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LICENSE AGREEMENT (11) ,! I I . .. " LICENSE AGREEMENT g4- Florida municipality (herein, the "CITY"), and BOB EVANS FARMS, INC. (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 t1~~ 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 - fle' ~-A.uJ . f9~; . ~ /1..{N }r1,.lC.L o p0<..A.7:...iYli;) lo! ~ \,j 1(/1 Ir? t' I:: I \,f- )'- i / " I' , j ...... 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 eusement 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 removul of the sign is necessary pursuant to this agreement. Each surety bond or letter of credi t 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 nO,t 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 LICENS~E .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- . 'r . " 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 wri tten. CITY OF CLEARWATEH ~M,'d4L I 1m City Manager' Attest: Approved as to forr:t1 and correctness: ~e~ ~ ~..: ~.- -'-.'-. ,~- ...,:..... ~ \ . ... -. 1 L r;- .:-'\ . _-:-.~,~.u.i(~ Ci ty~erk ~ - . . .__~ .//'- .-- ./ . . '--.. LICENSEE - ----- B~c/~~ '(J.;P y,,:f/-~ -3- ~ I I -. LICENSEE PROPERTY Commence at the North 1/4 Corner of Section 19, Township 28 South, Range 16 East Pinellas County, Florida thence S 000 00' 49" E, along the North. South Centerline of said Section 19, also being the Centerline of U.S. Highway 19 (State Route 55), for 1360.98 feet thence N. 890 56' 33" E., for 100.00 feet to point being on the Easterly right-of-way line of said U.S. Highway 19, said right-of-way being 200.00 feet in width, thence N 000 00' 49" W., 235.00 feet to the point of beginning; thence N. 000 00' 49"., 230.00 feet; thence N. 890 56' 33" E., 202.00 feet; thence S 000 00' 49" E., 191.00 feet; thence S 890 56' 33" W., 138.00 feet; thence S. 000 00' 49" E., 39.00 feet; thence S. 890 56' 33" W., 64.00 feet to the P.O.B. containing 0.64 acres M.O.L. EXHIBIT "B" *It:J1 ~-. ,'"\-....."... ~- ," '- '. ., ':.. I I SURETY BOND FOR LICENSE AGREEMENT (Sign in Easement) KNOW ALL MEN BY THESE PRESENTS, that A 613 6-VA-NJ FA/lftJ .2:'luC , as Principal, and The Cant inertta 1 Insurance Company. , a corporation organized and existing under the laws of the State of Ne':'l Hampsh~re , as Surety, are held and firmly bound unto the City of Clearwater, Florida, as Obligee, in the sum of CT)-e ~ Dollars ($ I; 000 eQ ) lawful money of the United States of America, for 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 October 8, , 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- ," ,~.-. -~ '0> < 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 8th day of October , 19~. PRINCIPAL: (.Cf~t$7/~k , ') j .' &Jz ,?~l~ ". (..~ , " BOB EVANS FARMS, INC. ~/ By: ~ / ~:actL,/ Title: 7)~,& ';:::.i<;J, SURETY: ;/iPiL~ ~1JJi;~ THE CONTINENTAL INSURANCE COMPANY /J{~:""'~g J (L 11t~~ By: _L~ A ttor 2il\~ll~KX Dorothy S. Beaver k FLORIDA RESI Schoenberger Inc. 9000 Regency Square Blvd. Jacksonville, FL 32211 -2- The Coritnental Insurance CoItpany 180 Maiden Lane, New York, New York 10038 GENERAL POWER OF ATTORNEY "":.._;~ . r .*'" .. ~. f ~ Know all men by these Presents, That THE CONTIN~NTAL INSURANCE COMPANY has made, constituted and appointed, and by these presents cloes make, constitute and appoint Dorothy S. Beaver of Columbus, Ohio its true and lawful attorney, for it and in its name, place, and stead to execute on behalf of the said Company, as surety, bonds, undertakings and contracts of suretyship to be given to All Obligees provided that no bond or undertaking or contract of suretyship executed under this authority shall exceed in amount the sum of Unlimited Dollars This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company on the 1st day of November, 1977: "RESOLVED, that tl'le Chairman of the Board, ttle Vice Chairman of !lie Board. the President. an Elcecutive Vice President or a SeniOr Vice President or a Vice President of ttle Company, be, and that each or any of them is. authorized to execute Powers of Altomey Qualifying tile attorney named in the given Power of Attorney to execute in behalf of the Company, bonds, undertakings and all contracts of suretyShip; and trial an Assistant Vice President. . Secretary or an Assistant Secretary be. and ttlat each or any of them hereby is, authonzed to anest the execution of any such Power of Anomey, and to attach thereto tile sui of the Compeny, FURTHER RESOLVED, that the signatures of such officers and the seal of tl'le ComI)8l'ly may be affixed to any such Power at Anomey or to any certificate relating thereto by faCSimile, ana any such Power of Momey or certificate beanng such facSllTllle signatures or facSlITllle seal sNll be valid and binding upon tM Company wilen so aHixed and in the future with respect to any bonO, undertaking or contract of suretyShip to wI'ItCh rt IS attaened." In Witness Whereof, THE CONTINENTAL INSURANCE COMPANY has caused its official seal to be hereunto affixed. and these presents to be signed by one of its Vice Presidents and attested by one of its Assistant Vice Presidents this 4th day of June, 1984, THE CONTINENTAL INSURANCE COMPANY Byr;4~ I ~ Michael J Beemaert. Vice-President Attest~: r-J., . ,-/A.J.L~~ T.H Stephens, ASSIstant Vice President fj~~~"~~;\ !,. :: ~:~~~FO:E:~~::::X } '"" \~=-/J On this 4th day of June, 1984. before me personally came MiC~lael J. !3eemaert. to me known. who being by me duly sworn, did depose and say that he is a Vice President of THE CONTINENTAL INSURANCE COMPANY. the corporation described in and which executed the above instrument: that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation and that he signed his name thereto by like order, ~~ ~~A~ A Notary ~ublic of N_ Jersey My CommisSIon ExpIres June 23, 1988 .....';jc'.... ,.......... .~~ ll.~..~,~~..~\ ill -,=.c .::; \.: ~;..........~~~ '.f ,..,.~~.,., CERTlFtCATE .1. the undersigned, an Assistant Vice President of THE CONTINENTAL INSURANCE COMPANY, a New Hampshire corporation, DO HEREBY CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked; and furthermore that the Resolution of the Board of Directors, set forth in the said Power of Anorney, is now in force. Signed and sealed at Piscataway, in the State of New Jersey. Dated the 8th day of Oc tober .1987 ' ~ap ~__?::;v..?~~ " BONO UlSK Pnnt8<l III U.S.A,