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REVOCABLE LICENSE AGREEMENT FOR COMMERCIAL USE OF CITY OF CLEARWATER PROPERTYREVOCABLE LICENSE AGREEMENT FOR COMMERCIAL USE OF CITY OF CLEARWATER PROPERTY This LICENSE AGREEMENT is made and entered into this � f� day of �'" , 2012, by and befinreen the CITY OF CLEARWATER, FLORIDA, a Florida muni ipal corporation ("Licensor"), and THE BLUE DAHLIA MARKETPLACE, LLC, a Florida limited liability company, whose principal address is 409 Cleveland Street, Clearwater, FL 33756 ("Licensee"). (Whenever used herein the ter►ns "Licensor" and "Licensee" shall include all of the parties to this inst►ument, and heirs, legal representatives and assigns of individuals, and the successors and assigns of corporations) WITNESSETH: 1. License Premises: In consideration of Licensee timely and fully complying with the covenants and conditions herein contained, Licensor does hereby grant to Licensee and Licensee hereby accepts from Licensor, a revocable License to utilize the following described premises owned by Licensor: See Exhibit "A" attached hereto and by this reference, made a part hereof (hereinafter, the "License Premises"). 2. Use of License Premises: Licensee shall have the right and privilege to utilize the above-described premises for the purposes of perForming customary business practices associated with the existing retail establishment currently operated by Licensee. It is the intention of the Parties that this License shall not extend any later than October 31, 2012; therefore, Licensee shall vacate and remove all personal property from the License Premises on or before October 31, 2012. Personal property remaining on the premises after said vacation date shall be deemed abandoned. 3. No Interest in Land: This License is not coupled with an interest in land. It is expressly understood that this License Agreement does not in any way whatsoever grant or convey any permanent easement, lease, fee or other real property interest in the Property to the Licensee. This License Agreement is not exclusive and City specifically reserves the right to grant other rights of entry in regard to the Property as long as the same do not interfere with the rights granted to Licensee herein. 4. Former Property Interests Dissolved: The Parties acknowledge and agree that Licensor will take fee simple title to the License Premises on or about the effective date of this License, which shall be upon execution by all Parties hereto, but it is not the intention of the Parties that the Licensor take assignment of any lease the Licensee may have with a previous owner. Therefore, Licensee agrees that upon execution of this License by Licensee, all former interests of Licensee in the License P�emises, including but not limited to any easements, leases, fee interest or other real property interests, whether entered into with Licensor or Page 1 of 6 another party, including previous owners of said property, shall terminate, dissolve or otherwise be null and void. 5. License Term and Fee: The parties hereto hereby agree that this License requires no fee, but rather, this License is provided by Licensor in consideration of the fulfillment of the covenants and conditions hereto, and other good and valuable consideration, to allow Licensee to continue to occupy the License Premises until the occurrence of any one, or more, of the following, whichever shall occur first: a. Licensee procures an alternative location and vacates the License Premises. Licensee shall inform Licensor of such vacation with as much advanced notice as practically possible. b. 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 fifteen (15) days after receipt of Notice from Licensor to remedy same; or, c. Receipt by Licensee of written notice from Licensor that Licensor has determined at its sole discretion that the Licensee shall vacate the License Premises. Upon such notice, Licensee shall have fifteen (15) days to vacate the License Premises. 6. At such time as any of the aforementioned events occur, all rights granted herein in favor of the Licensee shall automatically extinguish and the License Premises shall revert fully to the Licensor as if this License had never been granted. 7. Liability / Indemnification: Licensor will not accept and explicitly renounces any liability of any nature for use of the License Premises by the Licensee, its employees, agents, contractors and invitees. Licensee shall save and hold harmless the Licensor, its successors and/or assigns, from any and all liability arising from injury to person or property during the term hereof; provided, however, that Licensor may be liable in any event, only to the extent permitted by the limits of Florida Statutes 768.28, to Licensee for any injury to person or property upon the License Premises occasioned wholly by any negligent act or omission of the Licensor, its employees, agents and invitees. Nothing contained herein shall be construed to waive or modify the provisions of Florida Statute 768.28 or the doctrine of sovereign immunity. In addition, nothing contained herein shall be construed as creating third party beneficiaries or as consent by the Licensor to be sued by third parties in any manner arising from this grant of License. 8. Insurance: Licensee shall procure and maintain during the term of this License, Comprehensive General Liability Insurance which shall provide: a. Minimum coverage limits of $1,000,000 Per Occurrence Combined Single Limit for Bodily Injury Liability and Property Damage Liability. Page 2 of 6 b. The City of Clearwater, as Licensor, shall be a named Additional Insured under said policy of insurance. c. 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. d. 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. e. Licensee's obligation to carry the insurance provided herein may be brought within the coverage of a"blanket policy" of insurance carried and maintained by Licensee; providing, however, the coverages afforded the Licensor 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. 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 possession of the License Premise. 9. Other Provisions: Integral to the rights and privileges herein granted, the parties further agree as follows: a. Licensee shall at all times maintain the License Premises in compliance with all applicable City of Clearwater codes. b. Licensee shall be responsible for direct costs associated with the conducting its business practices, including but not limited to, all expenses for utilities required, if any, in the operation and maintenance of the License Premises, and any and all maintenance required on the License premises. c. Licensee, at its sole expense, shall comply with all applicable Federal, State and Local environmental laws, and shall not allow the storage, use, disposal, or discharge by itself or others, of any contaminants or hazardous materials as defined in State, Federal or Local environmental laws on or about the License Premises. d. If this License, or its operation, shall create any ad valorem or other tax obligations, it shall be incumbent solely upon Licensee to timely discharge same. e. This license is personal to licensee. It is non-assignable and any attempt to assign this license will terminate the license privileges granted to licensee under this agreement. Page 3 of 6 10. Notice: Any notice given by one party to the other in connection with this License shall be sent by certified mail, return receipt, with postage and fees prepaid, addressed as follows: If to Licensor: Rod Irwin, Assistant City Manager City of Clearwater P. O. Box 4748 Clearwater, Florida 33758-4748 If to Licensee: Paula Ellenburg The Blue Dahlia Marketplace, LLC 409 Cleveland Street Clearwater, Florida 33755 11. Quiet Enjovment: Subject to the Licensor's right to terminate as provided for herein, and upon observing and performing the covenants, terms and conditions required by this License, the Licensee shall peaceably and quietly hold and enjoy the License Premises for the indeterminate term as stipulated herein, without hindrance or interruption by Licensor. It is expressly understood and agreed that all rights of ownership of the License premises not inconsistent with the license rights herein conveyed to Licensee are reserved to Licensor. Subject to the terms and conditions hereof, Licensor shall have the right at its sole discretion to grant such other licenses, rights or privileges to other persons and entities so long as such grants shall not unreasonably interfere with rights and privileges conveyed herein to Licensee. 12. Entire Agreement: This License contains all of the terms, conditions and covenants binding the parties hereto. There are no other terms, conditions, covenants or understandings, either written or oral, binding upon the parties unless expressed herein in writing or subsequently addended hereto by mutual agreement of the parties. IN WITNESS WHEREOF, the undersigned parties have hereunto affixed their hands and seals the day and year first above written. Signed, sealed and delivered THE BLUE DAHLIA MARKET�LACE, LLC In the presence of: W� ess sign t re ,�" l _ / �L�i �� lj,�l�t'� 'j r By: �� Print Name er�u�� F,/(eh 6 Title Page 4 of 6 Print Witness name [signature page of City follows] Page 5 of 6 Countersigned: — C�¢O�� � � C�C � i`'�f George N. Cretekos, Mayor Approved as to form: � Laura Lipowski Mahony Assistant City Attorney Page 6 of 6 CITY OF CLEARWATER, FLORIDA , By: � � . ^� William B. Horne, II, City Manager Attest: �� !�%1-t�/��.�.i.t �� Rosemarie Call, C TNf % /. , ,�, + � �:. �..; s,;;�, , �'{�. . Sco% 1" = 30' This is not a survey � � ? ��' � � � � O � � h � h O EXHIBIT "A" NORTH Cl evel and Street 78' Right-of-Way � � 9, 3/4w � _ _ _ � North Boundary _ � _ � ( � 5• 8 ' /8' � � J.R Davey Et. Al. Resubdivision � � Hillsborough Plat � Book 1, Page 87 � � 7 /q I 6 Vw� S I �j w ,� U/ O � � I __ Sourh aou,uk,ry 8' 8' _ J_ 'I � 9� 3�4� I� Legal Description of Property to be Acquired per OR 14886-2370: That part of the East nineteen and three quarters (19 4) feet of Lot Six (6) in Block "B", of JOHN R. DAVEY, ET ALS RESUBDMSION OF EARLL MUMFORD ROSS & STARR'S SUBDIVISION, IN CLEARWATER HARBOR, according to the plat of said Re-Subdivision, as recorded in Plat Book 1, Page 87, of the Public Records of Hillsborough County, Florida, of which Pinellas was once a part thereof, described as follows: Beginning at a point in the North boundary of said Lot 6, which is five (5) feet and eight and one-eighth (8 g) inches West of its Northeast corner; run thence West along the North boundary of said Lot 6, to the Northwest corner of the East nineteen and tt�ree-quarters (19 4) feet of said lot; run thence South to the Southwest corner of the East nineteen and three-quarters (19 4) feet of said Lot 6; run thence East to a point in the South boundary of said Lot 6, which is eight feet and eight inches West of its Southeast corner; and run thence Northerly to the Point of Beginning.