LICENSE AGREEMENT TO ITS NON-EXCLUSIVE USE FOR THE PURPOSES OF VEHICLE PARKING
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT made this l'i~ day of ~ , 2006 by and
between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation ("Licensor"),
and MARQUESAS, LLC, a Delaware limited liability company authorized to conduct business
in the State of Florida, 770 South Gulfview Boulevard, Clearwater Beach, FI. 33767
("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)
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-exclusive
use of said premises for the purposes 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 Licensee for the following described property ("License Premises"), a
sketch of which is appended hereto a EXHIBIT "A", and by this reference made a part hereof:
From a POINT OF BEGINNING at the S. E. corner 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; run South 77037'32" East, 90.00 feet, along the southerly
border of said subdivision; thence run South 12022'28" West along the easterly line
of said right-of-way easement for the Clearwater Pass Bridge, as recorded in O. R.
Book 1763, Page 432 of said Pinellas County 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
North 12022'28" East, 153.60 feet to the POINT OF BEGINNING.
TERM AND FEE: This License Agreement ("License") shall extend from the 1 st day of
January, 2007 ("Effective Date") for a term of five years, with the Licensee paying therefore the
initial year annual license fee of Forty Eight Hundred and --- No/100's --- Dollars ($4,800.00),
payable in advance in four quarterly installments of Twelve Hundred and --- No/100's ---
Dollars ($1,200.00), plus applicable sales taxes, commencing upon the Effective Date hereof.
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Upon each anniversary of the Effective Date the annual license fee to be paid by Licensee
shall be increased 4% above the previous annual fee.
EXTENSION: Licensee shall have the option to extend the term of this License up .to five
additional years so long as Licensee 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 hereof,
Licensee shall give written Notice to Licensor of such intention not less than one hundred
twenty (120) days prior to termination of the current term hereof. If timely Notice is not
provided to Licensor by Licensee as provided herein, all rights and privileges granted herein
shall terminate and extinguish at 12:00 o'clock midnight on the final day of the current term. In
the event Licensee exercises its option to extend the term hereof, the annual fee therefore
shall continue to be adjusted as heretofore provided.
USE AND MAINTENANCE: Licensee covenants and agrees with Licensor that Licensee
shall not use the License Premises for any other purpose other than the non-exclusive right to
park vehicles in conjunction with the operation or redevelopment of the Holiday Inn Sunspree
Resort, which is owned and operated by Licensee on property contiguous to the License
Premises. Licensee further agrees that Licensee shall make no unlawful, improper or
offensive use of the Licensee Premises, and shall always maintain the License 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, or any extension 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 Licensee's interest in the
License Premises, without the express written consent of duly authorized Licensor officials.
Nothing contained herein shall 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 AND INDEMNIFICATION: 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, liability and
damages of whatever nature, to persons and property 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
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 on,
in or about the License Premises, whether or not based on negligence.
INSURANCE: Licensee shall procure and maintain during the term of this License, and
any extension thereto, insurance as follows against claims for injuries to persons or damage to
property which shall arise from or in connection with this License Agreement:
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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 for by Licensee during the term hereof.
b. Minimum Limits of Insurance. Comprehensive General Liability Insurance procured
in accordance with this article shall have minimum coverage limits of $1,000,000 combined
single limit bodily injury and property damage arising out of anyone (1) occurrence. Such
policy or policies shall be carried in companies licenses to do business in the State of Florida.
c. Additional Names Insured. Each insurance policy issued as a requirement of this
License Agreement shall name the Licensor as additional insured. The coverage shall contain
no special limitations on the scope of the protection afforded to the Licensor, its officers,
employees or agents.
d. Verification of CoveraQe. Licensee shall furnish Licensor with a Certificate, or
Certificates, of Insurance with all endorsement affecting coverage required by this paragraph.
These forms shall be received and approved by Licensor's Risk Manager before execution of
this License Agreement as authorized by Licensor officials.
e. Maintenance of Coveraae. The insurance coverages and conditions afforded by the
policies required hereby shall not be suspended, voided, cancelled or modified except after
thirty (30) days written Notice by certified mail, return receipt requested, has been given to
Licensor.
f. "Blanket Policv". 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 the Licensee; providing, however, that the coverages afforded the Licensor shall not be
reduced or diminished or otherwise different from that which would have existed under a
separate policy meeting all other requirements of this License.
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 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 or any extension hereof.
DEFAULT I TERMINATION. This License may be terminated by the parties under the
following circumstances and in the following manner:
a. Bv 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
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"'. ~ r
Licensor's reasonable satisfaction, such default for a period of fifteen (15) days after receipt of
Notice from Licensor to remedy same; of 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 License Premises; or should Licensee vacate or abandon the License Premises,
or at such time as Licensor's easements rights are extinguished for any other reason. 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 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 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.
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
Licensee
City Manager
City of Clearwater
P. O. Box 4748
Clearwater, FI. 33758-4748
Robert L. Allen, Manager
770 South Gulfview Blvd.
Clearwater Beach, FI. 33767
With a COpy to:
With a COpy to:
City Attorney
City of Clearwater
P. O. Box 4748
Clearwater, FI. 44858-4748
E. D. Armstrong, III, Esquire
Johnson, Pope, Bokor, Ruppel &
Burns, LLP
P. O. Box 1368
Clearwater, FI. 33757-1368
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 License Premises described herein, and my not be changed, modified or
discharged except by written amendment duly executed by both parties. Licensee agrees that
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.
~ , ~.' ,I
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 License
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 no be
unreasonably withheld. It is mutually understood that Licensor may, at any time, with Notice,
assign or delegate any or all of its rights hereunder.
IN WITNESS WHEREOF, the parties hereto, being duly empowered and authorized,
have set their hands and seals this j~ day of ~~ , 2006.
Signed, sealed and delivered
In the presence of:
MARQUESAS, LLC, by
Clearwater Pass Development,
Ltd., Managing Member, by JMC
Communities Clearwater Pass,
Inc., General Partner,
ITNESS signat
Kathleen A. eppernick
Type/Print Witness Name
~:~
i. Gail M. Cooper
Type/Print Witness Name
By:
~/~
Robert L. Allen, Vice President
Countersigned:
CITY OF CLEARWATER, FLORIDA,
a Florida Municipal Corporation
-~/~
Ftatrk V. Hibbard, Mayor
Bd11J:. --.tf ~-n:
Willia~_B: Horne, II, City Manager
.'
Attest:.
C:\Excel\Marquesas\Legal\City Lease Land Bridge\MARQUESAS LLC L1C 10 26 2006 FINAL.doc
A;?=~
Laura Lipowski, Assistant City Attorney
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LEGAL SKETCH
CLEARWATER PASS BRIDGE
PARKING AREA
LICENSE AGREEMENT
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