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Resolution 2003-459 RESOLUTION 2003 - i2.L 1606 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA, APPROVING THE LEASE AGREEMENT BETWEEN COLLIER COUNTY AND THE CHILDREN'S MUSEUM OF NAPLES, INe. FOR USE OF COUNTY-OWNED PROPERTY AT THE NORTH NAPLES REGIONAL PARK WHEREAS, the Children's Museum of Naples, Inc. ('Museum'), desires to lease approximately square feet of Collier County-owned unimproved land located at the North Naples Regional Park, for construction and operation of a Children's Museum; and WHEREAS, the lease shall have an initial term lease of thirty (30) years and includes four (4) additional (separate) renewal terms of fifteen (15) years each. The annual rental shall be and shall remain to be $100; and WHEREAS, the Board of County Commissioners believes and finds that this land ("Demised Premises") is required for the Museum's use and is not presently needed exclusively for County only purposes. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that: 1. The Board of County Commissioners hereby approves the attached Lease Agreement between Collier County and the Children's Museum of Naples, Inc. 2. The Chairman of the Board of County Commissioners of Collier County, Florida, is hereby authorized to execute the attached Lease Agreement on behalf of the Board.. This Resolution adopted this I Co 'fh day 0~2003 after motion, second and majority vote in favor of adoption. ATTEST: .' ~8/JI\D . DWIGHT ~)IIROCK;~er~, " ~. ',~ ",\, BY . . .'. .. ,.... I ':="', .':.e~ . "'-', r '~\\\\ .,' Attesf lS"w Chaf....,.S s f9llaturi~.",'lt' .. ..' ,~ . ,.., - \, , .,)...- BOARD~ oeo TY C COLLIER TY, D.G. BY: ~ TOM HENNING, Chairman Approved as to form and legal sufficiency: T~PP~ Assistant County Attorney LEASE AGREEMENT 160 6 ~ "I TillS' LEASE AGREEMENT ("Lease") entered into this I&; "fY\ day 04)e~2003 between the CHILDREN'S MUSEUM OF NAPLES, INe. ("LESSEE") whose mailing address is PO Box 2423, Naples, Horida 34106 and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is 3301 East Tamiami Trail, Naples, Florida 34112, hereinafter referrcd to as "LESSOR." WITNESSETH THE PARTIES AGREE AS FOLLOWS: ARTICLE I. Demised Premises, (A) LESSOR agrees to Lease approximately two (2) acres as described in Exhibit "A" which Exhibit is attached hereto and made a part hereof, herein called the "Demised Premises," situated in Collier County, Florida, for the purpose of LESSEE to fully fund, construct, operate and maintain a twenty thousand (20,000) square foot building only as a Childrens' Museum (the "Facility") for uses commonly and normally associated with a Childrens' Museum. No "zoo" or other housing of animals is being authorized, LESSEE may expand the size of the Facility subject to LESSOR'S prior expressed written approval, and to include related parking and landscaping, As the underlying land is zoned "Park," LESSEE may serve alcoholic beverages during infrequent fundraising events. LESSEE shall also be permitted to contract for (or conduct) one (1) concession/gift shop and the proceeds shall be revenue to LESSEE. (B) LESSOR agrees to allow LESSEE'S overflow parking to utilize the area indicated as 'NNRP Bus Parking' on Exhibit "A" as 'Shared Parking', ARTICLE 2. Term of Lease. (A) LESSEE hereby Leases for a term of Thirty (30) years commencing on January I, 2004 and ending December 3 I, 2034 (the "Initial Term"), (B) LESSEE is granted four (4) additional (separate) fifteen (15) year renewal terms following the initial thirty (30) year term, This Lease shall automatically renew for each successive renewal fifteen (15) year term under the same terms and conditions, as provided herein, including as to the rental amount, as provided herein, unless LESSEE notifies LESSOR, in writing, of its intention not to renew this Lease, which notice must actually be delivered to LESSOR not less than one hundred eighty (180) days prior to the expiration of the then current lease term. Notwithstanding, if LESSEE is in default under on the terms and conditions of this Lease prior to the expiration leasehold estate hereby created or renewal term then in effect, LESSOR shall have the right not to renew this Lease by providing LESSEE with Notice of such intent not to renew not less than one hundred eighty (I80) days prior to the expiration of the initial term, or the renewal term, then in effect. Said notice shall be effective upon actual receipt by LESSEE. (C) LESSEE agrees to complete the proposed Facility on or before the fifth year of the commencemcnt date of this Lease, LESSEE shall be responsible for providing LESSOR with a copy of the Certificate of Occupancy issued by Collier County for the Facility. (D) If after the fifth year of this Lease, LESSEE has not actually fully completed the proposed Facility at the Demised Premises, this Lease shall be null and void and LESSOR, if it so elects, may renegotiate a new LEASE AGREEMENT with LESSEE for the intended purpose of this Agreement, or in the alternative, LESSOR can erect to take possession of the improvements the on the Demised Premises without compensating LESSEE in any way. Upon issuance of a Certificate of Occupancy, the County shall have no further right to declare this Lease null and void for non-performance of the required construction, (E) The Board of County Commissioners, as a last resort, reserves its right to terminate this Lease,.i2.!:. cause, upon providing to LESSEE at (east one hundred and eighty (180) days prior written notice actually deli vered to LESSEE at the mailing address set forth in ARTICLE 8 (or then substituted "notice address"),Said notice shall be effective upon actual receipt by LESSEE, Termination for cause shall be a last resort and shall not be exercised unless LESSOR has provided LESSEE with advance written notice of each such violation(s) and has afforded LESSEE reasonable time to cure all such noticed curable violations, or in the event LESSEE violates this Lease by committing one or more material, non-curable violation(s), Any unauthorized use by LESSEE shall be a "materia! violation" and shall be independent grounds for termination by LESSOR for cause, If termination for cause is exercised by LESSOR, LESSEE shall surrender the Facility and all fixture and non- . ---_...~ . -------...--- 1606 , '~'i fixture improvements to LESSOR without cost or expense to LESSOR, and the Facility and all such impro\'ements shall become the absolute property of LESSOR, (F) The Facility and all other fixed improvements to the Demised Premises shall automatically, and at no cost to LESSOR, become sole property of LESSOR upon termination of this Lease, ARTICLE 3. Rent. LESSEE hereby covenants and agrees to pay as rent for the Demised Premises the sum of One Hundred Dollars ($100,00) per annum, The rent for the first ten (10) lease years ($1,000) shall be paid to LESSOR within ten workdays of LESSOR'S execution of this Lease. Thereafter, the annual rent shall be paid in full not later then thirty (30) days following the anniversary date of the execution of this Leasc by LESSOR, and shall be paid to LESSOR not later then the anniversary date of the commencement date of this Lease for each year thereafter. ARTICLE 4, LESSEES' Other Exoenses and Costs, (A) LESSEE shall pay to the LESSOR one half (1/2) of LESSOR'S total expenses to develop shared "infrastructure" as indicated on Exhibit B, including LESSOR'S costs of engineering, and LESSOR'S costs of construction of ingress/egress, parking facilities, site development, water and wastewater facilities, electric service facilities and hook-ups, surface water management and landscaping. It is anticipated that these costs by LESSOR should not exceed $800,000 and, therefore, LESSEE'S costs for this infrastructure is not anticipated to exceed $400,000, These costs shall be paid by LESSEE to LESSOR promptly after LESSOR delivers invoices for same to LESSEE from time-to-time. (B) LESSEE shall be responsible for its pro-rata share of anyon-going maintenance or future maintenance costs or expenses related to the Shared Parking Area that LESSOR may elect to complete, This may include, but not be limited to repaving, complying with any future code issues or water management issues. (C) LESSEE shall also be responsible for the sole cost and expcnse of monthly costs related to electricity, air conditioning, water, sewer, pest control, telephone and other communications, trash removal, janitorial services and landscaping used, rendered or supplied to the Demised Premises throughout the life of this Lease. ARTICLE 5. Commitment. LESSEE agrees that: 1. This Facility will be open to the gencral public but reasonable admittance fees may be required. 2, LESSEE shall provide the Public Services Administrator and the Parks and Reereation Department Director with construction plans for the proposed Facility, LESSOR shall review the plans and provide written approval or disapproval within thirty days to LESSEE prior to any construction by LESSEE to ensure that the exterior of the proposed Facility, and that all related improvements such as landscaping, lighting and parking areas, are compatible with LESSOR'S improvements and architectural style at and near the Demised Premises, Upon review of LESSEE'S plans by LESSOR, LESSOR shall provide LESSEE with written notice of any construction scheduling conflicts that in LESSOR'S opinion may be caused by LESSEE'S construction at the Demised Premises that may hinder maintenance and/or operations at or near the Demised Premises, 3, LESSEE shall totally complete the proposed Facility, whereby in the normal course of events a normal Certificate of Occupancy can be issued to LESSEE by LESSOR not later then the fifth (5th) year from the commencement date of this Lease, or this Lease may be declared by the Board of County Commissioners to have become null and void for such non-compliance by LESSEE, 4, Any and all improvements must be in accordance with all then applicable local, State and Federal Laws, rules and regulations, 5, If LESSEE shall engage in fund raising activities, LESSEE will strictly comply with and any all laws and regulations applicable to fund raising activities and County will not be responsible in any way for any fundraising activities or reimbursements. 2 ARTICLE 6, Indemnity, 1 6 06 ....~. , (A) LESSEE, in consideration of Ten Dollars ($10,00), the receipt and sufficiency of which is hereby acknowledged, shall indemnify, defend and hold harmless LESSOR, its agents and employees from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (including, but no limited to, attorneys' fees and disbursements both at trial and appeJIate levels) arising, directly or indirectly, from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (i) LESSEE'S use of the Demised Premises, (ii) any work or thing whatsoever done, or any condition created (other than by LESSOR, its employees, agents or contractors) by or on behalf of LESSEE in or about the Demised Premises, (jii) any condition of the Demised Premises due to or resulting from any default by LESSEE in the performance of LESSEE'S obligations under this Lease, or (iv) any act, omission or negligence of LESSEE or its agents, contractors, employees, subtenants, or LESSEE'S invitees. In case any action or proceeding is brought against LESSOR by reason of anyone or more thereof, 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, (B) The LESSOR shall not be liable for any injury or damage to person or property caused by the elements or by other persons in the Demised Premises, or from the street or sub-surface, or from any other place, or for any interference caused by operations by or for a governmental authority in construction of any public or quasi-public works, (C) The LESSOR shall not be liable for any damages to or loss of, including loss due to petty theft, any property, occuning on the Demised Premises or any part thereof, and the LESSEE agrees to hold the LESSOR harmless from any claims for damages, except where such damage or injury is the result of the gross negligence or willful misconduct of the LESSOR or its employees, ARTICLE 7, Insurance. (A) LESSEE shall provide and maintain general liability and property liability insurance policy(ies), approved by the Collier County Risk Management Department, for not less than Three Hundred Thousand Dollars and No/Cents ($300,000,00) combined single limits during the term of this Agreement. In addition, LESSEE shall provide and maintain Worker's Compensation Insurance covering all employees meeting then minimum required Statutory Limits in compliance with the then applicable Florida and, if applicable, federal laws. The coverage shall include Employer's Liability with a minimum limit of One Hundred Thousand Dollars and No/lOO Cents ($100,000.00) each accidcnt. (B) Such insurance policy(ies) shall list Collier County as an additional insured thereon. Evidence of such insurance shall be delivered by LESSEE to the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34 [12, for approval within thirty days from the execution of this Lease by both parities; and shall include a provision requiring ten (10) days prior written notice to Collier County c/o County Risk Management Department in the event of cancellation or changes in policy(ies) coverage, LESSOR reserves the right to reasonably amend the 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, ARTICLE 8, Default by LESSEE, (A) Failure of LESSEE to remedy any non-compliance of this Agreement within sixty (60) days from receipt of LESSOR'S written notice stating the non-compliance shall constitute a default, whereby LESSOR may, at its absolute discretion, terminate this Lease by giving LESSEE thirty (30) days written notice unless the default is fully cured within that sixty (60) day notice period (or such additional time as is reasonably required to correct such default). However, the occurrence of any of the following events shall constitute a default by LESSEE, and this Lease may be immediately terminated by LESSOR except to the extent then prohibited by law: (i) Falsification by LESSEE or an agent of LESSEE of any report required to be furnished to LESSOR pursuant to the terms of this Lease, (ji) Filing of insolvency, reorganization, plan or arrangement of bankruptcy, (B) In the event of the occurrence of any of the foregoing defaults in this ARTICLE 6, LESSOR, in addition to any other rights and remedies it may have, shall have the immediate right to re-enter and remove all signs from the Demised Premises. Such property may be removed and stored in a public warehouse or elsewhere at 3 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. r~D6 f ARTICLE 9. Obligations bv LESSOR. LESSOR shall have no obligations whatsoever except to the extent expressly specified herein. ARTICLE 10. Notices, Any notice which LESSOR or LESSEE may be required to give to the other party shall be in writing to the other party at the following addresses: LESSOR: Board of County Commissioners c/o Real Property Management Dept. Administration Building 3301 Tamiami Trail East Naples, Florida 341 12 LESSEE: Children's Museum of Naples, Inc, c/o President P.O. Box 2423 Naples, Florida 34106 cc: Office of the County Attomey Administrator, Public Services Director, Parks and Recreation Department ARTICLE 11. Surrender of Premises: Future Lease of the Demised Premises to LESSEE, LESSEE shall remove all signs installed by or on behalf of LESSEE immediately upon expiration of this Lease and shall deliver up and surrender to LESSOR possession of the Demised Premises in good physical condition, only ordinary wear and tear excepted, and shall be free from liens, security interests, and all other encumbrances except those, if any, authorized in writing by the Board of County Commissioners. The Board shall have no obligation to agree to any such encumbrance and such authorizations shall be as the unbridled discretion of the Board of County Commissioners, ARTICLE 12. General Provisions. LESSEE expressly agrees for itself, its successor and assigns, to refrain from any and all use of the Demised Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S operations where any such operations share common facilities or otherwise, Rights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR. ARTICLE 13, Effective Date. This Lease shall become effective upon execution by both LESSOR and LESSEE. ARTICLE 14. Governing Law, This Lease shall be governed by, and construed in accordance with, the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals, AS TO LESSEE: DATED: /2. I C: "~_ ~ FIR T WITNESS (signature) ::;;~3EUM OF :A:~S' INC JUL~STER, PreSIdent 4 -.----.--..---------..---.--------.. AS TO LESSOR: DATED: I ;}-/lo- dC03 ATTEST: . ~n. DWIGHT''tl. BROCK"Clerk ~~ ..' B:9:~ut~P.c. ~~,At~~t.~:to CIaIr,...s \7. It9rilt~i 0111. '.'i .. 1606 BOARD:!fF co NTY co SSIONERS COLLIER CO TY, IDA . BY: TOM HENNING, Chairman 5 1606 EXHIBIT A K:\7953 North ~ SCALE: 1"-60' fiil21,....ol'_, . ~.. ~ '" ill I tl ilw.~ NORTH NAPLES 1LE000NAL PARK COLLIER COUNTY P ARXS A RECREATION DEPARTMI!l<T J300SANTABARBARA BLVD NAPl.ES, FLORlDA 341]6 LEASE PARCEL 2.0 . AC 1 ,60 6 tTl ~ =. Sf. .... OJ en ::r e; (1) 0- ...... :::l :::?" ~ '" 2 (') 2 '"1 (1) '" ''I