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HomeMy WebLinkAboutItem S05 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Michelle Lincoln,District 2 The Florida. Keys Mayor Pro Tem David Rice,District 4 p Craig Cates,District 1 James K. Scholl,District 3 - Holly Merrill Raschein,District 5 Regular Meeting April 15, 2026 Agenda Item Number: S5 26-6271 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: n/a STAFF CONTACT: Christine Hurley AGENDA ITEM WORDING: Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. ITEM BACKGROUND: The Monroe County (County) Administrator along with County staff has been working diligently with the City of Key West(City) Manager along with City staff on the terms of an Interlocal Agreement(ILA) that would result in the County conveying Higgs Beach to the City. This item is a companion item to the ILA, which is also being heard at this meeting. This item effectuates one of the terms of the ILA which requires that the County assign the tenant leases the County holds at Higgs Beach to the City. The Salute Watersports and Salute Restaurant are two of those leases. PREVIOUS RELEVANT BOCC ACTION: Directed the County Administrator to proceed with negotiating an Interlocal Agreement for the transfer of Higgs Beach from the County to the City at the March 11, 2026 BOCC meeting. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Higgs ILA KW County-Lease Assignment&Assumption-Salute Watersports&Salute Restaurant.docx Higgs ILA KW County-Lease Assignment&Assumption Notice Ltr-Salute Watersports&Salute Restaurant.docx Higgs ILA KW County-Lease Assignment&Assumption Salute Watersports Exh A.pdf Higgs ILA KW County-Lease Assignment&Assumption Salute Restaurant Exh A.pdf Higgs ILA KW County-Lease Assignment&Assumption Salute 1st Amendment 07 17 2024 Exh A.pdf Higgs ILA KW County-Lease Assignment&Assumption Salute 2nd Amendment 09_10_2025 Exh A.pdf FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Assignment and Assumption of Leases For good and valuable consideration,the receipt of which is hereby acknowledged, MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040 ("Assignor"), hereby irrevocably assigns, transfers, and sets over to CITY OF KEY WEST, a municipal corporation of the State of Florida,whose address is 1300 White Street, Key West, Florida, 33040 ("Assignee") all of Assignor's right, title, and interest, as lessor, in and to those certain leases, license agreements, and other occupancy agreements (collectively, the "Leases") in effect for space at the real property located at 1000 Atlantic Boulevard, Key West, Florida, otherwise known as "Higgs Beach" (the "Property") and listed on Exhibit A attached hereto and made a part hereof. I. Assignee hereby expressly assumes all of the obligations imposed upon the lessor under the Leases which accrue from and after May 1, 2026. 2. Assignor, as a political sub-division of the State of Florida, as defined in Section 768.28,Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts. originating or relating to the period prior May 1, 2026,and arising out of or with respect to the failure of Assignor to have performed any of the obligations of the landlord under the Leases which accrued prior to May 1, 2026. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 3. Assignee, to the extent set forth in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts,which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts, originating or relating to the period beginning on May 1, 2026 and arising out of or with respect to the failure of Assignee to perform any of the obligations of the landlord under the Leases accruing on and after the date hereof. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 4. This Assignment is made by Assignor without recourse and without any express or implied representation or warranty whatsoever, except to the extent provided in that certain "HIGGS BEACH CONVEYANCE INTERLOCAL AGREEMENT BETWEEN THE CITY OF KEY WEST AND MONROE COUNTY", dated as of April 15, 2026, by and between Assignor and Assignee (the "ILA"). 5. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. 6. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law rules. 7. This Assignment and the obligations of the parties hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 8. No modification, waiver, amendment, discharge, or change of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is or may be sought. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. (SEAL) ATTEST: THE CITY OF KEY WEST, FLORIDA By: Keri O'Brien Mayor Danise Henriquez Date City Clerk (City Seal) APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF MARATHON, FLORIDA ONLY: By: Kendal Harden Chief Assistant City Attorney ATTEST: KEVIN MADOK MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By: As Deputy Clerk Mayor Michelle Lincoln Date APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE BOARD OF COUNTY COMMISSIONS OF MONROE COUNTY, FL ONLY: By: Pedro J. Mercado Chief Assistant County Attorney 3 EXHIBIT A Schedule of Leases Salute Watersports dated March 25, 2025 Salute Restaurant dated July 19, 2023 Salute Restaurant 1st Amendment dated July 17, 2024 Salute Restaurant 2,,d Amendment dated September 10, 2025 4 SCHEDULE [NUMBER] Letters of Credit 5 �t' " �a BOARD OF COUNTY COMMISSIONERS County of Monroe1.d r i Mayor Michelle Lincoln,District 2 The Florida Keys Mayor Pro Tern,David Rice,District 4 y Craig Cates,District 1 James K. Scholl,District 3 Robert B.Shillinger,Jr.,County Attorney** Holly Merrill Raschein,District 5 Pedro J.Mercado,Chief Assistant County Attorney** Christine Limbert-Barrows,Sr.Assistant County Attorney** Derek V.Howard,Sr.Assistant County Attorney** Office of the County Attorney Peter H.Morris,Assistant County Attorney** 1111 121h Street,Suite 408 Patricia Eables,Assistant County Attorney Key West,FL 33040 Joseph X. DiNovo,Assistant County Attorney** (305)292-3470 Office Kelly Dugan,Assistant County Attorney (305)292-3516 Fax Eve M.Lewis,Assistant County Attorney** Gaelan P.Jones,Assistant County Attorney Jeni-Lee MacLaughlin,Assistant County Attorney Ana Walter,Assistant County Attorney Donald Townsend,Jr.,Assistant County Attorney Jessica Quiggle,Assistant County Attorney++ **Board Certified in City,County&Local Govt.Law ++Board Certified in State&Federal Govt.&Administrative Practice April 16, 2026 1000 Atlantic Boulevard LLC Salute Watersports LLC Richard Hatch, Managing Member 729 Thomas Street Key West, Florida 33040 Re: Salute Restaurant Lease dated July 19, 2023 and Salute Watersports Lease dated March 25,2025 (the "Leases")between Monroe County, as landlord("Landlord")and 1000 Atlantic Blvd LLC and Salute Watersports LLC, as tenant("Tenant") Dear Tenant: On April 15, 2026, Monroe County(County) and the City of Key West(City) entered into an Interlocal Agreement involving the property known as Higgs Beach, which includes the Salute Restaurant LLC leasehold premises and the Salute Watersports LLC leasehold premises.As part of the Interlocal Agreement the County will convey Higgs Beach to the City on May 1, 2026 and, as of that date, the County's interest in the Salute Restaurant Lease and the Tropical Watersports lease will be transferred and assigned to the City. The contact person at the City is Marcus Davila who may be reached by telephone at or via e-mail at Beginning May 1, 2026, all rent and other payments due under the Lease should be remitted to the City in accordance with the terms of the Lease at the following address: Further, until you are directed otherwise by the City, all notices and other communications to the landlord under or with respect to the Lease should be delivered in accordance with the terms of the Lease to: Sincerely, Pedro J. Mercado Chief Assistant County Attorney EXHIBIT A AGREEMENT CONCESSION AGREEMENT FOR A MOBILE BEACHFRONT CONCESSION AT HIGGS BEACH, MONROE COUNTY, FLORIDA THIS CONCESSION AGREEMENT ("Agreement") is made and entered into this 251h day of March, 2025, 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 SALUTE WATERSPORTS, LLC ("CONCESSIONAIRE"/"LESSEE"), a Florida limited liability company, whose address is 1000 Atlantic Blvd., Key West, Florida 33040. WHEREAS, County is the owner of the Clarence S. Higgs Memorial Beach Park,hereafter "Higgs Beach", that has space(s) available for mobile concession; and WHEREAS, County advertised via the competitive solicitation process a Request for Proposals ("RFP") for a Mobile Beachfront Concession at Higgs Beach, through which Concessionaire was awarded this Agreement; and WHEREAS, County desires to grant to Concessionaire the right to operate a non-exclusive Mobile Beachfront concession at Higgs Beach at Key West, Florida, and WHEREAS, the Concessionaire desires to enter into this Agreement and represents to the County that it is qualified to operate a concession 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. The County hereby agrees to provide to Concessionaire 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 Beachfront Concession shall be located at least fifty (50) feet away from other concessions located at Higgs Beach. 2. Agreement Documents. The documents, of which this agreement is a part, 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 any attached exhibits thereof, and all required insurance documentation and required licenses. In the event of a discrepancy between the documents,precedence shall be determined by the order of the documents as just listed. 3. Scope of Work and Regulations. The Concessionaire is hereby authorized to conduct and does hereby agree to operate the business and provide the services described in Exhibit B in this Agreement,that are subject to all the terms, conditions and provisions of this Agreement. Additionally, Concessionaire shall: Page 1 of 31 a) Include a list of all products, services and pricing proposed to be available for sale or rent at the concession. The Concessionaire will not sell or rent any type of merchandise or equipment prohibited by the County and will sell or rent only the type of merchandise or equipment approved by the County. The rental or selling of fishing equipment is not permitted, and the rental of motorized vessels is prohibited. b) The Concession will rent beach equipment to include but not limited to beach chairs, lounge chairs, and umbrellas, approved leisure and/or recreational beach activities. Optional sale of beverages including water, non-alcoholic drinks and other appropriate island themed merchandise. County reserves the right to award a non-exclusive concession agreement to one (1) or more Respondents. c) The Concessionaire shall provide all items, and/or equipment, and/or services needed for the operation of the concession. The operation must be open for service every single day from 10:00 A.M. till sunset, as a maximum, with closing for Thanksgiving Day and Christmas day optional. Closures may also be allowed due to inclement weather, unforeseen circumstances, or events with written approval from the County Administrator or designee. The hours and days may be revised with written approval from the County Administrator or designee. For purposes of setting up the concession in the morning and closing the concession in the evening, Concessionaire may arrive one half hour prior to, and depart no later than one half hour after,the hours of operation. No utility services will be provided by the County; the Concessionaire's operation shall be self-contained and include removal of all debris and trash from the concession on a daily basis. However, if available, Concessionaire can arrange for utility service at Concessionaire's sole cost and expense with written permission from the County. In this instance, Concessionaire shall be liable for any and all costs of establishing and maintaining the service, including permitting, as well as securing the service after Concessionaire's hours of operation. Provide a self-contained, portable unit from which to operate the concession. A photo or rendering of said unit shall be provided with submission. The concession must be roadworthy for evacuation from the park and, if necessary, properly registered and licensed for over the road use. All items are required to be removed from the premises before the onset of a named storm or at the direction of the Monroe County Emergency Operations Management Director or County Administrator or designee. d) The Concessionaire agrees to furnish good, prompt and efficient service and/or merchandise to meet all demands for concession service at Higgs Beach. Concessionaire 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 Concessionaire must provide an adequate number of covered metal or commercial outdoor plastic waste containers at its operation. Concessionaire shall provide separate containers for waste and for recyclables. Concessionaire must deposit all trash, waste, and recyclables in those containers for proper disposition of the waste and recyclables at the place designated by the County. When the Concessionaire uses disposable serving supplies, they will be produced from recyclable or biodegradable materials. The Concessionaire should give preference to using non-disposable serving supplies. Page 2 of 31 e) No signs, advertising, or awnings may be erected by the Concessionaire, unless they are approved by the County Administrator or Designee County Administrator or Designee in writing. The concession stand will not have commercial lighting of any type, including signage. f) Any use,manufacture,display or other employment of any facsimile or reproduction of the county seal by anyone other than a county official or employee in the course of performing their official duties without express approval by the board of county commissioners,is prohibited. Unauthorized use of the county seal is a second-degree misdemeanor as provided for by F.S. § 165.043. In addition, the county attorney is authorized to pursue civil and equitable remedies including, but not limited to injunctive relief, against any person or entity who uses the seal without proper authorization. If the county prevails in such an action, the court shall award to the county all attorney's fees and costs incurred by the county. g) Smoking shall be prohibited by all concessionaire employees in accordance with Chapter 18, Code of Ordinances. All concessionaire employees and customers must follow the rules set forth in Chapter 18, Code of Ordinances. h) If the Concessionaire chooses to install a security alarm system, it will be of the non- audible type, and approved in writing by the County Administrator or designee. i) 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 Concessionaire must also coordinate and cooperate with State or Federal agencies and sea turtle conservation groups during turtle nesting season, which is usually April 15 through October 31 of every year, and when Save-a-Turtle representatives and/or Certified Turtle Inspectors, are walking the beaches. It is important that the Concessionaire understand these environmental regulations. The Concessionaire will abide by all local, state, and federal regulations and statutes governing the protection of natural and cultural resources. The Concessionaire is liable for violation of these regulations or statutes. j) The Concessionaire is responsible for the sole costs and expenses and any maintenance of the Concessionaire's operation, including any utilities required for its operation and the equipment used by Concessionaire and/or offered for rental. All accessories and equipment applicable to Concessionaire'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 Concessionaire will be responsible for insuring equipment is safe and meets all regulated safety requirements. The Parks and Beaches 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. k) Concessionaire shall agree to pay the County as reflected in Paragraph 5: (i) a monthly rent, not to be less than $700.00 a month,plus; (ii)apercentage of Gross Taxable Sales,not to be less than 7.5%,and/or guaranteed monthly minimum, not to be less than $2,000.00. Page 3 of 31 The percentage of Gross Taxable Sales/guaranteed minimum monthly payments is a fee that shall be paid in addition to the monthly rent. Such payment shall be submitted to the Monroe County Board of County Commissioners, Monroe County, Florida, by the 25th day of the following month. An annual rental adjustment shall be made in accordance with the percentage change in the Consumer Price Index (CPI) for all urban consumers (CPI- U)for the prior calendar year ending on December 31 st. In the event of a deflationary CPI- U, no adjustment in this Agreement amount will be made. 1) Concessionaire's site location for Respondent's mobile retail concession operation that is at least fifty (50)feet away from other concessions located at Higgs Beach as depicted on Exhibit "A" attached hereto. Concessionaire's items and equipment must be removed from its location at the end of each day or secured in a location within Concessionaire 's concession space in such a manner as to not interfere with daily beach cleaning operations. Concessionaire 's location at Higgs Beach will be subject to County approval and may be relocated at any time at the County's sole discretion for any reason. m) Insurance. Before entering the Premises, the Concessionaire must obtain insurance in the amounts and according to the conditions described as follows: The Lessee will be responsible for all necessary insurance coverage which includes, at minimum the amounts in Exhibit C to this Agreement. n) 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. Concessionaire cannot begin operating until Certificates of Insurance have been received by the County. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Lease. Renewals of Certificates of Insurance and/or new Certificates of Insurance must be provided by Concessionaire no less than seven (7) days prior to expiration of the Certificates of Insurance. o) 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. p) The Concessionaire must keep in full force and effect the insurance described during the term of this agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Concessionaire 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 Page 4 of 31 the Facilities Contract Manager, as appropriate, whenever acquired, amended, and annually during the term of this Lease. q) The insurance required of the Concessionaire 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 Concessionaire. 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 Concessionaire if the Concessionaire becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents, or estate, or heirs. r) Notwithstanding anything set forth in this agreement, the County may treat the Concessionaire in default if the Concessionaire, after entering the premises but before beginning its operation, does not have the insurance required by this agreement. Before the County may terminate the agreement in this situation, the County may give the Concessionaire a written notice of the default stating that, if the required insurance is not obtained within forty-eight (48) hours of the Concessionaire's receipt of notice, then the County will cancel this agreement. The County may treat the Concessionaire in default and cancel this agreement if the Concessionaire, after starting the operation, fails to keep in full force and effect the insurance required by this agreement, in which case, County need only provide the Concessionaire 24-hour notice by E-Mail or overnight courier. The County may,but need not,provide Concessionaire with an opportunity to cure the default. s) Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the County herein reserves the right to grant similar privileges to another Contractor/Concessionaire or other Contractors/Concessionaires. t) At the end of this agreement(or termination or end of any subsequent renewal), or if this Agreement is otherwise terminated, the Concessionaire's right to the Premises, the use of Higgs Beach, and any other right or privilege granted under this agreement ceases. All equipment, improvements, furnishings, and other property of the Concessionaire at the Premises are personal to the Concessionaire and remain the property of the Concessionaire and must be removed by the Concessionaire on or before the end or termination of this Agreement (or end of any subsequent renewal). Any items remaining after the date of termination (or end of any subsequent renewal) will become property of the County and the County may dispose of accordingly. The Concessionaire must also restore the Premise to its original condition, ordinary wear and tear and damage by causes beyond the control of the Concessionaire, excepted. At the end of this agreement(or any renewal), or if this Page 5 of 31 Agreement is otherwise terminated, Concessionaire will voluntarily and peacefully yield to County the Premises and shall automatically revert to County. 4. Term. This Agreement shall commence on the I" day of April, 2025, and will terminate on the 31st day of March, 2027, unless terminated earlier under another paragraph of this agreement. This Agreement is renewable for up to three (3) additional two (2) year terms, at the County's sole discretion, contingent upon written approval of the Monroe County Board of County Commissioners (BOCC), after written request by the Concessionaire, provided at least sixty (60) days prior to termination of the Agreement or any subsequent renewal thereof. 5. Rental and Fees. (a) The minimum base rental payment(hereinafter collectively known as collectively known as "Base Rent"), shall include rent, and applicable tax. The Rent for the Premises is a minimum of $700.00 Dollars per month and payable in advance to Monroe County BOCC on or before the first business day of each and every month. LESSEE SHALL PAY SALES, USE, or EXCISE TAXES and any and all other sums of money or charges required to be paid by Concessionaire pursuant to the provisions of this Agreement. Rental Amount To: Monroe County BOCC Monthly Rent: $ 700.00 Monthly Applicable Use tax: $_24.50 TOTAL Rent: $ 724.50 "Current rate as of 01/01/2025: 3.5% (State and Local) subject to change and rent amount due shall be adjusted accordingly. (b) PERCENTAGE(%)GROSS TAXABLE SALES: In addition to the monthly rental payment, Concessionaire agrees to pay County 7.5_% of the monthly gross taxable generated by Concessionaire's operation of the mobile beachfront concession space as shown on Exhibit"A", or a guaranteed combined total minimum of $_2000.00_per month. Monthly gross revenues are determined on a monthly basis. A calendar year shall run from January 1 st through December 31 st inclusive. Payment of charges under this subparagraph shall be made in monthly installments. A statement, including proof of monthly revenue and a log documenting days and hours of operation, shall be provided by the Concessionaire to the County each month along with an accurate and complete copy of the State of Florida Department of Revenue, Sales and Use Return DR-15 (or such forms as the State of Florida shall hereafter substitute for said form) showing the full amount of Concessionaire's Gross receipts from the Premises during the previous month. The Statement must be in affidavit form. Concessionaire shall remit monthly on an arrear's basis the greater amount of either 7.5 % of gross taxable sales or the monthly guaranteed minimum of $2000.00. 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. The Concessionaire must provide the County with the sales tax records for each month or quarter depending on Concessionaire's Page 6 of 31 filing requirements and remit the difference. Concessionaire is subject to a fifty-dollar ($50.00) late submission penalty should Concessionaire not furnish to County copies of Form DR-15 by the twenty-fifth (25th) day of each month. "Gross Sales" shall mean the amount of sales of all merchandise, goods, and rentals, at or derived from the use of the Premises by Concessionaire or any sub-Concessionaire or subcontractor, licensee, etc. Concessionaire may deduct from Gross Sales: (i) any refunds to customers,provided they have been included in Gross Sales; and(ii)the amount of any sales, use or similar tax levied upon retail sales and payable over to the appropriate governmental authority. Percentage of Gross Taxable Sales or Total Minimum To Monroe County BOCC 7.5% due the 251h of the following month Or guaranteed total minimum due the 251h of the following month $ 2000.00 (c)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 Concession Agreement amount will be made. All payments should be made payable to the Monroe County BOCC and directed to the Monroe County Parks and Beaches Department, Contract Monitor, 102050 Overseas Hwy., Ste. 209, Key Largo, FL 33037. (d) Concessionaire must open the operation for business within thirty (30) days of the effective date of this Agreement. (e) The Concessionaire must pay all assessments, taxes, including sales taxes (including but not limited to, commercial sales tax and sales tax on commercial rent), levied by any governmental body with the power to impose assessments or taxes. The Concessionaire must provide the County with the sales tax records for each month or quarter depending on Concessionaire's filing requirements. (f) The amounts due under sections 5(a), 5(b), and 5(e) shall constitute the total monthly rent. Notwithstanding any grace period herein, total rent not paid when due shall bear interest from the date due until paid at the highest rate permitted by law. (g) The Concessionaire must provide all items and equipment needed for the operation, including but not limited to, self-contained, portable unit from which to operate the concession, mobile beach chairs, lounge chairs, umbrellas, approved leisure and/or recreational beach activities, and necessary equipment for operations. Concessionaire's items and equipment may be secured in a location within Concessionaire's concession space, as agreed upon with the County, in such a manner as to not interfere with any daily beach cleaning operations and/or County's operations. All property of any kind that may be on the premises during the term of this Agreement shall be at the sole risk of the Concessionaire. The County shall not be liable to the Concessionaire or any other person for any injury, loss or damage to property or person on or Page 7 of 31 around the premises and/or as a result of Concessionaire's operations. The Concessionaire is responsible for the sole costs and expenses of the Concessionaire's operations, including any utilities required for its operation and the equipment used by Concessionaire and/or offered for rental. All accessories and equipment applicable to Concessionaire's concession operation 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 apotential safety risk,shall be removed immediately. The Concessionaire will be responsible for ensuring equipment is safe and meets all regulated safety requirements. Concessionaire shall be responsible for and shall properly maintain the premises, and upon the termination of this Agreement, shall leave the premises in at least as good condition as at the time of the commencement of this Agreement, normal use and occupancy excepted. 6. Force Maieure. Any delay or failure of either Parry to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Parry's control,without such Parry's fault or negligence and that by its nature could not have been foreseen by such Parry or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Premises; (d) government order or law in the geographic area of the Premises; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Premises;(each, a "Force Majeure Event"). Concessionaire's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Concessionaire under this Section. The County will not pay additional cost as a result of the Force Majeure Event. Accordingly, the parties further agree that: (a) Upon the occurrence of a Force Majeure Event, the non-performing parry 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(b)the non- performing parry 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-performing party shall notify the other parry of the occurrence of such event and describe in reasonable detail the effect(s) of such event upon the parry's performance of its obligations and duties pursuant to this Agreement. Such notice shall be delivered or otherwise communicated to the other parry within two(2)business days following the failure or delay caused by the Force Maj eure Event, or as soon as possible after such failure or delay if the Force Majeure Event precludes the non-performing parry from providing notice within such time period. 7. Personnel. (a) Concessionaire's employees must consent to Level 1 background checks to be conducted by the Respondent 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 the Concessionaire replace an employee for the Concessionaire if a conflict or problem with that employee should arise. The County's Parks and Beaches Director or his assignee shall have the right to require any employee(s) of the Concessionaire to be permanently removed from the Higgs Beach premises whenever it appears to be in the best interest of the County. It is Page 8 of 31 the responsibility of the Concessionaire to inform the Parks and Beaches Director or his assignee of all new hires and the results of the background check. (b) The Concessionaire will be responsible for the supervision, hiring, and firing of their own employees and shall be solely responsible for the pay,worker's compensation insurance, and benefits. (c) Communication between the County Representative and the concession personnel is very important. Therefore, the Concessionaire must assure that at least one (1) concession personnel can communicate well with the County Representative. Any employee hired by the Concessionaire will be the Concessionaire's employee and in no way have any association with the County. The Concessionaire shall insure that its employees are trained in all appropriate safety regulations and comply with all such applicable laws and regulations and comply with all other local, State, and Federal regulations. (d) Uniforms are preferred for concession personnel; however, photo identification cards are required,which shall clearly identify personnel as employees of the Concessionaire. This requirement shall apply upon entering County property and at all times while on duty. (e) Concessionaire/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 Concessionaire/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 Agreement by County. The parties further agree that failure by Concessionaire/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. (f) The parties further agree that failure by Concessionaire to perform any of the duties described in this section 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. 8. Hours of Operations. (a) The Concessionaire agrees to furnish good, prompt and efficient service and/or merchandise to meet all demands for Mobile Beachfront Concession service at Higgs Beach. Concessionaire 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. (b) Respondent shall provide all items, and/or equipment, and/or services needed for the operation of the concession. The operation must be open for service every single day from 10:00 A.M. till sunset, as a maximum, with closing for Thanksgiving Day and Christmas day optional. Closures may also be allowed due to inclement weather, or events with written approval from the County Administrator or designee. The hours and days may be revised with written approval from the County Administrator or designee. For purposes of setting up the concession in the morning and closing the concession in the evening, Concessionaire may arrive one half hour prior to, and depart no later than one half hour after, the hours of operation. No utility services will be provided by the County; the Respondent's operation shall be self-contained and include removal of all debris and trash from the concession on a daily basis. However, if available, Respondent can arrange for utility service at Respondent's sole cost and expense. In this instance, Page 9 of 31 Respondent shall be liable for any and all costs of establishing and maintaining the service, including permitting, as well as securing the service after Respondent's hours of operation. Provide a self-contained, portable unit from which to operate the concession. A photo or rendering of said unit shall be provided with submission. The concession must be roadworthy for evacuation from the park and, if necessary,properly registered and licensed for over the road use. All items are required to be removed from the premises before the onset of a named storm or at the direction of the Monroe County Emergency Operations Management Director or County Administrator or designee. 9. Use and Conditions. (a) Concessionaire shall provide a self-contained, portable unit (unit) from which to operate the concession. as depicted in Exhibit B. The unit to be utilized on the premises must be approved in writing by the County Administrator or Designee prior to being placed on the premises. and must be in substantial conformance with the depiction attached to the Concession Agreement as Exhibit B. The unit shall be located on the premises as depicted on the site plan in Exhibit A. The concession must be roadworthy to meet any requirements for evacuation/removal from Higgs Beach and, if necessary,properly registered and licensed for over the road use. (b) All items are required to be removed from the premises before the onset of a named storm or at the direction of the Monroe County Emergency Operations Management Director or County Administrator or designee. (c) Concessionaire's operation shall be self-contained and include removal of all debris and trash from the concession and operation areas on a daily basis. The Concessionaire must provide an adequate number of covered metal or commercial outdoor plastic waste containers at its operation. Concessionaire shall provide separate containers for waste and for recyclables. Concessionaire must deposit all trash, waste, and recyclables in those containers for proper disposition of the waste and recyclables at the place designated by the County. (d) No utility services will be provided by the County; however, if available, Concessionaire can arrange for utility service at Concessionaire's sole cost and expense, with written approval from the County Administrator or Designee. In this instance,Concessionaire shall be liable for any and all costs of establishing and maintaining the service, including permitting, as well as securing the service outside of Concessionaire's hours of operation. (e) Concessionaire agrees to keep the premises in a safe, clean and well-maintained order at no expense to the County. This provision is to be monitored by the Director of Parks and Beaches or his representative. Concessionaire further agrees to operate its business in a businesslike manner. (f) Concessionaire agrees to operate its business in a businesslike manner. (g) In the event the County elects to maintain and/or improve its properties in the vicinity of the Premises, either by necessity, or by choice, such activity will not be considered as a breach of any covenant of this agreement. Concessionaire understands and acknowledges that construction/renovation/maintenance projects are planned for Higgs Beach. Page 10 of 31 (h) Concessionaire agrees not to store any items outside the Premises or in any adjoining area. Any items Concessionaire, its employees, agents, invitees, etc., leave on the premises are the sole risk of Concessionaire. County is not responsible for or liable for any items on the premises. (1) County and Concessionaire acknowledge that, unless otherwise provided for herein,the operating procedures, organization, supervision, direction, and control for the Premises shall rest with the Concessionaire. 0) Concessionaire acknowledges that County, its employees and agents, shall have reasonable access to the Premises to confirm compliance with this Agreement throughout the term of this Agreement and that such access shall not interfere with Concessionaire's use thereof. 10. County's Termination. Except as otherwise provided herein, the County may cancel this agreement after giving the Concessionaire thirty (30) days' written notice of cancellation for any reason. No waiver of default by the County of any of the obligations required of the Concessionaire 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 Concessionaire. The County's waiver of an act of default by the Concessionaire is not a waiver of the right of the County to later cancel this agreement because of the Concessionaire's failure to subsequently perform an obligation or obligations under this Agreement. 11. Concessionaire's Termination.If Concessionaire is not in default of its obligation to pay the rent and the charges, then the Concessionaire may cancel this agreement when, after giving the County thirty (30) days written notice of an act of default, the County fails or cannot cure, or fails to timely perform, the obligations required of it under this Agreement. Concessionaire's final location at Higgs Beach will be subject to County approval and may be relocated at any time at the County's sole discretion. County reserves the right to award a non- exclusive concession agreement to one (1) or more Concessionaire(s). Neither of these will constitute a breach by County of any covenant of this Agreement. 12. Insurance. (a) Concessionaire shall obtain and maintain at its own expense the insurance coverages listed in Exhibit C prior to commencing operation. All insurance requirements provided for in this Agreement shall be subject to annual review. (b) Concessionaire must keep in full force and effect the insurance described during the term of this agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Concessionaire 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 Parks and Beaches Contract Manager, as appropriate, whenever acquired, amended, and annually during the term of this Agreement. (c) The insurance required of the Concessionaire in this Agreement is for the protection of the County, its property and employees, and the general public. The insurance requirement is Page 11 of 31 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 Concessionaire. The insurance requirements of this paragraph do not make any specific injured member of the general public a third-parry beneficiary under this agreement. Therefore, any failure by the County to enforce this paragraph, or evict the Concessionaire if the Concessionaire becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents, or estate, or heirs. 13. Non-Exclusive Rights. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the County herein reserves the right to grant similar privileges to another Contractor/Concessionaire or other Contractors/Concessionaires. 14. Rights Upon Termination. At the end of this agreement(or termination or end of any subsequent renewal), or if this Agreement is otherwise terminated,the Concessionaire's right to the Premises, the use of Higgs Beach, and any other right or privilege granted under this agreement ceases. All equipment, improvements, furnishings, and other property of the Concessionaire at the Premises are personal to the Concessionaire and remain the property of the Concessionaire and must be removed by the Concessionaire on or before the end or termination of this Agreement(or termination or end of any subsequent renewal). The Concessionaire must also restore the Premise to its original condition, ordinary wear and tear and damage by causes beyond the control of the Concessionaire, excepted. At the end of this agreement (or any renewal), or if this Agreement is otherwise terminated, Concessionaire will voluntarily and peacefully yield to County the Premises and shall automatically revert to County. 15. County's Right of Entry. County reserves the right hereunder to enter upon the Premises at any reasonable time, during normal operating hours for any purpose connected with the performance of the County's obligations under this agreement or in the exercise of its governmental functions. The Concessionaire hereby agrees to keep the premises at all times in a clean and sanitary condition, and not to maintain or keep upon said premises any properties or equipment not used in connection with the operation of said business, unless authorized by the County to do so. 16. Use Restrictions. The Concessionaire acknowledges that the premises were purchased and/or constructed with funds received from the LWCF. Property acquired or developed with LWCF assistance shall be retained and used for public outdoor recreation. Currently, the LWCF program is administered by the National Park Service (NPS). The NPS has the authority to disapprove requests and/or to reject proposed property substitutions if not in accordance with the provisions of the LWCF Act. Should the request be disapproved or denied, the winning bidder/respondent acknowledges that the Concessionaire must cease operations which are determined to violate the grant agreement. MONROE COUNTY,ITS AGENTS,AFFILIATES,SUCCESSORS-IN-INTEREST,IN NO WAY, SHAPE, OR FORM GUARANTEE LESSEE'S ABILITY TO OPERATE ON THE PREMISES. All fees charged by the Concessionaire to the public must be competitive with similar private facilities. Page 12 of 31 Concession, specifically acknowledges receipt rat"this section. ,01 itials ' IT l i hts Reserved. Rights not specifically granted to Lessee by this Lease Agreement are reserved to the Lesson 1 . RiLyhts of County. The County slraall haave the absolute right, without limitation, to repair, reconstruct, "alter or acid to any structure or facility at Higgs Beach, or to construct new facilities at Higgs, Beach. The County shall, in the exercise of`such right, be free from any and all liability to the Concessionaire fart•business damages occasioned during the making of such repairs, alterations and additions, 1 ire A si nment. The Concessionaire may not assign this "agreement, or any part of it:, or subcontract or subleaa.se the Premises, or any portion of the Premises, without the, written approval o the County. The change of the Concessionaire's staataas from an individta.al to a. partnership or corporation is an "assignment under this paragraph requiring the C:;ounty's approval. If the Concessionaire is approved to do ba,asiness in the corporate- forttt, any assignment of a. controlling interest in the corporate stock is also an assignment under this paragraph that requires the C'ounty's approval, All the obligations of` this "agreement will extend to the legal representatives, successors, and assigns of the Concessionaire and C'caunty. 20. Indemnification/Heald Harmless/Defense. `The Concessionaire covenants and agrees to defend, indemnify and hold harmless Monroe Ccaunty Board of County Corninissioners, and its elected aril appointed officers, officials, "agents, servants, and, employees iron-" any and all claims, demands, or causes of action for beadily injury (including death), personal injury, and property damage (including property owned by Monroe C:'ourtty) and any other losses, da.niaages, costs„ penalties, and expenses (including aattorney's fees)which arise"teat of, in connection with, or by reason of"the Concessionaire utilizing the property governed by this agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this "agreement. 21. Nondiscrimination. Concessionaire agrees that there, will be no discrimination against any person, acrid it is expressly understood that upon a detertrrina.tion by a cot.u"t of compet.entgjurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the pail of airy party, effective, the (late of the Court order. C,,ounty and(.7oncessionaaire agree to comply with all. Federal and Floridastatutes, and all local ordinances, as applicable, relating to nun discrinunation. These include but are, not limited to: I) Title VII Of` the Civil Rights Act of 1964 (PL 8-352) which prohibits discrimination in employment on the basis of race;, color, religion, sex., or national origin, 2) Title IX ofthe Education Arnendnient of.. 1972, as amended (20 IJS(i' ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of'sex; 5) Section 504 of the Rehabilitation Act of 1973, as amended (20 LJ C;` s. 794), which prohibits discrimination can the basis of disability; 4) The Age Discrimination. Act: of 1975, as amended (42 U C ss. 6101- Ci 107)which prohibits discrimination on the basis;of age; 5)The Drug Abuse Office arid Treatment Act o 1972 (PL 92-255), as amended, relating to nondiscrimination Page 13 c t`31 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, 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 Agreement. During the performance of this Agreement, the Concessionaire, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as follows: 1) The Concessionaire will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Concessionaire will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include,but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Concessionaire agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2) The Concessionaire will, in all solicitations or advertisements for employees placed by or on behalf of the Concessionaire, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The Concessionaire will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information,unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Concessionaire's legal duty to furnish information. 4) The Concessionaire will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided, advising the said labor union or workers' representative of the Concessionaire's Page 14 of 31 commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The Concessionaire will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The Concessionaire will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the Concessionaire's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the Concessionaire may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The Concessionaire will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (87) in every subcontract or purchase order unless exempted by rules,regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Concessionaire will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance;provided, however,that in the event a contractor/concessionaire becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Concessionaire may request the United States to enter into such litigation to protect the interests of the United States. 22. Mechanic's Liens. The Concessionaire shall not permit any mechanic's lien or liens to be placed on the Premises or on improvements thereon. If a mechanic's lien is filed, it shall be the sole responsibility of the Concessionaire 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. Stat. do not apply to the County. Nothing in this section is to be read as a waiver or authorization by the County of its constitutional and statutory immunity and right to have its property free of such liens. 23. Records —Access and Audits. The County, its officers, employees, agents, and contractors shall have access to the Concessionaire's books,records, and documents related to this Agreement upon request. The access to the inspection of such books, records, and documents by the County shall occur at any reasonable time. 24. Records. Concessionaire shall maintain all books,records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. County shall have reasonable and timely access to such records of Concessionaire during the term of the Agreement and for seven(7)years following the termination of this Agreement. An annual operating statement prepared and certified by a Certified Public Page 15 of 31 Accountant(CPA)must be provided to the County on or before February 28 of the following year and shall include with reasonable detail the amount of Gross Sales made by Concessionaire from the Premises during the preceding Concession Agreement Year. 25. Ri2ht to Audit. Availability of Records. The records of the parties to this Agreement, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals f successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by the County or the Monroe County Office of the Clerk of Court and Comptroller(hereinafter referred to as "County Clerk")to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in the County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document(all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents of the County or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, subcontractors, suppliers, and contractors' representatives. All records shall be kept for ten (10) years after end and/or termination of this Agreement and any and all subsequent renewals or extensions. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Concessionaire pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Concessionaire, or not paid to the County by the Concessionaire when due,the Concessionaire shall repay the monies together with interest calculated pursuant to Sec. 55.03 of the Florida Statutes, running from the date the monies were paid to Concessionaire or monies were owed to County, as applicable. The right to audit provisions survive the termination or expiration of this Agreement. 26. Intellectual Property. Concessionaire understands that the County's name, logos, seals, trademarks, Higgs Beach name, etc., (collectively the "County's Marks") are the sole and exclusive property of the County and cannot not be used without the Board of County Commissioner's prior written consent. 27. Limitation on Damages. If a court of competent jurisdiction determines the County is legally liable to the Concessionaire for breaching this Agreement, the Concessionaire agrees that damages for any such breach will be limited up to the equivalent of one year's rent. 28. Relationship of Parties. The Concessionaire is, and shall be, an independent contractor and not an agent or servant of the County. The Concessionaire shall exercise control, direction, and supervision over the means and manner that its employees, agents, or volunteers perform the work for which purpose this Agreement is entered. The Concessionaire shall have no authority whatsoever to act on behalf and/or as agent for the County in any promise, lease, agreement, contract, or representation other than specifically provided for in this Agreement. The County shall at no time be legally responsible for any negligence on the part of the Concessionaire, Page 16 of 31 its employees,agents,or volunteers resulting in either bodily or personal injury or property damage to any individual,property, or corporation. 29. Subordination. This 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 Agreement or adopted after that date. 30. Premises to be Used for Lawful Purposes. It is expressly covenanted between the parties hereto that the Concessionaire 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 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 the City of Key West or the Ordinances of Monroe County, Florida, as applicable. Concessionaire 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 Concessionaire and Concessionaire will indemnify and save and keep harmless the County 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 Concessionaire. The Concessionaire hereby covenants and agrees that it, its agents, employees or otherwise shall observe and obey all lawful rules and regulations which may from time to time during the term hereof be promulgated and enforced by the County. 31. Limitation of County's Liability. It is further agreed that in no case shall the County herein be liable,under any express or implied covenants in the Concession Agreement, for any damages whatsoever to the Concessionaire beyond the rent reserved by the Concession Agreement accruing, for the act, or breach of covenant, for which damages may be sought to be recovered against said County, and that in the event said Concessionaire shall be ousted from the possession of said property by reason of any defect in the title of said County or said County's authority to make this Agreement, said Concessionaire shall not be required to pay rent under this Agreement while it is so deprived of said property, and that said County shall not incur any liability as a result of such ouster. 32. 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 Agreement shall be construed to be a waiver of any succeeding breach of the same covenant. 33. Severability. If any term, covenant, condition, or provision of this Agreement(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction,the remaining terms, covenants, conditions, and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition, and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. County and Concessionaire 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. Page 17 of 31 34. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of County and Concessionaire and their respective legal representatives, successors, and assigns. 35. Authority. Each parry represents and warrants to the other that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 36. Claims for Federal or State Aid. County and Concessionaire agree that County shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement or for any governmental purpose. 37. Adiudication of Disputes or Disagreements. County and Concessionaire 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 parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 10 concerning termination or cancellation. 38. Cooperation. In the event any administrative or legal proceeding is instituted against either parry relating to the formation, execution,performance, or breach of this Agreement, County and Concessionaire agree to participate, to the extent required by the other parry, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Concessionaire specifically agree that no parry to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 39. Covenant of No Interest. County and Concessionaire 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. 40. Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 41. No Solicitation/Payment. County and Concessionaire 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 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, Concessionaire agrees that County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,percentage, gift, or consideration. Page 18 of 31 42. Public Access and Public Records. The Parties agree the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Concessionaire. Concessionaire must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24, Article I of the Constitution of Florida. The County and Concessionaire shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes and made or received by the County and Concessionaire in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Concessionaire. Failure of the Concessionaire to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Concessionaire is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this contract, the Concessionaire is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Concessionaire does not transfer the records to the County. (4) Upon completion or termination of the contract,transfer,at no cost,to the County all public records in possession of the Concessionaire or keep and maintain public records that would be required by the County to perform the service. If the Concessionaire transfers all public records to the County upon completion of the contract, the Concessionaire shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Concessionaire keeps and maintains public records upon completion of the contract,the Concessionaire shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County,upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County,but if the County does not possess the requested records,the County shall immediately notify the Concessionaire of the request, and the Concessionaire must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Concessionaire does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract,notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by Page 19 of 31 the Concessionaire. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The Concessionaire shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless otherwise provided in this provision or as otherwise provided by law. IF THE CONCESSIONAIRE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONCESSIONAIRE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040, publicrecords@monroecounty-fl.gov, (305) 292-3470. 43. Non-Waiver of Immunity.Notwithstanding the provisions of Sec. 768.28,Florida Statutes, the participation of the County and the Concessionaire in this Agreement and/or 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 County be required to contain any provision for waiver. 44. 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 Agreement 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. 45. Legal Obligations and Responsibilities. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida Constitution, State Statute, and case law. 46. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Concessionaire agree that neither the County nor Concessionaire 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. Page 20 of 31 47. Attestations, Concessionaire agrees to execute Such docurnents as the County may reasonably require, including a Public Entity ('rime Statement, an Ethics Statement, as Drug-Free Workplace Statement, and a Vendor (7eritification Regarding Scrutinized (..'ornpanies List certification. 4& No Personal IJAL)ifit1. No covenant or agreement contained herein shall be deem ed to be as covenant or agreement of' any rneiriber, officer, agent, or employee of Monroe C.ounly in his or her indiVidUal capacity, and no meniber, officer, agent, or employee of Monroe (I"orinty shall be liable personally on this Agreement or be SUbject to any personal liability or accountability by reason ofthe execution ofthis Agreement. 1 49. Other Use, (-Ioncessionaire shall not use or permit the use ofthe Premises or any part thereof for any purpose or use other than an authorized by this Agreement. 50. EPAaErAgo-tagmh Fleadi_U±AgIflgL Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content ol'any paragraph or section. 51, Notices, All written correspondence to the County shall be dated and signed by an authorized reple7s— ruative of the (.7oncessionaire, Any written notices or correspondence given pursuant to this contract shall be sent by United States Mail, certified, return receipt requested and postage pre-paid, or by courier xvith proof'ot'delivery and delivery pre-paid. Notice is deerned received by Concessionaire when hand delivered by national Courier with proof of delivery or.by LJ.S. Mail upon verified receipt or upon the date ofreftisal or non-acceptance of delivery. The place of giving Notice shall remain the sarne as set lorth herein until changed in writing in tile manner provided in this paragraph. Notice shall be sent to tile 661lowing persons: I For County: For C oncessionaire: Monroe County \ Parks and Beaches C ontract Specialist, t IA 102050 Overseas 14wy., 209 ................................ Key Largo, R., 33037 ............... ------------------ and Monroe ("ounly Attorney's Office P.O. Box 1026 Key West, Ff..., 33041-1026 arid Monroe ounty Adininistrator 1100 Simonton Street Key West, FL 33040 Page 21 of.31 52. E-Verify System. Beginning January 1, 2021, in accordance with F.S. 448.095, the Concessionaire and any subcontractor shall register with and shall 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 Concessionaire 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 Contract term.Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Concessionaire shall comply with and be subject to the provisions of Fla. Stat. Sec. 448.095. 53. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and Concessionaire agree that neither the County nor Concessionaire 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. 54. Rights Reserved. Rights not specifically granted to Concessionaire by this Agreement are reserved to the County. 55. Governing Law, Venue, Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made 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 Agreement, the County and Concessionaire agree that venue will lie in the appropriate court, or before the appropriate administrative body, in Monroe County, Florida. 56. Attorney's Fees and Costs. The County and Concessionaire 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, 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. County does not agree to waive its sovereign immunity. 57. Mutual Review. This Agreement has been carefully reviewed by the Concessionaire and the County. Therefore,this Agreement is not to be construed against either parry on the basis of authorship. 58. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subj ect matter hereof that are not merged herein and superseded hereby. Any Page 22 of 31 amendment to this Agreement shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 59. 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. 60. Acceptance of terms per signature. The Concessionaire agrees with and accepts the terms and conditions of this Agreement by its signature below. 61. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original,but all of which when taken together will constitute the Agreement. If any signature is delivered by email delivery of a ".pdf' format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if the ".pdf' signature was an original signature. The Concessionaire transmitting an electronic signature will provide the inked original to the County, at the County's request. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURES ON NEXT PAGE] Page 23 of 31 IN WITNESS WHEREOF, each Marty has caused this Agreement to be executed by a duly authorized representative. COUNTY: BOARD OF COUNTY COMMISSIONERS VIN NIADt K, CLERK OF MONROE COUNTY, FLORIDA An r' - ro By: - - — s Deputy Clerk mayor/Cl CONCESSIONAIRE: Witnesses for CONCESSIONAIRE: Pi inted_-Nan. f En6t-J nature of person authorized to Sigrnaturc legally bind Corporation/Entity Date: 6 W�2.'. /i i✓�._+ i L.. ,J Ct{ . Print Name Date Print Narne Title o >, Address: "7 G11 Signature 2i V I clephone Number Print Name Date, r1 C7 cp z MONWX 00L* F ATTUFlNEY .,% AfvT��5 FQFi9 " c �a DATT. 3!17/2025 Page 24 of 31 EXHIBIT A PREMISES N, /�f����//�. ,I.r 5 � rW„ �'✓l� � N� � /� rG N kfrj� Offfll / b ��1 ,f '' / r r a r� �'� � �� �" � �� av' � ,��y�M(,ek,ru rv��✓�"f���/r!��I WW As /i/i *The area depicted above is for demonstrative purposes only. Final demised premises shall be at County's sole discretion and in no event shall consist of more than 400 sq. ft. Page 25 of 31 EXHIBIT `B" Business Plan, Scope of Work and Depiction of Storage Unit TO BE DETERMINED Page 26 of 31 EXHIBIT "C" General Insurance Requirements for Organizations/Individuals Leasing County-Owned Property Prior to the Organization or Individual taking possession of the property owned by the County, or commencing its Management operations, the Organization/Individual shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this Agreement. The Organization/Individual will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Organization/Individual shall maintain the required insurance throughout the entire term of this agreement and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the agreement and the return of all property owned by the County. The Organization/Individual will be held responsible for all deductibles and self-insured retentions that may be contained in the Organizati on/Indivi dual's Insurance policies. The Organization/Individual 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. All insurance policies must specify that they are not subjectto 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/or approval of the Organizati on/Indivi dual's insurance shall not be construed as relieving the Organization/Individual from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, will be included as "Additional Insured" on all policies. They will also be named as "Loss Payee"with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled"Request for "Waiver of Insurance Requirements" and approved by Monroe County Risk Management Department. Page 27 of 31 GENERAL LIABILITY INSURANCE REQUIREMENTS FOR LEASE/RENTAL OF PROPERTY OWNED BY THE COUNTY FOR CONTRACT MOBILE BEACHFRONT CONCESSION AT HIGGS BEACH BETWEEN MONROE COUNTY, FLORIDA AND SALUTE WATERSPORTS LLC Prior to the Organization/Individual taking possession of the property governed by this agreement, the Organization/Individual shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Fire Legal Liability (with limits equal to the fair market value of the property.) The minimum limits acceptable is: $1,000,000 Combined Single Limit(CSL) 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 contract. In addition,the period for which claims may be reported should extend for a minimum of twelve months following the termination of the Agreement. The Monroe County Board of County Commissioners will be named as Additional Insured and Loss Payee on all policies issued to satisfy the above requirements. Page 28 of 31 BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR LEASES/RENTALS OF COUNTY-OWNED PROPERTY FOR CONTRACT MOBILE BEACHFRONT CONCESSION AT HIGGS BEACH BETWEEN MONROE COUNTY, FLORIDA AND SALUTE WATERSPORTS LLC Prior to the Organization/Individual taking possession of the property governed by this agreement, the Organization/Individual shall purchase Business Automobile Liability Insurance. Coverage shall be maintained throughout the life of the Agreement and include, as a minimum, liability coverage for: • Owned, Non-Owned, and Hired Vehicles • Physical Damage Protection (if the property is a County-owned vehicle) The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) ACV for Physical Damage If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person $300,000 per Occurrence $200,000 Property Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements except for Workers Compensation. Page 29 of 31 WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT MOBILE BEACHFRONT CONCESSION AT HIGGS BEACH BETWEEN MONROE COUNTY, FLORIDA AND SALUTE WATERSPORTS LLC Prior to the commencement of work governed by this contract, the Concessionaire will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. In addition, the Concessionaire will obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $500,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company, or companies authorized to transact business in the state of Florida. If the Concessionaire has been approved by Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Concessionaire's status. The Concessionaire may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Concessionaire's Excess Insurance Program. If the Concessionaire participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Concessionaire may be required to submit updated financial statements from the fund upon request from the County. Worker's Compensation Statutory Limits Employers Liability $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease Policy Limits $500,000 Bodily Injury by Disease, each employee General Liability, including $1,000,000.00 Combined Single Limit Premises Operations Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Page 30 of 31 Business Automobile Liability $300,000 Combined Single Limit (Owned, non-owned, and hired vehicles) If split limits are preferred: $200,000 per Person $300,000 per Occurrence $200,000 Property Damage Page 31 of 31 SALUWAT-01 DORSEYRI ACORO"° CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) `64 8/5/2024 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 INSURERC: 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 MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE Xrl 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 PRO 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°W AGGREGATE $ DED RETENTION$ * $ WORKERS COMPENSATION --"^^^"` AND EMPLOYERS'LIABILITY BY— STATUTE OERHY/N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ 8 5 24 , E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/Ate ^^ "'' (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under WAMM Kti, — 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 CIS 2011 1219-Landlord Monroe County BOCC is additional insured with respect to General Liability and Auto Liability when required by written contract as perform CIS 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 , Key West FL 33040 ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD O� � a JIMMY PATRONIS CHIEF FINANCIAL OFFICER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF WORKERS' COMPENSATION ** CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS' COMPENSATION LAW NON-CONSTRUCTION INDUSTRY EXEMPTION This certifies that the individual listed below has elected to be exempt from Florida Workers' Compensation law. EFFECTIVE DATE: 3/28/2025 EXPIRATION DATE: 3/28/2027 PERSON: RICHARD W HATCH III EMAIL: BLUEHEAVEN729@GMAIL.COM FEIN: 842375731 BUSINESS NAME AND ADDRESS: SALUTE WATERSPORTS LLC 729 THOMAS ST KEY WEST, FL 33040 This certificate of election to be exempt is NOT a license issued by the Department of Business and Professional Regulation. To determine if the certificate holder is required to have a license to perform work or to verify the license of the certificate holder, go to www.myfloridalicense.com. IMPORTANT:Pursuant to subsection 440.05(13),F.S.,an officer of a corporation who elects exemption from this chapter by filing a certificate of election under this section may not recover benefits or compensation under this chapter.Pursuant to subsection 440.05(11),F.S.,Certificates of election to be exempt issued under subsection(3)apply only to the corporate officer named on the notice of election to be exempt.Pursuant to subsection 440.05(12),F.S.,notices of election to be exempt and certificates of election to be exempt shall be subject to revocation if,at any time after the filing of the notice or the issuance of the certificate,the person named on the notice or certificate no longer meets the requirements of this section for issuance of a certificate.The department shall revoke a certificate at any time for failure of the person named on the certificate to meet the requirements of this section. DFS-F2-DWC-252 CERTIFICATE OF ELECTION TO BE EXEMPT E02106330 QUESTIONS?(850)413-1609 RULE 69L-6.012, F.A.C. REVISED 01/2023 APPROVED BY RISK(MANAGEMENT BY Z ^rta� DATE 03.31. WAIVER N/A_YES. GPJ 3/31-Approved per 3.25.25 Insurance Waiver 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 on the following contract. Contractor/Vendor: Cl Prqject or Service: .......... ------ Contractor/Ve n dor Address& Phone 9: 3304 0 21,C)�e General Scope of Work: Reason for Waiver or qfiC Modification: Policies Waiver or Modification will apply to: Signature of Con tractor/Vendori,,,,4, Date: Approved Not Approved 03/25/25 Risk Management Signature: Insurance waiver subject to state approval of contractor's application for exemption from workers compensation coverage as employer with less than 4 employees.Should Contractor become ineligible for such exemption at anytime during contract term,this waiver shall Date: be revoked and contractor shall be required to provide A required workers compensation/employer liability coverage County Administrator appeal: Approved: Not Approved: r---I Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: ...... EXHIBIT A Lease Agreement LEASE AGREEMENT FOR HI ES BEACH CONCESSIQQN KEY WEST,M_ONROE COUNTY, FLORIDA THIS LEASE AGREEMENT is made and entered into on the 19th day of July , 2023, 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 1000 Atlantic Blvd LLC, a Florida Limited Liability Company, who mailing address is 729 Thomas Street, Key West, Florida 33040, hereinafter referred to as"Lessee"or"Tenant". WHEREAS, Lessor is the owner of the Clarence S. Higgs Memorial Beach, Park, hereinafter"Higgs Beach",and WHEREAS, County advertised via the competitive solicitation process a Request for, Proposals (",RFP"') for Food and Beverage Concession Services Concession at Higgs Beach, through which Lessee was deemed the highest ranked responsive, conforming proposer; and WHEREAS,Lessor desires to grant to Lessee a non-exclusive right to maintain and operate a Food and Beverage 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. The COUNTY as LESSOR does hereby lease unto LESSEE and the LESSEE does hereby accept from the COUNTY, in its "as is"condition, the Premises identified and shown on Exhibit "A"', hereinafter the "Premises", for use as a Concession, situated at 1000 Atlantic Boulevard,Key West,Monroe County,Florida. Exhibit"A"'is attached to this agreement and made a part hereof and incorporated by reference. 2. 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 RF P and any addenda,the response to the RFP,and any attached exhibits thereof, and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents&-,just listed. Pagel of2l 3. 'Scope of Work and Reeulations. The Lessee shall maintain and operate a concession business for the purpose of food and 'beverage concession and/or any other enterprise appropriate for the location(s), currently located on that certain portion of Higgs Beach as evidenced on the attached Exhibit"A". (a)The Lessee shall provide a list of food and beverages to be provided with pricing. 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 with the written consent of the Director of Parks and Beaches or his designee. (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 including but not limited to LWCF regulations, in effect on the effective date of this Lease or later adopted. (c) Lessee shall be required to obtain and maintain Monroe County and City of Key West Occupational Licenses before beginning operations. Lessee shall also be responsible for obtaining and maintaining 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 Parks and Beaches Sr. Budget Manager within,fifteen (15)days of contract award. 4. Term.l This Lease Agreement shall commence on the 12th day of August, 2023, and will terminate on the 12th day of August, 2028, unless terminated earlier under another paragraph of this agreement, 5. Renewals. This Lease may be renewed, at the County's discretion, contingent upon written approval of the Board of County Commissioners,for five(5)additional five(5)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. Rentah,Maintenance Fee and Tax. (a) RENT: The minimum base rental payment (hereinafter collectively known as collectively known as "Base Rent'''), shall include rent, and applicable tax. The Rent for the Premises is a minimum of $7,500.00 Dollars per month, beginning on August 12, 2023, and thereafter payable in advance on or before the first business day of each and every month. LESSEE SHALL PAY SALES,USE,or EXCISE TAXES and any and all other sums of money or charges required to be paid by Lessee pursuant to the provisions of this lease. Rental Amount Page 2 of 21 To: Monthly Rent: $7,500.00 (Minimum) Monthly Applicable Use tax: $ 525.00 TOTAL Rent: $8,025.00 "Current rate as of 01/0 1/2023:7%(State and Local)subject to change and rent amount due shall be adjusted accordingly. (b) PERCENTAGE (%) GROSS TAXABLE SALES: In addition to the monthly rental payment, Lessee agrees to pay Lessor Two and One-half Percent(2.5%) of the monthly gross taxable generated by Lessee's operation of the food and beverage concession space as shown on Exhibit "A", with a guaranteed combined total minimum of Fifteen Thousand Dollars ($15,000.00) per month. Stated differently, the percentage portion of the rent shall be equal to a minimum of Seven Thousand Five Hundred Dollars($7,500.00)per month, in addition to monthly base rent of Seven Thousand Five Hundred Dollars ($7,500.00) per month. Monthly gross revenues are determined on a monthly basis. A calendar year shall run from January Ist through December 31st inclusive. Payment of charges under this subparagraph shall be made in monthly installments. A statement, including proof of monthly revenue and a log documenting days and hours of operation, shall be provided by the Lessee to the Lessor each month along with an accurate and complete copy of the State of Florida Department of Revenue, Sales and Use Return DR-15 (or such forms as the State of Florida shall hereafter substitute for said form) showing,the full amount of Lessee's Gross receipts from the Demised.Premises during the previous month. 'The Statement must be in affidavit form. Lessee shall remit monthly on an arrears basis the greater amount of either 2.5% of gross taxable sales or the monthly guaranteed minimum ($7,500.0�0). 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. The Lessee must provide the County with the sales tax records for each month or quarter depending on Lessee's filing requirements and remit the difference. Lessee is subject to a fifty-dollar($50.00) late submission penalty should Lessee not furnish to Landlord copies of Form DR-I 5 by the twenty-fifth(25th) day of each month. "Gross Sales" shall mean the amount of sales of all merchandise, food or services sold or rendered at or derived from the use of the Demised Premises by Lessee or any sub-Lessee, licensee, etc. Lessee may deduct from Gross Sales: (i) any refunds to customers, provided they have been included in Gross Sales; and (ii)the amount of any sales, use or similar tax levied upon retail sales and payable over to the appropriate governmental authority. (c)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 Page 3 of 2 t when the operation opened for business. In the event of'a deflationary CPI-U,no adjustment in the lease arnowit will be made. All payments should be made payable to the Monroe County BOC'C and directed to the Monroe County Parks and Beaches Department, Contract Monitor, 10205O Overseas Hwy., They Largo, FL 33037. (d) Lessee must open the operation for business within thirty (30)days of'the effective date of this Agreement. (e) 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 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 and certified by a Certified Public Accountant (C.P,.A). must be provided to the Lessor on or before February 28 of the following year and shall include with reasonable detail the amount of Gross Sales made by Lessee from the Demised Premises during the preceding Lease Year. (f) 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 Lessee's filing requirements as set forth in Paragraph 5(b)hereirt. (g) The amounts due under sections 5(a), 5,(b), and 5(f) shall constitute the total monthly rent. Notwithstanding any grace period herein, total, rent not paid when due shall bear interest from the date due until paid at the highest rate permitted by law. (h) The Lessee must provide all, items and equipment needed for the operation including, but not limited to: kitchen equipment, shelving, display cases, tables, chairs, refrigeration units, cooking apparatus etc. Lessee's items and equipment must be removed from the outside of 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. All property of any kind that may be on the premises during the term of this Lease Agreement shall be at the sole risk of the Lessee. The Lessor shall not be liable to the Lessee or any other person for any injury, loss or damage to property or person on the premises. (i) Notwithstanding anything set forth in paragraph 10 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 Page 4 of 21 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 10 h day after the Lessee was notified in writing by the Lessor that the renter charges were overdue. The interest rate will be that established by the Comptroller under Sec. 55,03, Fla. Stat,, 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, flood, fires, earthquakes, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Premises, strikes,natural disasters, wars, terrorist threats,riots,or other civil unrest in the geographic area of the Premises, transportation problems, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other public or employee restrictions, 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"). (a) Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those,obligations under this Agreement that are affected by the Force Majeure Event for as long as(a)the Force Majeure Event continues;and(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-performing party shall notify the other party of the occurrence of'such event and describe in reasonable detail the effect(s) of such event upon the party's performance of its obligations and duties pursuant to this Agreement. Such notice shall be delivered or otherwise communicated to the other party within two(2)business days following the failure or delay caused by the Force Majeure Event,or as soon as possible after such failure or delay if the Force Majeure Event precludes the non-performing party from providing notice within such time period. (c) In the event of a Force Majeure Event, the, time for performance by the parties under the applicable scope 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. Personnel. Page 5 of 21 (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 personnel is very important. Therefore,the Lessee must assure that at least one(1)concession personnel can communicate well with the County Representative. Any employee hired by the Lessee will be the Lessee's employee and in no way has any association with the County. The Lessee shall insure that its employees are trained in all appropriate safety regulations, and comply with all such applicable laws and regulations and comply with all other local,State, and Federal regulations. (c) 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 QUeration. The Lessee agrees W furnish good, prompt and efficient service and/or merchandise to meet all demands for concession service at Higgs Beach. Lessee shall offer quality products at competitive prices at least consistent with similar goods and services presently being offered locally in other local facilities. All pricing for all goods and services are to be posted and visible for all customers. The operation must be open for service a minimum of six (6) days a week as a concession/restaurant Monday-Sunday,including holidays,anytime between 7:00 A.M. - 11:0,0 P.M., and shall not exceed the established beach hours as specified in Monroe County Ordinance 18-26(e), as may be amended from time to time. Hours of operation may be modified by mutual agreement. 10. Use and Conditions. (a) The Lessee must provide an adequate number of covered metal or commercial outdoor plastic waste containers at its operation.Lessee shall provide separate containers for waste and for recyclables. Lessee must deposit all trash, waste, and recyclable s 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 Parks and Beaches or his designee in writing. (c) Smoking shall be prohibited in accordance with Monroe! County Code of Ordinances Sec. 1'94,as may be amended from time to time. (d) 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 Page 6 of 21 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., (e) Lessee must furnish the necessary equipment, furnishings and fixtures needed to operate the concession/restaurant. All moveable equipment and furnishings shall remain the property of the Lessee and may be removed from the premises by Lessee at the termination of this lease agreement, with Lessoes consent. If Lessee fails to remove said moveable equipment or furnishings within five (5) days after termination of this lease, said items shall then become the, property of the Lessor. 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 andlor offered for rental. All accessories and equipment applicable to Lessee's concession operation 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. During the term of this lease, Lessee is responsible for all maintenance and repairs, including major repairs such as structural work and roof replacement and replacement of the building if destroyed. All repairs and replacement must be of the same or better quality as,the original work and conform to all applicable building codes.Lessee shall be responsible for and shall properly maintain the leased premises,and upon the termination of this lease, shall leave the premises in at least as good condition as at the time of the commencement of this lease, normal use and occupancy excepted. The Lessee will keep the premises clean at all times and must meet all requirements for food handling as required by the Mo+ nroe County Department of Health., (f) In the event that the demised premises,or a major part thereof are destroyed by fire, storm,or any other casualty,the Lessor at its option and without assuming Lessee's responsibilities, may forthwith repair the damage to such structure at its own cost and expense. The rental thereon shall cease until the completion of such repairs and the!Lessor will immediately refund the pro rata part of any rentals paid in advance by the Lessee prior to such destruction. Should the premises be only partly destroyed, so that the major part thereof is usable by the Lessee, then the rental shall abate to the extent that the injured or damaged part bears to the whole of such premises and such injury or damage shall be restored by the Lessor as speedily as is practicable and upon completion Doff such repairs,the full rental shall commence and the Lease shall then continue the balance of the term. If Lessor exercises its option to repair the premises, Lessee agrees to assign its right to the insurance proceeds to the Lessor. If insurance proceeds exceed the costs of repair,the,Lessor will, at its option, either remit the excess funds to the Lessee or apply the excess funds as a credit towards Lessee's next due monthly rental payment. If repair costs exceed the insurance proceeds, Lessee agrees to pay Lessor within 30 days for any and all costs of repair not covered by insurance proceeds. (g) Lessee agrees to keep the leased premises in a safe,clean and well-maintained order at no expense to the Lessor.This provision is to be monitored by the Director of Parks and Beaches or his representative. (h) Lessee agrees to operate its business in a businesslike manner, Page 7 of 2t (i) In the event the County elects to maintain and/or improve its properties in the vicinity of the leasehold herein, either by necessity, or by choice, such activity will not be considered as a breach of any covenant of this lease. 0) Alcoholic beverages may be sold within the enclosed restaurant and patio area only upon acquisition and maintenance of'p�roper licenses and approvals from local, state and federal agencies. No carry-out sales of alcoholic beverages is permitted. Sales and consumption of alcoholic beverages must cease by I I:00 P.M. (k) Entertainment may be provided only in the enclosed restaurant and patio area. Any entertainment must be acoustic soft background music and must cease by 11:00 P.M. (1) Rights not specifically granted to the Lessee by this Lease Agreement are reserved to the Lessor. 11. Lessor's Termination. Except as otherwise provided herein, the Lessor may cancel this agreement when, after giving the Lessee thirty (30) days' written notice that an act of default has occurred, the Lessee fails or cannot cure the following: (a) The appointment of a receiver of the Lessee's assets. (b) The divestiture of the Lessee's interest in the lease by court order or other operation of law, (c) The Lessee's abandonment of the operation. Failure to open,the operation and keep it open during the business hours described in this agreement for six (6) 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. 12. Lessee's Termination. If the Lessee is not in default of its obligation to pay the rent and the charges, the Lessee may cancel this agreement when, after giving the Lessor sixty (60) days written notice of an act of default, the Lessor fails or cannot cure,or fails to timely perfann, the obligations required of it under this Lease Agreement. 13, Insurance. Page 8 of 21 (a) Lessee shall obtain and maintain at its own expense the insurance coverages listed in Exhibit C. (b) The Lessee must keep in full force and effect the insurance described during the term of this agreement. If the insurance policies originally purchased that meet the requirements are canceled, ten-ninated, 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 Parks and Beaches 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 underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents,or estate,or heirs. (d) Notwithstanding anything set forth in paragraph 10 of this agreement, the Lessor may treat the Lessee in default if the Lessee, after entering the premises but before beginning its operation, does not have the insurance required by subparagraph 12(a). Before the County may terminate the agreement in this situation, the County must give the Lessee a written notice of the default stating that, if the required insurance is not obtained within ten (10) days of the Lessee's receipt of notice, then the County will cancel this agreement. The County may treat the Lessee in default and cancel this agreement if the Lessee, after starting the operation, fails to keep in full force and effect the insurance required by subparagraph 12(a). Before treating the Lessee in default and terminating the agreement in this situation,the County need only provide the Lessee 24-hour notice by E-Mail or overnight courier, The County may, but need not, provide Lessee with an opportunity to cure the default. 14. Non-Exclusive Riahts. Notwithstanding anything herein contained that may Ibe, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of Higgs Beach. 15. Rights Ugon 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 Page 9 of 21 condition, ordinary wear and tear and damage by causes beyond the control of the Lessee, excepted. 16. County's Right of EnLa. Lessor reserves the right hereunder to enter upon the Premises at any reasonable time, during normal operating hours for any purpose connected with the performance of the Lessor's obligations under this agreement or in the exercise of its governmental functions.The Lessee hereby agrees to keep the premises at all times in a clean and sanitary condition, and not to maintain or keep upon said premises any properties or equipment not used in connection with the operation of said business, unless authorized by the Lessor to do SO. 17, Leasehold Improvements.The Lessee agrees not to make any major alterations to the building located on said premises, without first obtaining written consent of the Lessor to do so, which will not be unreasonably withlield. Such alterations shall be based on plans approved by the Director of Parks and Beaches and shall be subject to all City, County, State and Federal code provisions governing construction. Lessee shall be responsible for obtaining any permits required by any government agency. All site improvements shall be pre-approved by Monroe County in accordance with its policies, procedures,ordinances and/or regulations. 18. Use Restrictions. The leased/concessioned area is to be operated by the lessee/concessioner for public outdoor recreation purposes in compliance with provisions of the Land&Water Conservation Fund Act(LWCF)and implementing regulations(36 C.F.R. Part 59) as may be amended from time to time. As such, the Itemised Premises must be publicly identified as publicly owned and operated as a public outdoor recreation facility in all signs, literature and advertising,, while acknowledging that the Demised Premises is operated by a lessee/concessioner, to elim,inate the perception the area is private. In accordance with LWC'F regulations, compliance with all Civil Rights and accessibility legislation (e.g., Title VI of Civil Rights Act, Section 504 of Rehabilitation Act, Americans with Disabilities Act) is required, and compliance will be indicated by signs posted in visible public areas, statements in public information brochures, etc. All fees charged by the lessee/concessioner to the public, must be competitive with similar private facilities. Property acquired or developed with LWCF assistance shall be retained and used for public outdoor recreation. Currently, the LWCF program is administered by the National Park Service(NPS). The County is in the process of requesting approval or acquiescence to the operation of the Restaurant from the NPS as it operates today. The NPS has the authority to disapprove requests and/or to reject proposed property substitutions if not in accordance with the provisions of the LWCF Act. Should the request be disapproved or denied, Lessee acknowledges that the Restaurant must cease operations. Page 10 of 21 MONROE COUNTV, ITS AGENTS, AFFILIATES, SUCCESSORS-IN- INTEREST, IN NO WAV, SHAPE, OR FORM GUARANTEE LESSEE'S A13ILlTV TO OPERAT"JHE PREMISES. Y #jvknowledges reccipt of this section. u. "'Aitials 19, Rights Reserved. Rights, not specifically granted to Lessee by this Lease Agreement C�l are reserved to the Lessor. 20. Rights of County. The Lessor shall have the absolute right, without linlitation, to repair, reconstruct, alter oradd to any structure or J'acility at Higgs Beach, or to construct new facilities at Hig.gs Beach. The Lessor shall, in the exercise ofstich right, be free froill, an), and all liability to the Lessee 1'or business darnages occasioned dUrill(I the making Of Such repairs, L7 alterations and additions. except those occasioned by the sole act ofneoli gence of the Lessor, its L, L7 employees or agents, 21. Assian nient. The Lessee may not assign this agreenlent, or any part cal"it, or Sublease the Premises, or any portion of the Prcillises, without the written approval of the Lessor, The charloe of the Lessee*s SUALIS from an individual to as partnership or corporation is all assignment under this paragraph requiring the Lessor's approval. I fthe Lessee is approved to do bUSillCS'S ill the corporate 1iarrn, any assigninent of a controlling interest in the corporate stock is also all assignment under this paragraph that requires tile Lessor's approval, All the obligations of this L� agreement will, extend to the legal representatives, successors, and assigns of the Lessee and Lessor... 22, Indem nification/111 old Flarnilless/Defense. The Lessee covenants and agrees to def"end, inden-mil"y and hold harmless klonroe County Board Of County Commissioners. and its elected and appointed Officers, officials, agents, servants, arld employees froril any and all claims, demands., or causes cif' action 6or bodily injury (including death). personal injury, and property damage (including property owned by Monroe County) and any other losses, datriages, costs, penalties. and expenses (including attorneys tees) which arise out of, in connection with, or, by reason ofthe Lessee utilizing tile property governed by this lease/rental agreement. The extent of, liability is in no wav limited to, reduced. or lessened by the insurance re(JUirenlentS contained elsewhere within this agreement. 23, Nondiscrimination. Lessee agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court oil' competent jurisdiction that discrimination has occurred, this Agreement auto mati call), terminates without any further action oil the part of any party, effective the date ol I the, Court order, Lessor and Lessee agree to comply with all Federal and I'llorida statutes, alid all local Ordinances, as applicable, relating to nondiscrimination. These include but are not firnited to: 1) Title V11 of the Civil Rights Page I I �of 21 1 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. 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 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. 24. Mechanic's Liens. The Lessee shall not permit any mechanic's lien or liens to be placed on the Premises, or on improvements thereon. If a mechanic's lien is filed, it shall be the sole responsibility of the Lessee or its officer,employee, agent, contractor,or other 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., Stat. do not apply to the Lessor. Nothing in this section is to be read as a waiver or authorization by the County of its constitutional and statutory immunity and right to have its property free of such 1,iens. 25. Records—Access and Audits. The Lessee shall maintain,all books,records, and documents directly pertinent to performance wider this Agreement in accordance with 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. 26. Right to Audit. Availabifily of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence, change order files (including documentation covering negotiated settlements); back charge logs, and supporting documentation; general ledger entries detailing cash and trade discounts,earned, insurance rebates and dividends;any other supporting evidence deemed necessary by Owner or the Monroe County Page 12 of 21 Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk's reasonable judgment have any beating on or pertain to any matters, rights,duties,or obligations under or covered by any contract document (all foregoing hereinafter referred to as `Records") shall be open to inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner or the County Clerk. Owner or County Clerk may also conduct verifications such as, but not limited to, counting employees, at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, subcontractors, suppliers, and contractors' representatives. All records shall be, kept for ten (10) years after Final Completion. The County Clerk possesses the independent authority to conduct an audit of records, assets, and activities relating to this Project. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement,or were wrongfully retained by the Contractor,the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03 of the Florida Statutes, running from the date the monies were paid to Contractor. The right to audit provisions survive the termination or expiration of this,Agreement. 27'. Maintenance of Records. The Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained as applicable for 1) a period of five (5) years after all funds have been expended or returned to the Department of the Treasury, whichever is later; or 2) for a period of seven (7') years from the termination of this Agreement or for a period of five(5)years from the submission of the final expenditure reportas per 2 CFR §200.33, whichever is greater. Each party to this Agreement or its authorized representatives shall have 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 seven (7)years following the termination of this Agreement. 28. 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. 29, Subordination. This Lease is subordinate to the laws and regulations of the United States, the State of Florida,and Monroe County,whether in effect on commencement of this Lease or adopted after that date. Page 13 of 21 30,. Premises to be Used for Lawful Purposes, It is expressly covenanted between the parties hereto that the Lessee will not use, suffer nor permit any person to use in any manner whatsoever the leasehold property, nor any portion thereof, for purposes calculated to injure the reputation of the leasehold property or of the neighboring property,nor for any purpose or use in violation of the laws of the United States,or of the State of Florida,or of the Ordinances of Monroe County, Florida, or the City of Key West, Florida. Lessee will keep and save the Lessor forever harmless 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.The Lessee hereby covenants, and agrees that he, his agents, employees or otherwise shall observe and obey all lawful rules and regulations which,may from time to time during the term hereby promulgated and enforced by the Lessor at the beach. 31. 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 Lease accruing, for the act,or breach of covenant, for which damages may be sought to be recovered against said Lessor,, and that in the event said Lessee shall be ousted, from the possession of said property by reason of any defect in the title of said Lessor or said Lessor's authority to make this Lease, said Lessee shall not be required to pay rent under this Lease while it is so deprived of said property,and that said Lessor shall not incur any liability as a result of such ouster. 32. No Waiver of Breach. It is further mutually covenanted and agreed between the parties hereto that no waiver of a breach of any of the covenants of this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. 31 Severabilill. 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. 34. Binding Effec , 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. Page 14 of 21 35. Authority, Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary County and corporate action,as required by law. 36. Claims for Federal or State Lessor and Lessee agree that each shall be,and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 37� AdiudicationofD,ispuLesor.Disagreements. Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the 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. 38. 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, 39. Covenant of No Interest. Lessor and Lessee covenant that neither presently has any interest,and shall not acquire any interest,which would conflict in any,manner or degree with its performance under this Agreement, and the only interest of each is to perform and receive benefits as recited in this Agreement. 40. Code of Ethics, County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.,313, Florida Statutes, regarding, but not limited to solicitation or acceptance of gifts;doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 4 1. No Sollicitation/Payment. Lessor and Lessee wan-ant 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 Page 15 of 21 provision, Lessee agrees that Lessor shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,commission, percentage, gift, or consideration. 4 . 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 H 9, 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 provisions by Lessee,,, 43. Non-VWa►iver of Immunity. Notwithstanding the provisions of Sec. 768.28,Florida Statues,the participation of the Lessor and the Lessee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Lessor be required to contain any provision for waiver. 44. 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 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. 45. Legal Obligations and Responsibilities. Non-Delcgation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this 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. 46. Non-Reliance by Non-Parties. No person or, entity shall be entitled to rely upon,the terms,or any of them,of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and Lessee agree that neither the Lessor nor Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular 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. Page t6 of 21 47'. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require,to include a Public Entity Crime Statement, an Ethics Statement, a Drug-Free Workplace Statement,and a Vendor Certification Regarding Scrutinized Companies List., 48. No Personal Liabilill. 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, 49, Execution in Counterparts This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of'the parties hereto may execute this Agreement by signing any such counterpart. 50. PCher 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. 5L Paragraph Headings— Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph or section. 52. 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, 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 1000 Atlantic Boulevard, LLC Parks and Beaches Contract Monitor Richard Hatch, Managing Member 102050 Overseas Hwy. 729 Thomas Street Key Largo, FL. 33037 They West, Florida 33040 And And Monroe County Attorney Wayne LaRue Smith,The Smith Law Firm Post Office Box 1026 509 Whitehead Street Key West, FL 33041-1026 Key West, Florida 33040 53. E-Verify System. Beginning January 1, 2021, in accordance with F.S. 448.095' the Contractor and any subcontractor shall register with and shall 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 Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize Page 17 o f 21 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 Contract term.Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Fla. Stat., Sec. 448.095. 54p Rights Reserved. Rights not specifically granted to Lessee by this, Lease are reserved to the Lessor. 55. Governing Law, Venue, Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made 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. 56. Attorngj's Fees,and Costs, The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees,court costs, investigative,and out-of-pocket expenses,as an award against the non- prevailing party, and shall include attorney's fees, courts costs, investigative, and 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. 57. Mutual Review, This Agreement has been carefully reviewed by the Lessee and the Lessor, Therefore, this Agreement is not to be construed against either party on the basis of authorship, 58. Entire Agreement. This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings,oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Lease shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 59� 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. Page IS of 21 Q) 7ITNESS WI IFRE F. each party has caused this Lease Agreement to be executed by t a ut d representative. BOARD OF COUNTY COMMISSIONERS N AC)()l�o CLERK ()I° ON OE COUNTY, FLORIDA As Deputy Clerk B y: Mayor Pry Tem 'i nesses fo LES ' pl LESSEE: _ l t Si nature of person authorized to Sig i e legally b�ind ®ration Date: int N n Date Print Name Title Address: Signature t "Telephone Number Print Name D to CD ®® :. �c _. APPROVED AS TO FORM & LEGAL SUFFICIENCY t tt a >l t t tAttorney Page 19 cif 21 Exhiibit ",A" IGGS BEACH CONCESSION RE\ASEDM MAY 17, 2023 MONROE COUNTY OUTSIDE DINING PARKS AND REACHfES '1 2SiF 4 w AI4++ * � w ug "� "m+"mow«...w ► + �* "�,•«� �"� I REA 387 SF m". DINING AREA 7 SF 246� 8F a LJTSIDE DS NIL G`G TAKEOUT P NISI IN IN A;REAW SF � 75.4 SF .y ° ,.w ,.,,� �+*',�;,' *«:" •fie' ors *m " trq� S`-1 . ,.� KITCHEN AREA 5 ,0,8 SF � � „�r e m » " u ,.... STORAGE 1F 177 SF 7T SF , OFFICE 1 14.E SF .,M . 184.E SF y"m,*.r c�,•Jw a w'��!° am '� �„'gym'"» »""�.'. ^�` ""C r"� a«r "ram v •� 1''cage 211 of'21 EXHIBIT "Bil ew k i w, rr".r ii b �� fir ✓ �" � '4 fw" n " o n � � t by r w 1 r I � r.e 1" � r e r', m ptio- , k n�' 9 The Higgs Beach Master Plan may be {'nand at the following 1117.kn Pa„oe21 of 1 PROPOSAL V E 1 UI BID TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS C/O 11PURCHASING DEPARTMENT GATO BUILDING - 1 -1100 SWONTONSTREET IIKEY WEST, FLORIDA 33040 The undersigned, having carefully examined the work, specifications, RFP documents, and addenda thereto, and other Contract Documents for the services of- FOOD AND BEVERAGE CONCESSIONHIGGS BEACH MONROE COUNTY, FLORIDA And having become familiar ith all local conditions including labor affecting the cost thereof, and having familiarized himself/herself wit material availability, Federal, State, and Local laws, ordinances, rules and regulations affecting performance of the work, does hereby propose to furnish labor, mechanics, tools, material, equipment, transportation services, and all incidentals necessary to perform and complete said work in a workman-like manner, in conformance with specifications, and other contract documents including addenda issued thereto. Company Information and Signature Company t P..k_..).I ... _ Company Company Ownership: ":: .... i`r°Ct4 AP Years in Business; Company Address; .. .. -Tz,,%P T�a . p � .. / . ` _..„42 Company web addressor : m� 1 a � .� " ------ Company Phone Number: I R I � �� p Y '_pa Number Y f Employees: ees,p Co an E-mail: t m Management Person responsible for Direct Contact to County and Services required for this rFP; Name: t t Title; , �Phone Number: n ... ... � 9vN . . .` s . .. a a✓ �i nture of Authorized Representative Tate �, o�. .m....... &9� ! � Type or Print Officer's Name and Title,,-,,.,? �,__, .�,.....�. .. ., Page 23 of 65 Bid Type of Concession: Continuation of restaurant operation that entity has been operating at this location since 2008 Bid Price for Concessions ace at Higgs Beach will e paid to Monroe County at the following rate; Monthlye t of 7,500.00 N for retail concessions ace. plus .2.5% percentage of Cross Taxable Sales or a guaranteed minimummonthly fee of ... , whichever is greater, generated by Lessee's operations at retail or food concession space. 1 acknow✓ledge receipt of Addenda No.(s) i`�c�. bated l�fc�. bated No..........................Dated................................................................................................................. No. bated Page 24 of 65 Proposer,states by his/her check mark in the blank beside the forrn and by his/her signature that he/she has provided the following forms: a. Proposal Form with proposed sample list of items or services " with pricing to be offered for sale ,..: " b. Non-Collusion Affidavitvit C. Lobbying and Conflict of Interest Clause d. Drug-Free Workplace Form C. Proposer's Insurance and Indemnification Statement f: Insurance Agents Statement(signed by agent) g. Local Preference Form and requirements(if applicable) h. Public Entity Crime Statement I. n $ C tion g crutinized Companies List Oree3�c er re t credit(3) references ., M.. k. ( )y C4NFID ri Three Fg;WG Statements in separate email marked oom�. In addition, Proposer states that he/she has included a current copy of all required professional and/or License. k mark items aboyr.as a reminder that a irr Proposer/Company: Pc T t.A sJ r( .. ... , ..±✓, L. Mailing Address: � i A„�., '''✓ Phone Number: Email Address: VIA A �.. Date: (Name) IL (Title) Witness: Print Name: Page 25 of 65 NON-COLLUSION of the city of �' according to law on my,..oath,and „_.. . . ..... ,.... ....,., d..dwddF h,,..,. ..W. ..c� ,a nunder penalty of perjury, depose and say that: I. I am IMP, N),A i r AID of the 12 � ,..d Apt °, ",. ,ri, . a.v. ... the bidder making the Proposal for the project described in the Request for Proposals for: uo 6 A,� i"r v e�QA 6-e (V"f a s4 0 N.1 $ r S . ...... mm, ..,,,........ ....,......... ...... ,.o, ,., ..... ,. ��,....... and that I executed the said proposal with full authority to do so; 2. The prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition,as to any matter relating to such prices with any other bidder or with any competitor;and 3, Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosedy the bidder prior to bid opening,directly or indirectly,to any other bidder or to any competitor;and No attempt has been made or will be made byte bidder to induce any other person,partnership or corporation to submit,or not to submit,a bid forte purpose of restricting competition;and 5. The statepionts-confiqued in this dit are true and correct,and made with full knowledge of sajrl"project and hit Monr relies !upon the truth of the sta>lernents contained in ,t i " wit i i co roject. IJ . (signature of Respondent) 'ate) STATE OF p. COUNTY OF presence or online notarization this � d) and subscribed fore me y means of °physical The foregoing instrument was sworn to (or affirmed) day of caw w 20 ,., y Cl t Signature of Notary Public Stat/e of Flt t ..a of o ry My .. commission ex tres ,� Personally Known , . O Produced Identification i � Type of Identification Produced GLORIA JOAN MILLER CAREY „ Notary Public,State of Florida Commission N NR 035069 day Comm.Expires Aug 23.2024 Bonded through National Notary Assn. Page 26 of 6 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY,FLORIDA ETHICS CLAUSE (Company) warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer oremployee 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 fall amount of any fee, commission, percentage, gift, or conjideration paid to the fon-ner County officer or employee". ... .............. .................... .................................. (Signature D ate: 3 .......... .......... ............. ........ ... 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 46- . ............ 20,?;� by .......... 4 ............... GLORIA JOAN MILLER CAGEY Signature of Notary Public-State of�orida Notary Pubac.Stake of Fiorjda D commission�-Hi 035060 My Comm.ExPires Aug 23,2024 ........ Bonded through National Notary Assn. Name of Notary My commission expires: r-"A .,Z Personally Known OR Produced Identification ........... Type of Identification Produced Page 27 of 65 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute, Sec. 287.087, hereby certifies that: 10 OC? T'L-AtJ 71 e. L L. C., . ................. (Name of Business) 1. Publishes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will betaken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees ford abuse violations. 3. Gives each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection(1). 4. In the statement specified in subsection (1), notifies the employees that, as a condition of working on the commodities or contractual services that are under bid,the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes)or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposes a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by, any employee who is so convicted, 6. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized U sign he statement,I certify that this firm complies ful with the above re eni .............. ............ Contractor/Responde t s ignature Date 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 20,�13, by ................... sign "e state re Signature of Notary Public-State of Florida,/ 6, GLORIA JOAN MILLER CAREY Notery Public-State of FNorfda iriek COMM11000 4 HO 035069 MY COMM.Expires Aus 23,2024 Bonded through Natlonak Notary Assn. Name of Notary My commission expires:_ -i&� Personally .......... o ........ ..... Knwn V� OR Produced Identification Type of Identification Produced Page 28 of 65 LOCAL PREFERENCE FORM A. Vendors clairning a local preference according to Ordinance 023-2009, as amends' by Ordinance No. 01m01.5 raga 025-201.5, must complete this fo Name ofBidder/Responder � 0't ,�� -r1 �) 7 � a" A4 ate: .. .. ' .... ...,.,. w. `t w2 .. „ ., 1. Does the vendor have valid for the business tax paid Ty,a receipt tot. roe County T Collector ate at least one 1)year prior t the notice of request far proposals .on.,., (Please furnish copy.) 2. Does the vendor have a physical business address located within Monroe County from which the vendor operates or performs business on a day It ay basis that is a substantial component aft e,goods or services being offered to Monroe County? t The h sycal business address u................. st be re istered as its principal place of business with the Florida Department of State for at least one year prior to the notice of request for proposals.) List Address: t c.,A l m .: .....*.......w ------ Telephone Number.- -- it .�.dw�dwdwdw.v ,a. �...... .. ...... B. Does t e vendor/primed to subcontract amore gods, ervices or construction to local businesses meetingintend criteria above as to licensing and location? If yes,please provide: " 5 off . 44 r m 1. Copy of Receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor dated at least one(1)year prior to the notice or request for proposals. . Subcontractor's physical business address within Monroe County from which e subcontractor operates: (The physical bossiness address must be registered as its principal place of business with the Florida Department of State for at least one(1) year rior tote notice of request for bids orproposals) Tel.Number jAddre' /I- Print Name: T C ,i nature and Title of Authorized Signatory for Bidder/Responder STATE OF .�, . COUNTY OF The foregoing instrument was sworn to (or affirmed) and subscribed before me by means of[ "fgahysical presence or [ online notarization this day ofd��w .... 2 " by E Signature ignature of Notary Public...,o...,. � da NotaryPb6 •State of�CArf�a � Comm.ExresArs 2�,2�2� ��ctra� t Natlrall t�tdy ASSPe Name of Notary ... . My commission expires PersonallyKnown O Produced Identification � � t' m. . . Type of Identification Produced Page 36 of 6 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 on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR 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, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list." I have read the above and state that neither .............. (Contractor/Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last thirty-six(36)months. (Signatur.)e Date: 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 V day of (,44.g by GLORIA JOAN MILLER CA Ea Signature of Notary Public-State of 14orida 14otary Public�State Of FaOrlad HH 135069 My Comm jx;�re%AA 21.2024 o, AZ�L Sonde4 through Hgt'cfall Notary Assn. Name of Notary My commission expires:, ............ Personally Known ....................................................... OR Produced Identification ............. ............ Type of Identification Produced -_-,- ........................ Page 37 of 65 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): XW f�............. C ............................. ...... Respondent Vendor Name: ............... .................. Vendor FEIN: ,, Vendor's Authorized Representative Name and Title: co............. —777— ........................................................................................................ ........ Address: /,V00 ................................................................................................................................ X- city: le. State: t t . . .........................— ............................... ------ Phone Number Email Address: Ja-�144 .............. ............. Ad- 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 Petroleum Energy Sector Lists 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 Respondent, I hereby certify that the company identified above in the Section entitled"Respondent Vendor Name" 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 Petroleum Energy Sector 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,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 Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By, u,", ........ who is authorized to sign on behalf of the above refero"- tpany. Authorized Signatur ,A-��j ................ ............ Print Name: At lzk— .............. Title: A;,/ Note: The List are available at the following Department of Management Services Site: bttp:/,)www.dms myflodd@,.cg usin ss operations/state p rchasinglyendor information%cony ed su d di criminatory complaints vendor lists ........................................................................................................................................................... Page 38 of 65 PHILADELPHIANFIP Policy Number: 8704327227 INSURANCE, CONIPANIFS Company Policy Number: 87043272272021 Agent: -INSURANCE OFFICE OF AMERICA INSURANCE OFFICE OF AMERICA INC 1855 W STATE ROAD 434 Payor: INSURED LONGWOOD,FL 327505069 Policy Term: 10/16/2022 12:01 AM-10/16/2023 12:01 AM Policy Form: GENERAL PROPERTY Agency Phone: (305)289-0213 To report a claim https://phlynood.manageflood.com visit or call us at: (888)200-5603 RENEWAL FLOOD INSURANCE POLICY DECLARATIONS NATIONAL FLOOD INSURANCE PROGRAM DELIVERY ADDRESS INSURED NAME(S)AND MAILING ADDRESS 1000 ATLANTIC BLVD LLC 1000 ATLANTIC BLVD LLC 729 THOMAS ST 729 THOMAS ST KEY WEST, FL 330407334 KEY WEST, FL 330407334 COMPANY MAILING ADDRESS INSURED PROPERTY LOCATION PHILADELPHIA INDEMNITY INSURANCE COMPANY 1000 ATLANTIC BLVD PO BOX 200584 KEY WEST, FL 330404852 DALLAS,TX 75320-0584 BUILDING DESCRIPTION: OTHER NON-RESIDENTIAL TYPE BUILDING DESCRIPTION DETAIL: RESTAURANT RATING INFORMATION BUILDING OCCUPANCY: NON-RESIDENTIAL BUILDING REPLACEMENT COST VALUE: $596,250 NUMBER OF UNITS: N/A DATE OF CONSTRUCTION: 01/01/1949 PRIMARY RESIDENCE: NO PROPERTY DESCRIPTION: SLAB ON GRADE(NON-ELEVATED),1 FLOOR(S),MASONRY CURRENT FLOOD ZONE: VE CONSTRUCTION FIRST FLOOR HEIGHT(FEET): 1.1 PRIOR NFIP CLAIMS: 0 CLAIM(S) FIRST FLOOR HEIGHT METHOD: FEMA DETERMINED MORTGAGEE/ADDITIONAL INTEREST INFORMATION FIRST MORTGAGEE: LOAN NO: N/A SECOND MORTGAGEE: LOAN NO: N/A ADDITIONAL INTEREST: MONROE COUNTY BOCC LOAN NO: N/A TOURIST DVLPMNT COUNCIL 1100 SIMONTON STREET KEY WEST,FL 330403110 DISASTER AGENCY: CASE NO: N/A DISASTER AGENCY: N/A RATE CATEGORY— RATING ENGINE COVERAGE DEDUCTIBLE COMPONENTS OF TOTAL AMOUNT DUE BUILDING: $200,000 $5,000 BUILDING PREMIUM: $6,336.00 CONTENTS: $150,000 $5,000 CONTENTS PREMIUM: $3,351.00 COVERAGE LIMITATIONS MAY APPLY.SEE YOUR POLICY FORM FOR DETAILS. INCREASED COST OF COMPLIANCE ICC PREMIUM: $75.00 Please review this declaration page for accuracy.If any changes are needed,contact your agent. ( ) Notes: The"FULL RISK PREMIUM"is for this policy term only. It is subject to change annually if there is any MITIGATION DISCOUNT: ($0.00) change in the rating elements.Your property's NFIP flood claims history can affect your premium,for questions COMMUNITY RATING SYSTEM REDUCTION: ($19.00) please contact your agency."MITIGATION DISCOUNTS"may apply if there are approved flood vents and/or the .... .... machinery&equipment is elevated appropriately.To learn more about your flood risk,please visit FULL RISK PREMIUM: $9,743.00 FloodSmart.gov/floodcasts. ANNUAL INCREASE CAP DISCOUNT: ($0.00) Ir K, STATUTORY DISCOUNTS: ($0.00) I DISCOUNTED PREMIUM: $9,743.00 Y -- RESERVE FUND ASSESSMENT: $1,754.00 HFIAA SURCHARGE: $250.00 FEDERAL POLICY FEE: $47.00 Ai:M PROBATION SURCHARGE: $0.00 TOTAL ANNUAL PREMIUM: $11,794.00 IN WITNESS WHEREOF,we have signed this policy below and hereby enter into this insurance agreement. John Glomb/ resident and CEO Edward Sayago/VP&Deputy CLO This declarations page along with the Standard Flood Insurance Policy Form constitutes your flood insurance policy. Zero Balance Due -This IS Not A Bill Policy issued by: PHILADELPHIA INDEMNITY INSURANCE COMPANY Insurer NAIC Number: 18058 IIIIIIIIIIIIIIIIIIIIIIIII File: 21284047 Page 1 of 1 IIIIIIIIIII IIIIIIIIIIII DOCID: 177187089 Printed 10/10/2022 CITIZENS PROPERTY INSURANCE CORPORATION 301 W BAY ST CITIZENS JACKSONVILLE FL 32202 PROPERTY INSURANCE.CORPORATION COMMERCIAL PROPERTY POLICY DECLARATIONS POLICY NUMBER: 00039887-9 POLICY PERIOD FROM 10/16/2022 TO 10/16/2023 at 12:01 a.m.Eastern Time Transaction: RENEWAL CNR-W Pay Plan: Citizens Full Pay Bill: Insured Billed Named Insured and Mailing Address Agent FI.Agent Lic.# 1000 ATLANTIC BOULEVARD, LLC SHEILA ANN SERRANO W032348 729 THOMAS ST EAGLE AMERICAN INSURANCE AGENCY, KEY WEST, FL 33040 LLC 1855 W.STATE ROAD 434 LONGWOOD, FL 32750 Telephone:305-296-8666 Telephone:407-998-4276 IN RETURN FOR THE PAYMENT OF THE PREMIUM,AND SUBJECT TO ALL THE TERMS OF THIS POLICY,WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE FOR WHICH A PREMIUM IS INDICATED.THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENTS. 9 PREMIUM COMMERCIAL PROPERTY COVERAGE DAT $19,005.00 Required Additional Charges: I . 2022 Florida Insurance Guaranty Association(FIGA)Regular Assessment $133.00 2022-B Florida Insurance Guaranty Association(FIGA)Regular Assessment $247.00 Catastrophe Financing Surcharge $2,851.00 Tax-Exempt Surcharge $333.00 TOTAL: $22,569.00 See Form CDEC-FE-SCH—Commercial Policy Forms And Endorsements Schedule Countersigned: 08/17/2022 Authorized By: SHEILA ANN SERRANO BY: Issued Date: 08/17/2022 A 1 Xm+ wum—ouA.M u. 6'y Po Barry J.Gilway President/CEO and Executive Director Citizens Property Insurance Corporation CDEC1 08 21 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 4 with its permission. CITIZENS PROPERTY INSURANCE CORPORATION 301 W BAY ST CITIZENS JACKSONVILLE FL 32202 PROPERTY INSURANCE CORPORATION COMMERCIAL PROPERTY POLICY DECLARATIONS Policy Number: 00039887-9 Effective Date: 10/16/2022 to 10/16/2023 Insured Name: 1000 ATLANTIC BOULEVARD,LLC LOCATION NO. 1 BUILDING OR SPECIAL CLASS ITEM NO. 1 CSP Code: 0542 BUSINESS DESCRIPTION: Restaurants-With cooking DESCRIPTION OF PREMISES 1: 1000 ATLANTIC BLVD ONE STORY MASONRY RESTAURANT BLDG NOT INCLUDING FABRIC CANOPY Location Address Group I Construction Group II Construction Protection Class BCEGS Grade 1000 ATLANTIC BLVD N/A Masonry N/A Ungraded KEY WEST,FL 33040-4852 Group I Territory Group II Territory Coastal Territory No.of Units N/A N/A Monroe-86 1 COVERAGES PROVIDED Insurance at the Described Premises Applies Only For Coverages For Which A Limit Of Insurance Is Shown. Covered Total Replacement Limit Of Causes Cost/BPP Actual Coverage Insurance Of Loss Cash Value Rates Premium First Loss Building(Bldg) $761,000 Wind $761,000 Class $14,587.00 No Business Personal Property(BPP) $150,000 Wind $150,000 Class $2,636.00 No Your coverage limits have been adjusted for inflation. OPTIONAL COVERAGES Applicable Only When Entries Are Made In The Schedule Below Coverage Premium Replacement Cost Building Business Personal Property Yes No DEDUCTIBLE Hurricane,Other Windstorm or Hail Percentage Deductible Deductible Percentage(Deductible Amount) Bldg:3%($22,830) BPP:3%($4,500) WINDSTORM MITIGATION FEATURES Terrain Year Built Roof Cover Roof Deck Roof-Wall SWR C 1949 N/A N/A Connection N/A N/A Building Type Roof Shape Windstorm FBC Wind Speed FBC Wind Design N/A N/A Protective Devices N/A N/A None Mortgageholder(s)&Other Policyholder Interest(s)—See Policy Interest Schedule. PREMIUM: $17,223.00 CDEC1 08 21 Includes copyrighted material of Insurance Services Office, Inc., Page 2 of 4 with its permission. CITIZENS PROPERTY INSURANCE CORPORATION 301 W BAY ST CITIZENS JACKSONVILLE FL 32202 PROPERTY INSURANCE CORPORATION COMMERCIAL PROPERTY POLICY DECLARATIONS Policy Number: 00039887-9 Effective Date: 10/16/2022 to 10/16/2023 Insured Name: 1000 ATLANTIC BOULEVARD,LLC LOCATION NO. 1 BUILDING OR SPECIAL CLASS ITEM NO.2 CSP Code: 0542 BUSINESS DESCRIPTION: Fully Enclosed Restroom DESCRIPTION OF PREMISES 1: 1000 ATLANTIC BLVD ONE STORY MASONRY RESTROOM BLDG Location Address Group I Construction Group II Construction Protection Class BCEGS Grade 1000 ATLANTIC BLVD N/A Masonry N/A Ungraded KEY WEST,FL 33040-4852 Group I Territory Group II Territory Coastal Territory No.of Units N/A N/A Monroe-86 N/A COVERAGES PROVIDED Insurance at the Described Premises Applies Only For Coverages For Which A Limit Of Insurance Is Shown. Covered Limit Of Causes Total Coverage Insurance Of Loss Replacement Cost Rates Premium First Loss Building(Bldg) $93,000 Wind $93,000 Class $1,782.00 No Your coverage limits have been adjusted for inflation. OPTIONAL COVERAGES Applicable Only When Entries Are Made In The Schedule Below Coverage Premium Replacement Cost Building Business Personal Property Yes DEDUCTIBLE Hurricane,Other Windstorm or Hail Percentage Deductible Deductible Percentage(Deductible Amount) Bldg:3%($2,790) WINDSTORM MITIGATION FEATURES Terrain Year Built Roof Cover Roof Deck Roof-Wall SWR C 1949 N/A N/A Connection N/A N/A Building Type Roof Shape Windstorm FBC Wind Speed FBC Wind Design N/A N/A Protective Devices N/A N/A None Mortgageholder(s)&Other Policyholder Interest(s)—See Policy Interest Schedule. PREMIUM: $1,782.00 CDEC1 08 21 Includes copyrighted material of Insurance Services Office, Inc., Page 3 of 4 with its permission. r^ �" 1000ATL-01 REGANL DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1/13/2023 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 Linda Regan Insurance Office of America PHONE FAX 13361 Overseas Highway (A/C,No,Ext): (305)537-2782 (A/C,No): Marathon,FL 33060 E-MAIL Linda.Regan@ioausa.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Trisura Specialty Insurance Company 16188 INSURED INSURER B:FHM Insurance Company 10699 1000 Atlantic Blvd LLC dba Salute Restaurant INSURER C: 729 Thomas Street INSURER D: Key West,FL 33040 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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 ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDDIYYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR OSU100615600 1/13/2023 1/13/2024 DAMAGE TO RENTED 100,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: LIQUOR LIABILIT $ 1,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO X OSU100616600 1/13/2023 1/13/2024 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 AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN WC30600068172023A 1/1/2023 1/1/2024 100,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Monroe County BOCC is additional insured with respect to general liability and auto liability APPROVED BY RISK MANAGEMENT By DATE 1/18/2023 WAIVER N/A YES 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 Key West FL 33040 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD FIRSIAMENDMENTTO LEASE AGREEMEN-r HIGGIS REACM 1tcu � HIS I ANIENDMENT1`0 LEASE AGREf.,MF:NTis inade and entered into on 111is024, by an(J between Monroe County, a political stibdivision of the St,,.,tte of Flw,41a, whose malfingaddress is I 100 Simonton treel, Key Wesi, Fhwida 33040 ("COUT11y" or "t-essor") and 1000 Atlantic Boulevard, Lt ', as F'lorida LArnited Liability ClI omparly, whose rnaihngaddress is 729Th(.,)Ynas Street,,, Key West, I'lorlda 33040 ("Fenant" or "Lessee"), WHEREAS, (,)it March 22, 2023, the BOCCI granted approwd to advertise an RFP for as I F'ood and 13everag C e oncession Service at the C,(XITIty PT'OpeN,y known as C,'larence S, Hig,gs Metnorial Beach Hark ("Higgs Beach"); and WHEREAS, on Rily 19, 2023 the C."ounty awarded as lease agi-cenient to 1000 Atlantic Boulevard, LJ,C, also known as Salute Restatirant , ibr a period offivc (5) years, renewable, at the Cl ounty's discretion, for f`ive (5) addition] five (5) year terryis for the Food/Beverage C,oncession Services at Higgs Reach., and WHEREAS, the County is currently in the Finishing stages of., I'm..)nstruction of the public i-estrooins ,,il Higgs Beach, and WHEREAS, the Lessee has slated that 1he ongoing reconstrUCti(A) Ofthe 1%,'St 1'00 I'll S and its ciose proximity to the leased dernised premises has affected its ability to fIffly condUCt bUSiness and operate Salute Restaurantand provided financial statements evidencing as temporary de,cline in profits in F)ecernber, 2023, aud January, 2024, when compared to the sanIe months in 2022 and 2023 that may, be, in part, due to the restroorns reconstroction, and WHEREAS, the LCSSCC IUIS TVClUcs[cd the C'ounty to abate its inonthly rental payments for Decernber, 2023, in the an,iount of $7,500,00 and for January, 2024, in the amount of $7,500.00 for a.total of$15,000.00; and WHEREAS, the original contract inadvertently included the current insurmce declan,,ition pages instead of the insurance requiretnents and both parties wish t.o arnend this scrIvener's error; and WHEREAS, the parties have fOLUICI the Lease to be rnulluaHy belleficial; and WHEREAS, both partiLs desire to amen(,I the Lease, NOW' "rHEREFORE, in consider.160il Of' the ITILItUal rwornises, covenants and agreen"ients stiaIed herein, and or other good and valwiHe consideration, the SUffiCiCTICY ofwh1ch is 1-wreby acknoMedged, the parities agree as follows: Section 1. jt(,r.i�ANILtUintenance Fee,.LFax. The fidlowing subsection is hcreb.Y culded to Parag,ruph 6: (j) Notwitfistam ling any other paragraj)h in this agreeinent, the (.,,ounty agrees to abate a. 1:)roraled monthly rental payment for the months of DecenIber, 2023, and olaanuaary, 2024, In the aniount ofFiten Thousand Dollars and 00/100 (1315,000,00) due to the atypical impact,is related to the reconstruction of the restrowns at Higgs Beach and the close proxmilly of said 1 reconstruction to the demised leased premises. This total rent abatement amount set forth herein may be applied as a credit towards the fixture monthly rental payment(s) due by Lessee. Section 2. The Contract is amended by adding attached Exhibit A to the end of the Original Lease Agreement: Section 3. ExcepI as set forth in Section l and Section 2 above, a.11 other provisions of the Lease, as a vended, shall rernain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (S1rAI j BOARD OF COUNTY COMMISSIONERS Attc si". kEY IN MADOK,CLERK OF MONROE COUNTY, FLORIDA, LESSOR By By' — As De:uiy/Clerk Mayor/Chairperson APPROVED AS TO FORM.&LEGAL SUFFICIENCY Moni e. ounty.Attorney's Office .. thaUa Mellies Arched . Ase teat County Attorney WITNESSES: 100011TLANTIC BOULEVARD, LLC, A Florida Limited Liability C nipany; LES " Sifnat ire Titles Managing Partner Print:NU ire - Date Print Name Date Signature M s Print.Name Date 1 _ 2 SECOND AMENDMENT TO LEASE AGREEMENT FOR HIGGS BEACH CONCESSION/RESTAURANT THIS SECOND AMENDMENT TO LEASE AGREEMENT is made and entered into on this 10th day of September 2025, by and between Monroe County, a political subdivision of the State of Florida, whose mailing address is 1100 Simonton Street, Key West, Florida 33040 ("County" or "Lessor") and 1000 Atlantic Boulevard, LLC, a Florida Limited Liability Company, whose mailing address is 729 Thomas Street, Key West, Florida 33040 ("Tenant" or "Lessee"). WHEREAS, on July 19, 2023, the County entered into a lease agreement with Lessee (the "Agreement") for an original period of five (5) years renewable at the County's discretion, subject to annual rent adjustments in accordance with Paragraph 6 of the terms of the Agreement; WHEREAS, under Paragraph 6(a) of the Agreement, Lessee shall pay sales, use, or excise taxes, and any and all other sums of money or charges required to be paid by Lessee pursuant to the provisions of the Agreement; WHEREAS, under Paragraph 6(c) of the Agreement, an annual rental payment adjustment shall be made in accordance with a change in the U.S. Department of Commerce Consumer Price Index for all Urban Consumers (CPI-U) as reported by the U.S. Bureau of Labor Statistics on December 31 of the previous year using the most recently published indicator; WHEREAS, on August 21, 2024, the County adjusted the rental payment due under the Agreement to reflect the applicable CPI-U and applicable sales tax, in accordance with Paragraph 6 of the Agreement; WHEREAS, on August 1, 2025, the County adjusted the rental payment due under the Agreement to reflect the applicable CPI-U and applicable sales tax, in accordance with Paragraph 6 of the Agreement; WHEREAS, effective October 1, 2025, the State of Florida (the "State") repealed State sales tax and discretionary sales surtax on commercial rentals; WHEREAS, on October 1, 2025, the County will adjust the rental payment due under the Agreement to reflect the State's repeal of State sales tax and discretionary sales surtax on commercial rentals; and WHEREAS, the parties wish to reflect the adjusted rental payment due by amending Paragraph 6 of the Agreement; and WHEREAS, the parties believe this amendment to be mutually beneficial. NOW THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Paragraph 6 is hereby amended in pertinent part as follows (additions are underlined and in bold. Deletions are st+i ke t4-,,,,gh, - Rental Amount(from August 1, 2025 to September 30, 2025) 1 To: Monthly Rent: W,400.40(Minimum)$7,979.90 Monthly Applicable Use tax: $4-15:40** $279.30 ` TOTAL Rent: $8;82---*,80 $8,259.20 ** Current rate as of 8/01/25 4 I'A' ,3.5% (2.0% State,1.5%Local) subject to change and rent amount due shall be adjusted accordingly." Rental Amount(effective October 1,2025), To: Monthiv Rent: Pr-WAO(Minimum) 979.90 TOTAL Rent: S8-42-5:00- $7,979.90 2. Except as set forth herein, all other provisions of the Lease. as amended, shall remain in full force and effect. IN WlT'NESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. +�,✓�i -. } BOARD OF COUNTY COMMISSIONERS " [est. MADOK,CLERK OF MONRUE COUNTY, FLORIDA, 1 c fis I OR By putyiClerk Mayor James K. Scholl I NI SSES: 1000 ATLANTIC: BOULEVARD,LLC, A Florida Limited Lia lity Company, LF.SSE Signature Titl Managing Partner (2dh..r,r-v l x�r \ ` �" zc�t.r�re. . /e,-Ick r Print Name& Address s Date '$2G ZJ Signature and Print— Name Hate MONR+OE COLONTY ATT0F#4EY APPROVED AS TRFORM 7 Signature Print Name&Adtis - Date Z�Z SATE>. _ 8/20/2025 N 2 f .C' CD (7) r� ,, Gor, ); Liz Yongue From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov> Sent: Thursday, April 9, 2026 3:57 PM To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela G. Hancock; Liz Yongue; InternalAudit; Agenda Item Review Team; MGT; Francis-Lourdes; Gastesi- Roman; Gongre-Mark; Maddox-Natalie; Moeller-Mary; Moore-Deborah; Proffitt- Maureen; Senior Management Team and Aides; Tamborski-Cheri; Tolpin-Devin; Wilson-Kevin 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; Kevin Madok; Valcheva-Svilena; Powell-Barbara; Guerra-Cynthia; Brynn Morey Subject: Item S5 BOCC 04/15/2026 REVISED BACKUP Attachments: AIS 26-6271 S5.pdf, Higgs ILA KW County - Lease Assignment &Assumption - Salute Watersports & Salute Restaurant v2 clean.pdf, Higgs ILA KW County - Lease Assignment &Assumption Notice Ltr - Salute Watersports & Salute Restaurant v2 clean.pdf, Higgs ILA KW County - Lease Assignment &Assumption - Salute Watersports & Salute Restaurant v2 redline.docx; Higgs ILA KW County - Lease Assignment &Assumption Notice Ltr - Salute Watersports & Salute Restaurant v2 redline.docx Categories: Orange Category Good afternoon, Please be advised that the backup for the S5 agenda item has been revised. "Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. " Thanle �,-,rrystaC crontez Executive Administrative Coordinator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 Office: 305-292-4441 Cell: 305-850-8694 Courier Stop 41 Notary Public �y ------_-rv_� i 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. 2 COUNTY Nr11�,Y �� ����� BOARD OF COUNTY CONDUSSIONERS Mayor Michelle Lincoln,District 2 The Florida Keys Mayor Pro Tem David Rice,District 4 Craig Cates,District 1 James K.Scholl,District 3 Holly Merrill Raschein,District 5 Regular Meeting April 15, 2026 Agenda Item Number: {{section.number}}{{item.number}} 26-6271 BULK ITEM: Yes DEPARTMENT:Administration TIME APPROXIMATE: n/a STAFF CONTACT: Christine Hurley AGENDA ITEM WORDING: Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. ITEM BACKGROUND: The Monroe County (County)Administrator along with County staff has been working diligently with the City of Key West(City) Manager along with City staff on the terms of an Interlocal Agreement(ILA)that would result in the County conveying Higgs Beach to the City. This item is a companion item to the ILA, which is also being heard at this meeting. This item effectuates one of the terms of the ILA which requires that the County assign the tenant leases the County holds at Higgs Beach to the City. The Salute Watersports and Salute Restaurant are two of those leases. PREVIOUS RELEVANT BOCC ACTION: Directed the County Administrator to proceed with negotiating an Interlocal Agreement for the transfer of Higgs Beach from the County to the City at the March 11, 2026 BOCC meeting. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION:Approval DOCUMENTATION: Higgs ILA KW County-Lease Assignment&Assumption-Salute Watersports&Salute Restaurant.docx Higgs ILA KW County-Lease Assignment&Assumption Notice Ltr-Salute Watersports&Salute Restaurant.docx Higgs ILA KW County-Lease Assignment&Assumption Salute Watersports Exh A.pdf Higgs ILA KW County-Lease Assignment&Assumption Salute Restaurant Exh A.pdf Higgs ILA KW County-Lease Assignment&Assumption Salute 1st Amendment 07_17_2024 Exh A.pdf Higgs ILA KW County-Lease Assignment&Assumption Salute 2nd Amendment 09_10_2025 Exh A.pdf FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Assignment and Assumption of Leases For good and valuable consideration, the receipt of which is hereby acknowledged, MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040 ("Assignor"), hereby irrevocably assigns, transfers, and sets over to CITY OF KEY WEST, a municipal corporation of the State of Florida,whose address is 1300 White Street, Key West, Florida, 33040 ("Assignee") all of Assignor's right, title, and interest, as lessor, in and to those certain leases, license agreements, and other occupancy agreements (collectively, the "Leases") in effect for space at the real property located at 1000 Atlantic Boulevard, Key West, Florida, otherwise known as "Higgs Beach" (the "Property") and listed on Exhibit A attached hereto and made a part hereof. 1. Assignee hereby expressly assumes all of the obligations imposed upon the lessor under the Leases which accrue from and after May 1, 2026. 2. Assignor, as a political sub-division of the State of Florida, as defined in Section 768.28,Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts. originating or relating to the period prior to May 1, 2026, and arising out of or with respect to the failure of Assignor to have performed any of the obligations of the landlord under the Leases which accrued prior to May 1, 2026. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 3. Assignee, to the extent set forth in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts, originating or relating to the period beginning on May 1, 2026 and arising out of or with respect to the failure of Assignee to perform any of the obligations of the landlord under the Leases accruing on and after the date hef May 1, 2026. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either parry to be sued by third parties in any matter arising out of this or any other Agreement. 4. This Assignment is made by Assignor without recourse and without any express or implied representation or warranty whatsoever, except to the extent provided in that certain "HIGGS BEACH CONVEYANCE INTERLOCAL AGREEMENT BETWEEN THE CITY OF KEY WEST AND MONROE COUNTY", dated as of April 15, 2026, by and between Assignor and Assignee (the "ILA"). 5. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. 6. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law rules. 7. This Assignment and the obligations of the parties hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 8. No modification, waiver, amendment, discharge, or change of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is or may be sought. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF, each parry has caused this Agreement to be executed by its duly authorized representative. (SEAL) ATTEST: THE CITY OF KEY WEST, FLORIDA By: Keri O'Brien Mayor Danise Henriquez Date City Clerk (City Seal) APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF MARATHON, FLORIDA ONLY: By: Kendal Harden Chief Assistant City Attorney ATTEST: KEVIN MADOK MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By: As Deputy Clerk Mayor Michelle Lincoln Date APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE BOARD OF COUNTY COMMISSIONS OF MONROE COUNTY, FL ONLY: By: Pedro J. Mercado Chief Assistant County Attorney 3 EXHIBIT A Schedule of Leases Salute Watersports dated March 25, 2025 Salute Restaurant dated July 19, 2023 Salute Restaurant I"Amendment dated July 17, 2024 Salute Restaurant 2nd Amendment dated September 10, 2025 4 SCHEDULE [NUINIBERI Letters of r.edi 5 - Vim' „ BOARD OF COUNTY COMMISSIONERS County of MonroeMayor Michelle Lincoln,District 2 The Florida Keys Mayor Pro Tem,David Rice,District 4 y �' F Craig Cates,District 1 James K. Scholl,District 3 Robert B.Shillinger,Jr.,County Attorney** �J,.f Holly Merrill Raschein,District 5 Pedro J.Mercado,Chief Assistant County Attorney** Christine Limbert-Barrows,Sr.Assistant County Attorney** Derek V.Howard,Sr.Assistant County Attorney** Office of the County Attorney Peter H.Morris,Assistant County Attorney** 1111 12'Street,Suite 408 Patricia Fables,Assistant County Attorney Key West,FL 33040 Joseph X.DiNovo,Assistant County Attorney** (305)292-3470 Office Kelly Dugan,Assistant County Attorney (305)292-3516 Fax Eve M.Lewis,Assistant County Attorney** Gaelan P.Jones,Assistant County Attorney Jeni-Lee MacLaughlin,Assistant County Attorney Ana Walter,Assistant County Attorney Donald Townsend,Jr.,Assistant County Attorney Jessica Quiggle,Assistant County Attorney++ **Board Certified in City,County&Local Govt.Law ++Board Certified in State&Federal Govt.&Administrative Practice April 16, 2026 1000 Atlantic Boulevard LLC Salute Watersports LLC Richard Hatch, Managing Member 729 Thomas Street Key West, Florida 33040 Re: Salute Restaurant Lease dated July 19, 2023 and Salute Watersports Lease dated March 25, 2025 (the"Leases")between Monroe County, as landlord("Landlord") and 1000 Atlantic Blvd LLC and Salute Watersports LLC, as tenant("Tenant") Dear Tenant: On April 15, 2026, Monroe County (County) and the City of Key West(City) entered into an Interlocal Agreement involving the property known as Higgs Beach, which includes the Salute Restaurant LLC leasehold premises and the Salute Watersports LLC leasehold premises. As part of the Interlocal Agreement the County will convey Higgs Beach to the City on May 1, 2026 and, as of that date, the County's interest in the Salute Restaurant Lease and the Tropical Watersports lease will be transferred and assigned to the City. The contact person at the City is Marcus Davila who may be reached by telephone at 305- 747-0163 or via e-mail at madavilaodcityofkeywest-fl.gov. Beginning May 1, 2026, all rent and other payments due under the Lease should be remitted to the City in accordance with the terms of the Lease at the following address: City of Key West—Finance Department I .O. Box 1409 Key West, FL 33041 305-809-3700 Further, until you are directed otherwise by the City, all notices and other communications to the landlord under or with respect to the Lease should be delivered in accordance with the terms of the Lease to: City of Key West—Community Services Department Marcus Davila 305-747-0163 madavilaodcityofl,--eywest-fl.gov Sincerely, Pedro J. Mercado Chief Assistant County Attorney Assignment and Assumption of Leases For good and valuable consideration,the receipt of which is hereby acknowledged, MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040 ("Assignor"), hereby irrevocably assigns, transfers, and sets over to CITY OF KEY WEST,a municipal corporation of the State of Florida,whose address is 1300 White Street, Key West, Florida, 33040 ("Assignee") all of Assignor's right, title, and interest, as lessor, in and to those certain leases, license agreements, and other occupancy agreements (collectively, the "Leases") in effect for space at the real property located at 1000 Atlantic Boulevard, Key West, Florida, otherwise known as "Higgs Beach" (the "Property") and listed on Exhibit A attached hereto and made a part hereof. 1. Assignee hereby expressly assumes all of the obligations imposed upon the lessor under the Leases which accrue from and after May 1, 2026. 2. Assignor, as a political sub-division of the State of Florida, as defined in Section 768.28,Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortuous acts. originating or relating to the period prior to May 1, 2026, and arising out of or with respect to the failure of Assignor to have performed any of the obligations of the landlord under the Leases which accrued prior to May 1, 2026. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 3. Assignee, to the extent set forth in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts,which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts, originating or relating to the period beginning on May 1, 2026 and arising out of or with respect to the failure of Assignee to perform any of the obligations of the landlord under the Leases accruing on and after May 1, 2026. Nothing contained in this Section shall be construed to be a waiver by either parry of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either parry to be sued by third parties in any matter arising out of this or any other Agreement. 4. This Assignment is made by Assignor without recourse and without any express or implied representation or warranty whatsoever, except to the extent provided in that certain "HIGGS BEACH CONVEYANCE INTERLOCAL AGREEMENT BETWEEN THE CITY OF KEY WEST AND MONROE COUNTY", dated as of April 15, 2026, by and between Assignor and Assignee (the "ILA"). 5. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. 6. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law rules. 7. This Assignment and the obligations of the parties hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 8. No modification, waiver, amendment, discharge, or change of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is or may be sought. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF, each parry has caused this Agreement to be executed by its duly authorized representative. (SEAL) ATTEST: THE CITY OF KEY WEST, FLORIDA By: Keri O'Brien Mayor Danise Henriquez Date City Clerk (City Seal) APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF MARATHON, FLORIDA ONLY: By: Kendal Harden Chief Assistant City Attorney ATTEST: KEVIN MADOK MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By: As Deputy Clerk Mayor Michelle Lincoln Date APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE BOARD OF COUNTY COMMISSIONS OF MONROE COUNTY, FL ONLY: By: Pedro J. Mercado Chief Assistant County Attorney 3 EXHIBIT A Schedule of Leases Salute Watersports dated March 25, 2025 Salute Restaurant dated July 19, 2023 Salute Restaurant I"Amendment dated July 17, 2024 Salute Restaurant 2nd Amendment dated September 10, 2025 4 BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Michelle Lincoln,District 2 The Florida Keys Mayor Pro Tem,David Rice,District 4 y �� Craig Cates,District 1 James K.Scholl,District 3 Robert B.Shillinger,Jr.,County Attorney** Holly Merrill Raschein,District 5 Pedro J.Mercado,Chief Assistant County Attorney** Christine Limbert-Barrows,Sr.Assistant County Attorney** Derek V.Howard,Sr.Assistant County Attorney** Office of the County Attorney Peter H.Morris,Assistant County Attorney ** I I11 12'Street,Suite 408 Patricia Fables,Assistant County Attorney Key West,FL 33040 Joseph X.DiNovo,Assistant County Attorney** (305)292-3470 Office Kelly Dugan,Assistant County Attorney (305)292-3516 Fax Eve M.Lewis,Assistant County Attorney** Gaelan P.Jones,Assistant County Attorney Jeni-Lee MacLaughlin,Assistant County Attorney Ana Walter,Assistant County Attorney Donald Townsend,Jr.,Assistant County Attorney Jessica Quiggle,Assistant County Attorney++ **Board Certified in City,County&Local Govt.Law ++Board Certified in State&Federal Govt.&Administrative Practice April 16, 2026 1000 Atlantic Boulevard LLC Salute Watersports LLC Richard Hatch, Managing Member 729 Thomas Street Key West, Florida 33040 Re: Salute Restaurant Lease dated July 19, 2023 and Salute Watersports Lease dated March 25,2025 (the"Leases")between Monroe County, as landlord("Landlord")and 1000 Atlantic Blvd LLC and Salute Watersports LLC, as tenant("Tenant") Dear Tenant: On April 15, 2026, Monroe County (County) and the City of Key West(City) entered into an Interlocal Agreement involving the property known as Higgs Beach, which includes the Salute Restaurant LLC leasehold premises and the Salute Watersports LLC leasehold premises. As part of the Interlocal Agreement the County will convey Higgs Beach to the City on May 1, 2026 and, as of that date, the County's interest in the Salute Restaurant Lease and the Tropical Watersports lease will be transferred and assigned to the City. The contact person at the City is Marcus Davila who may be reached by telephone at 305- 747-0163 or via e-mail at madavila@cityofkeywest-fl.gov. Beginning May 1, 2026, all rent and other payments due under the Lease should be remitted to the City in accordance with the terms of the Lease at the following address: City of Key West—Finance Department P.O. Box 1409 Key West, FL 33041 305-809-3700 Further, until you are directed otherwise by the City, all notices and other communications to the landlord under or with respect to the Lease should be delivered in accordance with the terms of the Lease to: City of Key West—Community Services Department Marcus Davila 305-747-0163 madavila@cityofkeywest-fl.gov Sincerely, Pedro J. Mercado Chief Assistant County Attorney Liz Yongue From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov> Sent: Monday, April 13, 2026 1:16 PM To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela G. Hancock; Liz Yongue; InternalAudit; Agenda Item Review Team; MGT; Francis-Lourdes; Gongre- Mark; Maddox-Natalie; Moeller-Mary; Moore-Deborah; Proffitt-Maureen; Tamborski- Cheri; Tolpin-Devin; Wilson-Kevin; Gastesi-Roman; Liz Yongue; Senior Management Team and Aides 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; Kevin Madok; Valcheva-Svilena; Powell-Barbara; Guerra-Cynthia; Brynn Morey Subject: RE: Item S5 BOCC 04/15/2026 REVISED BACKUP Attachments: Higgs ILA KW County - Lease Assignment Assumption Notice Ltr - Salute v3.pdf Good afternoon, Please be advised that the backup for the S5 agenda item has been revised. "Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. " Thanle �,-,rrystaC crontez Executive Administrative Coordinator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 Office: 305-292-4441 Cell: 305-850-8694 Courier Stop 41 Notary Public �y ------_-rv_� 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. From: Gomez-Krystal <Gomez-Krystal@ Mon roeCounty-FL.Gov> Sent:Thursday, April 9, 2026 3:57 PM To: Ballard-Lindsey<Ballard-Lindsey@ Mon roeCounty-FL.Gov>; County Commissioners and Aides <County_Commissioners2@monroecounty-fl.gov>; Kevin Madok<kmadok@ Mon roe-Clerk.Com>; Pamela G. Hancock 1 <phancock@monroe-clerk.com>; Liz Yongue Clerk<eyongue@monroe-clerk.com>; 'InternalAudit@monroeclerkFL.onmicrosoft.com' <InternalAudit@monroeclerkFL.onmicrosoft.com>;Agenda Item Review Team <Agenda_Item_Review_Team@MonroeCounty-FL.Gov>; MGT<MGT@ Mon roeCounty-FL.Gov>; Francis- Lourdes<Francis-Lourdes@MonroeCounty-FL.Gov>; Gastesi-Roman <Gastesi-Roman@MonroeCounty-FL.Gov>; Gongre- Mark<Gongre-Mark@ Mon roeCounty-FL.Gov>; Maddox-Natalie<Maddox-Natalie@ Mon roeCounty-FL.Gov>; Moeller- Mary<Moeller-Mary@monroecounty-fl.gov>; Moore-Deborah <Moore-Deborah@MonroeCounty-FL.Gov>; Proffitt- Maureen <Proffitt-Maureen@MonroeCounty-FL.Gov>; Senior Management Team and Aides <Senior_Management_Team_and_Aides@ Mon roecounty-fl.gov>;Tamborski-Cheri <Tamborski-Cheri@MonroeCounty- FL.Gov>;Tolpin-Devin <Tolpin-Devin@MonroeCounty-FL.Gov>;Wilson-Kevin <Wilson-Kevin@MonroeCounty-FL.Gov> Cc: Shillinger-Bob<Shillinger-Bob@ Mon roeCounty-FL.Gov>;Williams-Jethon <Williams-Jethon@MonroeCounty- FL.Gov>; Cioffari-Cheryl <Cioffari-Cheryl@MonroeCounty-FL.Gov>; Live ngood-Kristen <Livengood- Kristen@ Mon roeCounty-FL.Gov>; Rubio-Suzanne<Rubio-Suzanne@ Mon roeCounty-FL.Gov>; Pam Radloff <pradloff@monroe-clerk.com>; County_Attorney<Cou nty_Attorney@ Mon roeCou nty-FL.Gov>;Allen-John <Allen- John@MonroeCounty-FL.Gov>; 'Danise Henriquez' <d hen riquez@monroe-clerk.com>; Hurley-Christine<Hurley- Christine@MonroeCounty-FL.Gov>; Rosch-Mark<Rosch-Mark@ Mon roeCounty-FL.Gov>; Gambuzza-Dina <Gambuzza- Dina@MonroeCounty-FL.Gov>; Beyers-John <Beyers-John@MonroeCounty-FL.Gov>; InternalAudit@monroeclerkFL.onmicrosoft.com; Kevin Madok<kmadok@ Mon roe-Clerk.Com>;Valcheva-Svilena <Valcheva-Svilena@MonroeCounty-FL.Gov>; Powell-Barbara <Powell-Barbara@MonroeCounty-FL.Gov>; Guerra-Cynthia <Guerra-Cynthia@MonroeCounty-FL.Gov>; Brynn Morey<bmorey@monroe-clerk.com> Subject: Item S5 BOCC 04/15/2026 REVISED BACKUP Good afternoon, Please be advised that the backup for the S5 agenda item has been revised. "Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. " Thanle �,-,rrystaC crontez Executive Administrative Coordinator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 Office: 305-292-4441 Cell: 305-850-8694 Courier Stop 41 Notary Public �y ------_-rv_� 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. 2 BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Michelle Lincoln,District 2 The Florida Keys Mayor Pro Tem,David Rice,District 4 y �� Craig Cates,District 1 James K.Scholl,District 3 Robert B.Shillinger,Jr.,County Attorney** Holly Merrill Raschein,District 5 Pedro J.Mercado,Chief Assistant County Attorney** Christine Limbert-Barrows,Sr.Assistant County Attorney** Derek V.Howard,Sr.Assistant County Attorney** Office of the County Attorney Peter H.Morris,Assistant County Attorney ** I I11 12'Street,Suite 408 Patricia Fables,Assistant County Attorney Key West,FL 33040 Joseph X.DiNovo,Assistant County Attorney** (305)292-3470 Office Kelly Dugan,Assistant County Attorney (305)292-3516 Fax Eve M.Lewis,Assistant County Attorney** Gaelan P.Jones,Assistant County Attorney Jeni-Lee MacLaughlin,Assistant County Attorney Ana Walter,Assistant County Attorney Donald Townsend,Jr.,Assistant County Attorney Jessica Quiggle,Assistant County Attorney++ **Board Certified in City,County&Local Govt.Law ++Board Certified in State&Federal Govt.&Administrative Practice April 16, 2026 1000 Atlantic Boulevard LLC Salute Watersports LLC Richard Hatch, Managing Member 729 Thomas Street Key West, Florida 33040 Re: Salute Restaurant Lease dated July 19, 2023 and Salute Watersports Lease dated March 25,2025 (the"Leases")between Monroe County, as landlord("Landlord")and 1000 Atlantic Blvd LLC and Salute Watersports LLC, as tenant("Tenant") Dear Tenant: On April 15, 2026, Monroe County (County) and the City of Key West(City) entered into an Interlocal Agreement involving the property known as Higgs Beach, which includes the Salute Restaurant LLC leasehold premises and the Salute Watersports LLC leasehold premises. As part of the Interlocal Agreement the County will convey Higgs Beach to the City on May 1, 2026 and, as of that date, the County's interest in the Salute Restaurant Lease and the Tropical Watersports lease will be transferred and assigned to the City. The contact person at the City is Gary Moreira who may be reached by telephone at (305) 809-3783 or via e-mail at gary.moreira&cityofkeywest-fl.gov. Beginning May 1, 2026, all rent and other payments due under the Lease should be remitted to the City in accordance with the terms of the Lease at the following address: Attn: Ronnie Tabag, City of Key West, PO BOX 1409, Key West, FL 33041. Further, until you are directed otherwise by the City, all notices and other communications to the landlord under or with respect to the Lease should be delivered in accordance with the terms of the Lease to: Brian L. Barroso, City Manager City of Key West P.O. Box 1409 Key West, FL 33041. Sincerely, Pedro J. Mercado Chief Assistant County Attorney Liz Yongue From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov> Sent: Monday, April 13, 2026 1:20 PM To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela G. Hancock; Liz Yongue; InternalAudit; Agenda Item Review Team; MGT; Francis-Lourdes; Gongre- Mark; Maddox-Natalie; Moeller-Mary; Moore-Deborah; Proffitt-Maureen; Tamborski- Cheri; Tolpin-Devin; Wilson-Kevin; Gastesi-Roman; Liz Yongue; Senior Management Team and Aides 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; Kevin Madok; Valcheva-Svilena; Powell-Barbara; Guerra-Cynthia; Brynn Morey Subject: RE: Item S5 BOCC 04/15/2026 REVISED BACKUP Attachments: Higgs ILA KW County - Lease Assignment &Assumption - Salute Watersports & Salute Restaurant v3.pdf Follow Up Flag: Follow up Flag Status: Flagged Good afternoon, Please be advised that the backup for the S5 agenda item has been revised. "Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. " the lease assignment and assumption attachment Thanle �,-,rrystaC crontez Executive Administrative Coordinator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 Office: 305-292-4441 Cell: 305-850-8694 Courier Stop 41 Notary Public �y ------_-rv_� 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 From: Gomez-Krystal <Gomez-KrystaI@ Mon roeCounty-FL.Gov> Sent: Monday, April 13, 2026 1:16 PM To: Ballard-Lindsey<Ballard-Lindsey@ Mon roeCounty-FL.Gov>; County Commissioners and Aides <County_Commissioners2@monroecounty-fl.gov>; Kevin Madok<kmadok@ Mon roe-Clerk.Com>; Pamela G. Hancock <phancock@monroe-clerk.com>; Liz Yongue Clerk<eyongue@monroe-clerk.com>; 'InternalAudit@monroeclerkFL.onmicrosoft.com' <InternalAudit@monroeclerkFL.onmicrosoft.com>;Agenda Item Review Team <Agenda_Item_Review_Team@MonroeCounty-FL.Gov>; MGT<MGT@ Mon roeCounty-FL.Gov>; Francis- Lourdes<Francis-Lourdes@MonroeCounty-FL.Gov>; Gongre-Mark<Gongre-Mark@ Mon roeCounty-FL.Gov>; Maddox- Natalie<Maddox-Natalie@ Mon roeCounty-FL.Gov>; Moeller-Mary<Moeller-Mary@monroecounty-fl.gov>; Moore- Deborah <Moore-Deborah@MonroeCounty-FL.Gov>; Proffitt-Maureen <Proffitt-Maureen@MonroeCounty-FL.Gov>; Tamborski-Cheri <Tamborski-Cheri@MonroeCounty-FL.Gov>;Tolpin-Devin <Tolpin-Devin@MonroeCounty-FL.Gov>; Wilson-Kevin <Wilson-Kevin@MonroeCounty-FL.Gov>;Gastesi-Roman <Gastesi-Roman@MonroeCounty-FL.Gov>; Liz Yongue Clerk<eyongue@monroe-clerk.com>; Senior Management Team and Aides <Senior_Management_Team_and_Aides@Monroecounty-fl.gov> Cc: Shillinger-Bob<Shillinger-Bob@ Mon roeCounty-FL.Gov>;Williams-Jethon <Williams-Jethon@MonroeCounty- FL.Gov>; Cioffari-Cheryl <Cioffari-Cheryl@MonroeCounty-FL.Gov>; Live ngood-Kristen <Livengood- Kristen@ Mon roeCounty-FL.Gov>; Rubio-Suzanne<Rubio-Suzanne@ Mon roeCounty-FL.Gov>; Pam Radloff <pradloff@monroe-clerk.com>; County_Attorney<Cou nty_Attorney@ Mon roeCou nty-FL.Gov>;Allen-John <Allen- John@MonroeCounty-FL.Gov>; 'Danise Henriquez' <d hen riquez@monroe-clerk.com>; Hurley-Christine<Hurley- Christine@MonroeCounty-FL.Gov>; Rosch-Mark<Rosch-Mark@ Mon roeCounty-FL.Gov>; Gambuzza-Dina <Gambuzza- Dina@MonroeCounty-FL.Gov>; Beyers-John <Beyers-John@MonroeCounty-FL.Gov>; InternalAudit@monroeclerkFL.onmicrosoft.com; Kevin Madok<kmadok@ Mon roe-Clerk.Com>;Valcheva-Svilena <Valcheva-Svilena@MonroeCounty-FL.Gov>; Powell-Barbara <Powell-Barbara@MonroeCounty-FL.Gov>; Guerra-Cynthia <Guerra-Cynthia@MonroeCounty-FL.Gov>; Brynn Morey<bmorey@monroe-clerk.com> Subject: RE: Item S5 BOCC 04/15/2026 REVISED BACKUP Good afternoon, Please be advised that the backup for the S5 agenda item has been revised. "Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. " Thanle �,-,rrystaC crontez Executive Administrative Coordinator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 Office: 305-292-4441 Cell: 305-850-8694 Courier Stop 41 Notary Public 2 wwwv a u:� �_rv_� € � u. � y _:.g ov: 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. From: Gomez-Krystal <Gomez-KrystaI@ Mon roeCounty-FL.Gov> Sent:Thursday, April 9, 2026 3:57 PM To: Ballard-Lindsey<Ballard-Lindsey@ Mon roeCounty-FL.Gov>; County Commissioners and Aides <County Commissioners2@monroecounty-fl.gov>; Kevin Madok<kmadok@ Mon roe-Clerk.Com>; Pamela G. Hancock <phancock@monroe-clerk.com>; Liz Yongue Clerk<evongue@monroe-clerk.com>; 'InternalAudit@monroeclerkFL.onmicrosoft.com' <InternalAudit@monroeclerkFL.onmicrosoft.com>;Agenda Item Review Team <Agenda Item Review Team@MonroeCounty-FL.Gov>; MGT<MGT@ Mon roeCounty-FL.Gov>; Francis- Lourdes<Francis-Lourdes@ Mon roeCounty-FL.Gov>; Gastesi-Roman <Gastesi-Roman@MonroeCounty-FL.Gov>; Gongre- Mark<Gongre-Mark@ Mon roeCounty-FL.Gov>; Maddox-Natalie<Maddox-Natalie@ Mon roeCounty-FL.Gov>; Moeller- Mary<Moeller-Mary@monroecounty-fl.gov>; Moore-Deborah <Moore-Deborah@MonroeCounty-FL.Gov>; Proffitt- Maureen <Proffitt-Maureen@MonroeCounty-FL.Gov>; Senior Management Team and Aides <Senior Management Team and Aides@ Mon roecounty-fl.gov>;Tamborski-Cheri <Tamborski-Cheri@MonroeCounty- FL.Gov>;Tolpin-Devin <Tolpin-Devin@MonroeCounty-FL.Gov>;Wilson-Kevin <Wilson-Kevin@MonroeCounty-FL.Gov> Cc: Shillinger-Bob<Shi Ili nger-Bob@MonroeCounty-FL.Gov>;Williams-Jethon <Williams-Jethon@MonroeCounty- FL.Gov>; Cioffari-Cheryl <Cioffari-Cheryl@MonroeCounty-FL.Gov>; Live ngood-Kristen <Livengood- Kristen@ Mon roeCounty-FL.Gov>; Rubio-Suzanne<Rubio-Suzanne@ Mon roeCounty-FL.Gov>; Pam Radloff <pradloff@monroe-clerk.com>; County_Attorney<County Attorney@ Mon roeCounty-FL.Gov>;Allen-John <Allen- John@MonroeCounty-FL.Gov>; 'Danise Henriquez' <d hen riquez@monroe-clerk.com>; Hurley-Christine<Hurley- Christine@MonroeCounty-FL.Gov>; Rosch-Mark<Rosch-Mark@ Mon roeCounty-FL.Gov>; Gambuzza-Dina <Gambuzza- Dina@MonroeCounty-FL.Gov>; Beyers-John <Beyers-John@MonroeCounty-FL.Gov>; InternalAudit@monroeclerkFL.onmicrosoft.com; Kevin Madok<kmadok@ Mon roe-Clerk.Com>;Valcheva-Svilena <Valcheva-Svilena@MonroeCounty-FL.Gov>; Powell-Barbara <Powell-Barbara@MonroeCounty-FL.Gov>; Guerra-Cynthia <Guerra-Cynthia@MonroeCounty-FL.Gov>; Brynn Morey<bmorev@monroe-clerk.com> Subject: Item S5 BOCC 04/15/2026 REVISED BACKUP Good afternoon, Please be advised that the backup for the S5 agenda item has been revised. "Approval of an assignment and assumption of the Salute Watersports and Salute Restaurant leases from Monroe County to the City of Key West, and Approval of the tenant Notice letter. " Thanle �,-,rrystaC crontez Executive Administrative Coordinator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 Office: 305-292-4441 3 Cell: 305-850-8694 Courier Stop 41 Notary Public �y uu�-------rv_� € 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. 4 Assignment and Assumption of Leases For good and valuable consideration,the receipt of which is hereby acknowledged, MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040 ("Assignor"), hereby irrevocably assigns, transfers, and sets over to CITY OF KEY WEST,a municipal corporation of the State of Florida,whose address is 1300 White Street, Key West, Florida, 33040 ("Assignee") all of Assignor's right, title, and interest, as lessor, in and to those certain leases, license agreements, and other occupancy agreements (collectively, the "Leases") in effect for space at the real property located at 1000 Atlantic Boulevard, Key West, Florida, otherwise known as "Higgs Beach" (the "Property") and listed on Exhibit A attached hereto and made a part hereof. 1. Assignee hereby expressly assumes all of the obligations imposed upon the lessor under the Leases which accrue from and after May 1, 2026. 2. Assignor, as a political sub-division of the State of Florida, as defined in Section 768.28,Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts, which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortuous acts, originating or relating to the period prior to May 1, 2026, and arising out of or with respect to the failure of Assignor to have performed any of the obligations of the landlord under the Leases which accrued prior to May 1, 2026. Nothing contained in this Section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other Agreement. 3. Assignee, to the extent set forth in Section 768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such statute for its own negligent acts or omissions, or intentional tortuous acts,which result in claims or suits against either the Assignee or Assignor, and agrees to be liable to the statutory limits for any damages proximately caused by said acts or omissions, or intentional tortious acts, originating or relating to the period beginning on May 1, 2026 and arising out of or with respect to the failure of Assignee to perform any of the obligations of the landlord under the Leases accruing on and after May 1, 2026. Nothing contained in this Section shall be construed to be a waiver by either parry of any protections under sovereign immunity, Section 768.28 Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either parry to be sued by third parties in any matter arising out of this or any other Agreement. 4. This Assignment is made by Assignor without recourse and without any express or implied representation or warranty whatsoever, except to the extent provided in that certain "HIGGS BEACH CONVEYANCE INTERLOCAL AGREEMENT BETWEEN THE CITY OF KEY WEST AND MONROE COUNTY", dated as of April 15, 2026, by and between Assignor and Assignee (the "ILA"). 5. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument. 6. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law rules. 7. This Assignment and the obligations of the parties hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 8. No modification, waiver, amendment, discharge, or change of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is or may be sought. [SIGNATURE PAGE FOLLOWS] 2 IN WITNESS WHEREOF, each parry has caused this Agreement to be executed by its duly authorized representative. (SEAL) ATTEST: THE CITY OF KEY WEST, FLORIDA By: Keri O'Brien Mayor Danise Henriquez Date City Clerk (City Seal) APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF KEY WEST, FLORIDA ONLY: By: Kendal Harden Chief Assistant City Attorney ATTEST: KEVIN MADOK MONROE COUNTY BOARD OF COUNTY COMMISSIONERS By: As Deputy Clerk Mayor Michelle Lincoln Date APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE BOARD OF COUNTY COMMISSIONS OF MONROE COUNTY, FL ONLY: By: Pedro J. Mercado Chief Assistant County Attorney 3 EXHIBIT A Schedule of Leases Salute Watersports dated March 25, 2025 Salute Restaurant dated July 19, 2023 Salute Restaurant I"Amendment dated July 17, 2024 Salute Restaurant 2nd Amendment dated September 10, 2025 4