PROMOTIONAL LICENSE AGREEMENT FOR PARKS & RECREATION PROGRAMS
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PROMOTIONAL LICENSE AGREEMENT
THIS AGREEMENT is made and en tered in to as of this ~ ~b
day of #a:Y- ~~~ , 19~ by and between Clearwater Mall
Company, here inaf t4r referred to as "Licenso:r", and Ci ty of
Clearwater, Florida hereinafter referred to as
"Promoter".
RECITALS
A. L i censo:r is Clearwa tel' Mall Company for ~ha t eel" tain
shopping center commonly known as Clearwater Mall. Said shopping
center is located at 20505 U.S. Highway 19 !"'ort}~, Suite 310,
Clearwate:r, Flo:rida, 34624 a~d shall hereinafter be referred to
as "Center".
B. P:romoter desires to use a portion of Center at certain
times for the purposes of co~ducti~g thereon certain activities.
Said activities shall be subject to the terms, covenants and
conditions of this Agreeme~t.
TE::tMS
NOW THEREFORE, fo:r good and valuable consideration and the
mutual promises herein contai!"led, the parties agree as follows:
1. Grant of License. Licensor !'le:reby grants to Promoter a
license to OCCl1Py and use, subject to all the terms, covenants
and conditions he:reof, that portion of Center described as
follows: Common area as approved bv Marketinq Director.
Said portion of Ce~te:r shall hereinafter be refer:red to as
"Premises".
2. Scope of License. Licenso:r
a~d occupy the ?:re~ises o~ly for
following desc:ribed activities
"Activities") :
Distribution of Parks & Recreation proqram information about such thinqs as
Moccasion Lake Nature Park, arts and crafts proqrams, video/slide presentations,
etc. Instructors will also demonstrate such thinqs as dance and fitness classes
and performing groups from the Cultural Arts Section. Promoter will be
responsible for video and slide equipment.
agrees that Promote:r shall use
the purposes of pe:rfol'ming the
(he:reinafter :referred to as
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. . . ~ are ~or t~e express benefit and
It is agreed that tpe Actl<ntle::; J. T\ - A~tl'V~ l-ies shall be
of Center and ?ror:loter. ..~e ~ ......-
promotion D_ romoter on the following elates at. the following
performed by -
hours:
DAT=:S
Set Up: Friday, July30
Event: Saturday, July 31
TeardOl<ln: Saturday, July 31
HOURS
After 9 pm
lOam - 4 pm
After 4 pm
* SECTIONS 3 and 4.
The Promoter, as a political subdivision of the State of
Florida, is entitled to sovereign immunity,' except to the
extent specifically waived by 768,28 Florida Statutes, To
the exten~t_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 ariy 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 demands.
Promoter shall provide Licensor'with
a copy of a Statement of Self-Insurance. Notwithstanding
the foregoing, nothing contained h~rein shall relieve
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Licensor of liability for 'damage~ te~ultirig from its own
negligence in connection with this Agreement,
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5. Payments.
(a) Promoter shall pay Licensor the sum of $
according to the terms of payment specified as
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follows:
(b) Licensor shall pay Promoter the sum of $ -0-
according to the terms of payment specified as follows:
6. Term, Termination. The term of this Agreement shall
commence as of the date of execution hereof and shall continue i~
ful2. force and effect until August 1 ,19~ Either party
shall have the right to cancel this Agreement, at any time, upo~
giving thirty (30) days' written notice thereof.
7. Permits. Promoter shall obtain any and all permits,
licenses and authorizations which may be re~uired by any and all
governmental authorities with respect to the Activities. Should
1 i ve 0 r recorded mus.i c be used by !?romo ter , ?romo ter s}':a 1 J. be
responsible for all fees payable to ASCAP or any other authorized
agency or association. Should Promoter hold a valid license fer
this purpose, a copy of said current lice!1se shall be provided to
the Xarketing Director ne later than thirty (30) days before the
scheduled Activi ties. All instal2.ations and equipment used by
Promote:::' ir~ ?erfor::;ing the Activities shall be maintained and
installed in strict conformity with the requirements of the Board
of Fire Underwr i ters as \..e II as local, s ta te ar~d federal laws,
rules and regulations.
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8. Taxes and Fees. Any and all taxes, fees and assessme!1ts,
inc 1 uding, bu t no t limi ted to, 1 icense fees, fees for permi ts,
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
Activity. Promoter agrees to abide by all such Rules and
Regulations as though set forth in full herein.
10. Employee's Benefits. Promoter agrees to assume exclusive
liability for the payment of any sums imposed by government
authorities for or relating to workmen1s 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:J.Y order, rule or regulation of any duly
constituted government authority.
11. Assiqnment. It is expressly agreed that Promoter shall not
assign its r igh ts nor de lega te its duties under this Agreemen t
without the prior written consent of Licensor. .ll.ny,,~.:;sif!nmer-:t.af
rights or delegation of duties by Promoter without the prior
written consent of Licensor is void.
12. Removal of Property. On revocation, surre!ider or other
termination of the license hereby given, :?romoter 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 l~ade in wr it 1ng and depos i ted in the Un1 ted
States mail, postage prepaid and addressed as follows:
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TO LICENSOR:
Clearwater Mall Company
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~ Birgit Dowd (462-6531)
In the event Promoter is two or more persons, partnerships,
corpora t ions 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 Terminating Joint Licenses. ~t is expressly agreed
tha t the 1 icense granted by this Agreemen t is personal to the
Promoter and shall not inure to the benef it of the heirs,
assigns, or successors in in terest to the Promoter and such
license shall cease and terminate immediately upon the death of
Promoter.
16. Entire Understanding of the Parti~~. 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. Governing Law, Entiretv of Agreement 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 effect.
18. Risk of Loss or Damage, 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. 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 0 ther term, covenan t or condi tion
herein contained.
20 . Attorneys I Fees. I f any act ion a t 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 unde!'stood and
agreed that nothin~ 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
inte!'est or estate of any kind.
22. Corporation. In the event P!'omoter shall be a corporation,
the parties executing this Agreement on behalf of Promoter hereby
covenant and wa!'rant 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
$ -0- 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 cond! tions in this Agreement to be
obse::;'ved ar1d performed by Promote!'. 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.
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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 a~ove written,
PROMOTER
LICENSOR
City of Clearwater, Florida
Clearwater Mall Company
Wright
~~n I7f&::b
B <[ U.
Lori White
City Manager
Marketing Director
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ATTEST:
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Approved as to form and correctness:
Rita Garvey
Mayor-Commissioner
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M. A. Galbraith,
City Attorney
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EXHIBIT A
1, Date on which Promotional License Agreement is executed:
5/20/93
2. Legal name and legal status of Promoter:
City of Clearwater. Florida
3. Address of Promoter:
P.O. Box 4748. Office of Parks & Recreation. Clearwater. FL 34618
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4.
Name of shopping center:
Cl earwater Ma 11
5. Address of shopping center:
20505 U.S. Hwy. 19 N., Suite 310, Clearwater, FL 34624
6. Description of activi ties 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 31
10 am - 4 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:
paymen t s ,t 0 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:
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: