REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT //��
THIS REVOCABLE LICENSE AGREEMENT is entered into as of this �-1 day of
%WALL , 2013, 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 P.O. Box 3464, Clearwater
Beach, Florida 33767 ( "Licensee ").
WHEREAS, Licensor is the owner of certain real property located in Pinellas County, Florida
hereinafter referred to ( "Premises "); and,
WHEREAS, The Licensee has successfully exercised certain license 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
of the Premises, subject to the terms and conditions stipulated herein (the "License "):
NOW, THEREFORE, it is mutually agreed as follows:
1. License Premises and Term: Licensor hereby grants to Licensee a revocable, non - exclusive
License to occupy and use Licensor's property as more particularly described in Exhibit "A ",
attached hereto and made a part hereof, (the "License Premises "), subject to the terms and
conditions herein set forth, commencing on June 1, 2013, and expiring on May 31, 2014
( "License Term "), unless sooner terminated as herein provided. The License Premises shall be
used for the sole purpose of installing a bungee powered trampoline jump amusement ride and
mechanical dolphin ( "Concessions ") as more particularly depicted and described in Exhibit "B ",
attached hereto and made a part hereof. Licensee's Concessions shall be located within the
License area in conjunction with other Licensees as determined by Licensor in its sole discretion.
Licensor reserves the right to request immediate relocation of the License Premises, and as such,
Concessions, at its discretion. The Concessions may be substituted upon written approval by the
Director of Parks and Recreation.
2. No Interest in Land: This License is not coupled with an interest in the land. It is expressly
understood that this License Agreement does not in any way whatsoever grant or convey any
permanent easement, lease, fee or other real property interest in the Property to the Licensee.
This License Agreement is not exclusive and City specifically reserves the right to grant other
rights of entry in regard to the Property as long as the same do not interfere with the rights
granted to Licensee herein.
3. Options to Renew: The Licensor, in its sole discretion, may extend this License for up to four (4)
- one (1) year periods, on the same terms and conditions as are set forth herein without obtaining
additional approval by the Clearwater City Council.
4. License fee: That for and in consideration of the foregoing License, Licensee shall pay Twenty
Five percent (25 %) of gross revenue to Licensor until September 30, 2013 and from then forward, .
a flat fee, based according to the payment schedule below, during the License Term ( "License
Fee "). During the Initial License Term, there shall be no guaranteed minimum payment. For any
renewals or extensions of the License Term, the Licensee shall pay in accordance with the
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License Fee schedule below, which amounts to a guaranteed minimum payment to Licensor of
no less than $52,500 per year for each renewal year of the License Term ( "Guaranteed Minimum
License Fee "), subject to, and pro- rated, in the event of operation interruption due to a Force
Majeure. For these purposes, defined as any delays or failure to perform any obligation under this
Agreement due to acts of God, strikes, or other disturbances, including, without limitation, terrorist
acts, war, insurrection, embargoes, governmental restrictions, acts of governments or
governmental authorities, and any other cause beyond the control of such party. Failure by the
Licensee to pay the monthly License fee as provided for below, or to pay the Licensor the total
minimum of Fifty -two Thousand Five - hundred Dollars ($52,500) by the end of each year of the
License Term, with the exception of the Initial License Term, shall be deemed a material default
of this License and the Licensor may, at its discretion, terminate the License immediately. The
License Fee shall be paid on the 20th day of each month. Subject to any applicable usury law, a
late payment fee of five percent (5 %) will become due and payable if Licensee fails to pay the
monthly License Fee within five (5) business days of the due date (due date inclusive). Upon
termination by the Licensor, Licensee shall vacate the Premises immediately, but in no event later
than 48 hours from receipt of notification of termination.
$52,500
January
$2,700.00
February
$4,450.00
March
$7,000.00
April
$7,000.00
May
$2,700.00
June
$4,450.00
July
$5,500.00
August
$5,500.00
September
$2,700.00
October
$3,500.00
November
$3,500.00
December
$3,500.00
5. Costs of Operations: Licensee shall pay all costs of its License operations, including, but ncl:
limited to, utilities, and any costs resulting from facility /amenity upgrades, which must be
authorized by the City in writing (i.e. High Speed Internet Wi -Fi).
6. Independent Contractor. This License does not create a partnership, joint venture, or any
affiliation other than Licensor and Licensee. The Licensee agrees that persons employed by'
Licensee for purposes related to the installation, operation or other purposes under this Licens=e
are not employees of the Licensor for any purpose whatsoever, including unemployment tai:
social security contributions, income tax withholding or workers compensation, whether state cr
federal. Licensee agrees to pay and be solely responsible for all applicable taxes, both state and
federal, in connection with its operations and the License Fee paid by Licensee to Licensor.
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7. Licensee duties and responsibilities:
(a) Licensee shall provide various inflatable amusements, such as: a "Euro Bungee" with
an aluminum framing, trampolines (3' high X 15' diameter), adjustable bungees
attached to 110V wenches, safety harnesses and other safety features; and a
mechanical dolphin, with soft foam safety head and tail, automatic stop sensor,
inflatable mattress, and other safety features in accordance with acceptable industry
standards..
(b) Licensee shall setup the site, including securely anchoring the concessions, fencing
off the area, and setting up an area for ticket sales.
(c) Licensee shall operate in or on the License 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 and Turtle Nesting Season
(as defined by the Florida Department of Environmental Protection). During Turtle
Nesting Season (May 1 — October 31) additional restrictions may be applied by
Licensor on lighting and hours of operations in accordance with City policy or the law.
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 structure that can be broken down in
48 hours if needed.
(e) Licensee will ensure that the concessions are run and operated by properly trained
employees and that Licensee has provided any necessary and appropriate technical,
safety and operational training for its employees to carry out operations in a safe
manner. It is additionally encouraged that employees obtain CPR & First Aid
Certifications. By entering into this License Agreement, Licensee represents that
each employee has specific technical, safety, and operational training.
(f)
Licensee will provide appropriate background screening for all employees in
accordance with the law.
(g) Licensee will provide certified accountant financial records and certified tax return
documents on an annual basis.
8. Insurance. Licensee agrees to acquire and maintain at its own cost and expense
Comprehensive General Liability coverage for the activities identified under this agreement on a
per "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 Two
Million Dollar ($2,000,000.00) aggregate limit; Commercial Automobile Liability coverage for any
owned, non - owned, hired or borrowed automobile used under this agreement in an amount of not
less than One Million Dollars ($1,000,000.00) combined single limit; Statutory Workers'
Compensation and Employer's Liability coverage's; and Property Insurance on Licensee's own
property in connection with their performance under this agreement. The City of Clearwater is to
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be named as an "Additional Insured" on the General Liability and Commercial Automobile Liability
policies. Licensee agrees to provide to the City of Clearwater a Certificate of Insurance
evidencing the coverage's set forth prior to operation, and then yearly thereafter. Licensee
agrees to provide a copy of the insurance policies to the City upon written request for same.
Licensee understands that the City of Clearwater is not representing that the above types or
amounts of insurance are sufficient or adequate to protect the Licensee's interests or liabilities,
but are merely minimums.
9. Liability /Indemnification. Licensor will not accept and explicitly renounces any liability of any
nature for use of the License Premises by the Licensee, its employees, agents, contractors and
invitees. Licensee shall save and hold harmless the Licensor, its successors and /or assigns,
from any and all liability arising from injury to person or property during the term hereof. Nothing
contained herein shall be construed to waive or modify the provisions of Florida Statute 768.28 or
the doctrine of sovereign immunity. In addition, nothing contained herein shall be construed as
creating third party beneficiaries or as consent by the Licensor to be sued by third parties in any
manner arising from this grant of License.
10. Maintenance and Operations. 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 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 Licensors prior
approval and applicable law.
11. All notices to either party must be sent by either U.S. Mail or e-mail to the addresses below:
As Licensor
City of Clearwater
P.O. Box 4748
Clearwater, FL 33758 -4748
Chrvstal. Rvals(ci)mvclearwater.com
Brian.Craig(a�myclearwater.com
Miscellaneous Provisions
As to Licensee
Emerald Coast Bungee, Inc.
c/o Dan Northcott
P.O. Box 3464
Clearwater Beach, FL 33767
mechanicalsharkinc(a�gmail.com
12. The provisions of this License shall be binding upon and inure to the benefit of the heirs, personal
representatives, and successors of the parties, as permitted herein. Any provision hereof which
imposes upon Licensor or Licensee, any obligations after termination or expiration of this License
Agreement, shall survive termination or expiration hereof and be binding upon Licensor or
Licensee.
13. This License is personal to Licensee. It is not assignable, and any attempt to assign this License
shall immediately terminate the License privileges granted to Licensee hereunder. In addition,
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Licensee shall not sell, mortgage, pledge or in any manner transfer this License Agreement or
any interest therein, not 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.
14. Licensor may terminate this License Agreement immediately, at will, in Licensor's sole discretion,
with or without cause. This License Agreement may also be terminated at any time upon the
mutual written agreement of Licensor and Licensee.
15. 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
parities hereto, shall be deemed to create any relationship between the parties hereto other than
the relationship of Licensor and Licensee.
16. 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.
17. All advertising or related communications pertaining to Licensor must be pre- approved in writing
by the Licensor.
18. Licensor shall have the right to enter upon the Premises at all times. Licensor shall not unduly
interfere with Licensee's business.
19. If this License, or its operation, shall create any ad valorem or other tax obligations, it shall be
incumbent solely upon Licensee to timely discharge same.
20. This License contains all of the terms, conditions and covenants binding the parties hereto.
There are no other terms, conditions, covenants or understandings, either 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 parties have executed this Agreement as of the date first above written.
Signed in the Presence of:
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LICENSEE:
EMERALD COAST BUNGEE, INC.
Dated:
By:
Dan Northcott
President
?c-44.711/-
Countersigned:
— gedol►R Acs€ €tt os
George N. Cretekos
Mayor
Approvgd as to form:
Laura Lipowski Mahony
Assistant City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
LICENSOR:
CITY OF CLEARWATER, LORIDA
By: 10;111241.44...3 .. 1444.A4)---IC
William B. Horne II
City Manager
Attest:
fbVRose arie Call
City Clerk
The forgoing instrument was acknowledged before me this 11-4.N day of
Sv , 2013 by WILLIAM B. HORNE II, City Manager of the City of Clearwater, who is
personally known to me.
Print/Type Name:
Notary Public
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. SANDRA HARRIGER
N. t NOTARY PUBLIC
`V i.STATE OF FLORIDA
Comm# EE142238
Expires 1/4/2016
ist
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)
PIER 6'0
PARK
PAVILION
Roundabout
Exhibit B
Bungee Powered Trampoline Jump Amusement Ride
Mechanical Dolphin