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Item F17
F17 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5 Michelle Lincoln,District 2 James K.Scholl,District 3 m' David Rice,District 4 Board of County Commissioners Meeting November 8, 2023 Agenda Item Number: F17 2023-1099 BULK ITEM: Yes DEPARTMENT: Facilities Maintenance TIME APPROXIMATE: STAFF CONTACT: Willie Desantis N/A AGENDA ITEM WORDING: Approval of a 20 year Lease Agreement with Key West Art and Historical Society, Inc. (KWAHS) for the East Martello and the required implementing Resolution. The lease updates all terms and conditions and includes renewal provisions under terms and conditions subject to the approval of the Board of County Commissioners. ITEM BACKGROUND: The Key West Art and Historical Society, Inc. (KWAHS) leases Fort East Martello from the County under an original Lease dated April 8, 1998. The Lease provides for use of the premises as a historical museum and art gallery. Fundraising activities give KWAHS the ability to raise revenue needed for routine maintenance on the property and potential capital improvements. The original Lease term was for twenty (20)years, and it expired on April 7, 2018.A First Amendment was approved on August 20, 2014, allowing fundraising activities by KWAHS. On March 21, 2018, the BOCC approved a Second Amendment for an extension of the initial term on a month-to-month basis while a new lease was negotiated and increased the insurance requirements. KWAHS has proven to be a good steward of the Fort East Martello property and desires to extend its Lease. Fla. Stat. Sec. 125.38 would permit the County to enter into a new lease with KWAHS without the need to advertise seeking any other potential tenants if the property is not needed for other County purposes. Pursuant to Fla. Stat. Sec. 125.38, the BOCC must approve a Resolution setting forth findings as to the purpose for the use, the price or rent, and that KWAHS has requested such use. KWAHS has made a request to continue its use of the Fort East Martello property. The parties have now negotiated a new Lease for an initial term of twenty (20) years commencing December 1, 2023, and terminating November 30, 2043, which also provides for four (4) optional five-year renewals under terms and conditions agreed upon at that time. The rental amount will be $1.00 per year with the initial twenty years' rental amount due upon execution and delivery of the Lease. KWAHS will be responsible for routine maintenance, with the County retaining its discretion to also do maintenance, restoration or repairs, and both the County and KWAHS may make capital improvements pursuant to the terms of the 1024 Lease. Any particular fundraising efforts or grants awarded to KWAHS for an identified capital improvement project must be placed into a restricted account for use only at this location and for that specific purpose. KWAHS will be required to update the BOCC in November annually as to the condition of the property, its improvement projects, programming, report on its revenue and expenses, and other such information. The new Lease also updates County terms and laws, insurance requirements, historic property considerations, and other such provisions. Staff seeks approval of the new multi-year Lease Agreement with KWAHS and approval of the accompanying Resolution pursuant to Fla. Stat. Sec. 125.38. PREVIOUS RELEVANT BOCC ACTION: March 21, 2018 BOCC approved the Second Amendment on an extension of the lease on a month- to-month basis pending the negotiations and execution of a of a new multi-year lease and revised insurance requirements. August 20, 2014 BOCC approved the First Amendment to allow fundraising activities by KWAHS. August 8, 2000 Quitclaim Deed from the United States of America, acting by the Secretary of the Navy, Southern Division, Naval Facilities Engineering Command as Grantor to the Monroe County Board of County Commissioners as Grantee, which conveyed the East Martello Battery property to the County. April 8, 1998 BOCC approved the original Lease for a twenty (20) year term commencing April 8, 1998, and terminating on April 7, 2018. CONTRACT/AGREEMENT CHANGES: New multi-year Lease for the property. Lessee will be responsible for maintenance and capital improvements with annual reporting requirements. County at its discretion may also provide for maintenance, repairs, and capital improvements. STAFF RECOMMENDATION: Approval DOCUMENTATION: SOLUTION 11-8-23 (final legal sta ped).pdf 11-19-2022 to 11-19-2023-Key West Art Historical- COI-Exec.pdf 2nd Amendment 03_21_2018_Month to Month_East Martello-Exec.pdf 082014_Amendment to Lease Agreement_Exec_Item C-25.pdf 10-18-2000_E Martello_Quitclaim Deed.pdf Lease-04-08-1998.pdf LEASE AGREEMENT - East Martello - KWAHS (rev final with exhibits for 11-8-23 legal stamped).pdf FINANCIAL IMPACT: Effective Date: December 1, 2023 Expiration Date: November 30, 2043 1025 Total Dollar Value of Contract: $20.00 for initial twenty-year term Total Cost to County: N/A Current Year Portion: N/A Budgeted: Yes Source of Funds: CPI: No Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Yes If yes, amount: $1.00/year Grant: N/A County Match: Insurance Required: Yes— COI provided Additional Details: There is an initial 20-year term at a rental amount of$1.00 per year, with the full amount of$20.00 to be paid upon execution and delivery of the Lease. The Lease provides for four (4) optional renewal terms of five (5)years each upon terms and conditions to be agreed upon at that time. 1026 RESOLUTION NO. -2023 A RESOLUTION BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, APPROVING A TWENTY (20) YEAR LEASE AGREEMENT BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA,AND THE KEY WEST ART AND HISTORICAL SOCIETY,INC. ("KWAHS"),A NOT FOR PROFIT ORGANIZATION, TO ENTER INTO A NEW LEASE OF COUNTY-OWNED LAND, LOCATED AT 3501 SOUTH ROOSEVELT BLVD., KEY WEST, FLORIDA, TO PROVIDE A MUSEUM AND ART GALLERY AND RELATED ACTIVITIES FOR THE LOCAL COMMUNITY AT THE FORT EAST MARTELLO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 125.38,Florida Statutes,authorizes not for profit organizations organized for the purposes of promoting community interest and welfare who desire the use of real property owned by the County or its board of county commissioners that is not needed for other County purposes, to apply to the board of county commissioners to lease such property; and WHEREAS,if the Board is satisfied the desired property is required for such use and is not needed for other purposes,the County may,by a duly adopted resolution of the Board, lease the property to the not for profit organization at a fixed price,whether nominal or otherwise,regardless of the value of the property, with no advertisement required; and WHEREAS, pursuant to the Fla. Stat., Sec. 125.38, the adopted resolution must recite the fact that an application has been made,the purpose for which the leased property is to be used,the rent and terms of the lease; and WHEREAS, in February 1965,the Key West Art and Historical Society,Inc.,was officially incorporated as a Florida not for profit organization with a current mission to preserve the culture of the Florida Keys through exhibiting and displaying regional art, architecture and history for the purpose of educating the community and visiting public; and WHEREAS, the County owns the premises described as 3501 South Roosevelt Blvd., Key West, Monroe County, Florida 33040, located on the outskirt of the Key West International Airport, with said property known as Fort East Martello, ("Property"), after having acquired said Property from the United States of America on August 8, 2000; and WHEREAS,the County and KWAHS entered into a Lease Agreement dated April 8, 1998, ("Original Lease") for a twenty (20) year initial lease term commencing on April 8, 1998, and terminating on April 7, 2018, at an annual rental fee of One and 00/100 ($1.00) Dollar, and the KWAHS has been operating under that Original Lease since April 8, 1998; and WHEREAS, on August 20, 2014, the County approved an Amendment to the Lease Agreement which allowed the KWAHS to conduct fundraising activities on the Property; and 1 1027 WHEREAS, on March 21, 2018, the County approved a Second Amendment to the Lease Agreement to extend the term of the Lease on a month-to-month basis pending negotiations for a new Lease and to revise the insurance requirements; and WHEREAS, KWAHS operates Fort East Martello as a historical museum and art gallery and provides events for the community and visitors to Monroe County to educate them on the history of the Fort East Martello and Monroe County and to conduct fundraising activities to preserve the Property; and WHEREAS,the KWAHS, as a not for profit organization, has access and is able to receive grants from available programs, including the Monroe County Tourist Development Council, to assist the organization in providing funds for its operations, repairs, maintenance, upkeep, capital improvements, and other museum amenities and programs; and WHEREAS, the KWAHS desires to continue its lease of the Property for its delivery of services and programming at the Fort East Martello facilities so it may continue to provide a safe recreational environment for the residents and visitors of the historical museum and art gallery and to apply for appropriate grant funding to assist in continued maintenance and repairs and in providing its services,programming, and other amenities; and WHEREAS, the County and KWAHS desire to enter into this new lease term for an initial twenty (20)year term commencing December 1, 2023, and terminating on November 30, 2043, at an annual rental fee of One and 00/100 ($1.00) Dollar; and WHEREAS,the Lease provides for an option to renew the Lease after the original term for four(4) additional periods of five (5)years each under the terms and conditions to be agreed upon at the time of renewal; and WHEREAS, the Property located at 3501 South Roosevelt Blvd., Key West, Florida, is owned by the County and is not needed for other County purposes at this time; and WHEREAS, it is the desire of the Board to enter into another lease of the County-owned Property located at 3501 South Roosevelt Blvd., Key West, Florida,which is not currently needed for other County purposes,to KWAHS to provide its continued operation of the historical museum and art gallery and other related amenities in order to deliver its services and programming and provide a safe recreational environment for the Key West community; and WHEREAS, the Lease Agreement, attached hereto and made a part of this Resolution as "Exhibit A", enters into a new lease of the Property located at 3501 South Roosevelt Blvd., Key West, Florida, to KWAHS for an initial period of twenty (20) years at the rental rate of One and 00/100 ($1.00) Dollar annually, commencing December 1, 2023, and terminating on November 30, 2043, unless earlier terminated. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: Section 1. The Board hereby adopts the foregoing as findings of fact. 2 1028 Section 2. The Board approves the Lease Agreement between the Board of County Commissioners of Monroe County, Florida, and the Key West Art and Historical Society, Inc., attached hereto and made a part of this Resolution as "Exhibit A", to provide an initial twenty (20)year term with the term to commence December 1,2023, and terminate on November 30, 2043, at an annual rental fee of One and 00/100 ($1.00)Dollar, allowing for four(4) additional renewal periods of five (5)years each, and allowing the not for profit organization to continue to provide services and programming at Fort East Martello and related facilities for the citizens of Monroe County and visitors to the Key West community. Section 3. The Board hereby directs the Clerk to transmit a certified copy of this Resolution upon its approval to Michael F. Gieda, Executive Director, Key West Art and Historical Society, Inc., 281 Front Street, Key West, Florida 33040. Section 4. This resolution shall become effective upon adoption. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida at a regular meeting held on the 81h day of November, 2023. Mayor Craig Cates Mayor Pro Tem Holly Merrill Raschein Commissioner Michelle Lincoln Commissioner James K. Scholl Commissioner David Rice (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor Craig Cates MONROE COLATYATT+ R` Y'S OFFICE PwIA T,Er 3 1029 EXHIBIT "A" Lease Agreement 4 1030 KEYWEST-29 REGANL DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 3/31/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CO NTT CT Linda Regan Insurance Office of America PHONE FAX 13361 Overseas Highway (A/C,No,Ext): (305)537-2782 (A/C,No): Marathon,FL 33060 E-MAIL Linda.Regan@ioausa.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company of Connecticut 25682 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Key West Art&Historical Society Inc INSURER C: 281 Front Street INSURER D: Key West,FL 33040 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDDIYYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 6607396H097 11/19/2022 11/19/2023 DAMAGE TO RENTED 300 000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PELT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO X 6607396HO97 11/19/2022 11/19/2023 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) ccident $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE CUP2061YO81 11/19/2022 11/19/2023 AGGREGATE $ DED X RETENTION$ 5,000 $ 1,000,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board of County Commissioners is additional insured as respects general liability and business auto. :A By 3 .31 . 23 CERTIFICATE HOLDER CANCELLATION WAIM WA- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Monroe County BOCC 1100 Simonton St Key West FL 33040 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights res-_— The ACORD name and logo are registered marks of ACORD 1031 GJ�1 C°UR"c o: Kevin Madok, CPA .. .... Clerk of the Circuit Court& Comptroller— Monroe Count Florida •ROE COUNT. Y1 DATE: October 26, 2018 TO: Alice Stervou Contract Monitor FROM: Pamela G. Hancock, D.C. SUBJECT: March 21" BOCC Meeting Attached is an electronic copy of Item C11, Second Amendment to Lease Agreement with the Key West Art and Historical Society for its lease of East Martello to extend the current term on a month- to-month basis and increase the insurance requirements, pending execution of a new multi-year lease for the property and updating all terms and conditions, for your handling. Should you have any questions,please feel free to contact me at ext. 3550. Thank you. cc: Facilities Supen isor 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,Florid? limn 305-294-4641 305-289-6027 305-852-7145 305-852-7145 1 032 SECOND AMENDMENT TO LEASE AGREEMENT KEY WEST ART AND HISTORICAL SOCIETY MONROECOUNTY THIS AMENDMENT (hereafter Amendment) is made and entered into this 21`h day of March, 2018, by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040 (hereinafter "COUNTY" or "LESSOR"), and Key West Art and Historical Society, a non-profit corporation organized and existing under the laws of the State of Florida, whose address is 3501 S. Roosevelt Blvd., Key West,FL 33040(hereinafter"TENANT"or"LESSEE"). WHEREAS,on the 81h day of April 1998, the LESSEE and the COUNTY entered in to a twenty (20) year lease (hereinafter "Original Lease") for the premises known as the East Martello Tower; and WHEREAS, under the terms of the Original Lease LESSEE is required to maintain insurance on the premises and pay for any and all charges for ordinary maintenance and care of the premises; and WHEREAS, the term of the Original Lease expires on April 7, 2018, and LESSEE has requested anew Lease with the COUNTY for an additional multi-year term; WHEREAS, the COUNTY pursuant to Fla. Stat. Sec. 125.38 may enter into a lease of County owned property with a not-for-profit organization, which is organized for the purposes of promoting community interest and welfare, and the property is not needed for County purposes; and WHEREAS, the COUNTY and LESSEE now desire to amend Exhibit "B" to the Original Lease to provide for the current insurance and hold harmless and indemnification requirements; and WHEREAS, the COUNTY and LESSEE now desire to enter into a new Lease of the East Martello Tower property and are in negotiations to finalize the terms of a new Lease to include, but not limited to,current laws and regulations, updated insurance requirements,historic property considerations,and other such terms and conditions; and WHEREAS, the parties now desire to extend the current term of the Original Lease, as amended, on a month-to-month basis, pending the execution of a new multi-year Lease for the property; NOW, THEREFORE, IN CONSIDERATION of the premises and of the mutual covenants and agreements herein contained, and other valuable considerations, the parties agree as follows: 1 1033 SECTION 1. The Original Lease is amended to reflect that upon the expiration of the Original Lease on April 7, 2018, that the term of the Lease shall be extended to continue on a month-to- month basis until the execution of a new Lease by all parties. SECTION 2. Paragraph 2 f. of the Original Lease, as amended, is hereby amended to read as follows: 2. It is further understood and agreed by and between the LESSOR and LESSEE that the LESSEE will: f. During the extended term of this lease take out the necessary liability automobile, and workers' compensation insurance described in "Revised Exhibit B", which is attached and incorporated into this Lease Agreement to save and keep the LESSOR harmless against any and all liability resulting from injuries to person or property on or about the ]eased premises by reason of its occupancy or use thereof. SECTION 3. In all other respects, the Original Lease dated April 8, 1998, and the Amendment to Lease Agreement dated August 20, 2014, not inconsistent herewith, remain in full force and �Et.0 ��-iN a SS WHEREOF, each party has caused this Second Amendment to Lease to be exec tppTT(t(d ` , y authorized representative. L (SE ) A— BOARD OF COUNTY COMMISSIONERS ATT IN MADOK,CLERK OF MONROE COUNTY,FLORIDA LESSOR BY: Deputy Clerk Mayor/Ch ersonC. 3: : f; (CORPORATE SEAL) KEY WEST ART AND HISTbWAL "'+ ► ATTEST: SOCIETY, INC. _�-3' ay.- LESSEE „ L ._ Print Nam Print Name: Kk C yk AF-1, t= Ch.lF,IINA Witness (� l g Title: C 1cEC urt1V>✓ 1�u2 mac, tp Date: MONROE COUNTY ATTORNEY'S OFFICE PPRO{ED AS TO O M t PATRICIA EABLES Zy✓� ASSISTANT CO NTY ORNEY I d+ 2 WE: 1034 "REVISED EXHIBIT B" 3 1035 2018 Edition General Insurance Requirements for Organ izations/1 n d ivid uals Leasing County-Owned Property Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its concessionaire operations,the Organization/individual shall obtain,at his/her own expense, insurance as specified in the attached schedules,which are made part of this leaselrental agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire term of this lease/rental agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The Organiation/Individual will be held responsible for all deductibles and self insured retentions that may be contained in the Organization/Individual's Insurance policies. The Organization/Individual shall provide,to the County, as satisfactory evidence of the required insurance,either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole-option, has the right to request a certified copy of any or al I insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation,non-renewal,material change, or reduction in coverage unless a minimum of thirty(30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Organ ization/Indiv idual's insurance shall not be construed as relieving the Organization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as"Loss Payee"with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled"Request for Waiver of Insurance Requirements"and approved by Monroe County Risk Management. Administrative Instruction 7500.7 28 1036 2019 Edition ALL RISK PROPERTY INSURANCE REQUIREMENTS FOR LEASES/RENTALS OF COUNTY-OWNED PROPERTY FOR CONTRACT BETWEEN MONROE COUNTY,FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall obtain All Risk Property Insurance (to include the perils of Flood and Wind) with limits no less than the Replacement Cost Value of the property leased or rented. Coverage shall be maintained throughout the Iife of the Lease/Rental Agreement and include,as a minimum, liability coverage for: Fire Lightning Vandalism Sprinkler Leakage Sinkhole Collapse Falling Objects Windstorm Smoke Exi3losion Civil Commotion Aircraft and Vehicle Damage Flood The Monroe County Board of County Commissioners will be named as Additional Insured and Loss Payee on all policies issued to satisfy the above requirements. Administrative Instruction 7500.7 29 1037 2018 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR LEASE/RENTAL OF PROPERTY OWNED BY THE COUNTY FOR CONTRACT BETWEEN MONROE COUNTY,FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement,the Organization/Individual shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include,as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Fire Legal Liability(with limits equal to the fair market value of the leased property.) The minimum limits acceptable is: $1,000,000 Combined Single Limit(CSL) An Occurrence Form policy is preferred. if coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve (12)months following the termination of the Lease/Rental Agreement. The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. Administrative Instruction 7500.7 30 1038 2018 Edition BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR LEASES/RENTALS OF COUNTY-OWNED PROPERTY FOR CONTRACT BETWEEN MONROE COUNTY,FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall purchase Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the Lease/Rental Agreement and include,as a minimum, liability coverage for: • Owned,Non-Owned,and Hired Vehicles • Physical Damage Protection(if the leased property is a County-owned vehicle) The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) ACV for Physical Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. In addition, if the lease/rental agreement involves County-owned vehicles, the Monroe County Board of County Commissioners will be named as "Loss Payee" with respect to the physical damage protection. Administrotivc Instruction 7500.7 31 1039 2018 Edition WORKERS'COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY,FLORIDA AND Prior to the commencement of work governed by this contract,the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440,Florida Statutes. In addition,the Contractor will obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $100,000 Bodily Injury by Disease,each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the State of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. 1 WC1 Administrative Instruction 7500.7 87 1040 7018 Edition Indemnification,Hold Harmless and Defense for Organ izations/Individuals Leasing County-Owned Property The Organization/Individual covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners,and its elected and appointed officers,officials, agents, servants,and employees from any and all claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalities, and expenses (including attorney's fees)which arise out of,in connection with,or by reason of the Organization/Individual utilizing the property governed by this lease/rental agreement.The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. PROP Administrative Instruction 7500.7 102 1041 y-1 KEYWEST-29 CAPWELLC ,d►Co02�' CERTIFICATE OF LIABILITY INSURANCE DATE 1012 312 0 1 YY) � 10/23/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Jolene Allen NAME: Johnsons Insurance Agency a Division of IOA PHONE FAX 13361 Overseas Hwy (A/C,No,Ext): (A/C,No): Marathon,FL 33050 ADDARESS,Jolene.Allen@ioausa.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers INSURED INSURER B, Key West Art&Historical INSURER C: 281 Front Street INSURER D: Key West,FL 33040 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDD/YYYY W MM/DDIYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR X 16607396H097PHX17 11/19/2017 11/19/2018 PREMISES Eaoccurr occurrence) $ 100,000 MED EXP(Any oneperson) $ 6,000 PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY jE LOC PRODUCTS-COMP/OP AGG S 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COa soi.NED rISINGLE LIMIT $ 1,000��� ANY AUTO X 16607396HO97PHX17 11/1912017 11/19/2018 BODILY INJURY Perperson) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X AUTOS ONLY X AUUTOS ONLY (Per PROPERTY tDAMAGE $ S UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AF QED Y K T AGGREGATE $ DED RETENTIONS I $ WORKERS COMPENSATION BY I V I PER OER EMPLOYERS'LIABILITY Y/N _ U ANY PROPRIETORIPARTIJER/EXECUTIVE E.L.EACH ACCIDENT S OFFICER/MEMBE EXCLUDED? N/A �� (Mandatory in NH) WAIVER �� Y�'s,,,�� E.L.DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) East Martello Location,3501 S.Roosevelt Blvd.,Key West FL 33040 When required by written contract Blanket Additional Insured applies as respects:General Liability on a primary and non-contributory basis for ongoing and completed operations per form CG D1 86 11 03;and for Automobile Liability on a primary and non-contributory basis per CG D1 86 11 03. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Monroe County Board of County Commissoners 1100 Simonton Street f IKey West FL 33040 ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1042 2015 Ulm MONROE COUNTY,FLORIDA Request For Waiver of Insurance Requirements It is requested that the insurance requirements,as specified in the Counq's Schedule ol'insurance Requirements,be waived or modified on the follusNing contract. Contractor, yW i �4�". `� L `L4L 6C_t61%j w.... Contract for. Address of Contractor: uVu Scope of Norm: Reason for Waiver t. ormodilicntion: -1\S-L_"--'� _'_n��__ C� 0.�FY t'S5'r� 1 Wv'\ tVA t,� Cbv�it1� J . _ _ Policies or Coverages Waiver uviII apply to: signature of Contractor .., Approved 7`_ A Not Approved _ ... _ v. Risk Manneement Late: - 1 County Adnsinistrptor;appeal: Approved: � � Not Approved, Date: Board of County Commissioners appeal: Approvers: Not Approved: Meeting Date: Administrmth c ltistruction 75t20.5 113 K�iii-i7EiT, ART AND 111STORIC,"d, SOCIFTY NR)NR(qxxxjNry FINS AMENDNEST (hemancr AnwInem) is madC Mid entered into this 20 day of Aug um. 2014, by and bommen Ndonnse (AwAy. a rx&Q! SUbdiviskon ofthe of'E'lcr16da, wh(,,)sc addre,ss is � I(H) Sinumhm StmeL Key Wem FL, 33040 Oicreinalber 'ITAWFY- m -INSSOR7), and 14,ey West Art and lHmor�c,,.fl a non-,profit corporation orgarazed under and c,.�),Js1fing under the [a%,vs of the �,'Oate of Fkwida., whose address is 3501 S, [6x),,;cw61t Lflvd- 1�ey, Wcst, F[, 30,40 (hereinafter ""11,NaAN't- or '1,FSS1,T,"), W11EREAS, on the 80 da,y of A PHI 1998. dw [ASSFE and The am wry =nx! in to an 20 yc ar Icase, (hercill""Ifter Original Lem) Rw Ow pmndws known the L,,ast WliEREAS. under the tc!rnn of dw W&M Imse [OSSEE is requRd h) maintain insurance on thc prem�ses aind pay NY any and aH chairgt�s k:w orchnary, rnainwmince and ca,rc, of the pnn"m% mul WEEREAS, [ISSI& dedws to hold WWOg twems (m 1he premises to generate 0m," Rmds rapimd R) meo thm oblipaions under the tennis of Chc� Origimal Lease-, and WiEREAS, We (hioiwl Lemw is silent as uw I ESS117s WHty to hog WkWrig cvmAs (m Ow prerniscs: and WtIF'REAS, thc CT)UNTY tris no objeckon us Me I ESSEF holdbW Whaking evrnu; on d'w prewnises and the rmrdes deske to uploc Aw leme to allow LFSSFT, to hod ,,t fundmising (,.,vcrns, no". therefore, IN CONSIDERATION of the prmiscs and of the nuawd unwwas and apvcmenm hewW conudned. and cal-wr vduatfle, co maid. the pamRs agme as Rdhmm 'I he original 'agn"mrmo is aincnded to add paragnWh -1 F and shidp read as (cu15sw 11, Upon "Atwn approval Awn the Director of.Airp(mrs or fd; dcsig�nec 1+",SSF,F,' inn,,iy Ilncrld finchnising,events on the [nundsem To ('4m.,ain appmaL I ESSEE shalh submN a paqxmal no Imer than :9) days lWor U) the 11imbaising evera.11c prop�,,)sai sh,,,,ffl provide a descripflon of the evem and an emhnwe or the nunber or auendees expecwd at die everiL The Impmal shad! odso achiress parking. Valfic ccmorol and security UedS, LAIld il)Ckh,le 16t, provuding for these necds. Fbe (It YNTY W review the proposal and, ai roar discrcOon, nuaya 61% appme oir the event in wruting, 1044 SFC711,0511.11 In A other respects. dic orighn ! agmenwl dawd ApHl 9. 1998 n(A incorudsteM hcrew�th, shall remain �n fifll km,,�� and c1lect, IN, W111,11?f"011" each hc,,rcto has, caused this yreclIhIlt u0 IV ill P'lloc b; itS dLll" ,HlthM'iZCd IM A R D F CO U'P,A A' M Nl IS S I N F'R S 04,Y" I I FA NV I I A A T F It K OF MONIZCM,,, CX'A JN�l Y, FLORMA I" I? Yt, Deputy Clerk, Mayor 14�11PIIY Date, (CORPORNFE ATTFSO K I Y-40 A Rl' A N D f I I S'['OR ICAL SC)CI F''I Y BY 13�y Witness M i F. (heda. I Accudve Ddector, Date ................... VV" ,o ON I 2 1045 QUITCLAIM DEED STATE OF FLORIDA ) COUNTY OF MONROE ) I. THIS QUITCLAIM DEED, made this the day of&8 0 5 E, 2000, between the UNITED STATES OF AMERICA, also referred to as the Government, acting by and through the Secretary of the Navy, Southern Division,Naval Facilities Engineering Command, under and pursuant to the powers and authority of Article 4, Section 3, Clause 2 of the Constitution of the United States, and pursuant to provisions of the Federal Property and Administrative Services Act of 1949, approved June 30, 1949, (63 Stat.377), as amended, and 49 U.S.C. Sections 47151 -47153 (formally known as the Surplus Property Act of 1944 (58 Stat. 765), as amended), a delegation from the Administrator of General Services to the Secretary of Defense and subsequent delegation to the Secretary of the Navy, and regulations and orders promulgated thereunder, party of the first part, as GRANTOR, and Monroe County Board of County Commissioners, as GRANTEE, a public agency created, operated, and existing under and by virtue of the laws of the State of Florida, and designated by the State of Florida as the public agency to operate, maintain and develop public airports. II. WITNESSETH, for and in consideration of the assumption by the GRANTEE of all the obligations and the GRANTEE's covenant to abide by and agreement to take the Property subject to all terms, reservations, restrictions, conditions and covenants, all as set out in this Quitclaim Deed (hereinafter referred to as the Deed), the GRANTOR has released and quitclaimed to the GRANTEE, its successors and assigns, without warranty, express or implied, under and subject to the obligations,terms, reservations, restrictions, conditions, and covenants, all as hereinafter expressed and set out, all right, title, interest, claim, and demand which the GRANTOR has in and to that certain Property situated, lying and being in the County of Monroe, in the State of Florida, formerly known as East Martello Battery,Naval Air Station, Key West, Florida, and described in detail in EXHIBIT "A" hereof, for the use stated therein (hereinafter referred to as the "Property"), including a non-exclusive use ingress and egress easement to the Property over Government Road. III. WHEREAS, all the Property hereby conveyed has heretofore been declared surplus to the needs of the UNITED STATES OF AMERICA, is presently under the jurisdiction of the Secretary of the Navy, is available for disposal and its disposal has been heretofore authorized by the Secretary of the Navy, acting pursuant to the above referred to laws, regulations and orders. IV. TO HAVE AND TO HOLD the same, together with all and singular the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title, interest or claim 1 1046 whatsoever of the GRANTOR, either in law or in equity and subject to the terms, reservations, restrictions, covenants, and conditions set forth in this Deed, to the only proper use, benefit and behalf of the GRANTEE, its successors and assigns forever; and subject to all existing easements and rights-of-way for roads, highways,pipeline and public utilities, if any, whether of public record or not. V. NOW THEREFORE, by the acceptance of this Deed or any rights hereunder,the GRANTEE, for itself, its successors and assigns, agrees that the transfer of all the Property transferred by this Deed is accepted subject to the following terms, restrictions, reservations, covenants, and conditions set forth in subparagraphs (A) and(B) of this paragraph, which shall run with the land, provided that the Property, both real and personal, transferred hereby may be successively transferred only with the proviso that any such subsequent transferee assumes all of the obligations upon the GRANTEE by the provisions of this Deed with respect to the Property being transferred. A. That, except as provided in subparagraph(A) of numbered paragraph VI, the Property transferred by this Deed shall be used for public airport purposes for the use and benefit of the public, on fair and reasonable terms and without unjust discrimination and without grant or exercise of any exclusive right for use of the Airport within the meaning of the term "exclusive right" as used in subparagraph(C)of the numbered paragraph VI. As used in this Deed, the term "Airport" shall be deemed to include all land easements, buildings, facilities, structures improvements and equipment(both real and personal), including revenues and proceeds derived therefrom, used for public airport purposes. B. That, except as provided in subparagraph(A) of the numbered paragraph VI, the entire landing area, as defined in 49 U.S.C. Section 40102(a)(28), formally known as Section 101 of the Federal Aviation Act of 1958,as amended, and Federal Aviation Regulations pertaining thereto, and all structures, improvements, buildings, facilities and equipment in which this Deed transfers any interest, shall be maintained for the use and benefit of the public at all times in safe and serviceable condition, to assure its efficient operation and use,provided, however,that such maintenance shall be required as to structures, buildings, improvements, facilities and equipment only during the useful life thereof, as determined by the Secretary of the U.S. Department of Transportation, acting by and through the Administrator of the Federal Aviation Administration, or his/her successor in function, (hereinafter referred to as FAA). In the event materials are required to rehabilitate or repair certain of the aforementioned structures, improvements, facilities, buildings or equipment, they may be procured by demolition of other structures, improvements, buildings, facilities or equipment transferred hereby and located on the above land which have outlived their use as Airport Property in the opinion of the FAA. VI. FURTHER, by the acceptance of this Deed or any rights hereunder, the GRANTEE for itself, its successors and assigns, also assumes the obligation of, covenants to abide by and agree to, and this transfer is made subject to, the following terms, conditions, covenants, reservations and restrictions set forth in subparagraphs (A)to (T), inclusive, of this paragraph, which shall run with the land: Provided, that the Property transferred hereby may be successively transferred 2 1047 only with the proviso that any such subsequent transferee assumes all the obligations imposed upon the GRANTEE by the provisions of this Deed. A. That no Property transferred by this Deed shall be used, leased, sold, salvaged, or disposed of by the GRANTEE for other than Airport purposes without the written consent of the FAA,which consent shall be granted only if the FAA determines that the Property can be used, leased, sold, salvaged, or disposed of for other than Airport purposes without materially and adversely affecting the development, improvement, operation, or maintenance of the Airport at which such Property is located pursuant to 49 U.S.C. 47151-47153, formally known as the Surplus Property Act of 1944, as amended. B. Property transferred for the development, improvement, operation or maintenance of the Airport shall be used and maintained for the use and benefit of the public on fair and reasonable terms, without unjust discrimination and without grant or exercise of any exclusive right for use of the Airport within the meaning of the term"exclusive right'as used in subparagraph C of this paragraph. In furtherance of this covenant (but without limiting its general applicability and effect)the GRANTEE specifically agrees (1) That it will keep the Airport available as an airport for public use on fair and reasonable terms and without unjust discrimination, to all types, kinds, and classes of aeronautical uses. Provided, that the GRANTEE may establish such fair, equal, and not unjustly discriminatory conditions to be met by all user of the Airport as may be necessary for the safe and efficient operation of the Airport; and provided, further, that the GRANTEE may prohibit or limit any given type, kind, or class of aeronautical use of the Airport if such action is necessary for the safe operation of the Airport to serve the civil aviation needs of the public; (2) That in its operation and the operation of facilities on the Airport, neither it nor any person or organization occupying space or facilities thereupon will discriminate against any person or class of persons by reason of race, color, creed,* age,religion, sex, handicap, or national origin in the use of any of the facilities provided for the public on the Airport; (3) That in any agreement, contract, lease, or other arrangement under which a right or privilege at the Airport is granted to any person, firm or corporation to conduct or engage in any aeronautical activity for furnishing services to the public at the Airport, the GRANTEE will insert and enforce provisions requiring the contractor: (a)to furnish said service on a fair, equal, and not unjustly discriminatory basis to all users thereof, and (b)to charge fair, reasonable, and not unjustly discriminatory prices for each unit or service,provided, that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers; (4) That the GRANTEE will not exercise or grant any right or privilege which would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its won aircraft with its own employees (including, but not limited to maintenance, repair, and fueling)that it may choose to perform; (5) That in the event the GRANTEE itself exercises any of the rights and privileges referred to in subsection(3) above,the services involved will be provided on the same conditions as would apply to the furnishing of such services by contractors or concessionaires of the GRANTEE under the provisions of such subsection(3) of this paragraph VII.B. C. The GRANTEE will not grant to, or permit any exclusive right, which is forbidden by FAA requirements, and as described in 49 U.S.C. Section 40103(e), formally known as 3 1048 Section 308 of the Federal Aviation Act of 1958, as amended, and 49 U.S.C. Section 47152(3)(A) & (B), for the use of the Airport, at which the property described herein is located, by any person or persons to the exclusion of others in the same class and will otherwise comply with all applicable laws. In furtherance of this covenant(but without limiting its general applicability and effect),the GRANTEE specifically agrees that, unless authorized by the FAA, it will not, either directly or indirectly, grant or permit any person, firm or corporation the exclusive right to conduct any aeronautical activity on the Airport including but not limited to, charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales, and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity. The GRANTEE further agrees that it will terminate as soon as possible and no later than the earliest renewal, cancellation, or expiration date applicable thereto, any exclusive right existing at any Airport owned or controlled by the GRANTEE or hereafter acquired and that, thereafter, no such right shall be granted. However, nothing contained herein shall be construed to prohibit the granting or exercise of an exclusive right for the furnishing of non-aviation products and supplies or any services of a non-aeronautical nature or to obligate the GRANTEE to furnish any particular non-aeronautical service at the Airport. D. The GRANTEE shall, insofar as it is within its powers and to the extent reasonable, adequately clear and protect the Airport by removing, lowering, relocating, marking, lighting, or otherwise mitigating existing Airport hazards and by preventing the establishment or creation of future Airport hazards. The GRANTEE will, either by the acquisition and retention of easements or other interests in or rights for the use of land or airspace or by the adoption and enforcement of zoning regulations, or by any other reasonable means,prevent the construction, erection, alteration, or growth of any structure,tree, or other object in areas of the RPZ which would constitute an obstruction to air navigation according to the criteria or standards prescribed in Part 77 of the Federal Aviation Regulations [14 CFR Part 77], and, as applicable, according to the approved Airport Layout Plan. In addition,the GRANTEE will not erect or permit the erection of any permanent structure or facility which would interfere materially with the use, operation of the Airport in or on any portion of a runway approach area in which the GRANTEE has control over, or has acquired, or hereafter acquires, property interests permitting the GRANTEE to so control, the use made of the surface of the land or airspace or by the adoption and enforcement of zoning regulations or by any other reasonable means take action to restrict the use of the land adjacent to or in the immediate vicinity of the Airport to activities and purposes compatible with normal Airport operations including landing and takeoff of aircraft. E. The GRANTEE will operate and maintain in a safe and serviceable condition, as deemed reasonably necessary by the FAA, the Airport and all facilities thereon and connected therewith which are necessary to service the aeronautical users of the Airport other than facilities owned or controlled by the United States and will not permit any activity thereon which would interfere with its use for Airport purposes: Provided, that nothing contained herein shall be construed to require that the Airport be operated for aeronautical uses during temporary periods when hurricanes, flood, or other climatic conditions interfere with such operation and 4 1049 maintenance, nor shall anything herein be construed to require the repair, restoration or replacement of any structure or facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the GRANTEE. F. That the GRANTEE will make available all facilities.of the Airport at which the Property described herein is located or developed, and all those usable for the landing and taking off of aircraft, to the United States at all times, without charge, for use by government aircraft in common with other aircraft, except that if the use by government aircraft in common with other aircraft is substantial, a reasonable share,proportional to such use, of the cost of operating and maintaining facilities so used, may be charged. Unless otherwise determined by the FAA, or otherwise agreed to by the GRANTEE and the Government, substantial use of the Airport by Government aircraft will be considered to exist (1)when operations of such aircraft are in excess of those which, in the opinion of the FAA, would unduly interfere with use of the landing area by other authorized aircraft or(2) during any calendar month that either(a) five (5) or more Government aircraft are regularly based at the Airport or on land adjacent thereto, or(b)the total number of movements (counting each landing as a movement and each take-off as a movement) of Government aircraft is 300 or more, or(c) the gross accumulative weight of Government aircraft using the Airport(the total movements of such Government aircraft multiplied by the gross certified weight of such government aircraft) is in excess of five million pounds. G. That during any national emergency declared by the President of the UNITED STATES OF AMERICA or the Congress thereof, including any existing national emergency, the Government shall have the right to make exclusive or non-exclusive use and have exclusive or non-exclusive control and possession,without charge, of the Airport, or of such portion thereof as it may desire,provided, however, that the government shall be responsible for the entire cost of maintaining such part of the airport as it may use exclusively, or over which it may have exclusive possession and control, and shall be obligated to contribute a reasonable share, commensurate with the use made by it, of the cost of maintenance of such property as it may use non-exclusively or over which it may have non-exclusive control and possession: Provided, further,that the government shall pay a fair rental as just compensation for its use, control, or possession, exclusively or non-exclusively, of any improvement to the Airport made without United States aid and never owned by the United States. H. The GRANTEE does hereby release the government, and will take whatever action may be required by the FAA to assure the complete release of the government from any and all liability the government may be under for restoration or other damages under any lease or other agreement covering the use by the United States of the Airport, or any part thereof, owned, controlled, or operated by the GRANTEE upon which, adjacent to which, or in connection with which, the Property was located or used: Provided, that this release shall not be construed as depriving the GRANTEE of any right it may otherwise have to receive reimbursement under Section 17 of the Federal Airport Act [49 App. U.S.C.A. Section 1116] for the necessary rehabilitation or repair of the Airport heretofore or hereafter substantially damaged by the Government. 5 1050 I. The GRANTEE does hereby release, save, defend, indemnify and hold harmless the Government, its officers, agents, and employees, for and from any and all liabilities, losses, claims, expenses, suits, fines, penalties,judgments, demands or actions, and costs (including but not limited to consulting, engineering, clean-up, disposal or restoration costs, investigator's fees, attorney fees) and damages (including but not limited to personal injury, death, and Property damage) directly or indirectly arising out of, caused by, related to, resulting from or in any way predicated upon, in whole or in part,the possession, use or occupancy by the GRANTEE, (including the GRANTEE's officers, agents, employees, tenants, customers, or tenant customers, third persons, or invitees), of the Property, both real and personal,transferred by this Deed., or attributable or incident to the physical condition or state of repair of the Property transferred by this Deed, or any activities conducted or services furnished in connection with or pursuant to the Property transferred by this Deed. J. That whenever so requested by the FAA, GRANTEE will furnish without cost to the Government, for construction, operation and maintenance of facilities for air traffic control activities, or weather reporting activities, or communication activities related to air traffic control, such areas of land or water, or estate therein, or rights in buildings and/or facilities of the GRANTEE located on the airport or at which the Property described herein is located, as the FAA may consider necessary or desirable for use and/or construction at government expense of space or facilities for such purposes. The GRANTEE will make available such areas or any portion thereof for the purposes provided herein within four(4)months after receipt of written request from the FAA, if such are or will be available. K. The GRANTEE will: (1) furnish the FAA with annual or special Airport financial and operational reports as may be reasonably requested using either forms furnished by the FAA or in such manner as it elects so long as the essential data are furnished, and(2) upon reasonable request by the FAA, make available for inspection by any duly authorized representative of the FAA the Property described herein, and all Property records and documents affecting the Property, including deeds, leases, operation and use agreements, regulations, and other instruments, and will furnish to the FAA a true copy of any such document which may be reasonably requested. L. The GRANTEE will not enter into any transaction which would operate to deprive it of any of the rights and powers necessary to perform or comply with all the terms, covenants, conditions, restrictions, and reservations set forth in this Deed unless by such transaction the obligation to perform or comply with all such terms, covenants, conditions, restrictions, and reservations is assumed by another public agency found by the FAA to be eligible as a public agency, as the term "public agency"is defined in 49 U.S.C. Section 47102(15), to assume such obligation and have power, authority, and financial resources to carry out all such obligations. If an arrangement is made for management or operation of the Property by any agency or person other than the GRANTEE, the GRANTEE will reserve sufficient rights and authority to insure that the Property will be operated and maintained in accordance with the terms, covenants, conditions, reservations, and restrictions in this Deed, any applicable Federal statutes, and Federal Regulations. 6 1051 M. That the GRANTEE will keep up to date at all times an Airport Layout Plan of the Airport at which the Property described herein is located showing: (a)the boundaries of the Airport and all proposed additions thereto,together with the boundaries of all offsite areas owned or controlled by the GRANTEE for Airport purposes and proposed additions thereto; (b)the location and nature of all existing and proposed Airport facilities and structures (such as runways,taxiways, aprons,terminal buildings, hangars, and roads), including all proposed extensions and reductions of existing Airport facilities; and(c)the location of all existing and proposed nonaviation areas and of all existing improvements thereon and uses made thereof. Such Airport Layout Plan and each amendment, revision, or modification thereof, shall be subject to the approval of the FAA, which approval shall be evidenced by the signature of a duly authorized representative of the FAA on the face of the Airport Layout Plan. The GRANTEE will not make or permit the making of any changes or alterations in the Airport or in any of its facilities which are not in conformity with the Airport Layout Plan as so approved by the FAA, and which might, in the opinion of the FAA, adversely affect the safety, utility, or efficiency of the Airport. N. That if at any time it is determined by the FAA that there is any outstanding right or claim of right in or to the Airport or Property, described herein, the existence of which creates an undue risk of interference with the operation of the Airport or the performance or compliance with the terms, covenants, conditions,restrictions and reservations set forth herein,the GRANTEE will acquire, extinguish, or modify such right or claim of right in a manner acceptable to the FAA. O. The terms, covenants, conditions, restrictions, and reservations set forth in this Deed are a binding servitude on the Property herein conveyed and shall be deemed to run with the land in perpetuity. The terms, reservations, restrictions, covenants, and conditions contained in this Deed shall be inserted by the GRANTEE verbatim or by express reference in any deed or other legal instrument by which it divests itself of either the fee simple title or any other lesser estate in the Property or any portion thereof. P. The operation of the Airport shall be subject to such regulations as may be prescribed by the FAA from time to time, and the GRANTEE, its successors and assigns, shall comply with all pertinent laws, ordinances, rules, orders, guidelines, or other applicable regulations and shall hold the GRANTOR harmless from any and all liabilities or penalties which may be imposed by reason of any asserted violation thereof by the GRANTEE. All rights and powers reserved to the GRANTOR or the FAA, and all references in this Deed to GRANTOR or FAA shall include successors in function. The GRANTOR may agree in writing, after obtaining the concurrence of the FAA, to waive, eliminate, or reduce the obligations contained in this Deed. Q. That in the event that any of the aforesaid terms, conditions, covenants, reservations, or restrictions are not met, observed, or complied with by the GRANTEE or any subsequent transferee, successor or assign, whether caused by the legal inability of said GRANTEE or any subsequent transferee, successor or assign, to perform any of the obligations herein set out, or otherwise, the title, right of possession and all other rights transferred by this Deed to the 1052 GRANTEE, or any portion thereof, shall at the option of the Government, acting by and through the FAA,revert to the Government in its then existing condition sixty(60)days following the date upon which demand to this effect is made in writing by the FAA. If within said sixty(60) days such default or violation shall have been cured and all such terms, conditions,reservations and restrictions shall have been met, observed, and complied with, or, if within said sixty(60) days the GRANTEE shall have commenced the actions necessary to bring the GRANTEE into compliance with all such terms, conditions, covenants, reservations and restrictions of this Deed in accordance with a compliance schedule approved by the FAA,then said reversion shall not occur and title, right of possession, and all other rights transferred hereby, except such, if any, as shall have previously terminated or reverted, shall remain vested in the GRANTEE, its transferees, successors and assigns. This option of reversion shall be a continuing one, and may be exercised by Government any time the FAA determines the aforesaid terms, covenants, conditions, reservations, or restrictions are not met, observed or complied with by the GRANTEE or any subsequent transferee, successor or assignee. R. All local taxes on aviation fuel generated at the Airport(except taxes in effect on December 30, 1987) and all the revenues generated by the Airport shall be used for exclusively for the capital or operating costs of i. the Airport; ii. the local airport system; or iii. any other local facility that is owned or operated by the GRANTEE and that is directly and substantially related to the air transportation of passengers or property; PROVIDED that the aforesaid limitations on the use of airport revenue shall not apply if a provision enacted not later than September 2, 1982, in a law controlling financing by the GRANTEE, or a covenant or assurance in a debt obligation issued not later than September 2, 1982, by the GRANTEE, provides that the revenues, including local taxes on aviation fuel at the' Airport, from any of the facilities of the GRANTEE, including the airport, be used to support not only the airport but also the general debt obligations or other facilities of the GRANTEE: PROVIDED FURTHER that,the aforesaid limitation shall not be construed to prevent the use of a State tax on aviation fuel to support a State aviation program or the use of airport revenue on or off the airport for a noise mitigation program. S. That if the construction as covenants of any of the reservations and restrictions recited in this Deed as covenants or the application of the same as covenants in any particular instance is held invalid, or the particular reservations and restrictions recited in this Deed as covenants or the application of the same as covenants in any particular instance is held invalid, then the particular reservations or restrictions in question shall be construed instead merely as conditions upon the breach of which Government, acting by and through the FAA,may exercise its option to cause the title, interest, right of possession, and all other rights transferred to GRANTEE, or any portion thereof, to revert to it, and the application of such reservations or restrictions as covenants in any other instance and the construction of the remainder of such reservations and restrictions as covenants shall not be affected thereby. T. The failure of the Government to insist in any one or more instances upon complete performance of any of the terms, covenants, conditions, reservations, or restrictions in this Deed e 1053 shall not be construed as a waiver or a relinquishment of the future performance of any such terms, covenants, conditions, reservations, or restrictions, and the obligations of the GRANTEE, its successors and assigns, with respect to such future performance shall continue in full force and effect. VII. AND IT IS FURTHER AGREED AND UNDERSTOOD by and between the parties hereto and the GRANTEE, by its acceptance of this Deed, acknowledges its understanding of the agreement, and agrees that, as part of the consideration for this Deed, the GRANTEE covenants and agrees for itself, its successors and assigns,that: (1) The program for or in connection with which this Deed is made will be conducted in compliance with, and the GRANTEE, its successors and assigns, will comply with all requirements imposed by or pursuant to the regulations of the U.S. Department of Transportation, the FAA, and 49 CFR Part 21, and any subsequent amendments thereto, issued under the provisions of Title VI of the Civil Rights Act of 1964, as amended; (2)This covenant shall be subject in all respects to the provisions of said regulations; (3)the GRANTEE, its successors and assigns, will promptly take and continue to take such action as may be necessary to effectuate this covenant; (4) The Government, acting by and through the FAA, shall have the right to seek judicial enforcement of this covenant; (5) The GRANTEE , its successors and assigns, will: (a) obtain from any person (including any legal entity)who, through contractual or other arrangements with the GRANTEE, its successors and assigns, is authorized to provide services or benefits under said program, a written agreement pursuant to which such other person shall, with respect to the services or benefits which he is authorized to provide, undertake for himself the same obligations as those imposed upon the GRANTEE, its successors and assigns, by this covenant, and (b) furnish the original of such agreement to the FAA, upon FAA request therefore; and, (6)This covenant shall run with the land hereby conveyed, and shall in any event, without regard to technical classification or designation, legal or otherwise,be binding to the fullest extent permitted by law and equity for the benefit of, and in favor of the Government and enforceable by the Government, acting by and through the FAA, against the GRANTEE, its successors, and assigns. VIII. A Finding of Suitability to Transfer(FOST) is attached as EXHIBIT "B" to the Deed; an Environmental Baseline Survey(EBS)report is referenced in the FOST;the FOST and EBS reference environmental conditions on the Property and on other Property not subject to this Deed. Those restrictions and environmental conditions described in the FOST and EBS which are applicable to the Property are contained in this Deed. The FOST sets forth the basis for the GRANTOR's determination that the Property is suitable for transfer. The GRANTEE is hereby made aware of the notifications contained in the EBS and the FOST. The property contains improvements that, due to their age, are likely to have been painted with lead based paint. A Lead Based Paint Disclosure Statement is provided as EXHIBIT "C" to this Deed. GRANTEE hereby acknowledges that non-friable asbestos containing materials (ACM) has been found on the Property. Non-friable ACM is present in the vinyl floor tile, tile mastic, 9 1054 and a vent pipe flashing material in the bunker. GRANTEE shall manage ACM in accordance with applicable laws and regulations. NOTICE OF HAZARDOUS SUBSTANCE OR PETROLEUM PRODUCT STORED FOR MORE THAN ONE YEAR OR MORE,KNOWN TO HAVE BEEN RELEASED OR DISPOSED OF. The information contained in this notice is required under the authority of Section 120(h)(3)of the Comprehensive Environmental Response, Liability, and Compensation Act(CERCLA or "Superfand")42 U.S.C. Section 9620 (h)(3). Based on past use of the facility as a Shore Defense Facility and Mobile Home Community, it is expected that small amounts of hazardous substances were stored on the Property for one year or more. A site inspection performed in 1998, which included surface soil and groundwater sampling, did not detect any concentrations of hazardous substances or petroleum products or their derivatives above Florida Department of Environmental Protection (FDEP) action levels requiring any removal or remedial action. FDEP and the U. S. Environmental Protection Agency(EPA) have concurred with this determination. GRANTOR covenants and warrants that any response action or corrective action found to be necessary after the date of transfer on those areas where no hazardous substance and no petroleum product or their derivatives were stored for one year or more, released or disposed of shall be conducted by the United States. GRANTEE covenants that the GRANTOR its officers, agents, employees, contractors and subcontractors, in accordance with section 120(h) of the Comprehensive Environmental Response, Compensation and Liability Act, shall have access to the property in any case in which remedial action or corrective action is found to be necessary after the date of the conveyance of the Property. GRANTEE agrees to comply with activities of the GRANTOR in furtherance of these covenants and will take no action to interfere with future necessary remedial and investigative actions of the GRANTOR. The GRANTOR and the GRANTEE agree to cooperate in good faith to minimize any conflict between necessary environmental investigation and remediation activities and operations of GRANTEE, its successors and assigns, and of any Lessee or any Sublessee of the Property. Any inspection, survey, investigation, or other response or remedial action will to the extent practicable be coordinated with representatives designated by GRANTEE or its successors and assigns. GRANTEE acknowledges that East Martello Battery Bunker, located on the Property, is eligible for placement on the National Registry of Historic Places and is subject to The Standard Architectual and Archeological Preservation Covenant for Transferred Property as approved by the Florida State Advisory Council on Historic Preservation. The Preservation Covenant is included as EXHIBIT "D" to this deed. GRANTOR recognizes its obligations under section 330 of the National Defense Authorization Act of 1993, as amended (Pub. L. No. 102-484). 10 1055 LIST OF EXHIBITS: The following exhibits are attached hereto and made a part of this deed: EXHIBIT A PROPERTY Description EXHIBIT B Finding of Suitability to Transfer EXHIBIT C Lead-Based Paint Hazard Disclosure & Acknowledgement Form EXHIBIT D Preservation Covenant IN WITNESS WHEREOF, GRANTOR has caused its name to be signed to these presents by an authorized Real Estate Contracting Officer on the day first above written. UNITED STATES OF AMERICA, acting by and through the Department of th avy, BY: Real Estate Contrac ' icer ItSAI ?/T<�c• f� '.� aY� ,mac Printed Name: WITNESSES: (signature) 0.11 AM-Q C— 6k a (please print or type name) N_` (signature) (please print or type name) 11 1056 STATE OF SOUTH CAROLINA COUNTY OF CHARLESTON PERSONALLY appeared before me,aloe,;n L.S�;dq a Notary Public in and for said County and State, the within named L5R VT e i s on -jr,-,tome well known and known to be the person described in and who executed the foregoing Quitclaim Deed on behalf of the UNITED STATES OF AMERICA, and acknowledged that_bLP., with authority so to do, signed and delivered the foregoing Quitclaim Deed on the day and year therein mentioned as the free act and of the UNITED STATES OF AMERICA. GIVEN under my hand and official seal of office, this cqkday oflau �- , 2000, c� 1( 4A ,Notary Public for the State of South Carolina. /s/ ' My Commission expires: NOTARY PUBLIC FOR SOUTH CAROLINA my commission expires tlovembet 29, 20P3 CONCURREN ommanding &fficer Naval Air Station, Key West, Florida 12 1057 ACCEPTANCE The Monroe County Board of County Commissioners does hereby accept this Quitclaim Deed and by acceptance agrees to all of the terms and conditions thereof. Executed this / f''day of QGT 0 8e r , 2000. By. T Lf-0 0 Title: M � g (OFFICIAL SEAL) (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK DANNY L. KOLHAGE, Clerk BY . �� Attest DEPUTY CLERK T1tl0C. -+ o.. oJ �. G . AAPPRO�ED AS TO OR R DATE N. V F 13 1058 CERTIFICATE OF GRANTEE'S ATTORNEY I, , acting as attorney for herein referred to as the "GRANTEE," do hereby certify: That I have examined the foregoing Quitclaim Deed and the proceedings taken by the GRANTEE relating thereto, and find that the acceptance thereof by the GRANTEE has been duly authorized and that the execution thereof is in all respects due and proper and in accordance with the laws of the State of Florida, and further that, in my opinion, the Quitclaim Deed constitutes a legal and binding compliance obligation of the GRANTEE in accordance with the terms thereof. Dated at S-� this b day of V d 0 e r , 2000. Title Ci V o APPR0 AL AS ZO OR A BV E DATE 14 1059 }I ��� nj 1�'gsAli=i}ffgg.'t�y•${�aal�+( tt •ai� t 1t( 11 a t j7 i tti a at`! ! "L i1`.• it tY� f��ii1110 1i"i�; 61C �1}11��{{:#�( }} [�S�liit.!'-i taa�� fi"!ia •� 0 $tr /t 7�aY���1a(a�S �yy��t}t�$ttla 9'vi$�lf�t;�B�a�ilt•��$��t�i� 4�d:� � •f lt•� ft;�1Y t : � ai]I!l(fxa}t���/e�p''�{��}���({ ��I�.�Y�e� 14 sH.ss� i t �-•itfa j] a / � I:r-;1 l.a t' a 1yt 18 }tit ¢Y$ �t ,�f-gs�tta }!f# j• `�yt 'y#rEE$ttitat�; � { � - �i j pt'- t!t! je,. it {1•tiYii i! t aieJ- a 4Ya.� 111i �ffill gic { !figg ff ;z .. t pp }} ,�,j a • !jj a r{{! � g �t laiEig+�:� ta],� �{gtal }f� ! lyytY g$rl l.t } it4Ya �ia. •Si}aRlfgiaa:�#�fl#a{d12.1 �� Q� ��;�`r�}�a{�itl�#�l y�a��7 �� �� [t1i r«zzyN S`! — __ 8•, �333�\\\lll,;_ l,�ps t 1 l.as ,tit aa•a^ t[' r it �t N Z X8•.$ 3 rn " ( $'. v � m $ r�ip;�a�ft�_lll�lir if at �t ttYi`pt $m�YC�YI�gt a� �r t ' a ar`[rA}t �€��ie� E;t�cJ���r{�•}��i;t. iH�}agat:�;�� =zcxxw:4:� �'� �vaP a+ itsr���l��•�E,.I.a�l�•ltrxa�l=t��� �}ifl � � -, 3 NIT r _ { ial S I f ' 4 C,3 fill vI am . • o \/ I �F \I 1 ... .d z \ Z TIN a I _ I L .or4exr'w asl•s KEY WEST INTU NA71ONAL ANdVOT i RINIDAD D_R. 1060 E'xk.blT�9 FINDING OF SUITABILITY TO TRANSFER EAST MARTELLO BATTERY KEY WEST, FLORIDA 1.0 Purpose --- This Finding of Suitability to Transfer(FOST) documents my determination, as the responsible -- - Department of Defense (DoD) component official,that 13.96 acres of the real property known as East Martello Battery,Naval Air Station Key West (Subject Property), is environmentally suitable for deed transfer to the City of Key West Navy Properties Local Reuse Authority(NPLRA) for the authorized use as wetlands preservation and passive open space recreation under the terms of the conveyance from the Department of Interior(DOI) and in accordance with the NPLRA Redevelopment Plan. The remaining 26.49 acres are suitable for transfer to Monroe County under a Department of Transportation(DOT), Federal Aviation Authority Public Benefit Conveyance for authorized use as a runway protection zone and obstruction-free zone. This decision is based upon a review of information contained in the attached Environmental Baseline Survey (EBS) and the Reuse Plan developed by the NPLRA. Factors leading to this decision and other pertinent information related to property transfer requirements are stated below. 2.0 Property Description The Subject Property is located in Monroe County, Key West, Florida within the boundaries of the City of Key West as more particularly described in the attached EBS. Subject Property is fenced and comprises approximately 40.45 acres and is bounded by Key West International Airport on the east, residential neighborhoods to the north and northwest, and wetlands to the west and south. 3.0 Past Use and Proposed Reuse Subject Property was acquired by the United States Army during the early 1940s. It was used for shore defense during World War II. The land was transferred to the Navy in 1950. The Navy developed the parcel into a mobile home community. The trailer project was deactivated in 1956. All trailers were removed from the site along with any support buildings. Monroe County Civil Defense used the property under license from the Navy for a civil defense administrative command post from 1985 until 1992. The approved reuse for the Subject Property is as stated in Section 1.0 of this FOST. 4.0 Environmental Condition All available information concerning the past storage,release, or disposal of any hazardous substances and/or petroleum products on the Subject Property as collected through record searches, available aerial photographs, personnel interviews, and on-site visual inspections conducted is contained in the attached EBS. A hurricane swept over Key West on 25 September 1998;however, the overall environmental condition of the property remains unchanged. The Page 1 of 5 1061 �� V l FINDING OF SUITABILITY TO TRANSFER EAST MARTELLO BATTERY KEY WEST, FLORIDA following paragraphs summarize the EBS findings and corresponding DoD condition of property classifications assigned to the Subject Property. A. Hazardous Substances Contamination Based on past use of the facility as a shore defense facility and mobile home community, it is expected that small amounts of hazardous substances were stored on the Subject Property for one year or more, although no records were found to indicate the type or amount of substance which may have been present. The Navy conducted a Site Inspection (SI) of the Subject Property in 1998. The surface soil and groundwater were sampled for volatile organic compounds (VOCs), semivolatile organic compounds (SVOCs), inorganics,petroleum, and metals. No VOCs, SVOCs, inorganics,petroleum, or metals were detected in the surface soils above Florida Department of Environmental Protection (FDEP) action levels. Three groundwater monitoring wells were installed during the SI. No VOCs, SVOCs, or inorganics were detected in excess of their screening values in the groundwater. Iron, lead, and zinc were the only chemicals detected in the well samples. Based upon the information contained in the attached EBS, Subject Property has been classified in accordance with DoD environmental condition of property guidance as Category 3/Light Green(areas where a release of hazardous substances or petroleum products or their derivatives has occurred, but at concentrations that do not require removal or remedial action.) B. Petroleum Contamination No underground or aboveground storage tanks are known to have been associated with the Subject Property. No other potential petroleum contaminated areas are suspected C. Other Environmental Aspects 1. Asbestos-Containing Material (ACM) Non-friable ACM is present in the vinyl floor tile, tile mastic, and a vent pipe flashing material in the bunker. 2. Lead-Based Paint (LBP) Due to the age of the structure, painted surfaces in or on the bunker are presumed to be LBP. This structure is not considered target housing as defined by 24 CFR 35 or 40 CFR 745. A Lead-Based Paint Hazard Notice is provided as Attachment 1 to this FOST. Page 2 of 5 1062 FINDING OF SUITABILITY TO TRANSFER EAST MARTELLO BATTERY KEY WEST, FLORIDA 3. Polychlorinated Biphenyls (PCBs) Electricity is provided by the City of Key West. No electrical transformers located - -- - - -- on and around the Subject Property are known to contain PCBs. 4. Radon Radon sampling was not performed on the Subject Property. Radon is not expected to be a concern based on results of other sampling conducted in Key West. 5.0 Requirements Applicable to Transfer A. National Environmental Policy Act (NEPA) An Draft Environmental Assessment (EA) for the Subject Property, has been prepared in accordance with National Environmental Policy Act requirements. The EA addresses environmental impacts associated with the transfer and subsequent reuse of the Subject Property. A Finding of No Significant Impact (FONSI)was signed in February 2000. B. Hazardous Substance Notice In accordance with Section 120(h)(3)(A) of the Comprehensive Environmental Response, Compensation, and Liability Act(CERCLA),the deed transferring the Subject Property will provide notification, based upon a complete search of agency files, if hazardous substances were stored for one year or more, released, or disposed of on the Subject Property. No records were found to indicate what substances may have been stored or used on the Subject Property. No records were found to indicate any release or disposal of hazardous substances on the Subject Property. It should be noted that the Subject Property lies directly at the end of a runway of Key West International Airport and is in the flight path of both aircraft takeoffs and landings. Many of the low levels of substances found during the Site Investigation(SI) are polynuclear aromatic hydrocarbons (PAHs), which are a result of jet and diesel turbo engine emissions. Additionally the sampling results from the SI would indicate none of the hazardous substances were found in excess of the reportable thresholds of 40 CFR 373. C. CERCLA Covenants In accordance with CERCLA Section 120(h)(3)(A)(ii)(I), the deed transferring the subject property shall contain a covenant warranting that all remedial action necessary to protect human health and the environment with respect to any hazardous substance remaining on the property has been taken before the date of transfer. Page 3 of 5 1063 FINDING OF SUITABILITY TO TRANSFER EAST MARTELLO BATTERY KEY WEST, FLORIDA In accordance with CERCLA Section 120(h)(3)(A)(ii)(II), the deed transferring the subject property shall contain a covenant warranting that any additional remedial action found to be necessary after the date of transfer shall be conducted by the United States. D. CERCLA Access Clause In accordance with CERCLA 120(h)(3)(A)(iii), the deed transferring the subject property shall contain a clause granting the United States access to the property in any case in which a response action or corrective action is found to be necessary after such date at such property, or access is necessary to carry out a response action or corrective action on adjoining property. The right to enter to be set forth shall include the right to conducts tests, investigations, five-year reviews, surveys, and,where necessary, drilling,test pitting, boring, and other similar activities. Such right shall also include the right to construct, operate, maintain, or undertake any other response action or corrective action as required or necessary, including but not limited to,monitoring wells, pumping wells, and treatment facilities. These access rights are in addition to those granted to federal, state, and local authorities under applicable environmental regulations. E. Land and/or Groundwater Restrictions There are no land or groundwater restrictions associated with the approved reuses of the Subject Property for wetlands conservation, passive recreation, airport security, and runway protection. The NPLRA has proposed zoning the area for public/private services, and two conservation districts and has received conveyance approval from both DOI and DOT based on the proposed reuse of the property. F. Indemnification The federal government shall hold harmless, defend, and indemnify the NPLRA and any future successor, assignee,transferee, lender, or lessee of the Subject Property from any suit, demand, cost, or liability arising out of any claim for personal injury or property damage than may result from, or be predicated upon,the release or threatened release of any hazardous substance,petroleum product, petroleum derivative, pollutant, or contaminant result from Department of Defense activities on the property subject to the conditions specified in, and to the extent authorized by, Section 330 of Public Law 102- 484 as amended by Section 1002 of Public Law 103-160. Page 4 of 5 1064 FINDING OF SUITABILITY TO TRANSFER EAST MARTELLO BATTERY KEY WEST,FLORIDA G. Environmental Compliance Agreement/Permits/Orders -- There are no environmental compliance agreement/permits/orders associated with the Subject Property. H. Notification to Regulatory Agencies/Public In accordance with DoD guidance, the U.S. EPA, and FDEP have been advised of the proposed transfer of the Subject Property and draft copies of the EBS and FOST have been provided to those agencies for review. The EBS and FOST were also made available for public review from 17 April through 1 May 2000. All regulatory agency and public comments received have been considered and incorporated as deemed appropriate. Any unresolved comments and the Navy's responses thereto are included as Attachment 2 to the FOST. Copies of all transfer documentation provided to the NPLRA will be made available to the U.S. EPA and FDEP representatives upon request after execution of the same. 6.0 Suitability Determination NOW, THEREFORE, based upon review of the information contained in the attached EBS as well as the NPLRA's Reuse Plan, I have determined that the Subject Parcel is presently suitable for transfer to the NPLRA for the intended purpose. (Date T.F.bERSSON, CDR, USN-, CECJ-OS Acting Commander Southern Division Naval Facilities Engineering Command Charleston, SC Page 5 of 5 1065 LEAD-BASED PAINT HAZARD DISCLOSURE AND ACKNOWLEDGEMENT FORM (NON-RESIDENTIAL STRUCTURES) LEAD WARNING STATEMENT YOU ARE ADVISED THAT BUILDINGS CONSTRUCTED PRIOR TO 1978 MAY PRESENT EXPOSURE TO LEAD FROM LEAD-BASED PAINT THAT MAY PLACE YOUNG CHILDREN AT RISK OF DEVELOPING LEAD POISONING. LEAD POISONING IN YOUNG CHILDREN MAY PRODUCE PERMANENT NEUROLOGICAL DAMAGE. YOU ARE FURTHER ADVISED THAT LEAD POISONING ALSO POSES A PARTICULAR RISK TO PREGNANT WOMEN. WORKERS MAY ALSO SUFFER ADVERSE HEALTH EFFECTS FROM LEAD DUST AND FUME EXPOSURE ACKNOWLEDGEMENT I acknowledge that: (1) 1 have read and understand the above stated Lead Warning Statement; (2) 1 have received from the Government the following document(s): The Environmental Baseline Survey for Transfer and the Finding of Suitability for Transfer- East Martello Battery. representing the best information available to the Government as to the presence of Lead-Based Paint and Lead-Based Paint hazards in the buildings covered by this Transfer. (3) 1 understand that my failure to inspect, or to become fully informed as to the condition of all or any portion of the property offered will not constitute grounds for any claim or demand for adjustment or withdrawal of any bid or offer made after its opening or tender; (4) 1 understand that upon execution of this transfer, I shall assume full responsibility for preventing future lead exposure by properly managing and maintaining or, as required by applicable federal, state, or local laws or regulations, for abating any lead-based paint hazard which may pose a risk to human health. Ca- DU Transferee ( r du y authorized agent) Date APPROVED AS TtOR AL RO tT N. DATE 1066 STANDARD ARCHITECTUAL AND ARCHEOLOGICAL PRESERVATION COVENANT for TRANSFERRED PROPERTY XXX. Grantee hereby covenants on behalf of itself, its successors and assigns,to the Florida State Historic Preservation Officer(SHPO)to preserve and maintain East Martello Battery Bunker, located in the County of Monroe, State of Florida, in a manner that preserves and maintains the attributes that contribute to the eligibility of the East Martello Battery Bunker, of which said real property is eligible for listing in the National Register of Historic Places. Such attributes include exterior features(including facades and fenestration, scale, color,materials,and _ mass), interior features determined significant by the Florida SHPO,and views from,to, and across the Property. Property being more particularly described as a parcel of land located in Monroe County, Key West, Florida, and being more particularly described as follows: EAST MARTELLO BATTERY SITE A parcel of land located in Section 4,Township 68 South,Range 25 East, on the Island of Key West, Monroe County, Florida and being more particularly described as follows: COMMENCE at the Northwest corner of the United States Government East Martello Tower Military Reservation as shown on a map recorded in Plat Book 1 at Page 31 of the Public Records of Monroe County, Florida and said point also being the Southwest corner of Lot 11,Block 2, "RESUBDIVISION OF BLOCK 2,KEY ESTATES", according to the Plat thereof, as recorded in Plat Book 3, at page 101 of the Public Records of Monroe County, Florida; THENCE N 77135'02"E along the Southerly Line of said "RESUBDIVISION OF BLOCK 2, KEY ESTATES", for 682.99 feet to the POINT OF BEGINNING; THENCE S 12028'00"E, and leaving the said Southerly Line of Key Estates a distance of 432.00 feet; THENCE N 77032'00"E,a distance of 530.00 feet; THENCE S 12028'00"E,a distance of 668.00 feet; THENCE N 7905l'00"E,a distance of 1352.60 feet; THENCE N 01 045'00"W,a distance of 631.97 feet to the Southerly Line of a 50 foot wide easement; THENCE meander the said Southerly Line of the easement for the following twelve(12)metes and bounds; THENCE S 89030'10"W, a distance of 335.85 feet; THENCE N 88058'38" W,a distance of 204.30 feet to the point of curvature of a curve to the left, having: a radius of 475.00 feet,a central angle of 17032'43",a chord bearing of S 82015'00" W and a chord length of 144.89 feet; THENCE along the arc of said curve, an arc length of 145.46 feet to the point of tangency of said curve; THENCE S 73028'38"W,a distance of 124.00 feet to the point of curvature of a curve to the right,having: a radius of 225.00 feet, a central angle of 10*37'07",a chord bearing of S 78047'12"W and a chord length of 41.64 feet; THENCE along the arc of said curve,an arc length of 41.70 feet to the point of tangency of said curve; THENCE S 84005'45"W,a distance of 122.92 feet; THENCE S 81°53'40"W,a distance of 236.06 feet to a point on a curve to the right,having: a radius of 1025.00 feet, a central angle of 17°26'59",a chord bearing of 1067 N 89°22'51"W and a chord length of 310.96 feet; THENCE along the arc of said curve,an arc length of 312.17 feet to the point of tangency of said curve; THENCE N 80039'21"W,a distance of 56.37 feet to the point of curvature of a curve to the right,having: a radius of 425.00 feet, a central angle of 20039'05", a chord bearing of N 70°19'49"W and a chord length of 152.36 feet; THENCE along the arc of said curve,an arc length of 153.18 feet to the point of tangency of said curve; THENCE N 60000'17"W,a distance of 288.91 feet; THENCE N 23006'58"W,a distance of 13.06 feet; _ THENCE S 77035'02"W,and along a portion of the Southerly Line of said plat of Key Estates a distance of 104.80 feet to the POINT OF BEGINNING. Parcel contains 1,153,719 square feet or 26.49 acres,more or less. 1. The East Martello Battery Bunker will be preserved and maintained in accordance with the Secretary of Interior's Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings (National Park Service). No construction,alteration, rehabilitation,remodeling,demolition, disturbance of the ground surface,or other actions shall be undertaken or permitted to be undertaken that would materially affect the integrity or appearance of the attributes described above without the prior written permission of the Florida State Historic Preservation Officer(SHPO),and signed by a fully authorized representative thereof. 2. Upon acquisition of the Property,the Grantee will take prompt action to secure the property from the elements, vandalism, and arson, and will undertake any stabilization that may be required to prevent deterioration. Grantee will make every effort to retain or reuse,to the extent practicable,the historic structure. 3. In the event that archeological materials are encountered during construction or ground disturbing activities,work shall cease in the immediate area until the SHPO is consulted and provides written permission to recommence work. Should the SHPO require,as a condition of the granting of such permission,that the Grantee conduct archeological survey data recovery operations or other activities designed to mitigate the potential adverse effect of the proposed activity on the archeological resources the Grantee shall at his/her/its own expense conduct such activities in accordance with the Secretary of the Interior's Standards and Guidelines for Archeological Documentation(48 FR 447344-37)and such standards and guidelines as the SHPO may specify, including,but not limited to,standards and guidelines for research design, field work,analysis,preparation and dissemination of reports, disposition of artifacts and other materials, consultation with Native American or other organization, and re-interment of human remains. 4. The Grantee will allow the Florida SHPO or his/her designee, at all reasonable times and upon reasonable advance notice the Grantee,to inspect East Martello Battery Bunker in order to ascertain whether the Grantee is complying with the conditions of this preservation covenant. 5. The Grantee will provide the Florida SHPO with a written summary of actions to be taken to implement the provisions of this preservation covenant with one(1)year after the effective date of the transfer of East Martello Battery Bunker. Similar reports will be submitted to the Florida SHPO, with a copy to the Navy. 1068 6. Failure of the Florida SHPO to exercise any right or remedy granted under this covenant shall not have the effect of waiving or limiting the exercise by the Florida SHPO or any other right or remedy or the invocation of such right or remedy at any other time. 7. In the event of a violation of this covenant,and in addition to any remedy now or hereafter provided by law,the Florida SHPO may, following reasonable notice to Grantee, institute suit to enjoin said violation or to require the restoration of East Martello Battery Bunker. The successful party shall be entitled to recover all costs or expenses incurred in connection with such a suit, including all court costs and attorney's fees. This covenant is binding on Grantee, its successors,and assigns, in perpetuity. The restrictions, stipulations and covenants contained herein shall be inserted by Grantee, its successors and assigns, verbatim or by express reference in any deed or other legal instrument by which it divests itself of either the fee simple title or any lesser estate in East Martello Battery Bunker, or any part thereof. 1069 LEASE THIS INDENTURE, made and entered into, in duplicate, this S day of A.D. 1998, by and between the COUNTY OF MONROE, STATE OF FLORIDA, a political subdivision of the State of Florida, hereinafter called the Lessor or Airport Owner, which terms shall include its legal representatives, successors and assigns wherever the context so requires or admits, of the first part, and KEY WEST ART AND HISTORICAL SOCIETY, 3501 S. Roosevelt Boulevard, Key West, Florida, a non-profit corporation organized and existing under the laws of the State of Florida, hereinafter called the Lessee or Tenants, which terms shall include its legal representatives, successors and assigns wherever the context so requires or admits, of the second part, WITNESSETH, that the Lessor by these presents leases unto said Lessee the foil in�'cle*obec premises, situate, lying and being in the City of Key West, County of Monroe, and Stat rid9, noc% C(-,,. particularly described in Exhibits A and A 1,which are attached and incorporated into thisg ss �:o , 4 3 TO HAVE AND TO HOLD the premises as aforesaid unto the said Lessee from the ay ApK r- V'J O A.D. 1998, for a term of twenty (20) years then next ensuing, said lease being under the fo'low g teams ca conditions: 1. The Lessee yielding and paying unto the said Lessor the total rental of Twenty Dollars ($20.00) for the term of twenty (20) years, said sum to be payable as follows: a. $1.00 payable upon the execution and delivery of this Lease, which sum is to cover the yearly rental for the first year of this Lease, and $1.00 on the 8th day of April, A.D. 1999, and $1.00 on the 8th day of April each and every year during the remainder of the term of this lease. 2. It s further understood and agreed by and between the Lessor and the Lessee that the Lessee will: a. Use said premises as an historical museum and art gallery. b. Pay the rent herein reserved at the time and in the manner as stated herein. C. Make no improper, unlawful or offensive use of said premises. d. Will pay any and all charges for ordinary maintenance and care of the premises, but the County shall from time to time pay for and make any major repairs that it may deem advisable to the premises. e. Permit the Lessor or its agent to enter upon the leased premises at all reasonable times for the purpose of viewing and inspecting the condition thereof. 1070 f. During the term of this lease take out the necessary liability insurance described in Exhibit B which is attached and incorporated into this lease agreement to save and keep the Lessor harmless against any and all liability resulting from injuries to person or property on or about the leased premises by reason of its occupancy or use thereof. g. At the expiration of the term of this lease,without demand, quietly and peaceably deliver up full possession of said premises in as good condition as they now are, damage or destruction by fire and the elements only excepted. 3. The Lessor hereby covenants with the Lessee upon the performance by the Lessee of the covenants and agreements hereinbefore'set forth that the Lessor will permit the Lessee to quietly hold and enjoy the demised premises without any interruptions by the Lessor or by any person or persons claiming by, through or under it. 4. It is mutually understood, covenanted and agreed by and between the parties hereto as follows: a. That default on the part of the Lessee for a period of thirty (30) days in making any of the payments of rent herein reserved from the date the same shall severally become due and payable shall immediately and thereupon terminate any and all of he rights of the Lessee under this lease. 5. It is further mutually understood, covenanted and agreed by and between the parties hereto that, in the event the Lessee ceases to operate an historical museum and art gallery, then and in that event this lease shall become null and void and of no force and effect. 6. It is mutually understood and agreed by the Lessor and Lessee that if during the term hereof, the demised premises or any part thereof shall be required by Lessor for any lawful purpose, particularly including she use thereof for County purposes, or airport purposes, then, and in that event, the Lessor may, upon thirty (30) days,written notice to Lessee, terminate this Agreement and said property shall be delivered upon to the Lessor in the same condition as it now is. 8. The Tenant for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, (3) that the Tenant shall use the premises in compliance with all other 2 1071 requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, Airport Owner shall have the right to terminate the lease and to re--enter and as if said lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, part 21 are followed and completed including exercise of expiration of appeal rights. 9. It shall be a condition of this lease, that the Lessor reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property hereinafter described, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation or of flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the airport. That the Tenant expressly agrees for itself, it successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the hereinafter described real property to such a height so as to comply with Federal Aviation Regulations, part 77. That the Lessee expressly agrees for itself, it successors and assigns, to prevent any use of the hereinafter described real property which would interfere with or adversely affect the operation or maintenance of the airport, or otherwise constitute an airport hazard. 10. This lease and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the Airport Owner acquired the subject property from the United States of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in the lease of said lands from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been, or may hereafter be adopted by the airport Owner pertaining to the Key West International Airport, including any ordinance, rule or regulation concerning mandatory insurance requirements for tenants at the Key West International Airport. 3 1072 IN WITNESS WHEREOF, the party of the first part has caused these presents to be signed in its name by the Chairman of its Board of County Commissioners and its seal to be affixed, attested by the Clerk of the Circuit Court of the Sixteenth Judicial Circuit of Florida, in and for Monroe County and ex officio Clerk of the Board of County Commissioners of Monroe County, Florida, and the party of the second part has caused these presents to be signed in its name by its President and attested to by its Secretary in duplicate, all as of the�day of �, A.D. 1998. ,AL) , A ,_$;7'71�ST: Danny L. Kolhage, Clerk CO T OF MO ROE, ST F FLORIDA By . By - emu, De uty CI ay r/Chairman of the Board of County Commissioners of Monroe County, Florida (SEAL) ATTEST: KEY JW =AND HISTO C O IETY gy B L IVt-, Sec/ ary President art&hist.doc APPROVED AS TOFORM ANROBERT N. DATE 4 1073 EXHIBIT 'A' 1 a .1..;.......... \ \ 0Ln \` 00 L Z z CA m 2 1 I 1 i K N � - - - o T 1\\ Q a � W a F 1� I Ct: CL V U I I I 'Q c CDI I -- CLI J La 1 , cn I 1`' ICO �� . I � I IN I CO - f I ' t.-1 Ul i 1074 I C-X � II I I EXHIBIT A - 1 Covimencing at the intersection of the 1"nsterly property line of Meacham Field and the Northerly R/1.1 line of SC.Uth Rooscvalt l;ot:levard'*. both as existing, January 5 , 1956 ; thence S 08057 ' 40" W rilong; said Northerly R/11 line , 596 . 11 feet to the POINT OF BEGINNING; thence N 24001' 10" 14 ° 129 . 22 feet ; . thence N 58035 ' 40" 14, 156 . 15 feet ; thence S 58005 ' 00" 1.1, 225 . 90 feet ; thence -S 04012 ' 20" W 142 . 92 feet, to the Northerly R/W 1 itte of South Roosevelt Boulevard; thence in an Easterly direction alone; said Northerly R/1•1 line 394 . 6 feet, more or less , , to the Point of Begin- ning;. A parcel -of Land being a part of East Martello Towers recorded in Plat Book 1 at Page 31 of the Public Records of Monroe County;. Florida, and 'said Marcel lying; Easterly and adjacent to the parcel of 'land leased to the Key West Art and Historical Society, and being more particularly described as follows : Conunenc:c! at: a paint being the most. Southeasterly point ti l- s;I g d IM t•c:a 1. o l: L:tttcl l.c!.t;ed Ix Lhe Key West Art and Ilistorical: Society. 'thence lq 69051' 24" East along the Northwesterly right- of way of Roosevelt Boulevard for: a distance of 170 feet to a point . Thence N 03059 ' 32" West: I-car a Ali -,Lance of 1.66 feet to a point. 'henna S .86000' 2R" West for a distance of 325 feet more or Less to 'a point. 'rlience S 58035 ' 40" East for a c1i.stance of 1.56. 15 feet: to it point. Thence S 21002 ' 20" rast' for a' distance. of 129 . 22 feet- i back to the point of beginning. 1075 EXHIBIT `B' INSURANCE 1076 1996 Edition MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Organizations/Individuals Leasing County-Owned Property Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its concessionaire operations, the Organization/Individual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this lease/rental agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire term of this lease/rental agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the lease/rental agreement and the return of all property owned by the County. The Organization/Individual shall provide, to the County, as satisfactory evidence of the required insurance, either: • Certificate of Insurance or • A Certified copy of the actual insurance policy. The County, at its sole option,has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Organization/Individual's insurance shall not be construed as relieving the Organization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee" with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. Administration Instruction #14709.2 28 1077 1996 Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR LEASE/RENTAL OF PROPERTY OWNED BY THE COUNTY BETWEEN MONROE COUNTY, FLORIDA AND Prior to the Organization/Individual taking possession of the property governed by this lease/rental agreement, the Organization/Individual shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage • Fire Legal Liability (with limits equal to the fair market value of the leased property.) The minimum limits acceptable shall be: $300,000 Combined Single Limit(CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the termination of the Lease/Rental Agreement. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. Administration Instruction 44709.2 30 1078 1996 Edition WORKERS' COMPENSATION INSURANCE REQUIREMENTS CONTRACT FOR BETWEEN MONROE COUNTY,FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC1 Administration Instruction #4709.2 88 1079 1996 Edition MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless for Organizations/Individuals Leasing County-Owned Property The Organization/Individual covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Organization/Individual utilizing the property governed by this lease/rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. PROP Administration Instruction #4709.2 101 1080 LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into on this 8th day of November, 2023, by and between the MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, (hereinafter the "COUNTY", "LESSOR" or "AIRPORT OWNER,") whose address is 1100 Simonton Street, Key West, Florida 33040, and KEY WEST ART AND HISTORICAL SOCIETY, INC., (hereinafter "KWAHS"), a Florida not-for-profit corporation, organized and existing under the laws of the State of Florida, (hereinafter the "LESSEE" or"TENANT,")whose principal address is 281 Front Street, Key West, Florida 33040. WITNESSETH: WHEREAS, the COUNTY owns certain real property located at 3501 South Roosevelt Blvd., Key West, Monroe County, Florida 33040, (hereafter "Premises"), which is commonly referred to as the "FORT EAST MARTELLO MUSEUM AND GARDENS," or "EAST MARTELLO TOWER," (hereinafter "Fort East Martello"), which is more particularly described in Exhibits "A" and "Al," which are attached hereto and made a part of this Lease Agreement; and WHEREAS, LESSEE is a not-for-profit corporation whose activities relate to historic preservation and education and preserving the culture of the Florida Keys through exhibiting and displaying regional art, architecture, and history for the purpose of educating the community and visiting public; and WHEREAS, the LESSOR finds that the LESSEE is a very unique organization which can provide fundamental and essential services related to preserving the Fort East Martello, educating the public of its history, and continuing its operation of the Premises as a historical museum and art gallery; and WHEREAS, the LESSOR finds that the maintenance of the Fort East Martello is essential to the future of Monroe County as a historic preservation community; and WHEREAS, on April 8, 1998, the LESSOR and LESSEE entered into a twenty (20) year Lease (hereinafter "Original Lease") for the use of the Premises by LESSEE as a historical museum and art gallery, with said lease to expire on April 7, 2018; and WHEREAS, on August 20, 2014, the LESSOR and LESSEE entered into an Amendment to the Lease Agreement to allow LESSEE to conduct fundraising activities on the Premises; and WHEREAS, on March 21, 2018, the LESSOR and LESSEE entered into a Second Amendment to the Lease Agreement to extend the term of the Lease on a month-to-month basis pending negotiations for a new lease and revised the insurance requirements; and WHEREAS, LESSOR finds that the LESSEE, in conjunction with the LESSOR, has maintained the Premises and provides services and programs which benefit the citizens of the 1 1081 County, as well as all persons who understand the importance of maintaining the historic character of the Fort East Martello; and WHEREAS, LESSOR finds that the activities and services of the LESSEE promotes tourism,maintains the integrity of the historic property, and will enhance the experience of citizens and visitors to the Fort East Martello and the Florida Keys; and WHEREAS, on June 19, 1972, the Fort East Martello was accepted as a historic structure with the U.S. National Register of Historic Places; and WHEREAS, as a result of this designation as a historic structure on the U.S. National Register of Historic Places, renovation and restoration of the improvements upon the Premises must meet the standards for historical renovation and the property must be maintained in accordance with good preservation practices and the Secretary of the Interior's Standards for Rehabilitation; and WHEREAS, Federal, State, and County regulations will require that any historic renovations or repairs be executed pursuant to certain standards and guidelines requiring significant costs, some of which should be shared by the LESSEE; and WHEREAS, the COUNTY is unable to provide adequate funding on its own for the improvements, renovations, repairs, and continued maintenance and operation of Fort East Martello, including capital improvements, without creating a long term tax burden on the citizens of Monroe County; and WHEREAS, the minimum upkeep and maintenance required by this Lease Agreement to be borne by LESSEE will result in a substantial savings to the COUNTY over the term of the Lease; and WHEREAS, the LESSOR finds that the LESSEE has exhibited its capabilities and leadership in maintaining the historical integrity of the property and the historical nature of its programs and services to constitute the greatest benefit to the COUNTY; and WHEREAS, the LESSOR finds that the services and programs currently offered and proposed by the LESSEE to be the highest and best use of the Premises; and WHEREAS, the COUNTY finds that entering into another Lease with LESSEE is in the best interest of the COUNTY; and WHEREAS, the LESSEE will be responsible to fund the maintenance and operations of the Premises, which may include capital improvements, as designated herein; and WHEREAS, pursuant to Fla. Stat. Sec. 125.38, the COUNTY has determined that the Premises is not needed for County purposes and LESSEE has shown in its use of the Premises that the community interest and welfare is met by promoting the historical nature of the Premises and providing services and programs to further enhance the experience of residents and visitors to the 2 1082 Premises, and that the lease of the Premises to LESSEE is appropriate and in the public's best interest and provides an overall public benefit; and WHEREAS, it is the intent of the COUNTY and LESSEE to enter into a new Lease Agreement for the Premises for the purposes as set forth herein and to better regulate the respective rights and responsibilities of each parry hereto for the future of Fort East Martello. NOW, THEREFORE, in consideration of the foregoing and mutual covenants and promises hereinafter contained, it is agreed as follows: 1. Premises: The COUNTY as LESSOR does hereby lease unto LESSEE and the LESSEE does hereby accept from the COUNTY, in its "as is" condition, the Premises known as the Fort East Martello Museum and Gardens and/or East Martello Tower ("Fort East Martello"), situated at 3501 South Roosevelt Blvd., Key West, Monroe County, Florida, and all improvements and equipment thereon, with the legal description as set forth on Exhibits "A" and "A-1," attached hereto and made a part hereof. The demised Premises includes a designated ADA parking space and an additional eight(8) spaces which face East towards the Fort East Martello entrance for the sole use of LESSEE and its patrons during its daily operating hours and any other special events sponsored by LESSEE. The designated parking spaces shall be marked with appropriate signage. 2. Lease Term and Effective Date: The Original Lease dated April 8, 1998, as amended was for a twenty (20) year term which expired on April 7, 2018. On March 21, 2018, the parties entered into a Second Amendment to the Lease Agreement, which extended the initial term of the Original Lease on a month-to-month basis to continue until the execution of a new Lease by the parties. The initial term of this Lease Agreement, therefore, shall be for a period of twenty (20) years commencing December 1, 2023, and ending on November 30, 2043, unless sooner terminated or extended pursuant to the provisions of this Lease Agreement. 3. Renewal Terms: LESSEE shall have the option to renew this Lease Agreement after the expiration of the original term for four(4) additional periods of five(5)years each,under terms and conditions to be agreed upon at that time, and subject to the approval of the Board of County Commissioners. 4. Option to Renew: LESSOR hereby grants to LESSEE the option to renew this Lease Agreement for the renewal terms on the condition that at the time LESSEE exercises each option to renew, LESSEE is in satisfactory compliance with the terms of this Lease and is not in default under this Lease Agreement beyond the expiration of any applicable cure period as a prerequisite to exercising any option to renew. LESSEE shall exercise its right to renew and extend the lease term, if at all, by providing written notice of extension to LESSOR at least ninety (90) days prior to the expiration of the lease term. 5. Rental Fees: The faithful performance by LESSEE of all of the terms, conditions, and covenants contained herein shall be deemed to be substantial valuable consideration for the grant of this leasehold to LESSEE. Additionally, LESSEE shall pay to LESSOR the sum of One and 00/100 ($1.00) Dollar per year for a total rental of Twenty and 00/100 ($20.00) Dollars for the 3 1083 initial term of twenty (20) years. Upon the execution and delivery of this Lease, the total rental sum of Twenty and 00/100 ($20.00) Dollars shall be due and payable for the rental amount due hereunder for the initial lease term. If any option to renew is exercised and approved for the optional four(4) additional periods of five (5)years each, an additional rental fee, as agreed upon at that time,will be due and payable. All rental payments shall be made payable to Monroe County and remitted to the Monroe County Clerk of Court for the Monroe County Board of County Commissioners at 500 Whitehead Street, Key West, Florida 33040. 6. Utilities. LESSEE shall be responsible for paying any and all costs of utilities, including but not limited to, water, gas, diesel, heat, wastewater, solid waste, electric, telephone, cable, and any other utilities of every kind furnished to the Premises throughout the term hereof, and all other costs and expenses of every kind whatsoever in connection with the use, operation, and maintenance of the Premises and all activities conducted thereon, including any development fees, connection fees and/or lines associated with connection to any of the utility services. If any additional infrastructure is required for any such utilities, LESSEE shall be responsible for payment of all costs or fees associated thereto. LESSEE is responsible for having all utilities disconnected and paid in full when the leased Premises are surrendered. LESSOR shall have no responsibility of any kind for the utilities or associated fees thereof. 7. Insurance Requirements. During the term of this Lease Agreement, LESSEE shall obtain, at LESSEE'S own expense, insurance coverage for comprehensive general liability, automobile liability, and worker's compensation, as specified in Exhibit`B" attached hereto and made a part hereof. LESSEE shall provide to the LESSOR,as satisfactory evidence of the required insurance, either(1)a Certificate of Insurance or, (2)a certified copy of the actual insurance policy. The LESSOR, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Lease. LESSEE shall submit written proof of such insurance policies required herein upon execution of this Lease and annually thereafter to the Monroe County Clerk of the Court, at 500 Whitehead Street, Key West, Florida 33040. Such policies of insurance shall name Monroe County Board of County Commissioners, its employees and officials, 1100 Simonton Street, Key West, Florida 33040, as LESSOR, as an additional insured on all policies, except for Worker's Compensation. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the LESSOR by the insurer. The acceptance and/or approval of LESSEE's insurance shall not be construed as relieving LESSEE from any liability or obligation assumed under this Lease or imposed by law. LESSEE shall purchase all policies of insurance from a financially responsible insurer duly authorized to do business in the State of Florida and that has an agent for service of process within the State of Florida. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. LESSEE shall be financially responsible for any loss due to failure to obtain adequate insurance coverage, and the failure to maintain such policies or certificates in the amounts set forth shall constitute a breach of this Lease. LESSOR, at the inception of this Lease,has currently agreed to waive the requirement for LESSEE to provide any and all risk insurance related to the property and any buildings thereon, including 4 1084 fire, windstorm and flood coverage. LESSOR and LESSEE agree, however, to review the requirement of property insurance coverage at the five (5) year anniversary date of this Lease to determine the ability of LESSEE to thereafter provide such coverage at its own expense or financially contribute to the premiums paid for LESSOR's coverage. 8. Maintenance of Premises and Facilities. LESSEE has inspected the Premises and agrees to accept possession of the Premises in its "as is" condition. LESSEE shall maintain the Premises in a neat and clean condition at all times during the term of this Lease, at LESSEE'S sole expense. LESSEE shall maintain, at LESSEE's expense, the facilities, including the buildings, and any appurtenances thereof, and any improvements made, in a state of good repair and in a sanitary condition at all times. Work such as stabilization, repairs, and painting will be deemed maintenance. Buildings shall be maintained as Historical Buildings in conformance with all applicable regulations, including any state or federal requirements, and subject to any review by any applicable Historic Preservation Commissions. LESSEE is advised that all work activities or maintenance repairs must be undertaken with sufficient care to protect this historic resource and when necessary, must be supervised by personnel who are familiar with the Secretary of Interior's Standard for Rehabilitation. LESSEE shall not commit, nor suffer to be committed, waste to the leasehold property, or to any improvements thereon. LESSEE acknowledges that LESSOR shall have no responsibility for the operation and maintenance of the leasehold, except as stated herein and to provide such municipal services as are available to and are provided to all property owners or occupants of property within Monroe County, Florida, at the LESSEE's expense. If any major repairs, maintenance, upgrades, or replacements become necessary for the HVAC system, the fire protection system, or such other major equipment installed by the County and currently located at the Premises, and in particular any such equipment which is still covered under a warranty issued to the COUNTY, LESSEE shall first contact LESSOR to consult about such repairs and/or determine if LESSOR has any coverage pursuant to a warranty with authorized contractors who may be able to provide the needed repairs, maintenance,upgrades or replacement of such equipment. If such COUNTY contractor is able to timely perform the necessary repairs, maintenance, upgrades, or replacement of the equipment under its current COUNTY warranty, then LESSEE shall bear any costs of repairs not covered by any County warranty in effect at the time. Any costs not covered by the COUNTY warranty shall be borne by LESSEE. LESSEE shall still bear the expenses of all other major repairs, maintenance, upgrades, or equipment replacement as set forth in Paragraph 8 herein not covered by COUNTY warranty work. LESSOR may, at its own discretion, but is not obligated to, also provide for capital improvement(s), upkeep, maintenance, restoration, and repairs of the Premises, including but not limited to structural and mechanical repairs or other such related repairs, as necessary to retain the historic nature of the Premises or when LESSEE is unable to do so during the period of its Lease term and makes a request in writing to the COUNTY for such assistance. The LESSOR may provide this upkeep, maintenance, restoration, repair assistance, or capital improvement(s) to assure the Premises remain in good working order and available for public use during the lease term. COUNTY shall be, and is, empowered to apply for, seek, and obtain federal, state, and/or 5 1085 local funding to further the purpose of this Lease. Any conditions imposed as a result of funding that affect the Premises will be provided to the LESSEE. If LESSOR or LESSEE apply for any available grants to conduct such upkeep, maintenance, restoration, repairs, or capital improvement(s) during the lease term and each parry agrees to cooperate fully with the other, if necessary, in applying for such grants. 9. Permitted Uses. It is hereby agreed that the Premises shall be used for a historical museum and art gallery, for educational purposes, and other purposes and uses as may be determined by LESSEE and approved by LESSOR,relating to, but not limited to the preservation and protection of the history and environment of Fort East Martello, Key West, and the Florida Keys. (A) Public Access to the Premises: The LESSOR and LESSEE agree that LESSEE must engage in a program of managed public access to Fort East Martello and the buildings and other improvements located thereon. LESSEE shall allow public access to the Fort East Martello from 10:00 a.m. to 5:00 p.m., seven (7) days per week, with the exception of Christmas Day, throughout the year, subject to emergency closures as needed. LESSEE shall also be allowed to host evening and weekend receptions and events. Use of the Premises for historical education by students of the Monroe County School System is encouraged, but shall not by itself count toward the public access requirements of the Lease. Public use as an attraction of historical significance at the Fort East Martello, in conjunction with use by school children at different or overlapping periods of the same day, shall count toward public access requirements. LESSEE can manage access through the use of organized tours of the property lead by employees or volunteers of the LESSEE or its assigns. LESSEE will provide a published listing of the operating days, hours, and tours so that the general public and local business community can plan for visitation to Fort East Martello. LESSEE's obligation hereunder shall be subject to its obtaining all required government approvals to allow for public access and visitation and shall also be subject to any force majeure, safety concern, or other conditions outside of the control of LESSEE that prohibit LESSEE from allowing public access to the Premises. Maximum capacity to the Premises and of each facility open to visitation shall be established by the Monroe County Fire Marshal and such capacity determination provided to LESSEE within thirty (30) days of execution of this Lease. There shall be no overnight stays or lodging on the Premises by LESSEE, its staff, volunteers, or visitors. LESSEE agrees to use all reasonable efforts to apply for and diligently pursue obtaining governmental approvals necessary, if any are required, to permit public access to the Fort East Martello. If the Fort East Martello is not open for public access at least three hundred sixty-four(364) days in any calendar year for reasons other than the exceptions identified above, LESSEE shall provide the LESSOR a proposed schedule of the days the Fort East Martello will be opened during the next one to two calendar years. The schedule shall contain a sufficient number of days that when added to the actual number of days the Fort East Martello was open during the prior year and divided by two (2) in the case of a one (1)year schedule, or divided by three (3) in the case of a two (2) year schedule, provides for an average of three hundred sixty-four (364) days per year that the Fort East Martello shall have been opened during that two or three-year period. Deviations from the schedule published to correct such deficiencies shall require LESSOR approval. 6 1086 Compliance with the schedule shall be of the essence of this Lease, and non-compliance shall be deemed a default entitling the LESSOR to terminate as provided in Paragraph 19. (B) Community and educational benefits: Use shall include activities and events designed to attract visitors and residents of Monroe County to LESSEE sponsored or other authorized community events having a historical and/or educational format, as well as those other purposes and uses as agreed upon by LESSOR and LESSEE. (C) Research and Programs: Research and programs undertaken by LESSEE or other associated organizations shall include, but not be limited to those which restore and maintain a healthy historical environment in and around Monroe County. Educational programs must be those which deal with but are not limited to the history and environment of Fort East Martello, Key West and Monroe County. (D) Exhibitions: Maintain current permanent collections in the Fort East Martello Museum and art gallery and provide space for future exhibits of historical significance. (E) Fundraising: Upon written approval from the Director of Airports or his designee, LESSEE may hold fundraising events on the Premises. To obtain approval, LESSEE shall submit a proposal no later than thirty (30) days prior to the fundraising event. The proposal shall provide a description of the event and an estimate of the number of attendees expected at the event. The proposal shall also address parking,traffic control, and security needs and include LESSEE's plan for providing for these needs. The COUNTY will review the proposal and, at its discretion, may either approve or disapprove the event in writing. (F) Fundraising Revenue for Specific Projects: Any fundraising efforts and/or grants awarded for specific capital projects at the Premises shall be restricted for use at this location only and for the specific identified purpose of the fundraising efforts or grants sought by LESSEE. 10. Inspection for Compliance and County's Right of Entry. LESSOR shall have at any time during the term of this Lease, upon reasonable notice to LESSEE, the right to enter upon the Premises to inspect LESSEE's compliance with the terms and conditions set forth herein and in accordance with good preservation practices and the Secretary of the Interior's Standards for Rehabilitation. The LESSEE hereby agrees to keep the Premises at all times in a clean and sanitary condition, and not to maintain or keep upon said Premises any properties or equipment not used in connection with the operation of said business, unless authorized by the LESSOR to do so. LESSOR's right of inspection upon reasonable notice includes the right to inspect for condition of the Premises and compliance with all applicable laws, preservation practices, standards, and other applicable rules and regulations. At minimum, the KWAHS will arrange annual life safety and fire safety inspections and provide copies of the reports to the Monroe County Fire Marshal and Monroe County Facilities Maintenance Department. These will include, but not be limited to, the presence and functionality of fire sprinklers, fire / smoke alarms, and portable fire extinguishers as required by F.A.C. 69A-46 and 69A-48, as amended. 7 1087 11. Capital Improvement Plan. LESSEE shall restore the historic buildings located on the Premises in a manner which shall comply with the Secretary of the Interior's Standards for Rehabilitation and Guidelines for Rehabilitation of Historic Buildings, which standards are imposed on places listed on the National Historic Register. The LESSEE shall fund, pay for, or obtain funding for all construction, engineering,permitting, and maintenance of all improvements unless the BOCC grants an exception. Any capital improvement plans undertaken by LESSEE, must be done by licensed and qualified contractors, engineers, architects, or other such individuals or companies, who are experienced in historical structures, in coordination with the Monroe County Project Management Department, subject to LESSEE obtaining all required permits and any other necessary approvals from any federal, state, or county authorities, including any applicable Historic Preservation Commissions and the Monroe County or City of Key West Fire Marshal, as applicable. There shall be no demolition of any historic structure without the prior approval of the BOCC. LESSOR, at its option, also reserves the right to undertake capital improvement projects and seek any available grant funding or other financial means to fund such projects, in coordination with LESSEE. 12. Future Improvements. No structures of any kind shall be constructed on the leasehold property, or within the property adjacent thereto,without the prior consent of the BOCC. All signs must conform to City of Key West and Monroe County Code requirements. Prior to commencing construction of any permanent structure or additional building on the Premises, the LESSEE shall obtain written approval from the BOCC through a process commencing with provisions of a written request for such approval. LESSEE acknowledges that the consent shall be upon such terms and conditions as the BOCC, in its sole discretion, shall deem necessary and that consent may be withheld unless LESSEE agrees to all terms and conditions imposed by LESSOR as a condition precedent to the granting of the consent. However, LESSEE is authorized to make "minor improvements" to the leasehold property without prior approval of the BOCC as long as the minor improvements conform to the purposes of this Lease and do not jeopardize the historical integrity of the Premises. "Minor improvements" shall refer to any work, installation, construction, grading or the like, on the leasehold property, which does not require a permit from any federal,state,or local government agency,including any historic preservation agencies. Minor improvements on any historic structure, however, must still be coordinated and facilitated with the Monroe County Project Management Department. Upon termination of the Lease, all improvements made shall become the property of the LESSOR. 13. Construction. LESSEE shall, prior to commencing rehabilitation or the construction on any new improvement not deemed minor, obtain conceptual approval by the BOCC pursuant to procedures specified by the County and/or City of Key West, if applicable. Prior to commencing construction, LESSEE shall obtain all the necessary permits, including the Life Safety Evaluation required by the Florida Fire Prevention Code,when structural components potentially affecting egress methods are proposed, along with a copy of the contractor's insurance and license. The improvements shall be erected in a good and workmanlike manner in substantial compliance with the plans and specifications as approved by the LESSOR, and in accordance with any and all applicable historical standards and practices. Upon completion of construction, LESSEE shall furnish LESSOR with an affidavit from its licensed general contractor, and an affidavit from the LESSEE, certifying that all firms and corporations, which have supplied labor and materials used directly or indirectly in the construction of the improvements to the leasehold 8 1088 property have been paid in full and that there are no outstanding construction liens pertaining to the leasehold property and improvements thereon. 14. Permit Fees, Impact Fees, and Licenses. LESSEE shall be responsible for obtaining,at its sole expense, all permits and licenses required to construct or repair improvements, and otherwise operate the leasehold premises. In addition, LESSEE shall be required to pay all permit fees, utility fees, and impact fees resulting from improvements made or additional services to the leasehold, unless otherwise waived. LESSEE shall be responsible for and provide all licenses required by all local, state, and federal agencies. 15. Payment of Taxes. LESSEE shall promptly pay any and all taxes and special improvement assessments as may be levied on the property during the period of this Lease. Should the State of Florida determine that this leasehold is subject to sales tax, LESSEE shall be solely responsible for the payment of said tax. 16. Ri2ht of First Refusal. If, during the term of this Lease or any extensions thereof, LESSOR elects to enter into a lease of the Premises or receives a bona fide offer, acceptable to the LESSOR, to lease the Premises after the termination of this Lease, the LESSOR shall notify the LESSEE of the terms of such offer (including the consideration) and the name of the offeror, if any, (the "Notice") before accepting the same, and the LESSEE shall have thirty (30) days from receipt of said Notice ("Exercise Period") to lease the Premises on the same terms of such bona fide offer with such lease commencing after the termination of this Lease. If LESSEE fails to exercise its right within said Exercise Period, the County may lease the Premises to such third person in accordance with the terms and conditions of the offer set forth in the Notice. If such lease is not executed within one hundred eighty (180) days from the expiration of the Exercise Period, and this Lease is still in effect, the rights granted to the LESSEE in this paragraph shall continue in full force and effect as to any future proposals or offers for lease that occur during the term of this Lease. If, during the term of this Lease, LESSOR elects to sell the Premises, or receives a bona fide offer, acceptable to the LESSOR, for the purchase of the Premises, the LESSOR shall notify the LESSEE of the terms of such offer (including the consideration) and the name of the offeror, if any, (the "Notice") before accepting same, and the LESSEE shall have thirty (30) days from receipt of said Notice("Exercise Period")to purchase the Premises on the same terms of such bona fide offer. If LESSEE fails to exercise its right within said Exercise Period, the LESSOR may sell the Premises to such third person in accordance with the terms and conditions of the offer set forth in the Notice. If such sale is not consummated within one hundred eighty (180) days from the expiration of the Exercise Period,the rights granted to the LESSEE in this paragraph shall continue in full force and effect for the remainder of the term of this Lease. If the LESSOR shall sell the Premises after a failure of the LESSEE to exercise its rights hereunder, such sale shall be subject to the provisions of this Lease. 17. Pledge or Assignment of Lease. LESSEE shall not pledge or assign this Lease Agreement, or sublet any part of the leased property, and LESSEE shall have no right to mortgage or encumber any part of the leasehold, or improvements located thereon without the approval of the BOCC. LESSEE shall not allow the use of the leasehold by any other group or organization, 9 1089 in excess of two (2) weeks per group or organization, without the prior approval of the County Administrator or his designee. In addition to LESSEE keeping the leasehold and improvement thereon free and clear of all liens, claims of lien, and encumbrances, LESSEE does hereby indemnify and hold harmless the LESSOR of and from, all or any lien, claim of lien, or encumbrance, whether the validity of the same shall be in question or not, and said indemnifications shall include LESSEE paying for all reasonable court costs, attorney's fees, and expenses as may be incurred by LESSOR in protecting the leasehold against and from any lien, claim of lien, or encumbrance. The indemnification shall include court costs and attorney's fees at the trial court level, as well as attorney's fees and costs associated with appellate proceedings, if any. 18. Progress Report. LESSEE shall be required to prepare annual written and oral reports to the BOCC regarding the progress being made in fulfillment of LESSEE's financial condition, including fundraising efforts/successes, and costs incurred to comply with the goals and objectives specified in this Agreement, as well as any updated future plans. Further, the report shall contain a project schedule tracking any project undertaken by LESSEE and noting the phase of development/improvement for each. Also, specific accomplishments, attendance data, organizations served, programs and services offered, revenue and expenses, and other such data should be included in the annual report. The first report shall be due on November 1 st following the execution date of this Agreement and annually thereafter on November I" of each subsequent year. At the time of the presentation of the first annual report, LESSOR and LESSEE agree to discuss future funding efforts for preservation of the historic structures and the potential establishment of a specific account designated for capital improvements to be funded by LESSEE. 19. Termination. A) The LESSEE acknowledges that the conditions, covenants, and requirements on its part to be kept, as stated herein, are material inducements to the LESSOR entering into this Lease Agreement. Should the LESSEE fail to perform any of the conditions, covenants, and requirements on its part to be kept, then this Lease Agreement may be terminated at the option of the LESSOR. In such event, the LESSOR may take possession of the leasehold property and improvements and shall have the right to remove all persons therefrom. The failure of LESSOR to take any action with respect to any breach of any term, covenant, or condition contained herein, or any instance of default, shall not be deemed to be a waiver of any subsequent breach, of the same or other condition, and the subsequent acceptance of rent or further performance hereunder by LESSEE should not be deemed to be a waiver of any default or breach by LESSEE. B) If the LESSEE at any time during the term of this Lease should lose its tax-exempt status for Federal Income Tax purposes for more than one (1) taxable year, the LESSOR may, at its option, terminate this Lease by giving LESSEE written notice of such termination and specifying the date of termination. The LESSEE shall, at LESSOR's request, furnish evidence of the continuation of such tax-exempt status and a failure to furnish such evidence in acceptable form to the LESSOR after request shall constitute a default hereunder. C) In the event that LESSEE ceases its corporate existence, files for bankruptcy, or becomes financially insolvent, then the LESSOR may, at its option, terminate this Lease. 10 1090 D) In the event that LESSEE fails to make any of the payments of rent herein reserved from the date the same shall severally become due and payable, then the LESSOR may, at its option, terminate this Lease. E) In the event that LESSEE uses the Premises in any way not contemplated by this Lease, the LESSOR may terminate this Lease Agreement following the procedures in Paragraph 20 below. At the LESSOR's option, all new structures constructed by the LESSEE located on the leasehold shall be removed by LESSEE, at its sole expense, and the leasehold property shall be returned to its state at the beginning of the Lease. 20. Notice of Default. In the event of a default through breach of any covenant or through any use of the Premises which the BOCC finds to be a use not contemplated by the Lease,LESSOR shall give LESSEE written notice of the default, specifying those acts or things which must occur in order to cure said default, and LESSEE shall have such period of time as LESSOR shall designate, and not less than thirty (30) days, in its written notice of default, within which to cure the default. Should the default remain, upon expiration of the time granted to cure the same, LESSOR shall provide written notice to LESSEE of the termination of this Lease Agreement and such termination shall be effective immediately. 21. Normal Expiration of Leasehold Term. LESSEE shall voluntarily quit its use of the leasehold property and shall return the leasehold property to LESSOR on the date of the normal expiration of this Lease Agreement in a satisfactory condition as determined by the LESSOR. At the LESSOR's option,atthe time of expiration of the leasehold term,all new structures constructed by the LESSEE to the leasehold,shall be removed by LESSEE at LESSEE's sole expense. Further, LESSOR shall not be required to provide notice to LESSEE to quit the leasehold property upon the normal expiration of this Lease Agreement. LESSOR may, in its sole discretion, allow LESSEE to hold over upon expiration of this Lease, on such terms and conditions as LESSOR shall deem warranted. In the event that LESSEE shall hold over,LESSOR shall have the exclusive right to determine the terms and conditions of the same and shall notify LESSEE of those conditions in writing. 22. Quiet Enjoyment and Right of Use. LESSOR hereby covenants with LESSEE,that upon paying the rent and upon the performance by the LESSEE of the covenants and agreements herein set forth, that LESSEE shall have the right of ingress and egress to, from, and upon the leased Premises for all purposes necessary to the full quiet enjoyment by said LESSEE during the term of this Lease of the rights conveyed herein without any interruption by the LESSOR or by any person or persons claiming by, through or under it, unless such use of the Premises is required by LESSOR as set forth in paragraph 23 herein. LESSOR warrants unto LESSEE that the County owns the Premises in fee simple, free and clear of any and all liens, encumbrances, restrictive covenants, and exceptions and that it has full power, right, and authority to lease the Premises pursuant to this Lease. 23. Lessor's Right of Use. It is mutually understood and agreed by the LESSOR and LESSEE that if during the term hereof, the demised Premises or any part thereof shall be required by LESSOR for any lawful purpose,particularly including the use thereof for County purposes, or Airport purposes, then, and in that event, the LESSOR may, upon thirty (30) days, written notice 11 1091 to LESSEE, terminate this Lease Agreement and said property shall be delivered to the LESSOR in as good a condition as existed at the commencement of this Lease. 23. Abandonment or Suspension of Use. Should LESSEE voluntarily abandon or suspend its activities on the leasehold property and should that suspension or abandonment continue for a period of sixty (60) days, LESSOR may, at its option, terminate this Lease Agreement and LESSEE shall be required, hereby, to voluntarily quit the leasehold property. In this event, LESSOR may require that LESSEE, at its sole expense, remove all new structures constructed by LESSEE from the leasehold and return the property to LESSOR in as good a condition as existed at the commencement of this Lease. 24. Cessation of Key West Art and Historical Society, Inc. Operations. Upon the natural expiration or early termination of this Lease,the operation of the KWAHS as an historical museum and art gallery at Fort East Martello, shall immediately be ceased and all improvements, equipment, and other personalty of the LESSEE, its officers, staff, employees, agents, volunteers, and invitees shall immediately be removed from the Premises. Any damage to the Premises which has occurred due to the use contemplated under this Lease shall be immediately repaired and the Premises restored to its original condition, unless the parties agree at the cessation of operations that the Premises need not be repaired or restored due to other benefits installed by LESSEE during the term of this Lease. Should the LESSEE determine to cease operation prior to the natural termination of this Lease, the LESSEE shall give LESSOR prior written notice of such intended cessation sixty (60) days before the effective date of the cessation of operation. 25. Control of Use and Protection of Historic Structures. The LESSEE agrees that it will,within six(6)months of execution of this Lease Agreement,present to the BOCC an updated and detailed Plan which will demonstrate the continued control of the use of the facilities, the protection of the historic structures, including compliance with all life and fire safety codes, future plans for any expansion of services or programs, and other such concerns, which said Plan must be approved by the BOCC. The LESSOR and LESSEE agree that this Plan shall include details on specific repairs and actions taken to repair any damage caused by Hurricane Ian in 2022 to any of the historic structures at Fort East Martello. 26. Assignment. LESSEE may not assign this Lease or assign or subcontract any of its obligations under this Lease without the prior written approval of the Monroe County BOCC. All the obligations of this Lease will extend to and bind the legal representatives, successors, and assigns of the LESSEE and the LESSOR. 27. Subordination. This Lease is subordinate to the laws and regulations of the United States,the State of Florida, and Monroe County,whether in effect on commencement of this Lease or adopted after that date. 28. Premises to be Used for Lawful Purposes. It is expressly covenanted between the parties hereto that the LESSEE will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in violation of the laws of the United States, or of the State of Florida, or of the City of Key West, or 12 1092 of the Ordinances of Monroe County, Florida. LESSEE will keep and save the LESSOR forever harmless from any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of LESSEE, and LESSEE will indemnify and save and keep harmless the LESSOR against and from any loss, cost, damage, and expense arising out of any accident or other occurrence, causing injury to any person or property whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or any part thereof by LESSEE. 29. Limitation of Lessor's Liability. It is further agreed that in no case shall the LESSOR herein be liable,under any express or implied covenants in the Lease,for any damages whatsoever to the LESSEE beyond the rent reserved by the Lease accruing, for the act, or breach of covenant, for which damages may be sought to be recovered against said LESSOR, and that in the event said LESSEE shall be ousted from the possession of said property by reason of any defect in the title of said LESSOR or said LESSOR's authority to make this Lease, said LESSEE shall not be required to pay rent under this Lease while it is so deprived of said property, and that said LESSOR shall not incur any liability as a result of such ouster. 30. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 31. Rules and Regulations. A) COMPLIANCE. LESSEE shall comply with all reasonable rules and regulations with respect to use of the Premises, as the same may be amended from time to time, all additional laws, statutes, ordinances,regulations, and rules of the federal, state, and county governments, and any and all plans and programs developed in compliance therewith, which may be applicable to its operations, including specifically, without limiting the generality thereof, federal safety laws and regulations, and federal, state, and county environmental, hazardous waste and materials, historical standards and practices, and natural resources laws, regulations, and permits. B) It shall be a condition of this lease, that the LESSOR reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises herein described, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation or of flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the airport. That the LESSEE, expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the hereinafter described real property to such a height so as to comply with Federal Aviation Regulations, Part 77. That the LESSEE expressly agrees for itself, its successors and assigns,to prevent any use of the herein described Premises which would interfere with or adversely affect the operation or maintenance of the airport, or otherwise constitute an airport hazard. C) This Lease and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the Airport Owner acquired the subject 13 1093 property from the United States of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in the lease of said lands from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules, or regulations which have been, or may hereafter be adopted by the Airport Owner pertaining to the Key West International Airport, including any ordinance, rule, or regulation concerning mandatory insurance requirements for tenants at the Key West International Airport. D) VIOLATIONS. LESSEE agrees to pay on behalf of the LESSOR any penalty, assessment, or fine, issued against the LESSOR, or to defend in the name of the LESSOR any claim, assessment, or civil action, which may be presented or initiated by any agency or office of the federal, state, or county governments, based in whole or substantial part upon a claim or allegation that LESSEE, its agents, employees, or invitees have violated any law, ordinance, regulation, rule, or directives described in 31(A), (B), or(C) above. 32. Force Maieure. If either parry shall be delayed, hindered or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor trouble, inability to procure material, failure of power, riots, insurrection, war or Acts of God (including but not limited to flooding, tropical storms, and hurricanes) or other reasons of like nature not the fault of the parry delayed, in performing work or doing acts required under this Lease, the period for the performance of any such act shall be extended for a reasonable period. 33. Leasehold Improvements. The LESSEE agrees not to make any alterations to said Premises, without first obtaining written consent of the LESSOR to do so. Such alterations shall be based on plans approved by the Airport Director and the Monroe County Administrator or his designee, and shall be subject to all Federal, State, and County code provisions governing construction and historical structures. LESSEE shall be responsible for obtaining any permits required by any governmental agency. All site improvements shall be pre-approved by the Monroe County Board of County Commissioners. 34. Responsibility for Property on Leasehold. All property of any kind that may be on the Premises during the term of this Lease shall be at the sole risk of the LESSEE. The LESSOR shall not be liable to the LESSEE or any other person for any injury, loss, or damage to property or person on the Premises. 35. Damage to Leasehold. In the event that the demised Premises, or a major part thereof,are destroyed by fire, storm,or any other casualty,the LESSOR at its option may forthwith repair the damage to the Premises and any structures located thereon at its own cost and expense. The rental thereon shall cease until the completion of such repairs. If LESSOR exercises its option to repair the Premises, LESSEE agrees to assign its right, if any, to the insurance proceeds to the LESSOR. 36. Rights Reserved. Rights not specifically granted to LESSEE by this Lease are reserved to the LESSOR. 14 1094 37. Indemnification/Hold Harmless /Defense. The LESSEE covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, servants, and employees from any and all claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the LESSEE utilizing the property governed by this lease/rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 38. Joint Venture. LESSEE and LESSOR warrant and represent that by the execution of this Lease Agreement it is not the intent of the parties that the use of the leasehold property by LESSEE or the construction of improvements thereon by LESSEE be construed or deemed to represent a joint venture or undertaking between the LESSOR and LESSEE. LESSEE shall, at all times be responsible for the operation and coordination of maintenance of the leasehold property, the improvements constructed thereon, and the conduct of all activities and services provided by LESSEE as part of its operation. LESSEE shall be responsible for seeking and applying for funding sources to effect the purposes of this Agreement therefore, nothing contained within the Agreement is to be construed as a limitation on the LESSEE's ability to apply for funding for repairs and maintenance. In addition, LESSOR, as the owner of the improvements, shall also be authorized to apply for grant funding to effect the purposes of this Agreement. LESSOR and its authorized agents, contractors, and employees shall have the right to enter upon the leased premises when LESSOR, at its discretion, undertakes a repair or improvement. 39. Governing Law, Venue, and Interpretation. This Lease shall be governed by andid construed in accordance with the laws of the State of Flora 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 Lease, 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 Lease by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 40. Severability. If any term, covenant, condition, or provision of this Lease (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 Lease, shall not be affected thereby; and each remaining term, covenant, condition, and provision of this Lease 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 Lease would prevent the accomplishment of the original intent of this Lease. 15 1095 The LESSOR and LESSEE agree to reform the Lease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 41. Attorney's Fees and Costs. The LESSOR and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any parry relative to the enforcement or interpretation of this Agreement,the prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non- prevailing parry, 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 Lease shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 42. Binding Effect. The terms, covenants, conditions, and provisions of this Lease shall bind and inure to the benefit of the LESSOR and LESSEE and their respective legal representatives, successors, and assigns. 43. Authority. Each parry represents and warrants to the other that the execution, delivery, and performance of this Lease have been duly authorized by all necessary County and corporate action, as required by law. 44. Claims for Federal or State Aid. LESSOR and LESSEE agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each parry prior to submission. 45. Adiudication of Disputes or Disagreements. LESSOR 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 the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Lease or by Florida law. 46. Cooperation. In the event any administrative or legal proceeding is instituted against either parry relating to the formation, execution, performance, or breach of this Lease, LESSOR and LESSEE agree to participate,to the extent required by the other parry, in all proceedings,hearings, processes, meetings, and other activities related to the substance of this Lease or provision of the services under this Lease. LESSOR and LESSEE specifically agree that no parry to this Lease shall be required to enter into any arbitration proceedings related to this Lease. 47. Nondiscrimination. LESSOR and LESSEE 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 Lease automatically terminates without any further action on the part of any parry, effective the date of the court order. LESSOR and LESSEE agree to comply with all Federal and Florida statutes, and all local ordinances, as 16 1096 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 prohibits 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 ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended(42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s.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 s. 12101 Note), as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10)Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) All requirements imposed by or pursuant to Title 49,Code of Federal Regulations,Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally- assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Lease. In the event of breach of any of the above nondiscrimination covenants, Airport Owner shall have the right to terminate the Lease and to re-enter and as if said lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are followed and completed including exercise of expiration of appeal rights. 48. Covenant of No Interest. LESSOR and LESSEE covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Lease, and that the only interest of each is to perform and receive benefits as recited in this Lease. 49. Code of 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 employment or contractual relationship; and disclosure or use of certain information. 17 1097 50. No Solicitation/Payment. The LESSOR and LESSEE warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Lease 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 Lease. For the breach or violation of this provision,the LESSEE agrees that the LESSOR shall have the right to terminate this Lease 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. 51. Public Access. The LESSOR and LESSEE shall allow and permit reasonable access to, and inspection of, all documents,papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the LESSOR and LESSEE in conjunction with this Lease; and the LESSOR shall have the right to unilaterally cancel this Lease upon violation of this provision by LESSEE. 52. Non-Waiver of Immunity. Notwithstanding the provisions of Chapter 768.28,Florida Statutes, the participation of the LESSOR and LESSEE in this Lease 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. 53. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the LESSOR,when performing their respective functions under this Lease within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 54. Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory Duties. This Lease 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 Lease 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. 55. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Lease to enforce or attempt to enforce any third-party claim or 18 1098 entitlement to or benefit of any service or program contemplated hereunder, and the LESSOR and 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 Lease separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease. 56. Attestations. LESSEE agrees to execute such documents as the LESSOR may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Vendor Certification Regarding Scrutinized Companies. 57. 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 Lease or be subject to any personal liability or accountability by reason of the execution of this Lease. 58. Execution in Counterparts. This Lease may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Lease by signing any such counterpart. 59. Section Headings. Section headings have been inserted in this Lease as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Lease and will not be used in the interpretation of any provision of this Lease. 60. Cancellation of Agreement. LESSOR may cancel this Lease Agreement by giving LESSEE sixty (60) days' advanced written notice upon the happening of any of the following events: the appointment of a receiver of LESSEE's assets; the divesting of LESSEE's leasehold estate by other operation of law; or the abandonment by LESSEE of the Premises for a period of sixty (60) days. By the end of the sixty (60) days' notice period, LESSEE shall have vacated the premises and the LESSOR may immediately re-enter and take possession of same. If it is necessary to employ the services of an attorney in order to enforce the LESSOR's rights under this paragraph, the LESSOR shall be entitled to reasonable attorney's fees. 61. Mutual Review. This Lease has been carefully reviewed by LESSEE and LESSOR; therefore, this Lease is not to be construed against either party on the basis of authorship. 62. Remedies Cumulative. All remedies hereinbefore and hereafter conferred on LESSOR shall be deemed cumulative and no one exclusive of the other, or of any other remedy conferred by law. 19 1099 63. Notices. Any notice or correspondence required or permitted pursuant to this Lease shall be in writing and hand delivered or sent by United States Mail,postage prepaid, to the other party by certified mail, return receipt requested, or by courier with proof of delivery. Notice is deemed received by LESSEE when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice shall be sent to the following addresses: LESSOR: County Administrator County Attorney Monroe County Monroe County 1100 Simonton Street and P. O. Box 1026 Room 2-205 Key West, Florida 33041 Key West, Florida 33040 LESSEE: Executive Director Key West Art and Historical Society, Inc. 281 Front Street Key West, Florida 33040 64. Board of Directors Residency Requirements. During the term of this Lease, the LESSEE agrees that a majority of its Board of Directors shall be residents of Monroe County, Florida. 65. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any previous Lease Agreement, or any amendments thereto, entered into by the parties hereto shall be terminated upon execution of this Lease Agreement. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO FOLLOW] 20 1100 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA LESSOR BY: BY: As Deputy Clerk Mayor/Chairperson WITNESSES: KEY WEST ART AND HISTORICAL SOCIETY, INC. LESSEE BY: Signature Print Name: Print Name Date Title: Signature Date: Print Name Date M0,NA0E COUNTY ATTORNEY'ATTORNEY'S OFFICE !DATE; 21 1101 EXHIBITS "A" AND 44A-1" Diagram of Fort East Martello and Legal Description of Premises 22 1102 I r // �M� o i / b `o / !¢ P' I j" ,oiF�NaNO � Y li 1 1 J I 1 r I r I'I UY, Mf ti / r a , r! Exhibit "A-1" Commencing at the intersection of the Easterly property line of Meacham Field and the Northerly R/W line of South Roosevelt Boulevard, both as existing January 5, 1956; thence S 08°57'40" W along said Northerly R/W line, 596.11 feet to the POINT OF BEGINNING; thence N 24°01'10" W 129.22 feet; thence N 58°35'40" W, 156.15 feet; thence S 58°05'00" W, 225.90 feet; thence S 04012'20" W 142.92 feet, to the Northerly R/W line of South Roosevelt Boulevard; thence in an Easterly direction along said Northerly R/W line 394.6 feet,more or less,to the Point of Beginning. A parcel of land being a part of East Martello Towers recorded in Plat Book 1 at Page 31 of the Public Records of Monroe County, Florida, and said parcel lying Easterly and adjacent to the parcel of land leased to the Key West Art and Historical Society, and being more particularly described as follows: Commence at a point being the most Southeasterly point of said parcel of land leased to the Key West Art and Historical Society. Thence N 69051'24" E along the Northwesterly right of way of Roosevelt Boulevard for a distance of 170 feet to a point. Thence N 03059'32"West for a distance of 166 feet to a point. Thence S 86000'28" West for a distance of 325 feet more or less to a point. Thence S 58035'40" East for a distance of 156.15 feet to a point. Thence S 21002'20" East for a distance of 129.22 feet back to the point of beginning. 24 1104 EXHIBIT "B" Insurance Requirements 25 1105 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor will obtain Commercial General Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability The minimum limits acceptable is: $1,000,000 Combined Single Limit(CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. GL3 26 1106 BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Business Automobile Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) If split limits are provided, the minimum limits acceptable are: $ 200,000 per Person $ 300,000 per Occurrence $ 200,000 Property Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. VL2 27 1107 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $100,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. WC1 28 1108 COUNTY FORMS 29 1109 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (Company) warrants that he/she/it has not employed, retained or otherwise had act on his/her/ its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee". (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization, on 20 (date) by (name of affiant). He/She is personally known to me or has produced as identification. (Type of identification) NOTARY PUBLIC My commission expires: (SEAL) 30 1110 PUBLIC ENTITY CRIME STATEMENT "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, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply 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 a 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, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list." I have read the above and state that neither (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months. (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization, on the day of , 20 (date), by (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC (SEAL) My Commission Expires: 31 1111 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Respondent Vendor Name: Vendor FEIN: Vendor's Authorized Representative Name and Title: Address: City: State: Zip: Phone Number Email Address: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for good or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print Name: Title: Note: The List are available at the following Department of Management Services Site: httpe//www.dms.myflorida.com/business operations/state purchasing/vendor in susp ended discriminatory complaints vendor lists 32 1112 Liz Yongue From: Ballard-Lindsey <Ballard-Lindsey@ Mon roeCounty-FL.Gov> Sent: Tuesday, November 7, 2023 3:59 PM To: Gomez-Krystal; County Commissioners and Aides; Kevin Madok; Pamela G. Hancock; Senior Management Team and Aides; Liz Yongue; InternalAudit Cc: Gastesi-Roman; Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne; Pam Radloff; County-Attorney; Allen-John; Cioffari-Cheryl; Danise Henriquez; Saenz-Stephanie; Hurley-Christine; Rosch-Mark; Gambuzza-Dina; Beyers- John; Pam Radloff Subject: Item F17 BOCC 11/8/2023 DELETION Good afternoon, Please be advised that agenda item F-17 will be deleted. "Approval of a 20 year Lease Agreement with Key West Art and Historical Society, Inc. (KWAHS)for the East Martello and the required implementing Resolution. The lease updates all terms and conditions and includes renewal provisions under terms and conditions subject to the approval of the Board of County Commissioners." Sincerely, L%vuL .yy Ballard, Aide to Roman Gastesi, County Administrator Business Manager-Administration 1100 Simonton Street, Suite 2-205 Key West, FL 33040 (305)292-4443 (Office) (305)393-4442 (Cell Phone) (305)292-4544 (Fax) Courier Stop#1 Ballard-Lindsey@monroecounty-fl.gov www.monroecounty-fl.gov Monroe County, Florida "The Florida Keys" "We may encounter many defeats, but we must not be defeated." Maya Angelou PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM TTEE COUNTY RE(�ARDIN COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO 7WE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE. 00 Please c.on ider the ervironrrmnt when decidinghetl'aer to print this ema:aiL 1