NON EXCLUSIVE LICENSE AGREEMENTNON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE
CITY OF CLEARWATER AND SAND RUNNERS, LLC
This Non -Exclusive License Agreement ("License") is made this0day ofbf , 2019,
between the City of Clearwater, Florida, a Florida municipal corporation, (hereinafter led the
"City") and Sand Runners, LLC, a Florida Corporation (hereinafter referred to as "Licensee").
WHEREAS, Licensee is granted permission to provide, install and operate a beach gear valet
service at the Beach Parking Lot #36, 4 Rockaway Street, Clearwater, FL;
WHEREAS, the City holds certain publicly owned and controlled beach lands in trust for the
public located within the City of Clearwater, hereafter referred to as the "Public Beach";
WHEREAS, the City has determined that there will be a public benefit by starting a six (6) month
pilot program and granting this License to Licensee for the limited purpose of providing beach
gear valet services to the residents, tourists and visitors to the City of Clearwater;
WHEREAS, there is a need for limitations and standards on any such Non -Exclusive License to
ensure the safety and welfare of the general public on the Public Beach;
WHEREAS, the Licensee, by executing this License, consents to and does hereby agree to be
bound by all conditions of the granting of this Non -Exclusive License.
NOW THEREFORE, in consideration of the Licensee's agreement to be bound by all of the terms
and conditions for the granting of this License, the City does hereby grant unto the Licensee a non-
exclusive License to provide a beach gear valet service onto a specified Public Beach area subject
to the limitations as set forth herein.
1. Recitals Acknowledged. The foregoing recitals are true and correct and are incorporated
herein by reference.
2. License components. This Non -Exclusive License, including any attached endorsements
and Exhibit(s), constitutes the entire License granted by the City to the Licensee on the subject
matter hereof, and may not be changed, modified, discharged or extended except by written
endorsement duly executed on behalf of the City and Licensee. The Licensee agrees that no
representations or warranties shall be binding upon the City unless expressed in writing herein.
3. Endorsement Obligations. The Licensee agrees to be bound by and to comply with the
provisions of all endorsements enumerated in and attached to this License, as may be from time to
time be included, amended or modified by the City.
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4. Purpose, Scope, Uses, Equipment, Hours. The principal purpose of the City granting the
privileges under this non-exclusive License is to permit the Licensee to provide a beach gear valet
service for beachgoers, onto a specified Public Beach area and is strictly limited to the following
conditions of instruction:
a) PERMITTED USE AREA: Sand Runners, LLC permitted use area for the beach
gear valet service is at and on the Public Beach, located at Beach Parking Lot #36,
4 Rockaway Street, Clearwater, FL ("Permitted Use Area").
Parking for participants will be available at Beach Parking Lot #36 and surrounding
public parking areas. Sufficient space shall be maintained so that the public safety,
cleanup and repair vehicles can pass safely through the permitted use area.
Sand Runners, LLC will be responsible for the payment of daily parking fees for
their employees.
b) SCOPE AND PERMITTED USES: The Licensee is permitted to provide and
operate a beach gear valet service to beachgoers in Permitted Use Area. The beach
gear valet service will be the transportation of beach gear items, such as beach
chairs, bags, coolers, inflatables, umbrellas and tents.
During the hours of operation, the Licensee is permitted to setup its own equipment
at, or an area adjacent to, the Beach Parking Lot #36. The Licensee may use one
(1) tent, one (1) umbrella, and one (1) podium. The Licensee may use two (2)
temporary signs to advertise services, days and times of operation, and fees. The
Licensee is permitted to operate no more than two (2) electric carts, which must be
maintained in a safe and acceptable manner. The Licensee is permitted to use no
more than two (2) valets to service beachgoers during the hours of operation.
Other than during the hours of operation, the Licensee shall store, maintain and
house equipment on his/her own property. No equipment is to be stored on the
public beach, Permitted Use Area, or City property without approval from the City
or within 20 feet from any dune system.
The City may make periodic inspections of the equipment and if necessary inform
the Licensee of any unsafe or unacceptable equipment. However, this does not
release the Licensee from his/her duty to inspect the equipment daily for any defects
or hazards. Maintenance of equipment by an outside vendor must not be performed
on public property.
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Sand Runner, LLC recognizes that this is a non-exclusive license that the City may
grant licenses to other vendors for the permitted Use Areas and that Sand Runner,
LLC will not interfere with any other licensee of the City.
Turtle Season is May 1st through October 31st. The Licensee shall not set up
equipment next to or within 10 feet of a roped off turtle nest. No equipment shall
be set up until the beach has been inspected for turtle nests each morning.
c) HOURS OF OPERATION: The Licensee may operate the beach gear valet service
during the hours of 9:00 AM to 6:00 PM each day as weather permits, from March
2, 2019 until September 2, 2019, except as otherwise provided herein. The
Licensee may adjust his hours of operation with approval from the City Manager
or designee. The Licensee may at times be requested to participate and/or cancel
his/her rental business due to community beach events.
d) TROPICAL STORM OR HURRICANE WARNING: In the event of a tropical
storm or hurricane warning issued for Pinellas County, the Licensee shall cease
operations until any threat has passed and shall remove all equipment from the
public beach and property owned by the City of Clearwater.
5. Fees and Payments. Sand Runners, LLC will pay a fee of $5,687.50 to the City in monthly
installments of $947.92 plus applicable sales tax. The monthly installments are to be paid no later
than the first day of each month, with the first payment due on March 2, 2019.
The term of this Agreement is for a period of six (6) months, beginning on March 2, 2019 and
ending on September 2, 2019.
The Licensee will be required to obtain and keep all necessary business licenses with the City of
Clearwater, Pinellas County and State of Florida.
The Licensee will only charge a one-way fee of $10.00 per vehicle or a round-trip fee of $15.00
per vehicle for beach gear valet services. The Licensee may adjust these fees with approval from
the City Manager or designee.
6. Monthly Revenue Report. The Licensee shall provide a monthly revenue report, which is
due to the City no later than the tenth (10) day of the month following the month the revenue was
earned.
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7. No Waiver of Applicable Regulations. Nothing in this License shall be construed to
exempt the Licensee from full compliance with all applicable federal, state and local laws and
regulations. Prior to using the Permitted Use Area and throughout the term of this License, the
Licensee hereby further agrees to obtain all necessary permits and to otherwise fully comply with
all requirements of the City, Pinellas County and the State of Florida pertaining to any licenses
and permits as may be required operation of its business, including the subject beach gear valet
service.
8. Limitations of Interest. The Licensee hereby further agrees that the Licensee shall not
obtain any prescriptive rights, easements, or other legal or equitable interest in the Public Beach
or Permitted Use Areas by reason of the execution of this License, or by compliance with the terms
thereof by the Licensee. Ownership of the Public Beach and Permitted Use Area shall at all times
remain in the public domain, held m trust by the City, and the Licensee shall not do anything
inconsistent with such ownership, except as may be permitted by this License.
9. Encumbrances. The granting of this License does not vest in the Licensee any interest in
the Public Beach or Permitted Use Area which may be mortgaged, encumbered or liened, and no
action of the Licensee shall cause or create any interests in real estate or any encumbrance upon
any such real property.
10. Hold Harmless and Indemnity. The Licensee shall indemnify and save harmless the City,
its officials, employees, and agents of and from any and all damages, including all of its attorney's
fees, expert's fees, and court costs, whether suit be brought or not, resulting from or arising out of
the execution of this License, or any other action taken pursuant to this License by any person or
entity. The Licensee hereby further releases the City, its officials, officers, agents, and employees
from any and all claims which it may have had, now have, or hereafter acquire because of or by
reason of the execution of this License, the use of the above-described Public Beach and Permitted
Use Area, and/or for any omissions or actions taken pursuant to this License.
11. Indemnity and Insurance: The Licensee does hereby release, and agrees to indemnify,
defend and save harmless the City, its officials, employees, and agents from and against all claims,
actions, causes of action, demands, judgments, costs, expenses and all damages of every kind and
nature, incurred by or on behalf of any person or corporation whatsoever, predicated upon injury
to or death of any person or loss of or damage to property of whatever ownership, including the
Licensee and its employees, agents and assigns, and in any manner arising out of or connected
with, directly or indirectly, the operation or use of the Public Beach areas or Permitted Use Area,
by the Licensee or by its assigns or lessees. This indemnification provision shall survive following
the termination or expiration of this License. Licensee agrees to maintain the following insurance
coverage's:
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COMPREHENSIVE 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. A renewal
policy shall be delivered to the City at least fifteen calendar days prior to a policy's expiration date,
except for any policy expiring on the expiration date of this License or thereafter.
Comprehensive Automobile Liability: Sand Runners, LLC shall provide coverage for all owned
and non -owned vehicles for limits not less than $500,000 per accident. In the event Sand Runners,
LLC does not load/unload its equipment at the public beach, Permitted Use Area, or City property,
to wit: 473 East Shore Drive, Clearwater, FL, the limits will be reduced to $250,000 per accident.
Sand Runners, LLC will immediately notify the City if any change in location occurs.
Umbrella Liability: Sand Runners, LLC and any of its sub -contractors shall provide an umbrella
policy in excess to the coverages provided for in the above paragraphs of not less than
$1,000,000.00.
WORKMAN'S COMPENSATION INSURANCE: Licensee will maintain adequate workman's
compensation insurance in the amounts as required by law for all instructors and employees. The
limits shall be statutory for Worker's Compensation and $1,000,000.00 for Employer's Liability.
The City is to be specifically included as an additional insured entity on the Commercial Liability
Insurance and Commercial Auto Liability insurance policies.
The City of Clearwater shall be included on all Releases of Liability and Acknowledge of
Assumption of Risk. Licensee shall provide certificates of insurance to the City, naming the City
as an additional insured, prior to beginning use of the Permitted Use Area and for each year
thereafter during the term of this License.
12. TERMINATION. THIS LICENSE IS SUBJECT TO, AND THE LICENSEE
ACKNOWLEDGES THAT THIS NON-EXCLUSIVE LICENSE IS REVOCABLE AT WILL
BY THE CITY. THAT IT IS SUBJECT TO BEING WITHDRAWN AND TERMINATED BY
THE CITY AT ANY TIME, FOR ANY REASON, UPON FIVE (5) CALENDAR DAYS'
WRITTEN NOTICE GIVEN TO THE LICENSEE AS PROVIDED FOR HEREIN. THE CITY,
IN ITS SOLE DISCRETION, SHALL HAVE THE AUTHORITY TO DETERMINE WHETHER
TO TERMINATE THIS LICENSE, AND THE LICENSEE AGREES THAT THE CITY'S
DISCRETION IN ANY TERMINATION OF THIS LICENSE SHALL NOT BE SUBJECT TO
JUDICIAL REVIEW OR CHALLENGE, BUT SHALL BE FINAL.
13. NON -RELIANCE. LICENSEE UNDERSTANDS AND AGREES THAT IT HAS NOT
AND WILL NOT RELY UPON ANY GRANT OR PROMISE OF GRANT OF THIS LICENSE
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IN ANY MANNER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE
EXPENDITURE OR INVESTMENT OF FUNDS.
14. Suspension of Activities. This License is subject to immediate suspension for an indefmite
period of time in the event of injury or accident related to these beach gear valet services. The
City, in its sole discretion, shall have the authority to review such injury or accident incident and
determine whether to remove the suspension or move to terminate the License.
15. Notices. Any notice or communication which the City may desire to give the Licensee
shall be deemed sufficiently rendered or given if the notice is in writing and sent by personal
delivery, or via certified mail, return receipt requested, addressed to:
Sand Runners, LLC
Ryan Barca / Spencer LaBarbera
1201 Seminole Blvd #259
Largo, FL 33776
City of Clearwater
Parks and Recreation Department
Kevin Dunbar
100 South Myrtle Avenue
Clearwater, FL 33758
The time of rendition of such notice or communication shall be deemed to be the time when the
same is mailed, left or delivered as herein provided. Either party may provide a change of address
notice, with said change of address notice effective upon receipt.
16. Miscellaneous Provisions. Licensee further agrees to comply with and be bound by the
following provisions:
a) Non -Assignable. This License is not assignable without the express prior written
approval of the City in its sole discretion.
b) Supervision and Personnel. The Licensee shall assure that competent and
experienced personnel and instructors are hired or contracted by Sand Runners,
LLC at all times in order to assure that there is full compliance with all terms and
limitations of this License. Licensee shall assure that that personnel or instructors
employed for services are professional in their dealings with the public. Licensee
shall provide personnel with the necessary and appropriate technical, safety and
operational training to carry out operations in a safe manner. The Licensee shall
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perform appropriate background screening with the Florida Department of Law
enforcement and the Federal Bureau of Investigations at the expense to Sand
Runners, LLC and provide the City with a copy of the screening.
c) No Unlawful Use. The Licensee shall use the designated Public Beach area only
for the purposes stated and no unlawful uses will occur whatsoever. Licensee shall
not deliver any product, the use of which on the beach would be prohibited, or an
infringement on another Licensee in the City of Clearwater.
d) Proper Attire. The Licensee shall assure that all employees, agents and
representatives of the Licensee are dressed in appropriate attire to promote a
wholesome, family-oriented, tourist development of the City, as determined by the
City Manager.
e) Noise. The Licensee shall at all times assure that not only is there full compliance
with any applicable City, County or State noise ordinances and regulations, but that
no noise is generated, even if such noise is not a violation of the City's noise
ordinance. There shall be no outdoor amplification of noise or music, including
pager systems, and voice paging, conducted during hours of operation, except as
may be allowed in writing from time to time by the City Manager, which permission
can be withdrawn in writing from time to time by the City Manager.
f) Signage, Advertising and Solicitation. The Licensee shall not erect, construct or
maintain any signage on the Public Beach, Permitted Use Area, or on Carts, or
construct any exposed signage adjacent to the Public Beach, unless consent to such
signage has first been given, in writing, by the City, through its City Manager.
g)
This License permits the use of two (2) temporary signs to advertise services, days
and times of operation, and fees, provided that Licensee complies with the
requirements of Clearwater Community Development Code Section 3-1806.
Sand Runners, LLC may advertise to local businesses with brochures and business
cards, as approved by the City.
Sand Runners, LLC is prohibited from soliciting beachgoers or placing flyers on
vehicles at any City beach parking lot.
Lighting. The Licensee shall not construct, erect or maintain, or allow any lighting
that is in violation of the City's lighting standards concerning the preservation and
protection of turtles, or otherwise.
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h) Litter and Debris. The Licensee shall not litter and shall at all times keep the Public
Beach it services free and clean of trash and debris from its activities.
i) "City". Wherever used herein, the term "City" shall refer to the City Council of the
City of Clearwater, Florida, either acting in whole or acting through its designated
City Manager.
17. Construction of License. The Licensee agrees that in the event of any litigation concerning
the construction of this License or the interpretation of any language used in this License, that this
License, and any of its provisions, shall be interpreted in favor of the City. No provisions shall be
construed against the City by virtue of this License having been drafted by the City.
18. Entire Agreement. This License embodies the entire agreement of the City and the
Licensee. There are no promises, terms, conditions, or allegations other than those contained
herein, and this document shall supersede all previous communications, representations, and/or
agreements, whether written or verbal, between the parties hereto. This License may be modified
or revoked at any time, for any reason, by the City, by delivering a copy of any modifications or
superseding agreement to the Licensee, at the Licensee's address provided herein. The obligations
herein shall survive the termination of this License. This License shall be governed by Florida
laws and venue for purposes of any legal action shall lie in Pinellas County.
19. Public Records. Sand Runners, LLC agrees to comply with the Florida Public Records
Act, as applicable, including, but not limited to Section 119.0701 of the Florida Statutes.
Documents which are considered public records herein under Florida law include, but are not
limited to: records related to the entry, management and implementation of the License itself;
emails/correspondence between the CITY and the LICENSEE related to the Non -Exclusive
License Agreement; emails or correspondence from all other entities related to the License (i.e.,
suppliers, vendors, etc.); billing and related documents; plans or other documents that may be
necessary, reports, etc.; subcontracts; and all vendor invoices. The LICENSEE agrees, to the
extent required by law, to:
1. Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in performing the services of the License; and
2. Provide the public with access to the public records under the same terms and
conditions that the CITY would provide the records and at a cost that does not exceed
the cost provided for by law; and
3. Ensure that the public records that are exempt or confidential, and exempt from public
record disclosure requirements, are not disclosed, except as authorized by law; and
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4. Meet all requirements where retained public records and transfer, at no cost, to the
CITY, all public records in possession of the LICENSEE, upon termination or
completion of the License and destroy any duplicate public records that are exempt or
confidential, or exempt from public record disclosure requirements.
Furthermore, the LICENSEE agrees that all records stored electronically shall be provided to the
CITY in a format that is compatible with the information technology systems of the CITY. The
LICENSEE shall promptly provide the CITY with a copy of any request to inspect or copy public
records that LICENSEE receives and a copy of the LICENSEE'S response to each request. The
LICENSEE understands and agrees that failure to provide access to the public records shall be a
material breach of the License and grounds for termination.
20. Non -Discrimination. Notwithstanding any other provision of this agreement, the
Licensee for itself, agents and representatives, as part of the consideration for this agreement
does covenant and agree that:
a) No Exclusion from Use. No person shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination in the operation of this
program on the grounds of race, color, religion, sex, handicap, age or national
origin.
b) No Exclusion from Hire. In the management, operation, or provision of the
program activities authorized and enabled by this agreement, no person shall be
excluded from participation in or denied the benefits of or otherwise be subject to
discrimination on the grounds of, or otherwise be subjected to discrimination on
the grounds of race, color, religion, sex, handicap, age, or national origin, except
that age may be taken into consideration to the extent that the age of an employee
is a bona fide occupational qualification, as permitted by law.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals thisday of
.-k2/- Oa , 2019.
CITY OF CLEARWATER, FLORIDA
rccW( ff\cr( \"`_�
George N. Cretekos
Mayor
Assistant City Attorney
SAND RUNNERS, LLC
Ryan Barca
Attest:
Spencer LaBarbera
kvAt:6.
William B. Home II
City Manager
Attest:
Rosemarie Call
City Clerk
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