Loading...
LICENSE AGREEMENT FOR KIOSK " ~ , I I LICENSE AGREEMENT THIS LICENSE AGREEMENT is entered into as of this sixteenth day of June, 1997, between The Clearwater Trust, dated 9/30/92 (Licensor) and the City of Clearwater (Licensee). 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 non-exclusive 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, 1997, and expiring on June 30, 1998, 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 of life, bodily or personal injury or property damage arising, 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, or alleged patent, copyright, or trademark infringement or related claims resulting from the services furnished by Licensee hereunder. 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 , /j, (~, ' c/., , . I I 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 fro 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. 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. , . , . I I 11. All notices to either party must be sent by U.S. Mail to the address below: As to Licensor: As to Licensee: Clearwater Mall P.O. Box 5008 Clearwater, FL 34618 City of Clearwater P.O. Box 4748 Clearwater, FL 34618-4748 and TrizecHahn Centers, Inc. 4350 La Jolla 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. . . , < By: Name: Title: I I IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. ~;2Lr Rita Garvey Mayor-City Commissio Approved as to form and legal sufficiency: ~ John C. Carassas Assistant City Attorney LICENSOR: Clearwater Trust, dated 9/30/92 By: Holland Westshore, Inc., a Delaware corporation, as Trustee ~ ~ ... LICENSEE: City of Clearwater, Florida By: ~. Michael J. Roberto City Manager Attest: ~~ - --- ' . . . " , I I ADDENDUM 1 Location. The Kiosk location shall be such that access by a potential user thereto is not unreasonably restricted and such that the front of the Kiosk has an unrestricted customer view for a reasonable distance. It is the intent of the parties that the Kiosk have a location and be of sufficient area for convenient customer access and use without interfering with the activities conducted at the Kiosk or activities at the Shopping Center. Selection of Kiosk Site. The Kiosk is to be installed by Licensee at a location which is mutually agreeable to the parties ("Kiosk Site"). Within thirty (30) days after agreement on a Kiosk Site is reached between the parties, Licensee shall submit a "Project Schedule" to Licensor, that describes the location of the Kiosk Site and that includes a schedule containing the time and date of installation thereof, as mutually agreed upon by the parties. Installation of Kiosk. Within thirty (30) days after the Kiosk Site is ready, Licensee shall install and make operational, one (1) Kiosk in the Kiosk Site with all related equipment subject to any reasonable delays with regard to the availability of an electrical hookup at the Kiosk Site. Licensee agrees that any Kiosk which it installs shall, (i) be in the form similar to the design as depicted on Exhibit A to this Agreement, which Exhibit A is incorp,orated herein by this reference, (ii) be made by a reputable manufacturer, and (iiil be in good operating condition. Licensee shall be responsible for all costs associated with the Kiosk, including but not limited to, wiring. Operation of Kiosk. Licensee agrees that it shall be responsible for continuously operating the Kiosk so that it is available for the use of patrons of Licensor. Licensor agrees that the Kiosk shall be accessible by potential users during its regular business hours or such other hours as agreed upon between Licensor and Licensee. Responsibilities of Licensee. The responsibilities of Licensee with respect to the Kiosk and the Kiosk Site shall include, but shall not be limited to: (i) the maintenance and repair of the Kiosk; (ii) the operation, maintenance and repair of the wiring and other related lines; and (iii) the continuous electronic monitoring of the operation of the Kiosk. Ownership of Kiosks. For purposes of this Agreement, Licensee shall be the owner of the Kiosk, and shall bear the entire risk of loss or damage to the Kiosk, including, without limitation: (i) loss or damage caused by fire, accident, vandalism or other casualty; or (ii) loss or damage caused by utility failure. Property Taxes. Licensee shall be responsible for the payment of all personal property taxes or similar assessments, if any, directly relating to the Kiosk.