HomeMy WebLinkAbout2021-074ATHIRD MODIFICATION TO LEASE
This Third Modification to Lease ("Third Modification") is executed this 21st of
May, 2021 (the "Effective Date"), by and between the Board of County Commissioners of Indian
River County, Florida ("Lessor") and Environmental Learning Center, Inc. ("Lessee").
WHEREAS, Lessor and the Pelican Island Audubon Society, Inc. entered into a lease dated,
March 6,1987, for a portion of Wabasso Island forthe development of an environmental learning
center (the "Lease"); and
WHEREAS, that Lease was assigned to the Environmental Learning Center, Inc.; and
WHEREAS, on July 2, 1991, the Lease was 'modified in order to include language
concerning the public access to the environmental learning center; and
WHEREAS, the Lease was modified again on February 7, 2006, in order to add lands to
the Lease; and
WHEREAS, Lessee wishes to apply for a grant from the Florida Inland Navigational District
("FIND") for the replacement of the 30 year old public dock with a new public environmental
education dock in the same location and footprint (the "Dock Project"); and
WHEREAS, Lessee is willing to provide the necessary monetary match, up to $100,000,
for the Dock Project; and
WHEREAS, Lessor, on behalf of Lessee as owner of the property, agrees to act as the
applicant for the application to FIND for the Dock Project,
NOW THEREFORE, in consideration of the mutual undertakings. herein and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree, as follows:
1. Recitals. The above recitals are true and correct and are incorporated herein.
2. FIND Application. Lessor agrees to be the applicant for the FIND application for the Dock
Project. If the FIND grant is not approved or is approved, but insufficient for the Dock
Project, the Parties will be released from their responsibilities under this Third
Modification.
3. Permits. Lessee shall be responsible for paying for and obtaining any and all necessary
permits for the Dock Project. Lessee must obtain the necessary permits for the Dock
Project by September 30, 2021.
4. Engineering Plans. Lessee shall be responsible for paying for and providing Lessor with
the 100% plans and specifications for the Dock Project by September 30, 2021. Lessee
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shall also be responsible for paying for an engineer to provide bidding assistance,
including but not limited to, attending and participating in any and all pre-bid meetings
and for providing responses to any and all technical questions and requests submitted
through Lessor from potential bidders for clarification or information during the bid
process to the Lessor, who will prepare and issue addenda to provide answers to those
questions. Engineer and Lessee will not provide answers to any questions regarding the
bid other than to Lessor.
S. Bid Process. If awarded a FIND grant sufficient to fund the Dock Project, Lessor will
undertake a bid process consistent with the requirements set forth in the Indian River
County Purchasing Manual. Lessor has the sole discretion to determine the lowest,
responsive and responsible bidder. If the lowest, responsive and responsible bid is
greater than the combination of the FIND grant and the Lessee contribution, the parties
will not proceed with the Dock Project unless the parties mutually agree to do so. Lessee,
including but not limited to, its board members, staff and engineer, shall not discuss the
Dock Project with any prospective bidder or their agent.
6. Funding. Within 10 days of the Lessor's acceptance of the FIND grant, Lessee shall pay
Lessor $100,000, which will be used as the match for the Dock Project, plus $10,000,
which will be used for contingencies during the construction of the Dock Project. Once
the Dock Project is completed, Lessor will seek reimbursement from FIND for Lessor's
contribution of the project. If final amount of,the Dock Project is greater than $200,000,
Lessee shall pay difference to Lessor within 30 days of notice of the final amount of the
Dock Project. If final amount of project is less than $200,000, Lessor will reimburse Lessee
any remaining amount of funds left after Lessor has been reimbursed in -full. Lessor
retains the right to cancel the Dock Project due to cost increases that occur during the
construction of the Dock Project, in the event (essee does not pay for such cost increases,
and Lessee shall be responsible for funding any costs incurred by Lessor.
7. Indemnification. Lessee shall defend, hold harmless and indemnify Indian River County,
its commissioners, officers, employees, and agents, for any losses in the event that FIND
denies or fails to reimburse Lessor for all or a portion of the Dock Project. .
8. Construction. Lessor agrees to complete the Dock Project by the end of the grant period
as identified in the FIND grant agreement. Any non-performance within this time period,
caused by or resulting from an event of Force Majeure (as defined below) shall not
constitute a violation or event of default. For, the purposes of this Agreement, the term
"Force Majeure" shall mean acts of God, strikes, lockouts or other industrial disturbances,
acts of the public enemy, wars, blockades, explosions, insurrections, riots, epidemics,
landslides, lightening, earthquakes, fires, hurricanes, tropical storms, floods, tornadoes,
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restraints of governments, civil disturbances, unavoidable breakage of machinery or
equipment, enactment of applicable laws prohibiting performance, and other such causes
not within the reasonable control of the party claiming the occurrence of an event of
Force Majeure.
9. Quarterly Reports. Lessee shall assist Lessor with information necessary to complete
quarterly reports submitted to FIND, including timelines, milestones completed and any
other required information.
10. All other provisions of the Lease and the prior modifications shall remain in full force and
effect.
IN WITNESS WHEREOF, Lessor and Lessee have executed this instrument this 21 day of May,
2021.
Attest: Jeffrey R. Smith, Clerk of Circuit Court
a d Comptroller
By:
2� U,&V-
Deputy Clerk
Approved as to Form and Legal Sufficiency
Jason E.
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LESSOR
INDIAN RIVER COUNTY, FLORIDA
Joseph E. Flescher, Chairman
Board of County Commissioners
Approved by BCC May 18, 2021
y
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me, by means of Pg physical
presence or ❑ online notarization, this2lst, day of May, 2021 by Joseph E. Flescher, Chairman
of the Board of County Commissioners of Indian River County, a political subdivision of the
State of Florida, who executed on behalf of and with the authority of said Board, and who is 0
personally known or ❑ produced identification in the form of
,"•' KIMBERLY K.MOIRANO NOTARY PUBLIC
My OoMmISSION # GG 321698
,M1° . Bw�dedTlwNo�irYA
printed na e:
NOTARIAL SEAL: Commission No.:
Signed in the presence of the
following witnesses:
sign: 1
print name: —
sign:
print nam QArU�q I<tnc° �'
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
Commission expiration:
LESSEE
ENVIRONMENTAL LEARNING CENTER, INC.
By:
Barbara Ford
Chief Executive Officer
The foregoing instrument was acknowledged before me, by means of LyJ physical
presence or ❑ online notarization, this day of May, 2021 by Barbara Ford, Chief Executive
Officer of ENVIRONMENTAL LEARNING CENTER, INC., a Florida not-for-profit corporation, who
executed on behalf of the corporation, and who is Erpersonally known or ❑ produced
identification in the form of
NOTARY PUBLIC
E�-
MARCY HARRISON printed name:
State of Florida
TAHH 28120 Commission No.:
d, C.,l'-;ussion E>aires 08104/2024
Commission expiration:
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RESOLUTION NO. 2021- 036
A RESOLUTION OF THE BOARD OF COUNTY
COMMSSIONERS OF INDIAN RIVER COUNTY,FLORIDA,
AUTHORIZING APPLICATION FOR THE FLORIDA
INLAND NAVIGATION DISTRICT WATERWAYS
ASSISTANCE PROGRAM FOR THE ENVIRONMENTAL
LEARNING CENTER MAIN DOCK REPLACEMENT
PROJECT; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Indian River County Board of County Commissioners is interested in
carrying out the Environmental Learning Center Main Dock Replacement ("Project") for the
enjoyment of the citizenry of and the State of Florida; and
WHEREAS, the Project will replace a 30 year-old FIND-funded public dock with a new
public environmental education dock in the same location, footprint & configuration as existing
dock; and
WHEREAS, the Project is estimated to cost$200,000.00; and
WHEREAS, Florida Inland Navigation District financial assistance is required for the
program mentioned above; and
WHERAS,Indian River County Board of County Commissioners will make application to
the Florida Inland Navigation District in the amount of 50% of the actual cost of the project on
behalf of said Indian River County Board of County Commissioners,
NOW,THEREFORE, BE IT RESOLVED AND CERTIFIED BY THE BOARD OF
COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY,FLORIDA:
Section 1. That it will accept the terms and conditions set forth in FIND Rule 66B-2 F.A.C.
and which will be a part of the Project Agreement for any assistance awarded under the attached
proposal.
Section 2. That it is in complete accord with the attached proposal and that it will carry out
the Program in the manner described in the proposal and any plans and specifications attached
thereto unless prior approval for any change has been received from the District.
Section 3. That it has the ability and intention to finance its share of the cost of the project
and that the project will be operated and maintained at the expense of said Indian River County
Board of County Commissioners for public use.
Section 4. That it will not discriminate against any person on the basis of race, color or
national origin in the use of any property or facility acquired or developed pursuant to this proposal,
and shall comply with the terms and intent of the Title VI of the Civil Rights Act of 1964,P.L. 88-
352 (1964) and design and construct all facilities to comply fully with statutes relating to
accessibility by persons with disabilities as well as other federal, state and local laws, rules and
requirements.
Section 5. That it will maintain adequate financial records on the proposed project to
substantiate claims for reimbursement.
Section 6.That it will make available to FIND if requested,a post-audit of expenses incurred
on the project prior to,or in conjunction with,request for the final 10%of the funding agreed to by
FIND.
Section 7. This resolution shall become effective immediately upon adoption.
The foregoing Resolution was offered by Commissioner 0'Bryan and seconded by
Commissioner Flescher ,and, upon being put to a vote,the vote was as follows:
Chairman Joseph E. Flescher AYE
Vice-Chairman Peter D. O'Bryan AYE
Commissioner Susan Adams AYE
Commissioner Joseph H. Earman AYE
Commissioner Laura Moss AYE
The Chairman thereupon declared the Resolution duly passed and adopted this 2 i s tday of
May , 2021.
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Attest: Jeffrey R. Smith, Clerk of INDIAN RIVER COUNTY, FLO13.0 !! S;o;,;F9••
Court .: Comptroller BOARD OF COUNTY COMM4 E' ' '••s •;
I�j /'531. /fi
By ♦ //, %. v 1, By G- ��_ Wit'` -`
I eputy Clerk seph E. Flesch-r, C airmkn
ti f " ,3
Approved as to form and legal
sufficiency:
By
4ylan Reingold
County Attorney