PROMOTIONAL LICENSE AGREEMENT FOR CITY EXPO AT CLEARWATER MALL
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PROMOTIONAL LICENSE AGREEMENT
THIS AGREEMENT is made and entered into as of this 8th
day of September , 19~, by and between Clearwater Trust
dated 9/30/92, hereinafter referred to as "Licensor", and City
of Clearwater , hereinafter referred to as
"Promoter".
RECITALS
A. Licensor is Clearwater Trust dated 9/30/92 for that
certain shopping c'enter commonly known as Clearwater Mall. Said
shopping center is located. at 20505 U.S. Highway 19 North, Suite
310, Clearwater; Florida, 34624 and shall hereinafter be referred
to as "Center".
B. Promoter desires to use a por~lon of Center at certain
~lmes for the purposes of conducting thereon certain activities.
Said acti vi ti es sha 11 be sub j ect to the terms , covenants and
conditions of this Agreement.
TERMS
NOW THEREFORE, for good and valuable conSlaera~lon and t.ne
mutual promises herein contained, the parties agree as follows:
1. Grant
license to
conditions
Common area
of License. Licensor hereby grants to Promoter a
occupy and use, subject to all the terms, covenants and
hereof, that cortion of Center described as follows:
a's approved bv Marketinq Director.
Said portion of Center shall hereinafter De referred to as
"Premises".
2. Scope of License.
occupy the Premises
following described
"Activities"') :
Display of city departments
~/eek. "City Expo".
Licensor agrees that Promoter shall use and
only for the purposes of performing the
activities (hereinafter referred to as
in common area to celebrate Florida City Government
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It is agreed
promotion of
performed by
hours:
that the Activities are for the express benefit and
Center and Promoter. The Activities shall be
Promoter on the following dates at the following
Set Up:
Event:
Teardown:
DATES
10/28/94
10/29/94
10/29/94
HOURS
9 pm -, 11 pm
10 am - 5 pm
.After5P!T1
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SECTIONS 3 and 4.
The Promoter, as a political subdivision of ~he State.of
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'.~0:~~~t~~r;:,>1"-'e"~t~nt specifically wat~ed by 768.28 Florida Statutes. To
;;~t'FTiff7:F': the ex t e n~p e r m i t t e d by the laws 0 f the S tat e 0 f F'l 0 rid a ,
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undersigned shall save Licensor harmless from damages,
loss or liability occurring by reason of any inj~ry to
person or property occasioned by any act or omission,
negligence or wrongdoing of the Promoter or any of its
,officers and employees; and Promoter will, at its own cost
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or expense, to the extent permitted by the laws of the
State of Florida, defend and protect Lic~nsor ~gainst' such
C'"laLns"'a'nd deml'lnds. Promoter shall prc'!idc Licen~or 'with
a copy of a Statement of Self-Insurance. Notwithstanding
the foregoing, nothing bontained:hkr~i~ shall reiieve
Licensor of liability f~r damage~ besulting from its own
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negligence in connection with this Agreement.
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5. Payments.
(a) P~o~ote~ s~all pay Lice~so~ the su~ of $ -0-
acco~ding to the terms of payme!~t specified as follows:
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(b) Licenso~ shall pay P~o~ote~ the su~ of $ -0-
acco~ding to the terms of pay~ent specified as follows:
6. Term, Termination. T~e ter:n 0:: this Agree;nent shall
co~~ence as of the date of execution he~eof and shall continue in
full force and effect until October 30 , 19.J.L =:ither party
shall have the ~ight to cancel this Ag~ee=ent, at any ti=e, upon
giving thirty (30) days' w~itten notice the~eof.
'1. Permits. P~o:note~ shall o'bta:'::-l any and all per~its,
licenses and autho~izations which may be re~uired by any and all
governmental authorities with ~espect to the Activities. Should
.1 i ve or r e corc.ed mus ic be used by P~I):nO ter , ?ro:no te~ shall be
responsible for all fees payable to ASCAP or any other authorized
agency or association. Should Pro=ote~ hold a valid license fer
this purpose, a copy of said cur~ent lice!1se shall be provided to
the Marketing Director no later than thirty (30) days before the
scheduled Act;ivi ties. All i::1stallations and equipment used by
~romoter i!~ perfor::li~g the Activities shall be maintainec. a!1d
installed in st~ict confor:nity with the ~equirements of the Board
of F ire U!1de~w~ i tars as \..e 11 ciS loca l, s ta te arld federal laws,
rules and regulations.
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8. Taxes and Fees. Any and all taxes, fees and assessmeJ1 ts,
including, but not limited to, license fees, fees for perrr.its,
prof i ts, sal es or use taxes, personal prope!"ty taxes, or any
other taxes which may be levied or assessed on the assets,
business or capi tal of P!"omote!" or on P!"omote!'" s income there-
from, by any duly constituted gove!"nment authority, shall be
bor~e and paid for by P~o=oter.
9. Rules and Requlations. Licensor ~~as and shall from time to
time set forth Rules and Regulations Goverr~ing Promotional
Activity. Promote!" agrees to abide by all such Rules and
Regulations as though set forth in full herein.
10. Emplovee I s Benet i ts. Pror:loter agrees to assume exclusive
liability for the payment of any sums imposed by governJ::lent
authori ties -for or relating to workr.en I s compensation i~su:-ance
or the Social Security of employees or othe:- persons who perform
work or service for Promote:' in the performance of its obliga-
tions hereunder. Promote:' also agrees that it will execute and
delive:, to Licenso:, any further written docume~ts in connection
with the foregoing which Licensor may deem necessary or excedient
to comply wit~ a:lY orde:" rule or regulation of any duly
constituted government authority.
11.. Assiqnment. It is expressly agreed that P:'omoter shall not
assign its rights :-~c):' delegate its d1.:ties u:~de:' t;~is Agree:::e:lt
wi tho.ut the prior wri tten consent cfLicens()r"",,__~n'::l~<:::.se.i-.g~:-:::e:.l+" ()f
rights or delegation of duties by Pro:r.oter wit~~out the prior
written consent of Licensor is void.
12. Removal ot Property. On :'evocation, surrender or other
termi~a t ion of the 1 icense he::'eby given, Pro;::;o ter shall quie t 1 Y
a~d peaceably su:,:,ender the P:,emises and shall remove all
fixtu:,es, equipment, and other things placed by Promoter on the
Premises he:,eunder, and i~ Pro~oter shall fail to do Sb~ Licensor
shall have the right to make such removal at Promoter's expense.
Promoter shall maintain the Premises in a neat and clean
condition and, at the conclusir:m of the Activities, thoroughly
sweep, clean and restore the Premises and leave them in at least
as gOI)d conci t ion as they we!;"e befo!'e the pe!'formance of the
Activities, 0:' shall contract with Licensor for such services at
Promoter's expense.
13. Notices. All notices, de;~ands or other writings in t~1is
Agreement provided to be given, made or sent by either party
hereto to the other, shall be deeJ':'led to have been fully given,
made or sent when l~ade in writing and deposited in the United
States mail, postage prepaid and addressed as follows:
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TO LICENSOR:
Clearwater Mall
P.O. Box 5008
Clearwater, FL 34618
Attn: Marketing Director
City of Clearwater
P.O. Box 4748
Clearwater. FL 34618
Attn: Diane Fitzgerald~ Information Management Dept. (462-6674)
TO PROMOTER:
In the event Promoter is
corporations or combinations
Promoter shall be their joint
given to one of_them shall.be
two or more persons, partnerships,
thereof, then the obI iga tions of
and several obligations, and notice
deemed notice to all.
14. Exclusiveness. The license given herein is not exclusive and
Licensor reserves the right at any time to grant other or similar
licenses to use or occupy the Premises.
15. Death as Terminatinq Joint Licenses. It is expressly agreed
that the license granted by this Agreement is personal to the
Promoter and shall not inure to the benefit of the heirs, assignsl
or successors in interest to the Promoter and such license shall
cease and terminate immediately upon the death or Promoter.
16. Entire Understandinq of the Parties. The making, execution
and delivery or this Agreement by Promoter has been induced by no
representation other than those herein expressed. This Agreement
embodies the entire understanding or the parties and there are no
further or other agreements, written or oral, in effect between the
parties, relating to the subject matter hereof. This instrument
may be amended or modified only in writing signed by both parties.
17. Governinq Law, Entirety of Aqreement and Partial Invalidityo
This Agreement shall be governed by the laws of the state in which
Center is located. If any provision of this Agreement is held by
any court to be inval id, void or unenforceabl e, the remaining
provisions shall nevertheless continue in full force and effecto
18. Risk of Loss or Damaqe. The risk of loss or damage to any
materials, equipment or any other personal property of Promoter
used on Center's property or in the performance of its obliga-tions
under this Agreement shall remain solely with Promoter.
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19. Wa.1ver. Waiver by Center of any breach of any term,
covenant or condition herein contained shall not be deemed a
waiver of such term, covenant or condition or any subsequent
breach of the same or any other term, covenant or condition
herein contained.
20. Attorneys' Fees. If any action at law or in equity is
necessary to enforce or in terpre t the terms of this Agreemen t,
the prevailing party shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.
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21. No Partnership Interest or Estate. It is understood and
agreed that nothing herein contained shall be considered as in
any way constituting a partnership between Licensor and Promoter
and that Promoter does not and shall not claim at any time any
interest or estate of any kind.
22. Corpo~~iion. In the event Promoter shall be a corporation,
the parties executing this Agree~ent on behalf of Promoter hereby
covenant and warrant that Promoter is a duly qualified corpora-
tion and all steps have been taken pr ior to the date hereof to
qualify Promoter to do business in the state in which Center is
located; corporate taxes have been paid to date; and all future
forms, reports, fees and other documents or payments necessary to
comply with applicable laws wil} be filled or p~id when due.
23. Time of Essence. Time
and every term, covenant and
is of th~-es~en~~
d. t' h .
con: lon .ereln.
in-' this--Agreelnent
24. Exhibit A. Exhibit A is a writte!l
ing all the paragraphs listed tl~erein,
inco~po=ated ~y re=erence ~erein.
document which, includ-
is attached here to and
25. Security Deposi t. Promoter has deposi ted wi th- Licensor
$ -0- as a security deposit, receipt of which is hereby
acknowledged. Said deposit shall be held by Licensor, without
1 iabil i ty for in teres t, for the fa':' thful perfc):t'lnance by !?!'omoter
of all terms, covenants and conditions in this Agreement to be
observed and performed by ?ro:noter. Lic~nso= shall deduct all
co s t san d ex pen s e s, wit h 0 U t 1 i m ita t i' 0 n , ass 0 cia t e d w.i t h
Promoter's use of the Premisesl and shall ~efund to Promoter the
balance of the security deposit approximately two weeks after the
Activities have terminated.
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26. By signature belowl Promoter acknowledges that it has
received, read, and fully understands the Center's Rules and
Regulations Governing Promotional ActivitYI and expressly agrees to
abide by each and everyone as though fully set forth and
incorporated herein.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement on the day and year first above written.
PROMOTER
LICENSOR
City of Clearwater, Florida
Clearwater Trust dated 9/30/92
dba: Clearwater Mall
By: 4 h?~ By:
M~*~~RR Elizabeth M. Deptula Lori White, CMD
City Manager
Marketinq Director
ATTEST:
~~ C-- ~. cOD C2'~
ynt "a E. Goudeau
Citylerk -
Approved as to form and correctness:
M~fltJ~~~.
City Attorney
Ri a Garvey
Mayor-Commissioner
Pamela K. Akin
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EXHIBIT A
1. Date on which Promotional License Agreement 1s executed:
9/8/94
2. Legal name and legal status of ?romoter:
City of Clearwater
3. Address of Promo ter: P.O. Box 4748, C1 earwater, FL 34618
4. Name of shopping center: Clearwater Mall
Address of sho~ping center:
Clearwater, FL ~o24
20505 U.S. Hwy. 19 N., #310,
5 .
6.
Description
specific) :
of activi ties to be performed by Promoter
"City Expo" to disploy rity rlppi'lrtmpnrc:;
(be
7. Hours during which Promoter shall perform its activities:
DATE
HOURS
Set up: 10/28/94
l:.vent: 10/29/94
leardown:1U/29j94
9 -11 pm
10- 5 pm
after 5 pm
8. Terms and amounts of payment to be made by Licensor to
Promoter (if none, insert "None"):
Amount of Payment
D~e Date of Pay~ent
'none
Total of Contracted Payments:
Payments ,to be made at address set forth in Paragraph 3
unless specified otherwise below:
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9. Terms and amounts of payment. to be. made by Promoter to
Licensor (if none, insert "None"):
Amount of Payment
Due Date of Payment
none
Total of Contracted Payments:
paymen_ts to be .made at address se t forth in Paragraph 5
unless specified otherwise below:
10. Licensor's address for notices, if different from address in
Paragraph 5 above:
11. Promoter's address for notices, if different from address in
?aragraph 3 above: