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Agenda 05/09/2017 Item #16E 305/09/2017 EXECUTIVE SUMMARY Recommendation to approve and execute a First Amendment to License Agreements for use of Wal-Mart’s parking lots to distribute disaster relief supplies to the public. _____________________________________________________________________________________ OBJECTIVE: To provide Points of Distribution of relief supplies to the public in the aftermath of a major disaster. CONSIDERATIONS: Having a Point of Distribution (POD) plan at the local level significantly contributes towards the public's return to normalcy should a major disaster affect them. A pre -identified POD is a location used for managing in-bound resources and rapidly distributing the bulk emergency relief supplies such as water, ice, food, and tarps to the public. Ideally t he site is situated in a manner to facilitate the public's ability to "drive-thru" the area to receive the supplies without having to leave their cars. The benefits for pre-identifying these locations are:  Reduces the time to arrange for the reception of suppliers from the state and delivery to the public.  Provides the public with quick access to water and ice enabling them to re-occupy their homes sooner.  Allows the public access to the immediate resource (tarps, etc.) to rapidly obtain and mitigate potential future losses to their property due to rainfall. In 2007, Real Property Management assisted the Bureau of Emergency Services in securing License Agreements with Wal-Mart Stores, Inc., for POD sites at four of its Naples stores. The current term of ten years is scheduled to expire on May 7, 2017. Wal -Mart has graciously offered the County continued use of portions of the parking lots at the four store locations in Collier County without charge. The attached First Amendment to License Agreements (Amendment) only extends the term of use for an additional ten (10) years. The Amendment has been reviewed and approved by the Bureau of Emergency Services and the County Attorney’s Office. FISCAL IMPACT: There is no Fiscal Impact associated with this agenda item. GROWTH MANAGEMENT IMPACT: There is no impact to the Collier County Growth Management Plan. LEGAL CONSIDERATION: The proposed First Amendment to License Agreements is approved for legality and requires a majority vote for Board action. - JAB RECOMMENDATION: To approve and authorize the Chairman to execute the attached First Amendment to License Agreements. Prepared by: Michael H. Dowling, Senior Property Management Specialist, Real Estate Services ATTACHMENT(S) 1. Wal-Mart POD Amendment (PDF) 16.E.3 Packet Pg. 688 05/09/2017 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.3 Doc ID: 3010 Item Summary: Recommendation to approve and execute a First Amendment to License Agreements for use of Wal-Mart’s parking lots to distribute disaster relief supplies to the public. Meeting Date: 05/09/2017 Prepared by: Title: Property Management Specialist, Senior – Facilities Management Name: Michael Dowling 04/06/2017 10:15 AM Submitted by: Title: Division Director - Facilities Mgmt – Facilities Management Name: Dennis Linguidi 04/06/2017 10:15 AM Approved By: Review: Emergency Management Daniel Summers Additional Reviewer Completed 04/06/2017 1:20 PM Facilities Management Toni Mott Additional Reviewer Completed 04/12/2017 5:49 PM Facilities Management Miguel Carballo Additional Reviewer Completed 04/17/2017 4:39 PM Administrative Services Department Paula Brethauer Level 1 Division Reviewer Completed 04/20/2017 11:18 AM County Attorney's Office Jennifer Belpedio Level 2 Attorney of Record Review Completed 04/21/2017 4:50 PM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 04/25/2017 3:05 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 04/26/2017 10:42 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 04/26/2017 2:37 PM Office of Management and Budget Laura Wells Additional Reviewer Completed 04/27/2017 9:40 AM County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 04/30/2017 9:20 AM Board of County Commissioners MaryJo Brock Meeting Pending 05/09/2017 9:00 AM 16.E.3 Packet Pg. 689 FIRST AMENDMENT TO LICENSE AGREEMENTS THIS FIRST AMENDEMENT TO LICENSE AGREEMENTS is dated the day of 2017. WHEREAS, WAL-MART STORES, INC., of 702 S. W. 8th Street with offices at 2001 S. E. 10th Street , Bentonville, Arkansas 72716-0550, Attn: Realty Management Dept. #44-9384 (collectively, 'Licensor'); and COLLIER COUNTY ('Licensee'), with an address of, in care of Real Propefty Management,3335 East Tamiami Trail, Suite l0l, Naples, FL 341 12, did enter into License Agreements for Licensee to use portions of the parking areas of Wal-Mart Stores #1119, #1957,#5055, and #5391 for the distribution of emergency supplies. including but not limited to food. water. tarps. armv rations. etc. for a period of l4 days at a time. WHERAS, each License Agreement dated May 8, 2007, attached hereto and made a part hereof this Amendment, expires on May 7, 2017, and Licensor and Licensee are desirous of extending the term of each License Agreement so as to expire on May 7,2017. NOW THEREFORE, in consideration of the mutualpromises herein contained, the parties hereto do agree as follows: l. The term of the aforementioned License Agreements are hereby extended until May 7,2027. 2. At the time of the execution of this Amendment, Store #1 I l9 has plans to expand the footprint of that store, and the Licensed Area for that particular store may be affected by construction for approximately twenty months. If the Licensee requires use of that area during the time of an emergency, the Store Manager shall provide Licensee with an alternative location for its operation. However, if due to construction, there is no suitable location for Licensee's operation, the Licensee will have to locate an alternative property other than the Licensed Area at Store #l I19. 3. All other terms and conditions of the License Agreements remain the same. IN WITNESS WHEREOF, the respective parties hereto have caused this Amendment to License Agreements to be duly executed as of the date first above written. By: AS TO LICENSEE: DATED: ATTEST: DWIGHT E.BROCK,Clerk Deputy Clerk AS TO LICENSOR: DATED: Approved as to form and legality for Licensee: BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY,FLORIDA By: Pcnny Taylor,Commission Chaillllan WAL―MART STORES,INC. Signature (Print or type name) (Print or type title) Approved as to form and legality for Licensor: (Signature) By: f"*ite < \ Assistant County Attorney =LO\g\C(Print or type name and title) 16.E.3.a Packet Pg. 690 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) ?うt LICENSE AgREEMENT THIS LICENSE AGREEMENT ("Agreemenr"), made and entered inro this {ffirMay,Zoo:,by and berween WAL-MART STORES EAST; LP, of 702 S.W. 8ft Street with offices at}OOl S.E. loth Sffeet, Bentonville, Arkansas 72716-0550, Attn: Realty Management Dept. #44-9384 (collectively, "Licensor"); and COLLIER COUNTY, with an address of 3301 East Tamiami Trail, Naples, FL34112, Attn: Real Estate Services (collectively, "Licensee"). WITNESSETH WHEREAS, Licensor is the owner of/holds a leasehold interest in that property known as Wal-Mart Store #l I19, located at345l TAMIAMI TRAIL E , Naples FL ("Premises"), and WHEREAS, Licensee under this Agreement proposes to Operate Emergency Distribution Points at the facility known as Wal-Mart Store #l l l9 ("License Area"), as depicted on Exhibit A; and WHEREAS, Licensor and Licensee now desire to enter into an agreement whereby such business shall be conducted by Licensee at the License Area, under such terms and conditions as are hereinafter more particularly set forth. NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto do agree as follows: l. The Licensee is given permission to occupy the License Area for the purpose of using designated areas of the parking lot in emergency situations for Distribution Points for the distribution of emergency supplies including but not limited to food, water, tarps, army rations, etc. for a period of 14 days at a time (the "Permitted Use") on the License Area and for no other reason. Should the License Area be used for another purpose, Licensor may revoke and terminate this Agreement immediately, and Licensee shall vacate and surrender the License Area to Licensor immediately upon notification. Licensee shall secure at its sole cost and expense from all the appropriate authorities, all licenses and/or permits necessary to conduct the permitted use on the License Area. Licensee agrees hereby to comply with all applicable laws, rules, codes and/or other regulation governing such operation; obtain any and all necessary consents or approvals, and to display same as required by any law, rule, code, or regulations of any administrative or regulatory body, city, county, state, or federal agency, or other such body. Any fee, fine, cost, levy, or other such charge resulting from the failure of Licensee to obtain and/or display any such item shall be the sole responsibility of Licensee. Failure to pay any such charge shall be a default under this Agreement. If such charge remains unpaid for a period of ten (10) days then Licensor may terminate this Agreement. Licensor makes no representation as to the availability of permits, and Licensor shall have no liability to Licensee in the event Licensee is unable for any reason to obtain permits. Further, in the event Licensee is unable for any reason to obtain all licenses and/or permits necessary to operate on the License Area, Licensor can revoke and terminate this Agreement immediately, and Licensee shall vacate the License Area immediately upon notification. Z. This license agreement shall continue on in full force and effect for a period of ten (10) years from the date first written above, subject to paragraph 15. 3. In consideration of the privilege granted and conceded by the Licensor, Licensee shall pay as rent to Licensor the sum of One Dollar ($1.00). 4. Licensee shall pay during the Term hereof all electrical, water, gas, telephone, and other public or private utility charges in connection with its occupancy and use of any License Area, including all costs of operating and maintaining all equipment therein, all business licenses, and similar permit fees. Effective through the end of the Term, Licensee shall pay directly to the applicable public utilities the cost of all utility services furnished to any License Area occupied or used by Licensee hereunder. Licensee shall deliver to Licensor, within l0 days of written request, evidence that the utility companies have been notified to bill Licensee directly for all services to any License Area occupied or used by Licensee hereunder. In the event Licensor receives any invoices for utilities for the period during which Licensee occupied the License Area, Licensee shall remit payment to the appropriate utility after receiving a copy of the bill from Licensor. In the event Licensee fails to make payment Licensor shall be entitled to remit payment on behalf of Licensee. Licensee shall thereafter reimburse Licensor for the amount of the utility bill plus ten (lO7o) of the total to reimburse Licensor for its administrative expense. 5. Licensee hereby agrees and covenants that the License Area will be kept clean at all times, free of any trash or debris. If Licensee shall fail to maintain the License Area occupied or used by Licensee hereunder in a clean manner, Licensor shall have the right to clean the License Area after five (5) days written notice to Licensee. Licensor shall then be permitted to invoice Licensee for all costs incurred and to add a l5Vo administrative fee to such costs. Licensee shall pay such invoice within five (5) days 16.E.3.a Packet Pg. 691 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 8. 6. 7. 12. of its receipt or this Agreement shall immediately terminate, and Licensee shall vacate and surrender the License Area to Licensor. Licensee hereby agrees and covenants that said Permitted Use will not create excessive noise; and in the event that complaints arise due to excessive noise, then Licensee shall eliminate the source thereof' If Licensee fails to cure within twenty-four (24) hours of notification, Licensor can revoke and terminate this Agreement immediately, and Licensee shall vacate and surrender the License Area to Licensor immediately upon notification. Licensee hereby agrees and covenants that nothing shall penetrate the roof, the sides of the building, or the surface of the parking lot at any License Area occupied or used by Licensee hereunder. Should a tent or tents be necessary for display or to conduct business, the tent or tents shall be freestanding and shall be located in an area which Licensor designates. Should damage occur to any License Area occupied or used by Licensee hereunder due to the use of stakes, hanging of a sign or signs, or other 1n"unr, Licensor shall be permitted to invoice Licensee for all costs incurred to repair such damage and to add a75Vo administrative fee to such costs. Licensee shall pay such invoice within five (5) days of its receipt or this Agreement shall immediately terminate and Licensee shall vacate and surrender such License Area to Licensor immediately upon notification. Licensor reserves the right to pursue any legal remedies or alternatives to collect any outstanding reimbursements related to this Agreement. Licensee hereby agrees and covenants that all items ("Property") placed in or on any License Area occupied or used by Licensee hereunder by Licensee, its employees, agents, or invitees of Licensee, or any occupant of the License Area, will be removed from the License Area as soon as practicable following termination of this Agreement, but in no event later than five (5) days following termination of this Agreement, If Licensee fails to remove the Property within the period, Licensor shall have the right to remove the Property from the License Area. Such Property shall become the sole and personal property of Licensor, and Licensor may dispose of it at its discretion. Upon termination of the Agreement, Licensee shall leave any License Area occupied or used by Licensee hereunder broom clean in the same condition as at the colrlmencement of the term hereof, reasonable wear and tear excepted. Licensee further agrees and covenants that it will remove all property and clean any License Area occupied or used by Licensee hereunder (including sweeping of its area of the parking lot) at Licensee's sole expense, and Licensor shall not be required to do any work whatsoever. Licensee will contact Manager of Wal-Mart Operating Store #ll19, located at 3451 TAMIAMI TRAIL E , Naples FL, for a walk-through and return of key, if applicable, upon vacating the License Area. Licensee hereby agrees and covenants that Licensee at all times will indemnify and save, protect, defend and hold harmless the Licensor and the Premises of, from, and against any and all liability, cost, damage, or expense, including reasonable attorney's fees and costs, and any fines whatsoever which may arise or be claimed against the Licensor or the Premises by any person or persons for any loss, injury, damage, or death of any person, or property whatsoever arising from or out of the business, operations, use, or occupancy of the License Area by Licensee, the Licensee's agents, employees, or servants, or arising from or in connection with any other act or omission of Licensee, except for any liability, cost damage, or expense, including reasonable attorney's fees and costs and any fines whatsoever which may arise or be claimed by any person or persons for any loss, injury, damage, or death of any person, or property whatsoever arising from or out of the gross negligence or willful misconduct of licensor, its employees or agents. All Property belonging to Licensee, employees, agents, or invitees of Licensee, or any occupant of the License Area, and on Licensor's Premises, shall be at the risk of Licensee or other person only, and Licensor shall not be liable to damage thereto or theft or misappropriation thereof, provided, however, that should Licensee fail to remove such property, pursuant to Paragraph 8 above, such property shall be disposed of by Licensor without obligation to Licensee. Licensee will carry and keep in force, at its own expense, Comprehensive General Liability insurance with companies licensed to do business in this State, in an amount not less than $2,000,000 single limited personal injury and property damage and $1,000,000 Worker's Compensation lnsurance. The required coverage may be provided in the form of Comprehensive General Liability Insurance coverage together with Excess Liability insurance coverage, All policies of insurance shall be considered primary of any existing, similar insurance canied by Licensor. Licensee shall furnish Licensor with a Certificate of Insurance showing Licensor as additional insured. To the maximum extent permitted by insurance policies that may be owned by Licensor or Licensee, Licensee or Licensor and their respective insured, for the benefit of each other, waive any and all rights of subrogation that might otherwise exist. 9. 10. 16.E.3.a Packet Pg. 692 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 13 14 Licensor hereby reserves the right during the Term hereof, for itself or its duly authorized agents or representatives, to enter upon the License Area for the purpose of inspecting the same, showing the same to any prospective purchaser, tenant or sub-tenant, or for any purpose for which Licensor may be required to go on the Premises under this Agreement. Licensor shall also be permitted to have signage placed on the Premises for marketing and,/or advertising purposes. Solicitation and/or distribution of literature is prohibited at all times in any area of the store building. Solicitation and /or distribution of literature is permitted outside the building provided the solicitation and distribution of literature does not unduly harass Wal-Mart's Associates or Customers and does not impede the free flow of traffic. Wal-Mart shall have the sole right to determine what constitutes undue harassment of its Associates and Customers, and Wal-Mart shall have sole right to determine whether the solicitation and /or distribution of literature impedes the free flow of traffic. No sign, poster, placard, display, handbill or written material shall contain or depict "fighting words", obscenities, pornography, gross or gruesome displays, highly inflammatory slogans likely to provoke a disturbance or racial or ethnic slurs. Wal-Mart shall have the right to revoke this license should Licensee breach any covenant contained in this paragraph. Licensee shall be required to sign two (2) copies of the Solicitation and Distribution of Literature Rules. Solicitation is defined as requesting or seeking, in writing or orally, donations, help or the like for any cause. Distribution of literature is defined as the act or process of giving out or delivering leaflets, pamphlets, or other written material. Notwithstanding anything contained herein to the contrary, Licensor may revoke and terminate this License Agreement for any reason with thirty (30) days written notice to the other by Certified Mail, Federal Express, or ovemight delivery, and Licensee shall vacate and surrender any License Area then occupied to Licensor immediately with each party having all rights as if this Agreement has expired. IN WITNESS WHEREOF, the respective parties hereto have caused this Agreement to be duly executed as of the date first herein written. AS TO THE LICENSEE: 15 DATED J・ ア・∂/ATTEST:、 ` Dヽ VIGHT E BROCK,Clcrk s19nature onlr AS TO LICENSOR: DATED: Approved as to form and legal sufficiency: WAL‐MART STORES,INC. 町3は ‰_LDBOARD OF COUNTY COMMISSIONERS, By: Ittest is tp cho"rriian ― C. Palmdr, Assistant County Attomey 16.E.3.a Packet Pg. 693 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 16.E.3.a Packet Pg. 694 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) ?D, LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement"), made and enrered,n,o rn,r*y of May, 20o7,by and between WAL-MART STORES EAST, LP, of 702 S.w. 86 Street with offices at 2oOi s.B. t6d Street, Bentonville, Arkansas 72716-0550, Attn: Realty Management Dept. #44-9384 (collectively, "Licensor"); and COLLIER COUNTY, with an address of 3301 East Tamiami Trail, Naples, FL 34112, Attn: Real Estate Services (collectively, "Licensee"). WITNESSETH WHEREAS, Licensor is the owner of/holds a leasehold interest in that property known as Wal-Mart Store #1957, located at 11225 Tamiami Trail North, Naples, FL ("Premises"), and WHEREAS, Licensee under this Agreement proposes to Operate Emergency Distribution Points at the facility known as Wal-Mart Store #1957 ("License Area"), as depicted on Exhibit A; and WHEREAS, Licensor and Licensee now desire to enter into an agreement whereby such business shall be conducted by Licensee at the License Area, under such terms and conditions as are hereinafter more particularly set forth. NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto do agree as follows: l.The Licensee is given permission to occupy the License Area for the purpose of using designated areas of the parking lot in emergency situations for Distribution Points for the distribution of emergency supplies including but not limited to food, water, tarps, army rations, etc. for a period of 14 days at a time (the "Permitted Use") on the License Area and for no other reason. Should the License Area be used for another purpose, Licensor may revoke and terminate this Agreement immediately, and Licensee shall vacate and surrender the License Area to Licensor immediately upon notification. Licensee shall secure at its sole cost and expense from all the appropriate authorities, all licenses and/or permits necessary to conduct the permitted use on the License Area. Licensee agrees hereby to comply with all applicable laws, rules, codes and/or other regulation governing such operation; obtain any and all necessary consents or approvals, and to display same as required by any law, rule, code, or regulations of any administrative or regulatory body, city, county, state, or federal agency, or other such body. Any fee, fine, cost, levy, or other such charge resulting from the failure of Licensee to obtain and/or display any such item shall be the sole responsibility of Licensee. Failure to pay any such charge shall be a default under this Agreement. If such charge remains unpaid for a period of ten (10) days then Licensor may terminate this Agreement. Licensor makes no representation as to the availability of permits, and Licensor shall have no liability to Licensee in the event Licensee is unable for any reason to obtain permits. Further, in the event Licensee is unable for any reason to obtain all licenses and/or permits necessary to operate on the License Area, Licensor can revoke and terminate this Agreement immediately, and Licensee shall vacate the License Area immediately upon notification. This license agreement shall continue on in full force and effect for a period of ten (10) years from the date first written above, subject to paragraph 15. In consideration of the privilege granted and conceded by the Licensor, Licensee shall pay as rent to Licensor the sum of One Dollar ($1.00). Licensee shall pay during the Term hereof all electrical, water, gas, telephone, and other public or private utility charges in connection with its occupancy and use of any License Area, including all costs of operating and maintaining all equipment therein, all business licenses, and similar permit fees. Effective through the end of the Term, Licensee shall pay directly to the applicable public utilities the cost of all utility services furnished to any License Area occupied or used by Licensee hereunder. Licensee shall deliver to Licensor, within l0 days of written request, evidence that the utility companies have been notified to bill Licensee directly for all services to any License Area occupied or used by Licensee hereunder. In the event Licensor receives any invoices for utilities for the period during which Licensee occupied the License Area, Licensee shall remit payment to the appropriate utility after receiving a copy of the bill from Licensor. In the event Licensee fails to make payment Licensor shall be entitled to remit payment on behalf of Licensee. Licensee shall thereafter reimburse Licensor for the amount of the utility bill plus ten (lo7o) of the total to reimburse Licensor for its administrative expense. Licensee hereby agrees and covenants that the License Area will be kept clean at all times, free of any trash or debris, If Licensee shall fail to maintain the License Area occupied or used by Licensee hereunder in a clean manner, Licensor shall have the right to clean the License Area after five (5) days written notice to Licensee. Licensor shall then be permitted to invoice Licensee for all costs incurred and to add a l57o administrative fee to such costs. Licensee shall pay such invoice within five (5) days 2. 3. 4. 5. 16.E.3.a Packet Pg. 695 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 768119 of its receipt or this Agreement shall immediately terminate, and Licensee shall vacate and surrender the License Area to Licensor. Licensee hereby agrees and covenants that said Permitted Use will not create excessive noise; and in the event that complaints arise due to excessive noise, then Licensee shall eliminate the source thereof.If Licensee fails to cure within twenty-four (24) hours of notification, Licensor can revoke and terminate this Agreement immediately, and Licensee shall vacate and surrender the License Area to Licensor immediately upon notification. Licensee hereby agrees and covenants that nothing shall penetrate the roof, the sides of the building, or the surface of the parking lot at any License Area occupied or used by Licensee hereunder. Should a tent or tents be necessary for display or to conduct business, the tent or tents shall be freestanding and shall be located in an area which Licensor designates. Should damage occur to any License Area occupied or used by Licensee hereunder due to the use of stakes, hanging of a sign or signs, or other means, Licensor shall be permitted to invoice Licensee for all costs incurred to repair such damage and to add a l57o administrative fee to such costs. Licensee shall pay such invoice within five (5) days of its receipt or this Agreement shall immediately terminate and Licensee shall vacate and surrender such License Area to Licensor immediately upon notification. Licensor reserves the right to pursue any legal remedies or altematives to collect any outstanding reimbursements related to this Agreement. Licensee hereby agrees and covenants that all items ("Property") placed in or on any License Area occupied or used by Licensee hereunder by Licensee, its employees, agents, or invitees of Licensee, or any occupant of the License Area, will be removed from the License Area as soon as practicable following termination of this Agreement, but in no event later than five (5) days following termination of this Agreement. If Licensee fails to remove the Property within the period, Licensor shall have the right to remove the Property from the License Area. Such Property shall become the sole and personal property of Licensor, and Licensor may dispose of it at its discretion. Upon termination of the Agreement, Licensee shall leave any License Area occupied or used by Licensee hereunder broom clean in the same condition as at the commencement of the term hereof, reasonable wear and tear excepted. Licensee further agrees and covenants that it will remove all property and clean any License Area occupied or used by Licensee hereunder (including sweeping of its area of the parking lot) at Licensee's sole expense, and Licensor shall not be required to do any work whatsoever. Licensee will contact Manager of Wal-Mart Operating Store #1957, located at 11225 Tamiami Trail North, Naples FL, for a walk-through and retum of key, if applicable, upon vacating the License Area. Licensee hereby agrees and covenants that Licensee at all times will indemnify and save, protect, defend and hold harmless the Licensor and the Premises of, from, and against any and all liability, cost, damage, or expense, including reasonable attorney'S fees and costs, and any fines whatsoever which may arise or be claimed against the Licensor or the Premises by any person or persons for any loss, injury, damage, or death of any person, or property whatsoever arising from or out of the business, operations, use, or occupancy of the License Area by Licensee, the Licensee's agents, employees, or servants, or arising from or in connection with any other act or omission of Licensee, except for any liability, cost damage, or expense, including reasonable attorney's fees and costs and any fines whatsoever which may arise or be claimed by any person or persons for any loss, injury, damage, or death of any person, or property whatsoever arising from or out of the gross negligence or willful misconduct of licensor, its employees or agents. All Property belonging to Licensee, employees, agents, or invitees of Licensee, or any occupant of the License Area, and on Licensor's Premises, shall be at the risk of Licensee or other person only, and Licensor shall not be liable to damage thereto or theft or misappropriation thereof, provided, however, that should Licensee fail to remove such property, pursuant to Paragraph 8 above, such property shall be disposed of by Licensor without obligation to Licensee Licensee will carry and keep in force, at its own expense, Comprehensive General Liability insurance with companies licensed to do business in this State, in an amount not less than $2,000,000 single Iimited personal injury and property damage and $1,000,000 Worker's Compensation Insurance. The required coverage may be provided in the form of Comprehensive General Liability Insurance coverage together with Excess Liability insurance coverage. All policies of insurance shall be considered primary of any existing, similar insurance carried by Licensor. Licensee shall furnish Licensor with a Certificate of Insurance showing Licensor as additional insured. To the maximum extent permitted by insurance policies that may be owned by Licensor or Licensee, Licensee or Licensor and their respective insured, for the benefit of each other, waive any and all rights of subrogation that might otherwise exist. 10 ノ 16.E.3.a Packet Pg. 696 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 13 Licensor hereby reserves the right during the Term hereof, for itself or its duly authorized agents or representatives, to enter upon the License Area for the purpose of inspecting the same, showing the same to any prospective purchaser, tenant or sub-tenant, or for any purpose for which Licensor may be required to go on the Premises under this Agreement. Licensor shall also be permitted to have signage placed on the Premises for marketing and./or advertising purposes. Solicitation and/or distribution of literature is prohibited at all times in any area of the store building. Solicitation and /or distribution of literature is permitted outside the building provided the solicitation and distribution of literature does not unduly harass Wal-Mart's Associates or Customers and does not impede the free flow of traffic. Wal-Mart shall have the sole right to determine what constitutes undue harassment of its Associates and Customers, and Wal-Mart shall have sole right to determine whether the solicitation and /or distribution of literature impedes the free flow of traffic. No sign, poster, placard, display, handbill or written material shall contain or depict "fighting words", obscenities, pomography, gross or gruesome displays, highly inflammatory slogans likely to provoke a disturbance or racial or ethnic slurs. Wal-Mart shall have the right to revoke this Iicense should Licensee breach any covenant contained in this paragraph. Licensee shall be required to sign two (2) copies of the Solicitation and Distribution of Literature Rules. Solicitation is defined as requesting or seeking, in writing or orally, donations, help or the like for any cause. Distribution of literature is defined as the act or process of giving out or delivering leaflets, pamphlets, or other written material. Notwithstanding anything contained herein to the contrary, Licensor may revoke and terminate this License Agreement for any reason with thirty (30) days written notice to the other by Certified Mail, Federal Express, or ovemight delivery, and Licensee shall vacate and surrender any License Area then occupied to Licensor immediately with each party having all rights as if this Agreement has expired. IN WITNESS WHEREOF, the respective parties hereto have caused this Agreement to be duly executed as of the date first herein written. AS TO THE LICENSEE: DATED: `‐ 。ア・●ア BOARD OF COUNTY COMMISSIONttRS, COLLIER COUNTY,FLORDA ATTEsT:『 | ′ DWIGHT E BROCK,Clcrk 14 15 AttS= slgnatur€ AS TO LICENSOR: DATED:WAL‐ⅣIART STORES,INC. ノ 16.E.3.a Packet Pg. 697 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) ■ “ Exhibit A 01:◇1言8 4) く｀|/ノ 16.E.3.a Packet Pg. 698 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) ?3( LICEN$E AGREEMENT <1> THIS LICENSE AGREEMENT ('Agreement"), made and enrered inro this o day of May, 2007, by and between WAL-MART STORES EAST, Lp, of 702 S.w. 8s Srreet with offices at 2001 S.E. lon Street, ' Bentonville, Arkansas 72716-0550, Attn: Realty Management Dept. #44-9384 (collectively, "Licensor"); and COLLIER COUNTY' with an address of 3301 East Tamiami Trail, Naples, FL 34112, Attn: Real Esrare Services (collectively, "Licensee"). WITNESSETH WHEREAS' Licensor is the owner of/holds a leasehold interest in that property known as Wal-Mart Store #5055, located at 9885 Collier Boulevard, Naples, FL ("Premises"), and WHEREAS, Licensee under this Agreement proposes to Operate Emergency Distribution Points at the facility known as Wal-Mart Store #5055 ("License Area"), as depicted on Exhibit A; and WHEREAS, Licensor and Licensee now desire to enter into an agreement whereby such business shall be conducted by Licensee at the License Area, under such terms and conditions as are hereinafter more particularly set forth. NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto do agree as follows: l.The Licensee is given permission to occupy the License Area for the purpose of using designated areas of the parking lot in emergency situations for Distribution Points for the distribution of emergency supplies including but not limited to food, water, tarps, army rations, etc. for a period of 14 days at a time (the "Permitted Use") on the License Area and for no other reason. Should the License Area be used for another purpose, Licensor may revoke and terminate this Agreement immediately, and Licensee shall vacate and surrender the License Area to Licensor immediately upon notification. Licensee shall secure at its sole cost and expense from all the appropriate authorities, all licenses and/or permits necessary to conduct the permitted use on the License Area. Licensee agrees hereby to comply with all appticable laws, rules, codes and/or other regulation governing such operation; obtain any and all necessary consents or approvals, and to display same as required by any law, rule, code, or regulations of any administrative or regulatory body, city, county, state, or federal agency, or other such body. Any fee, fine, cost, levy, or other such charge resulting from the failure of Licensee to obtain and/or display any such item shall be the sole responsibility of Licensee. Failure to pay any such charge shall be a default under this Agreement. If such charge remains unpaid for a period of ten (10) days then Licensor may terminate this Agreement. Licensor makes no representation as to the availability of permits, and Licensor shall have no liability to Licensee in the event Licensee is unable for any reason to obtain permits. Further, in the event Licensee is unable for any reason to obtain all licenses and/or permits necessary to operate on the License Area, Licensor can revoke and terminate this Agreement immediately, and Licensee shall vacate the License Area immediately upon notification. This license agreement shall continue on in full force and effect for a period of ten (10) years from the date first written above, subject to paragraph 15. In consideration of the privilege granted and conceded by the Licensor, Licensee shall pay as rent to Licensor the sum of One Dollar ($1.00). Licensee shall pay during the Term hereof all electrical, water, gas, telephone, and other public or private utility charges in connection with its occupancy and use of any License Area, including all costs of operating and maintaining all equipment therein, all business licenses, and similar permit fees. Effective through the end of the Term, Licensee shall pay directly to the applicable public utilities the cost of all utility services fumished to any License Area occupied or used by Licensee hereunder. Licensee shall deliver to Licensor, within l0 days of written request, evidence that the utility companies have been notified to bill Licensee directly for all services to any License Area occupied or used by Licensee hereunder. In the event Licensor receives any invoices for utilities for the period during which Licensee occupied the License Area, Licensee shall remit payment to the appropriate utility after receiving a copy of the bill from Licensor. In the event Licensee fails to make payment Licensor shall be entitled to remit payment on behalf of Licensee. Licensee shall thereafter reimburse Licensor for the amount of the utility bill plus ten (lOVo) of the total to reimburse Licensor for its administrative expense. Licensee hereby agrees and covenants that the License Area will be kept clean at all times, free of any trash or debris. If Licensee shall fail to maintain the License Area occupied or used by Licensee hereunder in a clean manner, Licensor shall have the right to clean the License Area after five (5) days written notice to Licensee. Licensor shall then be permitted to invoice Licensee for all costs incurred and to add a 1570 administrative fee to such costs. Licensee shall pay such invoice within five (5) days 4, 3. 5. 16.E.3.a Packet Pg. 699 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 6of its. receipt or this Agreement shall immediately terminate, and Licensee shall vacate and surrenderthe License Area to Licensor. Licensee hereby agrees and covenants that said Permitted Use will not create excessive noise; and inthe event that complaints arise due to excessive noise, then Licensee shall eliminate the source thereof.If Licensee fails to cure within twenty-four (24) hours of notification, Licensor can revoke andterminate this Agreement irnrnediately, and Licensee shall vacate and surrender the License Area toLicensor immediately upon notification. r''icensee hereby agrees and covenants that nothing shall penetrate the roof, the sides of the building, orthe surface of the parking lot at any License Area occupied or used by Licensee hereunder. Should atent-or tents be necessary for display or to conduct business, the tent or tents shall be freestanding andshall be located in an area which Licensor designates. Should damage occur to any License Areaoccupied or used by Licensee hereunder due to the use of stakes, hanging of a sign oi signs, or other means, Licensor shall be permitted to invoice Licensee for ali costs incurred to rep-air such-damage andto add a l57o administrative fee to such costs. Licensee shall pay such invoice within five (5) diys of its receipt or this Agreement shall immediately terminate and Licensee shall vacate and surrender such License Area to Licensor immediately upon notification. Licensor reserves the right to pursue any legal remedies or altematives to collect any outstanding reimbursements related to this Agreement, Licensee hereby agrees and covenants that all items ("property") placed in or on any License Area occupied or used by Licensee hereunder by Licensee, its employees, agents, or invitees of Licensee, or any occupant of the License Area, will be removed from the License Area as soon as practicable following termination of this Agreement, but in no event later than five (5) days following termination of this Agreement. If Licensee fails to remove the Property within the period, Licensor shall have the right to remove the Property from the License Area. Such Property shall become the sole and personal property of Licensor, and Licensor may dispose of it at its discretion. upon termination of the Agreement, Licensee shall leave any License Area occupied or used by Licensee hereunder broom clean in the same condition as at the commencement of the term hereof, reasonable wear and tear excepted. Licensee further agrees and covenants that it will remove all property and clean any License Area occupied or used by Licensee hereunder (including sweeping of its area of the parking lot) at Licensee's sole expense, and Licensor shall not be required to do any work whatsoever. Licensee will contact Manager of Wal-Mart Operating Store #5055, located at 9885 Collier Boulevard, Naples FL, for a walk-through and return of key, if applicable, upon vacaring the License Area. Licensee hereby agrees and covenants that Licensee at all times will indemnify and save, protect, defend and hold harmless the Licensor and the Premises of, from, and against any and all liability, cost, damage, or expense, including reasonable attorney's fees and costs, and any fines whatsoever which may arise or be claimed against the Licensor or the Premises by any person or persons for any loss, injury, damage, or death of any person, or property whatsoever arising from or out of the business, operations, use, or occupancy of the License Area by Licensee, the Licensee's agents, employees, or servants, or arising from or in connection with any other act or omission of Licensee, except for any liability, cost damage, or expense, including reasonable attomey's fees and costs and any fines whatsoever which may arise or be claimed by any person or persons for any loss, injury, damage, or death of any person, or property whatsoever arising from or out of the gross negligence or willful misconduct of licensor, its employees or agents. All Property belonging to Licensee, employees, agents, or invitees of Licensee, or any occupant of the License Area, and on Licensor's Premises, shall be at the risk of Licensee or other person only, and Licensor shall not be liable to damage thereto or theft or misappropriation thereof, provided, however, that should Licensee fail to remove such property, pursuant to Paragraph 8 above, such property shall be disposed of by Licensor without obligation to Licensee. Licensee will carry and keep in force, at its own expense, Comprehensive General Liability insurance with companies licensed to do business in this State, in an amount not less than $2,000,000 single limited personal injury and property damage and $1,000,000 Worker's Compensation Insurance. The required coverage may be provided in the form of Comprehensive General Liability Insurance coverage together with Excess Liability insurance coverage. All policies of insurance shall be considered primary of any existing, similar insurance carried by Licensor. Licensee shall fumish Licensor with a Certificate of Insurance showing Licensor as additional insured. To the maximum extent permitted by insurance policies that may be owned by Licensor or Licensee, Licensee or Licensor and their respective insured, for the benefit of each other, waive any and all rights of subrogation that might otherwise exist.87911 10 16.E.3.a Packet Pg. 700 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 13 14 Licensor hereby reserves the right during the Term hereof, for itself or its duly authorized agents or representatives, to enter upon the License Area for the purpose of inspecting the same, showing the same to any prospective purchaser, tenant or sub-tenant, or for any purpose for which Licensor may be required to go on the Premises under this Agreement. Licensor shall also be permitted to have signage placed on the Premises for marketing and/or advertising purposes. Solicitation and/or distribution of literature is prohibited at all times in any area of the store building. Solicitation and /or distribution of literature is permitted outside the building provided the solicirarion and distribution of literature does not unduly harass Wal-Mart's Associates or Customers and does not impede the free flow of traffic. Wal-Mart shall have the sole right to determine what constitutes undue harassment of its Associates and Customers, and Wal-Mart shall have sole right to determine whether the solicitation and /or distribution of literature impedes the free flow of traffic. No sign, posrer, placard, display, handbill or written material shall contain or depict "fighting words", obscenities, pornography, gross or gruesome displays, highly inflammatory slogans likely to provoke a disturbance or racial or ethnic slurs. Wal-Mart shall have the right to revoke this license should Licensee breach any covenant contained in this paragraph. Licensee shall be required to sign two (2) copies of the Solicitation and Distribution of Literature Rules. Solicitation is defined as requesting or seeking, in writing or orally, donations, help or the like for any cause. Distribution of literature is defined as the act or process of giving out or delivering leaflets, pamphlets, or other written material. Notwithstanding anything contained herein to the contrary, Licensor may revoke and terminate this License Agreement for any reason with thirty (30) days written notice to the other by Certified Mail, Federal Express, or ovemight delivery, and Licensee shall vacate and surrender any License Area then occupied to Licensor immediately with each party having all rights as if this Agreement has expired. IN WITNESS WHEREOF, the respective parties hereto have caused this Agreement to be duly executed as of the date first herein written. AS TO THE LICENSEE: 15 DATED r y.dァ ATTEST: DWIGHT E BROCK,Clcrk '|´ |::.,そ ,. : AS TO LICENSOR: DATED: BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY,FLORDA By Thomas C. Palmer,lAssistant County Attomey sufficiency:Approved as to form 16.E.3.a Packet Pg. 701 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 14・ . ,': .′ , , 1ヽ 【 Exhibit A お配′ι17ビ ぴ ュvo輌 魔 niぽメaン m盤"二Yi■ |■:=姜■三要 ,・ ｀ヾぐ＼_ 鰤1粒 16.E.3.a Packet Pg. 702 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 751 LICENSE AGREEMENT THIS LICENSE AGREEMENT (,.Agreement"), made and enrered ,n,o ,n,rffi of May' 2007, by and between WAL-MART STORES EAST; LP, of 702 S.W. 8'h Street with offices at 2001 S.E. l0n Street, Bentonville, Arkansas 72716-0550, Attn: Realty Management Dept. #44-9384 (collectively, "L-icensor")i and CoLLIER couNTY, with an address of 3301 East Tamiami Trail, Naples, FL34l12, Attn: Real Estate Services (collectively, "Licensee"). WITNFSSETH WHEREAS, Licensor is the owner of/holds a leasehold interest in that property known as wal-Mart Store #5391, located at 5420 Cormorant Avenue, Naples, FL ("Premises")' and WHEREAS,LicenseeunderthisAgreementproposestooperateEmergencyDistributionPointsatthe facility known as Wal-Mart Store #5391 ("License Area")' as depicted on Exhibit A; and WHEREAS,LicensorandLicenseenowdesiretoenterintoanagreementwherebysuchbusinessshall beconductedbyLicenseeatt}reLicenseArea,undersuchtermsandconditionsasarehereinaftermore particularly set forth. NowTHEREFORE,inconsiderationofthemutualpromiseshereincontained,thepartiesheretodo agree as follows: l.TheLicenseeisgivenpermissiontooccupytheLicenseAreaforthepurposeofusingdesignatedareas of the parking tot ln "ierg;.y situationi for Distribution Points for the distribution of emergency supplies including but not limitld to food' water' tarps' army rations' etc for a.period- of l4 days at a time (the "Permitted U;J;)^;; th" ii""n" A'"u urrdior no other *::*^ Sh:l9-:he License Area be usedforanottrerpurpose,LicensormayrevokeandterminatethisAgreementimmediately,and Licensee shall vacate anJ .u..ende. the License Area to Licensor immediately upon notification' Licensee shall secure at its sole cost and expense from all the appropriate authorities, all licenses and'/or permirs necessary.o ""rdr;;il;;.itt"a ,." on the License Ai.u. Li."n."" agrees hereby to comply with all applicabl" tu*r, J.r, codes and/or other regulation goveming such operation; obtain any and all necessary consents or appiovatt, ana to displt same is required by any law' rule' code' or regulations of ony uO,,,inirtru'ti'* oi regulatory body, "ity, .ourty, stite, or fe.deral agency, or other such body. Any fee, fine, "o'i' r"ty, ot otit' 'u"h- "hirge iesulting from the failure of Licensee to obtain and/or display any such ii", ,nutt be the sole responsibility-ofLicensee..Failure to pay any such charge shall ue a aerautt ,rJ".ir,i. Agreement. If such charge remains unpaid for a period of ten (10) daysthenLicensormayterminatethi,Ag,"",n"nt.Lice-nsormakesnorepresentationaStothe availability or p"rr.,itr,'u'n ji-"""r", .ir"]r r,"-"" no tiutiti,y to Licensee in the event I jcensee is unable foranyreasontooutuinp",mit,.Further,intheeventLicenseeisunableforanyreasontoobtainall licenses and/or p",.it''"'"*t'"ty i" "p"t*" on the License Area' Licensor can revoke and terminate thiSAgreementimmediately,andLicenseeShallvacatetheLicenseAreaimmediatelyuponnotification. 2. This license agreement shall continue on in full force and effect for a period of ten (10) years from the date first writtin above, subject to paragraph 15 3.InconsiderationoftheprivilegegrantedandconcededbytheLicensor'Licenseeshallpayasrentto Licensor the sum of One Dollar ($1'00)' 4.LicenseeshallpayduringtheTermhereofallelectricat,water,gas,telephone,andotherpublicor private utility charges in Jonnection with its occupancy and use of any License Area, including all costs of operating ""d ."i;;";;;;;;ii "quip."rt therein, all business licenses, and similar permit fees' Effecrive tt rougn tn" "ni oi?n" r"#,'li""nsee shall pay directly to the applicable.public utilities the cost of all utitity services furnished to any License irlu o..upi"d or used,by Licensee hereunder' Licensee stratt oetiver io Licensor, within l0 days of written request, evidence that the utility companies have been notified to bill Licensee directly for all services to any License Area-occupied or used by Licensee hereunder. ii it. "r"n, Licensor receives any invoicis for utilities for the period during whichLicenseeoccupiedtheLicenseArea,Licenseeshallremitpaymenttotheappropriateutilityafter receiving a copy or trre uitt from Licensor. In the event Licen."i fuit, to make payment Licensor shall be entitled to,"rn p"r.".i"" i"r,uiioi il".nr.e. Licensee shall thereafter reimburse Licensor for the amount of trre ut ttv'uiii pius ten (1070) of rhe toral to reimburse Licensor for its administrative expense. 5.LicenseeherebyagreesandcovenantsthattheLicenseAreawillbekeptcleanatalltimes,freeofany rrash or debris. If i;.;" shall fail to maintain the License Area occupied or used by Licensee hereunder in u "r"rn --unr"i, ii""n.o. sha have the right to clean the I jcense Area after five (5) days written notice to l-ia"n."". Licensor shall then be periitted to invoice Licensee for all costs incurred and to add u f SE uOrinirtrutiu" i"" to ,r"h.o.tr. Lic"n."" shall pay such invoice within five (5) days/16.E.3.a Packet Pg. 703 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 7of its receipt or this Agreement shall immediately terminate, and Licensee shall vacate and surrender the License Area to Licensor. Licensee hereby agrees and covenants that said Permitted Use will not create excessive noise; and in the event that complaints arise due to excessive noise, then Licensee shall eliminate the source thereof. If Licensee fails to cure within twenty-four (24) hours of notification, Licensor can revoke and terminate this Agreement immediately, and Licensee shall vacate and surrender the License Area to Licensor immediately upon notification. Licensee hereby agrees and covenants that nothing shall pnetrate the roof, the sides of the building, or the surface of the parking lot at any License Area occupied or used by Licensee hereunder. Should a tent or tents be necessary for display or to conduct business, the tent or tents shall be freestanding and shall be located in an area which Licensor designates. Should damage occur to any License Area occupied or used by Licensee hereunder due to the use of stakes, hanging of a sign or signs, or other mea;s, Licensor sh;ll be permitted to invoice Licensee for all costs incurred to repair such damage and to add a 15Vo administrative fee to such costs. Licensee shall pay such invoice within five (5) days of its receipt or this Agreement shall immediately terminate and Licensee shall vacate and surrender such License Area to Licensor imrnediately upon notification. Licensor reserves the right to pursue any legal remedies or alternatives to collect any outstanding reimbursements related to this Agreement. Licensee hereby agrees and covenants that all items ("Property") placed in or on any License Area occupied or used b, Licensee hereunder by Licensee, its employees, agents, or invitees of Licensee, or uny o""upunt of the License Area, will Le removed from the License Area as soon as practicable foilowing termination of this Agreement, but in no event later than five (5) days following termination of this A-greement. If Licensee iails to remove the Property within the period, Licensor shall have the right to rJmove the property from the License Area. Such Property shall become the sole and personal property of Licensor, and Licensor may dispose of it at its discretion' Upon termination of the Agreement, Licensee shall leave any License Area occupied or used by Licensee hereunder broom clean in the same condition as at the commencement of the term hereof, reasonable wear and tear excepted. Licensee further agrees and covenants that it will remove all propertyandcleananyLicenseAreaoccupiedorusedbyLicenseehereunder(includingsweepingof it, ur"u'of th" parking iot) at Licensee's sole expense, and Licensor shall not be required to do any work whatsoever. Licensee will contact Manager of Wal-Mart Operating Store #5391' located at 5420 Cormorant Avenue, Naples FL, for a walk--tkough and retum of key, if applicable, upon vacating the License Area. Licensee hereby agrees and covenants that Licensee at all times will indemnify and save, protect' defend and hotd harmless the Licensor and the Premises of, from, and against any and all liability, cost' du.ug", o. expense, including reasonable attomey's fees and costs' and any fines whatsoever which _.v'i.ir. or be claimed aguinri tt" Licensor or tiie premises by any person or persons for any loss, injury, damage, or death of any person, or property wiatsoever arising from or out of the.business' operations, use, or occupancy of in" li""nt" Aiea 'by Licensee' the Licensee's agents' employees' or servants,orarisingfromorinconnectionwithanyotheractoromissionofLicensee'exceptforany liability, cost damage' or a*pant", including reasonable attorney's fees and costs and'any fines whatsoeverwhichmayariseorbeclaimedbyanypersonorpersonsforanyloss'injury'damage'or death of any person, or property-wfratso"u"i u.iring from oi out of the gross negligence or willful misconduct of licensor, its employees or agents' AllPropertybelongingtoLicensee,employees,agents'orinviteesofLicensee'oranyoccupantofthe License Area, and on Licensori, it"rrf'r* shall ie at the risk of Licensee or other person only, and Licensor shall not be liable to damage thereto or theft or misappropriation thereof, provided, however, that should Licensee fail to remove such property, pursuant to iaragraph 8 above, such property shall be disposed of by Licensor without obligation to Licensee' Licensee will carry and keep in force, at its own expense' Comprehensive -General I jability^insurance with companies licensed to Oo Uusiness in this Staie' in an amount not less than $2'000'000 single limited personal injury and pr;p;;;'l;"t" and $1'000'000 Worker's Compensation Insurance The i"lrir"a' "or..og" may Ue proviied'ln the firm of Comprehensive General Liability Insurance coverage together with Excess Liability i^"tnt" """"t"ge', All policies of insurance shall be considered pri*r.V "i ".V existing, similir in,u'unt" caniedLy Licensor' Licensee shall fumish Licensor with a certificate of Insurance ,r,o*ing'ii."nrlr as additional insured. To the maximum extent permitted by insurance policies that nl"y ;"" -;; by Licensor or Licensee, Licensee or Licensor and their respective insured, for the benefit of each other' waive any and all rights of subrogation that might otherwise exist.8910 12/16.E.3.a Packet Pg. 704 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) 13 14 Licensor hereby reserves the right during the Term hereof, for itself or its duly authorized agents or representatives, to enter upon the License Area for the purpose of inspecting the same, showing the same to any prospective purchaser, tenant or sub-tenant, or for any purpose for which Licensor may be required to go on the Premises under this Agreement. Licensor shall also be permitted to have signage placed on the Premises for marketing and/or advertising purposes. Solicitation and/or distribution of literature is prohibited at all times in any area of the store building. Solicitation and /or distribution of literature is permitted outside the building provided the solicitation and distribution of literature does not unduly harass Wal-Mart's Associates or Customers and does not impede the free flow of traffic. Wal-Mart shall have the sole right to determine what constitutes undue harassment of its Associates and Customers, and Wal-Mart shall have sole right to determine whether the solicitation and /or distribution of literature impedes the free flow of traffic. No sign, poster, placard, display, handbill or written material shall contain or depict "fighting words", obscenities, pornography, gross or gruesome displays, highly inflammatory slogans likely to provoke a disturbance or racial or ethnic slurs. Wal-Mart shall have the right to revoke this license should Licensee breach any covenant contained in this paragraph. Licensee shall be required to sign two (2) copies of the Solicitation and Distribution of Literature Rules. Solicitation is defined as requesting or seeking, in writing or orally, donations, help or the like for any cause. Distribution of literature is defined as the act or process of giving out or delivering leaflets, pamphlets, or other written material. Notwithstanding anything contained herein to the contrary, Licensor may revoke and terminate this License Agreement for any reason with thi(y (30) days written notice to the other by Certified Mail, Federal Express, or ovemight delivery, and Licensee shall vacate and surrender any License Area then occupied to Licensor immediately with each party having all rights as if this Agreement has expired. IN WITNESS WHEREOF, the respective parties hereto have caused this Agreement to be duly executed as of the date first herein written. AS TO THE LICENSEE: DATED:ダ。ァ.J7 BOARD OF COUNTY COMMISSIOllERS, COLLIER COUNTY,FLORDA 15 ATTEST: , ` Dヽ VIGHT E BROCK CICrk BY:L |ll:l∥1:」1::' AS TO LICENSOR: DATED: Thomast. Palmei, Assistant County Attomey 16.E.3.a Packet Pg. 705 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment) Exhibit A 16.E.3.a Packet Pg. 706 Attachment: Wal-Mart POD Amendment (3010 : Wal-Mart Points of Distribution Amendment)