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PROMOTIONAL LICENSE AGREEMENT FOR CITY EXPO (3) , , ,. & I PROMOTIONAL LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of this sep1;. 1997, by and between Clearwater Trust dated referred to as "Licensor", and City of Clearwater. Florida to as "Promoter". G-t.A- 9/30/92, hereinafter hereinafter referred day of 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, 33764 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. TERMS NOW THEREFORE, for good and valuable consideration and the mutual promises herein contained, the parties agree as follows: 1. Grant of License. Licensor hereby grants to Promoter a license to occupy and use, subject to all the terms, covenants and conditions hereof, that portion of Center described as follows: Common area as approved by the Mrketing Director Said portion of Center shall hereinafter be referred to as "Premises". occupy the activities Recreation program 1 /'.0 . ~,-;" , ,,/ "-" ,-- /. ;; '. C (;1 , I I 5. Payments. (a) Promoter shall pay Licensor the sum of $ the terms of payment specified as follows: -0- according to (b) Licensor shall pay Promoter the sum of $ -0- according to the terms of payment specified as follows: 6. Ter;m. Ter;mination. The term of this Agreement shall commence as of the date of execution hereof and shall continue in full force and effect until October 26. 1997. Either party shall have the right to cancel this Agreement, at any time, upon giving thirty (30) days' written notice thereof. 7. 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 Activities. All installations and equipment used by Promoter in performing the Activities shall be maintained and installed in strict conformity with the requirements of the Board of Fire Underwriters as well as local, state and federal laws, rules and regulations. 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 capital of Promoter or on Promoter's income there-from, by any duly constituted government authority, shall be borne and paid for by Promoter. 9. forth abide Rules and Regulations. Licensor has and shall from time to time set Rules and Regulations Governing Promotional Activity. Promoter agrees to 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 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. Assignment. It is expressly agreed rights nor delegate its duties under this consent of Licensor. Any assignment of Promoter without the prior written consent that Promoter shall not assign its Agreement without the prior written rights or delegation of duties by 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 condition 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 I TO LICENSOR: Clearwater Mall P.O. Box 5008 Clearwater, FL 33758 Attn: Marketing Director TO PROMOTER: City of Clearwater P.O. Box 4748 Clearwater. FL 33758 Attn: Diane Fitzgerald (562-4681) 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. reserves the right at occupy the Premises, The license given herein is not exclusive and Licensor any time to grant other or similar licenses to use or 15. Deleted 16. Entire Understanding 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. Governing Law. Entirety of Agreement 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 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 Cent-er's' property or in the performance of its obligations 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 interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys I 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 nothing herein contained shall be considered as partnership between Licensor and Promoter and that not claim at any time any interest or estate of any understood and agreed that in any way constituting a Promoter does not and shall kind. 22. Co~oration. 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 corporation and all steps have been taken prior to the date hereof to qualify Promoter to do business in the state in which Center is locatedj corporate taxes have been paid to datej 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. paragraphs listed herein. Exhibit A is a written document which, including all the therein, is attached hereto and incorporated by reference 25. Security Deposit. Promoter has deposited with Licensor $ -0- 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 conditions in this Agreement to be observed and performed by Promoter. Licensor shall deduct all costs and expenses, without limitation, associated with Promoter's-useHof 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: Holland Westshore. Inc.. a Delaware Corporation, as Trustee By, rp7];,iii};)- l--- Mayor-Commissioner Gina Donatelli Title, B~j!J{l:n;./A%2' Name: Rita Garvey. Name: David Palomo Micheal J. Roberto, City Manager Title: General Manager Landlord Att~~';..-' Jf". , ,."-:,,-. ,.,. '';- ~ .' '.- - '.- . "~'::>'. ", -~- Cynt a. -~"'. .Go'udea~.'. :.Ci ty Clerk " - . ~ ,/ ~...-- Approved as to form: ~~ ~rassas, Ass~stant City Attorney 7 I I EXHBIT A 1. Date on which Promotional License Agreement is executed: 7 23 97 2. Legal name and legal status of Promoter: City of Clearwater 3. Address of Promoter: P.O. Box 4748. Clearwater. FL 33758 4. Name of shopping center: Clearwater Mall 5. Address of shopping center: Clearwater. FL 33764 20505 U.S. Hwy. 19 N.. Suite 310. 6. Description of activities to be performed by Promoter (be specific): Event to include both Parks & Recreation show and the City Expo. Show will include distribution of Parks & Recreation program information about demonstrations. displays. videos. handouts. etc. The City Expo will feature displays of city departments. 7. Hours during which Promoter shall perform its activities: DATE Event 10/25/97 Set-up 10/24/97 Teardown 10/25/97 HOURS 10 AM 4 pm After 9pm-11pm After 4 PM 8. Terms and amounts of payment to be made by Licensor to Promoter (if none, insert "None"): Amount of Payment Due Date of Payment None Total of Contracted Payments: NONE Payments to be made at address set forth in Paragraph 3 unless specified otherwise below: N/A 8 I I 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 N/A Total of Contracted Payments: none Payments to be made at address set forth in Paragraph 5 unless specified otherwisedbelow: N/A 10. Licensor's address for notices, if different from address in Paragraph 5 above: N/A 11. Promoter's address for notices, if different from address in Paragraph 3 above: N/A 9 .' Exhibit B I I CLEARWATER MALL DISPLAY GUIDELINES, RULES AND REGULATIONS The following guidelines are provided to insure a high quality, 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 Marketing 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 established Clearwater Mall operating 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 displ ays 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 hard rubber 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 prior to the event. Clearwater Mall does not supply extension cords or easels. User is responsibl e to provide safe extension cords. Onl y 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 take down. " I I 7, Should an event or display require additional security 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 merchandise. 9. Absol utel y no al terations 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 CI earwater 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. Maintenance and upkeep of the event or displ ay must be a continuous effort and is the responsibi I i ty 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 a minimum of 12 spaces out from the mall. Non- compliance will result in termination of the event or display and eviction from the mall. 15. Per the establ ished Ci ty of CI earwater zoning codes / sel f- 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 displ ay is prohibi ted. Fai 1 ure to campI y wi 11 resul t 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 quality. Hand lettering or stencil signs are not permi t ted. 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 wi thin the immediate area onl y. High vol ume 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. material must meet approval of the Clearwater Mall Department - sheets not accepted. Any boxes are to under skirted tables out of view or off premises. Skirting Marketing be stored 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 j 5. When 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. 14. No vehicles can be removed from Clearwater Mall during the show period. All questions concerning these display guidelines are to be directed to the Clearwater Mall Marketing Department located in the mall offices (813) 796-2336.