LICENSE AGREEMENT FOR 10 YEARS TO 03/01/2011 FOR NONEXCLUSIVE USE OF 50 NON-DESIGNATED PARKING SPACES AT THE GARDEN AVENUE MUNICIPAL GARAGE
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LICENSE. AGREEMENT
TIllS LICENSE made this ~ 3'; day of 1~ , 2001,
by and between the CITY OF CLEARWATER, FLO~A, a Florida Municipal
Corporation ("Licensor"), and CLEARW ATER-GARDEN TOWER OPERATING
ASSOCIATES, a New Mexico Limited Partnership, having a principal business address
at 330 Garfield Street, Santa Fe, New Mexico 87505 ("Licensee");
(Whenever used herein the term "Licensor" and "Licensee" shall include all of the parties to this agreement and heirs, legal
representatives and assigns of the individuals, and the successors and assigns of corporations)
WIT N E SSE T H:
WHEREAS, the Licensor is owner and operator of the Garden Avenue Municipal
Garage located at 28 North Garden Avenue ("Garage"), Clearwater, Florida; and,
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WHEREAS, Licensee wishes to secure the non-exclusive use of 50 non-designated
parking spaces in the garage for current and future tenants of the Bank of America
Building, 600 Cleveland Street, Clearwater, Florida; and,
WHEREAS, Licensor is agreeable to granting Licensee the privilege and non-
exclusive use of said parking spaces for the purposes of vehicle parking;
NOW, THEREFORE, in consideration of the of the foregoing recitals, the mutual
covenants and conditions herein contained, and other good and valuable considerations,
the receipt of which is hereby acknowledged, the parties hereby agree as follows:
PARKING PRIVILEGES
Licensor does hereby grant to Licensee non-exclusive parking privileges in and to
fifty (50) non-designated parking spaces within the garage under the following terms and
conditions:
TERM AND FEE
TIllS LICENSE shall extend from the 1 st day of March, 2001 ("Effective Date")
for a primary term of ten (10) years, with the Licensee paying therefore the initial annual
license fee of Twenty-four Thousand and---NoIlOO's---Dollars ($24,000.00), payable in
advance in twelve monthly installments of One Thousand Seven Hundred Fifty and---
No/100's---Dollars ($2,000.00), plus applicable sales taxes, for a total monthly payment of
$2,140.00 commencing upon the Effective Date hereof The above determined annual
license fee reflects the initial monthly rent of $40.00 per parking space for each of the fifty
(50) non-designated parking spaces licensed hereby, plus 7% sales tax. The initial monthly
fee stipulated herein shall remain unchanged until such time as the monthly rate for all
other parking spaces within the garage are adjusted, at which time the rate for the parking
spaces hereby licensed shall equally adjust. Page 1 of 5
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EXTENSIONS
Licensee shall have the option to extend this License for two (2) additional terms
of five (5) years each so long as it has abided by the terms and conditions of the License
and is not in default hereunder. In the event Licensee desires to extend the term of this
License, Licensee shall give written notice to Licensor of such intention not less than one
hundred eighty (180) days prior to termination of the primary term or any extension
hereof. If timely notice is not provided to Licensor by Licensee as provided herein, all
rights granted herein shall terminate and extinguish at 12:00 oclock midnight on the final
day of the then current term.
USE OF LICENSED SPACES
Licensee covenants and agrees with Licensor that it shall not use the licensed
parking spaces for any other purpose other than to provide non-exclusive automobile
parking rights in conjunction with commercial leasing of office space within the Bank of
America building. The licensed parking spaces shall be available to authorized tenants
Monday through Friday of each week on an unlimited basis during the hours of 7:00 a.m.
through 7:00 p.m., the current hours of operation. Licensor reserves unto itself the right
to amend its hours of operation of the Garden Avenue Garage; but in no event shall
authroized users of the herein licensed parking spaces be limited to the use thereof for
less than the current hours per week as stipulated herein.
ADMINISTRATION
Licensee covenants and agrees with Licensor that it will deliver to Licensor in advance an
individual Monthly Parking Application, a sample of which is attached hereto as
EXHIBIT "A", for each individual to be granted parking privileges pursuant to the terms
and conditions of this License, and to the faithful fulfillment of obligations as defmed in
"Monthly Parking Regulations" attached hereto as EXHIBIT "B", or as such regulations
may be hereafter amended.
LIABILITY & INDEMNIFICA nON
Licensee understands and agrees it shall assume all risks in the use of the licensed
spaces as provided herein. Licensee shall hold Licensor harmless from all liability
therefore, and shall defend, indemnify, and hold harmless the Licensor, its officers,
agents, and employees from and against any and all loss, liaiblity and damages of
whatever nature, to persons and property occasioned by Licensee's negligent or wilful
misconduct, including, without limiting the generality of the foregoing, death of any
person and loss of the use of any property except arising from the negligence or willful
misconduct of Licensor or Licensor's agents or employees. 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 licensed parking spaces or Licensee's activities or those of any approved or
unapproved tenant, invitee, contractor, subcontractor, or other person approved,
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authorized, or permitted by Licensee in or about the premises, whether or not based on
negligence.
DEF AUL TffERMINA TION
This License may be terminated by the parties under the following circumstances
and in the following manner:
a Bv Licensor: This license is subject to tennination by Licensor in the event
of material default by Licensee in the performance of any of the terms,
covenants or conditions of this License, and in the failure of Licensee to
remedy, or undertake to remedy to Licensor's reasonable satisfaction, such
default for a period of thirty (30) days after receipt of notice from Licensor
to remedy same; or should Licensee vacate or abandon the use of the licensed
parking spaces. Should Licensor's City Commission determine in a public
hearing that a competing municipial need exists for the licensed spaces, in that
event Licensor shall provide Licensee not less than one hundred eighty (180)
days Notice of Licensor's intent to terminate this License Agreement. In the
event of any of the foregoing occurrences, and delivery or mailing of Notice
as above provided, all rights granted herein shall immediately extinguish and
terminate, unless any time frame is provided to the contrary, and the licensed
parking spaces shall revert fully to Licensor as though this License had never
been granted.
b. By Licensee: This license is subject to termination by Licensee in the event
of material default by Licensor in the performance of any of the terms,
covenants or conditions of this License, and in the failue of Licensor to
remedy, or undertake to remedy to Licensee's reasonable satisfaction, such
default for a period of thirty (30) days after receipt of notice from Licensee
to remedy same.
c. By Either Party: Either party may terminate this license upon providing the
other party not less than one hundred eighty (180) days written notice of its
intent to terminate. Such notice shall be deemed to have been given when
mailed, postage paid, or personally delivered.
NOTICE
Any notice shall be in writing and shall be delivered by hand or sent by United
States Registered Mail, postage prepaid and addressed as follows:
Licensor
Parking Manager
City of Clearwater
P. O. Box 4748
Clearwater, Fl. 34618-4748
Licensee
Clearwater-Garden Tower
Operating Associates, L. P.
CIO Colliers Arnold
121 North Osceola Avenue
Clearwater, Fl. 33755
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With a COPy to
Clearwater-Garden Tower
Operating Associates, L.P.
330 Garfield Street
Santa Fe, NM 87501
Such addresses may be changed from time to time by either party by giving notice as
provided above. Notice shall be deemed given when delivered (if delivered by hand), or
when postmarked if sent U. S. Mail, certified, retwn receipt requested.
DISCLAIMER OF WARRANTIES
This License constitutes the entire agreement of the parties regarding the premises
described herein, and may not be changed, modified or discharged except by written
amendment duly executed by both parties. Licensee agrees that no representations or
warranties shall be binding upon Licensor unless expressed in writing herein or in a duly
executed amendment hereof. Further, Licensor does not warrant and hereby disclaims
any
and all liability and responsibility for or on accOlmt of the condition of the premises, or
any portions thereof, or for or on account of anything affecting such conditions.
ASSIGNMENT
This License, or any right or interest granted herein, may not be assigned,
transferred or sub-licensed by Licensee without the consent of the Licensor, which shall
not be unreasonably withheld. It is mutually understood that Licensor may, at any time,
with notice, assign or delegate any or all of its rights hereunder so long as none of
Licensee's rights herein are in any way impaired..
Signature Page - License Agreement
Grantor: City of Clearwater, Florida
Grantee: Clearwater-Garden Tower Operating Associates, L. P.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and date first above written.
LICENSOR:
co. untersigned: CITY OF CLEAR WATER, FL:;;!;!
A__ f!-~y: ~f3~-:rr
Brian 1. Aungst - William B. Home, II
Mayor~Commissioner Interim City Manger
Attest:
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C 'a R Goudean, City Clerk
LICENSEE:
Signed, sealed and delivered in the presence of:
CLEARWATER-GARDEN TOWER OPERATING ASSOCIATES, L. P.
By: BGK CLEARWATER TOWER, LLC
its mana . g member
By:
Cheryl S. W. oughby,
Senior Vice-President
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Type/Print witnesses name
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Witness Signature
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Witness Signature
HI-- lehe :::;;;J,JUvt lee/L
T ype/Print witnesses name
Approved as to form:
iJf~( ('~".
e Hayman, Assi t City Attorney
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