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REVOCABLE LICENSE AGREEMENT (2)REVOCABLE LICENSE AGREEMENT THIS LICEF S AGREEMENT (herein, "License") is made and entered into this l ct day of 1/44e47 , 2021, by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation, whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-4748 (herein, "City" or Licensor), and JOLLEY TROLLEY TRANSPORTATION OF CLEARWATER, INC., a Florida non-profit corporation, whose mailing address is 410 Myrtle Avenue, Clearwater, Florida 33755 (herein, "Jolley Trolley" or "Licensee"); (Whenever used herein the term "Licensor" and "Licensee" shall include all of the parties to this agreement and heirs, legal representatives and assigns of the parties, individuals, and the successors and assigns of corporations) WITNESSETH: WHEREAS, the City owns fee title to that certain parcel of land identified as Pinellas County Parcel 09/29/15/00000/440/0400, commonly known as 410 N. Myrtle Ave., hereafter the "Licensed Premises",; and WHEREAS, Jolley Trolley desires to use the Licensed Premises during all hours; and NOW, THEREFORE, in consideration of the covenants herein contained, the City wishes to grant a License for use to Jolley Trolley over the Licensed Premises. LICENSED PREMISES: In consideration of Ten Dollars ($10.00) annually and Licensee timely and fully complying with the covenants and conditions herein contained, Licensor does hereby grant to Licensee and Licensee hereby accepts from Licensor, an exclusive License to occupy and utilize the premises ("Licensed Premises") identified as Pinellas County Parcel Identification Number 09/29/15/00000/440/0400 ("Parcel") owned by Licensor (more particularly described in Exhibit "A" attached hereto and incorporated herein). This License is not coupled with an interest and conveys no interest in real property whatsoever. TERM: This License is granted and shall extend from October 1, 2021 (Effective Date) through July 31, 2023, unless revoked or terminated by either party as provided for herein. USE AND MAINTENANCE: The Licensed Premises are licensed to Licensee for sole purpose of the administration of Licensee's general business practices in support of providing transportation between Clearwater Beach and locations throughout Pinellas County via the Jolley Trolley. Licensee accepts Licensed Premises "as is." Licensor shall have no obligation whatsoever to make improvements to the Licensed Premises prior to, or during, the Licensee's occupation. Licensee covenants and agrees that Licensee shall make no unlawful, improper or offensive use of the Licensed Premises, and shall always [GM12-1313-062/272362/1] maintain the Licensed Premises in compliance with all applicable City of Clearwater codes; and shall quit and deliver up the said premises at the end of the License term, in as good condition as existed upon the Effective Date hereof. Licensee shall make no improvements to the Licensed Premises, or otherwise encumber the Licensed Premises, without the express written consent of duly authorized Licensor officials. LIABILITY AND INDEMNIFICATION: Licensor will not accept and explicitly renounces any liability of any nature for use of the Licensed Premises by the Licensee, its employees, agents, contractors, subcontractors or other invitees, approved or unapproved. Licensee agrees to assume all risks of use and occupation of the Licensed Premises and all liability therefore, and shall defend, indemnify, and hold harmless the Licensor, its officers, agents and employees from and against any and all loss, liability and damages of whatever nature, arising from injury to persons or property during the term hereof, occasioned by Licensee's negligent or willful misconduct, including, without limiting the generality of the foregoing, death of any person and Toss of the use of any property except arising from the negligence or willful misconduct of Licensor or Licensor's agents or employees. 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 Licensed Premises or Licensee's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by Licensee on, in or about the Licensed Premises, whether or not based on negligence. Nothing contained herein shall be construed to waive or modify the provisions of Florida Statute 768.28 or the doctrine of sovereign immunity as to any party hereto. In addition, nothing contained herein shall be construed as creating third party beneficiaries or as consent by the Licensor to be sued by third parties in any manner arising from this grant of License. The previsions of this paragraph shall survive expiration or termination of this License. INSURANCE: Licensee agrees to comply with all terms, provisions and requirements contained in Exhibit "B" attached hereto and by this reference, made a part hereof as if said document were fully set forth at length herein. ENVIRONMENTAL RESPONSIBILITIES: Licensee, at its 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 on or about the Licensed Premises. However, Licensee shall have no liability or responsibility for removal or remediation of any hazardous or toxic substances or underground storage tanks or any underground structures or conditions, if any, existing prior to the grant of this License, or coming onto the Licensed Premises by actions of parties other than Licensee, its agents, contractors, subcontractors, employees and invitees, during the term or any extension hereof. Licensee hereby represents that it will not create any Environmental Condition or conduct maintenance activities on its trolleys or any vehicles involved in its business, [GM 12-1313-062127236211 ] therefore, Licensee shall not cause, or allow any guest, invitee, employee, or agent of Licensee to cause, any Hazardous Substances (as defined herein) to be used, generated, stored, or disposed of on or about the Premises without the prior written consent of Landlord, which consent may be withheld in the sole discretion of Landlord, and which consent may be revoked at any time. "Environmental Condition" shall mean the presence on the Property of any "hazardous substance" as that term is defined in any federal, state, county, or municipal statute, ordinance, regulation, rule, order, judgment, or decree, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act of 1976, as amended; the Clean Air Act; the Water Pollution Control Act (the Clean Water Act); the Toxic Substances Control Act, the Safe Drinking Water Act, and the Insecticide, Fungicide and Rodenticide Act, as amended, and the state counterparts of those laws; (ii) any material or substance which is now listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101); and (iii) any contaminant, oil, petroleum product or by-product, radioactive material or by product, any mining waste, toxic substance, hazardous waste, or other material, the removal of which is required or the existence or management of which is prohibited, penalized, or regulated by any federal, state, or local government agency, authority, or unit. DEFAULT / TERMINATION. Either party may revoke or terminate this License upon providing the other party not less than thirty (30) days written notice of its intent to terminate. Such Notice shall be deemed to have been given when mailed, postage paid, personally delivered or sent via email. NOTICE: Any notice shall be in writing and shall be delivered by hand or sent by United States certified mail, postage prepaid, by email or by overnight courier and addressed as follows: Licensor City Manager City of Clearwater P. O. Box 4748 Clearwater, FL 33758-4748 William. Horne(amyclearwater.com With a copy to: City Attorney City of Clearwater P. O. Box 4748 [GM 12-1313-062/272362/ 1 ] Licensee Executive Director Rosemary Longenecker 410 Myrtle Avenue, Clearwater, FL 33755 Clearwater, FL 33758-4748 Pam.AkinaMyClearwater.com Such addresses may be changed from time to time by either party by giving notice as provided above. Notice shall be deemed given when delivered (if delivered by hand), when sent by email or when postmarked if sent U. S. Mail, certified, return receipt requested. DISCLAIMER OF WARRANTIES: This License constitutes the entire agreement of the parties regarding the Licensed Premises described herein, and my not be changed, modified or discharged except by written amendment duly executed by both parties. Licensee agrees that no representations or warranties shall be binding upon Licensor unless expressed in writing herein or a duly executed amendment hereof. Further, Licensor does not warrant and hereby disclaims any and all liability and responsibility for or on account of the condition of the Licensed Premises, or any portions thereof, or for or on account of anything affecting such conditions. ASSIGNMENT: This License, or any right or interest granted herein, may not be assigned, transferred or sub -licensed by Licensee without the consent of the Licensor, which may be granted or withheld at Licensor's sole discretion. It is mutually understood that Licensor may, at any time, with notice, assign or delegate any or all of its rights hereunder. QUIET ENJOYMENT: Upon observing and performing the covenants, terms and conditions required by this License, the Licensee shall peaceably and quietly hold and enjoy the Licensed Premises for the term as stipulated herein, without hindrance or interruption by Licensor. It is expressly understood and agreed that all rights of ownership of the Licensed Premises not inconsistent with the license rights herein conveyed to Licensee are reserved to Licensor. The Licensor, or any of its agents, shall have the right to enter said premises during all reasonable hours, to examine the same to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit said premises. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations or additions, which do not conform to this agreement. ENTIRE AGREEMENT: This License contains all of the terms, conditions and covenants binding the parties hereto. There are no other terms, conditions, covenants or understandings, either written or oral, binding upon the parties unless expressed herein in writing, or subsequently addended hereto by mutual agreement of the parties. OTHER PROVISIONS: Integral to the rights and privileges herein granted, the parties further agree as follows: a. Licensee shall at all times maintain the Licensed Premises in compliance with all applicable City of Clearwater codes. [GM 1 2-1 3 1 3-062/272362/1 ] b. Licensee shall be responsible for direct costs associated with the conducting of its activities, including but not limited to, all expenses for utilities required, if any, in the operation and any and all maintenance required on the Licensed Premises. Water, sewer, electric and all other utilities of any kind shall be billed directly to Licensee and are or shall be individually metered for the subject premises. All deposits for such utilities shall be the sole responsibility of Licensee. Licensee shall be responsible for all maintenance including but not limited to landscaping and building maintenance. c. Licensee shall comply with all applicable Federal, State and Local law. d. If this License, or its operation, shall create any ad valorem or other tax obligations, it shall be incumbent solely upon Licensee to timely discharge same. e. All personal property placed or moved in the premises shall be at the risk of the Licensee or owner thereof. The Licensor shall not be responsible or liable to the Licensee for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connected with the premises hereby Licensed or any part of the building which the Licensed premises are a part of or any loss or damage resulting to the Licensee or its property from bursting, stopped up or leaking water, gas, sewer or steam pipes unless the same is due to the negligence of the Licensor, its agents, servants or employees. f. Licensee represents that the premises Licensed are in good, sanitary and tenantable condition for use by Licensee. Licensee's acceptance or occupancy of the Licensed premises shall constitute recognition of such condition. Licensee hereby accepts the premises in the condition they are in at the beginning of this License and agrees to maintain said premises in the same condition, order and repair as they are at the commencement of said term, and to return the premises to their original condition at the expiration of the term, excepting only reasonable wear and tear arising from the use thereof under this agreement. The Licensee agrees to make good to said Licensor immediately upon demand, any damage to water apparatus, or electric lights or any fixture, appliances or appurtenances of said premises, or of the walls or the building caused by any act or neglect of Licensee or of any invitee, person or persons in the employ or under the control of the Licensee. g. The invalidity or unenforceability of any portion of this License shall in nowise affect the remaining provisions and portions hereof. h. In the event that either party seeks to enforce this Contract through attorneys at law, then the parties agree that each party shall bear its own attorney fees and costs. [Signature pages to follow] [GM 12-1313-062/272362/ 1 ] IN WITNESS WHEREOF, the parties hereto, being duly empowered and authorized, have set their hands and seals this tit` day of cc lei , 2021. JOLLEY TROLLEY TRANSPORTATION OF CLEARWATER, INC., a Florida non-profit corporation Signed, sealed and delivered In the presence of: WITNESS signature WITNESS signature Print Name/Tit e Print Witness Name [GM 1 2-1 3 1 3 -062272362/ 1 ] Signature Page to Revocable License Agreement between Jolley Trolley Transportation of Clearwater, Inc. and the City of Clearwater By: [GM12-1313-062/272362/11 CITY OF CLEARWATER, FLORIDA William B. Home 11 City Manager Approvedias to form: Laura Mahony Senior Assistant City Attorney MAPLE STREET 1 I I 11 y I 1 W I Clearwater Gas Complex HART STREET Legal Description A license agreement between the City of Clearwater and Jolley Trolley Transportation of Clearwater, Inc. for the property described as follows: MYRTLE AVENUE 1 •N.T.S. A triangular parcel of land Tying in the Southeast a of the Southeast a of Section 9, Township 29 South, Range 15 East, bounded on the East by Myrtle Avenue, bounded on the South by Hart Street, and bounded on the Northwest by the CSX Railroad. Containing approximately 0.98 Acres. This is not a survey CITY OF CLEARWATER ENGINEERING DEPARTMENT DRAWN BY Lee Cheek CHECKED BY Tom Mahony Exhibit "A" Jolley Trolley Transportation of Clearwater, Inc. License Agreement DIAL. NO. LgI_2021-04 SHEET OF 1 1 SECT-TWNSP-RNG 09 — 29S — 15E DATE DRAWN 6/21/2021 J EXHIBIT "B" INSURANCE: The Licensee shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Licensee's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Licensee 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: 1. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. 2. 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. 3. 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. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. 1. 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 remains in effect, the Licensee will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on all policies excluding workers' compensation. In addition when requested in writing from the City, Licensee will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Risk Management P.O. Box 4748 Clearwater, Florida 33758-4748 2. Licensee shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. 3. Licensee's insurance as outlined above shall be primary and non-contributory coverage for Licensee's negligence. 4. Licensee reserves the right to appoint legal counsel to provide for the Licensee's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Licensee's design, equipment, or service. Licensee agrees that the City shall not be liable to reimburse Licensee for any legal fees or costs as a result of Licensee providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of anv potential liability to the City, and the City's failure to request evidence of this insurance shall not be construed as a waiver of Licensee's obligation to provide the insurance coverage specified. ACS RD CERTIFICATE OF LIABILITY INSURANCE DATE(1/202YYYY) 7/1 /2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL. INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RRL Insurance Agency 4450 W Eau Gallie Blvd., #115 Melbourne FL 32934 CONTACT NAME: Susan Weaver PHONE FAX INC. No. Ext: 800-407-4077 INC, No): 321-752-7980 EMAIL Ess: sweaver@ni-ins.com INSURER(S) AFFORDING COVERAGE NAIC NI INSURER A : Carolina Casualty Insurance Company 10510 INSURED Jolley Trolley Transportation of Clearwater, Inc. 410 N. Myrtle Ave Clearwater FL 33755 INSURER B : 2660032 INSURER C: 12/11/2021 INSURER 0 : $ 1,000,000 INSURER E : $ 100,000 INSURER F : • REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILICY LTRR TYPE OF INSURANCE I�L VIVO POLICY NUMBER (MMID YD/YYYY) EXP (MMIDDIYYYY) [MRS A X COMMERCIAL GENERALLIABIUTY Y 2660032 12/11/2020 12/11/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE TO PREMISES (EaENTED occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES JE PER: LOC PRODUCTS - COMP/OP AGG $ $ A AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 2660032 12/11/2020 12/11/2021 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA UAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' UABIUTY ANYPROPRIETOR/PARTNER/EXECUTIVEN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Certificate holder is named as additional insured with respect to the operations of the named insured only. ays i City of Clearwater Risk Management PO Box 4748 Clearwater FL 33758-4748 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEDREPRESENTATI d v'� ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserve TheACORD name and logo are registered marks of ACORD