11/01/2009 to 10/31/2019..10/21/2009 Lease
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DA TE:
October 26, 2009
TO:
Dent Pierce, Director
Public Works Division
FROM:
Beth Leto, Assistant Director
Public Works Division
Pamela G. HanCOCk~
A TTN:
At the May 20, 2009, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the Amendment and 1 st Renewal of Franchise Agreement
between Monroe County and Ocean Reef Club, Inc.
/At the October 21, 2009, meeting the Board granted approval and authorized execution of
a Lease Agreement between Monroe County and Big Pine Athletic Association to lease Parcels
IJ and II, Pine Key Acres, Big Pine Key, Florida (a/k/a Watson Field) for an amount of rent
totaling $1.00 per year.
Enclosed are fully-executed duplicate originals of the above-mentioned for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance;
File 'v
LEASE AQqEMENT
BIG PINE ATHLETIC ASSOCIATION
MONROE COUNTY
TInS LEASE AGREEMENT is made and entered into by and between BIG PINE
ATHLETIC ASSOCIATION, a SOl-3-C corporation, whose address is Post Office Box 430089,
Big Pine Key, FL 33043, hereinafter "ASSOCIATION" or "LESSOR" and MONROE
COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street,
Key West, Florida 33040, hereinafter referred to as "COUNTY" or "LESSEE".
WHEREAS, the LESSOR is a not for profit corporation established for the purpose of
providing activities for the wholesome development of youths' personal, social, physical,
emotional and spiritual growth; and
WHEREAS, the LESSEE desires to lease certain property as a recreationaVpark area; and
WHEREAS, it serves a legitimate public purpose to provide a recreational park in Big Pine
Key;
NOW, THERFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, and other valuable considerations, LESSOR does hereby grant and
lease unto LESSEE and LESSEE do hereby lease from LESSO~ certain premises, rights and
privileges as follows, to wit:
1. Premises. The LESSOR does hereby lease to LESSEE, and LESSEE does hereby lease
from the LESSOR:
Parcels U and II, Pine Key Acres, Big Pine Key, Monroe County,
Florida, SUBJECT TO the following:
A. Monroe County, Florida zoning ordinances
B. All oil, gas and mineral rights
C. Easement of ingress and egress for utility purposes, all in accordance with the
dotted lines as shown in Official Record Book _ at pages 1047, 1048 and 1049
2. Term. The term of this lease is for ten (10) years beginning on November 1, 2009 and
terminating October ~1, 2019.
3. Rental Total rent due under this lease is ONE DOLLAR and no/l 00---($ 1.00).
4. Termination. This Agreement may be terminated as follows:
'8. The COUNTY may terminate this Agreement with or without cause prior to the
commencement of work.
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b. The LESSEE or LESSOR may terminate this Agreement for cause with seven (7)
days notice to the other party. Cause shall constitute a breach of.th~ obligations of
either party to perform the obligations enumerated under this Agreement.
c. Either of th~ parties hereto may cancel this agreement without cause by giving the
other party sixty (60) days written notice of its intention to do so with neither party
having any further obligation under the term S of the agreement upon termination.
5. LESSEE'S OBLIGATION: LESSEE covenants and agrees:
a. To make no improper or offensive use of said premises, and to permit the LESSOR or
its agents to inspect the leased premises at all reasonable times for the purpose of
viewing the condition thereof.
b. To maintain the premises, structures, facilities, playing fields, fences, lights in a safe
and usable manner.
c. To be responsible for and pay all utilities utilized on said premises, including water,
electric and trash removal.
d. LESSEE reserves the right, at its own discretion, to maintain or improve the subject
property or improvements thereon, and treat it as any other unincorporated park or
beach that is maintained by the County of Monroe, State of Florida.
e. To reimburse LESSOR for Commercial General Liability. Coverage must include
$1,000,000 combined single limit. Monroe County Board of County Commissioners
must be specifically included as an additional insured and certificate holder after review
of the complete policy.
r. 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.
g. LESSEE shall have the right, at the termination of this lease, to remove any machinery,
equipment or property placed upon the premises, and return the leased premises to the
LESSOR in the same condition existing prior to its occupation of the premises under the
lease.
6. LESSOR'S OBLIGATIONS: LESSOR covenants and agrees:
a. LESSOR shall maintain use of the concession stand located on the premises and grant
use thereof solely at its own discretion.
b. LESSOR is the lawful owner of the property demised hereby, that it has lawful
possession thereot: and has good and lawful authority to execute this lease; and
e. LESSOR shall procure and maintain Commercial General Liability to save the LESSEE
harmless against liability resulting from injuries to persons and/or property on or about
the leased premises. Coverage must include $1,000,000 combined single limit. Monroe
County Board of County Commissioners must be specifically included as an additional
insured and certificate holder. Lessor shall provide LESSEE with a complete copy of
the policy for review Drior to reimbUrsement by LESSEE.
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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 of its obligation herein.
e. LESSOR shall schedule all events except those deemed to be of a special or irregular
nature, in which case the procedures for using County property for special events, as
incorporated below, shall be followed:
If a group or organization wishes to use County property for special or one-time events,
the following procedures will be followed:
1. All requests must be approved by the County Administrator and/or the
Monroe County Board of COWlty Commissioners. Requests should be
submitted as soon as practicable but no later than five working days prior to the
desired date. If a public assembly permit and/or extensive coordination with other
County Departments, the Sheriff's office, or State Department of Transportation is
needed, the original REQUEST FOR USE OF COUNTY PROPERTY form must be
submitted no later than ten working days prior to the desired date;
ii. The request must be made on the REQUEST FOR USE OF COUNTY
PROPERTY form, and be submitted to:
Monroe County Parks and Recreation
3583 South Roosevelt Boulevard
Key West, Florida 33040
ill. All requests are subject to review by the County Administrator;
iv. Deposits for clean-up, security or related expenses are required and are non-
refundable.
v. Waiver or imposition of fees for the event may be enacted by the County
Administrator and/or Board of County Commissioners;
vi. Sponsor will be required to execute a hold harmless agreement and/or
furnish appropriate insurance naming the County as additional insured, the
limits of which will be contingent upon the nature of the event;
vii. Other actions or restrictions may be imposed by the County Administrator
and/or Board of County Commissioners based on local, State or Federal
laws, including, but not limited to Monroe County Codes.
7. Books. Reeords and Documents. LESSEE shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their
authorized representatives shall have reasonable and timely access .to such records of each other
party to this Agreement for public records pwposes during the term of the Agreement and for four
years following the tennination of this Agreement.
8. Governin2 Law_ Venne. Interoretation. 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.
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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.
9. Notices. Notices in this Agreement, unless otherwise specified, must be hand..delivered or
mailed, postage prepaid, by certified mail, return receipt requested, to the following:
As to Lessor As to Lessee
Big Pine Athletic Association Monroe County Public Works
Post Office Box 89 Facilities Maintenance Department
Big Pine Key, FL 33043 1100 Simonton Street, #2-284
Key West, Florida 33040
10. Severabilltv. 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 tenns, 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.
11. Attomev'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. Blndlnsr Effed. 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. Authorl~. Each party represents and warrants to the other that the execution, delivery
and petformance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
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14. Claim. 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. Adludlcation of Dt.ootes or Disa2reements. 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 publi~ meeting of ~e 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. Coooeration. 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 use 8s.1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section S04 of the Rehabilitation Act
of 1973, as amended (20 use s. 794), which prohibits discrimination on the basis of handicaps; 4)
The Age Discrimination Act of 1975, as amended (42 use S8. 6101-6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (pL 92-
255), as lPIlended, 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, SSe 523 and 527 (42 use SSe 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 use 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 use 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.
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18. Cov,nagt 01 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 the only interest of each is to perform and receive
benefits as recited in this Agreement.
19. Code 01 Ethics. LESSOR agrees that officers and employees of the LESSOR 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 employm~t or contractual relationship; and disclosure or use of certain
information.
20. No SoDeit4joQlfavment. 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
worldng 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. PubDe J\e~ess. 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 Contractor in coIijunction with this Agreement; and the LESSOR shall have the right
to unilaterally cancel this Agreement upon violation of this provision by Contractor.
22. ~sftmment ~d Sulllettinll. It is agreed by the parties hereto that LESSEE may elect to
sub-lease or assign this Business Lease Agreement only upon written consent of the LESSOR,
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 01 ImmugJtv. 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 LESSOR be required to. contain any.provision
for waiver.
24. PrIvi1~ qd I~~nniti@J All of the privileges and immunities from liability,
exemptions from laws, ordinances, and roles 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 LESSOR, when performing their respective functions under
this Agreement within the tenitorial limits of the LESSOR shall apply to the same degree and
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extent to the performance of such functions and duties of such officers, agents, volunteers, or
employees outside the tenitoriallimits of the LESSOR.
25. Le2a1 ObHl!atloDs and ResooDsibUities: 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 LESSOR, except to the extent permitted by the Florida constitution, state statute, and
case law.
26. NOD-ReD.nee bv N~n-Partles. 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. Attestati~D~ LESSEE agrees to execute such documents as the LESSOR may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-
Free Workplace Statement.
28. FuU Undentandin2. 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.
29. No Penon.) Liabilltv. 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.
30. Execution ~ Countel'l)arts. This Agreement may be executed in any number of
counterparts, each of4 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.
31. Section Headin. 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.
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32. 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.
33. Mutual Review. This agreement has been carefully reviewed by LESSEE and LESSO~
therefore this agreement is not to be construed against either party on the basis of authorship.
34. IndemnifieatloDIHold 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,
fme, penalty or business interruption, that may be asserted against, initiated with respect to, or
sustained by, any indemnified party by reason ot: 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 tenn of this lease or any earlier termination of this lease
IN ~SS WHEREOF, the parties have caused this lease to be executed this :!i! day of
~ , 2009.
WITNESSES:
BIG PINE ATHLETIC ASSOCIATION
(LE~. " _
By.. ,~~
Title ~'A!571I1-
Telephone: :3 tjy 1 77 <1
,.
BOARD OF LESSOR COMMISSIONERS
OF M.2NROE, FLORIDA (LESSEE)
By ,s..,;,-~.. )notAc.~~
Mayor/Chairperson
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