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Resolution 298-2024 RESOLUTION NO. 298 -2024 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 within the boundaries of the Key West International Airport, with said premises known as Fort East Martello, ("Property"), after having acquired said premises 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 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 November 1, 2024, and terminating on October 31, 2044, 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 November 1, 2024, and terminating on October 31, 2044, 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 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 vid an initial twentyith the t o er 1,2024; o e (20)year term w he term:to commence N vemb and terminate on:October 31,20:4:4 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. a th e t e not for. Profit :organization to continue to provide services apd at• � M 1 f •1•t• •t• - programming Fort East. �artello and•re ated:facilities ies for the citizens of•Monro:e 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 16thday'of October,.2024.: • R . . Mayor:Ho1ly Merri•11 asch ein . Yes . Mayor Pro Tem James K. Scholl Yes n e Craig C omm .issio n r ra ates Yes • Commissioner Michelle Lincoln Yes .. • Commissioner David Rice: • Yes BOARD OF COUNTY COMMISSIONERS is • IN MADOK, CLERK OF MONROE COUNTY,FLORIDA B B •. • . y As Deputy Clerk Mayor. Holly:Merrill Raschein f. • CNj $OFF.JC}ram, Via► • .. :. PATRICIA EARL.E • 07 z DATE: 0 � (�24 EXHIBIT "A" Lease Agreement 4 LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into on this 16th day of October, 2024, 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 and operates the Key West International Airport within which lies 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 "A1," which are attached hereto and made a part of this Lease Agreement; and WHEREAS, LESSEE is a not-far-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 I County,as well as all persons who understand the importance of maintaining the historic character of the Fort East MartelIo; 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, Fort East Martello is a civil war era fortification whose construction dates back to 1862 and which, on June 19, 1972, 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 Qver 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 2 ..................... ....................... ..... providing services and programs to further enhance the experience of residents and visitors to the 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 asset forth herein and to better regulate the respective rights and responsibilities of each party 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: I. 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 November 1, 2024, and ending on October:11, 2044, 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. Otion 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 3 00/100 ($1.00) Dollar per year for a total rental of Twenty and 00/100 ($20.00) Dollars for the 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 arnount 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 Board of County Commissioners and remitted to the Key West International Airport Business Office at 3491 South Roosevelt Blvd., 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 ]eased 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 apart 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 executioni of this Lease and annually thereafter to the Monroe County Facilities Maintenance Department. 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 ofLESSEE'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. 4 ................ ......... ...... 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 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 S herein not covered by a County contract or 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 5 term. COUNTY shall be, and is, empowered to apply for, seek, and obtain federal, state, and/or 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 party 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 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 Iocation only and for the specific identified purpose of the fundraising efforts or granti sought by LESSEE. (G) Commercial For-Profit Events: LESSEE may hold a limited number of commercial for-profit events that shall not impact LESSEE's core mission and core function as set forth in sections 9(A) through 9(D) above. LESSEE shall obtain written approval from the Director of Airports or his designee, which approval shall not be unreasonably withheld, for all proposed commercial for-profit events prior to any advertising or scheduling of the event. LESSEE shall remit a portion of the gross revenues raised at the event at a percentage to be agreed upon by the LESSEE and the Director of Airports or his designee at the time written approval for the event is obtained and the percentage of the gross revenue to be remitted to the Airports' Business office shall be memorialized in the Director of Airports approval memo. Gross revenue shall be defined as the total amount of revenue generated at or by the event with the only exclusion being state, federal and local taxes. LESSEE's Ghost Tours operation shall be exempt from this section. 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 7 .......................................................... . ..................... 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. 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 Director of Airports and 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 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 Director of Airports and the BOCC through a process commencing with provision of a written request to the Director of Airports 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 approved by the Director of Airports and 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. 8 . .. .... .. . 13. Construction. LESSEE shall, prior to commencing rehabilitation or the construction on any new improvement not deemed minor, obtain conceptual approval by the Director of Airports and 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 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. I& Right_of F�rst.Refusal. If, during the term of this I,eaae 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. 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, in excess of two (2) weeks per group or organization, without the prior approval of the County 9 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 1st 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 he kept, then this beat Agreement may be terminated at the cption 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 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 leaschold 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,at the 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 holdover,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. Le_ssor'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 II 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 the Director of Airports 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 MartelIo. 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_ e_Used for Lawful u rposes. It is expressly covenanted between the P .__ 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 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 the Airport 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 Iaws, 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 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. For_c_e_Majeure. If either party 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 party 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. 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 he.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 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 leaschold 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 and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this 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. 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. 15 41. Attornev'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 party relative to the enforcement or interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative,and out-of-pocket expenses,as an award against the non- prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this 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. BindinjZ 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 party 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 party prior to submission. 45. Adjudication 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 party 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 party relating to the formation, execution, performance, or breach of this Lease, LESSOR and LESSEE agree to participate,to the extent required by the other party, in all proceedings,hearings, processes, meetings, and other activities related to the substance of this Lease or provision of the services under this Lease. LESSOR and LESSEE specifically agree that no party 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 party,effective the date of the court order. LESSOR and LESSEE agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VII of the Civil Rights Act of 1964 (PL 88-352)which 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. 6141-6107)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 16 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 11, 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. 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 17 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 Iaw. 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 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 18 constitute one and the same instrument and any of the parties hereto may execute this Lease by signing any such counterpart. If any signature is delivered by email delivery of a ".pdf' format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if the ".pdf' signature was an original signature. The Lessee transmitting an electronic signature will provide the inked original to the County, at the County's request. 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 leaschold 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. 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. 19 ........ ........ 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 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. ,rye:. ,4- p S i--��y ri-,:,',,%i¢�'(S�EEAL) ; 1 BOARD OF COUNTY COMMISSIONERS 6' .:.,.;,.F''-ATTEST: fE:VIN MADOK,CLERK. OF MONROE COUNTY, FLORIDA I��f <: ' H r -,,,-;ti,,),4 14,, LESSOR 4 i �f �rf ,`,: BY.:- -•a:',,:i j: BY. '' As Deput Clerk Mayor/Chairperson Date: iOJt(oilo7)'((9 12-0-2-14 WITNESSES: KEY WEST ART AND HISTORICAL SOCIETY, INC. LESSEE t'11 -431---) 101.-kr\c/b%-eo..... CS-50A t BY: i \\—: .151'.1)e.' Signature ILç2 - LL��T Q • 3 o'z4printName: kp F G.IsDA Print Name Date 'f,l' -'1 Title: E K EC € loEcToe_ Signature sv nesxi '� M' vwJ t O • 2ti Print Name Date ' :,., 1, ..1 Z _- ,.., uvj'. =..w eon A RNEY`S O FIC L.L 1 # .. ASSi' -,1-I( UL L.L. "4 .... EXHIBITS "A" AND 66A-1" Diagram of Fort East Martello and Legal Description of Premises 22 �Y JiY r / r A'AI(1 I l` rr r If f IIII ��i y'� VII`m✓W�Viey;Tp c z y ii YII � ,pair �au�y r/r�irir•� r fl i r Y G k I 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°01110" W 129.22 feet; thence N 58°35'40" W, I56.15 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 I at Page 31 of the Public Records of Monroe County, Florida, and said parcel Iying 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 69°51'24" E along the Northwesterly right of way of Roosevelt Boulevard for a distance of 170 feet to a point. Thence N 03°59'32" 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 58°35'40" 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 EXHIBIT "B" Insurance Requirements 25 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT F09. f:oQ-v EA%m, fYjAQtE" 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 BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT FC&- FUR-T E7AST" N f*j.T' w BETWEEN MONROE COUNTY,FLORIDA AND �1 1s i5C AZV l VZQ 14 tSW-I( c s ac 6 ,lkx- 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 an all policies issued to satisfy the above requirements. VL2 27 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT F�g'FCyT e,c&� MAWmULU BETWEEN MONROE COUNTY,FLORIDA .AND �r Wu- C Aft 90 UMN icy, 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. WC] 28 COUNTY FORMS 29 . . .. .............. ....................... .. ................. .......... ..... .......... ...... . .................... ....... ......... ....... ...... SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE v s�,� 4, (Company) warrants that helshe/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". (Sign ture) Date: c[• 3C�• 24 STATE OF: l�lrlu�, COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of`X physical presence or ❑ online notarization, on 20 (date) by (name of affiant). He/She is personally know_n to me or has produced as identification. (Type of identification) NOTARY PUBLIC My commission expires: g�j, � _ (SEAL) a 1 IM-LNNVS1ON MYCOh4MSIONMI"M EXPIRES:November 21,2025 30 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, proposals, or replies 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 VWq-uSj NlkG1 k h . G tt oot, (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six (36) months. (Sign Lure) / Date: q• 30 • a_`A STATE OF: COUNTY OF: ^� Subscribed and sworn to (or affirmed) before me, by means of'k physical presence or ❑ online notarization, on the day of fgnkm, , 20 date), by C � (name of affiant). !/S�he is personally nown to me r has produced (type of identification) as identification. NOTARY PUBLIC (SEAL) My Commission Expires: f<<�� '`J P% KIM LW NGST'ON 3 I MY COMASSION#HH199135 or EXPIRES:November 2I,2025 VENDOR CERTIFICATION EGA I G SCRUTINIZED COMPANIES LISTS Project Descri,ption(s): OP_ Respondent Vendor dame: M �,ms� A\S. t C fin. Vendor FEIN: Vendor's Authorized Representative Name and Title: 1, tl Address: City: E',I State: E Zip: _ . Phone Number_ 4I Email Address: MC4iga A fi 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 Terrorism Sectors 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$1,000,0100 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors 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 Sectors List or been engaged in business operations in Cuba or Syria. Vendor has reviewed Section 287.135, Florida Statutes, and in accordance with such provision of Florida taw, is eligible to bid on, submit a proposal for, or enter into or renew a contract with Monroe County for goods or services. Certified By: kC_ - V. who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print. Game: -k2 Title:' Note: The List are available at the following Department of Management Services Site: http://www.,dms.myflorida.com/bLisines:s_ope ratio ns/state purchasin /vendor information/convicted susR ended discriminatoru complaints vendor lists 32 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: rc S"lC] C i 1N Vendor FEIN: 5!J - bt,0 _bLuQ Vendor's Authorized Representative: 1�C�[-- , [Xt k-KeLUTWE IPIRYCIM (Name and Title) Address: a c� tz"k31 c�F . City: K-ENt Wlusrz- State: F-L Zip: ..33yL1 y Phone Number: 3a�a__`,9 _5 - (D b t ( ...........-..._ Email Address: As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: t[.1-lA t_ 1 G. (E—Dft.- , who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print Name: tLy4��t_ IF. G=�o- _-. Title: �Cl.�`�llTiP.�`�-TC�ra 33 KEYWEST-29 DORSEYRI ACORO"° CERTIFICATE OF LIABILITY INSURANCE D TE 11/20/2023Y) 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 Julie Broche NAME: Insurance Office of America PHONE FAX 13361 Overseas Highway (A/C,No,Ext): (305)537-2803 (A/C,No):(305)743-0582 Marathon,FL 33050 E-MAIL Julie.Broche@ioausa.com INSURERS AFFORDING COVERAGE NAIC# INSURERA: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 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 MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE DWI X OCCUR 6607396H097 11/19/2023 11/19/2024 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/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO X 6607396HO97 11/19/2023 11/19/2024 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 $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE CUP2061YO81 11/19/2023 11/19/2024 AGGREGATE $ DED X RETENTION$ 5,000 $ 1,000,000 T PER AND EMPLOYERS'L ABILITY Y/N 1rR 4 STATUTE EERH- ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ �""'" E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A �i (Mandatory in NH) "' - "'"° E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 7 DESCRIPTION OF OPERATIONS below 101.24 E.L.DISEASE-POLICY LIMIT $ DA WAMM wok . . DESCRIPTION OF OPERATIONS/LOCATIONS/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.#CG D4 1104 08 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 BOCC 1100 Simonton St m � Key West FL 33040 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD KEYWE-1 ACORO"° CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) � 10/02/2024 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 endorsements . PRODUCER 305-477-0444 CONTACT Combined Underwriters of Miami NAME: Combined Underwriters of Miami PHONE 305-477-0444 FAX 305-599-2343 8240 N.W.52 Terr,Suite 408 (A/C,No,Ext): (A/C,No): Miami,FL 33166 aDORIEss:certificates@combinedmiami.com SUSAN SANCHEZ-ARMENGOL INSURERS AFFORDING COVERAGE NAIC# INSURER A:Employers Preferred INSURED INSURER B KEY WEST ART&HISTORIC SOCIETY 281 FRONT ST INSURER C KEY WEST,FL 33040 INSURER D 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 ITRCOMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any oneperson) $ APPROVED BY RISK MANAGEMENT PERSONAL&ADV INJURY $ i�1 ,, GEN'L AGGREGATE LIMIT APPLIES PER: DATE I O�3�ZOG4 GENERAL AGGREGATE $ ElPOLICY JJECT 1:1LOC WAIVER N/A_YES_ PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN EIG4844040-02 10/15/2024 10/15/2025 100,000 ANY PROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under 100,000 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) Certificate Holder CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1100 SIMONTON ST KEY WEST, FL 33040 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN October 25, 2024 Michael F. Gieda, Executive Director Key West Art and Historical Society, Inc. 281 Front Street Key West, Florida 33040 Dear Mr. Gieda, Attached is a certified copy of Resolution No. 298-2024 by the Monroe County Board of County Commissioners' approving a new Lease Agreement with Key West Art and Historical Society, Inc., for its continued lease of the East Martello Fort, for an initial 20-year term with renewal options, updates to the insurance requirements, and all other terms and conditions. This Resolution was adopted by the Monroe County Board of County Commissioners at a regular meeting, held in formal session, on October 16, 2024. Should you have any questions, please feel free to contact me at(305) 292-3550. Respectfully Submitted, Kevin Madok, CPA, Clerk of the Circuit Court and ex-officio to the Monroe County Board of County Commissioners By: Liz Yongue, Deputy Clerk cc: File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070