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Agenda 04/10/2012 Item #16D124/10/2012 Item 16.D.12. EXECUTIVE SUMMARY Recommendation to approve and authorize the Chairman to sign a non - exclusive License Agreement between the Board of County Commissioners and the Goodland Civic Association, Inc. approving the use of County -owned property, the Goodland Boat Park, for conducting three annual events. OBJECTIVE: To provide enhanced cultural and recreational opportunities to Collier County residents and visitors. CONSIDERATIONS: On March 22 -23, 2005 the Board of County Commissioners (5 -0) approved a motion to approve Item 7 A. Conditional Use for a Community Park as an essential service on Goodland and to accommodate three (3) annual special community events at the Goodland Boat Park upon completion of the park facility. These events will be organized and managed through a Non - Exclusive Agreement between the Board of County Commissioners and the Goodland Civic Association, Inc. The events are to be held the first weekend in December; the first weekend in February; and the first weekend in March during the term of this License. The events will be open to the public, family- oriented and include entertainment, food, and arts and crafts. The initial term of the License is for ten (10) years (with two renewals) commencing on the date hereof unless sooner terminated with 30 days written notice from the terminating party to the other party. The License requires that the Goodland Civic Association, Inc. provide appropriate levels of law enforcement personnel and specific insurance coverage for each event as prescribed by the County's Risk Management Office. The License has been negotiated through the Parks and Recreation Department and has been reviewed and approved by the County Attorney's Office for legal sufficiency. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's Office, requires majority vote, and is legally sufficient for Board action. — CMG GROWTH MANAGEMENT IMPACT: There is no growth management plan impact associated with this event. FISCAL IMPACT: Revenue loss associated with the potential closure of the boat ramp to accommodate the three events will not exceed $1,000.00 (one thousand dollars) annually. RECOMMENDATION: Recommendation to approve a non - exclusive License Agreement between the Board of County Commissioners and the Goodland Civic Association, Inc. approving the use of County- owned property, the Goodland Boat Park, for conducting three annual events. Prepared by: Nancy Olson, B &W Manager, Parks and Recreation Attachments: Minutes; Agreement Packet Page -1301- COLLIER COUNTY Board of County Commissioners Item Number: 16.D.12. 4/10/2012 Item 16.D.12. Item Summary: Recommendation to approve a non - exclusive license agreement between the Board of County Commissioners and the Goodland Civic Association, Inc. Approving the use of County -owned property, the Goodland Boat Park, for conducting three annual events. Meeting Date: 4/10/2012 Prepared By Name: WilliamsBarry Title: Director - Parks & Recreation,Parks & Recreation 3/26/2012 9:13:13 AM Approved By dame: AlonsoHailey Title: Administrative Assistant,Domestic Animal Services Date: 3/29/2012 8:25:39 AM Name: CummingsRhonda Title: Contracts Specialist,Purchasing & General Services Date: 3/29/2012 10:37:45 AM Name: MarkiewiczJoanne Title: Manager - Purchasing Acquisition,Purchasing & Gene Date: 3/29/2012 3:45:05 PM lVame: GreeneColleen Title: Assistant County Attorney,County Attorney Date: 3/29/2012 4:28:46 PM Name: CarnellSteve Title: Director - Purchasing /General Services,Purchasing Date: 3/29/2012 9:25:08 PM Name: PryorCheryl Title: Management/ Budget Analyst, Senior,Office of Management & Budget Date: 4/2/2012 10:06:58 AM Packet Page -1302- Name: KlatzkowJeff Title: County Attorney Date: 4/2/2012 2:46:10 PM 4/10/2012 Item 16.D.12. Name: IsacksonMark Title: Director -Corp Financial and Mgmt Svs,CMO Date: 4/3/2012 9:38:22 AM Packet Page -1303- 4/10/2012 Item 16.D.12. NON - EXCLUSIVE LICENSE AGREEMENT This NON - EXCLUSIVE LICENSE AGREEMENT is entered into this day of , 2012 by and between the Board of County Commissioners, Collier County, Florida, whose mailing address is 3299 East Tamiami Trail, Naples, Florida 34112, (hereinafter "Licensor ") and the Goodland Civic Association, Inc, whose mailing address is 417 Mango Avenue, P.O. Box 571, Goodland, Florida 34140, (hereinafter "Licensee "). WHEREAS, Licensor is the owner of that certain real property described as Goodland Boat Park, owned and operated by Collier County and depicted on Exhibit A ( "Goodland Boat Park "); and WHEREAS, Licensee requested permission for limited use of the Goodland Boat Park at the March 22 -23, 2005 Board of County Commissioners meeting (Agenda Item 7A); and WHEREAS, Licensor has agreed to grant Licensee a Non - Exclusive License for the purpose of holding (3) three Goodland Civic Association, Inc. sponsored two -day events ( "Events ") pursuant to and subject to the terms and conditions of this Agreement. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: I. Recitals. The foregoing recitals are true and correct and are hereby incorporated by reference as if fully set forth herein. 2. Goodland Boat Park. Licensor hereby approves the Non- Exclusive License Agreement to use Goodland Boat Park as shown in Exhibit A attached hereto and made a part hereof. 3. Term. The term ( "the Term ") of the License shall commence on the date hereof and shall continue for ten (10) years with the opportunity to renew for two additional ten year terms, unless sooner terminated with 30 days written notice from the terminating party to the other party. 4. Goodland Boat Park Use. Licensor has agreed to grant a Non - Exclusive License for the purpose of holding (3) three Goodland Civic Association sponsored two -day events with special events to be held in December; in February; and in March during the term of this License. The Goodland Civic Association will contact the Collier County Parks and Recreation ]Department 45 days prior to each of their special events. It is the intent of the Licensor and Licensee for the park to remain open to the public during these Events; however a portion of the ]park may be closed to accommodate the Event. The Events will be open to the public. Licensor pants License the right to photograph, record, televise, broadcast, distribute, exhibit, advertise, and promote the Events. 5. Responsibilities. Licensee acknowledges and agrees that it shall be responsible for all Events operations and revenue as well as the administration of all revenue derived from Page 1 of 6 Packet Page -1304- 4/10/2012 Item 16.D.12. the Events. The Licensee shall have the sole right and responsibility with respect to the granting of concessions (such as food, beverages, and programs), sponsorship, merchandising rights, and the revenue therefrom subject to approval of the Public Services Administrator. The Licensee is responsible to properly notify the general public of closed roads and designated parking areas for the Events. License is also required to have "Certified Crowd Control Managers," or its i equivalent, on site during the Events. 6. Condition of Goodland Boat Park. The Licensee shall monitor, control, and assume responsibility for all activities, vendors, licensees, and invitees associated with holding of the Events, such responsibility not being limited to trash collection and clean-up of Property. The Licensee shall ensure clean-up of Property by close of business at the conclusion of each Event. Repair of any damaged areas will be at the expense of the Licensee. The Board of Collier County Commissioners (`Board ") shall not be obligated or required to improve, repair, or maintain the Property or any part thereof in any matter whatsoever as a result of a Licensee Event. 7. Permits. The Licensee shall acquire all permits, including a Special Events Permit from the Growth Management Division, or its successor, and approvals required by Collier County and any other governmental entity to conduct such Events and related activities on the Property. Licensee agrees to obtain a Facility Use Permit Application before an Event and provide a copy to Parks and Recreation Department within 45 days prior to the Event. Within the Facility Use Permit Application Licensee will provide a logistical schedule of events (e.g. deliveries, set -up, clean-up, etc.). The Board will accept in -kind services as payment for the Facility Rental Fee in the form of advertising of a value equal to or greater than the rental rate. 8. Taxes. The Licensee shall be responsible for paying all taxes and charges associated with or resulting from the holding of these (3) three Events each year. 9. Maintenance and Repair. Prior to making any changes, alterations, additions, or improvements to the Property, the Licensee shall provide to the Parks and Recreation Department, in writing, all proposals and plans for alterations, improvements, changes or additions to the Property. The Licensee covenants and agrees in connection with any maintenance, repair work, erection, construction, improvement, addition or alteration of any authorized modifications, additions or improvements to the Property, to observe and comply with all applicable laws, ordinances, rules, regulations, and requirements of the State of Florida. All permanent alterations, improvements, and additions to the Property shall, at once, when made or installed, be deemed as attached to the freehold and to have become the property of Collier County and shall remain for the benefit of the County. At the end of the term set forth in this Agreement in as good order and condition as they were when installed, reasonable wear and tear excepted; provided, however, if Board so directs, the Licensee shall promptly remove all portable and non - permanent additions, improvements, alterations, fixtures and installations which were placed in, on, or upon the Property on behalf of the Licensee, and repair any damage caused to the Property by such removal. 10. Laws. Licensee acknowledges and agrees that the Events will comply with all Collier County ordinances, codes, and Parks and Recreation Department policies. In particular, Page 2 of 6 Packet Page -1305- 4/10/2012 Item 16.D.12. the event noise will be managed to limit any sound amplification to meet the Collier County Noise Ordinance. There shall be on site sale and consumption of alcoholic beverages within the Goodland Boat Park boundaries by the Licensee in strict accordance with Collier County Parks and Recreation's Alcoholic Beverage Sales and Consumption Policy No. AA0019 (see Attachment B). There shall be no on -site sales and promotion of any tobacco product within Goodland Boat Park boundaries by the Licensee. 11. Indemni . Licensee shall indemnify, defend, and hold harmless Board, its agents and employees from and against any and all liability (statutory or otherwise), damages, claims, suits, demands, judgments, costs, interest, and expenses (including, but not limited to, attorneys' fees and disbursements both at trial and appellate levels) arising, directly or indirectly, from any injury to, or death of, any person or persons or damage to property (including loss of use thereof) related to (a) Licensee's use of the Property, (b) any work or thing whatsoever done or any condition created (other than solely by Board, its employees, agents or contractors) by or on behalf of Licensee in, about, on or with the Property, (c) any condition of the Property due to or resulting from any default by Licensee in the performance of Licensee's obligations under this Agreement, and (d) any act, omission or negligence of Licensee, its agents, contractors, employees, subtenants, licensees or invitees. In case any action or proceeding is brought against any of the above by reason of any one or more thereof, Licensee shall pay all costs, attorney's fees, expenses and liabilities resulting therefrom and shall defend such action or proceeding if Board shall so request, at Licensee's expense, by counsel reasonably satisfactory to Board, except where such damage or injury is the result of the gross negligence or willful misconduct of the Board or its employees. The Licensee accepts the property "as is" The Board shall not be liable for any injury or damage to any person or property caused by the elements or by other persons on the Property, or from the street or sub - surface, or from any other place, or for any interference caused by operations by or for a governmental authority. 12. Insurance. Licensee shall provide and maintain special event general liability and property liability insurance policy(ies), approved by the Collier County Risk Management Department for not less than One Million Dollars and No /Cents ($1,000,000) combined single limits during the term of this Agreement. Collier County shall be listed as additional insured on the commercial general liability policy; and shall include a provision requiring ten (10) days prior written notice to Collier County c/o County Risk Management Department in the event of cancellation or changes in policy(ies) coverage. Board reserves the right to reasonably amend the insurance requirements by issuance of notice in writing to Licensee. Upon receipt of such notice, Licensee shall have ten (10) days in which to obtain such additional insurance. Additional insurance policies are required for the sale and consumption of alcohol at a Licensee event including but not limited to Host or Liquor Liability, and Non -owned Automobile Insurance Coverage. Licensee shall refer to Collier County Parks and Recreation's Alcoholic Beverage Sales and Consumption Policy No. AA0019 (see Attachment B) for additional insurance requirements: Evidence of such liquor or host liability insurance shall be provided to the Collier County Risk Management Department, 3301 East Tamiami Trail, Administration Building, Naples, Florida, 34112, for approval 10 days prior to the commencement of each event Page 3 of 6 Packet Page -1306- 4/10/2012 Item 16.D.12. 13. Default. Licensee's failure to perform any or abide by the terms of this Non - Exclusive Use License Agreement shall constitute a default hereunder. Licensor shall give written notice to Licensee of such default. If any default by Licensee remains uncured for more than thirty (30) days after notice of default, Licensor may, without limiting or waiving any other right Licensor may have under this Agreement or at law or in equity, terminate this Agreement and immediately take possession of the Goodland Boat Park. 14. Non - Waiver. No waiver of any condition expressed in this Agreement shall be implied by any neglect of Licensor to enforce any remedy on account of the violation of such condition whether or not such violation be continued or repeated subsequently, and no express waiver shall affect any condition other than one specified in such waiver for the time and in the manner specifically stated. Receipt of monies by Licensor from Licensee after any termination of this Agreement shall not reinstate, continue or extend the term or affect any notice given to Licensee prior to me receipt of such monies, unless specifically reinstated, continued or extended by Licensor. After the service of notice of termination or the commencement of a suit or after final judgment for possession of the Goodland Boat Park, Licensor may receive and collect any monies due, and the payment of said monies shall not waive or affect said notice, suit or judgment. 15. Notices. All notices, demands, requests, or other communications made pursuant to, under, or by virtue of this Agreement must be in writing and either hand delivered, delivered by overnight courier, or sent by facsimile transmission with confirmed transmission receipt or electronic transmission including email, or mailed through the United Postal Service by certified or registered mail, return receipt requested, to the party to which the notice, demand, request, or communication is being made as follows: If to Licensor: Collier County Board of County Commissioners c/o Barry Williams, Director, Parks and Recreation 15000 Livingston Road Naples, FL 34109 With a copy to If to Licensee: Goodland Civic Association, Inc., 417 Mango Avenue P.O. Box 571 Goodland, Florida 34140 or to such other address as may be hereafter designated by either Licensor or Licensee by giving written notice to the other party. Any notice demand, request or other communication shall be deemed to be given upon actual receipt in the case of hand delivery, facsimile, or telecopier transmission, or delivery by overnight courier. in the event of any notice via telecopier or facsimile transmission, a hard copy shall be sent via overnight mail on the day of such transmission received after 5:00 p.m. eastern standard time shall be deemed to have been given on the next following business day. Page 4 of 6 Packet Page -1307- 4/10/2012 Item 16.D.12. 16. Administration. This Non - Exclusive License Agreement shall be administered on behalf of the Board by and through the Collier County Parks and Recreation Department. 17. Time of the Essence. Time is of the essence in this Agreement. 18. Governing Law and Venue This Agreement is govern accordance with the laws a the State of Florida. ed and construed in 19. Integration, This Agreement contains all of the terms agreed upon between the parties with respect to the subject matter hereof and is the complete, final, exclusive, and entire understanding between Licensee and Licensor with respect to the purchase and sale of the License and supersedes all previous contracts, agreements, and understanding of the parties, either oral or written, relating to the License or the Goodland Boat Park. This Agreement is not assignable or transferrable. Any attempt to assign shall be void ab initio. This Agreement represents a bare license for the Licensee's use of the Property and does not convey any estate in the Property or create any interest therein whatsoever. 20. Amendments. This Agreement may not be changed, modified or terminat except by an instrument executed by the parties hereto. ed, IN WITNESS WHEREOF, the parties hereto have made and executed this Non - Exclusive License Agreement as of the date set forth on the first page hereof. LICENSEE: Signature First With Print Witness Nab r' ignatumm �condd . Q.« Print Wi ess Name LICENSOR: 11 ►vhQt- ATTEST: DWIGHT E. BROCK, CLERK i s-- By: Dwight E. Brock, Deputy Clerk GOODLAND CIVIC ASSOCIATION, INC. By: Signature .i aou� l•� . �ller�i etS t�R.�, Typed signature and title BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: Fred W . Coyle, Cis to form & legal sufficiency Page S of 6 �� G - Colleen Greene, Assistant County Attorney Packet Page -1308- 4/10/2012 Item 16.D.112. COMMISSIONER HENNING: The landscaping, the stipulations are per code, per Land Development Code, correct? COMMISSIONER FIALA: Yes. COMMISSIONER HENNING: That's the stipulations? Well, Commissioners, and maybe County Manager can correct me if I'm wrong, I think we're all saying the same thing. We're all saying that we want to provide for the residents over there, we want to provide for the public. We want to get our bang for the buck. MR. MUDD: Yes, sir, that's what I heard this morning as far as the conversation is concerned. COMMISSIONER HENNING: So I think it fits everybody's needs, and hopefully we can get beyond this motion. CHAIRMAN COYLE: Okay. Let me try to restate it and see if I'm right, that it's a motion for approval of the staff s recommendation, but with a maximum of 75 vehicle and -- COMMISSIONER FIALA: Boat trailer. COMMISSIONER HENNING: Yes. COMMISSIONER FIALA: And letting staff -- CHAIRMAN COYLE: Well, that's -- I think that's implied, because, you know, you're approving their recommendation, Do you need more guidance than that, County Manager? MR. MUDD: No, sir. The last one, 13, is to accommodate three special events Packet Page -1309- 4/10/2012 Item 16.D.12. i that one. has his light so here the direction phasing them in up to them to Du` you have COMMISSIONER`HALAS Aye. CHAMNLAN COYLE: Aye. COMMISSIONER COLETTA: Aye. COMMISSIONER HENNING: Aye. COMMISSIONER FIALA: Aye.` CHAIRMAN COYLE: All opposed by like sign. (No response.) CHAIRMAN COYLE: I still think we ought to sell it, but there's no chance of that being approved, so I'm supporting it. MS. FILSON: So it's a 5 -0? Packet Page -1310- 4/10/2012 Item 16.D.12. CHAIRMAN COYLE: It will be unanimous. MR. MUDD: Ladies and gentlemen -- I'm all choked up. Ladies and gentlemen, if you'd please exit the room quietly, we're going to continue the meeting. Packet Page -1311-