LICENSE AGREEMENT TO PROVIDE VARIOUS INFLATABLE AMUSEMENTS (2)
LICENSE AGREEMENT
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THIS LICENSE AGREEMENT is entered into as of this I~ day of ,
2007, between the City of Clearwater, a municipal corporation of the State 0 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, Licensee desires to exercise certain rights and privileges upon the
Premises; and
WHEREAS, Licensor is willing to grant Licensee a license for such occupancy
and utilization, subject to the terms and conditions stipulated below (the "License"):
NOW, THEREFORE, it is mutually agreed as follows:
1. 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,
2007, and expiring on May 31, 2010, unless sooner terminated as herein
provided ("License Term") 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 relocation of
the License 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"). 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
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 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.
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 will 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.
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
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 As to Licensee
City of Clearwater Ultimate Bounce, LLC
P.O. Box 4748 clo Alfonso Rojas
Clearwater, FL 33758-4748 3300 - 11th Street N.
S1. Petersburg, FL 333704
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
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By:
Signed in the Presence of:
Dated:
Countersigned: LICENSOR:
. , ~~LEARWATER' FLORIDA
-:j~ ;: By: ~ B.~ JL
Frank V. Hibbard William B. Horne II
Mayor City Manager
Approved as to form:
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Assistant City Attorney
Attest:
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STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this ~ day of
rf\1:;v-. ,2007, by WILLIAM B. HORNE II, City Manager of the City of
Clearwate~, who is personally known to me.
~. "..~... SANDRA HARRIGER
!.'f :~~ MY COMMISSION # DO 275716
~ : i EXPIRES: January 4, 2008
"I,f.Rf.~ Bonded TtlFU Notary PUblic Underwrite,.
nnt/Type Name:
Notary Public
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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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