HomeMy WebLinkAbout2014-060METRO Transit Station License Agreement
TRANSIT STATION LICENSE AGREEMENT
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THIS TRANSIT STATION LICENSE AGREEMENT (this "Agreement") is entered into as of
this 6th day of May, 2014, by and between WAL-MART STORES EAST, LP ("WAL-
MART' ), and Indian River County, a political subdivision of the State of Florida, whose address
is1801 27th Street, Vero Beach, Florida 32960 ("Licensee").
WITNESSTH
WHEREAS, Licensee operates a public transit system that transports the public throughout
the Indian River County area; and
WHEREAS, it is critical to the success of the public transit system that passengers have safe
and convenient locations to wait for and to board vehicles; and
WHEREAS, it is beneficial to WAL-MART and their officials, employees agents and
guests that vehicles operated by Licensee pick-up and drop-off passengers at the transit site located
at Store/Club #931 in Indian River County ; and
WHEREAS, the parties agree that it is in their mutual best interests that the transit site is an
integral part of the community and functions as a community activity station; and
WHEREAS, the parties agree that it is in their mutual best interests to place a transportation
facility at the specified site for use as an established transit station, which will provide facilities for
the embarking and disembarking of passengers that are safe, convenient, accessible and more
comfortable for passengers to wait for transit vehicles.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties, WAL-MART and Licensee hereby agree as follows: •
Section 1- Transit Site Agreement. WAL-MART hereby grants Licensee a license (the
`License") to enter upon that certain parcel of real property located at Store/Club #931 in Indian
River County, more particularly described and delineated by the Go -Line Bus Shelter plans attached
hereto as composite Exhibit A and made a part hereof (the ` Transit Site') for the sole and limited
purpose of installing a transit stop, subject to all of the terms and conditions provided for herein.
WAL-MART agrees Licensee may install and use a facility for passengers which consists of a trash
receptacle (s), a bench (es) a sign (s), a passenger waiting shelter (s), and such other items as may be
mutually agreed upon by the parties and referred to as (the "Transit Station') on the Transit Site.
Section 2 - Installation of Transit Station. Licensee shall provide all the materials and
labor for the construction of the Transit Station to be located on the Transit Site. Licensee shall
retain ownership of such Transit Station. The Transit Station shall be comparable to other transit
stations currently used by Licensee If as a result of Licensee's construction of a Transit Station,
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METRO Transit Station License Agreement
Licensor is required by federal, state, or local law ordinance, order etc to make any improvements,
changes or alterations ("Improvements") to the property on which Store/Club #931 is located, in
order to comply with such laws, such collateral Improvements shall be the responsibility of Licensee
All costs associated with such collateral Improvements shall be borne by Licensee.
Section 3 - Term. This Agreement shall commence on the date included in the introductory
paragraph of this Agreement (the "Date of Commencement") and, unless extended by the
undersigned, shall terminate on the earlier of: (i) three (3) years from the Date of commencement or
(ii) thirty (30) days after notice is given by either party of the desire to terminate the Agreement. At
the time this Agreement is terminated, Licensee shall remove the Transit Station and all of the
Licensee equipment at the Transit Site and upon removal of the Transit Station, Licensee shall
return the Transit Site to substantially the condition existing prior to the installation of the Transit
Station.
,Section 4 - Effective Date. This Agreement shall become effective upon being executed by
the parties hereto and shall remain in full force and effect until such time as either party terminates
this Agreement as provided in Section 3 hereof.
,Section 5 - Damage to the Transit Station. Licensee shall be responsible for day-to-day
normal and customary maintenance of the Transit Site and the Transit Station, and every part thereof,
including, but not limited to, washing the Transit Station from time to time and picking up trash on
the Transit Station on a regular basis. Licensee shall be responsible for heavy maintenance,
including, but not limited to painting, removal of graffiti and concrete repair, as well as the repair of
any damage to the Transit Station caused by Licensee and its agents. Such repair will be commenced
within three (3) days after Licensee is notified by WAL-MART, in writing, of such damage. If
Licensee shall fail to maintain the Transit Station in a clean manner, Wal-Mart shall have the right to
clean the Transit Station after three (3) days written notice to Licensee. Licensor shall then be
permitted to invoice Licensee for all costs incurred and to add a 15% administrative fee to such costs.
Section 6 - Advertising. Licensee may place or permit placement of any advertising
materials or public notices similar to those customarily placed on or in transit stations within the
Licensee system on the exterior or interior of the Transit Station or on the Transit Site. Licensee
shall have the right to retain all amounts generated by such advertising. Licensee shall not place or
allow advertising of any nature, including signage in or around the Station which would either (i)
promote or encourage the use of products legally prohibited to minors, such as tobacco products,
alcohol or adult entertainment of any type, or (ii) promote or encourage major competitors to Wal-
Mart. Wal-Mart retains the right to demand that Licensee remove any advertisement for any reason
without liability for contractual obligations of the Licensee that are related to the advertisement.
Such demand may be written or verbal and may be made with 24 hours notice.
Section 7 - Security. WAL-MART shall not be responsible for providing security for the
Transit Site or for any persons using the Transit Station
Section 8 - No Partnershiq. Nothing contained herein shall be deemed or construed by the
parties hereto, nor by any third party, as creating the relationship of principal and agent or of
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METRO Transit Station License Agreement
partnership or ofjoint venture between the parties hereto, it being understood that nothing contained
herein, or any acts of the parties hereto other than the relationship of licensor and licensee.
Section 9 - Notices. Any notice, request, demand, approval, consent or other communication
which WAL-MART or Licensee may be required or permitted to give to the other party shall be in
writing and shall be mailed or hand delivered to the other party at the addresses set forth below:
If to WAL-MART:
If to Licensee:
Wal-Mart Stores East, LP
2001 S E 10th Street
Bentonville, AR 72716-0550
Attn: Realty Manager
Karen Deigl
Executive Director
Go Line Transit System
c/o Senior Resource Association, Inc.
694 14th Street
Vero Beach, FL 32960
or to such other address as either party shall have designated by notice to the other pursuant to this
paragraph. The time of the rendition of such notice shall be one of the following: (1) two (2) days
after same is deposited in an official United States Post Office with postage prepaid, and with
certified or registered mail, return receipt requested; (2) the date of when same is hand delivered; or
(3) the date delivered by overnight courier with confirmation of delivery required.
Section 10 - Authorization. WAL-MART and Licensee hereby represent and warrant to the
other that as of the date of this Agreement, the undersigned are duly authorized to execute this
Agreement on behalf of WAL-MART and Licensee, respectively.
Section 11 Choice of Law: Venue. This Agreement and the provisions contained herein
shall be construed, controlled, and interpreted in accordance with the laws of the State of Florida.
Venue for any dispute arising as a result of this Agreement shall be Indian River County.
Section 12- Compliance. Licensee agrees to comply with all applicable laws, rules, codes,
and/or other regulation governing such operation; obtain any and all necessary consents or approvals,
and to display same as required by any law, rule, code, or regulation.
Section 13 - Attorneys Fees In connection with any legal proceedings arising out of this
Agreement the prevailing party shall be entitled to recover its costs, expenses, attorney and paralegal
fees, including without limitation, those incurred whether or not litigation is commenced, and also
those incurred at trial and in any administrative, arbitration, mediation, bankruptcy or appellate
proceedings.
Section 14 - Time of the Essence. Time is of the essence of the Agreement.
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METRO Transit Station License Agreement
Section 15 - Severability. If any sentence, phrase, paragraph, provision or portion of this
Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction,
such holding shall not affect the validity of the remaining portion hereto.
Section 16 - License to Use Copyrighted Materials and Trademark Riizhts. WAL-
MART acknowledges that Licensee owns and holds all right, including patents, trademarks,
copyrights and trade secrets in and to all elements of the Transit Station and related structures,
designs and drawings, including without limitation, the passenger waiting shelter. Licensee hereby
grants WAL-MART a revocable license to use such rights in the Transit Station and related
structure, designs and drawings during the term of this Agreement for the purposes addressed in this
Agreement. WAL-MART shall acquire no right or interest in any of these elements by virtue of the
Agreement and all uses of these elements and related rights shall inure to the benefit of Licensee.
WAL-MART agrees not to challenge or otherwise interfere with the validity of Licensee's rights in
these elements or Licensee's ownership of these elements and related rights.
Section 17 - Indemnification. To the extent permitted by Florida law and subject to the
limitations provided by Florida law, Licensee shall indemnify WAL-MART against and hold
WAL-MART harmless from all losses, damages, costs, claims, suits, liabilities, and expenses
(including reasonable attorneys' fees including those for services rendered at the appellate court
level) resulting from any of Licensee's use, construction, removal, maintenance or compliance
requirements under this Agreement.
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METRO Transit Station License Agreement
AGREED TO by the parties hereto as of the date first above written.
BOARD OF COUNTY COMMISSIONERS
INDIAN RIVER COUNTY, FLORIDA
"LIC E '
BY:,h
P ter D. O'Bryan, ChairmanU
BCC Approved: May 6 , 2014
Approved:
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J ./ph A. aird
unty Administrator
Attest Jeffrey R. Smith, Clerk of Court and
Comptroller
By deetztA*4- gad—
Deputy Clerk
Approved as to form and legal sufficiency
William K. DeBraal
Deputy County Attorney
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WAL-MART STORES EAST, LP
By:
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Quick Mack, Sr. Realty Manager
Date: 3/31/2014
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