HomeMy WebLinkAboutItem C11 C11
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
May 21, 2025
Agenda Item Number: C 11
2023-4026
BULK ITEM: Yes DEPARTMENT: Facilities Maintenance
TIME APPROXIMATE: STAFF CONTACT: Willie DeSantis
AGENDA ITEM WORDING: Approval of a three(3)year Commercial Lease with Key Vaca
Center, LLC, for the Supervisor of Elections office at the 100th Street Center building in Marathon. The
new lease term commences on June 1, 2025, and terminates on May 31, 2028, at a total monthly rental
fee of$5,704.01/month including CAM of$1,565.04 through May 31, 2026, and $5,889.39/month
including CAM costs of$1,615.90 for the second year which includes a 3.25% CPI-U increase for the
base rent and its share of the monthly CAM costs with both having been increased by 3.25%, and
$6,080.81/month including CAM costs of$1,668.42 for the third year which includes a 3.25% CPI-U
increase for both the base rent and share of monthly CAM costs. Supervisor of Elections funding pays
this lease. This lease includes renewal terms for four(4) additional periods of two (2)years each,
subject to approval of the BOCC.
ITEM BACKGROUND:
The County has leased 10005-10015 Overseas Highway, at a building known as the 100th Street
Center, for the Supervisor of Elections Marathon Office since 2014. The current lease has no more
renewals and is set to expire on May 31, 2025. The Supervisor of Elections wishes to remain in the
location and has requested a new lease agreement be entered into by the County and Key Vaca Center,
LLC, for the Supervisor of Elections office at the 100th Street Center building in Marathon.
PREVIOUS RELEVANT BOCC ACTION:
May 17, 2023 BOCC approved a Fourth and final amendment for a renewal term of two (2)years for
the Commercial Lease with Key Vaca Center, LLC, for space in Marathon for the Supervisor of
Elections' office with an annual adjustment in the base rent by a 3.25% increase on the anniversary date
of the Lease.
May 19, 2021 BOCC approved a Third Amendment for a renewal term of two (2)years for the
Commercial Lease with Key Vaca Center, LLC, for space in Marathon for the Supervisor of Elections'
office with an annual adjustment in the base rent by a 3.25% increase on the anniversary date of the
Lease.
June 20, 2020 BOCC approved a Second Amendment to update the Lease reflecting the sale of its
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interest from Oxford Business III Corporation to Key Vaca Center, LLC. The Second Amendment also
reflects a change in the Lessor's new principal address for Key Vaca Center, LLC, as 17013 Coral Way,
Sugarloaf Key, Florida 33042. The Lessor's address for purposes of any notices,pursuant to paragraph
31 of the Lease, shall be Key Vaca Center, LLC, c/o Mark A. Pollaci, at 117 West 28 Street, 2nd Floor,
New York,NY 10001
April 17, 2019 BOCC approved a First Amendment for a renewal term of two (2)years for the
Commercial Lease with Oxford Business III Corporation for space in Marathon for the Supervisor of
Elections' office with an annual adjustment in the base rent by a 3.25% increase on the anniversary date
of the Lease.
May 21, 2014 BOCC approved a five (5)year Commercial Lease with Oxford Business III
Corporation with five (5) optional (1) one year renewals for space in Marathon for the Supervisor of
Elections' office with an annual adjustment in the base rent by the greater of either the C.P.I.U. for the
previous twelve months ending December 31st or by a 3.25% increase on the anniversary date of the
Lease.
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
New Contract
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Final Lease m Key Vaca Center for SOE 5.5.2025.docx
FINANCIAL IMPACT:
Effective Date: June 1, 2025
Expiration Date: May 31, 2028
Total Dollar Value of Contract: 1st year $5,704.0 1/month, 2nd year $5,889.39/month, and 3rd year
$6,080.81/month
Total Cost to County: (Paid from Supervisor of Elections budget)
Current Year Portion: $22,816.04
Budgeted: yes
Source of Funds: Supervisor of Elections
CPI: yes
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant: N/A
County Match: N/A
Insurance Required: Yes
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COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT, made this 21 st day of May, 2025, by
and between the Board of County Commissioners of Monroe County, Florida(hereinafter
referred to as"BOCC", "Lessee","Tenant",or"County"),whose address is 1100 Simonton
Street, Key West, Florida 33040, and Key Vaca Center LLC, (hereinafter referred to as
"Lessor"), whose principal address is 17013 Coral Way, Sugarloaf Key, Florida 33042.
1. Property/Premises. The Lessor does hereby lease unto Lessee and the Lessee does
hereby accept from Lessor, in its "as is" condition, the following described property, lying
and being situated in the City of Marathon, County of Monroe, State of Florida, and being
more particularly described as follows: Units A&B, 1001h Street Center, commonly known
as 10005-10015 Overseas Highway, Marathon, Monroe County, Florida 33050, containing
approximately 2,139 rentable square feet("Premises").
2. Term and Effective Date. The initial term of this Lease Agreement shall be for a period
of three (3) years commencing June 1, 2025, and ending on May 31, 2028, unless sooner
terminated or extended pursuant to the provisions of this Lease Agreement; to be occupied
for the purpose of conducting the business of Monroe County Supervisor of Elections
Office/administrative-office type use. The effective date of this agreement is the date that
it is fully executed by the Board of County Commissioners.
3. Renewal Terms. Lessee shall have the option to renew this Agreement after the
expiration of the original term for four (4) additional periods of two (2) years each, under
terms and conditions to be agreed upon at that time, and subject to the approval of the
Board of County Commissioners.
4. Option to Renew. Lessor hereby grants to Lessee the option to renew this Lease
Agreement for the renewal terms on the condition that at the time Lessee exercises each
option to renew, Lessee is in satisfactory compliance with the terms of this Lease and is
not in default under this Lease Agreement beyond the expiration of any applicable cure
period as a prerequisite to exercising any option to renew. Lessee shall exercise its right to
renew and extend the lease term,if at all,by providing written notice of extension to Lessor
at least ninety (90) days prior to the expiration of the lease term.
5. Rent
a. All rental payments shall be made payable to Key Vaca Center LLC and transmitted
to Key Vaca Center LLC, at 17013 Coral Way, Sugarloaf Key, FL 33042, or sent via
ACH payment to Lessor's designated Bank Account at First Horizon Bank. Each
monthly rental payment shall be payable to Lessor in arrears upon receipt of a proper
invoice pursuant to the Florida Prompt Payment Act, Florida Statutes, Section
218.70. Lessor shall submit to the Lessee invoices with supporting documentation
that are acceptable to the Clerk. Acceptability to the Clerk is based on generally
accepted accounting principles and such laws, rules, and regulations as may govern
the Clerk' s disbursal of funds.
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b. The base rent shall be subject to an annual increase of 3.25%. Commencing on June
1,2025,and through May 31,2026,Lessee shall pay Lessor a base rent in the amount
of Four Thousand One Hundred Thirty-Eight and 97/100 ($4,138.97) Dollars per
month. Commencing on June 1, 2026, and through May 31, 2027, for use of the
Premises,the Lessee shall pay Lessor a base rent, which is to be increased by 3.25%
pursuant to Lessor's offer, in the total monthly amount of Four Thousand Two
Hundred Seventy-Three and 49/100 ($4,273.49) Dollars. Commencing on June 1,
2027,and through May 31,2028,for use of the Premises,the Lessee shall pay Lessor
a base rent, which is to be increased by 3.25%pursuant to Lessor's offer, in the total
monthly amount of Four Thousand Four Hundred Twelve and 39/100 ($4,412.39)
Dollars.
c. In addition to the monthly base rent, the Lessee shall be obligated to pay its pro rata
share of the annual costs for fire, flood, and windstorm insurance, real property
taxes,waste collection fees, common utilities, and annual costs to keep and maintain
in good repair the building exterior, landscaping, lighting, sidewalks, driveways,
curbs, and sign ("CAM Costs"). These CAM Costs shall be subject to an annual
increase of 3.25%. Commencing on June 1,2025, and through May 31,2026, Lessee
shall pay Lessor CAM Costs in the amount of One Thousand Five Hundred Sixty-
Five and 04/100($1,565.04) Dollars. Commencing on June 1, 2026, and through
May 31, 2027, Lessee shall pay Lessor One Thousand Six Hundred Fifteen and
90/100 ($1615.90) Dollars. Commencing on June 1, 2027, and through May 31,
2028, Lessee shall pay Lessor One Thousand Six Hundred Sixty-Eight and 42/100
($1,668.42) Dollars.
d. If any option to renew is exercised and approved for the optional four(4) additional
periods of two (2) years each, any additional rent, as agreed upon at that time will
be due and payable. The County'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 members at the time of the Lease
initiation and its duration.
6. Insurance. Lessor will obtain fire, flood, and windstorm insurance for the premises;
and upon submission of the bill for same to Lessee, Lessee shall reimburse Lessor for its
prorata share of same. Lessee shall purchase public liability insurance with coverage per
occurrence of at least One Million and 00/100 Dollars ($1,000,000.00) and shall name
Lessor as a co-insured on said policy.
7. Use & Conditions
a. Maintenance of Premises. Lessee agrees to accept possession of the demised
premises in their present condition. Lessee shall at all times during the continuance
of this lease, and at its own cost and expense, keep and maintain in good repair the
interior of the premises hereby leased, which shall include all windows,plate glass,
and doors contiguous to the exterior. Unless there is damage caused by the
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negligence of Lessor, Lessee shall keep the air conditioning equipment inside the
unit and serving the unit (handling unit), the plumbing work, water closets, pipes
and fixtures belonging thereto in good repair and shall keep the water pipes and
connections free from obstructions, and to generally maintain the demised premises
to the satisfaction of the municipal, police, and any other governmental authority,
during the term of this lease. Lessee shall not overload the carrying capacity of the
floors of the demised premises. Lessee, so long as they shall remain in possession
of the demised premises, shall keep and maintain all portions of the premises, the
improvements thereon, the appurtenances, machinery, equipment and fixtures
therein, in such condition as to prevent any loss, damage or injury to the persons,
property, businesses, business or occupations of any other persons permitted by
Lessee to be in or about the leased premises, owners, occupants and invitees of
adjoining premises, and personals upon the adjacent portions of the street in front
and the side streets of the demised premises. In the event Lessee shall replace
appurtenances, machinery, equipment or fixtures, the replacements shall be in
general conformity to that replaced as to the quality, size, and appearance. At the
termination of this lease, Lessee shall deliver up the demised premises in as good
condition as at the beginning of the term, natural deterioration and normal wear and
tear, depreciation and damage by fire and the elements only excepted.
b. Parking. Lessor grants Lessee the right to use two (2) parking spaces for
every 1,000 rentable square feet leased with applicable signage. Guest parking can
be found elsewhere in the parking area. The total spaces corresponding to Lessee as
per this lease is Four(4) spaces.
c. Personal Property. It is especially understood and agreed that all personal
property placed on the demised premises by the Lessee may be removed by Lessee
at the termination of this lease, provided Lessee shall not then be in default of the
performance of any of it agreements, conditions, covenants, or terms hereof, and
provided further that the building shall be left by Lessee substantially as well
equipped as it is at the beginning of the term, and provided further that no such
property shall be removed by Lessee if such removal should permanently injure or
dismantle said building, and provided further that the removal of any such property
shall be effected within five (5) days after the expiration of the said term and all
damage caused to said premises by such removal shall be repaired by Lessee at its
own cost and expense.
d. Quiet Enjoyment. Lessor hereby covenants with Lessee, that upon paying the
rent and upon the performance by the Lessee of the covenants and agreements herein
set forth, that Lessee shall have the right of ingress and egress to, from, and upon
the leased Premises for all purposes necessary to the full quiet enjoyment by said
Lessee during the term of this Lease of the rights conveyed herein without any
interruption by the Lessor or by any person or persons claiming by,through or under
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it,unless such use of the Premises is required by Lessor.Lessor warrants unto Lessee
that the Lessor owns the Premises in fee simple, free and clear of any and all liens,
encumbrances,restrictive covenants, and exceptions and that it has full power,right,
and authority to lease the Premises pursuant to this Lease.
8. Disasters. Lessee shall give, in case of fire or other casualty, immediate notice in
writing to Lessor,who shall thereupon cause the damage to be repaired forthwith,provided
materials, supplies and labor are reasonably available; if any portion of the premises is
rendered unfit for occupancy, the rent shall be apportioned for the period of time required
to make the repairs, according to the part of the premises, if any, which remains usable by
Lessee. If the entire building shall be destroyed or if the premises is not accessible or is
rendered unfit for occupancy, then within 30 (thirty) days after the fire or other casualty,
either Lessor or Lessee may cancel this Lease by notice in writing to the other, effective as
of the date of mailing of the written notice, except that the rent shall be apportioned as of
the date of the fire or other casualty.
9. Condemnation. It is understood and agreed by and between Lessor and Lessee that
in the event the demised premises are condemned for public use by any governmental
agency, this lease shall cease and terminate and shall be of no further effect, and Lessee
shall have no claim or demand of any kind or character in and to any award made to Lessor
by reason of such condemnation.
10. Utilities. Lessee shall pay all charges for water and electric as the same shall become
due during the term of this lease.Each office is separately metered for water and electricity.
Each Tenant is responsible for their own usage and for payment of their utility bills.
11. Leasehold Improvements. Lessee shall not make alterations, additions, or
improvements to the demised premises or to the building thereof without the prior written
consent of Lessor; and after such consent has been given, unless otherwise agreed upon in
writing, all alterations, improvements, and additions made by Lessee upon the demised
premises shall be done by a licensed contractor at a reasonable cost and, although at
Lessee's own cost and expense, at the option of Lessor shall remain upon the premises at
the expiration of this lease and shall become the property of Lessor in fee simple, without
other action or process of law. Lessee shall have no power to do any act or to make any
contract that may create or be the foundation for any lien upon the premises, or upon any
of the buildings or improvements thereon,except as herein elsewhere specifically provided.
The interest of the Lessor shall not be subject to any liens for improvements made by the
Lessee and Lessee agrees to notify the contractor making any such improvements of this
provision.
12. Indemnification/Hold Harmless. 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
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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
omissions of the Indemnitor, its employees, agents, guests, invitees, and contractors
regardless of whether the claim is caused in part by any of the Indemnified Parties. When
any claim is caused by the joint acts or omissions of the Indemnitor and the Indemnified
Parties, the Indemnitor's duties under this paragraph shall be in proportion to the
Indemnitor's allocable share of the joint liability.
13. Non-discrimination. 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 without any further action on the part of any party, effective the date of the court
order. Lessor and Lessee agree to comply with all Federal and Florida statutes, and all
local ordinances, as applicable, relating to nondiscrimination. These include but are not
limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination in employment on the basis of race, color, religion, sex, and national origin;
2)Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1681-1683, and
1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination
on the basis of disability; 4)The Age Discrimination Act of 1975, as amended(42 USC ss.
6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office
and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time,
relating to nondiscrimination on the basis of disability; 10)Monroe County Code, Chapter
14, Article II, which prohibits discrimination on the basis of race, color, sex, religion,
disability, national origin, ancestry, sexual orientation, gender identity or expression,
familial status or age; and 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.
14. Termination. Termination of this Agreement shall occur at the natural ending date
or earlier should either party determine that there has occurred any material breach of any
covenants herein contained, or either party otherwise deems it in their best interest to
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terminate. Termination may be with or without cause, and shall require written notice to
be given to the other parry as follows:
a. In the event either party terminates for breach of contract, termination shall be
effective at such time as the terminating parry shall declare in its notice to terminate
for cause, with a minimum of fourteen(14) days'notice in writing required prior to
effective termination.
b. In the event either party terminates without cause, the termination shall not take
effect until at least sixty (60) days subsequent to written notice to the other parry,
and the effective date of termination shall be specified in said notice.
c. In the event Lessee acquires adequate space in a County-owned or State-owned
building sufficient to allow Lessee's current use of the Premises herein to be
transferred to such other County or State-owned property,then Lessee may terminate
this Lease by providing to Lessor at least six (6) months'prior written notice of the
termination.
15. Default. In the event of a default through breach of any covenant, Lessor shall give
Lessee written notice of the default, specifying those acts or things which must occur in
order to cure said default, and Lessee shall have such period of time as Lessor shall
designate, and not less than thirty (30) days, in its written notice of default, within which
to cure the default. Should the default remain, upon expiration of the time granted to cure
the same, Lessor shall provide written notice to Lessee of the termination of this Lease
Agreement and such termination shall be effective immediately.
16. Default-Waiver. It is further mutually covenanted and agreed between the parties
hereto that no waiver of a breach of any of the covenants of this Lease shall be construed
to be a waiver of any succeeding breach of the same covenant.
17. Assignment. Lessee shall not assign this Agreement, nor shall underlet the whole or any
part of the demised premises, without the consent of Lessor first obtained in writing, and
shall not occupy or permit or suffer the same to be occupied for any business or purpose
deemed extra-hazardous on account of fire.
18. Subordination. This Agreement is subordinate to the laws and regulations of the
United States, the State of Florida, and Monroe County, whether in effect on
commencement of this Lease or adopted after that date.
19. Responsibility for Property on Leasehold. All property of any kind that may be
on the Premises during the term of this Lease shall be at the sole risk of the Lessee. The
Lessor shall not be liable to the Lessee or any other person for any injury, loss, or damage
to property or person on the Premises.
20. Governing LawsNenue/Mediation. This Lease Agreement is governed by 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 Agreement, the Lessor and Lessee agree
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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 terms or a term of this Lease Agreement by or between any of them,
the issue shall be submitted to mediation prior to the institution of any other administrative
or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Lease
shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
21. Mutual Review. This Agreement has been carefully reviewed by the Lessor and
Lessee. Therefore, this Agreement is not to be construed against either parry on the basis
of authorship.
22. Notices. Any notice or correspondence required or permitted pursuant to this Lease
shall be in writing and hand delivered or sent by United States Mail, postage prepaid, to
the other parry by certified mail, return receipt requested, or by courier with proof of
delivery. Notice is deemed received by either party 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. 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
shall be sent to the following addresses:
COUNTY LESSOR
County Administrator Key Vaca Center LLC
Christine Hurley Attention: Mark A. Pollaci
1100 Simonton Street 17013 Coral Way
Suite 2-205 Sugarloaf Key, FL 33042
Key West, FL 33040
And
County Attorney
Monroe County
1111 121h Street
Suite 408
Key West, FL 33040
23. Full Understanding. This Agreement is the parties' final mutual understanding. It
replaces any earlier agreements or understandings, whether written or oral. This
Agreement cannot be modified or replaced except by another written and signed
agreement.
24. Tenant's Right to Possession. If and so long as Tenant shall pay the Rent specified
herein and observe and perform all covenants, agreements, and obligations required by it
to be observed and performed hereunder, Tenant shall have the right to hold and occupy
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the Premises for the Term free of any claim of possession by Lessor or any other person or
persons lawfully or equitably claiming by, through or under Lessor, subject, nevertheless,
to the terms and conditions of this Lease.
25. Right of Entry. At all times during the term of this lease,Lessor shall have the right,
by himself,his agents and employees,with at least 24 hours' notice to Lessee,but excepting
an emergency where notice is not practical, to enter into and upon the demised premises
during normal business hours for the purpose of examining and inspecting the same and
determining whether Lessee shall have complied with all of its obligations hereunder in
respect to the care and maintenance of the premises, the repair and rebuilding of the
improvements thereon when necessary, and all other terms and conditions hereof. It shall
be lawful for Lessor or his agents at any time within sixty (60) days before the expiration
of the term of this Lease to enter upon the demised premises and to affix upon any suitable
part thereof a notice or notices for the leasing of the same, and the Lessee agrees not to
remove any such notice or notices or to permit any of its employees,licensees or permittees
to remove the same.
26. Amendments to be in Writing. This Lease may be modified or amended only by a
writing duly authorized and executed by both Lessor and Lessee. It may not be amended
or modified by oral agreements or understandings between the parties unless the same shall
be reduced to writing, approved by the Board of County Commissioners, duly authorized
and executed by both Lessor and Lessee before it becomes effective.
27. Hold Over/Tenancy at Sufferance. It is distinctly understood and agreed by and between
the Lessor and Lessee that any holding over by Lessee of the herein demised premises after
the expiration of this lease shall operate and shall be construed only as a tenancy at
sufferance, and the tenant shall be liable for such additional rent as shall be allowed by the
laws of the State of Florida then in effect, for a period of time of the hold over after
expiration.
28. 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.
29. Force Majeure. If either parry shall be delayed, hindered or prevented from the
performance of any act required hereunder by reason of strikes, lockouts, labor trouble,
inability to procure material, failure of power, riots, insurrection, war or Acts of God
(including but not limited to flooding, tropical storms, and hurricanes) or other reasons of
like nature not the fault of the party delayed, in performing work or doing acts required
under this Lease, the period for the performance of any such act shall be extended for a
reasonable period.
30. Severability. If any term, covenant, condition, or provision of this Lease
Agreement (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
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terms, covenants, conditions, and provisions of this Lease Agreement, shall not be affected
thereby; and each remaining term, covenant, condition, and provision of this Lease
Agreement 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 Agreement would prevent the accomplishment of the original intent of this Lease
Agreement. The Lessor and Lessee agree to reform the Lease Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
31. Attorney's Fees and Costs. Each party shall be solely responsible for the costs of its own
attorney's fees incurred in connection with the preparation and review of this lease for
execution. If any action at law or in equity shall be brought under this lease, or for or on
account of any breach of, or to enforce or interpret any of the covenants, terms, or
conditions of this lease, or for the recovery of possession of the demised premises, the
prevailing party shall be entitled to recover from the other party, reasonable attorney's fees
and costs, the amount of which shall be fixed by the court and shall be made a part of any
judgment or decree rendered.
32. Binding Effect. The terms, covenants, conditions, and provisions of this Lease shall
bind and inure to the benefit of the Lessor and Lessee and their respective legal
representatives, successors, and assigns.
33. Authority. Each party represents and warrants to the other that the execution, delivery,
and performance of this Lease Agreement have been duly authorized by all necessary
County and corporate action, as required by law.
34. 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.
35. Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If the issue or issues are still not resolved
to the satisfaction of the parties, then any party shall have the right to seek such relief or
remedy as may be provided by this Lease or by Florida law.
36. Cooperation. 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.
37. Covenant of No Interest. Lessor and Lessee covenant that neither presently has any
interest, and shall not acquire any interest, which would conflict in any manner or degree
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with its performance under this Lease, and that the only interest of each is to perform and
receive benefits as recited in this Lease.
38. Code of Ethics. Lessor shall be required to list any or all potential conflicts of
interest, as defined by Florida Statues Chapter 112, Part III, and the Monroe County Ethics
Ordinance. The Lessor shall disclose to the BOCC all actual or proposed conflicts of
interest,financial or otherwise, direct or indirect,involving any client's interest,which may
constitute a conflict under said laws.
Lessor warrants that it has not employed, retained, or otherwise had act on its behalf any
former County officer or employee subject to the prohibition of Section 2 of Ordinance
No. 010-1990 or any BOCC officer or employee in violation of Section 3 of Ordinance No.
010-1990. For breach or violation of this provision, the County may, in its discretion,
terminate this Agreement 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.
39. Public Entity Crime Statement. A person or affiliate who has been placed on the
convicted vendor list following a conviction for public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public entity, may not
submit a bid, proposal, or reply on a contract with a public entity for the construction or
repair of a public building or public work, may not submit bids, proposals, or replies on
leases of real property to public entity,may not be awarded or perform work as a contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in
Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from
the date of being placed on the convicted vendor list.
40. Maintenance of Records. Lessor shall maintain all books, records, and documents
directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Records shall be retained for a period
of seven (7) years from the termination of this agreement. Each party to this Agreement or
its authorized representatives shall have reasonable and timely access to such records of
each other party to this Agreement for public records purposes during the term of the
Agreement or for seven (7) years following the termination of this Agreement.
41. Attestations. Lessor agrees to execute such documents as the Lessee may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a
Drug-Free Workplace Statement.
42. No Solicitation. The Lessor and Lessee warrant that,in respect to itself,it has neither
employed nor retained any company or person, other than a bona fide employee working
solely for it, to solicit or secure this Lease and that it has not paid or agreed to pay any
person,company, corporation,individual, or firm,other than a bona fide employee working
solely 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
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provision, the Lessor agrees that the Lessee 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.
43. Non-Waiver of Immunity. Notwithstanding the provisions of Section 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 Lessee be required to contain
any provision for waiver.
44. Public Access. The Lessor and Lessee shall allow and permit reasonable access to,
and inspection of, all documents,papers,letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or received
by the 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.
45. Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or
employees of any public agents or employees of the Lessee, when performing their
respective functions under this Lease within the territorial limits of the County shall apply
to the same degree and extent to the performance of such functions and duties of such
officers, agents, volunteers, or employees outside the territorial limits of the County.
46. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the
terms, or any of them, of this Lease to enforce or attempt to enforce any third-party claim
or entitlement to or benefit of any service or program contemplated hereunder, and the
Lessor and Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that
any particular individual or group of individuals, entity or entities, have entitlements or
benefits under this Lease separate and apart, inferior to, or superior to the community in
general or for the purposes contemplated in this Lease.
47. No Personal Liability. No covenant or agreement contained herein shall be deemed
to be a covenant or agreement of any member, officer, agent, or employee of Monroe
County in his or her individual capacity, and no member, officer, agent, or employee of
Monroe County shall be liable personally on this Lease or be subject to any personal
liability or accountability by reason of the execution of this Lease.
48. Execution in Counterparts. This Lease may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may execute this
Lease by signing any such counterpart. If any signature is delivered by email delivery of
a ".pdf' format data file, such signature will create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and
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effect as if the ".pdf' signature was an original signature. The Lessor's transmitting an
electronic signature will provide the inked original to the County, at the County's request.
49. 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.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative on the day and year first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
LESSOR
As Deputy Clerk Mayor James Scholl
Date:
WITNESSES: KEY VACA CENTER LLC
LESSEE
Signature Mark A. Pollaci, Manager
Date
Print Name Date
Signature
Print Name Date f P r
1.�o f.0
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AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name:
Vendor FEIN:
Vendor's Authorized Representative:
(Name and Title)
Address:
City: State: Zip:
Phone Number:
Email Address:
As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is
required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or
services in accordance with Section 787.06,Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining,isolating, or confining or threating to restrain,isolate, or confine any person without lawful
authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when labor or services are
pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not
applied toward the liquidation of the debt, the length and nature of the labor or service are not
respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported
passport, visa, or other immigration document, or any other actual or purported government
identification document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person
for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use
coercion for labor or services in accordance with Section 787.06.Additionally,Vendor has reviewed Section 787.06,
Florida Statutes,and agrees to abide by same.
Certified By: who is authorized to sign on
behalf of the above referenced company.
Authorized Signature:
Print Name:
Title:
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COUNTY FORMS AFFIDAVIT
I, of the city of according to law on my oath,and under penalty
of perjury,depose and say that:
I am of the firm of
("CONTRACTOR/CONSULTANT"), the firm entering into an
Agreement with the County and that I executed the said proposal with full authority to do so.
By signing this Affidavit,CONTRACTOR/CONSULTANT has sworn or affirmed to the following requirements as set forth
in the Public Entity Crime Statement, Ethics Clause, Drug-Free Workplace Statement, Vendor Certification
Regarding Scrutinized Companies List,Foreign Country of Concern,and Common Carrier as set forth below:
Public Entity Crime Statement
A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may
not submit a bid,proposal,or reply on contracts to provide any goods or services to a public entity,may not submit a bid,
proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work,may
not submit bids,proposals,or replies on leases of real property to public entity,may not be awarded or perform work as a
contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with
any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY
TWO for a period of 36 months from the date of being placed on the convicted vendor list.
The CONTRACTOR/CONSULTANT certifies and agrees that neither the firm nor any Affiliate has been placed on the
convicted vendor list within the last 36 months.
CONTRACTOR/CONSULTANT will promptly notify the COUNTY if it or any subcontractor is formally charged with an
act defined as a"public entity crime"or has been placed on the convicted vendor list.
Ethics Clause
By signing this Affidavit,CONTRACTOR/CONSULTANT warrants that he/it has not employed,retained or otherwise had
act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision
the County may,in its discretion,terminate this Agreement without liability and may also,in its discretion,deduct from the
Agreement or purchase price,or otherwise recover,the full amount of any fee,commission,percentage,gift,or consideration
paid to the former County officer or employee.
Drug-Free Workplace Statement
CONTRACTOR/CONSULTANT in accordance with Florida Statute 287.087 hereby certifies that
CONTRACTOR/CONSULTANT shall:
1. Publish a statement notifying employees that the unlawful manufacture,distribution,dispensing,possession,or use of a
controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for
violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free
workplace,any available drug counseling,rehabilitation,and employee assistance programs,and the penalties that may
be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the
statement specified in subsection(1).
4. In the statement specified in subsection(1),notify the employees that,as a condition of working on the commodities or
contractual services that are under bid,the employee will abide by the terms of the statement and will notify the employer
of any conviction of,or plea of guilty or nolo contendere to,any violation of Chapter 893 (Florida Statutes) or of any
controlled substance law of the United States or any state,for a violation occurring in the workplace no later than five
(5)days after such conviction.
5. Impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such
is available in the employee's community,or any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.
The person authorized to sign this Affidavit certifies that CONTRACTOR/CONSULTANT complies fully with the above
requirements.
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Vendor Certification Regarding Scrutinized Companies Lists
CONTRACTOR/CONSULTANT agrees and certifies compliance with the following:
Section 287.135,Florida Statutes prohibits a company from bidding on,submitting a proposal for,or entering into
or renewing a contract for goods or services of any amount if,at the time of contracting or renewal,the company
is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes,
or is engaged in a Boycott of Israel. Section 287.135,Florida Statutes,also prohibits a company from bidding on,
submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more,that
are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities
in the Iran Terrorism Sectors List which were created pursuant to s. 215.473, Florida Statutes, or is engaged in
business operations in Cuba or Syria.
As the person authorized to sign on behalf of CONTRACTOR/CONSULTANT,I hereby certify that the company
identified above as "CONTRACTOR/CONSULTANT"is not listed on the Scrutinized Companies that Boycott
Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran
Terrorism Sectors List,or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may subject
company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County
may be terminated immediately, at the option of the County, if the company is found to have submitted a false
certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of
Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Terrorism Sectors List or been engaged in business operations in Cuba or Syria.
Vendor has reviewed Section 287.135,Florida Statutes,and in accordance with such provision of Florida law,is eligible to
bid on,submit a proposal for,or enter into or renew a contract with Monroe County for goods or services.
Note: The List are available at the following Department of Management Services Site:
httlis//www.dms.myflorida.com/business jicrations/state purchasing/vendor information/convicted suspended discrimi
natoa complaints vendor lists
Foreign Countries of Concern
The Contracting with Entities of Foreign Countries of Concern Prohibited Affidavit Form("Form")is required by Section
287.138,Florida Statutes,which is deemed as being expressly incorporated into this Form.The Affidavit must be completed
by a person authorized to make this attestation on behalf of the Bidder/Proposer for the purpose of submitting a bid,proposal,
quote,or other response,or otherwise entering into a contract with the County.If being awarded the Contract,or otherwise
entering into the Contract,would grant Contractor access to an individual's personal identifying information, pursuant to
section 287.138, Florida Statutes, the undersigned, on behalf of Contractor, hereby certifies,represents, and warrants that
Contractor is not affiliated with a foreign country of concern,as such countries are identified in section 287.138(1),Florida
Statutes. The undersigned additionally certifies, represents, and warrants that: (A) Contractor is not owned by a foreign
country of concern; (B)the government of a foreign country of concern does not have a controlling interest in Contractor;
and(C)Contractor is not organized under the laws of nor has its principal place of business in a foreign country of concern.
Common Carrier
If Contractor is a common carrier,as defined by Section 908.111,Florida Statutes,then Contractor hereby certifies that it is
not willfully providing and will not willfully provide any service during the Contract term in furtherance of transporting a
person into this state knowing that the person is an Unauthorized Alien, except to facilitate the detention, removal, or
departure of the person from this state or the United States.
THE STATEMENTS CONTAINED IN THIS AFFIDAVIT ARE TRUE AND CORRECT,AND MADE WITH
FULL KNOWLEDGE THAT MONROE COUNTY RELIES UPON THE TRUTH OF THE STATEMENTS
CONTAINED IN THIS AFFIDAVIT IN AWARDING CONTRACTS FOR SAID PROJECT.
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UNDER PENALTIES OF PERJURY, I HEREBY CERTIFY AND DECLARE THAT I HAVE READ AND
UNDERSTAND THE FOREGOING AFFIDAVIT OF COMPLIANCE AND THAT THE FACTS STATED
IN IT ARE TRUE.
Signature of (Date)
(Title)
STATE OF
COUNTY OF
The foregoing instrument was sworn to(or affirmed)and subscribed before me by means of[ ]physical presence or
[ ] online notarization this day of ,2025,by
Signature of Notary Public-State of Florida
Name of Notary
My commission expires:
Personally Known OR Produced Identification
Type of Identification Produced
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