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REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT THIS LICENSE AGREEMENT made this 4 1 1 1 1 day of Da y G-ZA , 2013 by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation ( "Licensor "), and SALT BLOCK 57, L.L.C., a Utah limited liability company, whose current principal address is 1001 E. Atlantic Avenue, Suite 202 Delray Beach, FL 33483 ( "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 parties, individuals, and the successors and assigns of corporations) WITNESSETH: WHEREAS, Licensor is the owner in fee title to certain lands herein described and referred to as the Licensed Premises; and, WHEREAS, Licensee is planning development of certain lands lying adjacent to the Licensed Premises and wishes to have the exclusive use of the Licensed Premises for activities associated with the construction of said development; and, WHEREAS, Licensor is agreeable to granting Licensee the privilege and exclusive use of said premises for the uses authorized herein. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties agree as follows: 1. LICENSED 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, an exclusive License to occupy and utilize the paved portion of the following described premises owned by Licensor ( "Licensed Premises "), a sketch of which is appended hereto as EXHIBIT "A ", and by this reference made a part hereof: Lots 28 through 32 of LLOYD - WHITE- SKINNER SUBDIVISION, in government lot 4 of Section 8, Township 29 South, Range 15 East, according to the map or plat thereof recorded in the public records of Pinellas County, Florida, in Plat Book 13, Pages 12 and 13. This License is not coupled with an interest and conveys no property interest whatsoever. 2. TERM AND FEE: This License is granted and shall extend from the 15th day of February, 2014 ( "Effective Date ") for a term of fifteen (15) months. The Licensee shall pay a total license fee ( "License Fee ") of Five Hundred Eight Thousand, One Hundred Sixty -five and 00/100 Dollars ($508,165.00), payable in advance in five quarterly installments of One Hundred One Thousand, Six Hundred Thirty -three and 00/100 Dollars ($101,633.00), which amount is inclusive of all applicable sales taxes and ancillary fees, commencing upon the [GM13- 1420 - 133/137740/1] Page 1 of 1 4956986v1 Effective Date hereof. A break -out of costs included in the License Fee is attached hereto as Exhibit "B" and by this reference, made a part hereof. 3. USE AND MAINTENANCE: Licensee accepts Licensed Premises "as is," with the exception of the removal of the parking meters, which shall be performed by the Licensor prior to the Effective Date. Licensor shall have no obligation whatsoever to make improvements to the Licensed Premises prior to, or during, the Licensee's occupation. Licensee covenants and agrees with Licensor that Licensee shall not use the Licensed Premises for any other purpose other than the exclusive right to park vehicles in conjunction with the construction activities on adjacent property and for trucks to enter upon the Licensed Premises to deliver materials to the adjoining construction site. Licensee further agrees that Licensee shall make no unlawful, improper or offensive use of the Licensed Premises, and shall always maintain the Licensed Premises in compliance with all applicable City of Clearwater codes; and shall quit and deliver up the said premises at the end of the License term, in as good condition as existed upon the Effective Date hereof. Licensee shall make no improvements to the Licensed Premises, or otherwise encumber the Licensed Premises, without the express written consent of duly authorized Licensor officials. 4. LIABILITY AND INDEMNIFICATION: Licensor will not accept and explicitly renounces any liability of any nature for use of the Licensed Premises by the Licensee, its employees, agents, contractors, subcontractors or other invitees, approved or unapproved. Licensee agrees to assume all risks of use and occupation of the Licensed 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, liability and damages of whatever nature, arising from injury to persons or property during the term hereof, occasioned by Licensee's negligent or willful 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 Licensed Premises or Licensee's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by Licensee on, in or about the Licensed Premises, whether or not based on negligence. The previsions of this paragraph shall survive expiration or termination of this License. 5. INSURANCE: Licensee agrees to comply with all terms, provisions and requirements contained in Exhibit "C" attached hereto and by this reference, made a part hereof as if said document were fully set forth at length herein. 6. ENVIRONMENTAL RESPONSIBILITIES: 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 Licensed 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 [GM13- 1420 - 133/137740/1] Page 2 of 2 4956986v1 prior to the grant of this License, or coming onto the Licensed Premises by actions of parties other than Licensee, its agents, contractors, subcontractors, employees and invitees, during the term or any extension hereof. 7. DEFAULT / TERMINATION. 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 timely remedy to Licensor's reasonable satisfaction, such default for a period of fifteen (15) days after receipt of written notice from Licensor to remedy same; or should Clearwater City Council determine at a duly constituted public meeting that the Licensed Premises are required for any other public purpose; or should Licensee vacate or abandon the Licensed Premises. In the event of any of the foregoing occurrences, and delivery or mailing of notice as above provided, all rights granted herein shall immediately extinguish and terminate, unless any timeframe is provided to the contrary, and the Licensed 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 failure of Licensor to remedy, or undertake to remedy to Licensee's reasonable satisfaction, such default for a period of fifteen (15) 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. 8. NOTICE: Any notice shall be in writing and shall be delivered by hand or sent by United States certified mail, postage prepaid, or by overnight courier and addressed as follows: Licensor Licensee City Manager City of Clearwater P. O. Box 4748 Clearwater, FL 33758 -4748 With a copy to: City Attorney City of Clearwater P. O. Box 4748 Clearwater, FL 33758 -4748 [GM 13- 1420 - 133/137740/1 ] 4956986v1 Mark Walsh 1001 East Atlantic Avenue, Suite 202 Delray Beach, FI. 33483 With a copy to: E. D. Armstrong, III, Esquire 311 Park Place Boulevard, Suite 240 Clearwater, FL 33759 Page 3 of 3 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. 9. DISCLAIMER OF WARRANTIES: This License constitutes the entire agreement of the parties regarding the Licensed Premises described herein, and my 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 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 Licensed Premises, or any portions thereof, or for or on account of anything affecting such conditions. 10.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 may be granted or withheld at Licensor's sole discretion. It is mutually understood that Licensor may, at any time, with notice, assign or delegate any or all of its rights hereunder. 11.QUIET ENJOYMENT: Upon observing and performing the covenants, terms and conditions required by this License, the Licensee shall peaceably and quietly hold and enjoy the Licensed 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 Licensed Premises not inconsistent with the license rights herein conveyed to Licensee are reserved to Licensor. 12. ENTIRE AGREEMENT: 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. 13.OTHER PROVISIONS: Integral to the rights and privileges herein granted, the parties further agree as follows: a. Licensee shall at all times maintain the Licensed Premises in compliance with all applicable City of Clearwater codes. b. Licensee shall be responsible for direct costs associated with the conducting of its activities, including but not limited to, all expenses for utilities required, if any, in the operation and any and all maintenance required on the Licensed Premises. c. Licensee shall comply with all applicable Federal, State and Local law. d. 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. [GM13-1420-133/137740/1] Page 4 of 4 4956986v1 IN WITNESS WHEREOF, the parties hereto, being duly empowered and authorized, have set their hands and seals this 1-144- day of , 2013. Signed, sealed and delivered In the presence of: WITNESS signature ko tir. r.Lk Y► s okAsk cLS Type /Prinitness Name WITNESS signature Y1f fcku-(9z-- Type /Print Witness Name Countersigned: merle George N. Cretekos, Mayor Approved as to form: Laura Lipowski Mahony Assistant City Attorney [GM 13- 1420 - 133/137740/1 ] 4956986v1 SALT BLOCK 57, L.L.C. a Utah limited liability company By: GALLIVAN, INC., a Utah corporation Manager c By: Mark Walsh Title: President By: CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation Attest: u,;4;%v ,Joa ti ,- iam B. Horne, II, City Manager tdifiLah u Rosemarie Call, City Page 5 of 5 LQaatcr �o 1PnpMM; MIL *Os aw. OMiwWti Pl. UM Pk R»DM47M. lee 0"102WM M EXHIBIT A N 8 Scale: N.T.S. E Map Gen By: JB Reviewed By: CL Date: 1 0131 12 01 3 Grid it 276A S-T-R: 06.29. -1Bw Doarn,M PM: V:1alfEnynwrYlPLMIMwi 168003dnMw err 0111111 A Met , Lanai EXHIBIT "B" License Fee per Citv Code Requirements City Parking Lot 32 - 15 month License Agreement 65 revenue generating spaces I§ $16 / day = $1,040/ day = $379,600/year. 1.25 years (15 months). $474,500 Plus sales tax of 7% $507,715 Administrative fee $50 Charoe for removtl & reinstallation of 4 Cale meters - 4 (8i $100 $400, Total $508.165 5 (five) advance payments quarterly = $101.633 / quarter The Remainder of This Page Intentionally Left Blank EXHIBIT "C" INSURANCE: The Licensee shall, at its own cost and expense, acquire and maintain (and cause contractors and subcontractors, if applicable, to acquire and maintain) during the License term with the City, sufficient insurance, or self- insurance, to adequately protect the respective interest of the parties. Specifically the Licensee must carry the following minimum types and amounts on an occurrence basis, or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this License: 1. Commercial General Liability Insurance in the amount of $1,000,000 per occurrence and $2,000,000 general aggregate. 2. Commercial Automobile Liability Insurance for any owned, non - owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 combined single limit. 3. Statutory Workers' Compensation Insurance and Employer's Liability Insurance in the minimum amount of $100,000 each employee each accident, $100,000 each employee by disease and $500,000 aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, and subcontractors, if any. The above insurance limits may be achieved by a combination of primary and umbrella /excess liability policies. Other Insurance Provisions: 1. The City is to be specifically included as an "Insured" on the Commercial Liability Insurance, and Commercial Auto Liability Insurance policies listed. 2. Prior to the execution of this Agreement then annually upon the anniversary date(s) of the insurance policy's renewal date(s), the Licensee will furnish the City with a Certificate of Insurance or letter evidencing the coverage set forth above and naming the City as an "Insured" on the Licensee's Commercial General Liability Insurance and Commercial Auto Liability Insurance policies listed above. In addition, The Licensee will provide the City with certified copies of all applicable policies when requested in writing from the City. The address where such certificates or letters and certified policies shall be sent or delivered is as follows: City of Clearwater Engineering Department Attn: Charles Lane P.O. Box 4748 Clearwater, Florida 33758 -4748 3. The Licensee shall provide thirty (30) days written notice of any cancellation, non - renewal, termination, material change or reduction in coverage. 4. The Licensee's insurance as outlined above shall be primary and non - contributory coverage for The Licensee's negligence. 5. The Licensee shall defend, indemnify, save and hold the City harmless from any and all claims, suits, judgments and liability for death, personal injury, bodily injury, or property damage arising directly or indirectly including legal fees, court costs, or other legal expenses. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and failure to request evidence of this insurance shall not be construed as a waiver of The Licensee's obligation to provide the insurance coverage specified.