Contract 2018-100 ARTS AND RECREATION CENTER LICENSE AGREEMENT
THIS AGREEMENT made and entered into this 2.1 day of 5.p,.w 20 le, by and between
the CITY OF CLERMONT, whose address is 685 West Montrose Street, Clermont, Florida, a
Florida Municipal Corporation, hereinafter "CITY" and CYM Productions, hereinafter "CYM",
whose address is 614 East Hwy 50, Clermont, Florida, and upon the terms and conditions
hereinafter stated, and in consideration of the payment hereinafter stipulated and the performance
by CYM of the covenants herein contained, the parties agree as follows:
1. License of Premises
CITY does hereby grant a limited non-exclusive unto CYM, and CYM does hereby agree to the
accept upon the terms and conditions hereinafter stated, the right to use CITY's Black Box
Theatre, as more particularly described in Exhibit "A" attached hereto and incorporated herein
(hereinafter referred to as the "Premises"). By entering into this Agreement, the CITY and CYM
recognize and agree that CYM shall operate and maintain a free movie program for children and
families as preapproved by CITY and in strict accordance and compliance with the terms,
conditions specifications contained in this Agreement and any and all addendum and
amendments thereto are hereby incorporated and made a part hereof.
2. Term of License
The term of this License shall begin on July 21, 2018 and shall expire on September 29, 2018,
unless otherwise terminated hereunder
3. License Fee
A. CYM shall pay any and all fees associated with procurement, licensing, equipment,
staffing and production of family movies and additional activities associated with the
showing of family movies. These payments shall be made directly to the vendors.
The City shall provide the use of the facility at no charge.
4. Use and Care of Licensed Premises
A. The Premises shall be used by CYM for the operation and maintenance of a
family movie program. The use shall be in accordance with all applicable laws and
regulations.
B. CYM shall use and occupy the Premises in a safe and proper manner and shall
keep the Premises in a clean and safe condition.
C. CYM shall not be permitted to sell or offer any service other than those described
herein.
D. CYM shall operate the program in accordance with all applicable laws.
regulations and ordinances and shall. unless otherwise agreed in writing, maintain the
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operating hours as set forth in EXHIBIT A or as otherwise agreed to by the parties in
writing.
E. CITY shall have the exclusive right to cancel any activities.
F. Extreme care shall be taken by CYM to safeguard all existing facilities, site
amenities, etc. on or around the facility. Damage to facility shall be the responsibility of
CYM and shall be repaired and/or replaced by CYM to the satisfaction of CITY.
5. Effective Date
This License shall be in full force and effect as of July 21,2018.
6. Peaceful Occupancy by CYM
If CYM shall fully observe and perform all of the covenants and conditions of this License on its
part to be performed,the CITY hereby covenants and agrees that at all times the CYM shall have
the peaceful possession and quiet enjoyment of the Premises during the term hereof without any
manner of interference or hindrance from the CITY or any person or persons, lawfully claiming
by, through or under the CITY. CYM agrees to comply with conditions such as may reasonably
be established by the CITY to maintain the security of the Premises and assets belonging to both
the CITY and CYM.
7. Payment of Taxes
CYM agrees that CYM will, during the term of this License, pay all taxes levied by any
governmental taxing authority on machinery or equipment used by CYM on the Premises and
any sales or use tax levied or assessed against CYM by any governmental taxing authority in
connection with CYM's use and occupancy of the Premises, provided however, that the CITY
shall reasonably cooperate to assist CYM in minimizing such taxes.
8 Insurance—Provided by CYM
A. CYM covenants and agrees to provide and maintain, at all times during the term of this
License, policies of insurance insuring CYM and 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, occupation, management and control of the Premises and the
improvements thereon. Such policies of insurance shall insure CITY and CYM in an amount not
less than ONE MILLION DOLLARS ($1,000,000) to cover claims of any one person from any
single or specific cause that may arise or to be claimed to have arisen against CITY or CYM, as
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aforesaid. No thing herein shall be construed as a waiver, either in whole or in part of CITY's
right of sovereign immunity as provided by Section 768.28, Florida Statutes, or its successor.
B. Certificates of the insurance shall be delivered to CITY as evidence of the
compliance by CYM with the terms and provisions contained herein. Each of the said
insurance policies shall be issued by a company or companies authorized to do business
in the State of Florida and have an A.M. Best Company Rating of"A" or better and a
Financial Size Category of"VII" or better or as otherwise approved by CITY. Should
CYM fail to maintain such insurance in force, the CITY may, but shall not be obligated
to, procure the same and advance funds for the payment of the cost thereof for and on
behalf of CYM and all such payments shall be considered as rent immediately due, upon
written demand therefore and shall be included in any lien for rent due and unpaid.
C. If during the period which an insurance company is providing the coverage
required by this License, an insurance company shall: 1) lose its Certificate of Authority,
2) no longer satisfy the minimum requirements for operating in Florida, or 3) fail to
maintain the Best Rating and Financial Size Category, CYM shall, as soon as CYM has
knowledge of any such circumstance, promptly notify the CITY and promptly replace the
insurance coverage provided by the insurance company with a different insurer meeting
the requirements of this License. Unless CYM replaces the unacceptable insurer with an
insurer that satisfies the requirements of the above, within fifteen (15) days after
receiving actual notice of the shortcomings concerning the unacceptable insurer, CYM
shall be deemed in default of this License.
D. The CITY may review the aforementioned liability coverage at any applicable
renewal period to verify the average market or industry standard for liability insurance
related to the operation of a concession facility to see if there is sufficient liability
coverage. If the CITY, after review of the surveys, acting reasonably, deems the liability
coverage is inadequate, CYM shall supply the coverage CITY, acting reasonably, deems
to be adequate at that period in time. At no time shall liability coverage ever decrease
below what is stipulated in the preceding paragraphs.
9. Rules—Compliance by CYM
The CYM shall, in all material respects, promptly execute and comply with, at its sole expense,
all present and future statutes, ordinances, rules, orders, regulations and requirements of the
federal, county, city and state governments and of any and all their departments and bureaus,
which may be applicable to the Premises or CYM's use thereof.
10. Hold Harmless
A. CYM covenants and agrees that CYM will indemnify and save harmless the
CITY from and against any and all liability, liens, claims, demands, damages, expenses,
fees, fines,penalties, suits, proceedings, actions and causes of action of any kind, whether
actual or alleged, arising from or related to, the use, occupation , management or control
by CYM of the Premises and the improvements thereon, or which result from any actual
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or alleged breach, violation or nonperformance of any covenant, condition or agreement
herein contained on the part of the CYM except for claims based on the willful or
negligent acts or inactions of CITY. To include, but not specifically limited to, any
claim, demand, or damages related to any personal injury or property damage resulting
either directly or indirectly from the use or rental of any equipment of any kind by CYM.
The CYM covenants and agrees that the CYM will, at the CYM's expense, defend any
and all such actions, suits or proceedings which may be brought against the CITY or in
which the CITY may be named as a party with others in any such action or proceedings,
at all levels, including appeal, to which the CITY may be a party. In the event of joint
negligence on the part of the CITY and CYM, any loss and costs shall be apportioned in
accordance with the provisions of Section 768.31, Florida Statutes, the Uniform
Contribution Among Tortfeasors Act, as it exists on the effective date of this License,
subject to the recovery limits set forth in Section 768.28, Florida Statutes.
B. In the Event the CYM fails to perform under the provisions of this Section, within
ten (10) days after due notice, the CITY may at its option, take whatever reasonable
action the CITY reasonably deems necessary to cure the CYM's failure to perform, and
the CYM agrees to pay the CITY for all damages, costs, fees, expenses, judgments,
charges and reasonable attorneys' fees incurred by the CITY in exercising it rights under
this License.
11. Default
The following events shall constitute defaults hereunder by CYM:
A. Monetary Default. Failure to pay any amount or other charges required under the
provisions of this License promptly when due.
B. Non-Monetary Default. Failure to fully and promptly perform and comply with
each and every term, provision, covenant and condition of this License except for a
Monetary Default as defined above.
C. An Event of Default shall have occurred in the event of a Monetary Default by
CYM and, unless otherwise provided herein, the continuance of such default for a period
of fifteen (15) days after receipt of written notice thereof, or in the event of a Non-
Monetary Default and the continuation of such Default for a period of thirty (30) days
after written notice thereof, the CITY may, at the CITY's option and sole discretion, and
in addition to any other remedy or right given hereunder or by law, without further
demand or notice, terminate this License on the date specified in said notice and retake
possession of the Premises,including all improvements thereon.
D. The remedies set forth above, shall be deemed to be cumulative, and shall not
preclude the CITY from enforcing any other remedy or right provided to the CITY
hereunder or by law. In all events, the CYM shall remain liable for the payment of any
and all sums due under this License until paid in full, including, without limitation, all
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rents, all expenses for physical damage, reasonable attorneys' fees, and all costs incurred
in enforcing any remedy set forth herein or provided by law or otherwise.
E. Receipt and acceptance by CITY of payments or charges owing by CYM shall not
constitute or be deemed to be a waiver by CITY of CITY's rights and remedies
hereunder, nor a cure of CYM's default unless (i) the amounts received are in strict
compliance with amounts due to CITY and represent the full amount required; and (ii)
CYM is not otherwise subject to an Event of Default under any of the remaining
obligations and requirements imposed upon CYM by this License.
12. Termination Without Cause
Notwithstanding the above, CITY shall have the right to terminate this License without cause, at
any time and for any reason upon giving CYM thirty(30) days written notice. The termination
shall be effective as of the date set forth in the termination notice.
13. Force Majeure
Whenever any non-monetary performance is required of CYM hereunder, then CYM will be
permitted to effect such performance within the time period provided therefore in this License, or
if, for reasons beyond CYM's reasonable control (including, without limitation, acts of God,
declared or undeclared war, the existence of injunctions or requirements for obtaining licenses,
permits or other compliance with applicable laws,rules and regulations), such performance is not
reasonably possible within such time periods, then the time for such performance shall be
extended until removal of such reasons beyond CYM's reasonable control, provided that CYM
commences such performance (or cure) as soon as reasonably possible and diligently pursues
such performance or cure.
14. Rights and Waiver of Covenants
The rights of the CITY and CYM under this License shall be cumulative and nonexclusive as to
those provided by statute. No consent or waiver by the CITY or CYM to or of any breach of any
covenant, condition or duty of the other shall be construed as a consent to or waiver of any other
breach of the same or any other covenant, condition or duty. No such consent or waiver shall be
valid unless in writing, signed by the CITY or CYM, as the case may be, and no such consent or
waiver shall be implied by the failure of the CITY or CYM to declare a forfeiture or for any
other reason.
15. Assignment of Rights
CYM may not assign, transfer, mortgage, pledge, hypothecate or encumber the rights granted
herein,or an interest therein, without the prior written consent of the CITY.
16. Surrender of Premises Upon Termination
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Except as may otherwise be provided herein, the CYM covenants and agrees that upon the
termination of this License, whether by lapse of time or otherwise, it will, at once, peaceably and
quietly, vacate, surrender and deliver up to the CITY,the Premises.
17. Time
It is covenanted and agreed between the parties hereto that time is of the essence in this License
and this provision shall apply to all terms and conditions contained herein.
18. Validity, Performance and Enforcement
The laws of the State of Florida shall govern the validity, performance and enforcement of this
License. Venue for any action hereunder shall be Lake County, Florida. The invalidity or
unenforceability of any provision of this License shall not meet or impair any other provision.
19. Mutual Covenants
Except as hereinbefore or otherwise specifically provided, the covenants, agreements, conditions,
obligations and provisions herein contained shall extend to, bind and inure to the benefit of the
parties hereto and their respective personal representatives, heirs, successors and assigns, and
wherever either the word "CITY" or "CYM" is used in this License, it shall be deemed to mean
"CITYs" or "CYMs", respectively, wherever the context permits or requires, and when the
singular and/or neuter pronouns are used herein, the same shall be construed as including all
persons and corporations designated respectively as CITY or CYM in the heading of this
instrument wherever the context requires.
20. No Partnership
CITY does not, in any way or for any purpose, become a partner of CYM in the conduct of
CYM's business or otherwise,or a joint venture, or member of a joint enterprise with CYM.
21. Liability of CITY
CITY shall not be responsible in any manner for any loss of or damage to the Premises, or injury
to persons resulting from or occurring by reason of any future condition, detect, matter, thing,
action or inaction, or for the acts, omissions or negligence of other persons or CYM in or about
the Premises, unless said injury or loss results from the acts, omissions or negligence of CITY.
Nothing herein shall be construed as a waiver, either in whole or in part of CITY's right of
sovereign immunity as provided by Section 768.2 8, Florida Statutes,or its successor.
22. Dispute Mediation
Any dispute arising out of this License shall be submitted to non-binding mediation by a duly
qualified and certified mediator practicing in the Fifth Judicial Circuit of Florida, and no action
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at law or in equity shall be filed in any state or federal court by either party hereto against the
other until such time as the mediator has declared an impasse.
23. Miscellaneous
A. Records. It is expressly understood and acknowledged by CYM that any records related
to the operation or maintenance of the Premises may be considered public records
pursuant to Florida Law. CYM covenants that it will comply with all applicable aspects
of Florida's Public Records Act.
B. CYM Employee Conduct. CYM personnel shall conduct their actions and
business while on the Premises in accordance with all applicable laws, regulations and
policies established by CYM for its employees.
C. Written Notice. Written notice shall be given to the Parties at the following
addresses or such other place or other person, as each Party shall designate by similar
notice.
D. Background Checks. It shall be the responsibility of CYM to hire and employ
staff to assist in the duties of the Agreement. These employees or independent
contractors, shall not be deemed employees or agents of CITY. CYM shall be solely
responsible for compensating staff. CYM shall provide the CITY with a complete list of
personnel, including a full name, address, telephone number, social security number,
copy of Driver's License and shall undergo a criminal background check conducted by
the CITY for each individual employee a minimum of three (3) weeks prior to the
program's start date of hire at the sole expense of CYM. Should CYM use personnel
who possess a current Level 2 Background Screening completed within one (1) year of
the start date of the program, that documentation may be provided to the CITY is lieu of
the CITY performing a background check. This information shall be kept current
throughout the term of the Agreement including replacement employees.
E. Mechanical Failure. Should the CITY cancel CYM programs due to mechanical
failures, the CITY shall permit CYM to reschedule those movies at no charge based upon
CITY availability.
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F. Entire Agreement/Severability. This License constitutes the entire agreement
between the Parties with respect to the subject matter contained herein and may not be
amended, modified or rescinded, unless otherwise provided in this License, except in
writing and signed by all parties hereto. Should any provision of this License be declared
to be invalid by any act of law or court or administrative determination, the remaining
provisions of this License shall remain in full force and effect unless such provision
which is found to be invalid substantially alters the benefits of this License for either
Party.
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IN WITNESS WHEREOF, the Parties hereto have caused this License to be executed by their
duly authorized officers, and copies delivered to each Party, as of the day and year first above
stated.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates noted
below.
CYM CITY OF CLERMONT, FL
A Florida Mui pal C. .oration
&PO
By: By:
Darr A'a 8 ity Manager
Date: 2-2- / / Date: (773 U
As to CYM:
CYM Productions
Scott Chevalier
614 E. Hwy 50 #391
Clermont, FL 34711
As to the CITY:
Darren Gray, City Manager
City of Clermont
685 West Montrose Street
Clermont, Florida 34711
With Copy to:
Daniel F. Mantzaris, City Attorney
deBeaubien, Knight, Simmons, Mantzaris and Neal, LLP
332 N. Magnolia Avenue
Orlando, FL 32802-0087
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EXHIBIT A
• CYM shall provide a free family movie program on the following dates: July 21, 2018,
August 18, 2018, September 29, 2018 at a time mutually agreed upon.
• CYM shall work with the City to develop a ticketing solution to ensure that capacity is
not exceeded.
• The City shall provide the use of the Black Box Theatre at no cost.
• CYM shall furnish all additional equipment, staffing and labor required to show each
movie.
• CYM shall provide to the City verification that appropriate licenses have been secured
for each movie.
• The City will assist CYM with the production of a marketing piece for the family movie.
All graphics and information must be provided to the City within the time frame
requested. The City shall place marketing pieces within the Arts and Recreation Center,
place on the City's website, Facebook page, send out general press release and include in
monthly calendar. The City shall have final approval on all marketing pieces prior to
their distribution.
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AMENDMENT TO ARTS AND RECREATION CENTER LICENSE AGREEMENT
This AMENDMENT to the Arts and Recreation Center License Agreement
between CITY OF CLERMONT hereinafter "CITY" and CYM PRODUCTIONS,
hereinafter, "CYM", is entered into as follows:
• • The CITY shall add provide space for additional family movie programs to occur
on the following dates:
o October 21,2018
o November 17, 2018
o December 16, 2018
In all other respects, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this License to be executed by their
duly authorized officers, and copies delivered to each Party, as of the day and year first above
stated.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the dates noted
below.
CYM CITY OF CLERMONT, FL
A Florida Municipal Corporation
Darren Gray,City Manager
By i By:
Date: ? /7 / fr7 Date: 316118
I5
As to CYM:
CYM Productions
Scott Chevalier
614 E. Hwy 50#391
Clermont,FL 34711
As to the CITY: 1
Darren Gray,City Manager
City of Clermont
685 West Montrose Street
Clermont, Florida 34711
With Copy to:
Daniel F. Mantzaris, City Attorney
deBeaubien,Knight, Simmons,Mantzaris and Neal,LLP
332 N. Magnolia Avenue
Orlando,FL 32802-0087