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Item C18 C.18 i�` CountCounty ��Monroe. ,y, ? "tr, BOARD OF COUNTY COMMISSIONERS y M T� \�1a� Mayor Michelle Coldiron,District 2 �1 1 nff `_ll Mayor Pro Tem David Rice,District 4 The Florida.Keys Craig Cates,District 1 Eddie Martinez,District 3 w Mike Forster,District 5 County Commission Meeting March 17, 2021 Agenda Item Number: C.1 8 Agenda Item Summary #7946 BULK ITEM: Yes DEPARTMENT: Fleet Management TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292-4441 No AGENDA ITEM WORDING: Approval of a Lease Agreement with Rockland Investment Corporation, Inc. for a building and ground space as an interim Fleet Maintenance facility on Rockland Key at a cost of $103,257 per year (plus prorata share of property tax). This is funded from Fleet budget. ITEM BACKGROUND: The compound currently occupied by Fleet Maintenance and Facilities Maintenance departments on South Roosevelt is needed by the Key West Airport for expansion of the passenger terminal in mid-2021. To vacate the existing facilities, a temporary location is necessary since design and construction of a new facility on the County's existing Rockland Key property will take two to four years. Staff reviewed several properties and found this to be the best-located and least expensive option. This parcel, owned by Rockland Investment Corporation, Inc., is located at 111 Overseas Highway on Rockland Key. The initial lease term is for two (2) years with three one (1)year extensions. The initial term will commence on March 17, 2021, and terminate on March 16, 2023. The property will require some build-out and improvements to accommodate the operations of Fleet Maintenance. Payment of rent will not commence until May 1, 2021, or upon Fleet Maintenance actually begins its daily operations from that location, whichever occurs first. The total monthly rental is $8,529.75, which includes the base rent for the main and secondary parcels and a percentage of the common area maintenance charges. The County will also pay a prorate portion of the taxes and its utilities. PREVIOUS RELEVANT BOCC ACTION: None CONTRACT/AGREEMENT CHANGES: Yes STAFF RECOMMENDATION: Approval DOCUMENTATION: Packet Pg.642 C.18 LEASE AGREEMENT - Rockland Inv. Corp (final 3-1-21 & legal stamped) REVISED FINAL COI - risk Approved - GL- Monroe County Board COI - Risk approved- CPP- Monroe County Board(002) FINANCIAL IMPACT: Effective Date: upon approval by BOCC (17 March 2021) Expiration Date: Two years after approval (16 March 2023) Total Dollar Value of Contract: $209,611.71 Total Cost to County: $209,611.71 Current Year Portion: $55,930.88 Budgeted: Source of Funds: CPI: N/A Indirect Costs: The facility will have to be renovated, costs of renovations not yet determined. Costs of relocation fleet equipment and replacement of any equipment that cannot be relocated (estimated at$200,000). Estimated Ongoing Costs Not Included in above dollar amounts: Utilities (TBD) and prorated share of property taxes (TBD) Revenue Producing: NO If yes, amount: Grant: N/A County Match: N/A Insurance Required: as stated in contract Additional Details: N/A Increases cost of rent from $74,000 (funded by Fleet and Facilities)to approximately $105,000 funded by Fleet budget. REVIEWED BY: Kevin Wilson Completed 03/02/2021 12:07 PM Roy Sanchez Skipped 03/02/2021 4:04 PM Patricia Eables Completed 03/02/2021 4:18 PM Purchasing Completed 03/02/2021 4:20 PM Budget and Finance Completed 03/02/2021 5:06 PM Maria Slavik Completed 03/02/2021 5:32 PM Liz Yongue Completed 03/02/2021 5:54 PM Board of County Commissioners Pending 03/17/2021 9:00 AM Packet Pg.643 C.18.a LEASE AGREEMENT 2- THIS LEASE AGREEMENT is made and entered into on this 171h day of March, 2021, by and between ROC AND INVESTMENT CORPORATION, INC. a Florida Corporation, authorized to do business in the State of Florida, ("Lessor"), whose principal address is 615-B 0 United Street, Key West, Florida 33040, and MONROE COUNTY, a political subdivision of the cv State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 .2 ("Lessee"/"County"). and. WHEREAS, the County has negotiated with the Lessor for the lease of that certain property, improvements and structures situated at and commonly known as III Overseas Highway, Unit No. 300, Rockland :Key, Monroe County, Florida 33040, with Parcel Identification No. 00122070-000200, ("Property"), for use of certain areas of the Property to provide a warehouse unit and limited surrounding land for use by the County as a location for its Fleet Department operations for the Lower Keys area; and 06 N WHEREAS, as a condition of the Lease pursuant to Paragraph I of this Lease Agreement, the Lessor and Lessee agree that: upon execution of the Lease, the Lessor and/or Lessor's other W tenants may retain use of certain other areas of the Property, in addition to the use by the County of the remaining areas, from the execution of the Lease date pursuant to the terms and conditions as set forth in this Lease Agreement; and 0 WHEREAS, the Lessor desires to lease the herein described Property to the County and retain the current use of other areas of the l I l Overseas Highway,Rockland Key parcel to continue in any current operations while the County proceeds with its proposed use of its designated Property; and 1 Packet Pg. 644 C.18.a WHEREAS, the Lessee is willing to lease the Property for the purposes of Lessee's 2- operations and allow Lessor to retain control of certain other designated areas for its use during the Lease term; NOW,THEREFORE,IN CONSIDERATION of the mutual promises and covenants set 0 forth below, the parties agrees as follows: `✓ cv 1. Premises. The Lessor does hereby lease to Lessee and Lessee leases from the N Lessor, the Property situated at and commonly known as III Overseas Highway, Rockland > Key, Monroe County, Florida 33040, and more particularly described as a total of 5,834 Sq. ft.. which consists of 928 Sq. ft. of Office Space and 3,654 Sq, ft. of Main Warehouse Space, both of which are on the ground floor of the building, and 324 Sq. ft. of Security Storage Space and 928 Sq, ft. of Mezzanine Storage Space, both of which are on the Second Floor of the LU building,plus an additional 59 feet of the surrounding outside property immediately North of the existing building, referred to herein as the `Main Parcel"; plus an additional ground area of 40 LU feet of the surrounding outside property West of the building,referred to herein as the"Secondary Parcel, and collectively known as the "Premises" or "Sale Use Areas", as more particularly described on Exhibit "A" setting forth Lessee's designated area of the parcel, attached to this Lease and made a part hereof. This Lease allows the continued exclusive use of certain other areas of the building and/or surrounding property by the Lessor and/or its other tenants. ru 2. Term and Effective Date. Subject to and upon the terms and conditions as set forth herein, the initial term of this Lease shall be for two (2) years, with the term to cornmence on March 17, 2021, and terminate on March 16, 2023, unless earlier terminated as provided in , this agreement. Lessee shall take possession upon approval of this lease Agreement by the Board of County Commissioners to initiate the build-out and improvements that are required for W the Fleet Management operations on the Premises. The payment of rent shall commence at set forth in Paragraph 8 herein. 3. Extension Period. There shall be three (3) additional one (1) year extension .� periods anticipated as part of this Lease with annual renewals after the initial term of this Lease, upon approval of both parties. In the event that Lessee chooses to exercise its option to extend the lease term, Lessee will notify Lessor ninety (90) days prior to the expiration of the Lease, in writing, that it desires a renewal of the Lease, upon the same terms and conditions, as set forth herein, and said Lease renewal shall be set forth in a written amendment to this Lease. 4. Securit3 Deposit. No security deposit will be required. If the Lessee vacates or abandons the Premises in violation of this Lease, any property belonging to the Lessee that the Lessee leaves on the premises shall be deemed to have been abandoned and may be retained by the Lessor as property of the Lessor, or be disposed of at a public or private sale, provided that Lessor first provides twenty (20) days' written notice to the Lessee and provides a reasonable opportunity for Lessee to retrieve such property. Any proceeds of such sale, at the current fair market value, may thereafter be applied by Lessor against: (1) expenses of the Lessor for E 2 Packet Pg. 645 C.18.a removing, storage or sale of the personal property, (2) the arrears of rent, or future rent, payable under this Lease, and(3) any other damages to which the Lessor may be entitled hereunder. The balance of any such amounts, of any, shall be given to the Lessee. 0) S. Rent. The amount Lessee shall pay to the Lessor for the Premises shall be as follows: Six Thousand Six Hundred Ninety-five and 00/100 ($6,695,00) Dollars per month as the Base Rent for the Main Parcel and One Thousand Five Hundred and 00/100 ($1,500.00) � Dollars per month as the Base Rent for the Secondary Parcel. Other monetary obligations of e Lessee owes to Lessor under the terms of this Lease are herein referred to as "Additional Rent' Lessee shall also pay monthly, as Additional Rent, a portion of the Common Area Maintenance Costs ("C.A.M.), in the amount of five percent (5%) of the base rent for the Main Parcel in the .2 amount of Three Hundred Thirty-four and 75/00 ($334.75) Dollars per month. > 6. Taxes. The Lessor shall pay all taxes and assessments, if any, including any sales or use tax, levied by any governmental agency with respect to the Lessor's operations on the Premises and ownership of the Property. Lessee is a political subdivision of the State of Florida and is not obligated to pay any sales tax under this Lease Agreement. The leased Premises is a newly created parcel within the entire Property so the Lessee's baseline prorata share of the taxes, is unknown at this time. Lessee agrees to pay Lessor, as Additional Rent, Lessee's proportionate share of the tax expenses in monthly installments once the rate has been agreed upon by Lessor and Lessee. Lessor shall furnish Lessee with a written Statement of the actual amount of Lessee's proportionate share of the tax expenses and Lessee shall pay same as a part of its monthly payment y to Lessor for the base rent, C.A.M. costs, utilities, or any other such rent expense that may be due to Lessor. 06 7. Utilities. Lessee shall be responsible for payment of all utilities on a monthly basis, including but not limited to the following as necessary, water, electric, sewer, solid waste, , trash removal, telephone, internet service, cable, LP gas, insect and rodent extermination, or other such similar utilities, as used or consumed by Lessee in the Premises. If any such services are to W be separately metered to Lessee, then Lessee shall be required to arrange and pay all charges customarily charged for connection of such services by the applicable provider thereof, including connection fees, the cost of the meters therefore, and any required deposits or prepayments. In the event separate bills are not obtainable for such utility expenses, Lessee shall pay to Lessor the Lessee's proportionate share of such charges and expenses for its use and consumption, as billed monthly by Lessor, and shall be referred to as Additional Rent, 8. Payment of Rent. The payment of rent shall commence on May 1, 2021, or upon Lessee actually commencing its daily Fleet Management operations at the Premises, whichever occurs first. Lessee shall pay to Lessor the Base Rent plus any other Additional Rent in lawful money of the United States, without offset or deduction on a monthly basis. As a condition precedent for any payment due under this Lease, the Lessor shall submit monthly, on or before the fifth (51'') day of each month, unless otherwise agreed in writing by the Lessee, a proper invoice to the Lessee requesting payment for the then applicable monthly Base Rent and any Additional Rent, if applicable. The Lessor's invoice shall describe with reasonable particularity the aforementioned information in order to necessitate payment by the Clerk of the Court. The Lessor's invoice shall be accompanied by such documentation or data in support of the Base Rent and/or any Additional 3 Packet Pg. 646 C.18.a Rent for which payment is sought as the Lessee may require. Lessor's invoice shall be submitted 2 to the Fleet Management, 353 S. Roosevelt Blvd., Key West, Florida 33040. Payment of any Base Rent or Additional Rent will be made pursuant to the Local Government Prompt Payment act Section 21 .70, Florida Statutes. Payment of Base Rent and Additional Rent shall be made to Lessor at its address stated herein or to such other persons or at such other addresses as Lessor y from time to time designate in writing to Lessee. Base Rent and Additional Rent are collectively referred to as "Rent" or "rent". All monetary obligations of Lessee to Lessor under the terms of this Lease are deemed to be Rent. c . Insurance and Liabi i Lessor shall provide a commercial general liability insurance policy with a coverage limit of no less than One Million and /1 ( 1, 0 , . ) Dollars for the Property and its own operations. Lessor shall maintain its current property insurance coverage on the entire Property insured for the full Replacement Value of the total structure. Lessor and Lessee agree to waive coverage for wind or flood insurance by either party. Lessee shall maintain sufficient insurance to insure the Lessee's contents and any other personal property used by the Lessee in its Sole Use Areas and to protect the Lessor and Lessee from all claims of property damage and personal injury, including death, whether the claims are under theWorker's Compensation Act or otherwise, which may arise from its operations under this Lease. Lessee shall not occupy or use the dernised Premises or permit them to be occupied or used for any business or purpose that would increase the premium for fire insurance on the building under y the normal rates applicable. Lessee agrees to be responsible and hold the Lessor harmless from and against any and all loss, claims, liability or costs (including court costs and atto ey's fees) m incurred by reason of Lessee's use of the property as an operations center for Lessee's Fleet 06 Department to the extent permitted by Florida Statute Sec. 768.28. Notwithstanding anything contained in this Lease to the contrary, Lessee, as a political subdivision of the State of Florida , does not waive and expressly reserves its sovereign immunity, except as provided in Florida Statute, Sec. 76 .2 . W 10. Mechanic's Liens. Lessee further agrees that Lessee will pay all of Lessee's contractors, subcontractors, mechanics, laborers, materialmen and all others, and, subject to the limitations set forth in Fla. Stat. Sec. 76 .2 , will indemnify Lessor 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 Lessor to discharge any liens, judgments, or encumbrances against the Premises caused or suffered by Lessee. It is understood and agreed c 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 o the Lessor's interest in the above- described property, and all persons contracting with the Lessee for the doing of work or the furnishing of any materials on or to the Premises, and all material men, 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. Pursuant to Section 713.23, Fla. Stat., the liens authorized in Ch. 713, Fla. Stat. does not apply to the Lessee. E Packet Pg. 647 C.18.a 11. Relationship of Parties. The Lessee is, and shall be an independent contractor 2 and not an agent or servant of the Lessor. The Lessee shall exercise control, direction, and 2- supervision over the means and manner that its personnel, agents, employees, and volunteers 0 perform the work for which purpose this Lease is entered. The Lessee shall have no authority whatsoever to act on behalf and/or as agent for the Lessor in any promise, lease, or representation other than specifically provided for in this Lease. The Lessor shall at no time be legally responsible for any negligence on the part of the Lessee, its personnel, agents, employees, or volunteers resulting in either bodily or personal injury or property damage to any individual, property, or c corporation. N 12. Termination. This Lease may be terminated at the discretion of the Lessor in N the following circumstances: > A. Lessee fails to pay the rent when due; B. Lessee otherwise breaches the terms of this Lease; and C. Lessor may terminate this Lease for convenience upon giving one hundred eighty (180) days' prior written notice to the Lessee. 1° This Lease may be terminated by Lessee in the following circumstances: A. The County of Monroe, or any other applicable governmental entity shall raise a zoning challenge, in which case Lessee shall be entitled to terminate this I-ease y upon giving one hundred eighty (180) days' written notice to Lessor; B. The County's performance and obligation to pay tinder this Lease is contingent upon an annual appropriation by the Board of County Commissioners and the 06 approval of the Board members at the time of the Lease initiation and its duration, C. The Lessee acquires adequate space in a County-owned or State-owned building or , other real property sufficient to allow Lessee's current use of the Premises herein to be transferred to such other County or State owned property; and W D. Lessee may terminate this Lease for convenience upon giving one hundred eighty (180) days' prior written notice to the Lessee. �i 13. Uses. The Premises shall be used solely for the purposes of conducting the Lessee's proposed Fleet services/activities related to its Fleet Department operations or other such County uses. Lessee shall neither commit, nor permit waste of the demised Premises, shall use , with care and shall not destroy or remove without consent of the Lessor, any fixtures or Z improvements of the Premises. Lessee shall not maintain, commit, or permit, the maintenance or commission of any nuisance on the Premises. Any damages resulting from misuse shall be borne by the Lessee. Lessee shall be permitted to erect signs on the Premises with prior permission of Lessor, including but not limited to a sign containing the name of Lessee's operations. The Lessor's decision on signage will be delivered no later than fifteen (15) days after the Lessee's request. Lessor and/or its other tenants retain the right to display signage for its own purposes provided it 5 Packet;Pg.!fLi C.18.a meets all legal requirements. Lessee shall not remove any interior or existing signs without a Lessor's consent/permission. 0) 14. Maintenance. During the term of this Lease, Lessee agrees to be responsible for the maintenance and janitorial services of all areas, both interior and exterior, of the leased Premises, which Lessee utilizes. Lessee shall also maintain the exterior grounds of its leased Premises. All maintenance and janitorial service shall be completed within a reasonable timeframe. The foregoing provision notwithstanding, the Lessor and/or its other tenants agree to be responsible for maintenance and janitorial service of the other areas of the Property. Lessee must keep the Premises under the sole use and control of the Lessee in good order and condition. .N At the end of the term of this Lease, the Lessee must surrender the Premises to the Lessor in the same good order and condition as the Premises were on the commencement of the term, normal wear and tear excepted. The Lessee shall not commit waste on the Premises,nor maintain or permit a nuisance on the Premises. After termination or expiration of this Lease, the Lessee shall pay the Lessor the cost of any repairs and clean--up necessary to restore the Premises to its condition at the commencement of the Lease, normal wear and tear excepted. LU 15. Improvements and Repairs. Lessee reserves the right from time to time to make such improvements, alterations, renovations, changes and repairs in and about the Premises as Lessee shall deem desirable, and Lessee shall make no claims against Lessor for the interference y with Lessee's leasehold interest, or loss of damages, to its operation during such improvements, ru alterations, renovations, changes and repairs. Lessee shall have the right at Lessee's own expense to improve or alter the interior and exterior of the leased Premises. Any improvements or alterations proposed must first be submitted in writing for approval by the Lessor. No improvements or alterations shall be made without the prior written consent of the Lessor, which consent shall not be unreasonably withheld. The Lessor's decision on Lessee's request for consent will be delivered no later than seven (7) days after the delivery of the request. If no decision is issued, then the Lessor shall be deemed to have consented. If Lessee's improvements or alterations result in the need to retrofit or alter the existing structure, such additional work shall be at Lessee's expense. 0 Lessee covenants that any such improvements and alterations shall be made in a workmanlike manner and in compliance with all federal, state, and municipal laws and requirements, including all permits and approvals required in connection with any improvements, alterations, or repairs. Lessee's improvements or alterations erected or made on the demised Premises shall, upon expiration or sooner termination of this Lease, belong to the Lessor. w With respect to repairs and/or replacement of all mechanical infrastructures. Lessee and v) �t Lessor shall mutually agree that the repair and/or replacement is necessary. The Lessee shall bear the first One Thousand and 00/100 ($1,000.00) Dollars of the cost of repair and/or replacement of mechanical infrastructures. Thereafter, the Lessor shall bear one hundred percent (100%) of any E 6 Packet Pg. 649 C.18.a cost of repair and/or replacement in excess of One Thousand and 00/100 ( 1,000.00) Dollars. For purposes of this paragraph, the term "mechanical infrastructure" means the roof and air conditioning/heating systems. Except as set forth herein, Lessee shall be responsible for y maintaining,repairing or replacing all existing electrical/plumbing infrastructures and components on or in the Premises. 16. Assignment. Lessee may not assign this Lease or assign or subcontract any of its obligations under this Lease without the prior written approval of the Lessor. All the obligations of this Lease will extend to and bind the legal representatives, successors,and assigns of the Lessee and the Lessor. c N 17, Subordination. This Lease is subordinate to the laws and regulations of the United States, the State of Florida, and Monroe County, whether in effect on commencement of this Lease or adopted after that date. 18. Licenses. Lessee shall be responsible for and provide all licenses required by all local, state, and federal agencies. w 19. Premises to be Used for Lawful Purposes. It is expressly covenanted between the parties hereto that the Lessee will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in y violation of the laws of the United States,or of the State of Florida,or of the Ordinances of Monroe County, Florida, or of the Ordinances of any applicable municipality. Lessee will keep and save 2 the Lessor forever harmless from any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of Lessee and Lessee will indemnify and save and keep harmless the Lessor against and from any loss, cost, damage, and expense arising out of any accident or other occurrence,causing inj ury to any person or property whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or any part thereof by Lessee. 0 20. Limitation of Lessor's Liability. It is further agreed that in no case shall the Lessor herein be liable, under any express or implied covenants in the Lease, for any damages whatsoever to the Lessee beyond the rent reserved by the Lease accruing, for the act, or breach of covenant, for which damages may be sought to be recovered against said Lessor, and that in the event said Lessee shall be ousted from the possession of said property by reason of any defect in the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall not be required to pay rent under this Lease while it is so deprived of said property, and that said Lessor UJ shall not incur any liability as a result of such ouster. UJ UJ 1. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 22. Lessor's Right of Entry. The Lessor reserves the right hereunder to enter upon the Premises at any reasonable time during normal operating hours for the purpose of inspecting said Premises to determine whether Lessee has complied and is complying with the terms and 7 Packet Pg. l O- C.18.a conditions of this Lease. The Lessee hereby agrees to keep the Premises at all times in a clean and sanitary condition, and not to maintain or keep upon said Premises any properties or equipment 2- not used in connection with the operation of said business, unless authorized by the Lessor to do 0 SO. 23. Responsibility for Property on Leasehold. All property of any kind that may be on the Premises during the term of this Lease shall be at the sole risk of the Lessee. The Lessor shall not be liable to the Lessee or any other person for any injury, loss, or damage to property or c person on the Premises. '✓ cv 24. Damage to Leasehold. In the event that the demised Premises, or a major part .N thereof, are destroyed by fire, storm, or any other casualty, the Lessor at its option may forthwith > repair the damage to the Premises and any structures Located thereon at its own cost and expense. The rental thereon shall cease until the completion of such repairs. If Lessor exercises its option to repair the Premises, Lessee agrees to assign its right to the insurance proceeds to the Lessor. 25. Condemnation. If the whole of the leased Premises, or such portion thereof as will make the leased Premises unusable for the purposes leased hereunder, shall be taken by any public authority under the power of eminent domain or sold to any public authority under threat or in lieu of such take, the Term shall cease of the day possession or title shall be taken by such public authority, whichever is earlier ("Taking Date"), whereupon Rent shall be paid up the the E Taking Date with a proportionate reftuld.by Lessor of any Rent paid for a period subsequent to the Taking Date. If less than the whole of the leased Premises, or less than such portion thereof as will make the leased Premised unusable Tor the purposes leased hereunder,shall be taken,the Term shall cease only as to the part so taken as of the Taking Date, and Lessee shall pay Rent up to the Taking Date, with appropriate credit by Lessor (toward the next installment of Rent due from Lessee) of any Rent paid for a period subsequent to the Taking Date. Base Rent and other charges payable to Lessor shall be reduced in proportion to the amount of the leased Premises taken. All compensation awarded or paid upon a total or partial taking of the leased Premises including the value of the leasehold estate created hereby shall belong to and be the property of Lessor without any participation by Lessee; Lessee shall have no claim to any such award based on Lessee's U leasehold interest. However, nothing contained herein shall be construed to preclude Lessee, at its cost, from independently prosecuting any claim directly against the condemning authority in such -� condemnation proceeding for damage to, or cost of removal of, stock,trade fixtures, furniture, and other personal property belonging to Lessee, improvements paid for by Lessee, and moving and other reasonable relocation expenses; provided, however, that no such claim shall diminish or otherwise adversely affect Lessor's award. 26. Estoppel Certificate. Lessee shall, at any time and from time to time, within ten (10) business days after written request by Lessor, execute, acknowledge and deliver to Lessor, or its mortgagee or trustee, a statement in writing duly executed by Lessee (i) certifying that this Lease is in full force and effect (if that be the case) without modification or amendment (or, if there have been any modifications or amendments, that this Lease is in full force and effect as modified and amended and setting forth the modifications and amendments), (ii) certifying the dates to which rental have been paid, and (iii) either certifying that to the knowledge of the Lessee no default exists under this Lease or specifying each such default; it being the intention and s Packet Pg. 651 C.18.a agreement of Lessor and Lessee that any such statement by Lessee may be relied upon by a prospective purchaser or a prospective or current mortgagee of the leased premises, or by others, in any matter affecting the leased Premises. 27. Rights Reserved. Fights not specifically granted to Lessee by this Lease are reserved to the Lessor. 28. Indemnification/Hold Harmless. Subject to and without waiving the protections e of Section 768.28, Florida Statutes, Lessor and Lessee shall each indemnify, defend, and hold. harmless the other party and the other party's employees, agents, guests, invitees, and contractors (the"Indemnified Parties") from and against any and all loss, damage, claim, demand,liability or 2 expense (including reasonable attorneys' fees) resulting from claims by third parties and based on > any acts or omissions (specifically including negligence and the failure to comply with this Lease) of the Indemnitor, its employees, agents, guests, invitees, and contractors and only to the extent �t caused in whole or in part by acts or omissions of the Indemnitor, its employees, agents, guests. invitees,and contractors regardless of whether the claim is caused in part by any of the Indemnified Parties. When any claim is caused by the joint acts or omissions of the Indemnitor and the Indemnified Parties, the Indemnitor's duties under this paragraph shall be in proportion to the Indemnitor's allocable share of the joint liability. 29. Governing Law, Venue, and Interpretation. This Lease shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and y to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Lease, the Lessor and Lessee m agree that venue will lie in the appropriate court or before the appropriate administrative body in 06 Monroe County, Florida. The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this Lease by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 0 30. lE+orce Maieure. Any prevention,delay,or stoppage due to strikes, lockouts,labor disputes, acts of Clod, including inclement weather and/or periods of rain or other weather conditions, inability to obtain labor or materials. or reasonable substitutes therefore, governmental restrictions or requirements, governmental regulations, governmental controls, inability to timely obtain governmental approvals,failure of power,riots, insurrection, ware or other enemy or hostile government action, civil commotion, fire or other casualty, early closure of asphalt plants, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such party for a.period equal to any such prevention,delay, or stoppage, including the obligations of Lessor to deliver the leased Premises. The foregoing force majeure provisions are inapplicable to any payments of money due under this Lease 31. Severability. 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 9 Packet Pg. 652 C.18.a provisions of this Lease, shall not be affected thereby; and each remaining term, covenant, 2 condition, and provision of this Lease shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions, and y provisions of this Lease would prevent the accomplishment of the original intent of this Lease. a The Lessor and Lessee agree to reform the Lease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 0 32. Attorney's Fees and Casts. The Lessor and Lessee agree that in the event any cause W of action or administrative proceeding is initiated or defended by any party relative to the R enforcement or interpretation of this Lease 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 expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Lease shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 33, Binding Effect. The terms, covenants, conditions, and provisions of this Lease shall bind and inure to the benefit of the Lessor and Lessee and their respective legal representatives, successors, and assigns. 34. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Lease have been duly authorized by all necessary County and corporate action, as required by law. 35. Claims for Federal or State Aid. Lessor and Lessee agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 0 36. Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Lease or by Florida law. 0 37, Caor)cration. In the event any administrative or legal proceeding is instituted w against either party relating to the formation, execution, performance, or breach of 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. Lessor and Lessee specifically agree that no party to this Lease shall be required to enter into any arbitration proceedings related to this Lease. 38, Nondiscrimination. Lessor and Lessee agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of 0) competent jurisdiction that discrimination has occurred, this Lease automatically terminates 10 Packet;Pg. 653 C.18.a without any further action on the part of any party, effective the date of the court order. Lessor and Lessee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the 0 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 c amended(42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism prevention, .N 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. 12101 Mote), as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article 11, 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. 39. Covenant of No Interest. Lessor and Lessee covenant that neither presently has any interest,and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Lease, and that the only interest of each is to perform and receive N benefits as recited in this Lease. , 40. Cade of Ethics. Lessee agrees that officers and employees of the Lessee recognize W 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. 41. No Solicitation/Payment. The Lessor and Lessee warrant that, in respect to itself, e it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Lease and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely w for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Lease. For the breach or violation of this provision, the Lessee agrees that the Lessor shall have the right to terminate this Lease without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Ll Packet Pg. 654 C.18.a 42. 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 subject to the provisions of Chapter 119, Florida. Statutes, and made or received by the 0 Lessor 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 Lessor. 43. Non-Waiver of Immunity. Notwithstanding the provisions of Chapter 768.28, Florida Statutes, the participation of the Lessor and Lessee in this Lease and the acquisition of any e commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Lessor be required to contain any provision for waiver. 44. Lemal Qbheations and Responsibilities. 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 of actual and timely performance thereof by any participating entity, in which case the U) 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. 45. 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 m entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or , group of individuals, entity or entities, have entitlements or benefits under this Lease separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease. 0 46. 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. 47. Execution in Counterparts. This Lease may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Lease by signing any such counterpart. 48. Section Neadin s. Section headings have been inserted in this Lease as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Lease and will not be used in the interpretation of any provision of this Lease. 12 Packet Pg. 655 C.18.a 49. Mutual Review. This Lease has been carefully reviewed by Lessee and Lessor; therefore this Lease is not to be construed against either party on the basis of authorship. 0 50. Notices. Any written notice or correspondence given pursuant to this Lease shall be sent by United States Mail, certified, return receipt requested, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice is deemed received when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date e of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: cv c N LESSEE: LESSOR: > County Administrator Rockland Investment Corporation, Inc. Monroe County Attn.: Steve R. Henson 1100 Simonton Street 615-B United Street Room 2-205 Key West, Florida 33040 Key West, Florida 33040 And County Attorney E Monroe County y 1111 12'h Street Suite 408 Ivey west, Florida 33040 06 T_ N 51. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies in law or in equity. W 52, Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. [REMINDER OF PAGE INTENTIONALLY LEFT BLANK] 0 13 Packet Pg. 656 C.18.a IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. 0 0) LESSOR: ROCKLAND INVESTMENT CORPORATION, INC., c A Florida Corporation cv c N WITNESSES: > BvJ-0 Al l _ - Print Naive Print Name Title Print Name y m 06 T- cv LESSEE: (SEAL) BOARD OF COUNTY COMMISSIONERS W ATTEST: KEVIN MADOK„ CLERK.. OF MONROE COUNTY, FLORIDA 0 By: By: As Deputy Clerk Mayor/Chairperson MONWE COUNTY ATTORNEYS OFFICE PATAIMADSLES TTT DATE: 14 Packet Pg. 657 C.18.a m 0 w EXHIBIT "A" Lessee's Premises an the Parcel N N 06 - N u 15 Packet Pg. 658 -el A (podwe4s leBalR LZq-C I Ug) djoo an d PUBIM3 - :4uqua 3 44 Lo- co `o U �~ rat d � I� Alf 49 WALL*p PVI o rs Co Ell TeANVOEMCES y L j13 l Ego, uj r ft ms < tu-iy- Y � 8* Ul to f f xc raj D tU f ' f _ I EX I I LOWAREA t i 1,tl,lk"I ka'.✓ .... e EL.LAO is . 5UbDM51ON PLAT - _� WI ALUM CAP - � µ 150,0 rater WIDE Qowt e - f -. r P d wum zw7e ze eAsT wwwe r&JNW C.18.a m 0 m 0 Exhibit A building in!erior O LEVEL 2 - LOFT LEVEL 1 >mmmm*7 t t A 1 i 4 i i I i i E 1 C I C 06 i 1 y Y i i W k j t � N ammawommummum f i 0 U 0 U Packet Pg. 660 i ACORD- CERTIFICATE OF LIABILITY INSURANCE 3'8' C.18.b PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE Hays Companies DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 1000 S. Pine Island Road, Suite#225 POLICIES BELOW. Plantation, FL 33324 INSURERS AFFORDING COVERAGE NAIC# INSURER A: Scottsdale Insurance Company PHONE NO. (954)475-3600 FAX NO. (954)475-2120 INSURER B: National Union Fire Insurance Company INSURER C: Rockland Investment Corp INSURED 615-B United Street INSURER D: Key West,FL 33040 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, =_ TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE U POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. U INSR ADDL TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR INSRD DATE(MM/DD/YY) DATE(MM/DD/YY) 2— A GENERAL LIABILITY EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $100,000 N PREMISES Ea occu rrence CLAIMS MADE F_X] OCCUR MED EXP(Any one person) $5,000 CPS7277468 12/08/20 12/08/21 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: ApprovedPRODUCTS-COMP/OP AGG Excluded r�j_ - Ris Management nage/ment X POLICY PROJECT LOC //'GC��UC% ��� DEDUCTIBLE AUTOMOBILE LIABILITY 3-8-2021 COMBINED SINGLE LIMIT $1,000,000 W ANY AUTO (Ea Accident) ALL OWNED AUTOS BODILY INJURY A SCHEDULED AUTOS CPS7277468 12/08/20 12/08/21 (Per Person) 0 X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per Accident) PROPERTY DAMAGE (Per Accident) GARAGE LIABILITY AUTO ONLY—EAACCIDENT U ANY AUTO OTHER THAN EA ACC O AUTO ONLY: AGG C B EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $1,000.000 O X1 OCCUR F—] CLAIMS MADE AGGREGATE $1,000,000 EBU061178232 12/08/20 12/08/21 PRODUCTS-COMP/OP AGG $1,000,000 DEDUCTIBLE CRISIS RESPONSE LIMIT OF $ INSURANCE 250,000 RETENTION XS CRISIS FUND LIMIT OF $50 000 INSURANCE WC STATL- OTH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L.DISEASE—EA EMPLOYEE If yes,describe under SPECIAL PROVISION BELOW E.L.DISEASE—POLICY LIMIT .� OTHER: OTHER: OTHER: C) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Property Address: I I I Overseas Hwy,Key West,FL 33040 Terrorism Excluded CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS ,] WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO Monroe County Board of County Commissioners DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS 1100 Simonton St. AGENTS OR REPRESENTATIVES. Key West , FI 33040 AUTHORIZED SIGNATURE ,, ACORD 25(2001/08) ©ACORD CORPORATION 1988 Packet Pg.661 C.18.b IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 2- 0 DISCLAIMER *� This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 0 0 0 CJ 0 r- 0 T CJ ACORD 25(2001/08) Packet Pg.662 3/8/2021 C.18.c EVIDENCE OF PROPERTY INSURANCE THIS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED,IS IN FORCE,AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY. ra (A/ONE/FAX): Phone:954-475-3600 PRODUCER PC,No.Ext. COMPANY Fax:954-475-2120 Hays Companies 1000 S.Pine Island Road, Suite 225 Scottsdale Insurance Company Plantation,FL 33324 CODE: SUB CODE: AGENCY CUSTOMER ID#: INSURED Loan: POLICYNUMBER: CPS7277468 EXPIRATION Rockland Investment Corp,Inc. EFFECTIVE DATE DATE 615-B United Street 12/8/2020 12/8/2021 ❑ TER�MI�TED I`F c CHECKED Key West,FL 33040 a- THIS REPLACES PRIOR EVIDENCE DATED: 2- PROPERTY INFORMATION 0 LOCATION/DESCRIPTION Q) I I I Overseas Hwy,Key West,FL 33040 COVERAGE INFORMATION COVERAGE/PERILS/FORMS AMOUNTOFINSURANCE DEDUCTIBLE Special Form,Excluding Earthquake,Flood,Wind/Hail and Mold 0 Replacement Cost-Building&Contents/Actual Loss Sustained-Business Income 90%Coinsurance-Real Property& 100%Coinsurance-Business Income N $5,000 Per Occurrence-All Other Perils Deductible Terrorism Excluded Approved Risk Management with attachments 0 3-8-2021 r- 0 CL CL Please see 2°d Page for Commercial Location Specific Coverage Information REMARKS(Including Special Conditions) 0 CANCELLATION THE POLICY IS SUBJECT TO THE PREMIUMS,FORMS,AND RULES IN EFFECT FOR EACH POLICY PERIOD. SHOULD THE POLICY BE TERMINATED,THE le COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICE,AND WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST,IN ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW. ADDITIONAL INTEREST NAME AND ADDRESS MORTGAGEE ADDITIONAL INSURED LOSS PAYEE Monroe County Board of County Commissioners AUTHORIZED REPRESENTATIVE .E 1100 Simonton St. Key West , F133040 ACORD 27(3/93) C ACORD CORPORATION 1993.All rights reserved. Packet Pg.663 C.18.c Commercial Location Specific Coverage: Building Rents 111 Overseas Hwy,Key West,FL 33040 $1,250,000 $120,000 2- 0 m 0 cv 0 0 CJ 0 r- 0 CL CL CJ c c� CJ ACORD 27(3/93) DP C ACORD CORPORATION 1993.All rights reserved. Packet Pg.664