Okaloosa County BOCC — October 21, 2014 — Parking Lot License Agreement — reading text

PARKING LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into as of the 1st day of November 2014, by and between AQUAGREEN, INC. d/b/a GULF COAST MARINE LIFE CENTER, a Florida non-profit corporation and its successors and assigns, (herein the "Licensor"), having an address of 3155 Crystal Beach Drive, Suite 101, Destin, Florida 32541 and DOMINION CAPITAL, LLC, a Florida limited liability company and its successors and assigns (herein the "Licensee"), having an address of 755 Grand Blvd., B105-214, Miramar Beach, Florida 32550. In consideration of the covenants and agreements hereinafter contained on the part of Licensee to be observed and performed, Licensor hereby grants to Licensee and its guests for the term hereinafter specified, a non-exclusive license to use and occupy the portion of the parking lot facility more particularly depicted with hash marks and labeled “Licensed Parking Area” on Exhibit “A” attached hereto (herein the “Licensed Premises”) located on that certain property leased by Licensor from Okaloosa County, Florida which is more particularly described in Exhibit “B” attached hereto (herein the “Leased Premises”) during the term of this License Agreement for the express purposes, and no other purpose, of parking for normal passenger vehicles only, including pick-up trucks and passenger vans. The License is being granted, subject to the approval of the Board of County Commissioners of Okaloosa County, Florida, in accordance with the following terms and provisions: 1. TERM: The term hereof shall commence on November 1, 2014, and expire on the earlier of the expiration or termination, including all extensions thereof, of that certain Lease Agreement dated August 21, 2012, by and between Okaloosa County, Florida and Aquagreen, Inc. d/b/a Gulf Coast Marine Life Center for the Leased Premises or that certain Lease Agreement dated effective August 13, 2012 by and between Dominion Capital, LLC and its successors and assigns and Okaloosa County, Florida, as may be subsequently amended, for the property more particularly described in Exhibit “C” attached hereto (herein the “License Term”). It is expressly agreed that should the Aquagreen lease end for any reason whatsoever before the Dominion Capital lease then Okaloosa County, by its consent and approval of this License Agreement, shall extend the license rights of Dominion Capital, LLC and its successors and assigns under this agreement until the Dominion Capital, LLC lease expires or is terminated. 2. CONSIDERATION: Licensee shall provide as and for consideration for the granting of this License a one-time usage fee of $100.00 payable on the commencement date of this License Agreement. 3. USE: The Licensed Premises are to be used for parking by the Licensee’s guests during the term of this License. 4. USES PROHIBITED: Licensee shall not use any portion of the Licensed Premises for purposes other than those specified hereinabove, and no use shall be made or permitted to be made 1 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. 5. ARTICLES LEFT IN VEHICLES ARE AT THE VEHICLE OWNER’S RISK/NO SECURITY PROVIDED: Licensee understands and expressly agrees that Licensor will not accept vehicles parked on the Licensed Premises in bailment or for safekeeping; nor will Licensor be responsible for loss or damage to any vehicle or its contents by fire, vandalism, theft, or any other cause, nor for loss, damage, or injury by or to Licensee’s members and/or guests or any other individual personal injury of any nature. Licensee acknowledges that Licensor will have no duty to provide security and that Licensor does not assume any obligation to provide for the security of the Licensed Premises or to protect individuals using the Licensed Premises, or vehicles or property on the Licensed Premises, from criminal activities. 6. ORDINANCES AND STATUTES: Licensee shall, at Licensees sole cost and expense, comply with all statutes, ordinances, regulations and requirements of all 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. 7. 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 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 Licensed 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). 8. 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 be not 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. 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. 9. 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. 2 10. 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 fail to correct the breach or the default within the Cure Period, then the Licensor may terminate this License Agreement. 11. 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 trial court, on appeal, or in bankruptcy or administrative proceedings. 12. 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. 13. TIME: Time is of the essence of this License Agreement. 14. 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. 15. 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. 16. 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. 17. 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. 3  IN WITNESS WHEREOF, each of the undersigned parties have executed this License Agreement, on the dates indicated below to be effective on the day and year first above written. WITNESSES: LICENSOR: AQUAGREEN, INC. d/b/a GULF COAST MARINE LIFE CENTER ___________________________________ By:_______________________________ Print Name: _________________________ Print Name:________________________ Date: _____________________________ ___________________________________ Print Name: _________________________ WITNESSES: LICENSEE: DOMINION CAPITAL, LLC, a Florida limited liability company ___________________________________ By:_______________________________ Print Name: _________________________ Blake Rogers, Manager Date: _____________________________ ___________________________________ Print Name: _________________________ Approved: BOARD OF COUNTY COMMISSIONERS, OKALOOSA COUNTY, FLORIDA, a political subdivision of the State of Florida By:__________________________________ Charles K.Windes, Jr., Chairman Date:________________________________ 4