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REVOCABLE SUB-LICENSE AGREEMENT - PLUMB HOUSE (2)BlatinialiMiclaikniirdilannitariittinliain THIS REVOCABLE SUB -LICENSE AGREEMENT Is made Wal entered into m this d 3 day dual 2022. by and between the CLEARWATER HISTORICAL SOCIETY, a non - meth corpormion. pterdnefbrreferred to an "Soaaety" or ,."). COMMUNITYI3BRVICB FOUNDA71ON, INC. a non pont cooperation (he eiaefer referred to ea "CFS' or "Sub - Licensee). and the CITY OF CLIZARWA'T111i. FLORIDA (hadrafter refenrad to as 'City" of "Ucensoe). sad collectively =Veda". WHEREAS. the Society Iia non-profit corpoatdon which owns a Mann known as dee 'Plumb House"; and WHEREAS. the "Plumb Have" Is an hlmoricd landau* which has been listed as an historical house with the Depaettnott of State. Dlnbba of Anddvea. Rutty and Records Management on the Stale of Florida Mester She film lad WHEREAS. since 19113. the stratum has bean located enroll property owned by the City known m 1W C. Wright Park gement to various revocable license agreements between the Soddy and city: and WHEREAS. the Revocable Limnos Agreement between the Society and City (Taal: July I. 2022 to lute 30.2037) the ehmailer referred toes "License Agreement") Is Incorporated by rearm' and aaaelted hereto es Exldbit A: and WHERFA.t the Society dates to eater Into a Revocable Sub -License Apeman (hereinaflcrrefined to as "Sub-Littera Ag menreot" or"Agreement') with CSF fora term of live tar) yaw's with an opdoi for en addldon ul morin of five (5) yams; WHEREAS. purulent to Section 13 of the Uoare Aggreanemq. the City must coma In cling to this Sublicense Agreement. NOW.11ItEW ORE. in consideration ofthe mutual promises ainadrial herein and other good and valuable consideration. the Pardee agree. that the above terms. recitals. mid rOpeatiMild001 at true; mad aec urine and we incorporated herein by reference. and the Pirtle) Sather agree so follows: I. fgogig The purpose of this Ste-Uoense Atte: amt Ii In condom to provide a location for the historical house. "Plumb House in gad C. Wright Park. All uses made ofthe Plumb Ihnama %hall be in conformance with the deed restrictions contained In the IW C. Wright Park Deed mated in OtEcial Records Honk 1546. pain $21. Paddle Records of Pinellas Comm). Florida. im 1 mix The mission of the Community Strike Fowithil n la to ssppm commit/ development and adbrdebk housing setas. All uses mode by CSF will be consisted with diet minion suaanars. 2. TIw The icon of this Suh Llceme Agrese amt shill be fora .period of five (S) years which *het on July 1.2022 end ends on hew 30, 2027. The Parties may extend WI Sub - License Agreement for an Widened Ave (5) years under the rims lams and candidate Mindy* agreed Spon wdthrg. The City. re he corrvenlence, may revoke this Sub -License Agreement by giving ninety (90) di admen notice. 3. Houma M..b E eh.oa: At im expense, CSF agrees to =i ile a the home in a safe end sehitmy condition in ooMbrmsnoe with dl appiieable laws, arid to cosdmae to keep the house restored as nearly as possible to itsarigind =Won. �. : CSF obeli make the Plumb Haas nvdhbla $ the Muni public for tours on a semi-menthiy keels in accordance with a sdhedde to be aabiWied by CSFB Addhiondly. CSF shall have individhuis available at meld tows to dlacum the history of the numb House and the history of the City with those members of the mend public desirbrg such information. Prior to the Plinth Hams being available to the general public for amass, CSF, at its pace. epees to repair and mom the Plumb Home to a side and natio c mditoa and in can8otmance with ail applicable laws. The City may inspect the Plumb Hosie 10 ensure caupllsace with this section prior so genial public Meer. S. imodmiglor At its expense, CS? shell provide al landeamimg in the immediate vicinity of the house. The Uig ihell be of a type dedpnated and mowed by the City's Park and Recreation Devotees. The City drill maintain the mai property htraeedistdy surrounding the house breludlnptdl landscaping {Uwe, shrubs and other lmdscephhg]. 6. Pmk jpg: CSF members and its questa may me the existing parking ihdlides at Ed C. Wright Parker Ross Nodose Park. 7. jam: At hs expense. CSF shall pay ell monthly charges for all utilities including voter. electric and telephone. 8. Iggepmityt and hal Henning CSF epees to Indemniljr and hold die City. I including its officers. *gents. and employees, hinnlem *cm any chime, lanes, lawsmits or *ries far all claims arising out of the restoration. maintenance and use of the Plumb House et Ed C. 'Wright Perk Nothing contained herein is intended to save as a waiver by the Cigr of its cove elyn Immunity. to extend the liability of the City beyond d the lin*, set katb 6m Section MA Moble Statuses, or be construed as consent by the City to the wed by t i d patties. 9. Moog CSF wl1l. it he own eotpense. acquire and maintain in during the term of this Agreement. sufficient btauranoe to adegmateiy pincer the bends of the patties. Specifically. CSF num any the idbwino minimum types and amounts of banana on an occurrence beds or in the case of coverage that cannot be obtained on em oeartanee bads, then =mile can be obuind on a dales-made bass with a minInntm three (3) year tail Mowing the tetmbntion or espieadon of thls Agreement, a. Commercial General Liability lummox coverage, including but not limited to Kendal apaatow, trnductskompktsd operations, products liability. contractual 'MON awe kyr mond may, dumb, property damaga and sexual moleaat1on and abuse in the minimum amount of SI ,000,000 (one million dollars) per occwmnoe end =000,000 (two minion dollars) general aggregate. b. Commercial Automobile i nubility Insurance coverage kW any owned. non-owned. hired or borrowed automobile is ngtdred in the mhttnnma amount of 11.000.000 (ane million dollars) combined single limit. c. Unless imbed by the bate of Fierlda, sututory Workers• Cloomp n imunnee coverage in accordance with the laws of the State of Florida, and &mplo3w's Liability insurance' in the mbdmwn mount of $100,000 (one hundred thousand doilies) tach employee ouch accident,1100.000 (ono hundred thousand dollars) each employee by disease end 1500,000 (five hundred diamond dolhts) sggnepete by dame with benefits afforded under the lata of the State or Florida. d If CSF is using he own properly. or the property of the City or other provider. In connection with the per[ernroece of its obligations under this Agoeemenl. dun ['sr, hquipment insurance or Property Insurance on an "Ail Rialis" basis with replacement cors curetap fix property and equipment In the cern. custody end control of cerins is required. e. Prior to the mromdon of this Against. and then mush) upon the amhhversary dates) of the innuance policy's renewal data(s) kr as.long m thii Agreement remm&n is eifect.CSF Ankh the Citywlth a Ceitifinte of laeahmttoe(a) evldaicIn$ ail of the coning, ed ibreh above and arming the City and Society as an "Additional lurxed.- in addition, Oen r queued in writag from the City. CSF will provide the City with certified copies afall applicable polkka. 10. Ming: All required notices and correspondence shell he sent by =Wild fedi to the followingaddresies: City: 'may ?Ammer P.O. Box 474$ Clerwatar, FL 34618 Allison Dolan, Paddent Clearwater Historical Society P.O. 8041175 Ciarwater. FL 33757 Ed Tblebe, Executive Director Commmhlg► Service Foundston, Inc. 925 Lakeview Road Clearwater. FL 33756 IL . Toxicor Haadoua Adjungw CSF co isms end agrees not to bring upon. more or gamine upon the City's properly or the Mucha itself area substance classified by slate or federal pavan n nt authority as a mode or hem:dove mataIsL CSF Acthar egress that It shall comply with ail governmental and other lass, rules, regulations. codes, mutes including. but not limited to fedend. state, county and maaicipml es they relate to stora1e. use and disposal of any substance whether tote or non-toxic. whether such substance is a thtonugmaed or men -made subarea and N hether the acme b a natural substance or tam -made, 12. hogna uaiti: The house. hs fixturoi and ill otaerparntment improvements made to CSF at ted ('. Wright Paris shall become the property of the City of Clearwater upon the termination nrrevwcatian of this Agmemeut. 13. llb 1gima= CSF may not snip my privilege' printed under this Sub -License Veining without %rilten apprrwal by the City. 14. the Parties do hereby covenant and agree that no person shall he c.rluded from 4 partidpedon in, denied the benefits of. or be otherwise anbjectcd to disc 'minden in die me of the premiee on the boob of race: color. religion. sex national origin, suability, or any other protected elm under fiend. state. and loci taw. I S. CSF Rpm to comply sr th all laws. reties. requirements. orders. directives. coda. ordinances and regulations of governmental authorhiei and *geodes and of htntrence orders during the lith of this Agreement. CSP agrees to obtain all necessary permits in accordance with applicebia City Codaof rdinenoec and Florida State law. CSF stall be responsible for conducting Level I or 11 criminal beckgroand checks for Its employees andbr volunteers. as may be retell b) lac. 16. This Sub -Licence Agreement does not relieve the Society of any He obligstinns and responsibilities wader the Crease Agreement. The Society hereby eters into tide Sub-Liceme AW-eniem. 11. The City hereby caveats to this SubYLicaue Agreement. td. Neigaggaij : Tide Agreement sbail be deemed to be a use agreement of a ren ocabk Ikeaoe and shall not be deemed to be a hese or conveyance of wry real propm y► rights nor shall this Agreement constitute an agreement floe the me dread property that would subject the Panic to the pros isiona ofany statute reewding landlord and tenant rights. The Society agrees and shall not obtain any prescriptive rights, rawness, or other lead or equitable intim in the City's property or any pianism of the City by reason of the execution of this Agneeaent. or by compliance with the terms thereof. The paining of tisk license does not met is the Society any interest in the City's Property or any promises of the City which may be mortgaged encumbered. or limed. and no action of dee Society shall canoe or mate any interests is real estate or any encumbrance upon any such real property. [Remainder of Page Intentionally Left Blank) 5 IN WITNESS WIIEREOP. the Paries have caused theirduly authorized officers to execute this Revocable Sub -Linen Agreement on the day and year Ste above written. Coumentigned; COMMUNITY SERVICE FOUNDATION. INC. Ptealdeae' .E ' SIE; i�%Witt CLEARWATER HISTORICAL SOCIETY. INC. .&*(e(11,?._ y: � r,y Preddent CITY OP CLEARWATER. FLORIDA ig 0 -.:TZ Jon Jennings City Manager Apwnned as to form. Atm Ono Knhkr Lead Mshtml c • t} Attorney R REVOCABLE LICENSE AGREEMENT PLUMB HOUSE THIS REVOCABLE LICENSE AGREEMENT is made and entered into on thioZ'3 day June, 2022, by and between the CLEARWATER HISTORICAL SOCIETY, a non-profit corporation, (hereinafter referred to as "Society" of "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 30, 2022; and WHEREAS, the Society and the City desire that the License continue for another fifteen (1 S) year term under the same terms and conditions as the exiting 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 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 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 Agreement shall be for a period of fifteen (15) years which begins on July I. 2022 and ends on June 30, 2037. The City, at its convenience, may revoke this License Agreement by giving ninety (90) days written notice. 3. House Maintenance: At its expense, the Society agrees to maintain the house in a 1 Exhibit 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: The Society 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 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. Prior to the Plumb House being available to the general public for access, the Society or its assigns. 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, the Society 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: The Society members and its guests may use the existing parking facilities 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. Indemnity and Hold Harmless: The Society 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 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: The Society 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. the Society 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 SI,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 the Society 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 the Society'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 remains in effect, the Society 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, the Society 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. 0. Box 4748 Clearwater. FL 34618 3 Society: Allison Dolan, President Clearwater Historical Society P. O. Box 175 Clearwater, FL 33757 11. 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. The Society 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 the Society at Ed C. Wright Park shall become the property of the City of Clearwater upon the termination or revocation of this Agreement. 13. Assignments: The Society may not assign any privileges granted under this 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. 15. The Society 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. The Society agrees to obtain all necessary permits in accordance with applicable City Code of Ordinances and Florida State law. The Society 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. No Property Rights: This Agreement shall be deemed to be a use agreement of a revocable license and shall not be deemed to be a lease or conveyance of any real property rights nor shall this Agreement constitute an agreement for the use of real property that would subject the Parties to the provisions of any statute regarding landlord and tenant rights. The Society agrees and shall not obtain any prescriptive rights, easements, or other legal or equitable interest in the 4 City's property or any premises of the City by reason of the execution of this Agreement, or by compliance with the terms thereof. The granting of this license does not vest in the Society any interest in the City's Property or any premises of the City which may be mortgaged, encumbered, or liened, and no action of the Society shall cause or create any interests in real estate or any encumbrance upon any such real property. IN WITNESS WHEREOF, the Parties have caused their duly authorized officers to execute this License Agreement on the day and year first above written. CLEARWATER HISTORICAL SOCIETY, INC. By:(11-46611 Countersigned: Ap ved as to form: te/4A Owen Kohler Lead Assistant City Attorney President CITY OF CLEARWATER, FLORIDA e. /14.fte? it"N•Ae. Jon Jennings City Manager Attest: Rosemarie Call City Clerk S