Fort Walton Beach Council agenda — 12-20-05 — reading text

Additions, Improvements, Repairs, Destruction 101 A. The Licensee may not make alterations, additions, or improvements, 102 temporary or permanent,to the Premises, except by written consent of the City Council. 103 104 B. The Licensee, as the owner of the buildings and other aboveground 105 improvements shown on Exhibit A, assumes sole responsibility for maintenance and repair 106 of the structures on the Premises and Area " 2" as marked on pxhibit A, including become applicable to 107 compliance with all laws, ordinances and regulations that are or may 108 such Premises from time to time. The Licensee shall at its sole cost and expense, promptly 109 replace and at all times maintain in good condition the Premises. repair, 110 111 C. In the event the Premises is destroyed by fifty percent ( 50%) or more of the total structural components or area of the improvement, as defined in the City Council 112 Otherwise if damage is less than 50% of the 113 Code, at any time, this License shall terminate. 114 total structural components or area of the improvement, Licensee shall, within thirty days its plan for 115 from the date of such damage or destruction, submit to the City Council 116 repairingor abandoning, pursuant to section 10 below, the Premises. 117 118 Section 8. Signs of 119 All signage of any kind on the premise shall be in accordance with the Code 120 Ordinances of the City Council of Fort Walton Beach. 121 122 Section 9. Insurance 123 A. The Licensee shall, during the term, and at its sole expense, obtain and keep 124 in force, with City Council named as additional insured, commercial general liability 125 insurance including personal injury, bodily injury, broad fonn property damage, operations 126 hazard, owner's protective coverage, contractual liability and products and completed t''' f_.' 3-  ATIORNEY DRAFT 15 Dee 2005 127 operations liability in limits not less than $ 1, 000, 000 for each occurrence and in the the Premises 128 aggregate. ( The aggregate limits of such insurance are to apply specifically to 129 and Area " 2" and not to other or multiple locations). The Licensee shall be responsible for 130 maintaining and paying the premium for property insurance covering Licensee' s interest in 131 the personal property belonging to the Licensee. 132 133 B. The Licensee shall maintain in force a policy of worker' s compensation 134 insurance in compliance with applicable Florida law. The worker' s compensation insurance 135 policy shall include employer' s insurance with limits of liability not less than liability 136 1, 000, 000 for each accident/$1, 000, 000 per employee for disease/$ 1, 000, 000 policy limit 137 for disease. 138 139 C. The Licensee shall maintain in force a policy providing automobile liability 140 insurance which provides coverage for the exposure created by the use of "any Auto", as 141 designated by the use of "symbol 1" or the individual insurance company' s equivalent, in 142 the policy. 143 144 D. The City Council has the right to periodically review the insurance in 145 requirements of this Lease Agreement and by providing ninety ( 90) days advance notice 146 writing to the Licensee, to make any adjustment in insurance requirements. 147 148 E. All policiesrequired to be maintained by the Licensee p'ursuant to this 149 section shall be issued in a fonn acceptable to the City Council by insurance companies Best's 150 having and maintaining at least an A.VII rating in the most currently available " 151 Insurance Reports" and qualified to do business in Florida. In no event shall such policy or 1, 000. 00 152 policies provide for a deductible amount for any type of coverage in excess of $ 153 and all such policies shall provide that the full amount of any losses sustained shall be 154 payable for the City Council's benefit under the terms of this License Agreement 155 notwithstanding any act, omission or negligence of City Councilor Licensee which might 156 otherwise result in a forfeiture of insurance coverage. Failure to provide or maintain an event of default hereunder. 157 coverage as provided in this section shall be deemed 158 159 F. The Licensee shall protect, defend, indemnify and hold the City Council and 160 City Council's officials andemployees, harmless fonn all claims, demands, causes of action 161 or liability, resulting from injury to or death of persons or damage to or loss of property 162 sustained on or about the demised premise and arising from the Licensee' s operations or as a invitees 163 proximate result of the acts or omissions of the Licensee or its employees, agents, 164 or guests. 165 166 G. Nothing herein is intended to be a waiver of the sovereign immunity of the 167 City Council. 168 4-  ATTORNEY DRAFT 15 Dee 2005 169 Section 10. Assignment, Sub- license, Etc. 170 The Licensee shall not assign, transfer, lease, sublease or sublicense any part of the 171 Premises, without the express consent of the City Council. Acceptance by the City Council 172 of the Operations Plan shall be construed as express consent of the City Council. 173 174 Section 11. Expiration, Termination or Abandonment 175 A. This License Agreement shall expire as of Midnight, 31 December 2008, 176 by operation of theprovisionsin this License Agreement, or upon one- hundred and eighty 177 180) days notice by the City Council, with or without cause. 178 179 B. If Licensee gives notice of intent to surrender the Premises, Licensee shall 180 propose an abandonment plan for the Premises. The abandonment plan shall specifically 181 outline and address removal of aboveground improvements owned by Licensee, the 182 restoration of the permit area, and prescribed time frames for these actions. The plan shall 183 be submitted to the and will not be accepted or authorized until the City notifies City 184 Licensee in writing that the abandonment plan is sufficient. 185 186 C. If Licensee fails to revise the abandonment plan as requested by the City, 187 remove the aboveground improvements, or restore the Premises within the time proposed 188 in the abandonment all plan, shall aboveground improvements become the property of the to the City and may be sold, destroyed, or otherwise disposed of without any liability 1fIIIII', 189 their 190 City. However, the Li~ensee shall remain liable for all costs associated ' Yith costs of sale and impoundment, cleanup, and restoration of the 191 removal, including 192 Premises. 193 194 Section 12. Notices 195 All notices, demands, requests or replies required by this License Agreement shall 196 be in writing to the addresses listed below and may be delivered by United States Postal 197 Service as certified or mail, return receipt requested, postage prepaid or with an registered 198 overnight express delivery service: 199 200 For purposes of notice, demand, request, or reply, the address of the City shall be: 201 City Manager 202 City of Fort Walton Beach 203 P. O. Box 4009 204 Fort Walton Beach, FL 32459 205 206 With copy to: 207 Toni L.Craig 208 City Attorney 209 244 Racetrack Rd NE 210 Fort Walton Beach, FL 32548 ii~ 5-  ATTORNEY DRAFT 15 Dee 2005 211 212 The address of the Licensee shall be: 213 Northwest Florida Fair Association, Inc. 214 C. H. Rigdon 215 1958 Lewis Turner Blvd 216 Fort Walton Beach, FL 32547 217 218 219 Section 13. Severability 220 If any section, subsection, tenn or provision of this License Agreement of the be invalid or 221 application thereof to any party or circumstance shall, to any extent, 222 unenforceable, the remainder of said section, subsection, tenn or provision of this License than those to which 223 Agreement or the application of same to parties or circumstances other 224 it was held invalid or unenforceable, shall not be affected thereby and each remaining 225 section subsection, tenn or provision of this License Agreement shall be valid or 226 enforceable to the fullest extent pennitted by law. 227 228 229 Section 14. Construction 230 The Parties have participated jointly in the negotiation and drafting of this License 1"""'-. 231 Agreement. In the event an ambiguity or question of intent