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Home My WebLink About2021-163TRANSIT SHELTER LICENSE AGREEMENT THIS TRANSIT STATION LICENSE AGREEMENT (this "Agreement") is entered into as of this 12th day of October , 2021, by and between West Vero Crossings, LLC ("West Vero'), and Indian River County, a political subdivision of the State of Florida, whose address is1801 27a' Street, Vero Beach, Florida, 32960 ("County"). WITNESSTH WHEREAS, County 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 West Vero, and the County and their officials, employees, agents and guests that vehicles operated by County pick-up and drop-off passengers at the transit site located at the proposed West Vero Crossing shopping center in Indian River County ("Shopping Center"); 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, West Vero and County hereby agree as follows: Section 1 - Transit Site Agreement. West Vero hereby grants County a license (the "License") to enter upon that certain parcel of real property located at the proposed West Vero Crossing shopping center in Indian River County, more particularly described and delineated by the site plan 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. West Vero agrees County may install and use a facility for passengers which consists of one (1) trash receptacle, one (1) bench, one (1) sign, one (1) passenger waiting shelter, 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. West Vero shall construct the concrete slab for the Transit Station as shown on the West Vero Crossing site plan. County shall provide all the materials and labor for the installation of the Transit Station to be located on the Transit Site. County shall retain ownership of such Transit Station. The Transit Station shall be comparable to Page 1 of 7 other transit stations currently used by County. If as a result of County's construction of a Transit Station, West Vero 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 Station is located, in order to comply with such laws, such collateral Improvements shall be the responsibility of County. All costs associated with such collateral Improvements shall be borne by County. 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) five (5) 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, County shall remove the Transit Station_and all of the County equipment at the Transit Site and upon removal of the Transit Station, County shall return the Transit Site to substantially the condition existing prior to the installation of the Transit Station. Section 4 - Effective Date. Subject to the terms of Section 3 above, 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 - Damaae to the Transit Station. County 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. County shall be responsible for all 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 County and it's agents. Such repair will be commenced within three (3) days after County is notified by West Vero, in writing, of such damage. If County shall fail to maintain the Transit Station in a clean manner, West Vero shall have the right, but not the obligation, to clean (or cause to be cleaned by an outside company) the Transit Station after three (3) days written notice to County. Section 6 - Security. West Vero shall not be responsible for providing security for the Transit Site or for any persons using the Transit Station._The County agrees to indemnify and hold West Vero (and its members, officers and employees) harmless from all loss, cost, damage and/or claim incurred by them in connection with the Transit Station. The foregoing indemnity shall survive the expiration or sooner termination of this Agreement. 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 West Vero and County. Section 8 - Notices. Any notice, request, demand, approval, consent or other communication which West Vero or County 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 Page 2 of 7 set forth below: If to West Vero: West Vero Crossings, LLC. Attention: Alexander Brock and Jarrett Brock 4650 Donald Ross Rd Suite 200 Palm Beach, FL 33418 (561) 684-1040 alexanderb@brockdevelopmentcorp.com jarrettb@brockdevelopmentcorp.com With a copy to: Greenspoon Marder LLP 200 East Broward Blvd., 15d' Floor Fort Lauderdale, Florida 33301 Attention: Mark Somerstein Mark.somerstein@grnlaw.com If to County: 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. West Vero and County 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 West Vero and County, 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. County agrees to comply with all applicable laws, rules, codes, and/or other regulation governing such operation and this Agreement; 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 reasonable 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. Page 3 of 7 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 Copyrighted Materials and Trademark Rights. West Vero acknowledges that County 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. County hereby grants West Vero a revocable license to use such rights in the Transit Station and related structure, designs and drawings during the tenn of this Agreement for the purposes addressed in this Agreement.West Vero 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 County. West Vero agrees not to challenge or otherwise interfere with the validity of County's rights in these elements or County's 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, County shall indemnify West Vero (and its members, officers and employees, collective, the "Released Parties") against, and hold the Released Parties harmless from all losses, damages, costs, claims, suits, liabilities, and expenses (including, without limitation, reasonable attorneys' fees including those for services rendered at the appellate court level) resulting from the construction, repair, replacement, any use, removal, maintenance or compliance requirements under this Agreement and/or the Transit Station. AGREED TO by the parties hereto as of the date first above written. West Vero Cros ' gs, LLC By: West Vero r, LLC, Manager By: AB Vero, - anager By: IT/ \ Print N e: f1Ylllrlul drOC14 Title: 94AW Date: q l do /2d/ Signatures to continue on following page Page 4 of 7 AGREED TO by the parties hereto as of the date first above written. BOARD OF COUNTY COMMISSIONERS,„.•• mi INDIAN RIVER COUNTY, FLORIDA ss!oA4 - -rr- - Approved: By Jas Col Attest: Jeffrey R. Smith, Clerk of Court and Comptroller By: hmdl3z Deputy Clerk Approved as to form and legal sufficiency 4j” aj William K. DeBraal Deputy County Attorney Page 5 of 7 III—.:RIM., � 1 , SHOPPING f CENTER a 40 387 SF TOTAI_ SHOPPING CENTER IRETAIL D EXHIBIT A I� II I FUTURE DEVEILOPMENa OP -1 I D.eeAd T � I _ I I f1 I FUTURE DEVEROPMEtr}T OP -21 084R. I ' I I _ � I ---- -_ _ 2ND AVE s — — (5.800 TRIPS 1 DAY)-- ---. C* N s V L T I N 41 301 SE Ocean Blvd. Phone: (772) 283-1413 guile 301, Stuart. FL 34994 Fax: (772) 220-7881 o a...81 c w lmooaa. m Ood 41. Pa .: — OR* DWVM*e M&4 PROPOSED BUS SHELTER BUS SHELTER EXHIBIT Page 6 of 7 u n n(� I n 0Qw 00 o LU o ry r � J � EXISTING SIGNAL - -- ip WEST VERO CROSSINGS Indian River County, FL Scale: V-100' May, 5 2021 EXHIBIT B- SKETCH BAYLINE SHELTER SPECIFICATION lit k 32400 "uslOal Dr Ma:k3m Hegm. W 48071 • p, (313; 3534393 F (3t3) 39394&4 www8RA=0.mm - WW0braac0,= C- 21,M Braw lmmfflovt Irr 41 F" wasp 1 18 Page 7 of 7