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3. 3rd Amendment 10/19/2022 Kevin Madok, cpA Clerk of the Circuit Court& Comptroller— Monroe County, Florida DATE: November 3, 2022 TO: Kevin G. Wilson, PE Assistant Count),Administrator ATFN: Suzanne Rubio Executive Administrator FROM: Painela G. Hanco(�k" SUTECT: October 19di BOCC Meeting Attaclied is an electronic copy of thefollowing item for your Handling: V1 3rd Amendment to the License Agreement for the Friends of'the Key Largo Cultural Center extending the license dirougli September 17, 2027 and removing the payment of' utilities. Should you leave any questions please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 THIRD AMENDMENT TO LICENSE AGREEMENT (Murray E. Nelson Government and Cultural Center) This Third Amendment to License Agreement is made and entered into this 19th day of October, 2022, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter"COUNTY," and FRIENDS OF THE KEY LARGO CULTURAL CENTER, INC., hereinafter "LICENSEE" or "FRIENDS," for management and operation of a variety of cultural programs at the Murray E. Nelson Government and Cultural Center. WITNESSETH: WHEREAS, the Murray E. Nelson Government and Cultural Center, hereinafter "MEN Building" or "Premises," was built in 2009 for use by the COUNTY for government offices and meeting rooms and use by the public for cultural programs; and WHEREAS, the MEN Building is the only COUNTY facility designed to provide a cultural center; and WHEREAS, on May 17, 2017, the parties entered into a License Agreement for the FRIENDS to provide recreational, cultural, charitable, educational, and related programs for the residents of, and tourists to, Key Largo, at the MEN Building; and WHEREAS, it is a legitimate public purpose to provide facilities and services for recreational and cultural uses and social functions of the community; and WHEREAS, COUNTY does not have the funds to hire an employee to be responsible for developing,programming,and organizing recreational, cultural, and related activities for the MEN Building; and WHEREAS,the FRIENDS has provided its services to assist the COUNTY in developing and managing recreational, cultural, and educational events, and programming for the MEN Building since entering into its current License Agreement with the COUNTY in 2017; and WHEREAS, on April 21, 2021, the parties entered into a First Amendment to License Agreement for the FRIENDS to temporarily waive the requirement under the License Agreement that the general liability, liquor liability, automobile liability, Worker's Compensation, and board member insurance due to COVID-19 restrictions until such time as they are operating once again; and WHEREAS, on April 20, 2022, the parties entered into a Second Amendment to License Agreement for the FRIENDS to extend the term for a six (6) month period commencing March 18, 2022, and terminating on September 17, 2022; and WHEREAS, the License Agreement with Friends of the Key Largo Cultural Center, Inc. terminated September 17, 2022, but provides in Paragraph 2 of the License Agreement for an extension to the Agreement; and WHEREAS, LICENSEE, has requested an extension of its term for an additional five (5) years; and 1 WHEREAS, the County is modifying its Use of County Property Policy to eliminate the charges for utilities while using the Theater at the MEN building; and WHEREAS, the parties find it would be mutually beneficial to amend its License Agreement and enter into this Third Amendment to License Agreement to extend the term for a period of five (5) years and to delete paragraph 10 of the License Agreement as to charges for utilities; NOW, THEREFORE, IN CONSIDERATION of the covenants hereinafter to be kept and preformed, the COUNTY and the LICENSEE agree as follows: 1. Paragraph 2, TERM, of the original License Agreement, as amended, is hereby amended to delete the current Paragraph 2, and replace it in its entirety with the following paragraph: 2. TERM. The term of this Third Amendment to License Agreement shall be for a five (5) year period commencing retroactive to September 18, 2022, and terminating on September 17, 2027. On or before the end of the term of this Third Amendment to License Agreement, the COUNTY shall consider the regular reports of LICENSEE regarding their uses and participation by the public, and COUNTY staff information regarding any issues, including but not limited to, adequacy of LICENSEE's insurance coverage, facility maintenance, and utility costs in excess of fees received from LICENSEE. The COUNTY, in its discretion, may extend this Agreement for a time period to be determined upon determining that the uses of the Premises by LICENSEE are in the best interest of the public, and upon written approval by both parties. Any extension of this Agreement may modify the terms of this Agreement as set forth in writing and executed by both parties. 2. Paragraph 10, UTILITIES, of the original Licensee Agreement, as amended, is hereby amended to delete the current Paragraph 10, and replace it in its entirety with the following paragraph: 10. UTILITIES. Not used. 3. Pursuant to the First Amendment to License Agreement,before the commencement of any events by LICENSEE under this new term, it shall provide to the COUNTY the proper Certificate of Insurance exhibiting proof of the required insurance coverage or alternatively, a waiver of any such required insurances to be approved by the County Risk Manager. 4. Except as set forth in Paragraphs 1 through 3 herein, all other provisions of the License Agreement dated May 17,2017, as amended,not inconsistent herewith, shall remain in full force and effect. MEN License Friends KLCC 2 5 Year Extension October 19,2022 WITNESS W111FRECIF. the parties hereto have set their hands and seals on the day above, BOARD OF COUNTY COMMISSIONERS IN MADOK,CLERK OF MONROE COUNTY, FLORIDA By: 1-v By: As Deputy Clerk Mayor/Chairman Witnesses FRIENDS OF THE KEY LARGO CULTURAL CENTER, INC. V: Witness I esient :PrniLnted Name of Witne, Vfitness 2—j!� Printed Name of Witness 2 MONROE COUNTY ATTORNEYS OFFK;E PATRICLAEABLES ASSIST 1& �fTORNEY DATIE: NIT N I iLCP W I noid�KI 5 Ycal I ormloll (41A-r 19,202'