LICENSE AGREEMENT TO MAKE MODIFICATIONS AND IMPROVEMENTSLICENSE AGREEMENT TO MAKE MODIFICATIONS AND IMPROVEMENTS
This LICENSE AGREEMENT TO MAKE MODIFICATIONS AND IMPROVEMENTS
("License"), is made and entered into this i day of C- •w , 200_L3, by and
between the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation ("Licensor"),
and the RUTH ECKERD HALL, INC., a Florida not for profit corporation, whose mailing
address is 1111 McMullen Booth Rd., Clearwater, FL 33759 ("Licensee").
(Whenever used herein the terms "Licensor" and "Licensee" shall include all of the parties to this instrument, 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 non-exclusive License to utilize the following
described premises owned by Licensor:
Lot 6, less the East 19 feet 9 inches thereof, and the East one half ('/2) of Lot 7, Block B,
of JOHN R. DAVEY ET. AL. RESUBDIVISION, according to the Plat thereof, as filed in
Plat Book 1 at Page 87 of the Public Records of Hillsborough County, Florida, of which
Pinellas County formerly was a part.
2. Use of License Premises: Licensee shall have the right and privilege to utilize the
above-described premises for the sole purpose of cleaning, renovating, and making
modifications and improvements to the Capitol Theater building as approved in advance
by the City.
3. License Term: This License is granted to Licensee and extends for four (4) months, or
until such time as the occurrence of any one, or more, of the following:
a. Licensee changes the use of the property, or abandons its use of the License
Premises for a period of sixty (60) days; or,
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 thirty (30)
days after receipt of Notice from Licensor to remedy same; or,
c. Receipt by Licensee of written notice from Licensor that the Clearwater City Council
has determined at a duly constituted public meeting that the License Premises are
required for any other public purpose consistent with the City Charter.
CP file GM08-9216D-005 Ruth Eckerd Capitol Theater License Agreement
4. 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.
5. 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 shall be liable to the
extent permitted by the limits of Florida Statutes 768.28, as may be amended, to
Licensee for any injury to person or property upon the License Premises occasioned
wholly or in part 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 as to any
party hereto. 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.
6. Insurance: Licensee shall procure and maintain during the term of this License,
Comprehensive General Liability Insurance which shall provide:
a. Minimum coverage limits of $500,000 Per Occurrence Combined Single Limit for
Bodily Injury Liability and Property Damage Liability.
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.
f. 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.
CP file GM08-9216D-005 Ruth Eckerd Capitol Theater License Agreement
7. 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, 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.
8. 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: Robert Freedman
Ruth Eckerd Hall, Inc.
1111 McMullen Booth Rd.
Clearwater, Florida 33759
9. Quiet Enjoyment: 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.
10. 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
In the presence of:
RUTH ECKERD HALL, INC.
CP file GM08-9216D-005 Ruth Eckerd Capitol Theater License Agreement
Witness signature
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Print Witness name
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Print Witness name
Countersigned:
Frank V. Hibbard, Mayor
Approved as to form:
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L ura Mahony, Assista City Attorney
By-
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CITY OF CLEARWATER, FLORIDA
By: - ?' L- I k?'X?
William B. Horne, II, City ?anager
Attest:
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CP file GM08-9216D-005 Ruth Eckerd Capitol Theater License Agreement