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Item C12BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY MEETING DATE: August 15, 2012 DIVISION: Public Works BULK ITEM: Yes x No DEPARTMENT: Unin. Parks & Beaches STAFF CONTACT/PHONE#: Beth Leto/292-4560 AGENDA ITEM WORDING: Approval of Amendment to Agreement with Upper Keys Community Pool, Inc. d/b/a Jacob's Aquatic Center of Key Largo to provide annual funding for operation of the pool and related facilities at Key Largo Community Park. ITEM BACKGROUND: Since October 1, 2005, the BOCC has provided funding on a pre -audit reimbursement basis for operation of the pool and related facilities at the Key Largo Community Park. The current amendment expires on September 30, 2011. PREVIOUS RELEVANT BOCC ACTION: Approval of twenty-year lease agreement on December 14, 2000, including several amendments for capital costs and utilities, as well as annual funding for operations since 2005. CONTRACT/AGREEMENT CHANGES: Continues annual funding in the amount of $180,000.00 from October 1, 2012, and continuing term indefinitely, subject to termination provisions and subject to annual appropriation of funding. STAFF RECOMMENDATION: Approval. TOTAL COST: $180,000/yr. INDIRECT COST: n/a BUDGETED: Yes X No DIFFERENCE OF LOCAL PREFERENCE: n/a Acct. 147-20531-530340 COST TO COUNTY: same SOURCE OF FUNDS: ad valol REVENUE GENERATED: Yes N x APPROVED BY: County Atty.:C�lc O /pu asing: Risk Management: 1..1.E DOCUMENTATION: INCLUDED: x NOT REQUIRED: DISPOSITION: AGENDA ITEM #: MONROE COUNTY BOARD OF COUNTY COMIVIISSIONERS CONTRACT SUMMARY Contract with: Upper Keys Community Pool, . _ . Contract # Inc. d/b/a Jacob's Aquatic Center Effective Date: of Key Largo Expiration Date 10/01/2012 until terminated Contract Purpose/Description: annual funding for operation of pool and related facilities at the Key Largo Community Park (subject to termination clause and subject to annual funding appropriation). Contract Manager: Beth Leto 4560 Public Works #1 (Name) (Ext.) (Department/Stop #) for BOCC meeting: August 15, 2012 Agenda Deadline: July 31, 2012 CONTRACT COSTS Total Dollar Value of Contract: $180,000/yr. Current Year Portion: $.0. Budgeted? Yes® No ❑ Account Code: 147-20531-530340 Grant: $ County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: $ -0- For: (Not included in dollar value above) (e.g., maintenance, i CONTRACT REVIEW Changes Date In Needed Division Director 2LYesf—I No[✓� Risk Manage ent `�' �� Yes No� O.M.B./P asing-X%)-•YesO No0 County Attorney 6 \� YesF1 NoRl Comments: Ni Reviewer Date Out Amendment to Agreement This amendment to agreement is made and entered into this day of 2012, between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida (hereinafter "County") and UPPER KEYS COMMUNITY POOL, INC, d/b/a JACOBS AQUATIC CENTER OF KEY LARGO (hereinafter "UKCP"); WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, for a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related_ facilities in accordance with_alllaws and regulations applicable -to such facilities and -operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenue to be set aside for pool operations, upkeep, maintenance and repairs, and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, the County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004, and WHEREAS, the County has provided funding for operations via lease amendments dated April 20, 2005, October 19, 2005, October 18, 2006, October 17, 2007, October 15, 2008, October 21, 2009, October 20, 2010 and October 19, 2011; NOW, THEREFORE, in consideration of the mutual covenants contained here, the parties agree as follows: L The first paragraph of Section 15 of the lease dated December 14, 2000, as amended on April 20, 2005, October 19, 2005, October 18, 2006, , October 17, 2007, October 15, 2008, October 21, 2009, October 20, 2010 and October 19, 2011, is hereby amended to read as follows: "15. Commencing October 1, 2012, and continuing indefinitely subject to the termination provisions in Section 10, the County shall pay UKCP an amount not to exceed $180,000.00, payable up to $15,000.00 per month, upon submission to the Department of Public Works of an invoice with supporting documentation acceptable to the County Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on. a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method." 2. In all other respects, the original agreement between the parties remains in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. (Seal) Attest: DANNY L. KOLHAGE, CLERK By Deputy Clerk n ess-_ fitness BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By, Mayor[Chairman UPPER KEYS COMMUNITY POOL, INC. FEDERAL ID #65-0760704 Bit,-- . President Date: / & ! / 2-- ATTACHMENT A Expense Reimbursement Requirements This document is Intended to provide basic guidelines to Human Service and Community-Based Organizations, county travelers, and contractual parties who have reimbursable expenses f associated with Monroe County business. These guidelines, as they relate to travel, are from the Monroe County Code of Ordinances and State laws and regulations. A cover letter (see Attachment B) summarizing the major line items on the reimbursable expense request needs to also contain the following notarized certified statement: "I certify that the above checks have been submitted to the vendors as noted and that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered ail -inclusive. The Clerk's Finance Department reserves the right to review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. PayroN A certified statement verifying the accuracy and authenticity of the payroll expense Is needed. If a Payroll Journal is provided, It should include: dates, employee name, salary or hourly rate, total hours worked, withholding information and payroll taxes, check number and check amount. if a Payroll Journal is not provided, the following information must be provided: pay period, check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract Is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not allowable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the County contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses will be allowable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel and Meal Expenses Travel expenses must be submitted on a State of Florida voucher for Reimbursement of Travel Expenses. Travel reimbursement requests must be submitted and will be paid in accordance with Monroe County Code of Ordinances and State laws and regulations. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda Is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor Invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip Is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax. Room service, movies, and personal telephone calls are not allowable expenses. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving from one's home to the airport for a business trip is not a reimbursable expense. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 P.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Non -allowable Expenses The following expenses are not allowable for reimbursement: capital outlay expenditures (unless Specifically Included In the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. ATTACHMENT B ORGANIZATION LETTERHEAD Monroe County Board of County Commissioners Finance Department 500 Whitehead Street Key West, FL 33040 Date The following is a summary of the expenses for of to_�, (Otion name} for the time period Check # Payee Reason Amount 101 Company A Rent 102 Company B Utilities $ X'�.XX 104 105 Employee B P/R ending 05/14/01 XXX.XX 5/28/01 (A) Total LAX= (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of County Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of Z00_ b who is personally known to me. y Notary Public Notary Stamp s ATTACHMENT C Services to be provided: (Insert a descr"'On of your organization Including a list of the services that will be provided by Your organizadon under this contract.) Upper Keys Community POOL, d/b/a Jacobs Aquatic Center, a 5010 3 corporation registered in Florida agrees to manage, maintain, promote and Program Jacobs Aquatic Centex in Key Largo, FL. Duties will include but not limited to: scheduling of the center for the public's benefit, maintain facility in compliance with all necessary laws and regulations, retain and maintain all financial records for inspection and promote a safe, drug free workplace. "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this 19th day of October, 2011, between Monroe County (hereinafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereinafter UKCP. WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005, October 19, 2005, October 18, 2006; and October 17, 2007, and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, October 18, 2006, and October 17, 2007; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: Contract - Upper Keys Community Pool r=Y122; page 1 15A. Commencing October 1, 2011, and ending September 30, 2012, County shall pay UKCP an amount not to exceed $180,000.00, payable up to $15,000.00 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Cleric to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK j BOARD OF COUNTY COMMISSIONERS OF MON E C UNTY, FLORIDA A. By Ma Chairman Upper Keys Community Pool, Inc. (Federal 1D No. 46— 0'7 &o7o4 ) in s f B ess President Contract - Upper Keys Community Pool FY722; page 2 AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this 20th day of October, ` 1 2010, between Monroe County (hereinafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereinafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005, October 19, 2005, October 18, 2006; and October 17, 2007, and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, October 18, 2006, and October 17, 2007; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: Contractlo20-%2OUpper0lo2OKeys%2OCommunity%2OPool0lo2OFY11[l]; page 1 15. Commencing October 1, 2010, and ending September 30, 2011, County shall pay UKCP an amount not to exceed $180,000.00, payable up to $15,000.00 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, shall full force and effect. 'HEREOF, the parties have set their hands and seal on the day and OLHAGE, CLERK B Deputy Clerk mi- , mg M, L• BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Upper Keys Community Pool, Inc. (Federal ID No.65-0760704) By President =v N C-) •. O ;)o z C7 Contract%20-%20Upper0lo20Keys%20Community%20Pool%20FY11 j21; page 2 no AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this 21st day of October, 2009, between Monroe County (hereinafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereinafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005, October 19, 2005, October 18, 2006; and October 17, 2007, and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, October 18, 2006, and October 17, 2007; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: contract - UKCP FY10; page 1 15. Commencing October 1, 2009, and ending September 30, 2010, County shall pay UKCP an amount not to exceed $180,000.00, payable up to $15,000.00 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, shall �fnain in full force and effect. WHEREOF, the parties have set their hands and seal on the day and L. KOLHAGE, CLERK 0 Clerk contract - UKCP FYI 0; page 2 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA B Y-je. �5 Mayor/Chairman Upper Keys Community Pool, Inc. (Federal ID No.16- 076 070-4- By ticv President MONROE COUNTY ATTORNEY APPROVED AS TO FORM: 0. • , CHRISTINE M. LIMB ERT-BARROWS Da eSStSTqT.0 NT�y ATTORNEY" nr•- } u r .•._ © n nl 0 Cl O 7-0 rri -t 3- GJ C7 c� •• Cp O AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this 15th day of October, 2008, between Monroe County (hereinafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereinafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005, October 19, 2005, October 18, 2006; and October 17, 2007, and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, October 18, 2006, and October 17, 2007; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: contract - UKCP FY09; page 1 15. Commencing October 1, 2008, and ending September 30, 2009, County shall pay UKCP an amount not to exceed $180,000.00, payable up to $15,000.00 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006, and October 17, 2007, shall .main in full force and effect. WHEREOF, the parties have set their hands and seal on the day and sn. L. KOLHAGE, CLERK Clerk c� rs �: cJ N contract - UKCP FY09; Page 2 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman Upper Keys Community Pool, Inc. (Federal ID No.�Q7(ep7p By President MONROE COUNTY ATTORNEY APPROV D AS TO FORM: aA CHRISTINE M. LIMB RT-BARROWS ASSISTA T C ff Y ATTORNEY Date AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this _&` day of kv07, between Monroe County (hereafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005, October 19, 2005, and October 18, 2006; and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006; NOW, 'THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, October 19, 2005, and October 18, 2006 is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: 15. Commencing October 1, 2007, and ending September 30, 2008, County shall pay UKCP an amount not to exceed $225,000, payable up to $18,750 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20,42005, October 19, 2005, and October 18, 2006 shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK Deputy Clerk 'Witness Witn0s BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA -- Mayor/Chairman Upper Keys Community Pool, Inc. (Federal ID No. W-11-0 70-1 By President MONROE COUNTY ATTORNEY AAROVED ,P,S TO F RMA YNTHIA L. HALL ASSISTANT COUNTY ATTORNEY Date 26 0q- C= (77' Cz, AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this Z�—day of C 2006, between Monroe County (hereafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via lease amendments dated April 20, 2005 and October 19, 2005; and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005 and October 19, 2005; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005 and October 19, 2005, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: 15. Commencing October 1, 2006, and ending September 30, 2007, County shall pay UKCP an amount not to exceed $225,000, payable up to $18,750 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005 and October 19, 2005, shall remain in full force and effect. lid WITNESS WHEREOF, the parties have set their hands and seal on the day and year.fi•rst'above written. (SEAL-). ATTEST: DANNY L. KOLHAGE, CLERK Deputy Clerk C, V'Vitness y Witness BOARD OF COUNTY COMMISSIONERS OF MONROE CO NTY, FLORIDA By Mayor/Chairm n Upper Keys Community Pool, Inc. (Federal ID No. 6 L­:- B :7-66 *d �4 ) By President C= p � � O 1-rti�-ti � Cr% O !)' C�yy MONROE COUNTY AT I�Y N A ROVED kS TO M: CD d�G NATILEENF' W CASSEL ASS15T C `Y AT"fORNEY Date 01 rn -ri CD i� Ca 73 AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this 9A i' day of OCT - 2005, between Monroe County (hereafter "County") and Upper Keys Community Pool, Inc., d/b/a Jacobs Aquatic Center of Key Largo (hereafter UKCP). WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, County has provided funding for operations via a lease amendment dated April 20, 2005; and WHEREAS, UKCP has provided and operated the pool, but requires funding for operations; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000, as amended April 20, 2005; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, as amended April 20, 2005, is hereby amended as follows: A. A new paragraph, Paragraph 15A, shall be added to read: 15. Commencing October 1, 2005, and ending September 30, 2006, County shall pay UKCP an amount not to exceed $225,000, payable up to $18,750 per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. 2. The remaining provisions of the lease dated December 14, 2000, as amended April 20, 2005, shall remain in full force and effect. WHEREOF, the parties have set their hands and seal on the day and OLHAGE, CLERK By�," 0- - Wa�J Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/Chairman Upper Keys Community Pool, Inc. (Federal ID No. fo- ©6 e6c�L F0 7A NO n ai ,r-- . i Y AI TORNE'r ROVED AS 0 SUZA NE A. HUTTON DateASSISTANT % ��A TORNEY toll o ='s .0 C-) r CR o T AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this20th day of April 2005, between Monroe County (hereafter "County") and Upper Keys Community Pool, Inc., dlb/a Jacobs Aquatic Center of Key Largo (hereafter UKCP. WHEREAS, on December 14, 2000, the parties entered into a twenty-year lease, commencing on the date of the agreement, of a parcel of land at the Key Largo Community Park; and WHEREAS, said lease obligated UKCP to provide for construction of a swimming pool and related facilities; and WHEREAS, said lease required UKCP, upon obtaining a certificate of occupancy for the pool and related facilities, to continuously maintain the pool and its water quality as well as operate the pool and related facilities in accordance with all laws and regulations applicable to such facilities and operations; and WHEREAS, said lease set forth numerous requirements which included maintenance, repairs, daily hours open to the general public, presence of trained lifeguards, and a percentage of revenues to be set aside for pool operations, upkeep, maintenance and repairs; and WHEREAS, said lease provided that the County may, but is not obligated to, appropriate revenue from any lawfully available source for construction, repair, maintenance and operations; and WHEREAS, County has provided funding for capital costs and utilities via separate contracts dated March 22, 2001, July 17, 2002, February 19, 2003, December 17, 2003, and March 17, 2004; and WHEREAS, UKCP has provided and operated the pool, but now requires additional funding; and WHEREAS, County has deemed it in the best interests of the residents and general public to provide additional monies for operations, maintenance and all other obligations imposed upon UKCP by the lease dated December 14, 2000; and WHEREAS, County has approved budget resolutions for fiscal year ending September 30, 2005; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. The lease dated December 14, 2000, is hereby amended as follows: UKCP Lease Amend. 5/2005 A. Paragraph 1 shall be amended by deleting, as of the County fiscal year ending September 30, 2005, the last sentence requiring a $10 annual rental payment. B. Anew paragraph, Paragraph 15, shall be added to read: 15. Commencing October 1, 2004, and ending September 30, 2005, County shall pay UKCP an amount not to exceed $225,000, payable per month, upon submission to the County Clerk of an invoice with supporting documentation acceptable to the Clerk to document the performance of the agreement and expenses as incurred. Payment shall be made on a reimbursement basis except for those items which UKCP specifically identifies and requests in writing be paid by the Direct Vendor method. (a) UKCP's invoice or other request for payment document must be certified through a statement signed by an officer of the organization and notarized, declaring that representations in the document are true and factual. (b) UKCP may elect to have vendors and contractors paid through the direct vendor method, upon submission of appropriate documentation as outlined above and a specific request that payment be made directly to the vendor or contractor rather than to Grantee. (c) Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. C. A new paragraph, Paragraph 16, shall be added to read: 16. UKCP shall provide to the County Office of Management and Budget monthly financial reports in summary of revenues and expenditures. UKCP shall keep such records as are necessary to document the performance of the agreement and expenses as incurred, and give access to these records at the request of the County, the State of Florida or authorized agents and representatives of said government bodies. It is the responsibility of UKCP to maintain appropriate records to insure a proper accounting of all funds and expenditures. UKCP understands that it shall be responsible for repayment of any and all audit exceptions which are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe County, the Board of County Commissioners for Monroe County, or their agents and representatives. In the event of an audit exception, the current fiscal year award or any subsequent years funding will be offset by the amount of the audit exception. In the event the funding is not renewed or supplemented in future years, the UKCP will be billed by the County for the amount of the audit exception and shall promptly repay any audit exception. UKCP Lease Amend. 5/2005 2. The remaining provisions of the lease dated December 14, 2000, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. Upper Keys Community Pool, Inc. d/b/a Jacobs Aqyatic Center of Key Largo L. KOLHAGE, CLERK Clerk r-7 UKCP Lease Amend. 5/2005 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/�ChhJ_airm n MONROE COUNTY ATTORNEY AP - VED AS T ZANN A. TON ASSISTA NTY ATTORNEY 9t8­ COMMUNITY SWIMMING POOL LEASE AGREEMENT th This Agreement is made and entered into on this the Iy- of Ce , 2000, by MONROE COUNTY, a political subdivision of the State of Florida, whose address is 5100 College Road, Stock Island, Key West, FL 33040, hereafter County, and the UPPER KEYS COMMUNITY POOL, INC., a not -for -profit corporation, whose address is 89 North Bay Harbor Drive, Key Largo, FL 33037, hereafter UKCP. WHEREAS, UKCP has received a generous donation for the construction and operation of a community swimming pool and related facilities at the Key Largo Community Park, hereafter KLCP; and WHEREAS, the County is desirous of leasing a portion of the KLCP for use as a community swimming pool and related facilities; now, therefore IN CONSIDERATION of the following mutual promises and covenants, the parties agree as follows: 1. The County hereby leases to UKCP a parcel of land located at KLCP depicted on Exhibit A (hereafter, the premises). Exhibit A is attached to, and incorporated in, this lease. The rental payment is $10.00 per year due on the anniversary date of this lease. 2. The term of this lease is 20 years commencing on the date first written above. Upon the termination of this lease, either pursuant to this paragraph or as provi:X d �Wsew�3ierOn this lease, UKCP must peacefully surrender and abandon the premises to the Co�fi'igc � c� a C7 !+ co 'rf 3. a) Within 36 months from the date first written above, UKCP nfislo usse ta%e r 3 � constructed upon the premises the swimming pool and related facilities as genefa�nfi.Wdg:tte�lon r- O A r*1 C" Exhibit S. UKCP may utilize the services of such architects, engineers, contractors an&%pp ers whom UKCP determines to be most suitable. The final location and design of the swimming pool and related facilities are subject to the approval of the County Engineer, but such approval is not intended to waive the responsibility and duty of the architect(s) and engineer(s) employed by UKCP to furnish a professionally engineered and designed high quality work product. b) During the process of construction of the swimming pool and related facilities, and thereafter, UKCP must not allow, suffer or permit any lien or encumbrance, however denominated, to be filed against the premises or any part or portion of the swimming pool or related facilities. If such a lien or encumbrance is filed, then UKCP shall immediately cause the cancellation and removal of such lien or encumbrance. Further, during the process of constructing the swimming pool and related facilities and until (a) the certificate of occupancy is issued, (b) requests for final payment have been received from all contractors in privity with UKCP showing that all their subcontractors and materialmen have been paid, and (c) a certificate of satisfaction and final payment has been received from each contractor in privity with UKCP, UKCP must keep in full force and effect construction and performance bonds in the amount of the final construction price. c) When a certificate of occupancy is issued for the swimming pool and related facilities, then title to, and ownership of, those improvements automatically vests in the County. 4. Notwithstanding subparagraph 3(c), once a certificate of occupancy has been issued for the swimming pool and related facilities, UKCP must thereafter continuously maintain the pool, and its water quality, in accordance with all applicable state laws and administrative regulations. The UKCP must also operate the pool and related facilities in accordance with all applicable state laws and administrative regulations. All permits (state or local government) necessary for the operation of the pool shall be applied for by, and shall be in the name of, UKCP. If a fine or penalty is imposed by any state or local government agency having jurisdiction over public swimming pools due to the failure of UKCP to keep and maintain the pool in conformity with state law or administrative rules, then UKCP shall be solely responsible for the payment of that fine or penalty. UKCP shall also be responsible for all other upkeep, maintenance and repairs of the premises, the pool and the pool -related facilities, including but not limited to, structural and mechanical repairs. S. a) Once the swimming pool and related facilities are complete and a certificate of occupancy issued, then UKCP must keep open the pool and facilities daily for use by the general public with trained life guard(s) on duty at all times that the pool is open. UKCP may also 2 conduct, instructional and recreational programs, but when such programs are not being conducted, the pool and facilities must be open to the general public. UKCP is authorized to charge admission fees to members of the general public desiring to use the pool and facilities and to charge fees for all instructional or recreational programs; provided, however, that fees be charged for admittance or for any instructional or recreational program, must not be differentiated based on any of the criteria set forth in (b)(1) below, nor on membership in any organization. b) In making the swimming pool and related facilities available to the general public and for instructional and recreational programs, UKCP must: 1) Not cause, suffer or permit any individual to be discriminated against on the basis of race, religion, national origin, gender, or sexual orientation; 2) Not cause, , suffer or permit any individual to be discriminated against in violation of the Americans With Disabilities Act (42 USCA 12101, et seq.). c) All revenues generated at premises, less a reasonable reserve for administrative overhead (not to exceed 5% of gross revenues), must be deposited by UKCP in a separate dedicated pool account for the operation, upkeep, maintenance and repairs of the premises, swimming pool and related facilities. d) All UKCP financial records pertaining to the premises, the swimming pool and related facilities must be kept according to generally accepted accounting principles and made available to auditors employed by the County or the state during regular business hours (Monday through Friday, 8:30 AM to 5 PM, holidays excepted). UKCP also acknowledges that all records pertaining to the premises, swimming pool and related facilities are public records under Chapter 119, F.S., and must be made available for examination and copying by any member of the public who so requests, in accordance with the provisions of Chapter 119, F.S. e) The Board of County Commissioners (BOCC) may, but is not obligated to, appropriate revenue from any lawfully available source for the construction, upkeep, maintenance, repair or operation of the swimming pool and related facilities, when so requested by UKCP. 3 6. UKCP acknowledges that the premises were purchased with funds received from the Florida Communities Trust (FCT). As a result, use of the premises is subject to the provisions of the restrictive covenants attached as Exhibit C. Exhibit C is attached to, and incorporated into, this lease. Should the FCT determine that any portion of the lease is in conflict with any term or condition of Exhibit C, or is in conflict with any relevant provision of federal or state law or administrative rule, then that determination will supersede any contrary provision of this lease to the extent of the conflict. 7. a) Before opening the swimming pool and related facilities to the public, UKCP must obtain the insurance as set forth in Exhibit D. Exhibit D is attached and made a part of this lease. b) UKCP must keep in full force and effect the insurance described in Exhibit D during the term of this lease. If the insurance policies originally purchased which meet the requirements of Exhibit D are canceled, terminated or reduced in coverage, then UKCP must immediately substitute complying policies so that no gap in coverage occurs. c) The insurance required of UKCP in this paragraph is for the protection of the County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of UKCP, its employees, agents or contractors. The insurance requirements of this paragraph are not intended to make any specific injured member of the general public a third party beneficiary under this lease. No failure by the County to enforce this paragraph shall constitute a breach of any duty or obligation owed to any specific member of the general public, nor shall it subject the County to liability to a specific member of the general public or his/her dependents, estate or heirs. 8. UKCP is liable for and must fully defend, release, discharge, indemnify and hold harmless the County, the members of the County Commission, County officers and employees, and County agents and contractors, from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type including without limitation investigation and witness costs and attorneys' fees and costs, that arise out of or are attributable to UKCP's actions 4 and operation undertaken pursuant to this lease; excluding, however, any claims, demands, damages, liabilities, actions, causes of action, losses, costs and expenses that are solely the result of negligence of the County. UKCP's purchase of the insurance required in paragraph 7 and Exhibit D does not release or vitiate its obligations under this paragraph. 9. a) Subject to subparagraph 9(b), UKCP may contractually provide for the performance of specific duties and obligations under this lease by persons who, in UKCP's judgment, are professionally qualified to perform such duties or obligations. No such contract will operate to waive or relieve UKCP from those duties and obligations, nor shall any consequent liability for the failure to perform any of those duties and obligations be deemed waived, absent a written waiver approved by the BOCC. b) UKCP may subcontract with a not -for -profit entity for the operation of the swimming pool and related facilities. Any such contract is subject to the approval of the BOCC and the FCT, which may impose such conditions as it or they deem necessary to serve the public or to protect the rights of FCT bondholders. At a minimum the contract must contain provisions similar to the ones in this lease regarding: 1. restrictions on the use of revenue generated at the premises; 2. the prohibition of differential fees based on membership; 3. presence of lifeguards; 4. nondiscrimination; 5. assurances that the pool and facilities will be kept open and available to the general public when not in use by instructional or recreational programs; 6. audits and record keeping; 7. insurance. Any operational contract entered into by UKCP will not operate to waive or relieve UKCP from its duties and obligations, nor from any consequent liability for failure to perform operational duties satisfactorily, absent a written waiver approved by UKCP and the BOCC. 10. a) The County may terminate this lease for cause if UKCP fails to comply with its obligations under this lease. Before the County may terminate this lease, it must give UKCP written notice of the default stating that, if the default is not cured within 15 days from the date of the notice, then the County will terminate this lease. Termination under this subparagraph 5 does not relieve UKCP from whatever damages the County may have suffered because of UKCP's default. b) The County may terminate this lease without cause if, after the date first written above, the BOCC determines that the economics of the construction of the pool and related facilities, or the on -going operation and maintenance, would require an annual expenditure of tax revenue or an annual expenditure of tax revenue in an amount the BOCC determines is imprudent. If this lease is terminated under this subparagraph, then neither party will have further obligation, duty or liability with respect to the other. c) Notwithstanding anything to the contrary in subparagraph 10(a), the County Administrator may order the swimming pool and related facilities closed immediately if he determines that a condition has arisen, whether caused by UKCP's failure to perform or by an external event beyond UKCP's control, that threatens the health or safety of the public. The County Administrator may order the swimming pool and related facilities closed until such time as the condition is corrected. 11. This lease is governed by the laws of the State of Florida. Venue for any litigation arising under this Agreement must be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to recover its reasonable fair market value attorney fees and costs. 12. This lease has been carefully reviewed by UKCP and the County after input from both parties. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 13. Notices as provided for in this Agreement, unless otherwise specified, must be sent by certified mail as follows: TO COUNTY County Administrator Public Service Building 5100 College Road Key West, FL 33040 TO UKCP Tim Bricker 89 North Bay Harbor Drive Key Largo, FL 33037 E. 14. This lease is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This lease cannot be modified or replaced except by another written and signed agreement. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF ONROE COUNTY, FLORIDA Ma /Ch3i.rman (SEAL) f UPPER KEYS COMMUNITY POOL, INC. ATTEST. By By. 1+�� Title acj '�:2 y Title jdleaseUKCP J APPROVED AS TO FORM A t� 0 ROBERT N. IF DATE O 7