Backup Documents 09/14/2010 Item #16K 7ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office completed routing slip and original
documents are to be forwarded to the IIoord Office only after the Board has taken action on the item I
ROUTING SLIP
Complete routing lines NI through d/4 as appropriate fur additional signatures, dales, and/or information needed. If the document is already complete with the
exception of the Chairman's si mature. draw a line through routine lines 4]Ili rnu ash 94 c <rmn let, the cherklio and Inrward to Cne Pncon (line 851
Route to Addressee(s)
(List in routing order)
Office
Initials
Date
Contact
ap2ropriate.
(Initial)
Applicable)
2.
9/14/2010
Agenda Item Number
16K7
3.
signed by the Chairman, with the exception of most letters, must be reviewed and signed
4. Jeffrey A. Klatzkow, County Attorney
County Attomey
JAK
9/28/2010
5. tan Mitchell, Executive Manager BCC
Board of County Commissioners
Documents Attached
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created /prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell needs to contact staff for additional or missing
information. Ad original documents needing the BCC Chairman's signature are to be delivered to the IICC office only after the BCC has acted to approve the
item.)
Name of Primary Staff
Jeffrey A. Klalzkow, County Attorney
Phone Number
252 -8400
Contact
ap2ropriate.
(Initial)
Applicable)
Agenda Date Item was
9/14/2010
Agenda Item Number
16K7
Approved by the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Type of Document
Resolution — Marco Island Mu s in
Number of Original
One
Attached
resolutions, etc. signed by the County Attorney's Office and signature pages from
Documents Attached
owe
INSTRUCTIONS & CHECKLIST
1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 224.05
08- MGR - 00132/33
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
ap2ropriate.
(Initial)
Applicable)
1.
Original document has been signed /initialed for legal sufficiency. (All documents to be
JAK
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
JAK
Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
JAK
document or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
JAK
signature and initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip
JAK
should be provided to tan Mitchell in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
6.
The document was approved by the BCC on 9/14/2010 and all changes made during
JAK
the meeting have been incorporated in the attached document. The County Attorney's
1W
Office has reviewed the changes, if applicable.
1: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 224.05
08- MGR - 00132/33
16K7
MEMORANDUM
Date: October 1, 2010
To: Jeff Klatkow, County Attorney
County Attorney's Office
From: Ann Jennejohn, Deputy Clerk
Board Minutes & Records Department
Re: Resolution 2010 -167A: Formally accepting improvements
by Marco Island's Historical Society that comprises the Marco
Island Museum Complex and Rose History Auditorium; and to
lease the auditorium back to the Marco Island Historical Society
Attached for your records, is a copy of the Resolution referenced above,
(Item #16K7) adopted by the Board of County Commissioners September 14, 2010.
The original document will be held in the Minutes & Records Department with the
Official Records of the Board.
If you have any questions, please contact me at 252 -8406.
Thank you.
Attachment
16K
RESOLUTION NO. 2010 - 167A
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA, ACCEPTING THE
IMPROVEMENTS BUILT 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 13`h 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 a/k/a 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, 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 own 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
convey or 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
16K7
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:
DWIGHT.E. BIZOCK, Clerk
By. :aC .
Approved as to form and
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
R
By: Lc� U?
FRED W. COY E, CHAIR A
2
Item # V00- (>
e
Date�v
Date
Dab
A �21/
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLj6K7
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document Original documents should be hand delivered to the Board Office. The completed routing slip and original
documents are to be forwarded to the Board Office only it nor the Board has taken notion on the item.l
ROUTING SLIP
Complete routing lines 41 through 94 as appropriate for additional signatures, dates, and /or information needed. If the document is already complete with the
exception of the Chairman's si nature, draw a line throng routing lines 9; throulh tl4, complete the checklist, and forward to Sue Filson line 45),
Route to Addressee(s)
(List in routing order
Office
Initials
Date
1.
appropriate.
(Initial)
Applica ble
2.
9/14/2010
Agenda Item Number
16K7
3.
signed by the Chairman, with the exception of most letters, must be reviewed and signed
4. Jeffrey A. Klatzkow, County Attorney
County Attorney
JAK
10/7/2010
5. Ian Mitchell, Executive Manager BCC
Board of County Commissioners
Documents Attached
10 I $ lo
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending I3CC approval_ Normally the primary contact is the person who created /prepared the executive
summary. Primary contact information is needed in the event one ofthe addressees above, including Ian Mitchell needs to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only alter the BCC has acted to approve the
item.
Name of Primary Staff
Jeffrey A. Klatzkow, County Attorney
Phone Number
252 -8400
Contact
appropriate.
(Initial)
Applica ble
Agenda Date Item was
9/14/2010
Agenda Item Number
16K7
Approved by the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Type of Document
Memorandum of Understandine - Marco
Number of Original
One
Attached
Island Museum
Documents Attached
INSTRUCTIONS & CHECKLIST
I: Forms / County Forms / BCC Forms/ Original Documents Routing Slip W WS Original 9 03 04, Revised 1 26 05, Revised 2.24.05
08- MGR - 00132133
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
(Initial)
Applica ble
1.
Original document has been signed /initialed for legal sufficiency. (All documents to be
JAK
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attomey's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibl State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
JAK
Office and all other panics except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
JAK
document or the final notiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
JAK
signature and initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip
JAK
should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
6.
The document was approved by the BCC on 9/14/2010 and all changes made during
JAK
the meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the changes, if applicable.
I: Forms / County Forms / BCC Forms/ Original Documents Routing Slip W WS Original 9 03 04, Revised 1 26 05, Revised 2.24.05
08- MGR - 00132133
16K7 I
MEMORANDUM
Date: October 8, 2010
To: Virginia Neet, Paralegal Assistant
County Attorney's Office
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: A Memorandum of Understanding and Long -Term
Lease with the Marco Island Historical Society for the
Marco Island Historical Museum
Attached for your records are copies of the documents referenced above,
(Item #16K7) approved by the Board of County Commissioners September 14, 2010.
If you have any questions, please call me at 252 -8406.
Thank you.
Attachment
MEMORANDUM OF UNDERSTANDING
MARCO ISLAND HISTORICAL MUSEUM
THIS MEMORANDUM OF UNDERSTANDING is entered into this 14'" day of
September, 2010, between COLLIER COUNTY, apolitical 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 13`" 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 a/k/a 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
Museum System; and
WHEREAS, the Museum includes the museum building, gift shop, administration
building, and museum grounds. Museum does not include the Rose History Auditorium which 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
MIHS consistent with the following:
1) 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 -owned museums.
I
WITNESS]
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 History 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 Shoo MIHS 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 normal 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. Al! profits from the Gift Shop (defined as net proceeds after payment of all
expenses of the Gift Shop, including the cost of restocking inventory) will be retained by MIHS
and used for the following purposes: 1) 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 museum, its permanent 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
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 term of the Agreement. All electronic cash control equipment and
accounting procedures shall be with 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 normal 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 written approval by the Museum Director. MIHS shall be allowed to serve and/or 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. - Operation and Maintenance
Section 2.1 County 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 all costs associated with maintaining the museum's
landscape and grounds, including but not limited to, grass mowing and routine yard maintenance,
3
I6K7
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 will 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 written notice and demand for cure of the default as
provided for in Article 10.
ARTICLE 3. - Museum Staffrne 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 allow.
Section 3.2 MIHS 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 will be subject to Collier County's volunteer
policy to the same extent as all other County volunteers including fingerprinting and background
checks.
4
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 Displays
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 own risk. Collier County assumes no legal ownership 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 owned 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 MIHS and the County, as needed, for
special events 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 -
owned automobile liability shall be included. Collier County shall be identified as an additional
insured.
5
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 of MIHS'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
waive 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 MOU. 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 will place the
insurance and MIHS will reimburse County for the premiums paid and any deductibles paid or
due.
ARTICLE 6 — Riaht 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 without 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 — Modifications 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
written approval of the plans and specifications by the County. All such alterations,
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 — Assignment and Subletting
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 by MIHS
Failure of MIHS to comply with 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 by 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 writing 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.
County
Collier County Board of County Commissioners
c/o Public Services Division Administrator
Administration Building
3301 Tamiami Trail East, Naples, Florida 34112
7
MIHS
The Marco Island Historical Society, Inc.
P.O. Box 2282
Marco Island, Florida 34146
ARTICLE 12. - General Provisions
12.1 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 13a' 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
16K7 ±
IN WITNESS WHEREOF, the parties have hereto executed this MOU the day and year
First above written.
MARCO ISLAND HISTORICAL SOCIETY, INC.,
a Florida non - profit corporation
ks (signature) _
*&CIA Lt (Print Name)
OrIpt name) I Title: President
name)
ATTEST: BOARD OF COUNTY COMMISSIONERS,
DWIGHT E, BR00I Clerk COLLIER COUNTY, FLORIDA
'4
y� � i�; �:
sy: i � 1, � By: %
e ty Clerk FRED W. COYLE, CHAI
� e
icy:
A
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIk6X
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document Original documents should be hand delivered to the Board Office . i he completed routing slip and original
documents are to be forwarded to the Board Orrice only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines fl l through K4 as appropriate for additional signatures, dates, and /or information needed If the document is already complete with the
eminn of the. Chnirmnn'c sipnanve draw a line ihrnueh routine lines d 1 through H4_ conmlete the checklist and forward to Sue Filson (line 95).
Route to Addressee(s)
(List in routing order
Office
Initials
Date
1.
appropriate.
(Initial)
Applica ble)
2.
9/14/2010
Agenda Item Number
16K7
3.
signed by the Chairman, with the exception of most letters, must be reviewed and signed
4. Jeffrey A. Klatzkow, County Attorney
County Attorney
JAK
10/7/2010
5. Ian Mitchell, Executive Manager BCC
Board of County Commissioners
Documents Attached
L O $ ! D
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created /prepared the executive
summary _ Primary contact information is needed in the event one of the addressees above, including Ian Mitchell needs to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature arc to be delivered to the BCC office only after the 13CChas acted to approve the
item 1
Name of Primary Staff
Jeffrey A. Klatzkow, County Attorney
Phone Number
252 -8400
Contact
appropriate.
(Initial)
Applica ble)
Agenda Date Item was
9/14/2010
Agenda Item Number
16K7
Approved by the BCC
signed by the Chairman, with the exception of most letters, must be reviewed and signed
Type of Document
Long "term Lease —M.arcQ Icymd Museum
Number of Original
One
Attached
resolutions, etc. signed by the County Attorney's Office and signature pages from
Documents Attached
INSTRUCTIONS & CHECKLIST
1. Forms / County Forms/ BCC Forms / Original Documents Routing Slip WWS Original 9,03.04, Revised 1.26 05, Revised 2.24.05
08- MGR -00132/33
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
(Initial)
Applica ble)
1.
Original document has been signed /initialed for legal sufficiency. (All documents to be
JAK
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
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Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
JAK
document or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
JAK
signature and initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip
JAK
should be provided to [an Mitchell in the BCC office within 24 hours of BCC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware lour deadlines!
6.
The document was approved by the BCC on 9/14/2010 and all changes made during
JAK
the meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the changes, if applicable.
1. Forms / County Forms/ BCC Forms / Original Documents Routing Slip WWS Original 9,03.04, Revised 1.26 05, Revised 2.24.05
08- MGR -00132/33
16K7
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 10 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 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
convey or 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
WHEREAS, 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 MIHS for its own 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.
WITNESSETH:
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 following terms and conditions:
Page 1 of 11
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1. Conveyance. 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 of title 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 written 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 written 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
written, 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 owner 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 own functions and also
Page 2 of 11
16K
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 relief to 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, with 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 own 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 Lawful
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,
condition 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 will 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 Enjoyment. 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
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12. Casualty 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 with 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 within 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 with the consent of
Lessee, to inspect the Premises, verify compliance with 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, Assignment. 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
without the express prior written consent of the Lessor, which consent may be withheld in
Lessor's sole discretion. Any purported assignment or sublet without 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 th T A�e> „nnn iur ttrn nnTICP T 1.PCSPP
Page 4 of 1
_ntain a Commercial General Liability Insurance
Policy, approved in writing by Lessor and the Collier County Risk Management Department, for
not less than One Million and 00 /100 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 00 /100 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. Lessee 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.
16K7
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
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of this Lease; and shall include a provision requiring not less than ten (10) days prior written
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
financial 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:
i. Abandonment of Premises or discontinuation of Lessee's operation.
ii. Lessee's material misrepresentation of any matter related to this Lease.
iii. 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 writ of execution and/or
other process of law or equity.
vii. Lessee's loss of its federal IRS tax exempt status.
viii. 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 otherwise, and the same remains
unreleased for a period of sixty (60) days from the date of filing unless
within 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 which
a different cure period is provided), whereby Lessor may, at its option,
terminate this 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 writing by Lessor as being
reasonably required to correct such default). However, the occurrence of
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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
i. 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 dispose of such property in any manner it so chooses and
shall not be liable to Lessee for such disposal.
ii. 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.
iii. 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 otherwise. Lessor shall be
entitled to reasonable attorneys fees and costs incurred arising out of
Lessee's default under this Lease.
c. 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 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 following:
Page 7 of 11
i. For injunctive relief as may appear necessary or desirable to enforce the
performance and observance of any obligation, agreement or covenant of
Lessor under this Lease.
ii. 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,
with no interest.
e. No Remedy Exclusive. No remedy herein conferred upon or reserved 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 power
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 from 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, which 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 with the terms
of this Lease, then in such event this Lease shall be modified or revoked as is necessary to
comply with 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. Notices 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
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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 written
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 -down or lock -out, explosion,
fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind, drought, and the
binding order of any governmental authority.
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16K7
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 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.
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 (14) days after the County enters into this
Lease, at Lessee's sole cost and expense.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
SIGNATURE PAGE TO FOLLOW
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16K7
IN WITNESS WHEREOF, the Lessee and Lessor have hereto executed this Lease the
day and year first above written.
S TO THE LESSEE:
Witness (signature)
,(p&t name)
(print name)
AS TO THE LESSOR:
ATTEST:
DWIGHT E. BROCK, Clerk
Bye
;Dept
tilll tran .1
MARCO ISLAND HISTORICAL SOCIETY, INC.,
a Florida non- profitcRWration
icy:
(Print Name)
Title: President
BOARD OF COUNTY COMMISSIONERS,
COLLIER COUNTY, FLORIDA
By:
FRED W. COYLE, CHAIRMA
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