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LICENSE AGREEMENT (2)LICENSE AGREEMENT Ju is1 r.t THIS LICENSE AGREEMENT is madeand entered into this3 day of 2018, by and the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation, P.O.. Box 4748, Clearwater:, Florida 3,3758-4748 (herein, "City" or "Licensor), and FRANCIS WILSON PLAYHOUSE, INC., a Fkirida non-profit corporatiOn (herein, "Licensee). WHEREAS Licenseeoccupies and Maintains certain. property (herein, the "Leased Premises") awned by Licensor, for the purpose of operating a private, non;-proafit, theater -entertainment business known as the Francis Wilson Playhouse -b.y virtue of that certain Lease -established on December 18, 1935, as amended; and WHEREAS, the property depicted in Exhibit "A," atta.ched hereto -and made a part hereof (herein: the. "Licensed Premises") is adjacent tothaLeased 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, certaindirCumstanCes havearisen whereby Licensee is no !anger -able to use certain privately, owned property for parking; and WHEREAS, Lidensee has requested perMission .frarri Licensor to use -nine (9) .perking:SimCist 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 fat the use of parking spaces on -the- Licensed. Premises under the -fallowing terms -and canditions: 1. TERM AND FEE This License shall commence upon the execution hereof and shall continuer. in full force and effect on a month-to-month basis ("Terrn"), unless terminated by either party as provided for herein. Licensee shall pay a •total license fee ("License Fee") of One Hundred and 00/100 Dollars ($10000) nionthiy, payable within five (5) days of the start of each month. 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 ("Liaentee Event"). This License shall be in effect an all dates failing: 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 discretian, authorize Licensee to use the Licensed: Spaces on such date(s) in accordance with the terms contained herein. Licensee shall uSe temporary signage, approved by Licensor, notifying users of the SeminOle Boat Rarnp Parking Lot of Licensees intent to -restrict access lathe Licensed Spaces not less than ninety-six (98) hours prior to restricting acCess. Following the 96 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 Eventand providing for the Licensed Spaces to:be reserved for Licensee.% 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. Licensor may reserve the Libented Spaces fat any event listed in Exhibit "B." Written approval from Licensor is required for Licensee's use of the Licensed Spaces for addititinal Licensee: Events: LiceriSed Spaces are depicted in Exhibit "A" attached hereto arid by this reference, incorporated herein. This License shall not Confer upon the Licensee any interest in the Property or Licensed PterniseS. Licensee's independent contractOrs, agents, servants, erriployees, guest*, invitees °rather persans making legal and proper use of: the Licensed Spaces and the Licensed Premises, shall promptly comply with all statutes, ordinanCesi 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' LIABIUTY; Licensor wilt 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 Licensed Premises and all liability therefore, and shall defend, indemnify, and hold harmless the -Licensor, its officers, agentsand employeesfrom 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, areto 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 Clearwatershall not be liable or responsible for the care or protection of vehicles and contents, or for any loss of damage or whatever kind of natureto 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 shalt constitute a waiver of the Licensors .sovereign immunity. under Section 768,28, Ronda Statutes oras permission to be sued by third parties. 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 fifteen (15) days Written notice to. the other party. This License shaii.automaticallyteaninate upon the termination of thatcertain Lease.between the Cityof.Clearwater and The Little Theatre. Holding Company established on December 1 8., 1935 (Lease) as may have been amended front time to time. '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 endof the Term 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 certifiedmail, postage prepaid, addressed as follows: LICENSOR: Marine and Aviation: Director City of Clearwater Marine & Aviation Department P.O.. Box 4748 Clearwater, Florida 33758-4748 Ed.Chesnev(mvClearwater.com. LICENSEE: Andrew Rufo, President, Board of Directors Francis Wilson Playhouse, 302 Seminole: Street:Clearwater, Florida 33755 ooxoffide(franciswiisonpiaVhduse:otq 7, ASSIGNMENT AND SUBLETTING: Neither hereto may assign or sublet its rights hereunder withoutthe 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 atoll times maintain the portion of the Licensed Premises containing the Licensed Spaces in compliance with all applicable City of Clearwater codes. b) Ltcensee•shall beresponsible.to ensure that the Licensed Premises is restored and availabre for publio use foilowing. 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,'ordischarge by itself mothers,. 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. beunenforceable, such determination shall. not affect the enforceability of:the remaining .provisions. e} Use of one:gender shall include all othergenders; .use. ofthe singular shalt include the plural; and Lite of the plural 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 mayy be withheld at Licensors sole and exclusive discretion. Moreover, Licensee shall not add, under. any circumstances, accessory strrictures to or otherwise modify the strudture of the Licensed Spaces or the Licensed Premises.. If the Licensed Spaces or the Lir;ensed 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 replacementsthat the Citysolely 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 modificaiionof this License shall be effective unlessagreed t� in writing by Licensee and Licensor. 11. APPLICABLE LAW & VENUE: Parties:agree that Florida law shall apply in enforcing provisions of this License. The venue for any proceedings brought to enforce this. Licerise is in Pinellas County; Florida. 12. NO 3 RD 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 to adequately protect the respective interest of the parties. Specifically, the Licensee must carry the following minimum types and amounts on an occUrrence basis, orin the.caseof coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on .a claims -made basis with a. minrrnum three (3) year tail following the termination or expiration of this Agreement: 1.. ComniemialGeneral 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, $1.00,000 each.erriployee 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 mustbe applicable to employees, contractors; and subcontractors, if any. The above insurance limits may be achieved by_ a.combinatiori of primary and umbrella/excess liability policies. Other Insurance Provisions: 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 insurancepolicy'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: Bdx 4748 Clearwater, Florida 33758-4748 3. Licensee shall provide thirty (30) days written notice of any cancellation, nonrenewal, 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 andall claims, suits, judgments and liability for death, personal injury, bodily injury, or property damage_ arising directly or indirectly including legal fees, court 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 notbe construed as a waiver of Licensee's obligation to provide the insurance coverage.specified: Countersigned: CITY OF CLEARWATE_Q, FLORIDA LO William B,.Horne II City Manager Francis Wils nPlayhou 4/0 Re sy Print Name and Title Approved as to. form: Laura Mahony Assistant City Attorney Rns-e.rn'e CAN EXHIBIT A 'Ir/P7//// ✓/////// / / iii/ / //,//LICENSED PREMISE Of. 1 '', Clearwater License Agreement, City of Clearwater P..o.t...y & Francis Wilson Playhouse, Inc. 4.r.,Mc T.clw.b¢y Derision*__________ IOU I. Mr*. Are. C.rbL .n... 317611 ph. amazon, nw: Paitx+TM Map Gen By: CRM I Reviewed By CHL Dale: 04/3012014 it Grid i 2TTd 1 8-T -R 09.29a -15w ■.n.M.M .yu•rwrramo Docu enl Path. V tGIStEnpnaann9tocsaw IAsp.tCa, at Ctaarwater a Franca riLLsm PU11410108 mxa i N W E i s Scale: N.T.S. EXHIBIT "B" License Agreernent 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 touse. the Licensed Spaces duringthe•weekends identified above. CERTIFICATE OF LIABILITY INSURANCE UaIt tIVIIINIJIAriTIT1 5/24/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERwag; 855491-0974PHONE USI Insurance Services National, Inc 6331 Norman Center Dr, Ste 500 Bloomington, MN, 55437 .-_ Anna Mark POUCY-7EXP WIVPOIYYYL 612-509-1983 JFJAic. Not:. anna.mark©usi.com INSURER(S)AFFORDING COVERAGE 20157979 i j ) NAIL 9 10190 INSURER A : Southern Owners Ins. Co. INSURED F- rancs Wilson Playhouse, Inc. 302 Seminole St. Clearwater FL 33755 INSURER B : ---- INSURER C : INSURER() : INSURER E), INSURER P: DAMAGE TO RENTED ES oo urrerwel $ 300,000 COVERAGES CERTIFICATE NUMBER: 13043838 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. INSR;'--._..._---....__......._._._._.-._..___._..__._...-'—'ADDL*Jar LTR TYPE OF INSURANCE JNSD LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WV04 POUCYNUMBER POUCYEFF (WVQO(YYYYL POUCY-7EXP WIVPOIYYYL LIMITS A -X . COMMERCIALGENERALUABWTY CLAIMS -MADE ' X I OCCUR X 20157979 i j ) 8/21/2017 8/21/2018 EACHOCCURRENCE 1,1)00,000 S; DAMAGE TO RENTED ES oo urrerwel $ 300,000 GENT AGGREG ATE LIMIT APPLIES PER X'. PRO POLICY ___ , LOC MED EXP (Any One panonj I PERSONAL 8 ADV INJURY _..,__To.000 $ 1,000,000 GENERAL AGGREGATE $ 2,000,E PRODUCTS - COMM(' AGG S 2,000,000 ...i _ ._; I OTHER' ! 1 A AUTOMOBILE LIABILITY I ANY AUTO i 20157979 ! ; 8/2112017 8/21/2018 Z DSWGLE LIMIT (Ea s 1.000,000 BODILY INJURY (Per person) $ 71 OWNED ^ SCHEDULED i AUTOS ONLY 1 f AUTOS BODILY INJURY (Pr aarldent) $ X ; HIRED i x i NONOWNED AUTOS ONLY I I AUTOS ONLY PROPERTY DAMAGE (Per aaCi tat/ $ $ UMBRELLAUAB OCCUR + t k EACH OCCURRENCE $ L --` EXCESS UAB ' ; CLAIMS -MADE AGGREGATE $ I . DEO RETENTION $ $ WORKERS COMPENSATION ! AN0 EMPLOYERS' UABNJTY Y t N AHYPROPRIETORIPARTNER/EXECLrTNEE.L. OFFICER/MEMBEREXctUOED� n'N/A (Alandatory In NN) U yea desalbe order DESCRIPTION OF OPERATIONS be ow 1 SPNI TATUTE OTS- ER EACH ACCIDENT$ EL DISEASE- EA EMPLOYEE; $ El. DISEASE - POLICY LIMfT S 1i DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Rarnrts Schedule, may be attached Enterer specs is meshed) Certificate holder is named as additional insured as it relates to general liability in accordance with the terms and conditions of the policy. CERTIFICATE HOLDER CANCELLATION Marine & Aviation Director City of Clearwater Marine & Aviation Department PO Box 4748 Clearwater, FL 337584748 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103)