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Agenda 12/08/2020 Item #16C11 (Resolution: Lease for Collier County Senior Resource Center, Inc.)12/08/2020 EXECUTIVE SUMMARY Recommendation to adopt a Resolution and to approve a Collier County Standard Form Long- Term Lease Not-For-Profit Entity with Collier County Senior Resource Center, Inc. OBJECTIVE: In order to allow Collier County Senior Resource Cent er, Inc., to continue its operation for the senior community of Collier County. CONSIDERATIONS: The Board of County Commissioners approved a Ground Lease (Ground Lease) with Collier County Senior Resource Center (Center) on July 28, 2009, a First Amendme nt on October 8, 2013, and a Second Amendment on September 27, 2016, for space within the old library in Golden Gate City located at 4898 Coronado Parkway, Naples, Florida (Property). The Ground Lease term is scheduled to expire on September 27, 2025. However, both parties wish to clarify several conditions within the Ground Lease, therefore a new agreement utilizing the County - Attorney’s Office-approved Collier County Standard Form Long-Term Lease Not-for-Profit Entity (Lease) with a Rider has been prepared. The Lease document contains provisions that are standard for all the County’s not -for-profit tenants. Examples of the standard provisions include but are not limited to: a thirty-year lease term; a one hundred and twenty day early termination provision for either party; annual rent of one dollar; approval of proposed uses of the property; obligations of tenant and landlord; and required insurance provisions. In order to address terms unique to each tenant, the ‘Rider,’ located on the last page of the Lease, lists those items pertinent to the tenant and its use of the Property. The following is a highlight of several major items contained in the Lease and Rider: • Lease: Item 1, Proposed Lease supersedes prior written agreements unless expressly provided for in the Lease. • Lease: Item 1, The Memorandum of Understanding dated December 9, 2014, will continue to be effective. The MOU allows Community and Human Services Division to operate its daily senior meal program at the Property and will reimburse the Center for a portion of its utility costs for use of the kitchen, in an amount not to exceed one hundred dollars. • Rider: Second Paragraph, allows Lessee to use 4,309.9 square feet of the of the building’s total 7,052 square feet with proportionate share for maintenance. FISCAL IMPACT: The deposit for the annual rent of One Dollar will be deposited into Library Trust Fund (612), Library Administrative Trust (156113), Facility Rental (347940), and the County’s contribution to the Senior Center shall continue to be paid from General Fund (001), Golden Gate Branch Library (156140). GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan. LEGAL CONSIDERATIONS: This item is approved for form and legality and requires majority vote for Board action. - JAB RECOMMENDATION: That the Board adopts the Resolution and approves the Collier County Standard Form Long-Term Lease Not-For-Profit Entity with Collier County Senior Recourse Center, Inc., and authorizes its Chairman to execute the attached Lease and Resolution. Prepared by: Michael Dowling, Sr. Property Management Specialist, Facilities Management Division 16.C.11 Packet Pg. 2729 12/08/2020 ATTACHMENT(S) 1. Senior Center Resolution (PDF) 2. CC Senior Resource Center Long Term Lease 2020 (PDF) 16.C.11 Packet Pg. 2730 12/08/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.C.11 Doc ID: 13127 Item Summary: Recommendation to adopt a Resolution and to approve a Collier County Standard Form Long-Term Lease Not-For-Profit Entity with Collier County Senior Resource Center, Inc. Meeting Date: 12/08/2020 Prepared by: Title: Property Management Specialist, Senior – Facilities Management Name: Michael Dowling 08/13/2020 12:45 PM Submitted by: Title: Director - Facilities Management – Facilities Management Name: Damon Grant 08/13/2020 12:45 PM Approved By: Review: Facilities Management Damon Grant Director - Facilities Completed 08/13/2020 2:13 PM Community & Human Services Kristi Sonntag Additional Reviewer Completed 08/14/2020 9:02 AM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 08/17/2020 11:24 AM Public Utilities Department Dan Rodriguez Additional Reviewer Completed 08/17/2020 1:52 PM Public Services Department Steve Carnell Additional Reviewer Completed 08/19/2020 11:29 AM Facilities Management Toni Mott Additional Reviewer Completed 08/20/2020 5:05 PM Public Utilities Department Drew Cody Level 1 Division Reviewer Completed 08/21/2020 9:55 AM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 08/27/2020 9:45 AM Public Utilities Department George Yilmaz Level 2 Division Administrator Review Skipped 08/27/2020 2:28 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 08/27/2020 2:48 PM Budget and Management Office Ed Finn Additional Reviewer Completed 08/28/2020 3:19 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 12/01/2020 4:14 PM County Manager's Office Sean Callahan Level 4 County Manager Review Completed 12/01/2020 4:47 PM Board of County Commissioners MaryJo Brock Meeting Pending 12/08/2020 9:00 AM 16.C.11 Packet Pg. 2731 II.ESOLUTION NO.2O2(). RESOLUTION OF THE I}OARD OF COUNTY COMMISSIONEIi.S, COLLIER COUNTY, FLORIDA, APPROVING A "COLLIER COUNTY STANDARD FORM LONG.TERM LEASE NOT.FOR.PROFIT ENTITY" BETWEEN COLLIER COUNTY AND COLLIER COUNTY SENIOR RESOURCE CENTER, INC. WHEREAS, Collier County Senior Resource Center, Inc., ("Center"), desires to utilize a portion ofa building owned by Collier County, a political subdivision ofthe State of Florida (l'Collier County"), located at 4898 Coronado Parkway, Naples, Florida, for use as a resource center for seniors. WHEREAS, the Collier County Standard Form Long-Term Lease No1-For-Profit Entity provides for an initial thirty-year term commencing on September 22,2020, and ending September 2l , 2050, with an annual rent of One Dollar. WHEREAS, the Board of County Commissioners is satisfied that this property may be used by the Center and is not needed for County purposes. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COLTNTY, FLORIDA, that: l. Pursuant to Section 125.38, Florida Statutes, Board of County Commissioners does approve the "Collier County Standard Form Long-Term Lease Not-For-Profit Entity" with Collier County Senior Resource Center, Inc. 2. The Chairman of the Board of County Commissioners olCollier County, Florida, is hereby authorized to execute the Collier County Standard Form Long-Term Lease Not-For-Profit Entity. THIS RESOLUTION ADOPTED this 22nd day of September 2020, after motion, second and majority vote. ATTEST: CRYSTAL K. KINZEL. CLERK By: , DEPUTY CLERK Approved as to form and legality: Jennifer A. Belpedio Assistant County Attorney BOARD OF COUNTY COMMISSIONEITS COLLIER COUNTY, FLORIDA By, BURT L. SAL]NDERS. CHAIRMAN s{.'r\ou' 0 @ 16.C.11.a Packet Pg. 2732 Attachment: Senior Center Resolution (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) Lease # PS- 126 COLLIER COUNTY STANDARD FORM LONG.TERMLEASE NOT-FOR-PROX'IT E,NTITY This Long-Term Lease (hercinaffer referred to as "Lease') is entered into this 8th day of December, 2020, by and between COLLIER couNTY SENIOR REsouRcE CENTE& INC., a Florida not for profit corporation, whose mailing address is 4898 Coronado Parkway, Naplx, Florida 34116, hereinafter referred to as "Lessee", and Collier County, a political suMivision of the State of Florida, whose mailing address is c./o Real Property Management, 3355 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "Lessor," collectively stated as the "Parties." RECITALS: WHEREAS, Florida Statutes Section 125.38 provides that ifa 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 penonal 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 thercupon 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 corporatioq has applied to the Board of County Commissioners for a Lease of certain property which the Board has determined is not presenfly needed for County purposes; and WHEREAS, it is dre Board's finding that it is in the public interest to lease this property to Lessee on the terms and conditions set forth below. WITNE SSETH: NOW TI{EREFORE, in consideration of Ten Dollars ($ I 0.00) and other good and valuable consideration exchanged amongst the Parties, and in consideration of the covenants contained herein, the Parties hereby ento into this Lease on the following terms and conditions: 1. Convevance. On the terms and conditious 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. With the exception ofthe Memorandum of Understanding, darcd December 1, 2014 C'MOLI"'), this Lease supersedes all prior agreements between the Parties unless expressly provided for hercin. 2. Description of Leased Premises. The Leased Premises which is the subject of this Lease is a parcel improved with a building located at, 4898 Coronado Parkway, Naples, Florida, 341 16, Collier County, Florida, with a legal description set forth in Exhibit "A," hereinafter refened to as the "Premises." @ Page I of 12 16.C.11.b Packet Pg. 2733 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) 3. Conditions to Conveyance. Lessee warrants and repr€sents 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, restriaions, encumbrances and limitations now recorded against the Premises; b. Any and all existing or future zoning laws or ordinances; c. Any questions oftitle and survey that may arise in the future; and d. Lessee's satisfactory performance ofall terms and conditions ofthis Lease. 4. Use of Premises. The purpose of this kase is for Lessee to operate a senior resource center, which use the Board of County Commissioners has found to be in the public's interest. Accordingly, Lessee shall utilize the Leased Premises in stict accordance with Exhibit'8." Lessor shall have the right to terminate this Lease should Lessee utilize the Premises in any manner inconsistent with the approved use. In the event Lessee shall cease to use the Premises for the purposes described in Exhibit *B," and such cessation of use shall continue for a period of sixty (60) days, this kase, at the option of the Lessor, upon thirty (30) days written notice to the Lessee, shall be terminaM 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 reconstuction or repairs to the building constructed by Lessee on the Leased Premises. 5. Permissible Alterations and Additions to Premises. Lessee may not make any alterations or additions to the lrased Premises without obtaining lrssor's prior written consen! which consent may be withheld in Lessor's sole discretion. Lessce shall submit to Lessor plans and specifications for alt alterations and additions at the time lrssor's consent is sought. (See Rider Attached) 6. Term of Lease. The term of this Lease shall commence on the date first above wriuen, and unless terrninated earlier by the Parties, shall terminate on the 30ft year anniversary date of this Lease. There is no option to renew. If kssee holds over after the expiration of the lease term, such tenancy shall be from monltr to month under all of the terms, covenants and conditions of this Lease subjecl however, to Lessor's right to seek legal relief to eject Lessee from the Premises as a holdover. Notwithstanding the foregoing, either party may terminate this Lease for convenience by providing the other party with one hundred tr*,enty (120) days' written notice ('Notice"). Said notice shall be effective upon placement ofthe notice in an official depository of the United States Post Office, Registered or Certified Mail, Postage prepaid. 7. Rent. The [,essee agrees to pay the Lessor the sum of $ I .00 per annum, in advance, for each year of the term. 8' Net L€ase. This is a firlly net lease, with Lessee rrsponsible 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 oi any i<ind that relate to the Premises subject to the limitations set forth in Sectio n 768.28, Florida Statutes. Lessee will indemnift and hold Lessor harmless ftom any and all claims, costs and obligations caused by Lessee,s negligence, recklessness, or intentionally wrongful conduct. This indemnification zupersedes and otherwise replaces Paragraph 9 of the MOU. In case any action or proceeding is brought against Lessor by reason of Lessee's use of the Premises, t essee shall pay all costs, attomeys'fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding iflessor stralt so request, at L€ss€e's expense, by counsel Page 2 of 12 E2 16.C.11.b Packet Pg. 2734 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) 12. Casualtv and Condemnation a. Casualty. If the Premj.ses are destoyd rendered zubstantially inhabitablo, or damaged to any material extenl, as reasonably determ,ined by Lessee and Lessor, by firc or other casualty, and Lessee must use the insurance proceeds, hereinafter refened to as 'Proceeds," to rebuild or restore the Premises to substantidly its condition prior to such casualty event unless the Lessor proides the Lessee with a writen determination thal rebuilding or restoring the Premises to such a condition with the Proceeds within a reasonable period of time is impracticabl.e or would not be in the best interests of the Lessor, in which even! Proceeds shall be shall be promptly remitted to Lessor. If the lessor elects 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 occunence of such casualty. The temination vrill be effective on the ninetieth (90th) day after zuch fire or other casualty, unftss extended by mutual written agreement ofthe Parties. During the period between tlrc date of such casualty and the date of termination, Lessee will cease its operations as may be necessary or appropriate. If this Lease is not temrinated as set forth herein, or if the Premises is damaged to a less thEn material exten! as reasonably determined by trssee and Lessor, Lessee will proceed wiilr reasonable diligence, at no cost or experue to Le$or, to rebuild and repair the Prcmises to subsantially the condition as existed prior to the casualty. b. Condemnation. Lessor may tenninate this Leas€ as part ofa condemnation project. lrssor will use its best efforts to mitigale any damage caused to Irssee as a result of such termination; howwer, in no event will Lessor be liable to Lessee for any compensation as a result of such temrination. page 3 of 12 ,G,\ reasonably satisfactory to Lessor. It is specifically agreed however, that Lessor may at its own cost and expense participate in the legal defense ofsuch olaim, with legal counsel of its choosing. (See Rider Attachcd) 9. Lessee's Liens and Mortl;gggs. Lessee shall not in any way encumber the Prrmises, and shall promptly remove any and all liens placed against the Premises. All persons to whom these presents may come arc put upon notice of the fact that the interest ofthe Lessor in the Prcmises 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 7 I 3 . I 0, Florida Statutes. 10. lrssee's Obligation to Maintain Premises and Comply with All Iawfirl Reouirements. Lessee, throughout the term of this lcase, at its own cost, and without any expcnse to the Lessor, shall keep and maintain the Premises in good, saniterry and neat order, condition and repair, and shall abide with all lawful requirements. Such maintenance and repair shall include, but not be limited to, painting, janitorial, fixtures and appurtenances (lighting, heating, plumbing, and air conditioning). Such repair may also include structural repair, ifdeemed necessary by the Lessee. Ifthe Premises are not in such compliance in the reasonable opinion oflessor, Lessee will be so advised in uriting. If conective action is not begun within thirty (30) days of the receipt of suoh notice and prosecuted driligently until corrective action is completed, Lessor may cause the same to be conected and Lessee shall prcmptly reimburse lrssor for the expenses incurred by Lessor, together with a 5% administrative fee. 11. Ouiet Enjoyment. Lessco shall be entitled to quiet enjoyment so long as Lessce has not defaulted on any of the tenas of this Lrnse. Accordingly, Lessee shall have the exclusive right to use the Premises during the term ofthis Lease. During the term of this Lease, Lessee may erect appropriate signage on the Leased Premises and the impmve,ments constructed by Lessee thercon. Any such signage shall be in compliance with all applicable code.s ancl ordinancqs. ! t it ! i i !, t i 16.C.11.b Packet Pg. 2735 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) 13. Ac.€ss to Premises. Lessor, its duly authorized agents, contracton, 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, veri$ compliance with tlhe tetms of rhis L€ase, or make any rrquired repairs not being timely completed by Lessee. 14. Termination and Surrendr:r. Unless otherwise mutually agreed by the Parties, within thirty (30) days after termination of the lease term, Lessee shall redeliver possession ofthe Prcmises to Lessor in good condition and repair. Lessee shall have the right at any time during kssee's occupancy of the Premises to remove any of its personal property, equLpment, and signs provided, however, at the termination ofthis Lease, Lessor shall have the option of either n:quiring Lessee to demolish and r€move all improvements made by Lessee to the Premises upon Lessee's vaLcation thereof, or to require Lessee to retain said improvements with fixturcs on the Premises which improrements and fixtures will become the property of the Lessor upon Lessee's vacation ofthe Premises. 15. Assiqnment. This Lease :is personal to Lessee. Accordingly, Lessee may not assign this Lease or sublet any portion of the building constructed on the Prcmises by Lessee without the express prior writlen consent ofthe Lessor, which consent may be withheld in Lessor's sole discretion. Any purported assignment or sublet without the express writ&n consent of Lessor shall be considered void from its inception, and shall be grounds for the immediate termination of this Lease. Lessor may ft,eely assign this Lease upon w tten notice to Lessee. 16. Insurance. a. Lessee shall provide and maintain a Commercial General Liability insurance policy, approved in writing by Lessor and the Collier County Risk Management Deparhent, for not less than Three Million and 00/100 Dollan ($3,000,000.00) combined single limits during the term ofthis Lease. Ifsuch amounts are less than good insuance 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 as govemed by the requirements otrtlined by the Division of Workers' Compensation for the State of Florid4 covering all applicable tmployees meeting the then-existing Statutory Limits in compliance with the applicable stste and fecleral laws. The coverage shell include Employefs Liability with a minimum limit of One Hundred thousand and 00i t 00 Dollars ($100,000.00) per each accident. If zuch amounts are less than good insurance industry practice would require, Lessor rcserves the right to increase these insurance limits by prcviding Lessee with at least sixty (60) days' advance notice to do so, c. Lessee shall also mair,tain standad firc and extended coverage insurance on the additions and improvements located on the Premises and all of tessee's property located on or in the hemises including, without limitation, furniture, equipmen! fittings, installations, fixhues (including removable fade fixtures), personal property and supplies, in an amount not less than the then-existing firll replacement value. d. Business Automobile Liability Insuranc€ @ for automobiles and+oais used by Lessee in the murse of its perfomrance under this Lease, inctuding Paee4of t2 rCIa 16.C.11.b Packet Pg. 2736 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) Employels Non-Ownership and .llired Auto Coverage, each said policy in amormts of One Million and 00/100 Dollars ($1,000,000.00) ,rcmbined single limit per occurrcnce. If such amounts are less than good insurance practice would n4uirc, Lessor reserves the right to increasc these insurance limits by providing Lessee with at least sixty (60) days' advance notice to do so. e. Pellsien-Iiabifigjns @@rh €€v€ra86 sldt eev€r*frC -arB ti* . f. l.essor 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 lnsurance policy as their interest rnay appear. The above{escribed insurance policies shall list and continuously mahtain Lessor as an additional insured thereon. Evidence of such insurance strall be provided to kssor in care of Real Property Managemen! 3335 East Tamiami Trail, Suite 101, Naples, Florids" 34112, for approval prior to the commencement of rhis Lease; and shall include a provision requiring not less than ten (10) days prior written notice to L,essor in the event of cancellation or changes in policy(ies) coverage. If such aroounts are less than good imurance practice would require, Lessor reserves the right to reasonably amend their insurance rcquirements by issuance of notice in writing to Lessee, whereupon receipt of sur;h notice Lessee shall have t}irty (30) days in which to obtain such additional insurance. The issuer ofany policy must have a Certificate of Authority to transact insurance business in the State of Florida zmd must be rated 'A' or beffer in the most current edition of Best's lnsurance 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 agaimt kssor, its employees, representatives and agents. a. Defaults by Lessee. TIte 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: l. ll. Lll. lv. vl. vll. viii. lx. Page 5 of 12 @ g, Failure to continuousll, abide with all ofthese insurance pmvisions shall be deemed to be a material breach of this Lease and Lc*sor shall have the re,medies sA forth below. 17 . Defaults and Remedies. Abandonment of [tremises or discontinuation of Lessee's operation. kssee's material rnisrepresentation of any matter related to this Lease. Filing of insolvency, reorganization, plan or arrangement of banlsuptcy. Adjudication as bamkrupt. Making of a general assigrunent of the benefit of creditors. Iflessee sufrers tlLis Lease to be taken under any writ ofexecution and/or other process of law or equity. l,essee's loss ofitr federal IRS tax exempt status. Lessee's failure to utilize the Premises as set forth in Exhibit B. Aay lien is filed against the Premises or Lessee's interest therein or any part thereof in violation of this Lease, or othenrise, and the same rernains uareleased for a period of sixty (60) days from the date of filing unless within such period Lessee is contesting in good faith the vali Jity of such lien and such lien is appropriately bonded" 16.C.11.b Packet Pg. 2737 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) x Failure oflessee !o perform or comply with any material covenant or condition made under this Lease, which failure is not cued within ninety (90) days from receipt of Lessor's written r.otice stating the non-compliance shall constitute a default (other than those covenants filr which a different cure period is provided), whereby Lessor may, at its option, termirurte this Lease by givrng Lessee thirty (30) days written notice unless the default is fully cured within that thirfy (30) day notice penod (or such additional time as is agreed to in writing by Lessor as being reasonably required to correct such default). However, the occunence of 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 ro the extent then prohibited by law. b. Remedies of Lessor. In the event of th,e occurrence of any of the foregorng defaults, lrssor, in addition to any other rights and remedies it may have, shall have the immediate right to re-enter and remove all in,Jividuals, entities and/or property from the Premises. Such property may be removed rmd stored in a public warehouse or elsewhere at the cost of and for tle account oflessee, all without service ofnotice 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 t}e 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 Lossor shall dispose of such property in any manner it so chooses and shall not be liable to Lessee for such disposal. Iflessee fails to grromptly 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 (57o) of each such payment not paid promptly and in full when due. Any amounts not paid promptly when due shall aiso accrue compounded interest of two (2%) percent per month or the highest interest rate then allowed by Florida law, whichever is higher ("Default Flate"), which interest shall be promptly paid by Lessee !o Lessor. Lessor may sue for direct, actual damages arising out ofsuch default of kssee or apply for injunctive reli:f as may appefi necessary or desirable to enforce the performance and observance of any obligation, agreement or covenant of lrcssee under this [.ease, or otherwise. Lessor shall be entitled to reasonable attorneys'fees and costs incurcd arising out of l,esrce's default under this Lease. ll lll c. Default bv Lessor. [r,ssor 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 corect such default) after written notice to Lessor by Lesstr properly and in meaningfirl detail specifting wherein, in Lessee's judgment or opinion, Lessor has:flailed to perform any such obligation(s). d. Remedies ofl-essee. I:n partial consideration for the nominal rent charged to Lessee, Lessee hereby waives any claim it may have to direct or indirect monetary damages it incurs as a rcsult of Lessor's breach of this Lease, and also waives any claim it might have to attomeys' fees and costs Page 6 of 12 @ 16.C.11.b Packet Pg. 2738 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) arising out of Lessor's breach ol'this Lease. Lrssee's remedies for Lessor's default under this Lease shall be limited to the following: For injunctive relief as may app€ar necessary or desirable to enforce the performance and observance oli any obligation, agreement or covenant of l,essor under this Lease. Lessee may cr[e any default of Lessor and pay all sums or do all reasonably neccssary work and incur all reasonable costs on behalf of and at tJre expense of Lessor. Lessor will pay Lessee on demand all reasonable costs incuned 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 ofany other available remedy or rernedies, but each and every such remedy will be cumulative ard in additic'n to every other remedy given under this Lease or hereafter existing under law or in equity. No delal' 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 fc,r the execution of this Lease by Lessee and Lessor. No waiver by Lessee or Lessot ofany breach ofany provision of this Lease will be deemed for any purpose to be a waiver of any breach of any othr:r provision hereof or ofany continuing or subsequent breach of the same provisioq irrespective of ttLe length of time that the respective breach may have continued. 19. This Lease and the Rider attached contain the entire agrcement of the Parties wirh respect to the matters covered by this Lease and no other agrcement, 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 ofthe essence in the doing, performanrr and observation ofeach and every term, covenant and condition of this Lease by the Parties. 21. Except as otherwise prorrided herein, this Lease shall only be amended by mutual written consent of the Parties hereto or by their successors in intercst. Notices hercunder shall be given to the Parties set forth below and shall be made by hard delivery, frcsimile, ovemight delivery or by regular mail. If given by rcgular mail, the notice shall be deemed to have been given within a required time if deposited in the U.S. Mail, poshge prepaid, within the time llmit. For the purpose of calculating time limits which run from the giving of a particular notice the time shall be calculated from actual receip of the notice, Time qhell n11 sn1, Pagel of 12 '6o1\'9 ll. l\{ircelleneous Legel Matters I 8 . This Lease shall be construed by and confrolled under dre laws of the State of Flori&. In the event of a dispute under this Lease, the Parties shall fust use the County's then-current Altemative Dispute Resolution Procedue. Following the corrclusion ofthis proccdure, either party may file an action in thc Circuit Court of Collier County to enforce the terms of this Lease, which Court the Parties agree to have the sole and exclusive j uridiction, 20. In the event state or fed,eral laws are enacted after the gxecution of this Lease, which are applicable to and preclude in whole or in part the Parties' compliance with the terms ofthis Lease, then in such event this Lease shall be modified or revoked as is necessary to comply with zuch laws, in a manner which best reflects the intent of this Lease. 16.C.11.b Packet Pg. 2739 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) on business days which, for purposes of this Lease shall be any day other than a Satuday, Sunday or legal public holiday. Notices shall be addressed as follows: If to Lessor:Public Services Depaftnent Attpntion: Departrnent Head Building'H' 3339 Tamiami Trail East, Suite 217 Naples, Florida 34112 Real Property Management 3335 Tamiami Trail, Suite l0l Building W Naples, Florida 34112 If to Lessee: Notice shall be deerned to have hrn given on the next strccessive business day to the date ofthe courier waybill ifsent by nationally recogrized o'rernight delivery service. 22. Lessee is an independenl: contractor, and is not any agent or rqnesentative or employee of Lessor. During the term of this Lease, n:ither Lessee, nor anyone acting on behalf of Lessee, shall hold itself out as an ernployee, servant, r€pr€sentao.ve or agent of Lessor. Neither party will have the right or authority to bind the other party without expess unitten authorization of such other party to any obligation to any third party, No thhd party is intended by the Parties to be a beneficiary of this l*ase or to have any rights to enforce this Lease against either party hereto or olherwise. Nothing contained in this Lease will constitute the Parties 8s partners or joint ventures for any purpose, it being the express intention of the Parties that no zuch partnership orjoint ventwe exists or will exist. Lessee acknowledges that Lessor is not providing any vacation time, sick pay, or other welfare or relirement benefits normally associated with an employee-employer relationship and that Lessor excludes Lmsee and its employees from participation h 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 Lear'e 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 Mqjeure" shall include an act of God, war (declared or undeclared), sabotage, rio! insurrection, civil r.nuest or distprbance, military or guerrilla action, economic sanction or embargo, civil strike, work stoppage, slow-down or lock- out, explosion, fire, earthquake, abnormal weather conditiorl hurricane, flood, Iightning, wind, droggh! and the binding order of any govemmental arrthority. 24. Lessee will not transport, use, store, maintain, generate, manufacturc, handle, dispose, rcleaseor disoharge any Hazardous Materials upon or about the trased Premises, nor permif employees, rcprcsentatives, agents, conEactors, subtonEactors, zubsub.contractors, material men and/or supptiers to engage in such activities upon or about tlre Leased Premises.25. In compliance with Section 404.056, Florida Statut€s, all Parties are hereby made awarc ofthe following: Radon is a raturally occrming radioactive gas that, when it has accumulatcd in a building in sufficient quantities, may prcsent health dsks to persons who are exposed to it over time. Levels ofradon that Page E of 12 o 47:i5 Tamami Trail North, Suite 140 Naples, Florida 34103 16.C.11.b Packet Pg. 2740 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon lesting may be obtainocl from your County Public Health Departrnent. 26. Lessee shall execute this Lease prior to it being submitted for approval by the Board of County Commissioners. This Lease may be recc rded by the County in the Official Records of Collier County, Florida, within fourteen (14) days after the County enters into this Lease, at Lesse€'s sole cost and expense. IN WITNESS WHEREOF, the l-essee and Lessor have hereto executed this Lease the day and year first above written. AS TO THE LESSEE:COLLIER COTJNTY SENIOR RESOIJRCE CENTER, INC., a Florida not for profit corporation By Witness (signature) (Print Name and Title) (print name) Witness (signature) (print name) AS TO THE LESSOR: ATTEST: Crystal K. Kinzel, Clerk By , Deputy Clerk Approved as to form and legality: Jennifer A. Belpedio, Assistant County l\ttomey BOARD OF COI.JNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA BURT L. SAIJNDERS, CHAIRMAN By: r{..€ Page 9 of 12 CI 16.C.11.b Packet Pg. 2741 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) EXHIBIT'B" Prooosed Uses Providing resources, programs and services to help our community's older adults and caregivers. o Information and referral services o Self-help support groups for caregivers, Aldreimer'Vdementia patients and families o Health screenings o Companionship and socialization opportunities o Transportation to/from the center(s) o Lifestyle improvements: household repair services, food pantry, and help with bills and insurances o Intergenerational programs bringing young and old together to learn and share. Page l0 of 12 (8r 16.C.11.b Packet Pg. 2742 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) Rider to Lone-Tenn Lease with Collier Countv "Building" refers to the Coung-owned building located at 4898 Coronado Parkway, Naples, Florida, 34116, comprised of 7,052 square feet. Lessee's proportionate use of the building is 61.1%, 4,109.09 square feet, and Lessor's proportionate use of the building is 38.9o/o, 1,867,4 square feet, hercinafter referred to as each party's "proportionate share,' respectively. The difflerence in square footage of 875.51 is calculated for common areas - foyers, hallways, restrooms. Ifl-essor should expand the existing building, at any time during the Lease term, the Lease shall be modified to reallocate useable space by both parties. Addition to Item 5. Alterations and Improvements: Any altemations or improvements solely for the benefit of the Lessee's operations shall be at the sole cost and expense of Lessee. All expenses for the common areas within the building, or exterior areas leading to the building, shall be calculated by Lessee and Lessor proportionate share. Addition to ltem 8. Cost of maintenance: Lessee and Lessor shall pay their proportionate share for any and all maintenance of the building, including, but not limited to, pest contol; air+onditioning routine maintenance, rtpairs and replacement; plumbing maintenance and fixtur€ replacement; interior enhancements such as paint, carpeting and lighting flxtues. Lessor shall maintain and be responsible for costs associated with the exterior ofthe building including, but not limited to windows, doors, roof, parking area" landscaping and inigation. Utilities: Lessee shall pay its proportionate share ofany and all utilities at the Premises. Lessor shall invoice Lessee on a monthly or quartedy basis in which Lessee shall provide payment based on the date noted on the invoice. Assessments: Lessee shall be required to pay its proportionate share of any assessments levied against the building. Addition to Item 9. Should Lessee elect to make any repairs and/or improvernents on its own, Lessee shall provide trssor with at least thirty days' written notice ofthe intended repairs and/or improvements and Lessor shall provide approval or denial of those repairs and/or improvements within ten (10) business days from rcceipt of the proposal. Lessor acknowledges that the property may be encumbered by contractors for any repairs and/or improvements, but Lessee assures Lessor that any liens places against the Premises strall be remedied in a timely manner. RevisiontoItffl16.d.Ifapplicable,BusinessAutomobileLiabilityInsuran@ Ineuraneq-for automobiles ead-Ms used by Lessee in the course of its perfonnance under this Lease, inoluding Employet's Non-Ownership and Hired Auto Coverage, each said policy in amounts of Onc Million and 00/100 Dollars ($1,000,000.00) combined single limit per occurrence. If such amounls are less than good insurance practice would rcquire, Itssor reserves the right to increase these insurance limits by proriai"g Lessee with at least sixty (60) days' advance notice to do so. Page 11 of12 (et'U 16.C.11.b Packet Pg. 2743 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) Delete 16. e. Mi[i€a ard Ogt00 de[@;000) p€r . Revision to Item 22. Lessor acknowledges that a reprcsentative from Lessor's agency may be elected to l,essee's Board, such as, but not limited to, a representative from the Sherif?s Office. End of Rider. Page 12 of 12 @ 16.C.11.b Packet Pg. 2744 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease) Exhibit'A' 4715 Golden Gate Parkway Collier County (Blue) occupies a total of: 1,867.4 square feet. Collier County Senior Resource Center (Plum) occupies a total of: 4,309.9 square feet Restrooms and Supply Closets (gray) Shared Space Shared Space bi--. 16.C.11.b Packet Pg. 2745 Attachment: CC Senior Resource Center Long Term Lease 2020 (13127 : Collier County Senior Resource Center, Inc., Long-Term Lease)