HomeMy WebLinkAbout2017-013 TRANSIT STATION LICENSE AGREEMENT
THIS TRANSIT STATION LICENSE AGREEMENT (this "Agreement") is entered
into as of this 24th day of January , 2017, by and between DIVOSTA HOMES, L.P., a
Delaware limited partnership, whose address is 1400 Indian Creek Parkway, Jupiter, Florida
33458 ("Licensor" or "DiVosta"), and INDIAN RIVER COUNTY, a political subdivision of the
State of Florida, whose address is 1801 27th Street, Vero Beach, Florida 32960 ("Licensee").
WITNESSETH
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 Licensor and their officials, employees, agents and guests
that vehicles operated by Licensee pick-up and drop-off passengers at the transit site located
along 49th Street at Lakes at Waterway Village 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,Licensor and Licensee hereby agree as follows:
Section 1 -Transit Site Agreement. Licensor hereby grants Licensee a license (the
"License") to enter upon that certain parcel of real property located along 49th Street at the
Lakes at Waterway Village in Indian River County, more particularly described and depicted on
Exhibit A and made a part hereof (the "Transit Site"), for the sole and limited purposes of
installing and using a transit stop, subject to all of the terms and conditions provided for herein.
Licensor 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,
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 Transit Site is
located, in order to comply with such laws, such collateral Improvements shall be the
WPBDOCS 9023418 2
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 its desire to
terminate this 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 ten (10) days after Licensee is notified by Licensor, in writing,
of such damage. If Licensee shall fail to maintain the Transit Station in a clean manner, Licensor
shall have the right to clean the Transit Station after ten (10) 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 Licensor. Licensor retains the right to demand that Licensee promptly remove
any advertisement which violates the foregoing, without liability for contractual obligations of
the Licensee that are related to the advertisement.
Section 7 - Security. Licensor shall not be responsible onsible for providing security for the
Transit Site or for any persons using the Transit Station.
Section 8 - No Partnership. 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
partnership or of joint 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.
WPBDOCS 9023418 2 2
Section 9 - Notices. Any notice, request, demand, approval, consent or other
communication which Licensor 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 Licensor: DiVosta Homes, L.P.
1400 Indian Creek Parkway
Jupiter, FL 33458
Attn: Brent Baker
If to Licensee: 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. Licensor 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 Licensor 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.
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.
WPBDOCS 9023418 2 3
Section 16 - Assignability. DiVosta shall be permitted to assign its rights and
obligations under this Agreement to Waterway Village Homeowners Association, Inc.,
whereupon DiVosta shall be released of all obligations hereunder arising after the effective date
of such assignment.
Section 17 - License to Use Copyrighted Materials and Trademark Rights. Licensor
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
Licensor 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. Licensor 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.
Licensor 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 18 - Indemnification. To the extent permitted by Florida law and subject to the
limitations provided by Florida law, Licensee shall indemnify Licensor against, and hold
Licensor 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.
AGREED TO by the parties hereto as of the date first above written.
LICENSOR:
DIVOSTA HOMES,L.P.
a Delaware limited partnership
By: DiVosta Homes Holdings, LLC,
its general partner
By:
Name:
Title: —j�-- vi 1,DAl �
WPBDOCS 9023418 2 4
LICENSEE:
BOARD OF COUNTY COMMISSIONERS
INDIAN RIVER COUNTY,FLORIDA »..
�01�Oh1MISs�o
By: z i
oseph E. Flescher, Chairman
9;ER000Nr V+•
BCC Approved: January 24, 2017
Approved:
B :
Y
Jason . Br wn, County Administrator
Attest: Jeffrey R. Smith, Clerk of Court and Comptroller
By. ac�
Deputy Clerk
Approved as to form and legal sufficiency
William K. DeBraal
.Deputy County Attorney
WPBDOCS 9023418 2 5
EXHIBIT "A"
LEGAL DESCRIPTION: MASS TRANSIT EASEMENT
BEING A PORTION OF TRACT 6, SECTION 21 , TOWNSHIP 32 SOUTH, RANGE 39, EAST, INDIAN
RIVER FARMS CO. PLAT OF LANDS AND PLAN FOR LAND DRAINAGE AND ROAD
RESERVATIONS, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE
25, PUBLIC RECORDS, ST. LUCIE COUNTY, FLORIDA, NOW BEING IN INDIAN RIVER COUNTY,
FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE INTERSECTION OF THE EAST RIGHT—OF—WAY OF 51ST COURT AS
CONVEYED IN OFFICIAL RECORDS BOOK 2018, PAGE 2196 AND THE NORTH LINE OF
LINDSEY ROAD (49TH STREET) AS CONVEYED IN OFFICIAL RECORDS BOOK 1951, PAGE 1891
ALL OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA; THENCE ALONG THE
NORTH RIGHT—OF—WAY LINE OF SAID LINDSEY ROAD (49TH STREET), SOUTH 89046'12"
EAST, A DISTANCE OF 206.03 FEET TO THE POINT OF BEGINNING OF HEREIN DESCRIBED
PARCEL OF LAND; THENCE NORTH 00°13'48" EAST, A DISTANCE OF 11.50 FEET TO A POINT
ON A LINE 11 .50 FEET NORTH OF AND PARALLEL WITH THE NORTH RIGHT—OF—WAY LINE OF
SAID LINDSEY ROAD (49TH STREET); THENCE ALONG SAID PARALLEL LINE, SOUTH 8'9°46'12"
EAST, A DISTANCE OF 25.00 FEET; THENCE SOUTH 00°13'48" WEST, A DISTANCE OF 11.50
FEET TO A POINT ON THE NORTH RIGHT—OF—WAY LINE OF SAID LINDSEY ROAD (49TH
STREET); THENCE ALONG SAID NORTH RIGHT—OF—WAY LINE, NORTH 89°46'12" WEST, A
DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 287.5 SQUARE FEET, MORE OR LESS.
3
p
3
0
CERTIFICATION:
THIS SKETCH AND ESCRIPTION ARE NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL
RAISED SEAL OF A LORIDA LICENSED SURVEYOR AND MAPPER.
!e
NOTE: THIS IS NOT A SKETCH OF SURVEY, BUT ONLY A GRAPHIC
r DEPICTION OF THE DESCRIPTION SHOWN HEREON. THERE HAS BEEN
NO FIELD WORK, VIEWING OF THE SUBJECT PROPERTY, OR
WILBU DIV MONUMENTS SET IN CONNECTION WITH THE PREPARATION OF THE
PROFESSIONAL 'LAND $URVEYOR & MAPPER INFORMATION SHOWN HEREON.
N LICENSE N0. 4190, STATE, OF FLORIDA NOTE: LANDS SHOWN HEREON WERE NOT ABSTRACTED FOR
DATE: 08-09=-15_ RESTRICTIONS, RIGHTS-OF-WAY OR EASEMENTS OF RECORD.
f PROJECT MANAGER DEPARTMENT MANAGER SCALE: CHECKED BY
WFD WFD N/A WFD
ARCAD IS
a SHEET TITLE DATE: DRAWN BY
o SKETCH OF DESCRIPTION 08-09-16 JAF
m
ARCADIS U.S., Inc. MASS TRANSIT EASEMENT PROJECT NUMBER DRAWING NUMBER
E , �
1500 Gateway Boulevard,Suite 200 Tel:(561)697-7000 Fax(561,369.4731 SHEET 1 OF 2 WF077402 WF077402-SD02
Boynton Beach,Florida 33426 www.arcadis.00m
EXHIBIT 91A99
SKETCH TO ACCOMPANY DESCRIPTION. THIS IS NOT A SURVEY!
00
00
0 "
SCALE: 1"=20'
CIA Q)A.
C-) rN*T*
O Cn
C
SECTION 21, TVAY'P. .-32 S., RGE F59 E.
70 a_ 03
m ki
o
D: A %-T' C F iA' Al P1 AN F-DR AND DRAINAGE
:_r%1--,'DS AND . :_rnV) Lj i Lm J
A '—% -T( Q
c> AND Ri*%AD RESER" **Al
LO (0 ' _6 PLAT BOOK e2%, PAGE
.11cp
cy_
NOU 13'48"E S89*46'1 2"E
11.50' 25.00'
10' U.E. (O.R.B. -
11
2432, PG. 891)
S89'46'12"E 206.03' 25.00'
P.O.C. N89'46'12"W
INTERSECTION OF EAST P.O.B. S0011 3'48"W
R/W LINE OF 51ST NORTH R//W 11.50'
COURT PER O.R.B. 2018 _6 LINE PER O.R.B. _6
PG. 2196 & THE NORTH 1951 PG. 1891
R/W LINE OF LINDSEY
RD. (49TH ST.) PER
O.R.B. 1951, PG. 1891 LINDSEY ROAD (49TH. ST.)
(80' PUBLIC R/W)
LEGEND:
(R/W PER — O.R.B. 707, PGS. 1720;
0.R.B. 1277, PG. 2379 & O.R.B. 1951 , PG. 1891)
CENTERLINE
L.A.E. — LIMITED ACCESS EASEMENT
O.R.B. — OFFICIAL RECORDS BOOK
P.B. — PLAT BOOK
PGS. — PAGES
P.O.B. — POINT OF BEGINNING
P.O.C. — POINT OF COMMENCEMENT
R/W — RIGHT—OF—WAY
E U.E. — UTILITY EASEMENT
PROJECT MANAGER DEPARTMENT MANAGER SCALE: CHECKED BY
WFD WFD 1. = 20' WFD
mSHEET TITLE DATE: DRAWN BY
0
SKETCH OF DESCRIPTION 08-09-16 JAF
!
MO RARCADIS 11 MASS TRANSIT EASEMENT PROJECT NUMBER DRAWING NUMBER
ARCADIS U.S., Inc. 19
E
> 1500 Gateway Boulevard,Suite 200 Tel:(561)697-7000 Fax:(561)369-4731 J WF077402 WF077402-SDO2
-6 Boynton Beach,Florida 33426 www.arcadis.com
SHEET 2 OF 2