Kiosk Display
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LICENSE AGREEMENT
THIS AGREEMENT is made this day Julv 8. 2008 . by and between Salina Central Mall. LLC.
with an address of 5870 Fisher Road, 2nd Floor, East Syracuse, NY 13057 ("LICENSOR"), and ("LICENSEE") City of
Salina.. doing business as City of Salina _ (Trade Name) with a name and address of 300 W.
Ash. Salina. KS 67401 785-309-5765
Licensor hereby grants a revocable license (the "LICENSE") to Licensee, and Licensee hereby accepts this
revocable License from Licensor on the terms and conditions specified herein. '
LOCATION: This License shall permit Licensee access to the Shopping Center known as Central Mall (the
"Shopping Center") in space on the main level ("Premises") Unit RMU (RMU/Kiosk/Inline) as shown on the
attached plan (Exhibit A) or such other space as may be selected by Licensor pursuant to paragraph 11 of this License.
1. PREMISES: Licensee accepts the Premises in an "as-is" condition. Any alterations to the Premises must have
Licensor's prior written approval. All merchandising and visual presentations are subject to approval by Licensor.
2. TERM: The term of this License shall commence on November L 2008
"Commencement Date"), and shall expire on December 31. 2008
Date"), unless revoked earlier by Licensor as set forth in this License.
exceed 1 year.
(the
(the "Expiration
In no event shall the term of this License
3. USE: Licensee shall have access to the Premises solely for the following purpose (s) and for no other purpose(s)
whatsoever:
Display kiosk for City of Salina
4. FEES: Licensee shall pay to Licensor the following:
License Fee:
Utilities Fee:
Security Deposit:
Additional Fees:
Total
$0
$0
$0
$0
$500.00
License Classification
Payment of fees shall be made at the office of Licensor as follows:
Due Date: By the' 5thof Each
month
Amount:
$500.00
Due Date:
Due Date:
Due Date:
Amount:
Amount:
Amount:
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5. PERCENTAGE OF SALES FEE: In addition to the fees above, Licensee shall pay to Licensor ~ percent of
Licensee's sales from the Premises in excess of 0
a. SALES REPORTS: Licensee shall submit to the Shopping Center management office, within five (5) days after
each month or the expiration date, a statement setting forth Licensee sales from the Premises for the full or partial
month immediately preceding. Such statements shall be signed by Licensee or Licensee's designated
representative. Licensor shall have the right to audit these statements within one (1) year after the Expiration
Date.
b. In the event Licensee fails to pay any charges, expenses, or other fees such as, but not limited to, telephone
expenses and utilities, which are payable directly by Licensee to a third party, Licensor shall have the right, but not
the obligation, to pay such sums, and any such sum so paid by Licensor shall be immediately due and payable by
Licensee to Licensor as additional rent along with a twenty percent (20%) administration fee.
6. PAYMENT METHOD: All payments required to be made under this License must be received by Licensor in
conjunction with the specified payment schedule listed above. All payments shall be made payable to IPofA Salina
Central Mall and mailed to Boardwalk Manae:ement Co.. Inc. at 5870 Fisher Road. 2nd Floor. East Syracuse. NY
13057 and shall be in the form of certified check or money order. Personal checks will not be accepted.
7. DEFAULT: If Licensee should default in or otherwise fail to perform any of the obligations set forth in this License,
including the Shopping Center Rules and Regulations and Kiosk Criteria attached hereto as Exhibit B and Exhibit C
respectively, and fail to cure any such default or failure within 24 hours after notice, then Licensor may, in addition to
all other remedies available at law or in equity, revoke this License upon delivery of notice to Licensee. In such
event, Licensee shall immediately vacate the Premises in accordance with this License. In the event this Agreement is
terminated, Licensee shall not have the right to occupy the premises. Should Licensee do so after termination,
without the express written consent of Licensor, it is agreed that said occupancy shall constitute a trespass and that, in
addition to any other remedies available to it, Licensor shall be entitled to seek immediate injunctive relief.
a. Licensee's use and occupancy of the Premises as herein set forth are subject to all governmental approvals,
restrictions, ordinances and regulations, compliance with which shall be the sole responsibility of the Licensee.
Licensee's use and occupancy shall also be subject to Exhibit C attached hereto if Licensee will be using a kiosk-
type structure.
b. Licensee agrees to comply with the "Americans with Disabilities Act of 1990" as the same may be changed or
supplemented and Licensee also agrees to comply with any and all similar Federal, State and local laws, rules and
regulations (hereinafter "ADA"). Licensee assumes sole responsibility for compliance with the ADA within and
about Licensee's Premises and all means of ingress and egress, including all required additions, repairs, auxiliary
aids, barrier removal and/or alternative measures to barrier removal
8. INSURANCE: The Licensee agrees to maintain in full force throughout the demised term, at its own cost and
expense, one or more policies of public liability and property damage insurance which, up to the maximum liability
amounts thereof, insures the Licensee and the Licensor (and such other person(s) designated by the Licensor, having
an insurable interest) against liability for injury to person and/or property (and death) of any person or persons in or
about the Premises. The limits of liability of such insurance shall not be less than a combined single limit of Three
Million Dollars ($1,000,000.00) (per occurrence). The insurance required by this section shall be primary insurance
and the insurer shall be liable for the full amount of the loss up to and including the total limit of liability as set forth
in the declarations without the right of contribution from any other insurance coverages held by Licensor. Evidence
of this insurance must be provided to Licensor at the time of the execution of this agreement.
9. INDEMNITY: Licensee shall indemnify and hold Licensor, its partners, managing agent, agents and employees
harmless from and against all liabilities, claims, obligations, damages, penalties, costs, charges and expenses,
including reasonable attorney's fees, which may arise out of Licensee's use and occupancy of the Premises.
.
'.
... '
10. RELOCATION: Licensor may, in its sole discretion, relocate Licensee within the Shopping Center at any time
during the term of this License on 24 hours advance notice. If Licensee refuses to accept the new location, Licensor
may revoke this License upon delivering notice of termination to Licensee in which case Licensee shall immediately
vacate the Premises. Licensor agrees to refund fees paid to Licensor by Licensee on a pro-rata basis in the event of
such termination.
11. TERMINATION Licensor, in its sole discretion, may terminate this License for any reason upon giving thirty (30)
days notice to Licensee as provided for in this License. In the event of termination, Licensee shall immediately vacate
the Premises in accordance with this License.
12. ASSIGNMENT: Licensee may not assign or transfer this License nor sublease the Premises.
13. NOTICES: Any notice required to be given by Licensor to Licensee shall be delivered to the Premises and shall be
mailed, via regular mail or overnight courier, on the same day to Licensee's address set forth in this agreement. Any
notice required to be given by Licensee to Licensor shall be sent via United States mail (certified-return receipt) or by
overnight courier.
14. LIMITATION OF RIGHT OF RECOVERY AGAINST LICENSOR: Licensee agrees to look solely to the
estate and property of Licensor in the Shopping Center for the satisfaction of Licensee's remedies in the event of any
default by Licensor of the License. There shall be no personal liability on the part of Licensor or Licensor's partners,
managing agent, agents, employees or assigns.
15. COMPLETE AGREEMENT: This License contains the entire agreement between the parties hereto with respect to
the matters contained herein and it may not be changed, altered, modified, limited, terminated or extended orally or by
any agreement between the parties unless such agreement is in writing and signed by the parties hereto.
16. LAW GOVERNING: This License shall be construed in accordance with laws of the State in which the Shopping
Center is located.
IN WITNESS WHEREOF, the parties hereto have executed this License on the day and year first written
above.
LICENSEE:
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LICENSOR:
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By:
Title:
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IPofA Salina Central M
BY: IPofA Fund Mana
Its Managing
BY: BoardWalk Ma
ItsS
, President
Revised 3/26/07