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REVOCABLE LICENSE AGREEMENTREVOCABLE LICENSE AGREEMENT THIS LICENSE AGREEMENT is made and entered into this day of 2024, by and between the CITY OF CLEARWATER, FLORIDA, a Florida Municipal Corporation, P.O. Box 4748, Clearwater, Florida 33758-4748 (the "City"), and FRANCIS WILSON PLAYHOUSE, INC., a Florida non-profit corporation whose mailing address is 302 Seminole Street, Clearwater, Florida 33755 (herein, "Licensee"). WHEREAS, Licensee occupies and maintains certain property owned by the City for the purposes 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 also owned by the City; and WHEREAS, Licensee has requested permission from the City to use parking areas as depicted on Exhibit A as well as other portions of Lot 64 during certain events, which shall be known as the "Licensed Premises" and "Overflow Parking" within this Agreement. WHEREAS, the Parties acknowledge that maintaining public access to Lot 64 is necessary as part of the Public's overall use of the City's property as a Public Marina, known as the Seminole Boat Ramp, and the adjacent City park located thereon; and WHEREAS, Francis Wilson Playhouse desires to provide free parking to its patrons and staff, and has agreed to pay the City the costs for said parking as set forth in this Agreement; and NOW, THEREFORE, the City hereby grants a parking license ("License") to the Licensee for the use of the Licensed Premises as described in Exhibit "A." attached hereto. 1. TERM AND FEE: This License shall commence upon execution of this Agreement and shall continue for one year (the "Initial Term"), unless terminated by either party as provided for herein. Licensee shall pay a total license fee ("License Fee") of Four Thousand Three Hundred and Thirty -Six Dollars ($4,336.00), due within fifteen (15) days of the start of the Initial term and any Extended Term thereafter. This License shall automatically renew for two (2) successive periods of one (1) year ("Extended Term"). The City may modify the License Fee for any Extended Term based on the current rates being charged to the public for parking at the time of renewal, and shall notify the Licensee if an increase will be imposed at least sixty (60) days prior to the beginning of the applicable Term. The Licensee may elect not to renew this License by notifying the City, in writing, Page 1 of 6 no Tess than thirty (30) days prior to the expiration of the applicable Term. Notwithstanding any renewal under this provision, the City maintains the right to terminate or revoke this License at any time. 2. USE OF PREMISES: The Licensee shall have use of 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, except for certain holiday weekends, and special events during which the City anticipates increased demand for public parking ("Exception Dates"). Exception Dates are identified in Exhibit "B" attached hereto and incorporated herein. At the written request of the Licensee, the City may waive an Exception Date if weather conditions or other unforeseen circumstances are predicted to decrease demand for public use of the parking lot. Such a waiver must be signed and in writing from the appropriate authority within the City of Clearwater Parking System. Licensee shall use temporary "Theater Reserved" signage, approved by the City, notifying users of the Seminole Boat Ramp of Licensee's intent to restrict access to the Licensed Premises. Licensee may cordon off the Licensed Premises no earlier than 6:00 A.M. on the day of a Licensee Event and providing for the Licensed Premises to be reserved for Licensee's exclusive use for the entire day of a scheduled Licensee Event. Exclusive use of the Licensed Premises by the Licensee shall terminate four (4) hours after the conclusion of a Licensee Event. The entirety of Lot 64 shall be open and available to the Public during all other times. Licensee will provide the City with showtime schedules at the start of each Licensee Event season, and shall immediately update the City of any changes to the schedule. The City will suspend parking enforcement of Licensed Premises on weekends from 1:00 P.M. to 6:00 P.M. on corresponding Licensee Event dates. This License shall not confer upon the Licensee any interest in the Property or Licensed Premises or permission to charge a fee to others for its use, and the City reserves the right to terminate Licensee's exclusive use at any time. In addition to the Licensed Premises, during any Licensee Event where excess parking is required, the City shall provide 50 electronic parking permits at non -trailer parking spaces within lot 64 ("Overflow Spaces") the cost of which is included in the License Fee of this Agreement. Any vehicle parked in an overflow parking space without an electronic permit is subject to citation, regardless of whether or not they are an invitee, guest, employee, volunteer, agent, or other person affiliated with the Licensee. 3. SIGNAGE: The Licensee, at its sole cost and expense, shall utilize temporary signage to identify the Licensed Premises that are reserved for Licensee Events. Such signage shall be approved by the City of Clearwater Parking System. Page 2 of 6 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 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, except arising from the negligence or willful misconduct of Licensor or Licensor's agents or employees. The provisions of this paragraph shall survive expiration or termination of this License. Assumption of Risk and Disclaimer of Liability: The City of Clearwater shall not be liable or responsible for the care or protection of vehicles and contents, or for any loss of damage or whatever kind of nature to said vehicle. There is no guarantee or warranty of any kind as to the condition of the Licensed Premises, nor shall the Licensor be responsible for injuries to persons or property occurring thereon for any reason. 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, employees, guests, invitees, or other persons making legal and proper use of the Licensed Premises shall assume the duty to report all accidents to the City's Parking System. 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). 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 hand or sent by United States registered or certified mail, postage prepaid, addressed as follows: CITY: City of Clearwater Parking System P.O. Box 4748 Clearwater, Florida 33758-4748 Page 3 of 6 With a copy to: City Attorney City of Clearwater P. O. Box 4748 Clearwater, FL 33758-4748 LICENSEE: Lee Catalfomo, President, Board of Directors Francis Wilson Playhouse 302 Seminole Street Clearwater, Florida 33755 7. ASSIGNMENT AND SUBLETTING: Neither Party hereto may assign or sublet its rights hereunder without the prior written consent of the other party. 8. REGULATORY COMPLIANCE: Licensee's employees, independent contractors, volunteers, agents, guests, invitees, and any other persons making legal and proper use of the Licensed Premises, shall comply with all statutes, ordinances, rules, orders, regulations, and any other applicable requirements of law. 9. MAINTENANCE: Licensee shall not make any improvements or alterations to the Licensed Premises without the prior written approval from Licensor, which approval may be withheld at Licensor's sole discretion. Moreover, Licensee shall not add, under any circumstances, accessory structures to or otherwise modify the Licensed Premises. If the Licensed Premises are destroyed or so damaged by fire or other casualty during the term of the License, this Agreement will terminate. The City shall not be required to make any repairs or replacement of the Licensed Premises other than those repairs or replacements that the City solely deems necessary. 10. INTEGRATION AND SEVERANCE: This License shall constitute the entire Agreement between the City and Licensee and shall supersede any previous discussion or agreement between the Parties. No amendment or modification of this License shall be valid unless made by the Parties in writing and signed by an appropriate authority. Should any provision of this License be deemed by a Court of competent jurisdiction to be unenforceable, such determination shall not affect the enforceability of the remaining provisions. 11. APPLICABLE LAW & VENUE: The Laws of the State of Florida shall govern this Agreement and the Parties waive trial by jury in any action or proceeding brought to enforce the terms of this License. Venue shall be the appropriate Court having jurisdiction over Pinellas County, Florida. 12. NO 3RD PARTY RIGHTS: The Parties 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. Page 4 of 6 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 $500,000 each employee each accident, $500,000 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: 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: City of Clearwater Parking System 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. Page 5 of 6 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. b. 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. Signature Page to the Revocable License Agreement Francis Wilson Playhouse Inc., and the City of Clearwater By: Francis Wilson Playho = _, Inc. By: ee Catalforno, President CITY OF CLEARWATER, FLORIDA City Manager AP to form: Jerr Sen Page 6 of 6 pson stent City Attorney Legend Parking Area Primary Licensed Parking Area (37 Spaces) V Paid Parking Area Made Available by Permit (Up to 50 Spaces) l_ N CLE, :MTER Francis Wilson Playhouse Parking Agreement W E Prepared by: Department of Public Works -Engineering s Geographic Technology Division 100 S. Myrtle Ave, Clearwater, FL 33756 Ph: (727)5623750, Far (727)526-4755 Map Gen By: TC Reviewed By: PD Aerial Flown 2023 Date: 1/29/2024 Page 1 of 1 Scale: N.T.S. www.MyCleanvater.com Document Path: C:\Users\Thomas.Campbell\City of Clearwater\Engineering Geographic Technology - Documents \ GIS \Engineering\Location Maps\Francis Wilson Playhouse Parking Agreement\Francis Wilson Playhouse Parking Agreement.aprx EXHIBIT "B" License Agreement between the City of Clearwater Parking System and Francis Wilson Playhouse, Inc. The Licensed Spaces are exclusively reserved for public parking associated with Marina Activities during the following weekends: City Events: Super Boat Races (typically scheduled annually during the last weekend of September) or any other future scheduled event. 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. Francis Wilson Playhouse 95th Season Matinee Dates CONFIDENTIAL • We have not announced the contents of our 95th Season to the public yet. We plan to do so in the next week or so. Please keep this information as confidential as possible. Thanks, Lee Catalfomo Wonderful Town • 9/8, 9/14, 9/15, 9/22 Concert: Mercer & Mancini • 10/5 Murder on the Orient Express • 10/13 , 10/19,10/20 Concert: The British Invasion • 11/2 The Wizard of Oz • 12/8, 12/14,12/15,12/22 The Ladies of the Camellias • 1/12, 1/18,1/19 Concert: The Oscar Winners • 1/25 Man of La Mancha • 2/16, 2/22, 2/23, 3/2 The Sunshine Boys • 4/6, 4/12, 4/13 Concert: Cole Porter's Broadway • 4/19 Kiss Me Kate • 5/4, 5/10, 5/11, 5/18 Children's Theater Camp: Willy Wonka • In initial planning stage - Performance dates TBD: June/July 2024