LICENSE AGREEMENT
..
LICENSE AGREEMENT
day of
of the State
CLEARWAT
"LICENSEE".
THIS LICENSE AGREEMENT hereinafter referred to as "License," is made this I S" I---
, 2008, between PINELLAS COUNTY, a political subdivision
f Florida, hereinafter referred to as "COUNTY", and the CITY OF
, municipal corporation of the State of Florida, hereinafter referred to as
WIT N E SSE T H:
WHEREAS, the COUNTY owns a parcel of land located at 310 Myrtle Ave., Clearwater,
FL ("COUNTY Parcel"); and
WHEREAS, the COUNTY Parcel is leased to the State of Florida for a health department
("Health Department"); and
WHEREAS, the LICENSEE owns a parcel of land commonly known as Clearwater Gas
System property, located at 400 N. Myrtle Avenue, Clearwater, FL ("CGS Property"); and
WHEREAS, at the direction of the Florida Department of Environmental Protection
("FDEP"), the LICENSEE has undergone contamination assessments on the CGS Property and
the COUNTY Parcel; and
WHEREAS, such scope of work includes soil boring, drilling, monitor well installation,
and sampling of new and existing wells on the COUNTY Parcel ("Work"); and
WHEREAS, LICENSEE can contract with qualified environmental consultants
("Consultant") for such activities without interfering with the operations of the Health
Department; and
WHEREAS, LICENSEE needs permission of COUNTY for Consultant to enter the
COUNTY Parcel to conduct the Work.
NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration the receipt and adequacy of which is hereby acknowledged, and the
promises and covenants contained herein, the parties agree as follows:
1. PREMISES. The COUNTY hereby grants permission to LICENSEE to use a
portion of the COUNTY'S Parcel located at 310 Myrtle Avenue, Clearwater, Florida, hereinafter
referred to as "Premises".
2. USE. COUNTY grants LICENSEE, its employees, officers, agents, contractors,
subcontractors, and Consultant access to the Premises for the purpose of performing the Work.
COUNTY grants LICENSEE, its employees, officers, agents, contractors, subcontractors, and
Consultant access to the Premises, grants the right to use such portions of COUNTY'S
surrounding property as are reasonably required during construction, and installation, and
maintenance of monitoring wells.
{01280658;5}
Should LICENSEE require additional wells, such request shall be made in writing to
COUNTY through the Manager of Lease Management. COUNTY delegates such future
approvals or denials to the Manager of Lease Management.
LICENSEE to provide identification markings on wells to indicate ownership.
3. TERM. This License shall be for a term of five (5) years commencing upon the
date of full execution of the Agreement. Either party may terminate this License, at any time, by
providing thirty (30) days written notice. Termination shall not release LICENSEE from any
requirements of this License applicable to work performed under the Agreement such as
reporting, indemnification, or restoration requirements.
4. MAINTENANCE. LICENSEE shall be solely responsible for maintenance of
the Premises immediately surrounding the well heads. Maintenance is defined as picking up any
trash or debris on the Premises and leaving the Premises in the same condition as prior to the
event.
5. REIMBURSEMENT. In the event COUNTY pays any monies required to
be paid by LICENSEE hereunder, COUNTY shall demand repayment of same from LICENSEE
within ten (10) days of payment and LICENSEE shall make such payment within ten (10) days
of receipt of said demand. LICENSEE'S failure to timely reimburse shall be deemed a breach of
this License.
6. SIGNS. No signs of any kind shall be permitted by LICENSEE, its contractors
or employees, on the land that is subject to this License unless there is prior approval by the
COUNTY.
7. INDEMNIFICATION. LICENSEE shall be responsible for its own acts of
negligence. LICENSEE covenants and agrees that LICENSEE'S agreement with Consultant
shall name COUNTY as a third-party beneficiary to the LICENSEE'S agreement with
Consultant, and Consultant shall indemnify and hold harmless the COUNTY and all of the
COUNTY'S officers, employees, contractors and subcontractors from any claim, loss, damage,
cost, charge or expense, arising out of any act, action, neglect or omission by Consultant, its
officers, employees, agents, contractors, or subcontractors during the performance of this
License, and any extensions thereof, whether direct or indirect, and whether to any person or
property to which COUNTY or said parties may be subject including the COUNTY'S costs and
attorneys fees incurred in defending such claims, except that neither Consultant nor any of its
officers, agents, employees, contractors or subcontractors shall be liable under this section for
damages arising out of injury or damage to persons or property directly caused by or resulting
from the sole negligence ofthe COUNTY or any of its officers or employees. Consultant's duty
to so indemnify and hold the COUNTY harmless shall not, to the extent that Consultant and its
employees, agents, servants, contractors, and subcontractors comply with the terms of this
License, include damages arising from the disturbance or interference with the ingress to, egress
from, and the COUNTY'S use of or operations on the Premises which is caused by work.
{01280658;5}Clwr Health Dept.
Page 2
8. INSURANCE: LICENSEE'S agreement with Consultant shall require Consultant
to procure, name COUNTY as an additional insured on, pay for, and maintain during the term of
the License insurance as required herein:
A. Comprehensive General Liability including, but not limited to,
Independent Contractor, Contractual, Premises/Operations and Personal Injury covering liability
assumed under indemnification provisions of this License, with limits of liability for personal
injury and/or bodily injury, including death, of not less than $1,000,000 each occurrence; and
property damage of not less than $500,000, each occurrence. (Combined single limits of not less
than $500,000 each occurrence, will be acceptable.) Coverage shall be on an "occurrence" basis.
Coverage to include explosion, collapse and underground coverage.
B. Comprehensive Automobile and Truck liability covering owned, hired,
and non-owned vehicles with minimum limits of $500,000 for bodily injury, including death,
each occurrence, and property damage of not less than $500,000 each occurrence. (Combined
Single Limits of not less than $500,000 each occurrence, will be acceptable unless otherwise
stated). Coverage shall be on an "occurrence" basis, such insurance to include coverage for
loading and unloading hazards. Applicable deductibles not to exceed $100,000 shall be the sole
responsibility of Consultant.
C. Workers' Compensation and Employers' Liability, where applicable, in at
least the limits required by Florida law, and Employers' Liability, where applicable, of not less
than $100,000.
D. A Certificate of Insurance shall be filed within five (5) days from the
commencement date to the Lease Management Division, 201 Rogers St., Clearwater, FL 33756
and annually thereafter. LICENSEE'S agreement with Consultant shall require Consultant to
notify COUNTY within twenty-four (24) hours after receipt of any notice of expiration,
cancellation, non-renewal or material change in coverage. Companies issuing the insurance
policy, or policies, shall have no recourse against COUNTY for payment of premiums or
assessments for any deductibles which all are at the sole responsibility and risk of Consultant.
Pine lias County Board of County Commissioners shall be endorsed to the required policy or
policies as an additional insured, except for Workers' Compensation. The policy clause "Other
Insurance" shall not apply to any insurance coverage currently held by COUNTY, to any such
future coverage, or to COUNTY'S Self Insured Retentions of whatever nature.
E. Insurance requirements itemized in this License and required of
Consultant shall be provided by or on behalf of all contractors, or subcontractors to cover their
operations performed under this License or on Premises. LICENSEE'S agreement with
Consultant shall require Consultant to be held responsible for any modifications, deviations, or
omissions in these insurance requirements as they apply to contractors, or subcontractors.
9. LIABILITY OF LICENSEE. All property of any kind that may be on the
Premises during the continuance of this License shall be at the sole risk of LICENSEE, and the
COUNTY shall not be liable to LICENSEE or any other person for any injury, loss, or damage
to property to any person on said Premises.
{OI280658;5}Clwr Health Dept.
Page 3
10. WELL CLOSURE. Upon termination or expiration of the License, LICENSEE
shall restore Premises to the same surficial condition and stability as existed prior to this License.
Unless otherwise instructed by COUNTY, LICENSEE shall properly and lawfully close all
monitoring wells, pursuant to regulations provided by the Southwest Florida Water Management
District ("SWFWMD"), prior to the termination date of License.
11. TESTING & REPORTING. After each testing event, LICENSEE shall provide
the COUNTY with a copy of any and all records, reports, data or other information submitted to,
or received by, FDEP relevant to the testing on Premises. An annual listing to COUNTY shall
be provided by LICENSEE to COUNTY of all visits made to Premises, including a material
specifications data sheet ("MSDS") for any materials brought onto the site.
12. NOTICES. Official correspondence, notices, reports, and other documentation
required under this License shall be forwarded to COUNTY at the following address:
Real Estate Management Department
Lease Management Division
201 Rogers Street
Clearwater, FL 33756
All notices to COUNTY shall be forwarded to the foregoing addresses by registered or
certified mail, return receipt requested unless LICENSEE is notified otherwise in writing. All
notices given to LICENSEE hereunder shall be forwarded to the following address:
LICENSEE:
Brian Langille
Clearwater Gas System
400 N. Myrtle Ave
Clearwater, FL 33755
Tele: (727) 562-4911
Fax: (727) 562-4903
with a copy to:
William L. Pence, Esquire
AKERMAN SENTERFITT
P.O. Box 231
Orlando, Florida 32802-0231
Te1e: (407) 419-8548
Fax: (407) 254-4255
by registered or certified mail, return receipt requested unless COUNTY is notified otherwise in
writing.
13. EOUIPMENT. The parties agree that all recovery equipment and other
associated personal property shall remain the sole property of LICENSEE. Improvements made
to real property such as monitoring wells shall become the property of the COUNTY; however,
LICENSEE shall have the right to sample them as may be required to complete the
contamination assessment or any remedial action.
{01280658;5}Clwr Health Dept.
Page 4
14. HAZARDOUS SUBSTANCES. LICENSEE shall not cause or permit the
presence, use, disposal, storage, or release of any Hazardous Substances on or in the Premises.
LICENSEE shall not do, nor allow anyone else to do, anything affecting the Premises that is in
violation of any Environmental Law. The preceding two sentences shall not apply to the
presence, use, or storage on the Premises of small quantities of Hazardous Substances that are
generally recognized to be appropriate to normal maintenance use.
LICENSEE shall promptly give COUNTY written notice of any investigation, claim,
demand, lawsuit or other action by any governmental or regulatory agency or private party
involving the Premises and any Hazardous Substance or Environmental Law of which
LICENSEE h'as actual knowledge. If LICENSEE learns or is notified by any governmental or
regulatory authority, that any removal or other remediation of any Hazardous Substance
affecting the Premises attributable to LICENSEE is necessary, LICENSEE shall promptly take
all necessary remedial actions in accordance with Environmental Law.
As used in this Paragraph, "Hazardous Substances" are those substances defined as toxic
or hazardous substances by Environmental Law and the following substances: gasoline,
kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile
solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in
this Paragraph, "Environmental Law" means Federal Laws and laws of the jurisdiction where the
Premises is located that relate to health, safety or environmental protection.
15. GOVERNING LAW: This License shall be governed by the Laws of the State of
Florida. Venue shall be in Pinellas County, Florida.
16. COVENANT AGAINST LIENS: LICENSEE shall have no power or authority to
create any lien or permit any lien to attach to the estate, revision or other estate of COUNTY in
the Premises herein licensed, and all materialmen, contractors, mechanics and laborers, and other
persons contracting with LICENSEE with respect to this LICENSE or to any part thereof, are
hereby charged with notice that they must look to the LICENSEE to secure payment of any bill
for work done or material furnished or for any other purpose during the term of the LICENSE.
17. COMPLIANCE WITH LAWS: LICENSEE shall comply with all laws of the
United States of America, the State of Florida, the Pinellas County Code and applicable
municipal ordinances. LICENSEE shall obtain all necessary permits and licenses and keep the
same in force during the term of this LICENSE and shall not permit or commit any strip or waste
of Premises.
18. APPROV AL AUTHORITY: Pursuant to Section 2-62 Pinellas Code, COUNTY
has delegated authority to the County Administrator, for purposes of entering into and executing
this License.
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Page 5
IN WITNESS WHEREOF, the parties have set their hands and seals as of the day and
year first above written.
Countersigned:
CITY OF CLEAR WATER, FLORIDA
~ y~ By:~IB_~
Fra"nk V. Hibbard William B. Horne II
Mayor City Manager
..!.I--
Approved as to form:
Attest:
WITNESSES:
LLAS COUNTY, FLORIDA
By~
Fred
APPROVED AS TO FORM
OFFICE OF THE COUNTY ATTORNEY
By: 11 Z4::J
Title: Asst. County Attorney
{01280658;5}Clwr Health Dept.
Page 6
14. HAZARDOUS SUBSTANCES. LICENSEE shall not cause or permit the
presence, use, disposal, storage, or release of any Hazardous Substances on or in the Premises.
LICENSEE shall not do, nor allow anyone else to do, anything affecting the Premises that is in
violation of any Environmental Law. The preceding two sentences shall not apply to the
presence, use, or storage on the Premises of small quantities of Hazardous Substances that are
generally recognized to be appropriate to normal maintenance use.
LICENSEE shall promptly give COUNTY written notice of any investigation, claim,
demand, lawsuit or other action by any governmental or regulatory agency or private party
inyolvi!1g the Premises and any Hazardous Substance or Environmental Law of which
LICENSEE has actual knowledge. If LICENSEE learns or is notified by any governmental or
regulatory authority, that any removal or other remediation of any Hazardous Substance
affecting the Premises attributable to LICENSEE is necessary, LICENSEE shall promptly take
all necessary remedial actions in accordance with Environmental Law.
As used in this Paragraph, "Hazardous Substances" are those substances defined as toxic
or hazardous substances by Environmental Law and the following substances: gasoline,
kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile
solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in
this Paragraph, "Environmental Law" means Federal Laws and laws of the jurisdiction where the
Premises is located that relate to health, safety or environmental protection.
15. GOVERNING LAW: This License shall be governed by the Laws of the State of
Florida. Venue shall be in Pinellas County, Florida.
16. COVENANT AGAINST LIENS: LICENSEE shall have no power or authority to
create any lien or permit any lien to attach to the estate, revision or other estate of COUNTY in
the Premises herein licensed, and all materialmen, contractors, mechanics and laborers, and other
persons contracting with LICENSEE with respect to this LICENSE or to any part thereof, are
hereby charged with notice that they must look to the LICENSEE to secure payment of any bill
for work done or material furnished or for any other purpose during the term of the LICENSE.
17. COMPLIANCE WITH LAWS: LICENSEE shall comply with all laws of the
United States of America, the State of Florida, the Pinellas County Code and applicable
municipal ordinances. LICENSEE shall obtain all necessary permits and licenses and keep the
same in force during the term of this LICENSE and shall not permit or commit any strip or waste
of Premises.
18. APPROVAL AUTHORITY: Pursuant to Section 2-62 Pinellas Code, COUNTY
has delegated authority to the County Administrator, for purposes of entering into and executing
this License.
[REMAINDER OF PAGE LEFT INTENTIONALL Y BLANK]
{01280658;5jClwr Health Dept.
Page 5
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