LICENSE AGREEMENT TO PROVIDE VARIOUS INFLATABLE AMUSEMENTS (3)
LICENSE AGREEMENT
,
THIS LICENSE AGREEMENT is entered into as of this day of. ft?mu
2010, between the City of Clearwater, a municipal corporation of the State of Florida,
whose mailing address is P.O. Box 4748, Clearwater, Florida 33758-4748 ("Licensor")
and Ultimate Bounce, LLC, whose mailing address is 3300 - 11 Street N., St.
Petersburg, Florida 33704 ("Licensee").
WHEREAS, Licensor is the owner of the real property more particularly
described in Exhibit "A", attached hereto and made a part hereof, located in Pinellas
County, Florida hereinafter referred to as ("Premises"); and,
WHEREAS, The Licensee has successfully exercised certain license rights and
privileges upon the Premises for the past three (3) years; and
WHEREAS, Licensor is willing to grant Licensee a license for continued
occupancy and utilization of the Premises, subject to the terms and conditions stipulated
herein (the "License"):
NOW, THEREFORE, it is mutually agreed as follows:
Licensor hereby grants to Licensee the License to occupy and use the Premises,
subject to all of the terms and conditions herein set forth, commencing on June 1,
2010, and expiring on May 31,2013 ("License Term"), unless sooner terminated
as herein provided, for the purpose of installing an inflatable bounce house, dry
slide, wet slide and other inflatable concessions ("Concessions") as more
particularly described in Exhibit "B", attached hereto and made a part hereof.
Licensee acknowledges and agrees that License is non-exclusive. Licensee's
Concessions shall be located within the License area in conjunction with other
Licensees as such Licensee's Concessions are located as of the inception of this
Agreement. Licensor reserves the right to request immediate relocation of the
License Premises, and as such, Concessions, at its discretion.
2. That for and in consideration of the foregoing License, Licensee shall pay
Licensor a commission equivalent to twenty-five percent (25%) of the gross
revenue proceeds generated during the License Term ("Commission"), with a
guaranteed minimum payment of no less than $40,000 per year for each year of
the License Term ("Guaranteed Minimum License Fee"). Failure by the Licensee
to pay the Licensor the minimum Forty Thousand Dollars ($40,000) by the end of
each year of the License Term shall be deemed as a material default of this
Agreement and the Licensor may, at its discretion, terminate the License
immediately. For purposes of this Agreement, "Gross Revenue Proceeds" shall
mean the total of all amounts charged to customers for entry to the concessions.
Specifically, all amounts charged for numbered tickets, coupons or other type of
invoices ("Tickets"), less any applicable taxes, regardless of whether said Tickets
are redeemed. Commission shall be paid bi-weekly, first payment to be paid 14
days after the Licensee's first day of operation, and once every two weeks
thereafter. If all amounts due to Licensor are not paid as indicated, Licensee will
be considered in default hereunder and Licensor retains the right to terminate
this Agreement immediately and require vacation of the Premises immediately,
but in no event later than 24 hours from receipt of notification of such default.
3. Licensee shall pay all costs resulting from and associated with the installation
and operation of electrical service for operation of the concessions.
4. The Licensee agrees that persons employed by Licensee for purposes related to
the installation, operation or other purposes under this License are not
employees of the Licensor for any purpose whatsoever, including unemployment
tax, social security contributions, income tax withholding or workers
compensation, whether state or federal. Licensee agrees to pay and be solely
responsible for all applicable taxes, both state and federal, in connection with the
amount paid by Licensee to Licensor.
5. Licensee duties and responsibilities pursuant to this Agreement are as follows:
(a) Licensee shall provide various inflatable amusements, such as: a
water inflatable slide, a dry inflatable Slide and a Bounce House each
manufactured out of 18 gauge fire-retardant vinyl, double-stitched
seams, and other safety features in accordance with acceptable
industry standards.
(b) Licensee shall setup the site, including securely anchoring the
concessions, fencing off the area, and setting up an area for ticket
sales.
(c) Licensee shall operate in or on the Premises, as designated by
Licensor. Hours of operation shall be daily (seven days a week) no
earlier than 9:00 a.m. until no later than 10:30 p.m., except during
inclement weather. The City reserves the right to shut down the
operation of the concessions if, in its sole discretion, it is in the best
interest of the City, or to protect the safety and welfare of the public.
(d) Licensee will ensure that the concessions are a temporary structure
that can be broken down in 2 days if needed.
(e) Licensee will ensure that the concessions are run and operated by
properly trained employees, all of whom are uniformed in matching
company tee shirts and shorts.
(f) Licensee specifies that each employee have specific duties, which
include technical, safety, and operational support to ensure that the
operation runs safely and efficiently, and that Licensee has provided
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any necessary and appropriate training for its employees to carry out
the operation in a safe manner.
6. Licensee agrees to provide comprehensive general liability coverage for the
activities identified under this agreement on an "occurrence" basis in an amount
of not less than One Million Dollars ($1,000,000.00) combined single limit bodily
injury liability and property damage liability with a minimum One Million Dollar
($1,000,000.00) aggregate limit. The Certificate of Insurance shall show the City
of Clearwater as an Additional Insured. The certificate must be provided to City
of Clearwater prior to operation. Licensee agrees to provide a copy of the
insurance policy to the City upon written request for same.
7. Licensee shall protect, defend, indemnify, save and hold harmless Licensor
against and from any and all claims, including copyright/trademark infringement
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 damages 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.
8. Licensee shall at its sole cost and expense (a) maintain the Premises in a safe,
clean and proper manner; (b) secure any and all licenses or permits required by
any governmental agency or authority with respect to Licensee's operation of the
concessions, occupancy and use of the Premises, including any and all rights or
licenses required under applicable copyright or trademark law; (c) secure and be
responsible for the security of the concessions at close of business each day and
during hours of non-operation; (d) not make or permit to be made any alterations,
additions or improvements in the Premises without the prior written consent of
Licensor; (e) 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. All
signs used at the Premises shall be subject to Licensor's prior approval.
9. This License is personal to Licensee. It is not assignable, and any attempt to
assign this License shall immediately terminate the License privileges granted to
Licensee hereunder. In addition, Licensee shall not sell, mortgage, pledge or in
any manner transfer this License Agreement or any interest therein, nor sublet all
of any part of the Premises or license considerations therein. Licensee shall
notify Licensor of any name change made in accordance with applicable law.
10. Licensor may terminate this License Agreement immediately, at will, in Licensor's
sole discretion, with or without cause. This License Agreement may also be
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terminated at any time upon the mutual written agreement of Licensor and
Licensee.
11. 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.
12. All notices to either party must be sent by U.S. Mail to the address below:
As to Licensor
City of Clearwater
P.O. Box 4748
Clearwater, FL 33758-4748
As to Licensee
Ultimate Bounce, LLC
c/o Alfonso Rojas
3300- 11 th Street N.
St. Petersburg, FL 33704
Miscellaneous Provisions
13. The provisions of this License shall be binding upon and inure to the benefit of
the heirs, personal representatives, successors and assigns of the parties, as
permitted herein. Any provision hereof which imposes upon Licensor or
Licensee, any obligation after termination or expiration of this License
Agreement, shall survive termination or expiration hereof and be binding upon
Licensor or Licensee.
14. Licensee agrees to comply with all local, state, and federal statutes and
ordinances, and is responsible for obtaining all necessary state and local permits
prior to setting up and operating the concessions.
15. All advertising or related communications pertaining to Licensor must be pre-
approved in writing by the Licensor.
16. Licensor shall have the right to enter upon the Premises at all times. Licensor
shall not unduly interfere with Licensee's business.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
LICENSEE:
ULTIMATE BOUNCE, LLC
Signed in the Presence of:
Dated:
By.
o Roja
M na r
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Countersigned:
Frank V. Hibbard
Mayor
Approved as to form:
Ul
Laura Lipowski Mahony
Assistant City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
LICENSOR:
CITY OF CL ARWATER, FLORIDA
By: J?
William B. Horne II
City Manager
Attest:
CVAthia E. Goudeau
Ci Clerk
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The foregoing instrument was acknowledged before me this 10:x' day of
(r-\ , 2010, by WILLIAM B. HORNE II, City Manager of the City of
Clearwater, ho is personally known to me.
Print/Type Name: SANDRA HARRIGBR
Notary Public MV COMMISSION # D073 6291
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Exhibit A
City of Clearwater
SPECIAL EVENTS BEACH VENUE #2: North Of Pier 60
(Approximately 200'x 250'= 50,000 sf or 1.1 acre)
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