HomeMy WebLinkAbout21-392 RESOLUTION NO. 21-392
A RESOLUTION AUTHORIZING TERMINATION OF THE
CURRENT INTERLOCAL AGREEMENT WITH THE CITY
OF FORT PIERCE REGARDING THE SAVANNAH
SHELTER; AUTHORIZING TERMINATION OF THE
SERVICE AGREEMENT WITH THE SUNRISE HUMANE
SOCIETY, INC. FOR SHELTER ADMINISTRATION AND
ANIMAL CARE; AUTHORIZING THE COUNTY TO
ENTER INTO A PURCHASE AND SALE AGREEMENT FOR
REAL PROPERTY WITH A LEASEBACK OF A PORTION
OF THE PROPERTY TO THE SELLER; AUTHORIZING
THE COUNTY TO ENTER INTO A LEASE AND SERVICE
AGREEMENT FOR SHELTER ADMINISTRATION AND
ANIMAL CARE; PROVIDING FOR CONFLICT,
PROVIDING FOR SEVERABILITY; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Board of County Commissioners of St. Lucie County, Florida("County
Commission"),has made the following determinations:
1. St. Lucie County ("County") through operation of its Animal Safety, Service &
Protection Division("ASSPD"), and in enforcement of state and local laws regulating animal
control and in protection of the health, safety and welfare of the animals and citizens of the
unincorporated areas of the County,takes into custody or impounds animals.
2. From 1956 to 2019, the Humane Society of St. Lucie County, Inc. ("Humane
Society of SLC") provided sheltering and animal care services to the County,the City of Fort
Pierce, and the City of Port St. Lucie (collectively referred to as the "Three Jurisdictions")
pursuant to various service agreements.
3. The City of Fort Pierce owns and maintains a facility located at 100 Savannah
Road, Fort Pierce, Florida 34982 ("Savannah Shelter") which is within the City of Fort Pierce
city limits, that was used by the Humane Society of SLC to provide services and impound
animals for the Three Jurisdictions.
4. In 2010, the City of Port St. Lucie sold land to the Humane Society of SLC for the
purpose of constructing an impoundment facility that would provide a convenient location within
the City of Port St. Lucie city limits, as well as provide considerable savings to the City of Port
St. Lucie as determined by its City Council.
5. In 2013, the Humane Society of SLC completed construction of an 11,000 square
foot facility located at 8890 Glades Cut Off Rd, Port St. Lucie, Florida 34986 which has since
been used for the impoundment and care of animals brought by the citizens and the City of Port
St. Lucie("Glades Shelter").
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6. In 2019, the governing boards of the Three Jurisdictions determined not to renew
the respective service agreements with the Humane Society of SLC which were set to expire on
September 30, 2019.
7. The Three Jurisdictions determined it was in the public's best interest to jointly
operate a temporary animal shelter at a County facility ("Temporary Shelter") while the Three
Jurisdictions went through the procurement process for sheltering and animal care services.
8. On October 1, 2019,the Three Jurisdictions entered into an Interlocal Agreement
for Operation of Temporary Animal Shelter whereby County staff would operate the Temporary
Shelter which would serve the Three Jurisdictions, and each of the Cities would contribute funds
through March 31, 2020 ("Temporary Shelter Interlocal Agreement").
9. In or around October 2019, the Three Jurisdictions also worked together to
prepare Request for Proposal 2020-004 which was eventually issued by the City of Fort Pierce to
solicit proposals for the lease and operation of the Savannah Shelter("RFP 2020-004").
10. After the decision to terminate the relationship with the Humane Society of SLC,
all board members of the Humane Society of SLC resigned,and five new board members were
elected.
11. Thereafter, on November 18, 2019,the City of Port St. Lucie determined it was in
the best interest of the City to enter into a"Fresh Start Agreement"with the Humane Society of
SLC because the Humane Society of SLC owned Glades Shelter which the City of Port St. Lucie
City Council determined was convenient for the residents of the City.
12. On January 21, 2020, the City of Port St. Lucie City Council voted to enter into
the Fresh Start Agreement, Shelter Services Agreement, Secured Loan Agreement, Purchase
Option, and Grant Agreement to provide funding to the Humane Society of SLC for the public
purpose of assisting the Humane Society of SLC in reforming its governance and operations over
a three-year turnaround period so that the Humane Society of SLC would be able to provide
animal sheltering and care services to the City of Port St. Lucie and its citizens.
13. After the City of Port St. Lucie Council voted to focus its effort on assisting in the
reformation of the Humane Society of SLC and to operate solely out of the Glades Cut Off
location as of March 30, 2020,the date the Temporary Shelter Interlocal Agreement expired, the
County and the City of Fort Pierce entered into an extension of the Temporary Shelter Interlocal
Agreement, agreeing that the two jurisdictions would jointly operate out of the Temporary
Shelter until July 1, 2020.
14. On April 7, 2020, the County and the City of Fort Pierce entered into a separate
Interlocal Agreement for renovation of the Savannah Shelter, whereby the Savannah Shelter
would serve as the County and City of Fort Pierce's animal shelter, and both jurisdictions would
each contribute up to $250,000 toward renovation of the Savannah Shelter("Savannah Shelter
Interlocal Agreement").
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15. The Savannah Shelter Interlocal Agreement also provided that the City of Fort
Pierce would issue a second Request for Qualifications and Proposal for management and
operation of the Savannah Shelter for which the County would participate in the evaluation and
selection process as the first RFP 2020-004 received one bid that was deemed nonresponsive.
16. In July 2020, the City of Fort Pierce issued the second Request for Proposal 2020-
039 for the operation of the animal shelter which received no bids.
17. Also in July 2020,the Temporary Shelter operated by the County was relocated to
the Savannah Shelter. During the County's operation of the Temporary Shelter, the County
partnered with local rescue organizations to move animals out of the shelter for adoption.
18. At the end of 2020,the City of Fort Pierce received an unsolicited proposal from
Operation SOS to create a nonprofit organization named Sunrise Humane Society, Inc. ("SHS")
and to lease and manage the animal shelter. The City of Fort Pierce City Council voted to
approve the unsolicited proposal on January 4, 2021.
19. On February 17, 2021, the County entered into a temporary contract for
professional services with SHS which allowed SHS to temporarily provide shelter administration
and animal care services for the County at the Savannah Shelter pending completion of the
negotiations for a longer term agreement with the County.
20. On March 23, 2021, the County Commission voted to approve a service
agreement with the SHS to provide shelter administration and animal care at the Savannah
Shelter("SHS Service Agreement"), and to enter into a new Interlocal Agreement with the City
of Fort Pierce. The new Interlocal Agreement superseded the Savannah Shelter Interlocal
Agreement and provided that the Savannah Shelter would shelter animals seized or otherwise
taken into custody by the County and the City of Fort Pierce, and that each jurisdiction would
enter into separate services agreements with the SHS ("Current Interlocal Agreement").
21. From March 2021 until present, the SHS has provided shelter administration and
animal care services to the County and the City of Fort Pierce pursuant to separate service
agreements with each jurisdiction. During this time, the animal intake numbers of the City of
Fort Pierce and the County were approximately equal.
22. On August 5, 2021, SHS had a meeting with the County and the City of Fort
Pierce during which SHS requested a new optimum budget of$800,000 to be sustainable, of
which the County and the City of Fort Pierce were to split$650,000, and SHS would fund the
rest from outside sources.
23. Over the course of negotiations,the County and the City of Fort Pierce were
unable to reach consensus as to the amount of funding.
24. The challenges faced since 2019 have highlighted the importance of the County
securing its own facility for the residents of the unincorporated area of the County.
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25. To that end, the County Commission has determined that it is in the best interest
of the public health, safety and welfare for the County to purchase a property in the
unincorporated area of the County and contract with a service provider using a hybrid approach
to shelter administration and animal care whereby the County will provide staff to operate the
front end intake and adoption services and will lease the shelter to a service provider for the
provision of kennel management and animal care.
26. The County Commission has further determined that the purchase of its own
property to provide animal shelter for the unincorporated areas of the County and the Town of
St. Lucie Village pursuant to an Interlocal Agreement effective April 16, 2020, will provide
stability and reduced costs over the long run.
NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of
St. Lucie County, Florida:
1. Ratification of the Recitals. The foregoing recitals are hereby ratified and confirmed
as true and correct and are hereby made a part of this Resolution.
2. Termination of Interlocal. The County Commission hereby authorizes termination
without cause of the April 5, 2021, Current Interlocal Agreement with the City of Fort
Pierce.
3. Termination of SHS Service Agreement. The County Commission hereby
authorizes termination without cause of the April 20, 2021, Service Agreement for
Shelter Administration and Animal Care with the Sunrise Humane Society, Inc.
4. Purchase and Sale Agreement. The County Commission hereby authorizes the
County to enter into a purchase and sale agreement with Midway Veterinary Hospital,
P.A., for the purchase of real property located at 3404 W. Midway Road, Fort Pierce,
Florida 34981 ("Midway Shelter"), as drafted in Exhibit 1, and subject to final review
and approval by the County Attorney.
5. Lease Agreement with Midway Veterinary Hospital,P.A. The County
Commission recognizes that the sale of the Midway Shelter is contingent upon the
County leasing a portion of the property back to the Midway Veterinary Hospital,
P.A. The County Commission hereby authorizes the County to enter into a Lease
Agreement with Midway Veterinary Hospital, P.A. as drafted in Exhibit G attached to
Exhibit 1 - Purchase and Sale Agreement, and subject to final review and approval by
the County Attorney.
6. Lease and Service Agreement with Nonprofit. Pursuant to Section 125.38, Florida '..
Statutes, the County Commission hereby authorizes the County to enter into a Lease
and Service Agreement for Shelter Administration and Animal Care with a nonprofit
to be established by Dr. Brett J. Adams, DVM, as drafted in Exhibit 2, and subject to
final review and approval by the County Attorney, for a nominal amount of one dollar
($1.00) per year. The initial term of the lease shall be from the effective date of the
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Lease and Service Agreement until September 30, 2022. Upon the expiration of the
initial term, the Lease and Service Agreement shall automatically extend for two (2)
additional terms of one(1)year each, Thereafter, the Lease and Service Agreement
may be extended by mutual written consent. The County Commission further finds
that the procurement of the shelter administration and animal care services directly
from a nonprofit agency is exempt from the competitive bid process pursuant to
Section 5.2(k) of the County Purchasing Policy Procedures Manual.
7. Conflict. If any resolutions, or parts of resolutions, are in conflict herewith, this
Resolution shall control to the extent of the conflicting provisions.
S. Severability. The provisions of this Resolution are intended to be severable. If any
part of this Resolution is determined to be void or is declared illegal, invalid,
unconstitutional by a Court of competent jurisdiction, the remainder of this
Resolution shall remain in full force and effect.
9. Effective Date. This resolution shall take effect on October 19, 2021.
After motion and second,the vote on this resolution was as follows:
Commissioner Chris Dzadovsky, Chair AYE
Commissioner Sean Mitchell, Vice Chair AYE
Commissioner Linda Bartz AYE
Commissioner Frannie Hutchinson ABSENT
Commissioner Cathy Townsend AYE
PASSED AND DULY ADOPTED this 19th day of October 2021.
ATTEST: BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY,FLORIDA
BY: gearecoli
DEPUTY CLERK at
CHAIR
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Exhibit 1
PARCEL ID-3403-502-0156-600-1
CONTRACT FOR PURCHASE AND SALE
OF REAL PROPERTY
THIS AGREEMENT made this day of , 2021 ("Effective
Date"),between MIDWAY VETERINARY HOSPITAL, P.A. whose address is 3404 W.Midway
Road, Fort Pierce, Florida 34981, hereinafter referred to as SELLER and, ST. LUCIE COUNTY
BOARD OF COUNTY COMMISSIONERS, 2300 Virginia Avenue, Fort Pierce, Florida 34982,
hereinafter referred to as PURCHASER, upon the terms and conditions set forth herein, Seller
agrees to sell and Purchaser agrees to purchase a certain parcel or parcels of real property located
in the County of St. Lucie,Florida, being more fully described as:
SEE ATTACHED EXHIBIT "A"
together with all improvements and personal property located thereon as may hereinafter be
specifically described.
1. PURCHASE PRICE AND METHOD OF PAYMENT.
The full purchase price is Seven Hundred Thousand and 00/100,($700,000.00),determined
to be the total of the following:
Real Property $700,000.00
Improvements Other than Buildings(described in Exhibit "B", if any) $.00
Personal Property (Described in Exhibit "A", if any) $.00
Other(describe) $.00
payable in Cash or Cashier's check at the time of closing; plus or minus credits, adjustments and
prorations as of the date of closing.
2. EXPENSES.
Purchaser shall pay for documentary stamps and recording fee on the Deed conveying the
subject real property to Purchaser. Processing fees, if any, for obtaining a release,partial release
or subordination agreement upon any existing mortgage shall be borne by Purchaser.
3. TITLE.
Purchaser shall obtain, at the Purchaser's expense,a commitment for title insurance from a
title company of Purchaser's choice, certified to a date not earlier than the date hereof, showing
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good and marketable title thereto to be vested in the Seller, free and clear of all liens and
encumbrances except those herein expressly set forth and those which shall be discharged by Seller
at or before closing. Should Purchaser find on examination of said title commitment that Seller's
title is not good and marketable, Purchaser shall notify Seller or his attorney in writing specifying
the defects and Seller agrees to use reasonable diligence to make same good and marketable and
shall have a reasonable time therefor, but not to exceed 45 days from the date of said notification.
If title shall not be made good and marketable within said time, all monies paid hereunder shall
forthwith be repaid to Purchaser and thereupon this contract shall become null and void and the
parties hereto released and relieved of all further rights, duties or obligations hereunder; or, at
Purchaser's option and Purchaser's request, Seller shall deliver the title in its existing condition
upon compliance by Purchaser with the terms of the contract, and in such event Seller shall be
released and relieved from any duty and obligations to make such title good and marketable.
4. CONVEYANCE.
Seller agrees to convey title to Purchaser by a good and sufficient statutory Warranty Deed,
and if personal property is included,same shall be conveyed by proper Assignment or Bill of Sale,
all real and personal property to be free and clear of all liens,judgments,and encumbrances except,
taxes for the current year,and zoning ordinances.
5. LIENS.
All certified liens or assessments and any pending liens for which work has been completed
prior to the date of this contract,shall be paid by Seller. Seller shall make and deliver to Purchaser
a Mechanic's No-Lien Affidavit as to realty and an Affidavit as to no liens or encumbrances of any
personal property.
6. PRORATIONS.
Taxes,rents, interest and other expenses or revenue of said property shall be prorated from
the cash to close as of the date of closing. Credits and charges for the day of closing shall belong
to and be borne by the Seller.
7. RISK OF LOSS.
Seller assumes risk of any and all loss or damage prior to closing and the property shall be
conveyed in the same condition as on the date of this contract, ordinary wear and tear excepted.
8. POSSESSION.
Seller shall deliver possession to Purchaser at the closing.
9. CLOSING.
The closing shall be on or before DECEMBER 31,2021, at which time all monies due to
be paid hereunder and all instruments due to be made, executed, and delivered by the respective
parties, each to the other, as herein provided, shall be paid and delivered, and the abstract shall
become the property of the Purchaser, subject to possessory rights and mortgagees of record.
10. PLACE OF CLOSING.
Closing shall be held at the offices of a place chosen by Purchaser and Purchaser shall
notify Seller in writing of same at least seven(7)days prior to closing.
11. ATTORNEY'S FEES.
Either party failing to comply with the terms hereof will pay all expenses, including a
reasonable attomey's fee, incurred by the other party because of that failure.
12. MISCELLANEOUS.
Written provisions shall control all printed provisions in conflict therewith. This contract
embodies the entire agreement of the parties and may not be altered or modified except by an
instrument in writing signed by the party against whom the enforcement of any alterations or
modifications is sought.
13. DEFAULT.
If Seller fails to perform hereunder without fault of the Purchaser, all monies paid
hereunder shall be returned to the Purchaser upon demand,but Purchaser shall not thereby waive
any right or remedy he may have because of such default of Seller. If Purchaser fails to perform
hereunder without fault of Seller,all monies paid hereunder may be retained by Seller as liquidated
damages which shall be in lieu of ail other remedies allowed by law and this contract shall there
upon terminate.
14. DEED RESTRICTIONS.
Seller warrants that there are no deed restrictions which are coupled with a reverter or re-
entry clause and that title is not based upon a tax deed, or if based upon a tax deed, that the title
has been duly quieted by suit.
15. ASSIGNMENT.
This contract is freely assignable by the Purchaser,but no such assignment is binding upon
Seller until an executed copy thereof is delivered to the Seller. Upon such delivery, the assignor
shall be relieved of all liabilities under this contract.
16. DISBURSEMENT OF PROCEEDS.
The Purchaser has elected to have the closing processed through the office of the Title
Company issuing Title Insurance. The Title Company or Agent will accomplish disbursement so
as to bring the transaction under Section 627.7841, Florida Statutes, to assure coverage of the
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period from the commitment to deed recording, provided delivery of the deed and payment of the
purchase price occur in the same day at the same time.
17. RECISION.
Purchaser may rescind this contract if at the time of closing the Seller is the subject of any
insolvency,receivership or bankruptcy proceedings,or is deceased.
18. EXISTING MORTGAGES.
Seller hereby warrants that existing mortgages are in good standing and Seller further
agrees to keep them in good standing and to make all payments due thereunder; he shall either
satisfy the mortgage or obtain a release of the subject property from the mortgage at or before
closing.
19. OFFER TO SELL.
Seller and Purchaser recognize and agree that by signing this agreement first, the Seller is
offering to sell the property described in Exhibit"A"to the Purchaser in accordance with the terms
and conditions of this agreement. If Purchaser shall fail to approve this agreement within sixty
(60)days after Seller signs this agreement,this offer shall be null and void.
20. SELLER'S REPRESENTATIONS.
(a) Annexed hereto and made a part hereof as Exhibit "C" is a list of all leases,
tenancies,and occupancies affecting the rent,expirations,and security deposit if any,with respect
to each such tenancy or occupancy, which Seller warrants and represents is true and correct.
There are no other leases, occupancies,or tenancies except as reflected in said Schedule,and none
will be agreed to prior to closing without Purchaser's consent. True and correct copies of all said
leases, if any, have been delivered to Purchaser, and Seller warrants there are no modifications
thereof. Unless otherwise reflected on said Exhibit "C",alterations, installations, and other work
required to be performed by the Seller under the provisions of any such lease, tenancy or
occupancy have been or will, by the date of closing, be completed and fully paid for. No
brokerage commission is now due and unpaid in connection with any lease,tenancy,or occupancy
or any renewal thereof, nor with any other matter pertaining to the subject property and upon the
closing date no such commission shall be due and unpaid.
(b) Neither Seller nor the respective tenants nor parties to any of the agreements listed
in Exhibits "C" or "D" attached hereto are in default under the terms of said Agreement of
instrument.
(c) Seller has not entered into any contracts, subcontracts, licenses, concessions,
easements, or other agreements, service arrangements, either recorded or unrecorded, written or
oral, affecting the property other than those set forth in Exhibit "D" attached hereto made a part
thereof. Each and every such contract or other instrument listed in Exhibit "D" is a valid, bona
fide, and binding agreement entered into by the parties hereof, effected in good faith in an arms-
length transaction. True and correct copies of said instruments have been delivered to the
Purchaser, and the Seller represents that there are not now and will not be at the date of closing,
amendments or modifications or any waiver by any party of any of the provisions thereof.
(d) None of the tenants on the premises have been given any concession or
consideration for the rental of any space applying to any period after the closing; and no tenants
are entitled to any concessions, rebates, allowances or free rent for any period after the closing
hereunder.
(e) Seller warrants and represents that no other agreements concerning employees
engaged in the operation and maintenance of the subject property or employment contracts exist,
except as set forth in Exhibit"E"attached hereto,copies of which agreements have been delivered
to the Purchaser.
(I) Annexed hereto and made a part hereof as Exhibit "F" is a list of all policies of
insurance now in full force and effect with respect to the property giving the company, amount
and type of insurance,policy expiration date,premium and other relevant information delivered to
Purchaser true and accurate copies of all said policies and the premium shall be prorated as of the
date of closing.
(g) Seller agrees with Purchaser that from and after the date hereof and prior to closing,
Seller will not enter into any lease or agreement or any modification of any existing lease of
agreement pertaining to the subject property without the written consent of Purchaser.
(h) All of Seller's representations and warranties set forth in this Contract shall be true
as of and surviving the closing, and all obligations of Seller involving action or performance by
Seller prior to closing shall have been fully complied with. In the event that a lien,claim or cause
of action should arise, resulting from the activities upon the property prior to closing or from any
misrepresentations concerning the property contained herein, Seller shall at its sole cost and
expense defend against such claim or cause of action, and hold Purchaser harmless therefrom,
which shall include, but not be limited to, Seller's retaining such attorneys or other persons as may
be required to fulfill this indemnification.
(i) Neither the whole nor any part of the subject property is now, and at the closing
will be, in violation of any code,ordinance, statute,or regulation pertaining thereto and Seller has
received no notice of any such violation. Seller shall deliver to Purchaser any such notice received
prior to or after closing.
If any of the representations of Seller contained in this paragraph are inaccurate at the
present time or as of the date of closing, Purchaser may elect not to close this transaction in which
event all parties shall be relieved from all obligations and liabilities hereunder; provided however,
that nothing contained herein shall preclude Purchaser from seeking specific performance of
Seller's obligations hereunder so as to rectify any misrepresentation made by Seller herein.
21. COMPLIANCE WITH ENVIRONMENTAL LAWS.
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In the event that, between the effective date of this Contract and the closing of the
transaction contemplated herein, environmental contamination of the Property has resulted or is
discovered, the Purchaser, at its sole option, may elect to terminate this Contract without further
liability. Should the Purchaser elect not to terminate this Contract, Purchaser shall be entitled to
an appropriate adjustment in the purchase price based upon the estimated cost of clean-up of the
environmental contamination. In the event that environmental contamination is discovered after
closing, Seller shall remain obligated, with such obligation to survive delivery of the deed and
possession, to diligently pursue and accomplish the clean-up of any environmental contamination
where the event(s)alleged to have caused the contamination occurred prior to closing in a manner
consistent with all applicable laws, rules, regulations and ordinances and at Seller's sole cost and
expense. In addition, Seller represents that the ground water in Sellers's cone of influence is not
contaminated.
Seller shall indemnify and save harmless and defend Purchaser, its officers, servants,
agents and employees from and against any and all claims, suits, actions, damages, liabilities,
expenditures or causes of action of whatsoever kind arising from the environmental contamination.
Seller shall defend, at its sole cost and expense, any legal action,claim or proceeding instituted by
any person against the Purchaser as a result of any claim, suit, or cause of action for injuries to
body, life, limb or property for which the environmental contamination is alleged to be a
contributing legal cause. Seller shall save the Purchaser harmless from and against all judgments,
orders, decrees, attorney fees, costs, expenses and liabilities in and about any such claim, suit,
investigation or defense thereof, which may be entered, incurred or assessed as a result of the
foregoing.
22. LEASEBACK.
This Agreement is contingent upon Purchaser leasing a portion of the subject property to
Seller after the closing date pursuant to a lease for a portion of the subject property in substantially
the same form as Exhibit"G"which will be executed by the parties at the closing.
23. CONFLICT OF LAWS.
The parties hereto hereby agree that all legal rights, duties, obligations and defenses shall
be determined pursuant to the Laws of the State of Florida.
The covenants herein shall bind, and the benefits and advantages shall inure to the
respective heirs, executors, administrators and successors or the parties hereto. Whenever used,
the singular shall include the plural, and the plural the singular and the use of any gender shall
include all genders.
REMAINDER OF THE PAGE LEFT BLANK]
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IN WITNESS WHEREOF,the parties have hereunto affixed their hands and seals.
EXECUTED by SELLER this day of , 202E
MIDWAY VETERINARY HOSPITAL,
P.A.
By:
Witness
Print Name: Its:
Witness
Print Name: [ CORPORATE SEAL)
STATE OF FLORIDA
COUNTY OF ST. LUCIE
The foregoing instrument was acknowledged before me by means of physical
presence or online notarization this day of , 2021, by
of MIDWAY VETERINARY
HOSPITAL, P.A., on behalf of the corporation. He/she is personally known to me or who has
produced as identification.
(NOTARY PUBLIC)
SEAL Notary Public
EXECUTED by PURCHASER this day of ,2021.
ATTEST: BOARD OF COUNTY
COMMISSIONERS OF ST. LUCIE
COUNTY,FLORIDA
By:
DEPUTY CLERK CHAIR
APPROVED AS TO FORM AND
CORRECTNESS
COUNTY ATTORNEY
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EXHIBIT "A"
LEGAL DESCRIPTION
WHITE CITY S/D SECTION 5, TOWNSHIP 36 SOUTH, RANGE 40 EAST FROM NE
COR OF LOT 93 RUN W 241.68 FT TO POB, TH CONT W 210 FT, TH S // WITH W
LI LOT 92 627.66 FT M/L TO N R/W MIDWAY RD, THE ALG R/W 210 FT, TH N//
WITH W LI LOT 92 629.98 FT M/L TO POB - LESS RD R/W(2.96 AC)(MAP 34/05N)
(OR 1049-1264)
Parcel ID 3403-502-0156-600-1
e
EXHIBIT "B"
IMPROVEMENTS OTHER THAN BUILDINGS
Built-In Kennels/Runs
12 Rolling Cages
24 Built in Cages
X-Ray Machine
Cabinets
2 Surgical Tables
Exam Tables
Digital Scale
3 Small Scales
Lock Boxes
Washer and Dryer
Hurricane Shutters
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EXHIBIT "C"
SCHEDULE OF LEASES,TENANCIES AND OCCUPANCIES
N/A
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EXHIBIT "D"
CONTRACTS,LICENSES AND AGREEMENTS
N/A
v
EXHIBIT "E"
OPERATION,MAINTENANCE AND EMPLOYMENT AGREEMENTS
N/A
12
EXHIBIT "F"
POLICIES OF INSURANCE
S.\ACQ\WPJoAnn\3404 W.Midway Road\Contact for Sale and Purchase docx
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EXHIBIT"G"
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Agreement") is made and entered into this
day of ,2021 ("Effective Date")by and between ST. LUCIE COUNTY,
a political subdivision of the State of Florida( "County"), and Midway Veterinary Hospital, P.A.
a Florida profit corporation ("Lessee").
WHEREAS,the County,through operation of the St. Lucie County Animal Safety,
Service and Protection Division, and in enforcement of state and local laws regulating animal
control and in protection of the health, safety and welfare of the citizens of the County,takes into
custody or impounds animals;
WHEREAS,the County entered into a Contract for Purchase and Sale ("PSA")on
, 2021 whereby County agreed to purchase certain real property located
at 3404 West Midway Road, Fort Pierce, Florida("Property") for the purpose of acquiring a
County facility for the sheltering and impoundment of animals, which transaction closed on
WHEREAS,the Director of Lessee established the , a nonprofit
corporation that leases the Midway Shelter and provides certain shelter administration and
animal care services to the County pursuant to a Lease and Service Agreement; and
WHEREAS, pursuant to paragraph 22 of the PSA, the sale of the Property was
contingent upon the County also leasing a portion of the Property to the Lessee after the closing
date for the purpose of continuing its operation as a veterinary hospital at the Property.
NOW THEREFORE, in consideration of the mutual benefits received by each party,the
County and Lessee agree as follows:
1. RECITALS. The foregoing recitals are hereby incorporated as forming the intent and
purpose of this Agreement.
2. PREMISES. Subject to the terms and conditions of this Agreement, the County hereby
leases to Lessee, and Lessee hereby agrees to lease from the County a portion of the Property,as
depicted in Exhibit"A"("Leased Premises").
3. TERM.
a. This Agreement shall be effective as of the Effective Date and shall remain in effect until
September 30, 2022 ("Initial Term"), unless otherwise extended or terminated as set forth herein.
b. Upon the expiration of the initial term,this Agreement shall automatically extend for two
(2) additional terms of one (I)year each, unless otherwise terminated as set forth below.
c. Upon expiration of the two (2) additional terms of one(I)year each,the parties may
extend the agreement by mutual written consent.
4. AGREEMENT MANAGER. The Agreement Manager for the County is Maria
Valencia at valenciamastlucieco.ore; (772)462-8102. The Agreement Manager for the Lessee
is Dr. Brett Adams, DMV at biavet@midwavvet.net; (772) 370-1971.
5. RENTAL AMOUNT.
a. Lessee shall pay to County the amount of two thousand five hundred and twenty dollars
($2,520.00) per month ("Monthly Rent").
b. The Monthly Rent shall be due on the first day of every month.
c. In the event the date Lessee first occupies the premises ("Occupancy Date") is not the
first day of the calendar month, the Monthly Rent shall be remitted on the Occupancy Date and
compensation shall be pro-rated based on a 30-day period.
6. USE OF PROPERTY.
a. The Property is publicly owned property and leased to a nonprofit for the public purpose
of providing shelter administration and animal care services to the County pursuant to a Lease
and Service Agreement for Shelter Administration and Animal Care ("Nonprofit Lease and
Service Agreement").
b. Lessee is hereby granted a nonexclusive right to occupy and utilize the Leased Premises
for the sole purpose of operating a veterinary hospital.
c. Lessee agrees to keep the Property in a clean and sanitary condition; to comply with all
laws, ordinances, rules, regulations, environmental permits, and all other obligations imposed by
applicable provisions of building, housing, health and environmental codes of any local, state,or
federal law, regulation, or agency;to commit no waste of the Property; to remove all garbage and
other debris which results from Lessee's operations and use of the premises; to keep all
plumbing fixtures used by Lessee clean and sanitary; to use and operate in a reasonable manner
all electrical, plumbing, heating, ventilating, air conditioning and other facilities and appliances;
not to destroy, deface,damage, impair or remove any part of the Property, or property therein
belonging to County;to direct persons on the premises with Lessee's consent to conduct
themselves in a manner that does not constitute a breach of the peace; and to surrender the
Property at the termination of this Agreement in as good state and condition as reasonable use
and wear will have permitted.
7. CONDITION OF PROPERTY. Lessee stipulates, represents and warrants that Lessee
has examined the Property, and that at the time of execution of this Agreement it is in good
order, repair, and in a safe,clean and habitable condition.
2
8. MAINTENANCE AND REPAIR.
a. Lessee shall keep and maintain in good order and condition (except for ordinary wear and
tear): interior walls, ceilings, interior portions of all doors, windows, glass, floors, dog kennels
(including reasonable repairs of the chain link), and all other parts of the Property not
enumerated in subsection 8(d)below.
b. Lessee shall be responsible for janitorial services, preventive maintenance(interior and
exterior), general landscaping, grass mowing, pest control, securing all accessory structures,and
securing the exterior of the facility.
c. Lessee shall repair any damage caused by its negligence.
d. County shall be responsible for the maintenance, in accordance with all state and local
codes,of parking lots, roofs, building foundations, exterior walls, exterior fences, plumbing and
sewage, heating and air conditioning systems,and electrical systems.
e. If hurricane conditions are forecast to occur, County shall be responsible for boarding the
doors and windows and for taking any other necessary protective measures to secure the primary
structure and County shall be responsible for securing the accessory structures and grounds.
9. ALTERATIONS.
a. Lessee shall not make any alterations, additions, or improvements to the Property without
the prior written consent of County,which consent shall not be unreasonably withheld. If
County elects to withhold consent, it shall provide written notice of same, together with the
grounds for the denial. If County grants consent to make the requested
alteration/addition/improvement, Lessee shall be responsible for paying all costs associated with
the work,and for ensuring compliance with state and local regulations and permitting
requirements.
b. All alterations, additions, improvements and fixtures (other than movable trade fixtures)
which may be made or installed upon the Property shall become the property of County upon
installation and shall remain upon and be surrendered with the Property at the termination of the
Agreement unless County requests their removal, in which event Lessee shall remove the same
and restore the Property to the original condition at Lessee's expense. Any linoleum, carpeting,
or other floor covering which may be cemented or otherwise affixed to the floor of the Property
shall be a permanent fixture and shall become the property of County without credit or
compensation to Lessee.
10. TITLE TO IMPROVEMENTS. Title to any building, structure, or other improvements
(other than movable trade fixtures)that shall be constructed, installed, or placed upon the
Property shall vest in County upon the termination of this Agreement or any renewal or
extension hereof, and Lessee acknowledges that it shall have no right to remove such fixed and
permanent improvements and any fixed appliances,apparatus, or equipment related to the
3
improvements, including all replacements, accessories and modifications thereof from the
Property.
11. UTILITIES. Lessee shall contract in its own name and shall pay the charge before
delinquency, for all utility services rendered or furnished to the Property, including but not
limited to electricity,water,gas, sewage, garbage pick-up,telephone, and Internet,together with
all taxes or other charges levied on such utilities.
12. NO LIENS CREATED. Lessee covenants and agrees that it has no power to incur any
indebtedness giving a right to a lien of any kind or character upon the right, title and interest of
County in and to the real property covered by this Agreement, save and except for the leasehold
estate, subject to County's prior written consent, and that no third person shall ever be entitled to
any lien, directly or indirectly derived through or under the other party, or its agents or servants,
or on account of any act or omission of any other party, except as allowed in this section and
detailed below. All persons contracting with Lessee,or furnishing materials or labor to Lessee,
or to its agents or servants,as well as all persons whomsoever, shall be bound by this provision
of this Agreement.
13. TAXES. If ad valorem taxes are applicable, Lessee agrees to pay its proportionate share
as are billed and determined by County or the taxing authority. Lessee further agrees that should
any of its use of the property be subject to sales, use,excise, or rental taxes levied by any taxing
authority, Lessee similarly agrees to pay such taxes and hold County harmless from the same.
14. DAMAGE AND OBLIGATION TO RESTORE.
a. Lessee shall give immediate written notice to County of any damage caused to the
Property by fire or other casualty. If the Property should be: (I) damaged by any uninsured
casualty; or(2)be damaged to an extent in excess of fifty percent(50%) of the cost of
replacement thereof, County may elect to terminate the Agreement. Should County elect to
terminate the Agreement pursuant to this Paragraph 15, it shall give written notice of such
election to Lessee within sixty (60)days after the occurrence of such casualty.
b. Except as otherwise provided herein, in the event the Property should be damaged by fire
or other casualty insurable under standard fire and extended insurance coverage, County shall
proceed with reasonable diligence to rebuild and repair the Property. County's obligation to
rebuild and repair shall be limited to restoring the Property to substantially the condition in
which same existed prior to the casualty, shall be limited to the extent of the insurance proceeds
available to County for such restoration and, further, shall exclude any obligation to the personal
property and trade fixtures of Lessee.
c. In the event any portion of the Property should be damaged to such an extent that County,
in its sole discretion, should elect to discontinue operation of an animal shelter on the premises,
County may cancel this Agreement by giving sixty (60) days written notice.
4
15. INSURANCE. Lessee shall, at its own expense, procure and maintain throughout the
term of this Agreement,with insurers acceptable to the County,the types and amounts of
insurance as set forth in Exhibit B.
16. INDEMNIFICATION. LESSEE HEREBY AGREES TO INDEMNIFY AND HOLD
HARMLESS THE COUNTY, ITS OFFICERS, OFFICIALS, AGENTS,AND EMPLOYEES
(COLLECTIVELY REFERRED TO AS "INDEMNIFIED PARTIES") FROM AND AGAINST
ANY AND ALL LIABILITIES, DAMAGES, LOSSES AND COSTS, INCLUDING, BUT NOT
LIMITED TO, REASONABLE ATTORNEY'S FEES AND COSTS, BY REASON OF
DAMAGE TO PERSONS OR PROPERTY CAUSED BY THE NEGLIGENCE,
RECKLESSNESS, OR INTENTIONAL MISCONDUCT OF LESSEE, ITS AGENTS, ITS
OFFICERS, ITS EMPLOYEES, ITS CUSTOMERS, ITS PATRONS, OR ITS INVITEES
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LEASED
PREMISES OR PROPERTY AND/OR THE OPERATION OR CONDUCT OF ANY
BUSINESS AT THE LEASED PREMISES OR PROPERTY.
17. INSPECTION.
a. Lessee shall permit the County to inspect the Leased Premises twice per calendar year
(approximately every six(6)months and on the dates of the County's choosing). The County
shall provide Lessee at least twenty-four(24)hours' notice of an intended inspection.
b. In addition, the County shall have the right to inspect the Leased Premises upon receipt of
any complaint regarding the Leased Premises or use of the Leased Premises. The County shall
provide Lessee at least twenty-four(24) hours' notice of an intended inspection.
c. After each inspection, the County shall identify any deficiencies in Lessee's use and/or
maintenance of the Leased Premises and deliver written notice of same to Lessee.
d. If an identified deficiency poses an immediate risk to animal welfare, Contractor shall
take immediate action to abate the danger and to correct the cause of the deficiency. The County
shall retain the right to take any corrective action necessary to ensure animal welfare.
e. If an identified deficiency poses no immediate risk to animal welfare, the County shall
specify the time within which the deficiency must be corrected. The specified time shall be no
fewer than forty-eight(48)hours and no more than thirty(30)days after delivery of the notice of
deficiency.
f. The County may, in its sole discretion,agree to extend the time to correct identified
deficiencies.
g. The refusal or failure of Lessee to correct any identified deficiency shall constitute cause
for termination of this Agreement.
5
18. TERMINATION.
a. Agreement Contingent on Nonprofit Lease and Service Aereement. Lessee
acknowledges and agrees that this Agreement is contingent upon the existence of the Nonprofit
Lease and Services Agreement. Termination of the Nonprofit Lease and Service Agreement shall
constitute cause for the termination of this Agreement.
b. For Cause. Either party may terminate this Agreement for cause by giving written notice
of any default and by allowing the defaulting party thirty (30) days to correct the deficiency,
unless the default is an emergency as determined by the County's Agreement Manager in which
case the Lessee shall immediately take all reasonable and necessary steps to eliminate or mitigate
the emergency. If the defaulting party fails to correct the deficiency within the thirty (30) day
period, or sooner in the event of an emergency,this Agreement shall terminate at the expiration
of that time period. The following items shall be considered a default under this Agreement:
i. If the Lessee should be adjudged bankrupt, or if the Lessee should make a general
assignment for the benefit of Lessee's creditors, or if a receiver should be appointed
on account of Creditor's insolvency.
ii. If either party disregards laws,ordinances, or regulations or is otherwise guilty of a
violation of the provisions of the Agreement.
iii. If Lessee fails to conform to the requirements of this Agreement.
c. For Convenience. Either party may terminate this Agreement without cause upon
providing a minimum of one hundred and twenty (120)days prior written notice delivered to the
other party.
19. NOTICE. All notices or other communications hereunder shall be in writing and shall
be deemed duly given if delivered in person or sent by certified mail return receipt requested and
addressed as follows:
If to Lessee:
Midway Veterinary Hospital, Inc., PA.
Attn: Dr. Brett I. Adams, DVM
14162 Orange Avenue
Fort Pierce, Florida 34945
If to the County: With a Copy to:
County Administrator County Attorney
St. Lucie County St. Lucie County
2300 Virginia Avenue 2300 Virginia Avenue
Fort Pierce, FL 34982 Fort Pierce, FL 34982
or to such other address as any party may designate by notice complying with the terms of this
Section. Each such notice shall be deemed delivered (a)on the date delivered if by personal
6
delivery, (b)on the date upon which the return receipt is signed or delivery is refused or the
notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.
20. AMENDMENT. No amendment, modification,or waiver of this Agreement or any part
hereof, shall be valid or effective unless in writing and signed by all parties, and no waiver of
any breach or condition of this Agreement shall be deemed to be a waiver of any other
conditions or subsequent breach whether of like or different nature.
21. GOVERNING LAW AND VENUE. This Agreement and the rights of the parties shall
be governed by and construed or enforced in accordance with the laws of the State of Florida.
Venue for any action arising out of this Agreement is in the courts of St. Lucie County, Florida.
Any action shall be tried as a non-jury case.
22. CAPTIONS. Articles and other captions contained in this Agreement are for reference
purposes only and are in no way intended to describe, interpret, define, or limit the scope,extent,
or intent of this Agreement or any provision hereof.
23. ASSIGNMENT AND SUBLETTING. Lessee shall not voluntarily, involuntarily, or by
operation of law assign, sell,mortgage, pledge,or in any manner transfer the Agreement or any
estate or interest therein or sublet the Leased Premises or any part thereof, or grant any license,
concession, or other right to occupy any portion of the Leased Premises without the prior written
consent of County.
24. NO THIRD-PARTY BENEFICIARIES. This Agreement does not create any third-
party beneficiaries. This Agreement confers no rights whatsoever upon any Person other than
County and Lessee. This Agreement does not create and shall not be interpreted as creating any
standard of care, duty, or liability to any Person not a Party hereto, except Lessee's Indemnified
Parties.
25. NO PARTNERSHIP CREATED. Nothing herein contained shall be deemed or
construed by the parties hereto, nor by any third party,as creating a relationship of principal and
agent or of partnership or of joint venture between the parties hereof. Neither this Agreement,
nor any of the terms and provisions contained herein,nor any acts of the parties hereto, shall be
deemed to create any relationship between the parties hereto other than the relationship of Lessor
and Lessee.
26. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from the St. Lucie County Public Health Unit.
7
27. ACCEPTANCE.
a. The rights of the parties under this Agreement shall be cumulative and the failure of
either party to exercise properly any rights given hereunder shall not operate to forfeit any of the
said rights.
b. Except as otherwise provided,this Agreement shall be binding upon and shall inure to the
benefit of the parties.
c. Acceptance of this Agreement shall be indicated by the signature of the duly authorized
representative of the parties in the space provided.
28. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior verbal or written
agreement between the parties with respect hereto. This Agreement shall be interpreted as a
whole unit.
29. NO CONSTRUCTION OF AGREEMENT AGAINST THE DRAFTER. The Parties
acknowledge that they are represented by legal counsel and they have had meaningful input into
the terms and conditions contained in this Agreement. Therefore, any doubtful or ambiguous
provisions contained herein shall not be construed against the Party that physically prepared this
Agreement. The rule sometimes referred to as "Fortius Contra Proferentum" shall not be applied
to the interpretation of this Agreement.
30. SOVEREIGN IMMUNITY. No provision of this Agreement shall be construed to
create a partnership or joint venture of any type between Lessee and the County, or in any way
make the County responsible for any liabilities of Lessee,without limitation. Furthermore,
nothing contained in this Agreement shall be deemed or otherwise interpreted as waiving the
County's sovereign immunity protections existing under the laws of the State of Florida, or as
increasing the limits of liability as set forth in Section 768.28, Florida Statutes. Any provision to
the contrary shall be considered void and unenforceable.
31. SEVERABILITY. The provisions of this Agreement are intended to be severable. If
any provision of this Agreement is determined to be void or is declared illegal, invalid, or
unconstitutional by a Court of competent jurisdiction, the remainder of this Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF,the parties have caused the execution by their duly
authorized officers effective as of the date set forth above.
[remainder of page intentionally left blank; signature page to follow]
8
ATTEST: ST. LUCIE COUNTY,a political subdivision
of the State of Florida
By: By:
Deputy Clerk Chair
Date:
APPROVED AS TO FORM
AND CORRECTNESS:
By:
County Attorney
ATTEST: MIDWAY VETERINARY
HOSPITAL,P.A.
BY: BY:
Dr. Brett J. Adams,DVM
Date:
(Seal)
9
EXHIBIT A
LEASED PREMISES
WHITE CITY STD SECTION 5, TOWNSHIP 36 SOUTH, RANGE 40 EAST FROM NE COR
OF LOT 93 RUN W 241.68 FT TO POB, TH CONT W 210 FT, TH S//WITH W LI LOT 92
627.66 FT M/L TO N R/W MIDWAY RD, THE ALG R/W 210 FT, TH N // WITH W LI LOT
92 629.98 FT M/L TO POB -LESS RD R/W (2.96 AC) (MAP 34/05N) (OR 1049-1264)
Parcel ID 3403-502-0156-600-1
10
EXHIBIT B
INSURANCE REQUIREMENTS
1. Lessee shall,on a primary basis and at its sole expense, maintain in full force and
effect at all times during the life of this Agreement, insurance coverage, limits, including
endorsements, as described herein. The requirements contained herein, as well as the County's
review or acceptance of insurance maintained by Lessee are not intended to and shall not in any
manner limit or qualify the liabilities and obligations assumed by Lessee under this Agreement.
2. The parties agree and recognize that it is not the intent of the County that any
insurance policy/coverage that it may obtain pursuant to any provision of this Agreement, will
provide insurance coverage to any entity,corporation, business, person, or organization, other
than the County, and the County shall not be obligated to provide any insurance coverage other
than for the County or extend its sovereign immunity pursuant to Section 768.28, Florida
Statutes, under its self-insured program. Any provision contained herein to the contrary shall be
considered void and unenforceable by any party. This provision does not apply to any obligation
imposed on any other party to obtain insurance coverage for this Agreement, any obligation to
name the County as an additional insured under any other insurance policy,or otherwise protect
the interests of the County as specified in this Agreement.
3. Property Insurance. Lessee shall procure and agree to maintain Commercial
Property Insurance covering the building including Building Ordinance& Law coverage,
fixtures, equipment, improvements,and betterments. Lessee is responsible for insuring its own
personal property. Perils insured should be equivalent to ISO special causes of loss form and the
valuation of covered property should be replacement cost. Coverage is to be written in an amount
of not less than the full replacement cost without deduction for depreciation, special form
including perils of fire, windstorm/hail,earth movement,theft, vandalism, and malicious
mischief.All forms of Business Income to be included. Legal Liability Coverage Form and
Leasehold Interest Coverage Form are to be included. Equipment Breakdown/Boiler&
Machinery is to be included. A waiver of subrogation shall be provided in favor of the County.
Coverage shall apply as primary. St. Lucie County shall be listed as Loss Payee.
4. Workers' Compensation Insurance& Employer's Liability. Lessee shall maintain
Workers' Compensation Insurance and Employer's Liability in accordance with Section 440,
Florida Statutes. Employer's Liability must include limits of at least $100,000 each accident,
$100,000.00 each disease/employee/volunteer, $500,000.00 each disease/maximum. A Waiver of
Subrogation endorsement shall be provided. Coverage shall apply on a primary basis.
5. Commercial General Liability Insurance. Lessee shall agree to maintain
Commercial General Liability Insurance issued under an Occurrence form basis, including
Contractual Liability, to cover the hold harmless agreement set forth herein, with limits of not
less than:
Each Occurrence $1,000,000
Person/Advertising injury $1,000,000
Products/completed operations aggregate $2,000,000
General Aggregate $2,000,000
Fire Damage $100,000 any 1 fire
Medical Expense $10,000 any 1 person
6. Additional Insured. An Additional Insured endorsement must be attached to the
certificate of insurance(should be CG2026) under the General Liability policy. Coverage is to be
written on an occurrence form basis and shall apply as primary. Defense costs are to be in
addition to the limit of liability. A waiver of subrogation shall be provided in favor of the
County. Coverage shall extend to independent contractors, fellow employees, and volunteers.
Contractual Liability is to be included. Coverage is to include a cross liability or severability of
interests provision as provided under the standard ISO form separation of insurers clause.
7. Automobile Liability Insurance. Lessee shall agree to maintain Business
Automobile Liability at a limit of liability not less than $1,000,000.00 each accident covering
any auto, owned, non-owned and hired automobiles. In the event, Lessee does not own any
automobiles; the Business Auto Liability requirement shall be amended allowing Lessee to agree
to maintain only Hired&Non-Owned Auto Liability.This amended requirement may be
satisfied by way of endorsement to the Commercial General Liability,or separate Business Auto
Coverage form. Certificate holder must be listed as additional insured. A waiver of subrogation
shall be provided. Coverage shall apply on a primary basis.
8. Professional Liability Insurance. Lessee shall agree to maintain Professional
Liability or equivalent Errors & Omissions Liability at a limit of liability of not less than
$1,000,000 Per Occurrence. When a self-insured retention(SIR)or deductible exceeds $10,000,
County reserves the right, but not the obligation,to review and request a copy of Lessee' most
recent annual report or audited financial statement. For policies written on a"Claims-Made"
basis, Lessee warrants the retroactive date equals or precedes the effective date of this
Agreement. In the event the policy is canceled, non-renewed, switched to an Occurrence Form,
retroactive date advanced; or any other event triggering the right to purchase a Supplemental
Extended Reporting Period (SERP)during the life of this Agreement, Lessee shall agree to
purchase a SERP with a minimum reporting period not less than four(4) years. This policy must
include coverage for discrimination.
9. Pollution Liability Insurance. Lessee shall procure and agrees to maintain in full
force during the term of this Agreement, Pollution Liability Insurance in limits not less than
$1,000,000 per occurrence, $2,000,000 aggregate for any operations relating to the handling,
storage,and transportation of hazardous materials and/or waste. The County must be listed as an
additional insured. A waiver of subrogation shall be provided in favor of the County, Coverage
shall apply on a primary basis.
10. Endorsement. Except as to Workers' Compensation and Employers' Liability, and
Professional Liability, said Certificate(s) and policies shall clearly state that coverage required by
the Agreement have been endorsed to include the St. Lucie County, its officers, agents and
employees as Additional Insured added to its Commercial General Liability,and Auto Liability
Policies. The name for the Additional Insured endorsement issued by the insurer shall read "St.
Lucie County, its officers, employees and agents." The Policies shall be specifically endorsed to
12
provide thirty(30)days written notice to the County prior to any adverse changes,cancellation,
or non-renewal of coverage thereunder. Copies of the Additional Insured endorsements shall be
attached to the Certificate of Insurance.
11. Waiver of Subrogation. Lessee shall agree by entering into this Agreement to a
Waiver of Subrogation for each required policy. When required by the insurer or should a policy
condition not permit an Insured to enter into a pre-loss Agreement to waive subrogation without
an endorsement then Lessee shall agree to notify the insurer and request the policy be endorsed
with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver
of Subrogation requirement shall not apply to any policy where a condition to the policy
specifically prohibits such an endorsement, or voids coverage should Lessee enter into such an
Agreement on a pre-loss basis.
12. Deductibles. All deductible amounts shall be paid for and be the responsibility of
Lessee for any and all claims under this Agreement.
13. It shall be the responsibility of Lessee to ensure that all vendors, independent
contractors, and/or subcontractors utilized by Lessee to perform or provide services on the
County's premises shall comply with the same insurance requirements referenced above,with
the exclusion of when required by written contract. The County, by and through its Risk
Management Department, reserves the right, but not obligation,to review, modify, reject, or
accept any required policies of insurance including limits,coverages or endorsements, herein.
All insurance carriers must have an AM Best rating of at least A: VII or better. A failure on the
part of Lessee to execute the Agreement and/or punctually deliver the required insurance within
14 days of the event, may be cause for annulment of this Agreement.
13
Exhibit 2
LEASE AND SERVICES AGREEMENT
FOR SHELTER ADMINISTRATION AND ANIMAL CARE
THIS LEASE AND SERVICES AGREEMENT is made and entered into this
day of , 2021 ("Effective Date")by and between ST. LUCIE COUNTY,
a political subdivision of the State of Florida("County"),and
, a Florida not for profit corporation ("Contractor").
WHEREAS,the County, through operation of the St. Lucie County Animal Safety,
Service and Protection Division and in enforcement of state and local laws regulating animal
control and in protection of the health, safety and welfare of the citizens of the County, takes into
custody or impounds animals;
WHEREAS, the County has entered into a Contract for Purchase and Sale ("PSA") on
, 2021 whereby County agreed to purchase certain real property located
at 3404 West Midway Road, Fort Pierce, Florida("Property"), which transaction is scheduled to
close on December 31,2021;
WHEREAS,the parties desire that the County, upon acquiring the Property, shall lease
the Property to Contractor for the purpose of Contractor providing certain shelter administration
and animal care services; and
WHEREAS, Contractor represents that it can provide said shelter administration and
animal care services subject to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual benefits received by each party,the
County and Contractor agree as follows:
1. RECITALS. The foregoing recitals are hereby incorporated as forming the intent and
purpose of this Agreement.
2. PREMISES. Subject to the terms and conditions of this Agreement,the County hereby
leases to Contractor, and Contractor hereby agrees to lease from the County the Property, a legal
description of which is attached hereto as Exhibit "A".
3. TERM.
a. This Agreement shall be effective as of the Effective Date and shall remain in effect until
September 30, 2022 ("Initial Term"), unless otherwise extended or terminated as set forth herein.
b. Upon the expiration of the initial term,this Agreement shall automatically extend for two
(2)additional terms of one(1) year each, unless otherwise terminated as set forth below.
c. Upon expiration of the two (2) additional terms of one(I)year each, the parties may
extend the agreement by mutual written consent.
4. PROJECT MANAGER. The Project Manager for the County is Maria Valencia at
(772)462-8102. The Project Manager for the Contractor is Dr. Brett 1 Adams, DVM at
bjavet@midwayvet.net;; (772) 370-1971.
5. RENTAL AMOUNT.
a. Contractor shall pay to County the amount of one dollar($1)per year("Rent"). .
b. The Rent shall be due on the Effective Date of the Agreement,and thereafter,on October
I of each year.
6. USE OF PROPERTY.
a. The Property is publicly owned property and leased to Contractor for the public purpose
of providing shelter administration and animal care services to the County as described herein
and in the attached Exhibit B ("Services").
b. Contractor agrees to keep the Property in a clean and sanitary condition;to comply with
all laws, ordinances,rules, regulations, environmental permits, and all other obligations imposed
by applicable provisions of building, housing, health and environmental codes of any local,state,
or federal law, regulation, or agency;to commit no waste of the Property; to remove all garbage
and other debris which results from Contractor's operations and use of the premises;to keep all
plumbing fixtures used by Contractor clean and sanitary;to use and operate in a reasonable
manner all electrical, plumbing, heating, ventilating, air conditioning and other facilities and
appliances; not to destroy, deface, damage, impair or remove any part of the Property,or
property therein belonging to County;to direct persons on the premises with Contractor's
consent to conduct themselves in a manner that does not constitute a breach of the peace;and to
surrender the Property at the termination of this Agreement in as good state and condition as
reasonable use and wear will have permitted.
7. CONDITION OF PROPERTY. Contractor stipulates, represents and warrants that
Contractor has examined the Property, and that at the time of execution of this Agreement it is in
good order, repair, and in a safe, clean and habitable condition.
8. MAINTENANCE AND REPAIR.
a. Contractor shall keep and maintain in good order and condition (except for ordinary wear
and tear): interior walls, ceilings, interior portions of all doors, windows, glass,floors,dog
kennels(including reasonable repairs of the chain link),and all other parts of the Property not
enumerated in subsection 8(c) below.
b. Contractor shall be responsible for janitorial services, preventive maintenance (interior
and exterior), securing all accessory structures, and securing the exterior of the facility.
2
c. Contractor shall repair any damage caused by its negligence.
d. County shall be responsible for the maintenance, in accordance with all state and local
codes, of parking lots, roofs, building foundations, exterior walls, exterior fences, plumbing and
sewage, heating and air conditioning systems, and electrical systems.
e. If hurricane conditions are forecast to occur, County shall be responsible for boarding the
doors and windows and for taking any other necessary protective measures to secure the primary
structure and County shall be responsible for securing the accessory structures and grounds.
9. FURNISHINGS.
a. County shall provide the following furnishings, which Contractor shall maintain in good
order and condition, except for ordinary wear and tear: built-in kennels/runs, 12 rolling cages,24
built-in cages, x-ray machine, 2 surgical tables, exam tables,digital scale, 3 small scales, lock
boxes, washer and dryer. If any of said furnishings becomes damaged or unusable, Contractor
shall inform County of the same. Said furnishings shall be returned to County upon the
termination of this Agreement or any renewal or extension term thereof.
10. ALTERATIONS.
a. Contractor shall not make any alterations, additions,or improvements to the Property
without the prior written consent of County, which consent shall not be unreasonably withheld.
If County elects to withhold consent, it shall provide written notice of same,together with the
grounds for the denial. If County grants consent to make the requested
alteration/addition/improvement, Contractor shall be responsible for paying all costs associated
with the work,and for ensuring compliance with state and local regulations and permitting
requirements.
b. All alterations, additions, improvements and fixtures (other than movable trade fixtures)
which may be made or installed upon the Property shall become the property of County upon
installation and shall remain upon and be surrendered with the Property at the termination of the
Agreement unless County requests their removal, in which event Contractor shall remove the
same and restore the Property to the original condition at Contractor's expense. Any linoleum,
carpeting, or other floor covering which may be cemented or otherwise affixed to the floor of the
Property shall be a permanent fixture and shall become the property of County without credit or
compensation to Contractor.
11. TITLE TO IMPROVEMENTS. Title to any building, structure,or other improvements
(other than movable trade fixtures)that shall be constructed, installed, or placed upon the
Property shall vest in County upon the termination of this Agreement or any renewal or
extension hereof, and Contractor acknowledges that it shall have no right to remove such fixed
and permanent improvements and any fixed appliances, apparatus, or equipment related to the
improvements, including all replacements, accessories and modifications thereof from the
Property.
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12. UTILITIES. Contractor shall contract in its own name and shall pay the charge before
delinquency, for all utility services rendered or furnished to the Property, including but not
limited to electricity, water, gas, sewage, garbage pick-up, and intemet, together with all taxes or
other charges levied on such utilities.
13. NO LIENS CREATED. Contractor covenants and agrees that it has no power to incur
any indebtedness giving a right to a lien of any kind or character upon the right, title and interest
of County in and to the real property covered by this Agreement, save and except for the
leasehold estate, subject to County's prior written consent, and that no third person shall ever be
entitled to any lien, directly or indirectly derived through or under the other party, or its agents or
servants, or on account of any act or omission of any other party, except as allowed in this
section and detailed below. All persons contracting with Contractor, or furnishing materials or
labor to Contractor, or to its agents or servants, as well as all persons whomsoever, shall be
bound by this provision of this Agreement.
14. TAXES. If ad valorem taxes are applicable, Contractor agrees to pay its proportionate
share as are billed and determined by County or the taxing authority. Contractor further agrees
that should any of its use of the property be subject to sales,use, excise,or rental taxes levied by
any taxing authority, Contractor similarly agrees to pay such taxes and hold County harmless
from the same.
15. DAMAGE AND OBLIGATION TO RESTORE.
a. Contractor shall give immediate written notice to County of any damage caused to the
Property by fire or other casualty. If the Property should be: (1)damaged by any uninsured
casualty; or(2)be damaged to an extent in excess of fifty percent(50%) of the cost of
replacement thereof, County may elect to terminate the Agreement. Should County elect to
terminate the Agreement pursuant to this Paragraph 15, it shall give written notice of such
election to Contractor within sixty (60) days after the occurrence of such casualty.
b. Except as otherwise provided herein, in the event the Property should be damaged by fire
or other casualty insurable under standard fire and extended insurance coverage, County shall
proceed with reasonable diligence to rebuild and repair the Property. County's obligation to
rebuild and repair shall be limited to restoring the Property to substantially the condition in
which same existed prior to the casualty, shall be limited to the extent of the insurance proceeds
available to County for such restoration and, further, shall exclude any obligation to the personal
property and trade fixtures of Contractor.
c. In the event any portion of the Property should be damaged to such an extent that County,
in its sole discretion, should elect to discontinue operation of an animal shelter on the premises,
County may cancel this Agreement by giving sixty(60)days written notice.
16. SCOPE OF SERVICES. The County's lease of the Property to Contractor is contingent
upon the Contractor providing the Services set forth in the Scope of Services attached hereto and
incorporated herein as Exhibit B.
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17. OBLIGATIONS OF CONTRACTOR. The obligations of Contractor with respect to all
the Services authorized pursuant to this Agreement shall consist of the following:
a. Compliance with applicable law. Contractor shall provide and perform all Services
pursuant to this Agreement in accordance with the laws, statutes,ordinances, codes, rules,
regulations, and requirements of governmental agencies which regulate or have jurisdiction over
the services to be provided or performed (hereinafter referred to collectively as"applicable law")
by Contractor.
b. Compliance with standards of care. Contractor shall comply with the applicable
standards of care,treatment, and transportation of impounded animals as set forth in Exhibit B.
c. Licenses. Contractor shall obtain and maintain throughout the terms of this Agreement
all such licenses as are required to do business in the State of Florida, in St. Lucie County,
including but not limited to, licenses required by the State of Florida to perform the Services
covered by this Agreement.
d. Oualified personnel. Contractor shall employ and/or retain only qualified personnel to
oversee all Services to be provided pursuant to this Agreement. When the Services to be
provided or performed require a State of Florida license, such personnel shall hold and maintain
the statutorily required license. In carrying out the provisions of this Agreement, all Contractor
employees will be responsible only to management at Contractor. Likewise, all Animal Safety
Officers employed by the County will be responsible to and supervised only by the County.
18. COMPENSATION. The County shall compensate Contractor for its Services at the rate
of$17,600 per month plus any additional costs for Special Handling as set forth in Exhibit"A".
The first payment shall be due following receipt of an invoice from Contractor after the first
month that Contractor provides Services under this Agreement. Contractor shall invoice the
County for the prior month. Payment shall be due within thirty (30) days of the County's receipt
of the invoice. Any modification to the rate of compensation shall be done only by written
agreement of the parties. Any modification to the rate of compensation shall only apply
prospectively and shall be agreed upon in writing prior to September I of each year.
19. INDEPENDENT CONTRACTOR. Contractor shall perform the Services and
conditions of this Agreement on an independent contractor basis, and nothing contained herein
shall be construed to be inconsistent with this relationship or status. Contractor and its employees
are not employees of the County and are not entitled to the benefits provided by the County to its
own employees. Contractor, as a private employer, and its employees, are not governed or
bound by collective bargaining agreements,employment policies,grievance procedures, or
regulations, laws,or ordinances,which may control the relationship between the County, a
public employer, and its employees. Contractor shall not be considered a public agency and shall
not be governed by open meetings or other requirements of Chapter 286, Florida Statutes.
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20. INSURANCE.Contractor shall, at its own expense, procure and maintain throughout the
term of this Agreement, with insurers acceptable to the County,the types and amounts of
insurance as set forth in Exhibit C.
21. INDEMNIFICATION. CONTRACTOR HEREBY AGREES TO INDEMNIFY AND
HOLD HARMLESS THE COUNTY, ITS OFFICERS, OFFICIALS, AGENTS,AND
EMPLOYEES (COLLECTIVELY REFERRED TO AS "INDEMNIFIED PARTIES") FROM
AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES AND COSTS,
INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND COSTS,
BY REASON OF DAMAGE TO PERSONS OR PROPERTY CAUSED BY THE
NEGLIGENCE, RECKLESSNESS,OR INTENTIONAL MISCONDUCT OF CONTRACTOR,
ITS AGENTS, ITS SUBLESSEES, ITS OFFICERS, ITS EMPLOYEES, ITS CUSTOMERS,
ITS PATRONS,OR ITS INVITEES ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE USE OF THE PROPERTY,THE OPERATION OR CONDUCT OF ANY
BUSINESS AT THE PROPERTY,OR WHILE CONTRACTOR PROVIDES OR PERFORMS
THE SERVICES COVERED BY THIS AGREEMENT.
22. INSPECTION.
a. Contractor shall allow unannounced inspections of the Property facility by the County
Administrator or designee,the County's Animal Safety staff, and/or Animal Shelter Standards
Committee to inspect the Property and to assess shelter operations to ensure that all animals at
the facility are being treated humanely and cared for in accordance with this Agreement and
applicable law.
b. After each inspection, County shall identify any deficiencies in Contractor's Services, use
and/or maintenance of the Property and deliver written notice of same to Contractor.
c. If an identified deficiency poses an immediate risk to animal welfare, Contractor shall
take immediate action to abate the danger and to correct the cause of the deficiency. The County
shall retain the right to take any corrective action necessary to ensure animal welfare.
d. If an identified deficiency poses no immediate risk to animal welfare, the County shall
specify the time within which the deficiency must be corrected. The specified time shall be no
fewer than forty-eight(48) hours and no more than thirty (30) days after delivery of the notice of
deficiency.
e. The County may, in its sole discretion, agree to extend the time to correct identified
deficiencies.
f.. The refusal or failure of Contractor to correct any identified deficiency shall constitute
cause for termination of this Agreement.
23. REPORTS. The County shall prepare a monthly report of all animals delivered to the
Property. The report for each month shall contain: the address which each animal was received;
basic information about the animals, including species, sex, and age; the name and address of
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any person who brought an animal to the shelter; the name and address of any owner to whom an
animal was returned; intake and outcome data; and the number of registrations issued. The
reports shall be prepared on or before the fifth day of the month following the month for which
the report is prepared.
24. AUDIT. Contractor gives the County Administrator or designee the right, until the
expiration of three(3) years after expenditure of funds under this Agreement,to audit the use of
the monies paid hereunder. Upon ten (10)days written notice, the County shall have access to
and the right to examine relevant books,documents, papers, and records of Contractor involving
transactions related to the monies paid hereunder. All required records shall be maintained until
an audit is completed and all questions arising therefrom are resolved, or until the expiration of
three(3)years after the expenditure of the funds.
25. TERMINATION.
a. Agreement Contingent on Purchase of Property. This Agreement is contingent upon the
County's purchase of the Property. In the event the closing does not occur, and the PSA is
terminated, this Agreement shall automatically terminate effective on the date of the PSA
termination.
b. For Cause. Either party may terminate this Agreement for cause by giving written notice
of any default and by allowing the defaulting party thirty (30)days to correct the deficiency,
unless the default is an emergency as determined by the County's Project Manager in which case
the Contractor shall immediately take all reasonable and necessary steps to eliminate or mitigate
the emergency. If the defaulting party fails to correct the deficiency within the thirty (30)day
period, or sooner in the event of an emergency,this Agreement shall terminate at the expiration
of that time period. The following items shall be considered a default under this Agreement:
i. If the Contractor should be adjudged bankrupt, or if the Contractor should make a
general assignment for the benefit of Contractor's creditors, or if a receiver should be
appointed on account of Creditor's insolvency.
ii. If the Contractor should refuse or fail to supply enough properly skilled personnel or
proper material to perform the Services or if the Contractor should fail to make
prompt payment for materials, or labor or other services while performing the
Services.
iii. If either party disregards laws, ordinances, or regulations or is otherwise guilty of a
substantial violation of the provisions of the Agreement.
iv. If Contractor fails to conform to the requirements of this Agreement, including but
not limited to failing to comply with the requirement set out in the Performance
Standards set out in Exhibit B.
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c. For Convenience. Either party may terminate this Agreement without cause upon
providing a minimum of one hundred and twenty (120)days prior written notice delivered to the
other party.
d. Scrutinized Companies Termination. The County may immediately terminate the
Agreement without cause at any time upon ascertaining that pursuant to § 287.135, Florida
Statutes,a company is ineligible to, and may not, bid on, submit a proposal for,or enter into or
renew a contract with an agency or local government entity for goods or services if at the time of
bidding or submitting a proposal for a new contract or renewal of an existing contract, or at any
time thereafter,the company: (I) is on the Scrutinized Companies that Boycott Israel List,
created pursuant to § 215.4725, Florida Statutes,or is engaged in a boycott of Israel;(2) is on the
Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List,created pursuant to § 215.473, Florida
Statutes; or(3) is engaged in business operations in Cuba or Syria. Furthermore,the County may
immediately terminate the Contract if it is determined that the company submitted a false
certification stating that it was not(I)on the Scrutinized Companies that Boycott Israel List or
engaged in a boycott of Israel; (2)was not on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List; (3) or was not engaged in business operations in Cuba or Syria when in fact the company
was engaged in such activities at the time of the bid or proposal,or at the time of entering into or
renewing the Agreement.
e. Appropriation Approval. Contractor acknowledges that the County's performance and
obligation to pay under this Agreement is contingent upon an annual appropriation by the Board
of County Commissioners. Contractor agrees,that in the event such appropriation is not
forthcoming,this Agreement may be terminated by the County and that no charges,penalties or
other costs shall be assessed.
26. NOTICE. All notices or other communications hereunder shall be in writing and shall
be deemed duly given if delivered in person or sent by certified mail return receipt requested and
addressed as follows:
If to Contractor:
Midway Veterinary Hospital, Inc., PA.
Attn: Dr. Brett J. Adams, DVM
3404 West Midway Road
Fort Pierce, Florida 34981
If to the County: With a Copy to:
County Administrator County Attorney
St. Lucie County St.Lucie County
2300 Virginia Avenue 2300 Virginia Avenue
Fort Pierce, FL 34982 Fort Pierce, FL 34982
or to such other address as any party may designate by notice complying with the terms of this
Section. Each such notice shall be deemed delivered (a)on the date delivered if by personal
8
delivery, (b)on the date upon which the return receipt is signed or delivery is refused or the
notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.
27. AMENDMENT. No amendment, modification, or waiver of this Agreement or any part
hereof, shall be valid or effective unless in writing and signed by all parties, and no waiver of
any breach or condition of this Agreement shall be deemed to be a waiver of any other
conditions or subsequent breach whether of like or different nature.
28. GOVERNING LAW AND VENUE. This Agreement and the rights of the parties shall
be governed by and construed or enforced in accordance with the laws of the State of Florida.
Venue for any action arising out of this Agreement is in the courts of St. Lucie County, Florida.
Any action shall be tried as a non-jury case.
29. CAPTIONS. Articles and other captions contained in this Agreement are for reference
purposes only and are in no way intended to describe, interpret, define,or limit the scope, extent,
or intent of this Agreement or any provision hereof.
30. PUBLIC RECORDS. Contractor shall allow public access to all documents, papers,
letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or
received by it in conjunction with this Agreement. Contractor shall comply with Florida's Public
Records Law. Specifically, Contractor shall:
a. Keep and maintain public records that ordinarily and necessarily would be required by
the County to perform the service.
b. Upon request, provide the public with access to public records on the same terms and
conditions that the County would provide the records and at a cost that does not exceed the cost
provided in state law or otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the Agreement term and following termination of the Agreement if Contractor does not transfer
the records to the County.
d. Meet all requirements for retaining public records and transfer,at no cost, to the County
all public records in possession of Contractor upon termination of this Agreement and destroy
any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. All records stored electronically must be provided to the County in a
format that is compatible with the information technology system of the County.
IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT;
CONTRACTOR SHOULD CONTACT THE COUNTY'S CUSTODIAN OF
RECORDS AS FOLLOWS:
9
COUNTY ATTORNEY'S OFFICE
2300 VIRGINIA AVENUE
FORT PIERCE, FL 34982
772-462-1441
Bellamys@stlucieco.org
Failure of Contractor to comply with these requirements shall constitute a material breach of this
Agreement.
31. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect,which would conflict in any manner with the
performance of services required hereunder, as provided for in Section 112.311, Florida Statutes.
Contractor further represents that no person having any interest shall be employed for said
performance.
32. ASSIGNMENT. Contractor shall not delegate, sublet, or subcontract any part of the
work under this Agreement without the prior written consent of the County.
33. NO THIRD-PARTY BENEFICIARIES. This Agreement does not create any third-
party beneficiaries. This Agreement confers no rights whatsoever upon any Person other than
County and Contractor. This Agreement does not create and shall not be interpreted as creating
any standard of care,duty, or liability to any Person not a Party hereto, except Contractor's
Indemnified Parties.
34. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities,may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from the St. Lucie County Public Health Unit.
35. ACCEPTANCE.
a. The rights of the parties under this Agreement shall be cumulative and the failure of
either party to exercise properly any rights given hereunder shall not operate to forfeit any of the
said rights.
b. Except as otherwise provided, this Agreement shall be binding upon and shall inure to the
benefit of the parties.
c. Acceptance of this Agreement shall be indicated by the signature of the duly authorized
representative of the parties in the space provided.
36. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior verbal or written
10
agreement between the parties with respect hereto. This Agreement shall be interpreted as a
whole unit.
37. NO CONSTRUCTION OF AGREEMENT AGAINST THE DRAFTER. The Parties
acknowledge that they are represented by legal counsel and they have had meaningful input into
the terms and conditions contained in this Agreement. Therefore, any doubtful or ambiguous
provisions contained herein shall not be construed against the Party that physically prepared this
Agreement. The rule sometimes referred to as"Fortius Contra Proferentum" shall not be applied
to the interpretation of this Agreement.
38. E-VERIFY.
a. Effective January 1, 2021, as required by Section 448.095(2)(a),Florida Statutes,
Contractor and any subcontractors shall register with and use the E-Verify System to verify the
work authorization status of all newly hired employees. The County, Contractor, and any
subcontractors may not enter into a contract unless each party uses the E-Verify System.
Contractor shall provide documentation of its compliance with this requirement upon request by
the County.
b. If Contractor enters into a contract with a subcontractor,the subcontractor must provide
Contractor with an affidavit stating the subcontractor does not employ,contract with or
subcontract with an unauthorized alien. Contractor shall maintain a copy of the affidavit during
the terms of this Agreement.
c. The County will not intentionally award contracts to any contractor who knowingly
employs unauthorized alien workers,constituting a violation of the employment provisions of
the Immigration and Nationality Act("INA"). The County shall consider the employment by
Contractor of unauthorized aliens a violation of 8 Section U.S.C. 1324(a)(3) [Section 274(e) of
the INA]. Contractor agrees that violation by Contractor shall be grounds for unilateral
termination of this Agreement by the County.
39. SUBCONTRACTORS.
a. If Contractor anticipates providing any Services through a subcontractor, Contractor shall
provide detailed information to the County about the subcontractor's qualifications.
b. Contractor shall provide the County with a description of all Services to be subcontracted
to third parties.
c. Contractor shall not subcontract any part of the Services under this Agreement without
first obtaining written consent of the County.
d. Contractor shall be responsible for all work of any subcontractors. The County reserves
the right to approve all subcontractors. Contractor shall be responsible to the County and
indemnify and hold harmless the County for the acts and omissions of all subcontractors or
agents of the subcontractor and of persons directly or indirectly employed by the subcontractor.
Further, nothing contained within this Agreement shall create any contractual relationship
between the subcontractor and the County.
40. SOVEREIGN IMMUNITY.No provision of this Agreement shall be construed to
create a partnership or joint venture of any type between Contractor and the County,or in any
way make the County responsible for any liabilities of Contractor, without limitation.
Furthermore, nothing contained in this Agreement shall be deemed or otherwise interpreted as
waiving the County's sovereign immunity protections existing under the laws of the State of
Florida,or as increasing the limits of liability as set forth in Section 768.28,Florida Statutes.
Any provision to the contrary shall be considered void and unenforceable.
41. SEVERABILITY. The provisions of this Agreement are intended to be severable. If
any provision of this Agreement is determined to be void or is declared illegal, invalid, or
unconstitutional by a Court of competent jurisdiction,the remainder of this Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF,the parties have caused the execution by their duly
authorized officers effective as of the date set forth above.
ATTEST: ST. LUCIE COUNTY,a political subdivision
of the State of Florida
By: By:
Deputy Clerk Chair
Date:
APPROVED AS TO FORM
AND CORRECTNESS:
By:
County Attorney
ATTEST: [CONTRACTOR]
BY: BY:
Dr. Brett J. Adams, DVM
Date:
(Seal)
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EXHIBIT A
LEGAL DESCRIPTION
WHITE CITY S/D SECTION 5,TOWNSHIP 36 SOUTH, RANGE 40 EAST FROM NE COR
OF LOT 93 RUN W 241.68 FT TO FOB, TH CONT W 210 FT, TH S //WITH W LI LOT 92
627.66 FT M/L TO N R/W MIDWAY RD,THE ALG R/W 210 FT, TH N // WITH W LI LOT
92 629.98 FT M/L TO POB - LESS RD R/W (2.96 AC) (MAP 34/05N) (OR 1049-1264)
Parcel ID 3403-502-0156-600-I
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EXHIBIT B
SCOPE OF SERVICES
Contractor shall provide the following services/care pursuant to this Agreement in accordance
with the Performance Standards set forth below:
Ad. ACCEPTANCE OF ANIMALS.
A.1.1 Contractor shall provide shelter, board, and care of all domestic animals and reptiles
impounded by Animal Safety Officers or received from the residents of the unincorporated area
of the County and delivered to the Property, until the animal is returned to its owner, or
transferred to an animal rescue agency for adoption, or otherwise disposed of at the discretion of
Contractor and in accordance with applicable law. The term"domestic animals" shall not include
potbellied pigs, wildlife, livestock,chickens,or peafowl. Contractor shall accept from Animal
Safety, Services, and Protection Division live strays, deceased animals for decapitation,and
owner surrenders and euthanasia.
A.1.2 Delivery of any animal pursuant to this Agreement shall be made to the Property.
A.1.3 Acceptance of an impounded animal from an Animal Safety Officer upon delivery must
be done in a timely manner to ensure Animal Safety Officers are available for incoming calls
from dispatch. If Contractor cannot meet the delivery time,then the Animal Safety Officer will
use the Drop Box kennel as an alternative.
A.1.4 Animal Safety Officers must have access twenty (24)hours per day seven (7)days per
week, including holidays,to deliver animals.
A.1.5 The County shall take proactive measures to return impounded animals to their respective
owners and to divert animal surrenders,whenever feasible, to reduce the number of animals
impounded at the Property.
A.1.6 The County's Animal Safety Officers shall thoroughly and accurately complete all
County impound forms and provide the forms to Contractor prior to leaving any animal in the
designated impound location.
A.2. SPECIAL HANDLING.
A.2.I Contractor shall ensure that animals subject to law enforcement holds, protective custody
holds, bite incident quarantine, veterinary quarantine, or other special holds are kept in an
isolated area,which is not open to public access or visits.
A.2.2 If a County Animal Safety Officer opines that an animal, which he or she is impounding,
is aggressive and/or constitutes a danger to the public and provides documentation of such, said
animal shall not be adopted. The decision to euthanize or transfer said animal to a rescue
organization shall lie within the discretion of Contractor and the County's Animal Safety,
Services, and Protection Manager. County's staff operating out of the Property shall notify any
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receiving rescue organization of the impounding officer's assessment of the animal and obtain a
signed affidavit from said organization acknowledging that it has been warned of the potential
danger.
A.2.3 Extended Stays: the County shall compensate Contractor at a rate of ten dollars ($10)per
day for any animals held past ten(10) days at the Property.
A.2.4 If a special hold relates to a legal proceeding, the Contractor shall provide witness
testimony and copies of all records upon the County's request.
A.2.5 If an animal has been declared a dangerous dog pursuant to Chapter 767, Florida Statutes,
Contractor shall comply with all requirements for the handling, confinement, and disposition of
such animal.
A.3. CARE.
A.3.1 Contractor shall comply with the USDA Animal Welfare Act and Animal Welfare
Regulations(Part 3—Standards; Subpart A)and other applicable law in the provision of care,
treatment, and transportation of impounded animals.
A.3.2 Contractor shall provide appropriate food, water, and veterinary care to animals delivered
to the Property.
A.3.3 Contractor shall, whenever possible, provide vaccinations to animals delivered to the
Property.
A.3.4 Contractor shall treat,whenever possible, flea and tick infestations of outer extremities of
animals delivered to the Property.
A.3.5 For veterinary emergencies that occur during regular shelter hours,the County shall take
the animal to Contractor for direction regarding the appropriate veterinary care of the animal.
Contractor shall provide diagnostic testing or advanced medical care at a discounted rate of 50%
which would be billed on a case by case basis.
A.3.6 For veterinary emergencies that occur outside regular shelter hours,the County shall
contact the Contractor for direction regarding the appropriate veterinary care of the animal.
After hour, veterinary care may be rendered at the primary emergency veterinary facility
contracted by the County: Midway Veterinary Hospital at the Orange Avenue location at the
County's expense.. In the event Midway Veterinary Hospital is unavailable for after-hours
emergencies, the sick or injured animal may be taken to the secondary emergency veterinary
facility contracted by the County: Veterinary Medical Center of St. Lucie County at the County's
expense.
A.3.7 Contractor shall follow best shelter practices regarding intake and care including
population management procedures/policies in place as to not become overpopulated and to
15
maintain an appropriate Capacity of Care to allow for daily intake of incoming animals in
accordance with the Association of Shelter Veterinarian Population Management Guidelines.
A.3.8 Within thirty (30)days of the Effective Date of this Agreement, Contractor shall provide
the County with a copy of its current standard operating procedures. In the event Contractor
amends or otherwise revises such procedures during the term of this Agreement,Contractor shall
provide a copy of such amendments and/or revisions to the County within thirty (30)days of
their effective date.
A.3.9 Contractor shall have staff trained in animal handling and restraints including the handling
and restraint of aggressive and/or dangerous animals. Once an animal is released to Contractor
care, it is Contractor responsibility to care and handle the animal.
A.4. DISPOSAL OF ANIMALS.
A. 4.1 County shall acquire a separate contract to provide for humane disposal of unclaimed
animals after the required holding period unless sickness or injury requires earlier disposal.
A.4.2 Contractor and County staff operating out of the Property shall make all reasonable
efforts to reunite animals known to be owned prior to transferor euthanasia. Contact should be
made by telephone, cell phone, email,or mail. Reasonable attempts shall include accessing
current licensing records, using contact information on owner-provided tags worn by the
animals, scanning all animals to detect implanted microchips,and attempting contact with
registered owners.
A.4.3 County shall acquire a separate contract to provide cremation and disposal of the remains
of all domestic animals and small wildlife.
A.S. EUTHANASIA.
A.5.I Contractor shall arrange and/or provide for the humane euthanasia and disposal of
unclaimed animals, small sick or injured wildlife, and/or animals recommended for euthanasia
by a licensed Veterinary. The term"animal"shall have the meaning set forth in Section 828.02,
Florida Statutes,and Section 6-19, County Ordinance. Euthanasia shall be accomplished in
compliance with Section 828.058, Florida Statutes,and the American Veterinary Medical
Associations (AVMA)guidelines. Euthanasia shall not subject any animal to unnecessary pain.
A.5.2 A separate room should be designated for euthanasia in a quiet area away from the main
pattern of foot traffic to minimize distractions and interruptions. The room should have adequate
lighting and be large enough to comfortably accommodate the equipment, two to three staff
members,and the animal being euthanized. In order to prevent distractions and assure a smooth,
dignified, and safe operation, only the people directly involved in euthanasia should be in the
room when procedures are being performed. It is important that the euthanasia room is properly
equipped in order for a safe and humane procedure to take place. This equipment must include a
table that can be readily disinfected, good light source, a universal microchip scanner, hair
clippers, stethoscope, a variety of needles and syringes, tourniquets,muzzles, and restraint
16
equipment. Scales for accurate weighing should also be available. A new needle should be used
for each animal; multiple uses blunt the needle and cause pain. The euthanasia surface should be
cleaned before every procedure. The euthanasia room and equipment should be cleaned and
disinfected after every euthanasia period. Staff performing euthanasia should wear protective
garments,which must be removed before going on to other animal care activities. Animals
should not be permitted to observe or hear the euthanasia of another animal, nor permitted to
view the bodies of dead animals. Puppies and kittens with their mothers are an exception. When
selected for euthanasia, mother animals should be euthanized prior to their offspring so that they
will not be distressed at being separated from their litter, or by seeing the puppies or kittens dead.
The puppies and kittens should be euthanized immediately.
A.5.3 Contractor workers required to perform euthanasia shall comply with applicable state
licensing and/or certification requirements and receive training via the Florida Animal Control
Association and the Association of Shelter Veterinarians.
A.5.4 County shall establish the euthanasia fee and County staff working at Contractor shall
collect the euthanasia fee for pets brought to the facility and euthanized pursuant to owner's
request. The fee should include time, materials,and disposal costs. These euthanasia's shall not
be counted towards the County's euthanasia count.
A.6. RABIES TESTING (DECAPITATION).
A.6.1 Contractor shall be responsible for performing, at its own expense, rabies-testing
(decapitation)upon animals, which have been impounded and delivered to the Property by the
Animal Safety, Services and Protection Division.
A.6.4 Contractor shall perform all County decapitations on deceased animals brought to the
Property at no additional charge.
A.7. ANIMAL REGISTRATION.
A.7.I County's staff operating out of Property shall ensure that all animals are properly
registered prior to their release or adoption.
A.7.2 County's staff operating out of Property shall issue County animal registration licenses to
residents for privately owned animals and collect the associated registration fees.
A.B. IMPOUND FEES.
County staff working at Contractor shall collect all fees applicable to animals impounded by the
County and shall deposit collected fees pursuant to County rules and regulations.
A.9. CUSTOMER SERVICE.
A.9.1. County staff and Contractor shall provide professional and compassionate customer
service to all customers, regardless of the nature of their visit.
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A.9.2 County staff and Contractor shall utilize a managed intake process, which shall focus on
responding to customer needs and attempting to reduce the number of animal intakes.
A.10. FACILITY REQUIREMENTS.
A.10.I Contractor shall maintain an isolation area adequate for compliance with the special
handling provisions set forth in Section A.2.1 of this Exhibit"A."
A.10.2 Contractor shall adopt and follow sanitation and disinfection practices that are consistent
with applicable law.
A.11. STAFFING REQUIREMENTS.
A.I 1.1 Contractor shall provide key personnel to perform the Services outlined in this
Agreement including, but not limited to:
a. A Medical Director
b. An Inventory Manager who will monitor stock levels; order,receive and document all
inventory; and control substances log.
c. A Staff Manager who will hire personnel, implement standard operating procedures,
maintain licensing,and ensure compliance with the procedures.
d. A Kennel Manager who will provide daily animal care and oversee other animal
caregivers and day-to-day operations.
e. At least three Animal Caregivers who are licensed or qualified to provide animal care.
The Animal Caregivers must be qualified to provide the Services outlined in this
Agreement.
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EXFIIBIT C
INSURANCE REQUIREMENTS
1. Contractor shall,on a primary basis and at its sole expense, maintain in full force
and effect at all times during the life of this Agreement, insurance coverage, limits, including
endorsements, as described herein. The requirements contained herein, as well as the County's
review or acceptance of insurance maintained by Contractor are not intended to and shall not in
any manner limit or qualify the liabilities and obligations assumed by Contractor under this
Agreement.
2. The parties agree and recognize that it is not the intent of the County that any
insurance policy/coverage that it may obtain pursuant to any provision of this Agreement, will
provide insurance coverage to any entity,corporation, business, person, or organization, other
than the County, and the County shall not be obligated to provide any insurance coverage other
than for the County or extend its sovereign immunity pursuant to Section 768.28, Florida
Statutes,under its self-insured program. Any provision contained herein to the contrary shall be
considered void and unenforceable by any party. This provision does not apply to any obligation
imposed on any other party to obtain insurance coverage for this Agreement, any obligation to
name the County as an additional insured under any other insurance policy, or otherwise protect
the interests of the County as specified in this Agreement.
3. Property Insurance. Contractor shall procure and agree to maintain Commercial
Property Insurance covering the building including Building Ordinance& Law coverage,
fixtures,equipment, improvements, and betterments. Contractor is responsible for insuring its
own personal property. Perils insured should be equivalent to ISO special causes of loss form
and the valuation of covered property should be replacement cost. Coverage is to be written in an
amount of not less than the full replacement cost without deduction for depreciation, special
form including perils of fire,windstorm/hail, earth movement, theft, vandalism, and malicious
mischief. All forms of Business Income to be included. Legal Liability Coverage Form and
Leasehold Interest Coverage Form are to be included. Equipment Breakdown/Boiler&
Machinery is to be included. A waiver of subrogation shall be provided in favor of the County.
Coverage shall apply as primary. St. Lucie County shall be listed as Loss Payee.
4, Workers' Compensation Insurance & Employer's Liability. Contractor shall
maintain Workers' Compensation Insurance and Employer's Liability in accordance with
Section 440, Florida Statutes. Employer's Liability must include limits of at least $100,000 each
accident, $100,000.00 each disease/employee/volunteer, $500,000.00 each disease/maximum.A
Waiver of Subrogation endorsement shall be provided. Coverage shall apply on a primary basis.
5. Commercial General Liability Insurance. Contractor shall agree to maintain
Commercial General Liability Insurance issued under an Occurrence form basis, including
Contractual Liability, to cover the hold harmless agreement set forth herein, with limits of not
less than:
Each Occurrence $1,000,000
Person/Advertising injury $1,000,000
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Products/completed operations aggregate $2,000,000
General Aggregate $2,000,000
Fire Damage $100,000 any 1 fire
Medical Expense $10,000 any 1 person
6. Additional Insured. An Additional Insured endorsement must be attached to the
certificate of insurance (should be CG2026)under the General Liability policy. Coverage is to be
written on an occurrence form basis and shall apply as primary. Defense costs are to be in
addition to the limit of liability. A waiver of subrogation shall be provided in favor of the
County. Coverage shall extend to independent contractors, fellow employees, and volunteers.
Contractual Liability is to be included. Coverage is to include a cross liability or severability of
interests provision as provided under the standard ISO form separation of insurers clause.
7. Automobile Liability Insurance. Contractor shall agree to maintain Business
Automobile Liability at a limit of liability not less than $1,000,000.00 each accident covering
any auto,owned,non-owned and hired automobiles. In the event, Contractor does not own any
automobiles;the Business Auto Liability requirement shall be amended allowing Contractor to
agree to maintain only Hired &Non-Owned Auto Liability. This amended requirement may be
satisfied by way of endorsement to the Commercial General Liability, or separate Business Auto
Coverage form. Certificate holder must be listed as additional insured. A waiver of subrogation
shall be provided. Coverage shall apply on a primary basis.
8. Professional Liability Insurance. Contractor shall agree to maintain Professional
Liability or equivalent Errors& Omissions Liability at a limit of liability of not less than
$1,000,000 Per Occurrence. When a self-insured retention(SIR)or deductible exceeds $10,000,
County reserves the right, but not the obligation,to review and request a copy of Contractor'
most recent annual report or audited financial statement. For policies written on a"Claims-
Made"basis, Contractor warrants the retroactive date equals or precedes the effective date of this
Agreement. In the event the policy is canceled, non-renewed, switched to an Occurrence Form,
retroactive date advanced; or any other event triggering the right to purchase a Supplemental
Extended Reporting Period (SERP) during the life of this Agreement, Contractor shall agree to
purchase a SERP with a minimum reporting period not less than four(4)years. This policy must
include coverage for discrimination.
9. Pollution Liability Insurance. Contractor shall procure and agrees to maintain in
full force during the term of this Agreement, Pollution Liability Insurance in limits not less than
$1,000,000 per occurrence, $2,000,000 aggregate for any operations relating to the handling,
storage,and transportation of hazardous materials and/or waste.The County must be listed as an
additional insured. A waiver of subrogation shall be provided in favor of the County. Coverage
shall apply on a primary basis.
10. Endorsement. Except as to Workers' Compensation and Employers' Liability, and
Professional Liability, said Certificate(s)and policies shall clearly state that coverage required by
the Agreement have been endorsed to include the St. Lucie County, its officers,agents and
employees as Additional Insured added to its Commercial General Liability,and Auto Liability
Policies. The name for the Additional Insured endorsement issued by the insurer shall read "St.
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Lucie County, its officers,employees and agents." The Policies shall be specifically endorsed to
provide thirty(30)days written notice to the County prior to any adverse changes, cancellation,
or non-renewal of coverage thereunder. Copies of the Additional Insured endorsements shall be
attached to the Certificate of Insurance.
11. Waiver of Subrogation. Contractor shall agree by entering into this Agreement to
a Waiver of Subrogation for each required policy. When required by the insurer or should a
policy condition not permit an Insured to enter into a pre-loss Agreement to waive subrogation
without an endorsement then Contractor shall agree to notify the insurer and request the policy
be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent.
This Waiver of Subrogation requirement shall not apply to any policy where a condition to the
policy specifically prohibits such an endorsement, or voids coverage should Contractor enter into
such an Agreement on a pre-loss basis.
12. Deductibles. All deductible amounts shall be paid for and be the responsibility of
Contractor for any and all claims under this Agreement.
13. It shall be the responsibility of Contractor to ensure that all vendors, independent
contractors, and/or subcontractors utilized by Contractor to perform or provide services on the
County's premises shall comply with the same insurance requirements referenced above, with
the exclusion of when required by written contract, The County,by and through its Risk
Management Department, reserves the right, but not obligation,to review, modify, reject, or
accept any required policies of insurance including limits, coverages or endorsements, herein.
All insurance carriers must have an AM Best rating of at least A: VII or better. A failure on the
part of Contractor to execute the Agreement and/or punctually deliver the required insurance
within 14 days of the event, may be cause for annulment of this Agreement.
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