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Agenda 05/13/2013 Item #16E 55/14/2013 16.E.5. EXECUTIVE SUMMARY Recommendation to approve a Lease and License Agreement with East Naples United Methodist Church, Inc., a Florida Non Profit Corporation, for the continued use of the parking area located in the northern most portion of the Government Center. OBJECTIVE: The Lease with East Naples United Methodist Church, Inc., requires renewal in order to continue utilizing the parking area. CONSIDERATIONS: The County has leased the subject property from East Naples United Methodist Church, Inc. (`Lessor') since 2002. The property is located in two areas; 1) along the southern side of the East Naples United Methodist Church, and 2) to the northwest of the Jail at the main Government Center. The attached Lease and License Agreement (`Agreement') reflects the new lease term which is retroactive as of February 1, 2013 and automatically renews annually. The Agreement provides both Lessor and County the right to terminate the Agreement, at any time, by providing the other party with thirty day prior written notice of the termination. The annual rent shall be $3,000 for the first year with 5% annual increases throughout the life of the lease. The rent reflects the Lessor's actual expenses for irrigation and lighting costs pertaining to the leased property. The County will continue to be responsible for maintaining the subject property at its sole cost. All other terms and conditions of the Agreement reflect those included in the previous Agreement approved by the Board of County Commissioners in 2002. The attached Agreement has been reviewed by the Facilities Management Department and by the Office of the County Attorney for legal sufficiency. FISCAL IMPACT: The annual rent for the first year of $3,000, shall be paid in full, and the rent for each year thereafter shall be increased by five percent from the previous year, compounded, and shall be paid from the General Fund (001) Maintenance Services (122240). GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. LEGAL CONSIDERATIONS: The attached Agreement has been reviewed approved by the County Attorney, has been approved as to form and legality, and requires majority vote for approval. — JAK RECOMMENDATION: That the Board of County Commissioners approves the attached Lease and License Agreement with East Naples United Methodist Church, Inc., and authorizes its Chairwoman to execute same. PREPARED BY: Michael Dowling, Sr. Property Management Specialist, Real Property Management, Facilities Management Department Packet Page -3375- 5/14/2013 16.E.5. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.E.16.E.5. Item Summary: Recommendation to approve a Lease and License Agreement with East Naples United Methodist Church, Inc., a Florida Non Profit Corporation, for the continued use of the parking area located in the northern most portion of the Government Center. Meeting Date: 5/14/2013 Prepared By Name: DowlingMichael Title: Property Management Specialist, Senior,Facilities 4/15/2013 10:37:07 AM Submitted by Title: Property Management Specialist, Senior,Facilities Name: DowlingMichael 4/15/2013 10:37:09 AM Approved By Name: CampSkip Title: Director - Facilities Management,Facilities Manage Date: 4/15/2013 11:24:25 AM Name: pochopinpat Title: Administrative Assistant,Facilities Management Date: 4/15/2013 2:00:34 PM Name: MottToni Title: Manager - Property Acquisition & Const M,Facilitie Date: 4/16/2013 8:47:37 AM Name: KlatzkowJeff Title: County Attorney Date: 4/24/2013 3:03:47 PM Packet Page -3376- Name: PriceLen Title: Administrator, Administrative Services Date: 4/30/2013 8:05:47 PM Name: KlatzkowJeff Title: County Attorney Date: 5/1/2013 11:31:48 AM Name: PryorCheryl Title: Management/ Budget Analyst, Senior,Office of Manag Date: 5/1/2013 11:55:29 AM Name: OchsLeo Title: County Manager Date: 5/2/2013 4:43:27 PM Packet Page -3377- 5/14/2013 16.E.5. 5/14/2013 16.E.5. LEASE AND LICENSE AGREEMENT THIS LEASE AND LICENSE AGREEMENT (hereinafter the "LEASE ") entered into this day of April, 2013, between East Naples United Methodist Church, a Florida Non Profit Corporation, whose mailing address is 2701 Airport Road South, Naples, Florida 34112, hereinafter referred to as "LESSOR ", and Collier County, a political subdivision. of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred as "LESSEE ". WITNESSETH In consideration of the mutual covenants contained herein, and other valuable consideration, the parties agree as follows: ARTICLE 1. Demised Premises LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR the property described in Exhibit "A" which is attached and made a part of this Lease, hereinafter referred to as the "Demised Premises ", for the sole purpose of utilizing a motor vehicle parking area. Through this LEASE, LESSOR hereby grants LESSEE a bare license for the use of an additional parking area hereinafter referred to as the "Shared Area" and further described in Exhibit "A" for additional motor vehicle parking. Additional information is set out regarding the bare license in Article 2 of this LEASE. LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised Premises or any part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public authority. This LEASE AND LICENSE AGREEMENT supersedes and replaces the Lease Agreement between the parties dated December 3, 2011. ARTICLE 2. Bare License LESSOR grants to LESSEE a bare license whereby LESSEE may use the Shared Area designated in Exhibit "A" for additional motor vehicle parking during the LESSEE'S daytime business hours, which is from 7:30 A.M. through 5:30 P.M., Monday through Friday, and during any other times deemed necessary by LESSEE. LESSOR reserves preemptive rights to utilize these parking areas during daytime business hours for its parking use, and shall not be required to inform LESSEE in advance of its need for this Shared Area. LESSOR may contact LESSEE of its intention to utilize the parking area by any form of communication, or LESSOR may elect to place traffic cones or other appropriate means to restrict parking for LESSOR'S use of the Shared Areas on a particular day or at all other times LESSOR needs use of the Shared Area. LESSEE shall not be responsible for the physical condition of the Shared Area, nor any costs associated with repair or maintenance thereof. LESSEE covenants and agrees not to use, occupy, C� Packet Page -3378- 5/14/2013 16.E.5. suffer or permit said Shared Area or any part thereof to be used or occupied for any purpose contrary to law or the rules or regulations of any public authority. All other terms of this LEASE not otherwise specified in Article 2 apply to the bare license. ARTICLE 3. Term of Lease LESSEE shall hold the Demised Premises and have access to the Shared Area for a term of one (1) year, commencing on February 1, 2013 and ending January 31, 2014. Following the initial term of one year commencing February 1, 2013 and ending January 31, 2014, the one year lease term will automatically renew yearly unless either party provides notice of termination according to the termination provision herein. LESSOR and LESSEE may modify the terms of this agreement so long as such modification is in writing and signed by both parties. LESSOR and LESSEE, however, both reserve the right to terminate this Lease, with or without cause, upon thirty (30) days prior written notice of such termination at the addresses set forth in ARTICLE 13 of this Lease. Said notice shall be effective upon actual receipt by the non- terminating party- ARTICLE 4. Rent LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of Three Thousand Dollars and 00 /100 Cents ($3,000.00) per annum to be paid in full within fourteen (14) days from the commencement date of this LEASE and annually thereafter upon the anniversary date of this LEASE. Upon the occurrence of the automatic renewal provision in ARTICLE 3, the rental amount will increase by five percent (5 %) and the amount shall be compounded for each year thereafter. For example, year one's lease amount is $3,000. Year two's lease amount will increase by five percent (5 %) and shall be $3,150. Year three's lease amount will increase five percent (5 %) from year two's lease amount and shall be $3,307.50, and so on and so forth until such a time as either party chooses to terminate this lease according to the provisions set forth in ARTICLE 3. Should the operating expenses exceed this five percent (5 %) increase provision, both parties have the right to renegotiate the renewal rental amount of the lease according to the modification clause in ARTICLE 3. If LESSOR or LESSEE should terminate this Lease prior to the termination date or prior to any renewals thereto, as provided for in Article 3, the pre -paid annual rent shall be returned to the LESSEE based on LESSEE'S unused, pro -rata share of rent, and shall be returned by LESSOR within thirty days from the early termination date thereof. ARTICLE 5. Obligations of the Parties LESSOR reserves the rights of its invitees, visitors, and /or employees during those times when LESSEE is not utilizing the Demised Premises, more specifically, but not limited to, weekends, JY) Packet Page -3379- 5/14/2013 16.E.5. weekday evenings, and when needed for church services and/or any other church activity /function. LESSOR SHALL HAVE EXCLUSIVE USE OF THE SHARED AREA ON SUNDAYS. LESSEE expressly agrees for itself, its successor and assigns, to refrain from any use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S standard operations. ARTICLE 6. Modifications to Demised Premises Prior to making any changes, alterations, additions or improvements to the Demised Premises, LESSEE will provide to LESSOR all proposals and plans for alterations, improvements, changes or additions to the Demised Premises for LESSOR'S prior written approval, specifying in writing the nature and extent of the desired alteration, improvement, change, or addition, along with the contemplated starting and completion time for such project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said request for changes, improvements, alterations or additions. LESSOR shall not unreasonably withhold its consent to required or appropriate alterations, improvements, changes or additions proposed by LESSEE. If after sixty (60) days there has been no written rejection delivered by LESSOR to LESSEE regarding said proposals or plans, then such silence shall be deemed as an APPROVAL to such request of LESSEE. LESSEE covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised Premises, to observe and comply with all then and future applicable laws, ordinances, rules, regulation, and requirements of the United States of America, State of Florida, County of Collier, and any and all governmental agencies having jurisdiction over the Demised Premises. All alterations, improvements, and additions to said Demised Premises shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR. Prior to the termination of this Lease or any renewal term thereof, or within thirty (30) days thereafter, if LESSOR so directs, LESSEE shall promptly remove all such additions, improvements, alterations, fixtures and installations which were placed in, on or upon the Demised Premises by or on behalf of LESSEE, and which are designated in said notice, and repair any damage occasioned to the Demised Premises by such removal and in default thereof, LESSOR may complete said removals and repairs at LESSEE'S expense. ARTICLE 7. Access to Demised Premises LESSOR, its duly authorized agents, representatives and employees, shall have the right without any notice to LESSEE, to enter into and upon the Demised Premises or any part thereof at all hours for the purpose of examining same and making repairs or janitorial service therein, and for the purposes of inspection for compliance with provisions of this LEASE. ARTICLE 8. Assignment and Subletting LESSEE covenants and agrees not to assign this Lease or to sublet the whole or any part of the Demised Premises, or to permit any other persons, other than another County agency, to occupy same without the prior expressed written consent of LESSOR. Any such assignment or subletting, even with Packet Page -3380- 5/14/2013 16.E.5. the consent of LESSOR, shall not relieve LESSEE from liability for payment of rent or other sums Aawk herein provided or from the obligation to keep and be bound by the terms, conditions and covenants of this Lease. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or subletting of the Demised Premises. ARTICLE 9. Indemnity and Insurance The LESSEE will, at all times, carry comprehensive general liability insurance in an amount not less than the sum of One Million Dollars and 00 /100 Cents ($1,000,000.00). The cost of all such premiums on all such policies shall be paid and borne by the LESSEE. The LESSOR'S name and address must be specifically listed as an "Additional Insured." LESSEE agrees to indemnify and hold harmless LESSOR and its officers, employees, agents or instrumentalities (the indemnified parties), from any and all claims, liabilities, demands, suits, causes of actions or proceedings of any kind or nature, losses or damages including attorneys' fees and costs of defense, which the indemnified parties may incur arising out of the negligence, error, omission, intentional acts, or other cause arising out of or resulting from the use of the Demised Premises and Shared Area by the LESSEE, its employees or others affiliated or associated with the LESSEE. The LESSEE shall pay claims and losses in connection with the all of the foregoing and shall investigate and defend all claims, suits, or actions of any kind or nature, including appellate proceedings in the name of the applicable indemnified party, and shall pay all costs and, judgments and attorney's fees which may issue thereon. ARTICLE 10. Maintenance LESSEE shall, at its sole cost and expense, keep the Demised Premises clean at all times. If said Demised Premises are not kept clean in the opinion of LESSOR, LESSEE will be so advised in writing. If corrective action is not taken within thirty (30) days of the receipt of such notice, LESSOR will cause the same to be cleaned and corrected and LESSEE shall assume and pay all necessary cleaning costs and such costs shall constitute additional rent which shall be paid by LESSEE within thirty (30) days of receipt of written notice of costs incurred by LESSOR. The payment of the utilities, such as water and electric, are the responsibility of the LESSOR. ARTICLE 11. Default by LESSEE Failure of LESSEE to comply with any provision or covenant of this Lease shall constitute a default and LESSOR may, at LESSOR'S option, terminate this Lease after thirty (30) days written notice to LESSEE, unless the default is cured within that notice period (or such additional time as is reasonably required to correct such default). ARTICLE 12. Default by LESSOR LESSOR shall in no event be charged with default in the performance of any of its obligations hereunder unless and until LESSOR shall have failed to perform such obligations within ninety (90) Packet Page -3381- 5/14/2013 16.E.5. days (or such additional time as is reasonably required to correct such default) after written notice from LESSEE to LESSOR properly specifying wherein LESSOR has failed to perform any such obligations. The failure of either party to insist upon strict adherence to any single term of this LEASE on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this lease. ARTICLE l' ). Notices Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to the other party at the following addresses: LESSEE: Board of County Commissioners c/o Real Property Mgmt. Dept. 3301 Tamiami Trail East Administration Building Naples, Florida 34112 cc: Office of the County Attorney ARTICLE 14. Surrender of Premises LESSOR: East Naples United Methodist Church Attention: Chairman, Board of Trustees 2701 Airport Road South Naples, FL 34112 LESSEE covenants and agrees to deliver up and surrender to LESSOR possession of the Demised Premises upon expiration of this Lease, or its earlier termination, broom clean and in as good condition and repair as at the commencement of the term of this Lease or may have been put by LESSOR or LESSEE during the continuance thereof, excepting ordinary wear and tear. ARTICLE 15. Radon Gas In compliance with Section 404.056, Florida Statutes, all parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Department. ARTICLE 16. Effective Date This Lease Agreement shall become effective upon execution by both LESSOR and LESSEE. ARTICLE 17. Governing Law This Lease Agreement shall be governed and construed in accordance with the laws of the State of Florida. Packet Page -3382- 5/14/2013 16.E.5. ARTICLE 18. Severability If any provision of this LEASE is determined invalid, unenforceable, or illegal for any reason, the remainder of this LEASE shall remain in full force and effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals. AS TO THE LESSEE: DATED: ATTEST: DWIGHT E. BROCK, CLERK t , Deputy Clerk AS TO THE LESSOR: DATED: �3 ATTEST: C orate Secretary (CORPORATE SEAL) BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA GEORGIA A. HILLER, ESQ. CHAIRWOMAN EAST NAPLES UNITED METHODIST CHURCH BY:"�" Tom McElroy Chairman of the Board of Trustees Packet Page -3383- 5/14/2013 16.E.5. Exhibit `A' Aerial of 2701 Airport Road South, Naples, Florida 34112 DEMISED PREMISES DEMISED PREMISES Packet Page -3384- e