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1st Amendment 03/15/2017FIRST AMENDMENT TO LEASE AGREEMENT FLORIDA KEYS MARATHON AIRPORT TESLA MOTORS, INC. THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment" or "Agreement ") is made and entered into this 15` day of March, 2017, by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, hereinafter referred to as "COUNTY" and TESLA MOTORS, Inc., a Delaware Corporation authorized to do business in the State of Florida, whose address is 3500 Deer Creek Road, Palo Alto, California, 94304, hereinafter referred to as "LESSEE ". WHEREAS, on the 18th day of November 2014 the parties entered into a lease agreement (hereafter "Original Lease ") for purposes of providing charging stations for Tesla vehicles; and WHEREAS, the Lessor has agreed to amend certain terms and Lessee has agreed to reset the base level of the rent; and WHEREAS, the parties have found the Original Agreement to be mutually beneficial; now, therefore IN CONSIDERATION of the mutual covenants and agreements set forth below, the parties agree to amend the Original Lease as follows: Section 1. Paragraph 1) of the Original Lease is amended by revising the following subparagraph to read as follows: 1. Premises The COUNTY does hereby lease to LESSEE, and LESSEE leases from the COUNTY, four (4) parking spaces and an adjacent parcel of land located at the Florida Keys Marathon Airport, hereafter the "Premises ", as described in Exhibit "A" attached hereto and incorporated herein. LESSEE shall use and occupy the Premises during the term of tenancy for an electric vehicle charging station and incidental purposes, including generating PV electricity and operating an energy storage system. All use of the Premises by LESSEE shall comply with applicable codes, laws, and ordinances. NO OTHER USE OF THE LEASED PREMISES IS PERMITTED WITHOUT FIRST OBTAINING WRITTEN APPROVAL FROM THE COUNTY. Any improvements made by the LESSEE to the Premises automatically become the property of the County upon the termination of this Lease or any subsequent extensions, unless terminated due to a default of County. Section 2. Paragraph 3) of the Original Lease is amended by revising the following subparagraph to read as follows: 3. Rent Beginning on April 1, 2017 the rent for the premises as depicted in Exhibit A (which includes (4) four parking spaces with a total area of 18' by 37' and an adjacent 18' by 19' parcel) shall be $583.66 per month, $7,003.89 per year, plus applicable state sales tax, with the monthly rent due and payable beginning on the first day of each month. All rental payments are due at the Airport Office, 9400 Overseas Highway, Suite 200, Marathon, FL 33050. The annual rental sum will be adjusted each year by a percent equal to the increase in the CPI for all urban consumers (CPI -U) above that of the prior calendar year. In the event of a deflationary CPI, no adjustment in the rental rates will be made. Section 3. All other provisions of the November 18, 2014 Original Lease not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused these presents to be executed by their igwicer or representative thereunto duly authorized, the day and year first above MADOK, CLERK Deputy Clerk WITNESSES: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor /Chairperson Tesla Motors, Inc. La t n K+ By Title VP, (2 10jpA I nifw & VCtUro-9 Orcret ti - e VL5 tw � messes ivt " pJ�\ .T t ASSISTiAh, i C F o�� y 2 Exhibit A 1st Amendment to Lease Agreement, Tesla Motors, Inc. Monroe County — Lease Document BOCC Agenda Item — March 15, 2017 .. m s * P,,.,•.2•. ^' � ryxem �3 f r ' ,t e r. / ,„ .1 �R + ' to •: Y ,,i7,--: . ' . ^ kikeLl :I., ' ti.'.! . rrl- a 0- , ,., ; .7: v#e'''‘ La 4; / �.4yi. Y�;`m.y rtT /�"� ..„„ ti. ,*,.:s .,7v . .,,,,-," , . r•� fJrr� f `f j V& _� 4 ,,„ . .1, yy , e , . i . Y' ., . _.. , ... ,1/4. ". ,r,. .„. t . R ,�t y AA �1 0 _ I .. " t4;'''' '4:::-,'" ''' .1.- '"" . , . @ , ': i "Itillt.'. . ., ..- , -.,'* - . ;... 4,,, _ T9 ,, r i_ u rn-r f __ 4,-„, 1. +' ,, . • . - � � � � „, �e ..� . " � � .. .ai.�— . � ��� � a ��=fi. �=' z. ,. a;°,, ,,,,A ,, ,. �- Leasehold — 1,008 Sq. Ft. (56' x 18') Four (4) Parking Spaces — 37' x 1 8 . .. ` % ' Adjacent Land — 19' x 18' - a 1 f, a.w imam* ACC) 16 I ` CERTIFICATE OF LIABILITY INSURANCE v 16 DATE (MM/DD/YYYY) D3„M „ I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endors ement(s). PRODUCER MARSH RISK & INSURANCE SERVICES 345 CALIFORNIA STREET, SUITE 1300 CONTACT NAME: PHONE F FAX c o E A/C No): E - MAIL ADDRESS: CALIFORNIA LICENSE NO. 0437153 SAN FRANCISCO, CA 94104 INSURERS AFFORDING COVERAGE NAIC tY INSURER A: American Zurich Insurance Co. 40142 998301 - STND -WC -16.17 INSURED Tesla, Inc. INSURER B : Zurich American Insurance Company 16535 CLAIMS -MADE OCCUR 3500 Deer Creek Road INSURER C : INSURER D: Palo Alto, CA 94304 INSURER E: $ INSURER F $ rnvFRer:FC CFRTIFICATF NUMRER! SEA - 003134899-01 REVISION NUMBER:1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM /DOfYYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO R PREMISES (Ea occu ence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE 5 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP /OP AGG S POLICY PRO LOC JECT S OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ _.. BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) S ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ � __ J AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED F RETENTION $ $ A WORKERS COMPENSATION WC 0172149 02 (ADS) 07/1012016 0711012017 X srnruTE OT ER E.L. EACH ACCIDENT $ 1,000,000 B AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUT VE Y I N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) It yes, describe under DESCRIPTION OF OPERATIONS below NIA WC 0172150 02 (MA, WI) 0111012016 07110/2017 E L DISEASE - EA EMPLOYEE S 1,000,000 E L DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance 1 APP V NAGEMENT , DA A WAIVER N/A rAWf`r -1 I ertnfd Monroe County, State of Florida SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West, FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services Stephanie Guaiumi ` w co W ItIOU -ZUT4 AGUKU t.UKrUKAI IUIY. All r19r1L5 FV*WVCU. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ACO EI CERTIFICATE OF LIABILITY INSURANCE FiMM2016 n THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: H the arNtlate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this cwtificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER cmAcT W oodruff-Sawyer & Co. ENE 415 - 391 -2141 FAZ 415- 989 -9923 50 California Street, Fioor 12 San Francisco CA 94111 MAIL INSURER AFFORDING COVERAGE HAIC u INSURERA:Zur1Ch American Insurance Company 16535 INSURED TESLMOT -01 INSURERs:ACE Property & Casualty Insurance C 20699 Tesla Motors, Inc. INSURER C- 3500 Deer Creek Road Palo Alto CA 94304 INSURER D: INSURER E: s F: COVERAGES TIFICATE NUM • 1613528831 REVISION NUM THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. E7 � Lam LT R TYPE OF INSURANCE POLICY NUMBER w L A X COMMERCIAL GENERAL LIAI NLITY Y GLOO176763 10/31/2016 101312017 EACH OCCURRENCE 51.000.000 CLAIMS-MADE 5X OCCUR 51.0001000 MED EXP arm 510,000 PERSONAL S ADV KIURY 51,000.000 GENL AGGREGATE LIMIT APPLIES PER X a GENERAL, AGGREGATE $2.000.600 JECT LOC PRODUCTS- COMPIOPAGG sEsduded OTHER S A AUTOMOBILE LIABILITY BAP017676262 IM112016 101312017 $1,000,000 X ANV AyUyTNO�p BODILY INJURY (Pwpanenl 5 ADIOS � BODILY" MY Mw aorJdad) f aeddMd $ HIRED AUTOS AUTOS s 8 X UMBRELLA LIAR X OCCUR G28180184001 10/312016 101312017 EACH ONCE $5,000.000 EXCE3B LIAR I I CWMg4AApE AGGREGATE f5AD0.DD0 DED I I RETENTION f $ I WORKERS COMPENSATION OTH AND EMPLOYOW LL42RJTY YIN E.L. EACH ACCIDENT S MY OFFIAIRIMEMBER N DI NIA DISEASE - EA EMPLOYEE 5 (MUNIdwy In I" I . d«aiba EL DISEASE - POLICY LINT f =OPERATIONS OF OPERATIONS below DESCCRIPTION OF OPERATIONS I LOCATIONS I VEHICLEa {AcoRD 101. AddWorAd R00wft Sdwduia, my ba atlaehed I more span b M"bud) Monroe County Board of County Commissioners, its employees and officials are included as additional insureds per attached endorsement. BY BY MAN M W /L W Monroe County 1100 Simonton Street Key West FL 33040 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUUUTHHOOR1220 REPREewTATMVE *v AWA ACORD 25 (2014101) ®19118 -x014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GL00176763 -02 Zurich American Insurance Company COMMERCIAL GENERAL. LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: Endorsement Effective Date: 1013112016 COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever Is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 Writers 19mer Financial Services I Uniform Forms"' ACORV CERTIFICATE OF LIABILITY INSURANCE �./ DATE(MMIDDNYYY) 110/28/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements . PRODUCER Woodruff -Sawyer & Co. 50 California Street, Floor 12 San Francisco CA 94111 CONTACT NAME: PHONE 415-391-2141 FAX 415-989-9923 E�AAILEA. INSURERS AFFORDING COVERAGE NAIC # INSURERA2urich American Insurance Company 16535 INSURED TESLMOT-01 INSURERB:ACE Property & Casualty Insurance C 20699 Tesla Motors, Inc. 3500 Deer Creek Road INSURER C : Palo Alto CA 94304 INSURER D : INSURER E : INSURER F : COVERAGES CFRTIFIr_ATF NIIMRFR• 161352RRRI DCVICIAW IN!"Un CD• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCEADOLSUOR INSD WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE �X OCCUR Y GL00176763 10/31/2016 10/31/2017 EACH OCCURRENCE $1,000,000 DAMA ET RENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- JECT ❑ LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $Excluded $ OTHER: A AUTOMOBILE LIABILITY BAP017676202 10/31/2016 10/31/2017 EaaBINED SINGLE LIMIT ccident $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) $ PR PER DAMAGE Per accld nt $ B X UMBRELLA LIAB X OCCUR G28180184001 10/31/2016 10/31/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAR CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LUIBILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ N / A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ (Mandatory In NH) HyS describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If mom space Is required) Monroe County Board of County Commissioners, its employees and officials are included as additional insureds per attached endorsement. �AP O BY MANA vEM� [, _ Chr�� �j WAN R NIAYES „� L] vzl r k--v a" Monroe County 1100 Simonton Street Key West FL 33040 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 4461 W� 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GLOO176763-02 Zurich American Insurance Company COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: Endorsement Effective Date: 10/31/2016 COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT AGREEMENT IS PROHIBITED BY LAW. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Wolters Kluwer Financial Services I Uniform FonnsT"4