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1046-Use of School for FF TrainLICENSE AGREEMENT FOR USE OF SCHOOL DISTRICT BUILDING FOR FIREFIGHTER RELATED TRAINING THIS LICENSE AGREEMENT (hereinafter "License" or "Agreement' as the case may be) is made and entered on the last date below written between THE CITY OF SANFORD, FLORIDA, a municipality of the State of Florida (hereinafter also referred to as "Licensee' or the "City "), whose address is 300 North Park Avenue, Sanford, Florida 32771 and SEMINOLE COUNTY SCHOOL DISTRICT, a agency of State government, (hereinafter referred to as the "Licensor"), whose address is 400 West Lake Mary Boulevard, Sanford, Florida 32773 -7127. 1. General Intent of License /Grant of License. The Licensee is hereby granted the right to use the building and land , commonly know as the "Old School Board Building ", located at the intersection of Mellonville Avenue and Celery Avenue in the City Limits of the City of Sanford, Florida (collectively herein referred to as the "building ") for the purposes expressed herein. The building is assigned Tax Parcel Identification Number 30- 19 -31- 300 - 0130 -0000 by the Seminole County Property Appraiser. (See the exhibit hereto which is incorporated herein by this reference thereto). The building may be used for fire fighter training, without the use of fire or other combustible materials, and by means of non - destructive techniques, for the benefit of the public by training firefighters on various techniques of hosing, emergency extraction, and numerous and various diverse other skills and techniques necessary for the safety of the public, as determined by the Licensee. 1 2. Dates of Training Sessions. The Licensee may use the building on dates that are mutually agreed to by the Licensor and the Licensee in a letter drafted for such purpose on each occasion that dates are desired to be established by the parties. The Licensor delegates to Ned Julian, Esquire the authority to execute letters providing for dates of usage and the Licensee delegates signatory authority to execute such letters to its Fire Chief and Deputy Fire Chief. During those days as specified in such letters, the Licensee will use all of the building exclusively and the Licensor will not be entitled to otherwise use the building in any way. 3. License Fees/Term/Termination. This non - exclusive License Agreement shall begin on the date executed by both parties hereto. The parties may terminate this License at any time with written notice being provided to the other party at least five (7) working days in advance of the termination. There shall be no fees assessed against the Licensee by the Licensor in recognition of the public benefit served and attained by means of the use of the building by the Licensee. 4. Care and Maintenance. The Licensee shall not be responsible for any item within the building or part of the building which is damaged during the course of training exercises. 5. Alterations. The Licensee shall not, without first obtaining the written consent of Licensor, make any alterations, additions, or improvements in, to or about the building. 2 6. Ordinances, Statutes, Rules and Regulations. The Licensee shall comply with all statutes, ordinances and requirements of all municipal, State and Federal authorities now in force, or which may hereafter be in force, pertaining to the building. 7. Assignment. The Licensee shall not assign this Agreement without prior written consent of the Licensor, which may be withheld for any reason. Any such assignment without consent shall be void and, at the option of the Licensor, it may terminate this License Agreement. 8. Utilities. All applications and connections for necessary utility services on the building shall be made in the name of Licensee and only with the consent of the Licensor. Licensee shall be solely responsible for all of its charges and expenses relating to utility and other services which it may procure. 9. Indemnification of Licensor. The Licensor shall not be liable for any damage or injury to the Licensee, or any other person, or to any property, occurring on or in the building which result from the firefighter training contemplated herein. The Licensee hereby, to the extent and limit permitted by State law, shall hold harmless and indemnify the Licensor from and against any and all liability, assertions, loss, claims, damages, costs, attorney's fees, judgments and expenses of whatsoever kind or nature which the Licensor may sustain, suffer or incur or be required to pay by reason of a loss resulting from the negligent acts or omissions of the Licensee. To the extent and limit permitted by State law, in the event that any action, suit or proceeding is brought against the Licensor upon any alleged liability arising out of this Agreement asserted to have resulted from the negligence of the Licensee, the Licensor shall promptly provide 3 notice in writing thereof to the Licensee by registered or certified mail addressed to the Licensee at the address herein provided. Upon receiving such notice, the Licensee, at its own expense, shall diligently defend the Licensor against such assertions, actions, lawsuits, or proceedings and take any and all appropriate actions to prevent the obtaining of a judgment against the Licensor and to otherwise protect the interests of the Licensor to the extent permitted by State law. Nothing in this Agreement or any action relating to this Agreement shall be construed as the Licensee's or the Licensor's waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. Persons employed by the Licensee and the agents of the Licensee taking actions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the Licensor's officers and employees. Additionally, there are no third party beneficiaries to this Agreement. The Licensee shall take caution to ensure that, during its operations at the building, that no public access to the building occurs and that access is limited to those persons engaging in the Licensee's training operations. 10. Communication. The parties hereby commit to the implementation and maintenance of clear, open communication between the Licensee and the Licensor. 11. Non - Waiver. No waiver of any clause of this Agreement or of the breach thereof shall be taken to constitute a waiver of any subsequent breach of such Agreement, nor to justify or authorize the non - observance of any other occasion of the 0 same or any other agreement nor shall any waiver or indulgence granted by Licensor to Licensee be taken as an estoppel against the Licensor. 12. No Liens. It is expressly agreed that nothing in this Agreement shall ever be construed as empowering the Licensee to encumber or cause to be encumbered the title or interest of Licensor in the building in any manner whatsoever. 13. Notices. Any notice which either party may or is required to give, shall be given by mailing the same, postage prepaid, to the other party at the address shown above, or at such other places as may be designated in writing by the parties from time to time. Notices to the Licensee shall be directed to the City Manager and notices to the Licensor shall be directed to Ned Julian, Esquire, Director of Legal Services. 14. Entire Agreement. The foregoing constitutes the entire agreement between the parties and may be modified only in writing signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day hereinabove first written. LICENSEE ATTEST: tenet R. Dougherty, Cit Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY / /OA/i/ /l 5 CITY OF SANFORD, FLORIDA Brady Lessard Mayor ✓ William L. Colbert, City Attorney SCHOOL DISTRICT SIGNATURE BLOCK FOLLOWS SCHOOL DISTRICT OF SEMINOLE COUNTY (LICENSOR) ATTEST. (/ 4 n � v Ned Julian, qui 4p Dr. ill 4el Director of Legal ces Superintendent Dated:_ Dated: [: