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Home My Public Portal About2023-19 Approving a second amendment to the revocable license agreement with PADL, LLC for the Paddleboard Sharing ProgramRE S O L U T I O N N O . 2 0 2 3 -1 9 A RE S O L U T I O N O F T H E V IL L A G E C O UN C I L O F T H E V IL L A G E O F K E Y B I S C A YN E , F L O RI D A , A P P R O V IN G A S E C O N D A M E N D M E N T T O T H E RE V O C A B L E L I C E N S E A G RE E M E N T W IT H P A D L L L C F O R T H E P A D D L E B O A RD S H A RI N G P R O G RA M ; P R O V ID I N G F O R A U T H O RI Z A T I O N ; A N D P R O V ID I N G F O R A N E F F E C T I V E D A T E . W H E RE A S , on May 21, 2019, the Village of Key Biscayne ("Village") Council adopted Resolution No. 2019-27, approving a Revocable License Agreement ("Agreement") with PADL LLC ("P ADL") to operate a paddleboard sharing concession program ("Program"); and WHEREAS, on November 17, 2020, the Village Council adopted Resolution No. 2020-62, approving a First Amendment to the Agreement with PADL to extend the term of the Agreement and provide for revenue sharing; and WHEREAS, the Agreement is set to expire on June 20, 2023; and WHEREAS, the Village desires to permit P ADL to continue operating its Program at the Village's Beach Park located at 695 Ocean Drive, Key Biscayne, Florida ("Beach Park") for the benefit of Village residents; and WHEREAS, the Village and PADL wish to amend the Agreement, in substantially the form attached hereto as Exhibit "A," ("Second Amendment") to extend the term of the Agreement; and WHEREAS, the Village Council finds that this Resolution is in the best interest and welfare of the residents of the Village. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. Recitals. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Section 2. Amendment Approved. That the Village Council hereby approves the Second Am endm ent between the Village and P AD L, in substantially the form attached hereto as Exhi bit "A". Section 3. Authorization. That the Village Council hereby authorizes the Village M anager to execute the Second Am endment, in substantially the form attached hereto as Exhibit "A," subject to the approval of the Village Attorney as to form, content, and legal sufficiency. Section 4. adoption. Effective Date. That this Resolution shall be effective imm ediately upon PASSED an d AD OPTED this 4th day of --=-A=p=n=-·1 ., 2023. ATT EST: JSJ:~ ~ \\oe-t--- VILLAGE CLERK JP. AP PROVED AS TO FORM AND LEGAL SUFFICIE WE ISS SEROTA HELFMAN COLE & BIERM AN, P.L. VILLAGE ATT ORN EY D o c u S ig n E n v e lo p e ID : 9 D 9 2 E 0 5 7 -A 8 2 6 -4 2 D 4 -A 3 D 1-4 10 2 7 5 8 8 5 D 5 B SECOND AMENDMENT TO THE REVOCABLE LICENSE AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AN D PADLLLC THIS SECOND AMENDMENT TO THE REVOCABLE LICENSE AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND P ADL LLC ("Second Amendment") is entered into as of this Q.. I •.! day of A--p,e/ / , 2023 ("Effective Date"), by and between the VILLAGE OF KEY BISCAYNE, a Florida municipal corporation ("Village"), and P ADL LLC ("PA D L"), a Florida lim ited liability com pany, collectively referred to as the "Parties." WHEREAS, on June 20, 2019, the V illage and PA D L entered into a Revocable License A greem ent ("A greem ent") fo r a one (1) year term fo r opera tion of a paddleboard sharing concession pro gra m at the V illage's Beach Park located at 695 Ocean Drive, Key Biscayne, Fl orida; and WHEREAS, on D ecem ber 11, 2020, the V illage and P ADL entered into a First A m endm ent to the A greem ent (the "First A m endm ent") to extend the term of the Agreement and pro vide fo r revenue sharing; and WHEREAS, the V illage w ishes to extend the term of the A greement; and WHEREAS, the V illage and P A DL w ish to m odify the term s of the Agreement in accordance w ith the term s and conditions set fo rth in this Second Amendment. NOW, THEREFORE, fo r and in considera tion of the mutual pro mises set fo rth herein, the V illage and P AD L agree as fo llow s: 1. Recitals Incorporated. The above recitals are true and correct and incorporated herein. 2. Amendment of Section 2 of the Agreement. Section 2 of the Agreement is deleted in its entirety and replaced as fo llow s: 2. Term. The term of this A greement shall be from the Effective Date thro ugh June 20, 2026, unless earlier term inated in accordance w ith Section 3. The Village M anager m ay renew this A greem ent fo r up to tw o (2) additional one (1) year periods on the same term s as set fo rth herein upon w ritten notice to P A D L. 3. Conflict; Amendment Prevails. In the event of any conflict or am biguity between the term s and pro visions of this Second A mendment and the term s and provisions of the A greem ent, including any previous am endments thereto, the term s and provisions of this Second Am endm ent shall contro l. 4. Agreement Ratified. Except as otherw ise specifically set forth or modified herein, all term s in the A greem ent are hereby ratified and affi rm ed and shall remain unmodified and in fu ll fo rce and effect in accordance w ith its term s. 1 D o c u S ig n E n v e lo p e ID : 9 D 9 2 E 0 5 7 -A 8 2 6 -4 2 D 4 -A 3 D 1-4 10 2 7 5 8 8 5 D 5 B 5. Defined Terms. A ll initial capitalized term s used in this Second A m endm ent but not otherw ise defi ned herein shall have the sam e m eaning ascribed thereto in the A greem ent. 6. Counterparts. This Second A m endm ent m ay be executed in counterp art s, each of w hich shall be deem ed an original, but all of w hich, w hen taken together, shall constitu te one and the sam e instru m ent, A n executed fa csim ile or electro nic copy of this Second A m endm ent shall have the sam e fo rce and effect as an original hereof. [THIS SPACE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.] 2 D o c u S ig n E n v e lo p e ID : 9 D 9 2 E 0 5 7 -A 8 2 6 -4 2 D 4 -A 3 D 1-4 10 2 7 5 8 8 5 D 5 B IN WITNESS WHEREOF, the Parties hereto have executed this Second A m endm ent as of the date first w ritten above. VILLAGE OF KEY BISCAYNE PADLLLC u__L~ B y: _ Andres Avello N am e: _ A tt est: Title: PADL Holdings Inc., a Delaware Q-"'""~"' B y J::,:;;,~oc " Jo cely n B . K oc V illage C lerk A ppro ved as to fo rm an d legal suffi ciency: r-:;DocuSigned by: B y : L!:~E:c~::~ W eiss Sero ta H elfm an C o le & B ierm an, P .L. V illage A tt orn ey Addresses for Notice: V ill age of K ey B iscayne A ttn : V ill age M anager 88 W est M cI nty re Street K ey B iscayne, F L 33149 30 5-36 5-5514 (teleph on e) 30 5-365-8936 (fa csim ile) aagha@ k eybiscay n e.fl .gov ( em ail) With a copy to: W eiss Sero ta H elfm an C ole & B ierm an, P .L. A ttn : C h ad F ried m an , Esq. V ill age of K ey B iscayn e A ttorn ey 2800 Pon ce de L eon B ou levard, 12 th F loor C ora l G ab les, F L 3313 4 cfr iedm an @ w sh-law .com ( em ail) Addresses for Notice: ___________ (telephone) ____________ (fa csim ile) ___________ (em ail) With a copy to: A ndres A vello R egistered A gent 478 B ay Lane K ey B iscayne, FL 3314 9 _7_86_-_7 4_9_-6_7_3_0 (telephone) ____________ (fa csim ile) _m_a_na_g_e_m_en_t@_pa_d_l.c_o ( em ail) 3