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LICENSE AGREEMENTLICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into this day of- , 2014, by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation, P.O. Box 4748, Clearwater, Florida 33758 -4748 (herein, "City" or Licensor), and FRANCIS WILSON PLAYHOUSE, INC., a Florida non - profit corporation (herein, "Licensee "). WHEREAS, Licensee occupies and maintains certain property (herein, the "Leased Premises ") owned by Licensor for the purpose of operating a private, non - profit, theater - entertainment business known as the Francis Wilson Playhouse by virtue of that certain Lease established on December 18, 1935; and WHEREAS, the property depicted in Exhibit "A," attached hereto and made a part hereof (herein the "Licensed Premises ") is adjacent to the Leased Premises and is owned by Licensor; and WHEREAS, in years prior to the date hereof, Licensee has obtained permission from private property owners to use nearby privately owned property for parking during Licensee's events; and WHEREAS, certain circumstances have arisen whereby Licensee is no longer able to use certain privately owned property for parking; and WHEREAS, Licensee has requested permission from Licensor to use nine (9) parking spaces on the Licensed Premises for use during Licensee's events. NOW, THEREFORE, in consideration of the covenants herein contained, the Licensor hereby grants a parking license ( "License ") to the Licensee for the use of parking spaces on the Licensed Premises described in Exhibit "A," attached hereto. 1. TERM AND FEE: This License shall commence upon the execution hereof and shall continue in full force and effect for one year (herein called the "Initial Term "), unless terminated by either party as provided for herein. Licensee shall pay a total license fee ( "License Fee ") of One Thousand Thirty -Five and 00/100 Dollars ($1,035.00), payable within fifteen (15) days of the start of any initial or extended term. Subject to Licensor's approval, Licensee shall have the option to extend the term of this License for two (2) successive periods of one (1) year (each successive period is included in the term "Extended Term" as used herein). No such renewal or extension shall be deemed a waiver by Licensor of any breach or default which may then exist. Each Extended Term shall be upon the same conditions and terms of this agreement. Licensor may modify the License Fee for any extended term at its sole discretion and the rent shall be payable, as provided in this agreement. The Licensee may indicate an intent to exercise an option for an extended term by notifying the Licensor, in writing, no less than two (2) calendar months prior to the expiration of the then current term. If Licensor acquiesces to the request, Licensor shall notify the Licensee of any modification of the License Fee [A04 -01371 /148381/1] for the extended term. This License shall be deemed to be extended without the execution of any new License or instrument. Licensee understands that any extensions of this License beyond the initial term are at the Licensor's sole discretion. Failure to manifest intent to exercise the option within the time specified herein shall indicate that the Licensee has waived its right to request an option to extend. 2. USE OF PREMISES: The Licensee shall have exclusive use of nine (9) parking spaces ( "Licensed Spaces ") on the Licensed Premises for parking during Licensee's theater production events ( "Licensee Event "). This License shall be in effect on all dates falling on Saturdays and Sundays during the term hereof, except for certain holiday weekends, and special events during which Licensor anticipates increased demand for public parking ( "Exception Dates "). Exception Dates are identified in Exhibit "B" attached hereto and incorporated herein. If weather conditions or other unforeseen circumstances are predicted to decrease demand for public use of the parking lot on any Exception Date(s), Licensor may, at its sole discretion, authorize Licensee to use the Licensed Spaces on such date(s) in accordance with the terms herein. Licensee shall use temporary signage, approved by Licensor, notifying users of the Seminole Boat Ramp Parking Lot of Licensee's intent to restrict access to the Licensed Spaces not less than ninety -six (96) hours prior to restricting access. Following the 96 -hour notice period, Licensee may cordon off the Licensed Spaces in a manner approved by Licensor no earlier than 4:00 PM on the day prior to a Licensee Event and providing for the Licensed Spaces to be reserved for Licensee's exclusive use for the entire day of a scheduled Licensee Event. Exclusive use of the Licensed Spaces by the Licensee shall terminate four (4) hours after the conclusion of a Licensee Event, and the Licensed Spaces shall be available to the public during all other times. Licensee may reserve the Licensed Spaces for any event listed in Exhibit "B." Written approval from Licensor is required for Licensee's use of the Licensed Spaces for additional Licensee Events. Licensed Spaces are depicted in Exhibit "A" attached hereto and by this reference, incorporated herein. This License shall not confer upon the Licensee any interest in the Property or Licensed Premises. Licensee's independent contractors, agents, servants, employees, guests, invitees, or other persons making legal and proper use of the Licensed Spaces and the Licensed Premises, shall promptly comply with all statutes, ordinances, rules, orders, regulations, and requirements of any governmental agency with authority over the Licensed Premises. 3. SIGNAGE: The Licensee, at its sole cost and expense, shall utilize temporary signage to identify the Licensed Spaces that are reserved for Licensee Events. Such signage shall be approved by the City of Clearwater Marine & Aviation Director. 4. PARTIES' LIABILITY: Licensor will not accept and explicitly renounces any liability of any nature for use of the Licensed Premises by the Licensee, its employees, agents, contractors, subcontractors or other invitees, approved or unapproved. Licensee agrees to assume all risks of use and occupation of the [A04 -01371 /148381/1] Licensed Premises and all liability therefore, and shall defend, indemnify, and hold harmless the Licensor, its officers, agents and employees from and against any and all loss, liability and damages of whatever nature, arising from injury to persons or property during the term hereof, occasioned by Licensee's negligent or willful misconduct, including, without limiting the generality of the foregoing, death of any person and Toss of the use of any property except arising from the negligence or willful misconduct of Licensor or Licensor's agents or employees. This includes, but is not limited to, matters arising out of or claimed to have been caused by or in any manner related to the Licensed Premises or Licensee's activities or those of any approved or unapproved invitee or other person approved, authorized, or permitted by Licensee on, in or about the Licensed Premises, whether or not based on negligence. The previsions of this paragraph shall survive expiration or termination of this License. Assumption of Risk and Disclaimer of Liability: The Licensed Spaces and the Licensed Premises, as a whole, are to be used at the sole risk of the Licensee, Licensee's contractors, agents, servants, employees, guests, invitees, or other persons making legal and proper use of the Licensed Spaces, and the City of Clearwater shall not be liable or responsible for the care or protection of vehicles and contents, or for any Toss of damage or whatever kind of nature to said vehicle, howsoever occasioned. There is no guarantee or warranty of any kind as to the condition of the Licensed Spaces, nor shall the Licensor be responsible for injuries to persons or property occurring thereon for any reason whether herein specifically stated or not. Nothing within this License shall constitute a waiver of the Licensor's sovereign immunity under Section 768.28, Florida Statutes. Licensee, Licensee's contractors, agents, servants, employees, guests, invitees, or other persons making legal and proper use of the Licensed Spaces shall assume the duty to report all accidents to the City's Marine & Aviation Director. 5. TERMINATION: The Licensee or Licensor may terminate this License at any time upon written notice to the other party. This License shall automatically terminate upon the termination of that certain Lease between the City of Clearwater and The Little Theatre Holding Company established on December 18, 1935 (Lease). Upon termination by either party as provided herein, the Licensee shall restore the Licensed Premises to a condition consistent with the remainder of the parking lot located on Licensor's property. If this License is terminated prior to the end of the Initial Term or any extended term thereafter, and Licensee is in full compliance with this License and is in full compliance with the Lease, Licensor shall reimburse Licensee for the prorated amount of any unused portion of the prepaid License Fee. 6. NOTICES: Any notice shall be in writing and shall be delivered by email, by hand or sent by United States registered or certified mail, postage prepaid, addressed as follows: [A04 -01371 /148381/1] LICENSOR: Marine and Aviation Director City of Clearwater Marine & Aviation Department P.O. Box 4748 Clearwater, Florida 33758 -4748 William .Morristc7i.MvClearwater.com LICENSEE: Andrew Rufo, President, Board of Directors Francis Wilson Playhouse 302 Seminole Street Clearwater, Florida 33755 boxoffice elranciswilsonplayhouse.org 7. ASSIGNMENT AND SUBLETTING: Neither party hereto may assign or sublet its rights hereunder without the prior written consent of the other party. 8. OTHER PROVISIONS: Integral to the rights and privileges herein granted, the parties further agree as follows: a) Licensee shall at all times maintain the portion of the Licensed Premises containing the Licensed Spaces in compliance with all applicable City of Clearwater codes. b) Licensee shall be responsible to ensure that the Licensed Premises is restored and available for public use following all Licensee Events. c) 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 Licensed Premises. d) Should any provision of this License or any of the Exhibits attached hereto be deemed by a Court of competent jurisdiction to be unenforceable, such determination shall not affect the enforceability of the remaining provisions. e) Use of one gender shall include all other genders; use of the singular shall include the plural; and use of the plural shall include the singular, all as may be appropriate. Where applicable, use of the term Licensee shall include Licensee's independent contractors, agents, servants, employees, or invitees. 9. MAINTENANCE: Licensee shall not make any improvements or alterations to the Licensed Spaces or the Licensed Premises without the prior written approval from Licensor, which approval may be withheld at Licensor's sole and exclusive discretion. Moreover, Licensee shall not add, under any circumstances, accessory structures to or otherwise modify the structure of the Licensed Spaces or the Licensed Premises. [A04 -01371 /148381/1] If the Licensed Spaces or the Licensed Premises are destroyed or so damaged by fire or other casualty during the term of the License, this agreement will terminate. City shall not be required to make any repairs or replacement of the Licensed Spaces other than those repairs or replacements that the City solely deems necessary. 10. ENTIRE AGREEMENT: This License, together with any additional Addenda and /or Exhibits attached hereto, shall constitute the entire Agreement between the City and Licensee. No other agreements unless incorporated and made a part herein, shall be binding on either party. No amendment or modification of this License shall be effective unless agreed to in writing by Licensee and Licensor. 11. APPLICABLE LAW & VENUE: Parties agree that Florida Statutes shall apply in enforcing provisions of this License and waive trial by jury in any action or proceeding brought to enforce the terms of this License. The venue for any proceedings brought to enforce this License is in Pinellas County, Florida. 12. NO 3RD PARTY RIGHTS: Parties hereto do not intend nor shall this Agreement be construed to grant any rights, privileges or interest to any person not a party to this Agreement. 13. INSURANCE: The Licensee shall, at its own cost and expense, acquire and maintain (and cause contractors and subcontractors, if applicable, to acquire and maintain) during the term of this License, sufficient insurance, or self- insurance, to adequately protect the respective interest of the parties. Specifically the Licensee must carry the following minimum types and amounts on an occurrence basis, or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: 1. Commercial General Liability Insurance in the amount of $1,000,000 per occurrence and $1,000,000 general aggregate. 2. Commercial Automobile Liability Insurance for any owned, non - owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 combined single limit. 3. Statutory Workers' Compensation Insurance and Employer's Liability Insurance in the minimum amount of $100,000 each employee each accident, $100,000 each employee by disease and $500,000 aggregate by disease with benefits afforded under the laws of the State of Florida. Coverage should include Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, and subcontractors, if any. The above insurance limits may be achieved by a combination of primary and umbrella /excess liability policies. Other Insurance Provisions: [A04 -01371 /148381/1] 1. The City of Clearwater is to be specifically included as an "Insured" on the Commercial Liability Insurance, and Commercial Auto Liability Insurance policies listed. 2. Prior to the execution of this Agreement then annually upon the anniversary date(s) of the insurance policy's renewal date(s), the Licensee will furnish the Licensor with a Certificate of Insurance or letter evidencing the coverage set forth above and naming the City of Clearwater as an "Insured" on the Licensee's Commercial General Liability Insurance and Commercial Auto Liability Insurance policies listed above. In addition, Licensee will provide the Licensor with certified copies of all applicable policies when requested in writing from the Licensor. The address where such certificates or letters and certified policies shall be sent or delivered is as follows: Marine & Aviation Director City of Clearwater Marine & Aviation Department P.O. Box 4748 Clearwater, Florida 33758 -4748 3. Licensee shall provide thirty (30) days written notice of any cancellation, non - renewal, termination, material change or reduction in coverage. 4. Licensee's insurance as outlined above shall be primary and non - contributory coverage for Licensee's negligence. 5. Licensee shall defend, indemnify, save and hold the City harmless from any and all claims, suits, judgments and liability for death, personal injury, bodily injury, or property damage arising directly or indirectly including legal fees, court costs, or other legal expenses. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the Licensor, and failure to request evidence of this insurance shall not be construed as a waiver of Licensee's obligation to provide the insurance coverage specified. The Remainder of This Page Intentionally Left Blank [A04 -01371 /148381/1] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first written above. Countersigned: ceici<<<r\crt\ttoS George N. Cretekos Mayor Ap • roved form. Camilo A. Soto Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: t ).jF�a -.� William B. Horne II City Manager Attest: ja4101/1,0,1 cC Rosemarie CaII City Clerk Signed, sealed and delivered in the LICENSEE: presence of: WITNESSES: ar432. Print Name Print Name [A04 -01371 /148381/1] FRANCIS WILSON PLAYHOUSE, INC. By: at-..4. Print Name / Title £Sra cii/ EXHIBIT A t Clearwater Prepared by: Engineering Department Geographic Technology Division 100 S. Myrtle Ave, Clearwater, FL 33756 Ph: (727)562-4750, Fax: (727)5261755 www.MyClealwater.com License Agreement, City of Clearwater & Francis Wilson Playhouse, Inc. Map Gen By: CRM Reviewed By: CHL Date: 04/30/2014 Grid #: 277B S -T -R: 09- 29s -15w S Scale: N.T.S. Document Path: V: \GIS \Engineering\Location Maps \City of Clearwater & Francis Wilson Playhouse.mxd EXHIBIT "B" License Agreement between the City of Clearwater and Francis Wilson Playhouse, Inc. The Licensed Spaces are exclusively reserved for public parking associated with Marina Activities during the following weekends: City Event: Super Boat Races — typically scheduled annually during the last weekend of September 4th of July weekend Memorial Day weekend Labor Day weekend The weekend following Thanksgiving Day Any other weekend extended by a holiday falling on a Friday or a Monday The City of Clearwater as Licensor may, at its sole discretion, allow Licensee to use the Licensed Spaces during the weekends identified above.