LICENSE AGREEMENT - 28 GARDEN AVE NLICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered into this 11 day of ( T1,-0-0
2013, by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal
Corporation, P.O. Box 4748, Clearwater, Florida 33758 -4748 (herein, "City" or Licensor),
and 600 Cleveland LLC, a Florida Limited Liability Company (herein, "Licensee "), 1465
South Ft Harrison Ave, Suite 202, Clearwater Florida 33756
WHEREAS, the property located at 28 N. Garden Avenue, also known as the
Garden Street Parking Garage, is public property under the jurisdiction of the City of
Clearwater, Florida; and
WHEREAS, based on having fully- evaluated the parking needs of the public and
the City itself, City Management has identified seventy -eight (78) parking spaces (herein,
"the Property ") at the Garden Street Parking Garage that are depicted in Exhibit "A," which
is attached hereto and made a part hereof, which the City is willing to license non-
exclusive legal and proper use of the Property to Licensee, pursuant to the terms of this
Agreement;
WHEREAS, with the consideration that Licensee is willing to pay for non - exclusive
use of the Property, the City will derive greater economic benefit from the Property than it
is currently receiving;
NOW THEREFORE, in consideration of the covenants herein contained, the City
hereby grants a parking License to the Licensee for the Property described in Exhibit "A,"
attached hereto.
1. TERM AND FEE: This License shall commence upon the date that this License is
fully executed by the parties hereto and continue for a primary term of three (3) years,
unless otherwise terminated by either party as provided herein. This License may be
eligible for renewal for two consecutive one (1) year terms, only upon annual agreement
by both parties. The Licensee agrees to pay the Licensor, as consideration for use of the
Property during any term of this License, the sum of Two Thousand Four Hundred Ninety -
Six and 00/100 Dollars ($2,496.00) per month [thirty-two ($32.00) dollars per parking
space x seventy -eight (78) parking spaces], and this sum shall be considered delinquent if
paid on the sixth (6m) day or thereafter of the subsequent month due.
2. USE OF PREMISES: The Licensee, its tenants, and employees of the tenants
(herein, "the Users ") only shall have exclusive use of seventy -eight (78) parking spaces,
which are chosen at the Licensor's sole discretion, at the Garden Street Garage, and the
Users shall utilize the Property only between the hours of 7:00 AM and 6:00 PM during
weekdays and not during Federal Holidays (Effective Hours). This License shall only be in
effect during the Effective Hours and the Property shall be available to the public during all
other times.
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Any vehicle parked at the Property that is unmoved for forty -eight (48) hours, may be
towed at Licensee's expense and may be subject to penalties pursuant to the City's
parking enforcement program.
This License shall not confer upon the Licensee any interest in the Property.
The Users making legal and proper use of the Property shall promptly comply with all
statutes, ordinances, rules, orders, regulations, and requirements of any governmental
agency with authority over the Property.
The location of the licensed parking spaces can change at the Licensor's sole
discretion, and Exhibit A will be amended to reflect such change, but in any event:
a) The Licensor will not decrease the amount of parking spaces available to the
Licensee below the agreed upon number of seventy -eight (78).
b) Such spaces will remain within the Garden Street Parking Garage.
c) The Licensor shall provide the Licensee thirty (30) days written notice prior to
changing the location of the licensed parking spaces.
3. SIGNAGE: Licensor, at its sole cost and expense, shall install barricades with
signage identifying the seventy-eight (78) parking spaces that are reserved for the Users
and shall expressly explain in such signage that the spaces are available to the public
outside of the Effective Hours.
4. ENFORCEMENT: The City will monitor and enforce the parking rules on the
Property consistent with the City's existing parking enforcement program. The City will
issue seventy -eight (78) garage access cards to the Licensee, which will be solely for the
utilization of the Users. The Licensee shall not sell, derive any direct economic benefit,
profit, or otherwise convey for consideration the garage access cards to the Users. The
Licensee shall also provide to the Licensor a completed access card application form,
license tag number, and refundable $10.00 deposit for each User vehicle authorized to
make regular use the Property.
5. PARTIES' LIABILITY: Licensee shall save and hold harmless the Licensor, its
successors and /or assigns, from any and all liability arising from claims, suits, or
judgments for death, personal injury, bodily injury, or property damage on account of the
negligent or willful acts of Licensee's employees, servants, agents, invitees having in
any way caused such liability in connection to the use of the Property. Nothing
contained herein shall be construed to waive or modify the provisions of Florida Statute
sec. 768.28 or the doctrine of sovereign immunity as to the Licensor. Additionally,
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.
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a) Assumption of Risk and Disclaimer of Liability:
The designated spaces and the Property, as a whole, are to be used at the sole risk
of the Licensee, Licensee's independent contractors, agents, servants, employees,
guests, invitees, or other persons making legal and proper use of the designated spaces,
and the City of Clearwater shall not be liable or responsible for the care or protection of
vehicles and contents, or for any loss of damage or whatever kind of nature to said
vehicle, nor shall the City be responsible for injuries to persons occurring at the Property,
except for when such loss, damage, or injury is due to the negligent conduct of the
Licensor, its employees, servants, or agents. There is no guarantee or warranty of any
kind as to the condition of the designated spaces,
b) Licensee, Licensee's independent contractors, agents, servants, employees,
guests, invitees, or other persons making legal and proper use of the
designated parking spaces shall assume the duty to report all accidents to the
City's Parking Manager or the Licensee's designee.
6. TERMINATION: The Licensee may terminate this License upon ninety (90) days
written notice to the City. The City, at its option, may terminate this License upon sixty (60)
days written notice to the Licensee if any of the following conditions occur:
a) At the sole discretion of the City Manager, the Property is needed for
development purposes; or
b) The City Council determines at a duly constituted City Council Meeting that the
Property is needed for other municipal purposes.
Licensor may terminate this License upon thirty (30) days written notice if the Licensee
fails to remit the monthly License Fee or is delinquent on payment of the License Fee.
Upon termination by either party as provided herein, the Licensee shall remove its signs
and restore the Property to a condition consistent with the remainder of the Property.
7. NOTICES: Any notice shall be in writing and shall be delivered by hand or sent by
United States registered or certified mail, postage prepaid, addressed as follows:
CITY:
Parking Manager
City of Clearwater Engineering Department
P.O. Box 4748
Clearwater, Florida 33758 -4748
[A04 -00232 /121423/71
approval may be withheld at City's sole and exclusive discretion. Moreover, Licensee shall not
add, under any circumstances, accessory structures to or otherwise modify the structure of the
designated parking spaces or the Property.
If the designated parking spaces or the Property is destroyed or so damaged by fire or other
casualty during the term of the License, this agreement will terminate. City shall not be
required to make any repairs or replacement of the designated parking spaces other than
those repairs or replacements that the City solely deems necessary.
11. ENTIRE AGREEMENT: This License, together with any additional Addenda and /or
Exhibits attached hereto, shall constitute the entire Agreement between the City and Licensee.
No other Agreements unless incorporated and made a part herein, shall be binding on either
party. No amendment or modification of this License shall be effective unless agreed to in
writing by Licensee and the City.
12. APPLICABLE LAW & VENUE: Parties agree that Florida Statutes shall apply in
enforcing provisions of this License and waive trial by jury in any action or proceeding brought
to enforce the terms of this License. The venue for any proceedings brought to enforce this
License is in Pinellas County, Florida.
13. NO 3RD PARTY RIGHTS: Parties hereto do not intend nor shall this Agreement be
construed to grant any rights, privileges or interest to any person not a party to this Agreement.
14. INSURANCE: The Licensee shall, at its own cost and expense, acquire and maintain
(and cause contractors and subcontractors, if applicable, to acquire and maintain) during the
License term with the City, sufficient insurance, or self- insurance, to adequately protect the
respective interest of the parties. Specifically the Licensee must carry the following minimum
types and amounts on an occurrence basis, or in the case of coverage that cannot be obtained
on an occurrence basis, then coverage can be obtained on a claims -made basis with a
minimum three (3) year tail following the termination or expiration of this License:
1. Commercial General Liability Insurance in the amount of $1,000,000 per occurrence
and $2,000,000 general aggregate.
2. Commercial Automobile Liability Insurance for any owned, non - owned, hired or
borrowed automobile is required in the minimum amount of $1,000,000 combined
single limit.
3. Statutory Workers' Compensation Insurance and Employer's Liability Insurance in
the minimum amount of $100,000 each employee each accident, $100,000 each
employee by disease and $500,000 aggregate by disease with benefits afforded
under the laws of the State of Florida. Coverage should include Voluntary
Compensation and U.S. Longshoremen's and Harbor Worker's Act coverage where
applicable. Coverage must be applicable to employees, contractors, and
subcontractors, if any.
The above insurance limits may be achieved by a combination of primary and
umbrella /excess liability policies.
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Other Insurance Provisions:
1. The City is to be specifically included as an "Insured" on the Commercial Liability
Insurance, and Commercial Auto Liability Insurance policies listed.
2. Prior to the execution of this Agreement then annually upon the anniversary date(s)
of the insurance policy's renewal date(s), the Licensee will furnish the City with a
Certificate of Insurance or letter evidencing the coverage set forth above and naming
the City as an "Insured" on the Licensee's Commercial General Liability Insurance
and Commercial Auto Liability Insurance policies listed above. In addition, The
Licensee will provide the City with certified copies of all applicable policies when
requested in writing from the City. The address where such certificates or letters
and certified policies shall be sent or delivered is as follows:
Parking Manager
City of Clearwater Engineering Department
P.O. Box 4748
Clearwater, Florida 33758 -4748
3. The Licensee shall provide thirty (30) days written notice of any cancellation, non -
renewal, termination, material change or reduction in coverage.
4. The Licensee's insurance as outlined above shall be primary and non - contributory
coverage for The Licensee's negligence.
The stipulated limits of coverage above shall not be construed as a limitation of any
potential liability to the City, and failure to request evidence of this insurance shall not be
construed as a waiver of The Licensee's obligation to provide the insurance coverage
specified.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first written above.
Signed, sealed and delivered
In the presence of:
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Countersigned: ON BEHALF OF LICENSOR, THE CITY OF CLEARWATER, FLORIDA:
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[A04 -00232 /121423/7j
EXHIBIT A
1
NORTH
78 SPACES TO BE LICENSED
ISOMETRIC VIEW
N.T.S.
4TH LEVEL
3RD LEVEL
2ND LEVEL
GROUND LEVEL
U
rwater
Engineering Department
100 S. Myrtle Avenue. Clearwater. i'knda 33756
GARDEN AVENUE
PARKING GARAGE LAYOUT
DRAY I BY NEA
BESa+m BY N/A
SOU N.T.S.
PECKED BY TLM
DYRi. N0. PKG GARAGE
DAVE 03/20/13
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