LICENSE AGREEMENT TO LOCATE A KIOSK
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT is entered into as of this J~ ~
i* ,1996, between The Clearwater Trust, ~.\\ Dated
(L. en or) and the City of Clearwater ("Licensee"). ~
day of
9/30/92
WHEREAS, Licensor is the owner of Clearwater Mall, located in
Clearwater, Florida (hereafter referred to as "Shopping Center");
WHEREAS, Licensee is desirous of locating a kiosk based, interactive
multimedia City information system in the Shopping Center; and
WHEREAS, Licensor is willing to grant Licensee the desired license for
such occupancy and utilization, subject to the terms and conditions stipulated
below;
NOW, THEREFORE, it is mutually agreed as follows:
1. Licensor hereby grants to Licensee a license to occupy and use, subject to
all of the terms and conditions herein set forth, an area ("Premises") in a
location, mutually agreed upon by both parties, within the referenced
Shopping Center containing approximately 10 sq. ft. (4 ft. deep x 2-1/2 ft.
wide) for the period commencing on July 1, 1996, and expiring on June 30,
1997, unless sooner terminated as herein provided for the purpose of
installing a Kiosk based interactive multimedia City information system
("Kiosk").
2. That for and in consideration of the foregoing license, Licensor shall not
charge Licensee a fee for such occupancy, and Licensee agrees to comply
with all terms and conditions in this Agreement.
3. Licensee shall protect, defend, indemnify, save and hold harmless to the
extent of its statutory limitations set forth in Section 768.28 Florida Statutes,
Licensor, and any tenant or occupant of the Shopping Center and any fee
owner or ground or underlying lessors of the Shopping Center, against and
from any and all claims, demands, fines, suits, sections, proceedings, orders,
decrees and judgments of any kind or nature by or in favor of, anyone
whomsoever, and against and from any and all costs, damages and
expenses, including attorney's fees, resulting from, or in connection with, loss
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of life, bodily or personal injury or property damage anslng, directly or
indirectly, out of, or from, or on account of, any accident or other occurrence
in, upon, at or from the Premises, or occasioned in whole or in part through
the use and occupancy of the premises, or by any act or omission of
Licensee, or any employees, agents, contractors or invitees in, upon, at or
from the Premises or its appurtenances or any part of the Shopping Center.
4. Licensor and/or any tenant or occupant of the Shopping Center and/or any
fee owner or ground or underlying lessors of the Shopping Center and their
respective agents and employees shall not be responsible or liable at any
time for (a) any defects, latent or otherwise, in any building or improvements
in the Shopping Center or any of the equipment, machinery, utilities,
appliances or apparatus therein, or (b) for any loss of life, or injury or damage
to any person or to any property or business of Licensees, or those claiming
by, through or under Licensee, caused by, or resulting from, the bursting,
breaking, leaking, running, seeping, overflowing or backing up of water,
steam, gas, sewage, snow or ice in any part of the Premises or caused by or
resulting from, acts of God or the elements, or resulting from any defect or
negligence in the occupancy, construction, operation or use of any buildings
or improvements in the Shopping Center, including the Premises, or any of
the equipment, fixtures, machinery, appliances or apparatus therein.
5. Licensee shall at its sole cost and expense (a) keep the Kiosk operating
during the normal Shopping Center hours; (b) keep the Premises and any
displays in a safe, clean and proper manner (c) furnish Licensor with
emergency telephone numbers and with a forwarding address; (d) secure any
and all licenses or permits required by any governmental agency or authority
with respect to Licensee's occupancy and use of the Premises (e) secure and
be responsible for the display at close of business each day; (f) not make or
permit to be made any alterations, additions or improvements in the Premises
without the prior consent of Licensor; (g) not permit any mechanic's lien to be
filed against the Premises by reason of any work, labor, service or materials
performed at or furnished to the Premises; and (h) abide by all rules and
regulations established by Licensor, from time to time, with respect to the use
and occupancy of the Premises and to the common areas, facilities,
improvements and sidewalks in the Shopping Center. All signs used at the
Premises shall be subject to Licensor's prior approval and shall be
professionally painted, stating name of business and reason for display.
6. Licensee shall not sell, assign, mortgage, pledge or in any manner transfer
this License Agreement or any interest therein, nor sublet all or any part of
the Premises, nor license considerations nor departments therein.
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7. In the event Licensor or Licensee fail to perform any of the terms, conditions
or covenants of this License Agreement, then either party can terminate this
Agreement with 30 days written notice to the other party.
8. Nothing contained herein shall be deemed or construed by the parties
hereto, nor by any third party, as creating the relationship of principal and
agent or of partnership or of joint venture between the parties hereto it being
understood that nothing contained herein, or any acts of the parties hereto,
shall be deemed to create any relationship between the parties hereto other
than the relationship of Licensor and Licensee.
9. Notwithstanding anything to be contrary provided in this License Agreement,
it is specifically understood and agreed by Licensee that there shall be
absolutely no personal liability on persons, firms or entities who constitute
Licensor with respect to any of the terms, covenants, conditions and
provisions of this License Agreement, and Licensee shall look solely to the
interest of Licensor in the Shopping Center for the satisfaction of each and
every remedy of Licensee in the event of a default of Licensor hereunder.
10. If this License Agreement grants Licensee the right to occupy and use the
Premises for the purpose of market research, then a schedule entitled
"Market Research Addendum" which sets forth additional rules and
regulations applicable to such use shall be attached hereto and such rules
and regulations shall be of the same force and effect as if fully set forth
herein.
11. All notices to either party must be sent by U.S. Mail to the address below:
As to Licensor ~ As to Licensee
The Clearwater Trust~ Dated 9/30/92 City of Clearwater
P. O. Box 5008 P.O. Box 4748
Clearwater, FL 34618 Clearwater, FL 34618-
and 4748
4350 LaJolla Village Drive, Suite 400
San Diego, CA 92122
12. If any litigation arises out of this Agreement, each party agrees to be
responsible for its own attorney's fees and costs.
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(Signature Page for License Agreement between
The Clearwater Trust, Inc. Dated 9/30/92 and City of Clearwater)
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Signed in the Presence of:
LICENSOR:
THE CLEARWATER TRUST~
Dated 9/30/92
By~ Holland Westshore, Inc.,
Delaware Corporat' ~ '"'TTU.>-t(.e.,.
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c\\6BY: . ·
David J. H r
Its: Vice Presi
h
nt and General Counsel
Countersigned:
LICENSEE:
CITY OF CLEARWATER, FLORIDA
By: ~ ~ ~'"'W
Elizab M. De ula
City Manager
Rita Garvey
Mayor-Commissione
Approved as to form and
legal sufficiency:
Attest:
~2:. )L
Cyia E. Goudeau
City le"rk
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John Carassas
Assistant City Attorney
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