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LICENSE AGREEMENT (10) ~ ~- I I ! . .. LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into this 30th day of September , 198t, by and between the CITY OF CLEARWATER, a Florida municipality (herein, the "CITY"), and Clearwater Collection Associates. Ltd. By Sembler Equities. rnc.. Its Sole (herein, the "LICENSEE"). Geuel.al FarLner WHEREAS, the CITY owns an easement which is described herein, and the LICENSEE owns certain real property, also described herein, which is partially subject to and partially adjoining the easement; and WHEREAS, the LICENSEE has requested a license to use a portion of the easement for the purpose of installing and maintaining a sign, and the CITY hus agreed to grunt the license subject to the terms and conditions set forth in this License Agreement; now therefore FOR AND IN CONSIDERATION of the sum of Ten Dollar's and other good and valuable consideration in hand paid to the CITY by LICENSEE, and of the mutual promises and covenants set forth herein, the parties hereto agree: 1. The CITY grants unto LICENSEE a nonexclusive license to use the easement described in Exhibit A, attached hereto, for the construction and maintenance of a sign to identify the property of the LICENSEE adjoining the easement which is described in Exhibit B, attached hereto. 2. The initial term of this agl'eement shall be for three (3) years from the date hereof, and shall be extended automatically for additional terms of one (1) year unless terminated by either party as provided herein. Howevel', the term of this agreement, including all extensions thereof, shall not exceed fifteen (15) years. 3. This license is granted subject to the following terms and conditions, and the LICENSEE agrees to comply with each and every term and condition: (a) The sign to be constructed within the easement shall meet all applicable requirements of tl~e ordinances of the CITY in effect as of the date of this agreement or as may be modified prior to the issuance of the permit for the installation of the sign. The LICENSEE agrees to request no variances from the application of any of the applicable ordinances of the CITY with respect to the sign or the location of the sign. With respect to the setback requirements for the sign, the CITY represents to the LICENSEE that the minimum required setback for the sign shall be measured from the boundary between the easement and the adjoining road right-of-way, and not from the boundary between the easement and the LICENSEE's adjoining property. - 1 - 7~i//i?_/7 ,-;: ~r1 ( '-'/ ('/,'r.)" ) 00', ~ I'i 1i)~-f iU-OI,-..i(D) 10/.;)oft; 7 !' /" /,~ , . " ) '.! :~.' ') I I . ~ (b) Within the easement, the sign shall be installed at a location which, in the opinion of the City Engineer, does not conflict with utility lines presently existing in the easement (if any) or which is not reasonably likely to conflict with the use of the easement during the term of this agreement. (c) The LICENSEE agrees to relocate or remove the sign at its expense if, during the term of this agreement, the City Engineer of the CITY determines that the relocation or removal of the sign is necessary in order to avoid a conflict between the sign and utility lines installed or to be installed in the easement, or is otherwise necessary to permit the use of the easement by the CITY for the intended purpose of the easement, or upon the acquisition or threat of acquisition of the easement by another governmental agency for any public purpose. (d) The LICENSEE shall post with the CITY and continuously maintain during the term of this agreement a cash bond, surety bond or letter of credit from a financial institution acceptable to the CITY in the amount of $2,000.00 which amount represents the City Engineer'S estimate of the probable cost to remove the sign from the easement. The cash bond, surety bond or letter of credit shall guarantee the removal by the LICENSEE of the sign within ninety (90) days following receipt of notice from the City Engineer of the CITY that the removal of the sign is necessary pursuant to this agreement. Each surety bond or letter of credit shall be renewed not later than one hundred twenty (120) days prior to the expiration of the surety bond or letter of credit. (e) In the event that the LICENSEE wishes to relocate the sign within the easement, the location shall be approved by the City Engineer of the CITY, and this agreement shall continue in full force and effect as if the sign had no.t been located. In such event, the City Engineer may revise his estimate of the pl'obable cost to remove the sign, and the LICENSEE shall furnish a new cash bond, surety bond or letter of credit if the estimate of the City Engineer has increased or decreased. (f) The installation and maintenance of the sign within the easement pursuant to this agreement shall not confer upon the LICENSEE the right to relocate the sign within the easement or to another location within the adjoining real property of the LICENSEE. However, the LICENSEE ,may relocate the sign to the LICENSEE's adjoining property if the relocation may be accomplished without violating any applicable ordinance of the CITY at the time of such relocation, including but not limited to ordinances pertaining to signs, on-site parking, required landscaping, or - 2- I I .. required open space. As an additional inducement to the CITY to enter into this agreement, the LICENSEE assures the CITY that the plans of the LICENSEE for the development of the adjoining property include or will include space for the sign in the event that relocation of the sign is required, and that the relocation of the sign to that space will not cause the loss of required on-site parking, required landscaping, or required open space, or will otherwise violate any applicable ordinance of the CITY, and that the sign may be relocated without obtaining a variance feom the application of any of the applicable ordinances of the CITY. (g) The LICENSEE ageees to defend, indemnify and hold the CITY harmless from any and all claims for damages resulting directly or indieectly from the installation and maintenance of the sign in the easement pursuant to this agreement, and feom any and all other claims arising under this agreement, except fOl' claims arising fl'om the negligence of the CITY or its officers, employees or agents. 4. This agreement and the rights and obligations hereunder shall run with the land and shall be binding upon the successors and .assigns of the parties hereto. This agreement may be recorded in the public records of Pinellas County, Floeida. 5. This agreement may be cancelled by either party by giving notice in writing to the othel' party not less than thil'ty (30) days prior to the cancellation date. In the event of cancellation of this agreement, the LICENSEE shall remove the sign at its expense within not more than ninety (90) days following the notice of cancellation. IN WITNESS WHEREOF, the CITY and the LICENSEE have heeeunto set their hands and seal the day and year first above wri tten. CITY OF CLEARWATER f;Ed: Mayor-Commissioner rJ:.7d~'!;.-1~ Attest:. ., .... Approved as to fOl'l!! and correctness: c~,~ '-. .... ~ ~~~~ ;;~; ~-~ 0- ----0 City Crerk,_. .,-- LICENSEE CLEARWATER COLLECTION ASSOCIATES, LTD. By: Sembler Equities In. ,It's Sole General Partner BY./~1"1'7 4' ~~ · ~ ~ ;Pre(t ~ - 3- .. I fOND NO: B-80-235887 SURETY BOND FOR LICENSE AGREEMENT (Sign in Easement) KNOW ALL MEN BY THESE PRESENTS, that ('1 p.=lYV.7.=lrpr Collection l'..ccooiates, Ltd. By: Sembler Equities Inc., It's Sole General Partner , as Principal, and The Cincinnati Insurance Company , a corporation organized and existing under the laws of the State of -~ ----. -- Ohio , as Surety, are held and firmly bound unto the City of Clearwater, Florida, as Obligee, in the sum of 'TWo Thousand Dollars ($ 2,000.00 ) lawful money of the United States of America, for the payment of which we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain License Agreement between the Principal and the Obligee, dated September 30 ,191U-' providing for the installation and maintenance of a sign by the Principal in an easement owned by the Obligee, and the License Agreement requires that the Principal furnish a bond to the Obligee; NOW, THEREFORE, the conditions of this obligation are such that if the Principal shall in all respects comply with the obligations of the said License Agreement, and shall remove the sign installed pursuant to the License Agreement within ninety (90) days following receipt of notice from the City Engineer of the Obligee that the removal of the sign is necessary, without cost or expense to the Obligee, then this obligation shall be void; otherwise, to remain in full force and eff ect. And the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the License Agreement shall in any way affect its obligations under this bond, and it does hereby waive notice of -1- . ' I I any such change, extension of time, alteration or addition to the terms of the License Agreement. It is further provided that this bond shall be in effect continuously during the term of the License Agreement. This bond may be cancelled at any time after one year following the date hereof by the Surety upon giving not less one hundred twenty (120) days written notice to the Obligee, in which event the liability of the Surety shall, as of the cancellation date set forth in the written notice to the Obligee, cease as to the subsequent default on the part of the Principal. IN TESTIMONY WHEREOF, the parties hereto have set their hands and seals this 30th day of September , 19~. PRINCIPAL: CLEARWATER COLLECTION ASSOCIATES, LTD By: Sembler Equities, Inc., Its Sole General Partner By: ~,d~' Title~ , 'u.- ~/~' - SURETY: INSURANCE CdMPAlIt-i ~-_: . : "'" ~lA1A. ~J\.IU,} By: ~ : ~o K. L~~~~Q/~~~ Attorney in Fact / - -2- i,'" TIIJ CINCINNATI INSURANCE COMPANi Cincinnati, Ohio POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That THE CINCINNATI INSURANCE COMPANY, a corporation organized under the laws of the State of Ohio, and having its principal office in the City of Cincinnati, Ohio, does hereby constitute and appoint Kenneth E. Hawkins; Terrell V. Hawkins; Micahel A. McClain; Sally E. Shuck; Ava A. Kiburz; Denise K. Wiedermann and/or Nancye E. Porter of St. Petersburg, Florida its true and lawful Attorney(s)-in-Fact to sign, execute, seal and deliver on its behalf as Surety, and as its act and deed, any and all bonds, policies, undertakings, or other like instruments, as follows: Any such obligations in the United States, up to One Million Five Hundred Thousand and No/lOO Dollars ($1,500,000.00). This appointment is made under and by authority of the following resolution passed by the Board of Directors of said Company at a meeting held in the principal office of the Company, a quorum being present and voting, on the 6th day of December, 1958, which resolution is still in effect: "RESOLVED, that the President or any Vice President be hereby authorized, and empowered to appoint Attorneys-in- Fact of the Company to execute any and all bonds, policies, undertakings, or other like instruments on behalf of the Corporation, and may authorize any officer or any such Attorney-in-Fact to affix the corporate seal; and may with or without cause modify or revoke any such appointment or authority. Any such writings so executed by such Attorneys-in- Fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 7th day of December, 1973: "RESOLVED, that the signature of the President or a Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Secretary and Treasurer and the seal of the Company may be affixed by facsimile to any certificate of any such power and any such power of certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undeItaking to which it is attached, continue to be valid and binding on the Company." IN WITNESS WHEREOF, THE CINCINNATI INSURANCE COMPANY has caused these presents to be sealed with its corporate seal, duly attested by its Senior Vice President this 14th day of June, 1984. THE CINCINNATI INSURANCE COMPANY JfJ~&7 STATE OF OHIO ) ss: COUNTY OF HAMILTON) On this 14th day of June, 1984, before me came the above-named Senior Vice President of THE CINCINNATI INSURANCE COMPANY, to me personally known to be the officer described herein, and acknowledged that the seal affixed to the preceding instrument is the corporate seal of said Company and the corporate seal and the signature of the officer were duly affixed and subscribed to said instrument by the authority and direction of said corporation. \ \ ~~"~~~ 0 Hc.NHY G. Bc.HLUN, Attorney At Law Notary Public State of Ohio My commission has no expiration date. Section 147.03 R. C. I, the undersigned Secretary and Treasurer of THE CINCINNATI INSURANCE COMPANY, hereby certify that the above is a true and correct copy of the Original Power of Attorney issued by said Company, and do hereby further certify that the said Power of Attorney is still in full force and effect. ~/j)~ SecretafY and Treasurer BN-IOOS (6/84)