Item C25 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: October 16, 2013 Division: Public Wort s/E i ri nizineenng
Bulk Item: Yes _A_ No Department: Facilities Maintenance
Staff Contact Person: Dent Pierce/305 292-456
AGENDA ITEM WORDING: Approval of a Lease Agreement with the State of Florida Department
of Health,Monroe County Health Department to provide continued 1325 sq. ft. of office space at the
Murray E. Nelson Goverm-rent and Cultural, 102050 Overseas Highway, Key Largo, FL
ITEM BACKGROUND: Previous staff reductions left available office space in the Murray E.Nelson
Government and Cultural Center. In 2009, the Florida Department of Health proposed leasing for one
year 1,057 square feet of this vacant office space to Provide programs and office space for
administrative and vital statistics office staff. In 2010, the Health Department requested, and was
approved, increasing the space to 1,3,25 square feet at no cost for the additional 268 square feet due to
budget reductions. The lease has been satisfactory for both parties and the Department of Health is
requesting continued use of this space,but at no charge due to ongoing budgetary restraints, Waiver of
rent will allow the Health Department to still provide an acceptable level of public health services for
residents of the Keys.
PREVIOUS RELEVANT' BOCC ACTION: At the August 19, 2009, July 21, 2010, November 16,
2011 and October 17, 2012 meetings, the BOCC approved one-year agreements with the Monroe
County Health Department for office space in the Nelson building.
CONTRACT/AGREEMENT CHANGES: New Agreement
STAFF RECOMMENDATIONS: Approval
TOTAL COST: — -0- INDIRECT COST: N/A BUDGETED: Yes--&—No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY: same SOURCE OF FUNDS.*
REVENUE PRODUCING: Yes— No X AMOUNT PER MONTH_ Year
q PicA, K Vvl
APPROVED BY: County Atty OMB/PurchSsing_ Risk Management'Ld
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM#
Revised 1/09
MO ROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Y
Contract with: State of Florida Dept of Contract
Health, MC Health Dept Effective Date: November 1,2013
Expiration Date: October1, �14
Contract�"u�rpose/Description;
Lease agreement with Stag of Florida Department of Health, Monroe County Health
De irtment for 1325 s . f. of office Mace in the Nelson Building,, Key Lar o, FL
Contract Manager: Alice Steryou4549 Facilities Maint/Sto
(Name) (Ext,) (Department/Stop �
for BOCC meetin on 10/16/13 Agenda Deadline: 10/01/1
CONTRACT COSTS/REVENUE
Total.Dollar Value of Contract:.. $ - - Current.Year Portion. $ - -
Budgeted?? Yes X NoE] Account Codes:
Grant. $ N/A _
County :Match. S N/A
ADDITIONAL COSTS
Estimated Ongoing Costs: $ l yr For:
(loot included in dollar value above (eg.maintenance,utilities,janitorial,salaries,etc.
CONTRACT REVIEW
Changes Date Out
Date In Needed Ie^viewer
Division Director ".°;� i Yes No x. ,
44
.is Management 'I Yes N.l M
4 f
O.M.B./Purchasing ,
� ,+� 'q;"� Ye's� li�lT'w, r "� ainw..�, "� '�s, " ' �• �,..t�, `�"„�
County Attorney ��f" M� Yes ] N0
Comments:
OMB Form Devised 2/27/01 MCP i#2
UAU_Afi_RCLMLN_T
T'h,is Agreernent is made and entered fnto by MOINIROE C.'01UNTY, a pokdcal
subdlvisiori of the State of IMu rida, w1"ii,,.)se address is 1.1,00 Simir,,,)nton Street, Key
West, Ft- 3 3040, ("COUN"I'"Y" or. the "U ESSOR"), arid S"I ATE O,F FLORIDA,
DEPARTMENT OF HEALTH, MONROE COUNTY t-1EAL.n-i DEPAR"rMENT ("TENANT" or
tl,,re "LESSEE"), a non-pirofit corporadon mnc,orporated in the State olf Florida, whose
addriess ns 1.1,00 SimOnton Street, Key West, Ft. 330,40.
WHEREAS,, the BOCC ieases premises 'to od"ier governmental aigencnes and
riot-for-profit organizaflons ser0-iig the e� CO Linty cornrrwrlity; and
WHEREAS, the State of Harida, Departaient of Heaft:h, Monroe Colunty
Hea[tl'i DepartrTIL",int f,-ras requiested use of County office spmCE`,' and
WHEREAS,, the State of Florida, Department of Health, Monroe COLA"Ity
Health teplaftment providies esseridal services to the citizens of Monroe CoLwity,
airid works to, ifflprovie the health of the pul:flk", throughi preparedness, education,
prevention, the d0very of clinical services, and by enVlrionmenta�
irispectiolin and testing progirams, and
WHEREAS, the COUNTY owns an office bux Wng knowin as the Murray E,
lNelson Government and Cu tiural Center at 102050 Overseas Highway, Key Largo,
Mork1a; and
WHEREAS, the Murray E. INehwn Goverriimient and CUItUral Centeir has a
nUmber of vacant offices due 'to the reductiori of d'ie County workforce; and
WHEREAS,, the BOCC has deterrnfned that is in the best interests of If
COUnty to lease uriused office spacie at the Murray E. NOson Governimen't and
CtfltUraiI (,,enteir;
NOW THEREFORE, IN CONSIDERATION of the prornises contained herein the
parttes agree to the followirrg:
1- M-Ef-EMYL. 'The COUN"'t"" Ileases (,,?xchjsN0Y to the LESSEE 1,057 square
feet of office spa,ce; offices 202, 203,, 224,, 227, 228 and 229 in th , Murray E,,
Ne&n Government and CUfWral Cent�er, and whidh us §hown oin IfsxNbft A, hereafter
the Id rernises, The L-ESSEE is authornzed to usle 'tw(,,) additional office s,paices,, 219
and 220, eac�,n 13e,4 squa:re feet totahng 268 square f(--.,,et, for, the period August 24,
2010, througII°n AlUgUst 2 , 20,11, at no cost, a[so sJhoinn on Exhibit A. If this
Agreen,ient is extended for subseqtmnt year(s) raft erAUgUst 23, 2010, then rent will
be charged for tNs offic place at the sarne rate as any other office space inCkAded
tin tNs lease. Exhibtt A is attached airid made a part of 1.-Ns Agreernerit,
2, The tern,i of fts Agreernent is for a Ipertod ol" rnrnr.r (1) year beginrflng
November 1, 2013 through October 31, 2014,
1 V-5.9--AND jZQhD.1nQ_". The premi!SmS shatIl b used solely fear IJmw
purposes of operating State of Fiodda, Department, of Healtl-,n, Mi(,-miroe Cmxrlty
Health IDep artnienot programs and 1")rovichrig office space for adni nistrabve arrud vital
stabstics office staff, 'If the premisies are used for any other purpose, the COUNTY
sha H have the opdon of ir-nirnediately terminating this Agreement, LESSEE shall not
permit any Lme of the prern ses uin ainy mariner that WOL.dd obstruct or, interfere with
arry COUNTYfunictions ar"O dLfl.-Jes,
The LESSEE MH further use and OCCUPY said prelMises hn a careful and proper
manrier, anid not coimrnit-1 any waste thereon, LESSEE M1 riot cause, or aHow to be
caused, any rMisance or objectionaWle activity of any nature on the ;,'.),riernises, Airly
actiOdes in ariy way urn volvinig hazar-dous irirna terials or substances of any kind
whatsoever, either as those terms may e defined tinder any state or federal l'aws
(:)r, regu[adoris or', as, those terims aii,-e t,aiiderstood in corninon t.4sage, are specfficaHy
prohibJba!d. T,he LESSEE willl not use or, occupy saW prernises for any unlawful
pur-pose and wiH, at LESSEE's s6le cost and expense, conform to and obley any
present 011- fiUtUre or6nance and/or rules, regulatlons, requiren,nents anid ord'EN-S Of
governirnientaI authorifles or agencies, respecdrn g the ruse and occupadon of saW
�prernlses. These covenants of the LESSEE shaH also, be binding on, the iuse of the
pirernises by per'sonr 0,, VOILInteers or ("'filents of LESSEE in access4ig ariy coninior)
areas of the Murray E, Nelson Gover-nirnerit arid Cultural Center-.
4 R-ML For- the use of the prernises, the LESSEE rTIIUSt pay the COUNTY the
siurn olf $-0- per year, for 1,0157 square felet of office space at $-0- per- square folot,
whhch riental sL,nn is due in irnointhly wnstahrnents of $-0-, payaWe. The COUNTY wdl
4ivoice the LESSEE each month and these twe]ve morithly payrneints hall be
remitted to Moriroe Courity ClAerk's Office, 500, Whitel'iead Street, Key West, FL,
330140 If apphcable, an warran't in pjayrnent olf a n IInvoice is not nssued Mthin 410
days after receipt of the invoice and: rec6pt, lnspection, and approval of the goods
and servkes, the LESSEE shall pay t o the ILESSOR, in addition to the arnount olf the
invoice, interest at an rate estabhst"ied PWSUant to IF.,S. se1cflon 55,0 ), on the
unpaW ban aince froim, thie expiration of such 4,0 day period nurntll such thiie, as the
warrant Bs nSSUed to the i-ESSOR.
a) Addft.Jona consideration from each party:
Blectriclty, office rnaintenaince, office c earning, and hoca�l phone caHs MH be
provWed bly LESSOR at no adiditiona cost tdr LESSEE, unless the OCCUpadon of the
premises has, an s�lgnfficant impact on any of SLICh COStS tO LESSOR, 41 which case
the parties wiH 6ther renegotiate the con sIderation or nlUtUaHy terryflriate this
agreernient, LESSEE shaH ble entitled to use the cornnion areas of the Murray E.
Nelson Government anid CWU,Jral Cerrter-, suicJi as bathroorT-rs, loibb and other
common areas indidental to tk,w pn,n-pose of their occupancy cat the prernises,
4ick,tdklig Use olf confer-erice roorns,,
5. 1 M95E Tfie LESSEE ri"iust pay aH to aind assess men ts, iiMkjdiirig any
sa[es or use tax, levied by any government agency Mth respect to the LESSEE's
operations on the premises, If at ainy bme after wly tax or assessment has belcorrie
due or payat)le, the lessee, or uts, legal representative, neglect's to pay, thie tax or
assessrnent, LESSOR sh,,iah be entifled to pay the tax or assessment at ariy time
alfter, that and the ainiount paW by LESSOR, shaH be deen�ned to be ad&borlal rent for
-
the leased prernises, dUe arid payaWe by the lessee,,
6, INAURANUCC. "T"he Depairtrnent of HeaWi, to of Florida, provides General
LiabOity Coverage for Moinrole COLHIty Health Departrnent Operations throL,ngh the
Dvi.sion, of Msk Management arrnd the State Ris,k IMar iagernent TRIst FUnid. F-Iorida
Chapter 284 and Section 768,24(1,6) authorize ffie State to adni0',0ster an seff-
2
41SUraince prograrn and F,S, Sectlon 768,24(5) CUrrently sets the general Habihty
coverage Hrrilts, a,s follows: $1,010,000 each person; $200,000 eact-ii occk.irrence,
-CDAPMDN jQE_pJaM5_F,,& I he LESS�EE mUSt keep, the premises rn good
ordt-,,n- and condition, The LESSEE MUSt priornpitly repalr darnage to the prerilsesl
At the end of the terryi of this Agreiernerrt,, the LESSEE rmls't surrender the pren-lises
to, the COUNI-Y hi the same good order, and r:or dltiion as, td°n Il=nrerntses 'were on thie
COITH'Tiencer'nent of the terrn,, normal wear, and tear excepted. T'he ILESSEE is solOy
responsblie for ainy i rn prove nrients to laind and aPPLU"teriances placed on the
prernises,
7. IMP-RQ, , YLMKNjA, No struct,ur-e (Y iMprovenilents of any kind shaH be
placed upon the dand MthOLA far Cram approvah 4n mItirig by the County Aidmiriistrator,
a buHding perrnit lssiued by the COUNTY and any other agency, feidera or state, as
requlred by daw, Any SUCh StructijIIT or knprovernerits shall be OXISbrUcted ln a
glood and workmanlike imanner at LESSEE's scfle cost and experise, &,jbject to any
l arnrndlorrd' Ilsen, any structur,es or irr'nprovernents con,Stl"Llcted by LESSEE shaH be
ren,ioved by the I-ESSEE at LESSEE's sole cost and expense, by midnight on the day
of terminabon of this Agreerrierit or" extensiori herelof, and thie Iland restored as
nearly as pracdcal to its (:,ondiUon at the time V-Os agreemerit is executeld uMiess the
Board of C"ounty Coirnmissioners, accepts in wdting dehivery of: ttie premises together
with any structures or Vrriproviements constructed tnly LESS EE, Portable oir
temporary adverdsing signs are prohibited,
�LESSEE shaH perform, at the sole expense of LESSEE, aH work 1-1eq1tilred iIn
the preparation of the property or premises, hereby leased for occupancy by
LESSEE; arid LESSEE doe�s heireby accept than IEnased property or premises as now
being nn fit anid tenantable conditilon f"or all purposes of LESSEE,,
COUNTY reserves the right to, inspect the leased area arid to reqLJre
whatever adjiustri,ient to structures or lrnprovernents as COUNTY, in its We
dlscretion, de1P-fTIS necessary,, Any adjustrnents shaH de done at LESSEE's We costs
and eXpense,, Any bUH&iig perrrilts sought Iby LESSEE shaM be SUbject to pern,ift
fees at LESSEE's solle cost and expense,.
8 V'ie I-ESSEE, as a state agency or,
subdivisuon as defined lin Sectdon 768.28, FlorWa StatUtes, agrees to be fuHy
resporisibdin to, the limltS set forth in SUch statiute. for lts own nieghgent acts or
ornissions, or ilntenflonad tort.uouls actlons, whlch resuk din clairns or SUrts agalin!st
elther tl,ne County or the LESSEE, an!d zigrraes to be flable to tf,ne statUtory HrIlits for
any darnages proxdn'iatefy caUsed by saW aicts or oms,.,)mr s, or inteirftionad tortiOUS
acts.
The Clounty, as a l.,)okdcad sub-dMskm of the State of' Plorida, as
defined in Section 768,28 Florida Statutes, agrees 'to, be fully responsiblie to the
ldrnrts !set fortl"i in suich statute for its own negHg(,-.,int acts or onidssions, or dint enflonad
t0l"WOUsr acts, which itesult ln clakTis or SWtS agalnst eitheir the LESSEE or. the
COUnty, and agrees to tile liable tin the statutory limits foir any damages prox rnatefy
caused by !said races M OMOSS�ruiner, Ot- intendonad t0ftUOUS ]CtS,
Nothing cointaiined in this Sectiorr shaH be construed tote a w aiver Il y
either party of any protections urAt,ar- sovereign in"irm,Jnmty, Section 7618.28 Florida
Statutes,, or, ariy other similair prowsi I or) of law. Nothing cointained herein shah be,3
constrUed to be as consent by either Iparty to Ibe sued by third pairties rin arry matter.
arisirig OlUlt Oif '01u53 Dr any otheir Aigreernerit.
9 LESSOR and LESSEE agree thalt there will Ibe no
disci1mination against ariy peir-sion, and dt is expressly Understood that upon as
detleirrnination by a court of competent jurisdk:don tl.iat Mscriirninatioirr hals OCCUirred,
this Lease Agreement autornaticaHy ten-ninates Mthout any fUrther- acflon on the
part, of any party, effective the date of the court, order'. LESSOR and LESSEE agree
to comply Mth aH Fedeiral artcl Florida staitutes, and all local ordiriarices, as
apphcaWe, relating to rioiridiscr,rri,rijia,,uatioii, "These iincude bi�,A are i Halited to,, 1)
11tile V1 of the CMI IRights Act of 1.916,4 (PL 88-352) which prohiib[ts ddscrimiknatiioin on
the Iba is of race, color or naUonial origin; 2) Title IX of tlhe Educabon Aaiendment
of 1,972, as arnertided (20 LIS(Z ss, 1681-1683, and 1685-1,686), which, prohibits
discrimination on the bas s of sex; 3) Section SG4, of the Rehabilitafloiril Act of 1973,
as, amended (20, USC as 71914), wh ch prohibits discrirnination, on the basis of
handicaps; ) The Age Discriniination Act of 1.975, as amended (42 USC ss� 6101-
6107) whk''hi prohibit's di.�,.;criminahon on the basis of age; 5) Ttie Dr c
Ug AbUse Offie,
and Treatment Act of 1,972 (fate 92-255), as arnendeld, relafling to nondrscrkmrnadon
on Uie basis of drug abUse; ) Tfie Coirnpirehensrve Ak,:cfliol Abuse and Micoholisni
Preverstion, Treatmerit and Rehabifitation Act of 1,970 (P11- 91-616), as arnendad,
r1r dating tea l nondiscdrrfliriaflon on, the basis of adcohO abUse or, adccihohsrn, 7) rhe
PuHic Heaith SerVice Act of 19112, ss 523 and 527 (42 USC ss, 690idd-3 and
29,Oee-3), as amended, relating 'to conflidentiahty of alcoholl and drug ab .,se patilerat
rieciord!s; 8) 1"Jtie VIII olf the CivH Rights Act f 1968 (42 USC s, et seq), as
amended, r6aiting to nondiscrin,iiination in the safe, rental or fiinan0ig Of hOUs0g;
9) The Arniericans with Disabilities Act of 11990 (42 USC s,, 12011. Note), as may be
amended frorn time to time, relating to r"ioridiscr,iirriirr,a,tiori on the basis of (fisabdity;
'10) Sections 13-101, et seq., Monroe Cour�ty Code, relating to discrimination based
on race, icolor, sex, rehgiion, disabMity, nat'ional oriiqdin., ancestry, sexual odentation,
gender, ldentity or, expressilon, farrflHad &tatus or age,; 11) An y other
nondiscirTrn natrioni piiaris in any Federal or state statutes which may apply to
the parties to, or the sTutu)ect Matter of, fts I-ease Agreement,
1110 M, 11-09. This Agreerrent rnay be tE rniinatied at the discreflon of
the COUNTY in the ft,)HoMrig ch-curii.starices:
a) Lessee faaHs to pay d-ie reir-A Mhen due;
b) Les,s,lee faHs to obtain ttie 0siurance required Under this lease or aHows
the requir(,,-,�id dnsurance coveraige to iapse or faH b6ow the ffliinifllLjrn i-eqUired;
C) Lessee� otherwise breaclies the terms of ,d-iis leasie.
L.Iniess the COUNi T'Y has acceptled 4 urftirig as delay lin perforniance olf dutile.4,"', the
failure to perfo�-M saW dutiies shail cor,shtute as defiriUlt Under the terms of this
agreement, In the case of default/breach, the COUNTY shall first give LESSEE a
written notification stating the default/brea chi and that Lessee Ihas ten (10) days tio
correct. the defZiUlt/brealich. If the Lessee ha Irnotµ cornmenced correction of the
diefat.flt/breach at the eirid of the 10 days, d"ien thie COUNTY may terminate the
leaise in its discretion, If it shafl be necessary to eirnpdVy the s alma ces of an attorney
iri orider to enforce its rigl°its under this Agreernent, the COUNTY' shaH be enbdeid to
reasoriablIe attorney's fees. Waiver of as default in any particWar rnointh shaH not
bind the COUNTY to forego the prov�siions of this paragraj.A'i and any subsequent
4
default shaH be grounds for termination,, T'he COUNTY may in its Mscretiori 'treat, the
LESSEE rn defaLdt and terminate this Agreement imfT'iediately, Mthout prior notice,
Upon faHure of LESSEE to coaip y with any provision of this Agreement, LESSEE
rnay tern-0nate this Ag rue nient upon giving th0ity days prior written rnotice to
COUNTY.
11, QjffAMLL, LESSOR'S rright 'to r1L,,!possess, operate, oir sublease,, If the, rental
reserved by diis lease or other chairges to Ibe paid under this lease by LESSEE, or
any part of this lease, are not i,,,,)akl when dUe and rernaIn t.mpaid for a period of 10
day's after notice in writing, or if LESSEE fails to Ifnrunmfetdy perforrn any covenarnt,
condk-ion, or agreeirnent by lt to be peii-ft',wmed unde�ir this lease and such failure
slhaH continui�,,,� for a periold of tern (110) days after notice in writinig specifying the
nature of sudh failuire, or ilf LESSEE ablandons the demised prernises, or if LESSEE
brealdhes any obHgadon under this k?ase to ble performed by it which canrrviot be
CUred, t'hen , and in any siuch event, LES�SSE E shall be deerned to be iri defw,.0t and
LESSOR, WithOUt ftlrl-11-wr nodce rnay at its opdoin take possession of the leaseld
prernises, including all iiniprovern(,,,n-,nts arid fixtUres arid eqUipi'Tnent Ilocated rat, in or
abOUt the Prernises,
By hegal proiceeidings, LESSOR shafl take, operate, or sub]ease the preimisr�,.,s,
iin whoie oir in part, fbr- the account of the LESSFE as the, LESSOR in good faiths nlay
deeim l.)roper, for a terrn not exceedlTig the Unexpired period of the fLAH terim olf this
leaise, LESSOR shaH receive aH piroceeds and rent accruinig from such operaflon or
subleaskig of the dieased lierernises or fixturesmar.nawi quipment, LESSOR shaH apply
these pro,ceelds, first, to the Ifnayrnier,rt of aH costs anid expenses 41CM red by the
LESSOR in obtaining the possession olf,, arid the operatiori or subteasiing, of the
pirc,nTlises or fixtt,wes and equiprilient, irxWidiing reasonaWe attorney' fees,
cornt nssions, and coH redo n fees, and any Mteration or repairs reasonably
necessary to enable the LESSOR to operate or sublease the prenlis ewe, or fixtures
and equipmLmt; and second, to the payim�(,,,,nt olf all such amiournts as may ble due or
becorne payaWe under th,e provisioris of this lease, The rernaining ba�ance, if any,
given by t1he I-ESSOR to the I-ESSEE, shaH be palkd ovei- to the LESSEE at the
expiration of the fUH tP.r-Fn of th s dease or on the sooner tert,ninadori of the Lease by
written notice ref tern,°Hnadon.
Repossess�corn or subIeasing not a termination; LESSOR'S right to ter-minate
not fic)rf6ted: No, repossession, operation, or subteasing of tVie premises or of
fixtures and equOn'ien't shaH be construed as an electldoin Cyr the LESSOR to
terminate tl-fls, due ase unless a written notic�e of such 6ntenbon is given by the
LESSOR to fl"w LESSEE, NotMthstanding: any SUch oper,ation or subWasir-ig without
terrnH,iatioin olf Vhiis, deasie,, the LESSOR nnay at, any time after 'that elect to terrndnate
the lease in the event that the LESSEE rerna4is iri defaUlt under U-Js Ilease,
LESSEE'S obligadon to pay deficiencies, In the event the proceeds of rentals
re(,,, nived by the LESSOR Under, the provislons of t[,iis Seicflon are iin'.,Ufficent to pay
all costs anid expenses and aH amot.ints due and becomirig dUe under this lease, the
LESSEE shaH Ipay to tl,,ie lLESSOR on demand such deficiency as may occnx or ex�st'l
LESSORI'S rigl'it to terrninate lease: In the event of LESSEE'S defat.flt,
LESSOR rnay, al., its option Mthout further noflce, terrrflnate ths k?as1F,,, and all
interest of LES15EE Under this lease, and ai y then take possession of thie leased
preirnis,es by lega� procee6ngs,
5
LESSOR'S right on termination to recover arnouint equal to rerit reserved: If
this lease is teririninated by fl,'ie UESSOR biy reasori of any defaUit by LESSEE,
LESSOR shaill be entitled to recover fi-orn the LESSEE, at the drTie of such
tel-MklatiWl tfYe eXCeSS, if any, of the arnot.int oif rent reserved rn this lease for ittie
baance of the term of the iease.
LESSOR'S reiryiedies are cumulative: Each and aH of the remedies given to
the LESiSOR ki, this lease or by law are ournuiative, and the exeric[se of one right of
rernedy shaH not ki,ipak, �ts dight to exercilse any other right or rie,:,medy.
12, P E_EA shire waiver Ibly thie LESSEE orthe COUNTY of an alct or
omission that cicorn SbWtes a default of an obligation undier this Agreenient doles not
waive another defaLA of that or any other obhgadoirn,
The LESSEE may not assign this Agreement or assign or
SUbcontraict any of its obligationS, Under this Agive errent withiout the approva� oif 'the
COUNT Y's Board Of COUnty Cornrirdssioners. AH thie otfligations of tNs Agreernent
MH extend to and bind the legal representativies, successoirs and ass gins of thie
LESSEE and the COUNTY,
14. 5Q '"'Ns, Agireernent subordinate to the 1aws and
reguladoris of the (Jnfted States, the State olf Mori da, and the COUNTY, whether ki
effect or' coriirnencenient of tl',Os lealse or adopt(,,:d after° that datei,
wtl" .y.&rgj N_q_LAW S Ly EN QE, 'niisi Agr1k,.,,enieint is governed bly the laws of
the State of Florida apiphicable to contract's made arid to be perforrined entir6y in
fl'ie State, In the i that any cause of action or adrnlnistradvei pirloceelding is
lnsdtuted for the enforcerrsent or interpretation olf this Lease Agreerrient, the
LESSOR arid LESSEE agree that veflUe will He ln tl,w appropriate court or before the
appropriate administrative body in Monroe COUnty, Florida, The LESSOR AND
LESiSEE agree that, in the eveint olf corifflicting interpretations of the terrns or a term
ofthiis Lease Agreement by or bletween any of them the aSSLje shaH be SUtMitted to
niedliaboin pdoir to the lnsfltudoiin of any other as niirr istrative or legal proceeding.
.16. CQMTftAXj JLQPL. This Agreement has been carefuilly reviewed biy the
LESSEE and tthe COUNTY,, 1"hereft',we, this Agreement is not to be construed algainst
either party oin the basis of aUthorslnij).
IT A9 I I �M U. Notices in this Agreement, iurnlr. ss otherwise specified, must ble
ser)t by certified rnaH to the followirig:
C Q V N,[Y LE.SISEIE
Cow'Ay Administrator Monroe County Heath Deplaftr7'ierit
Roman Gastesi, Jr. Robert ter do Adiiiinistratior
11010 Sliniontoin Street 11.00 Sirnorition Street
Key West, FL 33040 Key West, FL 33040
M LESSEE is, and to nil bie, in the performance
of iaIll works, serVices, and activideS Under this Agri eirr�ent, an Independent agency,
arid not an empl�oyee, age nit or servant of the BOCC, LESSEE shaH exercise clontroi,
6rectiblin, and stjpervisnon i the personnel and rain iteers who use the Iprerrnlses,,
LESSEE shMi have no aUfllorfty Miiatsoever to ac.t oin behaff and/or as agent for, the
BOCCI' urn ariy prorNse, agreement or, representation other Uhan specificzfly provided
6
for in tMs agreiement. The BOCC shall at no fliTte be, degaHy resporisible for any
negHgeince on the part of LESSEE, uts ernployees, agents or, vokilinteers resWflng in
either bodHy or personal iii ijLff'y or, property danriage t1D any Mdividual, property or
corl.,miration.
M f M-LL-IMME-9.51A Tl')is AgreelMerft is 'the pai i ' fin'tesal MLAUai
I�- . MOOR,
understanding. It rep1aces, any earlier agreen'ients oir and erstain6ngs, whether
writte'n or oraL TMs Aigreie[Tient canriot be nriodffiied or replaced except by ariother
written and sJgned agreernent,
20, 8 r LESSEE, its, ageint, eirnployeles,
CUS,Wrners, SUPPRers, anid patrons shall have the right of ingress and egress, to aind
firorn the lease premises, w[,iich shaH not be Unr1(,.,asonab1y restricted by thie
COUINTY,
LESSOR shaH Ihaaw e access to the
pireirna,ses, and each and every part ttiereof, during LESSEE'S regU[ar business hours
for the PUrpose of inspecting three sarne, rriakding repairs, and posting notices that
LESSOR may deern to be for ttw protection of the LESSOR oir the property,
22,, AM
, RLTj—K-ra. This lease rnay be fiiodffied or
an-riended only by a wridng dWy authorized and exeCUted by both LESSOR and
LESSEE. It ri®iay riot be amended or" rTloVied by orall agrelements or understandings
betweer the parties uniess, the sarne s�hafl be riedUced to, writing dWy authorized
and execn,Aed by Ibeaffa LESSOR arid LESSEE,
23, NDLPLfto _Qyf& No, hol&ig over and continuation olf any bUSHniess, of tl-w
LESSEE after the expliraflorr of the term hereof shaH ble consdered to be as renew, aip
or extensiorii of this Ilease uniess written approval of siulch ho1ding over and as
deflri[te agreement to SUdh effiect is signed by the LESSOR defining thie length of
SL,Icl�'r addffionaa term, Any holding over, Mfl,"iout consent of thic, LESSOR shah t)e
corisidered to be a day-to-day tienancy ait as rental self three thTies the daHy rate of
the fixed niii air ITURI rr°i!ontf'0y reintal pruOdied fierein, computed on the bas olf as 301-
day rnonth.
24, EXTjU_jA_G_R_UM_R1qT Ttn�s writing embodies bhe entire agreement anid
understan6n,g between the pairties hereto, and theire aire no other, agreements and
understandings, oral or written, with rieference to the subject rnattler hereof that are
niot merged herek,r and sq:)er-sleded heireby. Any amendrnent to this, lease shald be in
wii1bng, approved by the Board of COLVIA)l Corrin"rissioners, and signed Iby both
pardes before rt blecornes, effiacbve,
25, $LVERABLL If any term, covenant, conditioln or provsr on of thJs Lease
Agreernent (or" the appilcation thereof 'to any c rUlmstaniur,a oir person) shaH be
declaired rinvaHd or uneriflorceable to any extent by a court of cornpletient jurisdiction,
the rernaining terirns, (:,,ovenants, clondiflons and provisions, of this Lease Agreement,
shaH not be affected thereby; and eadh rernaOing terrn, covienant, condition and
provisiori of thd s Lease Agreernent hadd Ibe valid arid st,rad be enfoi ceablle to fl-iie
fthflest extent permrtted law uMess the enforcernient of U-ie rernairOngi terrns,
covenaints, cor6flons and parovw ions of thd s Lease Algreernient WOLdd prevent the
acicorMpkshment serf the or1ginal inten't. of this ILease Algreernent. '11he LESSOR and
LESSEE agree to refoirni the f.rease Agreernent to repdacie any stricken provision with
7
as valid provision that con'ies as close as plossiblle to the int(,Mt f tlie stricken
Pir"(.wilsiorl"
26 T A.,. .T._.,_QR-JN..F.Y-'S_E!g..F.5_..AN_Q_QQ.5_T3 The LESSOR and LESSEE agree that in,
the event arny caiuse olf acdon or, adaiinistrative piroceEr6ng is rnitlated or deferilded
by any pafty relative to the enfor-CeMent or dnterpretatlion of tWs, Agreement, the
prevailing par , t'iaH �be entitled to reasonaUle attorney' fees,, (MUrt. costs,
investlgative, and 0LJt--0f--j,)ticket' expenses, as an award agalunst' the non-prevafling
party, and stiaH rnck.jde attorney's fees, C.OlUrts costs, investigadvie, and out-of-
pocket explenses in appeflate proceic-�dMgs. MeicHaflon proceedinigs inMated and
coindUcted PLH-SUant to this, ILease Agr-,(,,,,!ernent shall be iin accordance wlth Uie Florlda
RWes of Civil Procedure and Lj!st4 and ciuston'tary Iprocedures required tpy to cimWt
court olf Monroe Courntiy.
2T D11DALffi_fFEYCTm The, terii'Tis, covenants, condiUons, and piro0sions of tWS
Lease Agreement shall Wrid and il]Uire to the beriefit of the BLESSOR and LESSEE and
tl,,wlr Iriespecti,ve Begail representadves, sii.iccessors, and assigns,,
28, AMIHDJM_Y, Each party represents and warraints to the other tl"iat the
executlon, delivery and perforrnancir! of thlls Lease Agreernent have been duly
authorized by aH necessary Couinity and corpoirate acflon, as required by Vaw.
219, APjMDjCAUQA__Qf , SRU S., I.-ESSOR and_21 _Tj5__QR__PJSAfiMjEMgNj,_
LESSEE agree that a1l disputies and disagireements shaH be attempted to... be
resiollved by mieet and iconfeir sessions between representaflves, of each of the
pardes. If no reso,IU'bion can be agreed ul,')on wit[iidn 30 days after tl'ie flirSt meet and
confer sessilori, the issue or issuies shaH b,E,,,, disicussed at as public nneeting of the
Board of Cotinty, Commissioners. If the iSSUe or issues are still not resoNed to the
satisfaction oft.]"ie parties, thien any party shaH @"rave the right to sleek such reflef or
remedy as rnay be provided by ffils Lease Agreement or by FlorWa law,
31(,),, !MQPYJ_KATjg N, In the event any adrniindstrabve or legal proceeding is
inSfltUted against either pa,aari, Ir0anfMdrnr to tt-ie formation, execution, perforrnance, or
breach of tl'ils I ease Agreenient, LESSOR and LESSEE agree to participate, to the
extent required by the otll�er party, 41 aH proceedings, hearings, processes,
rrieetings, and other activities related to the substance of this Lease Agreement o'r
pro0sion of the servicieS Under this Lease Agreement. LESSOR and LESSEE
specifically aire e biat no party to this, Lease Agreerneint sl,-sall be required to enter
into any arbltration proceedings related to this IfLease Agreement.
31. QQY_9N_A1Nj_Q _T LESSOR and I ESSEE covenant that neither
presenfly has any interest, and §hiaHl not acquire any mnteirest, M'IiCh w r.Xfld conflict
in any marineir or degree with its pierfor„niance under, tNs Lease Agreement, and
that the only interiest of each is to per-forn,ii and receivie, benefits as recfted fii 'this
Lease Agreement.
32. CQP.L IEIL LESSOR a cares that office car and ef'Tlployees rat the
R LU
COUNTY recognize anid Wll be required to comp ith the standards of co induct for
PUbhc officers and eimlployeies as dehneated' in Section 112.313 F-lorida, Statutes,
regarding, Beast 110t lifflited to, solicitation or acceptaincle of gfts; doing bUsiness with
one's agency; Ljnauthorized cornnpensation; rr�J:%Jse of public posiflon, conffictirig
a
ernpl ogre nt or contractual relaidonship; nd d sc. osure 0�- Use of ceirtanir)
information.
33. —ND-5PIMMIMINI The LESSOR arid LESSEE warrant that, in
re pect to itseif, it has neither, ernployed nor, retained any coirnpany or peirson, other
than may boina fide ernplioyee work ng sole]y for lit, to soldlicit or seClUre this Lease
Ap r rwnnnennto,
and that, it has, not Ipaid or agreed to pay an Iperson, cornparly,
corporat'iOni, indMdUall, or firi[Tl, other than, a biona fide elrTipioyee working solely for
it, any fee, CWTIJT0ssion, percentage, gift, or other consideratiori con'brigent upon or
resuWng fron"i thie award or making of this Lease Agre erne nt, For the birleach or
vio1ation of the provision,, the LESSEE agirees that the LE SSOR, shafl have thie right
to terniinate this Lease Agrecmient withiout liability and, at its discrietion, to offset
frorn moinies owed, or otherwise recover, the f1uH anIOUnt Of SUch f'ee,, coirnirniss0n,
ion ercentagle, gift, or consideration,,
34. PAW_LLC,_AQCM, "flie LESSOR and I-ESSEE shaH ailo,w and perm t
reasonable access to, anid linspection of, all doct,iments, papers, letters or other,
matierials in its possiession oir urildier, its controi subject tio the pirovisions of Chaptcn-
119, Florkla Statutes, and rriade or received by the LESSOR and LESSEE in
ca:)injuinction wiLh this Lease Agreement; ar"O thir'! LESSOR shaH have the rIght to
Un0ateraHy cancel this Lease Agreement upon violation olf this provision by Lessee.
35 _ND_N-W ' M Notwithstanding the provisk,)rls- of Sec,,
, _ _AJ _QL..IMMM_NM,
768,28, Florida StatUtes, the participation of the LESSOR and II SSEE in tWs Lea ran
Agreement and the acquisidoiri of any clornrnercial iiabihty insurance coveirage, welt-
iinsuraince coverage, or loc:al governmen't liability ir'ISLJirance Ilaro6l coverage st°IaH not
be deeirned a waiver of irnrnuin[ty to thin extent o,f Hability coverage, nor shall any
contraict entered Hntio t)y the lLESSOR be required to cloritain any proOsioin for
waiver",
36. Ali of d'ie privileges and iMirnunities from
HabijiTty, exerMptions, frorn Ilaws, ordinances, anid ru[es and pensions and relief,
disability, workers' compensation, and ot:her, berwfits which appily to the activity of
officers, agents, or., eniptoyees of any public agents or employees of the LESSOR,
when performing their respective funcdonS Linder, this Lease, Agreement within the
territoriall hrrflts of thile COURty shalH apply 'to ti ie same dielgree and extent to, 'the
performance Of SUCh fUlICdOr"Is and cludes of such officers, agents, voWnteers, or
employees, outside the tierritorial Himits olf d"Ie County.
37, rvrvNo person or enbty shaH be erffitled
to r,eiy iupon the terms, u,olr ny of thern, of this Lease Agreemiem it to enforce or
attempt to enforce any th4-d-paity claki, or entidernent to or benefit of an rvice
or prograrni conternf.flated here ul nde r, and thie LESSOR and LESSEE agree that
neither the LESSOR noir the LESSEE or ainy agent, officer-, of, ernployee of leeither
shall have the aUthohlty to iinforn-i, coijns6, or otherMse indicate that any pan tic,ular-
MdMduai or grolup of iindlMduals, enitity or entities, have entitlernents of- benefits
under th lLeaise Agreement sqmrate arid apart, unferIloir to, or superior to the
cornmunity rn genera or If or the piurposes contefTlp aced in this Lease Agreement.
38, ATIE$_IAII_Q LESSf E agrees 'to execute sL,iich do(,Urnents as the
LESSOR may reasonaWy requlre, to incWde as P'Liblic Entity CrH'ne Staternent, an
Ethics State nrent, anid a Dr,ug-Firee Workplace Staternent.
9
39. j
'EXEQ.UQN N_CQMhaif"AM'S This Lease Agreement may be
execiuted in any nurnbler of counterpatts, each of whid-i shail be regarded as an
original, all of which 'tak'en together shai� CIMISUtUte on and the same instrument
and any of the plardes heiretio may exleCUte thiS L.eiase Agreeniant by sigining any
such counteirpart,
401, Efff. _CT.jL'V_L_Q.Aj. F,., This Agreeirric,.,rit wih take effed, on November 1, 2013.
IN WITNESS WHEREOF, each plarty has cat.ised tl"iiis Agreernent to be executed Iby
its duly authorized representative.
(SEAL), BOARD OF COUN'"ry CO,MMISSIONERS
Ai-rEST: AMY HEAVILIN, CLERK OF MONROE COUN'T-Y, FLORIDA
By ---------__------ B y
Dep,L,it)( Clerk Mayor/Cliairman
STATE OF' FLORIDA, DEPARTMENT OF HEALTH,
�MONRO,E COUNTY HEAL'TH DEPAR"T-MENT
Witne,ss
W�tness 11 010,
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