07/15/2015 Ground Lease . f i
- HEAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
lop MONROE COUNTY FLORIDA
DATE: August 10, 2015
TO: Kevin Wilson, Director
Public Works & Engineering Division
ATTN: Ann Riger
FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller I p1e,f5 otJ
At the July 15, 2015 Board of County Commissioner's meeting, the Board granted approval and
execution of the following Item C40 a Lease Agreement with the School Board of Monroe County
(School Board) for lease of school board property for purposes of constructing a Monroe County
Library/ School Board Adult Education joint use facility.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any
questions,please feel free to contact our office.
SCANNED
cc: County Attorney
Finance
File
500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663
3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025
88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146
GROUND LEASE AGREEMENT
HI , GROUND LEASE AGREEMENT (Agreement) entered into this I day
of ` 2014- (the 'effective Date"), between :the MONROE COUNTY .
BO 0 ...COUNTY COMMISSIONERS (hereafter "County" or:"Lessee"), a pohtical
subdivision of the State of' Florida, and the'SCHOOL BOARD OF MONROE COUNTY;
FLORIDA(hereafter"School Board"or
"Lessor"),as the c tiacting agent for the School
of Monroe County, a public;agency of the State of:Florida,whose address is 241 Tivmbo Road,Key
West;FL 33040.
RECITALS
WHEREAS, the County has a pubhc library facility•n the City of Marathon that is m
need of replacement,and
WHEREAS, .the.:School;Board :has a continuwg education facility in the City of
Marathon
that ism;need.`of;replacementlremodeing; and . , .:
WHEREAS, the site of the School Board's continuing education facility is large enough
to.accommodate a joint use facility that can house both the Monroe County.Marathon Library
:and the.Monroe.County School Board Continuing Education facility,and
WHEREAS,the County and the School Board have entered into an,Interlocal Agreement
(ILA)for construction of a joint-use facility attached hereto as Exhibit"A", and
WHEREAS, the County desires to enter into,-a long
term lease to construct the facility
and the school'board.:desires to :lease the Premises on a long term basis to:have,the facility
constructed,
NOW, THEREFORE, m consideration of the-mutual:covenants and agreements herein
contained and for other good and valuable consideration, the receipt and: sufficiency of
• which are hereby acknowledged, and intending` to belegally bound hereby, the parties_ hereto
do hereby covenant,represent,warrant and agree`as follows
1) :Recitals The
foregoing recitals are true and correct and are:hereby incorporated to this
Agreement
2) Premises Lessor. hereby grants a non exclusive'_ lease. to the Lessee, .`and `the
Lessee.hereby accepts and leases.: from Lessor, the`.Leased Premises.as set forth in Exhibit
`B', together with all easements and'rights-of way'pertaining thereto, to have and to hold
the Leased Premises'unto the Lessee'for and-:duringthe Term set forth'hereafter.
:` 3) Term: This Lease:term.shall commence on the Commencement Date:and,continue
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until the date=which is ninety nine (99) years after the Commencement`Date, and any
extension thereof, :unless; thus ;Lease is.`terminated earlier;pursuant to :the provisions
conta• ined herein.
4):Rent Lessee shall pay.to Lessor Annual.Base Rent throughout the #ern of this
Agreement;beginning on the Commencement Date, in the-amount;of,One Dollar ($1 00)
per Lease Year or.partial Lease Year ifthe Agreement is terminated during:a Lease Yeas
The Annual Base Rent shall not be adjusted at any time during the term.
5) Lessor's Representations and Warranties The Lessor hereby represents and warrants
that Lessor owns fee;simple, good, marketable and insurable title to the,Leased Premises.There-
are no mortgages ,or security agreements. encumbering.or otherwise`affecting the Leased
Premises
6) Authority and Approvals The Lessor: (i)has:full right, power and authority to make,
execute,deliver and perform its;obligations under this Agreement;-(ii)has obtained and:received
all required and necessary'consents and`approvals to enter into this Agreement with the Lessee,
and (iii) by entering.into this Leasewith the Lessee and the performance of all of the terms,
provisions and conditions contained herein, does not. and:will not violate;`or cause a breach or
default under any agreement or obligation to which the Lessor is a`party or by which it is bound.
This Authority.:and Approval section, as well as other provisions of this:Iease as would.by:their
nature be affected,are contingent upon the Lessor receiving a release/modification of the reverter or
other consent; from the Internal Improvement;Trust.Fund for`the subject:property bearing
AK#1 120804
7):Binding Obligation This Lease .has been duly and, validly executed and delivered by
the Lessor and, constitutes a legal, valid and binding_obligation.'of the Lessor, Lessor's.:legal
representatives,successors,and assigns,enforceable:in accordance with its terns
8) Lessee's Representations and Warranties The Lessee hereby warrants and represents to
the Lessor as follows.
xis• tence The Tenant is a political subdivision of the State of Florida.
Authority and Approvals Subject to the' approval of the Board: of 'County
Commissioners, this.. `Lease will constitute a legal, valid andbindinlg` obligation: of the
Lessee, Lessee's legal representatives, successors,and assigns, enforceable in accordance with
its terms:,
9) Indemnification The School Board,: as a
state agency or subdivision as defined in
Section.768.28, Florida Statutes, agrees to be fully;responsible to the limits et forth in such
• statute for its own negligent acts or omissions, or intentional tortuous actions; which result in
claims or suits against either County or School`:Board, and,agrees to be affable to the°statutory
limits for any:damages proximately caused by said'acts`or omissions,or intentional toruous acts.
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The County, :as a political sub-dwtsion of the State of.Florida, as. defined in
Section 768 28 Florida Statutes,agrees to be.fully responsible to.the limits set forth-in such
statute for its own negligent acts or omissions,or intentional_.tortuous acts,which result:in claims
or suits against_ether,the School Board or County, and.agrees to be liable to, the:statutory Units
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for any damages proximately caused by said acts or omissions,or intentional tortious acts:
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 in:any matter arising:out o f this or any other Agreement
10)Taxes Lessee,as a political subdivision of the State of Florida is exempt from taxation.
11) Utilities All utility bills will be processed and paid by the County as follows;_`common
area utilities will be paid for'by the County. The Utilities for the respective dedicated area will be
prorated and paid by the parties based on the respective dedicated:areas Upon receipt of a utility
bill the County will invoice and the School Board will be obligated to pay its respective share of
the utilities to the County.
12) Termination—There shall be no right of termination of.this Agreement for the first
50 years of the term thereafter either party may terminate this Lease at any time provided that
the terminating party provides one-year. prior,written notice. Upon the effective date of such
termination, neither party will have any further rights or obligations created under the Lease.
13) Assignment of Lease by Lessee or Lessor Subject to obtaining written approval of
the other: .
party, which approval`shall neither' be unreasonably: withheld nor: delayed, the
Lessee or L,etiarmay assign, convey or transfer;its interests in this Lease to,a third party.
14) Quiet Possession The Lessee shall and may peaceably and a quietly have, hold and
enjoy the Leased Premises during the term hereof provided that the.Lessee pays:the Rent
:and
performs all the covenants and conditions of this Lease that the Lessee is required to perform.
15) Compliance with Law - The Lessee agrees, to comply .with all applicable laws,
ordinances, and regulations;now in.effect or enacted hereafter related to the use or occupancy of
all or any part,of the Leased Premises at all times during the Term of this Lease.
16) Notices Any notice required by this Lease.shall be in writing and shall be deemed
to have been properly delivered,when adirected to the addressees as follows:
If to the Lessee: Monroe County
1100 Simonton St.
Key West, Florida< 33040.
Attention.:County Administrator
Fax 1-305-292-4544
Phone: 1-305-292-4441
With a copy to: Monroe County Attorney's Office
P,O.Box:1026
Key West,:Florida 33041=1026`:
ty
Attenton:,Coun Attorney
Fax.. ;.: 1-305-292-3516
' Paae3of7
Phone 1 305 292=3470
If to the`Lesssor School Board of Monroe:County
2412 Trumbo Road
Key West, Florida 33040
Attn:Director of Operations •
Fax: 305-289-4123
Phone. 305-289-4130
With a copy to• Dirk Smits,Esq.
Vernis&Bowling of the Florida Keys,P A.
81990 Overseas Highway,Third Floor
Islamorada Florida 33036
Fax: 305-664-5414
Phone: 305-6644675 .
Any notice, requirement, demand, -instruction or.other communication to be given to any
party hereunder, shall be in writing and shall be either-(a) hand delivered, or (b.) sent by sa
nationally recognized:overnight earner; or (c.),sent:by electronic transmitting devices',such:as
facsimile Notice: shall be given.upon receipt'or refusal or. delivery of said:notice; Notices
given on behalf of a party by its attorney shall be effective for and on behalf of.such party. The
addressees and addresses for'purposes of this; paragraph may:be changed:by given Notice
Unless and until such: .written:_ Notice is received, the'last addressee and address stated
: herein shall be deemed to continue in effect for all purposes hereunder.
17) Applicable Law This Lease'shall be construed;.under the ;laws of the'',State of
Florida and shall be binding upon and inure to the benefit of the parties hereto:and their
respective successors and permitted assigns
18):Venue.- Venue for any litigation arising under this lease must be in a court of
competent jurisdiction in Monroe County unless an applicable federal law or regulation
provides,otherwise
19) 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 Lease, the prevailing party shall be entitled to reasonable
attomey's fees, court costs, investigative, and out-of-pocket:expenses, as an award against the
non-prevailing `party,and shall include attomey's fees, courts costs,_investigative, and out-of-
pocket
expenses in appellate proceedings :Mediation P roceedin initiated`.and conducted
pursuantto :this Lease shall be in accordance with the: Floridas da Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
20) Cap
tions The headings and captions;contained in this Agreement are inserted only
as a matter of convenience and:in no:way define, limit:or describe the scope or intent of
this Agreement nor of any provision contained herein.
21) Modification of Lease This Lease may not :be modified,:altered,sor changed in any
manner other than by a written;:agreement between-the Lessors and Lessee, executed by both
.,parties. ..
22)..PartialInvalidity :If any"term, covenant, condition or:provision.:of this Lease (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable "
to any extent by a court of competent jurisdiction,"the remaining terms,;covenants, conditions
and provisions of this Lease, shall not be affected thereby; and each: remaining term,
covenant,condition.'and provision of this Agreement shall be valid and shall be enforceable to the.
fullest extent permitted by: Iaw unless the• enforcement of the remaining terms, covenants,
conditions and provisions: of this, Lease would prevent the accomplishment'::of"the original
intent of this. Lease: The Lessor and Lessee agree to :"reform. the:.Lease _to replace. any
P
strickenprovision with a valid provision that comes. as close as:possible to the intent of the
stnckenprovision
23) Construction :of Lease Each party hereto.acknowledges that both parties have fully
participated in the negotiation and'.preparation of this Lease therefore the terms"hereof shall`not
be more strictly construed against either party by reason of the:rule of.construction
24) Counterpart::Execution This Lease may be executed in any number of counterparts,
any one and alI of which shall constitute the contract of the parties and each of which shall le
deemed an original
25):Waiver of Jury Trial Lessor and Lessee hereby knowingly,",voluntarily and
;intentionally, waive trial,by jury :in any..action brought by one against the:other in:connection
with any matter arising out of or`in any way.:connected:with this Lease. This waiver shall
apply to any original:claim,: counterclaim, cross claim, or other claim of.any kind asserted:by
either.party in any such action Neither party nor: any representative of either party,'including
counsel,.:has represented to the other that_ it would not seek-to enforce this waiver of"right to
.:-..-: -. -- ' ' jury trial in any such:action: The parties acknowledge that the provisions of this section are:a
material inducement;to:their entering into this Lease.
26) 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;Ifno resolution:.can be:agreed upon within 30 days after
the first:meeting and conference%'session, the issue or issues shall be discussed at''a public
meeting of the Board.of County Commissioners If the issue"or issues are still.:not resolved to
the satisfaction:of the parties,then any party shall have the right-to_ seek such relief or remedy as
may be:provided by this:Lease or by Florida law:This paragraph does not.apply:where a default
has occurred under:the provisions of this Lease
27):Cooperation In the event any•adnunistrative or legal proceeding is instituted against
either party-,relating to the formation, execution, performance, or breachof this Lease, 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= or .
provision of the services under:this Lease .Landlord and:::Tenant. specifically agree that.,of:7 no
party to; this Lease shall,be required to enter`into any arbitration;proceedings related to.this
Lease.A party who requests the other parry's participation in accordance,with the testis of this
paragraph shall pay all reasonable'.expenses by"the other party by reason of such participation.
28);Covenant of No Interest Lessor and Lessee covenant that neither presently,has any
interest,:and:shall not acqq uire an interest, which:would conflict in any.manner.or degree with Y`
its performance under this;Lease,.'and that the only:interest_of each is to perform and,receive
benefits:as recited in;this Lease. ..
29) 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 1 12.313,: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 mformadon
30). Public Access •The;Lessor 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" to the;;provisions of Chapter 119,Florida Statutes; and. made or received by the
Lessor and Lessee incon'unction:with this Lease.
. 31)'Non-Waiver of Immunity' Notwithstanding :the provisions of•Sec.. 768.28 . Florida
Statutes,.the participation of the Lessor and Lessee in this Lease.and the acquisition of any
commercial liability; insurance ;coverage, `self-insurance. coverage, or local government
liability,insurance pool coverage shall not be deemed a waiver of immunity:to the,extent of
lability, coverage, nor shall any contract entered into by the.Lessor.be required to contain any
provision for waiver
32) Non�Delegation of Constitutional or:Statutory, Duties This Lease is not intended to,
nor shall • it be' construed as,. relieving any participating entity from, any' obligation.`, or
responsibility;imposed upon the entity.,by law except to:,the extent :ofactual and •timely
performance thereof,by any participating entity, in which' case the performance .may be
offered in satisfaction of the obligation:or.responsibility. Further, this.Lease is not intended to,
nor shall it be construed as, authorizing the delegation Of the constitutional or statutory duties
of the Lessee except to the extent permitted by,the Florida constitution, state statute,:and case
law
33)-Non Reliance by Non-parties No person or entity shall be entitled to:rely upon the
terms, or any of them, of this Lease to,enforce"or attempt to enforce any third-party'claim or
entitlement to or benefit:of any_service or ro p gram 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 separate and apart, inferior to, -or superior_ to the ;community in general.or.for:the
purposes contemplated in this Lease.
34)No Personal Liability No covenant or agreement contained herein shall be deemed:to
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be a covenant or agreement of any member, officer, agent or employee of Lessee it his or her
individual capacity, and no member, officer, agent. or .employee of Lessee shall- be liable
personally on this Lease or.be subject to any personal liability or accountability by reason of.
- the execution>of this-:Lease.
IN WITNESS WHEREOF,the parties`have set,their hands and seal the day and year first above
written.
4,,,,,0
`'� `W � :` BOARD OF COUNTY COMMISSIONERS
rC�a,�
_...04a
�' AMY HEAVILIN,CLERK OF MONROE COUNTY,FLORIDA
F .NI!L , A By
r' De• Clerk Mayor D Kolhage
(SEAL) DISTRICT SCHOOL BOARD OF
ATTEST OF MONROE'COUNTY,FLORIDA
By By
. . airman John:Dick
►RiV�Y x: '"
PEDRO MERCADO
•I
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Exhibit "A"
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MARATHON PUBLIC LIBRARY
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT is made and entered into. this 18th day of
February, 2015 by and between MONROE COUNTY, a political.subdivision of the. State of
Florida, whose address is 1100 Simonton Street, Key West, FL, 33040, ("County"), and THE
SCHOOL BOARD OF MONROE COUNTY, FLORIDA as contracting_agent for the School
District of Monroe County, Florida, whose address is 241 Trumbo Road, Key West, Florida
33040(the"School District"or"District"). ?
WHEREAS, the School District owns property adjacent to Stanley Switlick Elementary
School in the City of Marathon; and
WHEREAS, said School District property currently has a 2,250 square foot building
located on the property used as an Adult Education Facility; and
WHEREAS, the remainder of said School District property is used for bus, staff and
overflow parking; and .
WHEREAS, the County, under its authority pursuant to F.S. 125.0.1, operates and
maintains public libraries in Monroe County, including a 7,500 square foot library facility in the
City of Marathon;.and
WHEREAS, pursuant to the County's Capital Improvement Plan, the County library
facility in the City of.Marathon is scheduled to be replaced with a larger facility which will
require moving the facility to a larger parcel; and
WHEREAS, the School District has also determined that the adult education facility is in
need of replacement and is located on a large parcel of land identified as.RE#00103500-000000;
and
WHEREAS, the property where the adult education facility is currently located is an.
ideal location to construct a joint use facility to house both the expanded County Library and the
replacement School District Adult Education Facility
NOW THEREFORE, in consideration,of the mutual promises and conditions contained
herein,the parties agree as follows:
1. Monroe County shall execute an.agreement with the School District for a 99 year non-
exclusive lease of the property prior to expending any funds for the design cf the new facility,
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with such lease containing a reverter to the School District in the event the property is not used
for a public purpose.,
2. Monroe County shall issue a Request For Qualifications (RFQ) for the design and
construction of the facility.
3. The County and the District shall review and approve the design plans prior to
proceeding to construction of the facility.
4. The County will pay for construction of the facility and will'include,up to 2,250 square
feet for the Adult Education facility in the county's construction costs with a dedicated space of
no less than 1,500 square feet. One half of all shared use space will be counted towards this
allocation up to 750 square feet for purposes of the Adult Education.allocation. Any additional
space required by the School District will be apportioned to the District on a prorated share of
the total construction costs divided by the total square footage of the building in order to obtain a
per-square foot cost.The District shall be fully responsible for its share of the construction costs
allocable to,the additional space required. Building costs shall be exclusive of furnishings and
equipment, each party bearing their own costs for furnishing and equipping the facility.
Notwithstanding the forgoing, basic furnishings for common areas will be approved by each
party and a part of the construction cost.
5. Upon completion of construction, payment of the final pay application to the.contractor
and acceptance of the facility, the County shall own and be responsible for the maintenance and
repair of the facility.The District will provide,custodial service for its dedicated areas. Custodial
services for the joint use areas and County dedicated areas will be provided by the County.
Utilities will be prorated based on the respective dedicated areas without inclusion of common
areas. Common area utilities will be paid for by the County. All utility bills will be processed by
the County and an itemized statement provided to the District for reimbursement.
6. The County shall have sole authority in determining the hours of operation of the library.
7. The District shall have sole authority in scheduling adult education and/or training
classes. .
8. The County will manage scheduling of the common areas with official functions of the
County and District having priority in scheduling.
9. This Agreement shall become effective immediately upon execution. .
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10. In the event of any failure of compliance by either party hereto with a4y of its material
obligations to the other party as provided for herein such action shall constitute a default under
this Agreement.
11. Upon any such default, the non-defaulting party shall provide to the defaulting party.a
written Notice of such default, which Notice (a "Default Notice") shall state in reasonable detail
the actions the defaulting party must take to cure the same. The defaulting pa ty shall cure any
such default,within 30 days following the date of the Default Notice. •
12. Notwithstanding the provisions of this Agreement, if any such default by the defaulting
party remains uncured at the conclusion of any specified 30 day cure period, arid if the nature of
the defaulting party's obligations are such that more than 30 days is required to effect cure, then
the defaulting party shall not be in default hereunder and the non-defaulting party shall not have
the right toy exercise its termination rights granted herein as a result of any such default, if the
defaulting party commences cure within the applicable cure period and thereafter diligently
pursues cure to completion of performance.
13. In the event the defaulting party fails to affect any required cure as provided for herein,
the defaulting party shall be deemed to be in uncured default hereunder, and the.non-defaulting
party shall have the right, but shall not be obligated, upon written Notice to the defaulting party,
to terminate this Agreement.
14. If such Notice is given, this Agreement shall terminate on the date set forth in the Notice
and the parties shall be relieved of all rights and obligations hereunder, except;for any rights and
obligations that survive termination. i
15. To the extent permitted by law and subject to the provisions and monetary limitations of
Section 768.28, Florida Statutes, the District does hereby agree to defend, indemnify and hold
the County, its officers, agents, or employees,,harmless from and against any and all liability,
damages, costs or expenses-(including reasonable attorneys' fees, costs, and a penes at both the
trial and appellate levels) arising from the acts or omissions of the District any third party
vendor contracted by the Districtin connection with this Agreement.
To the extent permitted by law and subject to the provisions and monetary limitations of
Section 768.28, Florida Statutes,the County does hereby agree to defend, indemnify and hold the
District, its officers, agents, or employees, harmless from and against any and all liability,
damages, costs or expenses(including reasonable attorneys' fees, costs,_and expenses at both the
trial and appellate levels) arising from the acts or omissions of the County or any third party
vendor contracted by the County in connection with this Agreement.
16. Notices. •
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All notices,requests,demands, elections, consents, approvals and other communications
hereunder must be in writing and addressed as follows, or to any other address which either.party
may designate to the other party by mail:
If to County:
Roman Gastesi,Jr. -
County Administrator
Monroe County Historic Gato Building
1100 Simonton Street
Key West,Florida 33040 .
With a copy,to:
Robert Shillinger, Esq. .
Monroe County Attorney's Office
1111 12th St. Suite 408
Key West,Florida 33040
If to District:
Patrick Lefere
Executive Director of Operations and Planning
Monroe County School Board
241 Trumbo Road
Key West,Florida 33040
With a copy to:
Dirk Smits,Esq.
Vernis&Bowling of the Florida Keys,P.A.
81990 Overseas Highway, Third Floor,
Islamorada, FL 33036
Any Notice required by this Agreement to be given ormade within a specified,period'of.time, or
on or before a date certain, shall be deemed to have been duly given if sent by certified mail,
return receipt requested, postage and fees prepaid; hand delivered; or sent by overnight delivery
service.
{
17. Attorney's Fees and Waiver of Jury Trial. !.
In the event of any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals,
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law clerks and legal assistants, and including.fees and expenses charged for.representation.at
both the trial and appellate levels.
In the event of any litigation arising out of this Agreement, each party hereby knowingly,
irrevocably, voluntarily and intentionally waives its Tight to trial by jury.
18. Governing Law. j
f
,
This Agreement shall be construed in accordance with and governed by the laws of the State of
Florida. Exclusive venue for any litigation arising out of this Agreement shall be in Monroe
County, Florida or the Southern District of Florida. This Agreement is not subject to arbitration.
Both parties recognize and agree to abide by the Florida Governmental Conflict Resolution Act,
Chapter 164, Florida Statutes, prior to the institution of any litigation arising from .this
Agreement. . .
19. Public Access. .
Pursuant to Florida Statute §119.0701, the City and County shall comply with all public records
laws of the State of Florida, including but not limited to:
(a) Keep and maintain-.public records that ordinarily and necessarily would be required-by
Monroe County in the performance of this Agreement.
(b) Provide the public with access to public records on the same terms and conditions that
Monroe County would provide the tecords and at a cost that does not exceed the cost.provided in
Florida Statutes, Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as:authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no I cost, to Monroe
County all public records in possession of the,contractor upon termination of this.Agreement and
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided to Monroe
County in ,a format that is compatible with the-information technology systems of Monroe
County.
20. Entire Agreement/Modification/Amendment.
This writing contains the entire Agreement of the parties and supersedes any prior oral or written
representations. No representations were made or relied upon by either party; other than those
that are expressly set forth herein. 11
-
No agent, employee,or other representative of either party is empowered-to modify or
amend the terms of this Agreement, unless executed with the same formality as this document. -
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21. Nonassignability.
This Agreement shall not be assignable by either party unless such assignment is first approved
by both parties.
22. Severability.
If any term or provision of this Agreement shall to any extent be held invalid or unenforceable,
the remainder of this Agreement shall not be affected thereby, and each remaining term and
provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by
law.
23. Waiver.
The failure of either party to this Agreement to object to or to take affirmative action with
respect to any conduct of the other which is in violation of the terms of this Agreement shall not
be construed as a waiver of the violation or breach,or of any future violation,breach or wrongful
conduct.
24. Survival of Provisions.
Any terms or conditions of either this Agreement that require acts beyond the date of the term of
the Agreement, shall survive termination of the Agreement, shall remain in full force and effect
unless and until the terms or conditions are completed and shall be fully enforceable by either
party.
25. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed original
and such counterparts shall constitute one and the same instrument.
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Page 6 of 7
IN WITNESS WHEREOF,the parties hereto have set their hands and seal the di.y and year:first
written above.
s \" BOARD OF COUNTY C SS�ONERS
4 -
`:‘so. ;, AMY HEAVILIN,CLERK OF MONROE COUNTY, LORIDA .
, - . .4„ --,..::,--•-;.•---4,., '•- "...- 114 '1.0et '-. " '' . - :....:., :'
-„,},,• '/0 ri kffc., By:
etk • Maytir.. . y Koihage ,
.(SEAL). • ' -
• . MONROE COUNTY:SCIOOL BOARD -
. . ATT T:
B : ' -•k , .CA
5 B
- Clerk Chairman: .
•
.!1
1•
'M•• RO COU C'- Ey : .. ' •P VED ,4 O. - .
jI.
1
I PEDRO J. 9ERCADO . •
ASSISTANT C►i , . : - -
` Page 7 of 7
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