Item C02 C.2
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
May 22, 2019
Agenda Item Number: C.2
Agenda Item Summary #5404
BULK ITEM: Yes DEPARTMENT: Facilities Maintenance
TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292-4441
no
AGENDA ITEM WORDING: Approval of a first amendment to lease agreement with Roberto
Sanchez, Trustee of certain Land Trust dated October 21, 1991, and Southernmost Development,
Inc., reducing the square footage of office space from 4,339 square feet to 3,559 square feet at the
Professional Plaza Building in Key West for the Public Defender's office. Annual cost of the lease is
reduced from $154,374.00 to $126,623.00 and is paid from ad valorem funds.
ITEM BACKGROUND:
The Lessors and the Lessee have agreed to adjust the rent based on the adjusted lease area included
in the revised description of the Premises. This Lease Amendment reduces the 4,339 square feet of
office space to 3,559 square feet at the Professional Plaza Building in Key West for the Public
Defender's office. The initial Lease also included Suite 312, which subsequently was not available
for rent when the County was to take possession of the Premises, so this Amendment removes Suite
312. As a result of the reduction in square footage, the rental cost of the lease is reduced from
$154,374.00 to $126,623.00 annually. This amendment is retroactive to February 1, 2019.
PREVIOUS RELEVANT BOCC ACTION:
January 23, 2019 The BOCC approved a Lease Agreement for an initial period of up to
three (3) years beginning February 1, 2019, through January 31, 2022, for 4,339 square feet (SF) in
the Professional Plaza Building at 1111 12th Street, Suites 301, 302, 311 and 312, Key West, Florida
33040. The Public Defender's lease at its previous location on Eisenhower Avenue in Key West
expired on March 31, 2019, and the owner did not agree to an extension. County staff located a
building for a permanent location for the Public Defender's offices at 316 Simonton Street in Key
West, but the purchase would require significant buildout that would result in more time than the
Eisenhower lease provided. The BOCC approved the purchase of the 316 Simonton Street property
at its meeting on February 20, 2019. The interim location lease terms provide for multiple three (3)
year extensions as a precaution since staff does not know how long the buildout will take to
complete. The Lease also provides for termination should space become available in a County or
State owned building.
CONTRACT/AGREEMENT CHANGES:
Packet Pg. 80
C.2
First Amendment to the Public Defender Lease at the Professional Plaza
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
PD First Amendment to Lease- signed
O1/23/2019 Lease
FINANCIAL IMPACT:
Effective Date: February 1, 2019
Expiration Date: January 31, 2022
Total Dollar Value of Contract: $379,869.00
Total Cost to County: $379,869.00
Current Year Portion: $84,415.36
Budgeted: Yes
Source of Funds: General Fund
CPI: Yes annually
Indirect Costs: Staff time and maintenance of the facility
Estimated Ongoing Costs Not Included in above dollar amounts: TBD
Revenue Producing: No If yes, amount:
Grant: N/A
County Match: N/A
Insurance Required: N/A
Additional Details: This Amendment reduces the square footage of office space and decreases the
rent amount.
The Lessors and the Lessee have agreed to adjust the rent based on the adjusted lease area
included in the revised description of the Premises.
REVIEWED BY:
Patricia Eables Completed 04/29/2019 3:03 PM
Kevin Wilson Completed 05/06/2019 3:31 PM
William DeSantis Completed 05/07/2019 9:25 AM
Budget and Finance Completed 05/07/2019 12:43 PM
Maria Slavik Completed 05/07/2019 3:49 PM
Kathy Peters Completed 05/07/2019 8:36 PM
Board of County Commissioners Pending 05/22/2019 9:00 AM
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FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO THE LEASE AGREEMENT is made and entered
into this 17th day of April, 2019, by and between Roberto Sanchez, as Trustee under
that certain Land Trust Agreement dated October 21, 1991, (FEID 65-6026453),
a "Land Trust", whose address is P.O. Box 414586, Miami Beach, Florida 33141
("LESSOR)", and Southernmost Development, Inc., a for profit corporation
incorporated in the State of Florida, whose address is P.O. Box 414586, Miami
Beach, Florida 33141 ("LESSOR)", and the BOARD of COUNTY COMMISSIONERS
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for MONROE COUNTY, a political subdivision of the State of Florida, whose address 40-
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is 1100 Simonton Street, Key West, Florida 33040, ("COUNTY" or "LESSEE")
WHEREAS, the Lessors and Lessee entered into a Lease Agreement dated
January 10, 2019, ("Lease Agreement"); and E
WHEREAS, the Lessors and Lessee have agreed to revise the description of the E
suites, which are included as part of the premises, in the Lease; and <
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WHEREAS, LESSOR, Roberto Sanchez, as Trustee under that certain Land Trust
Agreement dated October 21, 1991, owns Suites 301, 310, and 311, and LESSOR,
Southernmost Development, Inc., owns Suite 302; and
WHEREAS, the Lessors and Lessee have agreed to adjust the rent based on the
adjusted lease area included in the revised description of the premises; and .2
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the Lessors and the Lessee agree as follows:
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1. Paragraph 1, PROPERTY, of the Lease Agreement,,shall be replaced completely with
the following: 0 U)
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1. PROPERTY. LESSORS lease exclusively to the COUNTY the Suites
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identified as 301 and part of 302, part of 310, and 311 of the building known as the Key 0
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West Professional Building located at 1111 12th Street, Key West, Florida 33040, as
more particularly shown on Exhibit "A-revised — 1st Amendment", hereafter the
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"Premises," containing 2,339 square feet; 220 square feet; and, 1,000 square feet, <
respectively. Exhibit "A-revised" is attached hereto and made a part of this Agreement.
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2. Paragraph 4.A., RENT, of the Lease Agreement, shall be replaced completely with
the following:
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4. RENT.
A. For the use of the Premises, the LESSEE must pay the LESSORS the total rental
sum of One Hundred Twenty-six Thousand Six Hundred Twenty-three and 00/100
($126,623.00) Dollars per year, due in monthly installments payable in arrears upon
receipt of 6 proper Invoice from each LESSOR or a combined Invoice from both
LESSORS for the entire Premises identified in Exhibit "A-revised — 1st Amendment",
Professional Plaza Lease
First Amendment
page 1 of
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................................................... .......................'.......................... ....... ..............................................
pursuant to the Florida Prompt Payment Act, Sections 218.70, Florida Statutes, et. seq,
Each LESSOR agrees that there will be one(1)comprehensive monthly rental payment
for the entire Premises, which shall be made payable to Roberto Sanchez, Trustee,
with said monthly rent payments sent to:
Roberto Sanchez, Trustee
P.O. Box 414586 N
Miami Beach, Florida 33141
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3. Paragraph 7.A., INSURANCE, of the Lease Agreement, shall be replaced completely 40-
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with the following:
7. INSURANCE.
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A. LESSORS shall obtain and keep in force, insurance coverage insuring against any E
loss or damage to the Premises caused by fire, windstorm, flood, or other such hazards,
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as well as a policy of comprehensive public liability insurance insuring LESSORS and
LESSEE against any and all claims for damages to person or property, or loss of life or
of property, occurring upon, in or about the Premises, for any defects, acts, or omissions
other than those caused solely by LESSORS, its officers, employees, and agents. Any
insurance proceeds from proper insurance policies maintained by LESSORS will be used
.2
to restore the building and Premises to its pre-loss state, unless this Lease is terminated
pursuant to Paragraph 12 of the Lease Agreement.
4. Exhibit "A" attached to the Lease Agreement is replaced in its entirety with the
attached new Exhibit "A— revised - 1st Amendment" and made a part hereof. U)
5. This First Amendment shall be retroactive to February 1, 2019. U)
6. The remaining terms of the Lease Agreement dated January 10, 2019, as amended, 0
not inconsistent herewith, shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have hereto set their hands and seals the
day and year first above written.
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(SEAL) Roberto Sanchez, as Trustee, under
ATTEST: that certain LAN
D AGREEMENT U_
dated Plctolliiir 21, 19' 1,
LESSOR
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BY: A,,A92 BY:
am/ee �&ii) T�(F,0 ��tr/7--
Prin d N Printed Name: e� 6 e;
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Title: Title:
Professional Plaza Lease
First Amendment
page 2 of 3
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(SEAL) SOUTHERNMOST DEVELOPMENT,
INC., LESS
ATTEST:
BY BY:
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Title: Title: , ,,,, ' 0-
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(SEAL) MONROE COUNTY BOARD OF
ATTEST: KEVIN MADOK, CLERK COUNTY COMMISSIONERS,
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BY: BY;
Deputy Clerk Mayor/Chairperson
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MONROE COUNTY ATT"ORNEY'S OFFICE U)
A PRgvta AS TO FOR
PATRICIA EAGLES o
ASSISTANT COU ATT RNEY
DATE: � a�
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Professional Plaza Lease
First Amendment
page 3
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EXHIBIT A — revised -- 1st Amendment
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GV�S COURTq c
Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller— Monroe Count Florida
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DATE: January 29, 2019
TO: Alice Stervou
Contract Monitor
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FROM: Pamela G. Hancock, D.C. IL
SUBJECT: January 23`d BOCC Meeting U)
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Attched is an electronic copy of Item C11, Lease with Roberto Sanchez, Trustee of a
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certain Land Trust dated October 21, 1991, and Southernmost Development, Inc., for 4,339
square feet of office space at the Professional Plaza Building in Key West for the Public Defender.
as
Annual cost of the lease is $154,374.00 (is paid from ad valorem funds),for your handling.
Should you have any questions,please feel free to contact me at (305) 292-3550. Thank
you.
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cc: Facilities Supervisor
Countv Attornev
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 Plan
305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 89
-"= C.2.b
LEASE AGREEMENT
This Agreement is made and entered this �d da -� 20 b
Y �, Y
Roberto Sanchez, as Trustee under that certain Land r st reement dated
October 21, 1991, (FEID 65-6026453), a "land trust", whose ad Tess is P.O. Box
414586, Miami Beach, Florida 33141 ("LESSOR)", . and Southernmost
Development, Inc., a for profit corporation incorporated in the State of Florida, whose
address is P.O. Box 414586, Miami Beach, Florida 33141 ("LESSOR)", and the N
BOARD of COUNTY COMMISSIONERS for MONROE COUNTY, a political
subdivision of the State of Florida, whose address is 1100 Simonton Street, Key
West, Florida 33040, ("COUNTY" or "LESSEE").
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WHEREAS, LESSORS own an office building situated at 1111 12th Street,
Suites 301, 302, 311, and 312, Key West, Florida 33040; and
WHEREAS, LESSOR, Roberto Sanchez, as Trustee under that certain Land
Trust Agreement dated October 21, 1991, owns Suites 301, 311, and 312; and
LESSOR, Southernmost Development, Inc., owns Suite 302; and
WHEREAS, the COUNTY requires office space for the Monroe County Public
Defender's Office; U)
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND
CONSIDERATION CONTAINED HEREIN, THE PARTIESAGREE:
1. PROPERTY. LESSORS lease exclusively to the COUNTY the Suites
identified as 301 and 302, 311, and 312 of the building known as the Key West 2
Professional Building located at 1111 12th Street, Key West, Florida 33040, as more
particularly shown on Exhibit"A", hereafter the"Premises,"containing 2,339 square feet;
1,000 square feet; and, 1,000 square feet, respectively. Exhibit "A" is attached hereto
and made a part of this Agreement.
2. INITIAL TERM AND RENEWALS. The initial term of this Agreement is
from February 1, 2019, through January 31, 2022,unless earlier terminated as provided
in Paragraph 13, of this agreement. Should the Premises become available for the
Public Defender's office to be moved in at any date other than February 1, 2019, the
rental amount will be adjusted on a pro rata basis to reflect the changed date of
availability, and the natural termination date shall remain January 31, 2022. This
Lease may be renewed between the parties for three (3) additional, three (3)
year terms. Either party may request an extension of term no later than sixty
(60) days prior to expiration of the current term for a three-year extension, by
giving written notice to the other party. Thereafter three-year extensions may be
requested in the same manner and by mutual agreement of the parties, provided
LESSEE is not in default.
3. USE AND CONDITIONS.
A. The Premises shall be used solely for the operation of the Public Defender's
office. If the Premises are used for any other purpose, the LESSORS shall have the
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option of immediately terminating this Agreement. LESSEE shall not permit any use
of the Premises in any manner that would obstruct or interfere with any of the
LESSORS' duties as owners and LESSORS to maintain the building.
B. 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 anyway involving hazardous materials or substances of any kind
whatsoever, either as those terms may be defined under any state or federal laws N
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.
C. LESSEE, its employees and invitees, shall have the non-exclusive right to use
the common areas of the building, such as stairways, elevator, corridors, and parking,
and will abide by such reasonable rules as LESSORS may from time to time impose
regarding such use. LESSORS have the right to close off common areas from time to
time for repairs and maintenance and other reasonable purposes.
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4. RENT,
A. For the use of the Premises, the LESSEE must pay the LESSORS the total rental
sum of One Hundred Fifty-four Thousand Three Hundred Seventy-four and 00/100
($154,374.00) Dollars per year, due in monthly installments payable in arrears upon 2
receipt of a proper Invoice from each LESSOR or a combined Invoice from both
LESSORS for the entire Premises identified in Exhibit "A", pursuant to the Florida
Prompt Payment Act, Sections 218.70, Florida Statutes, et. seq. Each LESSOR
agrees that there will be one (1) comprehensive monthly rental payment for the entire
Premises, which shall be made payable to Robert Sanchez, Trustee, with said monthly
rent payments sent to:
Roberto Sanchez, Trustee
Pti.O. Box 414586
Miami Beach, Florida 33141
B. On the 1st day of February, 2020, and annually thereafter, there shall bean adjustment
to the base rent which shall be derived by taking the preceding year's rent and increasing
the same by three percent(3%) or the percentage change of the-Consumer Price Index for
the preceding twelve (12) months ending in the preceding December, whichever is lower.
"Index" shall mean the "Consumer Price Index for Urban Wage Earners and Clerical
Workers, U.S. City Average, all items (1967=100) Not Seasonally Adjusted" issued by the
Bureau of Labor Statistics of the United States Department of Labor. In the event the Index
shall hereafter be converted to a different standard reference base or otherwise revised,
the determination of the Percentage Increases (defined above) shall be made with the use
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of such conversion factor, formula, or table for converting the Index as may be published
by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with
the use of such conversion factor, formula, or table as may be published by Prentice Hall,
Inc., or, failing such publication, by any other nationally recognized publisher of similar
statistical information. In the event the Index shall cease to be published, then for the
purposes of this lease, there shall be substituted for the Index, such other Index as
LESSOR shall determine.
C. For any partial month within the term hereof, said rent shall be payable on a prorated N
basis. All rents shall be paid when due and interest for late payments shall be as set
by the Prompt Payment Act.
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D. In the event that funds cannot be obtained or cannot be continued at a level
sufficient to pay the lease price or the Public Defender's Office acquires adequate office
space in a County-owned or State-owned building, this lease may be terminated by the
LESSEE providing to LESSORS at least six (6) months' prior written notice of the
termination. Payment under a multiple year agreement is contingent upon annual
appropriation by the Board of County Commissioners.
E. Computations of those common areas and operating expenses normally passed U)
through to tenants have been applied to the Premises and included in the annual rent of
$154,374. Should the common area and operating expenses demonstrably increase more
than 3% in any year, County shall not withhold approval of any reasonable amendment to
address economic changes.
5. TAXES.The LESSEE is exempt from all taxes, including any sales or use tax, levied 2
by any government agency.
6. UTILITIES. The LESSORS shall pay all charges for water, solid waste, and sewage,
and the LESSEE shall pay for all electrical services used at the Premises during the lease term.
7. INSURANCE.
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A. LESSORS shall obtain and keep in force, insurance coverage insuring against any
loss or damage to the Premises caused by fire, windstorm, flood, or other such hazards, as
well as a policy of comprehensive public liability insurance insuring LESSORS and LESSEE
against any and all claims for damages to person or property, or loss of life or of property,
occurring upon, in or about the Premises, for any defects, acts, or omissions other than those
caused solely by LESSORS, its officers, employees, and agents.
B. LESSEE is self-insured and carries excess liability coverage, and is subject to limited
immunity from claims under Section 768.28, Fla. Stat. It shall be the exclusive obligation of
LESSEE to insure any and all contents of the leasehold premises and it is hereby agreed that
the LESSORS shall have no liability for loss or damage to the same from any cause whatsoever.
The LESSEE must keep in full force and effect the required insurance during the term
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of this Agreement. If the insurance policies originally purchased which meet the requirements
of this Lease are canceled, terminated, or reduced in coverage, then the LESSEE must
immediately substitute complying policies so that no gap in coverage occurs. Copies of current
policy certificates shall be filed with the COUNTY whenever acquired or amended.
8. CONDITION OF PREMISES. 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 LESSORS in the same good N
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, other than those
specified herein, which are placed on the Premises.
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9. IMPROVEMENTS. No structure or improvements of any kind shall be placed upon
the land without prior approval in writing by the LESSORS, a building permit issued by City of IL
Key West and any other agency, federal or state, permits 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 LESSOR'S lien, any structures or improvements constructed
by LESSEE shall be removed by the LESSEE at LESSEE'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 LESSORS accept
in writing delivery of the Premises together with any structures or improvements constructed by
LESSEE. Portable or temporary advertising signs are prohibited.
10. MAINTENANCE. LESSEE, at LESSEE'S expense, shall maintain the interior of the
Premises, and shall make all necessary repairs therein, including without limitation,
maintenance and repair of interior walls, windows, and doors. LESSEE shall provide monthly 2
maintenance to the air conditioning units within the Premises. LESSEE shall be responsible for
cleaning the interior of the Premises and maintaining all light fixtures in working order.
LESSORS are responsible to maintain and repair the exterior walls and roof of the building, as
well as the electrical wiring, the plumbing system serving the Premises, and the air conditioning
water tower equipment.
11. SIGNS. LESSEE may install a sign no larger than 2 feet by 3 feet which may be
placed near one of the doors to the common hallway of the building to denote the Public
Defender's Office. LESSORS shall provide a listing in the Building directory for the Public
Defender's Office. LESSEE will not exhibit, inscribe, paint, or affix any sign, advertisement,
notice, or other lettering on any part of the outside of the Premises or of the building of which
the leasehold premises are a part, or inside the Premises if visible from the outside,without first
obtaining approval from the LESSORS and LESSEE further agrees to maintain such sign,
lettering, etc., as may be approved, in good condition and repair at all times.
12. DESTRUCTION OR DAMAGE.
A. If the Premises are, or any part thereof, shall be damaged by fire or other casualty, LESSEE
shall give immediate notice thereof to LESSORS and this lease shall continue in full force and
effect except as hereinafter set forth.
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• C.2.b
B. If the Premises are partially damaged or rendered partially unusable by fire or other
casualty insured under the coverage obtained by the LESSORS, the damages thereto shall be
repaired by LESSORS, to the extent insurance proceeds are available. LESSORS will make
the repairs and restorations with all reasonable expedition, subject to delays due to adjustment
of insurance claims, labor troubles, and causes beyond LESSORS' control. After any such
casualty, LESSEE will cooperate with LESSORS' restoration by removing from the Premises
as promptly as possible, all of LESSEE'S salvageable inventory and moveable equipment, N
furniture, and other property.
C. (1) Total Destruction. If the Premises are rendered wholly unusable, the Lease shall
terminate immediately upon the date of such disaster, and no rent shall be due after such date.
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(2) Partial Destruction. If the Premises be so damaged that the LESSORS shall decide
to demolish it or rebuild it, then, in such events, LESSORS or LESSEE may elect to terminate
this lease by written notice to the other given within such casualty, specifying a date for the
expiration of the lease, which will not be more than sixty (60) days after giving such notice, and
upon the date specified in such notice the term of the lease will expire fully and completely as
if such date were the date set forth above for the termination of this lease. In such event,
LESSEE will forthwith quit, surrender, and vacate the Premises without prejudice however to
LESSORS' rights and remedies against LESSEE under the lease provisions in effect prior to
such termination, and any rent owing will be paid up to such date.
D. Nothing contained hereinabove will relieve LESSEE from any liability that may exist as a
result of damage from fire or other casualty. LESSEE acknowledges that LESSORS will not
carry insurance on LESSEE'S inventory and/or furnishings or any fixtures or equipment, .2
improvements, or appurtenances removable by the LESSEE, and agrees the LESSORS will
not be obliged to repair any damage thereto or replace the same. Except as expressly provided
herein to the contrary, this Lease shall not terminate nor shall there be any abatement of rent
as a result of a fire or other casualty which is the fault of, or caused by the LESSEE. LESSEE
shall be responsible to insure the improvements and repairs which LESSEE provides to the
Premises.
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13. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an
event of default hereunder:
A. Discontinuance by LESSEE of the conduct of its business in the Premises, for a period of
thirty(30) days or longer.
B. The filing of a petition by or against LESSEE for adjudication as a bankrupt or insolvent, or
for its reorganization or for the appointment of a receiver or proceedings under Chapter X
and/or Chapter IX of the Federal Bankruptcy Law; an assignment by LESSEE for the benefit
of creditors; or the taking possession of the property of LESSEE by any governmental
officer, court appointed receiver or agency pursuant to statutory authority for the dissolution
or liquidation of LESSEE.
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C. Failure of LESSEE to pay when due any installment of rent hereunder or any other sum
herein required to be paid by LESSEE.
D. Abandonment or desertion of the Premises or permitting the same to be empty and
Unoccupied, for any consecutive period of thirty (30) days or longer.
E. LESSEE'S failure to perform any non-monetary covenant or condition of this Lease within
ten (10) days after written notice and demand.
F. LESSOR'S failure to comply with any of the terms herein.
14. RIGHTS OF LESSORS UPON DEFAULT BY LESSEE. If the LESSEE is in default
as defined in subparagraphs A to D inclusive of Paragraph 13 and if the same is not cured
by the LESSEE within five (5) days after written notice to the LESSEE, or if the LESSEE is
in default pursuant to the provisions of sub-paragraph E of Paragraph 13, the LESSORS, in
addition to all rights and remedies granted under the laws of the State of Florida, shall have 0
any or all of the following rights:
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A. To re-enter and remove all persons and property from the Premises, and such
property may be removed and stored in a public warehouse or elsewhere at the cost of and U)
for the account of LESSEE, all without service of notice or resort to legal process and
without being deemed guilty of trespass, or becoming liable for loss or damage which may
be occasioned thereby; and/or
B. To terminate the lease and re-let the Premises for account of the LESSORS or within
the sole discretion of LESSORS the Premises may be re-let for the account of the LESSEE. 2
C. In the event of LESSORS'termination of this lease for LESSEE' breach hereunder,
in addition to any other remedy otherwise available at law or equity, LESSORS may recover
from LESSEE. all damages incurred by reason of such breach, including the cost of
recovering the Premises.
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15. RIGHTS OF LESSEE UPON DEFAULT BY LESSORS. In the event of LESSORS
breach of its obligations and duties under this agreement, LESSEE shall give the
LESSORS notice in writing of said breach and allow LESSORS thirty (30) working days to
remedy such defect. In the event that such defect is not cured within the requisite time, E
LESSEE may terminate this Lease upon giving thirty (30) days' written notice to the
LESSORS. In addition to any other remedy otherwise available at law or equity, LESSORS
may recover from LESSEE all damages incurred by reason of such breach, including the
cost of relocating to new premises.
16. ATTORNEY'S FEES AND COSTS. Each party shall be solely responsible for the
costs of its own attorney's fees incurred in connection with the preparation and review of
this Lease for execution. If any action at law or inequity shall be brought under this Lease,
or for or on account of any breach of, or to enforce or interpret any of the covenants, terms,
or conditions of this Lease, or for the recovery of possession of the demised premises, the
6
Packet Pg. 95
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prevailing party shall be entitled to recover from the other party, reasonable attorney's fees
and costs, the amount of which shall be fixed by the court and shall be made a part of any
judgment or decree rendered.
17. INDEMNIFICATION ! HOLD HARMLESS. Subject to Section 768.28, Florida
Statutes, LESSEE shall indemnify and hold harmless LESSORS against and from any and
all claims arising from LESSEE's use of the Premises for the conduct of its business or from
any activity, work, or other thing done, permitted, or suffered by the LESSEE in or about N
the building, and shall further indemnify and hold harmless LESSORS against and from
any and all claims arising from any breach or default in the performance of any obligation
on LESSEE'S part to be performed under the terms of this Lease, or arising from any act
or negligence of the LESSEE, or any officer, agent, employee, guest,or invitee of LESSEE,
and from all and against all costs, attorney's fees, expenses, and liabilities incurred in or
about any such claim or any action or proceeding brought thereon. LESSEE, as a material
part of the consideration to LESSORS, hereby assumes all risk of damage to property or
injury to persons, in, upon or about the Premises, from any cause other than LESSORS' 0
negligence, and LESSEE hereby waives all claims in respect thereof against LESSOR.
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0
18. WAIVER.The failure of either the LESSORS or LESSEE to insist in any one or more
instances upon the strict performance of any one or more of the obligations of this Lease,
or to exercise any right or election herein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such obligations of this Lease, or of the
right to exercise such election, but the same shall both continue and remain in full force
and effect with respect to any subsequent breach, act, or omission. ,
19. LIENS. LESSEE further agrees that LESSEE will pay all of LESSEE'S contractors, .2
subcontractors, mechanics, laborers, materialmen, and all others, and will indemnify
LESSORS against all legal costs and charges, bond premiums for release of liens, and
counsel fees reasonably incurred in the commencement or defense of any suit by the
LESSORS to discharge any liens, judgments, or encumbrances against the Premises
caused or suffered by LESSEE. It is understood and agreed between the parties hereto
that the costs and charges above referred to shall be considered as additional rent due
under this Lease, payable upon demand.
The LESSEE herein shall not have any authority to create any liens for labor or material on
the LESSORS' interest in the above-described property, and all persons contracting with 0
the LESSEE for the doing of work or the furnishing of any materials on or to the Premises,
and all materialmen, contractors, mechanics, and laborers, are hereby charged with notice
that they must look to the LESSEE only to secure the payment of any bill for work done or
materials furnished during the term of this Lease.
20. EFFECT OF LESSEE'S HOLDING OVER. Any holding over after the expiration of
the term of this Lease, with the consent of LESSORS, shall be construed to be a tenancy
from month to month, at the same monthly rent as required for the period immediately prior
to the expiration of the Lease.
7
.) I Packet Pg. 96
• C.2.b
21. PEACEFUL POSSESSION. So long as LESSEE pays all of the rent and charges
due and performs all of LESSEE'S other obligation's hereunder, LESSEE shall peaceably
and quietly have, hold, and enjoy the Premises throughout the term of this Lease, without
interference or hindrance by LESSORS.
22. TRANSFER BY LESSORS. In the event of termination of LESSORS' ownership of
the Premises by operation of law or by bona fide sale of the Premises or for any other
reason, then LESSORS shall be released from all liability and responsibility hereunder. In
such event, LESSORS' successor, by acceptance of rent from LESSEE, shall become .
liable and responsible to LESSEE in respect to all such obligations of LESSORS under this
Lease.
U)
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This Lease may be assigned by the LESSORS in which case, LESSEE, upon request by
LESSORS, shall issue a letter stating that the Lease is in full force and effect and that there
are no setoffs, claims, or other defenses to rent.
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23. ASSIGNMENT OR SUBLET BY LESSEE. LESSEE may not assign this Lease in
whole or in part, nor sublet any portion of the Premises, without LESSORS' prior written 0
consent, which consent may be arbitrarily withheld.
A. The LESSEE and signatory to this Lease, and any subsequent assignees or
sublessees, shall remain liable to LESSORS under the terms of this Lease, regardless of
the number of intervening assignments and subleases, without consent to such further
assignments and subleases being required, unless and until LESSORS expressly release
said LESSEE, assignee, or sublessee from liability under this Lease, and such liability shall
not be in any way_affected or reduced by any modification of the Lease between LESSORS 2
and the occupant assignee, even if such modification is made without the prior Lessees'
consent.
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B. LESSORS' consent to any assignment, subletting, occupation, or use by another
person, shall not be deemed to be a consent to any subsequent assignment, subletting,
occupation, or use by any other person, or a waiver of any right of LESSORS to deny such
consent pursuant to the provisions hereof. Furthermore, LESSEE understands and agrees
that, should LESSORS approve any assignment or sublease, LESSORS shall have the
right to be reimbursed for legally-related expenses in connection with the review,
preparation, and processing of any documents associated with said assignment/sublease.
24. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT.
A. Subordination by LESSEE, LESSEE hereby subordinates its rights hereunder to the
lien of any mortgage or mortgages, or the lien resulting from any other method of financing
or refinancing, now or hereafter in force against the Premises, and to all advances made
or hereafter to be made upon the security thereof. This shall be self-operative, and no
further instrument of subordination shall be required by any mortgagee. However,
LESSEE, upon request of any party in interest, shall execute promptly such instrument or
certificates and irrevocably appoints LESSORS as Attorney-In-Fact for LESSEE, with full
power and authority to execute and deliver, in the name of LESSEE, any such instrument
8
Packet Pg. 97
•, C.2.b
or certificates.
B. Estoppel Certificate.Within ten (10) days after request by LESSORS, or in the event
that, in connection with any sale, assignment, or hypothecation of the Premises by
LESSORS, an estoppel certificate shall be required from LESSEE, LESSEE agrees to
deliver, in recordable form, an estoppel certificate to any proposed mortgagee, purchaser,
or to LESSORS, certifying (if such be the case)that this Lease is in full force and effect and
that there are no defenses or offsets thereon, or stating those claimed by LESSEE, as long N
as those are factual statements when made. IL
C. Attornment. In the event of a sale or assignment of LESSORS' interest in the
Premises, or if the Premises comes into the hands of a mortgagee, or any other person, U)
whether because of a mortgage foreclosure, exercise of a power of sale, or other reason,
LESSEE shall recognize said mortgagee or other person as the same as LESSORS
hereunder. LESSEE shall execute, at LESSORS' request, any attornment agreement
required by any mortgagee, or other such person containing such provisions as such
mortgagee or other person requires.
25. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent
by certified mail, return receipt requested, to the following: 0
LESSOR:, COUNTY/LESSEE:
Roberto Sanchez, Trustee County Attorney
.P.O. BOX 414586 P. O. Box 1026
Miami Beach, FL 33141 Key West, FL 33041-1026
LESSOR: And
Southernmost Development, Inc. County Administrator U)
P. 0. Box 414586 1100 Simonton Street
Miami Beach, FL 33141 Key West, FL 33040
26. NON-DISCRIMINATION. LESSORS 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 Agreement
automatically terminates without any further action on the part of any party, effective the
date of the Court order. Lessors and Lessee agree to comply with all Federal and Florida
statutes, and all local ordinances, as applicable, relating to nondiscrimination. These
include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which
prohibits discrimination in employment on the basis of race, color, religion, sex, and national
origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-
1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of
the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination
on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC
ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse
9
Packet Pg. 98
.R
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 s.3601 et seq.), as amended, relating to nondiscrimination in the sale,
rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. N
12101 Note), as may be amended from time to time, relating to nondiscrimination on'the
basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits
discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry,
sexual orientation, gender identity or expression, familial status or age; 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties
to, or the subject matter of, this Lease.
27. GOVERNING LAWSNENUEIWAIVER OF JURY TRIAL, This Agreement is
governed by the laws of the State of Florida and the United States. Venue for any dispute
arising under this Agreement must be in Monroe County, Florida. In the event of any
litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. LESSORS
and LESSEE hereby knowingly, voluntarily and intentionally waive the right to a trial by jury
in respect to any litigation based hereon, or arising out of, under, or in connection with this
Lease, this waiver being a material inducement for LESSEE to enter into the Lease.
28. INCONSISTENCY. Any item, condition, or obligation of this Agreement that is in
conflict with the items listed in this paragraph is superseded to the extent of the conflict.
29. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. LESSORS 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 or by Florida law.
30. CODE OF ETHICS. LESSEE agrees that officers and employees of the LESSEE
recognize and will be required to comply with the standards of conduct for public officers
and employees as delineated in Section 112.313, Florida Statutes, regarding, but not
limited to, 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.
31. PUBLIC ACCESS. The LESSORS 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 LESSORS and LESSEE in conjunction with this Lease; and
the Lessee shall have the right to unilaterally cancel this Lease upon violation of this
provision by LESSORS.
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Packet Pg. 99
•, C.2.b
32. 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.
33. CONSTRUCTION. This Agreement has been carefully reviewed by the LESSORS
and the LESSEE. Therefore, this Agreement is not to be construed against any party on N
the basis of authorship.
34. FULL UNDERSTANDING, This Agreement is the parties' final mutual
understanding. It replaces any earlier agreements or understandings, whether written or U)
oral. This Agreement cannot be modified or replaced except by another written and signed
agreement. IL
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its
duly authorized representative.
(SEAL) Roberto Sanchez, as Trustee, under
ATTEST: that c AND TRUST AGREEMENT
ED Octo er 2 , 1991, �
LESSOR
2
B BY:
Pri ted Nam =�� Printed Name: ,
Title:
Title: T—,P GS`�
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(SEAL) SOUTHERN ST DEVE ENT, INC.,
ATTEST: LESSO
S
BY
Printed Name � am
Title: Title:
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MONROE COUNTY BOARD OF
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�, ATTEST�1-�CEVIN MADOK, CLERK COUNTY COMMISSIONERS,
LESSEE
BY: BY:
Deputy Clerk ayor/Chairperson
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