2015-21 Denise Noak
From: Doris Bloodsworth
Sent: Thursday, April 02, 2015 4.39 PM
To: Denise Noak
Subject: Red Apples Media
Following a phone conversation with Marc Robertz Schwartz and Amanda Wettstein, and at the advice of our
city attorney, I sent the email below to Mr. Robertz and Ms Wettstein They acknowledged receipt by phone
Let me know if you have any further questions
Thank you'
Doris
Doris Bloodsworth, APR
Public Information Officer
685 W Montrose St, Clermont, FL 34711
CLER1 r 1 Tel352-241-7345 I Cell 352-460-2229
dbloodsworth@clermontfl org
�� � www ClermontFL gov
Our mission To preserve and enhance the quality of life for the
Clermont community by providing exceptional services
From: Doris Bloodsworth
Sent:Tuesday, February 03, 2015 3:54 PM
To:'Marc Robertz'; mandvwettstein(Wgmail corn
Cc: Darren Gray; Dan Mantzaris
Subject: Follow up
Good afternoon
After thoughtful consideration, the City of Clermont has decided not to go forward with our agreement with your
company, Red Apples Media. We apologize for any inconvenience It was clear after our phone conversation,
in which you clarified your proposal, that there was too big a gap between what your company was offering and
what the City had anticipated and needed It is just not a good fit at this time.
Since the agreement with you was not signed and returned, we wish to rescind the offer and wish your
company the best of luck in all your endeavors We have the highest respect for both of you and your
company.
Regards,
Doris
Doris Bloodsworth, APR
Public Information Officer
685 W Montrose St,Clermont, FL 34711
CLER (8 ONT Tel 352-241-7345 I Cell 352-460-2229
1 `1 I db loodsworth(a�clermontfl orq
QioweofChJnp4ons www ClermontFL gov
1
CITY OF CLERMONT
Office of the City Clerk
January 26, 2015
Marc Schwartz, Manager
P 0 Box 490614
Leesburg, FL 34749
Dear Mr. Schwartz:
The Clermont City Council approved the attached at their regular meeting held on January 13, 2015.
Enclosed are two original agreements requiring execution Please retain one original for your records
and return one fully executed document to the City of Clermont, Office of the City Clerk, 685 W.
Montrose Street, Clermont, FL 34711. A self-addressed stamped envelope is enclosed for your
convenience.
A
Sincerely,
/r. -. / / C.__
. ..,_____„,,
Tracy Ackroyd, MMC
City Clerk
PO BOX 120219 • CLERMONT, FLORIDA 34712-0219
PHONE 352/241-7330 • FAX 352/394-2379
FACILITY USE AND LICENSE AGREEMENT
THIS AGREEMENT, entered into this /3day of 2015 by and
between the City of Clermont, hereinafter referred to as "City," and Hometown Health TV,
LLC d/b/a Red Apples Media , a Florida For-profit Limited Liability Corporation,
hereinafter referred to as "Licensee," whose address is P.O. Box 490614, Leesburg, FL
34739.
WITNESSETH:
WHEREAS, the City is the owner of a certain public facility located in Clermont,
Florida, commonly known as Clermont Arts &Recreation Center; and
WHEREAS, Licensee desires to utilize certain facilities located at Clermont Arts &
Recreation Center for the purposes hereinafter set forth; and
NOW, THEREFORE, in consideration of the covenants herein contained, it is
mutually agreed between the parties as follows:
1. Term and Termination. The term of this Agreement shall be effective for
the period of February 1, 2015 through and including January 31, 2016, whereupon it shall
terminate. Either party may terminate this Agreement for cause at any time upon written
notice to the other party. City, may, upon sixty (60) days written notice to Licensee,
terminate the Agreement for any reason. Upon termination of the Agreement for any reason,
the Licensee shall, as of the effective date of the termination, cancel or terminate all
activities occurring or to occur on the premises as described below and remove all personal
property of Licensee.
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•
2. Use of Property. The City agrees to permit Licensee to utilize the Premises
descnbed below for all lawful purposes consistent with City's operating rules, policies and
procedures for the Premises, subject to the terms and conditions set forth herein.
Throughout the term of this Agreement Licensee shall have exclusive use of the office area
adjacent to the control room as more particularly descnbed in Exhibit "A" attached hereto
and incorporated herein and on an as needed basis and subject to availability, to the control
room descnbed in Exhibit "A", hereinafter referred to as the "Premises". Licensee's access
to the Premises shall be limited to those dates and times that the City's Arts and Recreation
Center is open for normal activities. Licensee may not use any other part, room or portion of
the Arts and Recreation Center or any other City facility without separate express pnor
written consent of City. Additionally, Licensee, unless otherwise agreed to by the City in
writing, shall not house or store on the Premises any personal property belonging to
Licensee or any officer, employee, agent, invitee or guest thereof. Licensee shall be
responsible for any damage to the Premises as may be caused by Licensee's use of the
Premises and/or by the acts or inactions of Licensee's employees, agents or invitees,
reasonable wear and tear excepted.
3. Indemnification. Licensee shall defend, indemnify and hold harmless the
City from and against all claims, damages, lawsuits, liabilities, losses and expenses,
including reasonable attorney's fees and costs, arising out of or resulting from the Licensee's
use of the Premises. Such indemnification shall include all claims of Licensee's guests and
participants and any claims, damages, lawsuits, liability's, losses and expenses, including
attorney fees and costs that may result from the negligence of City. Nothing herein shall be
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construed or act as a waiver of any sovereign immunity that City may enjoy.
4. Insurance. Licensee, at its own cost and expense, provide and maintain, at
all times during the term of this Agreement policies of insurance insuring the Licensee and
the City against any and all claims, demands, actions and causes of action whatsoever for
injuries received and damage to property in connection with the use and occupation of the
Premises by Licensee. Such policies shall in an amount not less than ONE MILLION
DOLLARS ($1,000,000.00) to cover claims of any one person from any single or specific
cause and in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) to cover,
in connection with any one particular accident or occurrence, the total aggregate of claims
that may arise or to be claimed to have arisen against the City or the Licensee, as aforesaid.
All such insurance shall be evidenced by a Certificate of Insurance which must be
submitted to, and approved by, the City prior to any use by Licensee of the Premises under
this Agreement. The City shall be named as an additional insured on the insurance policy,
which shall be noted on the Certificate of Insurance and the City shall
provided rovided with a
thirty (30) day, prior written notice in the event of cancellation, non-renewal or adverse
change to such policies. Failure to comply with any insurance requirement shall cause
immediate cancellation of this Agreement. Nothing herein shall be construed or act as a
waiver of any sovereign immunity that City may enjoy.
The City shall not be liable, in any manner, for any loss or damage to any of the
Licensee's or participants' personal property whatsoever.
5. Communication/Use of City Name or Logo. Licensee shall advise City in
advance of the name and contact information for Licensee's designee for communication
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purposes between the City and the Licensee. All communication by the Licensee with the
City must be made through the Licensee's designee. Communication, information or
requests for service by Licensee must be made to the Parks and Recreation Supervisor or
his/her designee.
Licensee shall not use City's name, likeness, logo or any reasonable facsimile
thereof, for any purpose, without City's prior written consent.
6. Inspection Rights and General Right of Entry by City. The City shall
have.the unrestricted right at all times to enter on the Premises used by Licensee to inspect
the Premises to ensure Licensee's compliance with the terms and conditions contained
herein.
7. Maintenance. The City will maintain the Premises in accordance with the
City's routine maintenance policies and plans. Notwithstanding the foregoing, Licensee, at
its expense, shall be responsible for general cleaning of the Premises.
8. City's Right to Usage. The City retains the right to schedule use of the
control room, to accommodate the greater need of the Clermont community. In accordance
therewith, Licensee and City shall plan on no less than a monthly basis during the term of
the-Agreement, the use of the control room by Licensee.
9. Consideration.
In consideration for the licenseanted herein and the mutual benefits to ea
�' cha
P rtY,
Licensee and City agree as follows:
a) Licensee shall produce a monthly segment for the City of Clermont for multi-
media use. The content will be at the discretion of the City, and License shall
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provide full production services, to include, but not limited to, scripting, shooting,
producing, editing and other work load associated with producing the monthly
segment.
b) Licensee shall provide on a monthly basis, five (5) hours of video services
provided by Licensee's staff using Licensee's equipment to shoot and capture
content, as directed by the City.
c) Licensee shall promote and air the "Clermont Update" on LSTV a minimum
of ten times per week, 40+ times per month. Necessary formats and links will be
included for use by the City in additional promotion and sharing.
d) On a monthly basis, Licensee shall provide cross-promotion of the City of
Clermont content and video production in Licensee's FOCUS,Magazine to include
listing City content within the LSTV line-up page within FOCUS. Lay-out and
format will be at the discretion of the magazine editorial staff.
e) On a quarterly basis, Licensee shall pay to City 10% of any net profit
generated by Licensee from video services, catering or similar services as a result of
Licensee's relationship with the City. This revenue share shall include events and
other
production work that maybe booked as a result of Licensee's production for
the City. The'payment described herein shall be provided within fifteen days of the
expiration of the applicable quarter and shall include, in a format acceptable to City,
a financial statement showing all revenue and expenses associated with or derived
from the services contemplated herein.
f)
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g) On a monthly basis, City shall pay to Licensee EIGHT HUNDRED
DOLLARS ($800) as further consideration for the above benefits provided by
Licensee.
10. Enforcement of Use Policies. All persons entering the Premises are subject
to the policies set forth by the City.
11. Safety Requirements and Compliance with Laws. Licensee will take all
reasonable precautions for the safety of, and will provide reasonable protection to prevent
damage, Injury or loss to all property of City and persons using the Premises as authorized or
invited by Licensee. Licensee will comply with all applicable laws, ordinances, rules,
regulations, standards and lawful orders of any public authority.
12. License Only. This Agreement is a license for temporary use only and
creates no possession or ownership- interest in the Licensee, or exclusive use, of the
Premises. The term "Licensee" is used in this document merely for descriptive convenience
and in no way creates or implies any possessory interest whatsoever.
13. Signs/Banners. All signs and banners to be used by Licensee shall be
approved in advance by City and installed, erected or hung in accordance with the City's
specifications. Any unapproved signage may be immediately removed by the City
14. Improvements/Alterations. Licensee shall not make any alterations or
improvements to the Premises, or any facility thereon, without prior written approval from
the City.
15. Amendments. This Agreement may be amended only through a wntten
document executed by both parties.
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16. Assignment. This Agreement may not be assigned by Licensee.
17. Notice. All notices required to be given under this agreement shall be
deemed sufficient to each party when delivered by United States Mail to the following:
As to the City: 685 West Montrose Street
Clermont, FL 34711
Attn.: Darren Gray, City Manager
As to the Licensee: P.O. Box 490614
Leesburg, FL 34749
Attn.: Marc R. Schwartz
18. Governing Law/Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. Venue for any action
hereunder shall be exclusively in Lake County, Flonda.
19. Signatory. Each signatory below represents and warrants that he or she has
full power and is duly authorized by their respective party to enter into and perform this
Agreement. Such signatory also represents 'that he or she has fully reviewed and
understands the above conditions and intends to fully abide by the conditions and terms of
this Agreement as stated.
20. Entire Agreement. This Agreement contains the entire agreement between
the parties. No promises,representations, warranties or covenants not included herein has
been or shall be relied upon by either party. Any modifications, additions, or amendments
hereto must be in writing and signed by all parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
day of 2015.
ATTEST: CITY OF CLERMONT
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:,t.f.'t-;ipi,,,,,. , .',,i i ', r , 0 .0 BY: Ct.Z. __-'/O. r‘.,-." 7 -:.1-tL......--1 •
-..:., .',..11,-'. Tracy Ackroyd, City ' k • - ••• • - ,®mei ilitvarc.Pro- Tirr-
�,, ,� ,,�,` , DATE. I i . % ..D ,5
fin6 J .
•ktb rrrir-1'1ATTEST. Hometown Health TV, LLC
TITLE: Marc Schwartz, Manager
DATE: DATE:
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