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Agenda 06/26/2012 Item #16E 46/26/2012 Item 16.E.4. EXECUTIVE SUMMARY Recommendation to approve and execute a Shared Parking and Access Agreement with Naples Zoo, Inc., the County, and the Conservancy of Southwest Florida, Inc. OBJECTIVE: The County retained approximately three acres of vacant land located south of the property being leased by the Naples Zoo, which is located east of Goodlette Road and south of Golden Gate Parkway. This subject parcel as been referred to as the `grassed' area that has been used for overflow parking by the Zoo. At this time, Collier County (County), the Naples Zoo (Zoo) and Conservancy of Southwest Florida (Conservancy) feel that it would be advantageous for the parcel to be shared by all entities to accommodate visitors at those facilities. CONSIDERATION: In connection with the County's Gordon River Greenway Park project, the County will be constructing a driveway beginning at the signalized access on Goodlette Road at the Zoo entrance, running south on the County's property along Goodlette to the grassed area now used for overflow Zoo parking. With this, the Conservancy approached the County and suggested a shared parking use of the County's grassed parcel. The Conservancy has already constructed an access and driveway off Goodlette Road on their property which leads to the Conservancy's facility and to their parking areas. The Conservancy will also share its eighty parking spaces for overflow Zoo parking. The `Location Map' attached to the Agreement shows a road connecting the County's parking area to the Conservancy's driveway. The County will construct a road to the Conservancy's newly constructed driveway so that visitors to the Zoo could also access the Zoo at that location. Each entity has agreed to provide forty -eight hour notice to each of the other entities advising of its use of the shared parking facilities. This will be beneficial to all to prevent a conflict in large event scheduling. Each entity will be responsible for all expenses associated with the construction, maintenance, and operation of its own improvements. The Agreement includes indemnification language for each entity. FISCAL IMPACT: There is no fiscal impact related to the Shared Parking and Access Agreement. GROWTH MANAGEMENT: There is no growth management impact. LEGAL CONSIDERATION: This item is legally sufficient and requires a majority vote for Board action. -JBW RECOMMENDATION: That the Board of County Commissioners approves the Shared Parking and Access Agreement with the Conservancy of Southwest Florida, Inc. and the Naples Zoo and authorizes the Chairman to execute the Agreement. PREPARED BY: Michael Dowling, Senior Property Management Specialist, Real Property Management, -facilities Management Department Packet Page -1637- COLLIER COUNTY Board of County Commissioners Item Number: 16. EA. 6/26/2012 Item 16.E.4. Item Summary: Recommendation to approve and execute a Shared Parking and Access Agreement with Naples Zoo, Inc., the County, and the Conservancy of Southwest Florida, Inc. Meeting Date: 6/26/2012 Prepared By Name: DowlingMichael Title: Property Management Specialist, Senior,Facilities 6/11/2012 11:28:05 AM Submitted by Title: Property Management Specialist, Senior,Facilities Name: DowlingMichael 6/11/2012 11:28:06 AM Approved By Name: WilliamsBarry Title: Director - Parks & Recreation,Parks & Recreation Date: 6/11/2012 11:36:55 AM Name: CampSkip Title: Director - Facilities Management,Facilities Manage Date: 6/11/2012 1:06:13 PM Name: pochopinpat Title: Administrative Assistant,Facilities Management Date: 6/11/2012 2:12:02 PM Name: MottTom Title: Manager - Property Acquisition & Const M,Facilitie Date: 6/11/2012 2:41:21 PM Name: PriceLen Packet Page -1638- Title: Administrator, Administrative Services Date: 6/11/2012 8:56:25 PM Name: WhiteJennifer Title: Assistant County Attorney,County Attorney Date: 6/13/2012 5:21:18 PM Name: KlatzkowJeff Title: County Attorney Date: 6/14/2012 4:04:03 PM Name: FinnEd Title: Senior Budget Analyst, OMB Date: 6/15/2012 5:13:41 PM Name: OchsLeo Title: County Manager Date: 6/17/2012 8:59:08 AM Packet Page -1639- 6/26/2012 Item 16.E.4. 6/26/2012 Item 16.E.4. SHARED PARKING AND ACCESS AGREEMENT This Shared Parking and Access Agreement (hereinafter the `Agreement') is entered into this day of , 2012, by and between . Naples Zoo, Inc., a Florida not for profit corporation, (hereinafter the "Zoo ") with an address of 1590 Goodlette -Frank Road, Naples, FL 34102, Collier County, a political subdivision of the State of Florida (hereinafter the "County ") with an address of 15000 Livingston Road, Naples, FL 34108, and Conservancy of Southwest Florida, Inc., a Florida not for profit corporation, (hereinafter the "Conservancy ") with an address of 1450 Merrihue Drive, Naples, Florida 34102. RECITALS WHEREAS, the Zoo has a thirty (30) year leasehold interest as Lessee ( "Leasehold Interest ") on approximately 44 acres, as amended, of real property owned by the County described in Exhibit "B" attached hereto (hereinafter referred to as `the County Property') and operates the Naples Zoo on the County Property; and WHEREAS, the Conservancy owns real property (herein the "Conservancy Property"), which abuts the County Property along the east and south boundaries of the County Property; and WHEREAS, the Conservancy desires, as a secondary access, for its visitors and the right to access and use the parking area to the South of the Zoo on County Property (herein the "County Parking Area "); and WHEREAS, the County and Zoo desire to allow the Conservancy to use the County Parking Area during Conservancy special events if space is available; and WHEREAS, in connection with the County's Gordon River Greenway Park project (the "Greenway "), the County is improving the County Property with an access drive (herein the "County Access Drive ") starting at the signalized access on Goodlette Frank Road, which provides an entrance to the County Parking Area, and is willing to allow the Conservancy to connect its entry road on the Conservancy Property (herein the "Conservancy Entry Road "), to the drive lanes in the County Parking Area; and WHEREAS, the Zoo desires to use, in addition to parking areas on the County Property, and during its peak days, the grassed overflow parking area located on the Conservancy Property (herein the "Conservancy Overflow Parking Area") for Zoo patrons and for Zoo overflow parking needs; and WHEREAS, the Conservancy is willing to allow the Zoo to use the Conservancy Overflow Parking Area during the Zoo's peak days of business if space is available. WHEREAS, the Zoo currently provides for free admission to Collier County residents the first Saturday of every month and parking is limited, shared parking would not be available to the Conservancy by the Zoo during this period. Packet Page -1640- 6/26/2012 Item 16.E.4. NOW, THEREFORE, the parties do hereby come to the following understanding: i . COUNTY AND ZOO PERMISSION. The County intends to construct and maintain the County Access Drive to the County Parking Area. The Conservancy may connect to the County Parking Area as a secondary access by the Conservancy Entry Road which will connect to the drive lanes in the County Parking Area. The Conservancy's visitors may then exit the Conservancy as a secondary access as follows: from the Conservancy Property to the Conservancy Entry Road, to the drive lanes of the County Parking Area and out through the County Access Road. The County intends to construct a pedestrian pathway to provide pedestrian access from the Conservancy Overflow Parking Area to the County Property. (For reasons of public safety and ease of access, this pedestrian pathway must be installed between the Conservancy Overflow Parking Area and the County Property prior to the implementation of this Agreement.) The County and Zoo hereby grant and agree to allow the Conservancy to utilize the County Parking Area drive lanes as set forth above for the limited purpose of serving as a secondary access to the Conservancy Property. The County will maintain the County Parking Area drive lanes. The County and the Zoo also hereby grant and agree to allow the Conservancy permission to utilize the Parking Area if space is available to use the County Parking Area for overflow parking for Conservancy events. The Conservancy will provide the County and Zoo a minimum of 48 hours prior written notice of its intent to use the County Parking Area. The 48 hours prior written notice may be transmitted via electronic mail. 2. CONSERVANCY PERMISSION. The Conservancy hereby gives permission, if space is available, to the County and Zoo for the use of approximately eighty (80) parking spaces on the Conservancy Overflow Parking Area during the Zoo's peak days and to access said parking area utilizing the Conservancy Entry Road constructed by the Conservancy. The Zoo or the County will provide the Conservancy a minimum of 48 hours prior written notice of its intent to use the Conservancy Overflow Parking Area. The Conservancy will maintain the Conservancy Entry Road and Conservancy Overflow Parking Area. The 48 hours prior written notice may be transmitted via electronic mail. 3. REASONABLE USE. The permissions hereinabove granted shall be used and enjoyed in such a manner so as not to unreasonably interfere with, obstruct or delay the conduct and operations of the business of any other owner or its permittees at any time conducted on its property. 4. IMPROVEMENTS. No permanent building, structures, fences, walls, trees or other improvements inconsistent with the use and enjoyment of such permissions shall be placed over or permitted to encroach upon or interfere with such shared parking or access. 5. MAINTENANCE. Each underlying owner of the property subject to the shared parking area shall be wholly responsible for the costs and expenses involved in performance of reasonable and necessary maintenance, management, repair, or replacement of the shared parking area that it owns. Each underlying owner will give ten (10) days prior written notice of any scheduled maintenance, management, repair or replacement of the respective area. 6. INDEMNIFICATION BY ZOO. The Zoo shall indemnify, defend and hold the Conservancy and the County harmless from and against any and all claims, demands, suits, actions, and causes of action, costs and expenses (including without limitation attorneys' fees and costs) connected with the Zoo's use of the Conservancy Overflow Parking Area or Conservancy Entry Road, 2 Packet Page -1641- 6/26/2012 Item 16.E.4. the conduct of Zoo's business with respect to its use of the Conservancy Overflow Parking Area or Conservancy Entry Road, or any activity, work or things done, permitted or suffered by the Zoo in or about the Conservancy Overflow Parking Area or Conservancy Entry Road, and shall further indemnify, defend and hold harmless the Conservancy and the County from and against any and all claims arising from any "Default" (as defined herein), or arising from any act of commission, or omission of the Zoo, or its agents, servants or employees, subtenants or assignees or anyone else connected with the Zoo's use coming,. on the Conservancy Overflow Parking Area or Conservancy Entry Road. The Conservancy shall not be liable to the Zoo for any loss, injury or damage to the Zoo or any other person in, upon or about the Conservancy Overflow Parking Area or Conservancy Entry Road, or to its or their property (including, without limitation, any consequential damages arising out of any loss of use of the Conservancy Overflow Parking Area or Conservancy Entry Road, or any equipment or facilities thereon by the County or the Zoo, or any other person claiming through or under the Zoo), from any cause, and the Zoo, as a material part of the consideration to the Conservancy, hereby assume all risk of such loss, injury or damage and hereby waive all claims in respect thereof against the Conservancy. The County and the Zoo shall not be expected or required to pay any charge, assessment, or imposition, of any kind charged, assessed, or imposed on or against the Conservancy Overflow Parking Area or Conservancy Entry Road, or be under any obligation or liability hereunder except as herein expressly set forth. This paragraph is specifically enforceable. If the Zoo fails to indemnify, defend and hold the Conservancy or the County harmless as set forth herein ( "default "), then the parties hereto shall submit the claim or dispute to binding arbitration before one certified arbitrator in Collier County, Florida. Each party shall pay its own costs and attorney's fees, including appellate costs and attorney's fees. 7. INDEMNIFICATION BY CONSERVANCY. The Conservancy shall indemnify, defend and hold the Zoo and the County harmless from and against any and all claims, demands, suits, actions, and causes of action, costs and expenses (including without limitation attorneys' fees and costs) connected with the Conservancy's use of the County Access Drive or County Parking Area, the conduct of the Conservancy's business, or any activity, work or things done, permitted or suffered by the Conservancy in or about the County Access Drive or County Parking Area, and shall further indemnify, defend and hold harmless the Zoo and the County from and against any and all claims arising from any "Default" (as defined herein) or arising from any act of commission or omission of the Conservancy, or its agents, servants or employees, subtenants or assignees or anyone else connected with the Conservancy's use coming on the County Access Drive or County Parking Area. The Zoo and County shall not be liable to the Conservancy for any loss, injury or damage to the Conservancy or any other person in, upon or about the County Access Drive, County Parking Area or the County Property (including, without limitation, any consequential damages arising out of any loss of use of the County Access Drive or County Parking Area or any equipment or facilities thereon by the Conservancy or any other person claiming through or under Conservancy), from any cause, and the Conservancy, as a material part of the consideration to the Zoo and County, hereby assumes all risk of such loss, injury or damage and hereby waives all claims in respect thereof against the County and the Zoo. The Conservancy shall not be expected or required to pay any charge, assessment, or imposition, of any kind charged, assessed, or imposed on or against the County Access Drive or County Parking Area, or be under any obligation or liability hereunder except as herein expressly set forth. This paragraph is specifically enforceable. If the Conservancy fails to indemnify, defend and hold the County or the Zoo harmless as set forth herein ( "default'), then the parties hereto shall submit the claim or dispute to binding arbitration before one certified arbitrator in Collier County, Florida. Each party shall pay its own costs and attorney's fees, including appellate costs and attorney's fees. Packet Page -1642- 6/26/2012 Item 16.E.4. 8. NOTICES. Any notice, request, demand, instruction or other communication to be given to either party hereunder shall be in writing, sent by facsimile with automated confirmation of receipt, or by registered or certified mail, return receipt requested, postage prepaid, transmitted or addressed as follows: If to ZOO: Naples Zoo, Inc. 1590 Goodlette -Frank Road Naples, FL 34102 Attn: Executive Director Naples Zoo, Inc. Telephone: (239) 262 -5409 Fax No.: (239) 262 -6866 If to CONSERVANCY: Conservancy of Southwest Florida, Inc. 1450 Merrihue Drive Naples, Florida 34102 Attn: President & CEO Telephone: (239) 262 -0304 Fax No. (239) 262 -0672 If to COUNTY: Collier County Parks and Recreation 15000 Livingston Road Naples, FL 34108 ATTN: Parks and Recreation Director Telephone: (239) 252 -4000 Fax No. (239) 252 -5360 Copy to: County Attorney 9. LIABILITY INSURANCE BY ZOO. The Zoo shall obtain and keep in force at all times during the term of this Agreement, at the Zoo's expense, insurance in the same amounts and subject to the same policy requirements set forth in that certain Lease Agreement by and between the County and the Zoo, dated December 12, 2005, which is attached hereto as Exhibit `B' and made a part hereof, and as may be amended, for: A. Commercial General Liability, including Contractual Liability and Products and Completed Operations Liability insuring the Zoo and, as Additional Insured, the County and the Conservancy against any liability for injury to or death of persons, loss or damage to property or personal injury occurring in and on the County Access Drive and County Parking Area arising out of the ownership, use, occupancy or maintenance of the County Access Drive, County Parking Area, and all areas appurtenant thereto. B. Automobile Liability including coverage for owned, non -owned and hired automobiles. C. Statutory Workers' Compensation and Employers' Liability. D. The policy limits of such insurance shall not, however, limit the liability of the Zoo hereunder. 4 Packet Page -1643- 6/26/2012 Item 16.E.4. 10. LIABILITY INSURANCE BY CONSERVANCY. The Conservancy shall obtain and Keep in force at all times during the term of this Agreement, at the Conservancy's expense, insurance as follows: A. Commercial General Liability, including Contractual Liability and Products and Completed Operations Liability in an amount of not less than $1,000,000 Each Occurrence, $2,000,000 General Aggregate, $2,000,000 Products and Completed Operations Aggregate and $1,000,000 Personal Injury insuring the Conservancy and, as Additional Insured, the Zoo and the County against any liability for injury to or death of persons, loss or damage to property or personal injury occurring in and on the County Access Drive and County Parking Area arising out of the ownership, use, occupancy or maintenance of the County Access Drive, County Parking Area, and all areas appurtenant thereto. B. Automobile Liability including coverage for owned, non -owned and hired automobiles in an amount of not less than $1,000,000. C. 1) Statutory Workers' Compensation and 2) Employers' Liability in an amount of not less than $1,000,000 Each Accident, $1,000,000 Policy Limit — Disease and $1,000,000 Each Employee — Disease. D. The policy limits of such insurance shall not, however, limit the liability of the Conservancy hereunder. 11. WAIVER AND INVALIDITY. Any failure to enforce any provision contained herein, or subsequently recorded as provided hereunder, shall in no way be deemed a waiver of the right to do so thereafter. The invalidity, violation, abandonment or waiver of any one or more of any of the provisions hereunder shall not affect or impair the remaining portions of this Agreement. 11. EXPENSES RELATED TO AGREEMENT. This Agreement shall be recorded as shared cost by all parties' expense. 13. ENFORCEMENT AND ATTORNEY'S FEES. Except as provided in this article, this Agreement shall not be specifically enforced, nor can any party hereto seek damages hereunder except as provided herein. It is specifically understood that this Agreement is not a binding agreement except as provided herein, and any party hereto may suspend or terminate this Agreement at any time in writing. No consideration is being given by any party to this Agreement, except as to the indemnification and holding harmless provisions, or as otherwise provided herein. In the event of a dispute over the terms of this Agreement, each party shall pay its own attorney's fees and costs including those which may be incurred by a non - defaulting party. 14. INTENT AND REVOCATION. The parties hereto intend for this Agreement, and the use rights created herein, to constitute a license in land between one another. The provisions granted hereby are personal to the parties and not assignable, and this license may be revoked by any party hereto at any time by providing 30 days prior written notice to the other parties notwithstanding any reliance, improvements or expenses made or incurred by any other party with respect to its interest 5 Packet Page -1644- 6/26/2012 Item 16.E.4. herein. This Agreement constitutes the entire agreement of the parties hereto with respect to the matters set forth herein and shall not be modified except by a writing signed by each party hereto. Locations of the County Access Drive, County /Zoo Shared Parking Area, Conservancy Entry Road/Shared Public Access, and Conservancy Overflow Shared Parking Area, are depicted, for reference, on the attached Exhibit `A'. TO HAVE AND TO HOLD the same unto the GRANTOR and GRANTEE, its assigns, together with the rights as set forth above. IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals. Witnesses: Signature (print name STATE OF FLORIDA COUNTY OF COLLIER Naples Zoo, Inc., a Florida not- for - profit corporation (Corporate Seal) By: wo , Chairman Title: 9kinC. I .(z Date: q A d I Th oregoing instrument was acknowledged before me this day of r7 , 2012, by ,Q.u�' fil aF{ of Naples Zoo, Inc., a Florida not - for -profit corpot tion, on behalf of the corporation, who is (\/) personally known to me or ( ) has produced as identification. (SEAL) CAMILLE PICKENS NOTARY PUBLIC STATE OF FLORIDA Comm# EE145095 Expires 113/2016 Notary Public //�� Print Name: C.'alW-Jle- ' "C'X en-S My Commission Expires: 0 /-10 b -16 6 Packet Page -1645- Conservancy of Southwest Florida, Inc., and Collier County signatures appear on following pages. Witnesses: Signature L­�II (print name) Signature o,a,Rot—,y-Nb (print name) STATE OF FLORIDA COUNTY OF COLLIER 6/26/2012 Item 16.E.4. Conservancy of Southwest Florida, Inc., a Florida not - for - profit corporation (Corporate Se By:/ Name:z drew /*--1 c/- It-,)u1h4p— eo Title: / re- S r 4-e, rj 4" The foregoing instrument was acknowledged before me this 10'0" day of Or-oJ , 2012, by , of Conservancy of Southwest Florida, Inc., a Florida not - for - profit corporation, on behalf of the corporation, who is () personally known to me or () has produced as identification. - (SEAL) Dated: , 2012 ATTEST: DWIGHT E. BROCK, Clerk : Deputy Clerk Approved as to form and legal sufficiency: kOAQPM& �J alc. Notary Pub is Print Name: 14 arc" 04, Do.r X My Commission Expires: ••� "�•�� MARGARET ANN DARDIS a� -� Notary Public - State of Rorida • •= My Comm. Expires Nov 12, 2013 Commission N DO 939945 •••n. , Bonded Through National Notary Assr BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA In Fred W.Coyle, Chairman Jennifer B. VAR, Assistant County Attorney 7 Packet Page -1646- �y all tit, i Ire• '� ' 1!1 F� +� +• ♦•�!, i �`.° ,`:. `�s �� i� � rte : y �:. +•a . ♦ a'.►a� .r � ��i Y ♦ . _+ #_ ♦- -�� a r+ o � �4 !i i� i f I 9 EXHIBIT `B' SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT entered into this day of 1, . ,( G , 2010, at Naples, Collier County, Florida by and between NAPLES ZOO, INC., a Florida non -profit corporation, exempt from taxation under Section 501(c) (3) of the Internal Revenue Code, whose mailing address is 1590 Goodlette -Frank Road, Naples, Florida 34102, hereinafter referred to as LESSEE 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 "LESSEE." WITNESSETH WHEREAS, Naples Zoo, Inc., and Collier County, entered into the Lease Agreement dated December 12, 2005, by way of a Novation Assignment of Lease Agreement dated December 19, 2005, from the Trust for Public Land, a California not - for -profit corporation, and: WHEREAS, the LESSOR and LESSEE are desirous of amending the Lease Agreement; NOW THEREFORE, in consideration of the covenants and agreements provided within said Lease Agreement dated December 12, 2005, and Ten Dollars ($10.00) and other valuable consideration, said Lease Agreement is hereby amended as follows: 1.) Under Article 1, Demised Premises and Permitted Uses, Exhibit "A -1" shall be replaced with the attached Exhibit dated Z T. io . The reference to 43.52 acres plus/minus shall be 4/"/ replaced with 4� / acres plus/minus- 2.) Except as expressly provided herein, the Lease Agreement between Naples Zoo, Inc., and Collier County, dated December 12, 2005, remains in full force and effect according to the terms and conditions contained therein, and said terms and conditions are applicable hereto except as expressly provided otherwise herein. IN WITNESS WHEREOF, the LESSOR and LESSEE have hereto executed this Second Amendment to Lease Agreement the day and year first above written. AS TO THE LESSEE: Witness (signature) Wis", Witness (print name) i ess ( signatur Witness (print name) NAPLES ZOO, INC., a Florida non -profit corporation =, Packet Page -1648- 6/26/2012 Item 16.E.4. L 6/26/2012 Item 16.E.4. DATED c .' , z b i d BOARD OF COUNTY COMMISSIONERS, ATTEST- = COLLIER COUNTY, FLORIDA DWIGHT E. BROCY, Clerk B BY: W. Deputy °clerk, - ..; FRED W. COYLE, Charm AL - i'F ORt ;' Approved as to form and legal sufficiency: Jennifer B. White, Assistant County Attorney Packet Page -1649- 1 7$i pit t i -te 1 tl!Y a wa ayy° m �1 66 O 1 �x�� po��FFJff 4 91 '1 N !f m r 6 g k 6/26/2012 Item 16.E.4. Ig s - F I i Dl i•f I MEL I let P e I I � y Y t !•t ga y L ,E � Dlm�y`I:iS !� � D $D -1`4's1 ", [' -,1 � f4 i }t Fief ° a Co 8 �t; co Packet Page -1650- � ' I —O —.I m � 1 r I . O 0 gc � I � f � y 1 A 1 Y 1Ii If ty t f114,112 1j4 f sit .11101j €=^ D i t tlt! IE ` �� ����l�F�f� � 1 ff M u fill' if ,c,��t� � +. 1 40 �tYtl r ;#�` ='f 1. is t lira Sig tfff!t i €3f fir I 9 dl R t P i t , r 3i 5 8� �t 9 F, [1414 =i �.���� 6/26/2012 Item 16.E.4. !r d A - i v Packet Page -1651- 'D m m Q y� o�0