Okaloosa County BOCC — August 5, 2014 — North Light License Agreement

LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into this 5th day of August, 2014, by and between THE BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA (herein the “Licensor”), having an address of 1804 Lewis Turner Boulevard, Suite 100, Fort Walton Beach, Florida 32548, and NORTH LIGHT YACHT SALES AND SERVICE, LLC, a Florida limited liability company and its affiliated companies, its successors and assigns (herein the “Licensee”), having an address of 113 John Sims Parkway West, Niceville, Florida 32578. In consideration of the covenants and agreements hereinafter contained on the part of Licensee to be observed and performed, Licensor hereby grants to Licensee for the term hereinafter specified, an exclusive license to use and occupy a portion of the floor space in the terminal at the Northwest Florida Regional Airport in Valparaiso, Florida, which floor area in the terminal is more particularly depicted on Exhibit “A” attached hereto (herein the “Licensed Premises”) during the term of this License Agreement for the express purposes, and no other purpose, of displaying a new boat on a trailer with marketing signage relating to boat sales, the North Light Yacht Club, Epi-Cure at North Light Yacht Club, and North Light Watersports rentals, which license is being granted in accordance with the following terms and provisions: 1. TERM: The term of this license agreement shall be for a period of five (5) years commencing on July 1, 2014, and expiring on June 30, 2019 (herein the “License Term’). The term of this agreement shall be automatically extended for periods of one (1) year upon the expiration of the initial License Term, unless either party gives sixty (60) days written notice to the other prior to the expiration of any term, of its intent not to renew the agreement. At the end of the initial term of five years the license agreement will be reviewed and the license fee will be negotiated and every third year of the extension period the license fee will be negotiated. 2. CONSIDERATION: Licensee shall provide as and for consideration for the granting of this License a monthly license fee of $700.00 payable on the commencement date of this License Agreement and on the first day of each month during the term of this agreement and any extensions thereof, together with any additional fee equal to one percent (1%) of the gross sales price of any boat sold by Licensee to a customer who confirms that they initially viewed the boat display at the Licensed Premises and learned about Licensee through that display. 3. USE: The Licensed Premises are to be used for the displaying of a new boat on a trailer with marketing signage relating to boat sales, the North Light Yacht Club, Epi-Cure at North Light Yacht Club, and North Light Watersports rentals. The Licensor agrees to provide Licensee with the right to display a boat and trailer in the airport terminal during the term(s) of this license agreement and any extension thereof. . USES PROHIBITED: Licensee shall not use any portion of the Licensed Premises for purposes other than specified hereinabove, and no use shall be made or permitted to be made upon the Licensed Premises, nor acts done, which will increase the existing rate of insurance upon the Licensed Premises, or cause cancellation of any insurance policies covering such Licensed Premises. Licensee shall not commit any waste upon the Licensed Premises. . ORDINANCES AND STATUTES: Licensee shall, at Licensees sole cost and expense, comply with all statutes, ordinances, regulations and requirements of all county, municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Licensed Premises, occasioned by or affecting the use thereof by Licensee. . INDEMNIFICATION OF LICENSOR: Licensor shall not be liable for any damage or injury to Licensee, or any other person, or to any property, occurring on the Licensed Premises or any part thereof, and Licensee agrees to hold Licensor harmless and indemnify Licensor, its employees, agents, officers and assigns and all other persons, firms or corporations liable or who might be claimed liable, from any causes of action or suits of any kind or nature whatsoever or other claims or demands for damages or injuries alleged to have occurred on the Licensed Premises or in any way affiliated with Licensee’s use of the Leased Premises, no matter how caused and for all costs incurred in connection therewith (including, but not limited to, reasonable attorney’s fees and court costs). . INSURANCE: Licensee, at Licensee’s expense, shall maintain public liability insurance including bodily injury and property damage insuring Licensor and Licensee (as their interests appear) in which the limits of public liability coverage shall not be less than $1,000,000.00 per accident and in which the property damage coverage shall not be less than $100,000.00. Licensee shall provide Licensor with a Certificate of Insurance showing Licensor as an additional insured annually and upon renewal. The Certificate shall provide for a thirty (30) day written notice to Licensor in the event of cancellation or material change of coverage. To the maximum extent permitted by insurance policies which may be owned by Licensor or Licensee, Licensee and Licensor, for the benefit of each other, waive any and all rights of subrogation which might otherwise exist. CONDITION OF PREMISES NOT WARRANTED: Licensor does not warrant or represent that the Licensed Premises are safe or suitable for the purposes for which they are permitted to be used under the terms of this License Agreement. . BREACH: Should Licensee breach any of the terms and conditions of this License Agreement, then the Licensor, after giving notice as required herein, shall have the right, at its option, to immediately terminate this License Agreement and to re-take possession of the Licensed Premises. In such event the Licensor shall provide written notice to Licensee setting forth the item(s) of breach or default and giving Licensee thirty (30) days to cure the issue (the “Cure Period”). If Licensee shall 10. 11. 12. 13. 14. 15. 16. fail to correct the breach or the default within the Cure Period, then the Licensor may terminate this License Agreement. ATTORNEY’S FEES: In case suit should be brought for breach of this License Agreement, recovery of the Licensed Premises, or because of any act which may arise out of the possession of the Licensed Premises, by either party, the prevailing party shall be entitled to all costs incurred in connection with such action, including reasonable attorney’s fees and court costs, whether incurred out of court, in the trail court, on appeal, or in bankruptcy or administrative proceedings. WAIVER: ‘The waiver by Licensor of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. No covenant, term or condition of this License Agreement shall be deemed to have been waived by Licensor, unless such a waiver be in writing by Licensor. TIME: Time is of the essence of this License Agreement. SEVERABILITY: If any Section, clause, sentence, word, or provisions of this License Agreement or the application thereof to any party or circumstances shall, to any extent, be or become invalid or illegal, and such provision shall thereby become null and void, the remainder of this License Agreement shall not be affected thereby, and each remaining provision of this License Agreement shall be valid and enforceable to the fullest extent permitted by law. JURISDICTION/VENUE: This License Agreement is made under the laws of the State of Florida, and any disputes that arise under or related to this License Agreement will be governed by the laws of Florida, without regard to conflicts of law principles. The parties agree that venue for any legal action involving this License Agreement will be in Okaloosa County, Florida. ENTIRE AGREEMENT/AMENDMENTS: The foregoing, including any and all exhibits hereto, constitutes the entire agreement between the parties and maybe modified only by a writing signed by all parties hereto. AUTHORIZATION: Each person executing this License Agreement represents and warrants that he/she has full authority to execute this License Agreement on behalf of his or her respective party. (The remainder of this page intentionally left blank) IN WITNESS WHEREOF, each of the undersigned parties have executed this License Agreement, on the day and year first above written. LICENSOR: BOARD OF COUNTY COMMISSIONERS OKALOOSA COUNTY, FLORIDA CHARLES K. WINDES, JR. CHAIRMAN ATTEST: | | GARY J. STANFORD an DEPUTY CLERK OF CIRCUIT COURT OKALOOSA COUNTY, FLORIDA LICENSEE: | NORTH LIGHT YACHT SALES AND | SERVICE, LLC, a Florida limited liability company By: Ozean Marine, LLC, a Florida limited ! liability company, its Sole Managing Member | | ATTESTS: TNESS” G>rdEPFREY McINNIS ITNESS Snpannon M. Reade share heey CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: Tracking Number: LOo0% “1H: / _ Grant Funded: YES__— NO_X Contractor/Lessee name: 4 wth bh Rabel : leicht S wo ben ONS Carte” Purpose (en ¢ D. cpl in| ifs Date/Term:, (@-~30 9 1. LJ GREATER THAN $50,000 Amount: Gp TOO, a / ¥aths - Royemua L] Greater THAN $25,000 Department: Ae 3. [] $25,000 OR LESS Dept. Monitor Name: dharma! MN byea. Document has been reviewed and includes any attachments or exhibits. Purchasing Review 7) met: é a Pee Ky. Lf Uf { Date: Gohl va Purckasina | Dijectoybr Designee “Stuane < bd. Ak : Risk Management Review Approved as written: aoe Pe GE . . Date: C/ ae EZ / of RiciRionager or designee ee Foy fhe J. / -_ o™. County Attorney Review pproved as writter's Qo ( — Date: (. ” SO —\ - ounty Att) ith rney Wore so r5T a 41 CS Oh pee “ollowing Okaloosa County approval: Contracts & Grants Document has been received: Date: Contracts & Grants Manager —_ ACORE | nl CERTIFICATE OF LIABILITY INSURANCE NORTLIG-01 SPADILLA DATE (MMIDDIYYYY) 7/23/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: Hf the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Fisher Brown Bottrell insurance, Inc. PHONE FAX 1701 West Garden Street a | (AIC, No, Ext): (800) 487-2973 (AIG, No); (850) 438-4678 Pensacola, FL 32502 OM cg: INSURER(S) AFFORDING COVERAGE NAIC # insurer a: Ace American Insurance INSURED INSURER B : North Light Yacht Club INSURER G : 113 John Sims Parkway W INSURER D : Niceville, FL 32578 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. iNSR ADDL|SUBR POLICY EFF] POLICY EXP LIR TYPE OF INSURANCE iNSD | wD POLICY NUMBER (MMIDDIVYYY) | (MMDDIYYYY) LIMITS A | X | comMeRcIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000) | crams-mave |X] occur x MCRD35057626 10/16/2013 | 10/16/2014 | DAMAGE TORENTED ce) [8 100,000 |_| MED EXP (Any one person) | 5,000 _ PERSONAL & ADV INJURY | $ 1,000,000; GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000) POLICY FRO Loc PRODUCTS - COMP/OP AGG | $ 2,000,000 X | omer MOLL MOLL $ 1,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (a accent) $ ANY AUTO BODILY INJURY (Perperson) | $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) | $ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ $ X | umpreccaias | XT occur EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE NO7381219 003 40/16/2013 | 10/46/2014 | accREGATE $ veo | X | ReTENTIONS 25,000 Aggregate $ 5,000,000 WORKERS COMPENSATION PER OTH AND EMPLOYERS’ LIABILITY YIN | STATUTE | | ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? [| NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE] $ if yes, describe under DESGRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT | $ 1701 Florida 85 Eglin Afb, FL 32542 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Reg: Boat at North West Florida Regional Airport CERTIFICATE HOLDER CANCELLATION Okaloosa County Crestview, FL 32536 602-C North Pearl Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE lg al ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD © 1988-2014 ACORD CORPORATION. All rights reserved. Dave Miner From: Sent: To: Subject: That looks fine. Gary R. Real Gary Real Friday, July 11, 2014 3:00 PM Dave Miner RE: Certificate of Insurance Risk Manager, Okaloosa County Florida 850-689-5979 Please note: Due to Florida's very broad public records laws, most written communications to or from County employees regarding County business are public records, available to the public and media upon request. Therefore, this written e-mail communication, including your e-mail address, may be subject to public disclosure. From: Dave Miner Sent: Friday, July 11, 2014 8:39 AM To: Gary Real Subject: Certificate of Insurance Importance: High Mr. Real: Please review the COI and let me know if it is OK. Thank you. Dave David E. Miner Properties and Leases Okaloosa County Airports (850) 651-7160 Ext. 4 www. flyvps.com "Please note: Due to Florida's very broad public records laws, most written communication to or from County employees regarding County business are public records, available to the public upon request. Therefore, this written e- mail communication, including your e-mail address, may be subject to public disclosure."