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HomeMy WebLinkAboutAgreement_General_04/13/2017 (2) ISLAND HOUSE SOUTHWEST CONDOMINIUM ASSOCIATION INC BOAT SLIP LICENSE AGREEMENT 13'b% `dx_, This Island House Southwest Condominium ssociation, Inc. License Agreement (this " License " or " Agreement '), is entered into and is effective as of the t ay of February, 2017 (the " Effective Date "), by and between Island House Southwest Condominium Association, Inc., a Florida not for profit corporation, ( " Owner ") having its principal place of business at 325 Beach Road, Tequesta, Florida 33469 and the Village of Tequesta, a municipal corporation of the State of Florida, having a place of business at 345 Tequesta Drive, Tequesta, Florida 33469 ( " Licensee "). Licensee desires to license from Owner the use of the northernmost boat slip #I (the "Slip ") of Owner's dock (the " Dock "), which is located in the intracoastal waterway on the west side of Owner's condominium (the " Condominium ") as identified and depicted on Exhibit A for the below described purpose. Owner has agreed to allow Licensee use of the Slip and the Dock for such purposes, subject to the terms and conditions of this License. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Licensee agree as follows: 1. License A. Uses. Subject to the terms hereof, Owner hereby grants and conveys to Licensee a non - exclusive license on, upon, and across the Slip and Dock for the purpose of mooring its 25' floating Jetdock to the Dock, upon which Jetdock Licensee may keep its police boat. The grant of this License is subject to all covenants, conditions, restrictions, police powers, regulations and prior easements affecting the Slip, the Dock and the Condominium. Notwithstanding the foregoing, Owner shall not grant to any other parties the right to use the Slip during the License Term (as defined below). B. License Fee/Term Upon payment by Licensee to Owner of a license fee in the amount of $10.00 per year (the " License Fee "), plus any applicable sales tax, Licensee shall be entitled to use the Slip and the Dock beginning on the Effective Date of this Agreement until such time as Owner unilaterally terminates this Agreement at any time by giving thirty (30) days prior written notice thereof to Licensee (the " License Term "). Except to the extent otherwise provided, all setup, removal of equipment, restoration of the Slip and any other obligations set forth in this Agreement, excepting those obligations that survive termination of this Agreement, shall also occur during this time. Upon the termination of this Agreement, Licensee shall promptly remove any and all equipment and other materials placed by it in the Slip and on the Dock and return the Slip to Owner materially in its pre - possession condition. C. Conditions Licensee shall not make any permanent improvement or alter any existing improvements on, over or across the Slip or the Dock, except as otherwise permitted by Owner in writing. Licensee will be solely responsible for providing all fixtures, mooring equipment, dock bumpers and any other equipment necessary for its use of the Slip during the License Term. Licensee may not place any signage on, over or across the Slip or the Dock at any time, without Owner's prior written approval. Owner shall have no obligation to provide to Licensee and/or its Invitees any security or access control with respect to or over any portion of the Slip or Dock. Licensee and its Invitees who enter and utilize the Slip and Dock shall do so at their own risk. The Owner shall have no liability for acts or omissions arising or connected with the Licensee's and its Invitees' use of the Slip and Dock, except to the extent that such acts or omissions constitute gross negligence or intentional misconduct by the Owner. THE SLIP AND DOCK USAGE IS PROVIDED IN AN "AS -IS" CONDITION AND OWNER MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE SLIP OR DOCK FOR THE LICENSEE'S INTENDED PURPOSES. 2. Owners' Access and Control of Slip and Dock Owner may, from time to time, promulgate rules and regulations pertaining to the use, occupancy and operations of the Slip and the Dock and Licensee shall abide by any such rules. Notwithstanding the foregoing, Licensee shall take all necessary precautions to ensure the safety of its employees, contractors, invitees, guests and agents (collectively its "Invitees ") who may from time to time access the Slip and the Dock during the License Term, and to prevent accidents.or injury to any persons on or about the Slip and the Dock. Licensee shall give all notices and comply with all applicable codes relative to safety of persons SF" \WPDOCSVsland Howe SoWhwest Condo Asso6lLi— Agrcem 1n 1- 2- 27- 17.doe — I v or property and their protection from damage, injury or loss and the prevention of accidents. Licensee shall exercise and maintain all reasonable safeguards for safety and protection of its Invitees while occupying the Slip and the Dock during the License Term. 3. Compliance with Laws Licensee, at its sole tout and expense, shall be responsible for and shall obtain, or cause to be obtained in advance of the commencement nee t of the License Term, an and all licenses, its or other Y perm approvals from any and all governmental agencies, federal, state or local, in connection with its use of the Slip and the Dock during the License Term. Licensee wan for itself and its officers, directors, employees, agents and others engaged by it that each of them will comply with all applicable Federal, State, and local laws and regulations regarding the use of the Slip and the Dock (including, but not limited to, compliance with the requirements of all permits required during the License Term). 4. jam. Licensee shall maintain insurance in connection with this Agreement with the following limits: A. A policy of commercial general liability insurance and watercraft liability (inclusive of broad farm contractual coverage) covering the event on an "occurrence" basis (as opposed to "claims made"), with a combined policy limit not less than two million dollars ($2,000,000), applying to liability for bodily injury including death, personal injury and property damage. Worker's Compensation with statutory limits; Employer's Liability with minimum limits for bodily injury, (i) by accident, $100,000 per each accident (ii) by disease, $100,000 per employee with a per policy aggregate of $500,000. B. Umbrella: an Excess Liability Insurance policy providing coverage following the form of a primary liability coverages required hereinabove with a minimum combined bodily injury (including death) and property damage limit of $5,000,000 per occurrence and $5,000,000 annual aggregate. C. Licensee shall present to Owner certificates of insurance written by a company or companies reasonably approved by Owner and that names Owner and its respective partners, members, officers, directors, agents, employees, affiliates and third party lenders as additional insureds (on both a primary and non - contributory basis) as respects such commercial general liability and umbrella liability insurance. 5. Indemnification Licensee agrees to defend, indemnify, and hold harmless Owner and Owner's officers, directors, members, owners, agents, invitees, employees and lenders (the "Owner Parties ") from and against any and all losses, liabilities, costs, expenses, damages (whether direct or indirect), claims, demands, actions, suits, judgments, and other obligations, including, but not limited to, attorneys' fees and court costs and mechanic's and materialman's liens, arising out of or occurring out of or as a direct or proximate result of any act or omission of Licensee or any related entity or affiliate in connection with this Agreement, including any damages arising from or attributable to negligent, grossly negligent acts or omissions or willful misconduct of Licensee or Licensee's Invitees. Pursuant to Sec. 76828, Florida Statutes, and notwithstanding anything contained in this License Agreement to the contrary, Licensee's liability and ensuing indemnification shall not exceed $200,000.00 to any one person or $300,000.00 to all incidents arising out of the same claim. Additionally, Licensee's responsibility for indemnification regarding the payment of attorney's fees shall be limited to 25% of any judgment or settlement. Nothing contained in this License Agreement shall be construed as Licensee's consent to be sued, or as a waiver of Sovereign Immunity beyond the limits described herein and as set forth in Sec. 76828, Florida Statutes. 6. No Liens Licensee hereby waives, and shall not permit to be filed or otherwise imposed, any type of lien against the land upon which the Slip or the Dock is located or against any of Owner's property in connection with this Agreement. If any such lien is filed, Licensee shall cause such lien to be released and discharged within 15 calendar days, or provide Owner with a bond or other security which shall be in an amount and in form and substance acceptable to Owner in its sole discretion. Each contract Licensee enters into with any subcontractor, must contain a provision to the same effect as the foregoing whereby such subcontractor waives any and all lien rights such subcontractor may now or at any time hereafter have or obtain against the Slip or tle Dock or any of Owner's property in connection with this Agreement. Without fitrther consideration, Licensee will, and shall cause its subcontractors to, provide additional waivers of lien from time to time upon request by Owner. 7. Hazardous Substances " Hazardous Substances means any substance defined in or included under or regulated by any local, state or federal law, rule, ordinance or regulation pertaining to environmental regulation, Page 2 40�— I contamination, clean -up or disclosure ( " Environmental Law3 Licensee agrees that it shall not use or permit the use of any Hazardous Substance in, on, under or around the Slip or the Dock in violation of Environmental Laws. 8. Assi Licensee shall not assign this Agreement (or any of its rights, duties or remedies under this Agreement) without the prior written consent of Owner, which consent may be refused in Owner's sole and absolute discretion. Owner may, however, assign this Agreement (and any of its rights, duties or remedies under this Agreement) to any person or entity and to the extent reasonably possible, Owner shall provide Licensee with not less than forty -five (45) days prior notice of any potential intended assignment of this Agreement. 9. Confidentiality Unless ired b law, Licensee will not make an blic statement, � Y Y Pu t, press release or other announcement relating to the terms of or existence of this Agreement without the prior written approval of the Owner. This Section 9 shall survive any termination of this Agreement. 10. eR medies' . In the event of a breach by Licensee hereunder and said Licensee's failure to cure said breach within forty -five (45) days after its receipt of Owner's written notice of said breach, Owner may thereafter immediately terminate this Agreement by written or oral notice and/or by restricting access to the Slip and the Dock or exercise any of the remedies at law or in equity. In the event of a material breach hereunder by Owner, Licensee's remedies shall be limited to terminating this Agreement and removing its property from the Slip and from the Dock. In no event will Owner be liable for incidental, indirect, special or consequential damages of any kind arising out of this Agreement. 11. Entire Ag=ment This Agreement, together with all exhibits and referenced documents, constitutes the entire agreement between the parties regarding the Event and supersedes all prior understandings and negotiations (whether written or oral). All exhibits referenced in this Agreement are attached hereto and incorporated herein by reference. This Agreement may only be amended in writing signed by all parties. When this Agreement requires a matter to be subject to the consent or approval of Owner, such approval or consent must be in writing and may be granted or withheld at Owner's option and in Owner's sole and absolute discretion (unless expressly provided otherwise herein). All obligations of Licensee in this Agreement providing for performance after termination shall survive termination; and all indemnities contained in the Agreement shall survive termination. The invalidity or unenforceability of any part of this Agreement shall not invalidate or affect the remainder, which shall continue to govern the relative rights and duties of the parties as though the invalid or unenforceable part were not a part hereof. 12. Addresses and Notices Any notice provided in or permitted under this Agreement shall be made in writing and may be given or served by: (a) delivering the same in person to the party to be notified; (b) depositing the same in the mail, postage prepaid, registered or certified with return receipt requested, and addressed to the party to be notified at the address hereinbelow specified (if a post office box is specified, then any notice sent by mail must be sent to the post office box); (c) delivering the same to a street address (and not a post office box) specified herein on a prepaid basis via a nationally recognized courier service, such as FedEx or (d) sent by facsimile transmission followed by a confirmatory notice by one of the foregoing means. If notice is deposited in the mail, it will be deemed received on the date shown on the return receipt. If notice is sent by facsimile transmission, it will be deemed received upon the successful transmission of such notice provided that an original of such facsimile is also sent to the party to be notified by the means described in this Section. Notice given in any other manner shall be deemed received only if and when. actually received by the party to be notified. For the purpose of notice, the address of each party hereunder shall be, until changed by written notice to each party hereto, as follows: If to Owner. clo Douglas Frazer, President 325 Beach Road, Unit # 304 Tequesta, FL 33469 with a copy to: Homes and Apartment Services Attention: Brian Leclair, Manager 208 North Us Hwy 1, Suite 9 Tequesta, FL 33469 Tel: 561- 747 -9595 Fax: 561- 747 -0921 homeandap@Mmnl@gmil.com Page 3 II If to Licensee: c/o Village Manager 345 Tequesta Drive Tequesta, Florida 33469 Tel: (561) 768 -0456 Fax: (561) 768 -0685 Email: dtelfrin @tequesta.ore with a copy to: Keith W. Davis, Esquire Corbett, White, Davis and Ashton, P.A. 701 Northpoint Parkway, Suite 205 West Palm Beach, Florida 33407 Tel: (561) 586 -7116 Fax: (561) 586 -9611 Email: Keith ,CWDA- legal.com 13. Consent to Jurisdiction Exclusive venue for any and all legal actions regarding this Agreement shall be Palm Beach County, Florida. The parties hereby submit themselves to the jurisdiction of Florida courts sitting in Palm Beach County, Florida, and to the jurisdiction of federal courts sitting in the Eleventh Circuit of the Southern District of Florida. IN WITNESS HEREOF, the parties have hereunto set their hands the day and year first written. OWNER LICENSEE: ISLAND HOUSE SOUTHWEST CONDOMINIUM VILLAGE OF TEQUESTA, a municipal corporation ASSOCIATION, INC., a Florida not for profit of the State of Florida corporation By: Z By: Name: ou las Fraz Name: l Title: President Title: M"AY' Page 4 i EXHIBIT A j See attached Map i i i I I 1 r j 0 ,4 0 , I Z I 1 u h:,.a ,a� „• Z N��^ r r i InT�OCK SASE AREA : 7(o 1• cs'>i ML � t - Allachme,A C' IT d — bwxa acid•• Page 10 old Pages SSLL No °qQ 2766 Book26969/Page485 Page 10 of 10