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Item C03
C3 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor James K.Scholl,District 3 The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Holly Merrill Raschein,District 5 Board of County Commissioners Meeting February 19, 2025 Agenda Item Number: C3 2023-3591 BULK ITEM: Yes DEPARTMENT: Parks and Beaches TIME APPROXIMATE: STAFF CONTACT: Tammy Acevedo N/A AGENDA ITEM WORDING: Approval of the Eleventh Amendment to the Salute Watersports, LLC Lease Agreement, extending the lease for a third additional term, beginning March 15, 2025, and ending March 31, 2025. ITEM BACKGROUND: The County wishes to extend the existing Lease for a third(3rd) additional term, commencing on March 15, 2025, and terminating on March 31, 2025. This extension is necessary because of the rescheduled BOCC meeting. It also provides extra time to finalize the RFP process and ensures uninterrupted service. PREVIOUS RELEVANT BOCC ACTION: December 11, 2024: the BOCC approved the Tenth Amendment to the Salute Watersports, LLC Lease Agreement, extending the lease for a second additional term, beginning January 16, 2025, and ending March 15, 2025. Additionally, a minor correction has been identified in the monthly payment calculation from the Ninth Amendment. The increase in the monthly payment from $602.28 to $622.76, plus the 3.5% sales tax of$21.80, should result in a total of$644.56 per month, rather than $644.57, not including the percentage of gross taxable sales. October 16, 2024: the BOCC approved the Ninth Amendment to the Salute Watersports, LLC Lease Agreement to extend for one (1) additional term, commencing retroactively on October 15, 2024, and terminating on January 15, 2025, with a 3.4% CPI-U increase in the rent. The monthly payment will increase from $602.28 to $622.76 per month plus $21.80 (3.5%) sales tax for a total of$644.57 per month not including the percentage of gross taxable sales. September 20, 2023: the BOCC approved an Eighth Amendment to the Lease Agreement with Salute Watersports, LLC, to renew the rental term for the fifth of five (5) optional one-year periods with the term to commence October 16, 2023, and terminate on October 15, 2024, with a 6.5% CPI-U increase in the rent. The monthly payment will increase from $565.52 to $602.28 plus 7.5% of gross sales. January 25, 2023: the BOCC approved a Seventh Amendment to the Lease Agreement with Salute Watersports, LLC,providing for an abatement of rent for a fifteen (15) day period while the beach was closed from September 27th— October 12, 2022. 140 September 21, 2022: the BOCC approved a Sixth Amendment to the Lease Agreement with Salute Watersports, LLC 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 to 7% on the monthly rental. The monthly payment increased from $528.52 to $565.52. Salute Watersports provides the mobile retail merchandise and service concession at Higgs Beach. January 21, 2022: the 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: the BOCC approved the Fourth Amendment and one-year renewal with a CPI-U adjustment of 1.4%. November 17, 2020: the BOCC approved the Third Amendment and one-year renewal with a CPI-U adjustment of 2.3%. June17, 2020: the BOCC approved the Second Amendment to abate total monthly rental payments and commissions for March, April, and May 2020, due to COVID-19 closures at Higgs Beach. December 11, 2019: the BOCC approved the First Amendment and one-year renewal with a CPI-U adjustment of 1.9%. July 17, 2019, the 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: the 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: the BOCC approval to advertise a Request for Proposals for mobile retail merchandise or service concession at Higgs Beach. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: Current Lease Agreement shall be extended for a Third(3rd) additional term, commencing on March 15, 2025, and terminating on March 31, 2025. STAFF RECOMMENDATION: Approval DOCUMENTATION: Eleventh Amendment Salute Watersports 12-11-2024 Tenth Amendment 10-16-24 Ninth Amendment 09-20-2023 Eighth Amendment 12-07-2022 Seventh Amendment Abatement.pdf 10-16-2022 Sixth Amendment.pdf 7-17-2019 Lease Assignment.pdf 6-27-2019 Agreement for Purchase and Sale of Assets.pdf 10-17-2018 Lease Agreement-Tropical Watersports.pdf COI Exp 8-2-25.pdf 141 COI—WC—Waiver—Salute_Watersports.pdf Eleventh Amendment Salute Watersports.pdf FINANCIAL IMPACT: Total Cost to County: N/A Current Year Portion: N/A Budgeted: Yes Source of Funds: N/A Revenue CPI: Yes Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: Yes If yes, amount: $622.76/month plus 3.5 % sales tax for a total of$644.56 Grant: N/A County Match: N/A Insurance Required: Yes (Current COI)Additional Details: N/A 142 ELEVENTH AMENDMENT TO LEASE AGREEMENT TO EXTEND LEASE FOR HIGGS BEACH CONCESSION, KEY WEST, MONROE COUNTY, FLORIDA THIS ELEVENTH AMENDMENT TO LEASE AGREEMENT is made and entered into this day of February, 2025, 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 "Original Agreement"); and 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 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%; and 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, 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 the U.S. Bureau of Labor Statistics at December 31 of the previous year of 1.4%; and WHEREAS,on January 21,2022,the BOCC approved a Fifth Amendment to the Original 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 143 WHEREAS, on September 21, 2022, the BOCC approved a Sixth Amendment to the Original Agreement in which the parties renewed the term for an additional one-year period with the term to commence on October 16, 2022, and terminate on October 15, 2023, and the rental amount was adjusted 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 7%, with the total monthly rental payment increasing to Five Hundred Sixty-five and 52/100 ($565.52) Dollars, with an effective date of October 16, 2022; and WHEREAS, On December 7, 2022, the BOCC approved the Seventh Amendment allowing for abatement of a portion of the monthly rental payment for October 2022 due to the Hurricane Ian closures; and WHEREAS, on September 20, 2023, the BOCC approved the Eighth Amendment to the Original Agreement in which the County exercised its last option of(5) optional one-year periods with the term commencing on October 16, 2023, and terminating on October 15, 2024, and adjusted 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 31st of the previous year of 6.5%, with the total monthly rental payment increasing from $565.52 to $602.28 Dollars per month, effective October 16th, 2023; and WHEREAS, on October 16, 2024, the BOCC Approved the Ninth Amendment to the Salute Watersports, LLC Lease Agreement to extend for one (1) additional term, commencing retroactively on October 15, 2024, and terminating on January 15, 2025, with a 3.4% CPI-U increase in the rent. The monthly payment will increase from $602.28 to $622.76 per month plus $21.80 (3.5%) sales tax for a total of $644.57 per month not including the percentage of gross taxable sales; and WHEREAS, on December 11, 2024, the BOCC Approved the Tenth Amendment to the Salute Watersports, LLC Lease Agreement to correct a minor payment calculation that was identified in the monthly payment from the Ninth Amendment. The increase in the monthly payment from $602.28 to $622.76, plus the 3.5% sales tax of $21.80, should result in a total of $644.56 per month,rather than $644.57, not including the percentage of gross taxable sales and to extend the current Lease Agreement for an additional term commencing on January 16, 2025, and terminating on March 16, 2025; and WHEREAS, the County will be issuing a Request for Proposals (RFP)for the concession at Higgs; and WHEREAS, it would be in the County's best interest to extend the amended Agreement until the anticipated start date of the selected contractor from the new RFP, ensuring that services are not disrupted.; 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 Eleventh Amendment to Lease Agreement. 144 NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. Paragraph 5 of the Original Agreement is hereby amended, and the following sentence will be added, effective on March 15, 2025: This Lease Agreement shall be extended for a (3rd) additional term, commencing on March 15, 2025, and terminating on March 31, 2025. 2. Except as set forth in Paragraph 1 hereinabove, all other provisions of the Lease, as amended, not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor APPROVED AS TO FORM&LEGAL SUFFICIENCY Monr a ounty Attorney's Office Date: A 0 L—0 - N thalia Mellies Archer A County Attorney Witnesses for CONTRACTOR: CONTRACTOR/LESSEE: SALUTE WATERSPORTS, LLC Signature Signature of person authorized to legally bind the Corporation Print Name and Date Date: Print Name and Title Address: Signature Telephone Number Print Name and Date 145 GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: December 20, 2024 TO: William DeSantis, Director Facilities Maintenance Chrissy Collins Executive Administrator Alice Steryou Contract Monitor FROM: Liz Yongue, Deputy Clerk SUBJECT: December 11, 2024 BOCC Meeting The following item has been executed and added to the record: C6 loth Amendment to the Salute Watersports, LLC Lease Agreement, extending the lease for a second additional term, beginning January 16, 2024, and ending March 15, 2025. Additionally, a minor correction has been identified in the monthly payment calculation from the Ninth Amendment. The increase in the monthly payment from $602.28 to $622.76, plus the 3.5% sales tax of$21.80, should result in a total of$644.56 per month, rather than $644.57, not including the percentage of gross taxable sales. Should you have 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 146 TENTH AMENDMENT TO LEASE AGREEMENT TO EXTEND LEASE FOR HIGGS BEACH CONCESSION, KEY WEST, MONROE COUNTY, FLORIDA THIS TENTH AMENDMENT TO LEASE AGREEMENT is made and entered into this lith day of December, 2024, 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 "Original Agreement"); and 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 operatio❑ 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 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%; and 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 ten-ninate on October 15, 2022, 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 the U.S. Bureau of Labor Statistics at December 31 of the previous year of 1.4%; and WHEREAS,on January 21,2022,the BOCC approved a Fifth Amendment to the Original Agreement to abate one-half(1/2)of the monthly rental payment due by Lessee for a partial month 147 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 WHEREAS, on September 21, 2022, the BOCC approved a Sixth Amendment to the Original Agreement in which the parties renewed the term for an additional one-year period with the term to commence on October 16, 2022, and terminate on October 15, 2023, and the rental amount was adjusted 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 7%, with the total monthly rental payment increasing to Five Hundred Sixty-five and 52/100 (S565.52) Dollars, with an effective date of October 16, 2022; and WHEREAS, On December 7, 2022, the BOCC approved the Seventh Amendment allowing for abatement of a portion of the monthly rental payment for October 2022 due to the Hurricane Ian closures; and WHEREAS, on September 20, 2023, the BOCC approved the Eighth Amendment to the Original Agreement in which the County exercised its last option of(5) optional one-year periods with the term commencing on October 16, 2023, and terminating on October 15, 2024, and adjusted 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 st of the previous year of 6.5%, with the total monthly rental payment increasing from $565.52 to $602.28 Dollars per month, effective October 16th, 2023; and WHEREAS, on October 1.6, 2024, the BOCC Approved the Ninth Amendment to the Salute Watersports, LLC Lease Agreement to extend for one (1) additional term, commencing retroactively on October 15, 2024, and terminating on January 15, 2025, with a 3.4% CPI-U increase in the rent, The monthly payment will increase from $602.28 to $622.76 per month plus $21.80 (3.5%) sales tax for a total of$644.57 per month not including the percentage of gross taxable sales. WHEREAS, the County will be issuing a Request for Proposals (RFP) for the concession at Higgs; and WHEREAS, It would be in the County's best interest to extend the amended Agreement until the anticipated start date of the selected contractor from the new RFP, ensuring that services are not disrupted. ; and WHEREAS, a minor correction has been identified in the monthly payment calculation from the Ninth Amendment. The increase in the monthly payment from $602.28 to $622.76, plus the 3.5% sales tax of$21.80, should result in a total of S644.56 per month, rather than $644.57, not including the percentage of gross taxable sales. WHEREAS, the parties have found the Original Agreement, as amended, to be mutually beneficial; and 148 WHEREAS, the parties find that it would be mutually beneficial to enter into this Tenth Amendment to Lease Agreement. NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. Paragraph 5 of the Original Agreement is hereby amended, and the following sentence will be added,effective on January 16, 2025: This Lease Agreement shall be extended for a (2nd) additional tenn, commencing on January 16, 2025, and terminating on March 15,2025. 2. in accordance with Paragraph 6 of the Original.Agreement; the County exercises the option to amend the agreement. The amendment will adjust the monthly payment to reflect the correction identified in the Ninth Amendment: Specifically, the increase in the monthly payment from $602.28 to,$622.76,,plus the 3.5% sales tax of$21.80, should result in.a total of$644.56 per month, rather than$644,57,not including the percentage of gross taxable sales. 3. Except as set forth in Paragraph 1 and Paragraph 2 hereinabove, all other provisions of the Lease, as amended, not inconsistent herewith; shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. A BOARD OF COUNTY COMMISSIONERS tit iN MADOK, CLERK O MONROE COUNTY, FLORIDA BQ� ty Jerk ayor APPROVED AS TO FOAM-9 LEGAL SUFFICIENCY la'�`� ,yp�r,Y•• ®T Mo Attorn ' Office:° '�`�; 'F tivUa McNtcs Amber. - - - Au tnt Connty Attorney- Witnesses for CONTRACTOR: CONTRACTORILESSEE S W RSPO , �--9i'g—nature , ) j Sig'hature of person autliorized`to �—J legally bind the Corporation 2' "Dv�a-Tu f I��-T � �� zl��r w F Print Naive a' Date r rn Dater &2 k- �"�� r -r CD 1' 73 149 Print Name and Title Address: '7 q ,:) � a �4 ► < 3 Telephone Number Signature C`r ► c ;w-r v r i Print Name and Date 150 Kevin M'adok, cm x Clerk of thie Gircuit Court& C'nrnptrohll r— Monroe County, Florida DATE: October 25, 2024 TO: Johan Allen, Director Parks & Beaches Tani nay Acevedo Budget & C"onntra'ct Specialist Erika Nodal Executive Assistant FROM: Liz Yon g u'e, Deputy Crylerk. SUBJECT: October 116, 2024 BC 1CC Meeting ':rhe attached item has been executed and added to the record: C'27 9th Amendment to the Salute Watersports, LLC Lease Agreement to he extenn'd for one 41 y additional term, commencing retroactively on C ictrah'er 15, 2024, and terminating on InnroAnry ]'I I]'^ —i'+m n 'I Aol, r'DI I 1 i.i7r",00vra ;iI +Ih,n r,nA7k „rh,o AA M Miwl—,nnvra W CL,LA LN"A.'y A../, F.w V'F.w../,, VV IILL.A CA., .1 AU 4,.L. .L.'—'4 AAA.'l A'l-LAO'Ls AAA. ILIIIA - A.'l-IIL. A.A 11 . L A A'0..AA A.LA A t. UYA.A.A'ii-ANU NM'AAA II AALA.'"401Ls from $6,02.28 to $622.76 pier mon nth plus '$2 t.80 (3.5%) sales tax for a total of'5644. 7 per i on nth not including the percentage of grc'ss taxable sales. Should you. have any gUesti0nas please feel free to conatact.Inn'e at(305) 2,92-3550. cc: County Attorney Finance File KFY'WEST MARATHON FILANT TION KEY 500 Whitehead Street 3117'Overseas Highway 88773 Overseas Highway Key"Wiest, Florida 33040 lMaratlaarn, IFlcriida 330510 Planitaticni Key, Florida 33070 151 NUN' 11 AMENDMENT 11) EXTEND LEASEJOR HIGGS REAM CONCESSION, KEN' W'EST, �NIONROE (11C)UNIN, FLORIDA THIS NINTIVANIENDNIENT"11) ma&und mcred W) Wks 16th Ally of Omber, 2024, between NIONROl', OWNTY, 11 A)R H),A CZYMINTY-OUSSOR"In pohlkah whoseaddress is HOO S,treo, Key �Vum, Hori(fi,,r 33040, airid SALJJH`� 11( mjKrRA(1DRM,FSS+1E"L a Florida Umbed 1hibihty corrqmny, whose address is JOW ,Nkm0Jc Mv(L, Kc" esl, [lorida ,3310410, WHERFAft on MUM 17, 2018, We Cotnity entered Am an 1-case ,\,reenlcnl w\Jth 'Vropicn� �Valersports, LA-C, thc preldecesscsr ill interest, Im the operittion ofa mobile concession OH OW (1,31VRIUC T fliggs Memorfal Beach Park, Key W'cs ., Monroe County, Florida, "06gin"d INgreeinent"); "Irld 11811HERE'As, oil Jl,dy 17, 210N, 1he Monroe Counl�y [4cwrd o' County Cmmnissioner,� ("BOW) appnNal 1hu Nase Asignmenk assumlHion, and Consent ("Assiginn+cwd") (& the (Qlmd Agmemem Rom W&A ANAlersymis, INQ W Saltac Walersports, LLAA Or the(Tenabon ud',a rnolbOcconcession un TeMence S. 1bggs Merriam ial Reath Park, My VAso Mot"m Couny, 110driml WHERLAS, on December 11, 204h We BOM approvind the First Amendmu"t to the OrrlgwnA to ru-new Oic. terrn 1'or Oie hIrsl olAM (5) (ytkmwl (nw-yem- pe6ods ovkh the k"Irm k) lcm Okllober 16, M9, arld terminatc on 10clober 15, 2020� and to atum the CTNU mina; ease of I Bit rehoactive to Wober 16, 2019; and IVIJERLAS, on June N7, 2020, Oie BOCC' aipproved the Second Nn'unidnicn( to I,easc W airate tohd monddy rental payments and the 15`�o inond'lly growstaxabc safes payments by Liessee for the 111oudis of March, Apri[ and Nlay 2020, dule to Ifiggs Beach (I YVRX If ckmuvs; and NVHERL4S, on Noveniber 17, 2020, the ROM approm! Me "rhkd Animmimem to We Orighial Agreement U) renew, die min Or the second nN'h,,e (5) optional oniv-�yc'nr pchods, with the On" Jo cmnmence reWmAve to (kkker 16, 21CCO, and lci-Fnina,tc cm C)ctober 15, 202 1, and to adjum (he CP1 (n incrcasc, and NNAWRE,AS, on Augml 18, 2021 , the MCKV approved he Fourth �Ninendrview lo the Original W T^erw%�, Ow (Cral of the Agremytent Ar the thAd of he fhv Ohjkonal me.- yea,y perlP�od!', %ith the tcrm lo commmice on Cklober 16, 2021, aml ter"rinak: (m Whober 15. 2022, and the remal anunint %as aluxted in acawdnce annuaHy with the jxromage change in the 1W MpaMnom W Ammnerce ( onmuna Me Index (CP1-U) Rw A Win Consumers as repooed hy flic [J.S Ruruau of I.abor Sk,tfisfics at December 31 of previ(,.)us yie,,ar of h 4'1'a , ancl WHERMS, on Jamary 21, 202, the INAM zWpWVed U tO dw Orfgifla,d Agreemont to ahMe(me-MaM 02) ordic monady rental paymeW due by Lessee Rw an punkhmonth 152 oV Wober 2021 and the full niomh M"November 202 1, due to Riggs ReN'ICII ShOl-ChrIC 1'oSloral k!m pnyml chm-es, which "as Whisded by the Omry and %VIIF�REAS�, on SeNemhu 24 2022, the 1ROUC approved at US Amwalmoil to t0e OrigWal Agreement in m,16ch the Parfies renewed tile tcrm km an addifiomid one-ycar picriod vvOh the 0 Colmaence on October 16, 2022, and lenulmde m Ochiber 15, 2023, and the rental ww"d win Aum"I in acamdnme w9h thor pememage 6ange hi the UX IkImm"ent oi�' I16ce Index (UP14 1) R"nsll Whan(Amsmnox as rermimed by dru U.S. Burealu of I ahor Stabsbu at Ikewnber 31 of the Previous', ye�'ir of 79m" N oh the lolal nlowNy remd paymenI k1cre"Ising 10-40c flundred Sixty-five amd 52100 ($56152) DoW with an enichve (hoe or(NA(her 16, 2022; and WHAWAS, ki Decartm, "7, 2(122, Te BOUC 'q)proviod dre Sevenill "Ninlicinkfinew adkv�'On'g kn "Alailemcro oF as portioll (d I'lle ntoili 1,11 ly rental pa'yrnent l'cw October 1022 (inc, dNm Ole I H'k:3111C 1,111 C I ONILIWCS,� and %V11EREAS, on September 20, 2023, the 14XT7 approved (he lVighdi Aancadment to the d.mradwamamaad Agreenlew in w1lNctl 1he eXCITNOd is hNI optkin orm optional me-year perhmis "Ah the umm comnwncing on October 16, 2023, aml tear-Wa6ng on October 15, 21024, and MAJI.rswd in accord -anLc with the change hi We LKS. Depament of Onnnuice Consimneir Price Index ((INK) Or all Urbami Cbnsmnms as reported by Itic US. iiiurcau or Ldwr ,')takskcs t� Decentbur 3 1 m or dhe previous year ot'6.5";�a, mvith the t(,Nual monthly lvnkd payn"[mml irlic'm,,ising froin $56552 io SN228 INAkus per munT, efleclive October I 61h, 2023� and NVII F"nR,F',�kS, tile (bunty W be NAng as Rog= Nr Pmposals (11191) IN die ctmicessioil at Vhggs vOlhin Te next Ow monks: and NV11 FREAS, it %vuld be in the best hoerest of Me Cbumy to ewnd be curram apreement a11161 thic ml6c pmcd �tart date, of 1ho Owed MuMmer or ow inknmr RFT1 so that flkwrc is no i�wcrlruptlon dt,iriiq; 11he, h(dickly st.m�'asoln and a'Nvarcfingofthe new ckmtr"wt allid NVFiEREAN, (he paNies Am Wid the OrigNal AgwermelO' as amendcd, to be, rnull'u'dly henenclah Ould WFIERIVS, the rwrties Rnd Hut in vvmdd be nmitiu.,dly IbeneficU to enter into Oiis Vwh 10 NONN" "ITT EREFORE, UNI CONSINFRA"FION M' 1he mtfla.ud pirornisc�,, and coven,;.mis C'OTIWI�necl herem, it, is agreed as ildlo%vs: I , f9mygmph 5 or the Wghial Agroonent is hereby awnended and the Ing sicMence wffl be added, eMbOve movacKeN on Odober 15, 202T This Lcastw At greerlient shall be extonded for one �( I d additional lerm, owunwWrig rwnmwhveV on Wober 15, Z024, "AFRi termiwwfting onJank.iiary 15, 2025, 153 2, In accordance with. Paragraph o of the. Original Agreement, the County exercises the option to amend the agreement and the amount shall be adjusted in accordance annually with the percentage change in the U.S. Department of: Corrrtnerce Cdnsurner Price Index (C Pf-U) for all Urban Consumers as repeated:by the U.S. Bureau of Labor Statistics at Decerraher 31 of the previous year of"3.4% with payments increasing from $602.28 per month to $622.76 per month .plus $2.1.80 (:3. %) sales tax for a total of $644,57 per month not including the percentage of gross taxable sales; effective October 15, 2024. 3, Except as set forth in Paragraph 1 and Paragraph 2 hereinabove, all other provisions of"the Lease, as amended:, not inconsistent herewith, shall rernain in full force and effect. IN wNTNESS "V1r'HFREOF, the parties hereto have set their hands and seals the day and year first above written. BOARD OF COUNTY COMMISSIONERS 4 ' rvAf est "" `N MAl3OK CLERK OF MON1ROE COUNTY, FLORIDA h l I czty erk Mayor, �f r, �y NPWPdf ALP A 'YJYCYW PIYI@ xL,i FY f.f'I C,x N...'�t 4.i.Yw . u«no-..s,.bz.e Witnesses for CONTRACTOR. CONTRACTOR/LESSEE: SALUTE �VA"C`FRSPO1 �. Sign re ar' aidnature of person authorized to legally bind the Corporation Print, Nam0 "1," Date... Date;. _...gym ti hrelk .�_� ew ,Ir Print Narne and Title Address: ""Sigri'a rare Telephone Number E Print Narne and Date ' 154 SALILUWAT-I101 DORSE RII DATE(MMIDDlYY" �. CERTIFICATE OF LIABILITY IINSURANCE 8U5U21024 THIS CERTIFICATE INS IISSUIEID AS A IHwtIATTER OF INFOIRIHwtIATIO'N ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOILDIER,THIS CERTIFICATE (DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEhNI©, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOZES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSIIUREIR(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate ho�ldeir is an ADDITIONAL IINSURIED,the poIlcy(ies)must have ADDITIONAL IINSURIED provisions or he endorsed. If SUBROGATION INS 'WAI'VIED, subject to the terms and conditions of the policy,certain policies may Irequire an endorsement. A statement o�n t such endorsement)s ..,.this certificate Ilea a does no confer r!.r�l s o.,.. a cel Y,..Yca e holder in Ieu o .... PRooUCEIR wRAJACT Julie Broche Insurance Office of America PRONE FAX �r 13361 Overseas HIghvway INo Extl: 305) 537-2803 IAXc No)y3105) 741�0582 Mlalrathon,FL 33050 Ass Ju lie,Biroc:1he Ipalusal.uonn NSUIRERfSi AFFORDING COVERAGE WAIF# uNSIUIREIRA Century Surety(Company 36951 INSURED INSURER IB Salute Watelrsports,ILILC INSUIRER.C. 729'Thomas Street INSURER o HCey West,FL 33040 INSURER IE INSIUIREIR IF COVERAGES CERTIFICATIE NIUIlM11BIER: REVISION NIUIlM1BIER: THIS IIS TO CIFIRTIIFY THAT THE IPC11UC'IIFS OF (INSURANCE LISTED IBEILQ''W HAVE IBEEN ISSUED TO THE INSURED NAINHIED ABOVE FOR THE POLICY PERIOD INDICATED, NOTNTHSTANDING ANY REQUIREMENT, TERN( OR CONDITION OF ANY 'CQINTIRACT OR OTHER DOCUMENT VOTH RESPECT TO WHICH THIS CERTIFICATE (MAY BE (ISSUED OR (MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED IM'ER IIIN IS SUBJECT TO ALL THE TERMS„ EXCLUSIONS AND COINIpNTIIOINS OF SUCH POLICIES,IUIMIITS SHO"w/IfiN MAY HAVE BEEN REDUCED BY PAID CLAIMS, IINSI2 AD SWIB2..... I .POLICY EFF POLICY EXP ILTR TYPE OF INSWRAIWCE INS WVID piLuCl IWIWMBIER IMMO MMJDYYYYY LUMTs..... A X COMM EIR'C1AL OENEIR'AL ILIABVLITY EACH OCCURRENCE $ 1,000,000 .... CLAIMS MADE I X. OCCUR X CCP6006204 $1212024 6/2/2026 ©AMAGETG RENTED 1005000 IPREPASES(IEa oaaurren9,e) , X OWnelr"s& Contractor MEDIEXR.(Any one pwson) S 55000 PERSONAL&ADV IINJURY 150000000 GEIN'L.AtirGREGATE LIIMIlT APPLIES PER GEINIERAL.AGGIRIEGATIE 25000,000 PRO Included X IPCLI1CY .�IJECT .�II (PRODUCTS u7dEl�lf�OIP ACG �. TETHER: HARED NO ICYWN D+F'� ... , , I ..... 500,000 DNmzn ED ZI!NG1:G�IINItlT enn sen AWTOMOBILEILIABILITY (E�accident) E, unrnr,uunr ANY AUTO X CCP6006204 8/2/2024 8/2/2025 1 Y INJURY(IPerperson) OWNED SC,pwEDWED MJ I"OS ONLY AIJ"ros C3pOwI Y INJURY{(Per accident) F,: (HHREI© X NGIN GRllIEf] P OPERTY IWYd.MIA.C;IE.... AUTOS GINILY AUTOS ONLY {L'er acdde,ntl „$,. S WIMIBR'ELLA LIIAB 711CCUR IEACL.I OC�;C�;UIRRENCE $ E%CIE SS ILI AIE3 s MIAnENT ISK AG4 RICE "LI .... �� WORKERS COMPENSATION .. .. .. . °'c�Ll1w AWIOEMPILO'rERSILIABILIITY NIIN PIAI �a� LULN IER ANY iNgf�('rq �EXCI UIECAE,'D?ELIu LI'uE ..� N r A I �""'M :: ,ti .._..�.. Fi, esrsrnYbe w 8524 „ry w. DISEASE I C UA EMPLOYEE If I ns,des rube C rwece Y LMUT E E L(7RERAn I(NS kelew E IL DISEASE IPC;LUC .................. DESCRIPTION OF OPERATIONS LOCATION'S I VEHICLES (ACORD 1011,Additional Remarks Schedule,may be attached Tit more space is required) Named All CO 2011 1219-Landlord Monroe County IBOCC is additional insured with respect to General ILialbililty alnd Auto ILialbililty when required Iby written contract as per form CG 2011 12 10. CERTIFICATIE HOLDER CANCELLATION SHOULD ANY OIF'THE ABOVE IDESCRIIBIED(POLICIES IBE CANCEILILED(BEFORE THE EXIPIIIRA ITION (BATE THEREOF, NOTICE WILL ICE DELIVERED IN ACCORDANCE WITH THE POLICY PiROVN'SIOINS. AUTHORIZED REPRESENTATIVE Monroe County BOCC 11100 Simonton Street :;", r ��• �,a•rS fl '� __..,.,. AICOIRD 25 (2016,103) C 1966-2015 ACOIRD CORPORATION, All Irights res'er— Tlhe AICOIRD name and(logo are Iregistered Imarks of ACOIRID 155 20118 Cdalian MONROE COUNTY,FLORIDA REQUEST FOR WAIVER OF INSURANCE REQIUIREMENTS It is requested that ift insurance requirements,as specified!in the Coiunty's�Sichedule of Insurance Requirements,be waived Dr,modified an ithe fullowing cantract. ConimictorlVendor-, Project or Service: AeW ContractoriViendor Address&Phoine M. 47 P.1") -7 General Scope of Wo& (4 CC4, Reason for Waiver or Modificadow Policies Waiver or Modification will apply to: Signature of Contractor-Weril proved Not Approved Dale: Ap Risk M00agelincill Sig late' County Administrator appeal. Approved; Not Approved, Board'orcounty Commissioners wpi Approved� Not Approved: Meeting Dole: Administraliv lasirmclio4 7500.7 IIp 156 EIGHTH AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION, KEY WEST,MONROE COUNTY,FLORIDA THIS EIGHTH AMENDMENT TO LEASE AGREEMENT is made and entered into this 20th day of September, 2023, 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 "Original Agreement"); and 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,LI_,C,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 Original Agreement to renew the term for the first of five (5) optional one-year periods with the tern 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%; and 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, 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 the U.S. Bureau of Labor Statistics at December 31 of the previous year of 1.4%; and WHEREAS,on January 21,2022,the BOCC approved a Fifth Amendment to the Original Agreement to abate one-half(1/2)of the monthly rental payment due by Lessee for a partial month of Oct ober 2021 and the Rill month of November 2021, due to Higgs Beach shoreline restoration project closures, which was initiated by the County; and roved a Sixth Amendment to the WHEREAS, on September 21, 2022, the BOCC app ies renewed the term with original Agreement in which the part eoron October 15, 2023, and th g rental the term to commence on October 16, 2022, and term ge the U.S. Department of amount was adjusted in accordance with the percentage u e as reported by the U S Bureau Commerce Consumer Price Index(CPI-U)for revi o Urban earnof 7/o, �ith the total monthly rental of Labor Statistics at December 31 of the p y -five and 52/100 ($565.52) Dollars, with an effective payment increasing to Five Hundred Sixty date of October 16, 2022; and WHEREAS, On December 7, 2022, the BOCC approved the Seventh Amendment ent for October 2022 due to the allowing for abatement of a portion of the monthly rental paym Hurricane Ian closures; 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 Eighth Amendment to Lease Agreement, NOW THEREFORE,IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. In accordance with Paragraph 6 of the Original Agreement, the County exercises the option to amend the agreement and the 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 6.5%with payments increasing from S565.52 per month to S602.28 per month; with an effective date of October 16, 2023, and to terminate on October 15, 2024. 2. In accordance with Paragraph 5 of the Original Agreement, the County exercises the option to renew the agreement for the Fifth of(5)five optional (1) one-year periods. This renewal shall commence on the 16th day of October,2023 and end on October 15,2024,unless terminated earlier under another paragraph of this agreement. 3. Except as set forth in paragraph 1 and 2 of this Eighth Amendment Agreement, in all other respects, the terms and conditions set forth in the Original Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seats the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY,FLORIDA By: By: As Deputy Clerk Mayor APPROVED AS TO FORM&LEGAL SUFFICIENCY Monr a ounty Attorney's Office Date. j-Q,) 09/05/2023 N thalia Mellies Archer Ass tant County Attorney Witnesses for CONTRACTOR: CONTRACTOR/LESSEE: SALUTE" T SPORTS,LLC Signature "Signature of person authorized to legally bin the Corporation Print Name and We � Date: 21, Print N me and Title Address: '1 ry �� Signatures Telephone Number Print Name and Date �� c c,rii Zed ema6 lec! 11�q(22 SEVENTH AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION,KEY WEST,MONROE COUNTY,FLORIDA THIS SIXTH AMENDMENT TO LEASE AGREEMENT is made and entered into this 7th day of December, 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'T'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 "Original Agreement"); and 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 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%; and 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, 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 the U.S. Bureau of Labor Statistics at December 31 of the previous year of 1.4%; and WHEREAS,on January 21,2022,the BOCC approved a Fifth Amendment to the Original Agreement to abate one-half(1/2)of the monthly rental payment due by Lessee for a partial month 1 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 WHEREAS, on September 21, 2022, the BOCC approved a Sixth Amendment to the Original Agreement in which the parties renewed the term for an additional one-year period with the term to commence on October 16, 2022, and terminate on October 15, 2023, and the rental amount was adjusted 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 7%, with the total monthly rental payment increasing to Five Hundred Sixty-five and 52/100 ($565.52) Dollars, with an effective date of October 16, 2022; and WHEREAS, Hurricane Ian passed by Key West on September 27 and 28, 2022, causing significant damage to Higgs Beach resulting in the beach being closed to the public; and WHEREAS, said damage rendered Higgs Beach unusable and affected the ability of Lessee to conduct its watersports business on the beach; and WHEREAS, the Lessee has requested the County to abate a portion of its monthly rental payment for October 2022 due to the Hurricane Ian closures; and WHEREAS, Monroe County Board of County Commissioners has agreed to abate a portion of the rental fees while the business was closed because of the significant damage and the beach closure; 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 Seventh Amendment to Lease Agreement; NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. In accordance with Paragraph 6 (a), (b), and (c) of the Original Agreement, as amended, Lessee currently paid rent in the amount of Five Hundred Twenty-eight and 52/100 ($528.52) Dollars per month as of the time of the beach closure on September 27, 2022,plus applicable use tax, for retail merchandise or service concession space, with said rental payments due by the first (1") 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. 2 2. Except as set forth in Paragraph I hereinabove, all other provisions of the Lease, as amended,not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA, LESSOR By: By: As Deputy/Clerk Mayor/Chairperson WITNESSES: 1000 ATLANTIC BOULEVARD, LLC, A Florida Limited Liability Comppn , c. lam/ Signature Title. Managing Partner e,c"d 43kh 11191 zz Print Name Date Print Name Date Signature Print Name Date 11/9/2022 3 s C;GUp7 7 Kevin Madok, cpA y,.,.. F Clerk of the Circuit Court& Comptroller-- Monroe County, Florida tia .•'4 DX1,E: October /1, 2022 ` '1'0: Williaar) DeSatttis, Director 1"sac ilitics maintellallce Cltrissy(.,(:)hills 1:xecattive Admittist.rsitc:>r Alien Stery(m ('c)ntract Mc711it(:)r 1110m: 1,ir N"(, gue, 1.eputy('lci,k S1113 1:(''1": September 21 st 13()CC' Mec tiro h l c 1(,a1.1caNN,iaag item has beer) cxcc-ratc(l sat)cl sacldc(l to the rcc�card: 0) Sixth Amemiment to 1,cnsc A.gmemet)t with SsIlatte W:atersports, 1'a" to renew the tcxart liar all additiomal one-year with the term to) ccmancnce Ortc)bcr 16, 2022, sand te.rminnte (>tt October 15, 2023, with. n 7% ('11-1.J increase it) the rc.t)t. '1,hc tnc>ttthly j),nv tcnt will increase frcatn $ 2li. 2 to $565.52 phis 7. % cal'grcass sales. Should you have arty cluestiorls please feel free to contact,nee at.('305) 292-3550. cc: C'oaanty Attcwatcy 1{in4,111C. 1"ilc; 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 163 SIXTH AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION,KEY WEST,MONROE COUNTY,FLORIDA 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 "Original Agreement"); and 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 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%;and 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, 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 the U.S. Bureau of Labor Statistics at December 31 of the previous year of 1.4%; and WHEREAS, on January 21, 2022, the BOCC approved a Fifth Amendment to the Original 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 1 164 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; 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; 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 Agreement for the fourth of five (5) optional one-year periods. This renewal shall commence on the 16" day of October 2022, and ends upon October 15, 2023, unless terminated earlier under another paragraph of this Agreement, as amended. 2. In accordance with Paragraph 6 of the Original Agreement, the County exercises the option to amend the Agreement and the rental amount shall be c=, — ; 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 b the U.S. Bureau of Labor Statistics at December P Y T - 31 of the previous year of 7%, with payments increasing from Five Hundred Twenty-eight and 52/100 ($528.52) Dollars per month to Five Hundred Sixty-five and 52/100 $565.52 Dollars per month; with an effective date of October 16, 2022. 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 Original Agreement, as amended, remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have set their hands and seals the day and year first above written. 14-1 BOARD OF COUNTY COMMISSIONERS t VIN MADOK, CLERK OF MONROE COUNTY,FLORIDA B As eputy derk M M Date: - Zp zZ MONROECOUNTYATTORNEY'S OFFICE 7 A►� 0VED^S TO M �c PATRICIA EAGLES ASSISTANT COUNTY ATTORNEY 2 DATE: UaQ22 165 _..w...w....w..�. Sipatttre, o 1 cirsicoii authol ize(l to, ., .......... ................ �n Iff r!4)t �J . ... �.W�..__... . ........... ....... .............. _... .......... Navno.r an"N l hvh Tie,loplm n c Nu ri"t[wr 166 SALUWAT-01 REGANL ATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 9/8/2022 THIS CERTIFICATE IS W ISSUED AS A W MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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 ...--t.hi.s.-c.ert.i.fic.ate.-d.o-e.s-n.ot.c-o.nfe.r-rig!Its.ti�J!1e_c�e!!ificate holder in lieu of such endorsements PRODUCER �RMJACT Linda Regan Insurance Office of America PHONE FAX F 13361 Overseas Highway (A/C,No,Ext): (305)537-2782 (A/C,No): Marathon,FL 33060 R-6ftss,Linda.Regan@ioausa.com INSURER(S)AFFORDING COVERAGE NAIC# Century Surety Company 36951 INSURED INSURER 6: Salute Watersports,LLC INSURER C: 729 Thomas Street INSURER D: Key West,FL 33040 INSURER E: INSURER F: 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 CONTRACTOR 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 ADDLSUBR POLICY POLICY EFF POLICY EXP LIMITS .LTR JuSo-WY,11 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE � X I OCCUR CCP1082332 8/2/2022 8/2/2023 DAMAGE TO REW ED 100,000 X PREMISES(Ea occurrence) $ X Owner's&Contractor MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PEIR GENERAL AGGREGATE $ 2,000,000 X � POLICY ILOC PRODUCTS-COMP/OP ASS $ Included A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 500,000 (Ea accident) $ ANY AUTO X CCP1082332 8/2/2022 8/2/2023 BODILY INJURY(Per person) $ OWNED SCHEDULED AU10SONLY AUTOS BODILY INJURY(Per accident) $ X HIRED X NON"OWNED 0 PL,"��c J'Y AUTOS ONLY AUTOS ONLY Per ntl�AMAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS MADE AGGREGATE WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN EIR ANY l�IROI�IRIEIOR/PARINER/EXECUIIVE E L EACH ACCIDENT' A;in'�F��.'rmv i M EXCLUDED? NIA EL DISEASE-EA EMPLOYEE $ If(,,Ies describe under IP1 ION OF OPERATIONS below EL DISEASE-POLICY L M 1 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named A/I CG 2011 0413-Landlord Monroe County BOCC is additional insured with respect to General Liability and Auto Liability APPROVED BY RISK MANAGEMENT DATE 9/k�02� WAVER NfA.--.11111 Y IF' 111— _C5,RT1.F1CAT,E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Monroe County BOCC 1100 Simonton Street ACORD 25(2016/03) 0 1988-2015 ACORD CORPORATION. All rights reser"-' The ACORD name and logo are registered marks of ACORD 167 2018 Ulm MONROE COUNTY,FLORIDA 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 an the following contract. Contmc(or!Vendor� Project or Service: ControctorlVendor Address&Phone it: 0 -7, General Scope of Work,, "10 CJe,,,,3' ............ Reason for Waiver or .... ...... Modification; e. Policies Waiver or Modification will apply to: ............... Sigoature of Con(mctor./Vendor: Dale: P/ Approv Not Approved Risk Management Sig nature. - Dole, County Administrator appeal: Approved: Not Approved: Dole: Board of County Commissioners appeal: Approved: Not Approved: Meeting Dale: )q z 4 cz Administrafivinstrucliol 7500.7�1,) 104 evf) 168 �R cougrQ Kevin Madok, CPA O: p &o ........ '� Clerk of the Circuit Court&Comptroller—Monroe County, Florida Nye co�� DATE: July 30, 2019 TO: Alice Steryou Contract Monitor FROM: Pamela G. Hanco , C. SUBJECT: July 17' BOCC Meeting 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. cc: Facilities Supervisor County Attorney Finance File 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 305-852-7145 169 From: ±AL� To: 2mo±km=h Cc: GmouiL-Aka;SatiLd&n;2=2-6UiA;G&uL-M=�G�J��b� Subject: 7-17-2019 agenda item C-29: Assignment,Assumption,and consent of Lease from Tropical Water-sports,LLC to Salute mmtersports'uc Date: Tuesday,July yu,201* 1:1*:04PM Attachments: rarn: This is further to our phone call this morning. | have reviewed this agenda item, which was approved by the BO[[on 7'17'2019 as item ['29 and is a Lease Assignment, Assumption and Consent ("Assignment") of an underlying Lease Agreement for Higgs Beach Concession between Monroe County and Tropical VVatersports, LLC dated Oct. 17, 2018 ("Under|yingLease"). The Underlying Lease is being assigned, with consent nfthe County, frVU1TrVp|ca} VVaterspVrts, LLCtV Salute Water-sports, LL[ Monroe County isthe Lessor and Tropical VVotersports (or now, Salute VVotersports) is the Lessee. Paragraph 1.3 of the underlying Lease Agreement required the Lessee to obtain vehicle liability insurance in the amount of$3OO,OOO, and to provide Certificate of Liability insurance showing the County as an additional insured "within fifteen (15) days after award ofproposa|" (this contract was the result VfaDRFP). Apparently Salute VVaterspVrts has not provided evidence Vfthis cover-age. 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. ft i"snnyop/n/on be by the &foyo� no�m//�h��ond�� �hefbc��ho� �o/u�eN/o�ersporIs, LL[hosnot yet:pr( v/dedev/dence /nsuroncecovero�e //�hos c��cren�/v1,)rov/dedev/r�henceof the other,covero�esrer� u/redhy the Under/y/n(�,JLecse/ Paragraph 13 of the Underlying Lease required Tropical VVatersportsto provide evidence of 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 VV8ter5portSwould instantaneously bein breach of the Assignment ag soon agitigexecuted. Under paragraph 12ofthe Underlying Lease, the County would provide Salute with a reasonable period of tirne to cure the defect. The most likely means of curing the defect would be: l. Vendor submits 8certificate o[ insurance for the vehicle liability insurance, 2. Vendor Submits a request for a waiver of the insurance, which the County is free to approve nr not, pursuant tV the concerns in8separate e-m8i| from Sid Webber. 2. Vendor requests an amendment to the Underlying Lease,to remove the vehicle liability insurance requirement. The County always has the option to terminate the Under-lying Lease if the default is not cured, 170 pursuant to paragraph 12of the Underlying Lease. Also, paragraph 18of 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\. Attached is a copy of the agenda itern C-29, as well as agenda itern C-30,for assignment and assumption of an agreement to manage the pavilion next to Salute's restaurant. Please, execute both. /A}|ce, please review and make sure we got all of the pages of the respective agenda |Lems.\ Thank you. Cynthia L. HaU, Esq. Assistant County Attorney Monroe County Aoomay's Office 1111 12th Street, Suite 4O8 Key West, PL33V4V (305)282-3470 (305)292'3516(hex) 171 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 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: 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. Asstimption. 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. 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: (i) Assignor and Landlord are all of the parties to the Lease; (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; (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; 172 (v) to Landlord's knowledge, no defaults on behalf of either Assignor or Landlord have occurred and are continuing under the Lease, nor have any events 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: 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 33040 And Monroe County Attorney P. 0. 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 term of the Lease shall terminate on October 15, 2019, with an option to renew the Lease, at the County's discretion, for five (5) additional, one (1)year terms pursuant to paragraph 5 of the Lease; (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. FuH Force 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 2 173 inure to the benefit of Assignor,Assignee,Landlord,and their respective and permitted successors and assigns. 6. Counterparts. 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. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the d year first written above. BOARD OF COUNTY COMMISSIONERS VIN MADOK, OF MONROE COUNTY,FLORIDA ERK G.\6yY�0lT� By Deputy Clerk MayorNChairman TROPICAL WAT'ERSPORTS, LLC, Assignor S e e- 1'-J e- Witnesses By: - Name: Title: SALUTE WATER.SPORTS, h; -n . Assi '" 12 Witnesses � h � �= �. By^ eD CD Name: Title:- M A t-jA G-R - t MONME MUNTY ATTORNEY''S OMCE -C CLAMOi�+� PATRICIA EOL.ES MISTANT A RNEY 3 DATE � 174 inure to the benefit of Assignor,Assignee,Landlord,and their respective and permitted successors and assigns. 6� "trot arts~ This Assignment may be executed in any number of counts arts each of which shall be deemed an original and all of which said counterparts together shall constitute onc agreement with the sarne effect as i.f the pmlies had signed the same signature page. IN WITNESS WHEREOF, the parties have hereunto set their liands and seals as of the day and year first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST- KEVIN MADOK, OF MONROE COUNTY, FLORIDA CLERK By: By: Deputy Clerk Mayor Chairman TROPICAL WXrERSPORTS, f I Assignor Witnesses RO E�*T St C, REXTER C By: ui'b ate Notary P 11c of Rhode nd my commi5s, n Expires Nwne; SALUTEWATERSPORTS, LLC, Assigriee Witnesses By: Name: . ............................................................................................. Tifle: WMOE COUNIT"t ArrDRNFVIE'G OFFICE,,, �r WAS TO FOR I rwrml A MUM ASSSTAwcoqf��r Al Its ,: ....... 175 EX URTT"dam. LEASE AGREEMENT FOR ,HIGGS BEACH CONCESSION dated October 17, 2018 4 176 LEASE AGREEWNT FOR HIGGS BEACH CQNQESSION 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 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 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 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 WHEREAS,the Lessee desires to enter into such a lease and represents'to 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: I. Prsabes- 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 shalt 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 "#I" 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 "a" attached hereto and made a part hereof; 2. Concession Produch. and Services. This agreement is limited to rentals of lounge chairs, lawn/patio chairs, umbrellas, volley balls, and watersports equipment, to include Page 1 or20 177 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. 3. Lease Documeal ., 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 RFPP 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 j 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 intereet sound system. tither 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 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. 5. Term. This Lease Agreement shall commence retroactive to the 161h day of October, 2018, and will terminate on the 150' 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) days prior to termination of the Lease or any renewal thereof. 6. Rental alld_Fees. Page z or2o 178 (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; (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 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 I st through December 31 st inclusive. I f t h c annual guaranteed minimum of 10.125% is applicable, payment shall be 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. (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 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 trade payable to the Monroe County BUCC and directed to the Facilities Maintenance Contract Monitor, 1100 Simonton Street,211 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 months, 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. (1) Lessee must open the operation for business within fifteen (15) days of the effective date of this Agreement. (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 20 179 reasonable and timely access to such records of each other party to this Agreement for public records purposes during the terra of the Agreement and for four (4) years fallowing 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. (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 1 l 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 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 1614 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. 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 govemmentai 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 "Force Majeure Event"). Accordingly,the parties further agree that: (a) Upon the occurrence of Force Msjeure 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 4 020 180 o (I L, 7 2- AGREEMENTFOR PURCHASE AND SALE OF ASSETS THIS AGREEMENT r-OR, PURCHASUAND SALEOF ASSETS (the "Agreement") is entered into as oftlic day of June, 2019, by and arnone, TROPICAL WA:17ERSPORI'S, LLC, a Florida limited liability company. as Seller and CHRISTOPHER J, L,EMBO, as Member (collectively referred to herein as "Seller"), And SALUTE-wATERSPORTS, LLB", as Buyer (hereinafter referred to as "'brayer""). R E C I'll A L S, WHEREAS, Buyer desires to purchase from Seller arid Seller desire to sell to Buyer, certain of the Assets (as hereinafter defined) owned by Seller and used in the operation of the business located on Higgs Beach at 1000 Atlantic Boulevard, Key West, FI,known as "Tropical Watersports Key West"(the "Business");and WHEREAS, as a material inducement to Buyer to purchase the Assets, Seller desires to rnake certain representations arid warrmities and agrees to be bound by certain covenants and obligations as hereinafter provided, A, NOW, THEURFORE, in consideration of' the nititual covenants, agreements, representations and warranties contained in this Agreement,the parties hereby agree as follows. I., Assiets, I Assets u) be Iticludcd in the Irma Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer a6yreles to purchase from Seller, assets and properties owned by Seller arid used in tile Business,tangible or intangible,as the saute shall exist at the close of business on the closing date (the assets being transferred hereunder are collectively referred to as the "Assets") including, without limitation, the following: (a) All items referencid on the Equipment List attached hereto as Exhibit "A", including but not lintiled to:as Trailer Hut Tiny House,as golf cart,beach lounge chairs and cushions,custom unibrel[as,kayaks,paddleboards,lawn/patio chairs,inflatable rafts,tools, compressor, drills/jack/locks, cabinets/cash drawer, umbrella cart-beach wheelz, paddleboard rack,i i teras for retail sale(including mask and snorkel sets,towels,suriblock), volley balls, beach and watersports equipment, and any and all other tangible personal property situated on Higgs Bewh at 1000 Atlantic Boulevard,Key West, FL and used in the Busuiess mid as exist as of the Closing Dale; arid (b) All of' Seller's right, title, arid interest in that certain Lease Agreement dated October 17,2018(the"Lease"),by and between Monroe County,as political subdivision of the State of Florida, as Lessor and Seller, fur lease ol'prernises on Higgs Beach for the operating of concessions as described in the Lease; and 181 (0 'Io the extent assignable, all licenses, penruts, rand approvals issued by any governmental or regulatory authority which are assignable and which relate to the Business. At closing, the Assets shall be conveyed to Buyer free and clear of all liens, pledges, security interests,charge,;, claims, restrictions aced encumbrances of any nature. I J!—ur-ch-a-,q Brice. Mg. Buyer promises ro pay to Seller I'we!nty-Ftve'fliotisatidaiid tiff/1,00 Dollars ($25,000,00) for the purchase of the Assets. Upon executi011 of this Agreement, J3uyer shall place on deposit. with Escrow Agent, Oropeza, Stones & Cardenas, PLIX an earnest money deposit in the arnount of Five'Illousand and 00100 Dollars ($5,W0,00) (the, "Escrow Deposit") which shall be applied to the Purchase Price oil the Closing Date,subject to the terms and conditions herein, On the Closing Date,in addition to the Escrow Delmsit,Buyer shall pay TwentyThousand and 00/100 Dollars ($20,00UO) in cash, by wire transfer of immediately available funds (tile "Closing Payment"). 3. y,,, This Agreement and Buyer's obligation to close hereunder, is contingent upon Buyer's receipt ol'approval and written consent to assignment of the Lease ftorn Seller to Buyer frorn the Board of Commissioners of Monroe County,Florida. Personal LIr2 .get yJIjL-s, Buyer shall not be responsible for any of Seller's obligation% for business, withholding, income or other taxes whatsoever,or any taxes of any kind concerning the Business or the A ets used in the Busincss that are related to any period before the closing date, Seller shall not beresponsible for arty ofBuyers taxes. 4, Buyer shall not assunne, pay, or discharge itnitinents,undertakings or liabilities of Seller. any debts.obligations,contracts,loans,con 5 ft.L den Latigns L)L�clL . Seller,qr a Memb ild er represent to Buyer that the following facts and circurnstances are, and at all times up to the closing date will be, true and correct, Each representation set forth herein shall survive the closing, 5.1. ation and A K-Qf—S 01 Le L)r.6,anig orit IL e it a[JinforL-ab-ity, Tropic I Waterspons. LLC, 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 corfx)rate power and authority to enter into this ,ogre erwent and the documents to be delivered hereunder, to carry out its obligations ficreunder and to consurninate the transactions contemplated hereby.The execution,delivery and perfbi-manse by Seller and Member of this Alvicement and the documents to be delivered hereunder and the consummation of the transactions contentplated hereby hawse been duly authorized by,all requisite corporate action on the part of Seller, This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller,and(assuming due authorizution, execution and delivery by Buyer) this Agreement and the documents to be delivered hermulder constitute legal, valid and binding obligations of Seller,enformble against Seller in accordance with their respective terrns. 52 Title to Assets and Condition. Seller and/or Member has/have good and marketable title to all of the Assets,whether tangible or intangible. All of the Assets are 2 182 free and clear of mortgages, liens, pledges,,,chargcs, encumbrances, equities, claims, covenants,conditions or restrictions except for current taxes not.yet due and payable. All tangible personal property used in the Business is in good operating COndition and repair, ordinary wear and tear excepted. 53 QOj�rwliaijg )6%Li Uqws. The Business,, Seller and/or Member have complied with and Ware not in violation of,applicable federal,state,or local statutes,law and rebrulations (including, without linination, any applicable building, zoning or other law, ordinance or regulation) affecting the Assets or the operation ref the Business. All transfer, sales, use, slanip, 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 due. 5.4 The Businem,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 terms of the Lease. 5A Condition gndSuf'rr cy AW "Flie Assets are in good condition and are giM _qfj _tk� ' adcquate for the uses to witich they are being put,and none of sock Assets are in need of rmaintenance or repairs except fbr ordinary, routine maintenance and repairs that are not material in nature or cost. The Assets are sufficient for the continued conduct of the Business after N the Closing in substantially the sarne manner as conducted prior to the Closing and constitute all of the riopts, property and assets necenssary to conduct the Business as currently conducted. 5.5 Retail Inyv!ejntoi All retail inventory included in the Assets consist of a quality usable and salable in the ordinaiT course of business, and qali i;ij; SA N Q zI E !lLs. Seller is not a "foreign person" as that term is used in -_:L ,rrcasury,Regulations Section 1.1445-2. 53 j—,e-Igil—Procee . There is no claim, action, suit,proceeding or governmental investigation of any nature pending or, to Sepees knowledge, threatencAl against or by Seller relating to or affectinig the Assets, or that challenges or seeks to prevent, enjoin or otherwise delay the transactioms contemplated by this Agreement, No event has occurred, or circumstances exist that may give rise to,or serve as a basis for,any such action. Seller and/or the Business Ware not in def1rult with respect toany order,writ,injunction or decree of any federal,state,local or foreign court,department,agency or instnunentality, 6 lIdSmnj f i gatiff 6.1 d�- * c:ja�fioj_L,)tLIjgaIion. Seller shall indeinnify and hold harmless Buyer, its officers, directors, employlees, agents, uccessors, and assigns, against and in respect of a and all direct or indirect darnages, claims, losses, liabilities and reasonable expenses arising as a result,of any actions,or inactions of Seller prior to the closing. 6.2 Buyer shall indemnify and hold hanilleis Seller,its officers,directors, employees,agents,successors,and assigns against and in 3 183 respect of any and all direct or indirect dainages, claini%or liabilities arising after the date of closing. 7. !Zoyenant Tint to QqLn1.1ptg,.., As a substantial and material inducement for Buyer to enter into this Agreement, Seller covenants and agrecs that, for a penod of three years froin 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 sarne or similar to the busine-ss being conducted by the Buyer within Monroe County, Florida. Seller further covenants and agrees that Buyer's remedy at law for a breach of this covenant not to compete will be inadequate to compensate Buyer for darriages, resulting firom 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. & Waiys-r_of jury Trial. Each party acknowledges and agrees that any controversy which inay arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and linconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreentent or the transactions conitemplated hereby. 9 �:i—gy qm Attorney' Lees. This Agreentent shall be governed by the laws, including conflicts of laws,of the State of Florida,as an Agreement between residents of the State of Florida to be perfortned in the State of Florida. If a party brings an action to enforce the provision'5"of this Agreement,such action shall be brou,gjtt in Monroe County,Florida and the prevailing party to such dispute shall be entitled to recover from the losing party reasonable artorney's,fees and cost. 10. tj os i n X. Closing shall occur at the law offices of Oropeza, Stones & Cardenas, PLLC, 221 Simonton Street, Key West, Florida 33040, an or before July 19, 2019 or two (2) bLiSinCSS&YS 150110,Wing approval of assignment of the Lcase,whichever shall last occur. At,thtr("'losing, Seller shall deliver to Buyer the following: G) a Bill of Sale duly executed by Seller,transferring the Purchased Assets to Buyer; (ii) a Closing Statement; (iii) an Assigninent of the Lease,so long as Monroe County hats al-fproved and consented to such assignment, (iv) an Assignment and Assumption Agreement duly executed by Seller,effecting tile assignment to and assumption by Buyer ofthc Assets; M an LLC certificate and resolution consenting to the herein contemplated !sale; (vi) a Release and Consent to use of the Company name; "Tropical Watersports"and derivations thereof, mid (vii) such other custorrairy instruments of Itansfer,assumption, filings or documents,in for and substance reasonably satisfactory to Buyer,as may be required to give W effect to this Agreerricin. 4 184 At the Closing,Buyer shall deliver to Setter the following: (i) the Purchase Price; the Assignment and Assumption Agreentent duly executed by Buyer; (ii) a Closing Statement; (ill) 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 transfenassumption,filings or documents,in form and substance reasonably satisfactory to Buyer,as my be required to give effect,to this Agreement, I'N WITNE SS WHERE OF,we have hereunto set our hand and seals on the date first above written. SELLER: TROPICAL WATERn, LLC, By: CHRI OPHER J. LEMBO,,Managing Me er MEMBE CHRISTOPHE7 EMBO,Individually L BUYER: SALUT ATERS ORTS,LL , a Mlorid ited liabil 'co rnpany, By:, 4AR.D HATCH,N anaging Member 185 EXHIBIT "A" "4 r + u; " 8 t vlro +n Lon a" Ual g 8 8 Lon 8 s 00 r% r14 li CL N "4 0 CL vi rn e4 CM wl 04 Vol la ra a or Ll 1 " a 186 Clerk of the Circuit Court&Comptroller-- Monroe Countyr Florida TO: Alice Stcryouu a<auatract Monitor FROM: Paunela G. llaaxc,ca(: . . SUBJECT: October 17'BOCC Meeting 7lttacbed is a duplicate original of Item S ,one year Lease AgTeement witli Ti- aic-al "1 atervorts, LL , for a mobile retail mercliandise or ser%rice concession -it I liWs Beacli, for your luandlin,g. Slunuulcl you luavc any questions, please feel free to contact,me at ext. 3550. "Thank yoti. cc: Facilities Siq)ervisor 3ouuaty Attorney T*in, cc :bile 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 Keay,Florida 33070 305-294-4641 305-289-6027 305-852.7145 305-6 2-7145 187 LEASE AGREEMENT FQRHjQQS BEACH CONCESSION THIS LEASE AGREEMENT is made and entered into on the 17th day of October, 20,18, by and between MONRO,E 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 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 330401; 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 Lessec 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 WHEREAS, the Lessee desires to enter into such a lease and represents to 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: 1. Premises. Lessor hereby leases to Lessee the area identified and shown on Exhibit "A", hereafter the "Premises", for use as a Concession. Exhibit "'X" 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 '*I"' 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 2. Concession products and Services. This agreement is limited to rentals of lounge chairs, lawn/patio chairs, umbrellas, volley balls, and watersporis equipment, to include Page I of 10 188 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. 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, lPod, or internet 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 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, 5. Term. This Lease Agreement shall commence retroactive to the 10h day of October, 2018, and will terminate on the 15"' day of October , 20 19, 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) days prior to termination of the Lease or any renewal thereof, G. Rental and Fees. Pagc 2 of 20 189 (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; (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 basis. A calendar year shall run from January I st through December 31 st inclusive. I f t 11 e annual guaranteed minimum of 10. 125% is applicable, payment shall be 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. (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 calendar year ending on December 3 1 st. 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. (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. (P Lessee must open the operation for business within fifteen (15) days of the effective date of this Agreement (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 20 190 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 .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, (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 I I of this agreement, if tile 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 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 at 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" 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. 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 beyond the reasonable control of the parties, (and such cause being referred to as, a "Force Majeure Event"). Accordingly,,tile parties further agree that: (a) Upon the occurrence of Force Majleure 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 20 191 (b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. (b) Upon the occurrence of a Force Majeure Event, the non-perfortning 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 terms of the Agreement. 8. Back gLqgnd ChccWPersonugl. Lessee's employees must consent to Level I 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. (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. (b) Communication between the County Representative and the concession pctsoluiel 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 tile Lessee will be the f.esqeeq emnInvep- qnd in nn wnv hA�, nnv s-RRnrintinn with tho rminiv riip, i pce.- chn-11 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 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. Page 5 of 20 192 (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 scrvice 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 pennitting. 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 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 mad use. I O. Use apd CgUditions. (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 rccyclables. 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. (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 fighting of any type, including signage, (d) Smoking shall be prohibited by all concessionaire employees within fifty(50) feet 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 20 193 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 3 1, when Save- 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. M Ltssor's Tennination. Except as otherwise provided herein, the Lessor may cancel this agreement when, after giving the Lessee thirty(301)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. 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. 11 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 Page 7 of 20 194 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 insurance coverage which includes,at a minimum: Worker's Compensation-$100,,000 Bodily Injury by Accident; S500,000 Bodily Injury by Disease, policy limits; $100,000 Bodily Injury by Disease,each employee Vehicle Liability-$3001,000 combined single limit General Liability-$3001,000 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, Slab UP;I lglit LU JUqUUbt d UVIL111AZU UJPY U1 Wly or 411 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. (b) The Lessee must keep in full force and effect the insurance described during the term or this agreement. If the insurance policies originally purchased that meet tile 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 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 underinslured, 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. Page 8 of 20 195 (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 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 [lie 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 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. pion-Exclusive LRjgbLs, 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 nonexcllusive 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, excepted. 16. Counix's Righl Q(Ent!j. 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. 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, Ifthe 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. 18. Indemnification/Rold Ha,Mless/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 20 196 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. 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 V11 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 on the basis of handicaps; 4) The Age Discrimination Act of 1975,as amended (42 USC ss.610 1-6107)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, 6�90dd-3 and 290ce-3),as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title V111 of the Civil Rights Act of 1968 (42 LJSC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing or 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 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. 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 or 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 liens authorized in Chap. 713, Fla. Slat,does not apply to the Lessor. 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 10 of 2D 197 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. 21 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. 23. .ubordinatiori. 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 Purnases. It is expressly covenanted between h' —*-- Me pallucS hriew that the Lessee wiLl itut use, sufler nor permit any person to use in any manner whatsoever the leasehold property, not 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 ol'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 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 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 properly, and that said Lessor shall not incur any liability as a result of such ouster, Page I I of 20 198 26. No Waiver of Orgach., 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. Severabillty, 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. 28. Bindine 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. Authorily. Each party represents and warrants to the other that the execution, A delivery, and perl'urri-tarice offluls Agreement have been duly authorized by all necessary County and corporate action,as required by law. 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 patty prior to submission, 3 1.A0judication,of Disputes or Disagreement&I 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 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. Cooperation. 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 agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. Pago 12 of 20 199 31 Covenant 2f]Ng friftresil. 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 inforrnation. 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 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(fie right to terminate this Agreement without Liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such lee,commission, percentage,gift,or consid,eration. 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. 37, Non-Waiver of Lm%Mgi!X. 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. 38. Privi,lgges 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. Page 13 of 20 200 39. Lgeal. Obligations and Respopsibilities. Non-Dclegation 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"tent 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. 40. Non-Reliance by Non-EREfics. 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. 41. Attestations. Lessee agrees to execute such documents, as the Lessor may reasonably require, including a Public may Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. 42. No Personal Liabilily 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. 43. E—munion in_Countcrparts. This Agreement may be executed in any number Of Counterparts, each of which shall be regarded as an original, all of which to together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 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 rah ffiad_il]gs. 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 pursuant to this Agreement shall be sent by United States Mail, certified return receipt requested, Page 14 of 20 201 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. 16107 Laird Street 2 d Floor,Room 2-216 Key West,, FL 33040 Key West, L. 33040 0:5 304-0093 And Monroe County Attorney Post Office Box 10 Key West, FL 3,3041-1026 47. Rights Relcmd. Rights not specifically granted to Lessee by this Lease are reserved to the Lessor. 48. Governina 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 and to be performed entirely in the State. In the event that any cause of action or administrative 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. 49, Attorney's Fees and C2s_ts 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 attorneys 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. Pup IS Of 20 202 50. Mutual Rgvigw,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. 5 1. Entire Aare-ment. This writing embodies the entire agreement and e 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. (RE MAIND�ER OF PAGE INTENTIONALLY LEFT BLANKI Page 16 of 20 203 IN WITNESS WHEREOF,, each party has caused this agreement to be executed by 81 "� rid representative. r LESSOR: BARD OF COUNTY COMMISSIONERS � I�S' "IN MAI O&,CLERIC CP I°vl+( NROE COUNTY,FLORIDA rr C.'R y wr,mm.www�n.r By: By_' Deputy Clergy. Mayor/Chairmana Z Witnesses for Lessee: LESSEE: TROPICAL WATERSPORTS Signature person authorized to Signature legally b d Corporation 001, Date: 411�1f� /P- (N vel 5roA _.� . Print Marne Date Print Name Title Address; +✓ w �". Signature .717 GA Telephone Number t,� � Print Name Date M=Pipp ATTORNEYS OFFICE sT ICIA EABLES ASSISTANTCO1 I A t D' DATE: I Page 17 of 20 204 Exhibit A HIGGS BEACH SITE PLAN TENHN "SWE COLKTiWE°6 ,IECT MkNACEMENT AEKAU CWCaNcES .CANS &".ONGWON STORAGE IRAEER AdETAGP.m4h&T USTWaMCAM LLYML E3EAC}Y� t � •,�. " CMRENT PAGAN F001 WATcR � ��� ' mm tSTtMT3 RE5TT RENTAL EMPUEN1 aWL NOT NL BF.A H CLEWNG EOIPNEW FROM NG CE VhzNA1E OR*CNA I11419WPATFR PSE SENNEED FROM THE SWm"pMPWTEA � SWN EkWdE. ELC7 4fi I,VNdE E=NG'SEAW ALI �t P[ 5'tV7RSS Page IS of 2 205 N M p �,,..•may r: ,�° ��� � .r " i .ram t 7 4 - ,. " 1ep7'� 6, �LL The Higgs Beach Master Plan may be found t the following liar htt .Wwwcwvww.montoeepu nt -fl- ,-uw/i Fags 19 of20, 206 "'EXHIBIT C" Tropical Watersports Price List (all prices include sales tax) 2 Chairs and 1 Umbrella $20 Single Lounge Chair $10 Late day single chair (after 3,00�) $5 Late day set (after 3:00) $10 Umbrella $10 Kayak $1 0/per hour Paddlebcard $20/per hour Mask & Snorkel set $15 Conch Republic flag towel $12 Dnnnrnn 111n.-Lf Ciinkl^^Le 1 CAI I471 I IrA %O'U%�914 %..?Uf Volleyball rental $3 Inner tube rental $5 for 2 hours Outside watersports priced by outside vendors, Page 20 of 20 207 SALUWAT-01 DORSEYRI ACORO"° CERTIFICATE OF LIABILITY INSURANCE DAT8/5/2 D/YYYY) 024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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 endorsement(s). PRODUCER CONTACT Julie Broche NAME: Insurance Office of America PHONE FAX 13361 Overseas Highway (A/C,No,Ext): (305)537-2803 (A/C,No):(305)743-0582 Marathon,FL 33050 E-MAIL Julie.Broche@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: 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 ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDD/YYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR CCP5006204 8/2/2024 8/2/2025 DAMAGE TO RENTED 100 000 X PREMISES Ea occurrence $ X Owner's&Contractor MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PELT LOC PRODUCTS-COMP/OPAGG $ Included OTHER: HIRED NON OWNED $ 500,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 500,000 Ea accident $ ANY AUTO X CCP5006204 8/2/2024 8/2/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE j° k " AGGREGATE $ DED RETENTION$ `� r°^, ,„,„,,.,,., $ WORKERS COMPENSATION ,," �rv--"^^^'"` AND EMPLOYERS'LIABILITY ,�,�,�""" STATUTE EERH Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ d�.l 85.24 ,. , E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A ., (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under WAMMKt Y VW, DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named A/I CG 2011 1219-Landlord Monroe County BOCC is additional insured with respect to General Liability and Auto Liability when required by written contract as per form CG 2011 12 19. 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. AUTHORIZED REPRESENTATIVE Monroe County BOCC 1100 Simonton Street ~e'r?r Key West FL 33040 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reser208 The ACORD name and logo are registered marks of ACORD 2018 c(liban MONROE COUNTY,FLORIDA 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 an the following contract. - ConlmctorlVendor: a a cc U) Pr�j eel or Service: PI!111,41/1-1 ea, ContnctovVeridor Address&Phone It. oer Gtnergd Scope of Word. teez,41- (t 4.e e Reason for Waiver or P-I lo-er- Modificatlow .......... ------ Policies Waiver of Modification will apply to: Signature o(ContractofiVendor: .......... IV Approved I',, - ,� 4-, Not Approved Risk Management Sig More— County Administrator appeal, Approved; Not Approved: Datc Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: czi b4z), Administmi-ClAilruelio 1500.71- 60S' 209 ELEVENTH AMENDMENT TO LEASE AGREEMENT TO EXTEND LEASE FOR HIGGS BEACH CONCESSION,KEY WEST,MONROE COUNTY,FLORIDA THIS ELEVENTH AMENDMENT TO LEASE AGREEMENT is made and entered into this 7 5 day of February, 2025, 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 "Original Agreement");and 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 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%;and 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, 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 the U.S.Bureau of Labor Statistics at December 31 of the previous year of 1.4%;and WHEREAS,on January 21,2022,the BOCC approved a Fifth Amendment to the Original 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 WHEREAS, on September 21, 2022, the BOCC approved a Sixth Amendment to the Original Agreement in which the parties renewed the term for an additional one-year period with the term to commence on October 16, 2022, and terminate on October 15, 2023, and the rental amount was adjusted 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 7%, with the total monthly rental payment increasing to Five Hundred Sixty-five and 52/100 ($565.52) Dollars, with an effective date of October 16,2022;and WHEREAS, On December 7, 2022, the BOCC approved the Seventh Amendment allowing for abatement of a portion of the monthly rental payment for October 2022 due to the Hurricane Ian closures;and WHEREAS,on September 20, 2023,the BOCC approved the Eighth Amendment to the Original Agreement in which the County exercised its last option of(5)optional one-year periods with the term commencing on October 16, 2023, and terminating on October 15, 2024, and adjusted 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 st of the previous year of 6.5%, with the total monthly rental payment increasing from$565.52 to$602.28 Dollars per month,effective October 16th,2023;and WHEREAS, on October 16, 2024, the BOCC Approved the Ninth Amendment to the Salute Watersports, LLC Lease Agreement to extend for one (1) additional term, commencing retroactively on October 15, 2024, and terminating on January 15, 2025, with a 3.4% CPI-U increase in the rent. The monthly payment will increase from$602.28 to$622.76 per month plus $21.80 (3.5%) sales tax for a total of$644.57 per month not including the percentage of gross taxable sales;and WHEREAS, on December 11, 2024, the BOCC Approved the Tenth Amendment to the Salute Watersports, LLC Lease Agreement to correct a minor payment calculation that was identified in the monthly payment from the Ninth Amendment. The increase in the monthly payment from $602.28 to $622.76,plus the 3.5% sales tax of$21.80, should result in a total of $644.56 per month,rather than$644.57,not including the percentage of gross taxable sales and to extend the current Lease Agreement for an additional term commencing on January 16,2025,and terminating on March 16,2025;and WHEREAS,the County will be issuing a Request for Proposals(RFP)for the concession at Higgs;and WHEREAS, it would be in the County's best interest to extend the amended Agreement until the anticipated start date of the selected contractor from the new RFP,ensuring that services are not disrupted.;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 Eleventh Amendment to Lease Agreement. NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein,it is agreed as follows: 1. Paragraph 5 of the Original Agreement is hereby amended, and the following sentence will be added,effective on March 15,2025: This Lease Agreement shall be extended for a (3rd) additional term, commencing on March 15,2025,and terminating on March 31,2025. 2. Except as set forth in Paragraph l hereinabove,all other provisions of the Lease, as amended,not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have set their hands and seals the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK,CLERK OF MONROE COUNTY,FLORIDA By: By: As Deputy Clerk flay r APPROVED AS TO DORM 6 LEGAL SUDDICIENCY Mo¢r ., ¢¢tp AttnrneY'e QtNes Date: thA ..T Archer tact C—ty Atter¢eY Witnesses for CONTRACTOR: C N7CTOWLESSEE: S LUTE ERSP0 TS,LLC 'N'L� i Si natur `-f- g Sign re of pe qh auth �iz d to Ala �� ��� j � �� legall bind the Corporation Print Name a Date 1.�7 Date: t.,., ..... 1 Lear (,V i1 � Print Name and Title Address: -7211 r 3040 _ arz 2l Signature Telephone Number Print Name and Date