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LICENSE REGARDING HOLIDAY INN SUNSPREE " .-.' J I LICENSE /.JIV ~ ~~ p~ THIS LICENSE made this 4 .;.~ day of 6e f'~ /...b ~ tJclo'/'er-, 1996, by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation ("Licensor"), and LANE CLEARWATER, an Illinois Limited Partnership DIB/ A HOLIDAY INN SUNSPREE RESORT, having a principal business address at 715 South Gulf Boulevard, Clearwater Beach, Florida 34630 ("Licensee")~ (Whenever used herein the term "Licensor" and "Licensee" shall include all of the parties to this agreement and heirs, legal representatives and assigns of the individuals, and the successors and assigns of corporations) WIT N E SSE T H: WHEREAS, on August 26, 1963 Licensor received and continues to possess a perpetual right-of-way easement to certain lands from the State of Florida, of which the License Premises herein described constitute a portion thereof~ and, WHEREAS, Licensor presently holds said easement, including the License Premises, in a reserve status until such time as it may be required for public right-of-way purposes; and, .. WHEREAS, Licensee wishes to have said License Premises licensed to its non- exclusive use for the purposes of vehicle parking; and, WHEREAS, Licensor is agreeable to granting Licensee the privilege and non- ~xclusive use ..of said premises for t!te p~oses of vehicle parking; NOW, THEREFORE, in consideration of the covenants herein contained, on the part of the Licensee to be kept and performed, the Licensor does hereby grant a non- exclusive parking License to the Licensee for the following described property, a sketch of which is attached hereto as EXHIBIT "A": Begin at the S.E. comer of Lot 2, Block D, BA YSIDE SHORES, as recorded in Plat Book 58, Pages 12 and 13 of the Public Records of Pinellas County, Florida~ Thence run S. 77037'32" East, 90.00 feet, along the southerly border of said subdivision~ Thence run S. 12022' 28" West, along the easterly line of a right-of-way easement for the Clearwater Pass Bridge, as recorded in O.R. Book 1763, Page 432, of said Public Records, 156.18 feet, to a point on a seawall~ Thence run northwesterly, along said seawall, 91.03 feet, more or less, to a point on the westerly line of said right-of-way easement~ Thence run N. 12022'28" East, 153.60 feet to the POINT OF BEGINNING. ee:~ ~ ~ Page lof7 ;J - 0 C'" 1- ,,,",,, .,1 j .'_ t /# j ~ ;' , (// .....,..",) v...... (/i) I I f-b v~ LlIl"V~ Vrev TIllS LICENSE shall extend from the 1st day of SCp~I" b~1)j!Jcjohe,-; 1996 ("Effective Date") for a primary term of five (5) years, with the Licensee paying therefore the initial year annual license fee of Thirty-two Hundred and---No/100's---Dollars ($3,200.00), payable in advance in four quarterly installments of Eight Hundred and--- No/lOO's---Dollars ($800.00), plus applicable sales taxes, commencing upon the Effective Date hereof The annual license fee to be paid for the remaining four (4) years of the primary license term shall be Thirty-six hundred and---No/100's---Dollars ($3,600.00), payable in advance in four quarterly installments of Nine Hundred and---NoIlOO's--- Dollars ($900.00), plus applicable sales taxes, commencing upon each anniversary of the Effective Date. In the event this License is extended beyond the primary term, as provided below, the annual license fee shalJ be adjusted at the end of each year, and each adjustment shall be based on the U.S. Department of Commerce "National Consumer Price Index" for all Vrban Consumers, U.S. City Average (CPV-V") indicator, and shalJ be determined by dividing the CPI-V indicator from the most recently published January indicator prior to the adjustment date, by the CPI-U January indicator published one (I) year prior to the adjustment date, and multiply the resultant number by the yearly license fee amount of the most recent annual fee period. Provided, however, the new annual fee increase amount shall in no case be less than 3% or more than 5% of the most recent annual amount. TERM AND FEE OTHER CONSIDERATION .. Licensee further covenants with Licensor that it shall establish and at all times during the psima~ term hereof, or any extensions thereof, maintain public pedestrian access across Licensee's property to Licensor's right-of-way easement, said access being solely for the purposes of fishing, swimming, and beach usage by the general public. EXTENSIONS Licensee shall have the option to extend this License for a series of four (4) additional terms offive (5) years each so long as it has abided by the terms and conditions of the License and is not in default hereunder. In the event Licensee desires to extend the term of this License, Licensee shall give written notice to Licensor of such intention not less than one hundred twenty (120) days prior to termination of the primary term or any extension hereof If timely notice is not provided to Licensor by Licensee as provided herein, all rights granted herein shall terminate and extinguish at 12:00 oclock midnight on the final day of the then current term. In the event Licensee exercises its option to extend this License, the annual fee therefore shall be adjusted as heretofore provided. Page 2 of? I I USE AND MAINTENANCE Licensee covenants and agrees with Licensor that it shall not use the license premises for any other purpose other than the non-exclusive right to park vehicles in conjunction with the operation of the Holiday Inn Sunspree Resort, which is owned and operated by Licensee on property contiguious to the license premises. Licensee further agrees that it shall make no unlawful, improper or offensive use of the license premises, and shall always maintain the premises in compliance with all applicable City of Clearwater codes; and shall quit and deliver up the said premises at the end of the primary term, or any extensions thereto, in as good condition as upon the Effective Date hereof, ordinary wear and tear excepted. Licensee shall make no improvements to the license premises, or otherwise encumber its license interest in the license premises, without the express written consent of duly authorized official(s) of Licensor. Nothing herein contained $hall be construed to require the Licensee to maintain the Licensor's bridge facility as it presently exists, or may exist in the future, within the public right-of-way of which the license premises are a part; nor shall Licensor be precluded from utilizing any portion of the public right-of-way, including the license premises, for the purposes of providing either routine or extraordinary maintenance of the bridge facility as shall be determined necessary solely by Licensor. LIABILITY & INDEMNIFICA nON Licensee agrees to assume all risks of the license premises and all liability therefore, and shall defend, indemnify, and hold harmless the Licensor, its officers, agents, - and employees from and against any-and all loss, liaiblity and damages of whatever nature, to persons and property occasioned by Licensee's negligent or wilful misconduct, ~including, without limiting the generality of the foregoing, death of any person and loss of the use of any property except arising from the negligence or willful misconduct of Licensor or Licensor's agents or employees. This includes, but is not limited to, matters arising out of or claimed to have been caused by or in any manner related to the license premises or Licensee's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by Licensee in or about the premises, whether or not based on negligence. INSURANCE Licensee shall procure and maintain during the primary term of this license, or any extension thereof, insurance as follows against claims for injuries to persons or damage to property which may arise from or in connection with this license: a. Minimum Scope of Insurance. A Comprehensive General Liability Insurance policy covering the license premises and Licensee activities occurring thereon shall be obtained and maintained in force by Licensee.0 Page 3 of7 I I b. Minimum Limits of Insurance. Comprehensive General Liability Insurance procured in accordance with this article shall have minimum coverage limits of $500,000 Bodily Injury and $100,000 with respect to property damage arising out of anyone (1) occurance. Such insurance policy shall be carried in a company licensed to do business in the State of Florida. c. Additional Named Insured. Each insurance policy issued as a requirement of this license shall name the City of Clearwater as additional insured. The coverage shall contain no special limitations on the scope of the protection afforded to the Licensor, its officers, employees or volunteers. d. Verification of Coverage. Licensee shall furnish the Licensor with Certificates of Insurance with all endorsements affecting coverage required by this article. These forms shall be approved by the Licensor's Risk Manager prior to execution of this License by authorized City officials. e. Maintenance of Coverage. The insurance coverages and conditions afforded by the policies required hereby shall not be suspended, voided, cancelled or modified except after thirty (30) days prior written notice by certified msil, return receipt requested~ has been given to the City. f "Blanket Policy". Licensee's obligation to carry the insurance provided herein may be brought within the coverage of a "blanket policy" of insurance carried and maintained by Licensee; providing, however, that the coverages afforded-, the Licensor shall not be reduced or diminished or otherwise be different from that which would have existed under a separate policy meeting all other requirements of this License. . ENVIRONMENTAL RESPONSmILITIES Licensee, at its expense, shall comply with all applicable Federal, State and Local environmental laws, and shall not allow the storage, use, disposal, or discharge by itself or others, of any contaminants or hazardous materials on or about the license premises. However, Licensee shall have no liability or responsibility for removal or remediation of any hazardous or toxic substances or underground storage tanks or any underground structures or conditions, if any, existing prior to the grant of this license, or coming onto the license premises by actions of parties other than Licensee, its agents, employees and invitees, during the term of this license. Page 4 of7 I I DEFAULTffERMINATION This License may be terminated by the parties under the following circumstances and in the following manner: a. By Licensor: This license is subject to termination by Licensor in the event of material default by Licensee in the performance of any of the terms, covenants or conditions of this License, and in the failure of Licensee to remedy, or undertake to remedy to Licensor's reasonable satisfaction, such default for a period of thirty (30) days after receipt of notice from Licensor to remedy same~ or if Licensor's underlying easement is terminated in whole or in part for any reason~ or should Licensor determine that a competing municipal need exists for the premises~ or should Licensee vacate or abandon premises, or at such time as Licensor's easement rights are extinguised for any reason. In the event of any of the foregoing occurances, and delivery or mailing of Notice as above provided, all rights granted herein shall immediately extinguish and terminate, unless any time frame is provided to the contrary, and the License premises shall revert fully to Licensor as though this License had never been granted. b. By Licensee: This license is subject to termination by Licensee in the event of material default by Licensor in the performance of any of the -terms, covenants or conditions of this License, and in the fail~ of Licensor to remedy, or undertake to remedy to Licensee's reasonable satisfaction, such default for a period of thirty (30) days after receipt of notice from Licensee to remedy same. c. By Either Party: Either party may terminate this license upon providing the other party not less than sixty (60) days written notice of its intent to terminate. Such notice shall be deemed to have been given when mailed, postage paid, or personally delivered. NOTICE Any notice shall be in writing and shall be delivered by hand or sent by United States Registered Mail, postage prepaid and addressed as follows: Licensor City Manager City of Clearwater P. O. Box 4748 Clearwater, Fl. 34618-4748 Licensee General Manager Holiday Inn Sunspree Resort 715 South Gulfview Boulevard Clearwater Beach, Fl. 34630 Page 5 of7 , , I I Such addresses may be changed from time to time by either party by giving notice as provided above. Notice shall be deemed given when delivered (if delivered by hand), or when postmarked if sent U. S. Mail, certified, return receipt requested. DISCLAIMER OF WARRANTIES This License constitutes the entire agreement of the parties regarding the premises described herein, and may not be changed, modified or discharged except by written amendment duly executed by both parties. Licensee agrees that no representations or warranties shall be binding upon Licensor unless expressed in writing herein or in a duly executed amendment hereof Further, Licensor does not warrant and hereby disclaims any and all liability and responsibility for or on account of the condition of the premises, or any portions thereof, or for or on account of anything affecting such conditions. ASSIGNMENT This License, or any right or interest granted herein, may not be assigned, transferred or sub-licensed by Licensee without the consent of the Licensor, which shall not be unreasonably withheld. -It is mutually understood that Licensor may, at any time, with notice, assign or delegate any or all ofit!trights hereunder. IN WITNESS WHEREOF, the parties hereto have set their ands and seals this --r- dayof~ ,1996. ... ~ CITY OF CLEARWATER, FLORIDA Rita Garvey, Mayor-Commis' er By: tri p" ~ Elizabet . Dept la, City Manager Attest: Cynt . a E. GolItl:.e~lU, City Clerk Page 6 of7 I Signed, sealed and delivered in the presence of: d-A~ WITNESS signature By: Print Name Title 54.'" ~ 5c.,<Q;); TypelPrint witness' na e ~~~ WITNESS si ture . - fl (J.:r 5c. h. ,,(U.. TypelPrint witness' name .. .. I d<; 4 Page 7 of7 I~j . I /1,,/ 0.,:i~~, ,:,' + ,,/,../ ..... ""-:/- "" " / ' ..::') ''';" / ," .::,' / . /1',.,'/ ':'/1/:' -+ {-- 'I' ,__I '. I, ,," /,1 / ,/, ,:<>/ ' " .;:-.~ I I "..,' "" :' : / ,::'/: ,...( I, ~ , ','" 't · /,,', _.'. " I 1/1,' ../--...., :, I II.... \. 1"'- - ~ /"~ ,,' , " ' ,---- I ",____ ----,- . I , ;// /': --____u__~_ " : / ,I' ,-'-_ -! ,..,J 1 ' ", ' r- , / ,/ l"Q : n_-;----__n_C___ ; ,_i / ' " " -u " ':' I I ! ' ,,\ - - - ,- - -- .. " n --- " 1 I " I - - -- - , / ,? ,_ , _ u, ,~' . I " ,?' \ ,------ ' ,." ; " ,,' l"" ..\:: . 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