REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT
THIS REVOCABLE LICENSE AGREEMENT is entered into as of this 2D day of
i ei er , 2025, between the City of Clearwater, a municipal corporation of the
State of Florida, whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-4748
("Licensor") and Interstate Amusements ("Licensee).
WHEREAS, Licensor is the owner of certain real property located in Pinellas County,
Florida hereinafter referred to ("Premises"); and
WHEREAS, the Licensee was selected, from two respondents who offered a Ferris
wheel as part of their response to RFP 35-25, as the most qualified; and,
WHEREAS, Licensor is willing to grant Licensee a license for occupancy and
utilization of the Premises, subject to the terms and conditions stipulated herein (the
"License"):
NOW, THEREFORE, itis mutually agreey as follows:
1. Relationship with terms of RFP 35-25: ,
The terms of this agreement are intended to comply with RFP 35-25.. If the terms of
this agreement conflict with RFP 35-25 then the RFP term will prevail.
2. License Premises and Term:
Lice, sor hereby grants to Licensee a revocable, non-exclusive License to occupy and
use Licensor's property. .as more particularly described in Exhibits "A" and "B
attached hereto and made a part hereof, (the "License Premises"), subject to the terms
and conditions herein set forth, commencing on Nove.mbler 20, 2025 and expiring on
December 31, 2026 ("License Term"), unless sooner terminated as herein provided.
The License Premises shall be used for the sole purpose of installing and operating
(1) a Ferris Wheel and (2) a ridable - trackless miniature railway/train. Licensee shall
provide the City with photos and descriptions. and attach same to this agreement.
Licensee's Concessions shall be located within the License Premises in conjunction
with other Licensees as determined by Licensor in its sole dissection. Licensor
reserves the right to request immediate relocation of the License Premises, and as
such, Concessions, at its discretion. The Concessions may be substituted upon
written approval by the Director of the Parks & Recreation Department.
3. No Ir terest In Land:
This License is not coupled with an interest in the land. It is expressly understood that
this License Agreement does not in any way whatsoever grant or convey any
permanent easement, lease, fee, or other real property interest in the property to the
Licensee. This License Agreement is not exclusive, and City specifically reserves the
right to grant other rights of entry to the Property if the same do not interfere with the
rights granted to Licensee herein.
4. Options to Renew:
The parties may extend this License for up to four, one-year periods, on the same
terms and conditions as are set forth herein by written agreement at least 60 days
prior to the agreement expiring.
5. License fee:
That for and in consideration of the foregoing rights and privileges, Licensee shall pay
monthly fee equal to 20 percent of the monthly gross revenue to Licensor, during the
Term ("License Fee"). The License Fee shall be paid on or before the 15th of each
month accounting for the prior month's operations. Subject to any applicable usury
law, a late payment fee of five percent will become due and payable if Licensee fails
to pay the monthly License Fee within five business days of the due date (due date
inclusive; 19th of each month). No more than three instances, of late payments are
permitted within any given calendar year.. A. clear and detailed,accounting ("Report")
of the daily revenue shall be. submitted on or before the A
5th of each month accounting
for the prior month's operations. The Report shall be emailed to the Project Manager
and Parks & Recreation Controller listed under Licensor in Section 11, below, as a
clean (non -scanned; direct conversion) pdf. The submittal of the License Fee and/or
Report are subject to interruptions due to a Force Majeure which, for these_ purposes,
is defined as any delays or failure to perform any obligation under this Agreement due
to acts of God, strikes, or other disturbances, including, without limitation, terrorist
acts, war, insurrection, embargoes, governmental restrictions, acts of governments or
governmental authorities, and any other cause beyond the control of such party.
Failure by the Licensee to pay the monthly License fee. and/or more than three late
payments within a calendar year shall be deemed a material default of this License
and the Licensor may, at its discretion, terminate the License immediately. Upon a
written notice of termination by the. Licensor, licensee shall vacate the Premises
immediately, but in no event later than 48 hours from receipt of such written notification
of termination.
6. Costs of Operations:
a. Licensee shall pay all costs of its License operations,, including but not limited to,
utilities, as available. When electric is available the Licensee shall install an electric
meter dedicated to the attraction and shall be responsible for costs of permitting
and installation of the meter. If electric is unavailable atthe time of approval, and
adoption of this agreement, the Licensee may provide ,their own power via
generator(s) until such time as electric is made available. The City shall make
every reasonable effort to provide electric power as practicable but is under no
obligation to do so. Licensee shall be responsible for any costs resulting from
facility/amenity upgrades, which must be authorized by the City in writing (i.e. High -
Speed Internet Wi-Fi, Security Cameras). All electric costs associated with the
attraction shall be borne by the Licensee. Prior to installation of a dedicated meter
those costs shall be estimated by the Licensor.
b. The City shall not be liable for any costs associated with the transportation,
installation, removal, storage, or security of vendor -owned assets. The Vendor
shall be required to restore the site to its original condition, less reasonable wear,
upon the conclusion of services or termination of the agreement.
7. Permitting:
The inability by the Licensor or the Licensee, after exhausting all reasonable efforts,
to secure any required and necessary building permits which in turn render the
operations of the attraction impracticable shall not be considered a breach of
agreement and shall render this agreement null and void.
8. Independent Contractor:
This License does not create a partnership, joint ventu,re,, or any:affiliation other than
Licensor and Licensee The Licensee agrees that persons employed by Licensee for
purposes related to the installation operation or other purposes under;this License
are not employees of the. Licensor for any purpose whatsoever,. including
unemployment tax, social security contributions,, income tax withholding or worker's
compensation, whether state or Federal. Licensee agrees to pay and be solely
responsible for all applicable taxes, both state and federal, in connection with its
operations and the License Fee paid. by Licensee to Licensor.
9. Licensee duties and responsibilities:
a. Licensee shall provide various amusements as specified in Section 1, above, that
comply with and meet all industry -acceptable safety and operating standards.
b. Licensee shall set up. the site, .including securely anchoring the concessions,
fencing off the area, and setting up an area for ticket sales.:
c. Licensee shall operate in or on the License Premises, as designated by Licensor.
Hours of operation shall be Monday through Sunday hours to be approved by the
City.. During Turtle Nesting Season (May 1 through October 31) additional
restrictions may be applied by Licensor on lighting and hours of operations in
accordance with City policy and/or any applicable' law(s). The City reserves the
right to shut down the operation of the concessions if, in its sole discretion, it is in
the best interest of the City, or to protect the safety and welfare ofthe public.
i. A hurricane plan which details the securing and/or removal of the attraction if/as
necessary shall be in place and submitted to and approved by City Staff within 30
days of the initial approval of this agreement and then subsequently on or before
the renewal date each year thereafter.
All equipment must comply with applicable safety, environmental, and accessibility
standards, and must be delivered, installed, and operational by the agreed upon
project commencement date.
j•
10. Insurance: See Attachment A
11. Liability/indemnification:
Licensee agrees to indemnify, defend, and hold harmless the City, its officers,
agents, and employees from and against any and all claims, damages, losses, and
expenses, including but not limited to attorney's fees, arising out of or resulting
from the performance of this Contract, provided that any such claim, damage, loss,
or expense is attributable to bodily injury, sickness, disease, or death, or to injury
to or destruction of tangible property, including the loss of use resulting therefrom,
to the extent caused in whole or in part by any negligent act or, omission of the
Licensee, anyone directly or indirectly employed by the Contractor, or, anyone for
whose acts the Contractor may be liable. Nothing contained herein shall be
construed to waive or modify the provisions of Florida Statute 768.28, as may be
amended, or the doctrine of sovereign immunity. 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.
12. Maintenance and Operations:
. Licensee shall, at its sole cost and expense:
a. Maintain the Premises in a safe, clean and proper manner:
b. Secure any and all licenses or permits required by any governmental agency or
authority with respect to Licensee's operation of the concessions, occupancy and
use of the Premises, including any and all rights. or licenses required under
applicable copyright or trademarklaw;
c. Secure and be responsible for the security of the concessions at close of business
each day and during hours of operation:
d. Not make or permit to be made any. alterations, .additions or improvements in the
Premises without the prior written consent of Licensor.; •
e. Not permit any mechanic's lien to be filed against the Premises by reason of any
work, labor, service or materials performed at or furnished to the Premises; and
f. Abide by all rules and regulations established by Licensor, from time to time, with
respect to the use and occupancy of the Premises.
g. Admission shall be administered via a POS system to be approved by the Licensor
and purchased by the Licensee.
All signs used at the Premises shall be subject to Licensor's prior approval and
applicable law.
13. Notices:
All notices to either party must be sent by either U.S. Mali or e-mail to the addresses
below:
As Licensor
City of Clearwater
P.O. Box 4748
Clearwater, FL 33758-4748
Kris.Koch@myclearwater.com
As to Licensee
Interstate Amusements
•fD I"7
14. Binding•
The provisions of this License shall be binding upon and inure to the benefit of the
heirs, personal representatives, and successors of the parties, as permitted herein.
Any provision hereof which imposes upon Licensor or Licensee, any obligations after
termination or expiration of this License Agreement, shall survive termination or
expiration hereof and be binding upon Licensor or Licensee.
15. This License is personal to Licensee:
It is not assignable, and any attempt to assign this License shall immediately terminate
the License privileges granted to Licensee hereunder. In addition, Licensee shall not
sell, mortgage, pledge or in any manner transfer this License Agreement or any
interest therein, not sublet all of any part of the Premises or license considerations
therein. Licensee shall notify Licensor of any name change made in accordance with
applicable law.
16. Relationship between Parties:
Nothing contained herein shall be deemed or construed by the parties hereto, nor by
any third party, as creating the relationship of principal and agent or of partnership or
of joint venture between the parties hereto it being understood that nothing contained
herein, or any acts of the parities hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of Licensor and Licensee.
17. Statutes and Ordinances:
Licensee agrees to comply with all local, state, and federal statutes and ordinances,
and is responsible for obtaining all necessary state and local permits prior to setting
up and operating the concessions and maintaining same during the entire time or
operations.
18.Advertisinq and Public Communications:
All advertising or related communications pertaining to Licensor vis-a-vis either
License Premises or as related in any way to the City of Clearwater, its
representatives, employees and/or designee must be pre -approved in writing by the
Licensor,
19. Entering Premises:
Licensor shall have the right to enter upon the Premises at all times. Licensor shall
not unduly interfere with Licensee's business.
20.Ad valoremltax obligations:
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.
21.Terms, Conditions and Covenants:
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.
22. Public records disclosure.
In addition to all other contract requirements as provided by law, the Licensee
executing this agreement agrees to comply with public records law specifically to:
a. Keep and maintain public records that ordinarily and necessarily would be required
by the public agency in order to perform the service being provided by the
contractor hereunder.
b. Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed
the cost provided forin Chapter 119, Florida Statutes, as may be. amended from
time to time, or as otherwise provided by law.
c. Ensure that the public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
d. Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the contractor upon termination
of the contract and destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. All records
stored electronically must be provided to the public agency in a format that is
compatible with the information technology systems of the public agency.
e. The contractor hereby acknowledges and agrees that if the contractor does not
comply with a public records request, the public agency shall enforce the contract
provisions in accordance with the contract.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
727-562-4092
Rosemarie.Call@myclearwater.com
600 Cleveland Street, Suite 600
Clearwater, FL 33755.
23. Governing Law:
This Agreement shall be administered and interpreted under the laws of the State of
Florida. The exclusive venue for any proceeding or suit in law or equity arising from or
incident to this Agreement will be in Pinellas County Florida.
24. E -Verify:
Licensee and its Subcontractors shall register with and use the E -Verify system to
verify the work authorization status of all newly hired employees. Licensee will not
enter into a contract with any Subcontractor unless each party to the contract registers
with and uses the E -Verify system Subcontractor must provide Licensee with an
affidavit stating that subcontractor does, not employ, contract with, or subcontract with
an unauthorized alien. Licensee shall maintain a copy of such affidavit.
25. Business Tax Receipt (BTR):
The Licensee shall obtain and maintain,. a. valid BTR during the entire term of this
Agreement.
26. Termination by Licensor:
a. Licensor may terminate this License Agreement immediately, at will, in Licensor's
sole discretion, with or without cause. This License Agreement may also be
terminated at any time upon the mutual written agreement of Licensor and
Licensee.
b. The City may terminate this Agreement on the good faith belief that Licensee or its
Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). If
this Agreement is terminated pursuant to Florida Statute 448.095(2)(c), Licensee
may not be awarded a public contract for at least one year after the date of which
this Agreement was terminated. Licensee is liable for any additional costs incurred
by the City as a result of the termination of this Agreement See Section 448.095,
Florida Statutes (2020).
c. The City may also terminate this Agreement if it is found that:
i. Any necessary business or health permit has been suspended or revoked; or
ii. A BTR has lapsed or has not been otherwise obtained; or
iii. The Licensee fails to comply with any requirement of this Agreement; or
iv. The operations of the attraction is deemed to be a threat to public safety, in
which case the permit may be revoked immediately without notice or
compliance with the requirements described above; or
v. The operations of the attraction is deemed by the City to not be in the City's or
the public's best interest, no longer meets the purpose and/or intent of the
zoning district or any applicable overlay/special area plan and/or is simply no
longer a desired use/activity.
Upon termination of this Agreement, the Parks & Recreation Department Director shall
give written notice of such action by certified mail, return receipt requested, to the
permittee at the address listed in this Agreement, stating the reason(s) for revocation.
The revocation shall become effective 15 days following mailing of the notice.
LICENSEE: L /j
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COMPAN dJAME
By:
NAME
Title: YYIG►nct3sA W
Countersigned:
FLORIDA
By..
Je "` er '` oirrier
City Mar ager
Approved as to form:
By:
Melissa Isabel
Assistant City Attorney
C -D1\) ,P(W\a*
CITY OF CLEARWATER,
Attest:
Rosemarie Call
City Clerk
Exhibit A
Site Plan Coachman Park
vicinity Map
01,461
MIS
CITY OF CLEARWATER, FLORIDA
MUM AMC IMOSATION
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Exhibit "A"
Coachman Park Farris Wheel and
Electric Train Path
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Exhibit B
Site Plan Pier 60 Park
Vio , y Map
CITY OF CLEARWATER, FLORIDA
PARKS AHD RAO RKATIOR
ALL Ht
Exhibit 'B"
Pier GO Park Ferris Wheel
Exhibit C
Photos of Approved Equipment
LICENSE= NAME:
DATE: -1
By signi is for ams earing or affirming that all individuals employed by
Exhibit D
AFFIDAVIT OF CRIMINAL BACKGROUND SCREENING
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(Licensee) providing services to City under this Revocable
License Agreement on behalf of Licensee on City property, have background screened in
accordance with the background screening requirements set forth in the Revocable
License Agreement and been deemed eligible by Licensee to provide services as described
in the Revocable License Agreement. The information contained in this Affidavit is up to
date as of the date this Affidavit is furnished to City Parks and Recreation Department per
the requirements of Section 7( h) of the Revocable License Agreement.
All individuals providing services under the Revocable License Agreement on City property
are listed below. Each individual shall be identified by name, birth date and date deemed
eligible. This affidavit must be provided to the City on the annual anniversary of the date
above, for as long as this agreement is effective.
(List of Individuals)
Name
Birth Date
Date Deemed Eligible
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City of Clearwater
Attn: P&R Department
P.O. Box 4748
Clearwater, FL 33758-4748
c. Contractor shall provide thirty (30) days written notice of any cancellation, non-
renewal, termination, material change or reduction in coverage.
d. Contractor's insurance as outlined above shall be primary and non-contributory
coverage for Contractor's negligence.
e. Contractor reserves the right to appoint legal counsel to provide for the
Contractor's defense, for any and all claims that may arise related to Agreement,
work performed under this Agreement, or to Contractor's equipment, or service.
Contractor agrees that the City shall not be liable to reimburse Contractor for any
legal fees or costs as a result of Contractor providing its defense as contemplated
herein.
The stipulated limits of coverage above shall not be construed as a limitation of
any potential liability to the City, and failure to request evidence of this insurance
shall not be construed as a waiver of Contractor's obligation to provide the
insurance coverage specified.
INDEMNIFICATION/LIABILITY:
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and
hold the City, its officers, agents, and employees, harmless from and against any
and all liabilities, demands, claims, suits, losses, damages, causes of action, fines
or judgments, including costs, attorneys', witnesses', and expert witnesses' fees,
and expenses incident thereto, relating to,, arising out of, or resulting from: (i) the
services provided by Contractor personnel under this Agreement; (ii) any negligent
acts, errors, mistakes or omissions by. Contractor or Contractor personnel; and (iii)
Contractor or Contractor personnel's failure to comply with or fulfill the obligations
established by this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the
City of any issues that may involve the independent negligence of the City that is
not covered by this indemnification. .
c. The City assumes no liability for actions of Contractor and will not indemnify or
hold Contractor or any third party harmless for claims based on this Agreement or
use of Contractor -provided supplies or services.
Attachment A
CITY OF CLEARWATER
INSURANCE REQUIREMENTS
Ferris Wheel Licensee 2025
The Vendor, Lessee, or Licensee referred to as "Contractor" 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 Contractor's deductible or self-insured retention and to require that it be reduced or
eliminated.
SpecificGlly, the Contractor 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:
The below insurance limits may be achieved `by a combination of primary and
umbrella/excess liability policies.
a. Commercial General Liability Insurance coverage, including but not limited to,
bodily injury, personal injury, death, property damage, advertising liability, premises
operations, products/completed operations, severability of interest, and
contractual liability 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 for in state travel is required in the minimum
amount of $1,000,000 (one million dollars) combined single limit.
c. Unless waived by the State of Florida and proof .of waiver, is provided to the
City, Worker's Compensation (WC) & Employer's Liability Insurance coverage
for all employees engaged under the Agreement, Worker's Compensation as
required by Florida law and Employer's Liability with minimum limits of
i. $500,000 bodily injury each employee and each accident, $500,000 bodily
injury by disease each employee, and $500,000 bodily injury by disease policy
limit for quotes or agreements valued at $50.000 and under or
d. Licensee will ensure that all equipment can be broken down within 48 hours and
licensee is responsible for removing and setting up all equipment.
e. Licensee will dismantle and secure off-site all components of the attraction in the
event of severe weather as determined by City of Clearwater staff.
f. Licensee will ensure that the equipment are run and operated by property trained
employees and that Licensee has provided any and all necessary and appropriate
technical, safety and operational training for its employees to carry out operations
in a safe manner. It is highly encouraged that all employees obtain CPR & First Aid
Certifications however, at a minimum, at least one employee on duty has this
training. By entering into this License Agreement, Licensee represents that each
employee has specific technical, safety, and operational training.
g. Licensee acknowledges that Licensee, including its employees, volunteers, and
representatives are allowed by law to work with children, the elderly, and/or the
disabled. Therefore, if not otherwise required to conduct background checks by
law, Licensee voluntarily agrees to register with the Florida Department of Law
Enforuement ("FDLE") to participate in the Volunteer & Employee Criminal History
System ("VECHS") for background checks, as authorized by the National Child
Protection Act ("NCPA"), as amended, and Florida Statute, 943.0542, (1999), as
may be amended from time to time. Licensee agree to secure the highest level of
background screening available under VECHS, andthat this level of background
screening is necessary to effectively screen out those. not suitable for contact with
children, the elderly and/or the disabled. Licensee, voluntarily agrees to require
such screenings in accordance with the processes and procedures set forth by the
FDLE and the FBI to secure criminal history informationonits employees,
volunteers, and representatives. The Licensee acknowledges that the VECHS
program is not available to entities currently mandated to obtain background
checks by statute or other law. Licensee shall pay all costs associated with such
background checks and will submit an Affidavit of Criminal Background Screening
in substantially the form attached hereto, and incorporated herein, as "Exhibit D".
Licensee shall secure releases from screened parties, use saidcriminalhistory
information only as permitted by law and shall unilaterally make the determination
of a screened parties' fitness and suitability for working with children, the elderly
and/or the disabled. Licensor shall not be required to. make, such a determination
under any circumstance. Licensee shall submit the ; Affidavit of Criminal
Background Screening to Licensor prior to beginning its operations under this
agreement. If for any reason, including denial of eligibility by. the Florida
Department of Law Enforcement, Licensee, is. unable to secure background. checks
in accordance with the VECHS program, Licensee shall secure the highest level
of background screening allowed by law.
h. All replacement or new amusements components must be approved by the City.
ii. $1 million bodily injury each employee and each accident, $1 million bodily
injury by disease each employee, and $1 million bodily injury by disease policy
limit for formal solicitation and agreements exceeding $50,000.
Coverage should include Voluntary Compensation, Jones Act, and U.S.
Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage
must be applicable to employees, contractors, subcontractors, and volunteers, if
any.
d. Umbrella or Excess Liability coverage in a minimum amount of $3,000,000
(Three million dollars).
e. Business Owner/Personal Property coverage including, but not limited to, All
Other Perils, Named Windstorm, and Flood in an amount equal to the assets value
owned.
f. Product/ Equipment Liability (or Ride -Specific Liability) coverage malfunctions of the
ride
WAIVER OF SUBROGATION — With regard to any policy of insurance that would pay
third party losses, Contractor hereby grants the City a waiver of any, right to subrogation
which any insurer of the Contractor may acquire against the City by virtue of the payment
of any loss under such insurance for liability and workers compensation coverages.
Contractor agrees to obtain endorsement that may be necessary to affect such waiver,
but this provision shall apply to such policies regardless of whether the city has
received a waiver of subrogation endorsement from each insurer.
Other Insurance Provisions.
a. 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 Contractor 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" with respect to general and auto
liability coverages.
b. In addition, when requested in writing from the City, Contractor 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: