LICENSE AND INDEMNITY AGREEMENT FOR THE SOLE PURPOSE OF PRACTICING TEAM MOVEMENT DRILLS AND OTHER POLICE TRAINING PURPOSES114301 — Gulf -to -Bay & Belcher
Clearwater, FL
LICENSE AND INDEMNITY AGREEMENT
THIS AGREEMENT (this "Agreement ") is made as of the "day of August, 2015,
by and between Albertson's LLC, a Delaware limited liability cotnpany ( "Licensor "), and the
City of Clearwater, Florida ( "Licensee ")
WHEREAS, Licensor leases a retail building and parking lot at 2170 Gulf -to -Bay,
Clearwater, FL (the "Store Premises "); and
WHEREAS, Licensee desires to enter into the building and parking lot of the Store
Premises (the "Licensed Premises ") for the sole purpose of practicing team movement drills and
other police training purposes, including K -9 training.
NOW, THEREFORE, Licensor and Licensee agree as follows:
I. In consideration of the covenants herein made by Licensee, Licensor does hereby grant
to Licensee the privilege and license to use the Licensed Premises for a period commencing on
the date hereof and continuing until terminated according to Section 6 of this Agreement.
Licensee will notify Licensor at least forty eight (48) hours prior to entering the Licensed
Premises by giving email notice to Joe Mandarine at Joseph.Mandarine4albertsons.com or such
other person designated by Licensor. Licensee may use the Licensed Premises only for the sole
purpose of conducting practicing team movement drills and other police training, including K -9
training. Licensor agrees to waive a License Fee.
2. Licensee shall at all times during the term of this Agreement keep the Licensed
Premises in a clean, neat and safe manner. At all times while upon the Licensed Premises, all
agents and employees of Licensee will observe all reasonable rules and regulations which
Licensor may prescribe for the protection of the public, its personnel and property, including but
not limited to safety rules and provisions against smoking. Notwithstanding anything to the
contrary herein, Licensee, and not Licensor, shall be obligated to provide all security services
necessary or appropriate for the safe and secure use of the Licensed Premises and on the ways
immediately adjoining the Licensed Premises by Licensee and Licensee's agents and employees,
and for the protection of all persons using the same pursuant to this License or allowed to enter
the Licensed Premises and on the ways immediately adjoining the Licensed Premises by Licensee
and for the protection from then, damage or vandalism of their automobiles and other property,
and Licensor shall have no responsibility or obligations in connection with such safety or
security.
3. Licensee shall indemnify and hold Licensor and the Licensor's landlord, Westchester
Religious Institute ( "Master Landlord "), and any and all affiliates and subsidiaries, harmless from
and against any and all loss, damage, liability or claims (including, without limitation, costs and
expense of litigation and reasonable attorneys' fees) (collectively, "Claims ") arising from, or
connected with this Agreement. Neither the City of Clearwater nor its agents or employees shall
be liable for any claim, loss, damage, cost, expense, or attorney's fees arising out of the training
exercises that are attributable to any error, omission, or negligent act by Licensor or Licensor's
landlord. including the officers, agents, and employees of Licensor or Licensor's landlord.
Licensee hereby indemnifies, holds harmless and agrees to defend Licensor and Master Landlord,
and any affiliates and subsidiaries from and against all claims, damages and expenses (including
without limitation, reasonable attorney's fees and investigative and discovery costs) liabilities and
judgments on account of damage to or theft of property occurring on the Licensed Premises and
on the ways immediately adjoining the Licensed Premises arising out of the failure to provide any
such security services or the failure to repair any such damages. Licensee's obligations with
respect to indemnification hereunder shall remain effective, notwithstanding the expiration or
termination of this License, as to claims arising or accruing prior to the expiration or termination
of this License. Nothing herein will be construed to waive or modify the provisions of Section
768.28, Florida Statutes.
4. Licensee shall maintain at its sole cost and expense at least the following insurance
covering its obligations under this Agreement:
Commercial General Liability for injury to person and damage to property in an amount
not Tess than Two Million Dollars ($2,000,000) for each occurrence;
Comprehensive Commercial Automobile Liability for owned vehicles and for hired and
non -owned vehicles in an amount not Tess than Two Million Dollars ($2,000,000) for each
accident; and
Workers' Compensation at statutory limits and Employer's Liability at limits not less than
One Million Dollars ($1,000,000).
Such insurance shall be issued by one or more responsible insurance carriers acceptable to
Licensor and licensed to do business in Florida_or through a program of self - insurance. Upon
execution of this Agreement and prior to entering upon the Licensed Premises, Licensee shall
provide Licensor with a Certificate of insurance.
5. Anything to the contrary notwithstanding, this Agreement is subject to each and every
term, covenant and condition of any lease (whether recorded or unrecorded) and any matter of
record which affects the Licensed Premises (hereinafter the "Governing Documents "). Licensee
agrees that it will not do any act or be guilty of any omission which might be or constitute a
default by Licensor under the Governing Documents. If any approvals or consents are required
under the Governing Documents, or any licenses or permits of any kind are required by any
governmental agency in connection with Licensee's use of the Licensed Premises, Licensee shall,
at its sole cost and expense, obtain same.
6. This Agreement may be terminated by Licensor for any reason in its sole and absolute
discretion immediately upon written notice. Licensee shall not be entitled to, and hereby waives,
any claim of damages against Licensor for revocation or termination of this Agreement, with or
without cause, prior to the automatic termination date.
7. Upon termination of this Agreement, Licensee shall immediately, in a good, careful
and workmanlike manner remove its property from the Licensed Premises, and return the
Licensed Premises to Licensor in as good a condition as when received.
8. This Agreement is not induced by Licensor, and Licensee states by way of inducement
to Licensor that Licensee has determined that there is no violation of any law being committed by
Licensee or Licensor in or arising from this Agreement.
9. Licensee may not assign its rights under this Agreement to any party without the prior
express, written permission of Licensor.
10. All notices given pursuant to this Agreement shall be in writing and shall be given by
certified United States mail, or other established express delivery service (such as Federal
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Express), postage or delivery charge prepaid, addressed to the appropriate party as set forth
below:
Licensor: Albertsons LLC
Attn: Legal Department (Re: #6301)
250 Parkcenter Blvd.
Boise, ID 83726
Licensee: Clearwater Police Department
645 Pierce Street
Clearwater, FL 33756
Attn: Corporal Adam Kraft
The person and address to which notices are to be given may be changed at any time upon written
notice to the other party.
11. Licensee warrants and affirms to Licensor that any and all persons signing this
Agreement for Licensee are authorized and empowered to so sign and such signing by such
person or persons does bind Licensee to all the terms, covenants and conditions of this
Agreement.
12. This Agreement may be executed in counterparts and the parties agree that
facsimile and email signatures will have the same force and effect as original signatures.
LICENSOR:
Bradley R. Beckstrom
Vice President
LICENSEE:
CITY OF CLEARWATER, FLORIDA
William B. Horne 11
City Manager
Approved as to form:
Robert J.
•tte
Assistant City Attorney
Attest:
Rosemarie CaII
City Clerk
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