REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT
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THIS REVOCABLE LICENSE AGREEMENT is entered into as of this day of
Lk, , 2014, 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 Al!
Around Amusements, LLC, a Texas Corporation, whose mailing address is 4001 Willow Hills Court,
Plano, TX 75024 ( "Licensee ").
WHEREAS, Licensor is the owner of certain real property located in Pinellas County, Florida
hereinafter referred to ( "Premises"); and,
WHEREAS, Licensor is willing to grant Licensee a license for occupancy and utilization of the
Premises, subject to the terms and conditions stipulated herein (the "License "):
NOW, THEREFORE, it is mutually agreed as follows:
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 April 17, 2014 and expiring on April 16, 2015
( "License Term "), unless sooner terminated as herein provided. The License Premises shall be
used for the sole purpose of installing and operating at least two (2) various inflatable amusement
rides and fun activities, i.e. waterslide, jump house, fun center, etc ( "Concessions "). Samples of
Concessions are depicted and described in attached 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 rights and privileges, Licensee shall
pay a flat fee to Licensor, as provided for in the payment schedule below, which amounts to a
guaranteed minimum payment to Licensor of no less than $52,500 per year, plus applicable sales
tax on guaranteed minimum payment, during the Term ( "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), plus applicable sales tax, by the end of each year of the 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 18th day of each rponth, with the first
payment due on May 18, 2014. Subject to any applicable usury WIN, 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.
$52,500.00
May
$2,700.00
June
$4,450.00
July
$5,500,00
August
$5,500.00
September
$2,700.00
October
$2,000.00
November
$2,000.00
December
$2,000.00
January
$2,700.00
February
$2,950.00
March
$10,000.00
April
$10,000.00
5. Costs of Operations: Licensee shall pay all costs of its License operations, including, but not
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 VVi-Fi, Security Cameras).
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 License
are not employees of the Licensor for any purpose whatsoever, including unemployment tax,
social security contributions, income tax withholding or workers compensation, whether state or
federal. Licensee agrees to pay and be solely responsible for alt applicable taxes, both state and
federal, in connection with its operations and the License Fee paid by Licensee to Licensor.
7. Licensee duties and responsibilities:
(a) Licensee shall provide various amusements that comply with and meet all industry
acceptable safety standards.
(b) Licensee shall setup the site, including securely anchoring the concessions, fencing
off the area, and setting up an area for ticket sales.
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(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 Tay 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. ft is highly encouraged that employees obtain CPR & First Aid Certifications
or at a minimum that at least one employee on duty has this training. By entering into
this License Agreement, Licensee represents that each employee has specific
technical, safety, and operational training.
(f) Licensee acknowledges that it, it's applicants for employment, employees, or
volunteers, work or will work with children, the elderly, or the disabled. Therefore, if
not othervtise required to conduct background checks by law, Licensee voluntarily
agrees to register with the Florida Department of Law Enforcement ("FDLE") to
participate in the Volunteer & Employee Criminal History System ("VECHS") for
background checks, as authorized by the National Child Protection Act ("NCPA"), as
amended, and Florida Statute 943.0542 (1999), as may be amended from time to
time. Licensee agrees to secure the highest level of background screening available
under VECHS, and that this level of background screening is necessary to effectively
screen out those not suitable for contact with children, the elderly or the disabled.
Licensee voluntarily agrees to require such screenings in accordance with the
processes and procedures set forth by the FDLE and the FBI in order to secure
criminal history information on its employees, volunteers and applicants. The
Licensee acknowledges that the VECHS program is not available to entities currently
mandated to obtain background checks by statute or other law. Licensee shall pay
all costs associated with such background checks and will submit an Affidavit of
Criminal Background Screening in substantially the form attached hereto, and
incorporated herein, as "Exhibit C". Licensee shall secure releases from screened
parties, use said criminal history information only as permitted by law, and shall
unilaterally make the determination of a screened parties' fitness and suitability for
working with children, the elderly or the disabled. Licensor shall not be required to
make such a determination under any circumstance. Licensee shall submit the
Affidavit of Criminal Background Screening to Licensor prior to beginning its
operations under this agreement. if for any reason, including denial of eligibility by
the Florida Department of Law Enforcement, Licensee is unable to secure
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background checks in accordance with the VECHS program, Licensee shall secure
the highest level of background screening allowed by law.
(g) All replacement or new amusements must be approved by the Parks and Recreation
Director or his designee.
8. Insurance
The Vendor shall, at its own cost and expense, acquire and maintain (and cause contractors and
subcontractors to acquire and maintain) during the term with the City, sufficient insurance to
adequately protect the respective interest of the parties. Coverage shall be obtained with a
carrier having an AM Best Rating of A-VII or better. Specifically the Vendor must carry the
following minimum types and amounts of insurance 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:
(a) Commercial General Liability Insurance including but not limited to, premises
operations, products/completed operations, products liability, contractual liability,
independent contractors, personal injury and advertising injury and $1,000,000 per
occurrence and $2,000,000 general aggregate and $2,000,000 products/completed
operation aggregate.
(b) 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.
(c) Statutory Workers' Compensation Insurance in accordance with the laws of the
State of Florida, 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.
(d) If the Vendor is using its own property or the property of City in connection with the
performance of its obligations under this Agreement, then Property Insurance on an
"All Risks" basis with replacement cost coverage for property and equipment in the
care, custody and control of others is required.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies. The City does not represent that these types or amounts of insurance to be
sufficient or adequate to protect the Vendor's interests or liabilities, but are merely minimums.
Other Insurance Provisions:
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(1) The City is to be specifically included as an "Additional Insured' on the Commercial Liability
Insurance, and Commercial Auto Liability Insurance policies listed above and named as a
"Loss Payee" on Vendor's Property Insurance policy.
(2) Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of
the insurance policy's renewal date(s), the Vendor will furnish the City with a Certificate of
Insurance evidencing the coverage's set forth above and naming the City as an "Additional
Insured" on the Vendor's Commercial General Liability Insurance and Commercial Auto
Liability Insurance policies listed above and as a "Loss Payee" on the Vendor's Property
Insurance policy. In addition when requested in writing from the City, Vendor will provide the
City with certified copies of all applicable policies. The address where such certificates and
certified policies shall be sent or delivered is as follows:
City of Clearwater
Attn: Administrative Support Manager
Parks and Recreation Department
P.O. Box 4748
Clearwater, FL 33758-4748
(3) Vendor shall provide thirty (30) days written notice of any cancellation, non-renewal,
termination, material change or reduction in coverage.
(4) Vendors insurance as outlined above shall be primary and non-contributory coverage for
Vendor's negligence.
(5) Vendor 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 from the performance by the Vendor, its employees, contractors,
subcontractors, or assigns, 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 Vendor's obligation to provide the insurance coverage specified.
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; (0) secure and be responsible for the security of the
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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 subjecOo 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
Raloh.Shaw0snyclearwater.com
Brian.Creicamvclearwatercom
As to Licensee
All Around Amusements, LLC
4001 Willow Hills Court
Plano, TX 75024
Terriaallaroundamusements.com
Randallaallaroundamusements cam
Miscellaneous Provisions
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,
Licensee shall not sell, mortgage, pledge or in any manner transfer this License Agreement or
any interest therein, not sublet alt 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 irnmediately, at will, in Licensors 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 ail 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,
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18. Licensor shalt 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.
21. Public records disclosure. In addition to all other contract requirements as provided by law, the
contractor executing this agreement agrees to comply with public records law specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be required
by the public agency in order to perform the service being provided by the contractor
hereunder.
(b) Provide the public with access to public records on the same terms and conditions
. that the public agency would provide the records and at a cost that does not exceed
the cost provided for in Chapter 119, Florida Statutes, as may be amended from time
to time, or as otherwise provided by law.
(c) Ensure that the public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the contractor upon termination of
the contract and destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. All records stored
electronically must be provided to the public agency in a format that is compatible
with the information technology systems of the public agency.
(e) The contractor hereby acknowledges and agrees that if the contractor does not
comply with a public records request, the public agency shall enforce the contract
provisions in accordance with the contract.
IN WITNESS WHEREOF, the parties have executed this Agreement, as of the date first above written.
Signed in the Presence of:
LICENSEE:
ALL AROUND AMUSEMENTS, LLC
Dated:
By:
QA ti
Terri Young
Owner
►a
Countersigned:
— VA9lIcncr& • j
George N. Cretekos
Mayor
Approved as to form_
Laura Lipowski Mahony
Assistant City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
}
}
LICENSOR:
CITY OF CLEARWATER, FLORIDA
— liAmsL>>
_10 IA444A..
William B. Horne II
City Manager
Attest:
Rosemarie. Call
City Clerk
The fo €going instrument was acknowledged before the this day of
, 2014' by WILLIAM B. HORNE 1t, City Manager of the City of Clearwater, who is
personally known to me.
Print/Type Name:
Notary Public
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)
I PIER O
North
Roundabout
Exhibit B
Inflatable Wet Slide Options
Hippo Water Slide
40' H X 170' L X 50' W
Water Slide Rain Forest
22' H x 68'L x 14' W
Water Slide Tropical
Water Slide Hipster
25'Hx90'L
Water Slide Dolphin
18' H x 28'L x 12'W
Water Slide Rainbow
Water Slide Rapids Water Slide Blue Crush
Inflatable Dry Slide Options
Dry Slide Kraken
28' H x 57'L x 19'W
Dry Slide
Dry Slide Space Shuttle
Exhibit B Continued
Blue Dog
15 x 15
Indoor /Outdoor
15 x 15
Inflatable Bounce House Options
Obstacle Course ABC
72' Lx15'W
Combo Sports
Jurassic Park
15 x 15
Spiderman Brown Dog
15x15 15x15
Miscellaneous Options
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Combo Bounce /Slide Cars
15' H x 18' L x 19'W
Combo slide/ Dragon
Royal Castle
15 x 15
Combo Ocean Adventure
15'Hx24'Lx25'W
Slip n Slide Rainbow Slip n Slide Run + Slide
Exhibit B Continued
Slip n Slide Tropical
Obstacle Wildone
Jacobs Ladder
Bungee Run
Obstacle AC
Space Shuttle
Rock Climbing Wall
25' H x 15' x 30' area
Obstacle Millennium
Joust Rock n Roll
Bungee Trampoline
40' circle area
LICENSEE NAME:
DATE:
EXHIBIT "C"
AFFIDAVIT OF CRIMINAL BACKGROUND SCREENING
By signing this form, I am swearing or affirming that all individuals employed by
(Licensee) or providing services to City
under this Revocable License Agreement on behalf of Licensee on City property have been
background screened in accordance with the background screening requirements set forth in
the Revocable License Agreement and been deemed eligible by Licensee to provide services
as described in the Revocable License Agreement. The information contained in this Affidavit is
up to date as of the date this Affidavit is furnished to City Parks and Recreation Department per
the requirements of Section 7 (f) of the Revocable License Agreement.
All individuals providing services under the Revocable License Agreement on City property are
listed below. Each individual shall be identified by name, birth date and date deemed eligible.
(List of Individuals)
Signature of Affiant
Sworn to and subscribed before me this day of , 20
Notary Public
My Commission Expires:
My signature, as Notary Public, verifies the Affiant's identification has been validated by
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