1600 SELVA MARINA DR - LICENSE AGREEMENT o.ork ,t4t - 00 (t,
RECEIVED
SCANNED
JUL 2 7 2018 LICENSE AGREEMENT Date: j� `l
Buiidin• OtrtE AGREEMENT (this "Agreement") is made this day of June
I e"), by and between NAVAL CONTINUING CARE RETIREMENT'
CityOS i A H' C•, a Florida not for profit corporation ("Licensor") and ATLANTIC
BEACH COUNTRY CLUB ("Licensee").
RECITALS:
A. Licensor owns property more particularly described in Exhibit "A" attached
hereto and by this reference hereby incorporated herein("License Area").
B. Licensee owns adjacent property more particularly described in Exhibit "B"
attached hereto and by this reference hereby incorporated herein("Licensee's Property").
C. Licensee has requested access to the License Area to construct and maintain
utilities to serve a restroom facility on Licensee's Property in the location shown on Exhibit 13
attached hereto (the "Restroom Facility") during the term of this Agreement and Licensor has
agreed to permit Licensee and/or Licensee's authorized agents a license to conduct the requested
activities at the License Area on the terms and conditions set forth herein.
NOW,THEREFORE, in consideration of the sum of Ten and No/100 Dollars($10.00),
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to he legally bound, hereby agree as follows:
1. Recitals. The foregoing recitals are acknowledged to be true and correct and by
this reference are hereby incorporated into this Agreement as if fully set forth herein.
2. Grant of License. By its execution hereof, Licensor does hereby grant and convey
to Licensee, its successors and assigns, for the benefit of Licensee's Property, a non-exclusive
license (the "License") over, upon, under and across the License Area, solely for the purpose of
installing, operating, maintaining, repairing, replacing and removing potable water, electrical and
sanitary sewer lines to serve the Restroom Facility. Licensee, at its sole cost and expense, shall
he permitted to connect to Licensor's existing water, electrical and sanitary sewer lines in the
License Area. Notwithstanding anything to the contrary in this Agreement, Licensee shall not be
permitted to construct any improvements within the License Area until the plans therefore have
been approved by Licensor (which approval shall not be unreasonably withheld or delayed).
Prior to the construction of any improvements within the License Area, Licensee shall provide
Licensor with detailed plans and specifications for such proposed improvements together with
such other information as may be reasonably requested by Licensor. Licensee's rights hereunder
shall be subject to the rights of existing tenants and other occupants and users of the License
Area. Licensee shall not unreasonably disturb such tenants, or interfere with the use of the
License Area by such tenants. All utility lines and improvements constructed by Licensee within
the License Area from time to time shall hereinafter be referred to collectively as the "License
Improvements".
3. Construction of License-Improvements. Licensee shall be responsible, at its sole
cost and expense, for the design, planning, engineering, permitting, and construction of the
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4843.2086-9735.1
License Improvements in connection with Licensee's development of the Restroom Facilities.
Prior to use of any License Improvements, Licensee shall install private utility meters to measure
the volume of water, electricity, and sewage generated by the Restroom Facilities installed by
Licensee and Licensee shall be solely responsible for payment of all costs of such utilities. In the
event that the construction of the License Improvements is not completed within three (3) years
of the date hereof and/or the License Improvements are abandoned by Licensee at any time,
Licensor shall have the right to terminate this License upon notice to Licensee.
4. Maintenance of License Improvements. Licensee shall be responsible, at its sole
cost and expense, for the maintenance, repair and replacement of any License Improvements
constructed upon the License Area, in compliance with all applicable laws and requirements.
5. Repair of License Area. Liccnscc shall, at its sole cost and expense, promptly
repair any damage to the License Area and/or adjacent real property owned by Licensor damaged
by Licensee in the exercise of its rights hereunder to substantially the same condition that existed
immediately prior to such exercise of its rights. Except in cases of emergency, Licensee shall
give Licensor reasonable advance notice of Licensee's intent to enter upon the License Area for
any of the purposes authorized under this License, and shall comply with all reasonable requests
of Licensor regarding the time, place and type of activities to be undertaken. In cases of
emergencies, notice shall be given as soon as possible. Licensor reserves the right, for itself and
its invitees,tenants and employees, to use the License Area for any surface or subsurface use that
does not unreasonably interfere with Licensee's use of the license granted herein
6. Duration. The term ("Term") of this License and the rights of Liccnscc
hereunder shall commence on the Effective Date hereof and terminate upon the date that is
twenty (20) years after the Effective Date, unless sooner terminated as provided herein. Upon
the expiration of the Term, this Agreement shall immediately and automatically terminate, other
than those provisions that expressly survive the termination or expiration of this Agreement,
without further action or written instrument of any Party
7. Golf Tournaments. In consideration for the license rights granted hereunder,
Licensee shall provide Licensor with three (3) golf tournaments, for up to 120 people each
tournament, including lunch, dinner and/or breakfast. The dates of the tournament shall be
coordinated and mutually agreed to at a future date. The Value has been determined to be$85 for
cart fee and greens fee and $135 for food and beverage. Taxes (if applicable) and gratuities will
be paid for by ABCC. The rates for food and beverage will increase at 3% per annum. See
Exhibit"C".
8. Use of License Rights. The parties shall utilize the License rights granted herein
in accordance with the rules and regulations of, and pursuant to all permits issued by, any
applicable governmental agencies.
9. Not a Public Dedication. Except as may he specifically and explicitly set forth
herein, nothing herein contained shall be deemed to be a gift or dedication of any portion of the
License Area to the general public or for the general public or for any public purposes other than
as specifically set forth herein, it being the intention of Licensor and Licensee that this
Agreement shall be strictly limited to and for the purposes herein expressed.
4843-2085.9735.1
10. Binding Effect. All terms and provisions of this Agreement are binding upon the
parties hereto and their respective successors and assigns.
11. Assignment. Except as provided in the following sentence, Licensee shall not
have the right to transfer (directly or indirectly), assign and/or sublicense its rights under this
Agreement.
12. Disclaimer; Release;Indemnity.
a. Licensee takes the License Area "AS IS" and "WITH ALL FAULTS."
Licensor has not made and does not make any representations as to the zoning, physical
condition, operation or any other matter affecting or related to the License Area, and Licensee
hereby expressly acknowledges that no such representations have been made. Licensor
expressly disclaims and Licensee acknowledges and accepts that Licensor has disclaimed to the
maximum extent permitted by law, any and all representations, warranties or guaranties of any
kind, oral or written, express or implied, concerning the License Area, including, without
limitation, 0) the value, condition, merchantability, marketability, profitability, suitability or
fitness for a particular use or purpose of the License Area and (ii) the manner, quality, state of
repair or lack of repair of the License Area. Licensor is not liable or bound in any manner by
any verbal or written statements, representations or information pertaining to the License Area
furnished by any real estate broker, prior owner,agent, employee or other person.
b. Licensor shall not be liable for, and Licensee hereby releases all claims,
liabilities,demands, damages, losses, costs and expenses, including attorneys' fees and expenses,
against Licensor and its members, agents, successors, assignees, permittees and lessees with
respect to, any injury to or death of persons or damage to or loss of property arising from or in
connection with Licensee's exercise of its rights under this Agreement or caused (in whole or in
part)by the condition or use of any part of the License Area.
c. Licensee hereby agrees to defend, indemnify and hold harmless Licensor
and its members, agents, successors, assignees, permittees and lessees from and against any and
all liabilities, claims,costs and expenses, (including reasonable attorneys' fees and expenses)on
account of any injury or damage to any person (including death) or property: (i) Licensee's
breach of or failure to perform its obligations under this Agreement; (ii) claims made by third
parties for services or labor provided or materials furnished to or on behalf of Licensee; or
(iii)sustained in or about the License Area or adjacent real property owned by Licensor resulting
from the acts of Licensee, its employees, agents, servants or invitees, excepting, however, that
Licensor shall not be indemnified against loss or liability resulting from its own negligence or
the negligence of its contractors, employees and agents.. The settlement of any such matter
requiring any action by Licensor and its members, agents, successors, assignees, permits and
lessees or affecting any property or interest of Licensor shall require the prior approval of
Li censor.
The provisions of this Section 12 shall survive the termination of this Agreement.
13. Insurance. Licensee shall procure and maintain, at its sole cost and expense, and
shall require any contractor(s) performing work on the License Area to procure and maintain
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comprehensive general liability insurance with coverage in an amount of not less than
$1,000,000.00 per occurrence. Licensor and Licensor's lenders shall be named as additional
insured under such policy or policies. To the extent possible, Licensee shall obtain a waiver of
subrogation in favor of Licensor in connection with the insurance required herein. Such
insurance shall be written by an insurer within an A.M. Best Rating of AX or better. Certificates
of Insurance evidencing the maintenance of said insurance shall be furnished to Licensor prior to
Licensee entering the License Area. The certificates shall provide that no material alteration or
cancellation, including expiration and non-renewal, shall be effective until thirty (30) days after
receipt of written notice by Licensor. Anything to the contrary notwithstanding, the liabilities of
Licensee and its contractors under this Agreement shall survive and not be terminated, reduced
or otherwise limited by any expiration or termination of insurance coverage.
14. Default. If Licensee shall default or fail in fulfilling any of its covenants
hereunder, and such default continues for a period of ten (10) days after Licensee's receipt of
written notice of such default from Licensor, then Licensor may, in its sole and exclusive
judgment, exercise some or all of the following:
a. Licensor shall have the right, but not the obligation, to terminate the
license granted under this Agreement and to terminate Licensee's rights hereunder upon written
notice to Licensee. Termination of the license rights under this Agreement by Licensor as
aforesaid shall not prejudice any other remedies which might be available to the Licensor under
this Agreement or at law or equity. In the event Licensor is required to engage injunctive or
other equitable relief to enforce the terms of this Agreement, the Licensor may engage such
equitable remedies without the need or requirement to submit any bond or other security such
equitable relief.
b. Licensor shall have the right, but not the obligation, to cure any such
default by Licensee. In such instance, Licensee shall be responsible for all costs and fees in any
way associated with the Licensor's exercise of its rights under this Agreement, including without
limitation, any costs and fees for any contractors, architects, engineers, consultants or attorneys'
fees in connection with Licensor's exercise of its self-help rights. Any right of the Licensor to
exercise self-help to perform Licensee's obligations under this Agreement shall not relieve any
of Licensee's other obligations under this Agreement or serve a requirement for the Licensor to
continue to perform Licensee's obligations under this Agreement.
The remedies available to the parties under this Agreement are cumulative. Such
remedies are in addition to any given by law or equity and may be enforced successively or
concurrently. For any amounts due from Licensee to Licensor under this Agreement, such
amounts shall accrue interest at twelve percent (12%) per annum starting from the date when
due, the interest for which shall not be deemed to be a penalty or liquidated damages for a
default.
15. Hazardous Materials. Licensee shall not place or store, nor permit to he placed or
stored, any Hazardous Materials on or under the License Area. In the event that Hazardous
Materials are inadvertently drained or spilled upon the License Area, the Licensee agrees to be
responsible for all costs, claims, damages and liabilities, of any kind or nature, attributable to or
arising from the removal and cleanup of said substances, to the satisfaction of the Licensor, from
.4843-2086-9735.1
the License Area and adjacent real property owned by Licensor. For purposes of this
Agreement, "Hazardous Materials" means any hazardous or toxic waste, substance or material,
pollutant or contaminant, or words of similar import, as the same may be defined from time to
time in the Comprehensive Environmental Response Compensation and Liability Act of 1980
(42 U.S.C. Section 9601 et. seq.), as amended, or the Resource Conservation and Recovery Act
(42 U.S.C. Section 6901 et. seq.), as amended,or any other applicable Federal, State or local law
ordinance, rule or regulation relating to the environment, pollutants, contamination or similar
matters.
16. Mechanic's_..Liens. Licensee shall not suffer or permit any mechanics' or
matcrialmen's or other liens to be filed or placed against the License Area by reasons of work,
services or materials supplied by or claimed to have been supplied to or on behalf of Licensee
and if any such lien shall at any time be filed against the License Area (or adjacent real property
owned by Licensor), Licensee shall cause the same to be discharged of record by paying the
amount claimed to be due, by deposit in court or by posting bond, within thirty (30) days of the
date of filing same. If Licensee shall fail to discharge such lien within such period, then, in
addition to any other rights or remedies of Licensor, Licensor may, but shall not be obligated to,
discharge the same either by paying the amount claimed to be due or by procuring the discharge
of such lien by deposit in court or by posting bond. Any amount paid by Licensor for any of the
aforesaid purposes or for the satisfaction of any other lien caused by Licensee and all reasonable
expenses of Liccnsor in defending any such action or procuring the discharge of such lien,
including reasonable attorney's fees, shall be repaid by Licensee on demand.
17. Estoppel Certificates. Licensee agrees from time to time within ten (10) days
following receipt of notice from Licensor, to execute and deliver to Licensor a certificate for the
use of the addressee, whether such addressee is a perspective buyer, lessee or mortgagee of
Licensor,stating(i) that this Agreement is unmodified and in full force and effect, or if modified,
that this Agreement is in full force and effect as modified and stating the modification; (ii)
whether or not to the best of its knowledge, Licensor is in default in any respect under this
Agreement, and if in default,specifying such default, (iii) whether Licensee has given any notice
of an uncured default given in accordance with this Agreement and if so, attaching a true, correct
and complete copy of each such notice given and received; and (iv) such other matters as are
typically included in such an "estoppel certificate" or as Licensor may otherwise reasonably
request.
18. Non-Exclusive. The License and all rights granted herein shall be non-exclusive.
Licensor shall continue to enjoy the use of the License Area for any and all purposes not
inconsistent with Licensee's rights hereunder. Licensee shall not unreasonably interfere with
Licensor's or Licensor's employees, agents, representatives, tenants, licensees, successors or
other permnittees or their use of the License Area as a result of Licensee's exercise of its rights
hereunder.
19. Attorneys Fees. In the event of any action to enforce this Agreement (including
an action to recover damages for its breach), any provision hereof or any matter arising here
from, the prevailing party shall be entitled to recover its reasonable costs, lees and expenses,
including, but not limited to, witness fees, expert fees, consultant fees, attorney (in-house and
outside counsel), paralegal and legal assistant fees, costs and expenses and other professional
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fees, costs and expenses,and whether in settlement, in any bankruptcy case or proceeding, before
trial, at trial or on appeal.
20. Amendments. This Agreement may be modified or amended only upon the
mutual written consent of Licensee and Licensor, or their respective legal representatives,
successors, and assigns.
21. Construction. Each party hereto hereby acknowledges that all parties hereto
participated equally in the draliing of this Agreement and that, accordingly, no court construing
this Agreement shall construe it more stringently against one party than the other.
22. Governing LawNenue. This Agreement shall be governed by and construed
under the laws of the State of Florida. Venue for any action arising out of this Agreement shall
be Duval County,Florida.
23. Counterparts. This Agreement may be executed in a number of identical
counterparts, each of which for all purposes is deemed an original, and all of which constitute
collectively one (1) agreement, but in making proof of this Agreement, it shall not be necessary
to produce or account for more than one such counterpart. The parties agree that a PDF or
facsimile copy or counterpart of this Agreement shall he as binding, enforceable, and admissible
as the originally signed document, consistent with state and federal law regarding duplicates.
24. No Recording. Licensee shall not record this Agreement or a short form notice or
memorandum of this Agreement in any public records and any such recording by Licensee shall
constitute a default by I,icensee under this Agreement.
[Remainder of Page Intentionally Blank--Signatures Page Follows]
4843-2086-9735.1
•
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement and
affixed their seals the day and year first above written.
"LICENSOR"
NAVAL CONTINUING CARE
RETIREMENT FOUNDATION,INC,a
Florida corporation
By: •••""
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"LICENSEE"
ATLANTIC BEACH COUNTRY CLUB
By: A.Name: _Ittm/c„0(2)
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ABCC, at its own cost, will install private utility meters located on ABCC's property at a
location to be determined as easily accessible and monitored. Meters will be read on a monthly
basis by ABCC personnel and utility charges will he paid to Fleet Landing within 30 days of said
reading. The amount billed for water, sewer, and electricity will be based on Fleet Landing's
utility provider's then current unit rates as established by the utility provider for each billing
period mulitplicd by the number of units recorded by the meter for the preceeding month.
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4843-2086-9735.1
EXHIBIT "B"
(Licensee's Property)
Exhibit A
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Exhibit"C"
Fleet Landing
Atlantic Beach Country Club
Memorandum of Understanding
Golf Event Pricing Guide& Details
In consideration for the access to utilities located on Fleet Landing and access to those utilities,Atlantic
Beach Country Club(ABCC)will host three (3)Golf Tournaments to benefit Fleet Landing for up to 120
people on date(s)to be mutually acceptable.
The value of each event will be placed at$160 retail value per player up to$19,200 per occurrence.
ABCC will waive room rentals and incidental charges and will also be responsible for any and all taxes
and gratuities associated with hosting the events. Breakout of the retail value is as follows:
• $85 for golf and cart fee per player
• $134 for feed and beverage per player. Menus will be determined by Fleet Landing and at its
discretion.A Banquet Guide is attached for guidance. If Fleet Landing's food and beverage
selections exceed$134 per player, Fleet Landing agrees to compensate ABCC for the difference.
Taxes,if applicable and gratuities will be paid for by ABCC.
Fleet Landing agrees to abide by all local,state and federal laws as well as ABCC rules and regulations
while hosting the event(a copy of ABCC Rules& Regulations is attached).As such, Fleet Landing will be
responsible for the conduct of its guests for the duration of the event and agrees to reimburse ABCC for
any and all damages incurred to the property by any and all individuals associated with the event, such
as participants,employees or volunteers.
It is understood that these three(3)events will be fully utilized within ten years of the date of the signed
agreement. In the case all three (3)events are not used, they will naturally expire on the ten-year
anniversary or prior due to a termination of the Master Agreement with Fleet Landing.
S e., 4. 5 •,4_) S,r G M/C6 o 0 ` /-\v C'\s\AV;e--1
For ABCC For Fleet Landing
Print Name Print Name
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Signature Date Signatuj- / Date