REVOCABLE LICENSE AGREEMENT (2)REVOCABLE LICENSE AGREEMENT
BETWEEN CITY OF CLEARWATER AND
SUNSETS AT PIER 60 SOCIETY, INC.
This License Agreement is made and entered into between the City of Clearwater, whose address
is: Attn: Parks and Recreation Director, Post Office Box 4748, Clearwater, FL 33758-4748,
hereinafter referred to as the City, and Sunsets at Pier 60 Society, Inc., d/b/a Sunsets at Pier 60
Day Festival, whose address is: P.O. Box 3595, Clearwater, FL 33767, hereinafter referred to as
the Agency.
WHEREAS, since 1995 the Agency has provided a valuable service to the City by promoting
tourism on Clearwater Beach through its nightly festival ("Festival") known as "Sunsets at Pier
60" as well as other events such as the Sugar Sand Festival and films in the park; and
WHEREAS, the City desires to continue this partnership of providing a revocable license for
portions of Pier 60, Pier 60 Park and Beachwalk; and
WHEREAS, the City and Agency originally entered into an agreement on March 2, 1995,
providing the Festival on an ongoing basis; and
WHEREAS, the City and Agency entered into a second agreement on July 1, 2009, providing
the Festival on an ongoing basis; and
WHEREAS, the Festival has experienced great success, and therefore the Parties mutually
desire to enter into a new agreement; and
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I. TERM, LICENSE AREA, EXCLUSIVITY
1. Term: The term of this Agreement shall be for a period of 5 years commencing on the 1st
day of September 2019 and continuing through the 31st day of August 2024 ("Termination
Date ") unless earlier terminated under the terms of this Agreement.
2. Options to Renew: This Agreement may be extended by mutual written agreement of the
parties for one (1) additional period of five (5) years, on the same terms and conditions as are set
forth herein.
3. License Area: Agency shall have exclusive use of the "License Area" as more particularly
described in Exhibit "A" (attached hereto and incorporated herein) only for the purposes of
conducting the Festival and only to the extent provided for in this Agreement. The Agency's
exclusivity of the License Area is subject to the occupation by parties with which the City has
entered into agreements to provide services and activities other than the Festival.
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ARTICLE II. RESPONSIBILITIES OF THE AGENCY
1. Services to be Provided: Weather permitting, the Agency shall provide a Festival at
Pier 60 Park to promote tourism to Clearwater and Clearwater Beach.
a) Programs: The Agency shall provide a nightly Festival at Pier 60 Park by
providing activities such as:
i) Arts and Crafts Vendors
ii) Entertainment (music, concerts, dance, etc.)
iii) Entertainers
iv) Special event shows/activities
b) Assistance to the Community: The Agency will maintain communication and
interaction with the surrounding community in regard to the type of entertainment
provided, noise, special activities to promote the neighborhood, etc.
c) Assistance to the City: Provide Agency personnel and volunteers to coordinate
and operate all functions of the Festival at Pier 60.
d) Hours and Days of Operation: Weather permitting, the Agency will provide
"Sunsets at Pier 60" 7 days a week for approximately 2 hours before until 2 hours
after sunset (four hours per day).
e) Sunsets at Pier 60, Inc. is an independent non-profit organization and for purposes
of this License is an independent contractor. This agreement shall not be
construed to create a partnership, joint venture or other legal relationship between
the City and Sunsets. All parties/vendors/participants of the Festival, and all
actions taken by the Sunsets Board of Trustees or Sunset's management related to
such parties, shall be at Sunset's sole discretion in accordance with the law and
the terms of this Agreement.
2. Use of Pier 60, Pier 60 Park and Beachwalk:
a) No Illegal Use: The Agency promises and agrees that it will abide by law and
will make or allow no unlawful, improper or offensive use of the premises.
Further, the Agency understands and agrees that this provision specifically
prohibits, among other acts, the sale, consumption or use of alcoholic beverages
or controlled substances anywhere in, on or around Pier 60, Pier 60 Park and
Beachwalk and those adjacent areas used by the Agency.
b) Rules for Use: Rules and regulations governing the Festival activities may be
established by the Agency, providing they are not in conflict or inconsistent with
the ordinances, policies or operating rules of the City, other applicable law or of
this Agreement. Such rules and regulations developed by this Agency may
provide for and allow reasonable vendor fees to be retained by the Agency.
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c) Inspection by City: The Agency understands and agrees that the Festival
premises may be entered and inspected at any time by the City's officers, agents
and employees.
d) General Adherence to City Ordinances: Notwithstanding any limitations
implied by the provisions above, the Agency promises to observe all City
ordinances.
e) Signage: The Agency may place an identification sign advertising the Festival in
Pier 60 Park according to City codes with prior written approval from the City at
the Agency's expense.
f) Structure: No permanent alterations or improvements to the Pier or Park may be
made without the written consent of the City. Any permanent structural additions
approved by the City will become City property.
3. Maintenance of the Premises by the Agency.
a) Custodial Maintenance: During the times of the event and when the event is
being held, the Agency shall maintain the area used by the Festival in a clean and
orderly condition.
b) Repair of Damage: The Agency understands and agrees that it is responsible for
and will cause to be repaired at the Agency's expense damage to the premises as a
result of its occupancy other than normal wear and tear or vandalism.
4. Payment for all Operating Expenses:
a) The Agency is responsible to pay all operating expenses associated with the
Festival including salaries, utilities, custodial supplies, operating supplies,
entertainment contracts, advertising, refuse collection, security, etc.
b) The City will provide maintenance through its Parks and Recreation and Building
and Maintenance Departments for all major capital components of the Pier, Park
and Beachwalk including painting, plumbing, electrical, concrete repairs, piling
and deck repair, etc. The City shall have sole discretion in determining the
scheduling and extent of capital maintenance projects.
5. Payment of Fees and Taxes: The Agency shall obtain all required licenses at its own
expense and shall pay all required taxes required by law, necessary to the Agency's
operation at Pier 60, Pier 60 Park and Beachwalk, including but not limited to any ad
valorem real property taxes, sales taxes and personal property that may be assessed
against the premises during the term of this Agreement.
6. Scheduled Reports of Agency Activities:
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The Agency shall furnish the City Parks and Recreation Department, with an annual
report of activities conducted under the provisions of this Agreement within sixty (60)
days of the end of the Agency's fiscal year. Each report is to identify as an example the
type of vendors displaying goods, the type of activities, programs offered, etc.
7. Creation, Use, and Maintenance of Financial Records:
a) Creation of Records: Agency shall create and maintain financial and accounting
records, books, documents, policies, practices, procedures and any information
necessary to reflect fully the financial activities of the Agency. Such records shall
be available and accessible at all times for inspection, review, or audit by
authorized City representatives and shall produce such records as required by law.
b) Use of Records: Agency shall produce such reports and analyses that may be
required by the City to document the proper and prudent stewardship and use of
the facilities and any cash funds donated to this cause.
c) Maintenance of Records: All records created hereby are to be retained and
maintained for a period not less than five (5) years, or as required by law.
8. Non-discrimination: Notwithstanding any other provisions of this Agreement during
the term of this Agreement, the Agency for itself, agents and representatives, as part of
the consideration for this Agreement, does covenant and agree that:
a) Nondiscrimination: Agency understands and agrees that it will not discriminate
on the basis of race, color, religion, sex, national origin, or any other protected
class in accordance with state or federal law. Agency agrees to maintain
reasonable accommodation and access for persons with disabilities, as required by
law.
b) Inclusion in Subcontracts: The Agency agrees to include and the requirement to
adhere to the Civil Rights Act of 1964 in all approved sub -contracts.
c) Breach of Nondiscrimination Covenants: In the event of a breach of any of the
above non-discrimination covenants, the City shall have the right to terminate this
Agreement immediately.
9. Publicizing of City Support: Agency agrees to utilize every reasonable opportunity to
publicize the support received from the City. Agency further agrees to supply the City up
to three (3) copies of any publication developed in connection with implementation of
programs addressed by this Agreement. Such publications will state that the program is
supported by the City.
10. Liability and Indemnification: The Agency shall act as an independent contractor and
agrees to assume all risks of providing the program activities and services herein agreed
and all liability therefore, and shall defend, indemnify, and hold harmless the City, its
officers, agents, and employees from and against any and all claims of loss, liability, and
damages of whatever nature, to persons and property, including, without limiting the
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generality of the foregoing, death of any person and loss of the use of any property. 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 Agency's activities or those of any approved or unapproved
invitee, contractor, subcontractor, or other person approved, authorized, or permitted by
the Agency in or about its premises whether or not based on negligence. Nothing herein
shall be construed as consent by the City to be sued by third parties, or as a waiver or
modification of the provisions of Section 768.28, Florida Statutes or the Doctrine of
Sovereign Immunity.
11. Insurance: The Agency shall procure at its expense and maintain during the term of this
Agreement insurance as shown below:
a) A Comprehensive General Liability policy covering claims for injuries to persons
or damage to property which may arise from or in connection with use of the
License Area by the Agency including all activities occurring thereon.
b) An Automobile Liability Policy covering claims for injuries to persons or damage
to property that arise from or in connection with use of a motor vehicle owned by
the Agency.
c) Insurance procured in accordance with Sections 11 (a) and (b) shall have
minimum coverage limits of $1,000,000.
d) Each insurance policy issued as a requirement of this Agreement shall name the
City of Clearwater as an additional named insured. The coverage shall contain no
special limitations on the scope of protection afforded to the City, its officials,
employees, agents or volunteers.
e) Worker's Compensation. Coverage shall apply for all employees in an amount at
least equal to the statutory limits of coverage according to applicable State and
Federal laws. In addition, the policy shall include employer's liability coverage
with a limit of $500,000 per occurrence.
f) The Agency shall furnish the City with Certificate(s) of Insurance with all
endorsements affecting coverage required by this section. These forms shall be
received and approved by the Parks and Recreation Director before execution of
this Agreement by authorized City officials. The Agency shall provide a copy of
any or all insurance policies upon request by the City. All policies of insurance
must be endorsed to provide the City with thirty (30) days' notice of cancellation
or restriction.
ARTICLE III. RESPONSIBILITIES OF THE CITY
1. Grant of Funds: The City, for fiscal year 2019/2020, will provide a grant of $18,000 to
the Agency to assist in funding Agency activities and expenses as identified in this
Agreement. Grants for future years of this Agreement are subject to annual budget
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approval by the City Council, with the goal of reducing this cash subsidy by $6,000 per
year until it is reduced to zero for fiscal year 2022/2023.
2. Grant of In -Kind Services:
a) The City agrees to provide beach, lawn and landscape maintenance services for
all areas on Pier 60 and surrounding park property at the City's discretion and as
annual budgets allow.
b) The City will provide maintenance through its Building and Maintenance and
Parks and Recreation Departments for all major capital components of Pier 60,
Pier 60 Park, and Beachwalk. The City shall have sole discretion in determining
the scheduling and extent of capital maintenance projects.
c) The City will not provide any other additional in-kind services, supplies, labor or
equipment whether on loan or for consumption to the Agency.
d) The City will allow the Agency to use an agreed upon inventory of existing
furnishings remaining on site i.e. chairs, tables, etc. Agency will be responsible
for maintenance and replacement of items if needed.
3. City Liaison: The Recreation Special Events Division of the City of Clearwater will
serve as the City Liaison for the Agency.
ARTICLE IV. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire Agreement between the parties on the subject hereof and
may not be changed, modified, or discharged except by written Amendment duly executed by
both parties. No representations or warranties by either party shall be binding unless expressed
herein or in a duly executed Amendment hereof.
ARTICLE V. TERMINATION/ASSIGNMENT
1. With or Without Cause: Either party may terminate this Agreement by providing
fifteen (15) days written notice to the other party.
2. For Municipal Purpose: The City may terminate this Agreement in the event it
determines that the premises are required for any other municipal purposes by giving
fifteen (15) days written notice of such intended use, following which this Agreement
shall terminate in every respect, and both parties shall be relieved of any further
obligations hereunder, except that Agency shall be responsible for full payment of all
costs and expenses resulting from the operation hereof, together with any other monies
due in accordance with this Agreement.
3. This Agreement is not assignable. Any attempt to assign this Agreement shall render
this Agreement immediately null and void in its entirety.
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ARTICLE VI. NOTICE
Any notice required or permitted to be given by the provisions of this Agreement shall be
conclusively deemed to have been received by a party hereto on the date it is hand -delivered to
such party at the address indicated below (or at such other address as such party shall specify to
the other party in writing), or if sent by registered or certified mail (postage prepaid), on the fifth
(5th) business day after the day on which such notice is mailed and properly addressed.
1. If to City, addressed to Parks and Recreation Director, P.O Box 4748, Clearwater, FL
33758. With copy to: City Attorney, P.O. Box 4748, Clearwater, FL 33758.
2. If to Agency, addressed to Sunsets at Pier 60 Society, Inc., President, P.O. Box 3595,
Clearwater, FL 33767.
ARTICLE VII. EFFECTIVE DATE
The effective date of this Agreement shall be as of the os` day of
2019.
WITNESS WHEREOF, the parties hereto have set their hands and seals this VL -day of
� , 2019.
Countersigned:
— ct€t: c (,\Cft S
George N. Cretekos
Mayor
Owen Kohler
Assistant City Attorney
SUNSETS AT PIER 60 SOCIETY, INC.
By:
Printed Name: 51-4i/6 eiettoQlc r
Chief Executive Officer
CITY OF CLEARWATER, FLORIDA
By:
Attest:
Volua„,,A)414,-iat.
William B. Horne, II
City Manager
1�X Rosem. e Call
City Clerk
Exhibit A
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