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PROMOTIONAL LICENSE AGREEMENT , , .' I I PROMOTIONAL LICENSE AGREEMENT day of, ~ Company, hereina tel' - Clearwater, Florida "Promoter". RECITALS A. Licensor is C learwa tel' Mall Company for tha t certain shopping center commonly known as Clearwater Mall. Said shopping center is located at 20505 U.S. Highway 19 North, Suite 310, Clea~water, Florida, 34624 and shall hereinafter be referred to as "'Center". B. Promoter desires to use a portion of Center at certain times for the purposes of conducting thereon certain activities. Said activities shall be subject to the terms, covenants and conditions of this Agreement. TE!{MS NOW THEREFORE, for good and valuable consideration and the mutual promises herein contained, the parties agree as fOIIOWS:~; 1. Grant of License. Licensor hereby grants to Promoter a license to occupy and use, subject to all the terms, covenants and condi tions hereof, that portion of Center described as follows: Common area as approved by Marketinq Director Said portion of Center shall hereinafter be referred to as "Premises". 2. Scope of License. Licensor agrees that Promoter shall use and occupy the Prenises only for the purposes of performing the followIng described activities (hereinafter referred to as "Activities") : Distribution of Parks & Recreation ro ram information about occaSlon Lake Nature Park, arts and crafts s, e c. nstructors will also demonstrate such es an per ormlng groups from the Cultural Arts responslble for video and slide equipment. -1- CG;f~ 00 /1 _~,- '..' J "<_"" ~ (g-') I I I t is agreed that the Acti v i ties are for the eX'pr~:~ benehf 11\ a~d . _ ~ . nd Promoter. The Actlvl,-les s a e promotlon UJ. center_ a. -the ~o' 'ow1ng dates at the following performed by Promoter on . J. ~- J. hours: DATES Set Up: Friday, July 24 Event: Saturday, July 25 Teardown: Saturday, July 25 HOURS After 9 pm 10 am - 9 pm After 9 pm * SECTIONS 3 and 4. The Promoter, as a political subdivision of the State of F lor i d a, i s en tit led t 0 so v ere i g n i mmu nit y " ex c e p t tot he extent specifically waived by 768.28 Florida Statutes. To the exte~L_permitted by the laws of the State of Florida, undersigned shall save Licensor harmless from damages, loss or liability occurring by reason of any injury'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 or expense, to the extent permitted by the laws of the State of Florida, defend and protect Licensor ~gainst such claims 'and d~mands. Promoter shall provide Licensor 'wi th , . a copy of a Statement of Self-Insurance. Notwithstanding the foregoing, nothing contained hfrein shall relieve I Licensor of liability fordamage~ te~ulti~g from its own negligence in connection with this Agreement. 2 1 I 5. Payments. (a) Promoter shall pay Licensor the sum of $ according to the terms of payme1:t specified as follows: ~o- (b) Licensor shall pay Promoter the sum of $ according to the terms of payment specified as follows: -0- 6. Term, Termination. The term of this Agreement shall commence as of the date of execution hereof and shall continue in full force and effect until July 26 , 1 g~ Ei ther party shall have the right to cancel this Agreement, at any time, upon giving thirty (30) days' written notice thereof. '1. Permits. Promoter shall obtain any and all permits, licenses and authorizations which may be required by any and all governmental authorities with respect to the Activities. Should live or recorded music be used by Promoter, Promoter shall be responsible for all fees payable to ASCAP or any other authorized agency or association. Should Promoter hold a valid license for this purpose, a copy of said current license shall be provided to the Marketing Director no later than thirty (30) days before the scheduled Activi ties. All installations and equipment used by Promote!' i1: performing the Activities shall be maintained and installed in strict conformity with the requirements of the Board of Fire Underwr i ters as we 11 as local, s ta te and federal laws, rules and regulations. -3- ) I 8. Taxes and Fees. Any and all taxes, fees and assessments, including, but not limited to, license fees, fees for permits, profits, sales or use taxes, personal property taxes, or any other taxes which may be levied or assessed on the assets, business or capi tal of Promoter or on Promoter's income there- from, by any duly constituted government authority, shall be borne and paid for by Promoter. 9. Rules and Requlations. Licensor has and shall from time to time set forth Rules and Regulations Governing Promotional Act i vi ty. Promoter agrees to abide by all such Rules and Regulations as though set forth in full herein. 10. Emplovee's Benefits. Promoter agrees to assume exclusive liability for the payment of any sums imposed by government authorities for or relating to workmen's compensation insurance or the Social Security of employees or other persons who perform work or service for Promoter in the performance of its obliga- tions hereunder. Promoter also agrees that it will execute and deliver to Licensor any further written documents in connection with the foregoing which Licensor may deem necessary or expedient to comply with any order, rule or regulation of any duly constituted government authority. 11. Assianment. It is expressly agreed that Promoter shall not assign its rights nor delegate its duties under this Agreement without the prior written consent of Licensor. Any assignment of rights or delegation of duties by Promoter without the prior written consent of Licensor is void. 12. Removal of Property. On revocation, surrender or other termination of the license hereby given, Promoter shall quietly and peaceably surrender the Premises and shall remove all fixtures, equipment, and other things placed by Promoter on the Premises hereunder, and if Promoter shall fail to do so, 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 conclusion of the Activities, thoroughly sweep, clean and restore the Premises and leave them in at least as good condi t ion as they were before the performance of the Activities, or shall contract with Licensor for such services at Promoter's expense. 13. Notices. All notices, demands or other writings in this Agreement provided to be given, made or sent by either party hereto to the other, shall be deemed to have been fully given, made or sent when made in writing and deposited in the United States mail, postage prepaid and addressed as follows: -4- /-". " ) I TO LICENSOR: Clearwater Mall Company P.O. Box 5008 Clearwater, FL 34618 Attn: Marketing Director City of Clearwater P.U. Box 4/4H Clearwater, ~L 34blH Attn: Office of Parks & Recreation, Birgitt Dowd (462-6531) TO PROMOTER: In the event Promoter is two or more persons, partnerships, corporations or combinations thereof, then the obligations of Promoter shall be their joint and several obligations, and notice given to one of them shall be 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 Terminatina 30int Licenses. It is expressly agreed tha t the 1 icense granted by this Agreement is personal to the Promoter and shall not inure to the benefit of the heirs, assigns, or successors in interest to the Promoter and such license shall cease and terminate immediately upon the death of Promoter. 16. Entire Understandina of the Parties. The making, execution and delivery of this Agreement by Promoter has been induced by no representation other than those herein expressed. This Agreement embodies the entire understanding of 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. Governina Law, Entiretv of Aareement and Partial Invaliditv. 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 invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effec t. 18. Risk of Loss or Damaae. 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. -5- '\ I I 19. Waiver. 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. Attornevs' Fees. If any action at law or in equity is necessary to enforce or in terpre t the terms of this Agreement, 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. 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. Corporation. In the event Promoter shall be a corporation, the parties executing this Agreement on behalf of Promoter hereby covenant and warrant that Promoter is a duly qualified corpora- tion and all steps have been taken prior 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 will be filled or paid when due. 23. Time of Essence. Time is of the essence in this Agreement and every term, covenant and condition herein. 24. Exhibit A. Exhibit A is a written document which, includ- ing all the paragraphs listed therein, is attached hereto and incorporated by reference herein. 25. Security Deposit. Promoter has deposited with Licensor $ -u- as a security deposit, receipt of which is hereby acknowledged. Said deposit shall be held by Licensor, without liability for interest, for the faithful performance by Promoter of all terms, covenants and conditjons in this Agreement to be obse!'ved and performed by Promoter. Licensor shall deduct all costs and expenses, without limitation, associated with Promoter's use of the Premises, and shall refund to Promoter the balance of the security deposit approximately two weeks after the Activities have terminated. -6- .. ~ '. I I 26. By signature below, Promoter acknowledges that it has received, read, and fully understands the Center's Rules and Regulations Governing Promotional Activity, 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 Mall Company B Corporation /' ~~ By: ~~'l ~ Lori ~Jhi te Marketing Director Approved as to form and correctness: r\fij\f~Njt.ll """''':1 ATTEST: M. A. Galbraith, City Attorney -7- '. ~...~ I I . , ~. ~ .lo;.," . EXHIBIT A 1. Dat_E! .on which Promotional License Agreement is executed: 7-6-92 Legal name and legal status of Promoter: Clty of Clearwater/Parks and Recreation Dept. 2 . 3. Address of Promoter: P.O. Box 4748, Clearwater, ~L 34bl~ 4. Name of shopping center: Cl earwater Ma 11 5. Address of shopping center: 20505 U.S. Hwy. 19 N., #310, Clearwater, FL 34624 6. Description of activities to be performed by Promoter (be specific): Distribution of Parks & Recreation proqram information. dance and fitness instruction, performinq cultural qroups. 7. Hours during which Promoter shall perform its activities: DATE HOURS July 25 10 am - 9 pm 8. Terms and amoun ts of paymen t to be made by Licensor to Promoter (if none, insert "None"): Amount of Payment Due Date of Payment None Total of Contracted Payments: Payments ,to be made at address set forth in Paragraph 3 unless specified otherwise below: '. I I ' ( Al.,~. ;-, 9. Terms and amounts of payment to be made by Promoter to Licensor (if none, Inser t "None"): Amount of Payment None Due Date of Payment Total of Contracted Payments: Payments to be made at address set 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 Paragraph 3 above: I I CLEARWATER MALL DISPLAY GUIDELINES, RULES AND REGULATIONS The following guidelines are provided to insure a high quali ty, professional and safe event or display at Clearwater Mall. All events and displays are to equally match or excel the professional presentation of Clearwater Mall. GENERAL 1. Prior to an event or display, a Promotional License Agreement must be completed and on file with the Clearwater Mall r-1arketing Department. In addition, all required Certificates of Insurance must be secured and on file. Failure to provide the agreement and/or insurance will automatically terminate the event or display. 2. The hours of an event or display must coincide with establ ished Clearwater f\1all operat ing hours. Regular mall hours are 10:00 a.m. to 9:00 p.m. Monday through Saturday, and 12:00 noon to 5:30 p.m. on Sunday. Mall operating hours are adjusted regularly for holiday or seasonal purposes. Confirm actual mall hours with the Clearwater Mall Marketing Department. 3. For the safety and convenience of our shoppers, events and displays are not allowed to set-up or tear down during operational hours. All set-up and tear down work must be completed by 10:'00 a.m. or begin after 9;00 p.m. Confirm actual set-up and tear down hours and dates with the Clearwater Mall Marketing Department. 4. To avoid any possible damage to Clearwater Mall flooring, all event or display materials must be transported on pneumatic tire carts or dollies. Usage of carts or dollies with har'd r'ubber wheels is prohibited and will result in immediate cancellation of said event. 5. Utilities, if needed, will be supplied by the mall. Utilities needed must be stated on the equipment application form prior to the event. Clearwater Mall does not supply extension cords or easels. User is responsible to provide safe extension cords. Only 3-prong grounded 15 amp cords are allowed in the mall. 6. Clearwater Mall is not responsible to provide workers to aid in event/display set-up or takedown. I I 7. Shou Id an event or display require addi t ional secur i ty in the mall, the user will be responsible for all monetary compensation for Clearwater Mall Security Officers. Additional security is arranged through Clearwater Mall Marketing Department and Security Department. 8. Clearwater Mall is not responsible for theft, loss or damage to any event, display or personal merchapdise. 9. Absolutely no alterations are to be made on any physical structure of the mall when setting-up or tearing down an event or display. In addition, nails, screws, wire, tape, etc. are prohibited from being driven into or attached to walls, trees, railings, benches or any other Clearwater Mall fixture. 10. To designate proper location, all events or displays generating any type of noise (drilling, cutting, etc.) must be presented to the Clearwater Mall Marketing Department prior to set-up. 11. Per the City of Clearwater Fire Department, a 10 foot aisle must be maintained between all events or displays and store fronts. 12. 1-1aintenance and upkeep of the event or display must be a continuous effort and is the responsibility of the user. Failure to maintain your event or display area will result in immediate cancellation of said event. 13. The event or display user is responsible to return the area after usage in its prior or better than its prior condition. User is responsible for any damage found at event or display area. 14. All event or display participants are required to observe the established Mall Employee parking regulations. All vehicles must be parked in outer perimeter spaces showing a white diamond painted on it. Non-compliance will result in termina t ion of the event or display and evict ion from the mall. 15. Per the established City of Clearwater zoning codes, self- contained campers are not allowed on the parking lot under any circumstances. 16. Helium tanks or balloons are not allowed in the mall. I I 17. Verbal or physical soliciting (barking) during an event or display is prohibited. Failure to comply will result in termination of the event or display. 18. Pets are not allowed in the mall or secured at a mall entrance way. SIGNING 1. All event or display signage must be professionally produced and of professional quali ty. Hand lettering 02:' stencil signs are not permi tted. For aid in producing proper signage, contact Clearwater Mall Marketing Department. 2. Signs with flashing lights or noise makers (bells, buzzers, P.A.) are not permitted. 3. Signs offering a video or audio presentation must allow volume to be heard within the immediate area only. High volume presentations are not permitted. TABLES 1. User will remain in the assigned space to conduct business. 2. All tables must be covered and skirted to the floor. Skirting material must meet approval of the Clearwater Mall lv1arketing Department - sheets not accepted. Any boxes are to be stored under skirted tables out of view or off premises. VEHICLES 1. All vehicles will enter and exit through retractable promotion doors. 2. Per the City of Clearwater, a maximum of five (5) gallons of fuel is allowed in each vehicle. 3. Per the City of Clearwater, all gas caps, locking and non- locking, are to be tape sealed when displayed in the mall. 4. Prior to arriving mall, do not use air conditioning in vehicle in order to avoid fluid deposits (draining) from the vehicle when entering. ~ I ~ 5. v~hen on display, all vehicles are required to house a plastic cover under the entire length and width of vehicle to prevent fluid spills. If needed, Clearwater Mall will provide plastic covering. 6. Tires of each vehicle are to rest on top of carpet squares, plastic squares or cardboard squares. If needed, Clearwater Mall will provide carpet squares. 7. Battery cables must be disconnected on all vehicles on display. 8. All vehicles on display which are unsupervised, must be locked at all times. 9. In case of emergency, one (1) set of keys per each vehicle is to be submitted to Clearwater Mall Security. There are no exceptions to this rule. 10. Vehicles must enter and exit the mall during pre-scheduled dates and times. Failure to abide by these dates and times will result in removal of the vehicles from Clearwater Mall by Clearwater Mall Security. 11. When on display, Clearwater Mall is not responsible for on- going cleaning or upkeep of vehicles. 12. Usage of polishes, silicone agents or any other cleanser or finish enhancer is prohibited. 13. Clearwater Mall is not responsible for any damage or injury of a vehicle while in the mall or on the property. All questions concerning these display guidelines are to be directed to the Clearwater Mall Marketing Department located in the mall offices (813) 796-2335.