DREAMS LANDING COMDOMINIUM
UNOFFICIAL SLIP LICENSE AGREEMENT
THIS LICENSE AGREEMENT is being made this ________ day of _______________,
200__, by and between the COUNCIL OF UNIT OWNERS OF DREAMS LANDING CONDOMINIUM of Annapolis, Anne Arundel County, Maryland, hereinafter referred to as “the Licensor”, of the first part, and
Licensee(s):
Dreams
Hereinafter (collectively) referred to as “the Licensee”, of the second part.
EXPLANATORY STATEMENT: The Licensor operates marina facilities, including mooring slips and docks, for boats. The Licensee acknowledges (a) having inspected the Marina and the adjoining or adjacent Condominium property used primarily in conjunction with the Marina and further acknowledges the same to be a safe and adequate mooring for the Boat; (b) the risks, liabilities and changes involved in the use, occupancy, operation, possession and enjoyment of the Marina and the surrounding land and waters in the activities related or associated therewith; and (c) that unanticipated and unexpected damages may arise during such use, occupation, possession and enjoyment and during such activities. The Licensee nonetheless wishes to obtain a license to use or occupy the facilities at such marina for the uses and purposes and on the basis of the provisions set forth in this Agreement. Definitions for a number of the capitalized terms used in this Agreement are set forth in the section captioned “Definitions” which appears at the end of the Agreement.
NOW THEREFORE WITNESS that, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties covenant, warrant, and agree as follows:
1. Slip License.
The Board or the Committee shall designate the Slip within the
2. Occupancy Permit. Notwithstanding the license hereby granted to the Licensee, the Licensee shall not occupy the Slip unless and until the Licensee shall qualify for, and actually receive, a slip occupancy permit issued by the Board or the Committee.
3. Term. The term of this Agreement shall commence on the Commencement Date and shall be for a term extending until the Termination Date.
4. Renewal. At any expiration of the Term, the Licensee shall have the option to renew this Agreement on a year to year basis if the Licensee is not in default under any of the terms, covenants, and conditions of this Agreement. This option shall be deemed to have been automatically exercised unless the Licensee shall give written notice to the contrary of the Termination Date.
5. Marina Maintenance. The Licensor shall maintain and keep the
6. Assessments.
The Board or the Committee may estimate from time to time or at any time
the aggregate amount of monies to be expended for the operation, improvement,
maintenance and/or repair of the Marina and/or the adjacent land (other than
the bulkhead) used primarily in conjunction with the operation of the Marina,
together with such reasonable amounts as, in the discretion of the Board or the
Committee, are sufficient to set aside reasonable reserves for the future
accomplishment of such purposes. The
Licensee shall pay to the Licensor as an assessment in advance of the actual
expenditures in question that portion of such total estimate as shall be the
total aggregate amount of such estimated expenses and reserve contributions
divided by the total number of slips being leased or licensed at the
7. Electricity and Water. The Licensee shall pay to the Licensor, within thirty (30) days of demand therefore, such sums for electricity, water, and refuse removal service as the Board or the Committee shall determine, in their absolute discretion, has been or reasonably will be incurred by the Licensor with regard to the Licensee’s use of the Slip and the Marina.
8. Rules and Regulations. The Licensee shall obey all of the Rules and Regulations; and the Rules and Regulations shall be binding on the Licensee as if the same were set forth in full herein. The Rules and Regulations may be amended, changed, or repealed at any time by the body promulgating them. The Licensee acknowledges receipt of a copy of the Rules and Regulations at the time of the signing of this Agreement. The Licensee agrees to abide by future amendments to the Rules and Regulations from the date when the Licensee receives actual or constructive notice of them. In the event of any breach of the provisions of this Agreement or any of the Rules and Regulations by the Licensee, members of the Licensee’s family, the Licensee’s tenants or the Licensee’s guests, the Board or the Committee shall have the right, in their sole discretion, to terminate this Agreement, to suspend or revoke the license hereby granted, to terminate or suspend the Licensee’s slip occupancy permit, and/or to suspend or revoke the Licensee’s right to use any facilities at the Marina, for such period or periods as the Board or the Committee shall determine, all without refund of any license fees or any other compensation being due to the Licensee.
9. Assignment and Transfer of the Slip.
a. All rights and responsibilities under this Agreement shall be assignable, as a whole, at any time, to any natural person or persons who own(s) at least an undivided one-half interest in a unit in the Condominium. However, no such assignment shall be effective unless and until the Licensee (or successor assignee Licensee) shall deliver to the Licensor a fully executed assignment document in the form of that attached hereto as Exhibit A.
b. With the prior approval of the Board or the Committee, the Licensee may authorize the use of the Slip by any other resident of the Condominium if such resident shall agree to be bound by all terms and provisions of this Agreement and the Rules and Regulations as if made the Licensee hereunder. In the event that such authority is given:
(i) the resident shall not use or occupy the Slip until that resident shall qualify for, and actually receive, a slip occupancy permit issued by the Board or Committee;
(ii) the Licensee shall nonetheless remain the Licensee party who is liable hereunder;
(iii) the resident authorized to use the Slip shall have no further right to allow any other person or entity to so use the Slip; and
(iv) the Licensor, the Board and the Committee shall be deemed to be third party beneficiaries of the resident’s agreement so to be bound by all terms and provisions of this Agreement and the Rules and Regulations.
c. Except as herein provided, the Licensee shall have no right to, and shall not, assign or otherwise transfer the license granted hereunder in any manner whatsoever.
10. Emergencies. The parties recognize that conditions, including, but not limited to, weather, high winds, high or low water, collision with objects or vessels, boat wake, Acts of God or third parties may necessitate immediate action by the Board or the Committee, or their agents, in the absence of the Licensee to prevent or try to prevent damage to the Boat. At the same time, the parties recognize that the Board, the Committee, and their agents are not in any way obligated to take any action or perform any services with respect to the Boat. The Board or the Committee, or the agents thereof, may, therefore, at their option and discretion, take such steps and perform such services with regard to the Boat as in their sole discretion shall be deemed advisable; and such parties shall not be liable for loss or for damage to said Boat occurring before, during or after said services shall have been performed, or for failure to provide any or all of said services, it being recognized that emergency acts are not included in this Agreement. The Licensor shall, however, be paid by the Licensee for all services performed or goods or materials used in any work dome to protect or safeguard the Boat, whether said work is or is not successful. Failure to pay said charges upon demand may, at the option of the Board or the Committee, be treated in the same manner as failure to pay license fees when due.
11. Unseaworthy Boat. In the event the Boat shall for any reason sink, capsize or otherwise become unseaworthy (as determined in the sole discretion of the Board or the Committee), it shall be the sole responsibility of the Licensee to raise and repair or remove said boat. If said salvage is not begun within two (2) business days from the date notice of said sinking shall have been provided to the Licensee, the Board or the Committee may undertake the same, all costs thereof to be at the Licensee’s expense.
12. Liability of Licensor and Licensee.
a. It is expressly agreed by and between the parties hereto that the Licensor, the Board, and the Committee shall not be liable for any loss or damage to the Boat or the contents thereof because of fire, theft, collision, windstorm, rain, ice, snow, cold weather, accidents, Acts of God, acts of other persons, whether licensees of the marina or not, or damages to the Boat from other causes occurring to the Boat while on or about said premises of Licensor, including damage resulting from hauling, blocking or moving the Boat.
b. The Licensee hereby assumes all risks of injury to the person or other property of the Licensee that may be sustained in conjunction with the use, occupancy, operation, possession, and enjoyment of the Boat, the Slip, the Marina, or the waters surrounding the Marina, or in the Licensee’s participation in any associated or related activities, boating or otherwise, in or about said premises. The Licensee hereby releases and discharges the Licensor, the Board, the Committee, and the agents thereof, from all Claims.
c. The parties hereto expressly agree that the Licensor is not considered to be an insurer under this Agreement in any way or in any manner of the Licensee’s property or person or of the property or persons of the Licensee’s guests, invitees, or any other person and agree that the Licensee should have full and complete insurance coverage against all boat and boating hazards, and hazards of personal injury.
13. Indemnification for Claims. The Licensee hereby covenants to the Licensor, the Board, the Committee and the respective members and agents thereof, (any of whom are hereinafter referred to as “an Indemnified Party” or “the Indemnified Party” and all of whom are collectively hereinafter referred to as “the Indemnified Parties”), that the Licensee will indemnify, and hold each and all of the Indemnified Parties harmless, for and from the legal defense of, and/or the payment of, any and all Claims made by the Licensee, the Licensee’s guests, invitees, members of the Licensee’s family, or others using either the Marina or the Boat with permission or at the invitation (express or implied) of the Licensee. In the event that an Indemnified Party shall be required to expend any sum of money or is deprived of any asset by reason of any such legal defense (including reasonable attorneys’ fees and court costs) or any such claim or action, the Licensee covenants and agrees to promptly reimburse the Indemnified Party for the amount so expended or for the fair market value of the asset taken, upon receipt of written notice thereof from the Indemnified Party.
14. Termination. This Agreement and the license granted herein shall automatically terminate and expire at such time as when the Licensee shall no longer be the owner or co-owner of at least an undivided one-half interest in a unit in the Condominium.
15. Removal of Boat. In the event that this Agreement shall have been terminated, either because the Term has passed, because the license granted herein has otherwise expired, or because the Licensor, the Board, or the Committee have otherwise terminated the license or this Agreement, the Boat shall be immediately removed from the Licensor’s premises, and if not so removed, may be removed by the Board, the Committee, or the agents of either, at the Licensee’s expense, to any location selected by the Board or the Committee. The Licensee agrees that in case of such removal, the Licensor, the Board, the Committee, and the agents thereof, shall bear no liability whatsoever for any loss, damage or injury resulting therefrom either to the Boat, its equipment, personal property, or persons remaining on board, or to any third parties or their property. The Board, the Committee, or the agents thereof, may employ all the force necessary to accomplish such removal. The Licensee shall be liable for all expenses, including labor, for damages to Condominium property, and any injuries to the personnel or agents of the Licensor, the Board, or the Committee caused by the Licensee, the Licensee’s guests, or members of the Licensee’s family. The Board or the Committee shall be free to employ agents or contractors in any capacity to effect removal of the Boat.
16. Retention of Boat. The Licensee shall not remove the Boat without written permission of the Board or the Committee if there are assessments or other fees or monies due and unpaid hereunder. The Board or the Committee may use all necessary force to retain said Boat until all unpaid assessments, fees and charges due to the Licensor from the Licensee have been paid, and may, at anytime and without notice, remove said Boat from water to land. In this event all hauling, moving, blocking, security and insurance charges incurred by the Board or the Committee shall be paid by the Licensee and at the option of the Board or the Committee shall be a lien against the Boat. In the event the Licensee shall remove said Boat and there are at the time of said removal or subsequently, unpaid assessments, fees or monies owing to the Licensor hereunder, Licensor is hereby granted an irrevocable license to enter upon the Boat wherever it may be found, and to remove the Boat by any means to the Licensor’s premises or to any other marina at the Licensee’s sole expense, including labor cost.
17.
18. Notice. Any notice required hereunder to be provided by the Licensor, the Board or the Committee to the Licensee shall be deemed to have been given (a) three (3) days after written notice is mailed by certified mail, return receipt requested, to the address furnished herein by the Licensee or such other address as appears by amendment to this Agreement, (b) at the time actual notice by other means is given to Licensee, or (c) seven (7) days after written notice is affixed to the wheel, tiller, or cabin door of the Boat. Any notice required hereunder to be provided by the Licensee to the Licensor, the Board, or the Committee shall be deemed to have been given (a) ten (10) days after written notice is mailed by certified mail, return receipt requested, to the President or managing agent of the Condominium at such address as may be generally used for communications to such parties or (b) at the time actual notice by other means is given to the President or managing agent of the Condominium.
19. Remedies.
a. In the event that the Licensee shall breach any provision of this Agreement or the Rules and Regulations, the Licensee shall pay the reasonable attorneys’ fees, court costs, costs of suit, and expenses incurred by the Board or the Committee in enforcing the provisions of this Agreement with respect to such breach or in obtaining damages therefore. All unpaid charges for the Licensee’s license to use space in water or on land for storage of the Boat shall give rise to a federal maritime lien and to all other rights and remedies available to the Board or the Committee, both in rem and personal, under both state and federal law. The parties hereto expressly agree that all legal expenses incurred by the Board or the Committee in the enforcement of rights under this Agreement including right to liens, maritime and otherwise, shall be paid by the Licensee and may be included, at the Board or the Committee’s opinion, in the amount of any lien, state or federal, which the Board or the Committee may have against the Licensee or the Boat.
b. Any monies due to the Licensor from the Licensee hereunder which are not paid on the date when due may, in the absolute discretion of the Board, bear interest at a rate not to exceed the maximum legal rate permitted from time to time in the State of Maryland, and may, by resolution of the Board or the Committee, subject the Licensee obligated to pay the same to the payment of such penalty or “late charge” as the Board may fix.
c. Any monies due to the Licensor from the Licensee hereunder which are not paid on the date when due shall be delinquent and shall, together with the herein specified interest, “late charges”, costs of recording this Agreement, reasonable attorneys’ fees, and the cost of collection thereof, thereupon become damages secured by a continuing lien upon the unit or units owned by the Licensee in the Condominium. The Licensor, the Board, or the Committee may, in their discretion, bring an action at law against the Licensee, or take appropriate action under the Maryland Contract Lien Act to establish, enforce, and foreclose on the lien against the unit or units in the Condominium then belonging to said Licensee, in either of which events interest, “late charges”, the cost of recording this Agreement, reasonable attorneys’ fees, and cost of collection shall be damages which shall be awarded and/or collected with the amount of such delinquent monies owed. The personal obligation of the Licensee to pay such monies, interest thereon, “late charges”, the cost of recording this Agreement, reasonable attorneys’ fees, and costs of collection shall be the personal obligation of the Licensee for the statutory period; and a suit to recover a money judgment for such obligation may be maintained without establishing, enforcing, foreclosing or waiving the lien herein provided for to secure the same.
20. The Board and the Committee. Where the provisions of this Agreement accord rights and/or responsibilities to either the Board or the Committee, or to both, the Board shall be entitled from time to time to determine, in its absolute discretion, which entity, or whether both entities, shall appropriately exercise or perform the rights and/or responsibilities in question.
21. Severability. In the event any provision herein shall be held not enforceable, this shall not affect the enforceability of any other provision of this Agreement.
22. Construction of Terms. All terms of this Agreement in the singular shall include the plural. The provisions stated and contained in the EXPLANATORY STATEMENT above are intended to be a material part of this Agreement and are not merely prefactory in nature. This Agreement is one which is solely for the grant of the license described herein. Said license confers no right, title, interest or estate in the Licensor’s land or the riparian rights attached thereto and shall not be construed to be a lease or to give rise to any landlord-tenant relationship.
23. Waiver. Failure of the Licensor, the Board, or the Committee to enforce any provisions herein shall not constitute a waiver of its or their rights with respect to any future breaches or violations of this Agreement by the Licensee.
24. Captions. The captions at the beginning of any section or subsection of this Agreement are inserted only as a matter of convenience for reference, and are in no way intended to be a substantive part thereof, or to define, limit, affect, or supplement any provisions of this Agreement.
25. Entire Agreement and Modification. This Agreement contains the entire
understanding of the parties, and there are no representations, warranties,
covenants, or undertakings other than those expressly set forth herein. This Agreement supercedes and replaces any prior
lease or other agreement between the parties with regard to the right to use or
occupy any slip in the
26. Scope of Agreement. All of the promises, stipulations, covenants, and agreements herein contained shall apply to, bind, and be obligatory upon the parties hereto and the heirs, legatees, devisees, executors, administrators, personal representatives, successors, and assigns of each whether so expressed or not. In the Event that more than one party shall comprise the Licensee hereunder, the liability of all such parties of the second part shall be joint and several.
27. Definitions. The defined terms used in this Agreement shall, unless the context otherwise requires, have the meaning specified in this section:
a. “this Agreement” shall mean and refer to this Slip License Agreement as it may be amended from time to time, as the context requires. Words such as “herein”, “hereinafter”, “hereof”, “hereto”, “hereby” and “hereunder”, when used with reference to this Agreement, refer to this Agreement as a whole unless the context requires otherwise.
b. “the Board” shall mean and refer to the Board of Directors of the Condominium.
c. “the Boat” shall mean and refer to any boat, vessel or craft as shall occupy the Slip.
d. “Claims” shall mean and refer to any and all manner of action and actions, causes and causes of action, claims, suits, debts, dues, sums of money, reckonings, damages, demands, losses, costs and expenses (including reasonable attorneys’ fees), liabilities and obligations of whatever kind or description whatsoever in law or in equity, whether or not they are in contemplation at the present time, which person or entity hereafter might have or allege against the Licensor, the Board or the Committee upon or by reason of any matter, cause or thing whatsoever arising from, or in any way relating to, any of the following:
(i) operation of the Boat by Licensee;
(ii) substances (including fuel or objects) on or in the Boat;
(iii) acts of, or failure to act by, the Licensee, the Licensee’s guests, invitees, members of the Licensee’s family, or others using either the Marina or the Boat with permission or at the invitation (express or implied) of the Licensee; and
(iv)
acts of, or failure to act by, the Licensor, the Board, the Committee, or the
agents thereof, in the operation, maintenance, repair, or replacement of the
e. “the Commencement Date” shall mean and refer to the date first written above.
f.
“the Committee” shall mean and refer to the Marina Committee elected by the
tenants and licensees of the slips at the
g. “the Condominium” shall mean and refer to Dreams Landing Condominium.
h. “the Licensee” shall mean and refer to the party of the second part specified above or such person, persons, entity or entities as to whom the slip license rights under this Agreement have been validly assigned. An assignee of the rights of the original party of the second part specified above, or of the rights of any successor party thereto, shall have the same rights, duties, and liabilities as the original party of the second part specified above. As used in this Agreement, the term “the Licensee” shall include the owner(s), master(s), or any person(s) in control of the Boat. In the event that the owner of the Boat is not the person or entity licensed to use such slip space, it shall be conclusively presumed for the purposes of this Agreement that the Licensee is the agent of said owner; and the owner shall have all duties, obligations, rights and responsibilities for complying with this Agreement and the Rules and Regulations, as if said owner were the Licensee.
i. “the Licensor” shall mean and refer to the Council of Unit Owners of the Condominium.
j.
“the
k.
“Rules and Regulations” shall mean and refer to any and all Rules and
Regulations, as from time to time amended, promulgated by the Board or the
Committee with respect to the use and operation of the
l. “the Slip” shall mean and refer to the slip hereunder designated for use by the Licensee.
m. “the Term” shall mean and refer to the original term of this Agreement, together with any renewal term or terms (as hereinafter provided) which have actually occurred at the time in question.
n. “the Termination Date” shall mean and refer to the next April first occurring after the Commencement Date, or, in the event of the exercise of any renewal option granted under this Agreement, the April first occurring after the Term as extended by the exercise of that renewal option.
IN WITNESS OF THIS AGREEMENT,
the parties have signed and sealed two duplicate written counterparts of this
Agreement on the date first written above.
THE
COUNCIL OF UNIT OWNERS OF
DREAMS LANDING CONDOMINIUM
By__Vicki Lathom ________(SEAL)
Office:
President
Licensor
______________________________
s___________________________(SEAL)
______________________________
s___________________________(SEAL)
w
Licensee
______________________________
STATE OF
before
me, the subscriber, a Notary Public of the State of
_____________________________________
, President
who
is known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument and he made oath in due form of law that he
is the president of the Council of Unit Owners of Dreams Landing
Condominium and that, as such, he is duly authorized to execute the within
instrument for the purposes therein contained, and he acknowledged the
execution of said instrument as the act of said Council of Unit Owners of
Dreams Landing Condominium.
AS WITNESS my
hand and notarial seal.
_________________________________
Notary Public
My commission expires: _____________
STATE
OF
I HEREBY CERTIFY
that on this _______ day of ____________________, 200___ before me, the
subscriber, a Notary Public of the State of
_____________________________
who
is(are) known to me (or satisfactorily proven) to be the person(s) whose
name(s) is(are) subscribed to the within instrument and said person(s)
acknowledged the execution of said instrument as each said person’s act.
AS WITNESS my
hand and notarial seal.