REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (this "Agreement") is entered into by and between
the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City"), and
JEMB POCONO LLC, a Delaware limited liability company ("Licensee" and collectively with
the City, the "Parties").
RECITALS
WHEREAS, The City is the owner of certain real property located along Beach Walk on
Clearwater Beach and more particularly described on Exhibit "A" attached hereto (the
"Property"); and
WHEREAS, the Property is located adjacent to certain property located at 100 Coronado
Drive, Clearwater, FL 33767 on Clearwater Beach owned by Licensee; and
WHEREAS, Licensee seeks to develop a portion of the Property to establish an outdoor
dining area as depicted on Exhibit "B" attached hereto (the "Amenity Area"); and
WHEREAS, The City desires to license the Amenity Area to Licensee for the
aforementioned use.
NOW THEREFORE, in consideration of the mutual promise and covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
Article I. Recitals and License of the Amenity Area
1.1 Recitals. The recitals set forth above are true and correct and are incorporated
herein by reference.
1.2 License. The City hereby grants to Licensee, for the purpose of establishing and
operating an outdoor dining area, a revocable license (the "License") to enter upon, use, occupy,
and exercise control of the Amenity Area and to use all rights of access to the Amenity Area.
Licensee shall be permitted to serve food and alcoholic beverages within the Amenity Area so long
as such service is connected to and actual food cooking and preparation takes place at Licensee's
adjacent hotel restaurant and not in the Amenity Area. Licensee agrees that there shall be no
outdoor amplified music in the Amenity Area after 11:00 p.m. until 10:00 a.m. on Sunday through
Thursday, or after 12:00 a.m. until 10:00 a.m. on Friday and Saturday. The hours of operation of
the Amenity Area shall match the operational hours of the hotel restaurant it is meant to serve.
Article II. Appointment of Licensee and Duties
2.1 Engagement of Licensee. The City hereby grants permission for Licensee to use the
Amenity Area as provided in Article 1, Section 1.2 and agrees that it will not engage or assign any
rights for the operation of the Amenity Area to another person or entity.
Page 11
2.2 Duties of Licensee. Licensee, at Licensee's cost, shall take such actions and
perform such duties as Licensee deems necessary and desirable for the management and operation
of the Amenity Area.
2.3 Payments to the City. For a period of five (5) years following the date of execution
of this Agreement (the "Execution Date"), Licensee shall pay to the City a license fee in the amount
of One Thousand Dollars and 00/100 Cents ($1,000.00) per month. Beginning in the sixth (6th)
year following the Execution Date, the license fee shall increase by three percent (3%) annually
and Licensee shall pay to the City such increased license fee monthly. The license fee shall be due
and payable on the first day of each month. However, the City may agree to accept payment of the
license fee on an annual basis so long as such payment encompasses the entire year's monthly
fees.
Article III. Rights of City
3.1 Notwithstanding any other provision of this Agreement, the City has the right to
enter all portions of the Amenity Area to conduct inspections or exercise any other rights it has
under this Agreement. However, the City shall provide reasonable advance notice to Licensee prior
to entry upon the Amenity Area and shall use reasonable best efforts to exercise its rights hereunder
with minimal interference or disruption to any of Licensee's operations or work conducted under
this Agreement.
Article IV. Term
4.1 Term. Unless terminated earlier pursuant to the terms and conditions of this
Agreement, the initial term of this Agreement shall begin on the Execution Date and shall continue
for a period of thirty (30) years from the Execution Date (the "Initial Term"). Provided that
Licensee is not then in default, the Agreement will automatically renew for two (2) successive five
(5) year periods thereafter (each, a "Renewal Term," and the Initial Term and all Renewal Terms,
collectively, the "Term").
4.2 Early Termination. This Agreement may be terminated early, consistent with the
provisions listed below:
(a) For Convenience. The City may terminate this Agreement upon ninety (90)
days' prior written notice for any reason. However, if such termination is to occur during the first
five (5) years of this Agreement, such termination will require a finding of the Clearwater City
Council at a duly noticed City Council meeting that the Property is required for a municipal
purpose. The City shall provide Licensee no less than thirty (30) calendar days' written notice of
a City Council meeting required to terminate this Agreement. Licensee may terminate the
Agreement upon six (6) months prior notice to the City for any reason.
(b) For Cause. The non -defaulting party may terminate the Agreement upon
determination in good faith by the non -defaulting party that there was a material breach of the
Agreement that remained uncured following notice and opportunity to cure as provided in Article
V, and the termination will be deemed effective immediately, or upon such other date as specified
in a notice of termination, provided that termination shall have been approved by the Clearwater
Page 12
City Council at a duly noticed City Council meeting following failure to cure such material breach
by Licensee, with written notice of such City Council meeting being provided to Licensee no less
than fifteen (15) days prior thereto.
4.3 Surrender; Effect of Termination. Upon termination of this Agreement,
permission to use the Amenity Area, shall be revoked. Thereafter, Licensee shall promptly vacate
and surrender to the City the Amenity Area. In any event, such surrender shall be complete thirty
(30) days following effective date of termination. Licensee shall remove any of its assets it
determines, in its sole discretion, to retain and make any repairs necessitated by such removal
within the period set forth herein.
Article V. Default and Remedies
5.1 It shall be a material default for either of the Parties to fail to abide by any term,
covenant, or condition of this Agreement.
5.2 Additional Remedies for Material Default. If a material default remains uncured
thirty (30) days after written notice thereof to the defaulting party, then in addition to right of
termination of this Agreement, the non -defaulting party may pursue any and all legal or equitable
remedies to which the non -defaulting party is entitled, including an action for declaratory or
injunctive relief. The non -defaulting party will have all other rights granted under this Agreement
and all rights at law or in equity that may be available to it. This Article V shall survive the
termination of this Agreement.
Article VI. Insurance
6.1 Survival; Limitations. The obligations of the Parties under this article shall survive
the expiration or termination of this Agreement. Other than as expressly set forth in this
Agreement, neither Party shall be liable or responsible for any indirect, incidental, punitive or
special damages, whether based upon breach of contract or warranty, negligence, strict tort liability
or otherwise, and each Party's liability for damages or losses hereunder shall be strictly limited to
direct damages that are actually incurred by the Party.
6.2 Licensee Insurance Requirements. Licensee shall be required to maintain, at its
cost, the following policies of insurance with the following limits, maintained with a carrier having
an AM Best Rating of A -VII or better, with coverage on an occurrence basis or, if unavailable, on
a claims -made basis with a minimum three (3) year tail following termination or expiration of this
Agreement, and naming City as an additional insured on the policies. Copies of the insurance
policies shall be provided to the City within thirty (30) days of the commencement of the Term
and annually thereafter. The insurance limits set forth below may be achieved by a combination of
primary and umbrella/excess liability policies. Such policies shall provide thirty (30) days' written
notice to the City prior to any cancellation, nonrenewal, termination, material change, or reduction
in coverage, and shall be primary and non-contributory for Licensee's negligence.
(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, and property damage in the minimum amount
Page 13
of One Million Dollars and 00/100 Cents ($1,000,000.00) per occurrence and Two Million
Dollars and 00/100 Cents ($2,000,000.00) general aggregate.
(b) Commercial Automobile Liability Insurance coverage for any owned, non -
owned, hired or borrowed automobile is required in the minimum amount of One Million Dollars
and 00/100 Cents ($1,000,000.00) combined single limit.
(c) Professional Liability/Malpractice/Errors or Omissions Insurance
coverage appropriate for the type of business engaged in by the Respondent with minimum limits
of Two Million Dollars and 00/100 Cents ($2,000,000.00) per occurrence. If a claims -made form
of coverage is provided, the retroactive date of coverage shall be no later than the inception date
of claims -made coverage, unless the prior policy was extended indefinitely to cover prior acts.
Coverage shall be extended beyond the policy year either by a supplemental extended reporting
period (SERP) of as great a duration as available, and with no less coverage and with reinstated
aggregate limits, or by requiring that any new policy provide a retroactive date no later than the
inception date of claims made coverage.
(d) Crime and Employee Dishonesty Insurance coverage must include fidelity
insurance for reimbursement to an employer for these types of losses. Third -party fidelity
coverage is also required to cover the acts of an employee against an employer's clients. Please
provide coverage using ISO form CR 00 01 Employee Dishonesty Coverage Form or its
equivalent and shall include ISO endorsement CR 04 01 Clients' Property or its equivalent and
ISO endorsement CR 20 14 Loss Payable or its equivalent.
(e) Workers' Compensation Insurance and Employer's Liability Insurance
with Workers' Compensation limits in statutory amount, unless waived by the State of Florida
and proof of waiver is provided to the City, and Employer's Liability Insurance in the minimum
amount of Five Hundred Thousand Dollars and 00/100 Cents ($500,000.00) each employee each
accident, Five Hundred Thousand Dollars and 00/100 Cents ($500,000.00) each employee by
disease, and Five Hundred Thousand Dollars and 00/100 Cents ($500,000.00) disease policy
limit. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if
any.
Article VII. Confidentiality
7.1 Confidentiality. Licensee shall identify any trade secrets in any communications
with the City and shall communicate those to the City only as required. The parties acknowledge
that the City must comply with the Public Records Law as to any records in the City's possession
or control. To the extent that the City receives a request that may be eligible for protection or
redaction as a trade secret, the City will promptly notify Licensee of the request. The City
Attorney's Office will confer with the Licensee or Licensee's legal counsel, but the Parties
recognize that the City must and will ultimately determine whether records in its possession are
releasable under Florida law.
Page 14
Article VIII. Indemnification
8.1 Indemnification by Licensee.
(a) Licensee agrees to assume all risks of the Amenity Area and all liability therefore, and
shall defend, indemnify, and hold harmless the City, its officers, agents, and employees from and
against any and all loss, liability, and damages of whatever nature, to persons and property,
including, without limitation the generality of the foregoing, death of any person and loss of the use
of any property. 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 Amenity Area or Licensee 's operations or those of any
approved or unapproved invitee, contractor, subcontractor or other person approved, authorized, or
permitted by Licensee in or about the Amenity Area, including losses, liability, and claims related to
air and noise pollution, or any other operations pursuant hereto, whether or not based on negligence.
Licensee shall defend all such claims, demands, and suits, whether groundless or not, at Licensee's
own cost and expense. Further, Licensee does hereby covenant and agree to indemnify, hold
harmless, and defend the City, its officers, agents, and employees, from and against any and all loss,
liability and damages arising out of or in any manner related to any breach by Licensee, its agents,
employees, invitees, licensees, contractors, subcontractors, whether approved or unapproved, of any
of the terms, conditions, or other provisions of this Agreement.
(b) Licensee agrees to defend, indemnify, and hold harmless the City, its officers, agents, and
employees from and against any and all claims or liability for compensation under any Workers'
Compensation statute or law arising out of injuries sustained by any employee of Licensee or any
licensee, contractor, subcontractor of Licensee.
(c) Licensee's obligation to defend, indemnify, and hold harmless, as set forth in this Article,
shall include any and all attomeys' fees and investigative expenses incurred by Licensee in the defense
and handling of said suits, claims, damages, and the like, and in enforcing and obtaining compliance
with the provisions of this Article.
8.2 Survival; Limitations. The indemnity obligations of the Parties hereunder shall
survive the expiration or termination of this Agreement.
8.3 Sovereign Immunity. Nothing herein is intended to serve as a waiver of sovereign
immunity by the City nor shall anything included herein be construed as consent by the City to
be sued by third parties in any matter arising out of this Agreement.
Article IX. Miscellaneous
9.1 Representations and Warranties.
(a) The City represents and warrants to the Licensee the following:
(i) All required approvals have been obtained, and the City has full
legal right, power and authority to enter into and perform its obligations hereunder;
Page 15
(ii) This Agreement has been duly executed and delivered by the City
and constitutes a valid and binding obligation of the City, enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
or similar laws affecting creditors' rights generally or by general equitable principles;
(iii) The execution and delivery of this Agreement will not violate or
cause a breach (with or without notice or the passage of time) under any agreement, law,
ordinance, or other obligation to which the City is bound;
(iv) There is no current, pending, or to the City's knowledge after due
inquiry, threatened, action or proceeding before any court or administrative agency to which it is
a party, questioning the validity of this Agreement, the relationship between the City and
Licensee, or which appear likely to materially adversely affect the City's performance of its
obligations under this Agreement;
(v) The City is the owner of the Property and the Amenity Area;
(vi) Upon delivery to Licensee, the Amenity Area shall comply with all
laws, ordinances, orders, rules, regulations and other governmental requirements;
(b) Licensee represents and warrants to the City the following:
(i) All required approvals have been obtained, and Licensee has full
legal right, power and authority to enter into and perform its obligations hereunder;
(ii) This Agreement has been duly executed and delivered by Licensee
and constitutes a valid and binding obligation by Licensee, enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally or by general equitable principles; and
(iii) There is no current, pending, or to Licensee's knowledge after due
inquiry, threatened, action or proceeding before any court or administrative agency to which it is
a party, questioning the validity of this Agreement, the relationship between the City and the
Licensee, or which appear likely to materially adversely affect Licensee's performance of its
obligations under this Agreement.
9.2 Notice. All notices, requests, demands, claims, and other communications
hereunder shall be in writing. Any notice, request, demand, claim or other communication
hereunder shall be deemed duly given when delivered personally to the recipient on a business day
prior to 5:00 P.M. local time, otherwise on the next business day, faxed or emailed to the intended
recipient on a business day prior to 5:00 P.M. local time, otherwise on the next business day at the
facsimile number or email address set forth therefor below (with electronic confirmation of receipt
and hard copy to follow), or one business day after being sent to the recipient by reputable express
courier service (charges prepaid) and addressed to the intended recipient as set forth below:
Page 16
If to City: With copy to (which shall not constitute
notice):
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: City Manager
If to Licensee:
Jemb Pocono LLC
150 Broadway, Suite 802
New York, NY 10038-0367
City of Clearwater
P.O. Box 4748
Clearwater, Florida 33758
Attention: City Attorney
With copy to (which shall not constitute
notice):
Macfarlane Ferguson & McMullen, P.A.
625 Court Street
Clearwater, Florida 33756
Phone: 727-444-1403
Attention: Brian J. Aungst, Esq.
9.3 The Parties agree that this Agreement shall only be construed as a revocable license
agreement and does not sell, convey, transfer, or assign any real estate or other interest in the
Amenity Area to the Licensee. Should any provision of this Agreement be declared by a court of
competent jurisdiction to be inconsistent with the Parties intent for this Agreement to be a
revocable license agreement, such provision shall be modified or stricken from this Agreement
and shall not affect the validity of this Agreement as a whole, or any part thereof other than the
part declared to be inconsistent.
9.4 Order of Precedence. In the event of any conflict between this Agreement and any
exhibits, the provisions of this Agreement shall prevail.
9.5 Entire Agreement. This Agreement, the exhibits, and any documents executed in
connection with this Agreement, constitute and express the entire agreement of the Parties hereto
and no agreements, warranties, representations or covenants not herein expressed shall be binding
upon the parties.
9.6 Captions. Captions appearing before sections and articles in this Agreement have
been inserted solely for the purposes of convenience and ready reference. They do not purport to,
and shall not be deemed to, define, limit or extend the scope or intent of the section or articles to
which they pertain.
9.7 No Partnership or Joint Venture. Nothing herein contained is intended or shall be
construed in any way to create or establish the relationship of partners or a joint venture between
the City and Licensee.
9.8 Good Faith. It is agreed that both Parties shall perform their respective duties
under the terms of this Agreement in good faith.
Page 17
9.9 Incorporation of Terms and Conditions. The terms and conditions set forth in
Exhibit "C" are incorporated into this Agreement.
[Signature Pages to Follow]
[Rest of Page Intentionally Left Blank]
Page 18
IN WITNESS WHERE , this Agreement has been executed by the Parties and is
executed as of the 'relay of k.aA' 2026.
(CITY SIGNATURE PAGE)
Approved as to form:
Matthew J. Mytych, ' sq.
Assistant City Attorney
Date:
i7z7JC
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
JennifeYPoMier
City Manager
Date: g/%/ a b
Attest:
Rosemarie Call
City Clerk
Date: 0 { 7'UA(p
Page 18
(l I( I'\sit SI(i\,\ 11 RI. 1' \( JE)
IP.\ II1 PoCONI t it) I.I.C. a 1)cla‘varc limited
liability c.
11):
Name: 5 -.N. r-•D0.*;.e.+3
fide: A)r,0- 6f 101'4IS�
Dani:: 7/31/26
SI.\1EOFFLORIDA 1
COUNTY OF KNELT AS )
the forceoing instrument was acknowledged before mc by means Vphysical presence pr 0 online
notarivation, this31*dav of I'M , 2026 by 5d YWaLfrue(c„ as
of 3 who t1islare personally known to me or o who
has/have produced a driver's license as identification.
(NOTARIAL SEAL)
X20 1/30/2030 ,i
N Tammy Cordaro Q
Sy Commission Q=
$0, FIN 761365 ��
i
Notary Public, &tate of Florida
Name ofNotarv: rd (T%L
My Commission Expires:
My Commission No.:
Pagei9
Scanned with CamScanner
Exhibit "A"
Property Legal Description
A parcel of land being a portion of GULF VIEW BOULEVARD Right-of-Way according to
LLOYD-WHITE-SKINNER SUBDIVISION, as recorded in Plat Book 13, Page 12 of the Public
Records of Pinellas County, Florida, together with a portion of SOUTH GULF VIEW
BOULEVARD Right-of-Way, according to CITY PARK SUBDIVISION, as recorded in Plat Book
23, Page 37 of the Public Records of Pinellas County, Florida, lying within Section 7, Township 29
South, Range 15 East, Pinellas County, Florida, being more particularly described as follows:
COMMENCE at the Southwest corner of Lot 55, LLOYD-WHITE-SKINNER SUBDIVISION, as
recorded in Plat Book 13, Page 12 of the Public Records of Pinellas County, Florida; thence
N06°06'39"E, along the West line of said Lot 55 (being the basis of bearings for this legal
description), for 20.00 feet; thence leaving said West line of Lot 55, N83°53'21"W, for 35.00 feet
to the point of intersection with the centerline of GULF VIEW BOULEVARD according to said
LLOYD-WHITE-SKINNER SUBDIVISION, same being the point of intersection with the West
line of vacated GULF VIEW BOULEVARD, according to Official Records Book 17488, page
1094, same also being the point of intersection with the East line of that certain Non-Exclusive
Perpetual Easement, as described in Official Records Book 19511, Page 2407, both of the Public
Records of Pinellas County, Florida, same also being the POINT OF BEGINNING; thence the
following seven (7) courses along said East line and the North line, respectively, of said Non-
Exclusive, Perpetual Easement; (1) thence N06°06'39"E, along said West line of vacated GULF
VIEW BOULEVARD and the Northerly extension of said West line of vacated GULF VIEW
BOULEVARD, respectively, for 471.39 feet; (2) thence N49°05'46"E, for 21.57 feet; (3) thence
S89°25'51"E, for 0.77 feet; (4) thence N38°39'45"W, for 4.39 feet; (5) thence S48°24'02"W, for
22.19 feet; (6) thence N41°35'58"W, for 1.40 feet; (7) thence S44°31' 14"W, for 31.10 feet to the
Northwest corner of said Non-Exclusive, Perpetual Easement; thence S80°46' 15"W, for 12.54 feet
to the point of intersection with the West Right-of-Way line of said GULF VIEW BOULEVARD,
according to said LLOYD-WHITE-SKINNER SUBDIVISION; thence S06°06'39"W, along said
West Right-of-Way line of GULF VIEW BOULEVARD, 18.84 feet; thence leaving said West
Right-of-Way line of GULF VIEW BOULEVARD, S39°28'20"W, for 71.99 feet; thence
S56°14'10"E, for26.54 feet; thence S70°07'23"E, for 10.95 feet; thence S78°11'22"E,.for 17.97
feet to the point of intersection with the West line of said Non-Exclusive, Perpetual Easement;
thence the following eight (8) courses along said West line and the South line of said Perpetual
Easement; (1) thence S06°06'42"W, for 14.89 feet; (2) thence S83°53'21"E, for 2.56 feet; (3)
thence S06°06'39"W, for 178.89 feet; (4) thence N83°53'18"W, for 2.32 feet; (5) thence
S06°06'42"W, for 17.98 feet; (6) thence S83°53' 18"E, for 2.32 feet; (7) thence S06°06'39"W, for
139.75 feet; (8) thence S83°53'21"E, for 20.00 feet to the POINT OF BEGINNING.
Containing 12,510 square feet or 0.287 acres, more or less.
Exhibit "B"
Amenity Area
GULF BLVD
BOUNDARY OF LICENSING
AREA
EXISTING SIDEWALK
MOLISH MS LEVEL LANDSCAPING AND N
LEVEL
GRADE AS
DESHOWN ON CR
DEMOLISH EXISTING
CONCRETE WALL FOR
LANDSCAPE
f ihiliil i,i;,
\(),«01•;RC1O\1•:012'I:r\BOROIttil121I(i1'. \III' l':•\`I:1O,
yunuan1 to $cciion .'ih`t I3)IS.iIns0;1mlmust Fe:unip!et,d i)t;u
ni ulii�er r roprri:•_itr:e,�i t
._ ...
:noiigotumueni:del3un ttheii�:q �onlratt i�;ctceulal: ranutul;in: eslaiultd (,cl+recn iliti n,.niL.•,crrimnl.i!.
emits..anda•_,w riuitenril.nlu''.
t11i\'113 P2)E:(?\()'IU (: dies 1101 trze cncrei,in li,r 1 ib iron :erVite• ‘le (inert •;elw m. `ti' iv,. p.
I nd* r retia!tc of perjury.] declare ilial 1.11A a renU•thc II>.re@ping <t;nmtent,atid.tli 11 the l:itt, :cacti in hair:
ezrue -- -„
1'rnasi\aiaz "^9=ea`w.'i(acsj'm•:::C��i-
Iilk: *SeASI „Q.co u: