REAL ESTATE LICENSE AGREEMENT
By and Between
PASCO COUNTY
And
DAIS ANALYTIC CORPORATION
LICENSE AGREEMENT entered by and between Pasco County, a political subdivision of the
State of Florida (the 'County") and Dais Analytc Corporation, located at 11552 Prosperous
Drive, Odessa, Florida 33556 ("Daisn).('County" and "Dais" herein after referred to as 'Partyn
and collectively as 'Partiesn)
WHEREAS, the County is the owner of that Odessa Wastewater Treatment Plant property in
Odessa, Florida as more fully described on Exhibit A, attached hereto and made a part hereof
(the 'Premises"); and
WHEREAS, Dais desires to secure access to and make use of a portion of the Premises and its
improvements for the purpose of securing a quantity of the reclaimed water stored thereon,
processing it in Dais' water clarification prototypes, monitoring the characteristics of the
processed water and returning the processed water to the on-site collection system for disposal
('Purposen); and
WHEREAS Dais desires to obtain a license from the County for the use and occupancy of the
Premises as required for the Purpose; and
WHEREAS, the County has determined that the granting of such a license is in the best interest
of the County in that it will promote business within the County.
NOW THEREFORE, in consideration of the above, the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Term. This license agreement ('Licensen) shall commence on the date Dais first makes use
of the Premises and shall continue from year to year thereafter for a total term not to exceed
three (3) years unless terminated sooner (i) by Dais upon thirty (30) days prior written notice or
(ii) by County upon sixty (60) days prior written notice or (iii) by either Party as otherwise
provided herein.
2. Grant of License. Subject to the terms and conditions herein, County hereby grants to Dais,
and to its agents and contractors, a nonexclusive License to enter upon and use the Premises,
together with the right of ingress and egress to and from the Premises, for the purpose of
securing reclaimed water from the reclaimed water valve, processing said water in Dais' water
clarification prototypes to be installed by or for Dais on the concrete slabs on the Premises,
monitoring the characteristics of the processed water and returning the processed water to the
man hole closest to the slabs and which drain to the pump station located on the Premises and
noted as *to remainnon the graphics (2 pages) designated as Exhibit B.
~ a s c oCountylDais - License Agreement
Page 1
3. Maintenance and Repairs. During the term of this Agreement, Dais shall make, at Dais's
sole expense, all necessary repairs to any improvements Dais, its agents or contractors make to
the Premises and any repairs required as a result of any damage occasioned by any negligent
act or omission of Dais, its agents, subcontractors or invitees. Dais shall use any fixtures and
facilities located on the Premises in a reasonable manner given the Purpose and shall dispose
of all garbage in disposal facilities provided by Dais at its expense. Any repairs other than those
noted above, including those occasioned by ordinary wear and tear, shall be performed by
County.
4. Construction, Improvements and Renovations.
Dais, shall have the right, at its sole
expense, from time to time, to make such non-structural alterations, installations, improvements
and changes to the Premises as is reasonably necessary to achieve the Purpose provided any
such alterations, installations, improvements or changes do not impair the structural soundness
of the County's improvements on the Premises or interfere with County's use of the Premises.
Dais may make structural alterations, improvements and additions to the Premises provided that
Dais obtains the prior written consent of the County through its Assistant County Administrator,
Utilities Services, which shall not be unreasonably withheld. County shall execute and deliver,
upon request of Dais, such instrument or instruments embodying the approval of the County as
may be required for Dais to obtain the certificates, licenses, permits or authorizations of
governmental bodies necessary to make any of the foregoing alterations, changes,
improvements and additions. The obligation to secure said certificates, licenses, permits or
authorizations of governmental bodies and the cost thereof shall be borne solely by Dais.
County hereby grants its consent for the construction by Dais of an enclosure of approximately
20 x 30 feet on the Premises to house its water clarification prototypes. This enclosure shall be
located on one of the concrete slabs noted as 'to remain" on the graphics (2 pages) designated
as Exhibit B. The County also grants Dais the authority to increase the size of a concrete slab to
accommodate the endosure. Nothing herein shall alter the intent of the Parties that Dais shall
be responsible for all aspects pertaining to construction of any improvements to the Premises it
makes and for the payment of the costs associated therewith. County shall be under no duty to
investigate or verify Dais's compliance with the provision herein. Moreover, neither Dais nor any
third party may construe the permission granted Dais hereunder to create any responsibility on
the part of the County to pay for any improvements, alterations or repairs occasioned by the
Dais. Dais agrees to promptly pay its contractors and suppliers for all work performed on the
Premises and for all materials its suppliers or contractors use in the process of performing such
work. All Work shall be done in a workmanlike manner and in compliance with applicable codes,
laws, ordinances and regulations, induding without limitation, applicable building code, fire code
and handicap accessibility requirements as well as applicable County policies and regulations.
In the event any mechanic's or similar lien is filed on the Premises as a result of any
improvements or repairs made by Dais, then Dais shall, at its sole expense, discharge or bond
against such lien within thirty (30) days of notice from County.
5. Dais ProDerhr. Ecluipment and Fixtures. Dais shall have the right to place and install personal
property, trade fixtures, equipment and other temporary installations in and upon the Premises,
and fasten the same to the Premises. All Dais personal property, equipment, machinery, trade
fixtures and installations, whether possessed by Dais at the commencement of the term of this
license or placed or installed on the Premises by Dais thereafter, shall remain Dais's property
free and clear of any claim by County. Dais shall have the right to remove the same at any time
during the term of this License provided that any damage to the Premises caused by such
removal shall be repaired by Dais at Dais's sole expense.
-
-
Pasco County/Dais
- License Agreement
Page 2
6. Insurance.
6.1
Prior to the time Dais is entitled to make use of the site under this contract, Dais
shall procure, pay for, and maintain at least the following insurance coverages and limits. Said
insurance shall be evidenced by delivery to the County of 1) certificates of insurance executed
by the insurers listing coverages and limits, expiration dates and terms of policies and all
endorsements whether or not required by the County, and listing all caniers issuing said
policies; and 2) upon request, a certified copy of each policy, including all endorsements. The
insurance requirements shall remain in effect throughout the term of this Agreement.
a.
Workers' Compensation in at least the limits as required by law; Employers'
Liability lnsurance of not less than $100,000.00 for each accident.
b.
Comprehensive General Liabilitv Insurance including, but not limited to,
Independent, Contractor, Contractual, Premises/Operations, ProductslCompleted Operation
and Personal Injury covering the liability assumed under indemnification provisions of this
contract, with limits of liability for personal injury andlor bodily injury, including death, of not less
than $1,000,000.00, each occurrence; and property damage of not less than $1,000,000.00,
each occurrence. (Combined single limits of not less than $1,000,000.00, each ocwrrence, will
be acceptable unless otherwise stated). Coverage shall be on an "occurrence" basis, and the
policy shall include Broad Form Properhr Damage coverage and Fire L a a l Liabilitv of not less
than $50,000.00 per occurrence, unless otherwise stated by exception herein.
Comprehensive Automobile and Truck liability covering owned, hired, and
c.
non-owned vehicles with combined single limits of not less than $300,000.00, each occurrence.
Coverage shall be on an "occurrence" basis, such insurance to include coverage for loading and
unloading hazards.
6.2.
the policy:
Each insurance policy shall include the following conditions by endorsement to
a.
Each policy shall require that thirty (30) days (ten (10) days for Workers'
Compensation) prior to expiration, cancellation, non-renewal, or any material change in
coverages or limits, a notice thereof shall be given to County by certified mail to: Pasco County
Purchasing Deparbnent, 8919 Government Drive, New Port Richey, Florida 34654. Contractor
shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any
notices of expiration, cancellation, non-renewal, or material change in coverage received by
said Dais from its insurer; and nothing contained herein shall absolve Dais of this requirement to
provide notice.
b.
Companies issuing the insurance policy, or policies, shall have no
recourse against County for payment of premiums or assessments for any deductibles which all
are at the sole responsibilrty and risk of Dais.
The term "County" or "Pasco County" shall include all Authorities, Boards,
c.
Bureaus, Commissions, Divisions, Departments, and Offices of County and individual members,
employees thereof in their official capacities, and/or while acting on behatf of Pasco County.
d.
Pasco County Board of County Commissioners shall be endorsed to the
required policy or policies as an additional named insured.
Pasco County/Dais - License Agreement
Page 3
e.
The policy clause "Other Insurance" shall not apply to any insurance coverage
currently held by County to any such future coverage, or to County's self-insured retentions of
whatever nature. County hereby waives subrogation rights for loss or damage against the
County.
7. Indemnification.
7.1
Dais shall indemnify, defend, and hold harmless County and all of its agents and
employees from any claim, loss, damage, costs, charge, or expense, including attorney's fees
and costs, arising from or in connection with: 1) Dais' use of the Premises or of any Dais
business therein, during the term of this agreement; and 2) any act, omission, or negligence of
Dais or any of Dais' employees, subtenants, agents, invitees or licensees.
7.2
Dais' obligation to defend and indemnify shall not be excused because of Dais'
inability to evaluate liability or because Dais evaluates liability and determines Dais is not liable
or determines the County is negligent. Only a final adjudication or judgment finding the County
negligent shall excuse performance of this provision by Dais and it shall only be excused in
portion to the County's negligence. If a judgment finding the County negligent is appealed and
the finding of negligence is reversed, Dais will be obligated to indemnrfy the County for the cost
of the appeal@). Dais shall pay all costs and fees related to this obligation and its enforcement
by the County.
This provision shall also pertain to any claims brought against the County by any
7.3
employee of Dais, contractor, subcontractor, or anyone directly or indirectly employed by any of
them.
7.4
Dais' obligation under this provision shall not be limited in any way by the Dais'
limit of or lack of sufficient insurance protection.
7.5
Dais hereby waives all claims against the County for loss or damage resulting
from interference by a public agency other than the County, or official other than County
officials, or natural phenomena including, but not limited to, fire, water, tornado, hunicane, or
other severe storms, or any commotion, riot, or criminal activity.
7.6
This section shall survive any termination of this Agreement.
8. Hazardous Materials. Dais represents and warrants that it will not use, introduce, bring or
cause to be brought onto the Premises, any products, substances, pollutants or materials
defined as hazardous, toxic or subject to regulation as such by law without the prior written
consent of the County which may be granted or withheld in the sole and absolute discretion of
the County.
9. Taxes and Assessments. Dais shall pay and discharge when due all taxes, assessments and
other governmental charges, if any, levied on or attributable to personal property of Dais located
upon the Premises or improvements made by Dais to the Premises. Other than as stated
herein, Dais shall not be liable for any tax or assessment related to the Premises or its use of
the Premises.
10. Termination of License Arrreement. The County or Dais may terminate this Agreement in
writing at any time and for any reason in whole, or from time to time, in part. Upon termination
the Applicant shall immediately cause the Facilities to be removed and restore the Premises to
Pasco CountylDais - License Agreement
Page 4
the condition prior to installing any improvements or facilities, and in no case later than sixty (60)
days from the date of termination. This obligation by Dais shall survive any termination of this
Agreement..
11. Force Maieure. If either Party shall be unable to carry out any of its obligations under this
License due to events beyond the reasonable control of and without the fault or negligence of
the party claiming force majeure, including without limitation, an act of God, sabotage,
accidents, appropriation or diversion of steam energy, equipment, materials, or commodities by
order or rule of any governmental authonty having jurisdiction thereof, any changes in
applicable laws or regulations affecting performance, any act of governmental or judicial
authonty, war, Mockage, insurrection, riot, fire, explosion, flood, nuclear emergency, epidemic,
lightning, hurricane, earthquake or similar catastrophic occurrence, the License shall remain in
effect, but the effected Party's obligation shall, subject to the limitations set forth herein, be
suspended for the period during which the effected Party is unable to perform because of the
disabling circumstances. The Party claiming force majeure must give the other party prompt
written notice describing the particulars of the force majeure, including without limitation, the
reasons why it effects or prevents performance, the nature of the occurrence and its expected
duration. The suspension of performance as provided herein shall be of no greater scope and of
no longer duration than is required by the force majeure. The obligations of either Party that
arose before the force majeure causing suspension of performance shall not be excused as a
result of the force majeure.
12. Whereas Clauses. The Whereas clauses above are hereby incorporated by reference and
made part of this Lease.
13. Notices. Whenever, by the terms of this License, a notice, approval, consent, or other
communication ("notice1') is permitted or required to be given by one Party to the other then
such notice shall be valid and effective on the fifth business day following the date of mailing if it
is in writing and sent to the other Party at the address set forth below, by certified or registered
mail, postage prepaid, return receipt requested, or on the date of delivery to the other Party at
said address, if delivered in-hand or overnight by a national express courier. A postmarked
postal receipt shall be deemed adequate evidence of the date of mailing.
To County:
Bruce Kennedy
Assistant County Administrator for Utilities Services
7530 Little Road
Room 205
New Port Richey, Florida 34654
To Dais:
Dais Analytic Corporation
Attn: Timothy N. Tangredi, President
11552 Prosperous Drive
Odessa, Florida 33552
Facsimile: 727-375-8485
Copy: Judith Norstrud, CFO
Either Party may, from time to time, change the person, office or address to receive notice on its
behalf by giving notice of said change to the other Party as provided herein.
~ a s c countyl~ais
o
-2cense Agreement
page3
14. Authority. Each Party covenants with the other that it has full power and authority to enter
into and perform its obligation under this License and the persons executing this License on
their behatf are duly authorized to do so by all requisite action.
15. Amendments. No amendments or modifications to this License shall be valid unless
contained in writing and signed by all Parties.
16. Assignment. This License shall not be assigned in whole or in part by Dais without the prior
written consent of the County. Any assignment made by Dais without such consent shall be null,
void and of no effect. This License shall be binding upon the parties hereto, their respective
successors and assigns
17. Waiver. No waiver of any term or condition of this License or its performance shall be valid
unless contained in writing and signed by the party who is claimed to have waived such term,
condition or performance. The failure to insist upon the strict performance of any provision of
this License or to exercise any right or remedy set forth herein shall not constitute a waiver or
relinquishment of said right or remedy. The waiver of any breach of any term or condition of this
License shall be limited to the particular instance and shall not operate as a waiver of any future
breaches of the same or any other term or condition of this License. Nothing in this Agreement
shall be construed in any way to waive the sovereign immunity of the County.
18. License. This instrument shall not be construed nor shall it operate to grant to Dais anything
other than a license for permissive use only in the Premises and shall, not under any
circumstances, be construed or operate to grant to Dais any estate or interest in land relating to
the Premises or any other land owned by the County.
19. Severabilitv. If any provision of this Agreement shall be invalid or unenforceable, the
remainder of this Agreement shall not be affected and each term and condition of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
19. Review. Each Party had an opportunity to fully review the terms and conditions of this
License with counsel of their choosing and hereby agree that this License shall not be construed
against the Party who drafted this Agreement.
20. CaDtions. The captions included in this Agreement are provided for convenience only and
shall not affect the meaning or interpretation of this Agreement
21. Goveminn Law. This License shall be governed by, and construed and enforced in
accordance with the laws of the State of Florida, not including, however, any conflict of laws rule
of such State which may direct the application of the laws of any other jurisdiction. Each Party
agrees to submit to the jurisdiction of the courts of the State of Florida. Any award hereunder
shall be final and binding upon the Parties and may, if necessary, be enforced by any court or
other competent authority. Venue for any legal action brought pursuant to this agreement shall
be in Pasco County, Florida.
22. Entire Agreement. This instrument contains the entire agreement of the Parties with regard
to its subjed matter and Purpose as set forth in this License and shall supersede any prior
agreement between the Parties related to the subject matter and purpose of this License.
23. Compliance with Law. Dais shall at all times comply with all laws and regulations applicable
to operations on, and use of, the Premises.
- - - -
Pasco County/Dais - License Agreement
-
-
-
Page 6
IN WITNESS WHEREOF, the Parties have caused this License and a duplicate hereof, to be
executed on this
day of August, 2010.
Attest:
BOARD OF COUNTY COMMISSIONERS
OF PASCO COUNTY, FLORIDA
By:
Paula O'Neil, Ph.D.
Clerk & Comptroller
Pat Mulieri, Ed. D., Chairman
STATE OF FLORIDA )
COUNTY OF PASCO)
oing instrument was acknowledged before me this
2010, by Timothy N. Tangredi of DAIS A LYTlC CORPORATION, who
is p e r s a y known to me (or has produced
as identification).
Printed Name:
\~L&kd- LLL
Notary Public,
of Florida
Serial Number (if any):
P
L
Y
L
dhx
3
tau
PG
County/Dais
-
License Agreement
Page 7
EXHIBIT A
Leaal Description of Premises
ODESSA WWTP
THOSE PORTIONS OF SECTIONS 22,23,26 AND 27, TOWNSHIP 26 SOUTH RANGE 17 EAST, PASCO
COLINTY, FLORIDA, BEING FLIRTHER DESCRIBED AS FOLLOWS;
COMMENCE ATTHE SOUTHEAST CORNER OF SAlD SECTION 22; THENCE ALONG THE EAST LlNE OF SAlD
SECTION 22, N 00'13'34"E 19.12 FEET FOR THE POINT OF BEGINNING; THENCE LEAVING SAlD LlNE S
88'06'08"E 38.05 FEET; THENCE S 59'56'26"E 257.25 FEET; THENCE S 63'34'39"E 249.59 FEET; THENCE S
00'49'41"W 132.41 FEET; THENCE S 76'15'58"W 277.74 FEET; THENCE S 05'51147"E 226.96 FEET;
THENCE N 77'48'17"E 254.89 FEET; THENCE N 60'18'38"E 324.01 FEET; THENCE N 21'43'34"E 187.84
FEET; THENCE N 88'35'36"E 136.10 FEET; THENCE S 74'21144"E 156.53 FEET; THENCE N 85'52'41"E
118.43 FEET; THENCE S 49'18'40"E 172.40 FEET; THENCE S 75'15'18"E 199.29 FEET;THENCE S 86'27'07"E
202.65 FEET; THENCE N 18'30128"E 131.60 FEET; THENCE S 80'21111"E 90.25 FEET; THENCE N
56'15'31"E 274.97 FEET; THENCE S 80'14'39" E 176.33 FEET; THENCE S 87'33'34" E 147.54 FEET; THENCE
N 84'56'51" E 132.55 FEET; THENCE S 63'01125"E 242.91 FEET; THENCE N 52'27'30"E 131.14 FEET;
THENCE N 15'59'26"W 151.47 FEET; THENCE N 01'05'47"W 74.54 FEET; THENCE N 04'55'17"E 169.96
FEET; THENCE N 18'57'17"E 133.89 FEET; THENCE N 47'17'05"E 176.49 FEET; THENCE N 51°49'01"E
249.07 FEET; THENCE N 47'42'39"E 140.58 FEET; THENCE S 82'40'56"E 214.60 FEET; THENCE S
28'17'18"E 311.00 FEET; THENCE S 77'02'33"E 254.45 FEET; THENCE S 84'43'58"E 113.11 FEET; THENCE
N 36'26'05"E 46.34 FEET; THENCE N 07'09'40"W 101.92 FEET; THENCE N 71'55'26"W 62.08 FEET;
THENCE N 18'32'01"W 186.36 FEET; THENCE S 82'34'26" E 154.37 FEET: THENCE N 79'32'01"E 161.60
FEET; THENCE N 88'30'17"E 163.94 FEET; THENCE S 82'10144"E 311.35 FEET; THENCE S 76' 49'06" E
185.79 FEET; THENCE S 36'50158"E 169.38 FEET; THENCE S 20'12'30"E 4.41 FEETTO A NON-TANGENT
CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 7,228.03 FEET; THENCE SOUTHWESTERLY
ALONG SAlD CURVE 828.87 FEET THROUGH A CENTRAL ANGLE OF 06'34'13" (CHORD S 66' 30124"W,
828.42 FEET) THENCE S 63'13'17"W 3,966 FEETTO A CURVE CONCAVE NORTHWESTERLY HAVING A
RADIUS OF 5,868.27 FEET; THENCE SOUTHWESTERLYALONG SAlD CURVE 820.04 FEETTHROUGH A
CENTRAL ANGLE OF 08'00'24" (CHORD S 67'13'29"W, 819.37 FEET) TO THE EAST LlNE OF THE
NORTHEAST 1/4 OF SAlD SECTION 27; THENCE NON-TANGENT FROM SAID CURVE, N 37'24'47"E 129.61
FEET; THENCE 83'17'55"W 302.69 FEET; THENCE N 79'19'52"W 284.60 FEET; THENCE N 02'48'57"W
579.93 FEET; THENCE N 22'32'58"W 317.48 FEET; THENCE N 42'58'03"W 125.09 FEET; THENCE N
45'26'51"W 191.68 FEET; THENCE N 16'30144"E 238.35 FEET; THENCE N 40'38'47"E 180.75 FEET;
THENCE N 33'30'50"E 240.91 FEET; THENCE N 53'45'56"E 164.35 FEET; THENCE N 85'00'50"E 178.86
FEET; THENCE N 66'57'17"E 229.56 FEET; THENCE S 88' 06'08"E 58.18 FEETTO THE POINT OF
BEGINNING.
CONTAINING 126.81 ACRES, MORE OR LESS
Pasco County/Dais - License Agreement
Page 8
EXHIBIT B
-
R O c b s s r M s b v r t r r Treatment Plant S h n t 1 of 2 1
n
iA
0
G
EXHIBIT B (continued)
3
\
F
ti'
I
r.
CI
CD
z
I Pump Statlon i
tD
----I-'
f3
Generata
[To Rmaln;
p".'qf=
ehm!!*$
I., .
...!I;
J
f'