REVOCABLE SUB-LICENSE AGREEMENT - PLUMB HOUSEREVOCABLE SUB -LICENSE AGREEMENT
PLUMB HOUSE
THIS REVOCABLE SUB -LICENSE AGREEMENT is made and entered into on this
9th day of March 2021, by and between the CLEARWATER HISTORICAL SOCIETY, a non-
profit corporation, (hereinafter referred to as "Society" of "Licensee"), KAIROI CULTURAL
ARTS CENTER, INC., a non-profit corporation (hereinafter referred to as "KAIROI" or "Sub -
Licensee"), and the CITY OF CLEARWATER, FLORIDA (hereinafter referred to as "City" of
"Licensor), and collectively as "Parties".
WHEREAS, the Society is a non-profit corporation which owns a structure known as the
"Plumb House" and
WHEREAS, the "Plumb House" is an historical landmark which has been listed as an
historical house with the Department of State, Division of Archives, History and Records
Management on the State of Florida Master Site file; and
WHEREAS, since 1983, the structure has been located on real property owned by the
City known as Ed C. Wright Park, pursuant to various revocable license agreements between the
Society and City; and
WHEREAS, the existing Revocable License Agreement between the Society and City
expires on June 26, 2022 (hereinafter referred to as "License Agreement"), which is incorporated
by reference and attached hereto as Exhibit A; and
WHEREAS, the Society desires to enter into a Revocable Sub -License Agreement
(hereinafter referred to as "Sub -License Agreement) with KAIROI for the remainder of the
License Agreement term; and
WHEREAS, pursuant to Section 12 of the License Agreement, the City must consent in
writing to the Sub -License Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the Parties agree that the above terms, recitals, and
representations are true and accurate and are incorporated herein by reference, and the Parties
further agree as follows:
1. Purpose: The purpose of this Sub -License Agreement is to continue to provide a
location for the historical house, "Plumb House" in Ed C. Wright Park. All uses made of the
Plumb House shall be in conformance with the deed restrictions contained in the Ed C. Wright
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Park Deed recorded in Official Records Book 1546, page 521, Public Records of Pinellas
County, Florida, as may be applicable.
2. Term: The term of this Sub-License Agreement shall begin when duly executed
by the Parties and end on June 26, 2022. The City, at its convenience, may revoke this Sub-
License Agreement by giving 30 days written notice.
3. House Maintenance: At its expense, KAIROI agrees to maintain the house in a
safe and sanitary condition in conformance with all applicable laws, and to continue to keep the
house restored as nearly as possible to its original condition.
4. Public Access: KAIROI shall make the Plumb House available to the general
public for tours on a semi-monthly basis in accordance with a schedule to be established by
KAIROI. Additionally, KAIROI shall have individuals available at said tours to discuss the
history of the Plumb House and the history of the City with those members of the general public
desiring such information.
Prior to the Plumb House being available to the general public for access, KAIROI, at its
expense, agrees to repair and restore the Plumb House to a safe and sanitary condition and in
conformance with all applicable laws. The City may inspect the Plumb House to ensure
compliance with this section prior to general public access.
5. Landscaping: At its expense, KAIROI shall provide all landscaping in the
immediate vicinity of the house. The landscaping shall be of a type designated and approved by
the City's Park and Recreation Department.
The City shall maintain the real property immediately surrounding the house including all
landscaping (lawn, shrubs and other landscaping).
6. Parking: KAIROI members and its guests may use the existing parking facilities
at Ed C. Wright Park or Ross Norton Park.
7. Utilities: At its expense, KAIROI shall pay all monthly charges for all utilities
including water, electric and telephone.
8. Indemnity and Hold Harmless: KAIROI agrees to indemnify and hold the City,
including its officers, agents, and employees, harmless from any claims, losses, lawsuits or
injuries for all claims arising out of the restoration, maintenance and use of the Plumb House at
Ed C. Wright Park.
Nothing contained herein is intended to serve as a waiver by the City of its sovereign
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immunity, to extend the liability of the City beyond the limits set forth in Section 768.28, Florida
Statutes, or be construed as consent by the City to the sued by third parties.
9. Insurance: KAIROI will, at its own expense, acquire and maintain during the
term of this Agreement, sufficient insurance to adequately protect the interests of the parties.
Specifically, KAIROI 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 coverage, including but not limited to,
premises operations, products/completed operations, products liability,
contractual liability, advertising injury, personal injury, death, property damage,
and sexual molestation and abuse in the minimum amount of $1,000,000 (one
million dollars) per occurrence and $2,000,000 (two million dollars) general
aggregate.
b. Commercial Automobile Liability Insurance coverage for any owned, non-owned,
hired or borrowed automobile is required in the minimum amount of $1,000,000
(one million dollars) combined single limit.
c. Unless waived by the State of Florida, statutory Workers' Compensation
Insurance coverage in accordance with the laws of the State of Florida, and
Employer's Liability Insurance in the minimum amount of $100,000 (one
hundred thousand dollars) each employee each accident, $100,000 (one hundred
thousand dollars) each employee by disease and $500,000 (five hundred thousand
dollars) aggregate by disease with benefits afforded under the laws of the State of
Florida.
d. If KAIROI is using its own property, or the property of the City or other provider,
in connection with the performance of its obligations under this Agreement, then
KAIROI's Equipment Insurance or 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.
e. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s) for as long as this Agreement
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remains in effect, KAIROI furnish the City with a Certificate of Insurance(s)
evidencing all of the coverage set forth above and naming the City and Society as
an "Additional Insured." In addition, when requested in writing from the City,
ALN will provide the City with certified copies of all applicable policies.
10. Notices: All required notices and correspondence shall be sent by certified mail to
the following addresses:
City: City Manager
P. O. Box 4748
Clearwater, FL 34618
Society:
KAIROI:
Thomas C. Nash, II, Esq.
P. O. Box 1669
Clearwater, FL 33757
Dr. Charlayne Henry
1380 S Martin Luther King Blvd
Clearwater, FL 33757
11. Toxic or Hazardous Substances: KAIROI covenants and agrees not to bring
upon, store or generate upon the City's property or the structure itself any substance classified by
state or federal government authority as a toxic or hazardous material. further agrees that it shall
comply with all governmental and other laws, rules, regulations, codes, statutes including, but
not limited to federal, state, county and municipal as they relate to storage, use and disposal of
any substance whether toxic or non-toxic, whether such substance is a manufactured or man-
made substance and whether the same is a natural substance or man-made.
12. Improvements: The house, its fixtures and all other permanent improvements
made by KAIROI at Ed C. Wright Park shall become the property of the City of Clearwater upon
the termination or revocation of this Agreement.
13. Assignments: KAIROI may not assign any privileges granted under this Sub -
License Agreement without written approval by the City.
14. The Parties do hereby covenant and agree that no person shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of
the premises on the basis of race, color, religion, sex, national origin, disability, or any other
protected class under federal, state, and local law.
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15. KAIROI agrees to comply with all laws, rules, requirements, orders, directives,
codes, ordinances and regulations of governmental authorities and agencies and of insurance
carriers during the life of this Agreement. KAIROI agrees to obtain all necessary permits in
accordance with applicable City Code of Ordinances and Florida State law. KAIROI shall be
responsible for conducting Level I or II criminal background checks for its employees and/or
volunteers, as may be required by law.
16. This Sub -License Agreement does not relieve the Society of any its obligations
and responsibilities under the License Agreement. The Society hereby enters into this Sub -
License Agreement.
17. The City hereby consents to this Sub -License Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Parties have caused their duly authorized officers to execute this
Revocable Sub -License Agreement on the day and year first above written.
KAIROI CULTURAL ARTS CENTER. INC.
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President
CLEARWATER HISTORICAL SOCIETY. INC.
By:
Countersigned: CITY OF CLEARWATER, FLORIDA
Frank Hibbard
Mayor
Approved as to form:
Owen Kohler
Assistant City Attorney
William Horne
City Manager
Attest:
cAuvviA t,
Rosemarie Call
City Clerk
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REVOCABLE LICENSE AGREEMENT
THIS AGREEMENT entered into this day
Blumberg No.5192
EXHIBIT
A
, 2007, by and between the
CLEARWATER HISTORICAL SOCIETY, a not-for-profit corporation, hereinafter referred to
as "Society" and the CITY OF CLEARWATER, FLORIDA, hereinafter referred to as "City".
WHEREAS, the Society is a not-for-profit Florida corporation which owns a structure
known as the "Plumb House", and
WHEREAS, the "Plumb House" is an historical landmark which has been listed as an
historical house with the Department of State, Division of Archives, History and Records
Management on the State of Florida Master Site file; and
WHEREAS, since 1983 the structure has been located on real property owned by the City
known as Ed C. Wright Park pursuant to the most recent License Agreement between the City
and the Society dated June 30, 1992; and
WHEREAS, the Society and the City desire that the License continue for another fifteen
(15) year term under the same terms and conditions as the existing License Agreement.
NOW, THEREFORE, in exchange for mutually agreeable consideration, the parties to
this Agreement do hereby agree as follows:
1. Purpose: The purpose of this license agreement is to continue to provide a
permanent location for the historical house, "Plumb House", in Ed G. Wright Park. All uses
made of the Plumb House shall be in conformance with the deed restrictions contained in the Ed
C. Wright Park Deed recorded in Official Records Book 1546, page 521, Public Records of
Pinellas County, Florida.
2. Term: The term of this agreement shall be for a period of fifteen (15) years.
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3. House Maintenance: At its expense, the Society agrees:
a. to maintain the house in a safe and sanitary condition in conformance with
all applicable laws,
b. to continue to keep the house restored as nearly as possible to its original
condition,
c. to maintain a Comprehensive General Liability policy of insurance
covering claims for injuries to persons or damage to property, which may arise from or in
connection with use of the premises, including all activities occurring thereon, written by an
insurance company with above average rating in the amount of $500,000.00 per occurrence.
Certificates of insurance for all applicable coverages hereinbefore stated shall be delivered to the
City on an annual basis and name the City of Clearwater as an additional insured. The coverage
shall contain no special limitations on the scope of protection afforded to the City, its officials,
employees, agents or volunteers. The Society shall provide a copy of any or all insurance
policies upon request by the City.
4. Public Access: The Society shall make the house available to the general public
for tours on a semi-monthly basis in accordance with a schedule to be established by the Society.
Additionally, the Society shall have individuals available at said tours to discuss the history of
the Plumb House and the history of the City with those members of the general public desiring
such information.
5. Landscaping: At its expense the Society shall provide all landscaping in the
immediate vicinity of the house. The landscaping shall be of a type designated by the City's
Parks and Recreation Department.
The City shall maintain the real property immediately surrounding the house including all
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landscaping (lawn, shrubs and other landscaping).
6. Parking: The Society members and its guests may use any existing permitted
parking spaces available at Ed C. Wright Park or Ross Norton Park.
7. Utilities: At its expense, the Society shall pay all monthly charges for all utilities
including water, electric and telephone.
8. Hold Harmless: The Society agrees to hold the City harmless from any claims,
lawsuits or injuries arising out of the restoration, maintenance and use of the house at Ed C.
Wright Park.
9. Notices: All required notices and correspondence shall be sent by certified mail to
the following addresses:
City: City Manager
P. O. Box 4748
Clearwater, FL 34618
Society:
Thomas C. Nash, II, Esq.
P. O. Box 1669
Clearwater, FL 33757
10. Toxic or Hazardous Substances: The Society covenants and agrees not to bring
upon, store or generate upon the City's property or the structure itself any substance classified by
state or federal government authority as a toxic or hazardous material. Lessee further agrees that
it shall comply with all governmental and other laws, rules, regulations, codes, statutes including,
but not limited to federal, state, county and municipal as they relate to storage, use and disposal
of any substance whether toxic or non-toxic, whether such substance is a manufactured or man-
made substance and whether the same is a natural substance or man-made.
11. Improvements: The house, its fixtures and all other permanent improvements
made by the Society at Ed C. Wright Park shall become the property of the City of Clearwater
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upon the termination or revocation of this Agreement.
12. Assignments: The Lessees may not assign any privileges granted under this
Agreement without Written approval by the City.
Countersigned:
Approv9d as to form:
CITY OF CLEARWATER, FLORIDA
illiam B. Horne II
City Manager
Attest:
i
Laura Lipowski
Assistant City Attorney; �'tt�� ;` erk
WATER HISTORICAL SOCIETY, INC.
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