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HomeMy WebLinkAboutItem V2 Liz Yongue From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov> Sent: Tuesday, January 27, 2026 2:16 PM To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Senior Management Team and Aides; Liz Yongue; InternalAudit; Agenda Item Review Team Cc: Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne; Pam Radloff; County-Attorney; Allen-John; Danise Henriquez; Hurley-Christine; Rosch- Mark; Gambuzza-Dina; Beyers-John; InternalAudit; Valcheva-Svilena; Powell-Barbara; Morey-Brynn Subject: ADD-ON Item V2 01/28/2026 BOCC Meeting Attachments: 2026 01 Proximity Production GL AL exp 5.1.26 WC exp 1.1.pdf; AIS 0327.docx; License Agreement - 30320 Overseas Hwy BPK_Ig) appvd.pdf Good afternoon, Please be advised,the following Add On Item is set for inclusion day-of meeting prior to the approval of the Agenda: "Approval of License Agreement for Temporary Use(parking of equipment)on county property at 30320 Overseas Highway, Big Pine Key with Proximity Productions, LLC and GEP Administrative Services, LLC DBA Entertainment Partners for production of Bad Monkey." The Agenda Item Summary is attached.Once approved,this will be considered Add On Item V2. Sincerely, )V,rrystaC crontez Executive Administrator Monroe County Administrator's Office 1100 Simonton Street,Suite 2-20S Key West, FL 33040 Office:30S-292-4441 Cell:30S-8SO-8694 Courier Stop#1 Notary Public www.ri"ioriroeco�,,iirity.-fu..gov gorriez..kry:st,, 1.@ri"ioriroeco�,,iirity..-fl..gov ,.airity..fl.gov PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE. 1 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE ! Mayor Michelle Lincoln,District 2 The Florida Keys m Mayor Pro Tem David Rice,District 4 Craig Cates,District 1 James K. Scholl,District 3 Holly Merrill Raschein,District 5 Regular Meeting January 28, 2026 Agenda Item Number: {{section.number}}{{item.number}} 26-0327 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: 10:00 A.M. STAFF CONTACT: AGENDA ITEM WORDING: Approval of License Agreement for Temporary Use (parking of equipment) on county property at 30320 Overseas Highway, Big Pine Key with Proximity Productions, LLC and GEP Administrative Services, LLC DBA Entertainment Partners for production of Bad Monkey. ITEM BACKGROUND: This would authorize the temporary use of county-owned property for film production activities related to Bad Monkey, including limited vehicle storage, site access, and preparation within previously cleared areas, subject to insurance requirements and county oversight. PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATION DOCUMENTATION: FINANCIAL IMPACT: LICENSE AGREEMENT BAD MONKEY—30320 Overseas Hwy, Bit Pine Key, FL THIS LICENSE AGREEMENT is made and entered into on this day of , 2026, by and between the MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, (hereinafter the "COUNTY") whose address is 1100 Simonton Street, Key West, Florida 33040, and Proximity Productions, LLC., and GEP Administrative Services,LLC. DBA Entertainment Partners organized and existing under the laws of the State of California, (hereinafter the "LICENSEE")whose principal address is 4000 Warner Blvd., Burbank, California 91522. WITNESSETH: WHEREAS, the COUNTY owns an empty lot known as property located at 30320 Overseas Highway, Big Pine Key, Florida 33043, Parcel ID: 00111410-000100; and WHEREAS, LICENSEE has requested use of this County Lot in order to store and park filming equipment related to the production of"Bad Monkey" WHEREAS,the COUNTY is willing to grant the Licensee use of the property as described within this agreement as subject to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the foregoing and mutual covenants and promises hereinafter contained, it is agreed as follows: Premises. The COUNTY hereby grants to LICENSEE a revocable and non-assignable license to occupy and use, subject to all of the terms and conditions of this agreement, and LICENSEE does hereby accept from the COUNTY, in its "as is" condition, the Premises located at 30320 Overseas Highway, Big Pine Key, Florida 33043, Parcel ID: 00111410-000100, which is more particularly described in Exhibit"A" attached hereto and made a part of this License Agreement. License Term and Effective Date This License Agreement shall commence on the date first above written contingent upon full execution by the Parties, and shall continue until March 1, 2026. License Fees. The faithful performance by LICENSEE of all of the terms, conditions, and covenants contained herein shall be deemed to be substantial valuable consideration for the grant of this license to LICENSEE. Insurance Requirements. LICENSEE shall obtain and maintain at its own expense the insurance coverages listed within this provision prior to the use of property under this Agreement. All insurance requirements provided for in this Agreement shall be subject to review and approval by the Monroe County Risk Manager. The LICENSEE shall not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified herein. The LICENSEE shall maintain the insurance required by this section throughout 1 the entire term of this License Agreement. Failure to comply with this provision may result in the immediate termination of the license agreement at the County's discretion. Prior to LICENSEE entering the Premises, LICENSEE shall provide, to the County, as satisfactory evidence of the required insurance, either Certificate of Insurance or a Certified Copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. The Monroe County Board of County Commissioners will be included as "Additional Insured" on all polices, except for Workers Compensation. At a minimum, LICENSEE shall be required to maintain the following coverages: • Commercial General Liability: an Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this License Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the termination or expiration of this License Agreement. Coverage must include: Premises Operations; Blanket Contractual Liability; Personal Injury Liability; Property Damage. The minimum acceptable limit is $1,000,000.00 Combined Single Limit(CSL). • Business Auto Liability: LICENSEE's policy must include coverage for all Owned, Non- Owned and Hired-Vehicles used in the performance of work covered by this License Agreement. The minimum acceptable limit is $1,000,000.00. If Split Limits are provided, the minimum acceptable limits are: $500,000 per person; $1,000,000 per occurrence, $100,000 property damage. • Workers' Compensation. Contractor shall obtain Worker's Compensation Insurance with limits sufficient to respond to applicable Worker's Compensation state statutes and the requirements of Chapter 440, Florida Statutes. If the Contractor has been authorized by the Florida Department of Labor as an authorized self-insurer, the County may recognize and honor the Contractor's Status. If Contractor is claiming such self-insurance in lieu of Worker's Compensation insurance, Contractor shall submit a Letter of Authorization issued by the State of Florida and may be required to submit financial statements demonstrating a continuing ability to remain adequately self-insured. 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. The acceptance and approval of the LICENSEE's insurance shall not be construed as relieving the LICENSEE from any liability or obligation assumed under this contract or imposed by law. Rules and Regulations. a. LICENSEE agrees to accept the Premises in an "as is" condition. b. LICENSEE agrees to maintain the Premises in a state of good repair. c. LICENSSE shall not erect any structures or improvements on the Premises. d. It is hereby agreed that the Premises shall be used as parking for trucks and equipment related to the film production for"Bad Monkey" Season Two. 2 e. COUNTY shall have at any time during the term of this License, the right to enter upon the Premises to inspect LICENSEE's compliance Assignment. This Agreement is personal to LICENSEE and may not be assigned or transferred. LICENSEE shall not assign, sublease, or grant use rights to the Premises to anyone. Any attempted disposition by Licensee of an interest in the Property without Licensor's prior written consent shall be void and confer no rights upon any third person or entity, and grounds for immediate termination of this Agreement. Cancellation and Termination. COUNTY shall have the right to revoke and terminate this Agreement with or without cause, with 15 days' written notice to LICENSEE. Written notice given or sent by COUNTY to LICENSSEE, shall be deemed to have been fully given and/or sent pursuant to the Notice provision within this License Agreement. In the event Licensee's items, materials and/or belongings, or any items, materials and/or belongings which belong to any person(s) or entities retained by Licensee are not removed from the Premises in response to written notice of termination from County, or should County find it necessary in the event of an emergency to act immediately, County may remove Licensee's and/or Licensee's retained person(s)/entities' items, materials and/or belongings from the Premises and shall not be responsible for damage incurred due to such removal. The costs incurred by the County associated with any such removal shall be borne by Licensee. This Agreement shall expire on March lst, 2026. Return of the Premises. Upon cancellation or termination of this License Agreement, LICENSEE shall voluntarily quit its use of the Premises,peacefully vacate, and return the Premises to COUNTY in the same or better condition than received on the effective date hereof, clean and cleared of all trash, debris,personal property, and equipment of any kind. Subordination. This License Agreement 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 License or adopted after that date. Premises to be Used for a Lawful Purpose. It is expressly covenanted between the parties hereto that the LICENSEE will not use, suffer nor permit any person to use in any manner whatsoever the Premises, nor any portion thereof, for purposes calculated to injure the reputation of the Premises, 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. LICENSEE will keep and save the County forever harmless from any penalty or damage or charges imposed for any violation of any of said laws, whether occasioned by neglect of LICENSEE, and LICENSEE 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 Premises or any part thereof by LICENSEE. 3 No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this License shall be construed to be a waiver of any succeeding breach of the same covenant. Responsibility for Property on License. All property of any kind that may be on the Premises during the term of this License shall be at the sole risk of the LICENSEE. The COUNTY shall not be liable to the LICENSEE or any other person for any injury, loss, or damage to property or person on the Premises. Rights Reserved. Rights not specifically granted to LICENSEE by this License Agreement are reserved to the COUNTY. Indemnification/Hold Harmless /Defense. LICENSEE shall indemnify, hold harmless, and defend COUNTY from and against any and all liability, claims, and causes of action for personal injury (including death), property damage, including reasonable attorney's fees, which arise from, or are in any way connected to LICENSEE's use of the Premises, or any means of ingress to or egress from such Premises. LICENSEE acknowledges that it has been provided with a full and fair opportunity to inspect the Premises, and that by entering into this License Agreement, LICENSEE acknowledges that the Premises are reasonably safe and suitable for its intended use. In consideration of the County's consent for LICENSEE's use of the Property, LICENSEE expressly agrees that its duty to indemnify and hold harmless the County as provided herein shall include claims which may arise from the alleged negligent acts or omissions of the County, and its officers, employees, or agents. Binding Effect. The terms, covenants, conditions, and provisions of this License shall bind and inure to the benefit of the COUNTY and LICENSEE and their respective legal representatives, successors, and assigns. Adiudication of Disputes or Disagreements. COUNTY and LICENSEE 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 License or by Florida law. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution,performance, or breach of this License, COUNTY and LICENSEE 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 License or provision of the services under this License. COUNTY and LICENSEE specifically agree that no party to this License shall be required to enter into any arbitration proceedings related to this License. 4 Covenant of No Interest. COUNTY and LICENSEE 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 License, and that the only interest of each is to perform and receive benefits as recited in this License. Non-Wavier of Immunity. Notwithstanding the provisions of Chapter 768.28, Florida Statutes, the participation of the COUNTY and LICENSEE in this License and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability 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 COUNTY be required to contain any provision for waiver. Privileges 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 COUNTY, when performing their respective functions under this License within the territorial limits of the County 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 County. Remedies Cumulative. All remedies hereinbefore and hereafter conferred on COUNTY shall be deemed cumulative and no one exclusive of the other, or of any other remedy conferred by law. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of County in his or her individual capacity, and no member, officer, agent or employee of 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. Notice. All written correspondence to the County shall be dated and signed by an authorized representative of the LICENSEE. Any written notices or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail, certified, return receipt requested, postage pre-paid, or by courier with proof of delivery. Notice is deemed received by LICENSEE when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR LICENSEE: County Administrator Monroe County CT Corporation System 1100 Simonton Street, Room 2-205 1200 S Pine Island Rd,Plantation,FL 33324 Key West, FL 33040 Email: And(with copy to) 5 Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West, FL 33040 Choice of Law and Venue. The parties expressly agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America, without regard to choice of law principals. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. This Agreement shall not be subject to arbitration. 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, Florida. Attorney's Fees and Costs. County and LICENSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any parry relative to the enforcement or interpretation of this Agreement, the prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non- prevailing parry, at all levels of the court system, including in appellate proceedings. Public Records Compliance. County is apublic agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent LICENSEE is acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, LICENSEE must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, LICENSEE agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. c) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the LICENSEE transfers all public records to the County upon completion of the services,the LICENSEE must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the LICENSEE keeps and maintains public records upon completion of the services,the LICENSEE must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, 6 upon request from the County's custodian of public records,in a format that is compatible with the information technology systems of the County. IF THE LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040, EMAIL: 1 1:1B I 'RECORDS( )� IC COI! rY FL � V, OR PHONE: 305-292- 3470. If LICENSEE does not comply with this section,the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this License Agreement to enforce or attempt to enforce any third-parry claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and LICENSEE agree that neither the County nor the LICENSEE 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 Lease separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease. Force Maieure. If either parry shall be delayed, hindered or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor trouble, inability to procure material, failure of power, riots, insurrection, war or Acts of God(including but not limited to flooding, tropical storms, and hurricanes) or other reasons of like nature not the fault of the parry delayed, in performing work or doing acts required under this Lease, the period for the performance of any such act shall be extended for a reasonable period. Attestations. LICENSEE agrees to execute such documents as the COUNTY may reasonably require, as attached in Exhibit B. Noncoercive Conduct for Labor or Services & Forced Labor Vendor List. As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, LICENSEE is required to provide an affidavit under penalty of perjury attesting that LICENSEE does not use coercion for labor or services in accordance with Section 787.06, Fla. Stat. As an authorized representative of LICENSEE, I certify under penalties of perjury that LICENSEE does not use coercion for labor or services as prohibited by Section 787.06, Fla. Stat. Additionally, LICENSEE has reviewed Section 787.06, Fla. Stat., and agrees to abide by same. Last, any contract renewed or entered into after July 1, 2024, may be terminated at the option of the County if the LICENSEE is placed on the forced labor vendor list created pursuant to Section 287.1346, Fla. Stat., as may be amended from time to time. 7 Nondiscrimination. The LICENSEE and County agree 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 parry, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination in employment on the basis of race, color, religion, sex or 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 disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107)which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)The Pregnant Workers Fairness Act(PWFA)pursuant to 42 U.S.C. 2000gg et seq.; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. In the event of breach of any of the above nondiscrimination covenants, COUNTY shall have the right to terminate the License and to re-enter and as if said License had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are followed and completed including exercise of expiration of appeal rights. E-Verify System. In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland S -Verify system to verify the work authorization status of all new employees hired by the LICENSEE during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of F.S. 448.095. Merger; Amendment. This Agreement constitutes the entire Agreement between the LICENSEE and the County, and negotiations and oral understandings between the parties are 8 merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the LICENSEE and authorized designees of the County. Interpretation. The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa, unless the context otherwise requires. Terms such as "herein"refer to this Agreement as a whole and not to any particular sentence,paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. Joint Preparation. It is acknowledged that each parry to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the parry preparing same does not apply herein due to the joint contributions of both parties. Severability; Wavier of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either parry will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. Signatory Authority. Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. Execution in Counterparts. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which,taken together, constitutes one and the same agreement. [Signature Page to Follow] 9 IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. LICENSOR: (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA, COUNTY BY: BY: As Deputy Clerk Michelle Lincoln, Mayor p rTved ins to legal forixn&sufficienicy: Digitally signed by Jeni-Lee Jeni-Lee MacLaughlin MacLaughlin Date 2026 01 27 10 05 40-05'00' Jenii-Lee NbcLaiiglilini Mcniroe Caimty Assistant Cowity Attmicy WITNESSES: LICENSEE: Proximity Productions LLC. BY: Signature Print Name: Print Name Date Title: Address Date: Signature Print Name Date Address 10 Exhibit A Legal Description 11 Legal Description (of land situate in Monroe County, Florida): TRACT no. 3, as per unrecorded sketch of Tropic-Island Ranchetts, Big Pine Key, Florida and now particularly described by metes and bounds as follows: On the island of Big Pine Key, Monroe County, Florida, begin at the center of Section 26, Township 66 South, Range 29 East; thence run due Westerly 548.75 feet to the POINT OF BEGINNING; thence continue due Westerly 299.375 feet; thence run due Southerly 160.0 feet; thence run due Easterly 299.375 feet; thence run due Northerly 160.0 feet to the POINT OF BEGINNING. 12 Exhibit B County Forms 13 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Vendor FEIN: Vendor's Authorized Representative: (Name and Title) Address: City: State: Zip: Phone Number: Email Address: As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor,I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print Name: Title: 14 By signing this Affidavit,LICENSEE has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement,Ethics Clause,Vendor Certification Regarding Scrutinized Companies List,Foreign Country of Concern as set forth below: Public Entity Crime Statement A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid,proposal,or reply on contracts to provide any goods or services to a public entity,may not submit a bid, proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work,may not submit bids,proposals,or replies on leases of real property to public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes,for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. The LICENSEE certifies and agrees that neither the firm nor any Affiliate has been placed on the convicted vendor list within the last 36 months. LICENSEE will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a"public entity crime"or has been placed on the convicted vendor list. Ethics Clause By signing this Affidavit, LICENSEE warrants that it has not employed,retained or otherwise had act on its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion,terminate this Agreement without liability and may also,in its discretion,deduct from the Agreement or purchase price, or otherwise recover,the full amount of any fee, commission,percentage, gift, or consideration paid to the former County officer or employee. Vendor Certification Regarding Scrutinized Companies Lists CONTRACTOR/CONSULTANT agrees and certifies compliance with the following: Section 287.135,Florida Statutes prohibits a company from bidding on,submitting a proposal for,or entering into or renewing a contract for goods or services of any amount if,at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135,Florida Statutes,also prohibits a company from bidding on, submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of LICENSEE, I hereby certify that the company identified above as "LICENSEE"is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated immediately, at the option of the County,if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List or been engaged in business operations in Cuba or Syria. Vendor has reviewed Section 287.135,Florida Statutes,and in accordance with such provision of Florida law,is eligible to bid on,submit a proposal for,or enter into or renew a contract with Monroe County for goods or services. Note: The List are available at the following Department of Management Services Site: htt2://www.diiis.myflorid-,t.coiii/1)Lisiness_operations/state purchasing/vendor information/convicted suspended discrimi natory complaints vendor lists 15 Foreign Countries of Concern The Contracting with Entities of Foreign Countries of Concern Prohibited Affidavit Form ("Form")is required by Section 287.138,Florida Statutes,which is deemed as being expressly incorporated into this Form.The Affidavit must be completed by a person authorized to make this attestation on behalf of the Bidder/Proposer for the purpose of submitting a bid,proposal, quote,or other response,or otherwise entering into a contract with the County.If being awarded the Contract,or otherwise entering into the Contract,would grant Contractor access to an individual's personal identifying information,pursuant to section 287.138, Florida Statutes,the undersigned, on behalf of Contractor,hereby certifies,represents, and warrants that Contractor is not affiliated with a foreign country of concern,as such countries are identified in section 287.138(1),Florida Statutes. The undersigned additionally certifies, represents, and warrants that: (A) Contractor is not owned by a foreign country of concern; (B)the government of a foreign country of concern does not have a controlling interest in Contractor; and(C)Contractor is not organized under the laws of nor has its principal place of business in a foreign country of concern. THE STATEMENTS CONTAINED IN THIS AFFIDAVIT ARE TRUE AND CORRECT,AND MADE WITH FULL KNOWLEDGE THAT MONROE COUNTY RELIES UPON THE TRUTH OF THE STATEMENTS CONTAINED IN THIS AFFIDAVIT IN AWARDING CONTRACTS FOR SAID PROJECT. UNDER PENALTIES OF PERJURY, I HEREBY CERTIFY AND DECLARE THAT I HAVE READ AND UNDERSTAND THE FOREGOING AFFIDAVIT OF COMPLIANCE AND THAT THE FACTS STATED IN IT ARE TRUE. Signature of (Date) (Title) STATE OF COUNTY OF The foregoing instrument was sworn to (or affirmed)and subscribed before me by means of[ ]physical presence or [ ] online notarization this day of ,2026,by Signature of Notary Public-State of Florida Name of Notary My commission expires: Personally Known OR Produced Identification Type of Identification Produced 16 A CERTIFICATE OF LIABILITY INSURANCE 701/07/26(MMIDDIYYYY) 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 endorsements . PRODUCER CONTACT NAME MARSH USA,INC. A/C°,NNo,Ext: A/XC,No 1166 AVENUE OF THE AMERICAS ADDRESS: NEW YORK,NY 10036 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: NATIONAL UNION FIRE INS. CO. OF PA 19445 INSURED INSURER B: AIU INSURANCE CO PROXIMITY PRODUCTIONS LLC INSURERC: 4000 WARNER BLVD INSURER D: BURBANK, CA 91522 INSURER E: CONTACT: RACHEL CORTEZ PHONE: (818)823-7595 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. INTRR TYPE OF INSURANCE ADDR WVDR POLICY NUMBER POLICY EFF POLICY EXP LIMITS MM/DD/YYYY MM/DD/YYYY A GENERAL LIABILITY X 6882261 5/1/25 5/1/26 EACH OCCURRENCE $ 5,000,000 X COMMERCIAL GENERAL LIABILITY PREMISESO(Ea occurrence) $ 1,000,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $ 100,000 PERSONAL&ADV INJURY $ 5,000,000 GENERAL AGGREGATE $ 15,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 15,000,000 X POLICY D JECT PRO- LOC $ A AUTOMOBILE LIABILITY X 7031092 (AOS) 5/1/25 5/1/26 (a accident)INGLE LIMIT $ 5,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL SCHEDULED B UTS AO 7031093 (MA) BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY accident DAMAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED UNDER THE GENERAL LIABILITY AND AUTO LIABILITY POLICIES WITH RESPECT TO THE OPERATIONS OF THE NAMED INSURED AS REQUIRED BY CONTRACT. APPROVED BY RISK MANAGEMENT BY .ast . PRODUCTION: BAD MONKEY S2 DATE 1.26. 6 CERTIFICATE HOLDER CANCELLATION WAIVERNIAXYES Monroe County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners ("BOCC") THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street, Key West, Florida 33040, AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION.All rights reserved. ACORD 26(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) a►+ct�iz®� CERTIFICATE OF LIABILITY INSURANCE F01/22/2026 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 endorsements . PRODUCER CONTACT -NAME RICHARD MORGAN LOCKTON INSURANCE BROKERS,LLC A/CC,N No,EXt:818-8404252 OE A/XC,No: 777 S.FIGUEROA,52ND FLOOR ADDRESS:CERTS EP.COM LOS ANGELES,CA 90017 INSURER(S)AFFORDING COVERAGE NAIC# 213-689-0065 INSURERA: AIU INSURANCE COMPANY 19399 INSURED GEP ADMINISTRATIVE SERVICES, LLC. INSURERB: DBA ENTERTAINMENT PARTNERS INSURERC: 2950 NORTH HOLLYWOOD WAY INSURER D: BURBANK, CA 91505 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 105771 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. INTRR ADDLTYPE OF INSURANCE INSD SWVp POLICY NUMBER POLICY EFF POLICY EXP LIMITS MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISESO(Ea RENTED $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED F RETENTION$ $ A AND EMPLOYERS'LIABILITY WORKERS COMPENSATION WC 080772104 01/01/26 01/01/27 X STATUTE EERH ANY PRO PRIETO R/PARTN ER/EXECUTI VE[::] N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE IS EVIDENCE OF WORKERS'COMPENSATION WITH RESPECT TO EMPLOYEES PAID BY THE NAMED INSURED IN CONJUNCTION WITH PROXIMITY PRODUCTIONS LLC WHILE WORKING ON THE PRODUCTION "BAD MONKEY" C APPROVED BY RISK MANAGEMENT Insured acts as sole employer of all cast and crew working with Prox mity BY - Productions on Bad Monkey S2 Dan, 1.26.2 WAIVER NIA. YES_ CERTIFICATE HOLDER ZANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE MONROE COUNTY BOARD OF THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN COUNTY COMMISSIONERS("BOCC") ACCORDANCE WITH THE POLICY PROVISIONS. 1100 SIMONTON ST KEY WEST, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD