COMMERCIAL SLIP LICENSE AGREEMENTCOMMERCIAL SLIP LICENSE AGREEMENT
THIS COMMERCIAL SLIP LICENSE AGREEMENT entered into this
day of -72 , 2021, hereinafter referred to as "License," by and between the City
of Clearwate , a Florida municipal corporation, hereinafter referred to as "City," P.O. Box
4748, Clearwater, Florida 33758 and Clearwater Marine Aquarium, Inc., 249 Windward
Passage, Clearwater, Florida 33767, a Florida corporation, hereinafter referred to as "the
Licensee" or "CMA."
Recitals
WHEREAS, the City owns the boat slips and submerged lands commonly referred
to as the Island Estates (IE) slips located contiguous to the Licensee's property; and
WHEREAS, the City has a site access easement over CMA uplands to access the
IE slips; and
WHEREAS, these slips are an extension of the Beach Marina Operations and
provide remote docking opportunities on the island, but with minimal amenities; and
WHEREAS, the Licensee's expansion and growth over the last 10 years has
resulted in this docking facility becoming less and less desirable for individual recreational
users; and
WHEREAS, the City has determined that major upgrades and investment are
required to make this docking facility more functional, but site access, upland amenities
and the lack of public parking do not support such investment.; and
WHEREAS, the City's Marine and Aviation Department supports the Licensee's
Proposal to rent IE Slips 1-20 and their commitment to implement a series of capital
docking facility improvements totaling $137,000 during first five year license term,
$113,000 if a second five year term is granted for a total of $250,000 over 10 years in lieu
of traditional rent payments.
NOW THEREFORE, the Parties agree as follows:
1. Recitals
The recitals above are incorporated into this License by reference.
2. Conditions & Authority:
A. The City's Marine and Aviation Director or designee shall be authorized to
execute, administer, and provide for notification of this License.
B. The term of this License shall be for five (5) years. The term shall end on the
day of , 20 (the "Termination Date"), unless sooner
terminated in accordance with, and pursuant to, the terms and conditions of
this License, the Code of Ordinances, or the duly adopted rules and regulations
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for the Municipal Marina.
C. If Licensee has complied with all terms of the License, the City and Licensee
may negotiate, at the City's sole discretion, a new license for an additional term
not to exceed five (5) years, effective upon the Termination Date of the
previously executed License.
D. Licensee shall, at least sixty (60) days prior to the Termination Date, indicate
to the City whether Licensee desires to renew or terminate the License. Failure
to notify under this provision shall have no effect on the validity of this Licensee
and shall not create any other rights or obligations to enter into a new license
agreement.
E. This License is non -transferable and applies only to the above-named owner
and/or operator, facility and slips. This License shall not be construed as
granting any ownership interest in the slips.
2. Assignments:
The Licensee shall not assign or encumber this License.
3. Required Documents:
Copies of the following documents are required to be on file in the marina office:
i. the current Florida vessel registration(s) and all applicable renewal
documents shall be provided within 30 days of vessel registration
expiration;
ii. proof of valid and current vessel insurance shall be provided 30 days
prior to expiration of such insurance;
iii. current business tax receipt (BTR) from the City;
iv. if applicable, U.S. Coast Guard Inspection Certification (inspected
vessels only);
v. valid and current Captain's License issued by U.S. Coast Guard for
each operator of commercially operated vessels.
3. Consideration in Lieu of Rent:
In lieu of monthly rent, the Licensee hereby agrees to the following consideration:
A. Yearly investments in the IE slips 1-20 as follows:
i. 2021 - $17,000.00 for rebuilding and replacing two finger docks and
relocating two boat lifts from IE slips #30 and #31.
ii. 2022 - $8,000.00 in additional repairs and maintenance as
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determined necessary by both the City and CMA.
iii. 2023 - $100,000.00 to add an ADA accessible ramp and one floating
dock which shall be used for the Licensee's invitees that are
embarking or disembarking excursion vessels.
iv. 2024 — $6,000.00 for additional repairs and maintenance as
determined necessary by both the City and CMA.
v. 2025 — $6,000.00 for additional repairs and maintenance as
determined necessary by both the City and CMA.
vi. 2026 - $27,000.00 for additional dock repairs and maintenance as
determined by both the City and CMA, and additional power
pedestals in areas currently without power.
vii. 2027 - $50,000.00 for 2 additional floating docks to allow for two
vessels to load and unload simultaneously.
viii. 2028 - $12,000.00 for additional repairs and maintenance as
determined by both the City and CMA.
ix. 2029 - $12,000.00 for additional repairs and maintenance as
determined by both the City and CMA.
x. 2030 - $12,000.00 for additional repairs and maintenance as
determined by both the City and CMA.
B. The Licensee shall be responsible for all costs to design, permit, construct, and
maintain the improvements to IE slips 1-20.
C. The Licensee shall provide overnight security 365 days a year for all IE slips.
D. The Licensee shall provide trash receptables and disposal for all IE slip users.
E. The Licensee shall provide potable water for all IE Slips with a water connection.
F. The Licensee shall vacate IE slips 31-32.
4. Utilities and Taxes:
A. Licensee shall be responsible for electric usage for IE slips 1-20. Slip electric
meters will be read and billed monthly by city staff.
B. Utilities fees will include a $5.00 service charge.
5. Insurance:
A. The vessel owner shall at all times maintain insurance coverages acceptable to
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the City. A Public Liability and Property damage policy to include a minimum
$500,000 coverage, with the City named as additional insured, for any damage
done by Licensee's vessel to City docks or other property within the marina. In
addition, per resolution 06-45, Licensee must carry $10,000 for damage done
during storms if not included in $500,000 liability coverage.
B. Licensee agrees to be held responsible for damage caused to other vessels in the
Marina or to the structures thereof. The city assumes no responsibility for the
safety of any vessel docked at the Marina and will not be liable for fire, theft, or
damage to vessel(s), its equipment or any property in or on said vessel(s), however
rising. Licensee agrees to hold the City harmless in the event claims for damage
to other persons or property arise from the presence of Licensee's vessel(s).
6. Indemnification:
A. It is expressly agreed by the parties that the City shall not be liable for any damage,
injury or death, which may be sustained by the Licensee, Licensee's agents,
servants, employees, guests, invitees, or other persons, resulting from the
intentional acts, carelessness, negligence or improper conduct on the part of any
other Marina Licensee's (or such Licensee's agents, servants, employees, agents,
or invitees), or action of whatever nature or cause, in or about the Marina.
B. The indemnification provided herein shall include, but not be limited to, all costs,
expenses, and reasonable attorney's fees incurred by the City of Clearwater in any
action based on the foregoing, including, but not limited to any action brought by
Licensee, or Licensee's invitees, guests, employees, agents, heirs, or approved
assignees.
C. The Licensee, hereby releases and agrees to indemnify and hold harmless the
City of Clearwater for any and all liability for personal injury, Toss of life and property
damage:
i. Arising out of the ordinary negligence of or any acts or omissions on
the part of the Licensee or Licensee's agents, servants, employees,
guests, invitees, or other persons in connection with the use of the
City of Ciearwater's premises or use of the slips;
ii. In connection with the Licensee's vessels, motors and accessories
while it is on the City's premises; or
iii. For the loss or damage to the Licensee's vessels, motors and
accessories or contents thereof due to fire, theft, collision, marina
equipment failure, windstorm, rain, hurricane, or other unforeseen
events causing casualty loss.
D. Assumption of Risk and Disclaimer of Liability
i. The Marina facility is to be used at the sole risk of the Licensee,
Licensee's agents, servants, employees, guests, invitees, or other
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persons making legal and proper use of the slip, and the City of
Clearwater shall not be liable or responsible for the care or protection
of the vessel, including gear, equipment and contents, or for any loss
of damage or whatever kind of nature to said vessel, howsoever
occasioned. There is no guarantee or warranty of any kind as to the
condition of the piers, catwalks, ramps, or mooring gear, nor shall the
City be responsible for injuries to persons or property occurring
thereon for any reason whether herein specifically stated or not.
ii. Nothing within this Licensee shall constitute a waiver of the City's
sovereign immunity under Section 768.28, Florida Statutes.
iii. Licensee, Licensee's agents, servants, employees, guests, invitees,
or other persons making legal and proper use of the slip shall
assume the duty to report all accidents immediately.
7. Right of Entry:
A. Vessel owner(s) hereby authorize City of Clearwater employees to board their
vessel to make adjustments to mooring lines or to move the vessel, as may be
required in an emergency situation, or to avoid any loss or damage.
B. The City has the right to enter the slip to inspect, maintain, repair, or to make
reasonable alterations to said slip, such as but not limited to, dredging, dock or
seawall repairs or other necessary improvements.
8. Maintenance:
The Licensee shall be responsible for maintenance for IE slips 1-20.
9. Force Majeure and Hurricane Plan Requirement:
A. If the Licensee or the City fails to perform all or part of its obligations under this
License due to an event of force majeure (meaning an event beyond the
reasonable control of the affected party that is unforeseeable, or unavoidable and
beyond remedy if foreseen, and which happens after the execution of this License
and renders the full or partial performance of this License impossible or
impracticable). Events of force majeure include, but are not limited to floods, fires,
hurricanes, tornados, and other acts of God, accidents, strikes, insurrections,
turmoil and war (whether declared or not) and any action or inaction of any
governmental authority). The performance of such obligations shall be suspended
during the period during which such performance is affected by the event of force
majeure.
B. The Party claiming force majeure shall notify the other Party in writing as soon as
possible, and shall, within fifteen (15) calendar days after the occurrence of such
event, provide the other Party by personal delivery or certified mail with appropriate
evidence in support of the occurrence of the event of force majeure. The Party
claiming that its performance under this License has become impossible or
impracticable due to an event of force majeure shall make all reasonable efforts to
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mitigate the effects of such event of force majeure.
C. If an event of force majeure occurs, both Parties shall immediately consult with
each other regarding the performance of responsibilities per this License, and, in
the event of cessation of the event of force majeure, shall immediately resume
their respective obligations under this License.
D. Licensee shall provide a Hurricane Plan (Exhibit 1) depicting the methods to be
employed in securing the vessel during a storm event. At a minimum, all mooring
lines and fenders shall be doubled, and efforts made to secure all loose items,
within 24 hours after storm warnings have been issued by media sources. It is the
responsibility of the Licensee to know when such a warning or watch has been
issued for Clearwater. Tidal fluctuations must be accounted for in your plan.
E. Prior to the arrival of a major storm, marina staff will attempt to document and
record the conditions of the docks and vessels. This does not guarantee in any
way that the Licensee's property will be secured by City personnel. Actions on
behalf of the City will be taken as weather, resources and operational commitments
allow.
10. Law, Rules Regulations:
A. Clearwater Municipal Marina Rules are incorporated into and expressly made part
of the License by reference.
B. Marina Rules may be amended from time to time to provide for safety concerns
and what is in the best interest of the City. In the event of a rule change, the
modified Rules will be posted at the Marina.
11. Entire Agreement:
This License, together with any additional Addendums and/or Exhibits attached hereto,
shall constitute the entire Agreement between the City and Licensee. No other
Agreements unless incorporated and made a part herein, shall be binding on either party.
No amendment or modification of this License shall be effective unless agreed to in writing
by both Licensee and Licensor. This License, when fully executed will replace any
docking license previously issued to the Licensee.
13. Venue:
Parties agrees to hereby waive trial by jury in any action or proceeding brought to enforce
the terms of this License, and they agree that venue for any proceedings brought to
enforce this License is in Pinellas County, Florida.
14. Miscellaneous:
A. 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.
B. Use of one gender shall include all other genders; use of the singular shall
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include the plural; and use of the plural shall include the singular, all as may be
appropriate.
This License consists of paragraphs 1 through 14 above and any additional
Exhibits attached hereto and entered into between Licensee and the City. This is intended
to be a legally binding Agreement and will be effective upon the date last signed by both
the Licensee and the Marine and Aviation Director or the Director's Designee.
IN WITNESS WHEREOF, the parties hereto have executed this License as of the
date set forth above.
Signed:
By:
CITY OF CLEARWATER, FLORIDA
Frank V. Hibbard
Mayor
Approved as to form: Attest:
yylub.-lbJ
Michael Fuino
Assistant City Attorney
Countersigned:
Attest:
Rosemarie Call
City Clerk
CLEARWATER MARINE AQUARIAM, INC.
By:
Print Name: Print Name:
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Title: