Item N1
BOARD OF COUYfY CO\L\IISSIOI\ERS
AGE:"IrJIlA ITEI\I St:1\Il\lARY
\kl..'l i l1g Date: Del' ember 16. 200t)
Oi \'ision: \lol1nlc ('ullPt)_.Llcal \ h I kPilrl ll1l'l1t
Bulk 1t<..'I1l: Yes ,\.
\'(l
Starr Contact: Rohei1.E"l..dl~ S(ll)~:,6 L~J
AGENDA ITEM \VORDING:
Appnl\"al or lease amendment :ft2 bet ween l\..l\V & JC LLC and BOCC at ~ 134 :'-J(l]1hside Dri\'e. This is
a ol1e year n.'newal il)r the period \'lan:h 1. 20] 0 to Februal")' 1. S. 20 II .
HEI\1 BACKGROU\D:
Original lease agreement between iv1\V &. .Ie LLC and BOCC entered intu on February 20th. 200S.
Initial kiln llr lease \\'as for (llle year with the option to extend by written amendment approved and
executed by both pal1ies. Amendment IiI Cor a ()nc year I"ene\\'al was ;lpproved on 2,.27'09. Florida
DOli reimburses the C\)unty fix the rental payments.
PREVIOUS RELEVAI\T BOCe ACTION:
22K'OS Le:1se :1greemellt approved and fully executed
CO:'\lTRACT/AGREEl\lENT CHAI\GES:
One year extension.
STAFF RECOI\L\lEI\DATIO:'\lS:
Approval.
TOTAL COST:_....!lL<:L__ _ I~DIRECT COST:
BUDGETED: )'es
1\0
COST TO COUNTY:
nia
SOllRCE OF Fll:'\l[)S:
REVE:'\ILJE PRODL'CING: Yes '\Jo --.::::...-t AMOCNT PER 1\10;\11'1-1
APPROn:ll BY: Couoty Ally ~ ~~fPurChaSing_RiSk \1anagcl11cl11
Year
DOCLI\IE~TATION:
Included X
Not Required
DISPOSITIO:'\l :
AGENDA ITEM #_ _ ______
Rc'\is~'d 1 IN
\]O\"ROE COl!'\j I'}, Bo.\RD OF C()l:\T'{ COi\.]\lISSIOl\FRS
CO'\JTR_\CT S U\l1\li\R)'
eml r~l\.-'t \\ i lh: \1 C I-k~llth lkp:lrt lllCllt
CUll tr~j(,:t i:
Lrtecti ve Dalc: \larch I. 2010
Expiration Date: r eh. '27, Hili
Clllltrad Purpose Description:
Rcnewalllf lease for premises to he used by' iv'!onroc County Dcpa:1mcnt ofllcalth,
lllcatcd at 3 134 ~ol.Jll"idc Dri \T, hev \\' cst F L.
-. .--.
Con tract ]\.,] imager:
Robel1 Eadie
(Name)
809-5610
(fXL)
1\IC Health Depal1ll1ent
(DcpaI1ll1ent'Stup i:')
rur 130C(' meding un
I',' 16,'2009
Agenda Deadline: 12/ 1'2009
CO!\TRACT COSTS
Total Doll ar \. al ue 0 r Contract: S 7S,OOO/)T,
Budgeted'? YesG~l 1\0 I' ] Acc(;-u-I~t-Codcs:
(-;rant: S 0
County :-','!atcl1: S
CUlTent 'y' car Poriion: S
ADDLTIO!\AL COSTS
Lslimutcd Ongoing Costs: 5__yr For:
(i\ot indlli.kd III dollar valli,", abo\'",) (<:1" maintc:nanc<:, utiliti<:~, janitoriaL ~alaric~. Cle.)
CO'\JTRACT REVIE\V
[)i vision Director
Changes
Date In !\eeded
Ycs[J 1'\ol!
Date Out
Reviewer
Risk \lanagement
'{csO 1'\0"1 /"
R' 1----- /
i'-' .-\'1 /--x'
'{csD 1\oGt ~_ \.-'~i?)__ _,j_
-
0, VI, B ,'Purchasing
i?f\ liCe]
( 'ounty Attorney'
'V D 1\' r- '1
J cs oL
('ol11l11ents:
O\lB I'onn R."\i~,,d ~n() 1 \1('1' ti-~
LEASE AMENDMENT #2
This Amendment is made and entered into on December ,2009. between
MW & JC LLC, hereinafter, referred to as the ';Lessor", and Board of County
Commissioners for Monroe County, hereinafter referred to as "County" or ';Lessee,"
WHEREAS, on February 20, 2008, the parties entered into a [ease
agreement ("Lease") for premises at 3134 Northside Drive Key West FL, for the
use of the Monroe County Health Department, which leasE: was for an initial term
of one year commencing on March 1, 2008; and
WHEREAS, that lease was subsequently amended on February 27, 2009,
to add a new section 32 to the Lease, which provided that the lease could be
renewed on a yearly basis for no more than two years, and that each renewal must
be confirmed in writing no less than ninety (90) calendar days prior to the lease
end date; and
WHEREAS, the parties now wish to exercise their ri9ht to renew the current
lease as allowed under section 32 of the amended Lease.
NOW THEREFORE, in consideration of the followinq mutual promises, the
parties agree as follows:
1 . The term of the Lease wi II be extended to February 27, 2011.
2. In all other respects, the provisions of the Lease as amended on
February 27, 2009 not inconsistent herewith remain the same.
IN WITNESS WHEREOF, the parties have caused these presents to be
executed in their respective names.
(CORPORATE SEAL)
LESSOR:
MW & JC, LLC
Attest:
Secretary
/ ....l 'j ~; (
By
Printed Name:,---
: / ;... -. .:... i...J
By
Print Name
Print Name
Date:
Date:
Lease Health Dept. Amendment #2
Dec. 2009
OR IN LIEU OF CORPORATE SECRETARY, TWO WITNESSES:
(1t
(2)
Print Name:
Print Name:
Date:
(SEAL)
Date:
Attest: Danny L. Kolhage, Clerk
LESSEE:
Board of County Commissioners
of Monroe County
By
Deputy Clerk
By
Mayor/Chairman
'\.0'-; .:..: ~\ r~ \.; t_
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Lease Health Dept Amendment #2
Dec. 2009
..,
LEASE AMENDMENT #1
THIS AMENDMENT, is entered on February 2i: 2009, betwe~n MW & JC LLC, hereinafter
referred to as the "Lessor" and Board of County Commissioners for Monroe County, hereinafter
referred to as the "county" or ~Lessee".
WHEREAS, on February 20, 2008, the parties entered into a lease agreement for
premises at 3134 Northside Drive for the use of the Monroe County Health Department; and
WHEREAS, that lease was entered for one year with the expectation that a governmental
entity would be able to purchase the premises prior to the expiration of the lease; and
WHEREAS, it is desired to continue the lease due to the inability of such a purchase to be
executed; now therefore
IN CONSIDERATION of the mutual promises and consideration contained herein, the parties
agree to extend and amend the lease dated February 20, 2008, as follows:
1 . Section 1, Paragraph 1 ~Property" shall be amended to delete "the known as the
Community Health Center" and replace that language with "known as HealthCareCenter."
2. Section 4, Paragraph 1 "Rent~ shall be amended, effective for the period beginning March
1, 2009 to read:
~A. For the use of the property, the LESSEE must pay the LESSOR the sum of $6,500.00
per month, $78,000 per annum, due in monthly instaJlments payable in arrears upon receipt
of a proper invoice pursuant to the Florida Prompt Payment Act, Sl9Ctions 218. 70, Florida
Statutes, et. seq. Rent payments shall be sent to:
Mark Whiteside, M.D.
MW & JC, LLC
3134 Northside Drive
Key West, FI. 33040."
3. Section 5, Paragraph 1 "Option to Purchase" is hereby delet~j in its entirety.
4. Effective March 1, 2009, Section 11, ~Maintenance," last sentEmce shall be amended to
read:
~LESSOR is responsible to maintain and repair the exterior walls and roof of the building, as
well as the electrical wiring, the plumbing system serving the property, and the air conditioning
and heating condensers, air handler units, ducting and vents and any other air conditioning
equipment. "
5. A new section 32 shall be added, effective March 1 , 2009, to read:
32. "SPECIAL PROVISIONS". This lease may be renewed on a yearly basis for no more than
two years beyond the execution of this amendment. Each renewal shall be confirmed in writing
no less than ninety (90) calendar days prior to lease end date. This lease may be terminated by
either party no less than ninety (90) calendar days notice in writing to the other party, without
cause, unless a lesser time is mutually agreed upon in writing by both parties.~
Lease Health Dept Addendum 2009
1
lEJ\SE AGREEfVlENT
T':l:S !<.,;;r-,_'r.>T,2;il: is ~aje Clrlcj enter,:,:] THIS 20th d3':i sF F~;brL!arv, 2002, bv HVv (, ]C
-.--':::~ L fSSCR;, ,3 :; m jl:ed i 'at"! ;tv C,OP' ':'ij",/ i ncorpor'ated i,-- the Stete' ,>' i=!"YidJ, ',:Y;"JSC
Cidcr-ess is J 13,1 Northside Drive, and the BOARD of COUNTY COMf\llSS10NERS fc)r- H():~[O()E
C:C:oUI\rrv, a poiitiCd! subdivision of the State of Florida, villose ajdress is t llJO Sir-,c'ntcF
St:-ect, k'ey West, FL 33040, ("COUNTY" or "LESSEE"),
\/JHEREAS, LESSOR Q',vns an office building situated at 3 :34 No;thsidc D:-ivC'., Kev
V'h:st_.- Fior'iJa ~no,w, I//hk~h proJcrty has been iistec! for sale; alG
\VHEREAS, the i'-1onroc County Health Dep2rtmer:t ("H::'alth Department"'" d St2t(~
agency, needs public ciinic space and has requested that the County lease with optio" for
f,Cith er the Health depa rtment or the County to pue-chase the referenced property for suctl
use, uti lizing the County's share of Health Department funding under- a Core Contra ct
hctvveen the State and the Caulty; now therefore
IN CONSIDERATION OF THE i>1UTUAL PROMISES AND CONSIDERATION COI~TAINED
HEREIN, THE PARTIES AGREE:
1. PROPERTY. LESSOR leases exclusively to the COUNTY the known as the
Community health Center located at 3134 Northside Drive, Key West, FL 33040, as more
particula rly shown on Exhibit A, hereafter the "property," contain ing 2040 squa re reet,
Exhibit 1\ is attached and made a part of this Agreement.
2. TERM. The initial term of this Agreement 1s one year commencing March
1, 2008, and terminating on February 29, 2009, unless earlier terminated by a purchase of
the property by the Lessee or Health Department as set forth in Section 5. The parties
may agree to extend the lease by written amendment approved and executed by both
parties.
3, USE AND CONDITIONS.
A. The property shall be used solely for the operation of the clinics and offices for"
the Monroe County Health Department. If the property is used for any other pu rpose, the
LESSOR shall have the option of immediately terminating this I'\greement. LESSEE stlall not
permit any use of the property in a ny manner tha: would obstruct or interfere with any of
the LESSOR's duties as an owner and LESSOR's responsibilities to maintain the building.
B. The LESSEE will further cause that the use and occupancy of said property shaii
lJC in a careful and proper manner, and shall not allow any waste to be committed thereon.
LESSEE will not cause, or allow to be caused, any nuisance or objectionable activitv of any
nature on the property. Ani activities in any way invoiv'ng hazardous mater-ials or'
substances of anv kind whatsoever other than those normaliY associated with a health
clinic, either as those terms may be defined under any state or fede,al laws or rE~gulaUcns
or as t~lOse term s a r'c un d erstoad in co m m 0 n u sage, are s pecifi ca Ily pro hi bited . An y
medical waste or substances required by state or federal iaw tc be handled or disposed in a
specified manner shall be so handled ar disposed,
County Attorney Lease
12..0 Street KW Pr'ofessior.a! 8109
:., ~::S;.:)EE '5 ,;:::;ntra cteo agent, ;~he Health Depa ;-t,'rjent.. Its em pi<YlC:C5 a no iiivitees
-';"1,1:; :-'2'/~~ :''C: 1~(n-t~xcIUSIV'; ri~Jnt t.u use the conrnOi areas of the C(wc)'YPiniu'1l 'Odel c;s
dl U D,] rk r', g, a~i(j'/i!!: d bide 'JI/ su cn ,eason at;!e fL;:es as 1__cSSOR fTl2y f!"Om ,~r, [:1 0 s-;::-
i-,~ q a IT): nCI suer u ''<.;, LES SO R has trv.: 1"19 h t to c I use () fi' C(H''n m 0 '1 3,'eas fn.1r-Tl tirT1 ':: :-0 t i nw f-r; r
;-epC'JIr:; and I1ldintcnance and other- reasonable puqJoses,
ci RENT. Fsr the use of tht'C pr"operty, the LESSEE m:..:st pay the LESSOf< the sum of
':.A,S77,80 per month, $58,291 20 per annum, due In monthly insraiimcnts payable in
.,'n-ear's .Jpon receipt. of a prope-' invoice pursuant to the Florida Prompt Pavmcnt Act,
SCCt:IC':tS 2i8, ;/U, Florida Statutl:'s, ct. 5eq. Rent fJaym~nts shal! be sent tG:
I"'lark \Vhitesidc. ivl, D,
HvV & JCT LLC
3134 Northside Drive
Key West, Fi. .33040.
S, For any partial month within the term hereof Seid n::nt shall be payable on a
~Jf-orated basis. AI: rents shall ce paid after presentation::o the County Clerk of a prope:
invoice a nd interest for late payments shail be as set by the Prompt Payment Act.
C. In the event that funds cannot be obtained or cannot tie continued at a ievel
sufficient to pay the lease price or the Health Department acquires adequate office space in
a County-owned or State-owned building, this lease may be terrlinated by the LESSEE
providing to LESSOR at least 60 days prior written notice of the termination. Payment
under an agreement extending from one County fiscal year to th e next is contingent upon
annual app,.-opriation by the Board of County Commissioners.
5. OPTION TO PURCHASE. The parties contemplate that this lease is entered
with a n expectation that the parties will pursue a pu rchase/sale agreement in an amount
not to exceed $650,000, The County is required to obtain two appraisals in order to
purchase real property with an estimated value in excess of $500,000. Upon execution of
this lease, County will arrange for two appraisals of the property, Upon receipt of the two
appraisals and resolution of any other legal issues in a potential purchase, County or Health
department will contact LESSOR regarding negotiation of a purchase/sale contract. Nothing
herein binds the County to pu rC"lase the property.
6. TAXES. The LESS::E is exempt from a:1 taxes, including any sales or use tax,
levied by any government agency.
7. UTILITIES. The LESSOR shall pay all ,:harges for solid waste, and the
LESSEE shall pay for all water, sewerage, and electrical services used at the Property
during the lease te:"m.
8. INSURANCE.
A. LESSOR shall obtai1 and keep in force, insuromce coverage insuring against
any Ie,ss or damage to the property caused by fire., windstorm, flood, or" other- sueh hazcrds,
as well as a :Joliey of compreher;sive public liability L,surar,ce insuring LESSOR and LESSE~
against any and 21i clcirr.s ror dernages to person or property, or loss of life or of oroperty-,
County Attorney Lease
12'" Street KW ProfeSSIOnal Bldg.
2
:)cC:,Jr'-!"(j UpGi~.. :~ :Y. S'.:.lQl:t the pruperty, for a'iy dc"::"ct's- acts :_~I c"Tii'~sions Oth0'i than
'husE' (dUS<'(l :;:)!21,/ by LESSOR. its officers, ernpiC'vC'es and 3Q",nt:~;.
!.~. .:._ESSfE:5 se~f".1nsur~?c 2JT:C carT~~~5 e~x.ce~,s 1!3bi!::-../ :~_-c,v(-,r.r':jql=, 21 f-'j (! :~: .:~'..ir)~~~~;_.t.. i--,
Ii m itcd III T1 U II it):' from ciai ms T,der Section 768, :-, 8, F, S. It sna Ii role the (_'x <::1 LIS 11:>,
nbliqJti:)', clf LESSEE to ;nsur( any 2ind all contcr'ts of Ulf~ Ic:~asd'nld PrQDcrtv dnd :t is
- . . ... I ..
',crchy 3gr-f.;cd th2t the LESSOR stlal! have no liabiLty for !oss or- dariagf' to the sam~ fT"om
dTy" r:2use '-/-,'hat~~()cver, LESSEE's contracted agent Health O'=partment i~; also enttied to
limited irnrT"lUnity fr-om cla!ms under Section 768,28, F.s'1 and Cd:-ries excess incJemnlty
covel-age
The LESSEE must keep in full force and effect the required insur-ancc dlJl'ir1t; the temi
of this Agn:;cment. If the insurance policies originally purchased which meet tw:
requlf"cments ,)f ':hls lease are canceled, terminated or reduced in coverage, then the
LESSEE must immediately substitute complying po:icies 50 that no gap in coverage occurs.
Copies of CLJiTent policy certifiC2tes 5flall be filedvvith the COUNTY whenever acquirf'Q or
amended.
9. CONDITION OF PROPERTY. LESSOR and LESSEE agree that the Health
Department will take possession of the property in "AS IS" condition. The LESSEE must
keep the property In good order and condition. The LESSEE must p:-omptly repair (Jamage
to the property. At the end of the term of this Agreement, the LESSEE must surrender the
property to the L=SSQR in the same good order and cond ition as the property was on the:
commencement of the term, normal wear and tear excep-:ed. The LESSEE i5 solely
responsible for any improvements, other than those specified herein, which arc placed or
the property.
10. IMPROVEMENTS. No structure or improvements of any kind shall be placed
upon the land without prior approval in writing by the LESSOR, a building permit issued
by City of Key West and any other agency, federal 01" state, permits required by law. Any
such structure or improvements shall be constructed in a good and workmanlike manner at
LESSEE's sole cost and expense. Subject to any LESSOR's lien, any structures or
impr-ovements constructed by LESSEE shall be removed by the LESSEE at LESSEE's sole
cost and expense, by midnight on the day of termination of this Agreement or extension
hereof, and the land restored as nearly as practical to its condition at the time this
agreement is executed unless the LESSOR accepts in writing delivery of the property
together with any stru ctu res 0 rim p rovem cots co nstru cted by LES S EE. Po rta b Ie 0 r
~emporary advertising signs are prohibited.
11. MAINTENANCE. LESSEE shall maintain the inter:or of the property, and shaH
make all necesScry repairs therein, including without limitation. maintenance and r'epair of
intel"ior walls, windol/vs, and doors. LESSEE shall provide monthly Maintenance to any ai:-
conditioninq units within the pmperty. LESSEE shall be responsible for cleaning the 100terior
of the property and maintaining all light fixtures in working Dreier. LESSOR is responsible to
maintain and repair the exterior walls and roof of the building, as wen as the eiectrical
wiring, U",e plurrbing system serving the property, and the air conditioning water tower-
equipment,
12_ SIGNS. LESSEE may replace the existing exterior sign in 1[le sallle size and
format, complying ',',ritl: the City of Key West's sign ordinance. LESSEE wiil not exhibit,
in-::,cribe, paint, or affix any si~ln, advertisement, notice, or other lettei-ing Oil any Dart cf the
County Attorne)" Lease
12-;" Street KW Profess:ollc! BidS.
3
':JUCSi ,j,:, (I' :hc r=: r'~; ~,t:r-~y or c/' th!: b~jj Iding of vvh:ch tle I,'=i':sr;ho:c prDperty is 2 ;~art ;",/:ti"Q ut
f-,-~;t 0htaming epe"ovai fron: th,:: LESSOR and LESSEE further clwees to maintain :c;uU, :;'fJ n
~<J.{; i-; ~l=J, ',.~~-:-... a:~ r~) a"/ tJC .J P P ~.~; v'2C]: j n gOI.) d co rl j itj c ~~: 2 n d .:-c pa; .,. a t .~~ ~ ~ t HTi C.~5.
! ':) DESTRUCTION OR DAMAGE.
A_ If Uh-? property is, or any part ther-cof shall be dam2iW~d :JY fin~ (f (<h(:,!'
:::::!S~laitv. L=SSEE shall give immediate notice thereof to LESSU~ and this !(:cse sheLl
U,ntinuc i', full f(FiT Jnd effect except as hereinafter set forth.
B. If the property is partially damaged or rendered partially unusable by fir'!? (Y
nthcr casualty insured under the coverage obtained by the LESSOR, the damages thereto
shali be repaired ty LRSSOR, to the extent insurance proceeds are available. L_E:SSOR'I-.'III
,ila ke the rcpa I r"s and [-estor-otic ns \.-'Iith all reasonable C'xpeditio 1, subject to dc!ay~, duf' to
adjustment: of insurance claims. labor troubles, and causes beYJnd LESSOR's control. After
::lny such '''::3sualty, LESSEE "",ii! cooperate with LESSOR's restoration by removing from the
property as promptly as possible, atl of LESSEE's salvageable ir:ventory and moveable
equipment, furniture and other property.
c. (1) Tota I Destruction. If the property is rendered wholly unusable, the Lease
shail terminate immediately upon the date of such disaster, and no rent shall b(' due after
such date.
(2) Partial Destruction. If the property be so dafT aged that the LESSOR shail
decide to demolish it or rebuild it, then, in such events, LESSOR or LESSEE may elect to
terminate this lease by written notice to the other given within such casualty, specifying a
date for the expiration of the lease, which will not be more than 60 days after giving such
notice, and upon the date specified in such notice the term of tile lease will expire fu!ly and
completely as if such date were the date set forth above for the termination of this lease.
In such event, LESSEE will forthwith quit, surrender and vacate the property without
prejudice howeve~- to LESSOR's rights and remedies against LESSEE under the lease
provisions in effect prior to such termination, and any rent owing will be paid up to such
date.
D. Nothing containec hereinabove will relieve LESSEE from any Hability that may
exist as a result of damage from fire or other casualty. LESSEE acknowledges that LESSOR
wili not carry insurance on LESSEE's inventory and/or furnishinqs or any fixturcs or
equipment, improvements, or :Jppurtenances removable by the LESSEE, and agrees the
LESSOR will not be obiiged to r-epair any damage thereto or replace the same. Excert as
expr"esslY provided herein to the contra ry, this lease shal! not terminate nor shail there be
any a batcment of rent as a result of a fire or other casuaity which is the fault of, or ca used
by ttlC LESSEE. LESSEE shall be responsible to insu re the 1m pr;)vements and repai rs \^In ich
LESSEE provides to the property.
14. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute:
an event of default hereunder:
A. Discontinuance by LESSEE's contracted agent Health department of the
conduct of its business in the property, for a period of thirty daV5 or longer.
County A Horney Lease,
~2 'Street KW Prof zssionol Bldo.
4
-. .- .- - .
: ~~: C ~ ~inU ot- ~J ~~:e~iC! ~)n :.J\:- cr agal nst LESSE E fer adj ud ic:a.~.!c~n a~ a r,\(J n kr =--~ ~)L () ~..
:~: 50 ~ "/ C [-I t. f [I r. for ; C~~ reo r~~.3 n: L at i (H~ 0 r fo r th Q a p po j ntrn 2 n t ~")f a t-L~CE.~~ \ler -] r f<~.'CCc(~<j in q :-;
~: ~i~ ~I~ ~jl~;; ~;~'~~ie ~) ~ i~::;:~' :,-)i:~~~:~i~:' r~;~ ~;fi ~~,(~ j~~~ ;~~ i ~:>t~~o~i~~~ ~~:~~'~:,~~~::; ~)~~, ~ ~~:'~'; ;f~-~'~' ~ 1~,;~ ~ ~ _"
cny governmental olficer-, court appointed receivei- or agency fLJrSUarlt to st<::Jtutu'v
:~ uthunL v fr;,,' the: d '5soiuti-:y", Dr iiqu idatic';;l of LESSEE.
c:. Fail u re of LESSEE to pay wh en due any insta Hrnerr 0' F'E:n t ht"n:'li ndcr- ()I' any
~)thCi-'~UiT1 -lcno:i n ii?q uired to be paid ny LESSEE.
D. Abandonment or desertion of the pi'ODcrty or per,'T!i~tin'J the ,,;amc in ill:' (TT,rV
and luwclufJlcd, for any consecutive per-Iod of- thirty days or lor gel'.
t_ LESSEE's failure to perform any non-monetary covenant or condition of this
:c'asr:: 'Nithiil ten (10) days after '/,'!-HJen notice and demand.
r. L.ESSOR'S failure to comply ~.vith any of the terms herein.
15. RIGHTS OF LESSOR UPON DEFAULT BY lESSEI:.
If th:: LESSEE is in default as defined in subparagraphs A_ to D inclusive of Paragraph
13 a nd if th e sa me is not cu red by th e LESSE E with i n five (5) days a fter written notice to
~he LESSEE or jf the LESSEE is in default pursuant to the provisions Of sub~paragra ph E of
Section 13, the LESSOR, in addition to all rights and remedies wanted under the iaws of
the State of Florida shall have any or all of the following rights:
A. To re-enter and remove all persons and property r-om the property, and such
property may be removed and stored in a public warehouse or elsewhere at the cost of and
for the account of LESSEE, all without service of notice or reson to legal process and
without being dee'11ed guilty of trespass, or becoming liable for loss or damage which may
be occasioned thereby; and/or
B. To terminate the lease and re-let the property for account of the LESSOR Dr"
within the sole discretion of LESSOR the property may be re-iet for the account of the
LESSEE.
C. In ttle event of LESSOR's termination of th is lease for LESSEE's br-each
hereunder, in addition to any other remedy otherwise available at lav.,' or equity, LESSOR
may recover from LESSEE all damages incurred by reason of such breach, includi:lg the
cost of recovering the property.
L6. RIGHTS OF LESSEE UPON DEFAULT BY LESSOR. In the event of LESSEE's
breach of its obligations and duties under this agreement, LESSEE shail give the LESSOR
notice in v'.'riting uf sa id breach and allow LESSOR ten working clays to remedy such defect.
In the event that such defect is not cured within the requisite time, L-ESSEE may terminate
this lease upon giving thirty days written notice to the LESSOR. In addition to any other
i.emedy otherwise availabie at law or equity, L.ESSOR may recover from LESSEE all
camages incurred by i-eason of such breach, inclucing the cost Jr r.eiocating to new
Dropert'y".
(oullty A tto,-Ilcy Lease
12.. Str'cet i<:W Profcssioncl Bidg.
5
.., ,ATTORNEY'S FEES AND COSTS. Each petty- shai be 50Icl\' '-I,'SPOi'1coIC!e for
"r-" '~_(J;; t::; ,if : t5 '_','',";''-' C1 ~tc :Te/:: fees 'n c u r-"e d : n co n n 2Ct c I~".(t:'~ ~ he') re pa ra U (Jr 2i ": c; '"[;".-: c',"_"
~J: t~i.1 I.r:: IJ._',i:L;;C ~~~.r-. .:~>-;~:.~c ULC,rl 0 If j .", y ~J(tron ai. !2\/~1 (jj- ~r': c:q u itV -:;~12: I be t::~"() Lj;;jht u r:d:.~:!- t'r~;: c~
';:'2. <';c , or fe'- or- on cL::COu"t of anv hrc'ad1 of, nr to cnro:-r:e (H' interpret CJny of the: 'Jl\,en:3n1S,
te I-m s, 0 r- CO:l d iti 0 n s of tll is lea sc; or for the recovery of p assess i on of the d em isccl
p"o!)crty, he r1revdl!ing party slai! be entit!ed to rCGJ"-/er f:-nm the ather par''/I reasonat,:c-:
3ttCirT1eys fcE's 21"1el costs, the amount of ",vhich shali be fixed by the C-Jurt and shail be made
:'; pari: of any judg(nent 01' decree rendel-ed.
1 1:3. IN DE M N IFICA TION, HOLD HARM LESS. S lJ tJject to Sect! () n 768.2 e, Fl 0 r-tel a
St:cltu~c~;, LESSEE shal! indemnify and hold harmless LESSOR agclllst and from ar-,)/ 3nd 211
:~:aims ar'!sng frorn LESSEE's u.;,e of the property for the conduct of its businc~;s or frorr an':/
activity.. vmrk, or- other t.hing done, permitted or suffered by thE LESSEE in or about the
building, cH1d shall further indemnify and hold harmless LESSOR against and from any and
all clain1s "rising from any breach or default in the performance of any obiigation on
LESSEE's part to be performed under the terms of t.his lease, or arising from all'/ act. or-
negligence of the L.ESSEE: or any officer, agent employee, guest, or invitee or LESSEE, and
from all and against ail costs, attorney's fees, expenses and lial:ilities incUlTed in or about
any such ciaim or any action or proceeding brought thereon. LESSEE, as a material part of
the consideration to LESSOR, hereby assumes all risk of da mage to property or injury to
persons, in, upon or about the Jroperty, from any cause other than LESSOR's negligence,
2nd LESSEE herecy waives al! claims in respect thereof against. LESSOR.
19. WAIVER. The failure of either the LESSOR or LESSEE to insist in anyone Di-
mare insta nces upon the strict performance of anyone or more of the obligations of this
lease, or to exercise any right or election herein contained, shal not be construed as a
waiver or rei inquishment for the future of the performance of sLch obiigations of this lease,
or of the right to exercise such election, but the same shall both continue and remain in full
force and effect with respect to any subseq uent breach, act or emission.
20. LIENS. LESSEE further agrees that LESSEE will pay all of LESSEE's
contractors, subcontractors, mechanics, laborers, materialmen and all others, and wil!
indemnify _ESSOR against all legal costs and charges, bond pre:lliums for release of liens,
and counsel fees r-easonably incurred in the commencement or defense of any suit by the
LESSOR to discharge any liens, judgments, or encumbrances against the property caused
or suffered by LESSEE. It is understood and agreed between the parties hereto that the
costs and charges above referred to shaH be considered as additionai rent. due under this
lease, payable upon demand.
The LESSEE herein shall not have any authorit.y to creat.e any liens for labor or
material on the LESSOR's inter,::st in the above-described prope-ty, and ail rersons
contracting with the LESSEE for the doing of work or the furnishing of any mat.eriais or Dr
to the property, and ail materialmen, contractors, mechanics and :aborers, are her-cby
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 teml of this lease_
21. EFFECT OF LESSEEfS HOLDING OVER. Any ~',O!ding over aftel- t.he exr;:I'atior;
of the tenT] of this lease, with the consent of LESSOR, shall be const.rued to be a tenancy
from month to month, at the same monthly rent as required for the period immediatelv
[',rior to the expiration of the lease,
County A Horney Lease
12-" Str'ect KW Professional B!dg
6
,n PEA.C!!:fUL POSSESSION, So long as LESSEE iEl's ail of thiC: '-ent and
<r>;H(~c~:- C~.1 ,': tj ~(:j r;:~r-fc I-'-Y~S d! i LESSEE's ether obi<;ation-:; i-,,;,:, "lnC1 cr, LESSEE sip:!
-x'ace;'!,!i (i'~,_: ~l1ic:t!y have, h~):j, anc~ enjoy the property li-1!'C1ughour Uv' t~!-~r, ,::,f U~I'; ,e:,,-',~',
'.\! l:inlH i clti~TF'::>.c~>1(-F':: (jC h ir r:1(2 nee tlv i_ESSOR
23. TRANSFER BY LESSOR. In the event of tc;'mil,at:or: A LESSc)R-~_ :JI'inc':.::;r-!iJ
:,f u;;~ pr'opcrt'j nv ODeration of lav'i or by bona fide sate of the property or for any :Jt1'1e..
I',,,,a,,;uil, tilet! LESSOR shail be ,eleased from ail liability end resJonsibility [H::rcund'H. Ii'l
'Ouch e\','=i1t, LFSSClP's successor, by acceptance of rent f,om LE:SSEE, shall become liabie
and rl'SP()r:s:olp to LESSEE in r(~spect to all such obligat:oils of I_ESSOR under ttl:S iC'a~;c,
This !ease; rr'av :JC assigned by the LESSOR in \'Jhich casc, LESSEE, uiJon f'C:quest bV
LESSOR, shall iSSUe' <: letter. stating that the lease is in full force aile) effect and tha~ th,;:'c
c-jr-c no setcJffs, :lams, or c:t'ler defenses to n.:nt.
):.,-1. ASSIGNMENT OR SUBLET BY LESSEE. LESSEE may not assign this Lease in
vvhoie or in part to any entity other than the Health Department, nor subiet any porti8n of
the pr'of1C'rty, without LESSOR's pi-ior written consent, whien consent may be al"bitral-ii'y'
withheld. The heaith department has no rights flereunder to a~;sign any :nterest in this
iease.
A. -'---hc L.ESSEE and signatory to this lease, and any subsequent assignees or
sub!easees, sha II '-emain liable to LESSOR under th 2 terms of tilis leasel rega I'd less of the
number of inter'vening asslgnrr:ents and subleases, without corsent to such further
assignments and subleases being required, unless and until LESSOR expressly releases said
LESSEE, assignee or sublesee from liability under th IS lease, and such liabi lity shall not be
in any way affected or reduced by any modification of the lease between LESSOR and the
occu pEl nt assignee, even if such modification IS made without tile prior LESSEEs' consent.
B. LESSOR's consent to any assignment, subletting, occupation, 0, use by another
person, shall not be deemed to be a consent to any subsequeni: assignment, subletting,
occupation, or use by any other person, or a waiver of any right of LESSOR to deny such
consent pursua nt to the provisions hereof. Furthermore, LESSEE u ndersta nds and agrees
that, should LESSOR approve any assignment or sublease, LESSOR shall have the right to
be reimbursed for legally-related expenses in connection
with the review, preparation, and processing of any documents associated with said
a 55i g n m en t/ sub I ea se.
25. SUBORDINATION, NON-DISTURBANCE AND J\TTORNMENT.
A. S_u_bQCQJng:tioQQ:i.1-_ESSEL LESSEE hereby subord;nates Its rights hereunder to
the iien of any mortgage or mortgages, or the lien resulting from any othci- method of
financing or n::financing, nmv or hereafter in force against the [:"-roperty, and to all advances
made Of' rlereafter to be made upon the security thereof. This shall be self-operative and
no fu rth cr in stru m e nt of su b ord in ation s ha! I be req u i red by any mortg agee. However",
LESSEE, upon request of any party in interest, shall execute prJmptly such instrument Dr
certificates and irr'cvocably appoints LESSOR as Attorney-in-Fa(t for LESSEE, with fuli
powel- anej autho'-ity' to execute and deliver, in the namc of LESSEE, any such instr-ument 0'
+0';: t-
cer Lt, ,(aces.
B. f;itCPJdgJ Certificate. Within ten (10) days after request by LESSOP,.- or in tle
event that, in connection with any sale, assignment or hypothecatiorl of the property by
County Attorney Lease
;2" 5tre,e nv Professional Bldg,
7
~_ESSOR, an cstoppt-;I certificate shali be required hJnl LESSEE, LESSEE 2grT'es tel derive,-,
i-l ,ecor-dablc r'orrr" iln estoppel certificatE: to any pr-oposed mortgagee: pun:haS(?i', Oi" te-
U:5S0R, c:r:rtifyinq (if suer1 bE-: the case! that this lease is in fJ11 force end '2ITPC-t dnd :nd!'
- . '" - - . -
Lhe'rT ar-,:' no defer'sc's or offsets ther-eon, ur stating those claimed bv LESSEE, as IOI1Ci ('1:,
those an: factuai statements wilen made. -
c. AttQr:T1JIL~llL III the event of a sale or assignment of LESSOR's interest in the
pmperty, Dr if the pr-operty comes into the hands of a mortgagee, or any other persorl,
'whether" because of a mortgage foreclosure, exerCise of a power" of sale, or other reasor',
LESSEE shall r-ccognize said mortgagee or other person as the same as LESSOR nercun'.JcT
L.ESSEE shall execute, at LESSOR's request, any attornment agr-eement requir"ed by anV
mort9agee, or other such per-son containing such provisions as such morLlJagC(? or otller
person requires.
26. NOTICES. Notices in this Agreement, unless otherwise specified, must be
sent by certifi ed rn a i I to th e fo Ilowi ng :
~E:.s5.QR:
Mar-k Whiteside, M.D.
MW & Je, LLC
3134 Northside Drive
Key West, FI. 33040
COUNTY/LESSEE:
Ad m i n i strata r
Monroe County Health Department
1100 Simonton Street
Key West, FL 33040
And
Richard Klitenick, Esq.
624 Whitehead Street
Key West, FL 33040
County Administrator
1100 Simonton Street
Key West, FL 33040
27. NON-DISCRIMINATION. The LESSEE for itself, its personal representatives,
successors in interest, and assigns, as a part of the consideration hereof, does hereby
covenant and agree that no person on the grounds of race, coler, or national origin sha!1 be
excluded fmm participation in, denied the benefits of, or be otherwise subjected to
discrimination in the use of property or in the contracting for improvements to the
property.
28. GOVERNING LAWS/VENUE/WAIVER OF JURY TRIAL This Agreement is
governed by the laws of the State of Florida and the United States. Venue for any dispute
arising under this Agreement must be in Monroe County, Florida. In the event of any
I itigation, the prevailing party is entitled to a reasonable attorney's fee and costs. LESSOR
and LESSEE hereby knowingly, voluntarily and intentionally waive the right to a trial by jury
in respect to any litigation based hereon, or arising out of, under or in connection with this
lease, this 'Naivei" being a material inducement for LESSEE to enter into the lease
29. INCONSISTENCY. Any item, condition or obligatiJn of this Agreement that is
1;1 conflict with the items listed in this paragraph is superseded to the extent of the conflict.
County Attorney Lease
12.~ Street KW Professional Bldg_
8
.3 C: 0 .co r'4JS'''RU CTIOr=~ ., -,h - 5 ,t\g r-Ct:.:nicnt hes been C2 :efL~:!V r-~~\:'iC'\.\'eci C)'/ t~:c. LE:SSC) P.
3'l:J (v~ U::;:;SEE -~he:'('fclr-e,_ Ulis AqreE::Tient is lie,t to he cn:"1stniC'd 3:-Ja:I'i< an\, C';jrt'y' Gr' n--i,::
:)2::;i~, of ;'j uU1Ur'shi p,
31, FULL UN DERST AN DING. Th is Agreem ent is the oar-~ir.'s' fi rl a I ;-1 ejtUJ i
under-standing, It replaces any earrier agreements Oi- unde,star-:d:r:g:;, ,vh2th~:r ',,;.',"it(:~r1 ',j;
-:.'Iral, Thi:; l\ljreernent cannot be modified or replaced except bV anotr.er \.^/rittr:rl and :;1~~r!C'd
a.~ rce n~l c n to
IN \VITNESS WHEREOF, each party has caused this Agreement to be c>:c:_:utccJ t)'y' its
duiy author-ized :"cpresentativc.
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(SEAL)
ATTEST:
By
Title
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
-'"--., Ij
i /- /" ?Y' ! ;:
BY'~~~~~~~_",,_
BOARD OF COUNTY cOHrvllSS10NERS
o~ ~ONROE ~~rr'~L~RIDA
~VOr/l..nalrnk]n
Count,;, A Horney Lease
;,2" Str'eet K\V Pf"ofessionol Bldg_
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