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EVENT LICENSE AGREEMENT - COUNTRYSIDE MALL SHOPPING CENTER (9)Tenant #t0092203 Agreement *5844766 Countryside Mall Shopping Center Event License Agreement This Event License Agreement ("License") is executed on this day of 20 , ("Effective Date") between Jones Lang LaSale Americas Inc. ("Agent"), as agent for Mark Zettl, President, Property Management, of Jones Lang LaSalle Americas, Inc. CUcensor). solely In Ms capacity as Court-appointed receiver for Countryside Mall Shopping Center, pursuant to that certain Order entered on 01/06/2021 in the Circuit Court of the Sbcth Judicial Circuit In and for Pinellas County, Florida, Case No. 20 -006103 -CI ("Order") , and City of Clearwater, Florida ("Licensee"), doing business as Clearwater Police Department ("Trade Name"). Licensee acknowledges that Agent Is executing this License solely In Its capacity as agent for Licensor and not as a partner or joint venturer with Licensor and that this License is further subject to the effect of the Order. Notice addresses for Lloesor and Licensee are as follows: By signing this document, Licensor is giving the Licensee the limited, revocable right to temporarily use and occupy certain space in the Shopping Center (an defined below). Licensee cannot transfer this right to anyone eke. This License is not a leasehold interest. 1. THE EVENT Lk:ensee may occupy the Event Location (defined below) during the Event Period (defined below) only for the purpose of Clearwater Police Department's annual National Night Out on Tuesday, October 1, 2024 from 4pm-bpm . National Night Out Is an annual community-buflding campaign that promotes police-cormnunitt+ partnerships and neighborhood camaraderie. People who attend can meet police officers and firelighters and get a took at the equipment first responders use to do their Jobs. (the "Event'). Licensee may not use the Event Location for any other purpose without Licensor's prior written approval. If Uoensee uses the Event Location for some other purpose without Liicensor's approval, or fait to abide by Licensor's operating rules, as set forth in Exhibit A hereto, Licensee is required to pay Licensor a fee of $50.00 per day for so long as Licensee continues to do so. Licersor's right to receive this fee from Licensee is in addition to any other rights or remedies Licensor may have under this License, at law or in equity. 11. EVENT LOCATION Licensee has the right to occupy the following space (the "Event Location"): T996, which Is located at Countryside Mad Shopping Center (the "Shopping Cents", the address and telephone number of which are: 27001 US Highway 19 North Ste 1039, Clearwater, FL 33761 and (727) 796-1079 -, respectively. The Event Location is shown on the attached site plan for the Shopping Center (see Exhort D). The Event Location is subject to Licensors review and approval at all times. Licensor does not auarantee any lenticular location. and may reciting that the Event Location be chanced one or more times during the Event Period. If Licensor does require that Licensee relocate, Licensor will give Licensee five (5) days prior written notice. III. EVENT PERIOD Licensee may use the Event Location from 10/01/2024 (the "Commencement Date") until 10/01/2024 (the "Expiration Date") (this entire period will be called the 'Event Period"), unless this License is terminated earlier by either party In accordance with the terms of the License. LICENSOR HAS THE RIGHT TO REVOKE OR TERMINATE THIS LICENSE AT ANY TIME FOR ANY REASON, OR NO REASON AT ALL, IMMEDIATELY UPON WRITTEN NOTICE TO LICENSEE. IV. EVEN' FEE The fees payable for this Event (collectively the "Event Fee"), due date(s), and payment information are set forth in Exhl bit A. The Event Fee and any additional charges payable to Licensor must be paid on or before the designated due dates and must be paid via electronic payment (per Exhloit E), certified check or as otherwise directed by Licensor. Payments will be considered 'made" when Licensor actually receives than. Any overdue amount from Licensee will accrue interest from the date due through the date of payment at the rate of 1.5% per month or the highest rate pem#ted by law, whichever Is less. In addition to interest, N any of Licensee's payments) hereunder are more than 10 days late, Licensee must pay Licensor a late charge equal to 5% of the amount due or 550.00, whichever is greater. Licensee's payment of interest and late charges will not prejudice Licensor's rights to pursue other remedies available under this Agreement, at law or in equity. V. EVENT ELEMENTS By the "Delivery Date" specified on Exhibit A, Licensee must deliver to Licensor all materials listed therein, which may Include, without , camera- eyadvery tiset sing tb}�, activfty nlens and sschedules,onal materials or samples bdistdbuted andlorother logos, trademarksa electronic iggnnssoeused Inconnection with Event ( iively,e�, for IJcenso/s review and approval. Ucersor will review and approve or reject in writing, in Licensor's sole discretion, al Event Elements. nsor reserves Licensor 1 of 12 i/iLicensee Address Phone Email Licensor— Notice 27001 US Highway 19 North Ste 1039, Clearwater, FL 33761 (727) -796-1079 nal Licensee — Biting City of Clearwater Offs One Clearwater Tower, 6th Floor, 600 Cleveland St, Clearwater, FL 33756 (727) 562-4040 jennifer.poirrierCmyclearwater.com Licensee — Nicene City of Clearwater Offices One Clearwater Tower, 6th Floor, 600 Cleveland St., Clearwater, FL 33756 (727) 562.4040 jennifer.poirrier©mycleaiwater.com By signing this document, Licensor is giving the Licensee the limited, revocable right to temporarily use and occupy certain space in the Shopping Center (an defined below). Licensee cannot transfer this right to anyone eke. This License is not a leasehold interest. 1. THE EVENT Lk:ensee may occupy the Event Location (defined below) during the Event Period (defined below) only for the purpose of Clearwater Police Department's annual National Night Out on Tuesday, October 1, 2024 from 4pm-bpm . National Night Out Is an annual community-buflding campaign that promotes police-cormnunitt+ partnerships and neighborhood camaraderie. People who attend can meet police officers and firelighters and get a took at the equipment first responders use to do their Jobs. (the "Event'). Licensee may not use the Event Location for any other purpose without Licensor's prior written approval. If Uoensee uses the Event Location for some other purpose without Liicensor's approval, or fait to abide by Licensor's operating rules, as set forth in Exhibit A hereto, Licensee is required to pay Licensor a fee of $50.00 per day for so long as Licensee continues to do so. Licersor's right to receive this fee from Licensee is in addition to any other rights or remedies Licensor may have under this License, at law or in equity. 11. EVENT LOCATION Licensee has the right to occupy the following space (the "Event Location"): T996, which Is located at Countryside Mad Shopping Center (the "Shopping Cents", the address and telephone number of which are: 27001 US Highway 19 North Ste 1039, Clearwater, FL 33761 and (727) 796-1079 -, respectively. The Event Location is shown on the attached site plan for the Shopping Center (see Exhort D). The Event Location is subject to Licensors review and approval at all times. Licensor does not auarantee any lenticular location. and may reciting that the Event Location be chanced one or more times during the Event Period. If Licensor does require that Licensee relocate, Licensor will give Licensee five (5) days prior written notice. III. EVENT PERIOD Licensee may use the Event Location from 10/01/2024 (the "Commencement Date") until 10/01/2024 (the "Expiration Date") (this entire period will be called the 'Event Period"), unless this License is terminated earlier by either party In accordance with the terms of the License. LICENSOR HAS THE RIGHT TO REVOKE OR TERMINATE THIS LICENSE AT ANY TIME FOR ANY REASON, OR NO REASON AT ALL, IMMEDIATELY UPON WRITTEN NOTICE TO LICENSEE. IV. EVEN' FEE The fees payable for this Event (collectively the "Event Fee"), due date(s), and payment information are set forth in Exhl bit A. The Event Fee and any additional charges payable to Licensor must be paid on or before the designated due dates and must be paid via electronic payment (per Exhloit E), certified check or as otherwise directed by Licensor. Payments will be considered 'made" when Licensor actually receives than. Any overdue amount from Licensee will accrue interest from the date due through the date of payment at the rate of 1.5% per month or the highest rate pem#ted by law, whichever Is less. In addition to interest, N any of Licensee's payments) hereunder are more than 10 days late, Licensee must pay Licensor a late charge equal to 5% of the amount due or 550.00, whichever is greater. Licensee's payment of interest and late charges will not prejudice Licensor's rights to pursue other remedies available under this Agreement, at law or in equity. V. EVENT ELEMENTS By the "Delivery Date" specified on Exhibit A, Licensee must deliver to Licensor all materials listed therein, which may Include, without , camera- eyadvery tiset sing tb}�, activfty nlens and sschedules,onal materials or samples bdistdbuted andlorother logos, trademarksa electronic iggnnssoeused Inconnection with Event ( iively,e�, for IJcenso/s review and approval. Ucersor will review and approve or reject in writing, in Licensor's sole discretion, al Event Elements. nsor reserves Licensor 1 of 12 i/iLicensee Tenant #10092203 Agreement # 5844766 the right during the Event Period to reject any or all Event Elements for any reason or no reason, and to curtail or regulate any or all Event Elements. Ucensor will provide to Licensee the services spedfled on Exhibit A In connection with the Event (the 'Services"). VI. SECURITY DEPOSIT When Uranus signs this License, Licensee must also give Licensor a security deposit of $0.00 ('Security Deposit"), as security for the performance of Licensee's obligations under this License. Licensee cannot use the Security Deposit as payment of any instalment of the Base License Fee, or to reduce any other charges that Licensee may owe Licensor. Licensor may use the Security Deposit to offset any damages, beyond normal wear and tear, to the Event Location or the Unit or may appy the Security Deposit against any License Fee or other charges Licensee owes under this License. Licensor may also use the Sectrity Deposit to reimburse others for returns of merchandise or to rectify complaints made by Licensee's customers. Licensee agrees that Ucensor can keep the Security Deposit If Licensee does not occupy the EVent Location and conduct business there pursuant to this License for the entire License Period, unless this License is terminated by Licensor prior to the Expiration Date due to reasons other than Licensee's default Even if Licensor terminates the License before the end of the Ucense Period, Licensor may still keep part or all of the Security Deposit to offset any damages to Ucensor's property or unpaid amounts due under the License. If Licensee stays for the entire Ucense Period, and makes all the payments required under this License, the Security Deposit (or what remains of it, after Licensor has deducted amounts for damages) will be refunded to Licensee. After Ucensor refunds the Security Deposit to licensee, Licensor/All have no further obligation b anyone with respect to the Security Deposit. VII. ADDITIONAL PROVISIONS The Exhibits attached hereto are a part of this License. VIII. TERMS AND CONDITIONS 1. Hours of Operation. The Event must be open for business during the hours set forth in Exhibit A. Licensee must pay Licensor $50 per hour or part of an hour (up to a maximum of $300 per day) as liquidated damages and not a penalty for the times that the Event is not open and operating, as provided In Exhlbt A. These liquidated damages are In addition to all other amounts due under this license. Licensee agree that this amount Is a reasonable estimate of the damages that Licensor would suffer if the Event Is not open during the hours set forth in Exhibit A. 2. Sales Reports/Audk. This section intentionally omitted. 3. Condition of Event Location. Licensee has inspected the Event Location and accepts It "as Is" and "where le" with no representation or warranty by Licensor as to its condition, or its suitability or fitness for the Event. Licensee understands that Licensor has no obligation to improve or repair the Event Location unless stated otherwise elsewhere In this License. At Licensee's excpenae, Licensee must maintain the Event taxation in good, dean and safe condition and make all necessary replacements and repairs. If Licensee does not ftdlll its obligations to repair and maintain the Event Location, Licensor has the right to do this for Licensee, without responsibility for any damage caused by Licensors work. Ucensor also has the right b make any emergency repairs. Licensee shall immediately reimburse Licensor for any cost Licensor Incurs In performing any maintenance or repair work, plus a 20% ad inlstradve fee. Ucensee may not make any alterations, additions or improvements to the Event Location without Licensors prior written consent. 4. Event Sat -up and Operation. Licensee must coordinate the set up and take down with the Licensor, and in accordance with the schedule set forth in Exhibit A. At Ucenso's request, Licensee wit provide an on -eke coordinator for set-up and tear -down of the activities governed by this License. The scheduling of all set up and take down is subject to Lkxnsor's absolute discretion. Licensee shall submit in advance all plans related to the location of equipment, set-up and take-down, time and dates of display. Licensee has the sole responsibilty for conducting the Event, which may include the erection and instalation of any Event Elements authorized by Ucensor, unless erection and installation are Included in the Services specified in Exhibit A. Licensee shall Instal the Event Elements and promptly repair at its sole cost and expense any damage to the Shopping Center that is caused by Licensee, any of ks contractors or other service providers, exhibitors and/or participants in the Event (each a "Contractor and colectively the "Contractors"), or their respective employees, agents, affliates or subcontractors in connection with the set-up of the Event. Licensee is required to folksy Licensors operating rules, as set forth in Exhibit A. S. No Exclusives. This License does not give Licensee any exclusive right to sell or promote any particular product or service. Other occupants of the Shopping Center may sell or promote the same products or services that Licensee does. 6. Contractors. Licensee ensee is responsible to procure any and all Contractors necessary for the Event. Licensee must provide. licensor with a list of all proposed Contractors at least five (5) business days prior to commencement of the Event. The list shall specify the names, addressee and services to be provided by each Contractor. Only Contractors that Licensor approves In writing will be permitted to enter the Event Location. Licensor will not approve of, or permit, any such Contractor to enter the Event Location, until Licensor has received from such Contractor (I) a certificate of insurance evidencing coverage required by this License, listing Licensor and Agent as an additional insured, and (11) an original of Exhibit C attached hereto, signed by en authorized representative of each Contractor, without any modification. My exception or modification to the foregoing requirements shall be at Licenson's sole and absolute discretion. Subject to Licensors approval of the Event and the Event Elements, Licensor MN provide to Licensee and each authorized Contractor access to the Evert Location during the Event Period in accordance wtth this License. Licensee and each authorized Contractor shah be allowed access to, and use of, the boding dock and paridng lot at reasonable times, as determined by Licensor, and as needed to perform its obligations under this License. 7. Tsrminatlon. Upon termination of this License for any reason, Licensee must voluntarily vacate the Event Location on the applicable termination date, leaving it Ina broom -clean condition. After such termination, no further obligations shall accrue under this License, provided that each party wli remain Dabbler obligations arising prior to the date of termination and for all obligations and duties thereafter ea specifcaly provided herein. This Ucense will terminate automatically if the Event Location Is damaged due to fire or any other event of casualty or condemnation. Licensee will have no recourse against Licensor or ks affiliates as a ras uit of any such casualty or condemnation. Upon termination of this Ucense for any reason, Licensee must vacate the Shopping Center, and Its occupancy or activity thereafter at the Shopping Center is a trespass. If Licensee does not surrender possession of the Event Location upon termination of this License, Licensor may irmnediately remove all Licensee's property from the Event Location and stor any such properly at Licensee's expense for up to 30 days. 11 Ucensee's property Is not removed by Licensee within this 30 -day period, Itis olive presumed to be abandoned. Licensor may dispose of such property in any way it may deem appropriate, without obligation or lability to Licensee or claiming licensor 2 of 12 / //\ Licensee Tenant #t0092203 Agreement # 5844786 by or through Licensee. If Licensee holds over after termination of this License, effective as of the day following termination, al charges due from Licensee hereunder will continue to accrue and will be increased by 50%. If Licensor commences an action 10 remove Licensee as a result of Licensee's failure to surrender possession, Licenses Ghee pay all costs and expenses incurred by Licensor as a result of such action, including attorneys' fees and court costs. LICENSEE HEREBY WAIVES THE RIGHT TO A TRIAL BEFORE A JURY AND THE RIGHT TO ASSERT ANY NON.COMPUL8ORY COUNTERCLAIMS IN ANY ACTION FOR EVICTION OR FOR PAYMENT OF SUMS DUE UNDER THIS UCENSE. 8. Intellectual Property Rights. Each party owns or acts as receiver for, and shag retain all right, title and interest in and to trademarks and servlce marks (colecthrely'Marks'). Neither party shall, in any way during the Event Period or thereafter, directly or indirectly do or cause to be done any act or thing contesting or In any way challenging any part of the other party's right, die and interest in such party's Marks. Licensee shall not, while this License is in effect or thereafter, use or perk the use of License's name or the name of any affiliate of Licensor, or the name, address or any picture or likeness of, or reference to, the Shopping Center In any advertising, promotional, or other materials without Liceneo?s prior written consent. Licensee agrees that Licensor may make sue, digital, video and/or photographic images or recordings of the Shopping Center which may indude the Event Elements, Ucensee's Marks and/or other materials displayed at the Shopping Center during the Event Period. Licensee agrees that Licensor shall have the right to use such Images or recordings for purposes of promoting the Shopping Center and marketing activities at the Shopping Center. Licensee represents and warrants that the production, operatlon, broadcasting, advertising and promotion of the Event and the use of the Event Elements as provided in this License MI not violate the trademark rights, copyrights, the right of privacy or publicly or constitute a libel or slander, or involve plagiarism or violate any other rights of any person or entity. 9. Insurance. Ucensee must maintain, and require its Contractors to maintain, as applicable, the insurance set forth in Exhibit B. 10. indemnity From and after the Effective Date. Licensee shall indemnify, hold harmless and, at Lice nom's option, defend Licensor. Agent, and mortgagee, if any, and any of its respective hairs, successors, assigns, principals, partners, members, shareholders, officers, agents. attorneys, servants. employees, managers. and contractors, and any fee owner or underlying lessor of the Shopping Center from and against all claims, actions, damages, liabily losses (including economic losses), costs. expenses, and liens, including without limitation reasonable attorneys' fees and expenses that Licensor incurs in connection with any lose of life, personal Injury or damage to property or business arising out of or M any way connected with the Event Location or the Unit or Licensee's operations, the condition, use, maintenance, repair or occupancy of the Event Location, or in any way arising out of Licensee's activities in the Event Location, common areas, or other portions of the Shopping Center, or the activities of Licensee's sublessees or their respective agents, employees, servants, invitees or contractors. Licensee shall not permit any lien or claim of lien to be filed against the Event Location, and in the event a lien is filed against the Event Location then Licensee shall, within live (5) days of such filing satisfy the lien or transfer the Nen to bond or other securlty, thereby clewing the lien from Licensor's title. 11. Waiver end Release. Nether Licensee nor Agent, or any of their respective agents, servants, employees or contractors, neither Licensor, nor Lkansor's management agent nor either of their respective agents, servants, employees or contractors shall be Wile for, and Licensee hereby waives and release al claims for loss of life, personal injury or damage to property or business sustained by Licensee or any person claiming through Licensee resulting from any aoddent, casualty or occurrence in or upon any part of the Shopping Center, including without imitation claire or damage resuling from; any equipment or appurtenances becoming out of repair, Licensoes failure to keep any part of the Shopping Center in repair; injury done or caused by wind, water or other natural element; any defect In or falure of plumbing, heating or air conditioning equipment, electric witng or Installation thereof, gas, water, steam pipes, stairs, porches, ratings or walks; broken glass; the backing up *any sewer or downspout; the bursting, leaidng, or running of any tank, tub, washstand, water closet, waste pipe, drain or any other pipe or tank in or about the Event Location; the escape of steam or hot water, water, stair or ice being upon or coming through the roof or any other place on or neer the Event Location; the feting of any fixture, plaster, ceiling Ile or atucco; damage to or lass by theft or otherwlse of Licensee's property of that of others; delay or cessation in the stat or conduct of Licensee's business; and acts or omissions of persons in the Event Location or other tenants or occupants of the Shopping Canter. In addition, Licensee hereby waives any and all right of recovery. claim, action or cause of action against Licensor and Agents, and their respective agents, servants, employees, iwltees and Contractors, for any fors or damage that may occur to the Event Location and any Contents therein by reason of fire, the elements or any other cause which is insured or required to be insured pursuant to this License, regardless of cause of origin. 12. Assignments Ucensee may not sell, assign, mortgage, pledge, sublicense, concession, or In any manner transfer, this License or any Interest herein, nor sublicense or license all or any part of the Event Location, by operation of law or otherwise. Any unauthorized assignment shall be null and void. 13. Default of Licensee. If (i) Licensee shall fail to pay when due the Uoense Fee, or any addhbnai fees or other charge required to be paid under this License, or (i) if Licensee shall fail to perform or comply with any other term, condition or covenant on the part of Licensee to be observed herein, then, in any such event, Licensee shall be in breach hereunder and Licensor, at is option, any time thereafter, may terminate this License by notice to Licensee and, upon service d said notice, this License and the Term hereunder ahall be terminated and Licensee shall immediately vacate the Event Location and the Property in accordance with the provisions of this License. If Licensee shall fail to vacate the Event Location and the properly at the expiration of the Tenn, whether after Licensee's breach or otherwise, Licensor may reenter the Event Location and remove Licensee and all persons, fixtures and property occupying the Event Location and Licensor shall not be liable for any damages resulting therefrom. Upon a breach by Ucensee hereunder Licensor shall also have all other rights available to it at haw or equity, including injunction, at its option, without further notice or demand of arty kind to Licensee. If Licensor shall terminate this License after breach by Ucensee, without limitation to any other right or remedy of Licensor, Licensee shaft be liable to Licensor, as Iquidated damages and not es a penalty, for a sum of money equal to the value of all Fees due hereunder for the remainder of the Ter less the fair market value of the Event Location far the remainder of the Term, taking into account, without limitation, the period of tine it would reasonably take Licensor to find a replacement Liconeee satisfactory to Licensor, in Ucenscres sole discretion, for the Event t oealon. If Licensee shag fail to comply With and perform any of Licensee's obligations herein contained, Licensor shall have the right, but not the obllgatton, to perform any such oblgatlons, and Ucensee shal pay to Uceneor an demand a sum equal to the amount expended by Licensor in the performance of such obligations plus interest at the Defeui Rate. Notwithstanding anything to the contrary in this License, any default by Licensee or any Affiate (as hereinafter defined) of Licensee as to any obligation of licensee or any of is Affiliates In favor of Licensor or Licensors Affiliates with respect to any other , lease, or agreement between Licensor (or en Affiliate of Licensor) and Licensee (or an Affiliate of Licensee) may, at Lioensor's sole and exclusive opt ' caretiute a default under this License, and Licensor will have al remedes available at law and In equity. For purposes of the foregoing, ',Mate" she . - deemed to mean, as applied to a person or entity, any other person or entity directly or indirecly controlling, controlled by, es under common co • wlh, that person or entity. 3of12 Tenant m0092203 Agreement # 5844766 14. Default and Liability of Licensor. If Licensor shall fail to perform any obigation under this License required to be performed by Licensor, Ucensor shall not be deemed to be In default hereunder nor subject to claims for damages of any kind, unless such failure shal have continued for a period of thirty (30) days after written notice thereof by Licensee or such additional time as may be required due to force majeure cinaurnstances. If Licensor shall fall to sue within the time permitted for cure herein, Licensor shall be subject to such remedies as may be available to Licensee (steed to the other prisons of this Lyse), provided Licensee shall in no event have the right of self-help to perform repairs or any other obligation of Ucensor and, further, Licensee shal have no right to withhold, set-off, or abate Fees, or to terminate this License on account of an alleged default by Licensor. Licensee hereby agrees and acknowledges that neither Licensor nor Agent, nor any of their respective directors, members, officers, employees, agents, andlor attorneys, shell have any personal lability for any obligations that may arise hereunder, and Licensee hereby acknowledges and agrees that It shall not otherwise file suit against Licensor or Agent, or take any other legal action against Licensor or Agents without first obtaining an order from a court of competent jurisdiction permitting such action. If Licensor is found by a court of law to have feted to perform its obligations in accordance with any of the provisions of this Licence, any moray judgment resulting from such failure shall be satisfied only out of Ucensor'a Interest In the Shopping Center, and Licensor and its drectors, employees, agents, members or principals, shall have no personal Iiablity hereunder. Furthermore, none of the foregoing partes shall be subject to levy, attachment, or execution, or otherwise sued to satisfy any such judgment. Licensee hereby waives any right to satisfy a judgment against Licensor except from Licensors Interest In the Shopping Center. Ucensee further acknowledges and agrees that (a) this Ucense is subject to the terns and conditions of the Order, and (b) Ucensor's obligations and lability under this License are limited by the terms of the Order. In particular, Licensee acknowledges and agrees that, pursuant to Paragraph 5(e) of the Order, Licensor's lablfy under this License is and shall be limited to the assets 01 the receivership, and neither the Ucensor nor any person or entity engaged by the Ucensor shall be personally liable for any duly authorized actions properly and Iawfuly taken pursuant to the Order. The term "Licensor", as used in this paragraph, shal mean only the Licensor or Licensors at the time In question of the fee title or interest In a ground lease of the Premises, and in the event of any transfer of such title or interest, Licensor herein named (and in case of any subsequent transfers, the then grantor) shall be relieved from and atter the date of such transfer of all habifily with respect to Ucensoes obligations thereafter to be performed. 16. Waiver. Failure by either party to require the other to perform any terms of this License will not prevent the party from haler enforchrg that term. No term of this License will be deemed watered unless waived in writing by the waiving party. If Licensor accepts a payment of any money due from Licenses oder this License, Licensor is not waiving any prior breath by Licensee of any term of this License, other than Licensee's (attire to make the particular payment that Licensor accepted. This is true whether or not Licensor knew that Licensee had breached this Ucense at the time Ucensor accepted payment from Licensee. 16. Miscellaneous. This License becomes valid and effective only when signed and delivered by both parties. This License supersedes all prior discissions, ikenses and otter agreements of the parties, oral or written, relating to the transaction represented hereby. This License may be modified only by a written instrument executed by both parties. This License shall be governed and construed in accordance with the laws of the state or commonwealth where the Shopping Center is located without regard to its cont ct of laws principles. The venue for any litigation arising from or relating to this License, or the Icense granted hereunder, shall le exclusively in a court of competent jurisdidbn in and or the county, stile, or conrnonwealth where the Shopping Center is located and Licensor and Licensee consent to the jurisdiction of such courts and waive any objections to such jurisdiction. Ucensor has no personal lability with respect to this License. If Licensor breaches this Ucense, Ucensee can look only to Licensees interest or the assets of the receivership in the Shopping Center to satisfy any claim against Licensor. Licensor may be a party to one or more agreements with a mortgagee. lerrefldery of Licensor, department store, mal occupant, or other party. This License is subject and subordinate to all the provisions in those agreements, as they may be amended from time to time. Licensee agrees to keep the terms of this Lioerse confidential, and shag not discloae them to a third party. If any provision of this License Is held by the Anal judgment of any court of competent jurisdiction to be Nagel, hnvefrd or unenforceable, the valley of the remaking porton or provisions shall not be impaired or affected, and the rights and obligations of the parties shal be construed and enforced as lithe License did not contain that pert, term or provision held b be illegal, invalid or unenforceable. Ucensee acknowledges that Jones LaSalle Americas, Inc. is executing this License in the capacity of Agent for Ucensor and notes partner or joint venturer with Licensor. 17. Notices. Notices to Ucensee may be sent by delivery in person. or by certified mail, return receipt requested, postage pre -paid, by express mail delivery service, or by electronic mail or fax with confirmation of receipt, addressed to Licensee's address(ea) sot forth in the first paragraph on page 1 of this License, or to such other address as notified In wrong by Licensee. Notices to Licensor may be sent only by delivery in person, or by certified mail, return receipt requested, postage pre -paid, or by express mail deivery service, addressed to Li censor's address(es) set forth in the first paragraph on page 1 of this License, or to ouch other address ea notified in writing by Licensor. Notice wil be deemed given as of the date of receipt, rejection or Inability to delver shown on the return receipt or similar advice of delivery or attempted delivery, or if delivered in person, the affidavit of the person making such delivery shall be conclusive proof of the delivery and the date and time of delivery. 18. No Personal Liability. Notwithstanding anything to the contrary in this License, neither Licensor nor Agent shall have any personal lability for tie payment of any amount or the performance of any obligation arising under or relating to this License. 19. Access to Event Location. Licensor reserves the right to enter upon the Event Location at all reasonable hours for the purpose of inspecting the same, or the use thereof by Licensee, or for making emergency repairs. The exercise by Licensor of any of its rights herein shall not be deemed an eviction or disturbance of Licensee's use and possession of the Event Location. 20. Costs of Litigation If Ucensor, or its agents or employees shall without fault on their part be made a party to any litigation arising out of any act or omission of Licensee, Licensee shah pay all costs and expenses, including reasonable attorneys' fees, incurred by said parties on account of said litigation. Licensee shall also reimburse Licensor for all costs and expenses incurred by said parties, Indusing reasonable attorneys' fees, in enforcing the provisions of this License. Any sums due from Licensee to Licensor, not paid when due, shall bear interest at the rate of eighteen percent (18%) per annum, or uta highest rate allowed by law, whichever is lees (the "Default Rate'). 21. Conflict. The term of this Agreement, and relalorship of the parties hereto, shat be governed in all respects by the Order (as defined below). In the event of a coact between the terms of this Agreement and the term of the Order, the Order shall control. Order shall be defined herein as that certain Circuit Court of the Sixth Judicial Circuit In and for Pinellas County, Florida entered on 01/0W2021 in Case No. 20.006103 -CI. 4of 12 Licensor Licensee Tenant #t0092203 Agreement # 5844786 IN WITNESS WHEREOF, the parties hereto have executed this License through their duly authorized officers or representatives on the day and year. LICENSOR LICENSEE By: Jones Lang LaSalle Americas Inc. By: City of Clearwater, Florida, as agent for Mark Zettl, President, Property Management, of Jones Lang LaSalle Americas, Inc„ solely in his capacity as Court-appointed er to/ • ryside Mall Shopping Center, pursue , ce n . , • s Bred on 01/06/2021 in the Circu • int• f t i:�r Ial Circuit In and for Pinellas C • , • rt • / -006103-CI, By: ' 1/ r G Title' �Q i Print Name: Date: O �, a Senior Assistant City Attorney 5of12 By: en Poirrier Print Name: Title: Date: City Manager_ .61/2-/-;a2 1 Countersig Bruce Rector Mayor A est: Rosemarie Cal City derk Tenant rit0092203 Agreement # 5844786 EXHIBIT A 1. EVENT FEE In Consideration of the rights granted to Licensee and/or services provided by Licensee under this License, Licensee shall pay to Licensor the folawing fees (collectively the 'Event Fee"): Rase Ucense and Other Fees, plw soolicebls fax listed below ere due and oevable on each date ibted b the 'Due Date' Due Date Base Fee Additional Fes Utility Fee Tax* Total Fees + Tax* 10/01/2024 0.00 0.00 0.00 Totals $0.00 $0.00 $0.00 * Tax charge Is calculated based on the tax rate in effect as of the execution date of this License. Should the tax rate change during the term of this Ucense, Licensor shall notify Licensee in writing of the change to the tax rate by the applicable taxing authority. Licensee shat be responssible for additional or reduced tax charges based on the applicable tax rate change by the taxing authority. Submission of Payments: (flee Exhibit E for Electronic Payment Information) Male certified checks payable to: Countryside Mall LLC and send them to the following address: PO Box 50184 , Los Angeles, CA 90074-0184 Ucensee Obligations: Licensee must: • Confirm required vendor Certificate of Insurance Is on file. • Make surra that all equipment and trash le removed from the property. 2. EVENT ELEMENTS, EVENT LOCATION Licensee may hold the Event within the Event Location only for the purpose of Clearwater Police Department's annual National Night Out on Tuesday, October from 4pm.8pm . National Night Out is an annual community -budding campaign that promotes po9ca- comrnunity partnerships and neighborhood camaraderie. People who attend can mast pollee officers and firefighters and get a look at the equipment first responders use to do their jobs. (the "License Use"). Licensee may not use the Event Locatbn for any other purpose without Licensors prior written approval. The Event Location Is currently located t'1 location number T995 (See Exhibit D). 3. OPERATING RULES (a) Licensee must observe and comply with all laws, ordinances, rules, regulations and code requirements applicable to the Event Location or the Event. (b) Licensee shall procure and keep in full force end effect, at Licensee's sole cost and expense, from governmental authorities having jurisdiction over the Shopping Center(s), any and all licenses, permits, bonds or other authorizations necessary to conduct the Event as contemplated under this License. Licensee must notify Licensor immediately if Licensee fate to obtain the required permits and licenses prior to commencement of the Event. A copy of any required permits or licenses shel be provided to Licensor tan (10) days pdor to commencement of the Event. The provision of such permits or licenses to Lienor is a condition precedent to any access to the Event Location. (c) Licensee must not seta or market any unlawful or counterfeit goods or services, or otherwise Infringe or confuse another party's trademarks, trade dress or other intellectual property rights. (d) Licensee must conduct the Event in a professional, that -class end tasteful manner In accordance with Ucensor'e rules and regutalons, as well as reputable business standards and practices. (a) Licensee may not keep or display any merchandise outside of the Event Location or otherwise obstruct these areas; (t) Licensee's employees and Contractors must wear appropriate professional attire at all times whfe at the Shopping Center, (g) Licensee may not penult btxispeakers, televisions, radios, flashing lights or other devices to be used in a manner so as to be heard or outside of the Event Location without Ucensoes prior written consent; 6of12 Licensor Licensee Tenant #t0092203 Agreement # 5844766 (fr) Licensee may not distribute any handbills or other advertising materiel at the Stopping Center or on automobiles parked In the parking Ids serving the Shopping Center; (I) Licensee and its Contractors may not hawk or otherwise create a nuisance in the Shopping Center. 0) Unless otherwise provided herein, food or beverage may not be consumed at the Event Location. (k) All garbage and trash must be stored in an adequate, sanitary, closed container, not visible to the public, wain the Event Location or the Shopping Center as directed by Licensor. Ucensee must dispose of such garbage and trash daily, or more frequently if required by the ctnstances. (I) No hazardous, flammable or combustible materials may be brought onto the Event Location or any other part of the Shopping Center. (m) Unless otherwise provided heroin, Licensee shall provide all necessary tables, chairs, table skirting, enclosures and signs, which shall be subject to the prior approval of the Shopping Center's Marketing Manager or General Manager. (n) Ucensee shall furnish and pay for all labor needed to set up and take down displays, if any. (o) Ucensee must furnish all display fixtures, the design, size, and quantity of which will be subject to Lloenso?e prior written approval. Oieplay fixtures rust be of professional quality, well designed and maintained, and must be gest eticaly complementary to the sunowndings in the Shopping Center. Any unapproved fodures may be removed by Shopping Center personnel, and Licensee mud pay for the cost of removal and storing any such fixtures. (p) Licensee shall furnish the Shopping Center's Marketing Manager or General Manager with emergency telephone numbers and a forwarding address for future reference. (q) Licensee must secure and be responsible for the display at the Event Location at close of business. (r) Licensee shall abide by all rules and regulations that Licensor establishes with respect to the common areas, facilities, sidewalks and tenant relations. (s) Any merchandise must be hand -carried into the Shopping Canter or, if ddlied, dolly must have wide rubber wheels only. (t) No electrical wiring will be said that would create a hazard to pedestrian traffic. Approved tape or appropriate floor covering Is mandatory to secure electrical cords and must be no less than 3' in width. (u) Absolutely nothing trey be attached to any fodure in the Shopping Center. (v) Licensee must provide a minimum clearance of fifteen (15) feet from any store front or kiosk. (w) AI items to be sold at the Shopping Center ere subject to the prior approval of the Marketing Manager or General Manager. (x) Ucensee must hire end pay for the security officers that Licenser deems necessary for the Event. Licensee must obtain Licensor's advance approval with respect to the security personnel hired, and Licensor may impose reasonable restriction including insurance or bond requirements upon such personnel. (y) Unless otherwise provided herein, Licensor will not provide tools or equipment. These are Licensee's responsibility. 7 of 12 Tenant #10082203 Agreement # 6844786 EXHIBIT B INSURANCE REQUIREMENTS Licensee must keep the following Insurance in force with companies licensed and authorized to do business In the state or commonwealth where the Shopping Center is located, during the Event Period and such other times as Licensee occupies the Event Location: (i) Commerdal General Liability Insurance on the Event Location and the business operated in or from the Event Location, including coverage against assumed or Contractual liability under this License, with minimum limits for bodily injury, property damage or personal and advertising Injury of $1,000,000 per occurrence and $2,000,000 general aggregate, except for the Events set forth below, which require such insurance as follows (if applicable, M the case of food and/or beverage being prepared and sold on-site, these limits sham be 55,000,000 par occurrence and $5,000.000 general aggregate): Type of Event Commercial meal General Liability Occurrence/Aggregate Requirement Dance $1 MMI$3MM Petting Zoo $1 MM/$3MM Vehicle Display Event $1 MM/$3MM Vehicle Driven Event $2MM/$515A Concert (ProfeaeioneUNot Community Event) $5MM/$5MM Carnival $5MM/$5MM Circe $5MM/$5MM Dunk Tank $5MM/$5MM Rods Climbing $5MM/$5MM Martial Arts or Other Sporting Event $5MM/$5MM Firearms or Weapons Show $5MM/$5MM All Other Nigh Risk Events $5MM/$5MM Workers Compensation Insurance in statutory knits for all employees and Employers Lfabiity Insurance which affords limits of not Less than 51,000,000 each coverage and policy limit; (iii) 'An Risk' property insurance, covering all of Licensee's inventory, trade fixtures, furniture, furnishings, and equipment not effaced to the Event Location, and covering el of the Improvements installed in the Event Location by or for the Licensee in an amount equal to the fun replacement cost value of an such equipment, furniture and trade fixtures, without co-insurance; and If Licensee are serving alcohol at the Event, liquor liability insurance, including coverage for bodily injury or property damage wth minimum limns of $2,000,000 per occurrence and $5,000,000 general aggregate (v) Al Contractors must keep the following insurance in force with companies licensed to do business in the state or commonwealth where the Stopping Center Is located during the Event Period and such other tines as the Contractor occupies the Shopping Center: a. Workers Compensation Insurance In statutory limits for al employees and Employers Liability Insurance which affords limns of not less than 51,000,000 each coverage and policy limit; b. Employees Liability - minimum of $500,000 each accident; 5500,000 disease, policy knit; 5500,000 disease, per employee; c. Commercial General Liability (naming Licensor and Agent as additional insureds) - 51,000,000 per occurrence Combined Single Limn; $2,000,000 aggregate (i.e., such insurance shall indude contractual liability. personal injury protection and completed operations coverage); d. Auto Liability (if deemed appropriate by Agent) - $1,000,000 minimum; e. Property Insurance coverage for tools and equipment brought onto and/or used at the Shopping Center by the contractor - an amount equal to the replacement costs of all such tools and equipment; and 1. For any Contractors that are providing armed security services for the Event, Commerciat General Liability (naming Licensor and Agent as additional insureds) which affords limits of not leas $2,000,000 per occurrence Combined Single Unit; $5,000,000 aggregate (1.e., such insurance shall include contractual Nablity, personal injury protection and completed operations coverage, and be primary and non-contributory to coverage dried by Licensor and its Agent); mr) Insurance Requirements Countryside Mall 8of12 Tenant #10092203 Agreement # 5844766 Any organization wishing to do business at Countryside Mall must provide a current Certificate of Insurance showing the following minimums: • 12 Million dollars aggregate of General Liability coverage • 11 Mellon dollars per occurrence of General Uability coverage • Statutory Worker's Compensation Insurance to comply with applicable laws of the state in which the business is operating. Additional Insured • Countryside Mall LLC • Jones Lang LaSalle Americas, Inc. • Mark Zeit!, solely in capacity as Receiver for Countryside Mall, LLC, as appointed by Order of the Circuit Court of the Sixth Judicial Circuit In and for Pinellas County, Florkia, Civil Division (Case NO. 20 -005103 -CI) • Deutsche Bank Trust Company Americas, As Trustee, For The Registered Holders Of Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C11, Commercial Mortgage Pass Through Certificates, Series 2013-C11, Acting By And Through Midland Loan Services, A Division Of PNC Bank, National Association, Acting Solely in Its Capacity As Special Servicer • U.S. Bank National Association, As Trustee, For The Registered Holders Of Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C12, Commercial Mortgage Pass -Through Certificates, Series 2013-C12, Acting By And Through Midland Loan Services, A Division Of PNC Bank, National Association, Acting Solely In Its Capacity As Special Servicer Certificate Holder Countryside Mae, LLC 06.1130758 do Jones Lang LaSalle 27001 US Hwy 19 N., Ste.1039 Clearwater, FL 33761 Menses has and will be maintaining on the date of the event the following Insurance coverages: Auto Liability, General Liability, Police Professional Liability, and Public Official Liability: Excess insurance: 15,000,000 (110,000,000 Aggregate) with Ambridge (formerly named BRITIUoyds of London) with self-insured retention of 1500,000 for the policy period 10/01/24 - 10/01/2Workers' Compensation: Statutory coverage per Occurrence with self-insured retention of 8000,000. Excess insurance via Safety National forth° policy period 10/01/23 -10/01/24. Emergency Medical Services (EMS) Medical, Professional Liability and Commerdal General Llabelty: 15,000,000 per Occurrence iiimlt/$10,000,000 Aggregate with Ambridge (formerly named BRIT/Lloyds of London) with a self-insured retention of 125,000 for the policy period 10101/24 10/01/25. Property:1100,000,000 per occurrence for the policy period 10/01/24 -10/01/25 after either. • 8100,000 self-insured retention for perils other than named storm OR • 5% self-insured retention per value per unit for named storm, with a 8100,000 minimum per occurrence and no maximum deductible. • NFIP limits for Zones A and V. • L Payee: Owners of property to the extent of their Interest In the property being leased or rented by the City of Clearwater, per the ag Additional Insured: Countryside Mae LLC; Jones Lang LaSalle Americas, Inc.; Mark Zetti, solely In capacity as Receiver for Countryside Mall, LLC, as appointed by Order of the Circuit Court of the Sbcth Judicial Circuit in and for Pinellas County, Florida, CMI Division (Case NO. 20 -008103 -CI); Deutsche Bank Trust Company Americas, As Trustee, For The Registered Holders Of Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C11, Commercial Mortgage Pass -Through Certificates, Series 2013-C11, Acting By And Through Midland Loan Services, A Division Of PNC Bank, National Assodation, Acting Solely In its Capadty As Special Servicer; U.S. Bank National Association, As Trustee, For The Registered Holders Of Morgan Stanley Bank Of America Merrill Lynch Trust 2013-C12, Commercial Mortgage Pass -Through Certificates, Series 2013-C12, Acting By And Through Midland Loan Services, A Division Of PNC Bank, National Association, Acting Solely In Its Capacity As Special Servicer Licensee shall deliver to Ucensor certificates of the Insurance required by this Exhibit B. The insurance company or companies providing the insurance required hereunder must have a Beat Rating of A-VIli or better. Licensee hereby waives all subrogation rights of Ucernee'a insurance carrier M favor of Licensor and its partners, benefkdariea, trustees, officers, employees and agents with respect to the property damage and rental loss insurance required to be carried hereunder. If Licenses breaches Its obligation lo obtain and keep in effect any insurance required by this paragraph, Licensee shall indemnify and hold Ucensor harmless against any bas that would have been covered by such insurance. The carni sates required by this paragraph will provide either that (1) 'Should any of the above described policies be cancelled before the expiation date thereof, the issuing insurer will endeavor to mail thirty (30) days' written notice to the Certificate Folder': or (11) "Should any of the above described prides be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions." Licensee's Commeittal General Liability kstrance poides shall name Licensor and its management agent (and any other parson or entity as may be requested by Licensor in wriing) as additional insureds, as their respective interests may appear, and will be primary, non-contributory and not in excess of any other coverage maintained by Licensor or any other party. 9 of 12 Tenant #t0092203 Agreement # 5844766 EXHIBIT C CONTRACTOR HOLD HARMLESS AGREEMENT The undersigned ('Contractor"), in connectlon with the to be conducted at (the "Shopping Center") on or abo and hold harnless Mark Zetti, President, Property Management, of Jones Lang receiver for Countryside Mall Shopping Center, and Jones Lang LaSalle Am companies, subsidiaries and affiliates, and their respective employees, ("Indemnified Parties") from and against any and all claims, damages reasonable attorneys' fees and cart costs arising • in co partners. affiliates. contractors, or employees (code presence of Contractor Parties at the Shoppin damage to Contractor's property while at the S Contactor: Name: Date: If a corporation By. 10 of 12 ("est') will indemnify, protect, defend aIle Americas, Inc. ("Licensor"), as Cant -appointed Inc. ("Agent'), as well as their respective agents, parent , officers, members, managers, partners and directors, , Habi6Hes end expenses, including, without limitation, with the acts or omissions of the undersigned, Its officers, agents, Parties') in connec&on with the Advertising Display and/or the waives any claim against any and all of the Indemnified Parties for any Tenant #t0092203 Agreement # 5844766 1"0111C- gt: EXHIBIT D EVENT LOCATION 4MP torr 2 I 'Tit: \..\.\\L'\ pv { d f \ d� COUN1RYSDE BOARD 11 of 12 v-{ Licensor icensee Tenant M0092203 Agreement *5844766 EXHIBIT E TENANT PORTAL PROGRAM AGREEMENT TO ELECTRONIC PAYMENT & SALES REPORTING Instructions: Please complete this Agreement to Electronic Payment and Sales Reporting exhibit in its entirety a a copy for your records. The undersigned, an behalf of City of Clearwater, Florida ("Licensee'), hereby agrees to initiate electronic Portal (`Tenant Portal') to Licensor for all sums due in accordance with the terms end conditions as set will be authorized by Licensee via payment methods available within the Tenant Portal. Licensee other than &ed ACH are used by Licensee, Licensee will be responsible to pay related transactio institutions, credit card networks, and/or payment processors, as apple. Licensee will promptly and without delay notify Licensor in writing If the authorized Tenant with a different authorized Tenant Portal user. Should Licensee be unable to access contact licensor to resolve access issues. Licensee's Inability to access the Tenant obligations to make payments to Licensor under the terms herein. In addition, licensee hereby agrees that all required reporting of Gross S reported in the Tenant Portal within the time frame required. This authorization will remain in effect until written • . f fermi delivered from the Licensee to the Licensor In such tine and in such manner so as to afford the Licensor a reasonable opportunity - . n no event shall such termination be effective as to ankles processed prior to receipt of such notice. nts via the Yardi Commercial Cafe rein. It is agreed that these payments rids that if alternative payment method(s) or processkhg fees, as determined by flrandel I User provided below should be changed or replaced I Portal far electronic payment, Licensee will Immediately Ito make electronic payments in no way limits Licensee's ormation, in accordance with the terms and conditions above, will be Authorized Tenant Portal User Authorized by: ted Name nature of Licensee Authorizing Party) (Printed Name) Nate) 12 of 12 (Email)