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3. 05/01/2013 25 Year LeaseAMY REAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY, FLORIDA DATE: May 2, 2013 TO: Dent Pierce, Director Public Works Division ATTN. Beth Leto, Assistant Director Public Works Division FROM: Pamela G. Hanc k, . . At the April 17, 2013, Board of County Commissioner's meeting, the Board granted approval and authorized execution of Item C40 a land lease with The Lower Keys Chamber of Commerce, Inc., a Florida non - profit corporation, to provide for purposes of operating a community center building used by the public for community purposes, and for a public park area. 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 ✓ 500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305 -295 -3130 Fax: 305 - 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 189 -6027 Fax: 305- 289 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146 LEASE AGREEMENT LOWER KEYS CHAMBER OF COMMERCE, INC. MONROE COUNTY THIS LEASE AGREEMENT, is made and entered into this / 9 day of April, 2013, by and between Monroe County, a political subdivision of the State of Florida, (hereafter "County" or "LESSOR "), whose address is 1100 Simonton Street, Key West, Florida, 33040 and The Lower Keys Chamber of Commerce, Inc., a non - profit corporation organized and existing under the laws of the State of Florida, having it's principal place of business in Monroe County, whose address is 31020 Overseas Highway, MM 31, Big Pine Key, Florida, 33043., hereinafter referred to as "LESSEE ". WHEREAS, the BOCC leases premises to other governmental agencies and not -for- profit organizations servicing the Monroe County community; and WHEREAS, The Lower Keys Chamber of Commerce, Inc. has requested use of County property; and WHEREAS, the COUNTY owns a tract of land lying in a part of Government Lot 1, Section 25, Township 66 South, Range 29 East, located in Big Pine Key, Monroe County, Florida; and WHEREAS, the BOCC has determined that is in the best interests of Monroe County to lease land to The Lower Keys Chamber of Commerce, Inc. for purposes of operating a community center building used by the public for community purposes, and for a public park area in accordance with reasonable rules and regulations to be adopted by the LESSEE and approved by LESSOR.; NOW THEREFORE, IN CONSIDERATION of the promises contained herein the parties agree to the following: 1. PROPERTY The County leases to Lessor the premises as shown on exhibit A and more particularly described as; A tract of land in a part of Government Lot 1, Section 25, Township 66 South, Range 29 East, located in Big Pine Key, Monroe County, Florida, and by metes and bounds as follows: Commencing at a point, hereinafter known as the Point of Beginning where the West Page 1 Line of Section 25 and the South Right -of -Way line of U.S. Highway No. 1, bear South 89 degrees and 52 minutes East along the South right -of -way line of U.S. Highway No. 1 for a distance of 200 feet, thence bear South for a distance of 207.41 to a point; thence bear West along the South Line of Government Lot 1 for a distance of 200 feet to a point; thence bear North for a distance of 207.64 feet, back to the Point of Beginning. Being a part of a tract of land described in Deed Book G -6, page 51, and dated January 6, 1937. The lessee does hereby release and return to the lessor the following described premises: The Westernmost strip of land fronting on U.S. Highway No. 1 measuring fifty (50') wide and running the full length of the Chamber's property to a depth of 207.64 feet. Lessor does lease the following additional premises in exchange for the release of the above described premises: A part of the Northwest Quarter of the Southwest Quarter of Section 25, Township 66 South, Range29 East, on Big Pine Key, Monroe County, Florida and being more particularly described by metes and bounds as follows: COMMENCING at the Northwest Corner of the Northwest Quarter of the Southwest Quarter of Section 25, bear East 50 feet to the POINT OF BEGINNING of the parcel hereinafter described; thence South, 90 feet; thence East, 150 feet; thence North, 90 feet; thence West, 150 feet, back to the POINT OF BEGINNING, containing 0.31 acres, SUBJECT to easements, restrictions and limitations of record if any, and taxes for the year 1980 and subsequent years. 2. TERM The term of this Agreement is twenty -five (25) years running from May 01, 2013 through April 30, 2038. 3. USE AND CONDITIONS The premises shall be used solely for the purposes of operating a community center building used by the public for community purposes, and for a public park area. If the premises are used for any other purpose, the County shall have the option of immediately terminating this Agreement and upon termination of this agreement ownership of all improvements erected on the premises shall vest in the County. Lessee shall not permit any use of the premises in any manner that would obstruct or interfere with any County functions and duties. The Lessee will further use and occupy said premises in a careful and proper manner, and not commit any waste thereon. Lessee will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the premises. Any activities in any way involving hazardous materials or substances of any kind whatsoever, either as those terms may be defined Page 2 under any state or federal laws or regulations or as those terms are understood in common usage, are specifically prohibited. The Lessee will not use or occupy said premises for any unlawful purpose and will, at Lessee's sole cost and expense, conform to and obey any present or future laws, ordinance and/or rules, regulations, requirements and orders of governmental authorities or agencies respecting the use and occupation of said premises. These covenants of the Lessee shall also be binding on the use of the personnel, volunteers or clients of Lessee in accessing any common areas of the leased premises. No signs of any kind will be permitted on the external fagade of the building or in the parking lot. A sign no larger than 8 1 /2 " X 11" may be posted at the entry door to the premises. 4. RENT For the use of the premises, the Lessee must pay the County the sum of $1.00 per year, payable in advance. The payments shall be remitted to Monroe County Clerk's Office, 500 Whitehead Street, Key West, FL 33040. 5. TAXES The Lessee must pay all taxes and assessments, including any sales or use tax, levied by any government agency with respect to the Lessee's operations on the premises. 6. INSURANCE Lessee shall, throughout the term of this lease, maintain the following: A. General Liability Insurance to include as minimum; • Premises Operation • Blanket Contractual • Products and Complete Operations • Expanded Definition of Property Damage • Personal Injury Liability • Fire Legal Liability (with limits equal to fair market value of the leased property) The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $500,000 per person $1,000,000 per Occurrence $100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the termination of the Lease Agreement. Page 3 B. Vehicle Liability Insurance coverage for; • Owned, Non - Owned, and Hired Vehicles • Physical Damage Protection (if leased Property is a County -owned vehicle) The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) ACV for Physical Damage If split limits are provided, the minimum limits acceptable shall be: $ 200,000 per Person $ 300,000 per Occurrence $ 200,000 Property Damage ACV for Physical Damage C. All Risk Property Insurance coverage (to include the perils of Flood and Wind ) with limits no less that Replacement Cost Value of the leased property to include, as a minimum, liability coverage for: Fire Lightning Vandalism Sprinkler Leakage Sinkhole Collapse Falling Objects Windstorm Smoke Explosion Civil Commotion Aircraft and Vehicle Damage Flood The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. In addition, if the lease /rental agreement involves County -owned vehicles, the Monroe County Board of County Commissioners shall be named as "Loss Payee" with respect to the physical damage protection. D. Worker's compensation insurance for bodily injury or death to any one person or number of persons in any one occurrence in an amount not less than the statutory requirements unless waived or modified by County Risk Management per Administrative Instruction 4709. The insurance policy (or policies) shall name Monroe County as an additional insured. The LESSEE must keep in full force and effect the required insurance during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this lease are canceled, terminated or reduced in coverage, then the LESSEE must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the COUNTY whenever acquired or amended. Page 4 7. CONDITION OF PREMISES The Lessee must keep the premises in good order and condition. The Lessee must promptly repair damage to the premises. At the end of the term of this Agreement, the Lessee must surrender the premises to the County in the same good order and condition as the premises were on the commencement of the term, normal wear and tear excepted. The Lessee is solely responsible for any improvements to land and appurtenances placed on the premises. 8. IMPROVEMENTS No structure or improvements of any kind shall be placed upon the land without prior approval in writing by the County Administrator and building permits issued by the County and any other agency, federal or state, required by law. Any such structure or improvements shall be constructed in a good and workmanlike manner at Lessee's sole cost and expense. Subject to any landlord's lien, any structures or improvements constructed by Lessee shall be removed by the Lessee at Lessee's sole cost and expense, by midnight on the day of termination of this Agreement or extension hereof, and the land restored as nearly as practical to its condition at the time this agreement is executed unless the Board of County Commissioners accepts in writing delivery of the premises together with any structures or improvements constructed by Lessee. Portable or temporary advertising signs are prohibited. Lessee shall perform, at the sole expense of Lessee, all work required in the preparation of the property or premises hereby leased for occupancy by Lessee; and Lessee does hereby accept the leased property or premises as now being in fit and tenantable condition for all purposes of Lessee. County reserves the right to inspect the leased area and to require whatever adjustment to structures or improvements as County, in its sole discretion, deems necessary. Any adjustments shall be done at Lessee's sole cost and expense. Any building permits sought by Lessee shall be subject to permit fees. 9. HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (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, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection Page 5 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 County 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. 10. NON - DISCRIMINATION The LESSEE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that 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. The LESSEE for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title 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 abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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 Page 6 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. 11. TERMINATION The County may treat the Lessee in default and terminate this Agreement, upon 7 days written notice, upon failure of Lessee to comply with any provision of this Agreement. Lessee may terminate this Agreement upon giving thirty days prior written notice to County.. 12. DEFAULT - WAIVER The waiver by the Lessee or the County of an act or omission that constitutes a default of an obligation under this Agreement does not waive another default of that or any other obligation. 13. ASSIGNMENT The Lessee may not assign this Agreement or assign or subcontract any of its obligations under this Agreement without the approval of the County's Board of County Commissioners. All the obligations of this Agreement will extend to and bind the legal representatives, successors and assigns of the Lessee and the County. 14. GOVERNING LAW, VENUE, INTERPRETATION 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 County and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County 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. 15. 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, Page 7 conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County 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. 16. ATTORNEY'S FEES and COSTS The County 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. 17. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Lessee and their respective legal representatives, successors, and assigns. 18. 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. 19. CLAIMS FOR FEDERAL OR STATE AID Lessee and County agree that Lessee 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 County party prior to submission. 20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS County 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. 21. COOPERATION In the event any administrative or legal proceeding is instituted Page 8 against either party relating to the formation, execution, performance, or breach of this Agreement, County 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. County and Lessee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 22. COVENANT OF NO INTEREST County 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 the only interest of each is to perform and receive benefits as recited in this Agreement. 23. CODE OF ETHICS County 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. 24. PUBLIC ACCESS The County 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 COUNTY and LESSEE in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Lessee. 25. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County 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. 26. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or Page 9 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. 27. LEGAL OBLIGATIONS AND RESPONSIBILITES: 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 not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 28. 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 County and Lessee agree that neither the County 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. 29. ATTESTATIONS Lessee agrees to execute such documents as the County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. 30. 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. 31. 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 Page 10 together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 32. 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. 33. MUTUAL REVIEW This agreement has been carefully reviewed by Lessee and County, therefore this agreement is not to be construed against either party on the basis of authorship. 34. NOTICES Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: COUNTY LESSEE: Carol Stevens, Executive Director County Administrator Steve Miller, President 1100 Simonton Street The Lower Keys Chamber of Commerce, Inc. Key West, FL 33040 31020 Overseas Highway MM 31 PO Box 430511, Big Pine Key, Florida, 33043 And Monroe County Public Works 1100 Simonton Street Key West, FL 33040 35. RELATIONSHIP OF PARTIES The Lower Keys Chamber of Commerce, Inc. is, and shall be, in the performance of all works, services, and activities under this Agreement, an independent agency, and not an employee, agent or servant of the County. The Lower Keys Chamber of Commerce, Inc. shall exercise control, direction, and supervision over the personnel and volunteers who use the premises. The Lower Keys Chamber of Commerce, Inc. shall have no authority whatsoever to act on behalf of and/or as agent for the County in any promise, agreement or representation other than specifically provided for in this agreement. The County shall at no time be legally responsible for any negligence on the part of the Lower Keys Chamber of Commerce, Inc., its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. 36. FULL UNDERSTANDING This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. 37. EFFECTIVE DATE This Agreement will take effect on May 01, 2013. Page 11 IN WITNESS WHEREOF, each party has caused this Agreement to be executed by -its duly authorized representative. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: AMY HEAVILIN, CLERK OF MONROE COUNTY, FLORIDA B B Y Deputy Clerk Mayor /Chairman (SEAL) ATTES .'� Witness By n _f Title A bl v, os' - THE LOWER KEYS CHAMBER OF COMMERCE, INC. B G�t� Title Address: P 6 J30X `fih // Phone: Ab r n 0 Q Page 12 EXHIBIT A Page I of I so CO cq cv i rr L sO — SO too 110841 111000.000 110840 0 0 OD m 130 1108300006