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Home My WebLink About2018-287TRANSIT SHELTER LICENSE AGREEMENT THIS TRANSIT SHELTER LICENSE AGREEMENT (this "Agreement") is entered into as of this 18th day of December , 20t18 by and between INDIAN RIVER STATE COLLEGE ("IRSC"), 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 IRSC and its students, employees, agents and guests that vehicles operated by Licensee pick-up and drop-off passengers at the transit site located at the Mueller Campus in Indian River County; and WHEREAS, the parties agree that it is in their mutual best interests to place a transit shelter at the specified site 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, IRSC and Licensee hereby agree as follows: Section 1 - Transit Shelter Agreement. IRSC hereby grants Licensee a license (the "License") to enter upon that certain parcel of real property located at the Mueller Center in Indian River County, more particularly described and delineated by the sketch attached hereto as Exhibit A and made a part hereof (the "Shelter Site") for the sole and limited purpose of installing a transit shelter, subject to all of the terms and conditions provided for herein. IRSC 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 Shelter" on the Mueller Campus. Section 2 - Installation of Transit Shelter. Licensee shall provide all the materials and labor for the construction of the Transit Shelter to be located at the Mueller Campus. Licensee shall retain ownership of such Transit Shelter. The Transit Shelter shall be comparable to other transit shelters currently used by Licensee. If as a result of Licensee's construction of a Transit Shelter, IRSC is required by federal, state, or local law, ordinance, order etc, to make any improvements, changes or alterations ("Improvements") to the property on which the Transit Shelter 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. Page 1 of 5 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) ten (10) 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 Shelter and all of the Licensee's equipment and upon removal of the Transit Shelter, Licensee shall return the site to substantially the condition existing prior to the installation of the Transit Shelter. 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 Shelter. Licensee shall be responsible for day-to-day normal and customary maintenance of the Transit Shelter, and every part thereof, including, but not limited to, washing the Transit Shelter from time to time and picking up trash on the Transit Shelter 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 Shelter caused by Licensee and its agents. Such repair will be commenced within three (3) days after Licensee is notified by IRSC, in writing, of such damage. If Licensee shall fail to maintain the Transit Shelter in a clean manner, IRSC shall have the right to clean the Transit Shelter 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 - Security. IRSC shall not be responsible for providing security for the Transit Site or for any persons using the Transit Shelter. Section 7 - 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. Section 8 - Notices. Any notice, request, demand, approval, consent or other communication which IRSC 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 IRSC: Charles Lunceford, Provost Indian River State College Mueller Campus. 6155 College Lane Vero Beach, FL 32966 (772) 226-2505 cluncefo@irsc.edu Page 2 of 5 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 9 - Authorization. IRSC 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 IRSC and Licensee, respectively. Section 10 - 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 11- 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 12 - 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 13 - Time of the Essence. Time is of the essence of the Agreement. Section 14 - 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 15 - License to Use Cop righted Materials and Trademark Rights. IRSC acknowledges that Licensee owns and holds all right, including patents, trademarks, copyrights and trade secrets in and to all elements of the Transit Shelter and related structures, designs and drawings, including without limitation, the passenger waiting shelter. Licensee hereby grants IRSC a revocable license to use such rights in the Transit Shelter and related structure, designs and drawings during the term of this Agreement for the purposes addressed in this Agreement. IRSC 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. IRSC agrees not to challenge or otherwise interfere with the validity of Licensee's rights in these elements or Licensee's Page 3 of 5 ownership of these elements and related rights. Section 16 - Indemnification. To the extent permitted by Florida law and subject to the limitations provided by Florida law, Licensee shall indemnify IRSC against, and hold IRSC 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. Licensee Indian River State College Charles 4edor rovost Indian River State College Mueller Center Date: / a 1 Page 4 of 5 AGREED TO by the parties hereto as of the date first above written. BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY, FLORIDA BY: 2 Bob Solari , Chairman BCC Approved: December 18, 2018 By Jas Col • ..SSI.... •V; ;Q: •_OS ••'L��gNRIVER� �`'� Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: Deputy Clerk Approved as to form and legal sufficiency William K. DeBraal Deputy County Attorney Page 5 of 5 e_ ,:.a AWL L OCA TION OF BUS SHEL TE-R SCALE- 1 = 50' /ND/AN R/VER STATE COLLEGE MUELLER CAMPUS SCHUMANN CENTER v x AF NO. REV I N DAT BV INDIAN RIVER CDDNTY n' M.L. HELLER *�+.5 fELO BO'K GO—LINE BUS SHELTER *DEPARTMENT OF PUBLIC WORKS BUNGHARDp1M z+,e ,80127TH STREET M.LHELLER iwmsw+33S ,..: COLLEGE LANE VERO BEACH, FL 32980 °f p72)587A000 ENGINEERING DIVISION �'� W.MHNSONPE — 39E .w+ IRC1731 PROPOSED SHELTER LOCATION 1