R93-194RESOLUTION NO. R93-/~
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING AND DIRECTING THE MAYOR AND
CITY CLERK TO EXECUTE A LICENSE AGREEMENT
BETWEEN THE CITY OF BOYNTON BEACH AND
HENRY GRIFFITTS, INC.; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Henry Griffitts, Inc., (Licensor) is the owner
of technologies, designs and procedures used to precision fit,
manufacture and market custom golf clubs, equipment and
accessories, which are marketed under various proprietary
trademarks and copyrights; and
WHEREAS, the parties to this Agreement have agreed that
Licensor shall grant a license to the City of Boynton Beach
(Licensee) to market the Licensed Produ'cts in the Territory
subject to and in accordance with the terms of the said
Agreement; and
WHEREAS, the City Commission of the City of Boynton
Beach, Florida, hereby deems it to be in the best interests of
the citizens and residents of the City to execute a License
Agreement with Henry Griffitts, Inc., to market the Licensed
Products in the Territory subject to and in accordance with
the terms of the said Agreement as attached hereto as Exhibit
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The Mayor and City Clerk are hereby
authorized to execute a License Agreement between the City of
Boynton Beach and Henry Griffitts, Inc., which Agreement is
attached hereto as Exhibit "A".
Section 2. That this Resolution shall become
effective immediately upon passage.
PASSED AND ADOPTED this ~ day of December, 1993.
CITY OF BOY/B~T~ON BEACH, FLORIDA
~ ' CO~I~.~ sioner
ATTEST:
Cit~ Clerk
(Corporate Seal)
Authsig.WP5
Lic.Agr-Golf
12/1/93
HENRY-GRIFFITTS. INC. LICENSE AGKEEMENT
THIS AOREEMENT is made bet~veen HENRY-GRIFFITTS, INC.. an Idaho corporation with its principal office located at Wes~ S45
Prairie Avenue. Coeur d'Alene. Idaho 83814, mailing address P.O. Box 1630 Hayden Lake, Idaho 8383~. and Licemee
Liceasee: City of Bovnton Beach Territory:
Address: 100 E. Bovnton Beach Blvd.
Boynton Bhach. FL 33435 License Agreement Date:
Name of Coume or Club:
Corp./Sole Prop./Offier: incorporated Amhorizad Finers:
Tel.,~ax: (OUl)
(407) 375-6090
LICENSED PRODUCTS KECEIVED BY LICENSFF
__Demo Kit (Schedule 1)
__License Agreement
Fitters Manual
Marketing -Material Kit
Training School Schodule
Complimentary Clubs
Code of Practice [Schedule 3~
Catalog of H-G Products and Supplies
Corporate Identity Book
and accessories ("Licensed Products"), which are marketed under various proprietary trademarks and copyrights. Licensor is also the owner ofth~
Yhe parties to this .a~r eemera have agreed that Licensor shall grant a license to Licensee m market the Licensed Products in the Terrkoty
subject to and accordance wi'da the terms of this Agreement
I.l "Licensed Products" shall mean (1 the "Precision Fithng Method" and know-how as coma[ned in Licensor's
manuals, guides, procedures, techniques and know-how materials of Licensor, (2) the designs for demonstration clubs and custom clubs; (3) clubs
produced, manufactured or deal~aed by Licensor, including umque customer clubs or sets all demonstration clubs and their containers; (4) Head
Professional and "Professional F~tter" traimng guides, manuals and malerials: (5) demonstration kit; (6) any improvements thereto, including Licensee
Improvements; and (?~ any related products or sermces which bear the trademarks of the Licensor.
1.2 "Licensed Trademarks" shall mean the trademarks specified in attached Schedule 1.
1.3 "Territory" shall mean the gulf club and/or driving range where filling will occur, listed above as the prnna~.
contract service area for the Licensee/Head Professional.
1.4 "Head Professional"shall mean a (GolO professional who has bean trained and selected by the Licensee as the pro
golfer at a particular golf course in the Territory.
Henry-Griffitts, /nc.
P.O. Box 1630
Hayden Lake. Idaho 83835-1630
(208) 772-8505
3. Term This Agreement ehal] commence upon the execution of this Agreement by beth parties, and subject to prior
tetm~nauon in accordance vnth paragraph 10 her~o£ shall be for an ttatial torm oftl~ee (3) yearn. Licensee shall have optinn to extend fue t~m of fu~s
Agreen~ent for additional two (2) year periods, ifLicemee is in full compliance with the terms ~ftfus Agreement by providing notice ofsueh
extensions to Licensor not less fuan si~ (6) months prior to the termination of this Agreeraem or any extension thereo£
Licensor's Obligations Licensor will provide:
4.1 Training. A program of in/t/al tralmng and support for the benefit of Licensee. the content, duration and other
reqmrements of which shall be reasonably designed to enable Licensee to market the Licensed Products. The training will include instruction on the
"precision Fitting Me " .....
thod and L~censors company po ~c~es, jomt marketmg and promottonal efforts
4.2 Licensed Products and Clubs. Licensed Product and"ltenry-Cnfffrtts Clubs" are specifically bsted in attached
Schedule 1. for use in Licensee's marketing program in the Terrlto~. Licensor will provide Licensee with new product models of the Licensed Product
for the Demo Kit, in its sole discretioP_ as an upgrade or a full replacement at no additional cost to Licensee ffmiuimum sales levels are maintained
Pr' ' 4.3 ~onfide~/al ~,_ah~ .~o!ifid. entia! and o[h. ~r information. ~now-how and technical data relating to the Licensed
qa.ac~, as is necessary.or appropnxte t! L~cem~e s actiwlms In fiVang, seddng and supporting sales of fue Licensed Products/n the Territory and
which shall come rotc Licensofs possession or control and which Licensor is free to disclose.
4.4 Inquiries. gal inquiries to Licenseethat it mayreceive from entities within fue Territory for, or arisfugout ortho
marketing of. the Licev. sed Products.
L' -- ~4.~ ~ .C~n Notices. Licemee with ~11 hnformation of any claim or other complafut by any third party against e thor
~cc~mee or Lmensor remtmg to the L~censee Improvements that a L~censee Improvements ltffdnges upon the patents, Irademarks, copyrights or other
d~s cfa third pa~W.
5 Licensee's Obl/gation~ Licensee agreesto
5.1 Fitting. Fitting must occur at an approved course or range.
5.2 Fees and Regulations. Pay any sales, use or other taxes, to obtain any consents or approvals, and to comply with
any other governmental or other requirements relating to this Agreement.
Home Office Training. Attend and successfully complete the Hemy-Griffitts fitting school within 60 days after
5.5
(c) resolve complaints or promptly make adjustments.
5.6 License Fees and Royalty Payments. To pay the License Fees and RoyalUes to Licensor fu accordance with the
terms set forth in attached Schedule 2
5.7 Exclusivi~. During the term of this Agreement and for twenty-four (24) months following its expiration or earlier
ration (except tenximafion by Licensee for breach under the terms of paragraph 10 below), not to develop, manufacture, assemble, marke~.
subliceme, sell or otherwise supply in the TenStory any produc~ or services which are ~etly compotitlve with the Licensed Products and to obtain a
similar convenant from any employee agent or officer
5.§ Refrain from Commitment~ Not in any manner ~o pledge the credit of Licensor or to recezve any money on
behalf of Licensor or to make any contracts or commihnents on behalf of Licensor or to make any wanmny or representaUon regarding the Licensed
Products. except as authorized by Licensor fu ~vriting~ and to obtain a similar covenant ~om any employee, agent or officer.
5.9 Clahns and Indenmity. Noti~ Licensor/wauediet ety (au subsequently to keep Licensor fully informed) o£any
claim or other complaint by any customer or third party against Licensee, any "Professional Ffuer". or Head Professional relating to the Licensed
products that a Licensed Product infringes upon the patents, trademark_ copyrights or other rights of a third parry. Lieemor shall indemrfify and hold
Licensee barrel.s from and ~galmt any liability, settlement for money damages approved b~ Licensor. cost or expease (including reasonable attorneys'
fees and cou~ costs ) recurred by Lieemsee as a result of sach cia/m_ -
2
8. Term~ of Marke~ng by Licensee.
8.I Outlets. Licensee shall
market the Licemed Products by means only of designated "Pro£ess~onal Filters" to Endi
8.2
T~adumar~. opp. ej provlae& tb~t Licensor shall mdemnLfy and keep indemnified and save harmless
Terms of Marketing by Licensee.
8.1 Outlets. Licensee shall
.. . ~.3 ~e~uest f°rTmnzfer- Intheevemthat: a Licensee .
~°?hgall°.n~ l~e~e~nder, that this ~greement ~s not m violation of any flor contr ·
--~' ~-c~nseeshallberespons~betoanyEnd_Us ifEndl~ - ~n '~ePmr,~m.en~.edProductswhichcomam
PERFORMANCE, COUPLE OF DEALFNG OR USAGE OF TRADE~ LiCEN~oMJRLIED WARRANTy ARISING FROM COURSE OF
10 Terminaflo~
10.2 Selected Termination Issues. Either par~y chall be enthled immediately to term/~mte [his Agreement by notice if
tl~ other party shall:
10.2.1 ComaUx a material breach of any of its obligatmns hereunder and sbail not remed;v such breach within tomy
(60/days of being required to do so by aotice, which notice shall speeffi tally describe the material breach and spee[fically refer to thLs paragraph
10.2 1
10.2.2 Be guilt~ of fraud
10.2.3 Go into liquidation except for the purpose of amalgamation or reconstmctio~
10.2.4 Ce~set~Carry~nhas~ness~rinre~ati~nt~thewh~e~rsubstantia~ythewh~e~fitsbush~ess: (a)havea
receiver appoimed, (b) enter into any composition v:ith its creditors, (c) become subject to the insolvency and bahicrup~cy laws of the United Stales, or
(d) suffer any similar action th consequence of dabt.
10.3 Rights. Termination of this A4~reement for any cause shall be mithout prejudice to any rights or liabil~ties accraed
at the date of terafinaliom
10.5 Assignment. Upon termination of th/s Agreement [except where terminated by Licensee for breach hy Licensor
under the terms of paragraph 10.2 above), L/censor may at its'option call for and Licensee shall give (for such reasonable comideration as may be
11. D~spute Resolufior~ In the event of any dispute or default arising as a restflt of this Agreeraent, the parties agree to submit
altomeysfees. ~Palm Beach County, Florida.
12. Survival of Certain Provisions. Paragraph 5. I, 5.6, 5.9, 5.12, 6, 7.1, 7.2. 8.3, 9, 10.4. and 10.5 shall remain in full force
and effect notwithstanding t erramafion of tiffs Agreement.
13 Legal Relalionsinp. T~e relationship of the par~ies is solely that of Licensor and Licensee and this Agreement is not intended
to and shall not be construed as creating any agency, jom~ venture or other relationsbap between the parties. Licensee shall hav~ no power to bind
Licensor
15. Wgiver. The fuihire by either par~ to require strict performance by [he other or any provm~on thereof shall not waive or
diminish the fight of that par~ to require stria performance of the provision thereafter not shall any sach waiver weuve or diminishe the right of the
party to require strict performance of any other provision bereof~
i6. Force Majeure.
16.1 Neither party shall be liable to the other for any loss or damage which may be suffered by [he other as a result of
force majeure cmzumstances
[7. Notices. Any notice requked or anthorized to be given hereunder may be served by telex, facsimile transtmssion_ cable or first
class airmuiI letter and shall (ualess a different address is given in writing by one party to the other by due ~otiee under this paragraph) be addressed to
[he hitendad reaipieat party at its address ftrst before wntteix and such notice shall be deemed to be served in the cause of a telex, facsimile
mmsmJssion or cable 48 hours, and in the case of a prepaid air mail letter 120 hours, after proof of dispatch or posting.
5
18. Good Faith. Both of the parties to this Agreement shall be bound by duty of good faJ-lh and fair dealing with respect to the
performance and enforcement of all provisions of tiffs Agreement_ Specifically, m any prowsion requiring the perrmSS~om consent or agre~nent shall
not be unreasonably ezithheld.
19¸
20
lerms in any way.
Govern~g Law. The terms and conditions 0f t his Agreement shali be interpreted in accordance witlte, j~t~l~.~12a3l[F j. O ~r i d ~1
IN WITNESS WHERE~OF the parties hereto have executed~j~greement t~e day and year ~ above
NOTARY PUBLIC. KOOTENAI COUNTY IDAI-IO
My Commission Expires August 15, 1999
LICENSEE:
ATTEST:
City Clerk
._ C_I_T Y_ _O..F_B_O_Y~ .T_9 N_ ~_B_E_A_C_H_, _.rF L 0 R I DA
ITS MAYOR. EDWARD HA ~RI~.I~IING
APP.//~~?/D S/i FORM:
Jar~ts A/ Ch/~F~of, Esq.
City Attorney
SCHEDULE'I
City of Boynton Beach
Licensed Trademarks:
2. "H~" (logo)
3. "Precision EiOJng"
Demonstration Kit Items:
2
Lie Board (pet~atad board to t~t club 1i¢, U.S. Patent No. 4932-662
Sample Grip Sizes
Club cart (cart on wh~]s to hold donno clubs or club transpoxtetion boxes.
A bsting of clubs in a demo set are: (such list may be subject to clmnge fi.om time to lime at sole discreuon of Licensor)
7 Degree Offset Wood
7 Degree Tour Wood
3 9 Degree Ot~et Wood
3 9 Degree Tour Wood
10 11 Degree Offset Wood
8 I1 Degree Tour Woed
3 13 Degree Offset Wood
SCHEDULE2
License Agreemem
Heary-Griffitts, ~c.
City of Boston Beach
"Royalties", Licensee Fees and Cozts
A. License Fees:
I. $5000 - payable upon execution of LICENSE AgreemenL
2. $25.00 Annual License Renewal Fee, payable on the annivema~ date of the Agreemem_
3. Ali visit costs and expeases lo any special mg or promotion requested by licensee will be paid for by Licensee
4. Let~ Hand fitting clubs ($2850.00)
B Product Costs:
Licensor agrees to sell Licensed Product to Licensee at wholesale, based upon the published wholesale price lis~ of the Licensor
C. Costs and Business l~antices:
1. Licensed Product - Licensee will pay for all cost of sh/pping Licensed Produ~ including, but not limited to. demurrage
insurance, duties and taH~ F.O.B. Haydan Lake, Idaho.
2. Sales - Licensed Product will be available to Licensee at the then published list of wholesale prices, which liras/s subject
3. Invoices - All invoices for Licensed Product purctmsed by Licensee will be billed directly to Licensee at the address indicated
on page I of this Agreeme~ Licensee shall be solely responsible for full payment of all invoice amouras ~s follows:
3.1 Torres - Net 30 days payable atier invoice date. Service fee of I and 1/2% per month will be charged on all
balances outstarding alter 30 days.
3.2
does not remain curtain.
Delinquent Accounts - Licensor reserves the fight to require C.O.D. or payme~ in advance for any account wlfich
SCHEDULE 3
City of Boynton Beach
CODE OF PRACTICE
Be a performance leader in our Territory.
Make excellence our standard.
3. Use sales promotions or discounts to customers only in conjunction with Licensofs merchandise allowance pro,ams developed
by Licensor in conJunction with Licensee.
4. Licensee wffi display notice of its author/zed License status in a publicly visible locatior~
5. Licemee shall make no false or misleading remarks about suppliers, customers, or competitors, including their products or
I 0. Quality assurance ~s a key function at our company. Every Licensee of the company ts responsible for assuring that employees.
independent contractors or subcontractors under his or her superv/smn are aware oflhe quality reqatremems, are lralned to achieve quality, and are
constantly slriving to obta~t quality,
11. All fitting shall occur at an approved golf courso or range where the complete flight of the ball can be observed.
Hern'y~, Inc.
and
Licea~see: City of Boynton Beach
prr~t~. ~h.e e~ployee will trea~ as confi~n~al any information obtained by lhe Employee concerning customers of the Company or ifs business,
? __~? m~o.r,~a~..m~ ~c o~ ~rr ~nfi ence~ customer. and ~ospecttve yustmmer .1~.r customers oders, records and cards acqu~ed or coming to the
si ~(fwar~f ltarmening, Mayo~-~
10
CiTY OF BOYNTON BEACH TREASURER'S FUND 63~s6
BOYNTON BEACH. FL. 670
12/10/93 117093 ~ $1,000o00
PAY ~,XACTLY*~*~1000DOLLA~S 00 CENTS
HEN~Y-GRIFFITTS ~ INC.
LAKE
1~:, 12/,38/9~ 1000.00
1~000,00