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02/20/2013 LeaseAMY HEA VILIN CLERK OF THE CIRCUIT COURT DATE: January 29, 2013 TO: Dent Pierce, Director Public Works Division ATTN. Beth Leto, Assistant Director Public Works Division FROM: Pamela G. Han4C. At the February 20, 2013, Board of County Commissioner's meeting, the Board granted approval and authorized execution of Item C30 to enter into a long -term Lease Agreement with Boys & Girls Club of the Keys Area, Inc. for certain property; Tracts DW and EJ, Pine Key Acres, Big Pine Key, Florida, as recorded in Official Records Book 509, at page 1047 of the Public Records of Monroe County, Florida, LESS the Southerly Twenty -five (25) feet of Tract DW and EJ, Pine Key Acres, Big Pine Key, Florida, as recorded in Official Records Book 509 at Page 1047 of the Public Records of Monroe County, Florida, as referred to as the Blue Heron Building. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please do not hesitate to contact this office. cc: County Attorney Finance File LEASE AGREE This Agreement entered into this _ day of 20L by and between MONROE COUNTY, FLORIDA, a political subdivision of the State Of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, hereinafter COUNTY or LESSOR and the BOYS & GIRLS CLUB OF THE KEYS AREA, INC., a Florida 501 c 3 Not for Profit Corporation, whose address is 1400 United Street, Suite 108, Key West, FL 33040 ( " Lessee" or "Boys & Girls Club). WHEREAS, the BOYS & GIRLS CLUB is a not - for - profit corporation established for the provision of activities for the wholesome development of youths' personal, social, physical, emotional and spiritual growth; and WHEREAS, the BOYS & GIRLS CLUB provides such activities in a wholesome, alcohol -free and drug free environment for young people in Monroe County; and WHEREAS, it is a legitimate public purpose to provide facilities and services for recreational use and social functions of the community in a wholesome environment free from drugs and alcohol; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and other valuable considerations hereinafter to be kept and performed, the COUNTY hereby leases unto the BOYS & GIRLS CLUB that certain property described as follows: 1. PREMISES Tracts DW and EJ, PINE KEY ACRES, Big Pine Key, Florida, as recorded in Official Records Book 509, at page 1047 of the Public Records of Monroe County, Florida, LESS the Southerly Twenty -five (25) feet of Tract DW and EJ PINE KEY ACRES, Big Pine Key, Florida, as recorded in Official Records Book 509, at Page 1047, of the Public Records of Monroe County, Florida; also referred to as the Blue Heron Building. 2. TERM The term of this lease is for five (5) years beginning on _March 01_, 2013. LESSEE may exercise an option to renew this lease for two (2) additional five (5) year periods with the written approval of the Board of County Commissioners. LESSEE shall submit a request in writing, at least 60 days prior to expiration of the then current term, to the Board of County Commissioners requesting the renewal. 3. RENTAL The BOYS & GIRLS CLUB agrees to pay to the COUNTY, as rent for said property during the term of this lease, the sum of One Dollar ($1.00) per year, to be paid on or before the anniversary date of each year for the term of this agreement, or any extensions thereof. 4. LESSEE'S OBLIGATIONS a. The premises described in paragraph 1, above, shall be actively used as youth center for the Big Pine Key area. The COUNTY hereby enters into this agreement with the BOYS & GIRLS CLUB to supervise and operate said youth center. The BOYS & GIRLS CLUB shall at all times be responsible for assuring that the operation of the center does not create a nuisance or become used for any illegal or immoral purposes, including allowing any alcoholic beverages or unlawful narcotics to be possessed, used or consumed by persons on the premises or allowing persons under the influence of alcohol or unlawful narcotics to enter the premises, and that the center complies with any applicable February 2013 Boys & Girls Club Blue Heron 1 federal, state and county laws, statutes and ordinances. b. The premises must be made available for use by other non - profit organizations, subject to scheduling and reasonable restrictions on use that the BOYS & GIRLS CLUB deems necessary to assure that the premises are primarily used as a youth center and that no immoral or illegal activity takes place on the premises. However, if the BOYS & GIRLS CLUB and a non - profit group are unable to agree on the scheduling or restrictions on use, then a final decision on the group's use of the premises will be made by the County Administrator. c. The BOYS & GIRLS CLUB, at its own expense, shall continue to supply insurance as specified by Monroe County Risk Management, and will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County. The insurance shall cover those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 -01) as filed for use in Florida without the attachment of restrictive endorsements other than the elimination of medical payments and fire damage legal liability. During the term of this Lease, except as specifically provided herein, LESSEE shall provide and maintain, at his sole cost and expense, the following insurance coverage's with indicated limits of liability are mandatory under this Lease Agreement: Workers' Compensation Employers' Liability Insurance General Liability, Lease/Rental of Property Owned by the County, including • Premises Operation • Blanket Contractual • Products and Complete Operations • Expanded Definition of Property Damage • Personal Injury Liability Statutory Limits $100,000 Bodily Accident $500,000 Disease, policy limits $100,000 Disease, each employee $1,000,000 Combined Single Limit or $500,000 per person $1,000,000 per person $100,000 per occurrence • Participant Accident • Fire Legal Liability (with limits equal to fair market value of the leased property) Vehicle Liability (Owned, Non -Owned and Hired Vehicles; Physical Damage Protection (if leased property is a County-owned vehicle (Leases/Rentals of County-owned Property) $300,000 Combined Single Limit ACV for Physical Damage or $100,000 per person $300,000 per occurrence $50,000 Property Damage The BOYS & GIRLS CLUB shall maintain the required insurance throughout the entire term of this agreement and any extension specified by Monroe County Risk Management. Failure to comply with this provision may result in the immediate termination of the agreement and the return of all property owned by the County. The BOYS & GIRLS CLUB shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either a certificate of insurance or a certified copy of the actual insurance policy. Boys & Girls Club February 2013 Blue Heron " 2 The COUNTY, at its sole option, has the right to request a certified copy of any or all insurance policies required by the contract. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the BOYS & GIRLS CLUB's insurance shall not be construed as relieving the BOYS & GIRLS CLUB from any liability or obligation assumed under this agreement or imposed by law. The Monroe County Board of County Commissioners will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee" with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. d. The BOYS & GIRLS CLUB shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. e. LESSEE shall not assign this lease, nor sublet or encumber the leased premises in any manner whatsoever, without the prior written consent of the LESSOR. E At the end of the term of this agreement or any extensions thereof, the BOYS & GIRLS CLUB shall vacate and peacefully surrender the premises to the COUNTY. The BOYS & GIRLS CLUB shall not suffer or permit any waste to occur to the premises during the term of this agreement. 5. LESSOR'S OBLIGATIONS a. The COUNTY may remodel, renovate, or reconstruct any buildings, structures or additions existing on the premises. b. The COUNTY will be responsible for all costs associated with the premises under this agreement regarding maintenance of the building and improvements thereto. c. The COUNTY will be responsible for all costs associated with utilities and solid waste in connection with the premises leased hereunder. d. Throughout the term hereof, LESSEE may have, hold and enjoy peaceful and uninterrupted possession of the premises and rights herein leased and granted, subject to performance by LESSOR or its obligation herein 6. TERMINATION a. Either party hereto may cancel this agreement with or without cause by giving the other party sixty (60) days written notice sent by certified mail of its intentions to do so. b. Either party hereto may terminate this Agreement for cause with seven (7) days' notice to the other party. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. Boys & Girls Club February 2013 Blue Heron -3- Unless the LESSOR has accepted in writing a delay in performance of duties, the failure to perform said duties shall constitute a default under the terms of this agreement. In the case of default/breach, the County's Director of Facilities Maintenance shall first give the LESSEE a written notification stating the default/breach and that Lessee has 10 days to correct the default/breach. If the LESSEE has not commenced correction of the default/breach at the end of the 10 days, then the LESSOR may terminate the lease in its discretion. If it shall be necessary to employ the services of an attorney in order to enforce its rights under this Agreement, the LESSOR shall be entitled to reasonable attorney's fees. Waiver of a default in any particular month shall not bind the LESSOR to forego the provisions of this paragraph and any subsequent default shall be grounds for termination. 7. MODIFICATIONS AND AMENDMENTS. Any and all modifications to this agreement or to any of the services provided shall require an amendment to this agreement to be approved in writing by both parties hereto. 8. NOTICE Any notice required or permitted under this agreement shall be in writing and hand - delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: FOR COUNTY Monroe County Public Works Facilities Maintenance Department 3583 S. Roosevelt Boulevard Key West, FL 33040 and Monroe County Attorney Office 1111 —12`'' Street, Suite 408 Key West, Florida 33040 FOR BOYS & GIRLS CLUB Boys & Girls Club of the Keys Area, Inc. 1400 United Street, Suite 108 Key West, Florida 33040 9. GOVERNING LAW VENUE INTERPRETATION. Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the LESSOR and LESSEE agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The LESSOR and LESSEE agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 10. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The LESSOR and LESSEE agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. February 2013 Boys & Girls Club Blue Heron - 4 11. ATTORNEY'S FEES AND COSTS. The LESSSOR and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non- prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 12. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the LESSOR and LESSEE and their respective legal representatives, successors, and assigns. 13. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 14. CLAIMS FOR FEDERAL OR STATE AID. LESSOR and LESSEE agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 15. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. LESSSOR and LESSEE agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 16. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, LESSOR and LESSEE agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. LESSOR and LESSEE specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 17. NONDISCRIMINATION LESSEE agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. LESSEE agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug February 2013 Boys & Girls Club Blue Heron 5 abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 18. COVENANT OF NO INTEREST. LESSOR and LESSEE covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 19. CODE OF ETHICS LESSOR agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 20. NO SOLICITATION/PAYMENT. The LESSOR and LESSEE warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the LESSEE agrees that the LESSOR shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 21. PUBLIC ACCESS The LESSOR and LESSEE shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the LESSOR and LESSEE in conjunction with this Agreement; and the LESSOR shall have the right to unilaterally cancel this Agreement upon violation of this provision by LESSOR. 22. ASSIGNMENT AND SUBLETTING. It is agreed by the parties hereto that Lessee may elect to sub -lease or assign this Lease Agreement only upon written consent of the Monroe County Board of County Commissioners, which shall not be unreasonably withheld. All terms of this Lease Agreement shall be binding on the heirs, executors, administrators, sub - lessees and assigns of Lessee. 23. NON - WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the LESSOR and the LESSEE in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. February 2013 Boys & Girls Club Blue Heron 6 24. PRIVILEGES AND IldN"ITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 25. LEGAL OBLIGATIONS AND RESPONSIBILITIES. Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is or not intended to, nor shall it be construed t to he extent permitted by the Florida constitution, s state l statute, statutory duties of the County, except and case law. 26. NON - RELIANCE BY NON - PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the LESSOR and the LESSEE agree that neither the LESSOR nor the LESSEE or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 27. ATTESTATIONS. LESSEE agrees to reasonably require, including a Public Entity Crime Workplace Statement. execute such documents as the LESSOR may Statement, an Ethics Statement, and a Drug -Free 28. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 29. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 30. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 31. FEDERAL STATE AND LOCAL LAW. The LESSEE shall comply with all federal, state, and local laws, ordinances, rules and regulations now and hereafter in force which may be applicable to LESSEE's operation. February 2013 Boys & Girls Club -7- Blue Heron 32. MUTUAL REVIEW This agreement has been carefully reviewed by LESSEE and LESSOR, therefore this agreement is not to be construed against either party on the basis of authorship. 33. INDEMNIFICATION/HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, LESSEE shall defend, indemnify and hold the LESSOR and the LESSOR's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, and (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of LESSEE or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of LESSEE or any of its employees, agents, contractors or other invitees, or (C) LESSEE's default in respect of any of the obligations that it undertakes under the terms of this lease, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the LESSOR or any of its employees, agents, contractors or invitees (other than LESSEE). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this lease, this section will survive the expiration of the term of this lease or any earlier termination of this lease WITNESS WHEREOF, the parties have caused this lease to be executed this Z �`' day of: 2013 (SEAL) ATTEST HEAVILIN, CLERK J , "1�'r^".�� Deputy Clerk WITNESSES: 00 " E v r- BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By:Av, Z. Mayor /Chairperson Telephone: Boys & Girls Club February 2013 Blue Heron -8- o -n C) -g w s r- rn r :;0 o BOYS & GIRLS CLUB OF YS AREA, IW. o By: Title: e4 � Telephone: Boys & Girls Club February 2013 Blue Heron -8-