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HomeMy WebLinkAboutItem G08 G8 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 September 10, 2025 Agenda Item Number: G8 2023-4477 BULK ITEM: Yes DEPARTMENT: Land Authority Governing Board TIME APPROXIMATE: STAFF CONTACT: Cynthia Guerra N/A AGENDA ITEM WORDING: Approval of an annual Lease Agreement between the Board of County Commissioners and the Monroe County Comprehensive Plan Land Authority(MCLA) to provide 866 sq. ft. of office space for five(5)years at the Harvey Government Center. This lease provides an option to renew for two (2) additional periods of five (5)years each. The FY26 lease payment is $2,886.67 per month/ $34,640.00 annual and shall increase 3% each year. ITEM BACKGROUND: The Monroe County Comprehensive Plan Land Authority occupies 866 sq. ft. of office space in Suite 207 of the Harvey Government Center, located at 1200 Truman Avenue in Key West, Florida. The Land Authority has occupied the space without a formal lease, but has paid an annual utility share payment of approximately $8,000 per year. This lease is being requested by the County and is intended to memorialize and record a lease and provide terms to the agreement. The FY26 lease payment is $2,886.67 per month/ $34,640.00 annual and shall increase 3% each year. This lease provides an option to renew for two (2) additional periods of five(5)years each. PREVIOUS RELEVANT BOCC ACTION: None INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: Lease STAFF RECOMMENDATION: Approval 3939 DOCUMENTATION: 2025-09-10 MCLA COMMERCIAL LEASE REVJM legal apprvd.pdf FINANCIAL IMPACT: Effective Date: October 1, 2025 Expiration Date: September 30, 2030 Revenue Producing: Yes If yes, amount: FY26 - October 1, 2025 through September 30, 2026 will be $2,886.67 per month/ $34,640.00 annual FY27 - October 1, 2026 through September 30, 2027 will be $2,973.27 per month/ $35,679.20 annual FY28 - October 1, 2027 through September 30, 2028 will be $3,062.46 per month/ $36,749.58 annual FY29 - October 1, 2028 through September 30, 2029 will be $3,154.34 per month/ $38,852.07 annual FY30 - October 1, 2029 through September 30, 2030 will be $3,334.80 per month/ $40,017.63 annual 3940 COMMERCIAL LEASE THIS LEASE AGREEMENT,made this IOth day of September,2025,by and between the Board of County Commissioners of Monroe County, Florida (hereinafter referred to as "BOCC", "Lessor", or "County"), whose address is 1100 Simonton Street, Key West, Florida 33040, and Monroe County Comprehensive Plan Land Authority, (hereinafter referred to as"Lessee"), whose address is 1200 Truman Avenue, Suite 207, Key West, Florida 33040. 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 Harvey Government Center, and being more particularly described as follows: 1200 Truman Avenue, Suite 207, Key West, Florida 33040, containing approximately 866 rentable square feet. 2. Term and Effective Date The initial term of this Lease Agreement shall be for a period of five(5)years commencing October 1, 2025, and ending on September 30, 2030, 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 Land Authority / 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 two 2 additional periods of five 5 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 Monroe County Board of County Commissioners and be transmitted by check or ACH payment to Monroe County Clerk of Court at 500 Whitehead Street, Key West, Florida 33040. Lessee shall pay to Lessor the sum of the monthly rental amount including triple net amount, due on the first of each month and no later than the loth of October for each year, with the initial payment due on October 1, 2025. Each rental payment shall be payable to 1 3941 Lessor in arrears pursuant to the Florida Prompt Payment Act, Florida Statutes, Section 218.70. b. Lessee shall pay to Lessor the sum of a base rent of$35 per square foot plus $5 per square foot Triple Net for the initial period. The base rent and triple net shall be annually adjusted 3%for each subsequent year of the contract. Annual Contract Amounts shall be as follows: i. The total annual Lease payment amount including Triple Net for FY26 - October 1, 2025 through September 30, 2026 will be $2,886.67 per month / $34,640.00 annual. ii. The total annual Lease payment amount including Triple Net for FY27 - October 1, 2026 through September 30, 2027 will be $2,973.27 per month / $35,679.20 annual. iii. The total annual Lease payment amount including Triple Net for FY28 - October 1, 2027 through September 30, 2028 will be $3,062.46 per month / $36,749.58 annual. iv. The total annual Lease payment amount including Triple Net for FY29 - October 1, 2028 through September 30, 2029 will be $3,154.34 per month / $38,852.07 annual. v. The total annual Lease payment amount including Triple Net for FY30 - October 1, 2029 through September 30, 2030 will be $3,334.80 per month / $40,017.63 annual. c. The Lessee shall be obligated to pay its share of annual costs for fire, flood, and wind insurance, waste collection fees, common utilities, and annual costs to keep and maintain in good repair the building exterior, landscaping, lighting, sidewalks, and curbs designated as Triple Net costs. Lessee is responsible for Triple Net payments as outlined above in conjunction with rent payments. Triple Net is subject to an annual increase of 3%. d. Lessor is responsible for all property insurance. For which Lessee is to pay a share as incorporated in the Triple Net cost. e. If any option to renew is exercised and approved for the optional two (2) additional periods of five (5)years each, an additional rent, as agreed upon at that time will be due and payable. The County's performance and obligation under this Lease is contingent upon the approval of the Board of County Commissioners. 6. 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, keep in good repair the interior of the premises hereby leased. Lessee shall notify Lessor, as soon as reasonably possible, of any deficiencies or repairs requiring maintenance of the demised premises. Lessor shall be responsible for 2 3942 repairs and insurance as covered in Triple Net payments described in Section 5 (b) 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. Lessee agrees that they promptly will execute and will fulfill all ordinances and regulations of the state, County or other governmental agencies applicable to said demises premises, and all ordinances imposed by Monroe County Health Department and Sheriff's Department for the correction, prevention, and abatement of nuisances in or upon or connected with said demised premises during the term of this lease, at Lessee's sole expense and cost. c. Parking. There are no designated parking spaces, and the lot is first come, first serve. d. 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 its 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 his own cost and expense. e. 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 it,unless such use of the Premises is required by Lessor.Lessor warrants unto Lessee that the County 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. 7. 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 3 3943 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. 8. 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. 9. 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. 10. Liens 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. 11. Indemnification/Hold Harmless The Lessee covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, servants, and employees from any and all claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Lessee utilizing the property governed by this lease/rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 12. 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 4 3944 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. 13. 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 terminate. Termination may be with or without cause, and shall require written notice to be given to the other party as follows: a. In the event either party terminates for breach of contract, termination shall be effective at such time as the terminating party 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 thirty (30) days subsequent to written notice to the other party, and the effective date of termination shall be specified in said notice. 14. Default In the event of a default through breach of any covenant or through any use of the Premises which the BOCC finds to be a use not contemplated by the Lease,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 5 3945 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. 15. 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. 16. Assignment Lessee may not assign this Lease or assign or subcontract any of its obligations under this Lease without the prior written approval of the Monroe County BOCC. All the obligations of this Lease will extend to and bind the legal representatives, successors, and assigns of the Lessee and the Lessor. 17. 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. 18. 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. Lessor shall not be liable to Lessee or any other person for any injury, loss, or damage to property or person on the Premises. 19. Premises to be Used for Lawful Purposes It is expressly covenanted between the parties hereto that the Lessee will not use, suffer, nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in violation of the laws of the United States, or of the State of Florida, or of the City of Key West, or of the Ordinances of Monroe County, Florida. 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. Governing LawsNenue 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 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 6 3946 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. 21. Mutual Review This Agreement has been carefully reviewed by the Lessee and the County. Therefore, this Agreement is not to be construed against either party 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 party 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 LESSEE County Administrator Monroe County Comprehensive Plan 1100 Simonton Street Land Authority Key West, FL 33040 1200 Truman Ave 9207 Key West, FL 33040 And County Attorney Monroe County 1111 12th 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 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. 7 3947 25. Right of Ingress and Egress Lessee, its agent, employees, customers, suppliers, and patrons shall have the right of ingress and egress to and from the leased Premises, which shall not be unreasonably restricted by the County. 26. Right of Entry At all times during the term of this lease, Lessor shall have the right, by itself, its 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 his employees, licensees or permittees to remove the same. 27. Right of Inspection and Repairs Lessor shall have access to the Premises, and each and every part thereof, during Lessee's regular business hours for the purpose of inspecting the same, making repairs, and posting notices that Lessor may deem to be for the protection of the Lessor or the property. 28. 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 duly authorized and executed by both Lessor and Lessee. 29. 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. 30. 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. 8 3948 31. Force Majeure. If either party 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. 32. Severability If any term, covenant, condition, or provision of this Lease Agreement(or the application thereof to any circumstance or party) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining 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. 33. 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. 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. 34. 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. 35. 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. 9 3949 36. Adjudication of Disputes or Disagreements Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Lease or by Florida law. 37. 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. 38. Covenant of No interest Lessor and Lessee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Lease, and that the only interest of each is to perform and receive benefits as recited in this Lease. 39. Code of Ethics Lessee 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 Lessee 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. Lessee 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. 0 10-1990 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. 40. 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 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, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 41. Maintenance of Records. 10 3950 Lessee 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. 42. Public Records Compliance To the extent one of the parties is acting on behalf of another pursuant to Section 119.0701, Florida Statutes, as amended from time to time, that party must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, each parry agrees to: a. Keep and maintain all records that ordinarily and necessarily would be required by the public agency in order to perform the services. b. Upon request from a party's custodian of public records, provide the requesting parry with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that public records that are exempt, or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the record-possessing party does not transfer the records to the other parties. d. Upon termination of this Lease Agreement, at no cost, either transfer to the other parties all public records or keep and maintain public records required by law to carry out the purposes of this Lease Agreement. IF THE PARTIES HAVE QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, FOR COUNTY—THE CUSTODIAN PHONE NO. 305-292-3470, PUBLICRECORDS@MONROECOUNTY FL.GOV, MONROE COUNTYATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If a party does not comply with this section, the non-breaching parties will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 43. Attestations Lessee agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 11 3951 44. No Solicitation The County 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 provision, the Lessee agrees that the County 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. 45. Non-Waiver of Immunity Notwithstanding the provisions of Chapter 768.28, Florida Statutes, the participation of the Lessor and Lessee in this Lease and the acquisition of any 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 County be required to contain any provision for waiver. 46. 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 County, 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. 47. 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. 48. 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. 12 3952 49. 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 effect as if the".pdf' signature was an original signature. The Lessee transmitting an electronic signature will provide the inked original to the County, at the County's request. 50. 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. [Signatures to Follow] 13 3953 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 OF ATTEST: KEVIN MADOK, CLERK MONROE COUNTY, FLORIDA, LESSOR By By: As Deputy Clerk Mayor James K. Scholl WITNESSES MONROE COUNTY COMPREHENSIVE PLAN LAND AUTHORITY, LESSEE By: Chairman David Rice Witness Signature Printed Name Date Address Approved as to legal form & sufficiency: Witness Signature Jem-Lee MacLaughlin Monroe County Assistant County Attorney Printed Name Date Address 14 3954