years, which term shall
commence on the date the Agreement is made as stated above, and shall end at the end of
the 60th month thereafter. Each party reserves the right to terminate this Agreement, with
or without cause, provided that the terminating party gives at least ninety (90) days prior
written notice to the other parties.
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3. USE OF THE PREMISES. The CHD shall be entitled to use the Leased Premises for
administrative purposes,and activities related thereto and for no other purpose. In addition,
CHD further agrees:
A. Not to utilize the premises as a residence or for any living, sleeping or residing
overnight;
B. Not to use the Leased Premises nor permit the same to be used in any manner that
violates any law, ordinance,rule, or regulation of the CITY, or other governmental
agencies, as existing or promulgated during the term hereof, or in a manner that
would constitute a hazardous use of the Premises or violate any insurance policy of
the COUNTY or the CITY;
C. To take no action that would: (i) violate the CITY'S existing contracts with third
parties or (ii) cause any work stoppage or cause any manner of interference with
CITY;
D. To abide by and observe all rules and regulations established from time to time by
the CITY and the CITY'S insurance carrier; and
E. To obtain and maintain all licenses, permits, and other approvals necessary to
conduct the CHD's business during the term of this Agreement.
4. CITY'S OBLIGATIONS UNDER THE ILA(LEASE)
A. The parties agree that the CITY shall, upon approval of this Agreement by all
parties, prepare and deliver the Leased Premises in "AS IS" condition for
occupancy by the CHD. The CITY shall be responsible for maintenance and repair
of the exterior walls and roof of the building, as well for maintenance and repair of
the mechanical, electrical, heating and air conditioning and plumbing systems,
parking lot repair and maintenance (including striped markings) and general
landscaping.
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B. The City is responsible for any and all property taxes and special assessments for the
Leased Premises.
5. COUNTY'S OBLIGATIONS UNDER THE LEASE
A. The COUNTY shall be responsible for operations, maintenance and repair of the
interior of the Leased Premises, including any equipment or appliances located on
,the interior of the building located at 830 Emma St., other than (a) operations,
maintenance and repair of non-affixed furniture, fixtures and equipment and (b)
routine cleaning of the Leased Premises, both of which shall the responsibility of
the CHD.
6. CHD'S OBLIGATIONS UNDER THE LEASE
A. The CHD shall be responsible for providing any non-affixed furnishings and
equipment.
B. The CHD shall be responsible for normal maintenance and cleaning of the interior
of the premises. The CHD will maintain the Leased Premises in a clean, neat
condition and shall not accumulate or permit the accumulation of any trash, refuse
or debris, excluding such trash or refuse placed in an appropriate location for
collection, or anything that is unsightly or which creates a fire hazard or nuisance
to adjoining or adjacent properties. There shall be no living quarters, nor shall
anyone be allowed to live or cook within the Leased Premises.
C. At the conclusion of the term of this Agreement,the COUNTY and the CHD shall
surrender the premises to the CITY in good order and condition.
7. DELIVERY OF THE LEASED PREMISES.
A. At the conclusion of the term of this Agreement,the COUNTY and the CHD shall
surrender the premises to the CITY in good order and condition, normal wear and
tear excepted.
8. HAZARDOUS WASTE. The CHD shall ensure that all hazardous wastes or any other
contaminating materials are properly disposed of, and that the Leased Premises are kept
free and clear of contamination. If the Leased Premises are contaminated by CHD during
the term of this Agreement, the CHD shall bear all costs of required clean-up.
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9. COVENANT OF QUIET POSSESSION. So long as the COUNTY is in compliance with
its obligations as stated herein, the COUNTY and CHD shall peaceably and quietly have,
hold, and enjoy the Premises throughout the term of this Agreement without interference
or hindrance by the CITY or the CITY'S agents.
10. UTILITIES. The CHD will pay for all utilities, including but not limited to telephone and
internet charges and fees,water,wastewater, solid waste, electricity, and gas. If a separate
bill for the Leased Premises is not available for one or more of the utility services required
by the Premises, then the CHD shall pay a pro-rated share of that particular utility based
on the square footage of the Premises and/or the parties' estimated usage of that particular
utility.
11. INSURANCE; INDEMNIFICATION.
A. The CHD will provide coverage from the State Risk Management Trust Fund for
general liability up to a self-insured retention of Two Hundred Thousand Dollars
($200,000.00) per person and Three Hundred Thousand Dollars ($300,000) per
occurrence. The original policy or certificate shall be delivered to the CITY within
five(5) days of execution of this Agreement. Additionally, the CHD shall provide
worker's compensation coverage for all employees where the CHD is obligated to
do so by operation of law.This coverage shall be for statutory limits in compliance
with applicable state and federal laws.Failure of the CHD to maintain the insurance
in full force and effect at any time shall be deemed a material breach of this
Agreement, and shall entitle the CITY to terminate the Agreement. Upon such
breach, the CHD shall immediately suspend all use of the Premises and shall
provide to the CITY written notice of its failure to maintain insurance coverage.
B. To the extent permitted by law and subject to the provisions and monetary
limitations of Section 768.28, Florida Statutes, the CHD does hereby agree to
defend, indemnify and hold harmless the COUNTY and the CITY, its officers or
employees, from and against any and all liability, damages, costs (including
reasonable attorneys' fees, and costs at both the trial and appellate levels) arising
from the acts or omissions of the CHD in connection with this Agreement.
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C. To the extent permitted by law and subject to the provisions and monetary
limitations of Section 768.28, Florida Statutes, the COUNTY does hereby agree to
defend, indemnify, and hold the CITY and the CHD, including its officers and
employees, harmless from and against any and all liabilities, damages, and costs
(including reasonable attorneys' fees and court costs at both the trial and appellate
levels) arising from the acts or omissions of the COUNTY in connection with this
Agreement.
D. To the extent permitted by law and subject to the provisions and monetary
limitations of Section 768.28, Florida Statutes, the CITY does hereby agree to
defend,indemnify, and hold the COUNTY and the CHD,including its officers and
employees, harmless from and against any and all liabilities, damages, and costs
(including reasonable attorneys' fees and court costs at both the trial and appellate
levels) arising from the acts or omissions of the CITY in connection with this
Agreement.
12. ASSIGNMENT AND HYPOTHECATION. Except as indicated herein,neither the
CHD nor the COUNTY shall assign or sublet the Leased Premises or any part thereof.Any
assignment or sub-letting, even with the CITY'S consent, shall not relieve the COUNTY
and the CHD from the obligation to keep and be bound by the agreements of this
Agreement. The acceptance of occupancy of any other person shall not be deemed to be a
waiver of any of the agreements of this Agreement or to be consent to the assignment for
benefit of creditors or by operation of law and shall not be effective to transfer any rights
to any assignee without prior written consent of the CITY, which consent shall not be
unreasonably withheld.
13. DEFAULT CLAUSE.
A. In the event of any failure of compliance by either party hereto with any of its
material obligations to the other party as provided for herein, such action shall
constitute a default under this Agreement. Upon any such default, the
non-defaulting party shall provide to the defaulting party a written Notice of such
default(hereinafter "Default Notice"). The Default Notice shall state in reasonable
detail the actions the defaulting party must take to cure the same. The defaulting
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party shall cure any such default within 30 days following the date of the Default
Notice. Notwithstanding the provisions of this Section, if any such default by the
defaulting party remains uncured at the conclusion of any specified 30 day cure
period,and if the nature of the defaulting party's obligations are such that more than
30 days is required to effect cure, then the defaulting party shall not be in default
hereunder and the non-defaulting party shall not have the right to exercise its
termination rights granted herein as a result of any such default, if the defaulting
party commences cure within the applicable cure period and thereafter diligently
pursues cure to completion of performance. In the event the defaulting party fails
to affect any required cure as provided for herein, the defaulting party shall be
deemed to be in uncured default hereunder, and the non-defaulting party shall have
the right,but shall not be obligated, upon written Notice to the defaulting party, to
terminate this Agreement. If such Notice is given, this Agreement shall terminate
on the date set forth in the Notice and the parties shall be relieved of all rights and
obligations hereunder, except for any rights and obligations that expressly survive
termination.
B. All default and grace periods shall be deemed to run concurrently and not
consecutively.
C. It is mutually covenanted and agreed that the various rights, powers, options,
elections,privileges, and remedies of the parties contained in this Agreement shall
be construed as cumulative and no one of them shall be construed as being
exclusive of the other or exclusive of any rights or priorities allowed by law.
D. It is further covenanted and agreed by and between the parties hereto that the right
given to the parties that may be due under the terms of this Agreement by any
proceeding under same, or the right to collect any additional money, or payments
due under the terms of this Agreement by any proceedings under same, or the right
given the parties to enforce any of the terms and provisions of this Agreement shall
not in any way affect the right of such party to declare this Agreement void and the
terms ended hereby, as herein provided, when default is made by a party in any of
the terms and provisions of this Agreement.
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E. If at any time, by reason of the failure of a party to keep and perform any covenant
or agreement that, under the terms of this Agreement, the party is bound and
obligated to keep and perform, it becomes necessary for the other party to employ
an attorney to protect the rights and interests of that party in the property demised
or to enforce the Agreement or to proceed under the Agreement,then the prevailing
party shall be entitled to receive from the non-prevailing party all court costs and
reasonable attorney's fees incurred or expended by the prevailing party in taking
such actions, including actions taken in all trial and appellate courts.
14. CHD'S DUTY TO KEEP PREMISES IN GOOD REPAIR.The CHD covenants and agrees
that during the term of this Agreement the CHD will keep in good state of repair and in
current condition the Leased Premises and all furnishings brought or placed upon the
Leased Premises and will not suffer or permit any waste or neglect of any such personal
property
A. The CHD will ensure that the personal property and equipment owned by the CHD
will be maintained in accordance with manufacturer specifications for the same.
Furthermore,the CHD will repair and replace the personal property and equipment
owned by CHD as often as it may become necessary in order to keep the personal
property and equipment in good repair and condition.
15. ADDITIONAL COVENANTS.
A. The COUNTY and CHD covenant and agree with the CITY that,upon termination
of this Agreement, the CHD will peaceably and quietly deliver to the CITY
possession of the Premises and all improvements located thereon, as well as the
CITY'S interest in all fixtures and equipment appertaining thereto.
B. The COUNTY and CHD agree not to make any permanent changes or alterations
to the structure of the Leased Premises without prior written approval of the CITY.
16. CITY'S RIGHT OF ENTRY. The CITY or its agents shall have the right to enter upon the
Premises at all reasonable times to examine the condition and use thereof, provided only
that such right shall be exercised in such a manner as not to interfere with the COUNTY
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or the CHD in the conduct of the CHD'S business on the Premises. The CHD will be given
reasonable notice in advance of such entry, unless an emergency condition warranting
immediate entry exists.
17. EQUIPMENT, FIXTURES AND SIGNS. All fixtures, equipment, and signs used on the
Premises by the CHD but provided by the CITY will remain the property of the CITY. All
fixtures,equipment,and signs used on the Premises by the COUNTY or CHD and provided
by the COUNTY or CHD will remain the property of the COUNTY or CHD, unless
otherwise specified in this section. While this Agreement is in good standing, the
COUNTY or CHD will have the right to remove COUNTY or CHD fixtures, equipment,
and signs from the Premises during the term of this Agreement, at the expiration thereof,
or within a reasonable time thereafter. The COUNTY and CHD agree to not cause any
irreparable damage to the Premises upon removal of fixtures, equipment, and signs. If such
damage does occur, the COUNTY or CHD shall pay or reimburse the CITY for the
reasonable expense of repairing the damage.
18. NO MECHANIC'S LIENS.Neither the COUNTY nor CHD shall have the power to subject
the interest of the CITY in the demised premises to any mechanic's or materialmen's lien
of any kind. In case of any mechanic's liens placed upon the property, the party whose
actions resulted in the mechanics' liens must pay off the same within thirty (30) days of
knowledge of the lien.Failure to do so after knowledge of the lien shall constitute a material
breach of this agreement. Nothing herein shall be construed to admit that a mechanic's lien
may be enforced against municipal property.
19. TAXES. Monroe County is exempt from sales and use taxes.
20. FIRE AND OTHER HAZARDS.
A. In the event that the Leased Premises or a major part thereof are destroyed by fire, lightning,
storm or other casualty, the CITY at its option may either repair the damage to the Leased
Premises at its own cost or terminate this Agreement. Should the Leased Premises be only
partly destroyed, such that a major part thereof is still useable, the CITY, at its sole option,
may permit the CHD to continue with the Agreement, or terminate the Agreement without
penalty.
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B. The CHD shall provide for fire protection on the interior of the Leased Premises in accordance
with fire safety standards of the State Fire Marshal. The CHD shall provide maintenance and
repair of the fire protection equipment necessary to conform with the requirements of the State
Fire Marshal, prior to occupancy by the CHD, and at all times throughout the term of this
Agreement.
21. CAPTIONS. The captions appearing in this Agreement are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or intent of such
Paragraphs of this Agreement or in any way affect this Agreement.
22. EXECUTION iN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original.
23. NO SOLICITATION/PAYMENT. The parties hereto 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 Agreement, and it has not paid or agreed to
pay any person, company corporation,individual, or firm,other than a bona fide employee
working exclusively for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the breach
or violation of this provision, the parties agree that the COUNTY shall have a right to
terminate this Agreement without liability, and, at its discretion, offset from monies owed,
or otherwise recover, the full amount of any fee, commission, percentage, gift or
consideration.
24. MISCELLANEOUS PROVISIONS. It is mutually covenanted and agreed by and between
the parties as follows:
A. That no waiver or a breach of any of the covenants in this Agreement contained
shall be construed to be a waiver of any or all succeeding breach of the same
covenant;
B. That time is of the essence in every particular,particularly where the obligation to
pay money is involved;
C. That no modification,release, discharge, or waiver of any provision hereof shall be
of any force, effect, or value,unless in writing and signed by the parties hereto;
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D. That all covenants, promises, conditions, and obligations contained herein or
implied by law, or covenants running with the land, shall attach to and be binding
upon the heirs, executors, administrators, successors, legal representatives, and
assigns of each of the parties to this Agreement;
E. That this Agreement cannot be assigned, without the prior written consent of all
parties hereto;
F. That all persons executing this Agreement on behalf of the respective parties have
the right,power and authority to execute the Agreement;
G. That this instrument contains the entire agreement between the parties as of this
date, the execution hereof has not been induced by either of the parties by
representations, promises, or understandings not expressed herein, and that there
are no collateral agreements, stipulations,promises, or understandings whatsoever
between the representative parties in any way touching the subject matter of this
instrument that are not expressly contained in this instrument;
H. That when a party's desire to give notice to the other or others in connection with
and according to the terms of this Agreement, such notice shall be deemed given
when it shall have been deposited via U.S. Registered or Certified mail with
sufficient postage pre-paid thereon to carry it to its addressed destination. The
notice shall be addressed as follows:
As to the CITY: City Manager City of Key West
P.O. Box 1409
Key West, FL 33041
As to the COUNTY: County Administrator
Monroe County Board of County Commissioners
1100 Simonton Street
Key West,FL 33040
At to the CHD: Administrator and Health Officer
Monroe County Health Department
1100 Simonton St.
Key West, FL 33040
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•
This Agreement and the provisions thereof shall be governed by and construed and
enforced in accordance with the laws of the State of Florida; venue for any action regarding this
Agreement shall be in Monroe County, Florida.
IN WITNESS WHEREOF,the parties hereto have set their hands and seal the day and year
first written above.
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- 6 ;,-- \\<A,\,°� BOARD OF ,�COUNTY COMMISSIONERS
;;: i J ,'�\ ATTEST: KEVIN MADOK, CLERK OF MONRO1 OUNTY, FLORIDA
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"' '" B By: S '� is
Deputy Clerk
STATE OF FLORIDA, DEPARTMENT OF
HEALTH, MONROE COUNTY HEALTH
DEPARTMENT
By: Robe . Eadie, . .,
HD Administrator and Health Officer
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A ROVED A 4NEY M
PEDRO J. ERCADO
ASSISTANT C NTY ATTORN Y
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1 9.76ft 7.76ft 7.69R
1,074.38 total sq/ft
Administrative Space
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830 Emma Street Exhibit A