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Backup Documents 11/12/2013 Item #16D 8 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS S361;601] THE BOARD OF COUNTY COMMISSIONERS OFFICE FO Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Jennifer A. Belpedio County Attorney Office JAB 11/12/13 2. BCC Office Board of County G \A4 Commissioners // 1,`(1.\\ 3. Minutes and Records Clerk of Court's Office �( V�` , PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Natali Betancur Phone Number 239-252-4059 Contact/ Department Agenda Date Item was 11/12/13 Agenda Item Number 16D8 L Approved by the BCC /or I ;no L Type of Document Assignment and Assumption of Lease Number of Original 1 and 2 copies ZPlease Attached Agreement �" Documents Attached send 2 copies to Penni Stroud—contact information attached) PO number or account N/A number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not _ appropriate. _ (Initial)/Applicable) 1. Does the document require the chairman's original signature? NB ✓ 2. Does the document need to be sent to another agency for additional signatures? If yes, YES _ provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. A-t+hr etd 3. Original document has been signed/initialed for legal sufficiency. (All documents to be NB IV— signed by the Chairman,with the exception of most letters,must be reviewed and signed _ by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A 1 Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A ✓�- _ document or the final negotiated contract date whichever is applicable. _ 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's NB 17 signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip NB V should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 11/12/13and all changes made during the NB meeting have been incorporated in the attached document. The County Attorney's .;!4-0„ _ Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the B � "o BCC, all changes directed by the BCC have been made, and the document is ready for th- �c ��� e3 Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1608 MEMORANDUM Date: November 22, 2013 To: Natali Betancur, Operations Analyst Park & Rec's Beach & Water Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Assignment & Assumption of Lease Agreement allowing the new owner of Waldorf Astoria Naples, NWNG LLC, to use facilities and operate the tram at the Clam Pass Park Attached for your records is a copy of the document referenced above, (Item #16D8) approved by the Board of County Commissioners on November 12, 2013. The original is being held in the Minutes and Records Department for the Board's Official Record. Also, per your request the two copies provided (w/original County signatures) were mailed to Penni Stroud with Stearns Weaver Miller Weissler Alhadeff& Sitterson, P.A. in Miami, FL. If you have any questions, please contact me at 252-8406. Thank you. Attachment 16 08 STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. • Museum Tower 150 West Flagler Street,Suite 2200 Miami, FL 33130 Direct Dial: (305) 789-3422 E-mail: pstroud @stearnsweaver.com October 15, 2013 VIA FEDERAL EXPRESS Jennifer A. Belpedio, Esq. Assistant County Attorney 3=1 Office of the County Attorney Collier County Florida 3299 East Tamiami Trail, Suite 800 Naples, FL 34112-5749 Re: Lease Agreement dated October 23, 2007 ("Beach Agreement") LeHill Partners,Assignor and NWNG LLC, Assignee Property Address: 475 Seagate Drive, Naples, FL 34103 Dear Ms. Belpedio: Enclosed are the following: • One original and two copies of the Beach Agreement executed by LeHill Partners, L.L.C., and NWNG, LLC; • Copy of e-mail from Jeff Walker approving the certificates of insurance; • Original Fidelity Bond as required by Article 36 of the Beach Agreement; • Original NWNG acknowledgement regarding the drawbridge policy at Clam Pass; and • Copy of recorded Special Warranty Deed evidencing the conveyance of the hotel property. Please arrange for this to be placed on the Collier County Board of County Commissioner Agenda as soon as possible. I have enclosed two additional copies for signature by the appropriate County Officials to be returned to us upon execution. MIAMI • FORT LAUDERDALE • TAMPA • TALLAHASSEE 1608 1 Jennifer A. Belpedio, Esq. Assistant County Attorney Office of the County Attorney October 15, 2013 Page 2 Thank you for your assistance in this matter. Please let me know if you have any questions or if there are additional materials you require. It would be appreciated if you would advise us the date this item is to presented before the Commission. Sincerely, Pt 4 A 4 ITC'a_ f Penni Stroud, FRP Enclosures cc: via electronic transmission only Ms. Nancy Olson Mr. Barry Williams #3155918 vl 41166-0001 Collier County Attorney.Belpido.Beach Agreement STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON.RA. County of Collier 16 D8 CLERK OF THE'CIRCUIT COURT Dwight E. Brock COLLIER COUNTY COUJTHOUSE Clerk of Courts Clerk of Courts `'' Accountant 3315 TAMIAMI TRL E STE 102 , '`�. P.O. BOX 413044 NAPLES,FLORIDA 'a r NAPLES,FLORIDA Auditor 34112-5324 - 34101-3044 Custodian of County Funds -71`i November 22, 2013 Penny Stroud, FRP Stearns Weaver Miller Weissler Alhadeff& Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 Assignment & Assumption of a Lease Agreement between LeHill Partners, LLC and NWNG LLC in connection with the purchase of Waldorf Astoria Naples, for the use of certain facilities at Clam Pass Park in Naples, FL and per lease terms Ms. Stroud, Attached per request, are two copies of the agreement referenced above with original signatures by the appropriate Collier County Officials. The item was approved by the Collier County Board of County Commissioners at their meeting held on November 12, 2013. If you have questions or require further assistance from our office, I can be reached at (239) 252-8406. Sincerely, DWIGHT E. BROCK, CLERK Ann Jennejohn, Deputy Clerk Attachments Phone- (239) 252-2646 Fax- (239) 252-2755 Website- www.CollierClerk.com Email- CollierClerk @collierclerk.com 1608 EXECUTION VERSION ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this "Assignment") is made as of the 3rd day of October, 2013, by and between LEHILL PARTNERS, L.L.C., a Delaware limited liability company ("Assignor"), and NWNG LLC, a Delaware limited liability company ("Assignee") and acknowledged and agreed to by Collier County, a political subdivision of the State of Florida("Lessor"). RECITALS A. Assignor is the lessee under that certain Lease Agreement dated October 23, 2007 (the "Lease") made by and between Lessor, as lessor, and Assignor, as lessee, a copy of which Lease is attached hereto as Exhibit"A". B. Concurrently with this Assignment, Assignor is selling to Assignee and Assignee is purchasing from Assignor that real property and related improvements, fixtures and personal property commonly known as the Waldorf Astoria Naples and located at 475 Seagate Drive, Naples, FL 34103 (the "Hotel"). C. In connection with the purchase and sale of the Hotel, Assignor desires to assign and transfer to Assignee, and Assignee desires to assume, all of Assignor's right, title, interest, duties and obligations under the Lease (to the extent such rights, duties and obligations first arise or accrue on or after the date hereof). NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the sum of TEN and No/100 Dollars ($10.00) paid by each of the parties to the other, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and Lessor hereby agree as follows: TERMS 1. Recitals. The foregoing Recitals are true and correct and are hereby incorporated by reference and made a part of this Assignment. 2. Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title, interest, duties and obligations under the Lease. 3. Assumption. From and after the date hereof, Assignee hereby assumes all of Assignor's right, title, interest, duties and obligations under the Lease, and agrees that Assignee shall perform and observe all of the terms, covenants, and conditions of the Lease to be performed by the lessee thereunder, all with full force and effect as if Assignee was the original lessee under the Lease. #3091291 v3 41166-0001 Assignment and Assumption of Lease Beach Agreement.Revised D,8 4. Consent of Lessor. Lessor hereby consents to this Assignment, provided that this consent shall not constitute a waiver of the obligation of lessee (i.e. Assignee) under the Lease to obtain the Lessor's consent to a subsequent assignment, sublease or other transfer under the Lease which requires Lessor's consent pursuant to the terms of the Lease, all in accordance with the terms and provisions of the Lease. As of the date hereof, Lessor, Assignor and Assignee each certifies to the other that it is not aware of any existing defaults under the Lease. 5. Execution. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Miscellaneous. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns. 7. Governing Law. This Assignment shall be construed and enforced in accordance with the laws of the State of Florida. Signatures appear on following page. #3091291 v3 41166-0001 Assignment and Assumption of Lease Beach Agreement.Revised 2 S 160:8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. Witness: ASSIGNOR: LEHILL PARTNERS, L.L.C., a Delaware limited liability co e.ny By: Anthony W. Beovich / Vice President aA.10OP I a A. .� SIGNATURES CONTINUED ON FOLLOWING PAGE. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. 3 0 16D8 Witty s•-s: ASSIGNEE: NWNG LLC, a Delaware limited liability company A.., IL.,,I Print Name By: • r rjkI c, Print Name SIGNATURES CONTINUED ON FOLLOWING PAGE. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. #3091291 v3 41166-0001 Assignment and Assumption of Lease Beach Agreement.Revised 4 1608 Acknowledged and agreed to by: LESSOR: ATTEST: BOARD G COUNTY COMMISSIONERS DWIGHT E. $ROCK, Clerk COLL, R 11U TY, FL1 'IDA C • By: 1 1 \ s •lity Clerk G •RGIA A. HILLER, ESQ. Att @S° CHAIRWOMAN k k \kZl\a-� slgnature_oniY. Approved as to form and legality: Jennifer A. 1pedio Assistant County Attorney #3091291 v3 41166-0001 Assignment and Assumption of Lease Beach Agreement.Revised 5 • 16 8 • . . . .. . C' NtlY, s LESSOR Exhibit "A" Lease# LEASEAGREEMENJ: . TIES LEASE.AGRREEMENT enbercd into this d ' day of Odd k 2007,between Le11i11 Parmera LLC, . • whine mailing-eddmss is 475 Seagate Drive,Naples PL 34103,hereinafter referred to as"LESSEE%and COLLJFA . •. COUNTY,é political aubdivision of the Stabs of Florida,whose mailing urchins is 3301 East Tamiami'Feral,Naples, . Florida 34112,hereinafter referred toss'LESSOR". . w1TNESSETE THE PARTIES AGREE AS FOLLOWS: . ARTICLE L agalotakolica• . • LESSOR hereby leases to LESSEE and LESSEE hereby leases&um LESSOR the property described in Exhibit • 'A"OR(located at Clam Pus Park)which is,attached hereto end made a part of this Lease, hereinafter called the • 'Demised 1'rr�atises`,',situated its Collier County,Florida,for the following purpose(a) . .- .— _. _... __ ,AR7TCLII2._...__term.afLease .__ :. • :•_ _.._.,• ._ _ ._ _ ... _. ' LESS:�all have and bolo the Demised Premise for a term of Sergi ee year(s),commencing on 01_,2007 and enditter 2011. LESSEE is granted the option,provided it is not then in default of any of the provisions of this Lease,to renew same for two eddilianal term of.frve(5)year(s)each,under the ratan terms and conditions,as ' provided herein, except as to the rental amount, as provided herein, by dell eringewritten'notice of LESSEE'S • unconditional intention to do so to the LESSOR net teas than thirty(30)days prier to the expiration of the leasehold . Witte hereby created.Said notice shall be affective upon actual receipt by the County. , LESSOR,however,reserves the tight,tu terminate this Lam,with or without cause, upon Sixty(60)days prior written notice of such termination to LESSEE at the address set forth in ARTICLE 13 of this Lease. Said notice • ' shalt be effective upon actual receipt by LESSEE.Should LESSiatt exercise the aforementioned option to terminate ' • this LEASE,.LESSOR shall teimburse LESSEE forLESS13E's capital expettditurei set tastht in ARTICLE 4 according . to the following schedule:If said termination oeeuti during dutfitat twelve(la)months of the LEASE LESSOR shall • • reimburse LESSEE all monies spent,due,owed,or cornmitted,'whether invoiced or not,through the elective date of . •tree termination.ef said termination access during the thirteenth(13i)thratigh the twenty-fourth.(24)month of the • . LEASE;LESSOR shall reimburse LESSEE fifty(50%)percent ofali monies spent,due,owed or uummitred,whether . invoiced or not;through the effective daurof the termination.Should LESSOR terminate the LEASE at anytime In the twengw6fth(25'4)month or thereafter,die LESSOR shall haven relmbursernmt obligation to the LESSEE. hi addition,LESSEE covenants and agrees not to tore;occupy,suffer or permit nand Dernited Premises or any . part thereof to be used or occupied for any purpose that is contrary to law or rules or regulations-of any public . , authority having jaurisdlction over the Lexacd Premises. . ' ARTICLE 3 r$ed LESSOR agrees to Lease the Demised Premises to the LESSER without cost to the LESSEE. ARTICLE 4. . Other E*pesus.Choice and Consi LESSEE shall pay all costa associated with the Demised Ptemaiscs including end Rot 1'irnited to,janitvrisl services and any and all utility charges. Utility charges shall include and not be limited to electricity,light,heat,air • conditioning, power, water, sower and telephone oe other communication. services, used, rendered or emptied . thereupon or in connection with the Demised Premises. • (A) The Lessee shall,at its expense,but nut to exceed two-hundred thousand dollars(S2t10,000)Said capital • • improvements of the concession fmilitiea.The Lessee shalt obtain any and all perms occereary for the • construction at its sole cost and expense.Lessee shall design the plasm for the capital improvements and • submit same to Director of Parks for approval,and said approval shell not be unreasonably withheld.See article S. . . (B) Lessee shall operate a tram service consisting of a number of-eleetric power vehicles,with appropriate seating for beach goers,between the'public perking area, the Naples Grande Resort and the Beach . 'Facilities.A minimum of two(2)trams shall be operated at all times from May t through October 31,and a minimum of three(3)trams shall be operated at all times form November•l through April 30.hi no ease • (except for unforeseen mechanical'failures)shall the time between available trams at the public park ng area exceed fifteen(15)-minutes.The trams will be operated during periods when the Park is open and ' shall be of sufficient number to provide convmauent transportation ibr the public and hotel guests.The first ' point of passenger pick up shall alternate between the htotel and the public parking area.hi addition,when the 2'3 boardwalk is constructed the Motel will provide tram service on this boardwalk with the same . . service levels as the original boardwalk.The Lessee shall have no responsibility or obligation with regard • 16D8 . , . . . to the construction,operation,and maintenance of any.sabacquent boardwalk beyond what mists as of the - ' - effective data heroin. The train drivers shall be uniformed neatly and cleanly fn Milano provided by the . ' Lessee.The tram drivers than wear insignia approved by the Director of Parks and Recreation ideatitying them as representatives of the Collicr'Ceunty Parka and Recreation Department. • • (C) The Lessee shall be responsible to brae,purchase,maintain, clean, charge and'seviee the trains as required and subject to the County's recommendations. • • (D) Business of Lessee may oandact the t ilowing kinds of business and provide the following services: 1, Food and Beverage sales. The sale of food and beverages from permanent designated locations or mobile pushcarts in awurdeneo with-the provisions ofthia agreement. • 2. Alcohol sales will be permitted on the inside seated area and the outside deck area and will • not be permitted on the beach except for private party eve ets as permitted in Article Id herein, end said events Shall be restricted to ocourring in'the ante bounded by the mangroves on the east to the waterline oat the west and from the northern beach access • . ramp connecting the concession deck and the beach andpeoeceding one-thousand feel north .See Article 16 hcturin,Lessee shall remit 12%of gross sales dell alcoholic beverages, • excluding private party events,will be paid directly to Collier County Parks and Recreation • Department each month with a statement showing gross sales for the period and shall be • received without any taxes due.Payments will be due by the 20t•of the following-month.; • 'any payritent received late may be subject to a 5100 per dey charge, 3. Beach"Equipment Rentals and Sales. The rectal by how/halt day/full day of beach equipment such as chairs, cabanas, towels, umbrellas, rafts, or other equipment and " flotation devices and the sale of beach sundries is accordance with the provisions of this Agrccnstnt. Kayak and Canoe rentals to Collies County Residents showing proof of • residatcy will be charged x.00 the 3 hours(half day)or 350.00 for 5 hours(full day). • 4. Water Recreational Equipestot Sales.The rental or Iease of pecial'reercational equipment • on the.beach including, but not limited ,to,.'surfboards, windsailers, catamarans, in • accordance with'the provisions of this Agreement.Any special recreational equipment or • activity to be promoted,rented or sold,by the Lessee is subject to Lessee's ability to sequin: the required insurance.and the approval of the Director of Parks and Recreation, said approval shall not unreasonably be withheld.The Lessee must have a motorized chase heat or jet ski, in good running condition daring all hours of operation which meets all U.S. • Coast Guard safety requirements. 5. The Concession Agreement may be'amended to authorize the Lessee to expand the services provided. ARTICLE S: Modifications to Detgia, ,i„pceen s • • - Prior to making any changcat,aIbytiooa,additions or irnpmvementa to the Demised Premises,LESSEE must • provide to LESSOR all proposals and plans for alterations, improvements,changes or additions to the Demised • ?remises for LESSOR'S written approval,specifying in Writing and In meaningful desaiI,,t a nature and extent of the • desired,alteration,Improvement,change,or addition,slung with the contemplated starting and completion time for such project.LESSOR.or its designee will then have aiAty(60)days within which to approve or deny in writing said • request fix changes,improvements,alterations or additions.LESSOR shall not unreasonably withhold its consent to required or apprvpriute alterations;improvements,changes or additions proposed by LESSEE..If after sixty(60)days there has been no response from LESSOR or its designee to said proposals or plans,then such silence shall be deemed as a DENIAL to such request to LESSEE. LESSEE, covenants and agrees he.connteetions with any maintenance, repair work, erection, construction, • improvement, addition.or alteration of any autlioraed modifications,additions or improvements to the Den:ised Premises, In observe and comply with all then and future applicable laws, ordinance, rules, regulations, anti requirements of the United Sates of Arteries,State of Florida,County of Collier,and any and all other governmental agencies;however nothing contained herein shall be construed as the LESSER ewe: sting or warranting the work of thiid'party contractors retained to do any of the gforementiormd worts. All alterations,improvements and additions to said Demised Prcauiaes shall at once,when made or installed,be • • deemed as attached to the freehold and to have become property of LESSOR. • ARTICLE 6. s to Demised P LESSOR,its duly authorized agents,representatives and employees,shall have the right aftrs reasonable oral notice to LESSEE,to enter into sad upon the Demised Premises or any part thereof at all reasonable hours for the puapuac of examining and for the purposes ofinspection far compliance with provisions of this Lease Agreement. ARTICLE 7. ,eaaigement and Subletting . • • LESSEE shall not assign this Lease or attempt to•sublet the whole or any part of the Demised Premises,or permit any other persons)to ocoupy same without the expressed prior written consent of LESSOR except to the • 2 • • •• • • 16D8 • • eel/int-that the LESSEE has the express right to assign this agreement to any entity,which acquires LESSEE's interest • • ih the:adjoining hotel, and slid entity expressly agrees to MUM LRSSEE'a interests and obligations in this • agrocmant. ' • • ARTICLE B. Indemnity ,' . . • • • ••In consideration of Ten Dollars.(310.00),the receipt and.sufficiency of which is•hereby.acknowledged, • LESSEE chalk indemnify,defend and hold berm/ens LESSOR,its agents and employees from and against any end all • • • liability(statutory or otherwise),damages,claims,suite,demands,judgments,costs,interest and expenses(including • but no limited to attorneys'fees and diabursements•both at that and all appellate levels)arising,directly or ieuibreotly, from any injury to,ar death of,any paean or persona or damage to•propmt'(including loss of use thereof)related to. • (A)LESSEE'S use of the Demisedl'remiaes,(B)may work or thing'whettoever daemon any condition created(other • than by LESSOR,its employees,agrnte or contractor)by or on behalf of LLSSIili in or about the Demised Premises, . • (C)any condition of the Demised•Premises due to ur moulting from any dcfxuit by LESSEE in the performance of • •LESSEE'S obligations under this Lease or otherwise,or(D)any act,omission or negligence of LESSEE or its agents, - contractors,employees,subtenants,licensees or invitees.Tn case any action or proceeding is brought against LESSOR by reason of any one or more thereof LESSEE shall pay all costs,attorneys'fees,expensed and liabilities resulting therefrom end shall defend such action or proceeding if L.ESSOIt shall.so request,at LESSEE'S expense,by Counsel reasonably satisfactory to LESSOR. LESSOR shalt bo liable.fur any injury or damp fee person or property caused by the elements,of from the street or sub-surface,from their agents,or from any other place,or for any unreasonable interference caused by operations by or for a governmental authority in construction of any public or quasi-public work or otherwise LESSOR shall not.be liable for any damages to or loss of,including logs due to petty theft,any property, • • occurring on the Demised'Premises'Or say part thereof,and the LESSEE agrees to hold tha.LESSOR harmless frees . • any claims for damages, except where such damage or injury is the result of the negligence or misconduct of the LESSOR or its employees. ARTICLE 9.kutrmlnee • • LESSEE shall provide and maintain general liability,and property liability insurance pot icy(ies),approved in writing by the Collier County Risk Management Department. 1, • Minimum b er:moo Requirements:Rink Management in no way repeat:ears that the Insurance required is suffiicient or adequate tq protect the vendor's interest or liabilities;but ere merely minimums.. •• a. • Workers'Compensation-The vendor shall maintain in farce for the duration of this contract statutory workers' compensation beeteilts as defined by FS 440 encompassing all operations contemplated by this contract or agreement • • to apply to all etuplOyses regardless of the number of employees.Owners,partners and or corporate officers may be ' . • excrepacd per State Law.Employers'liability will have minimum limits of: ' $100.000 per aenident • • $500,000 disease limit $100,000 disease limit per employee • Commercial General Liability-The vendor shall maintain in force for the duration of this contract eotrmrtereiai • general liability. Coverage shall apply to premises and/or operations, products and/or completed operations, independent contractors,oontseetusl'liability exposures with minimum limits of; $1,000,000 bodily injuries per person(BT) • $1,300,000 bodily injury per occurrence(B!) • 5500,000 properly damage(PD)or • 31,000,000 combined single limit(CSL)of Ell and PD . • o. Liquor Liability-The vender shell nae$etair in force for the duration of this contract Liquor Liability with minimum limits oil • 31,000,000 combined single lint(CSL)of BI and PD. 2. Veriliicafiim of Coverage: • 3 • • • • 16 .08 • . ..•. a ,• . Tea(10)slays Prior to•the co emend of any work under this contract a certificate of tesurance.wili be • . • • piovided to the Risk Ma age!for review aad approval. The certificate shall provide for the fallowing: •b. "Collier County,its agents,.eatployeen and public officials"will be named as an"Additional Insured"on the General Liability policy and Liquor Liability: . . . • c. Collier County will be given thirty.(30)days notice prior 10 eunccllation or modification of any stipulated • insurance. Such notification will he in writing by re:giatered mail,return receipt requested and addresser to the Collie,' • • County Risk Managed nt Department(3301 Tamiami Trail East,Building 1),Naples,FL 34112). • 3, AIi insurance policies'tequiind.ahall be issued and written with a cungrany or companies authorized to engage . in the busiuess'of general liability insurance in the State of Florida and authorized to du business under the laws of the State of Merida,with the following gratifications as to management and Ilnencial stealth:The Company mu at be mated no less than "A"as to financial rating in accordance with the latest edition of Best's Rey Waiting Guide published by AM Best Company,Ina. 4. The.Naples Grande general anntsatnr shall delivery to the County customary insurance certificates of ' insurance prior to the construction of the£ipanded Facilities which certificate shall clearly Indicate and evidence such paid up insurance and that said general oontraetor has obtained insurance hi a type,amount and classification as • required for strict compliance with this Agreement The said general contractor shall agree to make no changes or cancellations of the insurance without thirty(30).days prior written notice to the.County.The said gcntnnl contractor • shall assure'that the insurance coverage provided shall require the company or companies writing such insurance policy shall provide to the County written notice of cancellation thirty(30) days prior to any such proposed cancellation.The County reserves die right to reasonably amend the insurance requirements by issuance of notice in • writing to the genera]contractor.Said.insurance shall not exceed that required by Use County for similar projects. Upon receipt of such notice,the General Contractor shall have thirty(30)days in which to obtain sech additional • insurance. 5, County Responsibilities: • • (1) 'fist County shell maintain the same kinds of insurance with the same kinds of coverage on County-owned Facilities pre vide('for in this Agreement as the County maintains on all other County-owned real and personal property. (2)In the event that the County dons not maintain such insurance on all County-owned personal and • real property and Rinds arc not available for repair or replacement of Facilities provided for herein,nothing=tam,. is thie Agreeateut shall be construed as imposing on the County the obligation to repair or replace the County-owned Facilities provided herein..Should the Premises during the Term of this Agreement,then become inoperable or if any 'required warning permit be revoked as a result of any feiitire of County to repair or replace any County-owned Facilities,Lessee shall have the option,with the prior written approval of the Diaeetor of Parks and Recreation,of providing such repair or replacement at its own expense and to seek to obtain reimbursement from Cmurtyfnr all costs thereby incurred. • • • AR13CLh 10.le nintgeweo • LESSER shall,at its sole coat and expense,keep the Demised Premises clean at all bums.If said Demised pranines are not kept clean in the zeaatntable opinion of L1s'SSOR,LESSEE will be an advised in writing.If corrective action is not taken within twisty(20)days of the receipt of such notice,LESSOR may rauae the same to be cleaned • and corrected and LESSER shall assume and pay all such naxssary reasonable cleaning costs,and such costs shall constitute ADDITIONAL RENT which shall be paid by LESSEE within ten(10)days of receipt of written notice of costs Incurred by LESSOR. - • LESSEE,at its sole cost,shall repair all damage to the Demised premises caused by LESSEE,its employers, agents,independent contractors,guests,invitees,licensees,or patrons. LESSEE,at its sole cost,shall remove from the Demised premises in aecordenoe with all applicable rules,laws and regulations,all solid,liquid,semisolid,and gaseous trash and waste and refuse of any nature whatsoever which securauhrtcs or ariaos from LESSEE'S use of the Demised?remises.Such trash,waste and refuse shall be stored in closed con[aifters approved by the LESSOR., • ARTICLE It.Default by LESSEE Failure of LESSEE to remedy any con-conipllance of this Lease within ninety (90) days from receipt of LESSOR'S written notice stating the non-compliance shall constitute a default,whereby LESSOR may,at ita option, terminate this Lease by giving LESSEE,thirty(30)days written notice unless the default is fully cured within that • thirty(30)day notice period Or such additional time as is reasonably required to correct such default).However,the • occurrence of any of the following events shall constitute a default by LESSEE,and this T.ease may be inmmediaidly terminated by LESSOR except to the extent then prohibited by law; • a • , . . . . . .• . .. . • . . . . . . , • . 16D8. . . . . . • • . . . . . . • . . • . . . . . . . .. . . . .. .••• . . . .. • . ' • (a) Abandonment of Demised Premises or discontinuation of LESSEES operation. • • • (b). Met riel intentional falsification of U SSBE or an agent of LESSEE of any report required • to be • • Ravished to LESSOR pursuant to the teams of this Lease, ' (c)' Filing of inaolveney,reorganization,plan or-arrangement of bankniptey. ' . . '(d) Adjudication as ban1c ipt • (e) Making of a general assigrunent of the benefit of axtxliters. ' • (f) :If LESSF`*E suffers this Lease trs be taken under any writ of execution. ' . In the event of-the oceurruncc of any of the foregoing defaults in this ARTICLE 10,:LESSOR,in addltien to • . any other rights and remedies it may have,elan hsvo the immediate tight to reenter and remove all persons and property from the Demised Premises.such popery/may be removed and storedtin a public warehouse or elsewhere at . the cast of and for the amount of LESSEE,all without service of notice or resort to legal process and without being . deemed guilty of trespass,or being liable'for any loss or damage which may be occasioned thereby. LESSOR may at its option terminate this Lease after receipt by LESS1-B of thirty(30)days notice in writing if • •• • a lien is filed against the leasehold interest of the LESSEE and is not satisfied,bonded-off,or rearmved within sixty (0)days pursuant to the Florida Mecbamivs Lion Law or otherwise. ARTICLE 12.Default by LESSOR, . • • • LESSOR-shall in no event be charged tqj th default in the prtbrmnnee of any of its obligations hereunder unless ' and until LESSOR shall have failed to pertcrat such obligations within t'burty(30)days(or suoh additional time se is • reasonably required to correct such default)after written notice•to LESSOR by LESSEE properly and in meaningful ' • details specifying wherein LESSOR has failed to perform any such obligation(s). • . • • • • ARTICLE 13.FACLL1TlES ' (A) This Agmement shall control in the event of any direct conflict with the Beach. Access Facilities Agreement date November 11,19113,as amended.The County owns the perkithg lot,the gatchous's,the,Boardwalk; and'the Beach Facilities. The County shell operete-and maintain,at its cost,the parking lot,the gatebouse,-amd-the boardwalk,and soy figure facilities,and shall be respenalbke for repairs,maintenance and capital improvements at the • Beach-Facilities: The Lessee shall provide daily cleaning and upkeep at the Beach Facilities. The County shall establish and collect all fees and charges for use of all facilities owned and operated by the County. ' (13) ,The Lessee,at its own expense,may provide a stand or other ftaoility beside or underneath the dine. walkover near the Beachside Facilities from which to rent recreatioasl equipment to the users of Clara Pass Park. • (C) T'bc.I.oesee is authorized to provide movable umbrella pushcarts for the sale of food and non-alcoholic . beverages subject to the'restrictions of Sections 3,19 and 20,hereof. ARTICLE 14.MODIFICATIONS TO STRUCTURES AND IMPROVEMENTS. The Lessee accepts • • the facilities and space provided in this Agreement in thou present condition,as modified pursuant to Section 2(A) . above, and is responsible for all interior modiScalions and maitttenance,.including*dram door, windows and screens. Except as provided in Sections 3(A)above,the Lessee shall obtain the Count's prior written eons=for any alteration,adtiitiom,or In rovemctttx.to struotural.faeilities and then pay end be liable for ouch modifications,'which become County assets.upon completion; said consent shall not be unreasonably withheld.Detailed plans for any substantial iatprnvements shall be submitted to the County for approval. ' The Lessee shall provide.install and maintain,at its own cost and expense,all equipment required to operate • the concession,but shall.have the right,upon approval by the Director of Parks and Recreation,to use the County . equipment,furnishings,and fixtures that may presently Wet on rho Promises. • - ARTICLE 15. MAINTENANCE, • The County agrees to provide the iasigned .facilities in their"as.is" condition,as rnoditaxt pursuant to Sections 2(A), and to perform neoessecy exterior maintenance on the facilities assigned to the Lessee as well as to maintain the below ground level connection litres Are petmaamat water and sewer utilities. Exterior maintenance of the facilities does not Include deity removal of littler of the public areas of the• Premises,such removal being the responsibility of the Lessee. . ARTICLE 16. SPECIA7,.EVENTS, The Demised Premises may be used during and after'ntirmal operating hours as farther described below: S • - . . , . . . . . 1608 . . . . . • . . . . . . . . . .. . . . .. . . . • . • . . .. . . . . . • . . . • (A) The'Lessee shall have the e T xpress right to hgld no More thin twenty- (26)private events par • • . .. . calendar year such as berbeques and.eimliar functions at the Demised Premises. Privattgycnta may not occur print .• > beforesuemt. All such private events sbaU complete a Rental Permit Agreement form and pay a usage fee in the amount of two-hundred($200.00)dollars per hour to Chanty for the use of the Premises. Thin usage fee ' . shalt be subject.to modlfteatioa upon mutual agreemeotbetween the County and Lesson, . ' ' • (B) All groups holding special'private events at the Demised Premises and desiring to provide tram , • . transportation shall be required to use Lessee's tens,which shall be"operated only be authorized Lessee employees. ' end such groups shall not be permitted to provide their own tram or other motorized transportation to and from the . • Premises. Members of groupa•not using tram transportation shall be able to walk freely to and from the Demised Premises on the boardwalk . . (C) All getups shall retain the Lansce Io cater their event et the Demised Prumiaes. . • (D) No group holding a tmvarn event shalt be permitted to provide disruptive amplified lassie or steel-drum . • bands.••All groups shall be subject to all County noise ordinances and shall be responsible to ensure full compliance - therewith. • • ' • • (E) Privere Events shall-be described as either sponsored then or contracted with Naples Grande. The • Lessee shall be permitted to serve alcohol at private events and the proceeds of such sales shall be,subject to a six . (6%)percent gross revenue share formula as otherwise set forth in Article 4,Section U,Paragraph 2. . • ARTICLE 17, USE OF HIE BEACH IS PRIMARY. The Park is for the use of the public for recreation and other . public purposes, end the Lessee's•activity shall not infringe upon the public's right to web use,millet to only • Article 16 above. The location of any equipment,career any other materials of the Lewes are subject to approval of the Parks ds Recreation Department.However,this does not preclude the Lessee,upon obtaining prior written approval of the Director of Parka and•Recaeration,from scheduling promotional events,including events which might temporarily limit.ac tees to the Premises,or any portion thereof. ' • ARTICLE 18. COUNTY CONTROLS BEACH. Nothing in thin Agreement will preclude the County from using the public areas of the beach for public and/or civic,purposes as deemed necessary;however,these areas of the beach ray not be closed to other public use during normal hours of operation. AR XLE 19.:SELLV ICIIS AND DUTIES. The Lessee agrees that the operation and Maintenance of the.Park and • concession stands)is to be handled by trained personnel,with emphasis on safety and maintaining the Beeeheido ' l+acilitiee and hnnaetliately adjacecot beach in a neat and orderly fashion. The Lese c hercby'agxees to perform the tbilawingdutie�s: . . • (A) Maintain the bathroom fedlides in a dean and sanitary condition at all times. • (B) Qualify customers sand give instiuetimw on the operation orthe various rental equipment. (C) Oversee the general use of the Boardwalk,Beachside Facilities,and the immediately adjacent beach, • and shall report all misuse,damage and violati<ma to the authorities and notify the Director of Parlor and Recreation as appropriate. Nothing herein shall be construed or interpreted as imposing any obligation ' or duty on the Lessee for the public's safety in their use of the ocean. ' (0) Furnish all soap and other consumable supplies for the reatroum facilities. . • (E) Collect,bag and piece the garbage in containers,and have the containers removed from the Premises. • . • (F) Remove trash daily and provide litter pickup for all trash and debris ant in.containers for the hzenceiarely adjacent beach;Beachelde Faeetties, Boardwalk, and surrounding areas,excluding the . • County Public Parking Area. . (G) (Reserved) . (H), (Reserved). . (1) Open and close the Park according to epabilshed Park hours. (I) Clean up dcbrisltrash lions the sand beach area in and around the demised area. ' ARTICLE 20. COUNTY FUBJ.IC PARKING AREA. Any maintenance or supervision of the County Public Parking Area shall be the sole.responsibility of County. Lessor shall have no duties whatsoever with respeat.to the County Public Parking Area,and shall lacer no expense or liability with respect thereto. The Lessee will cause that an employees will park cars in the public lot during their working hours,unless previously approved ita writing by the Director of Parks and Recreation, 6 , . . • • • , .. , 08 . , . . . . . • . .. . . . . . . . . • . . . .. . . . . . . • • . . . . . . . • . . . . • . • 7 .... ARTICLE 21. NO DISCRIMINATION., The Lest ice agrees-tatter*stud!be no discrimination as to race,.sex, ' - . color;creed or national origin in its operations under this Agreement;andAurther,there shall be no discrimination •-regarding any use,=vice,maintenance,or pperatien of the Promises. All facilities located on the Premises shall be . -• made available to the public,subject to the tight of the Lessee to establish and enforce rules and regulations to provide • for the safety,orderly operation and security of the facilities. • • • •• . • •ARTICLE 22. ORDERLY OPERATION,ETC. The Lessee shall at all times have:a neat and orderly operation ' . • and shall maintain all necessary housekeeping setrices for the Premises. There shall be no living'quarters nor shall anyone he permitted to live on the Premises:' • .' • • 11RT1CLB 23, HOURS OF OPERATION. .Lessee shall open the concession stand(s)no later th=9:00 a.m,and • chi*not earlier than 6:00 p.m.,seven(7) days a week,unless otherwise agreed with the Director of.Forks and . ltccrefdion.. The Lessee also agrees to open end close•the public Park from dawn to dusk unless specifically ' authorized in writing by the Director oasts:seed Recreation to do otherwise or the~pro mines are in use in accordance ' • with Section 5.above. Dialog inclement weather,.tbe Lessee shall use its own best judgment regarding closing the • . . coneession, County shall have the right'.te request Lessee to extend its normal operating hours to accommodate • . • .• County-sponsored events for up m IS hours of such extended 6pocations per year,'to requires written guarantee from. . County of revenues to be generated during such extended hours,in amount(s)to mutually agreed upon by the:parties. • ARTICLE 24. PIRICIiS.' All prices must bu visibly displayed to Lessee's customers.,and must be approved in ' •• . writing by the Director of Parks and Rncrettion. The Lessee shall rent or sell only thosrc items approved in writing by . the County. • ' ARTICLE 25. SIC/NAGE. Lessee shall,at it Kale cast,provide and remove signs at all public'approaches to its • concessions. All advertising, signage and posting shall be approved In writing by the Director of Parks and • Recreation. ARTICLE 26.• VEHICLES D4 PARK. Vehicles,other than auttrorizedpedestrian.tram,emergency vehicles and • authorized construction vehicles,are only allowed in areas where roadways are provident and vehicles will park only in.areas designated for vehicle parking. The Lessee shall have the right to use vohiolee on the beach only to lead and • unload equipment and supplies,and for septic task maintenance and cleanings ARTICLE 27. CONTATNERSIB1ODEORAt3A,BLS. The sale or dispensing of beverage iii,bottles is not• . • • paimittcd nor shall bottle or glass containing'bo pertained in the Park, Beverages maybe sold or dispensed in cans. • • plastic,or paper cups,althou sit biodegradable containers are most desired from a County standpoint. The dispensing • . and use of straws is also prohibited. • ARTICLE 28. 'STORAQE. Lessee agrees that there will be no overnight storage of any,kind, west of the . Beachstde Facilities,unless a special exception is issued by the County"Lessee shalt comply with all applicable laws, • statutes,ordinances,and local rules,concerning storage on pol,lic lands. ,• ' • • ARTICLE 29, NO DANGEROUS MATERIALS. 'the Lessee shall not use or permit in the Boardwalk,Be chsidc • heilitiee,or Park the storage of illuminating oils,oil lamps,turpentine,benzene,naptha,or other similar substances, • • or explosives of any kind,or any substance or articles prohibited in the standard policies of tare insurance companies . doing business in the state of Florida. • ARTICLE 30. LESSEE NOT TO REMOVE PROPERTY. The Lessee agrees not to remove any fixtures • brought into the Park for the purpose of this Agreement,except such items ss maybe reasonably necessary for Losses to•asset requizemertts of:,(a) seasonal demands;(b)special events conducted by Lessees and (c)the repair or replaoctnent of property. The parties recognize that Lessees service requirements under this Agreement shall not be limited or reduced by the re:novel of its property. Provided Lessee satisfies its obligations ruder this Agreement,it - shall,within thirty(30)days ales expiration of this Agreement,remove its personal property and equipment from the Premises,provided such removal can be secompltshed without damaging the Promises, Should Lessee fail to remove • such personal property and equipment,the County may cause same to be removed and stored at the cost and expense of-the Irssee,and the County shall have a continuing lien thereon in the amount of the cost end Name of such removal and storage until paid,and may sell such personal property and reimburse itself for such cost and expense, • Inclisding the expense of the sale. • Article 31. SECURITY"The Lessee shall provide any security measures which may be required to protect the ' Boauh•Faciiiries,and its equipment and materials.Such acuority measures may not violate local or state law or other . restrictions ot'this Agreement, , • . • • Article 32. NO LIENS.Lessee Agrees that it will not suffer,'or through its sedans or those actions of anyone under its control,or snipe viaoc,cause to be filed upon the Park arty lien or encumbrance,In the event any lien is bled,Lessee agrees to cause such lien to be discharged,satisfied,or beaded-off within sixty(50)days of receiving . written notice from the County.' • 7 • 1608. . . . • . . . . . . . . • • • • . • .. . . . . . . • .. Article 33. INS:PECFION:The Lessee agrees that the concession,facilities and Prenuses may be inspected at any • . . • time by authorized r prtststtativea of the County Administrator or by any other state,county,or agency official laving rcepunaibihitiea for iespections'of such operations.The Lessee agrees to immediately undertake the correction of any • deficiency cited by such inepectura. , . . . Article 34. RECORDS AUDIT.The Lessee agrees to establish and maintain mph records as may be prescribed • . . •• • by the Countyto provide as evidence that all terms of this eve-entent have been end are•being obeervedeThe Lessee , , . . . •gcunnc.to the County the right and authority to audit all records and dooueuenis pertaining to the concession operation. • Such ladle will.tee eanducted at locations sad at a fecgeeney determined by,the County and communicated to the . . Les see.The Lessee agrees to provide materials for the audit at the designated place within seven(7)business days .after the County's notice is received. . Article 35. NPORCEMEN E T. . (a,) The portico agree that the County shall have a continuing lien on such personal property or . trade fixtures of the I:essee located at the Clam Pass Park,said lien against such personal property or trade fixtures for • . the sum of which may,from time to time,become due and unpaid to the County under this A;grc t.Upon•defeult . • . of any required payment(i)by the Lessee;the County shall have the right to take possession of and retain Lessee's personal.property and/or trade fitmares teethe extent of the herein described hen value until the full mitount shall be . paid,'or to sell the mane at public'auction,and after deducting the expenses of sale and reasonably attorney's fees • apply the balance of the proceeds to such payment,end•if there should be any deficiency to rceod to any other•legal . remedy available to the County.Sitnudtancotsly with the execution of this Agreement to Lessee will.furnish the . County with two(2)complete MC-1 S(seemztts,to cover such personal property or rental equipetemt at Clam Pass . . ' Parking in Maze=equal to the County's lien under this Agreement,one to be filed locally and one to he tiled in ; . • Tallahassee.The UCCr-1 Statement shall evidence the County's secured status for-the performance of the Lessee's • obligations.Any change or stmt,to the UCC•i Statement(e)indicating different property.of Lessee to secure • • County's lien hereunder shalt require a written amendment duly executed by the parties. • .' • (B) • In the event of any willful violation of this Agreement.by the Lessee,or if the•County or its • authorized representative shall deem soy conduct on'the part of the Lessee to be noted on the Lessee Inspection . Report,the County shall notify the Lessee in writing of alleged willful violation or Inspection Report natation,and . • afford the Lessee a reasonable opportunity,of net less than thirty(30)days,to cure alleged violation. Alter the requisite cure period,the County shall have the right to suspend the operation of the concession should the Lessee fail• to correct arty suchsiolatio n,conduct,ur pro uriec to the satisfaction of the County.County will not suspend operation . during the pcaclancy of the Cana period.Tha Lessee shall not commence operation during such suspension until the violation had been corrected to the satisfeetion of the County. • . Article 36. PERFORMANCE 8OND. Upon executing this Agreement, Lessee shall post with the County a performs:n a bund in the amount of FIFTEEN Tl hOUSAND($15,000.00)DOLLARS.(Bust's Guide of rating of A-or above)The•performance bond serail be issued by a surety company authorized to do business in the state of Florida, • • • and shall be released at the termination of this Agreement,provided Lessee has malefic('its obligations under this • ' Agreement. . . Article 37. INSURANCE,(Sec Article 9] . • Article 38,. • INDEMNIFICATION.The Lamm agrees to protect,defend,indemlrify and hold harmless the County . and its officers, employees and agents from and against any and all losses,penalties,damages, settlements, costs, . charges,professional foes or other expenses or liabilities of every kind and character arising in g,of or relating to any • and all claims,liens demands,abligationa,actions,proceedings of causes of action of every kind end chars with.or • . arising directly to indirectly out of our obligatisnas under this Agreement or our pesfca r auce of this Agreuusu c, ' • Article 39, PIIRMPL'S;LICENSES; TAXES.The Lessee and the County agree•to cooperate and to obtain all • required government permits end licenses necessary for conducting business,and Lessee shall pay for all permits • . • Obtained.ned. The Lessee agrees to comply with all.laws governing the responsibility of au employer with respect to • . - .person employed by the Lessee.The Lessee shall be solely responsible for payment of any and all taxes levied on the • concession operation.In addition,the Losses shall comply with all rules,regulations and laws of Collier County,the- state of Florida,or the U.S.Government now in force orherea#ler adopted. Article 40. Lfill.II•IES. • • (A) The Lessee agrees to pay for all public utilities provided to the Beaehaide Facilities and used within the concession operation,including brat not'Mitsui to:electric,potable water,sewer and telephone. CO• The Lessee shall,.at its own cost, provide any propane gas or other fuels needed for its equipment and operation at the Park,under this Agreement. . . (C) The Lessee shall provide any communication system required for its business operation,and such equipment shall not interfere with any public telephone installation within the Park. . a . , • . . . . •• 16. 08 , • . .• . • .. . .. .. . . . . . . . • . . . . . • . . . . . • • . ' Article 41: : MON flLY REPORT. A monthly report of octivitics; in a form developed by the Lessee and . ..., .'" approved by the•Due ccto of Parity and Recitation,-shall be submitted to the Director of Parks'and Recreation by the. ' • • 15 of each month. : . • • . • - Article 42: . DEFAULT AND TERMINATION. If either party fees to eoritply with arty.of the material terms a • • ' ••condititms•hereof;and such non-ccomp is not cured wither thirty(30)days alter written notice is given to the or • •.. • • complying party,tthe non-oiThMh g party may terminate this'Agreament,Should County,undoi the terms of this Agreeing be entitled to declare Le rite in default and terminate the Agreement;then the County may revoke'the'ptivilege•of the Less , ' to enter the Premises fox the purposes for which,this con essioe was granted,and the County may oust all parties present up • the Premises attempting to excntiar any of the rights so revoked. Continued occupancy of the facility by Lessee ag termination of this agreement shall constitute trespass,and may be prosecuted as male to addition,the Lessee shall pay to t • Comity ONE HUNDRED(SI00.00)DOLLARS per day as liquidated denoagas for such tempers,and holding over,Shut ' • LESSOR terminate this LEASE during the firsttwetty--four(24)naphtha,LESSOII,shall be bound by the obligations impos by Article 2 hereof. •• • .. • Article 43. ADMINISTRATION. This agreement shall be administered on behalf of the County by the Count; Administrator or his designee. . . Article 44, NOTICES. • • • (A)• All notices from the amity to the Leanne shall be deemed duly served if hand delivered or mailed b registered or certified trail to: , Naples Cmtndc Resort. ' 475 Seagate t)we ' Naples,FL 34103 • .With a courtesy copy of all legal melees to: • • ' LXR Legal Department 595 S.Federal'Highway,Ste.600 . ,Boca Ratan,FL 33432 (13) -All notices from the Lesser to thc•County shall be deemed duly served if hand delivered ur mailed b • . tvgiatered or certified mail to: . . • • Director of Parks and Recreation Parks aiid Recreation Department • . 15000 Livingston Road Naples,Florida 34109 • . . (C) The Lessee and the County may ehsngu the above mailing addresses at any time upon giving t . ' • other Party written need deaden.All natives under this concussion agreement must be in writing. . . . Article 45. .Section intentionally deleted • Article 46. NO PARTNERSHIP.Nothing heroin contained shall create or be construed as creating a partnership betwe • rite County and the Lessee or to constitute the Loaves as an agent of the County, . . . Article 47. ASSIGNMENT.Article 7 herein shall corrtnnl. • Article 48_ • COOPERATION:The Lessee agrees to reasonably operate with the County in cendaeto co g surveys zed provide reports,of visitor usage of concession services.Where this Agreement provides for the county to provide for t . • County to provide a response at perform an act upon the Lessee's request,the County shall promptly respond or ace upon an • request,and shall not unreasonably withhold its consent where-County consent is required.Any right,power,privilege obligation allocated to the County Administrator under this Agreement,may also be performed by the County Mmhiistrato ' designee.Furthle,the County agrees to provide the Lessee with advance notice deny special event and top coordinate w. . • the Lcasce regarding same.County also agrees to provide Lessee a regarding same.County also agrees to provide Lessee w . . notice of the availability of plaits for any remodelling of the}3eacbsicic Facilities or the Boardwalk. . • /uncle 49, . FORCE MA.TEIJRII.In the event of major storm;red tides,hurriumics or other such occurrences,the C.our . , shall remove or cause to be removed any and all debris from Clam Pass Park and associated County facilities when deem fie/Able by the Comity. • Article 50. ATTORNE=Y'S FEES. ht the evert it boson=necessary for either patty to litigate in order to enforce • rights under the"tems of this Agreement,then-the prevailing party shall be entitled to reintburscesent from the other party Its casts and reasonable attorney's fees,including those incurred during appellate•praceedinga. • Article$1. WAIVER.No waiver or broach of any covenant or condition of this Agreement shalt he taken to canstitot waiver,of any subsequent breach of such covenantor condition nor to justify or authorize the non-observance on any od: ' 9 . . . . . . •. 161) 8 . .. . . . . .• . . .. . . . • . . • . . _. . eoenaion•ofthe same or any other covenant or condition berme nor shall the inaotiot of County at any time when Lessee is ' • '• default hereof be•construed as a waiver of sods default or County's rights to terminate this Agreement due to sit h default,n . shall any waiver of indulgence granted by Comity to.Lessee be talon as an estoppel against County.•. . • Article 52. WAIVER OP LOSS FROM HAZARDS.The Lessee hereby expressly waives all claims against the Cots ., for ion or damage sustabied by the Lcaac from or by the public,its gnosis and patrons, . . Article 53. CONFLICT.AND SEVERAB]LITY. The parties agree that in ease any one or more Of Vie prot!isio, . contained in this Agreement shall he hold invalid, illegal or unemLorcegbie in any respect, such invalidity,illegality, • tsacnforceability shall not effect any other provisions tharsdI and said Agreement shell be construed as if such invalid,illci . • . ur unenforceable provisions lord never beers contained therein. • . Article 54. arzatE UNDERSTANDING.This Coneeseam Agreement contains the final and entire understanding a, ' . Agreement between the pestles hereto, and supersedes'any prior concession agreement or extensions thereof between au ' parties or any tcrmb statement, representation, warranty or condition, oral or.wtitten,not contained in this Agreame However,the Beach Access Facilities Agreement of November 15,19a3 shall not be effected by this Agreement except • expressly provided herein,Any modification of this Agreement must be in writing and signed by both parties. . Article 55. l'LOR.DA LAWS.This Agreement shall be construed and enforced in accordance with the laws of the se ' of Florida.Lessee must be registered to conduct business in the state of Florida and be able to furnish satisiherory proof such registration. • Article 56. COMPONENT PAR'I'S. This Agreement consists of the following component parts suacbod hereto,ea . component being apart of this Agreement as if herein set out verbatim: . (A) lnsurxitce Certifioate(s);and . • ' (B) Porformanee Band. . . (C) Exhibit"A" • ARTICLE 57.Sgenanier of mists . LESSEE shall deliver u t and surrender to LESSOR possession of the Demised Pm:r ises and anal improvements- upon expiration of this Lease,or earlier termination,broom clean and in as good condition and repair as the same shall be at the'commencement of the'term of this Lease or may have been put by LESSOR or LESSEE during the continuance-thereof,ordinary wear and trot'and damage by are or the elements beyond LESSEE'S control excepted. ARTICLE 58.General Provislgi a. ' • LESSEE expressly agrees for itself,its successor and weighs,to refrain from any and all use of the Demised • Premises which would interfere with or adversely affect the operation or maintenance of LESSOR'S operations where any such operations share common facilities or othwwise. ' - (a) nights not specifically granted the LESSEE by this Lease are hereby reserved to the LESSOR. • • (b) LESSEE agrees to pay all taxes imposed on the leasehold interest or otherwise related to the rectal of the Denied Premises to the extent applicable wider law, (e) LESSEE agrees to pay all intangible personal property taxes that may bo imposed due to the creation,by this • Lease,of a leasehold interest in the Demised Premises.or LESSEE'S possession of said leasehold interest in the Demised Premises. • • ARTICLE S9.},+nvironmentai,Concams LESSEE represents,warrants and agrees to intermtify,reimburse,defend and bald harmless LESSOR,from • and against all costs(including attorneys fans end all appeals)asserted against,imposed en or mounted by LESSOR directly or indirectly pursuant to or in commutate.with the application of.any federal,state,local or common law • relating to pollution or harm to the environment directly caused by and linked to the Lessee. Altl'ICLE 60.Radon Gee Ti t compliance with Section 444.056,Florida Statutes,all parties are hereby made aware of the following: . Radon is a•natinrally occurring radioactive gas that, when it has aeeunulated in a building in sufficient • quantities,may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon . testing may be obtained from your County Public Health Department.. • ARTICLE frl.CigierudProvisions • • • . 10 ' , . . • , 1608. _. . •• • • •. .. . . . , • . . . • , . . • . -f:IISSOR fully =derat ule that the police mid law enfnroetnenr•security promotion provided by law . • •• driforeenient agencies to the Demised premrises is limitd d lo drat provided to any othisr btisin ess or nutty situated in . . . •• • ' Collier County, and LESSOR aolnu wledgss.that any special'security measures deemed neceaituy for additional protection of the Demised Premises shall be the soli responsibility and cost of LESSOR end shall involve no cost or . expense to LESSEE. . •AR'irCLE 62:.Bit a t of Lions • . . . . . • . , % •All persons to whom these presents•may some are put upon notice that no interest a!•the LESSOR in-the • ' ' • . •Denised.Prerniees shall be'subject to liens for imprevrencr up made by the LESSEE,also Reim for trnprov rncnts made • • • . by the LESSEE.are epeoiiieelly prohibited from attaching to or becoming a Lien on the interest of the LESSOR in the Demised Premises or any part of either.This notice is given pursuant to the provisions of and in compliance with • ' - Section 713.1,0 F'loridaStatutes. ' ARTICL13',53: Jsflbctive Date - . This Lease shall beoome effective upon execution by both LESSOR and LESSEE,. . •ARTICLE 64.Governing Lew • . . .. ' ilns Lease shall be•goucmed by,and construed in accordance with,thtelaws of this State orPlorida. •' . IN WITNESS WHEREOF,the parties hereto have hereunder set fords their hands and seals, , . AS TO TTIE LESSOR; .DA"fil-it'i ' U7 • 16 IOl Y E:$ROC i, 1 k's> .COLLIER CO w,PLO:.0,AIf ,,' • .. y f"1f"': James Coletia,Chafrrnart �1 • •• AS TO -:•5. }:•..;a .r • • LESSEE.: LeHilf Partners,L.L.C, dib/s Naples Grande Resort& • Club . ' . DATED: e r• /t;O l7 •-- .4"/""( WITNESS(signature) —"Rama**CAPS. . •mane) i . , �.•. . ' 3 #SS0 . Sa1.1004— • . • (print:iatno) . ' App t .,and s tent •. • Attorney UPDATED:September_'2007 • . 11 . • 168• , , . • • .• .EthibitA' i A.1 Site of 26 Privatc Events 1000' 1,4,-`'=„`:,..;',1J,' .'.' ,� : north of cod of.Bosedwalk . } Y' .t 1 TTTT3333 � <c , j Y Lee Concession/Deck :a F ry #s a • -, e t-ti k.71%.s .,y P _fit•t.• rat �-`,, l ` r:.H , .. J� 1 Pik ,.;' Y • A rb w t• `.:: . ,4, Y L . . ,o..<�7x;;1