HomeMy WebLinkAboutOviedo-Winter Springs Regional Chamber of Commerce And Devon Orlando/WSTC, LLC Temporary License Agreement - 2009 10 01 TEMPORARY LICENSE AGREEMENT
THIS TEMPORARY LICENSE AGREEMENT ( "Agreement ") is made and entered into as of
the day of October, 2009, by and between the CITY OF WINTER SPRINGS, a Florida municipal
corporation ("City"), THE GREATER OVIEDO CHAMBER OF COMMERCE, INCORPORATED.
a Florida non profit corporation d/b /a OVIEDO- WINTER SPRINGS REGIONAL CHAMBER OF
COMMERCE ("Chamber "), and DEVON ORLANDO/WSTC, LLC, a foreign limited liability company
authorized to conduct business in Florida ( "Owner ").
WITNESSETH:
WHEREAS, the City and the Chamber (collectively "Licensees "), will be conducting a special
event on October 24 and 25, 2009 in the Winter Springs Town Center known as the "Winter Springs
Festival of the Arts" ('Special Event '): and
WHEREAS, Licensees are in need of additional space in the vicinity of the Special Event in order
to provide for the proper staging and of the Special Event: and
WHEREAS, Owner owns certain unimproved real property within the City. generally located
along Blumberg Boulevard adjacent to the Winter Springs Town Center shopping center and to the location
of the Special Event, as more particularly described herein; and
WHEREAS, Owner desires to permit Licensees to use unimproved portions of said real property
for purposes of conducting certain portions of the Special Event; and
NOW, THEREFORE, in consideration of mutual covenants and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Term of License Agreement. This Agreement shall become effective on Friday, October
23, 2009 at 7:00 A.M. and shall continue in full force thereafter until Monday. October 26, 2009 at 12:00
P.M.
2. Termination of License Agreement. This Agreement shall terminate and Licensees'
rights shall automatically cease upon the expiration of the term of this Agreement as set forth in Section
1, herein.
3. Property. The real property subject to the terms and conditions of this Agreement is
limited to the unimproved portions of the property legally described as follows:
Lots 3, 5 and 6 of Winter Springs Town Center -A Replat according
to the plat thereof as recorded in Plat Book 69, pages 96, 97 and 98,
TEMPORARY LICENSE AGREEMENT
City of Winter Springs Oviedo- Winter Springs Regional Chamber of Commerce Devon Orlando/WSTC, LLC
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of the public Records of Seminole County. Florida.
(hereinafter referred to as "Property").
4. Security Deposit. No security deposit shall be required from the Licensees.
5. Use of Propertv. Licensees, and the guests and invitees of the Special Event shall be
permitted to use the Property during the term of this Agreement for activities directly and indirectly
related to the Special Event including, but not limited to. the erection of three (3) tents approximately
20' by 40' in size; staging of senior /non profit art exhibits; various passive children's art activities, and
the erection of a stage platform approximately 16' by 16' in size. Said use shall include set -up and
break -down of booths, displays, exhibits, tables, and other equipment used by Licensees during the
Special Event.
6. Restoration of Property. Upon termination of this Agreement. Licensees shall leave
the Property in substantially good condition and restore it to its condition immediately preceding this
Agreement, excepting reasonable wear and tear from the use herein permitted. Licensees shall be
responsible for pick -up and removing any litter and trash on the Property caused by Licensees and their
guests and invitees attending the Special Event. The litter and trash will be removed within forty-eight
(48) hours of the termination of this Agreement. If Licensees fail to remove the trash and litter within
said time period, Owner may, upon prior written notice to Licensees, cause the trash and litter to be
removed and Licensees will reimburse Owner the reasonable cost for said removal.
7. Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. The parties further agree that in any dispute between
them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located in Seminole
County, Florida, for state actions and Orlando, Florida, for federal actions, any objections as to
jurisdiction or venue in such courts being expressly waived.
8. Non - Waiver. No delay or failure by any party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other
right, unless otherwise expressly provided herein.
9. Non - Recordation. This Agreement will not be recorded in the public records of
Seminole County, Florida.
10. Modifications. This Agreement and any Exhibits hereto may be modified only by a
written instrument, which is executed with the same formality as this original agreement.
11. Indemnity and Hold Harmless. Each Licensee will be responsible for their own acts
and omissions under this Agreement. To the extent permitted by law and subject to Paragraph 16
herein, where applicable. Licensees also agree to indemnify and hold harmless Owner from any and all
TEMPORARY LICENSE AGREEMENT
City of Winter Springs i Oviedo - Winter Springs Regional Chamber of Commerce , Devon Orlando/WSTC, LLC
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liability which may arise or result from Licensees' and the public's use of the Property as set forth
hereunder.
12. Headings. Headings are for the convenience of the parties and are not to be construed
as part of this Agreement.
13. Severability. In the event any portion of this Agreement is deemed invalid, against
public policy, void, or otherwise unenforceable by a court of law, the remaining provisions shall be
valid and enforceable.
14. Entire Agreement. This Agreement constitutes the entire agreement between Licensees
and Owner with respect to the license specified and all previous representations relative thereto, either
written or oral, are hereby annulled and superseded.
15. Attorney's Fees. Should either party bring an action to enforce any of the terms of this
Agreement, each party shall bear their own attorneys' fees and costs.
16. Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement,
nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign
immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential
liability under state or federal law. As such, the City shall not be liable under this Agreement for
punitive damages or interest for the period before judgment. Further. the City shall not be liable for any
claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars
($ 100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims
or judgments paid by the State or its agencies and subdivisions arising out of the same incident or
occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall
survive termination of this Agreement.
17. Insurance Certificate. Each Licensee shall secure a Certificate of Coverage naming
Owner as a certificate holder whereby Owner would be covered by the Licensees' general liability
policies during the term of this Agreement. Licensees shall provide Owner with a copy of said
Certificates of Coverage prior to the Special Event.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the day first
above written.
[EXECUTION PAGE FOLLOWS]
TEMPORARY LICENSE AGREEMENT
City of Winter Springs i Oviedo - Winter Springs Regional Chamber of Commerce / Devon Orlando/WSTC, LLC
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CITY: CHAMBER:
CITY OF WINTER SPRINGS, FLORIDA, THE GREATER OVIEDO CHAMBER OF a
Florida municipal corporation. COMMERCE, INCORPORATED, d/b /a
Oviedo- ter Sprt .s r. - !'s . hambee
By:
of Commerc<.
_ By:
evin L. S ith, City Manager Paul P. Partvka, President
OWNER:
DEVON ORLANDO/WSTC, LLC,
a foreign limited liability company.
By: t/
Robert S. Talbott, President
TEMPORARY LICENSE AGREEMENT
City of Winter Springs Oviedo- Winter Springs Regional Chamber of Commerce Devon Orlando/WSTC, LLC
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BROWN, GARGANESE, WEISS & D'AGRESTA, P.A.
Attorneys at Law
Debra S. Babb- Nutcher Offices in Orlando, RECEIVED Tara L. Barrett
Joseph E. Glitch Ft. Lauderdale & Tampa Vivian P. Cocotas
Usher L. Brown' Robin Gibson Drage
Suzanne D'Agresta OCT 2 8 2009 Gregg A. Johnson
Anthony A. Garganese Katherine W. Latorre
William E. Reischmann, Jr. Y OF- W!NTER sFR.NGS Bridgette M. Miller
J.W. Taylor , mcE OF T.-4E c.Ty ct FRK Alfred Truesdell
Jeffrey S. Weiss
Gary M. Glassman
Erin J. O'Leary'
Board Certified Civil Trial Lawyer Amy J. Pitsch
'Board Certified City, County & Local Govemment Law Catherine D. Reischmann
'Board Certified Appellate Practice Of Counsel
October 27, 2009
Via U.S. Mail
Andrea Lorenzo - Luaces
City Clerk
City of Winter Springs
1126 East S.R. 434
Winter Springs, FL 32708
Re: Temporary License Agreement/City of Winter Springs ( "City "), The
Oviedo - Winter Springs Regional Chamber of Commerce and Devon
Orlando/WSTC, LLC
Dear Andrea:
Enclosed for your safekeeping is the original Temporary License Agreement
between the City, the Oviedo - Winter Springs Regional Chamber of Commerce and Devon
Oriando /VVSTC, LLC with regard to the Winter Springs Festival of the Arts.
If you have any questions, please give me a call at (407) 425 -9566.
Sincerely,
1
amie Lightfoot, Para al
jl
111 N. Orange Ave, Suite 2000 • P.O. Box 2873 • Orlando, Florida 32802 -2873
Orlando (407) 425 -9566 Fax (407) 425 -9596 • Kissimmee (321) 402 -0144 • Cocoa (866) 425 -9566 • Ft. Lauderdale (954) 670 -1979
Website: www.orlandolaw.net • Email: firm@orlandolaw.net