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Agenda 09/14/2010 Item #16K 7 jl,genda Item No. 16K7 September 14, 2010 Page 1 of 25 EXECUTIVE SUMMARY Recommendation (1) to adopt a Resolution which formally accepts the improvements built by the Marco Island Historical Society which now comprise the Marco Island Museum Complex, including the Rose History Auditorium, and authorizes the leasing of the Rose History Auditorium back to the Marco Island Historical Society; and (2) to approve both a Memorandum of Understanding and a Long-Term Lease with the Marco Island Historical Society with respect to the new Marco Island Historical Museum. OBJECTIVE: To obtain the Board of County Commissioners (Board's) adoption of a resolution and approval of two related agreements with the Marco Island Historical Society, Inc. ("MIHS"). CONSIDERA TIONS: Collier County entered into a Marco Island Museum License Agreement with MIHS on May 13, 2003 (amended July 25, 2006), which authorized MIHS to raise funds for the construction of an historical museum for public use on County property. MIHS has completed construction of the museum at 180 South Heathwood Drive and fulfilled its obligations under the License Agreement. The purpose of the resolution is for the Board to formally accept the improvements made by MIHS which now comprise the Marco Island Museum complex, and to authorize the leasing of the Rose History Auditorium back to the MIHS. The purpose of the proposed Memorandum of Understanding is to establish the roles of the County and MIHS in the future funding, staffing, operation and maintenance of the new Marco Island Historical Museum, including the running of the gift shop by MIHS. The Lease provides for two separate and distinct uses of the Rose History Auditorium. The first approved use authorizes MIHS to operate the building for the benefit of the Museum. The second approved use authorizes MIHS to utilize the building as a community center, which will include MIHS' own functions and ability to rent the Auditorium for private events. The County's Board-approved Standard Form Not-For-Profit Long-Term Lease was used as the form ofthis Lease. Because of this dual purpose, the Standard Form Lease Agreement was modified with respect to the term of the agreement. To meet the need of the Auditorium to support the Museum, instead of the standard 30-year term, the Lease is structured to continue automatically on a year-to-year basis for so long as the main facility is operated as a museum. Since the other purpose of the Lease is to operate the facility as a community center, should the main facility cease to operate as a museum, MIHS has the right to partition the property to create a separate parcel for the Rose History Auditoriunl. This right is contingent upon MIHS paying the then property owner the pro-rata portion of the assessed value of the entire tract. Should a partition or purchase be impractical or impossible, MIHS would have the right to extend this Lease for an additional tenn of 30 years and then operate the premises solely as a community center. Aaenda Item No_ 16K7 ~September 14, 2010 Page 2 of 25 FISCAL IMPACT: Negligible. This Standard Form Not-For-Profit Lease provides for $1 per annum rent to the County and for MIHS to pay all costs, fees and charges concerning the premIses. GROWTH MANAGEMENT IMPACT: None. LEGAL CONSIDERATIONS: Both proposed agreements are legally sufficient for Board action. - JAK. RECOMMENDA TION: That the Board of County Commissioners approves the attached Memorandum of Understanding and Long Term Lease with the Marco Island Historical Society, Inc. PREPARED BY: Jeffrey A. Klatzkow, County Attorney 2 Agenda Item No. 16K7 September 14, 2010 Page 3 of 25 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: Item Summary: 16K7 Recommendation (1) to adopt a Resolution which formally accepts the improvements built by the Marco Island Historical Society which now comprise the Marco Island Museum Complex, including the Rose History Auditorium, and authorizes the leasing of the Rose History Auditorium back to the Marco Island Historical Society; and (2) to approve both a Memorandum of Understanding and a Long-Term Lease with the Marco Island Historical Society with respect to the new Marco Island Historical Museum. Meeting Date: 9/14/20109:00:00 AM Prepared By Jeff Klatzkow County Attorney Date 9/7/20102:41:21 PM Approved By Jeff Klatzkow County Attorney Date 9/7/20104:20 PM Approved By Ron Jamro Director - Museum Date Public Services Division Museum 9/7/20104:50 PM Approved By OMB Coordinator Date County Manager's Office Office of Management & Budget 9/8/2010 2: 18 PM Approved By Randy Greenwald Office of Management & Budget Management/Budget Analyst Date Office of Management & Budget 9/8/20102:34 PM Approved By Leo E. Ochs, Jr. County Manager Date County Managers Office County Managers Office 9/8/20103:01 PM Agenda Item No. 16K7 September 14, 2010 Page 4 of 25 RESOLUTION NO. 2010 - A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, ACCEPTING THE IMPROVEMENTS BUlL T BY THE MARCO ISLAND HISTORICAL SOCIETY WHICH NOW COMPRISE THE MARCO ISLAND MUSEUM COMPLEX, INCLUDING THE ROSE HISTORY AUDITORIUM, AND LEASING THE ROSE HISTORY AUDITORIUM BACK TO THE MARCO ISLAND HISTORICAL SOCIETY. WHEREAS, the parties entered into a License Agreement dated the 13th day of May, 2003, as amended on July 25, 2006, which authorized the MIHS to raise funds for the purpose of constructing an historical museum (hereinafter "the Museum") for public use on County property described as Tract D, Marco Beach Unit 7 alk/a 180 South Heathwood Drive, Marco Island, Florida 34145, at the expense of the MIHS to be o\\'l1ed and operated by the County as part of the Collier County Museum system; and WHEREAS, MIHS has completed that construction and fulfilled all of its obligations under said License Agreement to the satisfaction of the County; and WHEREAS, one of the improvements which MIHS funded and constructed is the Rose History Auditorium. In raising private and public funds from local organizations, individuals, etc., and as part of said fundraising, it was understood that this building would be used in part as a community center, used by MIHS for its OVI"TI functions and also leased for private events; and WHEREAS, Florida Statutes Section 125.38 provides that if a corporation or other organization not for profit which may be organized for the purposes of promoting community interest and welfare, should desire any real or personal property that may be owned by any county of this state or by its board of county commissioners, for public or community interest and welfare, then such corporation or organization may apply to the board of county commissioners for a conveyance or lease of such property, and that such board, if satisfied that such property is required for such use and is not needed for county purposes, may thereupon conveyor lease the same at private sale to the applicant for such price, whether nominal or otherwise, as such board may fix, regardless of the actual value of such property; and WHEREAS, MIHS, a duly organized not-for-profit corporation, has applied to the Board of County Commissioners for a Lease of the Rose History Auditorium, which the Board has determined is not presently needed for County purposes; and Agenda Item No. 16K7 September 14, 2010 Page 5 of 25 WHEREAS, it is the Board's finding that it is in the public interest to lease the Rose History Auditorium to MIHS on the terms and conditions set forth in the attached Lease Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: 1. The County hereby accepts all of the aforesaid improvements made by MIHS to Tract D, Marco Beach Unit 7 a/k/a 180 South Heathwood Drive, Marco Island, Florida 34145, including all structures and the grounds, and the Marco Island Historical Museum is accepted as part of the Collier County Museum System. 2. The Board hereby leases the Rose History Auditorium to MIHS in accordance with the terms and conditions of the attached Lease Agreement. THIS RESOLUTION ADOPTED after motion, second and majority vote on this the 14th day of September, 2010. ATTEST: D\VIGHT E. BROCK, Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By; , Deputy Clerk By; FRED W. COYLE, CHAIRMAN ey 2 Agenda Item No. 16K7 September 14, 2010 Page 6 of 25 COLLIER COUNTY STANDARD FORM LONG-TERM LEASE NOT-FOR-PROFIT ENTITY Rose History Auditorium - Marco Island Historical Museum This Long-Term Lease (hereinafter referred to as "Lease") is entered into this 14th day of September, 2010, by and between the Marco Island Historical Society, Inc., a Florida non-profit corporation, whose mailing address is P.O. Box 2282, Marco Island, Florida 34146, hereinafter referred to as "Lessee" or "MIHS," and Collier County, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "Lessor," collectively stated as the "Parties." This Lease is to be read in conjunction with the Agreement entered into by the parties this date with respect to the adjoining Marco Island Historical Museum. RECITALS: 'WHEREAS, Florida Statutes Section 125.38 provides that if a corporation or other organization not for profit which may be organized for the purposes of promoting community interest and welfare, should desire any real or personal property that may be ovvned by any county of this state or by its board of county commissioners, for public or community interest and welfare, then such corporation or organization may apply to the board of county commissioners for a conveyance or lease of such property, and that such board, if satisfied that such property is required for such use and is not needed for county purposes, may thereupon conveyor lease the same at private sale to the applicant for such price, whether nominal or otherwise, as such board may fix, regardless of the actual value of such property; and WHEREAS, Lessee, a duly organized not-for-profit corporation, has applied to the Board of County Commissioners for a Lease of certain property which the Board has determined is not presently needed for County purposes; and \VHEREAS, the MIHS funded and constructed the Rose History Auditorium by raising private and public funds from local organizations, individuals, etc., and as part of said fundraising it was understood that the building would be used in part as a community center, used by 1\.1JHS for its O\\>TI functions and also leased for private events. MIHS is willing to manage and oversee the use of the Rose History Auditorium consistent 'with the terms of this Agreement; and WHEREAS, it is the Board's finding that it is in the public interest to lease this property to Lessee on the terms and conditions set forth below. WIT N E SSE T H: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Lease on the follov,!ing terms and conditions: Page 1 of 11 Agenda Item No. 16K7 September 14, 2010 Page 7 of 25 1, Convevance. On the terms and conditions set forth in this Lease, and in consideration of Lessee's performance under this Lease, the Lessor conveys to the Lessee the present possessory interest in the Leased Premises described below. 2. Description of Leased Premises. The Leased Premises which is the subject of this Lease is the Rose History Auditorium, located at 180 S. Heathwood Drive, Marco Island, Florida 34145, hereinafter referred to as the "Premises." 3. Conditions to Conveyance, Lessee warrants and represents to Lessor that it has examined the title and boundaries of the Premises. Accordingly, this conveyance is subject to all of the following: a. Any and all conditions, restrictions, encumbrances and limitations now recorded against the Premises; b. Any and all existing or future zoning laws or ordinances; C" Any questions oftitle and survey that may arise in the future; and d. Lessee's satisfactory performance of all terms and conditions of this Lease. 4. Use of Premises. The purpose of this Lease is for Lessee to operate the premises in part as a community center, used by MIHS for its own functions or leased for private events, as well as for the benefit of the adjoining Marco Island Historical Museum, which uses the Board of County Commissioners has found to be in the public's interest. Lessor shall have the right to terminate this Lease should Lessee utilize the Premises in any manner inconsistent 'with the approved uses. In the event Lessee shall cease to use the Premises for these intended purposes, and such cessation of use shall continue for a period of sixty (60) days, this Lease, at the option of the Lessor, upon thirty (30) days \\'litten notice to the Lessee, shall be terminated and Lessee shall surrender and vacate the Premises to the Lessor within thirty (30) days after notice of such termination. Provided, however, said sixty (60) day period shall be tolled if such cessation is caused by events beyond the control of the Lessee such as acts of God or if such cessation is due to closing for reconstruction or repairs to the building constructed by Lessee on the Premises. 5. Permissible Alterations and Additions to Premises. Lessee may not make any alterations or additions to the Premises without obtaining Lessor's prior VvTitten consent, which consent may be withheld in Lessor's sole discretion. Lessee shall submit to Lessor plans and specifications for all alterations and additions at the time Lessor's consent is sought unless such changes were covered in the original agreement. 6. Term of Lease, The term of this Lease shall commence on the date first above \\'fitten, and shall continue automatically on a year-to-year basis for so long as the main facility is operated as a museum. Should the main facility cease being operated as a museum, Lessee shall have the right to partition the property to create a separate parcel to house the Rose History Auditorium. This newly created separate parcel would be the minimum parcel needed to meet all then-current code requirements, including parking, buffering and setback requirements. This right is contingent upon Lessee paying the o\\'ner of the property the pro-rata portion of the assessed value of the entire tract. Should such partition or purchase be impractical or impossible, Lessee shall have the right to extend this Lease for an additional term of 30 years, and shall operate the premises solely as a community center, used by MIHS for its o\\'n functions and also Page 2 of 11 Agenda Item No. 16K7 September 14, 2010 Page 8 of 25 leased for private events. If Lessee holds over after the expiration of the lease term, such tenancy shall be from month to month under all of the terms, covenants and conditions of this Lease subject, however, to Lessor's right to seek legal reliefto eject Lessee from the Premises as a holdover. 7. Rent. The Lessee agrees to pay the Lessor the sum of $1.00 per annum, In advance, for each year of the term. . 8. Net Lease. This is a fully net lease, \\ith Lessee responsible for all costs, fees and charges concerning the Premises, Accordingly, Lessee shall promptly pay when due and prior to any delinquency all costs, fees, taxes, trash removal services, assessments, utility charges, impact fees and obligations of any kind that relate to the Premises. Lessee will indemnify and hold Lessor harmless from any and all claims, costs and obligations arising from Lessee's use of the Premises. In case any action or proceeding is brought against Lessor by reason of Lessee's use of the Premises, Lessee shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such .action or proceeding if Lessor shall so request, at Lessee's expense, by counsel reasonably satisfactory to Lessor. It is specifically agreed however, that .Lessor may at its ovm cost and expense participate in the legal defense of such claim, with legal counsel of its choosing. 9. Lessee's Liens and Mortgages. Lessee shall not in any way encumber the Premises, and shall promptly remove any and all liens placed against the Premises. All persons to whom these presents may come are put upon notice of the fact that the interest of the Lessor in the Premises shall not be subject to liens for improvements made by the Lessee and liens for improvements made by the Lessee are specifically prohibited from attaching to or becoming a lien on the interest of the Lessor in the Premises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10, Florida Statutes. 10. Lessee's Obligation to Maintain Premises and Comply with All La\\ful Requirements. Lessee, throughout the term of this Lease, at its own cost, and without any expense to the Lessor, shall keep and maintain the Premises in good, sanitary and neat order, c.ondition and repair, and shall abide with all lawful requirements. Such maintenance and repair shall include, but is not be limited to, painting, janitorial, fixtures and appurtenances (lighting, heating, plumbing, and air conditioning). Such repair may also include structural repair, if deemed necessary by the Lessee. If the Premises are not in such compliance in the reasonable opinion of Lessor, Lessee ""ill be so advised in writing, If corrective action is not begun within thirty (30) days of the receipt of such notice and prosecuted diligently until corrective action is completed, Lessor may cause the same to be corrected and Lessee shall promptly reimburse Lessor for the expenses incurred by Lessor, together with a 5% administrative fee. 11. Quiet Enjovment. Lessee shall be entitled to quiet enjoyment so long as Lessee has not defaulted on any of the terms of this Lease. Accordingly, Lessee shall have the exclusive right to use the Premises during the term of this Lease. During the term of this Lease, Lessee may erect appropriate signage on the Leased Premises and the improvements constructed by Lessee thereon. Any such signage shall be in compliance with all applicable codes and ordinances. Page 3 of 11 Agenda Item No. 16K7 September 14, 2010 Page 9 of 25 12. Casualtv and Condemnation a. Casualty. If the Premises is damaged to a less than material extent, as reasonably determined by Lessee and Lessor, Lessee will proceed \\~th reasonable diligence, at no cost or expense to Lessor, to rebuild and repair the Premises to substantially the condition as existed prior to the casualty. If the Premises are destroyed, rendered substantially inhabitable, or damaged to any material extent, as reasonably determined by Lessee and Lessor, by fire or other casualty, the insurance proceeds, hereinafter referred to as "Proceeds," are sufficient to rebuild or restore the Premises to substantially its condition prior to such casualty event then the Lessee will proceed with reasonable diligence to do so at no cost or expense to Lessor. If the Proceeds are not sufficient to rebuild or restore the Premises to substantially its condition then Lessor and Lessee will redesign the premises to allow it to be rebuilt using the insurance proceeds available or either or both parties may elect to contribute additional funds to have it rebuilt to the original size and specifications, If both parties elect not to repair or replace the improvements, then Lessee or Lessor may terminate this Lease by providing notice to the other party v,rjthin ninety (90) days after the occurrence of such casualty. The termination will be effective on the ninetieth (90th) day after such fire or other casualty, unless extended by mutual written agreement of the Parties. During the period between the date of such casualty and the date of termination, Lessee will cease its operations as may be necessary or appropriate. b. Condemnation. Lessor may terminate this Lease as part of a condemnation project. Lessor will use its best efforts to mitigate any damage caused to Lessee as a result of such termination~ however, in no event will Lessor be liable to Lessee for any compensation as a result of such termination. 13. Access to Premises. Lessor, its duly authorized agents, contractors, representatives and employees, shall have the right after reasonable oral notice to Lessee, to enter into and upon the Premises during normal business hours, or such other times \\'ith the consent of Lessee, to inspect the Premises, verify compliance \\'ith the terms of this Lease, or make any required repairs not being timely completed by Lessee. 14. Termination and Surrender. Unless otherwise mutually agreed by the Parties, within thirty (30) days after termination of the lease term, Lessee shall redeliver possession of the Premises to Lessor in good condition and repair. Lessee shall have the right at any time during Lessee's occupancy of the Premises to remove any of its personal property, equipment, and signs provided, however, at the termination of this Lease, Lessor shall retain said improvements with fixtures on the Premises which improvements and fixtures will become the property of the Lessor upon Lessee's vacation of the Premises. 15, Assi.mment. This Lease is personal to Lessee. Accordingly, Lessee may not assign this Lease or sublet any portion of the building constructed on the Premises by Lessee \.vithout the express prior written consent of the Lessor, which consent may be withheld in Lessor's sole discretion. Any purported assignment or sublet vvithout the express written consent of Lessor shall be considered void from its inception, and shall be grounds for the immediate termination of this Lease. Lessor may freely assign this Lease upon written notice to Lessee, Page 4 of 11 Agenda Item No. 16K7 September 14, 2010 Page 10 of 25 16. Insurance. a. Lessee shall provide and maintain a Commercial General Liability Insurance Policy, approved in \\Titing by Lessor and the Collier County Risk Management Department, for not less than One Million and 001100 Dollars ($1,000,000.00) combined single limits during the term of this Lease. If such amounts are less than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do so. b. In addition, Lessee shall provide and maintain Worker's Compensation Insurance covering all employees meeting the then existing Statutory Limits in compliance with the applicable state and federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand and 001100 Dollars ($100,000.00) per each accident. If such amounts are less than good insurance industry practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do so. c. Les.see shall also maintain standard fire and extended coverage insurance on the Premises including any additions and improvements of all of Lessee's property located on or in the Premises including, without limitation, furniture, equipment, fittings, installations, fixtures (including removable trade fixtures), personal property and supplies, in an amount not less than the then-existing full replacement value. d, Business Automobile Liability Insurance, and Business Boat Liability Insurance, for automobiles and boats used by Lessee in the course of its performance under this Lease, including Employer's Non-Ownership and Hired Auto Coverage, each said policy in amounts of One Million and 00/100 Dollars ($1,000,000.00) combined single limit per occurrence. If such amounts are less than good insurance practice would require, Lessor reserves the right to increase these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do so. e. Pollution Liability Insurance covering the accidental discharge and clean up of pollutants shall be maintained by the Lessee in an amount of not less than Five Million and 00/100 dollars ($5,000,000) per occurrence. Such coverage shall cover third party liability and clean up coverage. f. Liquor Policy. MIHS shall be responsible for carrying liquor liability coverage in the amount of $500,000 - $1,000,000 Common cause/Aggregate, insuring MIHS and the County, as needed, for special events and fundraising activities, Collier County shall be identified as an additional insured. g. Lessor shall be named as an additional insured on the Commercial General Liability Insurance Policy. Lessor shall also be added as an additional insured on the Property Insurance Policy as their interest may appear. The above-described insurance policies shall list and continuously maintain Lessor as an additional insured thereon. Evidence of such insurance shall be provided to Lessor and the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval prior to the commencement Page 5 of 11 Agenda Item No. 16K7 September 14, 2010 Page 11 of 25 of this Lease; and shall include a provision requiring not less than ten (10) days prior \\Titten notice to Lessor in the event of cancellation or changes in policy(ies) coverage. If such amounts are less than good insurance practice would require, Lessor reserves the right to reasonably amend their insurance requirements by issuance of notice in writing to Lessee, whereupon receipt of such notice Lessee shall have thirty (30) days in which to obtain such additional insurance. The issuer of any policy must have a Certificate of Authority to transact insurance business in the State of Florida and must be rated "A" or better in the most current edition of Best's Insurance Reports, Each insurer must be responsible and reputable and must have fmandaI capacity consistent with the risks covered. Each policy must contain an endorsement to the effect that the issuer waives any claim or right of subrogation to recover against Lessor, its employees, representatives and agents. As an alternative to the Lessee taking out its own insurance coverage as required by this Section 16, in the event Lessor has or can obtain the above required coverage then with both parties consent Lessor will place the insurance and Lessee will reimburse Lessor for the premiums paid and any deductibles paid or due. h. Failure to continuously abide with all of these insurance provisions shall be deemed to be a material breach of this Lease and Lessor shall have the remedies set forth below. 17. Defaults and Remedies. a. Defaults by Lessee. The occurrence of any of the following events and the expiration of the applicable cure period set forth below without such event being cured or remedied will constitute a "Default by Lessee" to the greatest extent then allowed by law: 1. Abandonment of Premises or discontinuation of Lessee's operation. 11, Lessee's material misrepresentation of any matter related to this Lease. lll. Filing of insolvency, reorganization, plan or arrangement of bankruptcy. IV. Adjudication as bankrupt. v, Making of a general assignment of the benefit of creditors. VI. If Lessee suffers this Lease to be taken under any \\-Tit of execution and/or other process of law or equity. Vll. Lessee's loss of its federal IRS tax exempt status. Vlll. Lessee's failure to utilize the Premises as set forth in Paragraph 4. IX. Any lien is filed against the Premises or Lessee's interest therein or any part thereof in violation of this Lease, or othen.vise, and the same remains unreleased for a period of sixty (60) days from the date of filing unless \vithin such period Lessee is contesting in good faith the validity of such lien and such lien is appropriately bonded. x. Failure of Lessee to perform or comply with any material covenant or condition made under this Lease, which failure is not cured within ninety (90) days from receipt of Lessor's written notice stating the non- compliance shall constitute a default (other than those covenants for \vhich a different cure period is provided), whereby Lessor may, at its option, terminate tIllS Lease by giving Lessee thirty (30) days written notice unless the default is fully cured within that thirty (30) day notice period (or such additional time as is agreed to in \vriting by Lessor as being reasonably required to correct such default). However, the occurrence of Page 6 of 11 Agenda Item No. 16K7 September 14, 2010 Page 12 of 25 any of the events set forth above shall constitute a material breach and default by Lessee, and this Lease may be immediately terminated by Lessor except to the extent then prohibited by law. b. Remedies of Lessor. 1. In the event of the occurrence of any of the foregoing defaults, Lessor, in addition to any other rights and remedies it may have, shall have the immediate right to re-enter and remove all individuals, entities and/or property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or being liable for any loss or damage which may be occasioned thereby. If Lessee does not cure the defaults in the time frames as set forth above, and Lessor has removed and stored property, Lessor shall not be required to store for more than thirty (30) days. After such time, such property shall be deemed abandoned and Lessor shall dispo~e of such property in any manner it so chooses and shall not be liable to Lessee for such disposal. 11. If Lessee fails to promptly pay, when due, any full installment of rent or any other sum payable to Lessor under this Lease, and if said sum remains unpaid for more than five (5) days past the due date, the Lessee shall pay Lessor a late payment charge equal to five percent (5%) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall also accrue compounded interest of two (2%) percent per month or the highest interest rate then allowed by Florida law, whichever is higher ("Default Rate"), which interest shall be promptly paid by Lessee to Lessor. Ill. Lessor may sue for direct, actual damages arising out of such default of Lessee or apply for injunctive relief as may appear necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of Lessee under this Lease, or othenvise. Lessor shall be entitled to reasonable attorneys fees and costs incurred arising out of Lessee's default under this Lease. c. Default bv Lessor. Lessor shall in no event be charged \vith default in the performance of any of its obligations hereunder unless and until Lessor shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct such default) after written notice to Lessor by Lessee properly and in meaningful detail specifying wherein, in Lessee's judgment or opinion, Lessor has failed to perform any such obligation(s). d. Remedies of Lessee. Lessee's remedies for Lessor's default under this Lease shall be limited to the follo\.\ing: ......., ,. Page 7 of 11 Aaenda Item No. 16fG ~September 14, 2010 Page 13 of 25 1. F or injunctive relief as may appear necessary or desirable to enforce the performance and obsen'ance of any obligation, agreement or covenant of Lessor under this Lease. 11. Lessee may cure any default of Lessor and pay all sums or do all reasonably necessary work and incur all reasonable costs on behalf of and at the expense of Lessor. Lessor 'will pay Lessee on demand all reasonable costs incurred and any amounts so paid by Lessee on behalf of Lessor, Vi.ith no interest. e, No Remedy Exclusive. No remedy herein conferred upon or resen'ed to either party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy 'will be cumulative and in addition to every other remedy given under this Lease or hereafter existing under law or in equity. No delay or omission to exercise any right or po\ver accruing upon any event of default will impair any such right or power nor be construed to be waived, but any such right and power maybe exercised fTom time to time and as often as may be deemed expedient. f. Non-Waiver. Every provision hereof imposing an obligation upon Lessee is a material inducement and consideration for the execution of this Lease by Lessee and Lessor. No waiver by Lessee or Lessor of any breach of any provision of this Lease will be deemed for any purpose to be a waiver of any breach of any other provision hereof or of any continuing or subsequent breach of the same provision, irrespective of the length of time that the respective breach may have continued. Miscellaneous Legal Matters 18. This Lease shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Lease, the Parties shall first use the County's then- current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. 19. This Lease contains the entire agreement of the Parties with respect to the matters covered by this Lease and no other agreement, statement or promise made any party, or to any employee, officer or agent of any party, w.hich is not contained in this Lease shall be binding or valid. Time is of the essence in the doing, performance and observation of each and every term, covenant and condition of this Lease by the Parties, 20. In the event state or federal laws are enacted after the execution of this Lease, which are applicable to and preclude in whole or in part the Parties' compliance \vith the terms of this Lease, then in such event this Lease shall be modified or revoked as is necessary to comply \vith such laws, in a manner which best reflects the intent of this Lease. 21. Except as otherwise provided herein, this Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in interest. Notic.es hereunder shall be given to the Parties set forth below and shall be made by hand delivery, facsimile, overnight delivery or by regular mail. If given by regular mail, the notice shall be deemed to have been Page 8 of 11 Agenda Item No. 16K7 September 14,2010 Page 14 of 25 given within a required time if deposited in the U.S. Mail, postage prepaid, within the time limit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receipt of the notice. Time shall run only on business days which, for purposes of this Lease shall be any day other than a Saturday, Sunday or legal public holiday. Notices shall be addressed as follows: If to Lessor: County Manager Collier County Manager's Office 3301 East Tamiami Trail Naples, Florida 34112 cc: Real Property Management 3301 Tamiami Trail Building W Naples, Florida 34112 If to Lessee: The Marco Island Historical Society, Inc. P.O. Box 2282 Marco Island, Florida 34146 Notice shall be deemed to have been given on the next successive business day to the date of the courier waybill if sent by nationally recognized overnight delivery service. 22. Lessee is an independent contractor, and is not any agent or representative or employee of Lessor. During the term of this Lease, neither Lessee, nor anyone acting on behalf of Lessee, shall hold itself out as an employee, servant, representative or agent of Lessor. Neither party will have the right or authority to bind the other party without express \\Titten authorization of such other party to any obligation to any third party. No third party is intended by the Parties to be a beneficiary of this Lease or to have any rights to enforce this Lease against either party hereto or otherwise. Nothing contained in this Lease will constitute the Parties as partners or joint ventures for any purpose, it being the express intention of the Parties that no such partnership or joint venture exists or will exist. Lessee acknowledges that Lessor is not providing any vacation time, sick pay, or other welfare or retirement benefits normally associated with an employee-employer relationship and that Lessor excludes Lessee and its employees from participation in all health and welfare benefit plans including vacation, sick leave, severance, life, accident, health and disability insurance, deferred compensation, retirement and grievance rights or privileges. 23, Neither party to this Lease will be liable for any delay in the performance of any obligation under this Lease or of any inability to perform an obligation under this Lease if and to the extent that such delay in performance or inability to perform is caused by an event or circumstance beyond the reasonable control of and without the fault or negligence of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared or undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla action, economic sanction or embargo, civil strike, work stoppage, slow-do\'\o'I1 or lock-out, explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the binding order of any governmental authority. Page 9 of 11 Agenda Item No. 16K7 September 14, 2010 Page 15 of 25 24. Lessee will not transport, use, store, maintain, generate, manufacture, handle, dispose, release or discharge any Hazardous Materials upon or about the Leased Premises, nor permit employees, representatives, agents, contractors, sub-contractors, sub-sub-contractors, material men and/or suppliers to engage in such activities upon or about the Leased Premises. 25. In compliance VIoith 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. 26. Lessee shall execute this Lease prior to it being submitted for approval by the Board of County Commissioners. This Lease may be recorded by the County in the Official Records of Collier County, Florida, within fourteen (l4) days after the County enters into this L~ase, at Lessee's sole cost and expense. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK SIGNA TURE PAGE TO FOLLOW Page 10 of 11 Agenda Item No. 16K7 September 14, 2010 Page 16 of 25 IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the day and year first above \vritten. AS TO THE LESSEE: Witness (signature) (print name) Witness (signature) (print name) AS TO THE LESSOR: ATTEST: DWIGHT E. BROCK, Clerk By: , Deputy Clerk APpro~el.... .~.I.A.fon;;;;;~aI sufficiency ,,;l, ,....iL.f\.... ,~ .,i~')~ Jeffrev A. .KJlb.tzkow, County Attornev - \'~i '1\ . - . '/! 'f ~ MARCO ISLAND HISTORICAL SOCIETY, INC., a Florida non-profit corporation By: (Print Name) Title: President BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA By: FRED W. COYLE, CHAIRf'v1AN Page 11 of 11 Agenoa tem o. IOKI September 14, 2010 Page 17 of 25 MEMORANDUM OF UNDERSTANDING MARCO ISLAND HISTORICAL MUSEUM THIS MEMORANDUM OF UNDERSTANDING is entered into this 14th day of September, 20 I 0, between COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112 hereinafter referred to as "COUNTY", and the MARCO ISLAND HISTORICAL SOCIETY, INC., a Florida non- profit corporation, whose mailing address is P.O. Box 2282, Marco Island, Florida 34146, hereinafter referred to as "MIHS," RECITALS: WHEREAS, the parties entered into a License Agreement dated the 13th day of May, '2003, as amended on July 25,2006, which authorized the MIHS to raise funds for the purpose of constructing an historical museum (hereinafter "the Museum") for public use on County property described as Tract D, Marco Beach Unit 7 alkJa 180 South Heathwood Drive, Marco Island, Florida 34145, at the expense of the MIHS to be owned and operated by the County as part of the Collier County Museum system; and WHEREAS, on the effective date of this Agreement, MIHS has completed that construction and fulfilled all of its obligations under said License Agreement to the satisfaction of the County. The County has accepted said improvements, including all structures and the grounds, and the Marco Island Historical Museum is accepted as part of the Collier County Musewn System; and \VHEREAS, the Museum includes the museum building, gift shop, administration building, and museum grounds, Museum does not include the Rose History Auditoriwn \>,'hich is being leased to MIHS under a separate and independent lease agreement; and WHEREAS, Museum staffing and funding levels will be provided by the County and I\.lIHS consistent with the following: I) The vision that this museum was built to be a museum attracting visitors from Florida and outside Florida. 2) The requirements, if any, of other institutions (Smithsonian, Florida Museum of Natural History, etc.) regarding the acquisition by loan of the Pepper - Hearst Expedition artifacts and others items of historical importance to Marco Island. 3) Funding and staffing levels for the Museum will be consistent with other Collier County-ovl'11ed museums. -September 14, 2010 Page 18 of 25 WITNES SETH: NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby enter into this Agreement on the following terms and conditions: The above Recitals are true and correct and incorporated herein. ARTICLE 1. - MIHS Use of Museum Facilities Section 1.1 - Use of the Rose Historv Auditorium The use of the Rose History Auditorium by MIHS is pursuant to a separate lease between the County and MIHS. Section 1.2 - Use of the Administration Building MIHS will furnish, equip, staff and maintain, two (2) offices in the Administration Building, including computers, internet access, copying and facsimile equipment, telephones, file cabinets, and office furniture, to serve as its headquarters to oversee volunteer support and operations, store its business records, schedule use of the Rose Hall Auditorium, and organize special events and programs in support of museum activities. MIHS will also have use of the common areas of the building being the lobby, conference room, kitchen, workroom, restrooms and rear open storage area. MIHS will not have access to the curator's office or to the large locked storage room or the rear open storage area if there are traveling exhibits stored there. Section 1.3 - Use of the Gift Shop .rvfIHS will furnish, equip, staff, manage, operate, stock and inventory a Gift Shop and adjoining supply room located in the main museum building during the museum's nonnal business hours to offer books and publications, jewelry, and various history-related souvenir items for purchase by the general public. The County reserves the right to review all such items to be offered for sale in advance to determine their appropriateness to the Collier County Museum's educational mission. MIHS will have access to the exterior door of the Gift Shop. All profits from the Gift Shop (defined as net proceeds after payment of all expenses of the Gift Shop, including the cost of restocking inventory) ""rill be retained by MIHS and used for the following purposes: I) funding museum educational programs and activities; 2) funding traveling exhibits for temporary display at the museum; 3) funding enhancements, improvements and new acquisitions for the museun1, its pennanent exhibits and collections. In operating the Gift Shop: . a. MIHS will obtain and pay for all required permits and licenses, shall be solely responsible for payment of any and all taxes (including sales tax), and shall comply with all existing and future applicable rules, regulations and laws of Collier County, the State of Florida, or the U.S. Government. b. MIHS shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to evidence that all profits from the Gift Shop are 2 ) Kg~ d l~" v. , September 14, 2010 Page 19 of 25 used as set forth above. MIHS grants to the County the right and authority to audit all records, documents, and books pertaining to the Gift Shop operation, Such audit shall be conducted at locations and at a frequency determined by the County and communicated to MIHS. MIHS agrees to provide materials for the audit at the place designated by the County within ten business days after the County's notice to do so is received by MIHS, all at no cost to the County. c. MIHS shall use electronic point-of-sale equipment for the proper control of cash payments. Cash register tapes must be maintained and made available to the County upon demand during the tenn of the Agreement. All electronic cash control equipment and accounting procedures shall be v.ith the approval of the Collier County Finance Department. Section 1.4 - Shared Use of Parking and Exterior Features County and MIHS agree that the museum's parking shall be considered general public parking for use by both parties and their employees, museum visitors, volunteers, invitees and guests, as well 'as patrons of the Marco Public Library, MIHS reserves the right to use the shell mound and surrounding outdoor areas for museum fundraising activities, private or public events, gallery openings, catered and leased functions after nonnal museum business hours and accepts the responsibility for repairing and restoring these exterior features to their original condition upon the conclusion of any such events. Section 1.5 Special Events Special events and the use of Museum facilities shall be subject to prior \\Titten approval by the Museum Director. MIHS shall be allowed to serve andlor sell alcoholic beverages and food upon the museum grounds as part of special events, gallery openings and fund raising activities, and at such other times as the County determines appropriate, and in accordance with County approved guidelines. ARTICLE 2. - Ooeration and Maintenance Section 2.1 Count y shall be responsible for all costs associated with the museum's daily operation and upkeep (including the administration building) and the interior and exterior maintenance of the museum buildings, including but not limited to parking areas, exterior and interior lighting, plumbing and electrical systems, air-conditioning system, interior and exterior painting, roofing, pest control, security systems, water, electric, sewer utility charges, charges for gas, light, heat, janitorial and cleaning services, garbage collection and removal, signage, cable rendered or supplied thereupon, telephone, computer and other communication services, collections care and conservation, exhibit repair and maintenance, excluding the Rose History Auditorium. Section 2.2 County shall be responsible for aU costs associated with maintaining the museum's landscape and grounds, including but not limited to, grass mowing and routine yard maintenance, 3 Agenda Item No. 16K7 September 14, 2010 Page 20 of 25 fertilization, trimming, native plant replacement, maintenance and repair of irrigation system, and lagoon (pool) cleaning and maintenance. ) Section 2.3 MIHS will assign all structural warranties obtained from the builder, roofer, etc. to the County. Section 2.4 County and MIHS agree to work together to effectively promote, advertise and market the museum and its activities to attract and hold visitor audiences, MIHS will be allowed to place it's brochures for membership and schedules of its programs and activities at the front desk of the museum lobby, Section 2.5 Admission to the museum will be free or as determined by the County to apply to all County-operated museums, To the extent that MIHS raises funds or contributes toward obtaining a traveling exhibition, MIHS \\ill have input regarding admission to be charged, if any. All such revenue from admission will be provided to the County and allocated toward the operation and maintenance of the Marco Island Historical Museum. Section 2.6 County shall have the right to reasonably review MIHS's operations to ensure that MIHS is in compliance with all County policies and regulations and adheres to the museum's stated purpose and public service mission. If County should find that MIHS is not in compliance, County shall advise MIHS of its findings and provide MIHS with written notice and demand for cure of the default as provided for in Article 9. Section 2.7 MIHS shall have the right to reasonably review County's operations to ensure that County is in compliance and adheres to the museum's stated purpose and public service mission. If MIHS should find that County is not in compliance, MIHS shall advise County of its findings and provide County with v>'Titten notice and demand for cure of the default as provided for in Article 10. ARTICLE 3. - Museum Staffine and Fundine Section 3.1 County will set hours of the museum's operation with assistance by MIHS based on volunteer staffing, provide annual funding support subject to appropriation by the Board of County Commissioners, and a professional, full time staff to oversee the daily operation of the museum. County will train, supervise and assign volunteers, and care for the County's permanent collections and displays, as budgeted resources 'Will allo,v, Section 3.2 MillS agrees to provide a pool of volunteer workers to assist the museum staff as receptionists, greeters, tour guides, clerical workers and other essential positions as required during normal business hours. The volunteers \\ill be subject to Collier County's volunteer policy to the same extent as all other County volunteers including fingerprinting and background checks. 4 Agenda Item No. 16K7 September 14, 2010 Page 21 of 25 Section 3.3 MIHS shall maintain and keep current a donor wall in the museum's main lobby, as well as other donor plaques placed throughout the property and will be responsible for their upkeep and maintenance. Naming opportunities, if appropriate, are subject to the Collier County policy on naming rights and must be approved by the Board of County Commissioners. ARTICLE 4 - Exhibits. Artifacts and Disolavs Section 4.1 MIHS agrees to place and display its artifact collections, historical items and artwork, including personal property given, donated, on loan, or purchased by MIHS, at the Museum at its o\vn risk. Collier County assumes no legal ov.nership of MIHS collections or historical items. Exhibits, artifacts and displays are subject to Collier County's Museum Collections' Policy. Section 4.2 County and MIHS agree to work together to plan, develop and design permanent exhibits for the museum and to provide for continuing construction and upgrades of the museum's displays, as budgeted resources will allow. Section 4,3 County, with input and assistance from MIHS, will seek to obtain new acquisitions for the collection and items of historical interest and importance from the Smithsonian Institution, Florida State Museum of Natural History, and other institutions, for permanent or temporary display, of artifacts deemed relevant to the history of Marco Island, Florida. ARTICLE 5 - Indemnity and Insurance Section 5.1 MIHS shall be responsible for obtaining property insurance on all personal and business property, gift shop inventory, and all property ov,'l1ed by MIHS on the museum premises, including artwork or historical artifacts that MIHS retains sole ownership of pursuant to Article 4. Section 5.2 County shall be responsible for obtaining property, flood and windstorm insurance coverage to the extent that it is available in the commercial property insurance market on all museum buildings (administration and museum), permanent fixtures and permanent exhibits and displays. Section 5.3 MIHS shall be responsible for carrying liquor liability coverage in the amount of $500,000 - $1,000,000 Common cause/Aggregate, insuring rvnHS and the County, as needed, for special e'vents and fundraising activities. Collier County shall be identified as an additional insured. Section 5.4 MIHS shall be responsible for obtaining General Liability Insurance in an amount of not less than $1,000,000 per occurrence for any claims arising out of the MIHS's use and operation of the museum building, administration building or museum Gift Shop, Hired and non- ov.ned automobile liability shall be included. Collier County shall be identified as an additional insured. 5 Agenda Item No. 16K7 September 14, 2010 Page 22 of 25 Section 5.5 County shall be responsible for obtaining General Liability insurance in an amount of not less than $1,000,000 per occurrence for claims arising out of the County's ownership of the premises and the County's operation of those exhibits and attractions that are under ownership or control of the County. Section 5.6 MIHS shall obtain Workers' Compensation Insurance on its employees, if any, pursuant to the requirements of Florida Workers' Compensation Statute. Waiver of subrogation endorsement required. MIHS shall also obtain Employers Liability Insurance, if it has any employees, in an amount of not less than $500,000 per accident and $500,000 per disease. Section 5.7 MIHS shall, to the extent permitted by law, agree to indemnify and hold harmless the County for acts arising out ofMIHS's use and operation of the Museum buildings including the Museum, museum Gift Shop, administration building as well as Rose History Auditorium. County shall, to the extent permitted by law, agree to indemnify and hold harmless the MIHS for negligent acts arising out of the County's use of the premises. Nothing in this provision shall 'Naive or alter the County's sovereign immunity liability limitations found in Section 768.28, Fla. Stat. Section 5.8 Insurance documents shall be provided to the County within thirty days from the date of execution of this document. Failure to provide or maintain the required insurance requirements may cause for breach and default of this MOD. As an alternative to MIHS taking out its own insurance coverage as required by this Section 5, in the event County has or can obtain the above required coverage then with both parties consent County \ViII place the insurance and MIHS ",ill reimburse County for the premiums paid and any deductibles paid or due. ARTICLE 6 - Rig:ht of First Refusal MIHS is transferring good and free title to the improvements on County property with the provision that in the unlikely event the County were to ever sell or dispose of the property, or any part of it, or is in default of its obligations herein, that MIHS first and the City of :Marco Island second or its successors and assigns would have the first right to purchase the property for the purpose of continuing to operate it as a museum, with the purchase price to be based upon its assessed land value \Vithout any value placed on the improvements, personal property, or contents of the museum. County assets including exhibits and displays will remain the property of Collier County at all times. ARTICLE 7 - Modificatious to the Premises MIHS agrees that no structural modifications will be made to the museum Gift Shop or administration building, other than routine maintenance and repairs, without advance review and ,witten approval of the plans and specifications by the County. All such alterations, 6 Agenda Item No. 16K7 September 14, 2010 Page 23 of 25 improvements and additions to the above premises shall at once, when made or installed, be deemed as attached to the freehold and to have become the property of the County. ARTICLE 8 - Assi!!Dment and Sublettine: MIHS covenants and agrees not assign or sublet the whole or any part of the museum Gift Shop, or administration building, or to permit any other persons to occupy same without the prior expressed written consent of the County. ARTICLE 9 - Default bv MIHS Failure of MIHS to comply ~lth any provision or covenant of this Memorandum of Understanding shall constitute a default and County may, at County's option, unless the default is cured within ninety (90) days after written notice to MIHS, or such additional time as is reasonably required to correct such default ,terminate this Agreement, or in the alternative, at County's option; exercise any other rights herein. ARTICLE 10 - Default bv County Failure of County to comply with any provision or covenant of this Memorandum of Understanding, including the inability of County to maintain normal public operating hours at the museum, shall constitute a default and MIHS may, at MIHS's option, unless the default is cured within ninety (90) days after written notice to County, or such additional time as is reasonably required to correct such default, terminate this Agreement, or in the alternative, at MIHS's option, exercise any other rights herein. MIHS may, if the default is regarding the inability of County to maintain normal public operating hours at the museum, terminate this Agreement. ARTICLE 11 - Notices Any notice which the County or MIHS may be required to give to the other party shall be in \-vriting to the other party at the following addresses. The addressee and addresses for the purpose of the Article may be changed by either party by giving written notice of such change to the other party. For the purpose of changing such addressee or addresses, unless and until such written notice is received, the last addressee and respective address stated herein shall be deemed to continue in effect for all purposes. Count)r Collier County Board of County Commissioners cia Public Services Division Administrator Administration Building 3301 Tamiami Trail East, Naples, Florida 34112 7 Agenda Item No. 16K7 September 14, 2010 Page 24 of 25 MIHS The Marco Island Historical Society, Inc. P.O. Box 2282 Marco Island, Florida 34146 ARTICLE 12. - General Provisions 12.] In the event that either party must engage the services of an attorney to enforce any of the terms of this Agreement, it is expressly contracted, covenanted, and agreed by and between the parties that the prevailing party shall bear the reasonable cost of any such services and expenses incurred as well as the court costs which might be incident to a suit brought for the enforcement of any or all of the terms of this Agreement. 12.2 All article headings in this Agreement are for the convenience of the parties only and shall not be deemed definitive of the contents of any article. 12.3 This document reflects the entire agreement between the parties relating to the subject matter hereof, and there are no other agreements or understandings regarding such subject matter except as contained or specifically referred to herein. This Agreement, read in conjunction with the Lease Agreement for the Rose History Auditorium entered into this same date, expressly supercedes the License Agreement dated the 13th day of May, 2003, as amended on July 25,2006, which is of no further force or effect between the parties, No provision hereof can be amended, modified or added to except by written instrument signed by each of the parties hereto. 12.4 This Agreement shall be construed by and controlled under the laws of the State of Florida. In the event of a dispute under this Lease, the Parties shall first use the County's then- current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action in the Circuit Court of Collier County to enforce the terms of this Lease, which Court the Parties agree to have the sole and exclusive jurisdiction. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK SIGNATURE PAGE TO FOLLOW 8 Agenda Item No. 16K7 September 14, 2010 Page 25 of 25 IN WITNESS WHEREOF, the parties have hereto executed this MOU the day and year first above written. Witness (signature) (print name) Witness (signature) (print name) ATTEST: DWIGHT E. BROCK, Clerk By: , Deputy Clerk MARCO ISLAND HISTORICAL SOCIETY, INC" a Florida non-profit corporation By: (Print Name) Title: President BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA By: FRED W. COYLE, CHAIRMAN 9