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INSTALL A BUNGEE POWERED TRAMPOLINE JUMP AMUSEMENT PARK RIDE AND FAUX-ROCK CLIMBING WALL (3)r LICENSE AGREEMENT THIS LICENSE AGREEMENT is entered into as of this day of Pkaw, , 2010, between the City of Clearwater, a municipal corporation of the State of Florida, whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-4748 ("Licensor") and Emerald Coast Bungee, Inc., a Florida corporation, whose mailing address is 915 Lantana Avenue, Clearwater, Florida 33755 ("Licensee"). WHEREAS, Licensor is the owner of the real property more particularly described in Exhibit "A", attached hereto and made a part hereof, located in Pinellas County, Florida hereinafter referred to as ("Premises"); and, WHEREAS, the Licensee has successfully exercised certain rights and privileges upon the Premises for the past three (3) years; and WHEREAS, Licensor is willing to grant Licensee a license for continued occupancy and utilization, subject to the terms and conditions stipulated below (the "License"): NOW, THEREFORE, it is mutually agreed as follows: 1. Licensor hereby grants to Licensee the License to occupy and use the Premises, subject to all of the terms and conditions herein set forth, commencing on June 1, 2010, and expiring on May 31, 2013, ("License Term") unless sooner terminated as herein provided for the purpose of installing a bungee powered trampoline jump amusement ride and faux-rock climbing wall ("Concessions") as more particularly described in Exhibit "B", attached hereto and made a part hereof. Licensee acknowledges and agrees that License is non-exclusive. Licensee's Concessions shall be located within the License area in conjunction with other Licensees as such Licensee's Concessions are located as of the inception of this Agreement. Licensor reserves the right to request immediate relocation of the License Premises, and as such, Concessions, at its discretion. 2. That for and in consideration of the foregoing License, Licensee shall pay Licensor a commission equivalent to twenty-five percent (25%) of the gross revenue proceeds generated by the Concessions during the License Term ("Commission"), with a guaranteed minimum payment of no less than $40,000 per year for each year of the License Term ("Guaranteed Minimum License Fee"). Failure by the Licensee to pay the Licensor the minimum Forty Thousand Dollars ($40,000) by the end of each year of the License Term shall be deemed as a material default of this Agreement and the Licensor may, at its discretion, terminate the License immediately. For purposes of this Agreement, "Gross Revenue Proceeds" shall mean the total of all amounts charged to customers for entry to the concessions. Specifically, all amounts charged for numbered tickets, coupons or other type of invoices ("Tickets"), less any applicable taxes, regardless of whether said Tickets are redeemed. Commission shall be paid bi- weekly, first payment to be paid 14 days after the Licensee's first day of 1 operation, and once every two weeks thereafter. If all amounts due to Licensor are not paid as indicated, Licensee will be considered in default hereunder and Licensor retains the right to terminate this Agreement immediately and require vacation of the Premises immediately, but in no event later than 24 hours from receipt of notification of such default. 3. Licensee shall pay all costs resulting from and associated with the installation and operation of electrical and water service for operation of the Concessions. 4. The Licensee agrees that persons employed by Licensee for purposes related to the installation, operation or other purposes under this License are not employees of the Licensor for any purpose whatsoever, including unemployment tax, social security contributions, income tax withholding or workers compensation, whether state or federal. Licensee agrees to pay and be solely responsible for all applicable taxes, both state and federal, in connection with the amount paid by Licensee to Licensor. 5. Licensee duties and responsibilities pursuant to this Agreement are as follows: (a) Licensee shall provide a "Euro Bungee" with an aluminum framing, trampolines (3' H x 15' diameter), adjustable bungees attached to 110V wenches, safety harnesses and other safety features; and a four- sided faux-rock climbing wall, 24.5' high, with mountain climbing rated safety harnesses and other safety features in accordance with acceptable industry standards. (b) Licensee shall setup the site, including securely anchoring the Bungee, fencing off the area, and setting up an area for ticket sales. (c) Licensee shall operate in or on the Premises, as designated by Licensor. Hours of operation shall be daily (seven days a week) no earlier than 9:00 a.m. until no later than 10:30 p.m., except during inclement weather. The City reserves the right to shut down the operation of the Concessions if, in its sole discretion, it is in the best interest of the City, or to protect the safety and welfare of the public. (d) Licensee will ensure that the Concessions are a temporary structure that can be broken down in 2 days if needed. (e) Licensee will ensure that the Concessions are run and operated by properly trained employees, all of whom are uniformed in matching company tee shirts and shorts. (f) Licensee specifies that each employee have specific duties, which include technical, safety, and operational support to ensure that the operation runs safely and efficiently, and that Licensee has provided any necessary and appropriate training for its employees to carry out the operation in a safe manner. 2 6. Licensee agrees to provide comprehensive general liability coverage for the activities identified under this agreement on an "occurrence" basis in an amount of not less than One Million Dollars ($1,000,000.00) combined single limit bodily injury liability and property damage liability with a minimum One Million Dollar ($1,000,000.00) aggregate limit. The Certificate of Insurance shall show the City of Clearwater as an Additional Insured. The certificate must be provided to City of Clearwater prior to operation. Licensee agrees to provide a copy of the insurance policy to the City upon written request for same. 7. Licensee shall protect, defend, indemnify, save and hold harmless Licensor against and from any and all claims, including copyright/trademark infringement claims, demands, fines, suits, sections, proceedings, orders, decrees and judgments of any kind or nature by or in favor of, anyone whomsoever, and against and from any and all costs, damages and expenses, including attorney's fees, resulting from, or in connection with, loss of life, bodily or personal injury or property damages arising, directly or indirectly, out of, or from, or on account of, any accident or other occurrence in, upon, at or from the Premises, or occasioned in whole or in part through the use and occupancy of the Premises, or by any act or omission of Licensee, or any employees, agents, contractors or invitees in, upon, at or from the Premises or its appurtenances. 8. Licensee shall at its sole cost and expense (a) maintain the Premises in a safe, clean and proper manner; (b) secure any and all licenses or permits required by any governmental agency or authority with respect to Licensee's operation of the Concessions, occupancy and use of the Premises, including any and all rights or licenses required under applicable copyright or trademark law, (c) secure and be responsible for the security of the Concessions at close of business each day and during hours of non-operation; (d) not make or permit to be made any alterations, additions or improvements in the Premises without the prior written consent of Licensor; (e) not permit any mechanic's lien to be filed against the Premises by reason of any work, labor, service or materials performed at or furnished to the Premises; and (h) abide by all rules and regulations established by Licensor, from time to time, with respect to the use and occupancy of the Premises. All signs used at the Premises shall be subject to Licensor's prior approval. 9. This License is personal to Licensee. It is not assignable, and any attempt to assign this License will terminate the License privileges granted to Licensee hereunder. In addition, Licensee shall not sell, mortgage, pledge or in any manner transfer this License Agreement or any interest therein, nor sublet all of any part of the Premises or license considerations therein. Licensee shall notify Licensor of any name change made in accordance with applicable law. 10. Licensor may terminate this License Agreement immediately, at will, in Licensor's sole discretion, with or without cause. This License Agreement may also be 3 terminated at any time upon the mutual written agreement of Licensor and Licensee. 11. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto it being understood that nothing contained herein, or any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Licensor and Licensee. 12. All notices to either party must be sent by U.S. Mail to the address below: As to Licensor City of Clearwater P. O. Box 4748 Clearwater, FL 33758-4748 As to Licensee Emerald Coast Bungee c/o Dan Northcott 915 Lantana Avenue Clearwater, Florida 33755 Miscellaneous Provisions 13. The provisions of this License shall be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties, as permitted herein. Any provision hereof which imposes upon Licensor or Licensee, any obligation after termination or expiration of this License Agreement, shall survive termination or expiration hereof and be binding upon Licensor or Licensee. 14. Licensee agrees to comply with all local, state, and federal statutes and ordinances, and is responsible for obtaining all necessary state and local permits prior to setting up and operating the Concessions. 15. All advertising or related communications pertaining to Licensor must be pre- approved in writing by the Licensor. 16. Licensor shall have the right to enter upon the Premises at all times. Licensor shall not unduly interfere with Licensee's business. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. LICENSEE: EMERALD COAST BUNGEE, INC. Signed in the Presence of: Dated: r (r LLj&XJ By. % "') _ Y Dan N hcott Presi en 4 Countersigned: LICENSOR: CITY OF CLEARWATER, FLORIDA By: ..? Frank V. Hibbard illiam B. Horne II Mayor City Manager Approved as to form: d"" x ?,' - Laura Lipowski Mahony Assistant City Attorney STATE OF FLORIDA COUNTY OF PINELLAS Attest: The foregoing instrument was acknowledged before me this day of 2010, by WILLIAM B. HORNE II, City Manager of the City of Clearwater, who is personally known to me. Print/Type Name: V Notary Public T SANDRA HARRIGER MY COMMISSION # DD733691 EXPIRES: January 04. 2012 14(W-NOTARY M. Naurq ua nt Amm. Co. 5 Exhibit A City of Clearwater SPECIAL EVENTS BEACH VENUE #2: North Of Pier 60 (Approximately 200'x 250'= 50,000 sf or 1.1 acre) IQ???rv 34 ? ,p '?1 - ,i tl k ti E of 6 i I: G rvi a ? ?Y?.??NFM 61 I i d 4, P orth, 'K Roundabout Emerald Coast Bungee Exhibit B Rock Wall (4 Station) Euro Bungee (4 station)