Facility Use Agreement - Primitive Baptist Church BuildingsCITY OF OKEECHOBEE FACILITY USE LICENSE AGREEMENT
(Primitive Baptist Church)
****
THIS FACILITY USE LICENSE AGREEMENT (hereinafter "this Agreement") is made
and entered into this 6th day of June 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 to 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 the 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 forthis
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"):
Lots 9, 10, 11, and 12 of Block 8, SOUTH OKEECHOBEE subdivision
as recorded in Plat Book 1, Page 12 and Plat Book 5, Page 7,
Okeechobee County public records.
Parcel No: 3-21-37-35-0040-00080-0090
With an address of 1003 SW 3�d Avenue, Okeechobee, FL 34974
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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 not 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 during 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.
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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 benefitto 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 3rd 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 N E 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.
7. General Terms and Conditions. This Agreement is governed by the General
Terms and Conditions attached hereto as Exhibit "A" and incorporated herein by
reference.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives.
LICENSEE;
Okeechobee Historical Society, Inc.
B
as its� side anct�au�horized agent
Date:�,�0,�/a0 a �
�� G����/Lt�1�)GeJ
WITNESS
ryrr�
By: � DOWLING R. WATFORD, JR.,
ayor �`
Date: June 6, 2022
Attest: _ ,�
� ���-� -
LANE GAMIOT A, CMC
City Clerk
Approved as to Form and Legal Sufficiency:
By: "
John J. Fumero, P.A.
City Attorney
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EXHIBIT "A" - GENERAL TERMS AND CONDITIONS
No Representations or Warranties by City. CITY makes no representations 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 and unfettered control
over the License Area.
3. 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 governmental 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 portion 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 within 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 finro (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 in 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.
LICENSEE's Responsibilities for the License Area, generally. LICENSEE shall do the following, at
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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;
c. repair as necessary any damage to doors, windows, walls, ceilings, and floors for holes or
marks resulting from decorations, signage, and displays installed by LICENSEE;
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 shall 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's 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 upon request;
I. be responsible for the orderly conduct of all its agents, employees, participants, 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 portions 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:
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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 property.
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 of 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
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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.
e. 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 consent 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 default 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, administrators, 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
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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 befinreen 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 successors 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 of 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' fees 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
J U RY.
k. Material Breach. The failure of LICENSEE to comply with any terms 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 Agreement, 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.
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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 undersigned 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 Pricin�. 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, sparklers, 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. Dama�e to Venue and Surroundin� Propertv. Licensee is responsible for any and all damage to the
Venue and surrounding properly caused by Licensee or by Licensee's guests, agents, vendors or employees.
Licensor sha11 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.
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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 fees 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 Liabilitv. 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 (INCLUDING 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 Ri�ht 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
Page 12 of 14
of Okeechobee, Florida and its members, employees, successors, assigns, agents, and other representatives
harmless from any and all losses, damages, liabilities, defciencies, 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 Pronertv. 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 Annroval. 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. Governin� 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 j urisdiction) 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 e�ibits 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 Parly 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. Severabilitv. 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. Assi�nment. Licensee may not assign any of its obligations hereunder without the prior written
consent of the Licensor.
23. Non-endorsement bv Licensor and City. LICENSEE herebv acknowled�es that LICENSOR's
execution of this A�reement does not constitute and endorsement bv LICENSOR or the Citv of
Okeechobee of the LICENCEE's policies views or beliefs �
Page 13 of 14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
LINCESEE:
(Print Legal Name)
:
Its:
(Signature of Authorized Signer)
(Printed Name of Authorized Signer)
Dated:
OKEECHOBEE HISTORICAL SOCIETY, INC:
By:
(Signature of Authorized Signer)
Its:
(Printed Name of Authorized Signer)
Dated:
Page 14 of 14
239
VI. PUBLIC HEARING CONTINUED
B. Continued: thereby, we support advertising the Charter revisions with the same language
currently in your agenda as a single ballot item (Exhibit 2). I regret I am unable to attend in
person this evening but want to be sure that the community support for your previous action
on this item is known, recognized, and documented for the record as you continue your efforts
to improve our City and modernize the Charter. Thank You for your continued service to our
community."
Council Member Chandler made a motion to amend proposed Ordinance No. 1253 to separate the
issue of the position of City Clerk changing to an appointed position from the other items listed in the
charter. Motion to amend failed due to the lack of a second,
Motion and second by Council Members Clark and Jarriel to amend proposed Ordinance No. 1253 to
correct errors in Article 5 paragraphs b, d, and g removing any reference that the City Clerk position is
elected; and in the first "Whereas" paragraph, correct to read appointed residents, not City residents.
Motion to Amend Carried Unanimously. Vote on Motion as Amended Carried three to two, Mayor
Watford and Council Member Chandler voting no.
MAYOR WATFORD CLOSED THE PUBLIC HEARING AT 6:33 P.M.
VII. NEW BUSINESS
A. Motion and second by Council Members Jarriel and Chandler to review and approve the Fiscal Year
(FY) 2020-21 Audited Financials prepared by Carr, Riggs and Ingram [as presented in Exhibit 3].
Motion Carried Unanimously.
B. Motion and second by Council Members Jarriel and Keefe to read by title only, proposed Ordinance
No. 1254 regarding Land Development Regulation (LDR) Text Amendment Application No. 22-001-TA
for home-based businesses [as presented in Exhibit 4]. Motion Carried Unanimously.
Attorney Hyden read proposed Ordinance No. 1254 by title only as follows: "AN ORDINANCE OF THE
CITY OF OKEECHOBEE, FLORIDA; AMENDING SECTION 90-633, HOME OCCUPATION WITHIN
CHAPTER 90, LDR'S OF THE CODE OF ORDINANCES; PROVIDING FOR CONFLICT; PROVIDING
FOR CODIFICATION; PROVIDING FOR SEVERABILITY; PROVIDING FOR AN EFFECTIVE DATE:'
Motion and second by Council Members Chandler and Jarriel to approve the first reading of proposed
Ordinance No. 1254 and set July 5, 2022, as the final hearing date. Motion Carried Unanimously.
C. Motion and second by Council Members Keefe and Jarriel to read by title only, proposed Ordinance
No. 1258, extending the sunset date one year for Ordinance No. 1224, adopting the Holding Property
Rezoning Program [as presented in Exhibit 5]. Motion Carried Unanimously.
Attomey Hyden read proposed Ordinance No. 1258 by title only as follows: °AN ORDINANCE OF THE
CITY OF OKEECHOBEE, FLORIDA; EXTENDING THE HOLDING REZONING PROGRAM
CREATED BY ORDINANCE 1224; PROVIDING FOR A ONE (1) YEAR SUNSET CLAUSE;
PROVIDING FOR CONFLICT; PROVIDING FOR SEVERABILITY; PROVIDING FOR
CODIFICATION; AND PROVIDING FOR AN EFFECTIVE DATE."
Motion and second by Council Members Chandler and Jarriel to approve the first reading of proposed
Ordinance No. 1258 and set July 5, 2022, as the final hearing date. Motion Carried Unanimously.
D. Motion and second by Council Members Jarriel and Chandler to approve a budget amendment in the
amount of $9,379.62, not to exceed $10,000.00, to rewire the Council Chambers [as presented in
Exhibit 6]. Motion Carried Unanimously.
E. Discussed local and state regulations for the use of fireworks. Per the discussion and, at the
recommendation of Attorney Hyden, Mayor Watford stated that it was the consensus of the Council
that the Code of Ordinances be amended with Police Staff input.
F. Motion and second by Council Members Clark and Keefe to approve a Facility Use License Agreement
with the Okeechobee Historical Society, Inc., regarding use of the Primitive Baptist Church property [as
presented in Exhibit 8, located at 1003 Southwest (SW) 3rd Avenue, Legal Description: Lots 9 through
12 of Block 8, SOUTH OKEECHOBEE, Plat Book 1, Page 12 and Plat Book 5, Page 7, Okeechobee
County Public RecordsJ. Motion Carried Unanimously.
JUNE 7, 2022, CITY COUNCIL REGULAR MEETING, PAGE 3 OF 4
CITY OF OKEECHOBEE, FLORIDA
N 55 S.E. 3rd Avenue, Okeechobee, FL 34974
° 5 5 3 6 1 (863) 763•3372
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