Fort Walton Beach Council agenda — 10-28-14--regular — reading text

FORT WALTON ORIAL PARKWAY SW BEACH, FLORIDA DESCRIPTIONS r e_..._. ° -,.. er SECTION ta. T- 2- s, R- 24- W Packet Pg 148 `  153c SIGNAGE LICENSE AGREEMENT This Signage License, ( herein after referred to as" Agreement") made, effective as of date of closing by and between The Emerald Coast Science Center Inc., ( hereinafter referred to as " Licensee"), and the City of Fort Walton Beach, a municipal corporation, 107 SW Miracle Strip Parkway, Fort Walton Beach, Florida, 32548, ( hereinafter referred o to as (" Licensor"). Together herein the Licensor and Licensee are referred to as the Parties". 2 T M In consideration of the mutual promises contained in this Agreement, the Parties 2 agree as follows: c E SECTION ONE GRANT OF LICENSE; DESCRIPTION OF PREMISES d Licensor hereby grants to Licensee a license to occupy and use for signage, subject to all of the terms and conditions of this Agreement, that certain sign as shown on the Exhibit" A" attached, together with common ingress and egress serving the Sign. SECTION TWO E a) TERM AND OPTION TO RENEW co w The term of this Agreement shall begin on the date the Licensee purchases the c IN adjacent property known as Tract 2 as shown on the attached Exhibit A and continue for 12 months thereafter and automatically renew for 12 months so long as the Licensee is not in default of this Agreement or the loan documents related to its purchase of Tract 2. E d SECTION THREE LIMITATION TO DESCRIBED PURPOSE 1) The Sign may be occupied and used by Licensee solely for advertisement of events at Licensee' s property and for identification of Licensee' s location and for CD incidental purposes related to such purpose during the period of this Agreement and any automatic renewals. Licensee acknowledges it use of the sign is not exclusive and runs in concurrent with the Licensee' s ownership of Tract 2. Licensor shall have no obligation, liability, or responsibility to Licensee should the sign be destroyed. SECTION FOUR CONSIDERATION This Agreement shall be contingent on the payment of$ 1 from the Licensee to the Licensor. 2 E V ca Pnacket Pg: 149-  153.c SECTION FIVE MAINTENANCE AND IMPROVEMENT OF SIGN Licensee shall be solely responsible for the maintenance and upgrade of the sign for the life of this Agreement. Licensee acknowledges that any upgrades to the sign will a rts remain and will become fixtures to the sign and become the property of the Licensor. Licensee shall request approval from the Licensor before making any improvements to the sign, said approval will not be unreasonably withheld by the Licensor. 2 T SECTION SIX GOVERNING LAW It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. SECTION SEVEN ENTIRE AGREEMENT in cos This Agreement shall constitute the entire Agreement between the Parties and any prior understanding or representation of any kind preceding the date of this Agreement E shall not be binding upon either party except to the extent incorporated in this ea Agreement. 0 CN SECTION EIGHT MODIFICATION OF THE AGREEMENT E Any modification of this Agreement of additional obligation assumed by either a party in connection with this Agreement shall be binding only if evidenced in writing by Q each party or an authorized representative of each party. to a) SECTION NINE ASSIGNMENT OF RIGHTS c, co co The rights of each party under this Agreement are personal to that party and may not be assigned, sublet, or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 3 SECTION TEN ets a CONSTRUCTION The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this 2 Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden shall arise favoring or disfavoring any party by virtue of the authorship of any of the provision of this Agreement. U t6 Packet Pg . 150  SECTION ELEVEN INDEMNITY co Both Parties agree to indemnify and hold harmless the other from any and all