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07/21/2021 Agreement ° '\ Kevin Madok, CPA °*4 Clerk of the Circuit Court&Comptroller—Monroe County, Florida DATE: July 28, 2021 TO: Roman Gaetesi County Administrator Lindsay Ballard,Aide to die County Administrator liz Yongue Executive Assistant FROM: Pamela G. I lanco '. SURJECF: July 21" BOCC Meeting Attached is an electronic copy of the following item for your handling: P2 Construction Cost Participation Agreement with Ocean Reef Community Association, Inc. liter die County to contribute $600,000.00 towards the completed construction costs at 2 Gatehouse Road to house a Monroe County Building Department Satellite Office. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 CONSTRUCTION COST PARTICIPATION AGREEMENT BETWEEN OCEAN REEF COMMUNITY ASSSOCIATION,INC. AND MONROE COUNTY THIS COST PARTICPATION AGREEMENT is made and entered into this 21st day of July, 2021 by and between OCEAN REEF COMMUNITY ASSOCIATION, Inc., a Florida corporation,hereinafter referred to as"ORCA";and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS,hereinafter referred to as "COUNTY". WHEREAS, on December 10, 2014, the COUNTY entered into a lease(Original Lease) with Ocean Reef Club, Inc. for premises located at 2 Gatehouse Road, Monroe County, Florida for use as a Monroe County office facility having an original term of five (5) years commencing on February I, 2015 and ending January 31,2020;and WHEREAS,on February 19,2020,the COUNTY and Ocean Reef Club,Inc.entered into Amendment No. 1 to the lease (Lease Amendment)renewing the lease for a period of five years commencing on February 1, 2020 and terminating on January 31, 2025 but reducing the rent to a nominal$10 per year;and WHEREAS,the building housing the premises that were the subject of the lease between Munroe County and Ocean Reef Club, Inc. was in need of renovation and has been demolished; and WHEREAS, by operation of the terms of the Original I east., ownership of the premises that are the subject of the Original Lease has been transferred to ORCA; and WHEREAS,ORCA is constructing a new facility at 2 Gatehouse Road and the COUNTY finds that construction of a new hurricane rated facility that will provide the COUNTY with turnkey premises that will house Monroe County Building Department Office(s) serves a public purpose: and WHEREAS,COUNTY desires to contribute funding for purposes of constructing the new facility hurricane rated facility located at 2 Gatehouse Road,Monroe County,Florida; NOW,THEREFORE,in consideration of the mutual covenants and obligations contained herein, and other good and valuable consideration,the receipt and adequacy of which are hereby acknowledged,the undersigned parties agree as follows: SECTION I. The recitals contained herein are true and correct and are hereby incorporated as if fully set forth herein. SECTION 2. ORCA shall be solely responsible for the design, construction and payments to contractors and materialmen of the new facility at 2 Gatehouse Road. COUNTY'S sole obligation shall be to contribute funding towards the cost of completed construction. SECTION 3. Upon paying expenses in connection with the construction of the new facility at 2 Gatehouse Road, ORCA shall submit an invoice along with supporting documentation of the construction costs to COUNTY. COUNTY agrees to pay an amount, not to exceed, $600,000 towards the completed construction costs. Payment for expenditures permissible by law shall be made pursuant to the Florida Prompt Payment Act upon presentation of invoices with supporting documentation acceptable to the Clerk of Courts. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. SECTION 4. PUBLIC ACCESS. The COUNTY and ORCA shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control to the extent required under the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and ORCA in conjunction with this agreement; and the COUNTY shall have the right to unilaterally terminate this agreement upon violation of this provision by ORCA. SECTION 5. NON- WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768. 28, Florida-Statutes, the participation of the COUNTY and ORCA 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. SECTION 6.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. SECTION 7. INDEMNIFICATION/HOLD HARMLESS. ORCA agrees to 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 with, (A) any activity of ORCA or any of its employees, agents, contractors or other invitees during the term of this Agreement, (B) the negligence or willful misconduct of ORCA or any of its employees, agents,sub-contractors or other invitees,or (C) ORCA's default in respect of any of the obligations that it undertakes under the terms of this Agreement,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 Contractor). 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 Agreement,this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. SECTION 8. ENTIRE AGREEMENT / PARTIES BOUND. This lease contains the entire agreement between the parties hereto and all previous negotiations leading hereto and it may be modified only by an agreement in writing signed by the COUNTY and ORCA.The covenants and conditions herein contained shall apply to and bind the heirs,successors,executors,administrators and legal assigns of the parties to this agreement. SECTION 9. GOVENRING LAW,VENUE.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 ORCA agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida. SECTION 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 COUNTY and ORCA 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. SECTION 11. ATTORNEY'S FEES and COSTS. The COUNTY and ORCA 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 attomey's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party,and shall include attomey's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. SECTION 12. NONDISCRIMINATION. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this agreement automatically terminates without any further action on the part of any party,effective the date of the court order. The parties 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 VII of the Civil Rights Act of 1964(PL 88-352),which prohibit discrimination in employment on the basis of race,color, religion, sex, and national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975,as amended(42 USC§§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, §§ 523 and 527 (42 USC §§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 §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14, Article II,which prohibits discrimination on the basis of race,color, sex,religion,national origin, ancestry,sexual orientation,gender identity or expression,familial status or age;and 11)any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of,this agreement SECTION 13. MUTUAL REVIEW. This agreement has been carefully reviewed by the COUNTY and ORCA,therefore this agreement is not to be construed against either party on the basis of authorship. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. IN WITNESS WHEREOF,the parties hereto have set their hands and seal the day and year fiat written above. (SEAL}.~ BOARD OF COUNTY COMMISSIONERS Ad I EST:X*IN MADOK,CLERK OF MONROE COUNTY,FLORIDA By: C By: A 113* geg u.) Deputy Clerk Mayor Michelle Coldiron OCEAN ' EF COMMUNITY ASSOC TION,INC. ,� -'.1 Tile: OE COUNTY I Nee ED A till PEDRO J. ER ASS' 7Date 21 v n 7.0 m —<y O -n o _.