Loading...
Item C14 C.14 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 October 16, 2019 Agenda Item Number: C.14 Agenda Item Summary #6138 BULK ITEM: Yes DEPARTMENT: Assistant County Administrator Kevin Wilson TIME APPROXIMATE: STAFF CONTACT: Suzanne Rubio (305) 453-9687 No AGENDA ITEM WORDING: Approval of an Addendum to Lease Agreement By and Between Monroe County, Florida and Florida Keys Children's Shelter to clarify the maintenance responsibilities of the Florida Keys Children's Shelter regarding newly installed sewer infrastructure on the property ITEM BACKGROUND: A twenty-five(25)year lease agreement was assigned to Florida Keys Children's Shelter(FKCS) on October 19, 2011. During construction of the shelter building, FKCS connected to a County owned and maintained sewage treatment plant. Central sewer was made available to the location in 2015 and the County must connect to the central sewer following all the design standards set forth by the Village of Islamorada Wastewater Utility Policy including installation of grease interceptors on commercial kitchens. One requirement from the Village of Islamorada is maintenance and occasional pumping of grease interceptors. To avoid any more delays in connecting the property to the central sewer system, the County will install a grease interceptor for the sole use of the FKCS and FKCS shall be responsible for the maintenance and occasional pumping of the grease interceptor including all fees incurred thereof. PREVIOUS RELEVANT BOCC ACTION: Approval of a Land Lease Agreement with Florida Keys Children's Services at 73 High Point Road in Plantation Key on October 19, 2011. CONTRACT/AGREEMENT CHANGES: Clarifies responsibilities of the Lessee to maintain sewer infrastructure installed by the Lessor on the property for the sole use of the Lessee STAFF RECOMMENDATION: Approval. DOCUMENTATION: FKCS Addendum v.l FKCS 2011 Lease Packet Pg.424 C.14 FINANCIAL IMPACT: Effective Date: 16 OCT 2019 Expiration Date: 18 OCT 2036 Total Dollar Value of Contract: $25.00 Total Cost to County: N/A Current Year Portion: $1.00 Budgeted: Yes Source of Funds: FKCS CPI: N/A Indirect Costs: Staff time Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: Yes If yes, amount: $1/year Grant: N/A County Match: N/A Insurance Required: N/A Additional Details: N/A None REVIEWED BY: Kevin Wilson Completed 09/26/2019 10:11 AM Cynthia Hall Completed 09/26/2019 10:52 AM Budget and Finance Completed 09/26/2019 10:58 AM Maria Slavik Completed 10/01/2019 6:10 PM Kathy Peters Completed 10/01/2019 6:11 PM Board of County Commissioners Pending 10/16/2019 9:00 AM Packet Pg.425 C.14.a ADDENDUM TO LEASE AGREEMENT BY AND BETWEEN MONROE COUNTY, FLORIDA AND FLORIDA KEYS CHILDREN'S SHELTER, INC. This Addendum is entered into on 1 2019 ("Effective Date") to that Lease Agreement ("Agreement") made and entered into on October 19, 2011 as subsequently amended, by and between Monroe County, a political subdivision of the State of Florida a� (hereinafter"County" or"Lessor"), and Florida Keys Children's Shelter, Inc. ("FKCS" or"Lessee") (collectively, the County and FKCS are hereinafter referenced as the"Parties"). WITNESSETH: :2 WHEREAS, on October 19, 2011 the Parties entered into an Agreement, whereby the County agreed to lease the premises described in Exhibit A to the Agreement to FKCS, located at 73 High Point Road in Tavernier, Florida ("Property"), for a period of twenty-five(25) years; and WHEREAS, the Property includes a primary building used as a children's shelter and an onsite wastewater package plant; and WHEREAS, it is the intention of the County to decommission the package plant and take other steps necessary to connect the Property to an available central wastewater system by running a sewer lateral from the shelter building to a lift station and then connecting the lateral to collection U) and transmission lines in the adjacent roadway ("Shelter Sewer System"); and 17 WHEREAS, the Parties wish to enter into this Addendum in order to clarify the rights and > responsibilities of the Parties following connection of the Property to the central wastewater system. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: u_ 1. Notwithstanding any language to the contrary in paragraphs 7 or 8 of the Agreement, E the County agrees that it shall take and pay for all necessary steps to effect the decommissioning of the package plant on the Property and connection of the Property from the shelter to the lift station by means of a lateral, and thereafter, tying the lateral into the collection and transmission lines made available by the local wastewater utility, in the roadway (the "Project"). All construction shall be conducted with applicable building permits. 2. The Project shall be deemed complete upon completion of final building inspections by the applicable building department. Following completion, FKCS shall be responsible for all normal maintenance, cleaning and upkeep of the Shelter Sewer System. 1 Addendum Florida Keys Children's Shelter Packet Pg.426 C.14.a 3. One component of the Shelter Sewer System shall be a grease trap, installed between the shelter building and the lift station. As part of its responsibilities, FKCS agrees to contract with a licensed professional to conduct periodic maintenance and cleaning of the grease trap. 4. The Parties agree to use their best efforts to cooperate in all respects with respect to the work to be performed with respect to the decommissioning of the package plant and hookup of the Shelter Sewer System to the central wastewater system. 5. In all other respects, the Agreement between the Parties remains in full force and effect. �s (SEAL) MONROE COUNTY Attest: Kevin Madok, Clerk a By: By: Deputy Clerk FLORIDA KEYS CHILDREN'S SHELTER, U) INC. Attest: Witness By: By: Print name: Print name: Title: 2 Addendum Florida Keys Children's Shelter Packet Pg.427 C.14.b BOARD OF CpUNTY COMMISSIONERS Mayor Heather Carruthers, District 3 So �MONROE --� ,, ,,�—� Mayor Pro Tern David Rice. District 4 ©UNTY .-.ram Kim Wigingtan,District I KEY WESTLORDA 33040 George Neugent,District 2 (305)294-4641 Sylvia J. Murphy. District 5 �1 Public Works Division , Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West, FL 33040 Phone: (305)292-4549 Fax: (305)295-3672 tas November 2, 20 f 1 Ms. Kathleen Tuell, President/CEO t.3 Florida Keys Children's Shelter, Inc. 73 High Point Road 0 Tavernier, FL 33070 a Dear Ms. Tuell: 0 On October 19, 2011, the Monroe County Board of County Commissioners approved execution of the land lease with Florida Keys Children's Services at 73 High Point Road in Tavernier. Enclosed is your fully executed agreement. U) Sincerely, 9�j�a 0 Jo B. Walters, CPM Contract Monitor cv /jbw Enclosure c: Dent Pierce, Division Director, Public Works, w/enc, via email E Beth Leto, Assistant Director, Public Works, w/enc, via email Joe Medallion, Director Upper Keys, w/enc, via email Packet Pg.428 C.14.b LEASE AGREEMENT FLORIDA KEYS CHILDREN'S SHELTER MONROE COUNTY ,!C THIS LEASE AGREEMENT, is made and entered into this ! � day of October, 2011, by and between Monroe County, a political subdivision of the State of Florida, (hereafter "County"or"Lessor"), whose address is 1100 Simonton Street, Key West, Florida; 33040 and The Florida Keys Children's Shelter, Inc., (hereafter "FKCS" or "Lessee'), whose address is 73 Highpoint Road, Tavernier, Florida 33070, WHEREAS, the BOCC leases premises to other governmental agencies and not-for-profit organizations servicing the Monroe County community;and WHEREAS, FKCS has requested use of County property;rt and WHEREAS,FKCS provides service homeless programs to children in the community;and WHEREAS, the COUNTY owns a parcel of land at the Plantation Key Government Center upon which FKCS constructed improvements to serve the needs of children in the community;and a 0 WHEREAS,the BOCC has determined that is in the best interests of Monroe County to lease LL land to FKCS for purposes of operating a children's shelter; tm NOW THEREFORE, IN CONSIDERATION of the promises contained herein the parties agree to the following: U) 1. PROPERTY. The County leases to Lessor the premises as shown on exhibit A and more particularly described as; U) A PARCEL OF LAND IN SEC. 8 TWP. 63S, RGE. 38E, PLANTATION KEY, MONROE COUNTY, FLORIDA AND MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: t!5 From the reference monument at the intersection of the right-of-way line of L3 the southbound lane of SR-5 (U.S. 1) and the NE corner of Lot 12, Randal LL Adams Subdivision as shown on Plat Book 1, Page 110,go N 88°13'00" W a 4) distance of 882.12'to a point, Thence along a course S. 1°47'00"W a distance of 81.93' to THE POINT OF BEGINNING of said parcel; Thence continue S 1'4700"W for a distance of 143.07; Thence along a course N 88'13'00" W a distance of 131.09'; Thence along a course S 02'02'00" W a distance of63.0'; Thence along a course S 00°03'52"E a distance of291.06'; Thence N 02°02'00" E a distance of 198.0%Thence along a course N 89°56,08'W a distance of 160.0'back to THE P O 1 N T OF BEGINN ING. — Page 1 Packet Pg.429 C.14.b 2. TERM. The term of this Agreement is twenty-five(25)years running from October 19,2011 through October 18,2036, 3. USE AND CONDITIONS. The premises shall be used solely for the purposes of providing children's support services in accordance with HSAB grant conditions. If the premises are used for any other purpose, the County shall have the option of immediately terminating this Agreement and upon termination of this agreement ownership of all improvements erected on the premises shall vest in the County. Lessee shall not permit any use of the 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 U) 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 wit], at Lessee's sole cost and expense, conform to and obey any present or future laws, 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 personnel,volunteers or clients of Lessee in accessing any common areas of the leased premises. LL No signs of any kind will be permitted on the external facade of the building or in the parking lot. A sign no larger than S ''12 "X 11"may be posted at the entry door to the premises. 4. RENT. For the use of the premises, the Lessee must pay the County the sum of$1.00 per year, payable in advance. The payments shall be remitted to Monroe County Clerk's Office, 500 U) Whitehead Street, Key West, FL 33040. 5. TAXES. The Lessee must pay all taxes and assessments, including any sales or use tax, en levied by any goverment agency with respect to the Lessee's operations on the premises. 6. INSURANCE. Lessee shall,throughout the term of this lease,maintain the following: cv A. General Liability Insurance,Lease/Rental of Property Owned by the County $300.000 Combined Single Limit LL or • Premises Operation $100,000 per person • Blanket Contractual $300,000 per occurrence • Products and Complete Operations $50,000 property damage • Expanded Definition of Property Damage • Personal Injury Liability • Fire Legal Liability(with limits equal to fair market value of the leased property) B. Vehicle Liability Insurance for Leases/Rentals of County-Owned Property Owned,Non-Owned,and Hired Vehicles $300,000 Combined Single Limit • Physical Damage Protection(if]eased ACV for Physical Damage Property is a County-owned vehicle or $100,000 per person $300,000 per occurrence $50,000 Property Damage ACV for Physicai Damage Page 2 — Packet Pg.430 C.14.b C. Worker's compensation insurance for bodily injury or death to any one person or number of persons in any one occurrence in an amount not less than the statutory requirements unless waived or modified by County Risk Management per Administrative Instruction 4709. The insurance policy(or policies)shall name Monroe County as an additional insured. The LESSEE must keep in full force and effect the required insurance during the term 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. 7, 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 County in the same good order and condition as the premises were on the commencement of the term, normal wear and tear excepted. _ The Lessce is solely responsible for any improvements to land and appurtenances placed on the g, premises. es S. IMPROVEMENTS. No structure or improvements of any kind shall be placed upon the land without prior approval in writing by the County Administrator and building permits issued by the County and any other agency, federal or state, required by law. Any such structure or LL 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 u) time this agreement is executed unless the Board of County Commissioners accepts in writing 0 delivery of the premises together with any structures or improvements constructed by Lessee. 0 Portable or temporary advertising signs are prohibited. U) 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 cy leased property or premises as now being in fit and tenantable condition for all purposes of Lessee. LL 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 ca permit fees. 9. HOLD HARMLESS. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold the.County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and(iii)any costs or expenses that may be asserted against, initiated with respect to,or sustained by,any indemnified party by reason of,or in connection with,(A)any activity of Lessee or _ Page 3 - - Packet Pg.431 C.14.b any of its employees, agents,contractors or other invitees during the term of this Agreement,(B)the negligence or willful misconduct of Lessee or any of its employees, agents, contractors or other invitees,or(C) Lessee's default in respect of any of the obligations that it undertakes under the terns of this lease,except to the extent the claims,actions,causes of action, litigation,proceedings,costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Lessee). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this lease, this section will survive the expiration of the term of this lease or any earlier termination of this lease. 10. NON-DISCRIMINATION. The LESSEE for itself, its personal representatives, successors in interest,and assigns,as a part of the consideration hereof,does hereby covenant and agree that that t!) there will be no discrimination against any y 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.The LESSEE for itself, its personal representatives,successors in interest,and assigns,as U) a part of the consideration hereof, does hereby covenant and 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race,color or national origin;2)Title iX of the Education Amendment LL 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 U) 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, 0 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 cv patient records;8)Title VIII of the Civil Rights Act of 1968(42 USC s.et seq.),as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities LL Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any E Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 11. TERMINATION, The County may treat the Lessee in default and terminate this Agreement, upon 7 days written notice, upon failure of Lessee to comply with any provision of this Agreement, Lessee may terminate this Agreement upon giving thirty days prior written notice to County.. 12. 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, — Page 4 - — Packet Pg.432 C.14.b 13. 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, 14. GOVERNING LAW VENUE,INTERPRETATION, This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this 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. 15. SEVERABILITY. If any term,covenant, condition or provision of this Agreement(or the U) 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 Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent LL permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. U) 16. ATTORNEY'S FEES and COSTS. The County and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the qs U) enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non- prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket cy expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary LL procedures required by the circuit court of Monroe County. 17. BINDING EFFECT. The terms, covenants, Conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Lessee and their respective legal representatives, successors,and assigns. 18. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action,as required by law. 19. CLAIMS FOR FEDERAL OR STATE AiD. Lessee and County agree that Lessee shall be, and is,empowered to apply for, seek,and obtain federal and state funds to further the purpose of — - - Page 5 Packet Pg.433 C.14.b this Agreement, provided that all applications, requests, grant proposals, and funding solicitations shall be approved by County party prior to submission. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session,the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 21. COOPERATION. In the event any administrative or legal proceeding is instituted against t!5 either party relating to the formation, execution, performance, or breach of this Agreement, County U) 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 Agreement or provision of the services under this Agreement. County and Lessee specifically agree that no party to this Jin Agreement shall he required to enter into any arbitration proceedings related to this Agreement. 22. COVENANT OF NO INTEREST. County and Lessee covenant that neither presently has any interest,and shall not acquire any interest,which would conflict in any manner or degree with its LL performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 23. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will he 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. 24. PUBLIC ACCESS. The County and Lessee shall allow and permit reasonable access to,and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the COUNTY and LL LESSEE in conjunction with this Agreement, and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Lessee. 25. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes,the participation of the County and the Lessee in this 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 County be required to contain any provision for waiver. 26. 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 Page 6 -- -- - -— Packet Pg.434 C.14.b public agents or employees of the County, when performing their respective functions under this 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. 27, LEGAL OBLIGATIONS AND RESPONSIBILITES: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida t!) constitution,state statute,and case law. �n 28. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms,or any of them,of this 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 County and Lessee agree that neither the County nor the Lessee or any agent,officer,or employee of either shall have the authority to inform, counsel,or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, LL inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 29. ATTESTATIONS. Lessee agrees to execute such documents as the County may reasonably require,including a Public Entity Crime Statement,an Ethics Statement,and a Drug-Free Workplace U) Statement. as 30. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed U) 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 Agreement or be subject to any y personal liability or accountability by reason of the execution of this Agreement. LL 31. EXECUTION IN COUNTERPARTS. This 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 Agreement by singing any such counterpart. 32. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 33. MUTUAL REVIEW. This agreement has been carefully reviewed by Lessee and County„ therefore this agreement is not to be construed against either party on the basis of authorship. - - - Page l -- - -- - Packet Pg.435 C.14.b 34. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: COUNTY: LESSEE County Administrator Kathleen Tuell,Executive Director 1100 Simonton Street Florida Keys Children Shelter, Inc. Key West,FL 33040 73 Highpoint Road Tavernier, FL 33070 and Monroe County Public Works 1100 Simonton Street Key West, FL 33040 35, RELATIONSHIP OF PARTIES. FKCS 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. FKCS shall exercise control, direction, and supervision over the personnel sn and volunteers who use the premises. FKCS shall have no authority whatsoever to act on behalf of 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 FKCS, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual,property or corporation. 36. FULL UNDERSTANDING. This Agreement is the parties' final mutual understanding. It LL replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. 37. EFFECTIVE DATE. This Agreement will take effect on October 19,201 1. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly U) authorized representative. U) (SEAL) BOARDOFCOYNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE,CLERK OF MONROE T LORIDA • cv B�rJA - 1 By Deputy Clerk Mayor/Chairman (SEAL) as FLORIDA KEYS CHILDREN'S SHELTER, INC. ATTElee : Witne By LLr £ B Y Title a Titl &/0 Address-AV # I/FT I or Fl g3o74 NSISTANT UNTY A ORN AS G Phone: d. ME CADO OLIN A;TORN-EYE --- - Page 8 -- —— Packet Pg.436 tx tV (1A0AV� Y412131NI x yr 003 d(1AlO-?e 33s) $' 1'8-3 Avoi5 2 { C b3tI43a 1N3YYNM3R00 •`..:�. 3--00,lb of N 00,as14 ' ^ � k \ - r •'1 ibd -0 � o a C,3 ur+ I 0o m. Z c H ao a/ oI La CD a /Sa ' O m ri ih } o N U. °- x c Ly 0 JW o +_ CD .f { Ln In _ ' Ili q y ti cc IZ lk y p 3 3 00' s> ,90'2*I 4 dD '{ ,90'rZ i3n00 OD >ti /UC2714 Idl_r _ 5rL-7W /[21 as Y n N O M'oi a y a '`' a z m CID x at U) CID ?'> 03ON31X3 9 a3C)'"'Wy 3„OO,ZO.Z N EXHIBIT A Packet Pg.437