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PROMOTIONAL LICENSE AGREEMENT (2) 1 , .,> . . , , . I I . . .. " PROMOTIONAL LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of this __.-lIst__ day of ~~ , 19~, by and between Clearwater .Trust dated 9/30/92, hereinafter referred to as "Licensor", and _~~L_ of Clearwater, Florida, hereinafter referred to as "Promoter". RECITALS A. Licensor is Clearwater Trust dated 9/30/92 for that certain shopping center 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 portion of Center at certain times for the purposes of conducting thereon certain activities. Said act i vi ti es shall be subject to the terms , covenants and conditions of this Agreement. TERMS NOW THEREFORE, for good and valuable consideration and the mutual promises herein contained, the parties agree as follows: 1. Grant license to conditions ~ommon ~ea of License. Licensor hereby grants to Promoter a occupy and use, subject to all the terms, covenants and hereof, that portion of Center described as follows: as approved by the Marketing Director. Said portion of Center shall hereinafter be referred to as "Premises". 2. Scope of License. occupy the Premises following described "Activities"): Disbribution of Parks & Recreation program information about such things as Moccasion Lake Nature Park, arts and crafts programs, vldeotsllde presentatTOns, etc. Instructors will also demonstrate such thlngs as danc~ and tltness classes and erformin roups from the Cultural Arts Sectlon. Promoter wlll be responsible for video and s 1 e equlpmen . Licensor agrees that Promoter shall use and only for the purposes of performing the activities (hereinafter referred to as -1- I/) " /)('1_. i ' v' 0/ I .,_1 (1) ,.....,.". : '!,,; I I I jt1 . 're for t~e express benefltand It 1s agreed that q1e Act....v e~tQ T\1e' Activities shall be . .~ r.enter and ?ronu er. - . promotlOl~ 0... , t' "o"owing dates at tlle following performed by Promoter on ."Ie ... -- hours: DATES Set Up: Friday, July 22 Event: Saturday, July 23 TeardOl"n: Saturday, July23 HOURS After 9 pm lOam - 4 pm After 4 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 m'11U nit y ,. ex c e p t tot he extent specifically waived by 768.28 Florida Statutes.. To the exten.L_permitted by the laws of the State of Florida, un de r s I g n e d s h all s a veL ice n s 0 r h arm 1 e s s" fro m d a ma g e s , loss or liability occurring by reason of any injury to person or prooerty occasioned by ariy act or omission, . . negligenc~ or wrongdoing of the Promoter or any of its officers and employees; and Promoter will, at its own cost or expense, to the extent permitte"d by the laws of the State of Florida, defend and protect Lice~sor ~gainst such , claims and demands. Promoter shall provide Licensor 'with a copy of a Statement of Self-Insurance. Notwi thstanding the foregoing, nothing contained h?rein ~hall ~elieve I Licensor of liability for 'damage~ te~ultirig fro~ its own negl igence in connect ion wi th this Agreement. 2 /- . ,I . , , ~ ',' , "., ,,' .. ",. " - - - - " - , . I I 5. Payments. (a) P~ocoter s~all pay Licenso~ the sue of S -0- acco~~ing to the terms of paycel~t specified as follows: (b) Licensor s~all pay P~omoter t~e sun of S -0- according to the terms of pay~ent specified as follows: " ",..; . l~ 6. Term, Termination. The term of. this Agreement shall con~ence as of the date of execution hereof and shall co~tinue i~ full force and effect until July 24 , 19~ ~ither party shall have tb:: ~.ight to cancel this Agreement, at any ti::;e, UPO:1 giving thirty (30) days. written notice thereof. 7. "Permits. Promoter shall obta:irl any and all perlnits, licenses and autho~izations which nay be requi~ed by any and all govern~ental authorities with respect to the Activities. Should .1 i ve or recorced mus.i c be used by E'romo ter , ?romo ter s)'lal1 be responsible fo~ all fees payable to ASCAP or any other authorized agency o~ association. Should Prornote~ hold a valid license fo~ this purpose, a copy of said current lice11se shall be p~ovided to the ~arketing Director no late~ than thirty (30) days before the scheduled Activiti!:?s. All i:1stallations and equipment used by !'romoter i!1 ?erfo:-;::.ing the Activities shall be mairlta.:ined and installed in strict confor~ity with the requirements of the Board of :: ire Underwr i ters as we ~ I as lace 1, s ta te arle. fee.eral laws, rules and ~egulations. -3- ~' '. I 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 Pro~oter. 9. Rules and Requlat1ons. Licensor has and shall from time to time set forth Rules and Regulations Governing Promotional Activity. Promoter agrees to abide by all such !tules and Regulations as though set forth in full herein. 10. Employee's Bene! 1 ts. 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 wit:l a:lY order, rule or re~ulatio!l of any duly constituted government authority. 11. Assiqnment. It is expressly agreed that Promoter shall not assign its rights nor delegate its duties under this Agre!?ment wi thout the pr ior wr i t ten consent of Licenser. ..~ny.~.::.se.5g~1:;;e.:.~t .of rights or delegation of duties by Promoter without the prior written consent of Licensor is void. 12. Removal 0 f 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, de!nands or other writings in this Agreemen t prov ided to be given, made or sent by either par ty hereto to the other, shall be deemed to have been fully given, made or sent when l~ade in wr it ing and depos i ted in the Uni ted States mail, postage prepaid and addressed as follows: -4- . . I , TO LICENSOR: Clearwater Mall P.O. Box 5008 Clearwater, FL 34618 Attn: Marketing Director TO PROMOTER: City of Clearwater P.O. Box 4748 Clearwater, FL 34618 Attn:Office of Parks & Recreation, BirgittDowd (462-6531) In the event Promoter is corpora ti ons or combina ti ons Promoter shall be their joint given to one of them sha11.be two or more persons, partnerships, thereof, then the obligations 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 expr~ssly agreed that the I 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 Understandinq 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. Governinq Law, Entirety of Aqreement and Partial Invalidity. 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 effect. 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. -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. 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. . 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 claiill 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 othe~ documents or payments necessary to comply with applicable laws wi~l be filled or paid when due. 23. Time of Essence. Time is of the'.es::;ern.;t;; 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 $ -n- as a security deposit, receipt of which is hereby acknowledged. Said deposi t shall be held by Licensor, wi thout liability for interest, for the faithful performance by Promoter of all terms, covenants and conditions in this Agreement to be observed a~').d performed by Promoter. Licenso:::' 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 Trust dated 9/30/92 By: -i'fA MNXaHX~~~ Ellzabeth M. Deptula InterlID Clty Manager db~ater rKJm B y : :\A Lo 1 White, CMD ~~Mmmg:ex Marketinq Director ATTEST: ~~ 2:< It Cynt "a E. Goudft~u City 1 erk . ,., ..oe - ---- Countersigned: ita Ga rvey Mayor-Commissioner Approved as and correctness: JLtL :.~ . -7- - I ..- ~':; L ~ ,"- . c. I I EXHIBIT A 1. Date on which Promotional License Agreement is executed: 1/31/94 2 . Legal name and legal status of ~romoter: City of Clearwater, Florida 3. Address of Promoter: P.O. Box 4748, Office of Parks & Recreation, Clearwater, FL 34618 . 4. Name of shopping center: Clearwater Mall Address of shopping center: 20505 U.S. Hwy. 19 N., #310, Clearwater, ~L 34b24 5. 6. Description of activities to be performed by Promoter (be specific): Distribution of Parks & Recreation program information, dance and fitness instructions, performing cultural groups, etc. 7. Hours during which Promoter shall perform its activities: DATE HOURS July 23, 1994 10-4 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: . ..~,~ . ",'.' " .':'.'~ ..' ",-- ! 411 '.." I I '_7, ''\ 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: Payments to be made at address ~et f()rthln Paragraph 5 unless specified otherwise be16w: 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: