Contract 2021-082A#2021-082-A
POLE ATTACHMENT LICENSE AGREEMENT BETWEEN
CITY OF CLERMONT AND CLERMONT DOWNTOWN PARTNERSHIP, INC.
This License Agreement (" Agreement ") is between the City of Clermont, a Florida
Municipal Corporation, ("City") and the Clermont Downtown Partnership, Inc., a Florida Not -For -
Profit Corporation, whose address is 692 W. Montrose Street, Clermont, FL 34711, (Licensee).
WHEREAS, Licensee is a not -for -profit entity whose main purpose is to support Clermont
downtown business entities and promote the overall economic development of the downtown area;
and
WHEREAS, City's owns and maintains several light poles located within the City and
specifically the downtown area; and
WHEREAS, City is willing to grant Licensee a revocable, non-exclusive licenses to use
certain light poles on the strict terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, City and Licensee do hereby mutually covenant and agree as follows:
Section 1. Grant of License. Subject to the provisions of this License Agreement, and as
may be amended from time to time, City hereby grants Licensee a revocable, nonexclusive license
authorizing Licensee to have installed attachments to City's light poles as more particular
described in Exhibit "A" attached hereto and incorporated herein. For purposes herein, the poles
authorized for use by Licensee shall be referred to as "Authorized Poles". It is expressly
understood by Licensee that the installation of any attachment to any pole that is not an Authorized
Pole is specifically prohibited and shall be deemed a material breach of this License Agreement.
Furthermore any and all banners or materials, including required brackets, that Licensee is
authorized to have installed hereunder, shall be subject to City's prior approval, which shall not be
unreasonably withheld, and at the sole expense of Licensee.
Section 2. Term. This Agreement commences on the Effective Date and continue in effect
for an initial term of three (3) years unless terminated s provided herein. Following the expiration
of the initial term, this Agreement shall automatically renew for successive one-year terms until
such time that this Agreement is terminated. Either Party may terminate this License Agreement
immediately with cause or at any time without cause upon one hundred and eighty (180) days
written notice of termination. Expiration or termination of Licensee's privileges under this
Agreement shall not relieve Licensee of any obligation, whether indemnity or otherwise, which
has accrued prior to such expiration or termination.
Section 3. Existing Facilities Only. City is under no obligation to add, build, keep, maintain,
or replace Poles or any other facilities for the use or convenience of Licensee. All maintenance,
replacement, removal, relocation, or addition of Poles and facilities shall remain within the sole
province and discretion of City.
Section 4. City Riehts-of-WaN s. Nothing in this Agreement shall be construed to grant
Licensee any right or authorization to use or occupy the public sidewalks, streets or rights -of -way
of the City of Clermont.
Section 5. No Property Rights in Poles. All Authorized Poles shall remain the property of
City and no payment made by Licensee shall create or vest in Licensee any ownership right, title,
or interest in any Authorized Pole, but Licensee's interest shall remain a bare license. The existence
of such a license shall not in any way alter or affect City's right to use, change, operate, maintain,
or remove its Poles, subject to the terms and conditions hereof.
Section 6. License not Exclusive. Licensee acknowledges that City may enter into in the
future, similar or other agreements concerning the use of Authorized Poles by third parties.
Furthermore, that City shall have the property right to use the Authorized Poles at any time for
City's approved seasonal activities. In such event, City shall provide Licensee such reasonable
notice as may be applicable under the circumstances and shall thereafter remove any and all
banners or other materials of Licensee attached or affixed to the Authorized Poles. Unless this
agreement has been terminated as provided herein, City shall reinstall the Licensees' banners or
other materials as soon as reasonably practical after the conclusion of City's seasonal activity. In
further consideration of the rights granted therein, Licensee specifically agrees to hold City
harmless from and waives any rights it may have, to recover damages from City related to the
damage or loss of any of Licensee's banners or materials that may occur during the removal and,
if applicable, reinstallation process.
Section 7. Installation and Removal. City shall install at its expense all banners and
materials as requested by Licensee, subject to City's final approval. As partial compensation for
the City's expense hereunder, License shall reimburse City the amount of ONE THOUSAND
DOLLARS ($1,000) which shall be paid annually in two equal installment payments the first being
paid as of the date that the first banner is installed by City and then every six months thereafter for
as long as this License Agreement is in effect.
Section 8. Maintenance of Banners and Other Materials. In no event shall City be
responsible for maintenance of any kind with regard to the banners and other materials licensed
hereunder. Furthermore, Licensee expressly agrees and acknowledges that the City shall have the
right to remove at any time any banner or other material that is worn, weathered, torn, stained,
damaged or in disrepair without prior notice to Licensee. In the event of such removal, City shall
notify Licensee as soon as is reasonably practical and Licensee shall have the right to provide City
with a replacement banner or other material at its expense for reinstallation by City. Provided,
however, such reinstallation shall only occur as can be reasonably scheduled by City.
Section 9. Assignment. Licensee may not assign or otherwise transfer this Agreement or
rights or obligations hereunder without City's prior written consent, which may be withheld for
any reason.
Section 10. Default. The failure of either party to conform and comply with any term, or
obligation imposed upon a party by this License Agreement, shall constitute a default of this
Agreement. In the event of default, City ore Licensee , without the necessity of providing the
defaulting party with an opportunity to cure, may immediately terminate this Agreement and pursue
any all legal remedies available to it at law or in equity.
Section 11. Hold Harmless and Indemnification. Licensee agrees to indemnify, defend and
hold City harmless from any and all claims and liability for losses of or damage, whether actual or
threatened and including attorney's fees, that may be suffered by City and related, directly or
indirectly, this Agreement and the License granted herein, except and such claim or action or damages
directly resulting from the negligence of City.
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Section 12. Notices. All notices shall be in writing and sent by United States mail, certified
or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be deemed given
when received by the party to whom it is intended.
Licensee: 692 W. Montrose Street
Suite D
Clermont, FL 34711
Attn.: Keith Mullins, Registered Agent
City: City Manager
City of Clermont
685 West Montrose Street
Clermont, FL 34711
Section 13. Force Maieure. With regard to the performance hereunder, City and/or
Licensee shall not be deemed to be in default of this agreement, or have failed to comply with any
term or conditions herein if, for reasons beyond City and/or Licensee's reasonable control (including,
without limitation, weather, fire, natural disaster, labor unrest, war, declared or undeclared, Federal,
State or Locally Declared State of Emergency, City and/or Licensee is not able to perform the services
or obligations hereunder.
Section 14. Amendment. This Agreement shall not be amended unless in writing and
signed by both parties.
Section 15. Waiver. No waiver of any breach, failure to enforce a terms or covenant, of this
Agreement by CITY shall be considered a waiver of any other subsequent breach. The failure of City
or Licensee to insist upon compliance by the other party with any obligation, or exercise any remedy,
does not waive the right to do so in the event of a continuing or subsequent breach.
Section 16. Effective Date. This Agreement shall take effect as of the date that it is last
signed by a party as set forth below.
{Remainder of Page Intentionally Left Blank)
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Section 15. Applicable Law and Venue. The laws of the State of Florida will govern this
Agreement and the duties and obligations stated within the Agreement. Any cause of action to enforce
the terms hereof shall be exclusively maintained in Lake County, Florida.
IN WITNESS WHEREOF, the parties have executed this agreement on the dates set forth below
for the purposes set forth herein.
Attest:
A&U, C'P Gl
Ang ini,Affrunt', ecretary
Attest:
BY. '
Tracy Ackroyd Howe, City Clerk
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Clermont Downtown Partnership, Inc.
K imberly qgan, Pr dent
Date: 411
City of Clermont
BY:
Tim Murry, Mayor _
Date: 06411
01 EXHIBIT A N
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