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LICENSE AGREEMENT (6) I I . 0 LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into this Iff.!!- day of September , 1986, by and between the CITY OF CLEARWATER, a Florida municipality (herein, the "CITY"), and GENERAL MILLS RESTAURANT GROIIP. INC. d/b/a THE OLIVE GARDEN #32 (herein, the "LICENSEE"). 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 has agreed to grant 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 Dollars 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 agreement 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. However, 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 the 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- Qt!: FjAL~JL(,G (JpCL le/IO/rgb PCUJ ' ., , ", n 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 $1.000.00 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 not_ been located. In such event, the City Engineer may revise his estimate of the probable 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- . . 1. ....',',(~~ , -.- 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 from the application of any of the applicable ordinances of the CITY. (g) The LICENSEE agrees to defend, indemnify and hold the CITY harmless from any and all claims for damages resulting directly or indirectly from the installation and maintenance of the sign in the easement pursuant to this agreement, and from any and all other claims arising under this agreement, except for claims arising from 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, Florida. 5. This agreement may be cancelled by either party by giving notice in writing to the other party not less than thirty (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 hereunto set their hands and seal the day and year first above written. Approved as to form and correctness: ;Xrity Manager Attest: (I ~ - City Attorney 4~~q~(} O-~..~~, Clt lerk-: ~. - - -~ ..- - - - - -- '- /. -- -- -" - -~ LICENSEE .. _ ._ ~~.s RANI: .'_uP"',.-li'fc. ,... B ~ J/v~ -3- ~ ; I I SURETY BOND FOR LICENSE AGREEMENT (Sign in Easement) KNOW ALL MEN BY THESE PRESENTS, that GENERAL MILLS RESTAURANT GROUP, INC. d/b/a THE OLIVE GARDEN #32 THE TRAVELERS INDEMNITY COMPANY , as Principal, and , a corporation organized and existing under the laws of the State of Connecticut , as Surety, are held and firmly bound unto the City of Clearwater, Florida, as Obligee, in the sum of One Thousand and No/lOO________..;..____Dollars ($ 1,000.00 lawful money of the United States of America, ior 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 15 ,19~, 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 effect. 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 15th day of september , 19~. PRINCIP AL: GENERAL MILLS RESTAURANT GROUP, INC. d/b/a THE OLIVE GARDEN ~12 By: ~~~ Title: ~ .JI.u~d SURETY: 9;;J;;~Aln,fi , THE TRAVELERS INDEMNITY COMPANY ---'-"-- Attorney in Fact, John Resident Florida A0~nt -2- I I The Travelers Indemnity Company Hartford, Connecticut POWER OF ATIORNEY KNOW ALL MEN BY THESE PRESENTS: That THE TRAVELERS INDEMNITY COMPANY, a corporation of the State of Connecticut, does hereby make, constitute and appoint A. B. Herndon, Jr., William Schaffer, John S. Fowler, Charlotte Brakebill, JoAnn Bebout, J. Gregory MacKenzie, all of Orlando, Florida, EACH its true and lawful Attorney(s)-in-Fact, with full power and authority, for and on behalf of the Company as surety, to execute and deliver and affix the seal of the Company thereto, if a seal is required, bonds, undertakings. recognizances, consents of surety or other written obligations in the nature thereof, as follows: Any and all bonds, undertakings, recognizances, consents of surety or btherwrittenuoB1Tgat:1ons ifCtnenartirefnereor and to bind THE TRAVELERS INDEMNITY COMPANY thereby, and all of the acts of said Attorney(s)- in-Fact, pursuant to these presents, are hereby ratified and confirmed. This appointment is made under and by authority of the following by-laws of the Company which by-laws are now in full force and effect: ARTICLE IV, SECTION 14. The Chairman of the Board, the President, the Chairman of the Finance Committee" any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Corporate Secretary or any Department Secretary may appoint attorneys-in-fact or agents with power and authority, as defined or limited in their respective powers of attorney, for and on behalf of the Company to execute and deliver, and affix the seal of the Company thereto, bonds, undertakings, recognizances, consents of surety or other written obligations in the nature thereof and any of 5.'1id officers may remove any such attorney-in-fact or agent and revoke the power and authority given to him. ARTICLE IV, SECTION 16. Any bond, undertaking, recognizance, consent of surety or written obligation in the nature thereof shall be valid and binding upon the Company when signed by the Chairman of the Board, the President, the Chairman of the Finance Committee, any Executive Vice President, any Senior Vice President, any Vice President or any Second Vice President and duly attested and sealed, if a seal is required, by the Cor- porate Secretary or any Department Secretary or any Assistant Corpora te Secretary or any Assistant Department Secretary, or shall be valid and binding upon the Company when duly executed and sealed, if a seal is required, by a duly authorized attorney-in-fact or agent, pursuant to and within the limits of the authority granted by his or her power of attorney. This power of attorney is signed and sealed by facsimile under and by the authority of the following Resolu- tion adopted by the Directors of THE TRAVELERS INDEMNITY COMPANY at a meeting duly called and held on the 30th day of November, 1959: VOTED: That the signature of any officer authoriud by the By-Laws and the Company seal may be affixed by facsimile to any power of attorney or special power of attorney or certification of either given for the execution of any bond. undertaking, recoFnizance or other written obligation in the nature thereof; such signature and seal, when so used belllg hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed, This power of attorney revokes that dated May 11, 1983 on behalf of A. B. Herndon, Jr., William Schaffer, John S. Fowler, Charlotte Brakebill, JoAnn Hancock, Monte R. Rann IN WITNESS WHEREOF, THE TRAVELERS INDEMNITY COMPANY has presents to be signed by its proper officer and its corporate seal to be hereunto affixed this day of November 19 84. caused these 2nd THE TRAVELERS INDEMNITY COMPANY By JJ/~ Secretary, Surety S-2242 Rev. 6-82 P,inted in U_S.A. (Over) ,;~v:U fl y{.t~ My commission expires Notary Public April 1, 1988 CERTIFICATION I, Paul D, Tubach, Assistant Secretary (Surety) of THE TRAVELERS INDEMNITY COMPANY. certify that the foregoing power of attorney, the above quoted Sections 14, and 16, of Article IV of the By-Laws and the Resolution of the Board of Directors of November 30, 1959 have not been abridged or revoked and are now in full force and effect, Signed and Sealed at Hartford, Connecticut, this I '? 1"H day of SE.PTE:.(v\~~ 8b . <?~~.~~ Assistant Secretary, Surety ,# "_'II' 5-2242 (BACK) I I CRtA TIVE DI~ING DIVISION OF GENERAL MILLS RESTAURANT GROUP, lNG, September 17, 1986 City of Clearwater Planning Department P. O. Box 4748 Clearwater, FL 33518-4748 Attn: Carol Cicero Re: General Mills Restaurant Group, Inc. d/b/a The Olive Garden #32 3261 US Hwy. 19 N. Clearwater, FL - License Agreement Dear Ms. Cicero: Per your previous conversations with Anne Lohman of Creative Dining, enclosed herein are two executed copies of the License Agreement you requested in order that we may place The Olive Garden sign in the 40 foot easement area along US Hwy. 19. I am also enclosing a $1,000.00 Surety Bond to cover the sign in the easement area. If you have any questions on the enclosed, please call me. Very truly yours, B~'~ Legal Assistant BAP /pl Enclosures cc: Anne Lohman O ~rSfl\"i;.!' , ,:.,., ,-,:-",~~---t.:'-'-"'.' ..., . ,:, ' ), " "',' t ft\.','.-,,: <;;:-D I 8 I~ ',~"',,,fU:' ',~'; r.., :'00 1JA j ~.: " ~. >.; i "^~~'I;':' -..:~ ""'''''"\ :.-- . .' '- "'-, ,'; , - _-', ."'11 ...-",.,..ml' j~"" jj ,'Y:'IIii_ 1.3'86 ~Ul "'-'O'\l)N~' A' ~ ~ -Is". Iii~ 1,,:": ~ P.O. Box 13340 . Orlando, Florida 32859-3340 . (305) 859-3044