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NON-EXCLUSIVE REVOCABLE LICENSE AGREEMENT TO ACCESS RENOVATE AND OCCUPY HARBORVIEW CENTERNON-EXCLUSIVE REVOCABLE LICENSE AGREEMENT TO ACCESS, RENOVATE AND OCCCUPY HARBORVIEW CENTER This LICENSE AGREEMENT TO ACCESS, MAKE IMPROVEMENTS, AND OCCUPY HARBORYIEW CENTER ("License"), is made and entered into this i 2� day of September 2011, ("Effective Date°) by and between the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation ("Licensor"), and the CLEARWATER MARINE AQUARIUM, INC, a Florida non-profit corporation, having its principal place of business at 249 Windward Passage, Clearvvater, FL 33767 ("Licensee") (each individually "Part�i' or collectively °Parties'�. WITNESSETH: License Premises: In consideration of Licensee timely and fully complying with the covenants and conditions herein contained, Licensor does hereby grant to Licensee and Licensee hereby accepts from Licensor, a non-exclusive License to utilize the following described premises owned by Licensor: The entire second (ar "middle") floor of the Harborview Center, containing 54,000 square feet, more or less, of interior floor area, measured to the unfinished interior surfaces of its perimeter walls ("Licensed Premises° or "Premises°) which is a portion of: EDWARD MILL'S SUBDIVISION, Lot 3 Less Street, and Lots 4 and 5, ROMPON'S 8� BASKINS CORRECTED MAP OF CAUSEWAY BUSINESS DISTRICT, as reoorded in Plat Book 57, Pages 1 and 2 of the public records of Pinellas County, Florida, and part of SUNSET COURT, all described as beginning at the No�theast comer of B1ock 1 of aforesaid ROMPON'S & BASKIN'S CORRECTED MAP OF CAUSEWAY BUSINESS DISTRICT; thence South 224.38 feet; thence West 566.62 feet; thence along the arc of a curve to the right, 197.75 feet; radius 679.20 feet, cord bearing N82°W, 197.10 feet; thence N05°W, 189.48 feet; thenceNO3°West, 171.34 feet; thence along the arc of a curve to the right, 84.23 feet, radius 743.35 feet, cord bearing NO3°E, 84.18 feet; thenoe East, 422.97 feet; thence along the arc of a curve to the right, 67.22 feet, radius 163.84 feet, cord bearing N60°E, 66.75 feet; thence South100.31 feet; thence East 291.48 feet; thence South 183.27 feet to the point of beginning. Together with non-exclusive rights to use the paricing area to the west of the Harbonriew building and common areas appurtenant to the Licensed Premises as necessary to utilize the Premises as described herein. 2. Use of License Premises and Funding of Renovations: Licensee shall have the right and privilege to access and utilize the Licensed Premises on for the general purpose Exhibit B of preparing said p�emises for the operations of its typical business. More spec�cally, Licensee shall have access for purposes of cleaning, renovating, and making modifications and improvements (°Licensee Renovations") and for storing materials related to its business. This License is not coupled with an interest. 3. License Term: This License is granted to Licensee as of the Effective Date and shall extend until midnight on October 31, 2011 unless terminated as otherwise provided for herein. It is the intention that the Parties will enter into a Lease Agreement on November 1, 2011, which shall provide for the terms and conditions of the Lioensee's long term occupation of the premises. Nofinrithstanding the October 31, 2011 expiration date of the License, this License shall terminate or expire upon the occurrence of any one, or more, of the following, whichever shall occur first: a. Licensee changes the use of the property, or abandons its use of the License Premises for a period of sixty (30) days; or, b. Materia{ default by Licensee in the performance of any of the terms, covenants or conditions of this License, and in the faiture of Licensee to remedy, or undertake to remedy, to Licensor's reasonable satisfaction such default for a period of thirty (30) days after reoeipt of Notice from licensor to remedy same; or, 4. At such time as any of the aforementioned events occur, all rights granted herein in favor oi the Licensee shall automatically extinguisfi and the License Premises shall revert fully to the Licensor as if this License had neve� been granted. 5. LiabilitY ! Indemnification: Licensee, its partners, officers, directors. employees, �epresentatives, attomeys, agents, successors and assigns ("Indemnitors"), shall save and hold harmless the Licensor, 'rts successors and/or assigns, from any and all liabitity arising from injury to person or property during the term hereof, and do hereby release and forever discharge Licensor for and from any and all Claims which Indemnitors ever had, now have, or hereafter can, shall or may have against Licensor for, upon or by reason of any rnatter, cause or thing, whatsoever, arising out of or related to the Licensee's use of the Licensed Premises (each a"Released Claim"), said indemnification limited by Licensee's appticabte insurance coverages. Indemnitors hereby covenant and agree to forever forbear from alleging, asserting, bringing, commencing, instituting, maintaining, prosecuting or otherwise pursuing against Licensor any Released Claim. Indemnitors further agree that this release may be pleaded by the Licensor as a full and complete defense to any Released Claim that may be alleged, asserted, brought, commenced, instituted, maintained, prosecuted or othervvise pursued against Licensor. "Claims" means any and all actions, adjudications, awards, causes of action, claims, costs, damages (including, without limitation, consequentiai damages), demands, 2 expenses (including, without limitation, attomeys', consultants' and experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, litigation or proceeding), fees, fines, forfeitures, injuries, judgments, {iabilities, liens, losses, obligations, orders, proceedings, penalties, stop notices and suits of any kind or of any nature whatsoever. Licensor will not accept and explicitly renounces anv liabilitv of any nature for use of the Lioense Premises by the Licensee, its partners, officers, directors, emptoyees, representatives, attomeys, agents, successors and assigns. The Licensee acknowledges and makes assurances, upon which the Licensor relies in granting this License, that the Licensee will not open the Licensed Premises to any parties other than those necessary to fuffill the express purposes of this License. Under no circumstances shall the Licensed Premises be open to, or accessed by, the general public. Nothing contained herein shall be construed to waive or modify the provisions of Florida Statute 768.28 or the doctrine of sovereign immunity as to Licensor. In addition, nothing contained herein shall be construed as creating third pa�ty beneficiaries or as consent by the Licensor to be sued by third parties in any manner arising from this grant of License. 6. (nsurance: During the term of this License, Licensee shall procure and maintain, at its sole cost and expense, the following policy or policies of insurance through firms authorized to provide such insurance within the State of Florida: a. Insurance: 1. Comprehensive General Liability Insurance on an "occuRence" basis in an amount not less than $1,000,000 combined single-limit Bodily Injury Liability and Property Damage Liability, with explosion exclusion removed. 2. Worlcers' Compensation Insurance applicable to its employees for statutory coverage limits, and Employers' Liability which meets al� applicable state and federal laws. b. Additional Insured The City is to be specifically included as an additional insured on all liability coverage shown in section 1 described above. c. Notice of Cancellation or Restriction Alf policies of insurance must be endorsed to provide the City with thirty (30) days' notice of canceltation or restriction. 3 d. Ce�t�cates of Insurance/Certified Copies of Policies Prior to commencement of this License, the Licensee shall provide the Licensor with a certificate or certificates of insurance showing the existence of the coverage as required by this License. The Licensee will maintain this coverage with a current cert�cate or cert�cates of insu�ance throughout the teRn stated in the License. When specifically requested by the Licensor in writing, the Licensee will provide the Licensor with certified copies of all poiicies of insurance as required above. New certificates and new cert�ed copies of policies (if certified copies of policies are requested} shall be provided to the Licensor whenever any policy is renewed, revised, or obtained from other insurers. e. The certficates and/�r certified policies shall be sent or delivered to the Risk Manager and addressed to: The address where such certficates and certified policies shall be sent or delivered as follows: City of Clearvvater P.O. Box 4748 Clearvvater, FL 33758-4748 7. Other Provisions: Integral to the rights and privileges herein granted, the parties further agree as follows: a. Licensee shall at all times maintain the License Premises in compliance with all applicable Cit�r of Clearwater codes. b. Licensee shall be responsible for direct costs associated with its occupation and activities under this License, including but not limited to, all expenses for utilities required for the operation and maintenance of the License Premises. It is the intent of the Parties that the Licensor shall maintain its utitities accounts which service the Licensed Premises, with the Licensee reimbursing the Licensor for the total cost of such utility e�enses as a portion of its reimbursement of the Capital Expenditures as defined in that certain Business Lease Contract to be entered into by the Parties on o� before November 1, 2011. c. Licensee, at its sole expense, shall comply with all applicable Federal, State and Local environmental 1aws, and shall not allow the storage, use, disposal, or discharge by itseff or others, of any contaminants or hazardous materials as defined in State, Federal or Local environmental laws on or about the Lic�ense Premises. d. If this License, or its operation, shall create any ad valorem or other tax obligations, it shall be incumbent soiely upon Licensee to timely discharge same. 4 8. Notice: Any notice given by one party to the other in connection with this License shall be sent by certified mail, return receipt, with postage and fees prepaid, addressed as follows: 1f to Licensor: Rod Irwin, Assistant City Manager Ci�ty of Cleanivater P. O. Box 4748 Clearwater, Florida 33758-4748 If to Licensee: R. Nathan Hightower, Esquire . P.O. Box 4376 Clearvvater, Florida 33758 9. (3uiet Enjovment: Upon observing and perfonning the covenants, terms and conditions required by this License, the Licensee shall peaceably and quietly hold and enjoy the License Premises for the indeterminate term as stipulated herein, without hindrance or interruption by Licensor. It is expressly understood and agreed that all rights of ownership of the License premises not inconsistent with the lioense rights herein conveyed to Licensee are reserved to Licensor. 10. Entire AQreement: This License contains atl of the tercns, conditions and covenants binding the parties hereto. There are no other teRns, conditions, covenants or understandings, e"ither written or oral, binding upon the parties unless expressed herein in writing, or subsequently addended hereto by mutual agreement of the parties. IN WITNESS WHEREOF, the undersigned parties have hereunto a�xed their hands and seals the day and year first above written. Signed, sealed and de{ivered In the r of: � Witness signature • `���. �'c,( r� W ess signature � �d� Q, � Print Witness nam 5 Clearwater Marine Aquarium, Inc. By: f 1'iti Title �% i-�.�- Countersigned: / � �.��' � F�ank V. Hibbard, Mayor Approved as to foRn: G Pamela Akin, City Attomey Att CITY OF CLEARWATER, FLORIDA Wi iam B. Horne, I1, City Manager I. Caoita) Renoration Costs A. Building Repairs/Renovations Ceiling Tiles & interior walls Completed A/C Cleaning and Repair Start this week Fresh Air System Cleaning and Code Update Start this week Walt Demolition, Partitions and Emergency Exit 80% Complete Install Double Doors — West Wall Exit 6096 Complete Inspect Fire Alarm System and Install Voice Evacuation System 2096 Complete Inspect and Repair Sprinkler System 4096 Compiete Install Fencing, Concrete Ramp, Parking Deck Start this week Roof Repairs 100% Complete Subtotal: B. Parking Improvements C. landscaping and Grounds II. �Imated Interim Oceratine Costs A. City of Clearvvater Utilities B. Progress Energy Subtotal: Subtotal TOTAL: EXHIBIT C BUDGET $ 4,597 $ 10,000 $ 25,000 $ 10,000 $ 5,000 $ 20,000 $ 10,000 S 8,000 � $93,397 $ 6,150 7 500 $107,047 $ 900 15 750 $ 16,650 $123,697 ESTIMATED Non Recurring Expenses IBuildina Modifications and Exhibit Build out� As of 8/31/11 lor�aine's Home/Garage �gp,ppp Grand Hall Tauch Tank Gik Shop Dispiays Check out counters POS Terminals Computers Exhibit Signage Sound System/PA OHice furniture Total Non-recurring Expenses Exhibit D 2,000 5,000 2,000 10,�0 1,200 20,000 5,000 2.500 $127,700