LICENSE AGREEMENTLICENSE AGREEMENT
AAo,vc,/, THIS LICENSE AGREEMENT is made and entered into this (P day of
ferGary 2019, by and the CITY OF CLEARWATER, FLORIDA, a Florida Municipal
Corporation, P.O. Box 4748, Clearwater, Florida 33758-4748 (herein, "City" or
"Licensor"), and The Pinellas Suncoast Transit Authority (PSTA), 3201 Scherer Drive
North, St. Petersburg, FL 33716 (herein, "Licensee").
RECITALS
WHEREAS, Licensee occupies and maintains certain property owned by
Licensor, for the purpose of operating a year-round Clearwater Beach Marina Transit
Stop; and
WHEREAS, the area depicted in Exhibit "A," attached hereto and made a part
hereof ("Licensed Premises") is within the Beach Marina parking lot; and
WHEREAS, in years prior to the date hereof, Licensee has used the marina
parking lot for the purpose of bus service drop off and pickup without any formal
agreement; and
WHEREAS, certain circumstances have arisen whereby Licensee working with
Licensor has increased bus service during Spring Break and special events which
requires a more defined transit stop for PSTA and its contractors to offer fixed route
services to the beaches, including such services known as the Jolly Trolley and
Suncoast Beach Trolley; and
WHEREAS, Licensee understands that their request for an "exit only" at this
current "entrance and exit" location is on a trial basis and will be re-evaluated at the
conclusion of Spring Break 2019.
NOW, THEREFORE, in consideration of the covenants herein contained, the
Licensor hereby grants a license agreement ("License") to the Licensee for the purpose
of establishing a transit stop on the Licensed Premises under the following terms and
conditions.
1. RECITALS: The recitals above are incorporated herein by reference.
2. USE OF PREMISES: The Licensee, and its authorized agents, employees, officers,
directors, contractors, and patrons shall have exclusive right to use of the Licensed
Premises as shown on Exhibit "A" attached hereto and by this reference, incorporated
herein for the purpose of operating fixed route transit service to the general public, as
well as maintaining the amenities described in paragraph 3 below and in that certain
Funding Agreement between City and Licensor executed together with this License
Agreement (the "Funding Agreement"). This License shall not confer upon the Licensee
any other interest in the Licensed Premises.
3. PSTA BUS SHELTERS: As part of the rights granted herein, the Licensee, at its sole
cost and expense, may install additional amenities, such as bus shelters with signage
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and a trash receptacles and other transit stop features in accordance with Licensee's
standard transit operations. The amenities shall be consistent with the recently
completed beach transit stop on the north side of the Memorial Causeway.
4. INDEMNIFICATION: Each party agrees to be fully responsible for its own acts of
negligence or its respective employees' acts of negligence when such employees are
acting within the scope of their employment, and each party agrees to be liable for any
damages proximately caused thereby consistent with and pursuant to section
768.29(19), Florida Statutes; provided, however, that each party's liability is subject to
the monetary limitations and defenses set forth in Florida Statutes 768.28. Nothing
herein is intended to serve or be construed as a waiver of sovereign immunity or any
other immunity from or limitation of liability to which either party is entitled, nor shall
anything herein be construed as consent by either party to be sued by any third party for
any cause or matter arising out of or related to this Agreement except to the extent
provided by Florida Statute 768.28.
5. TERMINATION: Following the 2019 Spring Break Promotional Service scheduled to
end on April 30, 2019, the Licensor may terminate this License at any time for any
reason upon thirty (30) days written notice to the Licensee. If Licensor terminates this
License without cause during the first five (5) years of this License Agreement, Licensor
shall compensate Licensee in an amount equal to the construction and installation costs
of all improvements and amenities made or installed by Licensee to the Licensed
Premises, pro rated over this five (5) year period. In the event of such termination, the
Licensee and Licensor will identify and provide for a replacement stop for use by
Licensee and its contractors to provide continuous public transportation service to the
beach.
6. NOTICES: Any notice shall be in writing and shall be delivered by email, by hand, or
sent by United States registered or certified mail, postage prepaid, addressed as
fol lows:
LICENSOR:
Marine and Aviation Director
City of Clearwater Marine & Aviation Department
P.O. Box 4748
Clearwater, Florida 33758-4748
Ed.Chesney c@mvClearwater.com
LICENSEE:
Pinellas Suncoast Transit Authority (PSTA)
Brad Miller, CEO
3201 Scherer Drive
St. Petersburg, FL 33714
7. ASSIGNMENT AND SUBLETTING: Neither party hereto may assign or sublet its
rights hereunder without the prior written consent of the other party.
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8. 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 Licensed
Premises in accordance with the Funding Agreement between the
parties.
b) 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 Licensed Premises.
c) 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.
d) 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.
9. ADDITIONAL IMPROVEMENTS: Other than installation the bus shelters and trash
receptacles as set forth in the Funding Agreement and paragraph 3 above, Licensee
shall not make any other improvements or alterations to the area or the Licensed
Premises without the prior written approval from Licensor, which approval may be
withheld at Licensor's sole and exclusive discretion.
If the Licensed area or the Licensed Premises are 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 Licensed Premises other
than those repairs or replacements that the City solely deems necessary.
10. ENTIRE AGREEMENT: This License, together with any additional Addenda and/or
Exhibits attached hereto, and the Funding Agreement constitutes the entire agreement
between the City and Licensee. No amendment or modification of this License shall be
effective unless agreed to in writing by Licensee and Licensor.
11. APPLICABLE LAW & VENUE: Parties agree that Florida law shall apply in
enforcing provisions of this License. The venue for any proceedings brought to enforce
this License is in Pinellas County, Florida.
12. 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 or
specifically granted rights in this Agreement.
13. 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 term of this License, sufficient insurance to adequately protect its
respective interest. The parties agree that Licensee may self -insure or participate in a
self-insurance risk pool to satisfy this requirement.
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IN WITNESS WHERE OF, the Parties have caused this Agreement to be
executed as of the date first above written.
ATTEST: PINELLAS SUNCOAST TRANSIT AUTHORITY
Rachael Cappolla
Chief Executive Assistant
Countersigned:
Brad Miller, Chief Executive Officer
Approv-e as o o
lili
Alan S. Zi ' " q. General Counsel
CITY OF •
ARWATER, FLORIDA
By:bO LJ /vL—zr
George N. Cretekos, Mayor William B. Horne II, City Manager
Attest: Approved as to Form:
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Rosemarie Call, MPA, CMC Michael P. Fuino
City Clerk
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Assistant City Attorney