1869 Charter CommunicationsPURCHASING DEPARTmF.mT
TRANSMITTAL MEMORANDUM
To: City Clerk
E: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
® Mayor's signature
❑ Recording
❑ Rendering
® City Attorney's Signature
® City Clerk's Signature
License Agreement — Charter Communications
Once completed, please:
® Return original
❑ Return copy
El
Special Instructions:* �;)CW4D - � P. ' 5 a4kaw-t-L� S /SO MAR -5-
Please return one signed and fully executed copy. City Clerk's Office mat/i � y keep one copy for
their records. �I P
Please advise if you have any questions regarding the abov .
Thank you!
From
TADept_forms\City Clerk Transmittal Memo - 2009.doc
Date
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement"), entered into as of the date
last signed below, by and between the City of Sanford, a municipal government existing
by and under the laws of the State of Florida ("Licensor"), whose address is 1303 William
Clark Avenue Sanford, Florida 32771, and Charter Communications Operating, LLC, a
Delaware limited liability company authorized to conduct business in the State of Florida
("Licensee"), whose address is 700 Carillon Parkway, Suite 9, St. Petersburg, Florida
33716.
WITNESSETH:
WHEREAS, Licensor owns and operates municipal street lighting and
associated poles located within Sanford, Florida;
WHEREAS, the Licensee has requested the right to install a camera and
mount, protective housing, transmission cabling, and electrical connection ("Licensee
Equipment") on one of the city's light poles near the marina necessary to provide remote
weather imagery of conditions in the area; and
WHEREAS, the Licensor is willing to grant to the Licensee use of the light
pole described in "Attachment A" subject to terms and conditions set forth below.
NOW THEREFORE, in consideration of one dollar and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged and
the promises and covenants contained herein, the Parties agree as follows:
1. LICENSE: The Licensor hereby grants to Licensee, and Licensee hereby accepts
from Licensor, an exclusive license to install and maintain the Licensee Equipment at the
location and subject to the specifications shown on Exhibit A hereto, for the purpose of
providing the public with visual weather observations of the surrounding area.
2. TERM: The Term of this Agreement ("Term") shall be for five (5) years,
commencing on August 1st 2017 and ending at midnight on August 1st 2022, unless
earlier terminated as provided herein. Thereafter, this License Agreement shall
automatically renew for successive one (1) year periods until written notice of termination
is provided by either party at least sixty (60) days prior to the end of the then current term.
At the expiration or termination of this Agreement, Licensee shall remove the camera,
mount, and Licensee Equipment (except any underground cable), and reasonably restore
the facility to its original condition.
3. ATTRIBUTION/SPONSORSHIP: When visuals from the camera are used in
Licensee's newscasts, the on -air shots will verbally reference the Sanford camera. The
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locations name shall also appear on or near web images from the camera. Provided if
Licensee procures a named Sponsor of the camera, the Sponsor's name shall appear on
screen and also be mentioned verbally. Licensee shall have the right to retain all
revenues from any paid sponsorships.
4. RENT: There shall be no rent charged for the use of the facilities.
5. INSTALLATION. Licensee shall pay all costs resulting from the camera
installation and Licensee Equipment, including, but not limited to, installation of
connectivity for transmissions from the camera, and power connections. However, the
power needs of the camera will come from existing power lines that service the facilities
at no charge to Licensee.
6. FEES AND TAXES: Licensee shall pay all fees and taxes, if any, levied on the
Pole or the Licensee's Equipment. It is understood that this shall include, but not be
limited to, personal property, or real property taxes, if applicable.
7. ' MAINTENANCE OBLIGATIONS: Licensee shall be responsible for any and all
maintenance related to the installation and use of the camera and Licensee Equipment
at its sole cost and expense. The Licensee shall ensure that the camera and Licensee
Equipment are maintained so as to meet all applicable requirements of any City, County,
State and Federal Laws and regulations.
8. 'RIGHT OF ENTRY: The Licensee shall have the right, at all reasonable times, to
enter, inspect and make such repairs or alterations to the camera or Licensee's
Equipment as it may reasonably desire, subject to any reasonable security requirements.
9. TERMATION FOR CAUSE: The Licensor may terminate this Agreement upon
Licensee's default of any material obligation contained herein, after written notification by
Licensor to Licensee and if such default remains uncured for a period of thirty (30) days
after receipt of such written notification
10. INDEMNIFICATION: Licensee shall, at its expense, defend, hold harmless and
indemnify Licensor, its officers, employees, agents, invitees, elected and appointed
officials (collectively, "Indemnified Parties") from and against any and all claims,
demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages
including, but not limited to, reasonable costs, expenses and attorneys' fees at trial and
on appeal (collectively, "Claims") for damage to property or bodily or personal injuries,
including death at any time resulting therefrom, sustained by any person or persons,
which damage or injuries arise out of Licensee's use of the facilities.
11. APPLICABLE LAW, VENUE AND JURISDICTION: This Agreement shall be
governed by and interpreted in accordance with the laws of the State of Florida. Venue
for any action brought in state court shall be in Seminole County, Florida. Venue for any
action brought in federal court shall be in the Middle District of Florida, Tampa Division.
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Each party waives any defense of improper or inconvenient venue as to either court and
consents to personal jurisdiction in either court. Each party waives a trial by jury.
12. NOTICES: All notices (except the initial construction notification), requests,
demands or other communications hereunder shall be in writing, and shall be deemed to
have been duly given if delivered in person, or within seven (7) days after deposit in the
United States Mail, postage paid, certified with return receipt requested, or otherwise
actually delivered to:
Licensee
Charter Communications, LLC
By: Charter Communications, Inc., its Manager
Attn: Alan Mason
700 Carillon Parkway, Suite 9
St. Petersburg, Florida 33716
with a copy to:
Charter Communications, LLC
Legal Department
400 Atlantic St.
Stamford, CT 06901
Attn: Jae -Min Han
Email: Jae-Min.Han@charter.com
Licensor
13. HEADINGS: The section headings are inserted herein for convenience and
reference only, and in no way define, limit, or otherwise describe the scope or intent of
any provisions herein.
14. SEVERABILITY: Should any section or part of any section of this Agreement be
rendered void, invalid or unenforceable by any court of law for any reason, such
determination shall not render void, invalid or unenforceable any other section or any part
of any other section of this Agreement.
15. ENTIRE AGREEMENT: This Agreement, including Exhibit A, constitutes the
entire agreement between the Licensor and Licensee as to the subject matter hereof. No
change will be valid, unless made by supplemental written instrument, executed and
approved by the Parties.
16. ASSIGNMENT: Licensee shall not have the right to assign, transfer, convey,
sublet or otherwise transfer this License without the prior written consent of Licensor
except Licensee may assign this License on written notice to Licensor in the event of a
merger, combination or sale of all, or substantially all, of its assets or sale of its Bay News
9 business.
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IN WITNESS WHEREOF, the City of Sanford and Charter Communications
Operating, LLC have executed this instrument for the purpose herein expressed.
Two Witnesses:
,�'P'ri "fame:
Print Name:
Attest:
Cynthia Porter, City Clerk
Dated: , -- Ss— / -)
LICENSEE: Charter Communications
Operating, LLC By: Charter
Communications, Inc., its Manager
By:
Name:
Title:
Dated:
Approved as to form and legality for
Use and reliance by the City of Sanford, Florida
By:
William L. Colbert
City Attorney
Dated:
LICENSOR:
THE CITY OF SANFbRD
By:
Jeff Triplett
Mayor
EXHIBIT "A"
(Location/Specifications)
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