Item C26 C26
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
February 21, 2024
Agenda Item Number: C26
2023-2142
BULK ITEM: Yes DEPARTMENT: Fleet Management
TIME APPROXIMATE: STAFF CONTACT: Daryl Greenlee
N/A
AGENDA ITEM WORDING: Approval of a Third Amendment to Lease Agreement between
Monroe County and Rockland Investment Corporation, Inc. for the temporary Rockland Key Fleet
Garage location to extend the term for two (2)years and update other provisions of the Lease.
ITEM BACKGROUND:
Monroe County and Rockland Investment Corporation, Inc. entered into a Lease Agreement on March
17, 2021, for several parcels of land at Rockland Key to provide a temporary Rockland Key Fleet
Garage location. The initial term was for two (2)years to terminate on March 16, 2023, with the option
to renew for an additional three (3) one-year extension periods. The initial base rent and C.A.M. costs
was $8,529.75,plus utilities. On November 15, 2022, a First Amendment was approved that provided
an additional parcel of land which was adjacent to the current rented parcel. The term of the new parcel
was to also expire on March 16, 2023, and increased the rental amount by $2,100. On February 15,
2023, a Second Amendment was approved for an additional 740 square feet of space at a monthly rate
of$1,134.42,plus utilities. The Second Amendment also exercised the first option and extended the
Lease term until March 16, 2024.
It is not anticipated that the new Fleet Garage will be ready within the upcoming year, so staff has
requested to exercise the remaining two (2) options to extend the term of the lease for two (2) years.
The Lessor has agreed and this Third Amendment to the Lease Agreement will extend the term from
March 17, 2024, and terminate on March 16, 2026. The Amendment also corrects the address for Fleet
Maintenance to receive invoices and updates the Nondiscrimination provision. The current rental and
C.A.M. costs is $11,764.17, plus utilities, for all the parcels. Staff seeks approval of this Third
Amendment with Rockland Investment Corporation, Inc., for the temporary Rockland Key Fleet
Garage Lease.
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved the original Lease Agreement on March 17, 2021 -AIS 7946 C18
First Amendment was approved on November 15, 2022 -AIS #11368 F.35
Second Amendment was approved on February 15, 2023 -AIS #11710 C24
1563
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
The term is increased by two (2)years, the address for Fleet Maintenance is corrected to receive
invoices, and the Nondiscrimination provision is updated.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
MC Fleets and Facility - Third Amendment dated 02.06.2024.pdf
2nd Amendment to Lease - fully executed.pdf
Rockland Investment 1st Amendment#F3 5 - fully executed.pdf
Rockland Key Lease - Original lease - fully executed.pdf
FINANCIAL IMPACT:
Effective Date: February 21, 2024
Expiration Date: March 16, 2026
Budgeted: Yes
Costs to County: $11,764.17 per month
Source of Funds: 504-23501--SC00050 Rentals & Leases
CPI: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: Utilities and prorated share of property
taxes
Revenue Producing: No
Grant: N/A
County Match: N/A
Insurance Required: As stated in the contract
Additional Details: Fully Budgeted for FY 24 - 504-23501--SC00050 Rentals & Leases
1564
THIRD AMENDMENTTO LEASE AGREEMENT
This Third Amendment to Lease Agreement is made and entered into this 21 st (lay of' FcbrUW'y
2024, between MONROE COUNTY ("L,essee"/ "County"), as political subdivision ofthe State
of Florida, whose aiddress is 1100 Simonton Street, Key West, Florida 33040, and
ROCKLAND INVESTMENT CORPORATION, INC (" L.essor"), a F"loricla Corporation,
aUthorized to do bUSitleSS in the State of Florida, whose principal address is 615-B United
Street, Key West, 1'°Ic6da, 33040.
WHEREAS, on the JV' day of"Marcia, 2021, the parties entered into as Lease Agreement I'm-the
lease of'certain property, improvements and structures situated at and commonly known as I I I
Overseas Highway, Unit No. 300, JZockland Key, Monroe County, Florida 33040, with VarcO
Identification No. 00122070-000200, ("Property"), tor use of` certain areas of tile Property to
provide a, warehouse unit and limited surrOUndinLI, land J'or use by tile C"OUrfly as U l0C,,1ti0n f6r fiats
fleet Department operations liar the Lower Keys area (()riginal Lease Agrecrncnt"), and
WHEREAS, the lerm in the Original lease Agreement was effective from March 17, 2021, to
March 16, 2023, and provided for three (3) additional one ( I) year extension periods after the
initial term ofthe L.ease, and
WHEREAS, oil the 15'�' clay ol"Noverriber, 2022, the parties entered into the First Amendment to
Lease Agreement which extended the term ofthe lease to March 16,2024, and adcledan additional
rental parcel at as monthly rate of Two '"I'liousand One Hundred and 00/100 (S2,100,00) L)ollars,
and
WHEREAS, oil the 15'k' day of February, 2023, the parties entered into a Second AniendlTient
which increased the 8111OUnt 01"warehouse space to include an additional 740 square lect 1`61- an
increase OfOlICT110LIsarldOne Hundred 'l"Iiirly-foLit-avid 42/100(SI,134.4,2) Dollars per month t6r
the rental lee and (_'ornmort Area Maintenance (,',osts((..',A.M.), plus utility expenses, and extended
the Original Lease Agreement term for one (I ) additional year with the new term to terminate oil
March 16, 2024, for all parcels; and
WHEREAS, the current term expires on March 16, 2024, and the [.ease, has two (2) remaining
one-year extension periods. t.essee has notified the Lessor that it seeks to extend the term ofthe
Lease and has requested at, this time to emcnd Im the remaining two (2)years, Lessor has agreed
to renew the lease for the additional tWO (2) year extension periods for all parcels under the same
ternis and conditions as the Original Lease Agreement, as amended, with a new termination (late
eat`March 16, 2026, and
WHEREAS, the pat-ties desire to Update other provisions of` the Original Lease Agreerroent to
update the address fort Lessee as to service ofTessor's invoices and to revise
paragraph to bring it current m(ith ("oUnty, State, or Federal I'Llies and regillations., and
WHEREAS, the parties have found this Agreement to be 11111tUally befleficial, and
WHEREAS, Lessor and Lessee agree to ailiend the ],ease as set fbi-th lict-cin,
NOW, THEREFORE, for and in consideration 01' MUtUal promises contained herein and other
good and valuable consideration, the receipt and AlflkieuC)' of'which are hereby acknowledged,
the parties hereto covenant and agree as follows:
I Paragraffli 2„ Term and Effective Date, ofthe Original Agreentent, as amended, is hereby
amended to extend the term ofthe Original Lease Agreement. 66rall parcels 1`61•the two(2)
years remaining PUrSUarn to the extension periods of Paragraph 3, with the new term to
cornmence oil March 17, 2024, and terminate on March I(), 2026, unless terminated earlier
under other provisions cif the Original Lease Agreement.
2, Paragraph 8, Paymetilt of Rent, ofthe Original Lease Agreernent, as arriended, is hereby
amended to retlect a new address, for Lessee 1'()r submission of invoices by Lessor, The
new address and sentence shall read as "L.,essor's invoice shall be submitted to the Fleet.
Management Departrnent, at 1100 Simonton Street, `quite 2-216, Key West, Florida
33040," 'T'he remaining provisions of Paragraph 8 shall remain the same.
I Paragraph 38, Nondiscrimination, of the Original Lease Agreement, as amended, is
hereby amended to replace Paragraph 38 with [lie l'ollowing:
3K Non(liscrimination
CONTRACTOR and ('0UNIN agree that there will be no discrimination against any
person, and it is expressly understood that, upon a detcrrilination by a Court ofccaripetent
Jurisdiction that discrimination has occurred, this Agreement autornatically ternlit):.Ites
WithOUt any further action on the part of any parly, effective the date of the Court order,
C I ONTRACTOR and C(: UNTY' agrees to comply with all Federal and Florida St',1111tes,and
all local ordinances,as applicable, relating to nondiscrimination, These include but aR,r101
limited to: 1) Title VII of the Civil Rights Act of" 1964 (Pl_ 88-352) which prohibits
discrimination in employment on the basis of'race, color, religion, sex, or national origul
2) Title IX of thaw; Education Amendment off 972, as amended ('20 LISC ss. 1 fib 1-1683., 'and
1685-1686), which prohibits discrimination in employment on the basis of race, color,
religion, sex or national origin, 3) Section 504 of the Rehabili(ation Act of I 973, as
amended (20 t N SCI s. 794), which prohibits discrimination on the basis of'disability: of I Ire
Age Discrinii nation Act of 1975, as amended (42 USC ss, 6101-6107) which prohibits
discrimination oil the basis ot'age-, 5) Thc Drug AbUSC Office and Treamicint Act of' 1972
(PL 92-255), as amended, relating to nondiscrimination on the basis ofdrug abuse; 6) "I'lle
Comprehensive Alcohol Abuse and Aleohohsrn Prevention, Treatment and Rehibi I itall oil
Act oaf`1970(PI, 91-616), as amended, relating to nondiscrimination on the basis ofalcohol
abuse or alcoholism, 7) The public Health Service Act of" 1912, ss, 523 an(] 527 (42 USC
ss. 690dd-3 and 290ee-3),as amended, relating to confidentiality of'alcohol and(1111fIIIILISC
patient records-, 8) Title VIII ofthe Civil Rights Act of' 1968 (42 (JS(,,' s, 3601 cat serf,), as
amended, relating to nondiscrimination in the sage, renval or I inancing of housing" 9) The
Americans with Disabilities Act of 1990(42 USC s. 12 101 Note), as may be amended frolli
tittle to lime, relating tea nondiscrimination on the basis ot'disability: 10) Mcmroe County
Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex,
2
religion, national origin, ancestry, sexual orientation, gender identity or expression,
I'ar'nihal status or age,- and I I) Any other nondiscrimination provisions in any Federal or
state statutes which rnay apply to the parties to, or the SUbject matter of; this Agrecinent,
4. Fxcept as set lorth in Paragraphs I through 3 of this Third Amendrnent. to [..ease
Agreement, in all other respects, the terms and conditions ol'the Original Lease Agreement
dated March 17, 2021, as amended, shall rernain in Full lorce and effect.
IN WFTNESS WI IEREOF, the parties have hereunto set their hands and seal, the day and
year first written above.
(SEAL)
ATTEST EMN MADOK, CLERK BOARD 01" C(. UN'FY ("OMMISSIC)NERS
()F MONROF C(-)(..JN'I'Y, FLORIDA
By. ................. I3Y_---- -
As DepUty Oerk Mayor/ Chairperson
W FFNI„' S 1�S: IT'SSOW Rockland Investment
(,'orporalion, hic.,
A Florida Corporation
,da
4W'i t in,e.4sss�l ev ..........
Witness 2 Print Nan'ie
l'itle
Mot4ROE COUNTy ATTOMEYIS OFFICE
' EDAST
P I A FAMIS
r .
.................
3
GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: February 27, 2023
TO: Daryl Greenlee, Director
Fleet Management
Tania Stoughton
Fleet Management
FROM: Liz Yongue, Deputy Clerk
SUBJECT: February 15, 2023 BOCC Meeting
The following item has been executed and added to the record:
C24 2nd Amendment to Lease Agreement with Rockland Investment Corporation,
Inc., for the temporary Rockland Key Fleet Garage Lease, to include an additional parcel
beginning February 15, 2023. The additional monthly rental amount is $1,134.42 for the
additional parcel.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
1568
SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to Lease Agreement is made and entered into this 15th day of February
2023 between MONROE COUNTY("Lessee"/ "County"), a political subdivision of the State
of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and
ROCKLAND INVESTMENT CORPORATION, INC ("Lessor"), a Florida Corporation,
authorized to do business in the State of Florida, whose principal address is 615-B United
Street, Key West, Florida 33040.
WHEREAS, on the 17'h day of March, 2021, the parties entered into a Lease Agreement for the
lease of certain property, improvements and structures situated at and commonly known as 111
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("Original Lease Agreement"); and
WHEREAS, the term in the Original lease Agreement was effective from March 17, 2021 to
March 16, 2023 and provided for three (3) additional one (1)year extension periods after the
term of the Lease; and
WHEREAS, on the 15'h day of November, 2022, the parties entered into the First Amendment
to Lease Agreement which extended the term of the lease to March 16, 2024 and added an
additional rental parcel at a monthly rate of$2,100; and
WHEREAS, Lessee, in its use of the Property, determined that it needed additional space to
conduct its Fleet Department operations; and
WHEREAS, Lessor had additional space located on the property currently being leased by
Lessee and that space is available for lease by Lessee; and
WHEREAS,the parties negotiated and reached a mutual understanding on or about January
2023, for Lessee to access and lease another 740 square feet at a rate of$1,134.42,plus utility
expenses,per month; and
WHEREAS, Lessor and Lessee agree that the lease term of the additional 740 square feet of the
Property will be effective immediately and will terminate on March 16, 2024, when the term of
the extension in the First Amendment to the Original Lease Agreement terminates; and
WHEREAS, the parties have found the Original Lease Agreement and First Amendment to be
mutually beneficial; and
WHEREAS, Lessor and Lessee agree to amend the Lease as set forth herein.
NOW, THEREFORE, for an in consideration of mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto covenant and agree as follows:
o1569
1. Paragraph 1, PREMISES, of the Original Lease Agreement, is hereby amended to
include an additional 740 square feet of warehouse space on Lessor's property. The terms
of the Original Agreement and First Amendment allow the exclusive use of certain other
areas of the building and/or surrounding property by the Lessor and/or its other tenants as
set forth in the Original Lease agreement.
2. Paragraph 2, TERM AND EFFECTIVE DATE,of the Original Lease Agreement and
First Amendment are hereby amended to include the lease for this additional 740 square
feet of warehouse space. The termination date for the Original Lease Agreement,First
Amendment and Second Amendment is March 16, 2024.
3. Paragraph 5, RENT, of the Original lease Agreement was previously Amended in the
First Amendment and is hereby amended a second time to include the additional monthly
rental payment and Common Area Maintenance Costs ("C.A.M.") for the additional 740
square feet. Lessee shall pay to Lessor an additional monthly rental of One Thousand
One Hundred Thirty Four Dollars and Forty Two Cents ($1,134.42),plus Utility
Expenses,per month. This amount shall be paid in addition to the payments required
under the Original Lease Agreement and First Amendment to the Lease Agreement.
4. Except as set forth in Paragraphs one through four of this Second Amendment to Lease
Agreement, in all other respects,the terms and conditions of the Original lease
Agreement dated March 17,2021, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF,the parties have hereunto set their hands and seal,the day and
y.ear,frst written above.
Z.
t� LS VIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS
OF MONROE C UNTY FLORIDA
,
•rot t..:,aa.,. ,',+
By_
A Deputy Clerk ai an
? ITNESS: LESSOR: Rockland Investment
Corporation, Inc.,
Q A Florida Corporation
�. Q,Gc„C,2 By Q�12d-diZ�
tness 1 :
tt
Steve R. Henson
Witness 2 _- Print Name
Vice President
Title
Approved as to fonn and legal sufficiency
Monroe County Attorney's Office
Christina Cory,Assistant County Attorney
Date:1 i31123
1570
GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: December 13, 2022
TO: Daryl Greenlee, Director
Fleet Management
Tammy Acevedo
Executive Assistant
FROM: Liz Yongue, Deputy Clerk
SUBJECT: November 15th BOCC Meeting
Attached is a copy of the following item for your handling:
F35 First Amendment to Lease Agreement with Rockland Investment Corporation,
Inc., for the temporary Rockland Key Fleet Garage Lease, to include an additional parcel
retroactive to July 17, 2022, and extend the lease term for an additional year. The additional
monthly rental amount is $2,100.00 Dollars for the additional parcel. Funding is from the Fleet
budget.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
1571
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement is made and entered into on this 15,J, day of
November, 2022, by and between ROCKLAND INVESTMENT CORPORATION, INC. a
Florida Corporation, authorized to do business in the State of Florida, ("Lessor"),whose principal
address is 615-B United Street, Key West, Florida 33040, and MONROE COUNTY, a political
subdivision of the State of Florida, whose address is 11.00 Simonton Street, Key West, Florida
33040("Lessee"/'County").
WHEREAS, on the 1.7"1' day of March, 2021, the parties entered into a Lease Agreement
for the lease of that certain property, improvements and structures situated at and commonly
known as I I I 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 ("Original Lease
Agreement"); and
WHEREAS,the current initial term of the Original Lease Agreement was effective from
March 17, 2021,and terminates on March 16, 2023; and
WHEREAS,the Original Lease Agreement provides for three (3) additional one (1) year
extension periods after the initial term of the Lease; and
WHEREAS, during the term of this Lease, Lessee in its use of the Property, determined
that it needed additional outside parking space to conduct its Fleet Department operations; and
WHEREAS,Lessor had additional space located on the Property, which is adjacent to the
current Property being leased by the County, that was available for lease by Lessee; and
WHEREAS,the parties negotiated and reached a mutual understanding on or about May
2022,for Lessee to access and lease another 8,625 square feet of the Property for use by Lessee as
an additional outside parking area; and
WHEREAS, Lessor and Lessee agreed that the lease term of the additional 8,625 square
feet of the Property will be for eight(8)months with an effective date retroactive to July 17,2022,
and terminating on March 16, 2023, when the term of the Original Lease Agreement terminates;
and
WHEREAS,the initial term of the Original Lease Agreement expires on March 16, 2023,
and the Lessee has notified Lessor pursuant to the Original Lease Agreement that it seeks to extend
the terin of the Lease and the Lessor has agreed to renew the lease for an additional one (1) year
extension period under the same terms and conditions as the Original Lease Agreement, which
shall also include the additional 8,625 square feet of the Property as set forth in this First
Amendment; and
1572
WHEREAS, the parties have found the Original Lease Agreement to be mutually
beneficial; and
WHEREAS, Lessor and Lessee agree to amend the Lease as set forth herein.
NOW, THEREFORE, for and in consideration of mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the parties hereto covenant and agree as follows:
1. Paragraph 1,Premises,of the Original Lease Agreement,is hereby amended to include an
additional 8,,625 square feet of Lessor's property, which is situated adjacent to Lessee's current
leased area and is referred to herein as the"Third Parcel"and collectively known as the"Premises"
or "Sole Use Areas", as more particularly described on Exhibit "A — Revised", setting forth
Lessee's designated area of the parcel, attached to this First Amendment and made a part hereof.
This First Amendment also continues to allow the exclusive use of certain other areas of the
building and/or surrounding property by the Lessor and/or its other tenants as set forth in the
Original Lease Agreement.
2. Paragraph 2, Term and Effective Date, of the Original Lease Agreement is hereby
amended to include the lease term for this Third Parcel. The lease term for this additional Third
Parcel shall be for eight (8) months which shall commence retroactive to July 17, 2022, and
terminate on March 16,2023,in conjunction with the lease termination date of the term as set forth
in Paragraph 2 of the Original Lease Agreement, unless earlier terminated as provided in the
Original Lease Agreement.
3. Paragraph 5, Rent, of the Original Lease Agreement is hereby amended to include the
additional monthly rental payment and Common Area Maintenance Costs("C.A.M.")for the Third
Parcel, with both payments commencing retroactive to July 17, 2022. Lessee shall pay to Lessor
an additional monthly rental of Two Thousand and 00/100 ($2,000.00) Dollars as the Base Rent
for the Third Parcel. As"Additional Rent,"Lessee shall also pay monthly,a portion of the C.A.M.
costs in the amount of One Hundred and 00/100($100.00)Dollars per month for the Third Parcel.
Monroe County is exempt from sales tax. The total monthly rental payment for the Third Parcel
shall be Two Thousand One Hundred and 00/100 ($2,100.00) Dollars for the first eight-month
rental term,of this Third Parcel,in addition to the monthly rental payments as set forth in paragraph
5 of the Original Lease Agreement for the Main Parcel and Secondary Parcel.
4. Paragraph 2, Term and Effective Date, of the Original Lease Agreement, is further
amended to extend the term of this lease for an additional one-year period for the Main Parcel,
Secondary Parcel, and Third Parcel, with the new term to commence on March 17, 2023, and
terminate on March 16, 2024, unless earlier terminated as provided in the Original Lease
Agreement.
2
1573
5: Except as set forth in Paragraphs one through four of this First Amendment to Lease
Agreement, in all.other respects,the terms and conditions of the.Original Lease Agreement.dated
March 17,2021,as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
-year first above written.
LESSOR:
ROCKLAND INVESTMENT
CORPORATION, INC.,
A Florida Corporation
WITNESS S:
By:
Print Name Print Name
l
Title !/
.Print ame
LESSEE:
' S 4 BOARD OF COUNTY COMMISSIONERS
VIN..MADOK, CLERK OF MONROE COUNTY, FLORIDA
AIL
By:
As ffTputy Clerk o s
S ',-
,` La..
MONROEE COLT Y AiTaRrIEY s OFFICE
j
PAINCIA EABIES .
ass►sTa 1r�c rfrvaaNev
-3 DATE: _
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1574
EXRIBIT"A—REVISED"
Lessee's Premises on the Parcel
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KevinVel
, CPA
• Clerk of the Circuit Court&Comptroller—Monroe County, Florida
DATE: March 19,2021
TO: Kv in G.Wilson, PF
Assistant Count° Administrator
Summe Rubio
Executive Administrator
FROM: 1"Muria(,. Han( k C.
SUBJECT. Marc)► 17" BOCC Meeting
Attaclied is an electronic-copy of the follolving item for your liandling.
0 R Lease Agrectvrent wit] Rockland [nvestinent Corlxrralion, Inc. for a building and
ground space as m interim Fleet Maintenance Facility on Rockland Key,at a cast cif$103,257.00
per year(plus prorcta ,%•bare of properly tax). Funding is from Fleet budget.
Should you liave ariy questions please feel free to contact me at (305) 292-3.550.
(T.,, County Attorney
Finwic e
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Flonda 33050 Plarriatio Key„Florida 33070 Plantation Key,Florida 33070
305-294-4641 305 289-6027 305 852-7145 305-852-7145
00
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LE&U,,AGREEMENT
THIS LEASE AGREEMENT is made and entered into on this 170'day of March, 2021, by
and between ROCKLAND INVESTMENT CORPORATION, INC, a Florida Corporation,
authorized to do business in the State of Florida, ("Lessor"), whose principal address is 615-B
United Street, Key West, Florida 33040, and MONROE COUNTY,a political subdivision of the
State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040
("Lessee"Mounty"),and.
WHEREAS, the County has negotiated with the Lessor forte lease of that certain
property, improvements and structures situated at and commonly known as I I I 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 byte County as a location for its Fleet
Department operations for the Lower Keys area; and
WHEREAS,as a condition of the Lease pursuant to Paragraph I oft is Lease Agreement,
the Lessor and Lessee agree that upon execution of the Lease, the Lessor and/or Lessor's other
tenants may retain use of certain other areas of the Property, in addition tote use by the County
of the remaining areas, from the execution of the Lease date pursuant tote terms and conditions
as set forth in this Lease Agreement; and
WHEREAS, the Lessor desires to lease the herein described Property tote County and
retain the current use of other are of the 11 I Overseas Highway,Rockland Key parcel to continue
in any current operations while the County proceeds with its proposed use of its designated
Property; and
xi#
....................
B, ti
u
e Lessee is willing to lease the Property for the purposes of Lessee's
operations and allow Lessor to retain control of certain other designated for its use during
the Lease term,
NOW,THEREFORE, IN CONSIDERATION of the mutual promises and covenants set
forth below, the parties agrees as follows-
Premises. The Lessor does hereby lease to Lessee and Lessee leases from the
Lessor, the Property situated at and co only known as I I I Overseas Highway, Rockland
y, ore County, Florida 33040, and more particularly described as a total of 5,834 Sq„
ft.. which consists of 928 Sq. ft. of Office Space arid 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
building,plus an additional 59 feet of the surrounding outside property immediately rth of the
existing building, referred to herein as the "Main Parcel"; plus an additional ground area of 40
feet of the surrounding outside property West oft e building,referred to herein as the"Secondary
Parcel, and collectively known as the "Premises" or "Sole 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 or its other tenants.
2Term n iv ate. 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 commence
on March 17, 2021, and to ite 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
the Fleet Management operations on the Premises. The payment of rent shall commence at set j
forth in Paragraph 8 herein,
3. Extension Period. There shall be three ( ) additional one (1) year extension
periods anticipated as partof 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 torth in a written amendment to this Lease.
4. Ssgpri a sit. o 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 safe, provided that
Lessor first provides twenty (20) days' written notice to the Lessee and provides a reasonable
opportunity for Lessee to retrieve such r e y. Any proceeds of such sale, at the current fair
market value, may thereafter be applied by Lessor against: (1) expenses of the Lessor for
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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
lance of any such amounts,of any, shall be givento the Lessee.
5. Ben . The amount lessee shall pay to the Lessor for the Premises shall be as
follows: Six Thousand Six Hundred Ninety-rive and 001100 ( 6, 5.0 Dollars per month as
the Base Rent for the Main Parcel and One Thousand Five Hundred and 00/10 ( 1,50 .0 )
Dollars r month as the Base Rent for the Secondary Parcel. Other monetary obligations of
Lessee owes to Lessor under the terms of this Lease are herein referred to as "AdditionalRent".
Lessee shall also pay monthly, as Additional Rent, a portionof the Common Area Maintenance
Costs ("C.A. .), in the amount of five percent (5%Q) of the base rent for the Main Parcel in the
aunt of Three Hundred Thirty-four and 75/ 0 ( 334.75) Dollars per month.
. TmL The Lessor shall pay all taxes and assessments, if any, including any sales
or use tax, levied y any goverrimental 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 remises 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
to Lessor for the base rent, C.A.M. costs, utilities,or any other such rent expense that may be due
to Lessor.
7. !Jjilijigj, 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, intemei service,cable, LP gas, insect and rodent extermination, or other
such similar utilities, as used or consumed y Lessee in the Premises. If any such services are to
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, Lessees all 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. _Paymen,t,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 (5"')day of each month, unless otherwise agreed in writing by the Lessee, a proper invoice to
the Lessee requesting payment fort e then applicable monthly Base Rent and any Additional Rent,
if applicable. The Lessor's invoice shall describe withreasonable particularity the aforementioned
information in order to necessitate payment by the Clerk of the Court. The Lessor's invoice shall
be accompanied y such documentation or data in support oft the Base Rent and/or any Additional
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Rent for which payment is sought as the Lessee may require. Lessor's invoice shall be submitted
to the Fleet Management, 3583 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 218.70, 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
may 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.
9. Insurance and Liability. Lessor shall provide a commercial general liability
insurance policy with a coverage limit of no less than One Million and 00/100 ( 1,000,000.00)
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 the Worker's Compensation Act or otherwise, which
may arise from its operations under this Lease.
Lessee shall not occupy or use the demised 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
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 attorney's fees)
incurred by reason of Lessee's use of the property as an operations center for Lessee's Fleet
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. 768.28.
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. 768.28, 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
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 on
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
materialmen, 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.
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1 1. RCIalignihip gfJ!AIfiSLThe Lessee is,and shall be an independent contractor
and not an agent or servant of the Lessor. The Lessee shall exercise control, direction, and
supervision over the means and manner that its personnel, agents, employees, and volLmteers
perform work for which purpose this Lease is entered. The Lessee shall have no authority
whatsoever to act on behalfan /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 r property damage to any individual. property, or
corporation.
12. Termination. This Lease may be terminated t the discretion of the Lessor in
e following circumstances:
A. Lessee fails to pay the rent when e-,
B. Lessee otherwise breaches the terms oft is Lease, and
C. Lessor may terminate this Lease for convenience upon giving one hundred eighty
(1 0)days' prior written notice tote Lessee.
This Lease may be terminated y Lessee in the following circumstances:
A. The County of Monroe, or any other applicable governmental entity shall raise
zoning challenge, in which case Lessee shall be entitled to terminate this Lease
on giving one hundred eighty (1 ) days' written notice to Lessor-,
B. The aunty's performance and obligation to pay under this Lease is contingent
upon an annual appropriation by the Board of County Commissioners and the
approval of the Board memberst the time of the Lease initiation and its duration,
C. e Lessee acquires e t 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; an
D. Lessee may terminate this Lease for convenience upon giving one hundred eighty
(1 0) days' prior written notice to the Lessee.
11 JLses. 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 r ises, shall use
with care and shall not destroy or remove without consent of the Lessor, any fixtures or
improvements of the Premises. Lessee shall not maintain, commit, or permit. the maintenance or
commission of any nuisance on the Premises. Any darnages resulting from misuse shall be borne
y the Lessee.
Lessee shall be pen-nitted 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 (l ) days after the Lessee's request.
Lessor and/or its other tenants retain the right to display signae for its own purposes provided it
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sets all legal requirements. Lessee shall not remove any interior or existing signs without
Lessor's consent) fission.
14. MiginlInance. 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 lease
Premises, which Lessee utilizes. Lessee shall also maintain the exterior grounds of its lease
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 tinder the sole use and control of the Lessee in goodorder and condition.
t 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
nuisance on the Premises. After termination or expiration of this Lease,the Lessees all 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.
15, Improvements and Regairs. 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
withLessee's leasehold interest, or loss of damages, to its operation during such improvements,
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 ro osmust 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.
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 to ination of this Lease, belong to the Lessor.
With spect to repairs and/or replacement of all mechanical infrastructures, Lessee and
Lessor shall mutually agree that the repair and/or replacement is necessary. a Lessee shall bear
the first One Thousand an /1 ( 1, .0 ) Dollars of the cost of repair and/or replacement o
mechanical infrastructures. Thereafter, the Lessors all bear one hundred percent (1 0%) of any
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cost of repair and/or replacement in excess of One Thousand and 00/100($1,000.00) Dollars. For
purposes of this paragraph, the to "mechanical infrastructure" means the roof and air
conditioning/heating systems. Except as set forth herein, Lessee shall be responsible for
maintaining,repairing or replacing all existing electrical/plumbing infrastructures and components
on or in the Premises.
16. AssignmeaL 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,
17. Edionfisla. This Lease is subordinate to the laws and regulations of the
United States, the to of Florida, and Monroe County, whether in effect on commencement of
this Lease or adopted after that date.
18. 1,j=jC&, Lessee shall be responsible for and provide all licenses required by
all local, state,and federal agencies.
19. PEgmigg.,to.,beUISSLfgrljLwfuI PUrgoall, 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
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
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 injury 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.
20. Limillfi2n gLt&essor`j_UWkifiJL 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 tote 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
shall not incur any liability as a result of such ouster.
21. __a fiver BrULO, It is further mutually covenanted and agreed between the
parties hereto that no waiver of a breach of any of the covenants oft is Lease shall be construed
to be a waiver of any succeeding breach of the same covenant.
22. jsaE:LRkJLL9L&gLeM 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
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conditions of this Lease. The Lessee hereby agrees to keep the Premises at all times in a clean
sanitary condition. and not to maintain or keep upon said Premises any properties or equipment
not used in connection with the operation of said business, unless authorized by the Lessor to do
so.
3. es_ si ill fQr ZE2MM..9n_Lease hold. All property of any kind that maybe
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
person on the Premises
2 a to LeasChold. In the event that the demised Premises, or a major part
thereof,are destroyed by fire, storrn, 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. CondtMaltion. If the whole of the leased Premises, or such portion thereof as
will make the leased Premises unusable for the purposes leased ereu er, 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 Tenn shall cease of the day possession or titles all be taken by such
public authority, whichever is earlier ("Taking ate"), whereupon Rent shall be paid up the the
Taking Date with a proportionate refund 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 for the purposes leased hereunder,shall be taken,the Term
shall cease only as to the part so taken as oft 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 fora 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
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 o , stock, trade fixtures, furniture, and
other personal property belonging to Lessee, improvements paid for by Lessee, and moving
other reasonable relocationexpenses; provided, however, that no such claims all diminish or
otherwise adversely affect Lessor's award.
26. to e a ire e. Lessee shall, at any time and from time to time, within ten
(1 ) 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
o default exists under this Lease or specifying each such default; it being the intention and
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 [eased Premises, or by others,
in any matter affecting the leased Premises.
27. Righig Rr&e Rights not specifically granted to Lessee by this Lease are
reserved to the Lessor.
28. 1ndjm1lir1sjJj2Lm I ffild 11aEmIlla, Subject to and without waiving the protections
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
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
caused in whole or in part by acts or ornissions 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 Indernnitor 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. G_over ning,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
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
agree that venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
The Lessor and Lessee agree that, in the event of conflicting interpretations of the to or
a to of this Lease by or between any of the the issue shall be submitted to mediation prior to
the institution of any othera miistrative or legal proceeding.
30. E21`19 NB k Any prevention,delay,or stoppage due to strikes, lockouts, labor
disputes, acts of God, including inclement weather and/or periods of rain or other weather
conditions, inability toobtain labor or materials, or reasonable substitutes therefore, governmental
restrictions or requirements, governmental regulations, govemmental controls, inability to timely
obtain governmental approvals, failure of power,riots, insurrection,ware or other enemy or hostile
government action, civil commotion, fire or othcr 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 fora 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. S ever abilily, 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
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provisions of this Lease, shall not be affected thereby; and each remaining term, covenant,
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
provisions of this Lease would prevent the accomplishment of the original intent of this Lease.
The Lessor and Lessee agree to reform the Lease to replace any stricken provision with a valid
provision that comes as close as possible to the intent of the stricken provision.
31 1,11111111111110111,91� 'i ! n 0%, The Lessor and Lessee agree that in the event any cause
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of action or administrative proceeding is initiated or defended by any party relative to the
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
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and customary procedures required by the circuit court of Monroe County.
33. Binding fflegt. 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. AAlutLhkoritX. Each party represents and wan-ants 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.
36. is tie o 1 e is Free a t . 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.
37. C2212craii2n. In the event any administrative or legal proceeding is instituted
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
competent jurisdiction that discrimination has, occurred, this Lease automatically terminates
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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 Floridastatutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VII of the
Civil Rights Act of 16 ( L -352) which prohibits discrimination in employment on the basis
of race, color, religion,sex, and national origin; )Title IX of the Education Amendment of 1972,
as ends (20 USC ss. 1 1-16 3, and 16 5-1 6), which prohibits discrimination on the basis
of sex; 3) Section 504 of the Rehabilitation Act of 1973, s amended ( 0 USC s. 7 ), which
prohibits discrimination on the basis of handicaps; ) The Age Discrimination Act of 1975, as
amended(42 USC ss. 6101-617)which prohibits discrimination on the basis of age; )The Drug
Abuse Office and Treatment Act of 1972 ( L 2.255), as amended, relating to nondiscrimination
n the basis of drug abuse; ) The Comprehensive lcohol Abuse and AlcoholismPrevention,
Treatment and Rehabilitation Act of 1 ( L 1-61 ),as amended, relating to nondiscrimination
on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 53 and
7(42 USC ss. 60 -3 and 290ee-3),as amended, relating to confidentiality of alcohol and drug
abuse patient records; ) Title VIII of the Civil Rights Act of 196 (42 USC s.3601 et se .), as
ended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1 ( 2 USC s. 12101 Note), as may be amended from time
to time,relating to nondiscrimination on the basis of disability; 1 ) Monroe County Code, Chapter
14, Article II, which rohi its 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, CQuolof Qf NQ Into st. 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 perforrn and receive
Hefts as recited in this Lease.
40. Code of Ethics. Lessee agrees that officers and employees of the Lessee recognize
and will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112. 13, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse o
public position, conflicting employment or contractualrelationship; and disclosure or use o
certain information.
1. N2,&fisjJaJIgntPaymcnJ. The Lessor and Lessee war-rant that, in respect to itself,
it has neither employed nor retained any company or person, other than 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 bonafide employee working solely
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.
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42. PUblig 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
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 IMSMnily. Notwithstanding the provisions of Chapter 768.28,
Florida Statutes,the participation of the Lessor and Lessee in this Lease and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the Lessor be required to contain any provision
for waiver,
44. Ltl&I QbIIiZgJi2n§ @nd_R=9nAJiifities. 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
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-R SlilngS,by,NlIn-PIrlies. No person or entity shall be entitled to rely upon
the terms, or any of them, of this Lease to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or 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 tinder this Lease separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Lease.
46. N2 ftrsonpl Li 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, E=pIIQn..A.CojM ter plM. 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 Headings. 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.
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49. N11JUAl RCvilw,' This Lease has been carefully reviewed by Lessee and Lessor;
therefore this Lease is not to be construed against either party on the is of authorship.
50. Notices. Any written notice or correspondence given pursuant tothis 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
of refusal or non-acceptance of delivery. Notice shall be sent to the following persons:
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
Monroe County
I I 11 12111 Street
Suite 408
Key West, Florida 33040
51. rjjW111five Remgdijg,' No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies in law or in equity.
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 byte Board of County Commissioners,
and signed by both parties before it becomes effective.
[REMINDER OF PAGE INTENTIONALLY LEFF BLANKI
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IN WITNESS WHEREOF. the parties hereto have set their hands and seals the day and
year first above written.
LESSOR:
ROCKLAND INVESTMENT
CORPORATION, INC..
A Florida Corporation
WITNESSES:
..
..... , �1_,fAAl
Print Name Print Name
_. .. ... ...� .................�. Title
Print Name
i �
1 = LESSEE:
BOARD OF COUNTY COMMISSIONERS
KEVIN MADOK.CLERK OF MONOE COUNTY. FLORIDA
By: e i�u�m
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By:
As l5eputy Clerk Mayor/Chairperson
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