Snook_Haven_Concession_Contract_and_Amendments_2013-227.pdf

CONTRACT No. 2tJ/3- 22'( ecc APPRoveo \ I e. 1 \ ~ r I

CONCESSION AGREEMENT

Snook Haven Facility

JMIS CONCESSION AGREEMENT, hereinafter referred to as the "Agreement", made and entered into this ~ay of~ , 201J by and between Sarasota County, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY", and Venice Pier Group, Inc, a Florida Corporation, hereinafter referred to as the "CONCESSIONAIRE".

WITNESSETH:

WHEREAS, On March 16, 2006 the COUNTY acquired a 2.5 acre property that was improved with a restaurant, boat ramp, band shell, five (5) I-story cottages, numbered I through 5, and a 2-story residential building commonly known as Snook Haven, located at 5000 E. Venice Ave, Venice, FL, together the land and the improvements are known as the "Property", as described and depicted in Exhibit A, Legal Description and Survey attached hereto and incorporated herein; and

WHEREAS, the COUNTY will retain exclusive use of cottages 3 and 4 and the 2- story residential building, hereinafter referred to as the "County Area", as depicted in Exhibit B, attached hereto and incorporated herein; and

WHEREAS, the CONCESSIONAIRE will have exclusive use of cottage I and 2, the restaurant, and the band shell hereinafter referred to as the "Concession Area", as depicted in Exhibit C, attached hereto and incorporated herein;

and

WHEREAS, the COUNTY will designate the remaining areas of the Property, including but not limited to cottage 5 (the new restroom facility), the boat docks, the boat ramp, the parking areas and the kayak launch area as common property, hereinafter referred to as the "Common Area", as depicted in Exhibit D, attached hereto and incorporated herein; and

WHEREAS, On May 25, 2012, the COUNTY advertised a Request for Proposals (#12207400), for Concession Services, hereinafter referred to as "Services"; and

WHEREAS, the COUNTY evaluated the three (3) proposals submitted and deemed Venice Pier Group, Inc., to be the most qualified; and

WHEREAS, the CONCESSIONAIRE has read and understands the requirements of this Agreement and is qualified, willing and able to provide and perform all Services in accordance with its terms;

NOW, THEREFORE, the COUNTY and the CONCESSIONAIRE, in consideration of the mutual covenants contained herein, do agree as follows:

1. RECITALS

The above recitals are true and correct and by this reference are incorporated herein.

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2. AUTHORITY

a. Michael Pachota (President) and Justin Pachota, as Officers of Venice Pier Group, Inc., have the legal right, power, authority and capacity to execute and deliver this Agreement. Copies of the Articles of Incorporation and By-Laws of Venice Pier Group, Inc., with all amendments hereto, have been furnished to Sarasota County, and such copies are warranted to be accurate and complete as of the date hereof.

b. Michael Pachota and Justin Pachota, are key personnel necessary for the successful performance of this Agreement. Venice Pier Group, Inc. shall not reassign, replace or remove Michael Pachota and Justin Pachota without the prior written consent of Sarasota County.

c. The Principals represent that they have disclosed any criminal convictions in the past ten ( 1 0) years for fraudulent or dishonest dealings or those violations involving moral turpitude prior to entering into this Agreement and will continue to uphold themselves to the highest ethical and moral standards in all dealings, both professionally and personally. The CONCESSIONAIRE will notify Sarasota County within five (5) days of any new misdemeanor and/or felony charges and within thirty (30) days of any plea of guilty or nolo contendere to any felony for the term of this Agreement that involves the key personnel of the Company. Any convictions that occur during the term of this Agreement will be reviewed by the COUNTY to determine necessary actions. Failure to disclose pending or past criminal history for any reason, whether due, but not limited to any omission, intentional falsification or any failure to disclose for any reason, this Agreement may, at the sole discretion of the COUNTY be terminated at any time.

3. TERM

a. The Date this Agreement is executed by all the parties shall hereinafter be referred to as the "Effective Date". The CONCESSIONAIRE shall provide Services for an initial term of five (5) years, beginning thirty (30) days from the Effective Date, ("Commencement Date"). Subject to written agreement by both parties, this Agreement may be renewed for an additional five (5) years. If CONCESSIONAIRE wishes to renew this Agreement it must give the COUNTY no less than ninety (90) days written notice of its desire to renew. The COUNTY shall have sixty (60) days to respond to said request. The initial term and any subsequent renewals shall hereinafter be referred to as "Concession Term". Renewal shall not be unreasonably denied as long as the CONCESSIONAIRE is in compliance with all terms, conditions and covenants of this Agreement.

b. The CONCESSIONAIRE shall voluntarily quit its use of the Concession Area on the expiration date of this Agreement, or any renewal thereof, in a similar or better condition than existed at the commencement of this Agreement. Unless the COUNTY and the CONCESSIONAIRE shall otherwise agree, at the time of expiration of this Agreement, all fixtures added to the Concession Area shall become the property of the COUNTY, at no expense to the COUNTY. All fixtures shall become property of the COUNTY.

Further, the COUNTY shall not be required to provide notice to the CONCESSIONAIRE to quit the Concession Area upon expiration of this Agreement.

c. The CONCESSIONAIRE covenants and agrees that it will operate and conduct business within the Concession Area, continuously and uninterruptedly during the term of this Agreement, the business

Page 2 of18 which it is required to operate and conduct under the provisions hereof, except while the Property is un useable by reason of fire or other unavoidable casualty, or force majeure, as defined in Section ll.d.l.

The CONCESSIONAIRE will at all times keep and maintain within and upon the Concession Area an adequate stock of merchandise and trade fixtures and have sufficient personnel to service and supply the usual and ordinary demands and requirements of its customers.

4. COMPENSATION

a. The CONCESSIONAIRE shall pay compensation to the COUNTY in the amount of three hundred dollars ($300) for the first month and three thousand dollars ($3,000) per month for months' two through twelve of the Concession Term and pay compensation in the amount of six thousand dollars ($6,000) per month for months' thirteen through sixty of the Concession Term, as well as any subsequent renewal, hereinafter referred to as "Monthly Payment".

b. Additionally, the CONCESSIONAIRE shall pay to the COUNTY, seven percent (7%) on a monthly basis, of gross annual sales over one million dollars ($1 ,000,000) in any year of the Concession Term, hereinafter referred to as "Percentage Payment". Amounts will be computed using the calendar year.

c. The CONCESSIONAIRE shall make the first Monthly Payment to the COUNTY on the Commencement Date of this Agreement (pro-rated to the first of the next month). Subsequent payments shall be due on the first day of each month following the Commencement Date. The CONCESSIONAIRE will begin making the Percentage Payment in the first month gross annual sales reach one million dollars ($1,000,000) and every month thereafter for the remainder of that calendar year. The Percentage Payment shall be due thirty (30) days from the end of the previous month.

5. REPORTING

a. The CONCESSIONAIRE shall submit monthly statements of gross receipts from all categories of income in a format provided by the COUNTY by the 25th of the following month. Within sixty (60) days after the end of an operating year, the CONCESSIONAIRE shall submit income statements for the past year's operation. The CONCESSIONAIRE will also be required to submit monthly sales tax returns, Quarterly Federa1941 returns, and State UCT-6 returns, all evidenced by proof of payment oftaxes due, if applicable. The CONCESSIONAIRE shall submit evidence that all Federal Tax Returns and any taxes due have been filed. A letter from the CONCESSIONAIRE'S accountant shall satisfy this requirement.

The documents will be due to the COUNTY on the 15th day following the deadline of any filing.

b. For the term of this Agreement, the CONCESSIONAIRE shall permit the COUNTY (including legal counsel and accountants) to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations, to all leased premises, personnel, books, records, contracts with sub contractors if applicable, and documents.

6. SECURITY DEPOSIT

a. The CONCESSIONAIRE shall pay to the COUNTY a $30,000 cash security deposit as security for CONCESSIONAIRE's performance of all obligations under this Agreement. The COUNTY will hold the deposit in a non-interest bearing account. Twelve months from the execution of this Agreement, provided

Page 3 of18 sjalwan Highlight the CONCESSIONAIRE has satisfactorily performed and complied with terms of this Agreement the CONCESSIONAIRE shall be entitled to request a credit of up to $12,000 to be applied to future payments. Notwithstanding the application of such credits, the security deposit shall not be reduced below $18,000 for the remaining term of this Agreement.

b. The CONCESSIONAIRE shall procure and maintain a Cash Payment and Performance Bond in the amount of $50,000 for the first thirty-six months of the Agreement. The Bond may be cancelled after thirty-six months as long as the CONCESSIONAIRE is in compliance with all terms of this Agreement.

7. PENALTIES

a. The CONCESSIONAIRE shall be subject to a late fee of 10% for any Monthly Payment or Percentage Payment received more than ten (10) days after due date as described in Section 4.c. ofthe Agreement.

b. The CONCESSIONAIRE shall be subject to a late fee of $25 per month for every month a report, as described in Section 5 .a., is more than ten (1 0) days late.

8. STAFFING AND CUSTOMER SERVICE REQUIREMENTS

a. The CONCESSIONAIRE'S staffmust-comply with the following guidelines:

1. The CONCESSIONAIRE shall provide the COUNTY their staff dress code for approval within fifteen (15) days from the Commencement Date.

2. The CONCESSIONAIRE'S staff must refrain from the use of profanity, inappropriate jokes and other behavior considered to be in poor taste when in the presence of the public or other staff.

3. The CONCESSIONAIRE'S staff must not be under the influence or have possession of any illegal drugs while on the Property.

The CONCESSIONAIRE shall make their staff aware of all expectations and shall be responsible for the discipline and, if necessary, discharge of any or all personnel in violation of the guidelines. The CONCESSIONAIRE shall also provide competent supervision to direct the activities of the staff.

b. Exceptional customer service is essential at all times. The CONCESSIONAIRE agrees to implement a system to gauge customer satisfaction and make the results of such system available to COUNTY for review upon request. The CONCESSIONAIRE must train all employees of expected customer service standards and must have disciplinary actions if policy is violated. Staff is prohibited from purchase or consumption of alcoholic beverages on the Property while on duty.

c. If the CONCESSIONAIRE is using sub-contractors to provide services that require direct contact with the public, such sub-contractors will be required to be approved by the COUNTY. All sub-contractors will need to be appropriately licensed to provide such services and maintain sufficient levels of insurance.

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d. At a mmtmum, the CONCESSIONAIRE shall provide adequate levels of personnel to provide professional and prompt service to customers. All expenses associated with the CONCESSIONAIRE'S staff shall be borne solely by the CONCESSIONAIRE.

9. HEALTH/SAFETY AND ENVIRONMENTAL

a. The COUNTY is in the process of installing central water and sewer to the Property. The scheduled work shall be completed within the first 36 months of the Agreement. Prior to the completion of this construction, the CONCESSIONAIRE agrees to use environmentally friendly, bio-degradable when possible and cost effective, disposable serving items, to include plates, cups and flatware as well as the use of energy efficient appliances, the employment of energy efficient and water conservation measures and the use of environmentally friendly cleaning products and waste management practices. The COUNTY will provide two (2) ADA compliant portable toilets to the Property until the central utilities are installed. In the event any additional toilets are required for normal operation it shall be the responsibility of the CONCESSIONAIRE to provide portable toilets. Portable toilets must be placed at a minimum of fifty (50) feet from the Myakka River top-of-bank. Upon completion of the central water and sewer installation, CONCESSIONAIRE will be responsible for payment of all monthly water and sewer usage billing at the Concession Area and to the new Restroom Facility.

b. The CONCESSIONAIRE shall respect the historical and natural resources present on the Property, to preserve the historic nature of the Property and agrees to comply with all Federal, State and Local laws and ordinances in addition to the Florida Department of Environmental Protection's Myakka River Wild and Scenic River Rule as well as any applicable Federal, State and Local rules and regulations including, but not limited to those related to mowing, maintenance, landscaping and operations of the Property and grounds. CONCESSIONAIRE will abide by all rules and regulations regarding The Myakka River Wild and Scenic River Rule, these rules and regulations can be found on the internet by following the links provided below: https://www.flrules.org/gateway/chapterhome.asp?chapter=62D-15 and The Myakka River Protection Zone, which can be found in the Sarasota County Code of Ordinances, Article XXI. Sec.

54-70 I to Sec 54-704, http://library.municode.com/index.aspx?clientld= ll511.

c. The CONCESSIONAIRE shall comply with all Federal, State and Local laws regarding the safe handling, preparation and service of food and drink. If the CONCESSIONAIRE receives an unfavorable inspection including a major infraction as designated by from any regulatory body, the CONCESSIONAIRE must notify the COUNTY in writing within 24 hours of notice. The CONCESSIONAIRE must also notify the COUNTY when the infractions have been corrected. The CONCESSIONAIRE is required to keep all food and alcohol service licenses current and in good standing.

d. The CONCESSIONAIRE agrees that the Concession Area may be inspected at any time by authorized regulatory bodies including but not limited to the Department of Health. If the Concession Area or any part thereof, is found in unsatisfactory condition and is closed as a result, the CONCESSIONAIRE will have five (5) calendar days to remedy and re-open.

e. The CONCESSIONAIRE hereby warrants and represents to the COUNTY that the CONCESSIONAIRE will comply with all Federal, State and Local environmental laws and regulations relating to the use, storage or disposal of hazardous materials, hazardous or toxic substances, hazardous waste or other environmentally regulated substances (including, without limitation, any materials containing asbestos)

Page 5 of18 by the CONCESSIONAIRE or its agents, employees, contractors, sub-contractors or assigns. The CONCESSIONAIRE further warrants and represents to the COUNTY that the CONCESSIONAIRE will obtain and maintain all licenses, penn its and approvals required with respect to its use of the Property and any environmentally regulated substances used in connection therewith. The CONCESSIONAIRE shall transmit to the COUNTY copies of any citations, orders, notices or other communications received with any respect to any hazardous materials, hazardous or toxic substances, hazardous wastes or any other environmentally regulated substances affecting the Property. The CONCESSIONAIRE shall indemnify and hold the COUNTY hannless from and against any and all damages, penalties, fines, claims, liens, liabilities, costs, judgments and expenses (including attorney's, consultant' s or expert's fees and expenses) incurred by or asserted against the COUNTY as a result of any warranty or representation made by the CONCESSIONAIRE in this paragraph being false or untrue in any material or respect or as a result of any requirement under any Federal, State and Local law, regulation or ordinance that requires the elimination or removal of any Hazardous Materials, hazardous or toxic substances, hazardous wastes or other environmentally regulated substances. The CONCESSIONAIRE will comply with all applicable laws and regulations relating to the use, storage or disposal of hazardous materials, hazardous or toxic substances, hazardous waste or other environmentally regulated substances (including, without limitation, any materials containing asbestos). Nothing in this Agreement shall be deemed to reduce or eliminate the liability that the CONCESSIONAIRE may otherwise have under such laws and regulations.

f. The COUNTY warrants to the best of the COUNTY's knowledge that there are no hazardous substances (including asbestos) at the Property.

g. The CONCESSIONAIRE shall utilize Sarasota County's Integrated Pest Management (IPM) Guidelines for least toxic method of controlling pests, a copy of which will be provided upon execution of this Agreement. This is considered best practice, with the exception of restrictions set forth by The Myakka River Wild and Scenic River Rule.

h. The CONCESSIONAIRE shall not pennit any offensive odors or excessive exhaust fumes to emanate outside the Concession Area. In the event offending odors, excessive or exhaust fumes do so emanate, the COUNTY may, after providing written notice, take such actions as it deems necessary, in its reasonable discretion, to prevent such emanation of odors or exhaust fumes, and the CONCESSIONAIRE shall be liable for any reasonable expenses incurred by the COUNTY for such attempts at preventing the emanating odors, exhaust or fumes, as Additional Rent; the CONCESSIONAIRE shall not allow any nuisances, public or private, the Concession Area, or any use of the Concession Area which is a source of annoyance, disturbance or embarrassment to the COUNTY which is deemed by the COUNTY as not in keeping with the character of the Property. This does not include cooking fumes or odors that emanate from the nonnal operation of a restaurant and ancillary facilities.

i. The CONCESSIONAIRE shall not use the Property for any unlawful purpose or in violation of any Federal, State and Local laws or regulations, insurance requirements or any certificate(s) of occupancy and not to suffer any dangerous article to be brought on the Property unless safeguarded as required by law.

j . The CONCESSIONAIRE shall report to the COUNTY all calls to Fire, Police and/or Emergency Medical Services regarding the Property within 24 hours of said call.

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k. The COUNTY or its Administrative Agent shall have the right to close the Concession Area whenever, in the sole opinion of the COUNTY, climatic, health or structural related hazards make human health or safety a concern. If the closure is for a period exceeding five (5) days, the parties may negotiate a pro rated reduction in CONCESSIONAIRE'S compensation to the COUNTY.

10. ALTERATIONS, MAINTENANCE AND REPAIR

a. The CONCESSIONAIRE agrees to make a capital investment of $200,000 for improvements to the Property or the purchase of equipment for the Property in the first sixty (60) months of the Agreement.

The CONCESSIONAIRE shall spend a minimum of $40,000 per year during the first sixty (60) months ofthe Agreement for such improvements or equipment. If more than $40,000 is spent in any one year, a credit in the amount of the excess will be given toward subsequent year(s) required expenditures. The expenditure may include kitchen equipment, furnishings for the restaurant and bar to include tables, chairs, stools and other restaurant refurbishment, kayaks, canoes and a river tour boat. Within 15 days of execution of the Agreement, the CONCESSIONAIRE shall submit a five year plan for the expenditure.

The CONCESSIONAIRE shall provide the COUNTY with copies of receipts. All of the above expenditures involving the Property must be approved in advance by the COUNTY.

b. The COUNTY shall have access to all areas of the Concession Area to make necessary connections involved with the installation of the central utilities and to perform repairs, maintenance and/or inspect any repairs and/or maintenance performed by the CONCESSIONAIRE to the Concession Area.

c. The COUNTY shall perform maintenance on the road from the Property to River Road one (1) time per month. It is the responsibility of the CONCESSIONAIRE to provide maintenance on the road if needed more frequently. The road from River Road to the Property is not a public road. Patrons of the Concession Area are permitted to use the road to the Property for ingress and egress only.

d. The COUNTY shall be responsible for vegetation maintenance and/or planting within the 50 foot river protection zone extending landward from river's edge.

e. The COUNTY shall be responsible for the maintenance and repair, if necessary, ofthe septic system. The COUNTY shall also be responsible for pumping the septic system four (4) times per year until such time as central utilities are brought to the Property.

f. The COUNTY shall be responsible for the reverse osmosis storage tank transport and disposal until the time central utilities are brought to the Property.

g. The COUNTY shall be responsible for maintenance and repair of the exterior grease trap, as necessary.

The COUNTY shall be responsible for pumping two (2) times per year unless the malfunction of the grease trap causes additional pumping that is deemed to be no fault of the CONCESSIONAIRE. If more frequent pumping is required, The CONCESSIONAIRE shall be responsible for any additional pumping.

h. The COUNTY shall be responsible for the maintenance and repair of the lift station until such time as central utilities are brought to the Property. The lift station will be removed upon completion of the improvements.

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i. The COUNTY shall be responsible for the maintenance and repair of the Water Plant until such time as central utilities are brought to the Property.

j. The COUNTY shall be responsible for the maintenance and repair of the exterior structural portion of the Concession Area including the exterior walls, roof and deck as deemed necessary by the COUNTY. The COUNTY shall be responsible for the exterior plumbing and electrical systems. Exterior plumbing and exterior electrical systems shall mean all plumbing and electrical that is outside the walls, roof and flooring of the buildings located in the Concession Area.

k. The COUNTY shall be responsible for the repair and maintenance of the plumbing, electrical, fixtures and the structure ofthe restroom facility.

I. The COUNTY shall make necessary repairs and/or maintenance to the Ansul System, the kitchen exhaust hood, the plumbing and the propane system as outlined in the Snook Haven Inspection Report dated 10/26/2012. The COUNTY shall repair holes to prevent pests and repair screen door, also as defined in the inspection report. These repairs will be made prior to opening of the restaurant. Per the inspection report, the CONCESSIONAIRE shall repair the air conditioning and handle the landscape clean-up and maintenance with the guidance of the COUNTY.

m. The CONCESSIONAIRE shall be responsible for all modifications to the plumbing and electrical, both interior and exterior, as a result of any modification, improvement or upgrade to the Concession Area.

n. The CONCESSIONAIRE shall be responsible for the maintenance and repair of the interior of the buildings located within the Concession Area, and the following systems including but not limited to the interior plumbing, interior electrical and the air conditioning system. The CONCESSIONAIRE shall also be responsible for all kitchen and bar equipment and the existing restrooms at the Restaurant.

o. The CONCESSIONAIRE shall be responsible for daily clean-up of the Concession Area and maintenance of the grounds at the Property including but not limited to trash pick-up, mowing, edging, parking areas, interior roadways and general upkeep. The CONCESSIONAIRE shall consult with the COUNTY before installation of any road or fill materials within the boundaries ofthe Property.

p. The CONCESSIONAIRE shall consult with the COUNTY prior to any tree trimming, landscape installation, shoreline maintenance and the addition or removal of any plantings and/or vegetation.

q. The CONCESSIONAIRE shall be responsible for cardboard recycling and pick up and providing a trash dumpster or dumpsters.

r. The CONCESSIONAIRE shall be required to use a COUNTY approved Contractor and obtain a W-9 and a Certificate of Liability from the Contractor when making repairs to any and all COUNTY owned facilities and equipment at location. The CONCESSIONAIRE is required to notify the COUNTY in advance whenever possible of any repair(s) being made. If an emergency repair is made, the CONCESSIONAIRE shall notify the COUNTY within 48 hours of the repair(s).

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s. The CONCESSIONAIRE shall keep the Concession Area, including all outside dining areas and tables, in a clean and sanitary condition at all times and shall cleanse, disinfect, fumigate and deodorize the same on a regular basis. Any and all chemicals used shall be "Green Seal Certified" (http://greenseal.org/standards/industrialcleaners.htm), unless otherwise authorized by the COUNTY. A list of all intended cleaning products shall be submitted to the COUNTY no later than one (I) day prior to the first day of the Concession Term. The Green Seal Certification shall appear on each container. All chemical mixing or diluting shall be done to manufacturer's specification and at no other ratio. All chemicals will be used as directed, specific to design and function. All cleaning activity shall employ the proper chemical designed for that purpose. No aerosols or acid content chemicals are permitted unless otherwise stated herein, or subsequently approved in writing by the COUNTY. All cleaning chemicals used shall not overtly or negatively impact indoor air quality. The CONCESSIONAIRE shall be totally responsible for any damage due to chemical cleaning because of negligence on its part or on the part of its employees, agents, and representatives to any person and/or property.

t. The CONCESSIONAIRE shall not paint, display, inscribe, affix, or make changes to any existing sign, fixture, advertisement, notice, lettering or direction on any part of any buildings or other structures located at the Property without the prior written consent of the COUNTY which shall not be unreasonably withheld. Signs shall not be affixed to any trees within the boundaries of the Property at any time.

u. All built-in fixtures added to the Concession Area by either party shall immediately become the property of COUNTY and shall remain upon and be surrendered with the Concession Area as part thereof at the end of the Concession Term except that COUNTY shall have the right to require CONCESSIONAIRE to remove any such improvements at the end of the Concession Term at the sole cost of CONCESSIONAIRE, and restore the Concession Area to its condition prior to the improvements as reasonably determined by the COUNTY.

v. The CONCESSIONAIRE shall accept the Concession Area in its "AS IS" condition as of the date ofthis Agreement, and it is understood and agreed that the COUNTY will not make or pay for, and is under no obligation to make or pay for, any structural or other alterations, decorations, additions or improvements in or to the Concession Area.

w. In the event the improvements in the Concession Area are totally or partially destroyed by fire, by act of God, as defined in Section ll.d.l, or other casualty, or any substantial portion of the Concession Area is so damaged or destroyed thereby rendering same unfit for the CONCESSIONAIRE'S purposes for at least sixty (60) days, the CONCESSIONAIRE may terminate this Agreement upon sixty (60) days written notice to the COUNTY and the rights of all parties hereunder shall cease, except such rights and liabilities as may have accrued to the date of such destruction. If the property can be restored in a reasonable time period, and the CONCESSIONAIRE does not elect to terminate the Agreement, then the CONCESSIONAIRE'S Base Compensation during the period of partial or full destruction shall be abated in proportion to the destroyed portions of the Concession Area.

11. DEFAULT/TERMINATION

a. If default shall at any time be made by the CONCESSIONAIRE in the payment of compensation when due to the COUNTY as herein provided, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by the CONCESSIONAIRE and if said default shall continue for fifteen (IS) days after written notice thereof shall have been given to the CONCESSIONAIRE by the COUNTY without correction thereof then having been commenced and thereafter diligently prosecuted, the COUNTY may declare the term of this Agreement ended and terminated by giving the CONCESSIONAIRE written notice of such intention, and if possession of Concession Area is not surrendered, the COUNTY may re-enter Concession Area. The COUNTY shall have, in addition to the remedy above provided, any other right or remedy available to the COUNTY on account of any the CONCESSIONAIRE default, either in law or equity. The COUNTY shall use reasonable efforts to mitigate its damages.

b. An incurable default under this Agreement shall be defined as the occurrence of any one or more of the following events. If any such incurable default occurs, no cure period will apply and the COUNTY shall give the CONCESSIONAIRE thirty (30) days notice to vacate:

1. If the CONCESSIONAIRE refuses to take possession of the Concession Area on the Commencement Date;

2. If any execution, levy, attachment or other process of law occurs upon the CONCESSIONAIRE'S goods, fixtures or interest in the Concession Area with the exception of the automatic stay provision of the Act;

3. If an Act of Bankruptcy occurs; The COUNTY reserves the right to terminate and cancel this Agreement in the event the CONCESSIONAIRE shall be placed in either voluntary or involuntary bankruptcy or an assignment made for the benefit of creditors.

4. If the Concession Area is closed for a period greater than fifteen (15) consecutive days due to the fault of the CONCESSIONAIRE, other than the fourteen consecutive days per year as referenced in Section 12.g.

5. If the CONCESSIONAIRE assigns, conveys, transfers, sublets or otherwise disposes of this Agreement or any change is made to the Corporate structure or Officers of Venice Pier Group, Inc., without the COUNTY'S prior written consent. The COUNTY will consider an assignment to a wholly owned subsidiary of Venice Pier Group, Inc. In the event the COUNTY approves such an assignment, Venice Pier Group, Inc. shall remain as a guarantor of any such assignee's performance.

c. In the event of termination for default, the CONCESSIONAIRE shall return the Concession Area to the COUNTY no later than the date indicated on the written notice from the COUNTY. Every improvement of any nature, including equipment, made to the Concession Area by the CONCESSIONAIRE shall become the property of the COUNTY. The CONCESSIONAIRE may with the consent of the COUNTY remove its inventory and personal property prior to the termination date. However, should the Concession Area be damaged by the CONCESSIONAIRE in effectuating such removal, said damage shall promptly be repaired by the CONCESSIONAIRE at its sole expense. Should the CONCESSIONAIRE fail to remove any inventory or personal property prior to the termination date, said inventory and personal property shall become the property of the COUNTY and the COUNTY shall have the right to dispose of same at public sale and without liability to the CONCESSIONAIRE.

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d. In the event that the item of default is of such a nature that it cannot be remedied within the time limits herein set forth, then the COUNTY and the CONCESSIONAIRE may agree to provide such additional time as is reasonably necessary to cure such default, provided the CONCESSIONAIRE diligently commences the curing of such default within said time limits and proceeds to completely cure the same in a timely and diligent manner. If, by reason of force majeure, the CONCESSIONAIRE is unable to perform or observe any ofthe terms and condition of this Agreement, which would give rise to an item of default set forth above, the CONCESSIONAIRE shall not be deemed in default during the continuance of such inability. The term "Force Majeure" shall mean, without limitation, the following:

I. Acts of God, such as natural fires, floods, hurricanes, tornados, epidemics; or an event beyond the CONCESSIONAIRE'S control, such as major workers strikes, government shut down; or other major catastrophic events. Except as otherwise expressly provided herein, neither party shall be liable for any delay due to causes not reasonably within its control, including but not limited to, acts of civil or military authority, including courts and regulatory agencies, acts of God, war, riot or insurrection, blockades, embargoes, sabotage, epidemics, fires, floods, strikes, lockouts or other labor difficulties, provided such labor difficulties do not arise from inequitable labor practices. In the event of any delay resulting from such causes, the time for performance hereunder shall be extended for a period of time reasonably necessary to overcome the effect of such delays. This shall constitute the sole remedy to either party in the event of such delays.

2. Any cause, circumstance or event not reasonably foreseeable or within the control of the

CONCESSIONAIRE.

12. FACILITY OPERATIONS

a. The Concession Area shall be used by the CONCESSIONAIRE solely to carry on its business permitted by the COUNTY to include:

I. Sale of food and beverages to include beer and wine.

2. Retail Operations. Cottage I and 2 are to be provided for that purpose. The CONCESSIONAIRE acknowledges that the plumbing in the cottages is non-functioning and the CONCESSIONAIRE shall not utilize the plumbing until COUNTY informs CONCESSIONAIRE that all connections have been made and plumbing can be utilized.

3. Kayak/Canoe Rentals and/or Tours.

4. Tour Boat Operation.

5. Sale of fishing equipment and bait.

6. CONCESSIONAIRE sponsored Special Events and/or Programs, either one (I) time or recurring.

b. Cottage 5, located within the Common Area, is being converted into the Restroom Facility for the Property as depicted in Exhibit E, attached hereto and incorporated herein. Once the restrooms are complete it shall be the responsibility of the CONCESSIONAIRE to maintain in a clean and sanitary manner and stock restrooms with necessary supplies including paper products. The restroom facility shall remain closed until such time as the central utilities are brought to the Property. The COUNTY will give the CONCESSIONAIRE a credit of $200.00 a month toward the rent for the payment of utilities and cleaning the restrooms and for supplies including paper products.

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c. CONCESSIONAIRE shall be responsible for the cost of all utilities to the Property excluding the COUNTY Area, including but not limited to electricity, central water, central sewer, phone service and internet service.

d. The COUNTY reserves the right to offer tours and/or special events at the Property. These tours and/or events will be coordinated with the CONCESSIONAIRE to minimize any impact on the CONCESSIONAIRE's operation and will not offer any of the services currently offered by CONCESSIONAIRE. Tours and/or special events with an anticipated participation of one hundred (1 00) persons or more shall require mutual consent of both parties. The COUNTY shall give the CONCESSIONAIRE a minimum of thirty (30) days notice.

e. The CONCESSIONAIRE may hold special events and/or programs. The CONCESSIONAIRE shall be responsible to obtain all necessary pennits and/or licenses to hold special events and/or programs.

f. The sale of beer and wine is pennitted at the Property. The sale of any other alcoholic beverage is prohibited. It is the responsibility of the CONCESSIONAIRE to have the appropriate licensing and insurance required. In addition the CONCESSIONAIRE must meet the following requirements:

1. The CONCESSIONAIRE must have a written policy on serving alcohol to employees and customers. It must include policies and procedures regarding non-service to minors and intoxicated persons and actions taken if employees are found to be selling and/or serving alcohol to a minor. It also must include the procedures for handling violent or disruptive patrons. A copy of the policy is to be furnished to the COUNTY for review.

2. Minimum Age Limit signs must be posted.

3. Staff is required to check identification of customers in accordance with alcohol policy prior to selling or serving alcohol.

g. The CONCESSIONAIRE agrees to operate the Concession Area no less than eight (8) hours per day, seven (7) days per week during the months of January, February, March, April and May and nine (9) hours per day, six (6) days per week allowing for closure on Mondays during June, July, August, September, October, November and December, except the concession area may be closed for up to fourteen (14) consecutive days in any twelve (12) month period. The closure may take place during June July, August, or September with sixty (60) days prior notice to COUNTY.~ The Concession Area can also be closed on Thanksgiving Day and Christmas Day. Notwithstanding the proceeding, the Concession Area may be closed due to hazardous weather conditions or due to any threat to human health and safety.

If the closure is for an extended period oftime, greater than five (5) consecutive days, except as pennitted above, and is not otherwise due to the fault of the CONCESSIONAIRE, the COUNTY's Administrative Agent may negotiate a pro-rated reduction in the CONCESSIONAIRE'S compensation to the COUNTY.

Any modification to the proposed schedule will require the prior written consent of the COUNTY'S Administrative Agent.

h. The CONCESSIONAIRE shall be responsible to open and close the park gate daily. The minimum hours the gates are to be open are daily from dawn to dusk.

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i. All products offered shall be of excellent quality and adequate quantity. All prices charged shall be reasonable and representative of those charged elsewhere in the area for similar products or services.

Food and drink selection should include healthy options.

j. The CONCESSIONAIRE shall offer its customers multiple methods of payment, to include but not be limited to cash, debit card, MasterCard and Visa. The CONCESSIONAIRE shall not be required to accept personal check for payment.

k. The CONCESSIONAIRE shall keep the boat ramp and adjoining docks clean and free of debris. The boat ramp is required to be open and accessible to vehicles with or without trailers Monday, Tuesday, Wednesday, Friday and Saturday from opening of Park to 5 pm, at no cost to park patrons. The travel way to the boat ramp, as depicted in Exhibit F, and attached hereto, must remain clear at all times that the boat ramp is open. Pricing may be established for commercial canoe/kayak tour operators launching from that location by the CONCESSIONAIRE with the COUNTY'S prior approval. The COUNTY has the right to make future improvements to the docks, boat ramp and shoreline. The COUNTY shall make all efforts to minimize impact on the CONCESSIONAIRE's operation whenever possible.

l. The CONCESSIONAIRE shall operate or sub-contract a tour boat for the months of high season (January through April) starting in January, 2014. The CONCESSIONAIRE may operate a tour boat year round if desired. There are restrictions on the specifications of the tour boat to ensure conformity with all Federal, State and Local regulations as well as the Myakka River Wild and Scenic River Rule. All vessels must be approved by COUNTY prior to operation of said vessel. If the CONCESSIONAIRE utilizes a third party operator, advance COUNTY approval is required. If the CONCESSIONAIRE elects not to operate a tour boat, the COUNTY may advertise for a tour boat operator to offer the service. If the tour boat operator is found to be operating the vessel in an unsafe manner or in violation of any provisions herein, the COUNTY shall take necessary action up to and including revocation of the right or operate a tour boat at the Property.

m. The CONCESSIONAIRE shall not erect or post signs, banners, and/or promotional material without the prior written approval of the COUNTY. If a permit is required, the CONCESSIONAIRE will be solely responsible for cost of same.

13. SERVICESIENTERT AINMENT

a. The CONCESSIONAIRE shall abide by all Sarasota County noise and sound ordinances. Additionally, the CONCESSIONAIRE must abide by the Injunction recorded in the Sarasota County Official Records dated June 22, 1988, Exhibit G, pertaining to entertainment at the Property.

b. The CONCESSIONAIRE acknowledges that the Gulf Coast Banjo Society sponsors a weekly event in season known as Banjo Thursdays at the Property. The CONCESSIONAIRE shall arrange a mutually agreeable schedule with The Gulf Coast Banjo Society for the continuance of Banjo Thursday events.

c. The CONCESSIONAIRE shall obtain and maintain all licensing required to play/broadcast live and/or pre-recorded music from the appropriate licensing entity(ies). The CONCESSIONAIRE shall be solely responsible for all costs involved with licensing. The CONCESSIONAIRE shall provide the COUNTY copies of all licensing.

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14. INTELLECTUAL PROPERTY

a. It is understood that the COUNTY is the owner of all Intellectual Property in connection with the use of the name Snook Haven, and the CONCESSIONAIRE is granted the right to use name of the Property in advertising, the website "snookhaven.com", social media as well as all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application) including copyright, confidential information, business names and domain names, trademarks, service works, trade names, patents, design rights, database rights and all rights of a similar nature anywhere in the world related to the Property. All advertising, website and social contact will be reviewed and approved by the COUNTY. All content is to be in good taste and aligned with the vision of Sarasota County Parks and Recreation, as described in Exhibit H. All website domains, social media sites and any other advertisements shall be discontinued upon termination of this Agreement and all websites and social media sites to be transferred to COUNTY. The cost of any remaining domain registration for the website will be pro-rated upon termination of this contract.

15. INSURANCE REQUIREMENTS

a. Not later than the commencement of this Agreement, the CONCESSIONAIRE shall procure and maintain, for the full Concession Term, all of the insurance coverage indicated in Exhibit I, Insurance Requirements, attached hereto and incorporated herein. The policies of insurance shall be primary and written on forms acceptable to the COUNTY and placed with insurance carriers approved and licensed by the Insurance Department in the State of Florida and meet a minimum financial A.M. Best & Company rating of no less than "Excellent": VII. No changes are to be made to the following insurance specifications without prior written specific approval by the County Risk Management Division.

16. DISPUTE RESOLUTION

a. This Agreement shall be governed by, and be construed in accordance with, the laws ofthe State of Florida.

Any legal proceedings concerning this Agreement shall be brought and maintained solely in Sarasota County, Florida.

b. In the event any dispute arises concerning this Agreement, the Parties agree to attempt to settle any dispute by mediation.

c. The Parties hereby expressly agree that in the event of litigation regarding this Agreement, any and all rights to jury trial are waived.

d. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or considering same shall not apply the presumption that the terms hereof shall be more strictly construed against a party by reason of the rule or conclusion that a document should be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that all parties hereto have participated in the preparation of this Agreement and that legal counsel was consulted by each party hereto (or opportunity for such legal consultation afforded to each party) before the execution of this Agreement.

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17. MISCELLANEOUS

a. The COUNTY's Administrative Agent is designated to act on behalf of the COUNTY to administer the terms and conditions of this Agreement including but not limited to enforcement of terms, conditions and covenants, extension of time periods, renewals and to make necessary adjustments to compensation. If necessary, a specific Administrator may be authorized to perform the responsibilities of the COUNTY'S Administrative Agent.

b. Except as otherwise provided herein, all notices, invoices, reports, or any other type of documentation required by this Agreement or permitted under this Agreement shall be made in writing and shall be deemed given and served when provided by certified United States mail with proof of mailing, or personal delivery, to the addresses listed below. In addition to, but not in lieu of providing notice as stated above, the parties may choose to provide a courtesy copy of any notice via electronic mail to the e-mail addresses listed below. Either party may change its address or representative by giving written notice of such change.

CONCESSIONAIRE REPRESENTATIVE NAME:

AGENT: Michael V. Pachota and Justin Pachota ADDRESS: 205 Base Ave, Venice, FL 34284 PHONE: 941-484-7362 EMAIL: sharkys@daystar.net

COUNTY'S ADMINISTRATIVE AGENT:

GENERAL MANAGER, Parks and Recreation (or their designated agent) ADDRESS: 1660 Ringling Blvd, 51 h Floor, Sarasota, FL 34236

PHONE: 941-861-5000

Copy to:

County Attorney Sarasota County Government 1660 Ringling Blvd Sarasota, FL 34236

c. The CONCESSIONAIRE acknowledges that the COUNTY is the owner of the Property and also has authority as a Regulatory Agency. If the COUNTY, as the Property owner authorizes a specific use, improvement or modification to the Property or Concession Area, said authorization does not constitute any required regulatory or permitting approval. The CONCESSIONAIRE remains responsible to obtain any and all permits and/or permissions from the appropriate regulatory agencies including but not limited to Sarasota County.

d. The CONCESSIONAIRE shall pay on behalf of or indemnify and hold harmless the COUNTY, its Commissioners, Officials, Officers, Employees, Agents and Volunteers from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of any act, neglect, omission or default of the CONCESSIONAIRE arising out of or in any way connected with the CONCESSIONAIRE'S (or CONCESSIONAIRE'S officers, employees, agents, volunteers and subcontractors, if any) performance or failure to perform under the terms of this Agreement. This section of the Agreement will extend beyond the termination or expiration of this Agreement.

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· e. The CONCESSIONAIRE hereby expressly waives any and all claims for compensation for any and all loss or damage sustained by reason of any defect, deficiency or impairment of the electrical apparatus, water supply equipment, or wires furnished for the Concession Area or by reason of any loss or impairment of light, current, or water supply which may occur from time-to-time for any cause unless the loss or damage is the result of the COUNTY'S failure, within a reasonable period of time, to repair or replace such defect, deficiency or impairment as required under this Agreement, or for any loss or damage sustained by the CONCESSIONAIRE resulting from fire, water, civil commotion, or acts of nature, and the CONCESSIONAIRE hereby expressly waives all rights, claims and demands and forever releases and discharges the COUNTY and its officers and its agents from any and all demands, claims, actions and causes of action arising from any of the causes aforesaid.

f. Florida law requires the following disclosure: "Radon is naturally occurring radioactive gas that, when it has accumulated 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 the local county public health department.

g. It is mutually acknowledged and agreed by the parties hereto that this Agreement contains the entire Agreement between the COUNTY and the CONCESSIONAIRE with respect to the subject matter of this Agreement; that there are no verbal agreements, representations, warranties or other understandings affecting the same.

h. Nothing herein contained shall be deemed to create a partnership or joint venture, nor shall the relationship between the parties be construed as principal and agent.

1. For purposes of computing any period of a number of days hereunder for notices or performance (but not for accrual of…