REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT
THIS LICENSE AGREEMENT (herein, "License") is made and entered into this
,3 -` day of Qp, , 2018, by and between the CITY OF CLEARWATER, FLORIDA,
a Florida Municipal Corporation, whose mailing address is 112 South Osceola Avenue,
Clearwater, Florida 33756 (herein, "City" or Licensor), and CLEARWATER MARINE
AQUARIUM, INC., a Florida non-profit corporation, whose mailing address is 249 Windward
Passage, Clearwater, Florida 33767 (herein, "CMA" or "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, the City owns fee title to that certain parcel of land identified as Pinellas
County Parcel 22/29/15/22986/000/0071, located at 1435 South Martin Luther King Jr.
Avenue, hereafter the "Licensed Premises"; and
WHEREAS, CMA desires to use the Licensed Premises for parking and storage
purposes during all hours; and
NOW, THEREFORE, in consideration of the covenants herein contained, the City
hereby grants a parking and storage License to CMA over the Licensed Premises.
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
Licensed Premises.
This License is not coupled with an interest and conveys no interest in real property
whatsoever.
TERM: This License is granted and shall extend from the execution hereof (Effective
Date) through June 30, 2020, unless revoked or terminated by either party as provided
for herein. Upon mutual agreement of the Parties, this License may be extended for two
successive three (3) month periods. Any extended term or terms collectively, are
hereinafter referred to as the "Extended Term". The Extended Term shall be upon the
same conditions and terms as provided in this License. The Licensee shall request the
option for an Extended Term by notifying the Licensor in writing at least thirty (30)
calendar days prior to the expiration of the then current term. Upon Licensor's approval
of such request, this License shall be deemed to be extended for a period of three (3)
months without the execution of any further license or other instrument. City Manager's
approval shall be sufficient for purposes of Licensor's consent to any extension.
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USE AND MAINTENANCE: Licensee accepts Licensed Premises "as is." 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 and store materials. 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.
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 Toss, 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. Nothing contained herein shall be construed to waive or modify the provisions
of Florida Statute 768.28 or the doctrine of sovereign immunity as to any party hereto. 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. The previsions of this paragraph shall survive expiration or termination of this
License.
INSURANCE: Licensee agrees to comply with all terms, provisions and requirements
contained in Exhibit "A" attached hereto and by this reference, made a part hereof as if
said document were fully set forth at length herein.
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
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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.
DEFAULT / TERMINATION. Either party may revoke or terminate this License upon
providing the other party not Tess than thirty (30) days written notice of its intent to
terminate. Such Notice shall be deemed to have been given when mailed, postage paid,
personally delivered or sent via email or upon the occurrence of one, or more of the
following, whichever shall occur first:
a. Licensee changes the use of the property, or abandons its use of the License
Premises; or,
b. 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 remedy, to Licensor's reasonable satisfaction such default for a period of thirty
(30) days after receipt of Notice from Licensor to remedy same; or,
c. Receipt by Licensee of written notice from Licensor that the Clearwater City
Council has determined at a duly constituted public meeting that the License
Premises are required for any other public purpose.
NOTICE: Any notice shall be in writing and shall be delivered by hand or sent by United
States certified mail, postage prepaid, by email or by overnight courier and addressed as
follows:
Licensor
City Manager
City of Clearwater
P. O. Box 4748
Clearwater, FL 33758-4748
William. Horne(c�myclearwater.com
With a copy to:
City Attorney
City of Clearwater
P. O. Box 4748
Clearwater, FL 33758-4748
Pam.AkinMyClearwater.com
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3
Licensee
Chief Executive Officer
David P. Yates
249 Windward Passage,
Clearwater, FL 33767
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),
when sent by email 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 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.
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.
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 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.
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.
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.
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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.
[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto, being duly empowered and authorized, have set
their hands and seals this /et (4 -day of Apt./ / , 2018.
CLEARWATER MARINE AQUARIUM, INC.,
a Florida non-profit corporation
By:
Az'ma (-..D A -"-g
Print Name itle
Countersigned:
George N. Cretekos
Mayor City Manager
By:
CITY OF CLEARWATER, FLORIDA
LLL
• kt6-1
William B. Horne II
Approved s to form:
Laura Lipowski Mahony
Assistant City Attorney
Print Witness Name
Attest:
Rosemarie CaII
City Clerk
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