Agmt17 RWC Harbor Communities, LLC

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AGREEMENT NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: 1. Grant of License. Starting on March 2, 2015 (the "Commencement Date"), CITY confers to LICENSEE a personal, non-exclusive and non -possessory privilege that may be terminated in accordance with the terms set forth in this Agreement to enter upon, improve and use the City Property for the limited purpose and subject to the terms, conditions and restrictions set forth in Sections 4 and 5, below. This Agreement gives LICENSEE a license only, and, notwithstanding anything to the contrary herein, this license does not constitute a grant by CITY of any ownership, leasehold, easement or other property interest or estate whatsoever in the City Property, or any portion thereof. Nothing in this Agreement shall be construed as granting or creating any franchise rights pursuant to any federal, state or local laws. LICENSEE ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY OF ITS AGENTS HAVE MADE, AND CITY HEREBY DISCLAIMS. ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRESENT OR FUTURE SUITABILITY OF THE CITY PROPERTY FOR LICENSEE'S INTENDED ACTIVITIES. 2. Consideration. CITY hereby acknowledges that the public use and benefit of the land and the costs of the improvements built by the LICENSEE is consideration for the grant of the license. If the City determines in good faith that not charging a license fee is no longer in the best interest of the City, the CITY shall have the right to seek an amendment to the Agreement to establish a monetary license fee (a "License Fee") subject to the review and approval by the LICENSEE. The amount of the fee must be reasonable in relation to the size of the City Property. Each monthly installment of any mutually agreed upon License Fee shall be payable in advance, on or before the first day of each month commencing on the date the City determines to charge a license fee. The License Fee shall be payable to CITY at the address set forth in Section 19 below or at such other address as CITY may from time to time designate in writing. The License Fee for any partial month shall be prorated by dividing the monthly License Fee by thirty (30) and multiplying the quotient by the number of days LICENSEE has the privilege to use the City Property during the partial month. If the parties do not agree on a License Fee, this Agreement shall terminate in accordance with the provisions of Section 3B below. 3. Term of License. A. Term. The privilege conferred to LICENSEE pursuant to this Agreement shall be for fifty (50) years (the "Initial Term") commencing on the Commencement Date. B. City Right to Revoke. The foregoing notwithstanding, CITY may at its sole option freely revoke this license and terminate this Agreement at any time without cause or liability, and without any obligation to pay any consideration to LICENSEE or return to LICENSEE any part of the License Fee. Upon any expiration, revocation or termination, LICENSEE shall immediately surrender the City Property in the condition required under this Agreement as set forth in Section 9. Page 2 of 17 REV: 05-01-1715 ATrY/AGR/2017.074/BLU HARBOR LICENSE AGREEMENT