LICENSE AGREEMENTLICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered into this i e day of rf, -Jib
2014, by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal
Corporation, P.O. Box 4748, Clearwater, Florida 33758 -4748 (herein, "City" or Licensor),
and PINELLAS COUNTY, a political subdivision of the State of Florida (herein, "County"
or "Licensee ").
WHEREAS, the property depicted in Exhibit "A," attached hereto and made a part
hereof, hereafter the "Property," is public right -of -way under the jurisdiction of the City of
Clearwater, Florida; and
WHEREAS, the City identifies the Property as City Parking Lots 16 and 17 and
operates and maintains twenty-six (26) parking spaces on the Property for use by the
general public; and
WHEREAS, the County is planning a construction project that will displace several
County employee parking spaces in downtown Clearwater, and the spaces described in
Exhibit "A" will help temporarily offset the displacement of the aforementioned County
employee parking spaces; and
WHEREAS, the County desires to use, at no cost to the County, ten (10) parking
spaces on the Property for exclusive use by its employees for parking during business
hours only.
NOW, THEREFORE, in consideration of the covenants herein contained, the City
hereby grants a parking License to the County for the City parking spaces on the Property
described in Exhibit "A," attached hereto.
1. TERM AND FEE: This License shall commence on March 24, 2014 and
shall continue through July 31, 2014, unless terminated by either party as provided for
herein. The Licensee agrees to pay and the Licensor agrees to accept as rent during the
term of this License, the sum of One and 00/100 Dollars ($1.00), the receipt and
sufficiency of which is hereby acknowledged.
2. USE OF PREMISES: The County shall have exclusive use of ten (10)
parking spaces (County Spaces) on the Property for County- employee parking between
the hours of 8:00 AM and 6:00 PM during weekdays only and not during Federal Holidays
(Effective Hours). This License shall only be in effect during the Effective Hours and the
County Spaces shall be available to the public during all other times. County Spaces are
depicted in Exhibit "A" attached hereto and by this reference, incorporated herein.
This License shall not confer upon the Licensee ownership interest in the Property.
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Licensee's independent contractors, agents, servants, employees, guests, invitees, or
other persons making legal and proper use of the designated parking spaces and the
Property, shall promptly comply with all statutes, ordinances, rules, orders, regulations,
and requirements of any governmental agency with authority over the Property.
3. SIGNAGE: The County, at its sole cost and expense, shall install signage
identifying that the County Spaces are reserved for County - employee parking only and
shall expressly identify that the spaces are available to the public outside of the Effective
Hours. Such signage shall be approved by the City of Clearwater Parking Manager.
4. ENFORCEMENT: The City will monitor and enforce the parking rules on
the Property consistent with the City's existing parking enforcement program. County
employees using the County Spaces as provided herein shall maintain an identifying ,
marker, as provided by the City, on their vehicles. The County shall also provide to the
City registration information for each vehicle authorized to use the designated County
Spaces.
5. PARTIES' LIABILITY: Each Party hereto agrees to be responsible for
their own acts of negligence, or their respective agents' acts of negligence under this
Agreement and further agree to be liable for any damages resulting from said
negligence to the extent permitted by Section 76.28, Florida Statutes. Nothing herein is
intended to serve as a waiver or sovereign immunity by the County. Nothing herein
shall be construed as consent by the County to be sued by third parties in any manner
arising out of this Agreement
Assumption of Risk and Disclaimer of Liability:
The designated spaces and the Property, as a whole, are to be used at the sole risk of
the Licensee, Licensee's independent contractors, agents, servants, employees, guests,
invitees, or other persons making legal and proper use of the designated spaces, and the
City of Clearwater shall not be liable or responsible for the care or protection of vehicles
and contents, or for any loss of damage or whatever kind of nature to said vehicle,
howsoever occasioned. There is no guarantee or warranty of any kind as to the condition
of the designated spaces, nor shall the City be responsible for injuries to persons or
property occurring thereon for any reason whether herein specically stated or not.
Nothing within this License shall constitute a waiver of the City's or Licensee's sovereign
immunity under Section 768.28, Florida Statutes.
Licensee, Licensee's independent contractors, agents, servants, employees,
guests, invitees, or other persons making legal and proper use of the designated parking
spaces shall assume the duty to report all accidents to the City's Parking Manager or the
Licensee's designee.
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6. TERMINATION: The County may terminate this License at any time upon
written notice to the City. The City, at its option, may terminate this License upon sixty
(60) days written notice to the County if any of the following conditions occur:
a) At the sole discretion of the City Manager, the Property is needed for
development purposes;
b) The property is needed for use as public right -of -way; or
c) The City Council determines at a duly constituted City Council Meeting that
the Property is needed for other municipal purposes and serves the County
with thirty (30) days notice of the meeting where such intended use is to be
discussed.
Upon termination by either party as provided herein, the County shall remove its signs
and restore the Property to a condition consistent with the remainder of the Property.
7. NOTICES: Any notice shall be in writing and shall be delivered by hand or
sent by United States registered or certified mail, postage prepaid, addressed as follows:
CITY:
Parking Manager
City of Clearwater Engineering Department
P.O. Box 4748
Clearwater, Florida 33758 -4748
COUNTY:
Pinellas County Real Estate Management
509 East Avenue
Clearwater, Florida 33756
8. ASSIGNMENT AND SUBLETTING: Neither party hereto may assign or
sublet its rights hereunder without the prior written consent of the other party.
9. OTHER PROVISIONS: Integral to the rights and privileges herein
granted, the parties further agree as follows:
a) Licensee shall at all times maintain the portion of the Property containing
the County Spaces in compliance with all applicable City of Clearwater
codes.
b) Licensee shall be responsible for any and all maintenance of the portion
of the Property containing the County Spaces, and all expenses for
utilities required, if any, in the operation and maintenance of the County
Spaces.
c) Licensee, at its sole 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 as defined in State, Federal or Local environmental
laws on or about the License Premises.
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d) Should any provision of this License or any of the Exhibits attached hereto
be deemed by a Court of competent jurisdiction to be unenforceable, such
determination shall not affect the enforceability of the remaining
provisions.
e) Use of one gender shall include all other genders; use of the singular shall
include the plural; and use of the plural shall include the singular, all as
may be appropriate. Where applicable, use of the term Licensee shall
include Licensee's independent contractors, agents, servants, employees,
or invitees.
10. MAINTENANCE: Licensee shall not make any improvements or alterations to
the designated parking spaces or the Property without the prior written approval of the City,
which approval may be withheld at City's sole and exclusive discretion. Moreover, Licensee
shall not add, under any circumstances, accessory structures to or otherwise modify the
structure of the designated parking spaces or the Property.
If the designated parking spaces or the Property is destroyed or so damaged by fire or other
casualty during the term of the License, this agreement will terminate. City shall not be
required to make any repairs or replacement of the designated parking spaces other than
those repairs or replacements that the City solely deems necessary.
11. ENTIRE AGREEMENT: This License, together with any additional Addenda
and /or Exhibits attached hereto, shall constitute the entire Agreement between the City and
Licensee. No other Agreements unless incorporated and made a part herein, shall be binding
on either party. No amendment or modification of this License shall be effective unless agreed
to in writing by Licensee and the City.
12. APPLICABLE LAW & VENUE: Parties agree that Florida Statutes shall apply in
enforcing provisions of this License and waive trial by jury in any action or proceeding brought
to enforce the terms of this License. The venue for any proceedings brought to enforce this
License is in Pinellas County, Florida.
13. NO 3RD PARTY RIGHTS: Parties hereto do not intend nor shall this Agreement
be construed to grant any rights, privileges or interest to any person not a party to this
Agreement.
14. INSURANCE: The County shall, at its own cost and expense, acquire and
maintain (and cause contractors and subcontractors, if applicable, to acquire and maintain)
during the term with the City, sufficient insurance, or self - insurance, to adequately protect the
respective interest of the parties. Specifically the County 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 Agreement:
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1. Commercial General Liability Insurance in the amount of $1,000,000 per
occurrence and $1,000,000 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 County 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 County's Commercial General Liability Insurance and Commercial
Auto Liability Insurance policies listed above. In addition, County 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:
Parking Manager
City of Clearwater Engineering Department
P.O. Box 4748
Clearwater, Florida 33758 -4748
3. County shall provide thirty (30) days written notice of any cancellation, non - renewal,
termination, material change or reduction in coverage.
4. County's insurance as outlined above shall be primary and non - contributory coverage
for County's negligence.
5. County 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 County's obligation to provide the insurance coverage specified.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first written above.
Countersigned:
— C(€Arte gcre*
George N. Cretekos
Mayor
Appro ed as t
Camilo A. Soto
Assistant City Attorney
[A04 -00232 /138295/1]
CITY OF CLEARWATER, FLORIDA
By: WL. £.. t,v-t-
William B. Horne II
City Manager
Rosemarie CaII
City Clerk
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
WITNESSES:
Lc„,
Print Name: 'Dui(' _
N/
Print Name: e.heni / be-62 4_
APPROVED AS TO FORM
OFFICE OF THE COUNTY ATTORNEY
D.
Sr. Asst. County Attorney
COUNTY:
PINELLAS COUNTY, FLORIDA
Robert S. La la
�tounty Administrator
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this /D4' day of
201' by a, who is personally known to
`71 Mark S. t kOd4rt 2(
me.
NOTA
SEAL
��: - '�;• CHERYL A DECOU
MY COMMISSION #FF077139
�? * EXPIRES December 17, 2017
(407) 398.0153 FlorldallotarySerolce.cam
My Commission Expires:
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NOTAR
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ice
Print Nary
Commission Number:
THE TERMS SPECIFIED HEREIN ARE SUBJECT TO APPROVAL, EITHER IN OPEN
SESSION BY THE BOARD OF COUNTY COMMISSIONERS, PINELLAS COUNTY,
FLORIDA, OR BY ITS COUNTY ADMINISTRATOR THROUGH HIS DELEGATED
AUTHORITY, AS APPLICABLE.
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Scale 1" = 40'
This is not a survey
EXHIBIT "A"
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NORTH
City of Clearwater Parking Spaces for Pinellas County
CITY OF CLEARWATER, FLORIDA
ENGINEERING DEPARTMENT
MAIN K
L Cheek
”HECICES RV
C. Lane
DAR
11/08/2013
CITY OF CLEARWATER
PARKING LOTS #16 -17
PARKING SPACE SKETCH
DC NAME
1ePaleielle -17
SHEET
1 OF 1
. Go 1MeP -11110
18- 295 -15E