NON-EXCLUSIVE REVOCABLE LICENSE AGREEMENT TO RENOVATE AND OCCUPY ROYALTY/CAPITOL THEATRE FOR ARTS AND ENTERTAINMENTNON-EXCLUSIVE REVOCABLE LICENSE AGREEMENT TO RENOVATE
AND OCCCUPY ROYALTY/CAPITOL THEATRE FOR ARTS AND
ENTERTAINMENT
This LICENSE AGREEMENT TO MAKE MODIFICATIONS AND IMPROVEMENTS
AND OCCUPY ROYALTY/CAPITOL THEATRE ("License"), is made and entered into this
day of )t r\_c?, , 200 , 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"). This License hereby revokes and replaces that certain
License Agreement to make Modifications and Improvements between the parties dated
December 19, 2008 relating to the subject License Area.
(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 (Y2) 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 and Fundin of Renovations: Licensee shall have the right
and privilege to utilize the above-described premises for the purposes of cleaning,
renovating, and making modifications and improvements ("Renovations") to the
Royalty/Capitol Theater building in accordance with the Renovation Schedule, attached
hereto and incorporated herein as Exhibit "A". Licensor shall advance funding not to
exceed TWO HUNDERED FIFTY THOUSAND DOLLARS ($250,000.00) (to be netted
from the Licensor's public funding total of $6.2 million dollars as provided for in that
certain Ruth Eckerd Hall Royalty/Capitol Theater Memorandum of Understanding
("Memorandum of Understanding") between the parties dated December 9, 2008) as
Licensor's total funding towards Renovations. Renovation Schedule shall be approved
by both the Parks and Recreation and Engineering Departments of Licensor prior to
Renovations being initiated.
Licensor and Licensee acknowledge and agree to jointly utilize the license premises
for presentation of arts and entertainment, and to cooperate in good faith in the
scheduling thereof, with the Licensor retaining the right of first refusal to utilize the
CP file GM08-9216D-005 Ruth Eckerd Royalty/Capitol Theater License Agreement
license premises should both parties desire to utilize it on the same date. Licensee
shall have the privilege of further scheduling arts and entertainment events of third party
invitees at Licensee's discretion subject to the terms herein. Licensee shall indemnify
the Licensor for liability related thereto, and be responsible in all other respects for such
third party usage, including but not limited to the provision of insurance at minimums set
out herein. Licensee shall be reimbursed for Renovations after submitting an invoice
accepted and approved by Licensor in accordance with the Renovation Schedule.
3. License Term: This License is granted to Licensee and shall extend until such time as
Licensor and Licensee enter into a lease and management agreement for the long-term
use of the premises as contemplated in the Memorandum of Understanding or until the
occurrence of any one, or more, of the following, whichever shall occur first:
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.
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. Third parties conducting Performances or occupying the
License Premises shall be considered invitees for purposes of this agreement.
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
occasioned by its maintenance and/or use of the facility. 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:
CP file GM08-9216D-005 Ruth Eckerd Royalty/Capitol Theater License Agreement
a. Minimum coverage limits of $1,000,000 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. Worker's Compensation: The Agency shall provide worker's compensation
insurance for all their employees in an amount at least equal to the statutory limits of
coverage according to applicable State and Federal laws. In addition, the policy
shall include employer's liability coverage with a limit of $500,000 per occurrence.
e. 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.
f. 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.
g. 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.
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 shall be responsible for direct costs associated with the conducting of
Performances and any and all maintenance required on the License premises.
c. Net profit (revenue minus direct expenses) for each Performance shall be divided
equally between the Licensor and Licensee.
d. 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.
CP file GM08-921 BD-005 Ruth Eckerd Royalty/Capitol Theater License Agreement
e. If this License, or its operation, shall create any ad valorem or other tax obligations,
it shall be incumbent solely upon Licensee to timely discharge same.
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: Subject to the Licensor's reservation of use herein, 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.
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By:
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Title
CP file GM08-9216D-005 Ruth Eckerd Royalty/Capitol Theater License Agreement
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Countersigned:
Frank V. Hibbard, Mayor
Approved as to form:
Laura Mahony, Assistant C Attorney
CITY OF CLEARWATER, FLORIDA
By: -miz
William B. Horne, II, City Manager
Attest:
0"r'U?7. AX, L
C this E. Goudeau, City Clerk
CP file GM08-9216D-005 Ruth Eckerd Royalty/Capitol Theater License Agreement