HomeMy WebLinkAbout2013-117LICENSE AGREEMENT
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THIS LICENSE AGREEMENT, entered into this .2na day of Ju1y ,
2013, by and between the BOARD OF COUNTY COMMISSIONERS OF INDIAN
RIVER COUNTY, FLORIDA (the "County") and VAN ERT, NEMOTO AND
ASSOCIATES, LLC, ("Licensee") aFlorida-based, limited liability company with its
principal place of business at 5400 25 Street SW, Vero Beach, Florida, 32968.
WITNESSETH:
WHEREAS, the County is the owner of certain -real property located in Indian
River .County, Florida, commonly known as Egret Marsh Stormwater Park ("Egret
Marsh") located on the southeast corner of 4th Street and 74th Avenue; and
WHEREAS, the Licensee desires to utilize 0.10 acres of Egret Marsh for
purposes including, but not limited to, research, experimentation., and testing of certain
native algae and aquatic plants as related to water treatment and compost production
located and produced therein; and
WHEREAS, preliminary research conducted by Licensee has suggested that
certain uses of the aforementioned native algae and aquatic plants have the potential to
produce positive and beneficial impacts to the local environment; and
WHEREAS, Licensee agrees to assist the County in determining optimum
supplemental nutrient dosing regimes that may lead to more efficient algal growth and
greater pollutant reductions at the facility; and
WHEREAS, Licensee agrees to assist the County in bagging finished compost
product as well as assist the County in conducting research regarding certain aquatic
plants for stormwater treatment;
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NOW, THEREFORE, in consideration of the covenants herein contained, it is
mutually agreed between the parties as follows:
1. Term. The Licensee is hereby granted a license to perform certain
activities including, but not limited to, research, experimentation, and testing of certain
native algae and aquatic plants within the designated 0.10 acre area of Egret Marsh for
a period of five (5) years commencing from the date on which this License Agreement
becomes effective. The Initial Term of this License Agreement shall. begin on July 2nd
2013 and shall expire on July 2na , 2018. The Licensee may request a renewal of
the License Agreement for an additional five (5) year term by submitting written notice to
the County within ninety (90) calendar days prior to the expiration of this Initial Term.
The County may grant a Renewal Term in its sole discretion. The parties may agree to
alter certain time periods, locations, or other similar matters designated within this
License Agreement by amendment or modification. The County shall make the ultimate
determination, in its sole discretion, as to whether this License Agreement may be
renewed or whether any amendments or modifications to this License Agreement are
appropriate.
2. Payments. In consideration of this Licensee Agreement, Licensee shall pay to
the County a License Fee of two dollars ($2.00) for each year that the License
Agreement remains effective for a combined total of ten dollars ($10.00). The Licensee
shall pay the ten dollar ($10.00) License Fee to the County on or within twenty (20)
calendar days of the execution of this License Agreement.
It is anticipated that Licensee will assist the County in screening and bagging the
compost produced from some or all of the algae grown at Egret Marsh on location, and
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assist the County in attempting to sell all or some of the compost at the local retail
outlets. All proceeds collected by Licensee shall be remitted to the County, less any
costs, including labor, incurred by Licensee. Licensee's labor rates will be capped at
$40 per hour and its total reimbursement shall not exceed eighty percent (80%) of total
compost sale proceeds. In the event that Licensee assists in the improvement and
marketing of a compost- product from Egret Marsh and/or Main Relief Canal Facility,
such that the proceeds are sufficient to cover the operating costs of the water treatment,
thereby enabling a profitable enterprise, the County and Licensee will evenly split profit.
3. Us® of Premises. The Licensee may use the herein described 0.10 area of
Egret Marsh and may have access to, move, remove, or otherwise use all native algae
and other aquatic plants to the extent reasonably necessary for the purpose of
conducting research, experimentation, testing, or other similar activities. The Licensee
may, with the approval of the County, construct certain structures for the purpose of
facilitating or advancing the activities which this License Agreement allows the Licensee
to perform. The Licensee agrees to comply with all applicable local, State, and. Federal
laws and regulations throughout the duration of the License Agreement in the
performance of the allowed and otherwise permitted activities contained herein.
4. Improvements. Licensee agrees that any improvements to the above described
property made by him/her shall be at his/her expense and that all such improvements
shall have the prior written approval of the applicable County department and all
regulatory agencies where applicable. Licensee agrees to remove, move, restore,
demolish, or otherwise clear away any such improvements made to the property if the
County deems that removing, moving, restoring, demolishing, or clearing away any
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such improvements would be beneficial to the licensed property or is otherwise
necessary in order to restore the licensed property to its state prior to the
commencement of the license period.
5. Intellectual Proaerty Riohts. Licensee agrees to assign to the County, a five
percent (5%) share of all royalties resulting from any intellectual property rights
Licensee develops as a result of Licensee's research performed at Egret Marsh as it
relates to compost product development and water treatment technologies using algae
and/or aquatic plants.
6. Utilization of Technolos�v. As a result of the research it performs at Egret
Marsh, Licensee may develop or improve technology for removing pollutants from
stormwater/canal water and/or technology fior improving composting methods of
biomass produced by stormwater/canal water pollutant removal processes. Licensee
agrees that it will not charge the County any Technology Fee, License Fee, Patent ,Fee,
or similar fee if the County wishes to use such aforementioned technology within the
County, provided that no profit is gained from the operation. In the event that the
Licensee develops a water treatment and product generating technology, as a result of
research conducted at Egret Marsh, that allows the County to realize a profit from its
operation within the Countv, the profit will be split evenly between County and Licensee.
If Licensee develops a water treatment and product generating technology that is
constructed and operated outside the County, the County would be assigned
fivepercent (5%) share of all royalties, as detailed in Section 5 above.
7. Indemnification and Insurance. Licensee shall defend, indemnify and hold
harmless the County and its commissioners, officers, employees and agents, from any
and all losses, damages, expenses (including reasonable attorneys fees) and other
liabilities of any type whatsoever, arising out of or relating to any negligence, intentional
tort, breach of contract, or breach of applicable law by the Licensee, or its employees,
agents, subcontractors, or other persons or entities performing work under this
Agreement.
The Licensee agrees to provide and maintain at all times during the term of this
Agreement, without cost or expense to the County, policies of insurance generally
known as comprehensive general liability policies insuring the Licensee against any and
all claims, demands, or clauses of action whatsoever for the injuries received and
damage to property incurred in connection with the use, occupation and management or
control of the property and any improvements thereon by Licensee. Such policies of
insurance shall insure the Licensee in the amount not less than two hundred thousand
dollars ($200,000.00) to cover any and all liability claims arising in connection with any
particular accident or occurrence. Such liability policies shall provide that the County is
an additional insured. The County shall be notified in writing of any reduction,
cancellation or substantial change of policy or policies at least thirty (30) days prior to
the effective date ofi such action.
The Licensee shall provide the described insurance on .policies and with insurers
acceptable to the County and licensed and authorized under the laws of the State of
Florida. These insurance requirements shall not relieve or limit the liability of the
Licensee. The County does not in any way represent that these- types or amounts of
insurance are sufficient or adequate to protect the Licensee's interest or liabilities, but
are merely minimums.
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A certificate of insurance indicating that the Licensee has coverage in
accordance with the requirements of the Agreement shall be furnished by the Licensee
to the appropriate department within the County.
All personal property housed or placed at the licensed property shall be at the
risk of Licensee and the County shall have no liability for any damage or loss to any
personal property located thereon for any cause whatsoever. The Licensee agrees and
understands that the County does not and shall not carry liability, fire, or theft insurance
on the operation of these facilities to cover the Licensee's interest therein.
8. Covenants Asrainst Assisrnm®nt and Sublettins�. The Licensee shall not
assign any portion of the Agreement nor allow same to be assigned by operation of law
without the express, written approval of the County.
9. Indeaendent Contractor. The Licensee shall perform the conditions of this
Agreement as an independent contractor and nothing herein shall be construed to be
inconsistent with this relationship or status. Nothing in the Agreement shall be in any
way construed to constitute the Licensee or any of his agents or employees as the
agent, employee, or representative of the County.
10. .Termination. This Agreement may be terminated by the County in its sole
discretion and shall be effective immediately upon written notice to Licensee. Upon
termination of this Agreement, the Licensee shall immediately remove any personal
property. Any property not removed within thirt
y (30) days after termination shall
become the propert
y of the County.
11. Additional Locations. Upon written agreement by the parties, this Agreement
may include additional
. locations within Egret Marsh Stormwater Park or other location
which both parties deem appropriate to further effectuate the purposes of this License
Agreement. The terms of this Agreement shall form the basis of any future written
document, notwithstanding that a different term, location, and hours of operation would
apply.
12. Notice. Notice under this Agreement shall be given to the County by mailing
written notice to Keith McCully, Stormwater Engineer, 1801 27th Street, Vero Beach, FL
32960.
13. Attorney's Fees. In the event of any legal action to enforce the terms of this
Agreement each party shall bear its own attorney's fees and costs.
14. Governing Law. This Agreemen# shall be deemed to have been executed and
entered into in the State of Florida and this Agreement, and any dispute arising
hereunder, shall be governed, interpreted and construed according to the laws of the
State of Florida.
15. Venue. Venue for any legal action brought by any party to this Agreement to
interpret, construe or enforce this Agreement shall be in a court of competent
jurisdiction in and for Indian River County, Florida, and any trial shall be non jury.
16. Modification. No modification of this Agreement shall be binding on the County
or the Licensee unless reduced to writing and signed by a duly authorized
representative of the County and the Licensee.
17. Board Ratification. This Agreement is subject to ratification by the Board of
County Commissioners of Indian River County.
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IN WITNESS WHEREOF, the Licensee and the County have hereunto set their hands
and seals on the day and year first above written.
VAN ERT, NEMOTO AND
ASSOCIATES, LLC BOARD OF COUNTY
COMMISSIONERS
BY: ��'�%��..-�..� INDIAN RIVER COUNTY, FLORIDA
BY:
Its: �� �.✓.�,.,,a seph E. Flescher,
WITNESS: BCC Approved: July 2, 2c
WITNESS: �!�
(Corporate seal is acceptable i place of witness ATTEST: Jeffrey R. Smith,
Clerk court and
By � I
f J sep A. Baird
un Administrator
Approved as to form and legal
�y G�M'�':'ti�,
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William K. DeBraal
Deputy County Attorney
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