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2022-06-07 Ex 08Exhibit 8 6/7/2022 CITY OF OKEECHOBEE FACILITY USE LICENSE AGREEMENT (Primitive Baptist Church) THIS FACILITY USE LICENSE AGREEMENT (hereinafter "this Agreement") is made and entered into this day of 2022, by and between CITY OF OKEECHOBEE, a political subdivision of the State of Florida (hereinafter "CITY") and OKEECHOBEE HISTORICAL SOCIETY, INC. a Florida non-profit corporation (hereinafter "LICENSEE"). WHEREAS, CITY is the owner of certain real property located in Okeechobee County, Florida, including the facility described in paragraph 2 of this Agreement; and WHEREAS, LICENSEE is a non-profit corporation, and desires �-.o use the City Facility described in paragraph 2 of this Agreement; and WHEREAS, the CITY has determined that the City Facility described in paragraph 2 of this Agreement is currently not needed for City purposes; and WHEREAS, the License Fee to be paid by LICENSEE under the terms of this Agreement is less than the CITY's fees for other City -owned facilities; and WHEREAS, CITY is considering this discount to be a grant to LICENSEE, based upon CITY's determination that LICENSEE's activities are of a benefit to the community. NOW THEREFORE, in consideration of the premises, and of th.- mutual covenants and conditions set forth herein, CITY and LICENSEE agree as follows: 1. Recitals. The foregoing recitals are true and correct, constitute a material.. basis for this Agreement, and are incorporated herein by reference. 2. Grant of License; Description of License Area. a Subject to the terms and conditions of this Agreement, CITY hereby grants to LICENSEE and LICENSEE hereby accepts from CITY, a non-transferrable License for the exclusive use and occupancy of the following City Facility (hereinafter the "License Area"): South Okeechobee (Plat Book 1 Page 12 & Plat Book 5 Page 7) Lots 9, 10, 11 & 12 Block 8 Parcel #: 3-21-37-35-0040-00080-0090 With an address of 1003 SW 3rd Avenue, Okeechobee, FL 34974 Page 1 of 15 b. This Agreement creates a license only, and shall not be construed to be a lease, sublease, assignment, easement, or any other conveyance of an interest in or to the License Area. C. CITY may enter the License Area, including any and all buildings thereon, at any time for any purpose, including, without limitation, ensuring LICENSEE's compliance with this Agreement. 3. Purpose; Use. a The general purpose of the License Area is to showcase the study and preservation of the history of Okeechobee by fostering an appreciation of the past,with an emphasis on local history. b. To promote the foregoing purpose, LICENSEE must limit its use of the License Area as follows, and for no other uses (hereinafter the "Activities"): i. collecting and preserving historical artifacts, photographs, and personal stories; ii. conducting research into local Okeechobee County families and businesses subsequently presented to the public through exhibits; and iii. providing public historical records. C. The foregoing uses must be open to the public, including but net limited to schools; provided, however, that LICENSEE may schedule meetings as :requested by non-profit organizations or schools which are closed to the general public 'Juring such meetings, and Licensee may promote awareness of the Activities by providing a venue for private events consistent with the Activities. d Reservations for meeting space will be made at the discretion of LICENSEE. Agreements for private use of the License Area shall be commemorated in a form identical in substance to the Venue License Agreement attached hereto as Exhibit B. e. LICENSEE shall require a written acknowledgment from any organization reserving use of the License Area for meetings that permission to use meeting space at the License Area does not constitute endorsement of the organization's policies or beliefs by CITY. f. LICENSEE must not use the License Area for any other purpose. 4. License Period; Termination. The License Area may be used and occupied by LICENSEE solely for the following period: July 1, 2022 to July 31, 2027 (hereinafter the "License Period"). This Agreement may be renewed for five (5) additional periods of five (5) years each, upon written agreement of the parties, or unless sooner terminated pursuant to the terms and conditions of this Agreement. Page 2 of 15 5. License Fee; Grant. a License Fee. LICENSEE must pay to CITY for this License, a License Fee of One Dollar ($1.00), which must be payable upon execution of this Agreement. As further consideration for this Agreement, LICENSEE must comply with all maintenance obligations set forth in Exhibit "A". b. Grant. The parties agree and acknowledge that the License Fee to be paid by LICENSEE is less than CITY's fees charged for other City -owned facilities, which the CITY is considering to be a Grant to LICENSEE. CITY is providing such Grant to LICENSEE, to use the facility at this discounted price, because City believes that LICENSEE's activities are of a benefit to the community and LICENSEE is a not -for -profit organization. 6. Notices. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand -delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service with proof of delivery, addressed to the parties (or their successors) at the following addresses: a To CITY: City of Okeechobee Attention: City Administrator 55 SE 3`d Avenue Okeechobee, Florida 34974; b. To LICENSEE: Okeechobee Historical Society, Inc. PO Box 973 Okeechobee, FL 34973 And its Registered Agent: Dowling R. Watford, Jr. 701 NE 5th St OKEECHOBEE, FL 34972 Notices sent or delivered by mail in accordance with this paragraph shall be deemed to have been given five (5) business days after the date of mailing, and all other notices delivered by any other means such as hand delivery and private postal service with proof of delivery, shall be deemed to have been given when received. General Terms and Conditions. This Agreement is governed by the General Terms and Conditions attached hereto as Exhibit "A" and incorporated herein by reference. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. Page 3 of 15 LICENSEE: Okeechobee Historical Society, Inc. By: Date: Attest: as its President and authorized agent WITNESS (Seal) Page 4 of 15 CITY.• Attest: DOWLING R. WATFORD, JR., Mayor Date: LANE GAMIOTEA, CMC City Clerk (Seal) Approved as to Form and Legal Sufficiency: L-02 Nason Yeager Gerson Harris & Fumero, P.A. City Attorney EXHIBIT "A" - GENERAL TERMS AND CONDITIONS No Representations or Warranties by City. CITY makes no representatiors or warranties whatsoever in connection with this Agreement, including, without limitation, the condition of the License Area and its suitability for the use described in this Agreement. LICENSEE acknowledges that LICENSEE has conducted LICENSEE's own investigation and has determined that the License Area is suitable for LICENSEE's Activities. LICENSEE accepts the License Area "AS IS" and CITY has no obligation to renovate or improve the buildings located upon the License Area. 2. Control of License Area. Nothing in this Agreement is intended or shall be deemed or construed to grant to or confer upon LICENSEE any rights whatsoever in the License Area, including, without limitation, rights in connection with the alteration, condemnation, or casualty loss thereof. Without limiting the generality of the foregoing, CITY has, and shall continue to have, ultimate anc' unfettered control over the License Area. Occupancy Interruptions. If, irrespective of fault of CITY, the License Area or any part thereof is destroyed or damaged by fire or other cause, or if, irrespective of fault of CITY, any casualty or unforeseen occurrence, including but not limited to acts of God, war, or acts of governme ital authorities, renders the License Area unusable or otherwise render this Agreement impossible of performance by CITY, or if the License Area is required for public necessity or emergency use, this Agreement shall be at once terminated. Any portion of the License Fee attributable to the unused portior of the License Period will, under such circumstances, be refunded to LICENSEE, whereupon CITY shall be relieved from any further liability by reason of this Agreement, and no claims for compensation or damage shall be made against CITY by LICENSEE, and CITY shall not, in any such case, be held liable or responsible to LICENSEE for any damage caused by said termination. 4. Personal Property. a. The parties acknowledge that LICENSEE will display, exhibit, and store various items of personal property at the License Area which are owned by LICENSEE (hereinafter "LICENSEE's Personal Property"), as well as display, exhibit, and store, on an occasional or rotating basis, items of personal property owned by third parties (hereinafter "Third Party Personal Property"), which shall collectively be referred to herein as "Personal Property." b. Within thirty (30) days from the date of this Agreement, and withil thirty (30) days of each anniversary date of this Agreement, LICENSEE shall provide CITY with an inventory of LICENSEE's Personal Property. m C. Within two (2) business days following placement within the License Area of any Third Party Personal Property, LICENSEE shall provide CITY with an inventory of all Third Party Personal Property within the License Area, including the name and address of the owner and the approximate value of all such Third Party Personal Property. d. LICENSEE shall be responsible for all costs incurred for transporting any and all Personal Property to and from the License Area, as well as any costs of set up and removal of Personal Property. e. There shall be no indicia of a commercial enterprise, such as "for sale;" signs, displayed with the Personal Property. 5. CITY's Responsibilities for the License Area, generally. a. CITY will pay for all utilities serving the License Area, including power, water, sewer, pest control, and waste pick-up. CITY does not warrant against interruption ir, or failure of such utility connections and service, and CITY shall not be liable to LICENSEE or others for any loss, damage, cost, or expense which may result or arise from any such interruption or failure. b. CITY will provide insurance covering the License Area, including the buildings thereon and the Personal Property within the buildings. C. CITY will maintain the lawn and landscaped areas upon the License Area, including lawn mowing and maintaining and keeping up the planted and landscaped areas. d. CITY will clean the exterior of the buildings located upon the License Area. 6. LICENSEE's Responsibilities for the License Area, generally. LICENSEE. shall do the following, at its sole cost and expense: a. maintain the License Area in a good and safe condition; b. maintain the parking area in a clean, sightly, and serviceable condition, including removing debris therefrom; G. repair as necessary any damage to doors, windows, walls, ceilings, and floors for holes or marks resulting from decorations, signage, and displays installed by _ICENSEE; d. promptly place all rubbish, trash, and debris in appropriate trash receptacles; e. provide cleaning or janitorial services as needed for the interior of all buildings at the License Area; f. provide that any equipment to be used by LICENSEE's participants is in good and safe condition; g. make suitable arrangements for the safe loading and unloading of LICENSEE's agents, employees, participants, and invitees; h. pay and be responsible for and all wages, necessary insurance, and benefits to any employees of LICENSEE hired to assist in the operation of LICENSEE's activities. Neither LICENSEE, nor those persons hired by LICENSEE, are employees of CITY, nor shay any such person have the rights privileges, or benefits as such; i. carry workers' compensation insurance if required by Florida Law For LICENSEE's Activities. LICENSEE shall hold CITY harmless from any claims by LICENSEE's employees for work - related injuries occurring on or about the License Area. LICENSEE must provide CITY with a copy of proof of workers' compensation insurance, or LICENSEE must provide CITY with a written statement that workers' compensation insurance is not required for LICENSEE's Activities; j. comply with all federal, state, and local statutes, laws, ordinances, rules, and regulations, as may from time to time be amended, in connection with the LICENSEE':, use of the License Area, including, but not limited to: the Florida Clean Indoor Air Act, the City of Okeechobee Code of Ordinances, CITY's General Rules and Regulations for use of CITY's facilities, and CITY's rules applicable to each facility; k. obtain and maintain all licenses and permits required by any federal, state, or local law to perform LICENSEE's Activities and provide copies of such licenses to CITY u Don request; I. be responsible for the orderly conduct of all its agents, employees, pa ticipants, and invitees who may be upon the License Area during the License Period. CITY reserves the right to eject or cause to be ejected from the License Area any person or persons whose conduct is unlawful or otherwise objectionable; M. report loiterers not associated with LICENSEE or LICENSEE's Activities to the proper law enforcement authorities; n. have an appropriate number of adult chaperones for activities involving minors; o. be present at the License Area for the duration of LICENSEE's Activities and during meetings of any organization reserving use of the License Area, including preparation and clean-up; and p. keep this Agreement at the License Area at all times during the License Period, and present to CITY or to law enforcement or other authorities upon request. 7. CITY's Responsibilities at the Museum building. a. CITY shall pay for all repair and replacements of the structural portion:3 of the Museum, including roof, truss system, exterior walls, exterior doors, and windows. b. CITY shall maintain all portions of the heating, ventilating and air conditioning ("HVAC") system serving the Museum. C. CITY shall maintain, repair, and replace, as necessary, all non-structural portions of the Museum, including but not limited to interior doors, the plumbing fixtures, the septic or sewer system, and the light fixtures. d. CITY shall be responsible for providing hurricane protection, m storm shutters or the equivalent thereof, for the Museum. e. LICENSEE agrees that CITY shall not be responsible or liable for any loss from theft, vandalism, or act of God, and all personalty present on the License Area, including, but not limited to the Personal Property, is at LICENSEE's sole risk. 8. LICENSEE's Responsibilities at the Museum building. LICENSEE shall do the following, at its sole cost and expense: a. repair and replace, as necessary, all non-structural portions of the building upon the License Area, including but not limited to the interior doors, the flooring, the plumbing, the cabinetry, and window treatments, but excluding the HVAC system. 9. Prohibited Uses and Actions. a. LICENSEE shall not make or permit any use of the License Area that would violate the rules and regulations of the License Area or any federal, state, or local law, statute, code, ordinance, rule, or regulation. b. LICENSEE shall not make or permit any use of the License Area, which would be: (1) offensive so as to constitute a nuisance; (2) unlawful under any federal, state, or county law, statute, code, ordinance, rule, or regulation; or (3) injurious to any person or properly. C. LICENSEE shall not install any permanent fixtures or make any permanent alterations to the License Area without CITY's prior written consent. d. LICENSEE shall not suffer or permit any lien to be filed against the License Area. If any such lien is filed, LICENSEE shall cause the same to be discharged of record within thirty (30) days after the date of filing the same, and shall incur all charges in the release cf such lien. e. LICENSEE shall not permit the License Area to be occupied by a larger number of persons than can safely and freely move about therein, as determined in the sole discretion of CITY. f. LICENSEE shall not erect any signage without the prior written consent of CITY. g. LICENSEE shall not remove any equipment, supplies, or other personal property belonging to CITY. 10. Nondiscrimination. LICENSEE for itself, its heirs, personal representatives, successors in interest, and assigns, as part of the consideration for this Agreement, does hereby covenant and agree that no person shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in LICENSEE's activities, on the grounds of race, color, religion, sex, disability, age, or national origin. 11. Insurance and Indemnification. a. During the License Period, CITY will maintain, at CITY'S sole expense, a comprehensive general liability insurance policy, or such sufficient self-insurance to protect: CITY and CITY's board, employees, and agents. b. LICENSEE must defend, indemnify, and hold harmless CITY and all of CITY's officers, agents, and employees from and against all claims, liability, judgments, costs, damages, interest, penalties, loss, and expense, including reasonable costs, collection expenses, attorney's fees, and court costs which may arise by reason of LICENSEE's Activities. whether happening on or off the License Area, arising from acts or omissions of LICENSEE or LICENSEE's agents, employees, participants, or invitees, for any damage, claim or injury (including death) to persons or property. LICENSEE recognizes the broad nature of this indemnification and hold harmless provision, as well as the provision of a legal defense to CITY when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by CITY in support of these indemnification, legal defense, and hold harmless contractual obligations in accordance with the laws of the State of Florida. Compliance with any insurance requirements of this Agreement shall not relieve LICENSEE of its liability and obligation to defend, indemnify, and hold harmless CITY as set forth in this paragraph. Such indemnification shall be in addition to any and all other legal remedies available to CITY and shall not be considered to be CITY's exclusive remedy. C. LICENSEE shall not permit the License Area to be contaminated with ,any environmental hazard. LICENSEE shall indemnify, protect, and hold CITY harmless from any environmental damage, and if such environmental damage, resulting from LICENSEE's Activities or use of the License Area, is discovered, LICENSEE shall promptly undertake and pursue diligently appropriate steps to repair the damage and shall notify CITY of such environmental damage within twenty-four (24) hours after LICENSEE's discovery of such environmental damage. d. In the event that any claim in writing is asserted by a third party which may entitle CITY to indemnification, CITY shall give notice thereof to LICENSEE which notice shall be accompanied by a copy of statement of the claim. Following the notice, LICENSEE shall have the right, but not the obligation, to participate at its sole expense, in the defense, compromise or settlement of such claim with counsel of its choice. If LICENSEE shall fail timely to defend, contest or otherwise protect against any suit, action or other proceeding arising from such claim, or in the event CITY decides to participate in the proceeding or defense, CITY shall have the right to defend, contest, or otherwise protect itself against same and be reimbursed for expenses and reasonable attorney's fees and, upon not less than ten (10) days notice to LICENSEE, to make any reasonable compromise or settlement thereof. In connection with any claim as aforesaid, the parties hereto shall cooperate fully with each other and make available all pertinent information necessary or advisable for the defense, compromise or settlement of such claim. The indemnification provisions of this paragraph shall survive the termination of this Agreement. 12. Sovereign Immunity. Nothing herein shall be construed to extend CITY's liability beyond that provided in Section 768.28, Florida Statutes. Nothing herein shall be construed as con:aent by CITY to be sued by a third party in any matter arising out of this Agreement. 13. Sub -Agreement and Assignment Prohibited. LICENSEE shall not enter into any sub -agreement or assignment of this Agreement, or otherwise pledge, encumber, or transfer any interest in this Agreement, either voluntarily, involuntarily, or by operation of law. 14. Events of Default by Licensee; City Remedies. a. The occurrence of any of the following shall constitute an event of deiault under this Agreement: i. LICENSEE fails to perform or breaches any term, covenant, or provision of this Agreement; ii. LICENSEE fails to have this Agreement present at the License Area, as required by this Agreement; iii. LICENSEE fails to maintain its status as an active not -for -profit corporation with the Florida Department of State; or iv. A major portion of LICENSEE"s Personal Property usually kept on the License Area is removed by LICENSEE voluntarily or under legal or administrative process. b. In the event of any default of this Agreement by LICENSEE, CITY shall have the right to immediate termination of this Agreement, whereupon LICENSEE's use of the License Area shall be subject to immediate shutdown by the City of Okeechobee City Council or the Okeechobee Police Department, in addition to or in place of any and all remedies otherwise provided by Florida law. C. LICENSEE agrees that no assent, express or implied, by CITY to any breach of this Agreement by LICENSEE shall be deemed to be a waiver of any succeeding breach by LICENSEE. d. LICENSEE's default of this Agreement may result in denial of future use of any CITY facility by LICENSEE. 15. Surrender; Removal of Property. Upon the expiration or earlier termination of this Agreement or one of the renewal terms hereof, LICENSEE shall peaceably surrender to CITY possession of the License Area, in good condition and repair as when received, and LICENSEE shall remove all Personal Property from the License Area, including all Third -Party Personal Property. If LICENSEE fails to remove any Personal Property within thirty (30) days, such Personal Property shall be deemed abandoned, and CITY may remove and store same at LICENSEE's expense, or, at CITY's sole option, upon not less than thirty (30) days written notice to LICENSEE at the address shown in this Agreement, 'the Personal Property will become the property of CITY, and may be stored or used by CITY, or disposed of as surplus, in the manner CITY disposes of surplus personal property. In the event that any portion of the Personal Property is sold, LICENSEE shall not be entitled to any of the proceeds of such sale. 16. Miscellaneous Provisions. a. Successors Bound. All of the covenants, conditions and obligations of this Agreement shall be binding upon and inure to the benefit of the respective heirs, admin'strators, successors, and assigns of the parties. b. Construction. The headings or captions in this Agreement are for convenience only and are not a part hereof. C. Judicial Interpretation. If any provision of this Agreement becomes subject to judicial interpretation, it is agreed that the court interpreting or considering such provision will not apply the presumption or rule of construction that the terms of this Agreement be more strictly construed against the party which itself or through its counsel prepared the same, because all parties have participated in the preparation of the final form of this Agreement through review and negotiation of terms, and therefore, the application of such presumption or rule of construction would be inappropriate and contrary to the intent of the parties. d. Severability. In the event that any provision of this Agreement is determined to be invalid, illegal, or unenforceable for any reason, such provisions shall be severed from this Agreement and such severance shall not invalidate any other provision of this Agreement or this Agreement itself. e. Entire Agreement. This Agreement contains the entire agreement between the parties, and no prior or independent agreements or understandings between the parties shall be effective for any purpose. LICENSEE acknowledges that any representations, statements, or negotiations made by CITY or by any of the City's staff, employees, counsel, or any other agent, do not suffice to legally bind CITY, unless such representations have been reduced to writing and fully executed by all of the parties. f. Written Modifications. No provision of this Agreement may be changed or modified except by an agreement in writing executed by all of the parties or their succes. ors in interest. g. Venue; Law. Venue for all court proceedings to enforce or interpret this Agreement shall be in Okeechobee County, Florida, and such proceedings shall be governed by the laws of the State of Florida. h. Time is of the Essence. The parties agree that time is of the essence in performance of this Agreement. i. Relationship of Parties. LICENSEE shall never become the agent cf CITY, and CITY shall not be responsible for the acts or omissions of LICENSEE or LICENSEE's agents, employees, participants, and invitees. j. Attorneys' Fees and Waiver of Jury Trial. In the event of any litigation between the parties, the prevailing party shall be entitled to recover reasonable attorneys' lees and court costs from the losing party, at the trial and appellate levels. IN THE EVENT OF /ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY. k. Material Breach. The failure of LICENSEE to comply with any tE!rms or conditions of this Agreement shall be considered a material breach of this Agreement. I. Cross Default. A default under the Agreement will operate as a default of any pre-existing or subsequent Agreement between CITY and LICENSEE. M. Survival. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreemeni, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. n. Non -assignability. This Agreement shall not be assignable by LICENSEE unless such assignment is first approved in writing by CITY. VENUE LICENSE AGREEMENT — OKEECHOBEE HISTORICAL SOCIETY — This Venue License Agreement ("Agreement") is entered into by and between Okeechobee Historical Society, Inc., a Florida not -for -profit corporation (the "Licensor") and the undi:rsigned person or persons (the "Licensee"). In consideration of the mutual covenants, terms, and conditions set forth herein, the parties agree as follows: 1. License of Venue. Subject to the terms and conditions of this Agreement, Licensor agrees to grant to Licensee a license to the event area located at 1003 SW 3rd Avenue, Okeechobee, FL 34974 (the "Venue") during the following date and times (the "Event Period") Date Time Initial Access to the Venue for Setup Rehearsal — Start Rehearsal — End Start of Event End of Event Deadline for Cleanup and Equipment Removal and for the following purpose: 2. Venue Rental Pricing. In consideration for its use of the Venue during the Event Period, Licensee shall donate the sum of (the "Donation") to Licensor. The Donation sum will be due to Licensor no later than four (4) months prior to the Event Period. The Donation is due regardless of cancellation by the Licensee. Any events booked within fewer than four months of the Event Period will be paid in full the time of booking. 3. Return of Venue Premises. Licensee agrees to clean out all personal items and return the Venue to Licensor in the same condition as it was found at the start of the Event Period. All trash, food supplies, decorations and any other materials brought into the Venue by Licensee or its guests, agents, vendors or employees must be removed by the date and time identified above as "Deadline for Cleanup and Equipment Removal." Guests are permitted to leave vehicles overnight if they are unable to drive themselves in a safe manner but must be removed by the date and time identified above as "Deadline for Cleanup and Equipment Removal." Any guest vehicles left at the Venue shall be at the guests' own risk. 4. Prohibited Substances. Licensee is not permitted to use fireworks, spafklers, or an open flame at the Venue or on the surrounding property without the written permission of the Licensor. In addition, alcoholic beverages are prohibited. Licensee will comply with all applicable laws including, without limitation, ensuring that no illegal drugs are brought to the Venue by Licensee or by any of Licensee's guests. 5. Damage to Venue and Surrounding Property. Licensee is responsible for any and all damage to the Venue and surrounding property caused by Licensee or by Licensee's guests, agents, vendors or employees. Licensor shall inspect the Venue after end of the Event Period to determine whether any damage was sustained to the Venue or surrounding property. Licensor shall notify Licensee of any damage: resulting from Licensee's use and occupancy of the property. Licensor may repair and remedy and damage at Licensee's expense. 6. Unavailability of Venue. Should the Venue become unavailable for all or a portion of the Event Period due to damage by fire, flood or other cause or Act of God, or should Licensor be unable to fulfill the terms of this Agreement due to any unforeseen occurrence outside of Licensor's reasonable control, then this Agreement shall terminate and Licensor shall be liable only for the fetes paid by Licensee up to the time of such termination. For the avoidance of doubt, this Section 8 shall survive the termination of this Agreement. 7. Limitation of Liability. Licensee acknowledges and agrees that LICENSOR IS NOT LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR REVENUE OR DIMINUTION IN VALUE), REGARDLESS OF WHETHER THE CLAIM SOUNDS IN CONTRACT, TORT, OR OTHERWISE. Further, Licensee acknowledges and agrees that IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDDIG NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT OF THE DONATION. For any and all claims arising out of or related to this Agreement, Licensee shall seek recovery only against Licensor and not against any individual associated with Licensor or the owner of the real property where the Event Period is being licensed. For the avoidance of doubt, this Section 9 shall survive the termination of this Agreement. 10. Venue Condition. Licensee acknowledges that he/she has been offered the opportunity to inspect The Venue and accepts the Venue in its current condition. 11. Liability Insurance. Licensee is required to carry liability insurance, satisfactory to Licensor, and such policy shall be for no less than $1,000,000.00 and shall cover the Event Period. The company or companies writing any insurance policy which Licensee is required to carry and maintain or cause to be carried or maintained pursuant to this Agreement as well as the form of such insurance shall at all times be subject to Licensor's approval. The required insurance policy evidencing such insurance shall name both Licensor and the City of Okeechobee, Florida as additional insureds and shall also contain a provision by which the insurer agrees that such policy shall not be canceled except after thirty (30) days written notice to Licensor. Proof of each such policy or a certificate thereof, shall be provided to the Licensor by Licensee at least thirty (30) days prior to the date identified above as "Initial Access to the Venue for Setup." If Licensee fails to perform any of its obligations under this section, Licensor may terminate this Agreement 12. Waiver of Right to Recover. Notwithstanding any provision of this Agreement to the contrary, if Licensee suffers a loss or damages, and if typically such loss or damages would be covered under any policy of insurance that Licensee is required to maintain pursuant to this Agreement, then Licensee hereby releases Licensor to and from any and all liability for each such loss or damage, notwithstanding that such loss, damage or liability may arise out of the negligent or intentionally tortious act or omission of the Licensor, its agents, officers or employees and/or notwithstanding that Licensee has failed to maintain the insurance policy required to be maintained by it under this Agreement. The foregoing release shall be effective only so long as it is possible to obtain the insurance policies required to be maintained pursuant to this Agreement with provisions in such policies to the effect that such release shall not impair the effectiveness of such policy or the insured's ability to recover thereunder. Licensee hereto shall use reasonable efforts to have a clause to such effect included in its said policies, and shall promptly notify Licensor in writing if such clause cannot be included in any such policy. 13. Indemnification. Licensee agrees to indemnify and hold Licensor and its members, employees, successors, assigns, agents, and other representatives harmless from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, incurred by Licensor from any third -party claim arising from or out of any act or omission, whether negligent or intentional, of Licensee or Licensee's guests, agents, vendors or employees. Licensee further agrees to indemnify and hold the City of Okeechobee, Florida and its members, employees, successors, assigns, agents, and other representatives harmless from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, incurred by the City of Okeechobee, Florida from any third. -party claim arising; from or out of any act or omission, whether negligent or intentional, of Licensee or Licensee's guests, agents, vendors or employees. 14. Destruction of Licensee's Property. The Licensor shall not be held responsible for any loss or damage, including damage to Licensee's personal property nor the personal property of Licensee's guests, agents, vendors or employees. 15. Contract Approval. Upon receipt of the Donation and this Agreement executed by Licensee, Licensor shall review the proposed Agreement and issue an approval or denial of this Agreement within three (3) business days. Licensee agrees and acknowledges that this Agreement may be approved or denied at the sole discretion of the Licensor. If the proposed Agreement is denied by the Licensor, Licensor shall return the Donation to Licensee within three (3) business days of the decision. 16. Permits and Licenses. Licensee is responsible for procuring all necessary permits and licenses, if any, required for use of the Venue during the Event Period. Licensor shall reasonably cooperate with Licensee to secure all necessary permits and licenses. Server organization must also carry its own $1,000,000.00 liability insurance policy or be insured by the caterer. 17. Removal from Venue. Licensee is responsible for the acts of his/her guests, agents, vendors and employees. Licensor reserves the right to remove any person from the Venue that Licensor believes is disrupting, obstructing, or damaging the Venue or surrounding property. 18. Governing Law; Jurisdiction and Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would require or permit the application of laws of any jurisdiction other than those of the State of Florida Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder must be instituted exclusively in the courts of Okeechobee County, Florida and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. 19. Entire Agreement. This Agreement, including any exhibits hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. If and when included within the term "Licensee," as used in this Agreement, there is more than one person or entity, each shall be jointly and severally liable for the obligations of Licensee. 20. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 21. Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 22. Assignment. Licensee may not assign any of its obligations hereunder without the prior written consent of the Licensor. 23. Non -endorsement by Licensor and City. LICENSEE hereby acknowledges that LICENSOR's execution of this Agreement does not constitute and endorsement by LICENSOR or the City of Okeechobee of the LICENCEE's policies views or beliefs IN WITNESS WHEREOF, the parties have executed this Agreement as of thi,- date first set forth above. LINCESEE: (Print Legal Name By: (Signature of Authorized Signer) Its: (Printed Name of Authorized Signer) Dated: OKEECHOBEE HISTORICAL SOCIETY. INC: By: (Signature of Authorized Signer) Its: (Printed Name of Authorized Signer) Dated: