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Agenda 12/12/2017 Item #16D 212/12/2017 EXECUTIVE SUMMARY Recommendation to approve a First Amendment to Lease Agreement with NWNG LLC, dba Naples Grande Beach Resort to enhance tram service at the Clam Pass Beach Park. OBJECTIVE: A First Amendment to Lease Agreement (Amendment) is required i n order to revise two provisions regarding the operation of the Clam Pass Beach Park concession. CONSIDERATIONS: On October 23, 2007, the County entered into a Lease Agreement (Agreement) with LeHill Partners LLC (‘LeHill’) to provide food, beverage, beach equipment, and water recreational concession services to the patrons of Clam Pass Beach Park (Item 10N). On September 26, 2017, the Board of County Commissioners (Board) approved Item 16D1, a First Amendment to Lease Agreement with the successor to LeHill, NWNG LLC (’Concessionaire’). However, after Board approval, the Concessionaire requested additional revisions to the Amendment and is hereby being resubmitted. Previously, the Board approved items 1 and 2 below, and item 3 is being added to the attached First Amendment. The Amendment includes the following revisions: 1. Increase the required two trams to be operated from June 1 through October 31 to a minimum of three trams, and increase the required three trams from November 1 through May 31 to a minimum of five trams. 2. Allow the Concessionaire to close early due to inclement weather, or anytime in which the Concessionaire deems necessary, but will be required to contact the County thirty minutes prior to closing to obtain approval. 3. Allow the Concessionaire the right of first refusal to operate any and all beach concessionaire operations associated with the second boardwalk if constructed. All other provisions included in the original Agreement, with the exception of those listed above, shall remain in effect. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management impact. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board action. -JAB RECOMMENDATION: To approve and authorize the Chairman to execute the First Amendment to Lease Agreement with NWNG LLC, dba Naples Grande Beach Resort. Prepared By: Michael Dowling, Sr. Property Management Specialist, Facilities Management Division ATTACHMENT(S) 1. Naples Grande Signed November 2017 (PDF) 12/12/2017 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.2 Doc ID: 3987 Item Summary: Recommendation to approve a First Amendment to Lease Agreement with NWNG LLC, dba Naples Grande Beach Resort to enhance tram service at the Clam Pass Beach Park Meeting Date: 12/12/2017 Prepared by: Title: Property Management Specialist, Senior – Facilities Management Name: Michael Dowling 11/03/2017 4:55 PM Submitted by: Title: Division Director - Facilities Mgmt – Facilities Management Name: Dennis Linguidi 11/03/2017 4:55 PM Approved By: Review: Facilities Management Dennis Linguidi Additional Reviewer Completed 11/03/2017 5:29 PM Parks & Recreation Ilonka Washburn Additional Reviewer Completed 11/04/2017 12:23 PM Parks & Recreation Barry Williams Additional Reviewer Completed 11/06/2017 1:00 PM Facilities Management Toni Mott Additional Reviewer Completed 11/07/2017 3:09 PM Operations & Veteran Services Sean Callahan Additional Reviewer Completed 11/13/2017 8:23 AM Public Services Department Joshua Hammond Level 1 Division Reviewer Completed 11/15/2017 6:54 AM Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 11/20/2017 8:55 AM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 11/20/2017 3:38 PM Public Services Department Steve Carnell Level 2 Division Administrator Review Completed 11/28/2017 10:00 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 11/28/2017 10:30 AM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 11/28/2017 10:42 AM Budget and Management Office Mark Isackson Additional Reviewer Completed 11/28/2017 3:25 PM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 11/29/2017 12:02 PM Board of County Commissioners MaryJo Brock Meeting Pending 12/12/2017 9:00 AM FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (Amendment) entered into this day of . , 2017, by and between COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing address is, in care of Parks and Recreation, 15000 Livingston Road, Naples, Florida 34109, hereinafter referred to as "Lessor," and NWNG LLC, a Florida Foreign Limited Liability Company, dba Naples Grande Beach Resort, successor to LeHill Partners LLC, whose mailing address is 475 Seagate Drive, Naples, Florida 34103, hereinafter referred to as "Lessee." WITNESSETH WHEREAS, the Lessor and the Lessee have previously entered into a Lease Agreement "Lease," dated October 23, 2007, attached hereto and incorporated by reference as Exhibit "A"; and WHEREAS, the Lessor and Lessee are desirous of amending the Lease Agreement; and NOW THEREFORE, in consideration of the covenants and agreements provided within said Lease Agreement dated October 23, 2007, hereafter referred to as `Lease', and Ten Dollars ($10,00) and other valuable consideration, said Lease, which is attached and made a part hereto, is hereby amended as follows: 1. Article 4. (B) of the Lease is amended as follows: Lessee shall operate a tram service consisting of a number of electric power vehicles, with appropriate seating for beach goers, between the public parking area, the Naples Grande Resort and the Beach Facilities. A minimum of twe-(2) three 3 trams shall be operated at all times from May June 1 through October 31, and a minimum of thfoe-(3) five5 trams shall be operated at all times from November 1 through April 30 Mgy 31. In no case (except for unforeseen mechanical failures) shall the time between available trams and the public parking 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 convenient transportation for the public and hotel guests. The first point of passenger pickup shall alternate between the hotel and the public parking area. In addition, when the -2"1 second boardwalk is constructed, the Hotel will provide tram service on this boardwalk with the same service levels as the original boardwalk. The Lessee shall have no responsibility for or obligation with regard to the construction, operation, and maintenance of any subsequent boardwalk beyond what exists as of the effective date herein. The tram drivers shall be uniformed neatly and cleanly in uniforms provided by the Lessee. The tram drivers shall wear insignia approved by the Director of Parks and Recreation identifying them as representatives of the Collier County Parks and Recreation Department. When the second boardwalk is constructed, Lessee shall have the right of first refusal to operate any facilities associated with the second boardwalk including beach food beverage, and operations therewith. Lessor shall notify Lessee in writing that service is required on the second boardwalk. Lessee shall have thirty (30 dans) to deliver written notice to Lessor of its intent to accept. If not timely accepted, services on the second boardwalk may be provided by a third a on terms substantially similar to those terms that were offered to Lessee. Additionally,if another third parry, new lessee, should operate the facilities, it shall be the responsibility of the new lessee to provide the tram. services. [I 7 -RPR -03018/13 72162111 2. Article 23. of the Lease is amended as follows: HOURS OF OPERATION. Lessee shall open the concession stand(s) no later than 9:00 a.m. and close not earlier than 6:00 p.m., seven (7) days a week, unless otherwise agreed with the Director of Parks and Recreation. The Lessee also agrees to open and close the public Park from dawn to dusk unless specifically authorized in writing by the Director of Parks and Recreation to do otherwise or the premises are in use in accordance with Section 8 above. During inclement weather, the Lessee shall use its own best judgement regarding closing the concession. Prior to closing early during such times of inclement weather, or during any times in which the Lessee mgy be required to close earlier than scheduled as contained 1n_this_Lease, the Lessen shall notifythe Lessor ssor„hy telephone or by email at a minimum of thirty minutes Drior to such closing and shall obtain approval from the Lessor l2rior to closin Lessor acknowledges that weather conditions chane quicLIL and if Lessee in unable to provide the required notice as mentioned previously, Lessee shall, in its best efforts, notify Lessor as quickly as possible. The Lessor shall have the right to request Lessee to extend its normal operating hours to accommodate County -sponsored events for up to 15 hours of such extended operations per year, to require a written guarantee from County of revenue to be generated during such extended hours, in amount(s) to mutually be agreed up on by the parties. 3. Except as expressly provided herein, the Lease Agreement remains in full force and effect according to the terms and conditions contained therein, and said terms and conditions are applicable hereto except as expressly provided otherwise herein. IN WITNESS WHEREOF, the LESSOR and LESSEE have hereto executed this First Amendment to Lease Agreement the day and year first above written. DATED: 1116 f k F l l'kAh -, Witness (Signature) O (Print Na.,_ e) Witness (Signature) (Print Name) AS TO THE LESSOR: NWNG C b a es Grande Beach Resort BY. Type or print name and lt]6) BOARD OF COUNTY COMMISSIONERS, ATTEST: COLLIER COUTY, FLORIDA DWIGHT E. BROCK, Clerk BY- BY: Deputy Clerk PENNY TAYLOR, Chairman Approved as to form and legality: Jennifer A. Belpedio, Assistant County Attorney .10 [I 7 -RPR -03018/ 1372162/11 CdUN` Y AS LESSOR 160 Lease # THIS LEASE AGREEMENT entered into this 4 Z day of q�4-D64e'2007, between LcHill Partners LLC, whose mailing address is 475 Seagate Drive, Naples FL 34103, hereinafter referred to as "LESSEE", and COLLIER, COUNTY, a political subdivision of the State ofFlorids, whose mailing address is 3301 East Tamiami 'Nail, Naples, Florida 34112, hereinafter referred to as "LESSOR". WITNESSETH THE. PARTIES AGREE AS FOLLOWS: ARTICLE 1. Qtmised Premises LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR the property described in Exhibit "A" QIP (located at Clam Pass Park) which is attached hereto and made a part of this Lease, harcinaRcr called the "Demised Prtmiscs", situated in Collier County, Florida, for the following purpose (s)t AWrICLE 2 Term of Lease LE5 F�S :ell have and hold the Demised Premise for a trnn of tcn(10) ycar(s), commencing on ,.�, 2007 and cndin _,q , 2017. LESSEE is granted the optica, provided mesa not then in default of any of the provisions of this Lease, to renew same for two additional term of five (5) year(s) each, under the same terms and conditions, as M provided herein, except as to the rental amount, as provided herein, by delivering_writtcn notice of LESSEE'S M unconditional intention to do so to the LESSOR not less than thirty (30) days prior to the expiration of the'leasehold WI estate hereby created. Said notice shall be effectits upon actual receipt by the County. &. LESSOR, however, reserves the right to terminate this Lease, with or without cause, upon sixty (60) days prior written notice or such termination to LESSEE at the address set forth in ARTICLE 13 of this Lease. Said notice shall be effective ppon actual rcccipt by LESSEE. Should LESSOR exercise the afarcmentioned option to terminate this LEASE, LESSOR shall reimburse LESSEE for LESSEE's capital expenditures set forth in ARTICLE 4 according to the following schedule: Ifsaid termination occurs during the first twelve (12) months of the LEASE LESSOR shall reimburse LESSEE all monies spent, due, owed, or committed, whether invoiced or not, through the effective date of the termination. If said termination occurs during the thirteenth (13") through the twenty4mmrnb (24'b) month of the LEASE, LESSOR shall reiniburse LESSEE fifty (SO%) percent of all monies spent, due, owed or cammittcd, whether invoiced or not, through, the effective date of the termination. Should LESSOR terminate the LEASE at anytime in the twenty-fifth (25m) month or thereafter, the LESSOR shall have no reimbursement obligation to the LESSEE. In addition, LESSEE covenants and agrees not to use, occupy, suffer or permit said Demised 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 jurisdiction over the Leased Premises. ARTICLE 3 2w LESSOR agrees to Lease the Demised Promises to the LESSEE without cost to the LESSEE. LESSEE shall pay all costs associated with the Demiscd Premises including and not limited to, janitorial services and any and all utility charges. Utility charges shall include and not be lintlted to electricity, light, heat, air conditioning, power, water, sewer and telephone or other communication services, used, =dcred or supplied thereupon or in connection with the Dcmised Premises . (A) The Lessee shall, at its expense, but not to exceed two -hundred thousand dollars ($200,000) fitnd capital improvements of the concession facilities. The Lessee shall obtain any and all permita necessary for the construction at its sole coil and expense. Lessee shall design the plans for the capital improvements and submit same to Director of Parks for approval, and said approval shall not be unreasonably withheld. See article 5. (B) Lessee shall operate a tram service consisting of it number of electric power vehicles, with appropriate stating for beach goers, between the public parking area, the Naples Grande Resort and the Beach Facilities. A minimum of two (2) trans shall be rperated at all times from May 1 through October 31, and a minimum of three (3) trams shall be openitcd at all times form November 1 through April 30. In no case (except for unforeseen rncchanical failures) shall the time between available trams at the public parking area excccd fifteen (15) minutes. The trams will be operated during periods when the Park is open and shall be of sufficient number to provide convenient transportation for the public and hotel guests. The first point of passenger pick up shall alternate between the hotel and the public parking area. in addition, when the 2 d'boardwalk is constructed the Hotel 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 to the construction, operation, and maintenance of any subsequent boardwalkbcyottd what exists as of the effective date herein. The trate drivers shall be uniformed neatly and cleanly in uniform provided by the Lessee. The tram drivers shall wear insignia approved by the Director of Parr and Recreation identifying them as representatives of. the Collier County Parks and Recreation Department. (C) The Leasee shall be responsible to lease, purchase, maintain, eluate, charge and service the t=ams as required and subject to the County's r"On mcnolations. _ (D) Business of Lessee may conduct the following kinds of business and provide the following � has ted 1, food and Beverage sales. The sale of foal and beverages from permanent g� locations or mobile pushcarts in accordance with the provisions of" agxcenrent. a and will 2. Alcohol sales will be permitted on the inside seated area and eaoutsidede Article dib not be permitted on the beach except for private party aPe tted in herein. and said events shall be restricted to occurring in the area bounded by the mangroves on the east to the water lime on the west and from. the northern beach access ramp connecting the concession deck and the beach and proceeding one -thousand feet north . See Article 16 herein. Lessee steal es of all 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 20 of the following month., any payment received late may be subject to a $1.00 per day charge. 3. Beach Equipment Rentals and Sales. The rental by hour/half daylfull day of beach equi1ment-su , towels, umbrellas, raft or other equipment and flotation devices and the sale of beach sundries in accordaneo with the provisions of this Agreement. Kayak and Canoe rentals to Collier County Residents showing proof of residency will be charged $25.00 for 3 hours (half day) or $50.00 for 6 home (full day), Water Recreational Equipment Sales. The rental or lease of special recreational equipment on the beach including, but not limited to, surfboards, windsailers, catamararss, 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 acquire 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 boat or jet ski, in good running condition during all hours of operation which meets all U.S. Coast Guard safety requirements. The Concession Agreement may be amended to authorize the Lessee to expand the services provided. ARTICLE 5. Modifications Prior to making any changes, alterations, additions or improvements to the Dcmised Premises, LESSEE must provide to LESSOR all proposals and plana for alterations, improvements, changes or additions to the Demised Premises for LESSOR's written approval, specifying in writing and in meaningful detail, the nature and extent of the desired alteration, improvement, change, or addition, along with the contemplated starting and completion linic for such project. LESSOR or its designee will then have sixty (60) days within which to approve or deny in writing said request for changes, improvements, alterations or additions, LESSOR shall not unreasonably withhold its consent 10 required or appropriate alterations, improvements, changes or additions proposed by LESSEE.. If atter 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 in connections with any rrmintanance, repair wcrk erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Demised premises, to observe and comply with all then and future applicable laws, ordinance, rules, regulations, and requirements of the United Sates of America, State of Florida, County of Collier, and any and all other govemrae:ntal agencies; however nothing contained herein shall be construed as the LESSEE covenanting or warranting the work of third -party contractors retained to do any of the aforementioned work. All alterations, improvements and additions to said Demised Promises shall at once, when made or installed, be deemed as attached to the freehold and to have become property of LESSOR. ARTICLE 6. Access to T)cnjj6cd Wom-ijacs LESSON, its duly authorized agents, representatives and employees, shall have the right after reasonable oral notice to LESSEE, to enter into and upon the Demised Premises or any part thereof at all reasonable hours for the purpose of examining and for the purpasea of inspection for compliance with provisions of this Lease Agreement - ARTICLE 7. Assiantrunt and Sublcitintt LESSEE shall not assign this Lease or attempt to sublet the whole or any part of the Demised Premises, or permit any other person(s) to occupy same without the expressed prior written consent of LESSOR except to the extent that the LESSEE has the cxprgss right to assign this agreement to any entity which acquires I.PSSEE's interest the adjoining hotel, and said entity expressly agrees to assume i ESSF-E's interests and obligations in this agreement.. ARTICLE g. wily In consideration of Tett Dollars (510.00), the receipt and sufficiency of which is hereby acknowledged, LESSEE shall indemnify, defend and hold harmless LESSOR, its agents and employees from and against any a nd all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest and expenses (inclUding but no limited to attomeya' fees and disbursements both at trial and all appellate levels) arising, directly or indirectly. from any injury to, or death of, any person or persons or damage to property (inoluding loss of use thercoi) related to (A) LESSEE'S use of the Demised premises, (B) any work or thing wbatsoever done, or any condition created (other than by LESSOR, its employees, agents or contractors) by or on behalf of LESSEE in or about the Demised Premises, (C) any condition of the Demised Premises due to or resulting from any default by LESSEE in the performance of LESSEE'S obligations under this Lease or otherwise, or (D) any act. omission or negligence of LESSEE of its agents, contractors, employees, subtenants, licensees or invitees. In case any action or procceding is brought against LESSOR by reason of any one or more thereof, LESSEE shall pay all costs, attorneys' fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if LESSOR shall so request, at LESS'$ expense, by counsel reasonably satisfactory to LESSOR. LESSOR shall be liable for any injury or damage to person or property caused by the elements, or from the street or sub-surface, from their agents, or from any other place, or for any unrcasomble interference caused by operations by or for a governmental authority in construction of any public or quasi-public works or otherwise LESSOR shall not be liable for any damages to of loss of, including loss due to petty theft, any property, occurring on the Demised Premises or any part thereof, and the LESSEE agrees to hold the LESSOR harmless from 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. Inr c LESSEE shall provide and maintain general liability and property liability insurance policy(ies), approvcd in writing by the Collier County Risk Management Department. 1. Minimum insurance Requirements; Risk Management in no way represents that the insurance required is sufficient or adequate to protect the vendor's interest or liabilities, but arc merely minirnu ms. a. Workers' Compensation -'The vendor shall maintain in force for the duration of this contract statutory workers' compensation benefits as defined by 1:S 440 encompassing all operations contemplated by this contract or agreement to apply to all employees regardless of the number of employees. Owners, partners and or corporate officers may be exempted per State Law, Employers' liability will have minimum limits of: 5100,000 per accident $500,000 disease limit 5100,000 disease limit per employee b. Commercial General Liability • The vendor shall maintain in force for the duration of this contract commercial general liability. Coverage shall apply to premises and/or eperations, products andlor completed operations, independent contractors, contractual liability exposures with minimum limits of: a 51,000,000 bodily injuries per person (BI) 51,000,000 bodily injury per occurrence (BI) $500,000 property damage (PD) or S1,000,000 combined single limit (CSL) of Bi and PD C. Liquor Liability - The vendor shall maintain in force for the duration of this contract Liquor Liability with minimum limits of.. $1,000,000 combined single limit (CSL) of BI and PD. 2. Verification ofCaverage: a., ' 'fen (10) days prior to the commencement of any work tinder this contract a certificate of insurance will be p-rovided to the Risk Manager for review and approval. The certificate shall provide for the following: 'b. "Collier County, its agents, employees, 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 to cancellation or modification of any stipulated insurance. Such notification will be in writing by registered mail, return receipt requested and addressed to the Collier County Risk Management Department (3301 Tamiami Trail East, Building D, Naples, FL 34112). 3. All insurance policies required shall be issued and written with a company or companies authorized to engage in the business of general liability insurance in the State of Florida and authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: The Company must be rated no less than "A" as to financial rating in accordance with the latest edition of Best's Key Waiting Guide published by AM Best Company, Inc. 4. The Naples Grande general contractor shall delivery to the County customary insurance certificates of insurance prior to the construction of the Expanded Facilities which certificate shall clearly indicate and evidence such paid up insurance and that said general contractor has obtained insurance in a type, amount and classification as required for strict compliance with this Agreement. Tlic said general contractor shall agree tomake no changes or cancellations of the insurance without thirty (30) days prior written notice to the County. The said general contractor shall assure that the insurance coverage provided shall require the company or companies writing such insurance policy shall provide to the County written nonce of cancellation thirty (30) days prior to any such proposed cancellation. the County reserves the right to reasonably amend Uta insurance requirements by issuance of notice in writing to the general contractor. Said insumnee shall nut exceed that required by the County for similar projects. Upon receipt of such notice, the General Contractor shall have thirty (30) days in which to obtain such additional insurance. County Responsibilities: (1) The County shall maintain the sand kinds of insurance with the sarin kinds of coverage on County -owned Facilities provided for in this Agreement as the County maintains on all other County -owned real and personal property. (2) In the event that the County does not maintain such insurance on all County -owned personal and real property and funds are not available for repair or replacement ofFacilities provided for herein, nothing contained in this Agreement shall be construed as imposing on the County the obligation to tepair or replace the County -owned Facilities provided herein. Should the Premises, during the Term of this Agreement, then become inoperable or if any required operating permit be revoked as s result of any faihsre of County to repair or replace any County -owned Facilities, Lessee shall have the option, with the prior written approval of the Director of Parks and Recreation, of providing such repair or replacement at its own expense and to seek to obtain reimbursement from County for all costs thereby incurred. AR'nCLE 10. Maintenance LESSEE shall, at its sole cost and expense, keep the DDrnised Promises clean at all times. If said Demised prerruses are not kept clean in the reasonable opinion of LESSOR, LESSEE will be so advised in writing. If corrvolivc action is not taken within twenty (20) days of the receipt of such notice, LESSOR may cause the same to be cleaned and corrected and LESSEE shall assume and pay all such necessary reasonable cleaning costs, and such costs shall constitutc 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 Dcmised premises caused by LESSEE, its employees, agents, independent contractors, guests, invitees, licensees, or patrons, LESSEE, at ita sole cost, shall remove from the Demised premises in accordance with all applicable rules, laws and regulations, all solid, liquid, semisolid, and gaseous trash and waste and refuse of any nature wbatsoever which accumulates or arises from LESSEE'S use of the Demised Premises. Such trash, waste and refuse shall be stored in closed containers approved by the LESSOR. ARTICLE I1. ];fault by LESSEE Failure of LESSEE to remedy any non-compliance 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 its option, terminate this Lease by giving LESSEE, thirty (30) days written notice tmlcas 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 Lease may be immediately terminated by LFSSOR except to the extent then prohibited by law: (a) Abandonment of Demtisexl premises or discontinuation of LESSEE'S operation. (b) Material intentional falsification of LESSEE or an agent of LESSEE of any report required to be furnished to LESSOR pursuant to the terms of this Lease. (e) Filing of insolvency, reorganization, plan or arrangement o£bankruptey. (d) Adjudication as bankrupt. (e) Malting of a general assignment of the benefit of creditors. (f) If LESSEE suffers this Lease to be taken under any writ of execution. In the event of the occurrence of any of the foregoing defaults in this ARTICLE 10, LESSOR, in addition to any other rights and remedies it may have, shall have the immediate right to re-enter and remove all persons and property from the Demised Premises. such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of LESSEE, all without service ofnelice or resort to legal proocse 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 atter receipt by LESSEE ofthirty (39) days notice in writing if a lien is filed against the leaschold interest of the LESSEE and is not satisfied, bonded -off, or rcvwved within sixty (60) days pursuant to the Florida Mechanics Lien Low Or otherwise. ARTICLE 12. Default by LESSOR LESSOR shall in no event be charged with default in the performance of any of its obligations hereunder urdess and until LESSOR shall have failed to perform such obligations within thirty (30) days (or such additional time as 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. FACILITIES (A) This Agreement shall control .in the event of any direct conflict with the Beach Access Facilities Agreement date November 15, 1983, as amended. The County owns the parking toy the gatehouse, the Boardwalk, and the Beach Facilities. The County shall operate and maintain, at its cost, the parking lot, the gatehouse, and the boardwalk, and any Future facilities, and shall be responsible for repairs, maintenance and capital improvements at the Beach Facilities, The Lesice 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. (B) The Lessee, at its own expense, may provide at stand or other facility beside or underneath the dune walkover near the Bcachsidc Facilities from which to rent recreational equipment to the users of Clam Fars Park (C) The Lessee 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 their present condition, as modified pursuant to Section 2(A) above, and is responsible for all interior modifications and maintenance, including entrance doors, windows and screens. Except as provided in Sections 2(A) above, the Lessee shall obtain the County's prior written consent for any alteration, additions, or improvements to structural facilities and then pay and be liable for such modifications, which become County assets upon completion; said consent shall not be unreasonably withheld, Detailed plans for any substantial improvements shall be submitted to the County for approval. no Lcsace 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 exist on the Premises. Am= is. MAINTENANCE. The County agrees to provide the assigned facilities in their "as is" condition, as modified pursuant to Sections 2(A), and to perform necessary exterior maintenance on the facilities assigned to the Leasee as well as to maintain the below ground level connection lines for permanent water and sewer utilities. Exterior maintenance of the facilities does not include daily removal of litter of the public areas of the Premises, such removal being the responsibility of the Lessee. ARTICLE 16. SPECIAL EVENTS. The Demised Promises may be used during and after normal operating hours as fin7ther described below: (A) The Lessee shall have the express right to hold no more than, tvvonty-aix (25) private events per calendar year such as barbeques and similar functions at the 1)amised Premises. P cnt form and pay a usage r unset: All such private events shall complete a Rental Permit �e use premises. This usage fee fes in the amount of two-hundmd ($200.00) dollars per hour to county shall be subject to modification upon mutual agreement between the County and Lessee. (B) All groups holding special private events at the Demised Premises and desiring to provide barer gensportatian shall be required to use Lessee's hams, which shall be other d only be aanspozad In to a and and such groups shall not be permitted to provide their own tram or other motorizod y to transportation to turd from the Promises. Members of groups not using tram transportation shall be able to walk firmly to and ftarrt the Demised Premises on the boardwalk. (C) All groups shall retain the Lessee to cater their event at the Demised Promises. event shall be permitted to provide disruptive ampliW music or steel-druum (D) No group holding a lt[iY&14 ibla Eo onsum full compilance bands. All groups shall be subject to roll County noise ordinances and shall be nespons therewith. (E) Private Events shall be described as either sponsored thru or contracted with Naples Grande. The cohol ei private events and the pcle 4. s Of such sales shall be subject to a six Lessee shall be permitted to servo alin Articlelo 4, (651.) percent gross revenue sham formula as otherwise set forth Section A, Paragraph 2. er ARTICLE 17. USE OF THE BEACH IS pItI1VIAKY. The Park th pthe ublic's of the anch use for subject oQn and nly public purposes, and the Lessee's activity shall not infringe upon Article l6 above. The location of any equipment, cart or any other materials of the Lessee am supon bject ct PaapP rior written the Parks & Recreation Iycpatimertt However, this docs net prat!ude the promotional epi on% including events which might approval of the Director of Parks and Recreation, from scheduling pro temporarily limit access to the Premises, or any portion thereof. ARTICLE 18. COUNTX CONTROLS BEACH. Nothing in this Agreement will preclude the County from using the public areas of the beach for public and/or civic purposes as deemed accessary; however, these areas of the beach may not be closed to other public use during normal hours of operation. ARTICLE 19. SERVICES AND DUTIES, no Lessee agree that the operation and Maiatenanca+ of the Park and concession stand($) is to be handled by trained personnel, with emphasis on safety and maintaining the Beachside ,Facilities and immediately adjacent beach in a neat and orderly fashion. The Lessee hereby agrees to perform the following duties: (A) Maintain the bathroom facilities in a clean and sanitary condition at all times. (B) Qualify customers and give instructions on the operation of the 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 violations to the authorities and notify the Director of arks and Recreation as appropriate. Nothing herein shall be construed or inteMmted as imposing any obligation or duty on the Lessee for the public's safety in their use of the ocean. (D) Furnish all soap and other consumable supplies for the restroom facilities. (E) Collect, bag and place 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 not in containers for the immediately adjacent beach, Beachsida Facilities, Boardwalk, and surrounding areas, excluding the County Public Parking Area. (Cs) (Reserved) (H) (Reserve!) (1) Open and close the Park according to established Park hours. (J) Clean up debrishrash from the and beach amain and around the demised arca. ARTICLE 20, COUNTY PUBLIC PARKING AREA. Any maintenance or supervision of the County PuhliPublic Parking shall be the sale a esponsiing; Area bility of County. Lessee shall have no duties whatsoever with respect to the County ocs will park cars Area, and shall incur no expense or liability with respect thvrBto. veld uiw ntuses 6 Y the Director ofensure that no PePrkn and Recreation.m the public lot during their working hours, unless previously approved ARTICLE 21. NO DISCRIMINATION. The Lessee agrees that there shall be no discrimination as to race, am .color, creed or national origin in its operations under this Agreement; and further, these shall be no diacrirnination regarding any use, service, maintenance, or operation of the Premises. All facilities located on the Premises shall be made available to the public, subject to the right 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 OPERA'T'ION, ETC, The Lessee shall at all titres have a neat and orderly operation and shall maintain all necessary housekeeping services for the Promises. "There shall be no living quarters nor shall anyone be permitted to live on the Premises. ARTICLE 23. HOURS OF OPERATION. Lessee shall open the concession stand(s) no later than 9:00 a.m. and close not earlier than 6:00 p.m., seven (7) days a week, unless otherwise agreed with the Director of Parks and Recreation. The Leasee also agrees to open and close the public Park ftom dawn to dusk unless specifically authorized in writing by the Director of Parks and Recreation to do otherwise or the premises at in use in accordance with Section 8 above. During inclement weather, the Lessee shall use its own best judgment regarding closing the concession. County shall have the right to request Lessee to extend its normal operating hourss to accommodate County -sponsored events for up to 15 hours of such extended operations per year, to require a written guarantec from County of revenues to be generated during such extended hours, in amount(s) to mutually agreed upon by the parties. ARTICLE 24. PRICES. All prices must be visibly displayed to Lessee's customem, , and trust be approved in writing by the Director of Parks and Recreation. The Lessee shall rent or sell only those items approved in writing by the County. ARTICLE. 25. SIGNAGE. Lessee shall, at it sole cost, 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. VM-11CLES IN PARK. Vehicles, other than authorized pedestrian tram, emergency vehicles and authorized construction vehicles, are only allowed in areas where roadways arc provided and vehicles will park only in areas designated for vehicle parking. The Lessee shall have the right to use vehicles on the beach only to load and unload equipment and supplies, and for septic tank maintenance and cleaning. ARTICLE 27. CONTAINERSMIODEGRADABLE. The sale or dispensing of beverage in bottles is not permitted nor shall bottle or glass containers be permitted in the Park. Beverages may be sold or dispensed in cans, plastic, or paper cups, although biodegradable containers are most desired from a County standpoint. The dispensing and use of straws is also prohibited. ARTICLE 29. STORAGE. Lessee agrees that there will be no overnight storage of any kind, west of the Beachside Facilities, unless a special exception is issued by the County. Lessee shall comply with all applicable laws, statutes, ordinances, and local rules, concerning storage on public lands. ARTICLE 29. NO DANGEROUS MATERL4LS, The Leasee shall hot use or permit in the Boardwak Bcacbside facilities, or Park the storage of illuminating oils, oil lamps, turpentine, benzene, naptha, or other similar substances, or explosives of any ldnd, or any substance or articles prohibited in the standard policies of Are insurance companies doing business in the state of Florida. ARTICLE 30. LESSEE NOT TO REMOVE PROPERTY. The Lessee agrees not to rernove any fixtures brought into the Park for the purpose of this Agreement, except such items as may be reasonably necessary for Lessee to meet requirements of : (a) seawral demands; (b) special events conducted by Lessee; and (c) the repair or replacement of property. The parties recognize that Lessee's service requirements under this Agreement shall not be limited or reduced by the removal of its property. Provided Leasee satisfies its obligations tinder this Agreement , it sball , within thirty (30) days after expiration of this Agreement, remove its personal property and equipment from the Premises; provided such removal tan be accomplished without damaging the Premises. Should Lessee fail to remove such personal property and equipment, the County may cause same to be removed and stored at the coat and expense of the Lessee, and the County shall have a continuing lien thereon in the amount of the cost and expense of such removal and storage until paid, and may sell such personal property and reimburse itself for such cost and expense, including the expense of the sale. Article 31. SECUiR 171Y. The Lessee shall provide any security measures which may be required to protect the Beach Facilities, and its equipment and materials. Such security meaaures may not violate local or state law or other restrictions of this Agreement. Article 32. NO LIENS. Lessce agrees that it will not suffcr, or through its actions or time actions of anyone under its control, or supervision, cause to be flied upon the Park any lien or encumbrance. In the event any lien is filed, Lessee agrees to cause such lien to be discharged, satisfied, or bonded -off within sixty (60) days of receiving written notice from the County. Article 33. INSPECTION. The Less" agrees that the concession facilities and Premises essay be inspected at any time by authorized representatives of the County Administrator or by any other state, county, or regency official having responsibilities for inspections of such operations. The Lessee agrees to immediately undertake the correction of any deficiency cited by such inspectors. Article 34. RECORDS AUDIT. The lessee agrees to establish and maintain such records as may be prescribed by the County to provide as evidence that all term of this agreement have been and are being obsavrA The lessee grants to the County the right and authority to audit all records and documents pertaining to the concession operation. Such audit will be conducted at locations and at a frequency determined by the County and communicated to the Lessee. 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. ENFORCEMENT. (A) The parties agree that the County shall have a continuing lien on such personal property or trade fixtwes of the Lessec located at the Clam Pass Park, said lien against such personal property or trade fixtures for the sutra ofwhich may, from time to time, become due and unpaid to the County under this Agreement. Upon default of any required payment(s) by the Lessee, the County shall have the right to take possession of and retain Lessee's personal property and for trade fixtures to the extent of the herein described lien value until the full amount shall be paid, or to sell the same at public auction, and after deducting the expenses of sale and reasonably attorney's fees apply the balance of the proceeds to such payment, and if there should be any deficiency to resort to any other legal remedy available to the County. Simultaneously with the execution of this Agreement to Lessee will furnish the County with two (2) complete UCC•I Statements, to cover such personal property or rental :equipment at Clam Pass Parking in an amount equal to the County's lien under this Agreement, one to be filed locally and one to be filed in Tallahassee. The UCC -I Statement shall evidence the County's secured status for the performance of the Lessee's obligations. Any change or amendment to the UCC -1 Statement(s) indicating different property of Lessee to secure County's lien hereunder shall require a written amendment duly executed by the parties. (B) In the event of any willful violation of this Agreemzast by the Lessce, or if the County or its authorized representative shall deem any conduct on the part of the Lessee to be noted on the Lessee 4ispecdon Report, the County shall notify the Lessee in writing of alleged willful violation or inspection Report notation, and afford the Lessee a reasanable opportunity, of not less than thirty (30) days, to cure alleged violation. After tate requisite cure period, the County shall have the right to suspend the operation of the concession ahould the Lessee fail to correct any such violation, conduct, or practice to the satisfaction of the County. County will not suspend operation during the pendancy of the cure period. The Leasee shall not commence operation during such suspension until rho violation has been corrected to the satisfaction of the County. Article 36. PERPORMANCE BOND. upon executing this Agreement, Lessee shall post with the County a performance bond in the amount of FIFTEEN 711OUSAND (515,000.00) DOLLARS, (Best's Guide of rating of A or above.) The performance bond shall 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 satisfied its obligations under this Agreement Article 37. INSURANCE. [See Article 9) Article 38, INDEMNIFICATION. The Lessee agrees to protect, defend, indemnify and hold harinless the County and its officers, employees and agents from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or relating to any and all claims, liens demands, obligations, actions, proceedings or causes of action of every kind and character with or arising directly or indirectly out of our obligations under this Agreement or our performance of this Agreement. Article 39, PERMIT'S; LICENSES; TAXES. The iesste and the County agree to cooperate and to obtain all required government permits and licenses nocemary for conducting business, and Lessee shall pay for all permits obtained. The Lessee agrees to comply with all laws governing the responsibility of an employer with respect to person employed by the Lessee. The Lessee sball be solely responsible for payment of any and all taxes levied on the concession operation. In addition, the Lessee shall comply with all ruks, regulations and laws of Collier County, the state of Florida, or the U.S. Government now in force or hereafter adopted. Article 40. UTILITMS. (A) The Lessee agrees to pay for all public utilities provided to the 13cwhside Facilities and used within the concession operation, including but not limited to: electric, potable water, sewer and telephone. (B) The Lessee shall, at its own cost, provide any propane gas or other fuels needed for its equipment and operation at the Park, tinder 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. Article4l. MONTHLY REPORT. A monthly report of activities, in it form developed by the Lessee and approved by the Director of Parks and Recreation, shall be submitted to the Director of Parks and Recreation by the 15"` of each month. Article 42. DEFAULT AND TERMINATION. if either party fails to comply with any of the atatetial terms a conditions hereof; and such non-compliance is not cured within thirty (30) days after written notice is given to the nc complying party, the non-ofl'cnding part' may terminate this Agreer> ent. Should County, under � he privleges Agreeme the Less be entitled to declare Lessee in default and terminate the Agreemerrt, then the County may w enter the Premises; for the purposes for which this concession was granted, and the County may oust all parties. present up the Premises attempting to exercise any of the rights so revoked roccupancy naddihon, thfacility Le�ee y Lessee Copt termination of this agreement shall constitute trespass, and may be p , Shot County ONE HUNDRED (sloo.00) DOLLARS per day as liquidated LESSOR shall h traspurrdsby thethe�obligationsiimpos and LESSOR terminate this LEASE during the first twenty-four (24) 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 County to the Lessee shall be deemed duly served ifhand delivered or mailed b registered or certified mail to; Naples Grande Resort 475 Seagate Drive Maples, FL 34103 With a courtesy copy of all legal notices to: L3R Legal Depa rant 545 S. Federal Highway. Ste. 600 Boca Raton, FL 33432 (]3) All notices from the Lessee to the County $hall be deemed duly served if hand delivered or mailed b registered or certified trail to: Director of Parks and. Recreation Parks and Recreation Department 15000 Livingston Road Naples, Florida 34109 (C) The Lessee and the County may change the above trailing addresses at any time .upon giving t other party written notification. All notices under this concession agreement must be in writing. Article 45. Section intentionally deleted Article 46, NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership batwe the County and the Lessee or to constitute the Lessee as an agent of the County. Article 47. ASSIGNMENT. Article 7 herein shall control. Article 48, COOPERATION. The Lcssec agrees to reasonably cooperate with the County in conducting surveys and provide reports of visitor usage of cancession services. Where this Agreement provides for the County to provide for t County to provide a response or perform an act.upon the Lessee's request, the County shall promptly respond or act upon su request, and shall not unreasonably withhold its consent where County consent is required. Any rigbt, power, privilege obligation allocated to the County Administrator under this Agreement, may also be performed by the County Administrator designee. Further, the County agrees to provide the Lessee with advance notice of any special event and tap coordinate w the Lessee regarding same. County also agrees to provide Lessee regarding same. County also agrees to provide Lessee w notice of the availability of plane for any remodeling of the Be achside Facilities or the Boardwalk. Article 49. FORCE NA]EURE. hi the event of major storm, red tides, hurricanes or other such ocourrenees, the Cour shall remove or cause to be removed any and all debris from Clam Pass Park and associated County facilities when deem feasible by the County. Article 50. A170RNEY'S FEES. In the event it becomes necessary for either party to litigate in order to enforce rights under the terms of this Agreement, than the prevailing party shall be entitled to reimbursement from the other party its costs and reasonable attorney's fees, including those incurred during appellate Proceedings. Article 51. WAIVER. No waiver or broach of any covenant or condition of this Agreement sire]l be taken to constitute waiver of any subsequent breach of such covenant or condition nor to justify or authorize the non -observance an any Ott occasion of the same or any other covenant or condition hereof, nor shall the inaction of County at any time when Less= is default hereof be construed as a waiver of such default or County's rights to terminate this Agreement duo to such default, n shall any waiver of indulgancc granted .by County to Lessee be taken as an estoppel against County. Article 52. WAIVER OF LOSS FROM HAZARDS. The Lessre hemby expressly waives all claims against the Cour for loss or damage sustained by the Lessee from or by the public, its guests and patrons. Article 53. CONFLICT AND SEVERABILITY. The parties agree that in case any one or more of the provisio contained in this Agreement shall be held invalid, illegal or unceforomble. in any respect, such invalidity, illegality, unenforceabilityshall not effect any other provisions thereof, and said Agreement shall be construed as if such lavalid, illel or unenforceable provisions had never been contained therein. Article 54. ENTIRE UNDERSTANDING. This Concession Agreement contains the final and entire understanding a ugreemcnt between the parties hereto, and supersedes any prior concession agreement or extensions thereof between su parties or any terra, statement, representation, warranty or condition, oral or written, not contained in this AgrrAme However, the Beach Access Facilities Agreement of November 15, 1483 shall not be affected by this Agreement except expressly provided herein . Any modification of this Agreement must be in writing and signed by both parties. Article 55. FLORIDA LAWS. This Agreement shall be construed and enforced in accordance with the laws of the ser of Florida, Lessee must be registered to conduct business in the state of Florida and be able to furnish satisfactory proof such registration. Article 56. COMPONENT PARTS. This Agreement consists of the fotlowing component parts attached hereto, on component being a part of this Agreement as if herein set out verbatim: (A) Insurance Certifieate(s); and (13) Performance Bond. (C) Exhibit "A" ARTICLE 57, &Mnocr of s LESSEE shall deliver up and surrender to LESSOR possession of the Demised Premises and any 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 tsar and damage by fire or the clemants beyond LESSEE'S control excepted. ARTICLE 58. General Provisions LESSEE expressly agrees for itself, its successor and assigns, to refrain from any and all use of the Derniaed Premises which would interfere with or adversely affect the operation or maintenance of LESSOR`S operations where any such operations share common facilities or otherwise. (a) Rights 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 rental of the Dernised Premises to the extent applicable under law. (c) LESSEE agrees to pay all intangible personal property taxes that may be 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 Premists. ARTICLE $9. Environmental Conccros LESSEE represents, warrattts and agrees to inderrutify, reimburse, defend and hold harmless LESSOR, from and against all costs (including attorneys fees and all appeals) asserted against, imposed on or incurred by LESSOR directly or indirectly pursuant to or in connection with the application of any federal, state, local or common law relating to pollution or harm to the environment directly caused by and li:n1md to the Lessee. ARTICLE 60. Radan_G3ms In compliance with Section 404.056, Florida Statutes, all parties are hereby made aware of the following: Radon is a naturally occurring radioactive gas that, when it has aceumulated 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 61. General Provisions 10 LESSOR fully understands that the police and law enforcement security protection provided by law enforcement agencies to the Demised premises is limited to that provided to any other business or agency situated in Collier County, and LESSOR acknowledges that any special scourity measures dermad necessary for additional protection of the Demised Premises shall be the sole responsibility and cost of LESSOR and shall involve no cost or expense to LESSEE. ARTICLE 62, BUtnLeLlim All ptsavns to whom these prracnts may come are put upon notice that no interest of the LESSOR in the Demised Premises shall be subject to liens for improvements made by the LESSEE, also liens for.irnprovenknts made by the LESSEE are specifically prohibited from attaching to or becoming a lion on the interest of the LESSOR in the Demised Promises or any part of either. This notice is given pursuant to the provisions of and in compliance with Section 713.10, Florida Statutes. ARTICLE 63. Eik*tive Date This Lease shall become effective upon execution by both LESSOR and LESSEE. ARTICLE 64. Govemin>z Law This Lease shall be governed by, and construed in accordance with, the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have hereunder set forth their hands and seals. AS TO THE LESSOR: BOARD OF COiiNTY COWJMSIONERS COLLIER COUFLO �C• BY: James Coletta, Chairman LESSEE: LeMll Partners, L,L.C, dllda Naples Grande Resort & Club DATED:&J-phric �2' AC07 '/ WfINESS (signature) Namiln CAPS (prit name) /WITNESS (signr"IWroftu .P;..r re• ffi e. i./ A s EXHIBIT A