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NON EXCLUSIVE CROSS ACCESS LICENSE AGREEMENTRETURN TO: Office of Official Records and Legislative Services City of Clearwater P. O. Box 4748 Clearwater, FI. 33758 -4748 NONEXCLUSIVE CROSS ACCESS LICENSE AGREEMENT This NOII- EXCLUSIVE CROSS ACCESS LICENSE AGREEMENT is made and entered into this 340 day of ? ✓A/G , 2011 by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation (hereafter, "City ") and WATER'S EDGE CONDOMINIUM ASSOCIATION OF CLEARWATER, INC., a Florida not for profit corporation (hereafter, "Association "), each a "Party" and collectively, "the Parties ". RECITALS WHEREAS, The City owns fee title in and to that certain parcel of land identified as Pinellas County Parcel 16- 29 -15- 20358 - 001 -0040 ( "City Parcel "); and, WHEREAS the Association is the condominium association responsible for the operation and maintenance of the common elements of the Water's Edge, a Condominium, and owns fee title in and to that certain parcel of land identified as Pinellas County Parcel 16-29-15- 95084- 000 -0000, said parcel being identified by the Property Appraiser as Water's Edge Condominium Common Elements ( "Water's Edge Parcel "); and, WHEREAS, the Parties now mutually and severally desire to create non - exclusive pedestrian cross access between the aforementioned parcels of land to facilitate construction, installation, operation and maintenance of Waters Edge New Pedestrian Egress Gate ( "Gate "), in accordance with City Permit No. BCP2011- 03499, ( "Permit ") appended hereto as EXHIBIT "A" and by this reference made a part hereof; NOW, THEREFORE, for and in consideration of the foregoing recitals, and the mutual covenants and conditions contained herein, the Parties hereby agree as follows: RECITALS: The foregoing recitals are true and correct and are incorporated in and form a part of this Agreement. COSTS: All costs and expenses related to permitting, construction, installation, operation and maintenance of the Gate and related improvements made by the Association pursuant to the Permit shall be borne by the Association. CODE COMPLIANCE: In compliance with requirements of Chapter 28, Section XIX (5)(a) Streets, Sidewalks, other Public Places, of the City of Clearwater Code of Ordinances, the Association shall, within 15 days following the date hereof, deliver to the City, in care of the City Manager, the sum of Two Thousand Seven Hundred Eighty -two and--- NO /100's - -- Dollars ($2,782.00) in certified U. S. funds in full settlement of obligations imposed thereby for the loss of a designated public parking space. TERM. This Nonexclusive Cross Access License Agreement (hereafter, "License ") is terminable at will by either Party and shall extend until terminated by either Party hereto at any time upon providing thirty (30) days' written notice to the other Party. In the event of termination as provided herein, the Parties may, at their sole discretion, restore any and all portions of their land in any manner utilized in fulfillment of the provisions of this License. CROSS ACCESS LICENSE AND LICENSE RECIPROCITY: The Association hereby grants to the City, for the benefit of the general public, a revocable pedestrian access license to cross the Water's Edge Parcel. The City hereby grants to the Association, for the benefit of its members (and the tenants and guests of said Association members), guests and invitees, contractors, subcontractors, and any other third party providing construction, repair or maintenance relating to the Gate, a revocable pedestrian access license to cross the City Parcel and for the installation, repair, and maintenance of the Gate and any improvements to the Gate, as more particularly described in the Permit (each a "License" and together the "Licenses "). The Licenses shall each be contingent upon the other continuing to exist. If either License is terminated in accordance with its terms or for any other reason, the remaining License shall automatically extinguish. LIABILITY AND INDEMNIFICATION: In further consideration of the City entering into this License, the Association agrees to hold the City harmless from all liability therefore, and shall defend, indemnify, and hold harmless the City, its officers, agents and employees from and against any and all loss, liability and damages of whatever nature to persons and property occasioned by the operation of the License; including, without limiting the generality of foregoing, death of any person and loss of the use of any property. This includes, but is not limited to, matters arising out of or claimed to have been caused by or in any manner related to utilization of the Gate by Association members (and tenants and guests of said Association members), guests or invitees of Water's Edge, a Condominium, the Association (including its officers, directors, or employees), any contractors, subcontractors, and any other third party providing construction, repair or maintenance relating to the Gate, or the public in general. NOTICE: Any notice required by this License shall be in writing and shall be delivered by hand or sent U.S. Registered Mail, or U.S. certified mail, return receipt requested postage prepaid and addressed as follows: City Association City of Clearwater P.O. Box 4748 Clearwater, FL 33458 -4748 Attention: City Manager Water's Edge Condominium Association of Clearwater, Inc. 331 Cleveland Street Clearwater, FL 33755 Attention: President LIABILITY INSURANCE. The Association will maintain General Commercial Liability Insurance specifically including contractual liability coverage as follows. a. Minimum coverage limits of $1,000,000 Per Occurrence Combined Single Limit for Bodily Injury Liability and Property Damage Liability. b. The City, as licensor, shall be a named Additional Insured under said policy of insurance. The policy shall provide coverage for any death, bodily injury, personal injury or property damage that should arise directly or indirectly from performance under this License. c. The insurance coverages and conditions afforded by this policy shall not be suspended, voided, canceled or modified except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City's Risk Management Office. d. The Association's obligation to carry the insurance provided herein may be brought within the coverage of a "blanket policy" of insurance carried and maintained by the Association; provided, however, the coverages afforded shall not be reduced or diminished or otherwise be different from that which would have existed under a separate policy meeting all other requirements of this License. e. Certificates of Insurance meeting the specific insurance provisions required in this License shall be forwarded to the City's Risk Management Office and approved prior to the Association's commencement of the installation of the Gate. ENTIRE AGREEMENT / DISCLAIMER OF WARRANTIES: This License constitutes the entire agreement of the Parties regarding the matters described herein, and may not be changed, modified, or discharged except as provided herein, except by written amendment duly executed by the Parties. Further, the Parties acknowledge that City's execution hereof does not in any manner whatsoever imply or grant to the Association or any other party any additional right or privilege of use of the City Hall parking lot located on the City Parcel, beyond that available to the public in general, except as to ingress /egress, more specifically set forth and depicted in this License. The City expressly retains the discretion to utilize or limit City parking facilities in any manner it sees fit. The City does not make any warranties or representations as to suitability of the License area for a particular purpose, and the Parties mutually acknowledge and agree that no representations or warranties shall bind any of the Parties hereto unless expressed in writing herein or in a duly executed amendment hereof. [ *SIGNATURES ARE ON THE FOLLOWING PAGES. *] Approved as to form: Laura Mahony Assistant City Attorney CITY OF CLEARWATER, FLORIDA By:��i.�. William B. Horne, II City Manager Attest: Rosemarie Call City Clerk C'etA, IN WITNESS WHEREOF, the Parties hereto have set their hands and seals the day and date first above written. Signed, sealed and delivered In the presence of: • � -s Signatur- t Witness : • me ss Sign'ure Print Witness N - me COUNTY OF BEFORE ME, the undersigned, personally appeared JD�1� lam-• k���aN as g SibI�T of Water's Edge Condominium Association of Clearwater, Inc., a Florida not for profit corporation, for and on behalf of said corporation, whom, being duly authorized, personally executed the foregoing instrument and who acknowledged the execution thereof to h_ free act and deed for the uses and purposes herein expressed, and who [ ✓] is personally known to me or [ ] who did provide as ident 'cation. : ss WATER'S EDGE CONDOMINIUM ASSOCITATION OF CLEARW • TER INC., a Fl ► i•a not •r profi cJ,ora on By: Print n Title Se c rt 4& - IT d official seal this 3O day 11112111 No a P blic - Sta e • FIo ida D• Print/Type Notary Name 4 , 2011. My commission expires: owl,,,,, PATRICE D. BARBER a, Notary Public • State of Florida • My Comm. Expires Oct 27, 2012 . Commission • DO 824789 Seeded Through Naomi Notary Assn. WATERS EDGE j NEW PEDESTRIAN EGRESS GATE ACPItY 8y: mr �: 331 CLEVELAND STREET 1 CLEARWATER, FLORIDA EMIG PAM EXISTING WATERSEoGE ORP paw UK 4:110 iiiiiiiiiiiliiiiiiiiiiiiiiniiiiiiiiiiiiiiiiiiiiiiiiiiiii/ li iiiiiiiiiiiiiiiiiiiiiiiiiiiiiii =COMES ES OF fY MYERS w WPM. lAtTal ADIAM 0251110 MPS. Nedr 4e COLUMN USTRIC ILORRY CITY SPACE 33 R EXISTING 0 VIPENIEr 2{10481 04' 11. Luna �i A 01 Or �-- ISOCA1E13 SI:WO : NEN CONC. CURS 12'x 1 Sir PAYERS ; COM BUFF Of MOM PAVERS canto AEWMNI FEW - TEO (2) comas OF 1Y PAYERS 11/ CEIEETAHIE Sr>fIF Pa. SUCH iDRI CfM DOSING MPS. NO PARKING / / / / NOTES 1 1. twa MY MRS CN 1' owe A* COO/LIED URESTONE EWE 2. ROME DORMS tmcsf74PE AT DIRECTh* OF OWNER PEDESTRIAN GATE PLAN EXb71q COLUMN CITY OF CLEARWNA ENC+INEER1NG DEPART - AaSW.&dor Card SprInlja Repaid pd., PAM eNrarip» 1 3/8" .v.4. 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