Item C04 C.4
G BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
March 21, 2019
Agenda Item Number: C.4
Agenda Item Summary #5247
BULK ITEM: Yes DEPARTMENT: Facilities Maintenance
TIME APPROXIMATE: STAFF CONTACT: Alice Steryou (305) 292-4549
None
AGENDA ITEM WORDING: Approval of a Lease Agreement with the State of Florida
Department of Health, Monroe County Health Department to provide continued office space at the
Gato Building, 1100 Simonton Street, Key West, FL. The LESSEE will pay the COUNTY the sum
of$-0-per year for said space.
ITEM BACKGROUND: Since 2009, the Florida Department of Health (DOH) has been leasing
office space at the Gato Building for the purpose of delivering public health related education,
chronic diseases prevention, preparation for emergencies affecting public health, maintenance of
vital statistics information and certifications, administrative support, delivery of clinical services,
and environmental testing and inspection programs. In 2014, the environmental testing and
inspection programs offices were relocated to the DJJ Building on Stock Island to be closer to the
building department and better serve the residents and businesses requiring permits for wastewater
connections. Thereafter, the DOH Administrative staff was relocated from Gato Bldg., 1st Floor, to
the 2nd Floor offices previously occupied by the environmental testing staff. This was done because
the clinic, previously leased from Offices of the Northside, on Northside Drive, Key West, and that
lease was not renewed, so that clinic now occupies space previously occupied by the DOH
administrative staff. On April 20, 2016, the BOCC approved adding room 1-184 of 79.8 square feet
and removing rooms 1-178, 1-179, 1-180 and 1-183 of 332.64 square feet from the lease. The square
footage changed from 1,872.57 to 1,619.73. On June 20, 2018, the BOCC approved the annual lease
including office space, storage, and common areas occupied, but not identified in the previous lease.
Exhibits A and B identify rooms on the first and second floors and square footage per room. The
Health Department leases a total of 10,115 square feet in the Gato Building. The term is for a one
(1) year period beginning May 1, 2019, through April 30, 2020. The lease has been satisfactory for
both parties and Florida Department of Health is once again requesting to lease the space at no
charge.
PREVIOUS RELEVANT BOCC ACTION:
Approval of annual lease agreements since 2009.
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C.4
CONTRACT/AGREEMENT CHANGES:
New one-year agreement with a term beginning May 1, 2019, through April 30, 2020.
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
GATO Lease
FINANCIAL IMPACT:
Effective Date: May 1, 2019
Expiration Date: April 30, 2020
Total Dollar Value of Contract: N/A
Total Cost to County: N/A
Current Year Portion: N/A
Budgeted: Yes
Source of Funds: N/A
CPI: No
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant: No
County Match: No
Insurance Required: Yes
Additional Details: Approval of annual lease agreements since 2009.
None
REVIEWED BY:
Patricia Eables Completed 03/05/2019 11:21 AM
William DeSantis Completed 03/05/2019 11:25 AM
Budget and Finance Completed 03/05/2019 11:26 AM
Maria Slavik Completed 03/05/2019 11:55 AM
Kathy Peters Completed 03/06/2019 11:09 AM
Board of County Commissioners Pending 03/21/2019 9:00 AM
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C.4.a
LEASE AGREEMENT
This Agreement is made and entered into this 21st day of March, 2019, by
MONROE COUNTY, a political subdivision of the State of Florida, whose address is
1100 Simonton Street, Key West, Florida 33040, ("COUNTY" or the "LESSOR"), and
STATE OF FLORIDA, DEPARTMENT OF HEALTH, MONROE COUNTY HEALTH
DEPARTMENT ("TENANT" or the "LESSEE"), a non-profit corporation incorporated in
the State of Florida, whose address is 1100 Simonton Street, Key West, Florida
33040.
WHEREAS, the COUNTY leases premises to other governmental agencies
and not-for-profit organizations serving the County community; and
WHEREAS, the State of Florida, Department of Health, Monroe County
Health Department has requested use of County office space; and
WHEREAS, the State of Florida, Department of Health, Monroe County
Health Department provides essential services to the citizens of Monroe County,
and works to improve the health of the public through preparedness, education,
prevention, the delivery of clinical services, and by conducting environmental
inspection and testing programs; and
WHEREAS, the COUNTY owns an office building known as the Gato Building
at 1100 Simonton Street, Key West, Florida; and
WHEREAS, the Gato Building has a number of vacant offices due to the
reduction of the County workforce; and
WHEREAS, the COUNTY has determined that is in the best interests of
Monroe County to lease unused office space at the Gato Building;
NOW THEREFORE, IN CONSIDERATION of the promises contained herein the
parties agree to the following:
1. PROPERTY". The COUNTY leases to the LESSEE 10,115 square feet of office
space, storage, and common area in the Gato Building, which is shown on Exhibit
"A" and Exhibit "B" hereafter identified as the "Premises." Exhibit "A"-First Floor
Gato, Exhibit "A"-Second Floor Gato, and Exhibit "B"-Rooms with square footage,
are attached hereto and made a part of this Agreement.
2. TERM. The term of this Agreement is for a period of one (1) year beginning
May 1, 2019, and terminating on April 30, 2020.
3. USE AND CONDITIONS. The premises shall be used solely for the
purposes of delivering State of Florida, Department of Health, Monroe County
Health Department services, including public health related education, chronic
disease prevention, preparation for emergencies affecting public health,
maintenance of vital statistics information and certifications, administrative support,
delivery of clinical services, and environmental testing and inspection programs. If
the Premises are used for any other purpose, the COUNTY shall have the option of
immediately terminating this Agreement. LESSEE shall not permit any use of the
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Premises in any manner that would obstruct or interfere with any COUNTY functions
and duties.
The LESSEE will further use and occupy said Premises in a careful and proper
manner, and not commit any waste thereon. LESSEE will not cause, or allow to be
caused, any nuisance or objectionable activity of any nature on the Premises. Any
activities in any way involving hazardous materials or substances of any kind
whatsoever, either as those terms may be defined under any State or Federal laws
or regulations or as those terms are understood in common usage, are specifically
prohibited. The LESSEE will not use or occupy said Premises for any unlawful
purpose and will, at LESSEE's sole cost and expense, conform to and obey any
present or future ordinance and/or rules, regulations, requirements and orders of
governmental authorities or agencies respecting the use and occupation of said
Premises. These covenants of the LESSEE shall also be binding on the use of the
Premises by personnel, volunteers, or clients of LESSEE in accessing any common
areas of the Gato Building.
4. RENT. For the use of the Premises, the LESSEE must pay the COUNTY the
sum of $-0- per year, for 10,115 square feet of office space at $-0- per square
foot, which rental sum is due in monthly installments of $-0-. The COUNTY will
invoice the LESSEE each month and these twelve (12) monthly payments shall be
remitted to Monroe County Clerk's Office, 500 Whitehead Street, Key West, FL
33040. If a warrant in payment of an invoice is not issued within forty (40) days
after receipt of the invoice and receipt, inspection, and approval of the goods and
services, the LESSEE shall pay to the LESSOR, in addition to the amount of the
invoice, interest at a rate established pursuant to Florida Statutes, Section 55.03(1)
on the unpaid balance from the expiration of such forty (40) day period until such
time as the warrant is issued to the LESSOR.
a) Additional consideration from each party:
Electricity, office maintenance, office cleaning, and local phone calls will be
provided by LESSOR at no additional cost to LESSEE, unless the occupation of the
Premises has a significant impact on any of such costs to LESSOR, in which case E
the parties will either renegotiate the consideration or mutually terminate this
agreement. LESSEE shall be entitled to use the common areas of the Gato
Building, such as bathrooms, lobby, and other common areas incidental to the
purpose of their occupancy of the Premises, including use of conference rooms.
5. TAXES. The LESSEE must pay all taxes and assessments, including any
sales or use tax, levied by any government agency with respect to the LESSEE's
operations on the Premises. If at any time after any tax or assessment has become
due or payable, the LESSEE, or its legal representative, neglects to pay the tax or
assessment, LESSOR shall be entitled to pay the tax or assessment at any time
after that and the amount paid by LESSOR shall be deemed to be additional rent for
the leased Premises, due and payable by the LESSEE.
6. INSURANCE. The Department of Health, State of Florida, provides General
Liability Coverage for Monroe County Health Department Operations through the
Division of Risk Management and the State Risk Management Trust Fund. Florida
Statutes, Chapter 284 and Section 768.28(16) authorize the State to administer a
self-insurance program and Florida Statutes, Section 768.28(5) currently sets the
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general liability coverage limits as follows: $200,000 each person; $300,000 each
occurrence.
7. CONDITION OF PREMI E . The LESSEE must keep the Premises in good
order and condition. The LESSEE must promptly repair damage to the Premises.
At the end of the term of this Agreement, the LESSEE must surrender the Premises
to the COUNTY in the same good order and condition as the Premises were on the
commencement of the term, normal wear and tear excepted. The LESSEE is solely
responsible for any improvements to land and appurtenances placed on the
Premises.
8. IMPROVEMENTS. No structure or improvements of any kind shall be placed
upon the land without prior approval in writing by the County Administrator, a
building permit issued by the COUNTY and any other agency, federal or state, as
required by law. Any such structure or improvements shall be constructed in a
good and workmanlike manner at LESSEE's sole cost and expense. Subject to any
landlord's lien, any structures or improvements constructed by LESSEE shall be
removed by the LESSEE at LESSEE's sole cost and expense, by midnight on the day
of termination of this Agreement or extension hereof, and the land restored as
nearly as practical to its condition at the time this agreement is executed unless the
Board of County Commissioners accepts in writing delivery of the Premises together
with any structures or improvements constructed by LESSEE. Portable or temporary
advertising signs are prohibited.
LESSEE shall perform, at the sole expense of LESSEE, all work required in
the preparation of the property or premises hereby leased for occupancy by
LESSEE; and LESSEE does hereby accept the leased property or premises as now
being in fit and tenantable condition for all purposes of LESSEE.
COUNTY reserves the right to inspect the leased area and to require
whatever adjustment to structures or improvements as COUNTY, in its sole
discretion, deems necessary. Any adjustments shall be done at LESSEE's sole costs
and expense. Any building permits sought by LESSEE shall be subject to permit
fees at LESSEE's sole cost and expense.
9. INDEMNIFICATION HOLD HARMLESS. The parties to this Lease
Agreement stipulate that each is a state governmental agency as defined by Florida
Statutes and represents to the other that it has purchased suitable Commercial
General Liability, Business Automobile Liability, and Workers' Compensation
insurance, or is self-insured, in amounts adequate to respond to any and all claims
within the limitations of Sections 768.28 and 440, Florida Statutes, arising out of
the activities governed by this Lease Agreement.
As between the governmental entity parties to this Lease Agreement, each party is
responsible for any negligent acts or omissions on the part of its own employees,
agents, contractors, and subcontractors and shall defend, indemnify and hold the
other governmental entity party harmless from claims arising out of such negligent
acts or omissions, and agrees to be liable to the statutory limits for any damages
proximately caused by said acts or omissions, or intentional tortious acts.
The governmental entity parties to this agreement stipulate that the agreement
does not contain any provision that requires one party to indemnify or insure the
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other party for the other party's negligence or to assume any liability for the other
party's negligence. The governmental entities are prohibited from entering into
agreements to indemnify another agency or subdivision of the state for the other
entity's negligence or to assume any liability for the other entity's negligence.
Nothing contained in this Section shall be construed to be a waiver by either party
of any protections under sovereign immunity, Section 768.28 Florida Statutes, or
any other similar provision of law. Nothing contained herein shall be construed to
be a consent by either party to be sued by third parties or to be liable to third
parties in any matter arising out of this or any other Agreement.
The COUNTY and the other governmental agency do not get named as an additional
insured on each other's policies.
10. NON—DISCRIMINATION. 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 Agreement 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 a
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 U)
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 VIII of the Civil
Rights Act of 1968 (42 USC §§3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating
to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter
14, Article II, which prohibits discrimination on the basis of race, color, sex,
religion, national origin, ancestry, sexual orientation, gender identity or expression,
familial status or age; 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 Agreement.
11. TERMINATION. This Agreement may be terminated with cause at the
discretion of the COUNTY in the following circumstances:
a) Lessee fails to pay the rent when due;
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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.
Unless the COUNTY has accepted in writing a delay in performance of duties, the
failure to perform said duties shall constitute a default under the terms of this
agreement. In the case of default/breach, the COUNTY shall first give LESSEE a
written notification stating the default/breach and that Lessee has ten (10) days to
correct the default/breach. If the Lessee has not commenced correction of the
default/breach at the end of the ten (10) days, then the COUNTY may terminate
the Lease in its discretion. If it shall be necessary to employ the services of an
attorney in order to enforce its rights under this Agreement, the COUNTY shall be
entitled to reasonable attorney's fees. Waiver of a default in any particular month
shall not bind the COUNTY to forego the provisions of this paragraph and any
subsequent default shall be grounds for termination. The COUNTY may in its
discretion treat the LESSEE in default and terminate this Agreement immediately,
without prior notice, upon failure of LESSEE to comply with any provision of this
Agreement. LESSEE may terminate this Agreement upon giving thirty (30) days
prior written notice to COUNTY. U)
COUNTY may terminate this Agreement without cause by providing Lessee
with written notice of termination at least sixty (60) days prior to the date of
termination.
12. DEFAIIILT°. LESSOR'S right to repossess, operate, or sublease: If the rental
reserved by this Lease or other charges to be paid under this Lease by LESSEE, or
any part of this Lease, are not paid when due and remain unpaid for a period of ten
(10) days after notice in writing, or if LESSEE fails to promptly perform any
covenant, condition, or agreement by it to be performed under this Lease and such
failure shall continue for a period of ten (10) days after notice in writing specifying
the nature of such failure, or if LESSEE abandons the demised Premises, or if
LESSEE breaches any obligation under this Lease to be performed by it which E
cannot be cured, then , and in any such event, LESSEE shall be deemed to be in
default and LESSOR, without further notice may at its option take possession of the
leased Premises, including all improvements and fixtures and equipment located at,
in or about the Premises.
By legal proceedings, LESSOR shall take, operate, or sublease the Premises,
in whole or in part, for the account of the LESSEE as the LESSOR in good faith may
deem proper, for a term not exceeding the unexpired period of the full term of this
Lease. LESSOR shall receive all proceeds and rent accruing from such operation or
subleasing of the leased Premises or fixtures and equipment. LESSOR shall apply
these proceeds first, to the payment of all costs and expenses incurred by the
LESSOR in obtaining the possession of, and the operation or subleasing of the
Premises or fixtures and equipment, including reasonable attorney's fees,
commissions, and collection fees, and any alteration or repairs reasonably
necessary to enable the LESSOR to operate or sublease the Premises or fixtures
and equipment; and second, to the payment of all such amounts as may be due or
become payable under the provisions of this Lease. The remaining balance, if any,
given by the LESSOR to the LESSEE, shall be paid over to the LESSEE at the
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expiration of the full term of this Lease or on the sooner termination of the Lease
by written notice of termination.
Repossession or subleasing not a termination; LESSOR'S right to terminate
not forfeited: No repossession, operation, or subleasing of the Premises or of
fixtures and equipment shall be construed as an election by the LESSOR to
terminate this Lease unless a written notice of such intention is given by the
LESSOR to the LESSEE. Notwithstanding any such operation or subleasing without
termination of this Lease, the LESSOR may at any time after that elect to terminate
the Lease in the event that the LESSEE remains in default under this Lease.
LESSEE'S obligation to pay deficiencies: In the event the proceeds of rentals
received by the LESSOR under the provisions of this Section are insufficient to pay
all costs and expenses and all amounts due and becoming due under this Lease, the
LESSEE shall pay to the LESSOR on demand such deficiency as may occur or exist.
LESSOR'S right to terminate Lease: In the event of LESSEE'S default,
LESSOR may, at its option without further notice, terminate this Lease and all
interest of LESSEE under this Lease, and may then take possession of the leased
Premises by legal proceedings.
LESSOR'S right on termination to recover amount equal to rent reserved: If
this Lease is terminated by the LESSOR by reason of any default by LESSEE,
LESSOR shall be entitled to recover from the LESSEE, at the time of such
termination the excess, if any, of the amount of rent reserved in this Lease for the
balance of the term of the Lease.
LESSOR'S remedies are cumulative: Each and all of the remedies given to
the LESSOR in this Lease or by law are cumulative, and the exercise of one right of U)
remedy shall not impair its right to exercise any other right or remedy.
13. DEFAULT-WAIVER. The waiver by the LESSEE or the COUNTY of an act or
omission that constitutes a default of an obligation under this Agreement does not
waive another default of that or any other obligation.
14. ASSIGNMENT. The LESSEE may not assign this Agreement or assign or �
subcontract any of its obligations under this Agreement without the approval of the
COUNTY's Board of County Commissioners. All the obligations of this Agreement
will extend to and bind the legal representatives, successors and assigns of the
LESSEE and the COUNTY.
15. SUBORDINATION. This Agreement is subordinate to the laws and
regulations of the United States, the State of Florida, and the COUNTY, whether in
effect on commencement of this Lease or adopted after that date.
16. GOVERNING LAWS/VENUE. This Agreement is governed by 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 Agreement, 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 interpretations of the terms or a term
of this Lease Agreement by or between any of them, the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding.
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17. CONSTRUCTION. This Agreement has been carefully reviewed by the
LESSEE and the COUNTY. Therefore, this Agreement is not to be construed against
either party on the basis of authorship.
18. NOTICES. Notices in this Agreement, unless otherwise specified, must be
sent by certified mail to the following:
COUNTY LESSEE
County Administrator Monroe County Health Department
Roman Gastesi, Jr. Robert Eadie, Administrator
1100 Simonton Street 1100 Simonton Street
Key West, FL 33040 Key West, FL 33040
19. RELATIONSHIP OF PARTIES. LESSEE is, and shall be, in the performance
of all works, services, and activities under this Agreement, an independent agency,
and not an employee, agent, or servant of the COUNTY. LESSEE shall exercise
control, direction, and supervision over the personnel and volunteers who use the
Premises. LESSEE shall have no authority whatsoever to act on behalf and/or as
agent for the COUNTY in any promise, agreement or representation other than
specifically provided for in this agreement. The COUNTY shall at no time be legally
responsible for any negligence on the part of LESSEE, its employees, agents, or
volunteers resulting in either bodily or personal injury or property damage to any
individual, property, or corporation.
20. FULL UNDERSTANDING. This Agreement is the parties' final mutual
understanding. It replaces any earlier agreements or understandings, whether
written or oral. This Agreement cannot be modified or replaced except by another
written and signed agreement. U)
21. RIGHT OF INGRESS AND EGRESS. LESSEE, its agent, employees,
customers, suppliers, and patrons shall have the right of ingress and egress to and
from the leased Premises, which shall not be unreasonably restricted by the
COUNTY.
22. RIGHT OF INSPECTION AND REPAIRS. LESSOR shall have access to the
Premises, and each and every part thereof, during LESSEE'S regular business hours
for the purpose of inspecting the same, making repairs, and posting notices that
LESSOR may deem to be for the protection of the LESSOR or the property.
23. AMENDMENTS TO BE IN WRITING. This Lease may be modified or
amended only by a writing duly authorized and executed by both LESSOR and
LESSEE. It may not be amended or modified by oral agreements or understandings
between the parties unless the same shall be reduced to writing duly authorized
and executed by both LESSOR and LESSEE.
24. HOLDING OVER. No holding over and continuation of any business of the
LESSEE after the expiration of the term hereof shall be considered to be a renewal
or extension of this Lease unless written approval of such holding over and a
definite agreement to such effect is signed by the LESSOR defining the length of
such additional term. Any holding over without consent of the LESSOR shall be
considered to be a day-to-day tenancy at a rental of three (3) times the daily rate
of the fixed minimum monthly rental provided herein, computed on the basis of a
thirty (30) day month.
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25. 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.
26. SEVERANBILITY. If any term, covenant, condition or provision of this Lease
Agreement (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 Agreement,
shall not be affected thereby; and each remaining term, covenant, condition and
provision of this Lease Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law unless the enforcement of the remaining terms,
covenants, conditions and provisions of this Lease Agreement would prevent the
accomplishment of the original intent of this Lease Agreement. The LESSOR and
LESSEE agree to reform the Lease Agreement to replace any stricken provision with
a valid provision that comes as close as possible to the intent of the stricken
provision.
U)
27. 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, and out-
of-pocket expenses, as an award against the non-prevailing party, and shall include
attorney's fees, courts costs, and out-of-pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Lease Agreement
shall be in accordance with the Florida Rules of Civil Procedure and usual andcu
customary procedures required by the circuit court of Monroe County.
28. BINDING EFFECT. The terms, covenants, conditions, and provisions of this
Lease Agreement shall bind and inure to the benefit of the LESSOR and LESSEE and
their respective legal representatives, successors, and assigns. E
29. AUTHORITY. Each party represents and warrants to the other that the
execution, delivery, and performance of this Lease Agreement have been duly
authorized by all necessary County and corporate action, as required by law.
30. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. LESSOR and
LESSEE agree that all disputes and disagreements shall be attempted to be
resolved by meet and confer sessions between representatives of each of the
parties. 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 Agreement or by Florida law.
31. 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 Agreement, 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 Agreement or
provision of the services under this Lease Agreement. LESSOR and LESSEE
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specifically agree that no party to this Lease Agreement shall be required to enter
into any arbitration proceedings related to this Lease Agreement.
32. COVENANT OF NO INTEREST. LESSOR and LESSEE covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict
in any manner or degree with its performance under this Lease Agreement, and
that the only interest of each is to perform and receive benefits as recited in this
Lease Agreement.
33. CODE OF ETHICS. LESSOR 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.
34. 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
Agreement 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 Agreement. For the breach or
violation of the provision, the LESSEE agrees that the LEESSOR shall have the right
to terminate this Lease Agreement 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.
35. PUBLIC RECORDS COMPLIANCE. Lessee must comply with Florida public
records laws, including but not limited to Chapter 119, Florida Statutes and Section
24 of Article I of the Constitution of Florida. The COUNTY and LESSEE shall allow
and permit reasonable access to, and inspection of, all documents, records, papers,
letters or other "public record" materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by
the COUNTY and LESSEE in conjunction with this Lease Agreement and related to
contract performance. The COUNTY shall have the right to unilaterally cancel this
Lease Agreement upon violation of this provision by the LESSEE. Failure of the
LESSEE to abide by the terms of this provision shall be deemed a material breach of
this Lease Agreement and the COUNTY may enforce the terms of this provision in
the form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the Lease Agreement.
The LESSEE is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to Fla. Stat., Sec. 119.0701, and the terms and conditions of this Lease
Agreement, the Lessee is required to:
(1) Keep and maintain public records that would be required by the COUNTY to
perform the service.
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C.4.a
(2) Upon receipt from the COUNTY'S custodian of records, provide the COUNTY
with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in this
chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law for the duration of the Lease Agreement term and following completion of the
agreement if the LESSEE does not transfer the records to the COUNTY.
(4) Upon completion of the Lease Agreement, transfer, at no cost, to the County
all public records in possession of the LESSEE or keep and maintain public records
that would be required by the COUNTY to perform the service. If the LESSEE
transfers all public records to the COUNTY upon completion of the agreement, the
LESSEE shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the LESSEE keeps and
maintains public records upon completion of the agreement, the LESSEE shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the COUNTY, upon request from the COUNTY'S
custodian of records, in a format that is compatible with the information technology
systems of the COUNTY.
(5) A request to inspect or copy public records relating to a COUNTY contract
must be made directly to the COUNTY, but if the COUNTY does not possess the
requested records, the COUNTY shall immediately notify the LESSEE of the request,
and the LESSEE must provide the records to the COUNTY or allow the records to be
inspected or copied within a reasonable time.
If the LESSEE does not comply with the COUNTY'S request for records, the COUNTY
shall enforce the public records contract provisions in accordance with the Lease
Agreement, notwithstanding the COUNTY'S option and right to unilaterally cancel
this agreement upon violation of this provision by the LESSEE. A LESSEE who fails
to provide the public records to the COUNTY or pursuant to a valid public records
request within a reasonable time may be subject to penalties under Section 119.10,
Florida Statutes.
The LESSEE shall not transfer custody, release alter, destroy or therwise
disp2se_of any ublic records unless or otherwise provided in this prgvisipon
r as ptherwise argovided by law. IF THE LESSEE HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES TO
THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
LEASE _AGREEMENT CONTACT THE CUSTODIANI OF PUBLIC RECORDS
BRIAN BRADLEY AT PHONE# 305-252-3470 BRADLEY-
BRIAN MONROECOUNTY-FL.GOV MONROE COUNTY ATTORNEY'S OFFICE
1111 12TH STREET SUITE 408 KEY WEST FL 33040.
36. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec.
768.28, Florida Statutes, the participation of the LESSOR and LESSEE in this Lease
Agreement and the acquisition of any commercial liability insurance coverage, self-
insurance coverage, or local government liability insurance pool coverage shall not
be deemed a waiver of immunity to the extent of liability coverage, nor shall any
contract entered into by the LESSOR be required to contain any provision for
waiver.
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C.4.a
37. 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 LESSOR,
when performing their respective functions under this Lease Agreement 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.
38. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled
to rely upon the terms, or any of them, of this Lease Agreement to enforce or
attempt to enforce any third-party claim or entitlement to or benefit of any service
or program contemplated hereunder, and the LESSOR and LESSEE agree that
neither the LESSOR nor the LESSEE or any agent, officer, or employee of either
shall have the authority to inform, counsel, or otherwise indicate that any particular
individual or group of individuals, entity or entities, have entitlements or benefits
under this Lease Agreement separate and apart, inferior to, or superior to the
community in general or for the purposes contemplated in this Lease Agreement.
39. ATTESTATION& LESSEE agrees to execute such documents as the LESSOR �
may reasonably require, to include a Public Entity Crime Statement, an Ethics
Statement, and a Drug-Free Workplace Statement.
40. EXECUTION IN COUNTERPARTS. This Lease Agreement 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 Agreement by signing any such counterpart.
41. EFFECTIVE DATE. This Agreement will take effect on May 1, 2019.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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C.4.a
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by
its duly authorized representative.
(SEAL) BOARD OF COUNTY COMMISSIONERS OF
ATTEST: KEVIN MADOK, CLERK MONROE COUNTY, FLORIDA, LESSOR
By By
Deputy Clerk Mayor/Chairman
STATE OF FLORIDA, DEPARTMENT OF
HEALTH, MONROE COUNTY HEALTH
DEPARTMENT, LESSEE U)
Witness 1 Signature
By
Printed Name Date
Title Administrator
Witness 62 Signature Date
Printed Name Date
MONROE COUNTY ATTORNEY'S OFFICE
A MR D AS 1F
PATRICIA EABLES
ASSISTA T C U TY A ORNEY
DATE: „
12
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Gato-Health Department EXHIBIT B
ROOM# S uare Foota a ROOM# Isquare Footage
1 280 HEALTHY START SUITE 175
3 216 CE 200
4 40 CE 88
5 77 CE 88
6 88 CE 275
7 40 1-176 248
8 88 1-177 176
9 88 1-177 rear 100
10 176 1-177 rear 65
11 18 1-181 83
12 22 1-188 114
13 304 1-188 57
14 175 1-184 80
15 88 1-187 81
16 88 UPSTAIRS
17 35 242 310
18 88 241 149
19 40 243 169
20 44 244 170
21 88 245 145 U)
23 88 246 85 as
24 88 247 85
CL
25 88 248 85 as
Supply Closet by room 28 40 249 85
26 127 250 172
27 96 1 2-231 (hall closet) 110
.�._28 96
29 96 U)
30 96
31 256
32 80 GROSS AREA TOTALS 10,115
33 192 Net Area 7,731
34 80 Common Areas ,384
35 192
36 88
37 192
38 128
39 250
40 176
41 256
42 118
42 58
112 86
112 258
113 192
123 121
137 50
Corridors 1,225
Packet Pg. 140