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Item C09 C.9 Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS �� Mayor David Rice,District 4 The Florida Keys � Mayor Pro Tem Craig Cates,District 1 y Michelle Coldiron,District 2 James K.Scholl,District 3 Ij Holly Merrill Raschein,District 5 County Commission Meeting September 21, 2022 Agenda Item Number: C.9 Agenda Item Summary #10956 BULK ITEM: Yes DEPARTMENT: Facilities Maintenance TIME APPROXIMATE: STAFF CONTACT: Alice Steryou(305) 292-4549 N/A AGENDA ITEM WORDING: Approval of a Sixth Amendment to Lease Agreement with Salute Watersports, LLC, to renew the term for an additional one-year period with the term to commence October 16, 2022, and terminate on October 15, 2023, with a 7% CPI-U increase in the rent. The monthly payment will increase from $528.52 to $565.52 plus 7.5% of gross sales. ITEM BACKGROUND: This Sixth Amendment to the Lease Agreement with Salute Watersports, LLC is to renew the rental term for the fourth of five (5) optional one-year periods with the term to commence October 16, 2022, and terminate on October 15, 2023, and to adjust the annual CPI-U increase of 7% on the monthly rental. The monthly payment will increase from $528.52 to $565.52. Salute Watersports provides the mobile retail merchandise and service concession at Higgs Beach. PREVIOUS RELEVANT BOCC ACTION: January 21, 2022 BOCC approved a Fifth Amendment to abate rental payments for Salute Watersports, LLC, due to beach closures or limited access during the Shoreline Restoration Project at Higgs Beach. The shoreline project was completed in early December 2021. The rent abatement is for a half- month of October 2021, and the full month of November 2021. The total abatement amount is $ 844.37, which includes rent and usage tax (7%). Lessee had already paid its October rent and usage tax, so one-half of that payment was applied as a credit to the December 2021 rental payment. September 15, 2021 BOCC approved the Fourth Amendment and one-year renewal with a CPI- U adjustment of 1.4%. November 17, 2020 BOCC approved the Third Amendment and one-year renewal with a CPI- U adjustment of 2.3%. June 17, 2020 BOCC approved the Second Amendment to abate total monthly rental payments and commissions for March, April, and May 2020, due to Packet Pg. 226 C.9 COVID-19 closures at Higgs Beach. December 11, 2019 BOCC approved the First Amendment and one-year renewal with a CPI-U adjustment of 1.9%. July 17, 2019 BOCC approved the assignment of Tropical Watersports, LLC Lease to Salute Watersports, LLC, of its Mobile Retail Merchandise or Service Concession at Higgs Beach, which was to expire on October 15, 2019. October 17, 2018 BOCC approved an award of bid to Tropical Watersports, LLC, with a one (1) year Lease Agreement retroactive to October 16, 2018, which expires on October 15, 2019. The Lease may be renewed, at the County's discretion, after reassessing the terms and pending negotiations between the parties for five (5) additional, one (1)year terms. February 21, 2018 BOCC approval to advertise a Request for Proposals for mobile retail merchandise or service concession at Higgs Beach. CONTRACT/AGREEMENT CHANGES: Sixth Amendment for a one year renewal with a 7% CPI-U increase at Higgs Beach-Salute Watersports STAFF RECOMMENDATION: Approval. DOCUMENTATION: 09-21-2022_Sixth Amendment_Salute Watersports (Final legal stamped) 01-21-2022-5th Amendment Salute WS Exec 4th Amendment 09_15_2021 Salute Watersports (fully executed) COI WC_Waiver_Salute Watersports 11-17-2020 3rd Amendment Executed 6-17-2020 2nd Amendment Exec—Salute Watersports 12-11-19 1st Amendment 07_17_2019 Lease Assignment Executed 06/27/19 Agreement for Purchase and Sale of Assets 10/17/2018 Lease Agreement- Tropical Watersports FINANCIAL IMPACT: Effective Date: October 16, 2022 Expiration Date: October 15, 2022 (unless additional renewal option is exercised) Total Dollar Value of Contract: N/A Total Cost to County: N/A Packet Pg. 227 C.9 Current Year Portion: Budgeted: Yes Source of Funds: Revenue CPI: Yes Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: Revenue If yes, amount: $565.52/month plus 7.5 % of the monthly gross taxable sales. Grant: N/A County Match: N/A Insurance Required: Yes (Current COI to be provided by contract monitor) Additional Details: REVIEWED BY: Patricia Eables Completed 09/06/2022 11:26 AM John Allen Completed 09/06/2022 11:29 AM Purchasing Completed 09/06/2022 11:36 AM Budget and Finance Completed 09/06/2022 1:47 PM Brian Bradley Completed 09/06/2022 2:36 PM Lindsey Ballard Completed 09/06/2022 2:42 PM Board of County Commissioners Pending 09/21/2022 9:00 AM Packet Pg. 228 C.9.a SIXTH AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION,KEY WEST,MONROE COUNTY,FLORIDA U THIS SIXTH AMENDMENT TO LEASE AGREEMENT is made and entered into this 21st day of September, 2022, between MONROE COUNTY, FLORIDA ("COUNTY"/"LESSOR"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and SALUTE WATERSPORTS, LLC ("CONTRACTOR"/"LESSEE"), a Florida limited liability company, whose address is 1000 Atlantic Blvd., Key West, Florida 33040. WHEREAS, on October 17, 2018, the County entered into a Lease Agreement with Tropical Watersports, LLC, the predecessor in interest, for the operation of a mobile concession on the Clarence S. Higgs Memorial Beach Park, Key West, Monroe County, Florida, (hereinafter 0 "Original Agreement"); and 0 WHEREAS, on July 17, 2019, the Monroe County Board of County Commissioners ("BOCC") approved the Lease Assignment, Assumption and Consent ("Assignment") of the Original Agreement from Tropical Watersports, LLC, to Salute Watersports, LLC, for the operation of a mobile concession on the Clarence S. Higgs Memorial Beach Park, Key West, Monroe County, Florida; and WHEREAS, on December 11, 2019, the BOCC approved the First Amendment to the CL Original Agreement to renew the term for the first of five (5) optional one-year periods with the term to commence retroactive to October 16, 2019, and terminate on October 15, 2020, and to U) adjust the CPI-U increase of 1.9%retroactive to October 16, 2019; and WHEREAS, on June 17, 2020, the BOCC approved the Second Amendment to Lease Agreement to abate total monthly rental payments and the 7.5% monthly gross taxable sales U) payments due by Lessee for the months of March, April, and May 2020, due to Higgs Beach 0 COVID-19 closures; and U) a� WHEREAS, on November 17, 2020, the BOCC approved the Third Amendment to the : Original Agreement to renew the term for the second of five (5) optional one-year periods with the 2 term to commence retroactive to October 16, 2020, and terminate on October 15, 2021, and to cu adjust the CPI-U increase of 2.3%; and i WHEREAS, on August 18, 2021, the BOCC approved the Fourth Amendment to the Original Agreement to renew the term of the Agreement for the third of the five (5) optional one- year periods with the term to commence on October 16, 2021, and terminate on October 15, 2022, �E and the rental amount was adjusted in accordance annually with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban Consumers as reported by A the U.S. Bureau of Labor Statistics at December 31 of the previous year of 1.4%; and en N1 cN cN WHEREAS, on January 21, 2022, the BOCC approved a Fifth Amendment to the OriginalCN Agreement to abate one-half(1/2) of the monthly rental payment due by Lessee for a partial month of October 2021 and the full month of November 2021, due to Higgs Beach shoreline restoration project closures, which was initiated by the County; and E c� 1 Packet Pg. 229 C.9.a WHEREAS, the parties desire to renew the term for an additional one-year period and to make the annual CPI-U adjustment pursuant to the terms of the Original Agreement, as amended; I e CL and WHEREAS, the parties have found the Original Agreement, as amended, to be mutually beneficial; and WHEREAS, the parties find that it would be mutually beneficial to enter into this Sixth Amendment to Lease Agreement; as NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: as 1. In accordance with Paragraph 5 of the Original Agreement, the County 0 exercises the option to renew the Agreement for the fourth of five (5) L_ optional one-year periods. This renewal shall commence on the 161h day of 0 October 2022, and ends upon October 15, 2023, unless terminated earlier under another paragraph of this Agreement, as amended. E 2. In accordance with Paragraph 6 of the Original Agreement, the County as E exercises the option to amend the Agreement and the rental amount shall be adjusted in accordance annually with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year of 7%, with payments increasing from Five Hundred E Twenty-eight and 52/100 ($528.52) Dollars per month to Five Hundred U) Sixty-five and 52/100 ($565.52) Dollars per month; with an effective date of October 16, 2022. as 3. Except as set forth in paragraph 1 and 2 of this Sixth Amendment to Lease Agreement, in all other respects, the terms and conditions set forth in the U) Original Agreement, as amended, remain in full force and effect. 0 CL i2 as IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year as first above written. co as (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: co 04 As Deputy Clerk Mayor 04 CD 04 04 e Date: ONRCE C u TY ATT RNIEV'S OFFICE EDAST�O . PATRICIAEMU-5 U ASS T AN'T' OU ATTORNEY Packet Pg. 230 C.9.a CONTRACTOR/LESSEE: SALUTE WATERSPORTS, LLC Witnesses for CONTRACTOR: U A Signature of person authorized to Signature legally bind Corporation Date: Printed Name and Date Print Name and Title 0 0 Address: Signature E Printed Name and Date Telephone Number CL E U) 76 U) 0 CL U) i E E cN i cN cN cN 0) 4i E c� 3 Packet Pg. 231 Kevin Madok, CPA ........... Clerk of the Circuit Court& Comptroller— Monroe County, Florida U) 0 2M DATE: January 29, 2022 M 0) U) M TO: ,Mice Steryou Contract Monitor FROM: Paniela G. Hanc4-11)�kc. SUBJECT: January 21" BOCC Mec6ng Attached is an electronic copy of'the following item for your handling: T3 5tb Amendment to Lease Agreement ividi Salute Watersports, I,I,C, for the Mobile Retail Merchandise or Scnlice Concession at Higgs Beach, 11 or rent abatement due to 2 beach closures and/or limited access (furling die Shoreline Restoration Project at Higgs Beach. The request is for a ball'inonfli of*October 2021, and die I'U11 inondi of'November 2021. The total requested abatement is $944.37 for rent and usage tax. Revenue to Monroe County. 0 Should you liax,e any questions please feel 1'rcc to contact nic at (305) 292-3550. 0 E 'a E x W E 'a E Ul) N cc: Facilities Supervisor C14 Q County Attorney C14 Finance CN File E KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING < 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plant" ----- 305-294-4641 305-289-6027 305-852-7145 3051 Packet Pg. 232 FIFT'll AMENDMENT TO LEASE AGREEMENTFOR HIGGS BEACH CONCESSION, KEY WEST, MONROE,COUNTY FLORIDA U) THIS FIFT1,11 AMENDMENT-ro LEASE AGRFEMENTis made and entercd into this 0 .Lm 21st day of January, 2022, between MC NROE C'OUNIN, FLORIDA ("COUNIA...P'LESSOR"'), m as political subdivision olf the State of Florida, whose addlres,s is 1100 Simonton Street, Key West, Florida 33040, and SALUT :'ERSPORTS, LLC ("(,`ONTRACI'(,)R"/"-[,E EE"), a F]orida U) 14nited liability company, whose address is l 000: Atlandc Blvd., Key West, Florida '33040. cr WHEREAS, on October 17, 2018, the County entered into a Lease Agreement with 'Fropical Waterspoils, LLCM, the predecessor in interest, for the operation of a mobile concession on the Clm-ence S,. Ffiggs Men-iorial Beach Park, Key West, Monroe County, Florida, (hereinaller U "Original Agreenient"); and WHEREAS, on July 17, 201�9, the Monroe COLUlty Board of' (,,ounty Coirimissioners ("BOCC'") approved the Lease Assignment, ASSUmption and Consent ("Assignment") of tile Original Agreenlent frorn "Fropical Wa tears ports, 1-1C, to SalUte Waterspofts, LIX, for the operation ofa mobile concession on the Clarence S. Fliggs Memorial Beach, park, Key West, Monroe County, Florida; and WHEREAS, oil Decernber 11, 20:19, the BOC,,C approved the First Amendment to the 0 Original Agreement to renew the terni for the first of live (5) optional one-year periods with the term to commence retroaactive to October 16, 2019, and terminate on October 15, 2020, and to 0 attiust the CPl-U increase of 1.9% retroactive to October 16, 2019; and E WHEREAS, on June 17, 2020, the BOCC approved the Second Arnendment to Lease Agreement to abate total monthly rental payments and the 7.511N.) nionthly gross taxable sales E payrnents due by L.essee for the rnonths of March, April, and May 2020, dine to 1--figgs Beach COVID-19, closures; and cr WHEREAS, oil November 17, 2020, the BOCC approved the Third An'lendment to the X Original Agreement to renew the terni lor the second of five (5) optional one-year periods with the W terni to corl'unence retroactive to October 16, 2020, and teti,ninate on October 15,, 2021, and to ad ust the increase of 2.3%- and WfIEREAS, on AUgLlSt 18, 2021, Ille 130CIC. approved the Folmill Amendment to the m Original Agreement to renew the tertu of the Agreement f'or the third of the five (5) optional one- year permids with the term to conirl'ience on October 16,, 2021, and terminate on October 1 022, E and the rental amount was, ad'jUsted in accordance annually with the percentage change in the U.S. Department ofCommerce Consurner Price Index (CP1-LJ) for all Urban Consurners as reported! by E the U& Bureau of Labor Statistics at December 31 of the previous year of 1.4%,; and LO C14 WHEREAS, the LESSF.E has requested for Mon C roe otinLESS ty/ OR to abate one-half C14 Q (1/2) of the monthly rental payment due by Lessee for a partial month ofOctobict-20121 and the full C1,4 V_ month ol" Novernber 2021, due to Higgs Beach shoreline restoration ff0JjCCI C10SUMS, which wa CNs initiated by the County; and WHEREAS, the parties have found the Original Agreenient, as aniended, to be MltuaHy E bencricTaal; and Packet Pg. 233 WHEREAS, the parties find that it would be mutually beneficial to enter into this Fifth Amendment to Lease Agreement; 611 NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: U) I., In accordance with Paragraph 6 (a), (b), and (c) of the Original Agreement, as amended, Lessee pays rent in the amount of Five Hundred Twenty Eight and 52/100 ($528.52) Dollars per month, plus applicable use tax, for retail merchandise or service concession space, with U) said rental payments due by the first (l') day of the month for which the rent is due. Lessee additionally pays to Lessor 7.5% of its monthly gross taxable sales, and a guaranteed minimum annual fee of 10,125% of its annual gross taxable sales, or the annual monthly rental of Five Hundred Twenty Eight and 52/100 ($528.52) Dollars, plus the total of the 7.5% of the monthly gross taxable sales,whichever is greater. U 2. The County agrees to abate one-half of the monthly rental payment for October 2021 and the full month of November 2021 due tote closure of Higgs each as a result of the shoreline restoration project.The October rent abatement is Two Hundred Sixty and 61/100($260.61)Dollars and the usage tax abatement is Eighteen and 24/100 ($18.24) Dollars. T'he November rent abatement is Five Hundred Twenty-eight and 521100($528.52) Dollars and the usage tax abatement is 71irty-seven and 00/100($37.00) Dollars.The total rent abatement is Seven Hundred Eighty-nine and 13/100($789.13) Dollars and the usage tax abatement is Fifty-five and 24/100($55.24)Dollars in the total amount of Eight Hundred Forty Four and 37/100($944-37)Dollars. 0 M 3. The October rent and usage tax was already paid by Lessee in the amount of Five L_ 0 Hundred Fifty-seven and 71/100 ($557.71) Dollars so the second half of the prepaid October 2021 rent shall be applied as a credit to the December 2021 rent and usage tax. E 'a 4. Except as set forth in paragraphs I through 3 of this Fifth Amendment Agreement, in all other respects,the terms and conditions set forth in the Original AgreemenL as amended, remain E in full force and effect. ESS WHEREOF,the parties hereto have set their hands and seals the d4*and yea., W �g Co ly)1, Y7 BOARD OF COUNTY COMMISSIONERS (n MADOK,CLERK OF MONROE COUNTY, FLORIL'YA E E B y. By: As Deputy Clerk Mayor Ul) CN CN Q Date: CN MOWME COUNIVATTOFNEV'S 0MCE C14 PATROK EMES 2 ASSW GM: !MhlP TTOF#ky "MNEY E Packet Pg. 234 C.9.b c� U) CONTRACTOR/LESSEE: e . . .. ......... µ... U) Sj ors nawn� of personauthoryZA to r L r &pialure legality bind CorporationDate: � . _ �.. ...._ m..L. � Printed Name and Date Print Name aria This � a e � Address: G C {. 4a klSignature -�5 cy "c _ # 0 Printed Name and Date Telephone Number E c� x i i E E LO cam cam cam cam 3 c� Packet Pg. 235 SALUWAT-01 WA C.9.b ,d►. o CERTIFICATE OF LIABILITY INSURANCE DATE 111"/DD/YYYY) �► 11/22/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THEPOLICIE1 ° BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. (D no IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed U) If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). a® PRODUCER CONTACT Dean G.Wahlstrom NAME: Insurance Office of America PHONE FAX 13361 Overseas Highway (A/C,No,Ext):(305)289-0214 (A/C,No): Marathon,FL 33050 -ADDRESS:Dean.Wahlstrom@ioausa.com qs INSURERS AFFORDING COVERAGE NAIC# 2 0 INSURERA:Century Surety Company 36951 INSURED INSURER B ° Salute Watersports,LLC INSURERC: 729 Thomas Street INSURER D Key West,FL 33040 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 500,1 CLAIMS-MADE X OCCUR CCP999592 8/2/2021 8/2/2022 DAMAGE TO RENTED 100,1 >' X PREMISES Ea occurrence $ $ 5'1 MED EXP An one person)Approved Risk Manageme t 500,1 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: 4.a�",,l�,m'� I ` „� � -.,� 1, GENERAL AGGREGATE $ 500,1 X POLICY PEA LOC InCIUI OTHER: 12-1-2021 HIRED NON OWNED $ 500,1 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,1 Ea accident $ ANY AUTO X CCP999592 8/2/2021 8/2/2022 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ E X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ I WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECU .L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (b (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ I qb E DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named A/I CIS 2011 0413-Landlord (D Monroe County BOCC is additional insured with respect to General Liability E 04 04 CD 04 04 ° CERTIFICATE HOLDER CANCELLATION CD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED It qb ACCORDANCE WITH THE POLICY PROVISIONS. E �b Monroe County BOCC AUTHORIZED REPRESENTATIVE Insurance Compliance PO Box 100085 FX Duluth GA 30096 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION The ACORD name and logo are registered marks of ACORD Packet Pg. 236 2018 Union U) MONROE COUNTY,FLORIDA �E REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS U) M It is requested that the insurance requirements,as specified in the County's Schedule of Insurance 0 Requirements,be waived or modified on the following contract. U Contmc(or.,Vendor- CL Project or Service: Aec,aL U ContractoriVendor Address&Phone It General Scope of Work.- C-k""3 U"�Aavv el--' ads - Reason for Waiver or 0 Modification: e, 0 E Policies Waiver or Modification will apply to: E Signature of Con(ractor.'VerWor: Dale: Approved Not Approved x W Risk Managern"t Signature. Dale, 0) County Administrator appeal: Approved; Not Approved: 0) E Date: Board of County Commissioners appeal E Approved: Not Approved: LO CN Meeting Dale: CN IC04 C14 ul, tr'uio 7507" 104 EAdministalfi , .. :�?/) (�)qo WA IL Packet Pg. 237 C.9.c 4VR COURrd ° Kevin Madok, CPA V �P Clerk of the Circuit Court&Comptroller—Monroe County, Florida. ice cow U a DATE: December 7, 2021 U A TO: Alice Steryou Contract Monitor FROM: Pamela G. Hancoi.C. SUBJECT: September 15ie BOCC Meeting Attached is an electronic copy of die following item for your liandling: 0 C2 4th Amendment to Lease Agreement with Salute Watersports LLC for die Mobile Retail Merchandise or Service Concession at Higgs Beach for a one-year renewal,with a CPI-U adjustment of 1.40/6".The monthly rent amount will increase to $528.52 per month, commencing on October 16, 2021, plus 7.5 0/'o of the monthly gross taxable sales. Revenue to Monroe County. Should you have any questions please feel free to contact me at(305) 292-3550. c� X 0 75 0 N cN i LO cc: Facilities Supervisor County Attorney E Finance File E c� KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan 305-294-4641 305-289-6027 305-852-7145 305 Packet Pg. 2378 C.9.c FOURTH AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION,KEY WEST,MONROE COUNTY,FLORIDA THIS FOURTH AMENDMENT TO LEASE AGREEMENT is made and entered into this 15th day of September, 2021, between MONROE COUNTY, FLORIDA ("COUNTY"/"LESSOR"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street,Key West,Florida 33040, and SALUTE WATERSPORTS, LLC ("LESSEE"), a Florida limited liability company,whose address is 1000 Atlantic Blvd, Key West Florida 33040. WHEREAS, on October 17, 2018, the County enter into a Lease Agreement with Tropical Watersports, LLC, the predecessor in interest, for the operation of a mobile concession on the Clarence S. Higgs Memorial Beach Park,Key West,Monroe County, Florida, (hereinafter"Original Agreement"); and WHEREAS, on July 17, 2019,the BOCC approved the Lease Assignment,Assumption and 0 Consent ("Assignment") of the Original Agreement from Tropical Watersports, LLC, the predecessor in interest, to Salute Watersports, LLC, for the operation of a mobile concession on the 0 Clarence S. Higgs Memorial Beach Park, Key West,Monroe County,Florida; and WHEREAS, on December 11, 2019, the BOCC approved the First Amendment to the Original Agreement to renew the term for the first of five (5) optional one-year periods with the term to commence retroactive to October 16, 2019, and terminate on October 15, 2020, and to adjust the CPI-U increase of 1.9%retroactive to October 16,2019; and WHEREAS, on June 17, 2020, the BOCC approved the Second Amendment to Lease Agreement to abate total monthly rental payments and the 7.5% monthly gross taxable sales payments due by Lessee for the months of March, April, and May 2020, due to Higgs Beach COVID-19 closures; and , WHEREAS, on November 17, 2020, the BOCC approved the Third Amendment to the Original Agreement to renew the term for the second of five (5) optional one-year periods with the term to commence retroactive to October 16, 2020, and terminate on October 15, 2021, and to adjust the CPI-U increase of 2.3%retroactive to October 16,2020; and WHEREAS, the parties desire to renew the term for an additional one-year period and to make the annual CPI-U adjustment pursuant to the terms of the Original Agreement; and WHEREAS, the parties have found the Original Agreement, as amended, to be mutually beneficial; and LO V_ i WHEREAS, the parties find that it would be mutually beneficial to enter into this Fourth o' Amendment to Lease Agreement; E NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. In accordance with Paragraph 5 of the Original Agreement, the County exercises the option to renew the term of the agreement for the third of the five (5) optional (1) one-year periods. This renewal term shall commence on the 16th day of October 2021, and ends upon October 15, 2022,unless terminated earlier under another paragraph of the Original Agreement, as amended. E c� 1 Packet Pg. 239 C.9.c U) 2, In.accordance with Pzirigraph 6(d)of the OnginaLAgreement,the;Countyexerctses• CL U the option to.amend the Agreement and the rent;tl amount shall i e adjusted m accor}ianceaannually_ - i the percentage cltange_in',the U S,'Depatiri i vt of;Commerce Consumer,Piice Indek(C llUtPI-Uj' for alian'Co nsumets,as ra parted by the U S Bureau of I alior Statistics at December 31 of th ce previous year of].4%,�vtth`payments tncrew mt fiott'Fire I3undred:Tsventy,one anil 22/lpb: (�5?i:22)-Dollars per month to Five Iintidred TRenty-etght:and;53J100',($529 2)'Dollarsper- tnotth,-puisuani t'o Paragraph 6(a)`of tlic Agt'eement�"with an:effective dafe of Oclobe'r fti 2021. 3. Except as set forth m Paragraphs 1 and 2 of-this l:outsh Amendment,to Lease: Agreeineitt;in all Diller respect§,the Perms and cotrrhtions set fijrth 3n the *, vn4 Agrzement,as; amended,'remaia in full force and effect:. j � SS.XWEREOF the patsies hereto have set their-handsand seals:tlieday and year' -� rst en. i 6�..5T•x v+�a4 _ � .^� BOARD OFCOUNTY CONIMISSIQNLRS, qp G, SaL 1tiiADOK,CLERK OE MONRQE CO ' - E As Dcputy'Clerk o91t5l �� o9 �rIj T Date: ( Date' -' c:)c3 75 LCSSEC* : t r221 s ' TERSPO Cr W ittiesses for COI�tT IttAOTOR CL W r- Stsiiature of person authonzed,�,to Signature 'if egally..liind :9. Marion Date: d _� 2- Printed•Naine:and Date. Piint:Nattie and Tifle N Address ` �i S. ST .. I Suture Printed Name and Date Telephone Ntunher- E 2 MorstoE i�t�ttvarro�i�i�6FhM � .,� /�SSSTPAM TCANEY' ORTE: ti _ E U Packet Pg. 240 SALUWAT-01 WA C.9.0 ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/22/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIEI BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZES REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CL U PRODUCER CONTACT Dean G.Wahlstrom a Insurance Office of America PHONE FAX 13361 Overseas Highway (A/C,No,Ext):(305)289-0214 (A/C,No): Marathon,FL 33050 ADDRIESS,Dean.Wahlstrom@ioausa.com INSURERS AFFORDING COVERAGE NAIC# ° INSURERA:Century Surety Company 36951 INSURED INSURER B: Salute Watersports,LLC INSURER 7 729 Thomas Street INSURER D: Key West,FL 33040 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: O THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS 0 EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. , INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 500,1 CLAIMS-MADE X OCCUR CCP999592 8/2/2021 8/2/2022 DAMAGE TO RENTED 10011 X PREMISES Ea occurrence $ Approved Risk Manageme it MED EXP(Any oneperson) $ 5' PERSONAL&ADV INJURY $ 50011 �I, GEN'L AGGREGATE LIMIT APPLIES PER: X]s�;,�� t,�l •t K GENERAL AGGREGATE $ 500,1 X POLICY PEA LOC InCIUI OTHER: 12-1-2021 HIRED NON OWNED $ 500,1 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,1 ' Ea accident $ C5 ANY AUTO X CCP999592 8/2/2021 8/2/2022 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED RTY DAMAGE X NON-OWNED Per ac PROPEcident $ AUTOS ONLY AUTOS ONLY $ 881 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ O I DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ t'J t'J DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) LO Named A/I CG 2011 0413-Landlord Monroe County BOCC is additional insured with respect to General Liability s E E CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED It ACCORDANCE WITH THE POLICY PROVISIONS. E Monroe County BOCC AUTHORIZED REPRESENTATIVE Insurance Compliance *' PO Box 100085-FX 1/b 1 Duluth GA 30096 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION The ACORD name and logo are registered marks of ACORD Packet Pg. 241 C.9.c From: Linda.Regan@ioausa.com To: monroecountyfl monroecountyfl@Ebix.com CC: Dean.Wahlstrom@ioausa.com,blueheaven729@gmail.com Subject: Salute Watersports - COI Date: 8/2/2021 1:39:16 PM U A Attachment(s): 76 Good afternoon, Please see attached certificate as requested. Thank you. Linda Regan ( Commercial Lines Account Manager 0 Insurance Office of America/Eagle American Insurance Tel: 305-537-2782 Fax: 305-453-1438 Linda.Regan(e ioausa.com www.ioausa.com c� X 0 5 U) 0 CL U) This electronic message is for the designated recipient only and may contain confidential, proprietary, or otherwise private correspondence. If you have received this message in error, please notify the sender immediately and delete the original. Any other use or distribution of this information is strictly prohibited. V- N N T- I I E E E c� Packet Pg. 242 C.9.c U) c� 2018 Union m MONROE COUNTY,FLORIDA U REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. 76 Contractoa'Vendor: R Project or Service. ContractortVendor Address&Phone 9: t mow, a c General Scope of Work: °� clt��,�.._..Lcu r e 1/O V, e Reason for Waiver or Modification: c Policies Waiver or Modification will apply to: x Signature of Conrractor'Vendor .,,. t 4 ° j y Date l — Apptvv — ` _ +r Not Approved CLl Risk Management Signature. Date: County Administrator appeal: Approved: Not Approved: cN car Dale: LO I Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: f Cs q) iae rtdministr+tti°c Instn,crio 7500.7 � 104 fyuo Packet Pg. 243 2018 Union MONROE COUNTY,FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS U) It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. X Contmc(or.,Vendor- ce U) Project or Service: Aec,aL ContractorlVendor Address&Phone Of 0 x? 154-et jos� -7 L) General Scope of Work.- C-k""3 U",4�-eAavv el--' - Reason for Waiver or Modification: 0 Policies Waiver or Modification will apply to: 0 E Signature of Con(ractor.'VerWor: ........... 0) E Dale: Approved Not Approved Risk Managern"t S ignature.. Dale, U) 0 CL County Administrator appeal: U) Approved; Not Approved: Date: Board of County Commissioners appeal Approved: Not Approved: Meeting Dale: L) ov K NO 116a 0 't U Adminiamfiv In str'udio 750i7"J 9= W 104 0 E A Packet Pg. 244 C.9.e OOQIW Kevin Madok, CPA Irk the Circuit Court&Comptroller—Monroe County, Florida ' ��,•" Clerk of e C ett p ty, , DATE: Deccinber 15, 2020 TO: Alice Steryou Contract Monitor FROM: Parnela G. Haiico C. SU$rECr: November 17' BOCC Meeting , Attached is an electroiuc copy of lie following itein for your Handling: U A F9 3rd Amendment to Lease Agreement with Salute Watersports, 1,1,C, for die Mobile Retail Mercliandise or Service Concession at Higgs Beacli for a one-year renewal wide a GPI-LJ adjustment of 2.3%.'l'lie inondily rent amount will increase to $521.22 per nionti, retroactive to October 16, 2020, plus 7.5%of tic inondily gross taxable sales. Revenue to Monroe County. Sliould you have any questions please feel free to contact me at (305) 292-3550. 0 0 a 0 a 0 E c� X a 0 E a 0 E N cc: Facilities Supervisor County Attorney Finance File E KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305 Packet Pg. 245 C.9.e THIRD AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONM%IONI,KEY WEST,MONROE COUNTY,FLORIDA THIS THIRD AMENDMENT TO LEASE AGREEMENT is made and entered into this 17th daa of November, 2020. between MONROE COUNTY, F LA)MA (-COL N-1-N-1 LESSOV), a political subdivision of the State of Florida, whose address is 1100 Simonton Street. Key West, Florida 33040, and SALUTE WATERSPOM LLC (-CONTRACTOR"f"LESSEU), a Florida limited liability company. whose address is 1000 Atlantic Blvd,Key West Florida 33040. E' WHEREAS.the parties hereto did on October 17, 2018.enter into a Lease Agreement with -1-ropical Watersportx, LLC, for the operation of a mobile concession on the Clarence S_ Biggs Memorial Reach Park,Key West.Monroe County,Florida.(hereinafter-Original Agreement"),and c� WHEREAS,on July 17.2019,the BOCC approved the Lease Assignment_Amnnpdm and Consent ("Assignment") of the Original Agreement from Tropical Watersparis, LLC, to Salute U Watersports, LLC, for the operation of a mobile concession on the Clarence S. Higgs Memorial Beach Park, Key West. Monroe County.Florida:and WHEREAS, on December 11, 2019, the BOCC approved the First Amendment to the Original Agreement W rcnew the term for the firm of Five (5)optional ore-year periods with the term to mnmencc retroactive to OcWber Ili, 2019, and terminate on October 15. 2020. and to adjust the CPI-1] increase of 1.9%retroactive to October 16,2019;and WHEREAN, on June 17, 2020, the BOCC approved the Second Amendment to Lease Agreement to abate total monthly rental payments and the 7.5% monthly gross taxable sales payments due b}' Lessee for the months of March, April. and May 2020. due to Higgs Beach C0VU)-19 closures;and 0 WHEREAS, the parties have found the Original Agreement, as amended. to be mutually beneficial.and WHEREAS. the parties find that it would be mtu Wly beneficial to enter into this Third E Amendment to Lease Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as folloms: l. In accordance with Paragraph 5 of the Original Agreement. the County exercises the option to renew the term of the agreement for the second of the five (5) optional (1) orrc-year perimN. 71tis renewal term shall commence retroactive to the 166 day of October 2020, and ends upon[ktober 15.2021.unless terminated earlier under another paragraph of this Agreenxmt- E '_ In accordance with Paragraph 6(d)of the Original Agreement, the County exercises the option to amend the Agreement and the rental amount shrill be adjusted in accordance atmually with the percentage change in the II.S. Department of Commerce Consumer Price Index (CP1-t1) fior all Urban rban Consumers as reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year of 2.3%. with payments increasing from Five Haadr+ed Nine and S IGO(SSN.50) N Dollars per month to Five Hundred Twenty-one &aid 22/100 4S521.22y DoYan per month, N E c� Packet Pg. 246 C.9.e pursuant to Paragraph 6(a) of the Agreement, with an effective date retroactive to October 16, 20I0. 3. Exoept as set forth in Paragraphs 1 and 2 of this Third Amendment to Lease Agreement, in all other respects, the terms and conditions set forth in the Original Agreement remain in full force and effect. c� U) IN WITNESS WHEREOF,the parties hereto have set their hands and seals the day and year �n ve written. 3 � U) f BOARD OF COUNTY COMMISSIONERS c� VIN MADOK,CLERIC OF MONROE COUN A E qr''n..cow s L) r l3t•: � By: As Deputy Clerk Mayan .14Date: w4 t 7, �' Date:� ONTRACTO SEE: SALUTE W RS _ Witnesses for CONTRACTOR: �`� - o oo sn Signium of persona to �siture legally bind Corporation Date: il�.��•� � E Printed Name to Prim Name and Title Address: I jai WLA, Signature ,I.4 Printed Name and Bate Telephone Number M cN cN M0WMG0LxnyATWW4"CFF= 0As�� arrnT c� Packet Pg. 247 C.9.e �� SALWYAT-01 RIP 14�R� CERTIFICATE OF LIABILITY INSURANCE °ASH 7 " 2020 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: N the certlfleata holder Is an ADDITIONAL INSURED,the polioy(ias)must have ADDITIONAL INSURED provisions or be endorsed. H SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an andorsemeft A statement on this certificate does not confer rWft to the certlflcate holder In lieu of such endoneme s. PRODUCER Linda Regan Insurance Ofte of America _ Fes,No 13361 Overseas HIgkwvy ll Marathon,FL 3305500 1 Linds.Ra an oausaxorn IM U) EMMS)APFGRDING COVERAGE NAIL s INWRER A_Century Surety Company _.. 38951 INSURED j INSURER S Salute WatarspaRs.LLC i INSURER C: 729 Thomas Shear I INSURER[]: 881 Key West.FL 33"0 INSURER- � E: INBURER F: (' COVERAGES REVISION NUMBER: 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, OL EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. U TYPE OF INSURANCE AADL BR POLICY NUMaER POLWYEFF POLICY EW-111112- Lam A X C.RCLAL OEHERAL UASILI Y EACH OCCURRENCE s 500.000 M CLAIMS-MADE OCCUR X CCP9182% SIM020 812=1 DAMAGE TO RENTED 100,000 NED EW OM one Pere^7 5 51000 PERSONAL 6 ADV INJURY S 5001000 FGENL AGGREGATE LIMIT APPLIES PER: GENEPK AGGREGATE S.. X POucY❑PF& ❑LOe P - Included HIRED NON OWNED 500,000 A COMBINED SINGLE LIMIT 1,000,006 AUTOMOIKE LUMIILMY ANY AUTO X CCPS10259 81212020 8MM021 eopny INVRy(per OWNED i SCHEDULED {A{U�RRTOOS OHLY NAUOTNOS p BOOILY INJURY Pat accow .x AUTOS ONLY X 'Al7TOLlr Y er accld Y S �Qy� O UMBRELLA LIAR OCCUR Wn EACH OCCURRENCE S EXCESS LIAe HCLAJMS-M" AOOREGATE 5 0 DED RETENTION I BY ' N N Y N H- PLLo AN LM% 11 18 ET ANYPROPRET TN�ECUTfVE ❑ NIA E.L.EACH ACCIDENT 5 u w� %% q E.L.DISEASE-EA EMPLOYEES M 60wcnauMwRAT .. � E.L.DISEASE-POLICY LIMIT DEscwTIDR OF OPERATIONS!LOCATM S I VENICLEs(AGGRO 107,Addltlami Rw.wrAs s mNm.,miry mM ImaeMd r mor.fyaw h Ngwrw! Named AA CG 2011 0413-Landlord Monroe County BOCC Is additional Insured wkh respect to General Liability U x LU CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC AUTHORIZED REPRESENTATIVE Insurance Compliance �/� CD PO Box 100083-FXC !f 1 CD CD Duluth,GA 3009611% C14 ACORD 25(201SM3) 01968-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD E c' Packet Pg. 248 C.9.e From: Linda.Regan@ioausaxom To: monroecountyfl monroecountyfl*Ebi=om CC:Rick.Aiken(q-,)ioausa.com Subject:Salute Watersport-Revised Certificate Date:8/17/2020 1:38:12 PM Attacbment(s): Please see attached revised certificate. Thank you. c� Linda Regan I Commercial Lines Account Manager Insurance Office of America/Eagle American Insurance Tel:305-537-2782 Fax:305-453-1438 UnclaStgon0ioauso.com U www.ioaum.com 0 This electronic message is for the designated recipient only and may contain Confidential,proprietary,or 0 otherwise private correspondence. If you have received this message in error,please notify the sender immediately and delete the original. Any other use or distribution of this information is strictly prohibited. E c� X E E car car E c� Packet Pg. 249 �:fiwwu+er+ C.9.f Kevin Madok, CPA I rk f the Circuit Court& Cam troller—Monroe County, Florida . Clerk o p tY DATE: .;uly 1.1, 2020 c� TO: Alice Steryou Contract.Monitor c, r FROM: Pamela G. Hanc c .C. SUBJECT': June 17 liOCC Meeting Attaclied is qua electronic copy of-llre following item for your handling: Q6 2nd Amendment to Agreement wide Salute Watersports, LLC, for the Mobile Retail Mercliandise or Service Concession at Higgs Beacli to abate rent.for March,April and May 2020; and 7.5%commission due to COV1D-19 in the amount ol'$2,172.3.5 revenue loss to 0 Monroe County. 0 Sliould you}lave any questions please feel free to contact me at (305) 292-3.559. U) 0 CL c� i x a 0 E a 0 E a cN cc: Facilities Supervisor cN CN County Attorney Fitlarice File E c� KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Horida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 30 Packet Pg. 250 C.9.f SECOND AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION,KEY WEST,MONROE COUNTY,FLORIDA THIS SECOND AMENDMENT TO LEASE AGREEMENT is made and entered into this 17th day of June, 2020, between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and SALUTE WATERSPORTS, LLC ("CONTRACTOR"), a Florida limited liability company,whose address is 1000 Atlantic Blvd,Key West, Florida 33040. WHEREAS,the parties hereto did on October 17, 2018,enter into a Lease Agreement with U Tropical Watersports, LLC, for the operation of a mobile concession on the Clarence S. Higgs Memorial Beach Park, Key West,Monroe County,Florida,(hereinafter"Original Agreement");and WHEREAS, on July 17, 2019, the BOCC approved a Lease Assignment, Assumption and Consent ("Assignment") of the Original Agreement from Tropical Watersports, LLC, to Salute Watersports, LLC, for the operation of a mobile concession on the Clarence S. Higgs Memorial Beach Park, Key West, Monroe County, Florida.; and WHEREAS, on December 11, 2019, the BOCC approved the First Amendment to the 0 Original Agreement to renew the term for the first of five (5) optional one-year periods with thecu term to commence retroactive to October 16, 2019, and terminate on October 15, 2020, and to 0 adjust the CPI-U increase of 1.9°/o retroactive to October 16,2019 and; WHEREAS,the County desires to abate certain monthly rental payments and the payments for the 5% of the monthly gross taxable sales due by Lessee for the months of March, April, and fk May 2020, due to the COVID-19 Higgs Beach closures as a preventative measure; and WHEREAS, the parties have found the Original Agreement, as amended, to be mutually beneficial and; WHEREAS, the parties find that it would be mutually beneficial to enter into this Second Amendment to Lease Agreement; NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: i c� X 1. In accordance with Paragraph 6 (a), (b), and (c) of the Original Agreement, as amended, Lessee pays rent in the amount of Five Hundred Nine and 50I100 ($509.50) Dollars per E month; plus applicable use tax, for retail merchandise or service concession space, with said rental payments due by the 11 day of the month for which the rent is due. Lessee additionally pays to Lessor 7.5% of its monthly gross taxable sales, and a guaranteed minimum annual fee of 10.125% of its annual gross taxable sales, or the annual monthly rental of Five Hundred Nine and 50/100 ($509.50) Dollars, plus the total of the 7.5% of the monthly gross taxable sales, whichever is greater. E c� t � Packet Pg. 251 C.9.f 2. The County agrees to abate the total monthly rental payments for March, April, and May 2020, in the amount of Five Hundred Nine and 501100($509.50) Dollars per month,due to the closure of Higgs Beach as a result of COVID-19 preventative measures, for a total rent abatement X amount of One Thousand Five Hundred Twenty-eight and 5011 00 ($1,528.50)Dollars. 3. The County additionally agrees to abate the 7.5 %of the monthly gross taxable sales payment for the months of March, April, and May 2020, in the total amount of Six Hundred Forty Three and 85/100 ($643.85) Dollars, due to the closure of Higgs Beach as a result of COVID-19 - preventative measures,based on Lessee's taxable sales records. 4. The total abatement amount for the three (3) months of rent abatement of One U Thousand Five Hundred Twenty-eight and 50/100 ($1,528.50) Dollars and the percentage abatement of Six Hundred Forty-three and 85/100 ($643.85) Dollars, is Two Thousand One Hundred Seventy-two and 35/100($2,172.35) Dollars. 5. Except as set forth in Paragraphs l through 4 of this Second Amendment to Lease Agreement, in all other respects, the terms and conditions set forth in the Original Agreement, as amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and Bove written. 0 BOARD OF COUNTY COMMISSIONERS 0 VIN MADOK,CLERK OF MONROE COUNTY,FLORIDA, LESSOR Y. By: w5 Deputy Clerk Ma r Date: �7 Date: +7 v 0 SALU WATERSPORTS, LL A ri imited Li ity Conga y, C- Wifiesses for LESSEE: S E r + to~17Signstore of person authorized r, Sign re legally bin Co ration o n Date: COCA a 4LL q-2jad g4k-r(jj Ld ,anted a to Print Name and Titled� - o CN Address:I�� 1 _ ��'�� s� CN r CN si store 0 S- 3 +— Telephone Number Printed Name and Date AONRDE COUNTY ATTORNEVS OFFICE E%A8 PATFOCIA EAR ASSIST CD UATE. _ Packet Pg. 252 C.9.f --,"MON SALUWAT-01 A4CaR10- CERTIFICATE OF LIABILITY INSURANCE DATE(MMVDDffYM 1141- � 1 611712020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS u) CERTIFICATE DOES HOT 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 have ADDITIONAL.INSURED provisions or 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 endorseme s. PRODUCER cT Linda Regan Insurance Office of America PHONE �f 13361 Overseas Highway WAIC,No,Ext}: Marathon,FL 33050 Linda.Re an ioausa.COm CL INSURER S AFFORDIING COVERAGE NAIL f U T _ T INSURER A:Covington Speci_atty Insurance Company 1130_27 y INSURED INSURER B: Salute Watersports,LLC INSURER C 729 Thomas Street INSURER D Key West,FL 33040 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE AWL SUER POLICY NUMBERPOLICY EFF POLICY EXP LIMITS A x COMMERCRAL GENERAL UABILITY EACH OCCURRENCE 500,00 O _ °pGTO " °� 100,00 CLAIMS-MADE DccuR x A7097800 &Z12019 822020M 5,00 ED EXP one on 'ERSO &ADV INJURY P NAL GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE �. .50G,Qfl x POLICY n jra !LOC PRODUCTS-COMPIOP AGO S _ _ _500,00 0 OTHER: S A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT �————ANY AUTO VBA70978500 8/2/2019 81212020 BODILY INJURY Pererson}_ S .___._..-_ , OWNED SCHEDULED AUTOS ONLY AUTOS SSyy Ep BODILY INJURY Per aoddent x A6S ONLY x AUOTOS ONNLY PROPER. AMAGE 3 - ---- gay Hiiered,Non-Owned 500,00 0 CL UMBRELLA LIAO OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS-MADE AGGREGATE 8 DED RETENTIONS u^ � e 7 WORKERS COMPENSATION PER OTH- — AND EMPLOYERS'LIABILITY YIN NIA 7 14 ANY PROPFUETORIPARTNE.RIEXECUTIVE E.L-EACH ACCIDENT 5 A I°E=F,1,1BER EXCLUDED? C W � �� E.L-DISEASE-EA EMPLOYE Myyaas describe under ►T DESC RIPTION OF OPERATIONS below E-L.DISEASE-POLICY LIMIT cy x LU DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101.Addhilami Remarks Schedule,may be ettaclwd If more space fs required) Named AA CG 2011 0413•Landlord The certificate holder Is a named additional Insured on the general liability policy per farm#CG 2011 0413. E CN CD CN CERTIFICATE HOLDER CANCELLATION C1I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. E AUTHORIZED REPRESENTATIVE Monroe County Board of County Commisslonen; D(,&, 1100 Simonton 5tKa ft"EL 33040ACORD 25(2016103) 01988-2015 ACORD CORPORATION. All rights reserve) The ACORD name and logo are registered marks of ACORD Packet Pg. 253 t couR> k... °°` Kevin Madok, CPA e.: ao ........ Clerk of the Circuit Court&Comptroller—Monroe County, Florida ~Roe cook DATE: December 16, 2019 c� TO: Alice Steryou Contract Monitor FROM: Pamela G. Hancoco c. SUBJECT: December 11'BOCC Meeting Attached is an electronic copy of die following item for your handling: U C7 1 st Amendment to Agreement for a one year renewal and a CPI-U adjustment of 1.9%with Salute Watersports, LLC, for the Mobile Retail Merchandise or Service Concession at Higgs Beach. Should you have any questions, please feel free to contact me at(305) 292-3550. 0 E E cc: Facilities Supervisor E County Attorney Finance File E KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Pian 305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 254 C.9.g i FIRST AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION,KEY WEST,MONROE COUNTY,FLORIDA THIS FIRST AMENDMENT TO LEASE AGREEMENT is made and entered into this I 1 th day of December, 2019, between MONROE COUNTY, FLORIDA ("COUNTY"), a, political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and SALUTE WATERSPORTS, LLC ("CONTRACTOR'), a Florida Limited Liability Company, whose principal address is 1000 Atlantic Blvd, Key West,Florida 33040. WHEREAS, Monroe County did on October 17, 2018, enter into a Lease Agreement with "Tropical Watersports, LLC; for the operation of a mobile concession at the Clarence S. Higgs Memorial Beach Park, Key West, Monroe County, Florida,(hereinafter"Original Agreement'); and jWHEREAS, on July 17, 2019, the BOCC approved a Lease Assignment, Assumption and Consent (the "Assignment") of the Original Agreement from Tropical Watersports, LLC, to Salute U Watersports, LLC, for the operation of the mobile concession on the Clarence S. Higgs Memorial Beach Park, Key West,Monroe County, Florida;and WHEREAS, the parties have found the Original Agreement, as amended, to be mutually beneficial;and I WHEREAS, the parties find that it would be mutually beneficial to enter into this first optional one (1) year renewal of the lease term and adjust the annual rental payment in accordance with the terms of the Original Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 0 1. In accordance with Paragraph 5 of the Original Agreement, the County exercises the option to renew the term of the agreement for the first of five (5)optional (1)one-year periods. This renewal term shall commence retro-active to the 16"' day of October,2019, and ends upon October 15,2020, unless terminated earlier under another paragraph of this agreement. 2. In accordance with Paragraph 6(d) of the Original Agreement, the County exercises its option to amend the Agreement and the rental amount shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year of 1.9%, with payments increasing from Five Hundred and 00/100 (S500.00) Dollars per month to Five Hundred Nine and 501100 ($509.50) Dollars per month pursuant to E Paragraph 6(a)of the Agreement,with an effective date retro-active to October 16,2019. U) 3. Except as set forth in paragraphs 1 and 2 of this First Amendment to Lease Agreement, in all other respects, the terms and conditions set forth in the Original Agreement, remain in full force and effect. N V_ I - c� Packet Pg. 255 C.9.g ITNESS WHEREOF, the parties hereto have set their hands and seals the day and r cx. a written. �i� t✓oa�� .��/3iz��i o �� i✓A BOARD OF COUNTY COMMISSIONERS KEVIN MADOK,CLERK OF MONROE COUNTY, FLORIDA U) 13y: By:_ U) Deputy Clerk Mayor c� Date: ill Date: U A CONTRACTOR: SALUTE WATERSI'O1t1TS,LLC, Witnesses for CONTRACTOR: A Florida Limited Liabil' pany f Signature of persona t iorized to Sign ture legally bind Corporal on qWatc: r�lz Printed Name and Date Print Name and Title Laf Address: woo A-ri-h i � �,t_ ��' Signature / Teleplione Number Printed Name and to E 00 U w M0 0E COUNTY ATTORNEY'S OFFICE CN o - ` Ar�pO D AS�O FOAM tom• 4 � _ n k�'�' W o PATRICIA EAGLES ASSISTANT COUNTY ATICRNEY E `s' O DATE: N 2 Packet Pg. 256 C.9.g j SALUWAT-01 C TE MN CERTIFICATE OF LIABILITY INSURANCE � 117120�19 1 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 13Y THE POUCIES 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 cortificato holder is an ADDITIONAL INSURED,the pollcy(las)must have ADDITIONAL INSURED provisions arba endorsed. It SUBROGATION IS WAIVED, subject to tho terms and conditions of tho policy,certain policies may require an endorsement. A statement on this certificate door not confer rights to the cortiflcakl holder in Ilou of such endorsement c. PRODUCER CT Rick Aiken 03 Keys Insuranco Scrvlcos a Division atIDA �I FAz 13361 Overseas HI Imay Ha. No Marathon,FL 33050 - ralkeR kD sinsurance.com gISU S AFFORDINGCOVGRArr6 HAIC1t suRsxa:Covinatnn Specialty Insurance Companyi3027 INSURED .a (n Salute Watnrsports,LLC 729 Thomas Slroat Key Want,FL 33040 wsuRaR EI DISURt'R F: , COVERAGES CERTIFICATE NUMBER: REVISION NURiBER, CL THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE DEEM ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD U INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS o 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. _ m UISR'( _0 ...-~ 'ADDUSUQR' PO—UCYE—FF r VOUCYEXF _. LIM1 TTlC OFYISURANCE _...___L'i` YYp'_.__ POUCYNUMHER I A X CONUEitaALGEN6Rltl WBRJTY jf E is 500,OOD ° CLAIr154AADL 0 OCCUR BA70978500 7l17l2019 7l97l2020 wLucETOFiLrriED 100,000 X �REuLSF.ti lE.s&JTEO :�S_-- (G H=�"F,A,,,on.P-,ft� 1 s 6,Doo I i 60D,000 rErscarAl a A W INJURY-1 NLACG TEUNfTAPP sPEJi � ca,�,�„aEty,,rE js 500,000 }t POUCY %a LOC I I I PnDDt r5-C9u?pAAG{; 6DD,D00 __ —__—_ pYr4.r: I I S CDMEL`7EDSI LE LlkrlT AUTDr.1084EUADIUtI'� 'ANY NrrO r-- :�4�.ri g�lSt�V Lt!?'D^ S •-• - - 0 AUTO SOF,LY l AUpN.a.�,'.�FI:Dp D`(;is1LY1NJy�7irYlr?cr�sit}a.:ll5____ CG rUfoS�tLF r !f•�t� irr71 'iAaGG .s. AUTOS ONLY A AP864, I M411ST mrsROAAuas !OCCUR I J �_ ' S-.n1;NuccU r.:E IS 1110Es11uAs { CLAIMS-MADE i I MY X-1% I I -DED I I rmyrr IONS I BATE ` WpUtERS COMAENSATIONAND L-MPLOYERS'UAMUT1' Y l�1 I WAIM w Y.ES— NY A PRpqQ�PPNMTgO�"ARTNER,d(ECUTIVE ;NIA 1.^r}f'1A !T 5 rul-�-lary`-t-NHJ 1EXCLUDED7 Ir eau.-�x� l i �'"�� C�k C�iPT;y14`rOf�:uATICNSee1a. ! I I 1 ELD+g-f- -Fc!OJ'r,;�Iut I � I DE7CR1r'r10NOFOP9taTK#i3rLOCATIOfIs1VErllCLES(ACU) 111,Ad&U=1RsrurrmSchaduls,mapbeAMLhaldagra space Isrequired) Tho cenlRcata llotdDr I9 a named additional Insurad on the general ILablllty policy per formN CG 2011 0411 (A , CERTIFICATE HOL13ER CANCELLATION N T— SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCFIAED BEFORE a THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN � ACCORDANCE NTH THE POLICY PROVISIONS. E AUTNORIfreREvrIFSFMATNE Monrop County Board of County Commisslonors ilUDSlmontonSt �/ 7LI0004 lKgy War ACORD 25(2016103) 01988-2016 ACORD CORPORATION. All rights reserved. Thu ACORD name rind logo are registered marks of ACORD Packet Pg. 257 C.9.g • gala Edon MONROE COUNTY,FLORIDA `e REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that dto Insrtratice tlegtrlmnents.as specified in the County's SeheduWaf.tnsurance *uitermnts,tie waived or modified on t{te foiloeving contrast. Contr ,e"Vendor J.�+�c•�c _ I,G�rZ c':;S,Lti�' Prow or Service: Contnctorivendor Address d<Ptmne fi: Geastal ScopeofWortu __ -, °� _. --tcccLe��ay/_, c►�� U Fleasan far,Waive or Madilicatlon; u:e r7Ga rS L'c iJy f r.y its � Policies Weiveior, 0 sisttaturcafcontmctwfvc dor. - �•-��/°!__ _ Date: 7�i /y Ap(itov NotAppmved +t� task Maaagemeal,5ignmure.� !�' 3�'---..__��, DOC: County Administmtorappcat: Approved; _ Not Approved: Date: Bated of County Cotnrnissimrs appeal: E Approved: __, ._ Not Approved: , U) Meeting Dice: {' I adeiintiva0 tetsicodio 7sao� _ tog Packet Pg. 258 �R cougrQ C.9.h t Kevin Madok, CPA A -0 .... Clerk of the Circuit Court&Comptroller—Monroe County, Florida a DATE: July 30, 2019 TO: Alice Steryou Contract Monitor c� FROM: Pamela G. Hanco , C. SUBJECT: July 17' BOCC Meeting r Attached is an electronic copy of each of die following items for your handling: C29 Lease Assignment,Assumption, and Consent of Lease with Tropical Watersports, LLC to Salute Watersports, LLC for the mobile retail merchandise or service concession at Higgs Beach. C30 Property Management Agreement Assignment,Assumption, and Consent for management of the bandstands at Higgs Beach from Tropical Watersports, LLC to Salute Watersports, LLC. Should you have any questions, please feel free to contact me at(305) 292-3550. E c� x i E U) U) U) cc: Facilities Supervisor �i County Attorney i Finance File E KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305_1 Packet Pg. 259 C.9.h From: Hall Cynthia To: Pam Hancock Cc: Stervou Alice; Flatt Jaclyn;Camno Abra;Slavik-Maria;Sid Webber Subject: 7-17-2019 agenda item C-29:Assignment,Assumption,and Consent of Lease from Tropical Watersports,LLC to Salute Watersports,LLC Date: Tuesday,July 30,2019 1:19:04 PM 00 Attachments: C29 Mobile Concession.ndf U) C29 Insurance.ndf C30 Pavilion.ndf Pam: This is further to our phone call this morning. I have reviewed this agenda item, which was approved by the BOCC on 7-17-2019 as item C-29 and is a Lease Assignment, Assumption and Consent ("Assignment") of an underlying Lease Agreement for Higgs Beach Concession between Monroe County and Tropical Watersports, LLC dated Oct. 17, 2018 ("Underlying Lease"). The Underlying Lease is being assigned, with consent of the County, from Tropical Watersports, LLC to Salute Watersports, LLC. Monroe County is the Lessor and Tropical Watersports (or now, Salute Watersports) is the Lessee. Paragraph 13 of the underlying Lease Agreement required the Lessee to obtain vehicle liability insurance in the amount of$300,000, and to provide a Certificate of Liability insurance showing the 0 County as an additional insured "within fifteen (15) days after award of proposal" (this contract was the result of an RFP). Apparently Salute Watersports has not provided evidence of this coverage. According to page 5 of the Agreement for Purchase and Sale of Assets (including in the backup for the agenda item), the executed Assignment is apparently one of the documents that must be delivered by the Buyer to the Seller, as part of the asset purchase. It is my opinion th(r7t the A.^.>.^.>h��ment��w�r:�}r be exe(.:.t..jte(.J by the Alhr7)lor, ��otwiti��st(.�mr:in(.� the(�(:ct th(r7t (`7h.jte 01(.:7ter-.^.>por-Ls, LLC h(r7s not yet pr-ovided evidence of vehhJe li(.77�)1)t)r (..over-r:7r�e (it h(r7s � (.77pp(r�wently p r-ovided eviden((..e�.f the other-cover-r:7r�es r-erlt..jlr-ed by the C1��der-l)in(.� Le(.77>e). X I Paragraph 13 of the Underlying Lease required Tropical Watersports to provide evidence of E coverage, but nothing in the Assignment provides that the Underlying Lease would be invalid if the coverage of evidence of the insurance was not provided. At worst, Salute Watersports would U) instantaneously be in breach of the Assignment as soon as it is executed. Under paragraph 12 of the U) Underlying Lease, the County would provide Salute with a reasonable period of time to cure the defect. The most likely means of curing the defect would be: 1. Vendor submits a certificate of insurance for the vehicle liability insurance, 2. Vendor submits a request for a waiver of the insurance, which the County is free to approve or not, pursuant to the concerns in a separate e-mail from Sid Webber. �I 3. Vendor requests an amendment to the Underlying Lease, to remove the vehicle liability 4i insurance requirement. c� The County always has the option to terminate the Underlying Lease if the default is not cured, Packet Pg. 260 C.9.h pursuant to paragraph 12 of the Underlying Lease. Also, paragraph 18 of the Underlying Lease provides a strong indemnification/hold harmless clause to protect the County(although only if the business entity has insurance and/or assets). c� Attached is a copy of the agenda item C-29, as well as agenda item C-30, for assignment and assumption of an agreement to manage the pavilion next to Salute's restaurant. Please execute both. (Alice, please review and make sure we got all of the pages of the respective agenda items.) c� Thank you. Cynthia L. Hall, Esq. Assistant County Attorney Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West, FL 33040 (305)292-3470 (305)292-3516(fax) 0 0 E E X I E U) U) U) cN I I E c5 Packet Pg. 261 C.9.h LEASE ASSIGNMENT,ASSUMPTION,AND CONSENT This LEASE ASSIGNMENT,ASSUMPTION,AND CONSENT(the"Assignment") is made and entered into as of July 17, 2019, by and between MONROE COUNTY, a political subdivision of the State of Florida, ("Landlord"), TROPICAL WATERSPORTS, LLC, a Florida Limited Company, ("Assignor"), and SALUTE WATERSPORTS, LLC, a Florida Limited Liability Company("Assignee'). WITNESSETH: WHEREAS, Landlord and Assignor are all of the parties to that certain Lease Agreement dated October 17, 2018, for the operation of a mobile concession on the Clarence S. Higgs U Memorial Beach Park, as set forth in Exhibit"A" (the"Lease"), attached hereto and made a part hereof;and WHEREAS, Assignor desires by this instrument to assign all of its rights, interests, and obligations under the Lease to Assignee, and Assignee desires to assume all of Assignor's liabilities and obligations under the Lease,and Landlord desires to consent to such assignment and assumption,all upon the terms and conditions set forth herein; NOW, THEREFORE, for valid consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 0 1. Assignment. Assignor hereby assigns, transfers,and conveys unto Assignee all of Assignor's rights and interests under the Lease, and hereby assigns, transfers, and conveys unto Assignee all of Assignor's obligations and liabilities under the Lease, effective upon the date the transaction between Assignor and Assignee closes. 2. Assumption. Assignee hereby assumes and agrees to pay,discharge, and perform in a full and timely manner all of Assignor's liabilities and obligations under the Lease,effective upon the date the transaction between Assignor and Assignee closes. c� 3. Consent. Landlord hereby consents to the foregoing assignment and assumption, and releases Assignor from any liability or obligation under the Lease arising or incurred on or after the date of this Assignment. Landlord also hereby acknowledges and confirms to Assignee that: U) (i) Assignor and Landlord are all of the parties to the Lease; U' U) (ii) the Lease represents the entire understanding of the parties with respect to the matters that are the subject thereof, and has not been amended or otherwise modified; N i (iii) the Lease is in full force and effect in accordance with its terms,which terms have not been further modified; (iv) Assignor has paid to Landlord all amounts due and payable under the Lease to date and has performed all non-monetary obligations under the Lease to date; Packet Pg. 262 C.9.h c� (v) to Landlord's knowledge, no defaults on behalf of either Assignor or a Landlord have occurred and are continuing under the Lease, nor have any events D occurred which with the giving of notice, the passage of time or both would constitute defaults under the Lease; (vi) there are no present charges, liens,or claims of offset under the Lease; (vii) the address for notices to be sent to the Landlord and Assignee is set forth in paragraph 46 of the Lease and said paragraph is hereby amended as to the addresses only as follows: A For Lessor: For Lessee: Monroe County Salute Watersports, LLC Facilities Maintenance Contract Monitor Attention: Richard Hatch 3583 S. Roosevelt Blvd. 729 Thomas Street Key West, FL 33040 Key West, FL 33D40 And Monroe County Attorney P. O. Box 1026 Key West, FL 33041-1026 (viii) Landlord has no cause of action against Assignor arising out of the Lease, nor to the best of Landlord's knowledge does the basis for any cause of action exist; and Assignor has no cause of action against Landlord arising out of the Lease,nor to the best of Assignor's knowledge does the basis for any cause of action exist; (ix) the initial tern of the Lease shall terminate on October 15, 2019, with an option to renew the Lease, at the County's discretion, for live (5) additional, one (1)year terms pursuant to paragraph 5 of the Lease; X i (x) the rent under the Lease is currently Five Hundred and 00/100 ($500.00) Dollars per month, plus a percentage of the monthly gross taxable sales pursuant to paragraph 6 of the Lease; (xi) there are no additional capital expenditures other than those expressly stated in the Lease. 4. FnH Farce and Effect. The Lease shall continue in full force and effect and the Lease is hereby ratified. In the event of a conflict between the terms of the Lease and this Assignment, this Assignment shall prevail. 5. Binding Effect. This Assignment shall not be effective unless and until the transaction between Assignor and Assignee closes. Thereafter, it shall be binding upon and shall c� 2 Packet Pg. 263 C.9.h inure to the benefit of Assignor,Assignee,Landlord,and their respective and permitted successors and assigns. 6. Cvu nterparls. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original and all of which said counterparts together shall constitute one agreement with the same effect as if the parties had signed the same signature page. U) IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the d year first written above. ' U -11 rya r BOARD OF COUNTY COMMISSIONERS ` M VIN MADOK, OF MONROE COUNTY, FLORIDA ERK ° ,•G�s' , air � '@•4jIPIT GOVN+ By Deputy Clerk MayorNChairman 0 2 TROPICAL WATERSPORTS, LLC, Assignor 1 ,-`�'e Witnesses J By: - Name: Title: c� �. SALUTE WATERSPORTS, ; Assi Wilne55e5 h = U) G Q/ By' ti Name: c Title:. M A t-jA6-c' CN MONROE COUNTY ATTORNEYS OFFICE n AEPPOVED A5 Tp TR �C Cl7.Jl r ice. Y 1 a ASSISTANT PATRICIA EABLLES RNEY DATE; Packet Pg. 264 inurc to the benefit of Assignor,Assignee,Landlord,and their respective and permitted successors and assigns. ED 6. Coitnterpara. This Assignment may be executed in any number of counterparts, U) 0 each of which shall be deemed an original and all of which said counterparts together shall 0 X constitute one agreement vAth the same effect as if the parties had signed the same signature e® IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the day and year first written above® a- U (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, OF MONROE COUNTY, FLORIDA CLERK ® y® Deputy Clerk Mayor Chairman 0 0 TROPICAL WATERSPORTS, I.I.C. Assignor E Witnesses ROBERT C. REXTER E Notary Public,State of Rhode I nd By- < mi5sion Expires Name: Le u a my com ....................................................................................... Title: /A f&Ro;e,4 C, 112e 0 X W E SALUTE WATERSPORTS, LLC, Assignee gr U) U) Witnesses U) By: Name: Title: CN WWOE COUINRY ATrONNETS OFFICE N.- ROVED AS TO FO�R�11 E PAT'RKNA EABLES cs ASWTAWCOLg)'T ATT:2ANEY DATE* ............ FPacket Pg. 265 C.9.h EXHIBIT"A" LEASE AGREEMENT FOR HIGGS BEACH CONCESSION dated October 17, 2018 c� A n E E x E U) U) U) CN E Packet Pg. 266 C.9.h c� LEASE AGREEMENT FOR 14IGGS BEACH CONCESSION THIS LEASE AGREEMENT is made and entered into on the 17th day of October,2018, by and between MONROE COUNTY,a political subdivision of the State of Florida,hereinafter referred to as"County"or"Lessor", whose address is 1100 Simonton Street,Key West, Florida 33041), and Tropical Watersports, LLC., hereinafter referred to as "Lessee" or "Tenant", whose mailing, address for purposes of this Agreement is 1607 Laird Street, Key West, Florida 33040; U WHEREAS, Lessor is the owner of the Clarence S. Higgs Memorial Beach Park, hereafter"Higgs Beach",that has space(s)available for mobile concessions;and WHEREAS, County advertised via the competitive solicitation process a Request for Proposals ("RFP") for Mobile Retail Merchandise or Service Concession at Higgs Beach, through which Lessee was sole respondent; WHEREAS, Lessor has negotiated the terms of the lease with Lessee to operate a 0 concession(s)at Higgs Beach in Key West, Florida,and 0 WHEREAS, Lessor desires to grant to Lessee the right to operate a concession(s) at Higgs Beach at Key West,Florida,and E WHEREAS,the Lessee desires to enter into such a lease and represents io the Lessor that it is qualified to operate a concession(s) and has the financial resources to undertake such an operation; NOW, THEREFORE, IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained,the parties do hereby agree as follows: Wi 1. Premises. Lessor hereby leases to Lessee the area identified and shown on Exhibit"A", hereafter the"Premises", for use as a Concession. Exhibit "A" is attached to this agreement and incorporated by reference. The mobile retail concession operation shall be U) located at least fifty (50) feet away from other concessions located at Higgs Beach. Lessee's concession shall be operated from the area identified as "#1" on Exhibit "A" attached hereto. Lessee's location may be relocated at the County's discretion as construction needs dictate for implementation of the Higgs Beach Master Plan as shown on Exhibit "B" attached hereto and made a part hereof. i 2. Concession Products and Services. This agreement is limited to rentals of lounge chairs, lawn/patio chairs, umbrellas, volley balls, and watersports equipment, to include Page 1 of 2Q E c� Packet Pg. 267 C.9.h single kayaks, paddleboards and inner tubes. The use of children's sand toys, floating noodles, and boogie boards are complimentary to customers.Items for sale include mask and snorkel sets, 03 Conch Republic flag towels, Panama Jack suablock, and non-exclusive Concierge services. NO OTHER SERVICES OR PRODUCTS MAY BE PROVIDED WITHOUT THE WRITTEN CONSENT OF THE COUNTY. 3. Lease D cumen . The lease documents, of which this agreement is a part, c, consists of the lease documents, which are as follows: This agreement and any amendments E executed by the parties hereafter, together with the RFP and any addenda, the response to the RFP and all required insurance documentation„ In the event of a discrepancy between the U documents,precedence shall be determined by the order of the documents as just listed. ' 4. Regulations. (a)The Lessee shall provide a list of all merchandise it intends to sell and services to be provided with pricing as shown on Exhibit "C" attached to this agreement and incorporated by reference. The County reserves the right to reject any items or services it finds inappropriate, objectionable, or not in the best interests of the County. Lessee is permitted to employ entertainment in the form of a tape/CD, [Pod, or intemet sound system. Other forms of entertainment may be permitted with the written consent of the Director of Facilities Maintenance or his designee. Where permitted, no sound source shall be permitted that is so loud that it emanates outside of the Lessee's concession space. Lessee will be responsible for 0 obtaining any and all licenses or necessary authorizations to utilize such means of entertainment as set forth herein,if applicable,and indemnify the Lessor for any claims or violations thereto. (b) The Lessee must comply with all the applicable requirements of the statutes, rules, ordinances, regulations, orders, and policies of the federal, state, county, and city governments either in effect on the effective date of this Lease or later adopted. (c) Lessee shall be required to obtain Monroe County and City of Key West Occupational Licenses before beginning operations. Lessee shall also be responsible for obtaining any additional licenses which may be required by Lessee's operations at Higgs Beach before beginning operations. A copy of all licenses must be provided to the County's contract manager within fifteen(15)days of contract award. U) U) 5. Term. This Lease Agreement shall commence retroactive to the 161h day of October, 2018, and will terminate on the I5'h day of October , 2019, unless terminated earlier under another paragraph of this agreement. This Lease may be renewed, at the County's discretion, after reassessing the terms and pending negotiations between the parties for five (5) additional, one (1) year terms upon written request by the Lessee, provided at least sixty (60) C14i days prior to termination of the Lease or any renewal thereof. i 6. Rental a d Fees. Page 2 or20 c� Packet Pg. 268 C.9.h (a)RENT: Lessee agrees to pay Lessor rent in the amount of Five Hundred and 00l100 ED Dollars ($500,00) per month, for retail merchandise or service concession space as shown on Exhibit"A".Rental payments are due by the 1"day of the month for which the rent is due and; (b) PERCENTAGE (OA) GROSS TAXABLE SALES: In addition to the monthly rental payment, Lessee agrees to pay Lessor 7.5 % of the monthly gross taxable sales. Payment of charges under this subparagraph shall be made in monthly installments. A statement, including proof of monthly revenue, itemized into categories and a log documenting days and hours of operation, shall be provided by the Lessee to the Lessor each month. The Lessee must provide the County with the sales tax records for each month or quarter U depending on filing requirements. Payment shall be made no later than the 25th day of the month payment is due, i.e. January payment by February 25, February by March 25,etc. (c)ANNUAL GUARANTEE:The Lessee agrees to pay a guaranteed minimum annual fee of 10.125% of annual gross taxable sales, or the annual monthly rental of Five Hundred Dollars ($500.00), plus the total of the 7.5% of the monthly gross taxable sales, whichever is greater. Annual gross sales revenues are determined on a calendar year basis. A calendar year shall run from January 1 st through December 31 st inclusive. 1 f t h e annual guaranteed minimum of 10.125% is applicable, payment shall be 0 made no later than the 25th day of January of the current year following the year of the aforementioned calculations. The Lessee must provide the County with the sales tax records for 0 each month or quarter depending on filing requirements and remit the difference. (d) An annual rental payment adjustment shall be made in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U} for the prior E calendar year ending on December 31st. The increase will take effect on the anniversary month of the month when the operation opened for business. In the event of a deflationary CPI-U, no adjustment in the lease amount will be made. All payments should be made payable to the Monroe County BOCC and directed to the Facilities Maintenance Contract Monitor, 1100 Simonton Street,2"d Floor,Room 2-216,Key West,FL 33040. i (e) No rent payments arc due under this agreement until the operation is open for E business. If the operation opens on a date other than the first of the month, then the rent charge will be prorated as a percentage that the number of days in the month that the operation was in U) business represents to the month as a whole. U) (f) Lessee must open the operation for business within fifteen (15) days of the effective date of this Agreement. N i (g) Lessee shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have Page 3 of 20 c� Packet Pg. 269 C.9.h reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four (h) years following the termination of this Agreement. An annual operating statement prepared by a C.P.A. must be provided to the Lessor on or before February 28 of the following year. , (h) The Lessee must pay all assessments, taxes, including sales taxes, levied by any governmental body with the power to impose assessments or taxes. The Lessee must provide the County with the sales tax records for each month or quarter depending on filing requirements as set forth in Paragraph 6(b)herein. U (i) The Lessee must provide all items and equipment needed for the operation including, but not limited to: vehicle and/or mobile cart, shelving, display cases, tables, chairs, refrigeration units,etc. Lessee's items and equipment must be removed from the Premises at the end of each day or secured in a location within Lessee's concession space, as agreed upon with the Lessor,in such a manner as to not interfere with any daily beach cleaning operations. 0) Notwithstanding anything set forth in paragraph l I of this agreement, if the Lessee fails to pay any rents or fees due under this lease within fifteen (15)days after the Lessor notifies the Lessee in writing that the rent or charge is overdue, then the Lessor may, in its 0 discretion, either immediately or later, expel the Lessee and any persons claiming the premises by or through the Lessee,and remove any of the Lessee's effects without being guilty of trespass and without prejudice or waiver to any other available remedy the Lessor might have for the recovery of the rent or charges due from the Lessee. Upon the Lessee's expulsion, this Lease will terminate. However, the Lessee's obligation to pay the rent or charges due will survive the termination. Overdue rent and charges will accrue interest beginning on the 16'h day after the Lessee was notified in writing by the Lessor that the renter charges were overdue. The interest rate will be that established by the Comptroller under Sec. 55.03, F.S., for the year in which the rent or,charge first became overdue. c� 7. Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under the Lease Agreement to the extent such failure or delay necessarily results from the occurrence of a Force Majeure Event beyond the control or reasonable anticipation of either party, including, but not limited to, compliance with any unanticipated government law or regulation not otherwise in effect at the time of execution of this Agreement,acts of God,unforeseeable governmental acts or omissions, fires,strikes,natural disasters, wars, riots, transportation problems, and/or any other unforeseeable cause whatsoever beyond the reasonable control of the parties (and such cause being referred to as a "Farce Majeure Event"). Accordingly,the parties further agree that: N i (a) Upon the occurrence of Force Majeure Event, the non-performing party shall be i excused from any further performance of those obligations under this Agreement that are affected by the Force Majeure Event for as long as(a)the Force Majeure Event continues; and Page 4 of 20 c� Packet Pg. 270 C.9.h (b) the: non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. CO U) 0 P (b) Upon the occurrence of a Force Majeure Event, the non-performing party shall notify the other party of the occurrence of such event and describe in reasonable detail the effect(s)of such event upon the party's performance of its obligations and duties pursuant to this Agreement. Such notice shall be delivered or otherwise communicated to the other party within two (2) business days following the failure or delay caused by the Force Majeure Event, or as soon as possible after such failure or delay if the Force Majeure Event precludes the non- performing party from providing notice within such time period. U A (c) In the event of a Force Majeure Event, the time for performance by the parties under the applicable statement of work shall be extended for a period of time equal to the time lost by reason of such cause through execution of an amendment pursuant to the terms of the Agreement. 8. Backgr9god Cbocks/Personnel. Lessee's employees must consent to Level 1 background checks and the results are to be provided to the County. The County reserves the right to refuse personnel based on results of the background check. The County reserves the right to demand of the Lessee replacement of an employee for the Lessee if a conflict or problem with that employee should arise. The County's Facilities Maintenance Director or his assignee 0 shall have the right to require any employee(s) of the Lessee to be permanently removed from the Higgs Beach premises whenever it appears to be in the best interest of the County. It is the E responsibility of the Lessee to inform the Facilities Director or his assignee of all new hires and the results of the background check. E (a) The Lessee will be responsible for the supervision,hiring,and firing of their own employees and shall be solely responsible for the pay, worker's compensation insurance, and benefits. c� X (b) Communication between the County Representative and the concession personnel is very important. Therefore, the Lessee must assure that at least one(1) concession personnel E can communicate well with the County Representative. Any employee hired by the Lessee will 9, be the Lessee's employee and in no way has any association with the County. The Lessee shall U) insure that its employees are trained in all appropriate safety regulations, and comply with all such applicable laws and regulations and comply with all other local, State, and Federal regulations. (c) Uniforms are preferred for concession personnel however, photo identification N i cards are required, which shall clearly identify personnel as employees of the Lessee. This i requirement shall apply upon entering County property and at all times while on duty. Page 5 of 20 E c� Packet Pg. 271 C.9.h (d) Contractor/Respondent further agrees to notify the County immediately upon becoming aware that one of its employees, who previously completed the background check, is 3 subsequently arrested or convicted of any crime, Failure by Contractor/Respondent to notify County of such arrest or conviction within forty-eight (48) hours of being put on notice by the employee and/or within five (5) days of its occurrence shall constitute grounds for immediate termination of this Lease by County. The parties further agree that failure by Contractor/Respondent to perform any of the duties described in this paragraph shall constitute a material breach of the contract entitling County to terminate this contract immediately with no further responsibility to make payment or perform any other duties described herein. U 9. Hours of Operation. The Lessee agrees to furnish good, prompt and efficient service and/or merchandise to meet all demands for concession service at Higgs Beach. Lessee shall offer quality products at competitive prices at Ieast consistent with similar goods and services presently being offered locally in other local facilities. All pricing for all goods and services are to be posted and visible for all customers. The operation must be open for service 363 days per year and will operate from 8:00 a.m., or after beach cleaning is completed, to 5:00 p.m., as a minimum, provided winds are below 15 mph (for umbrella safety) and weather permitting. Closing for Thanksgiving day and Christmas day are optional. The hours can be revised by mutual consent. For purposes of setting up the concession in the morning and closing 0 the concession in the evening, Lessee may arrive one half hour prior to, and depart no later than one half hour after,the hours of operation.The Lessee shall provide to the Lessor a monthly log 4- documenting days and hours of operation. The concession must be roadworthy to meet any FEMA requirements for evacuation from the park and, if necessary, properly registered and E licensed for over the road use. 10.Use and Conditions. (a) The Lessee must provide an adequate number of covered metal or commercial outdoor plastic waste containers at its operation. Lessee shall provide separate containers for waste and for recyclables. Lessee must deposit all trash, waste, and recyclables in those containers far proper disposition of the waste and recyclables at the place designated by the x Lessor. W e E (b) No signs, advertising, or awnings may be erected by the Lessee, unless they are approved by the Director of'Facilities Maintenance or his designee in writing, (c) The concession stand will not have commercial lighting of any type, including signage. (d) Smoking shall be prohibited by all concessionaire employees within fifty(50)feet of each concession location. Ni i (e) If the Lessee chooses to install a security alarm system, it will be of the non- audible type,and approved in writing by the County Administrator or his designee. Page 6 ong c� Packet Pg. 272 C.9.h c� (1) The rental or selling of fishing equipment will not be permitted. (g) As a protection, Monroe County takes many precautions to preserve the beaches and natural environment. The County commits to protecting Sea Turtles, other coastal wildlife and their habitat. The Lessee shall also coordinate and cooperate with State Agencies and sea turtle conservation groups during turtle nesting season,April 15 through October 31,when Save- a-Turtle representatives and/or Certified Turtle Inspectors, are walking the beaches. It is important that the Lessee understand these environmental regulations. U (h) The Lessee is responsible for the sole costs and expenses and any maintenance of the Lessee's operation, including any utilities required for its operation and the equipment used by Lessee and/or offered for rental. All accessories and equipment applicable to Lessee's concession operation(tables,canopies, chairs,etc.)shall be clean and in good working condition at all times. All rental equipment shall meet strict safety standards, and equipment which is broken,or a potential safety risk, shall be removed immediately.The Lessee will be responsible for insuring equipment is safe and meets all regulated safety requirements. Facilities Maintenance Director or Assignee reserves the right to remove equipment from the beach at any time if it does not meet minimum service or appearance standards. 0 11. Lessor's Termination. Except as otherwise provided herein, the Lessor may 0 cancel this agreement when,after giving the Lessee thirty(30)days' written notice that an act of default has occurred,the Lessee fails or cannot cure the following: (a) The appointment of a receiver of the Lessee's assets. (b) The divestiture of the Lessee's interest in the lease by court order or other operation of law. (c) The Lessee's abandonment of the operation. Failure to open the operation and keep it open during the business hours described in this agreement for seven(7)consecutive days shall constitute abandonment. (d) The failure of the Lessee to timely perform any of the obligations required of it under this agreement. e No waiver of default by the Lessor of any of the obligations required of the Lessee under this agreement may be construed as a waiver of any subsequent default of any of the obligations that are required to be performed,kept or observed by the Lessee. The Lessor's waiver of an act of default by the Lessee is not a waiver of the right of the Lessor to later cancel this agreement because of the Lessee's failure to subsequently perform an obligation or obligations under this Lease Agreement ' N i 12. Lessee's Termination. if the Lessee is not in default of its obligation to pay the rent and the charges, then the Lessee may cancel this agreement when, after giving the Lessor E Page 7 of20 Packet Pg. 273 C.9.h thirty (30) days written notice of an act of default, the Lessor fails or cannot cure, or fails to timely perform,the obligations required of it under this Lease Agreement. 13. Insurance. Before entering the Premises, the Lessee must obtain insurance in the amounts and according to the conditions described as follows: a The Lessee will be responsible for all necessary ( ) p insurance coverage which includes,at a minimum: Worker's Compensation-$100,000 Bodily Injury by Accident; $500,000 Bodily Injury by Disease, policy limits; U $100,000 Bodily Injury by Disease,each employee Vehicle Liability-$300,000 combined single limit General Liability-$300,000 combined single limit Certificates of Insurance must be provided to Monroe County within fifteen (15) days after award of proposal, with Monroe County BOCC listed as an additional insured on all policies, except Workers Compensation. If the proper insurance forms are not received within the fifteen (15)days, the proposal may be awarded to the next selected respondent. All forms of insurance required above shall be from insurers acceptable to the County. Lessee cannot begin operating until Certificates of Insurance have been received by the County. The Lessor, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Lease. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days' prior E notification is given to the County by the insurer. (b) The Lessee must keep in full force and effect the insurance described during the term of this agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Lessee must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department or the racilities Contract Manager, as appropriate,whenever acquired,amended,and annually during the term of this Lease. E (c) The insurance required of the Lessee in this paragraph is for the protection of the County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of the Lessee. The insurance requirements of this paragraph do not make any specific injured member of the general public a third party beneficiary under this agreement. Therefore,any failure by the County to enforce this paragraph,or evict the Lessee if ' the Lessee becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a i specific member of the general public or his/her dependents,or estate,or heirs. e Page S of 26 E p Packet Pg. 274 C.9.h w c� (d) Notwithstanding anything set forth in paragraph 11 of this agreement,the Lessor may treat the Lessee in default if the Lessee, after entering the premises but before beginning its operation, does not have the insurance required by subparagraph 12(a). Before the County may T terminate the agreement in this situation, the County must give the Lessee a written notice of the default stating that, if the required insurance is not obtained within ten(10) days of the Lessee's U) receipt of notice, then the County will cancel this agreement. The County may treat the Lessee in default and cancel this agreement if the Lessee,after starting the operation, fails to keep in full force and effect the insurance required by subparagraph 12(a). Before treating the Lessee in default and terminating the agreement in this situation,the County need only provide the Lessee t- 24-hour notice by E-Mail or overnight courier, The County may, but need not, provide Lessee with an opportunity to cure the default. 14. Non-Exclusive Rights. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of Higgs Beach. 15. Rights Upon Termination; At the end of this agreement (or any renewal), the Lessee's right to the Premises, the use of Higgs Beach facilities,and any other right or privilege granted under this agreement ceases. All equipment, improvements, furnishings, and other property of the Lessee at the Premises are personal to the Lessee and remain the property of the Lessee and must be removed by him/her. The Lessee must also restore the Premise to its original condition, ordinary wear and tear and damage by causes beyond the control of the Lessee, e excepted. 16. County's Right of Entry. Lessor reserves the right hereunder to enter upon the Premises at any reasonable time, with advance notice, for any purpose connected with the performance of the Lessor's obligations under this agreement or in the exercise of its governmental functions. i 17. AssignmeaL The Lessee may not assign this agreement, or any part of it, or sublease the Premises,or any portion of the Premises,without the written approval of the Lessor. The change of the Lessee's status from an individual to a partnership or corporation is an assignment under this paragraph requiring the Lessor's approval. If the Lessee is approved to do business in the corporate form, any assignment of a controlling interest in the corporate stock is also an assignment under this paragraph that requires the Lessor's approval. All the obligations of this agreement will extend to the legal representatives, successors, and assigns of the Lessee ' and Lessor. N i 18. lndemnificnti nol Harml efease. The Lessee covenants and �I lH agrees to defend,indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials,agents,servants,and employees from any and all E Page 9 of 2Q Packet Pg. 275 C.9.h claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage(including property owned by Monroe County) and any other losses, damages, costs, penalties,and expenses(including attorney's fees) which arise out of, in connection with, or by reason of the Lessee utilizing the property governed by this lease/rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. c� 19. Nondiscrimination. Lessee agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without U any further action on the part of any party, effective the date of the Court order. Lessor and Lessee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited (o: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race,color,religion,sex,and national origin;2)Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973,as amended (20 USC s. 794), which prohibits discrimination an the basis of handicaps; 4) The Age Discrimination Act of 1975,as amended(42 USC ss.6101-6107)which prohibits discrimination on the basis of age;5) a The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health c Service Act of 1912,ss. 523 and 527(42 USC ss. 690dd-3 and 290ee-3),as amended,relating to E confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10)Monroe County Code, Chapter 14, Article 11,which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity Wi or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Lease. E c 20. Mechanic's Liens. The Lessee shall not permit any mechanic's lien or liens to U' be placed on the Premises or on improvements thereon. If a mechanic's lien is filed, it shall be the sole responsibility of the Lessee or its officer, employee, agent, contractor, or other representative causing the lien to be filed to discharge the lien and to hold harmless and defend Monroe County against enforcement of such lien. Pursuant to Section 713.23, Fla. Stat., the CN liens authorized in Chap.713,Fla. Stat.does not apply to the Lessor. i 21. Records — Access and Audits. The Lessee shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with Page to or2O Packet Pg. 276 C.9.h generally accepted accounting principles consistently applied and maintain such records for a period of four (4) years alter termination of this Lease. The Lessor, its officers, employees, 3 agents, and contractors shall have access to the Lessee's books, records, and documents related to this Lease upon request. The access to the inspection of such books, records, and documents by the Lessor shall occur at any reasonable time. U) 22. Relationship of Parties_ The Lessee is, and shall be an independent contractor and not an agent or servant of the Lessor. The Lessee shall exercise control, direction, and supervision over the means and manner that its employees, agents, or volunteers perform the work for which purpose this Lease is entered. The Lessee shall have no authority whatsoever to U act on behalf and/or as agent for the Lessor in any promise, lease, or representation other than specifically provided for in this Lease. The Lessor shall at no time be legally responsible for any negligence on the part of the Lessee, its employees, agents, or volunteers resulting in either bodily or personal injury or property damage to any individual,property,or corporation. 23. Subordination; This Lease is subordinate to the laws and regulations of the United States, the State of Florida, and Monroe County, whether in effect on commencement of this Lease or adopted after that date. 0 24. Premises to be Used Tor Lawful Purposes. It is expressly covenanted between the parties hereto that the Lessee will not use,suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property,nor for any purpose or use in violation of the laws of the United States, or of the State of Florida, or of the Ordinances of Monroe County, Florida, or the City of Key West, Florida. Lessee will keep and save the Lessor forever harmless fmm any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of Lessee and Lessee will indemnify and save and keep harmless the Lessor against and from any loss, cost, damage, and expense Arising out of any accident or other occurrence, causing injury to any person or property whomsoever or whatsoever,and due directly or indirectly to the use of the leasehold Premises or any part thereof Wi by Lessee. E 25. Limitation of Lessor's Liability,;, It is further agreed that in no case shall the Lessor herein be liable, under any express or implied covenants in the Lease, for any damages whatsoever to the Lessee beyond the rent reserved by the Lese accruing,for the act, or breach of covenant, for which damages may be sought to be recovered against said Lessor, and that in the event said Lessee shall be ousted from the possession of said property by reason of any defect in the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall not be required to pay rent under this Lease while it is so deprived of said property, and that said Lessor shall not incur any liability as a result of such ouster. E Page 11 of zo Packet Pg. 277 C.9.h v c� 26. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 27. Severability. If any term,covenant,condition,or provision of this Agreement(or the application thereof to any circumstance or person)shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions, and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition, and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,,covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. Lessor and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. e 29. Bindina Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of Lessor and Lessee and their respective legal representatives,successors,and assigns. 0 29. Authority. Each party represents and warrants to the other that the execution, 0 delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action,as required by law. e 30. Claims for F d ral or State Aid. Lessor and Lessee agree that each shall be, E and is,empowered to apply for,seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 31.Ad'udieati n of Digingtes or Disagreements. Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions WI between representatives ofeach of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 32. Coo oration. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, Lessor and Lessee agree to participate, to the extent required by the other party, in ' all proceedings,hearings,processes,meetings,and other activities related to the substance of this Agreement or provision of the services under this Agreement. Lessor and Lessee specifically i agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. E Pqc 12 of20 Packet Pg. 278 C.9.h 33. Covenant of No Interest. Lessor and Lessee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and the only interest of each is to perform and receive benefits as recited in this Agreement. 34. Code of Ethic. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation;misuse of public position,conflicting employment or contractual relationship;and U disclosure or use of certain information. 35. No Solicitation/Payment. Lessor and Lessee warrant that, in respect toltself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Lease Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement For the breach or violation of this provision, Lessee agrees that Lessor shall have the right to terminate this Agreement without 0 liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,commission,percentage,gift,or consideration. e 36. Public Access. The Lessor and Lessee shall allow and permit reasonable access e to, and inspection of, all documents, papers, letters or other materials in its possession or under E its control subject to the provisions of Chapter 119,Florida Statutes,and made or received by the Lessor or Lessee in conjunction with this Lease; and the Lessor shall have the right to unilaterally cancel this Lease upon violation of this provision by Lessee. 37. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, X Florida Statues, the participation of the Lessor and the Lessee in this Agreement and the Wi acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Lessor be required to contain any provision for waiver. U) U) 38. Erivileses and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation,and other benefits which apply to the activity of officers, agents,or employees of any public agents or employees of the Lessor, when performing their respective functions under this Agreement within the territorial limits of the Lessor, shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the Lessor. E Page 13 of 20 cis Packet Pg. 279 C.9.h c� 39. Legal Obli ations and MiDonsibilifies. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any g' participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Lessor, except to the extent permitted by the Florida Constitution,State Statute,and case law. A 40. Non-ReHoUce by Non-Parti s. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and Lessee agree that neither the Lessor nor Lessee or any agent,officer,or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 0 41. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. E 42. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe County in his or her individual capacity, and no member, officer,agent,or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement X 43. ExtEution in Counterparts. This Agreement may be executed in any number s of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. U) 44. Other Use. Lessee shall not use or permit the use of the Premises or any part thereof for any purpose or use other than an authorized by this Agreement. 45. Earaaraph Headings. Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph. i 46. Notices. Any notice or other communication from either party to the other pursuant to this Agreement shall be sent by United States Mail,certified return receipt requested, E Page 14 of 24 Packet Pg. 280 .. C.9.h or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice shall be sent to the following addresses: For Lessor. For Lessee: Monroe County Public Works Facilities Contract Monitor Chris Lembo 1100 Simonton St. 1607 Laird Street 2"a Floor,Room 2-216 Key West, FL 33040 Key West, FL.33040 305 304-0093 U A And Monroe County Attorney Post Office Box 1026 Key West,FL 33041-1026 47. Rights Reserved. Rights not specifically granted to Lessee by this Lease are 0 reserved to the Lessor. c" 0 48. Governing aw, Venue, lute tation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative a proceeding is instituted for the enforcement or interpretation of this Lease Agreement,the Lessor and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. i 49. Attorney's Fees aad Costs. The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to U) reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party,and shall include attorney's fees,courts costs, investigative,and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. i Page is or20 Packet Pg. 281 C.9.h c� 50. Mutual Rlvierv. This Agreement has been carefully reviewed by the Lessee and 03 the Lessor. Therefore, this Agreement is not to be construed against either party on the basis of authorship. 51. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto,and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners,and signed by both parties before it becomes effective. A 52. Final Understanding, This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. e e 0 0 .. e [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] e c� X i e E e U) U) U) cN i i 4i e E Page lb or2o Packet Pg. 282 C.9.h c� IN WITNESS WHEREOF, each party has caused this agreement to be executed by a a�pthorized representative. =s ° LESSOR BOARD OF COUNTY COMMISSIONERS e .• VIN MADOK,CLERK OF MONROE COUNTY,FLORIDA p q W By: $y � Deputy Clerk Mayor/Chairman a -n r� F= ors rn v r7 1 n� - :CM zo Witnesses for Lessee: LESSEE: =� c7 TROPICAL WATERSPORTS,7Zi e v o 0 Signature person authorized to e Signature legally bifid Corporation II // Date: Lam.. S a Print Name Date Print Name Title Address: /�9�7 <4'+rZj5t FC Signature 3Os-3n4 --004 3 [� Telephone Numbcr Print Name Date e U) U) U) MOkfflOE COUNTY ATMRNEIPS OFFICE F4p1►®AS F fill_ ) � p `� PATRCIA EABM t� .I o C ASBISTAfiIT COU�Y NEY I() QATE: , 10-5-1 �i e E Page 17 of 20 Packet Pg. 283 C.9.h a� 1 c� Exhibit A HIGGS BEACH SITE PLAN �ens®:tt►ts:srii my � NOlIROEWUNIYPAOJECi � !IAlbAGpJElIr 7t BEACH{ytAlR COHCE.SSAHS ✓r2 COMSM STORAGE M ILSi U a I If � BFSrAUPAW CX*TM COHC,SLAG LLYBAL : CI � tlEACF{ L r \ 0 txrkRet+r taw Ktt wAr-tR {1 11 E E ,YrIR GL1iPM11 a[Y,LL FGL K�UGL�OCCK BF"t�ly.E�pyt&G oESiGNti ORIGMALWAIIKGHWA:FA ?dESEMUDFRpUTM 'ItA1ti<MtEA SMORDje c� f I FLOAT tm �EcutB+GSMALL SCWPMRVPORrS U) c14 I Page IS of 20 Packet Pg. 284 Y' Y y A- •b h a TM Gila• �, A, q A r • A 1I JINI im 1f6. 4+ I C.9.h c� "EXHIBIT C" Tropical Watersports Price List(all prices include sales tax) 2 Chairs and 1 Umbrella $20 U) Single Lounge Chair $10 Late day single chair(after 3.00) $5 U Late day set(after 3:00) $10 Umbrella $10 Kayak $10/per hour Paddleboard $201per hour Mask&Snorkel set $15 Conch Republic flag towel $12 0 Panama Jack Sunblock $10 Volleyball rental $3 Inner tube rental $5 for 2 hours Outside watersports priced by outside vendors c� x i E CN i i Page 20 of 20 Packet Pg. 286 C.9.h L -01 DAME CERTIFICATE OF II � LO �17� 1oorr� THIS CERTIFICATE 1 ISSUED S A F INFORMATION ONLY CONFERSRFTU CTFiCA i I CERTIFICATET AFFIRMATIVELY ELT O l AFF EBELOW. THISCERTIFICATE OF INSURANCE DOES T CC A CONTRACT E ISSUING I SU E ( ) REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE Lid 1 T NT< ff the Certificate holder Is an ADDITIONAL INSURED,the fl (fes)must have ADDITIONAL INSURED provisions or hen oCD If SUBROGATIONIS WAIVED, subject to the terms and conditions o a policy, In is®lisle yquiro an endorsement A statement on this cartIficate does not confer rib the ca i to alder IrI Ilau sctch en a slat s. PRODUCER is phi K Insurance Services a Division of I A a FAX 1e s ve s Hi h Ns, e Marathon,FL 330 S.CO tti S AFF C Gfi § NAIC S U INSURER A.Covin tNrl Ci i Iris n0 an 1027 INSURED e Salute a 9Tho Street C C t3 Key Wast,FL 33040 iiasu o Re: � INSURER F: (� C E T O �IS15O CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW BEEN ISSUED TO E INSURED NAMED A THE TO HCICPROf IINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENTRESPECT WHICH THIS � � CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES; DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS11-1,"111111-111 . ap IN ..v. ,_m,. .... ,. T9fP�OFBM E ..,,,�.... .LML .,��..,. ,,,,,,�„,,,,,,�,...�.....,,.�„ �LOSI$�Fio _.,.,IJIJbta .,...,.n.,, P �� J �,� LIMITS d2 A IMMEfFLtAL GENERAL L1AEtLIi J � i S 500,000 CLAIMSMADE 0 DeCUR X (,VBA7097S500 711712019 711712020 O r D ' 100®o� a D M .�Fl d an1r m ryirM *�.. 5,000 mn r l JU �sroi Gr , r ,.ER'L�ALtC T Ur MIrT APP 61 X 500LAC r� AR WQSQZ UASiLITY o �,..: GMR—WD� SI t.E LIMA a.a uPdECb SC� ClLdLE® �l a�� 041?0NLY AUT tl ,yuJ P1[Vy �Y reua9 i�imY �... A ON Y C P CiPET it I1ii —= �............. o UMBRELLAIJAB OCCUR T ,�,•,,., 11 t'.R4:E$SC9AB �CLAUAS•MADE �°��„' . ot� U DELI , RETENC.,m.,,o „TN WORKERS COMPENSATION w f T ° AI 'L3 d2 fbadY PRoPR[ErOsirRARTtdEIECtiYIWE a mnFI5ERIPIPM F3a EXCLUDEM N i A itrar4 n I qgaR ,i Ltl I eu mmmm �m mm a� m ,. M ,m ,,,,, .,.�„m mr„ m.. ..................................DESCRIPTION OF holder SiLOCATIONS! ICt SIAC6 lei,Addil i e r Schwd^ y atncn a space real The ca ifi is named additional Insured on the general liabilitypolicy r for IS 2011 0413. i) in J CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES DE CANCELLED BEFORE F E EXPIRATION DATE THEREOF, NOTICE WILL DE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHGRRED REPRESENTATIVE Munroe County Board of County Commissioners 1100 Simonton St c� m ACORD 25(201610 ) 168®2015 C CORPORATION. All rightsreserved. The ACORD name and logo are registered ar of ACORD Packet Pg. 287 MONROE COUNTY,FLORIDA U) REQUEST FOR WAIVER OF INSMLANCE REQUIREMENTS It is requested ftt ft insumme requirements,as specified in the County's Schedule of titsunince Requirements,be waived or modified an the fbilowing contracL 0 U) ContractorMaidor ca Pr�j ector Servicir. ........... contracloovendor CL Add ms&Phone W.-eyde�- tq� ks ..........................I................................. weer ....................".—................. GeneW Scop ol'Wor6; ........................ .... ........................... ............ .............. Reason for Waiver or Modiflcation; .............. ........... 0 .......... ..... ............................................................................................ ........... M ---------------.................................... L- 0 4- Policies Waiver or Modification will apply to: ..... .......................... ........................... .............................. ..................... E .................... -------------- A Signature of ContlectodVandor; E Not Approved Dole Approv Risk Management Sig Dale: as County Administrator appeal. W I ® Not Approved. 0 E Dole: Board orcounty commissionerl;appeal. Approved: Not Approved: Meeting to 0) ................ ................ 7 N AdmmW:ali v:Irtiirucaii 7500.71 (firo afi�j E Packet Pg. 288 • t C 9.i 2-7 AAAr AGREEMENT FOR PURCHASE AND SALE OF ASSETS U) THIS AGREEMENT FOR PURCHASE AND SALE OF ASSETS ( "Agreement") is entered into as of the day of June, 2019, by and among TROPICAL T S T , � LLC, a Florida limited liability company, as Seller and CHRISTOPHER J. LEMBO, as Member � (collectively referred to herein as "Seller"), and SALUTE.WATERSPORTS, LLC, as Buyer (hereinafter referred s "Buyer"). U A RECITALS- WHERE-AS, uyer desires to purchase from Seller and Seller desire to sell to Buyer, certain of the Assets (as hereinafterdefined) owned Seller and used in the operation of the business located on Higgs Beach at 1000 Atlantic Boulevard, Key West, FL knownas "Tropical Watersports Key West"(the"Business"), and WHEREAS, as a material inducement to Buyer to purchase the Assets, SeHer desires to a e certain representations warranties and agrees to be bound by certain covenants and 0 obligations as liereinafter provided. X 0 4- THEREFORE, consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement,the partieshereby agree as follows: E l m ---ss_--s. Assets to be Included in the Purchase. Subject tote terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, n liv to Buyer, and Buyer agrees to purchase from Seller, assets aud properties owned by Seller and used in the Business,tangible or intangible, as the same shall exist at the close of business on the closing ate (the assets beingtransferred hereunder are collectively referred to as the "Assets") including, without limitation, the following: ( ) All items referencid on the Equipment List attached hereto as Exhibit "A", including ut not limited to:a Trailer Hut Tiny House,a golf cart,beach lounge chairs an cushions,custom umbrellas,kayaks,paddleboards,lay do chairs,inflatable ,tools compressor, driUsljacktlocks, cabinets/cash drawe , umbrella cart-beach e1 , paddleboard rack,iyte for retail sale(including as snorkel sets,towels,sun lock), volley s, beach and waters ports equipment, and any and all other tangible persa property situated on Higgs Beach at 1000 Atlantic:Boulevard,Key West, FL and usedin 0 the Business and as exist as of the Closing Date; and (b) All ofSeller's right, title, and interest in that certain e Agreement dated October 17,2018(the"Lease),by and betweenMonroe County,a political subdivision of 0 the State of Florida, as Lessor and Seller, for lease of premises on Higgs Beach for the operating of concessions as described in the ease, an N v t E c� Packet Pg. 289 U) (c) To the extent assignable, all licensej-', permats, and approvals issued by any governmental or regulatory authority which are assignable and which relate to the Business. U) At closing, the Assets shall be conveyed to Buyer free and clear of all liens, pledges, security interests,charges, claims, restrictions and encurnbrances of any nature. 2. PurchasePrice. Buyer promises to pay to Seller,Twenty-Five Thousand and 00/100 Dollars ($25,000.00) for the purchase of the Assets. Upon execution of this Agreement, I�uyer U shall place on deposit with Escrow Agent, Oroe peza, Stones & Cardenas, PLLC an earnest money deposit in the amount of Five Thousand and 00i 100 Dollars ($5,000.00) (the "Escrow Deposit") which shall be applied to the Purchase Price on the Closing Date,subject to the terms and conditions herein. On the Closing Date,in addition to the Escrow Deposit,Buyer shall pay Twenty Thousand and 00/100 Dollars ($20,000.00) in cash, by wire transfer of immediately available funds (the "Closing Payment") I Continggucy- This Agreement and Buyer's obligation to close hereunder, is contingent upon Buyer's receipt of approval and written consent to assignment of the Lease from Seller to Buyer from the Board of Commissioners of Monroe County,Florida. 0 Personal ProDeLl] Taxes, Buyer shall not be responsible for any of Seller's obligations 0 for business, withholding, income or other taxes whatsoever,or any taxes of any kind concerning the Business or the As is used in the Business that are related to any period before the closing E date, Seller shall not be responsible for any of Buyer's taxes. E 4. No General Ass urrintion of Liabilities. Buyer shall not assume, pay, or discharge any debts,cab ffaations,contracts,loans,commitments,undertakings or liabilities of Seller. U) 5 Rgpws�ratations of S�llr. Seller and Member represent to Buyer that the following facts and circumstances are, and at all times up to the clo U)sing date will be, true and correct, Each U) representation set forth herein shall survive the closing. 0 5.1. Oivanization and Authoritv of Seller. Enforceability. Tropical Waterspons, UC, a Florida limited liability company, is duly organized, validly existing, and in good standing under the laws of the state of Florida. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consurarimte the transactions contemplated hereby.The execution,delivery and performance by Seller and Member of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action an the part 0 of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller,and(assuming due authorization,execution and delivery E by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller,enforceable against Seller in accordance with their respective terms. 5.2 Title to Assets and Condition. Seller and/or Member has/have good and N W marketable title to all of the Assets, whether tangible or intangible. AM of the Assets are Q 2 E ca Packet Pg. 290 16 U) free and clear of mortgages, liens, pledges, 2) cliarges, encumbrances, equities, claims, 0 " " . covenants,conditions or restrictions except for current taxes not yet due and payable. All X tangible personal property used in tile Business is s in good operating condition and repair, ordinary wear and tear excepted. U) 5.3 Comnliance with Laws. The Business, Seller and/or Member have complied with and is/are not in violation of,applicable federal,state,or local statutes,law and regulations (including, without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting the Assets or the operation of the Business. All transfer, sales, use, U stanip, registration, and other such taxes and fees incurred in connection with this Agreement and the documents to be delivered hereunder shall be bome and paid by Buyer when e® 5.4 Comoliance with Lease Terms. The Business,Seller and/or Member have complied with and is/are not in violation of or default in the payment of any amounts due or any covenant or condition required under the to of the Lease. 5.4 Condition and Sufficiengy of®Assets. The Assets are in good condition and are adequate for the uses to which they are being put, and non'e of such Assets are in need of 0 (U maintenance or repairs except for ordhiary, routine maintenance and repair's that are not L- 0 material in nature or coast® The Assets are suffloient for the continued conduct of the 4- Business after the Closing in substantially the same manner as conducted prior to the Closing and c nstitute all of the rights, property and assets neemary to conduct the E Business as currently conducted. E 5e5 Retail Inventor. All retail inventory included in the Assets consist of a quality and qulintity usable and salable in the ordinary course of business. 5.6 Non-foreign Status. Seller is not a "foreign person" as that to is used in Treasury Regulations Section I.1445-2. 4- 53 Legal PEgggqdig . There is no claim, action, suit,proceeding or governmental 0 investigation of any nature pending or, to Selices knowledge, threatened against or by Seller relating to or affecting; the Assets, or that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to,or serve as a basis for,any such actiorn® Seller and/or the Business is/are not in default with respect to any order,writ,injunction or decree of any federal, state, local or foreign court, department,agency or instrunientafity. 6. Ltidemnification. 0 6.1 Seller's Inderruifficatio1p Obligation. Seller shall indemnify and hold harmless E Buyer, its officers, directors, employees,,agents, successors, and assigns, against and in respect of any and all direct or indirect damages,claims, losses, liabilities and reasonable expenses arising as a result of any actions,or inactions.of Seller prior tote closing. 6.2 Buyer shall indemnify and hold harmless N Seller, its officers,directors, employees,agents,successors,and assigns against and in 3 E ca Packet Pg. 291 U) respect of any and all direct or indirect damages,claims or liabilities arising after the date 0 2M of closing. 7° Covenant Not to Compete. As a substantial and material inducement for Buyer to U) enter into this Agreement, Seller covenants and agrees that, fora period of three years from and after closing, Seller and Member shall not, directly or indirectly, own, manage, operate, control, finance or participate in any business which*provides products or services which are the same or similar to the business being conducted by the Buyer within Monroe County, Florida. Seller E: further covenants and agrees that Buyer's remedy at law for a breach of this covenant not to compete U will be inadequate to compensate Buyer for damages resulting from such breach and that Buyer shall, in addition to all other remedies at law and equity, be entitled to injunctive relief to prevent a breach and to secure the enforcement hereof. 76 S. Waiver of Jmry Trial. Each party acknowledges and agrees that any controversy 3: 0 which. may arise under this Agreement is likely to involve complicated mid difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial byJury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. 0 9. Governin r aw / Forum Selection / Attorney's Fees. This Agreement shall be governed by the laws, including conflicts of laws,of the State of Florida,as an Agreement between 0 residents of the State of Florida to be performed in the State of Florida. If a party brings an action to enforce the provisions'aft is Agreement,such actions all be brought in Monroe County,Florida E and the prevailing party to such dispute shall be entitled to recover from the losing party reasonable attorney's,fees and cost. E 10. 'bosin". Closing shall occur at the law offices of Oro peza, Stones & Cardenas, PLLC, 221 Simonton Street, Key West, Florida 33040, on or before July 19, 2019 or two (2) U) business days following approval of assignment of the Lease,whichever shall last occur. 0 U) U) 11. Closing---Deliverables. At thb Closing, Sellers all deliver to Buyer the following: en G) a Bill of Sale duly executed by Seller,transferring the Purchased Assets to Buyer; (ii) a Closing Statement; U) (iii) an Assignment of the Lease, so long as Monroe County has approved and consented to such assignment; (iv) an Assignment and Assumption Agreement duly executed by Seller,effecting the assigninent to and assumption by Buyer of the Assets; 0 (v) an LLC certificate and resolution consenting to the herein contemplated sale; E (vi) a Release and Consent to use of the Company name: "Tropical Waters ports"and derivations thereof, and (vii) such other customary instruments of transfer,ass urnption, filings or documents,in form and substance reasonably satisfactory to Buyer,as may be required to give effect to this A&rrcement. CN 4 E Packet Pg. 292 At the Closing,Buyer shall deliver to Seller the following: X (i) the Purchase Price, the Assignment and Assumption Agreement duly executed by Buyer; (ii) a Closing Statement; (iii) an Assumption of the Lease,so long as Monroe County has approved and consented to the assignment of same; and (iv) such other customary instruments of transfer,.assumption,filings or documents,in E form and substance reasonably satisfactory to Buyer,as may be required to give U effect to this Agreement. IN WITNESS WHEREOF,we have hereunto set our hand and seals on the date first above written. SELLER: TROPICAL WATERSP RTS,LLC, 0 By: 04- 0 E CHRI OP HER J. LEM-130,Managing N Me er E ME MBE U) U) ............. U) CHRISTOPHE�J EMBO, Individually < 4- 0 U) BUYER: 2- SALUKTATERS ORTS,LL a orrid ited CL . _ m Y� L- liabil' company, 0 E By:. 2 M 47HARD HATCH,Kana'gin'g ember N E Packet Pg. 293 EXRMiT "A" w U) o m U) m c� o a a o a - a o 0 0 0 uai Ui in efl mN Ln m t3 e rr' ri an u m ov in in � in V). A^ o 0 0 o a O 0 0 a 0 D 0 csa 0 Ln a 0 o sn 0 0 a o c, tn N w o r ri 00 N m � in r N to an to uti tsx +n envvin in A4 a -V;j a a o 0 0 o a a o o 0 0 0 0 a 0 0 0 c 0 a ® ® o o a 0 Oa se Ln rV cn n r1 O m 0 0 , E ry a " 0T-4 N rW Ln n w oq %►� a ri n N` et ofl %D rrV dS rV to Cr 0 a c, U J All A^ An kyl, in ih in in in An in in 4^ ,iA Cl. � o 0 o a o o �'i �+' o o U) N o4 mo m n o a ao oa oa0 e) r; U) `•, n 0 o « a w to to vt V'll to in in vF to to to to m M o � Im v c� CL L- 0 N u o �.1 a t! ` w a sv` .s ® I,- CN 0CD u 0 m U m a ` Ea °' °co t: � ® w a R ® M E o m z s N9 a "I r` M° v a a Packet Pg. 294 ecJ�couRraco 0.6° °°F Kevin Madok, CPA •:o ....:. �� Clerk of the Circuit Court&Comptroller—Monroe County, Florida ~Roe cou U) L59 L59 U) DATE: October 23, 2018 TO: Alice Steryou Contract Monitor U FROM: Pamela G. Hancoa.C. SUBJECT: October 17''BOCC Meeting ra Attached is a duplicate original of Item S3, one year Lease Agreement wide Tropical Watersports, LLC,for a mobile retail merchandise or service concession at Higgs Beach,for your handling. 0 Should you have any questions, please feel free to contact me at ext. 3550. Thank you. 0 E 0 CL 2 CL 0 cc: Facilities Supervisor County Attorney Finance E File 00 E KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-8 Packet Pg. 295 C.9.j U) LEASE AGREEMENT FOR HIGGS BEACH CONCESSION c� THIS LEASE AGREEMENT is made and entered into on the 17th day of October, 2018, , by and between MONROE COUNTY,a political subdivision of the State of Florida,hereinafter U referred to as "County" or"Lessor", whose address is 1100 Simonton Street,Key West, Florida 33040, and Tropical Watersports, LLC., hereinafter referred to as "Lessee" or "Tenant", whose mailing address for purposes of this Agreement is 1607 Laird Street, Key West, Florida 33040; WHEREAS, Lessor is the owner of the Clarence S. Higgs Memorial Beach Park, hereafter"Higgs Beach",that has space(s) available for mobile concessions; and WHEREAS, County advertised via the competitive solicitation process a Request for 0 Proposals ("RFP") for Mobile Retail Merchandise or Service Concession at Higgs Beach, through which Lessee was sole respondent; o g P WHEREAS, Lessor has negotiated the terms of the lease with Lessee to operate a concession(s)at Higgs Beach in Key West, Florida,and WHEREAS, Lessor desires to grant to Lessee the right to operate a concession(s) at Higgs Beach at Key West, Florida,and 0 WHEREAS, the Lessee desires to enter into such a Iease and represents to the Lessor that it is qualified to operate a concession(s) and has the financial resources to undertake such an operation; 2 NOW, THEREFORE, IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained,the parties do hereby agree as follows: , 1. Premises. Lessor hereby leases to Lessee the area identified and shown on Exhibit "A", hereafter the "Premises", for use as a Concession. Exhibit "A" is attached to this agreement and incorporated by reference. The mobile retail concession operation shall be located at least fifty (50) feet away from other concessions located at Higgs Beach. Lessee's concession shall be operated from the area identified as "#l" on Exhibit "A" attached hereto. 00 ®' Lessee's location may be relocated at the County's discretion as construction needs dictate for implementation of the Higgs Beach Master Plan as shown on Exhibit "B" attached hereto and made a part hereof. 2. Concession Products and Services. This agreement is limited to rentals of lounge chairs, lawn/patio chairs, umbrellas, volley balls, and watersports equipment, to include Page 1 of 20 Packet Pg. 296 C.9.j U) single kayaks, paddleboards and inner tubes. The use of children's sand toys, floating noodles, and boogie boards are complimentary to customers. Items for sale include mask and snorkel sets, Conch Republic flag towels, Panama Jack sunblock, and non-exclusive Concierge services. NO OTHER SERVICES OR PRODUCTS MAY BE PROVIDED WITHOUT THE WRITTEN CONSENT OF THE COUNTY. c� 3. Lease Documents. The lease documents, of which this agreement is a part, consists of the lease documents, which are as follows: This agreement and any amendments executed by the parties hereafter, together with the RFP and any addenda, the response to the RFP and all required insurance documentation. In the event of a discrepancy between the documents,precedence shall be determined by the order of the documents as just listed. 4. Regulations. (a)The Lessee shall provide a list of all merchandise it intends to sell and services to be provided with pricing as shown on Exhibit "C" attached to this agreement and incorporated by reference. The County reserves the right to reject any items or services it finds inappropriate, objectionable, or not in the best interests of the County. Lessee is permitted to employ entertainment in the form of a tape/CD, IPod, or internet sound system. Other forms of 0 entertainment may be permitted with the written consent of the Director of Facilities Maintenance or his designee. Where permitted, no sound source shall be permitted that is so loud that it emanates outside of the Lessee's concession space. Lessee will be responsible for obtaining any and all licenses or necessary authorizations to utilize such means of entertainment as set forth herein, if applicable, and indemnify the Lessor for any claims or violations thereto. 1 0 (b) The Lessee must comply with all the applicable requirements of the statutes, rules, ordinances, regulations, orders, and policies of the federal, state, county, and city governments either in effect on the effective date of this Lease or later adopted. 2 CL (c) Lessee shall be required to obtain Monroe County and City of Key West Occupational Licenses before beginning operations. Lessee shall also be responsible for obtaining any additional licenses which may be required by Lessee's operations at Higgs Beach before beginning operations. A copy of all licenses must be provided to the County's contract manager within fifteen(15)days of contract award. ' 5. Term. This Lease Agreement shall commence retroactive to the 10 day of October, 2018, and will terminate on the 15"' day of October , 2019, unless terminated earlier00 � under another paragraph of this agreement. This Lease may be renewed, at the County's discretion, after reassessing the terns and pending negotiations between the parties for five (5) N additional, one (1) year terms upon written request by the Lessee, provided at least sixty (60) days prior to termination of the Lease or any renewal thereof. 6. Rental and Fees. c� Page 2 of 20 Packet Pg. 297 C.9.j U) (a) RENT: Lessee agrees to pay Lessor rent in the amount of Five Hundred and 00/100 Dollars ($500.00) per month, for retail merchandise or service concession space as shown on Exhibit"A". Rental payments are due by the I"day of the month for which the rent is due and; c� (b) PERCENTAGE (%) GROSS TAXABLE SALES: In addition to the monthly rental payment, Lessee agrees to pay Lessor 7.5 % of the monthly gross taxable sales. Payment of charges under this subparagraph shall be made in monthly installments. A statement, including proof of monthly revenue, itemized into categories and a log documenting days and hours of operation, shall be provided by the Lessee to the Lessor each month. The Lessee must provide the County with the sales tax records for each month or quarter depending on filing requirements. Payment shall be made no later than the 25th day of the month payment is due, i.e. January payment by February 25, February by March 25, etc. (c)ANNUAL GUARANTEE: The Lessee agrees to pay a guaranteed minimum annual fee of 10.125% of annual gross taxable sales, or the annual monthly rental of Five Hundred Dollars ($500.00), plus the total of the 7.5% of the monthly gross taxable sales, whichever is greater. Annual gross sales revenues are determined on a calendar year 0 basis. A calendar year shall run from January 1 st through December 31 st inclusive. I f t h e annual guaranteed minimum of 10. 125% is applicable, payment shall be E made no later than the 25th day of January of the current year following the year of the aforementioned calculations. The Lessee must provide the County with the sales tax records for each month or quarter depending on filing requirements and remit the difference. U) (d) An annual rental payment adjustment shall be made in accordance with the 0 percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the prior calendar year ending on December 31st. The increase will take effect on the anniversary month of the month when the operation opened for business. In the event of a deflationary CPI-U, no adjustment in the lease amount will be made. All payments should be made payable to the 2 CL Monroe County BOCC and directed to the Facilities Maintenance Contract Monitor, 1100 Simonton Street,2"`'Floor,Room 2-216,Key West, FL 33040. (e) No rent payments are due under this agreement until the operation is open for business. If the operation opens on a date other than the first of the month, then the rent charge will be prorated as a percentage that the number of days in the month that the operation was in business represents to the month as a whole. 00 (f) Lessee must open the operation for business within fifteen (15) days of the effective date of this Agreement. N (g) Lessee shall maintain all books, records, and documents directly pertinent to ; performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have Page 3 of 20 Packet Pg. 298 U) reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four (4) years following the termination of this Agreement.-An annual operating statement prepared by a C.P.A. must be provided to the Lessor on or before February 28 of the following year. (h) The Lessee must pay all assessments, taxes, including sales taxes, levied by any governmental body with the power to impose assessments or taxes. The Lessee must provide the U County with the sales tax records for each month or quarter depending on filing requirements as set forth in Paragraph 6 (b)herein. (i) The Lessee must provide all items and equipment needed for the operation including, but not limited to: vehicle and/or mobile cart, shelving, display cases, tables, chairs, refrigeration units, etc. Lessee's items and equipment must be removed from the Premises at the end of each day or secured in a location within Lessee's concession space, as agreed upon with the Lessor, in such a manner as to not interfere with any daily beach cleaning operations. (j) Notwithstanding anything set forth in paragraph I l of this agreement, if the 0 Lessee fails to pay any rents or fees due under this lease within fifteen (15)days after the Lessor notifies the Lessee in writing that the rent or charge is overdue, then the Lessor may, in its E discretion, either immediately or later, expel the Lessee and any persons claiming the premises by or through the Lessee,and remove any of the Lessee's effects without being guilty of trespass and without prejudice or waiver to any other available remedy the Lessor might have for the recovery of the rent or charges due from the Lessee. Upon the Lessee's expulsion, this Lease will terminate. However, the Lessee's obligation to pay the rent or charges due will survive the � termination. Overdue rent and charges will accrue interest beginning on the 161h day after the Lessee was notified in writing by the Lessor that the renter charges were overdue. The interest rate will be that established.by the Comptroller under Sec. 55.03, F.S., for the year in which the rent or,charge first became overdue. CL 0 7. Force Maieure. Neither party shall be liable for any failure or delay in the performance of its obligations under the Lease Agreement to the extent such failure or delay necessarily results from the occurrence of a Force Majeure Event beyond the control or reasonable anticipation of either party, including, but not limited to, compliance with any unanticipated government law or regulation not otherwise in effect at the time of execution of this Agreement, acts of God, unforeseeable governmental acts or omissions, fires,strikes, natural disasters, wars, riots, transportation problems, and/or any other unforeseeable cause whatsoever 00 beyond the reasonable control of the parties (and such cause being referred to as a "Force Majeure Event"). Accordingly,the parties further agree that: (a) Upon the occurrence of Force Majeure Event, the non-performing party shall be excused from any further performance of those obligations under this Agreement that are affected by the Force Majeure Event for as long as (a) the Force Majeure Event continues; and Page 4 of 20 Packet Pg. 299 C.9.j U) (b) the non-performing party continues to use commercially reasonable efforts to recommence , performance whenever and to whatever extent possible without delay. U) (b) Upon the occurrence of a Force Majeure Event, the non-performing party shall notify the other party of the occurrence of such event and describe in reasonable detail the effect(s)of such event upon the party's performance of its obligations and duties pursuant to this Agreement. Such notice shall be delivered or otherwise communicated to the other party within two (2) business days following the failure or delay caused by the Force Majeure Event, or as soon as possible after such failure or delay if the Force Majeure Event precludes the non- _ performing party from providing notice within such time period. (c) In the event of a Force Majeure Event, the time for performance by the parties under the applicable statement of work shall be extended for a period of time equal to the time lost by reason of such cause through execution of an amendment pursuant to the teams of the Agreement. 0 8. Background Checks/Personnel. Lessee's employees must consent to Level 0 1 background checks and the results are to be provided to the County. The County reserves the right to refuse personnel based on results of the background check. The County reserves the right to demand of the Lessee replacement of an employee for the Lessee if a conflict or problem with that employee should arise. The County's Facilities Maintenance Director or his assignee shall have the right to require any employee(s) of the Lessee to be permanently removed from the Higgs Beach premises whenever it appears to be in the best interest of the County. It is the responsibility of the Lessee to inform the Facilities Director or his assignee of all new hires and � the results of the background check. 0. (a) The Lessee will be responsible for the supervision, hiring,and firing of their own employees and shall be solely responsible for the pay, worker's compensation insurance, and CL benefits. 0 (b) Communication between the County Representative and the concession personnel is very important. Therefore, the Lessee must assure that at least one (1) concession personnel can communicate well with the County Representative. Any employee hired by the Lessee will be the Lessee's employee and in no way has any association with the County. The Lessee shall insure that its employees are trained in all appropriate safety regulations, and comply with all such applicable laws and regulations and comply with all other local, State, and Federal 00 regulations. N (c) Uniforms are preferred for concession personnel however; photo identification cards are required, which shall clearly identify personnel as employees of the Lessee. This requirement shall apply upon entering County property and at all times while on duty. c� Page 5 of 20 Packet Pg. 300 C.9.j (d) Contractor/Respondent further agrees to notify the County immediately upon becoming aware that one of its employees, who previously completed the background check, is subsequently arrested or convicted of any crime. Failure by Contractor/Respondent to notify County of such arrest or conviction within forty-eight (48) hours of being put on notice by the employee and/or within five (5) days of its occurrence shall constitute grounds for immediate termination of this Lease by County. The parties further agree that failure by Contractor/Respondent to perform any of the duties described in this paragraph shall constitute a material breach of the contract entitling County to terminate this contract immediately with no further responsibility to make payment or perform any other duties described herein. 9. Hours of Operation. The Lessee agrees to furnish good, prompt and efficient service and/or merchandise to meet all demands for concession service at Higgs Beach. Lessee shall offer quality products at competitive prices at least consistent with similar goods and services presently being offered locally in other local facilities. All pricing for all goods and services are to be posted and visible for all customers. The operation must be open for service 363 days per year and will operate from 8:00 a.m., or after beach cleaning is completed, to 5:00 p.m., as a minimum, provided winds are below 15 mph (for umbrella safety) and weather permitting. Closing for Thanksgiving day and Christmas day are optional. The hours can be revised by mutual consent. For purposes of setting up the concession in the morning and closing the concession in the evening, Lessee may arrive one half hour prior to, and depart no later than one half hour after, the hours of operation. The Lessee shall provide to the Lessor a monthly log E documenting days and hours of operation. The concession must be roadworthy to meet any FEMA requirements for evacuation from the park and, if necessary, properly registered and licensed for over the road use. 0 es 10. Use and Conditions. (a) The Lessee must provide an adequate number of covered metal or commercial outdoor plastic waste containers at its operation. Lessee shall provide separate containers for waste and for recyclables. Lessee must deposit all trash, waste, and recyclables in those containers for proper disposition of the waste and recyclables at the place designated by the , Lessor. E (b) No signs, advertising, or awnings may be erected by the Lessee, unless they are approved by the Director of Facilities Maintenance or his designee in writing. U) (c) The concession stand will not have commercial lighting of any type, including 00 signage. (d) Smoking shall be prohibited by all concessionaire employees within fifty(50) feet N of each concession location. (e) if the Lessee chooses to install a security alarm system, it will be of the non- audible type, and approved in writing by the County Administrator or his designee. Page 6 of 20 Packet Pg. 301 C.9.j U) (f) The rental or selling of fishing equipment will not be permitted. U) (g) As a protection, Monroe County takes many precautions to preserve the beaches and natural environment. The County commits to protecting Sea Turtles, other coastal wildlife and their habitat. The Lessee shall also coordinate and cooperate with State Agencies and sea turtle conservation groups during turtle nesting season, April 15 through October 31, when Save- U a-Turtle representatives and/or Certified Turtle Inspectors, are walking the beaches. It is important that the Lessee understand these environmental regulations. (h) The Lessee is responsible for the sole costs and expenses and any maintenance of the Lessee's operation, including any utilities required for its operation and the equipment used by Lessee and/or offered for rental. All accessories and equipment applicable to Lessee's concession operation(tables,canopies, chairs, etc.) shall be clean and in good working condition at all times. All rental equipment shall meet strict safety standards, and equipment which is broken, or a potential safety risk, shall be removed immediately. The Lessee will be responsible for insuring equipment is safe and meets all regulated safety requirements. Facilities Maintenance Director or Assignee reserves the right to remove equipment from the beach at any time if it does not meet minimum service or appearance standards. 11. Lessor's Termination. Except as otherwise provided herein, the Lessor may E cancel this agreement when, after giving the Lessee thirty (30) days' written notice that an act of default has occurred,the Lessee fails or cannot cure the following: (a) The appointment of a receiver of the Lessee's assets. 0 (b) The divestiture of the Lessee's interest in the lease by court order or other operation of law. (c) The Lessee's abandonment of the operation. Failure to open the operation and keep it open during the business hours described in this agreement for seven(7) consecutive days 2 shall constitute abandonment. 0. 0 (d) The failure of the Lessee to timely perform any of the obligations required of it , under this agreement. E No waiver of default by the Lessor of any of the obligations required of the Lessee under this agreement may be construed as a waiver of any subsequent default of any of the obligations that are required to be.performed, kept or observed by the Lessee. The Lessor's waiver of an act U) of default by the Lessee is not a waiver of the right of the Lessor to later cancel this agreement because of the Lessee's failure to subsequently perform an obligation or obligations under this 00 Lease Agreement. c� 12. Lessee's Termination. if the Lessee is not in default of its obligation to pay the rent and the charges, then the Lessee may cancel this agreement when, after giving the Lessor c� Page 7 of 20 Packet Pg. 302 C.9.j thirty (30) days written notice of an act of default, the Lessor fails or.cannot cure, or fails to , timely perform, the obligations required of it under this Lease Agreement. 13. Insurance. Before entering the Premises, the Lessee must obtain insurance in the amounts and according to the conditions described as follows: U (a) The Lessee will be responsible for all necessary insurance coverage which includes,at a minimum: � Worker's Compensation-$100,000 Bodily Injury by Accident; _ $500,000 Bodily Injury by Disease, policy limits; $100,000 Bodily Injury by Disease, each employee Vehicle Liability-$300,000 combined single limit General Liability-$300,000 combined single limit Certificates of Insurance must be provided to Monroe County within fifteen (15) days after award of proposal, with Monroe County BOCC listed as an additional insured on all policies, except Workers Compensation. If the proper insurance forms are not received within the fifteen � (15) days, the proposal may be awarded to the next selected respondent. All forms of insurance required above shall be from insurers acceptable to the County. Lessee cannot begin operating E until Certificates of Insurance have been received by the County. The Lessor, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Lease. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days' prior notification is given to the County by the insurer. 0 (b) The Lessee must keep in full force and effect the insurance described during the term of this agreement. if the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Lessee must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department or the Facilities Contract Manager, as appropriate, whenever acquired, amended, and annually during the term of this Lease. (c) The insurance required of the Lessee in this paragraph is for the protection of the m County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of the Lessee. The insurance requirements of this paragraph do not 00 make any specific injured member of the general public a third party beneficiary under this agreement. Therefore, any failure by the County to enforce this paragraph, or evict the Lessee if N the Lessee becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents,or estate,or heirs. c� Page S of 20 Packet Pg. 303 U) (d) Notwithstanding anything set forth in paragraph I 1 of this agreement, the Lessor may treat the Lessee in default if the Lessee, after entering the premises but before beginning its operation, does not have the insurance required by subparagraph 12(a). .Before the County may terminate the agreement in this situation, the County must give the Lessee a written notice of the default stating that, if the required insurance is not obtained within ten (10) days of the Lessee's , receipt of notice, then the County will cancel this agreement. The County may treat the Lessee c- in default and cancel this agreement if the Lessee, after starting the operation, fails to keep in full force and effect the insurance required by subparagraph 12(a). Before treating the Lessee in default and terminating the agreement in this situation, the County need only provide the Lessee 24-hour notice by E-Mail or overnight courier. The County may, but need not, provide Lessee with an opportunity to cure the default. 14. Non-Exclusive Rights. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant similar 0 privileges to another Lessee or other Lessees on other parts of Higgs Beach. cu 0 15. Rights Upon Termination. At the end of this agreement (or any renewal), the Lessee's right to the Premises, the use of Higgs Beach facilities, and any other right or privilege granted under this agreement ceases. All equipment, improvements, furnishings, and other property of the Lessee at the Premises are personal to the Lessee and remain the property of the Lessee and must be removed by him/her. The Lessee must also restore the Premise to its original condition, ordinary wear and tear and damage by causes beyond the control of the Lessee, excepted. 16. County's Right of Entry. Lessor reserves the right hereunder to enter upon the Premises at any reasonable time, with advance notice, for any purpose connected with the performance of the Lessor's obligations under this agreement or in the exercise of its 0. governmental functions. 17. Assignment. The Lessee may not assign this agreement, or any part of it, or sublease the Premises, or any portion of the Premises,without the written approval of the Lessor. The change of the Lessee's status from an individual to a partnership or corporation is an assignment under this paragraph requiring the Lessor's approval. If the Lessee is approved to do business in the corporate form, any assignment of a controlling interest in the corporate stock is also an assignment under this paragraph that requires the Lessor's approval. All the obligations 00 of this agreement will extend to the legal representatives, successors, and assigns of the Lessee N and Lessor. �. 18. Indemnification/Hold Harmless/Defense. The Lessee covenants and agrees to defend, indemnify and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, servants, and employees from any and all Page 9 of 20 Packet Pg. 304 C.9.j U) claims, demands, or causes of action for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, costs, penalties, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of the Lessee utilizing the property governed by this lease/rental agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements , contained elsewhere within this agreement. A 19. Nondiscrimination. Lessee agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the Court order. Lessor and Lessee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to. 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color,religion, sex, and national origin; 2)Title IX of the Education Amendment of 0 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975,as amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; CL 10) Monroe County Code, Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal E or state statutes which may apply to the parties to, or the subject matter of, this Lease. 20. Mechanic's Liens. The Lessee shall not permit any mechanic's lien or liens to be placed on the Premises or on improvements thereon. If a mechanic's lien is filed, it shall be the sole responsibility of the Lessee or its officer, employee, agent, contractor, or other 00 representative causing the lien to be filed to discharge the lien and to hold harmless and defend N Monroe County against enforcement of such lien. Pursuant to Section 713.23, Fla. Stat., the V- liens authorized in Chap. 713, Fla. Stat. does not apply to the Lessor. 21. Records — Access and Audits. The Lessee shall maintain all books, records, E and documents directly pertinent to performance under this Agreement in accordance with Page 10 of 20 Packet Pg. 305 C.9.j U) generally accepted accounting principles consistently applied and maintain such records for a period of four (4) years after termination of this Lease. The Lessor, its officers, employees, agents, and contractors shall have access to the Lessee's books, records, and documents related to this Lease upon request. The access to the inspection of such books, records, and documents by the Lessor shall occur at any reasonable time. U 22. Relationship of Parties. The Lessee is, and shall be an independent contractor and not an agent or servant of the Lessor. The Lessee shall exercise control, direction, and supervision over the means and manner that its employees, agents, or volunteers perform the work for which purpose this Lease is entered. The Lessee shall have no authority whatsoever to act on behalf and/or as agent for the Lessor in any promise, lease, or representation other than specifically provided for in this Lease. The Lessor shall at no time be legally responsible for any negligence on the part of the Lessee, its employees, agents, or volunteers resulting in either bodily or personal injury or property damage to any individual,property,or corporation. 0 23. Subordination. This Lease is subordinate to the laws and regulations of the United States, the State of Florida, and Monroe County, whether in effect on commencement of this Lease or adopted after that date. 24. Premises to be Used for Lawful Purposes. It is expressly covenanted between E the parties hereto that the Lessee will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property, nor for any purpose or use in violation of the Iaws of the United States, or of the State of Florida, or of the Ordinances of o Monroe County, Florida, or the City of Key West, Florida. Lessee will keep and save the Lessor forever harmless from any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of Lessee and Lessee will indemnify and save and keep harmless the Lessor against and from any loss, cost, damage, and expense arising out of any 0. accident or other occurrence, causing injury to any person or property whomsoever or whatsoever, and due directly or indirectly to the use of the leasehold Premises or any part thereof by Lessee. 25. Limitation of Lessor's Liability. It is further agreed that in no case shall the Lessor herein be liable, under any express or implied covenants in the Lease, for any damages whatsoever to the Lessee beyond the rent reserved by the Lese accruing, for the act, or breach of covenant, for which damages may be sought to be recovered against said Lessor, and that in the 00 event said Lessee shall be ousted from the possession of said property by reason of any defect in N the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall not be required to pay rent under this Lease while it is so deprived of said property, and that said Lessor shall not incur any liability as a result of such ouster. E c� Page 11 of 20 Packet Pg. 306 C.9.j U) 26. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. c� 27. Severability. If any term, covenant, condition, or provision of this Agreement(or , the application thereof to any circumstance or person) shall be declared invalid or unenforceable c- to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions, and .provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition, and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,.covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. Lessor and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 0 28. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of Lessor and Lessee and their respective legal representatives, successors,and assigns. 29. Authority. Each party represents and warrants to the other that the execution, E delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. U) 30. Claims for Federal or State Aid. Lessor and Lessee agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. c2 0. 31. Ad'udication of Disputes or Disagreements. Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the E satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. U) 32. Cooperation. In the event any administrative or legal proceeding is instituted 0 against either party relating to the formation, execution, performance, or breach of this 00 Agreement, Lessor and Lessee agree to participate, to the extent required by the other party, in N all proceedings,hearings,processes, meetings,and other activities related to the substance of this Agreement or provision of the services under this Agreement. Lessor and Lessee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. E c� Page 12 of 20 Packet Pg. 307 C.9.j U) 33. Covenant of No Interest. Lessor and Lessee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and the only interest of each is to perform and receive benefits as recited in this Agreement. 34. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position,conflicting employment or contractual relationship;and disclosure or use of certain information. 35. No Solicitation/Payment. Lessor and Lessee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Lease Agreement and that it has not paid or agreed 0 to pay any person, company, corporation, individual, or firm, other than a bona fide employee 0 working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, Lessee agrees that Lessor shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount E of such fee,commission, percentage, gift, or consideration. 36. Public Access. The Lessor and Lessee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes, and made or received by the Lessor or Lessee in conjunction with this Lease; and the Lessor shall have the right to unilaterally cancel this Lease upon violation of this provision by Lessee. c2 0. 37. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the Lessor and the Lessee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Lessor be required to contain any provision for waiver. U) 38. Privileges and Immunities. All of the privileges and immunities from liability, 00 exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' cN compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Lessor, when performing their respective functions under this Agreement within the territorial limits of the Lessor, shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or E employees outside the territorial limits of the Lessor. Page 13 of 20 Packet Pg. 308 C.9.j U) 39. Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case , the performance may be offered in satisfaction of the obligation or responsibility. Further, this U Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Lessor, except to the extent permitted by the Florida Constitution, State Statute, and case law. 40. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and Lessee agree that neither the Lessor nor Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular 0 individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 41. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. U) 42. No Personal Liability. No covenant or agreement contained herein shall be CL deemed to be a covenant or agreement of any member, officer, agent, or employee of Monroe County in his or her individual capacity, and no member, officer, agent, or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. CL 0 43. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. U) 44. Other Use. Lessee shall not use or permit the use of the Premises or any part thereof for any purpose or use other than an authorized by this Agreement. 00 N 45. Paragraph Headings. Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph. 46. Notices. Any notice or other communication from either party to the other E pursuant to this Agreement shall be sent by United States Mail, certified return receipt requested, Page 14 of 20 Packet Pg. 309 U) or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice shall be sent to the following addresses: c� For Lessor: For Lessee: Monroe County 0. U Public Works Facilities Contract Monitor Chris Lembo 1100 Simonton St. 1607 Laird Street 2"d Floor,Room 2-216 Key West, FL 33040 Key West, FL. 33040 305 304-0093 And Monroe County Attorney Post Office Box 1026 Key West, FL 33041-1026 0 47. Rights Reserved. Rights not specifically granted to Lessee by this Lease are reserved to the Lessor. 48. Governing Law, Venue, Interpretation. This Agreement shall be governed by _ and construed in accordance with the laws of the State of Florida applicable to contracts made U) and to be performed entirely in the State. In the event that any cause of action or administrative 0 proceeding is instituted for the enforcement or interpretation of this Lease Agreement, the Lessor and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation 0- prior to the institution of any other administrative or legal proceeding. 49. Attorney's Fees and Costs. The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party,and shall include attorney's fees, courts costs, investigative, and 00 out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. E c� Page 15 of 20 Packet Pg. 310 U) 50. Mutual Review. This Agreement has been carefully reviewed by the Lessee and the Lessor. Therefore, this Agreement is not to be construed against either party on the basis of authorship. c� 51. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners,and signed by both parties before it becomes effective. 52. Final Understanding, This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. 0 0 E [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] U) 0 2 0. 0 E U) 00 CN 4i E c� Page 16 of 20 Packet Pg. 311 U) IN WITNESS WHEREOF, each party has caused this agreement to be executed by a �xl� lygauthorized representative. b U p LESSOR: U 'Al. BOARD OF COUNTY COMMISSIONERS tT1rS EVIN MADOK, CLERK OF MONROE COUNTY,FLORIDA o` By: By Deputy Clerk Mayor/Chairman 3 o ZE c rT n M r�t o ::q Witnesses for Lessee: LESSEE: �� n TROPICAL WATERSPORTS,I ;Z 9 W E Signature person authorized to Signature legally bi d Corporation Date: /O -4—IS 0 CL iVewT� Od 4 �f� �Vri5to��— J, Lew. �b ,Me,2n-1 Print Name Date Print Name Title Address: 3 � Signature � � � 0 Telephone Number E Print Name Date 00 MO OE COUNTY ATTORNEY'S OFFICE VED AST F R cCN PATRICIA EABLES ASSISTANT COUNTY A ORNEY JD DATE' E c� Page 17 of 20 Packet Pg. 312 U) Exhibit A HIGGS BEACH SITE PLAN REVISED JUNE STH 2017 MUDD MONROE COUNTY PROJECT MANAGEMENT P1 BEACH CHAIR CONCESSIONS CL R2 T'.ONCESSION STORAGE TRAILER L) ATLANTIC BLVD. RESTAURANT EXISTING CONC.SLAB LLYBAL 0 91 0 BEACH AREA LL `M CLtRAENTMEAN HIGH 4YAT'tR • '�#` :- iSTBTGRESTROOM U) 0 CL ROTE: RENTAL EOUIPMENT SHALL NOT BLOCX BEACH CLEANING EQUIPMENT FROM REMOVING DESiGHATE ORIGONAL MEAN HIGH WATER P&E SEAWEED FROM THE SAIMAREA SHORELINE 0 FLOAT LINE EXiSTI ;SEAWALL SOLD Pico SUPPORTS 00 N E U Page I8 of 20 Packet Pg. 313 U) CL CL :e — f� � i 111R i. 2 CL 1 8J1 00 — CD CN EXHIBIT"B" The Higgs Beach Master Plan may be found at the following link: http://www.monroecountv-fl.gov/235/Hig,p,s-Beach c� Page 14 of 20 Packet Pg. 314 U) "EXHIBIT C" U) Tropical Watersports Price List (all prices include sales tax) 2 Chairs and 1 Umbrella $20 U Single Lounge Chair $10 Late day single chair (after 3:00) $5 Late day set (after 3:00) $10 Umbrella $10 Kayak $10/per hour Paddleboard $20/per hour Mask & Snorkel set $15 Conch Republic flag towel $12 Panama Jack Sunblock $10 E Volleyball rental $3 U) Inner tube rental $5 for 2 hours Outside watersports priced by outside vendors 0. 0 E 00 — N I— E c� Page 20 of 20 Packet Pg. 315