HomeMy WebLinkAbout2022-018LICENSE AGREEMENT
THIS LICENSE AGREEMENT for a portion of the South Prong Preserve
Conservation Area "Ryall House" located at 7780 85th Street, Vero Beach, FL 32967
("License Agreement") is entered into this 1st day of February , 2022 by and
between INDIAN RIVER COUNTY, a political subdivision of the State of Florida
("County") and Friends of St. Sebastian River, Inc., a Florida not-for-profit corporation
("FSSR').
Witnesseth That:
WHEREAS, Friends of St. Sebastian River, Inc. (FSSR) is a 501(c)3 non-profit
organization dedicated to maintaining and improving the health and beauty of the St.
Sebastian River and its watershed; and
WHEREAS, the County purchased the South Prong Slough containing the Ryall
and Slough parcels in 2006 and 2007, respectively, with environmental bond funds with
cost -share assistance from the Florida Communities Trust; and
WHEREAS, the County and FSSR would like to work cooperatively to provide
site management and educational programming,
NOW THEREFORE, in consideration of the mutual covenants and promises
herein contained and other good and valuable consideration, and intending to be legally
bound, the County and FSSR agree as follows:
1. RECITALS. The above recitals are true and correct and incorporated herein by
reference.
2. TERM OF LICENSE. The initial term of this License Agreement shall be 3
years commencing on this 1st day of February 2022, and terminating on
February 1 , 2025 (the Initial Term"). This License Agreement will be may be
renewed for 3 year periods, unless terminated.
3. DESCRIPTION OF PREMISES. The County hereby grants a license to the
FSSR, the two-bedroom "Ryall" home located at 7780 85" Street, Vero Beach, FL
32967 as depicted in Exhibit "A" ("Premises").
4. USE. FSSR shall occupy and use the Premises only for its operations related to
the FSSR and for cooperative educational programming and volunteer efforts
related to the Sebastian River and its watershed, and for no other purpose
whatsoever without County's prior written consent, which consent shall not be
unreasonably withheld.
5. UTILITIES. The FSSR shall pay for and provide utility services including any
necessary internet, phone, security, and electric service at the Premises. FSSR
shall be responsible for all hardware, software, equipment, material, labor and
installation costs associated with the data connection.
6. FSSR MONTHLY SCHEDULE. By the 15t` day of every month, FSSR shall
provide County with a monthly schedule of office hours, meetings and educational
programs for the upcoming month. FSSR shall provide County with 1 days'
notice of any cancellations or changes to the schedule.
7. FSSR EDUCATIONAL PROGRAM REQUIREMENT. FSSR shall provide
at least 12 educational programs per year on the Premises. Such programs may
include volunteer work days. Such programs and volunteer days shall be reported
to the County on a monthly basis with the number of attendees, hours volunteered,
and program/event attended.
8. MAINTENANCE AND REPAIRS. County shall maintain in good repair the
appliances, roof, structural components and exterior walls, roof and porches of the
Ryall House, as well as the HVAC, electrical and plumbing systems (including
maintenance and repair of the septic system). FSSR shall maintain the Premises in
a safe, clean and attractive condition, and shall make all necessary minor repairs
so that the Premises is maintained during the term of the License Agreement in
substantially the same condition as it was given at the beginning of the license.
FSSR shall surrender the Premises at termination or expiration of the License
Agreement, in substantially the same condition as they were at the beginning of
the License Agreement, reasonable wear and tear excepted. FSSR will notify the
County immediately upon any major repairs needed and will keep a log of all
minor repairs made by the FSSR and/or volunteers.
9. FURNITURE. FSSR shall be responsible for supplying any furniture for the
Ryall House.
10. MOWING. County shall mow the grounds of the Premises on a bi-weekly basis,
weather permitting.
11. IMPROVEMENTS. FSSR shall not make or allow to be made any alterations,
additions or improvements in or to the Premises, without obtaining the prior
written approval of the County, which consent shall not be unreasonably withheld,
delayed or conditioned. FSSR shall deliver to the County a copy of the
construction plans and specifications for all alterations, additions or
improvements which FSSR proposes to make in or to the Premises. Except as
specifically provided herein, FSSR agrees that all approved work shall be done in
a good and workmanlike manner, at FSSR's sole cost and expense, and that the
structural strength and integrity of any structure on the Premises shall not be
impaired in any way. FSSR shall obtain, at FSSR's expense, all necessary permits
and approvals from governmental authorities for the commencement and
completion of any such alterations, additions and improvements and shall furnish
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evidence of such approval to the County prior to the commencement of
construction or installation of any such alterations, additions and improvements.
All alterations, additions or improvements shall be constructed in accordance with
all applicable building codes, laws and regulations. All of FSSR's alterations,
additions and improvements shall be deemed to be a part of the Premises, and
FSSR shall be obligated to maintain and repair the same. All alterations,
additions and improvements in or to the Premises shall, when made, become the
property of the County and shall be surrendered to the County upon the
termination of this License Agreement, whether by lapse of time or otherwise.
FSSR shall indemnify, hold harmless and defend the County from and against any
and all claims, losses, liabilities, costs, damages and expenses (including court
costs and attorneys' fees at or before the trial level and in any appellate
proceedings) arising out of or relating to any alterations, additions or
improvements made by FSSR in or to the Premises (notwithstanding County's
prior written consent thereto. As used in this section, an alteration, addition and
improvement shall mean a structural change or fixture attached to any building
such that it becomes a part of the building.
12. CONSTRUCTION LIENS. FSSR agrees that it will make full and prompt
payment of all sums necessary to pay for the costs of all repairs and permitted
alterations, additions, improvements, changes and other work done by FSSR in or
to the Premises and further agrees to indemnify, save harmless and defend the
County from and against any and all costs and liabilities, including reasonable
attorney's fees incurred by the County and against any and all construction,
materialmen's, laborers' and other statutory or common law liens which may be
asserted, claimed or charged against all or any part of the Premises arising out of
or from such work. Notwithstanding anything to the contrary set forth in this
License Agreement, in no event shall the interest of the County in all or any part
of the Premises be subject to any construction, materialman's, laborers' or other
statutory or common law lien for improvements or work made or done by or at the
instance of FSSR, whether or not the same shall be made or done with the consent
of the County or by agreement between Lessee and the County. All persons
dealing with or contracting with FSSR or any contractor of FSSR are hereby put
on notice of the foregoing provision. In the event any notice, claim or lien shall
be asserted or recorded against the interest of the County in the Premises on the
account of or extending from any improvement or work made or done by or at the
instance of FSSR, or any person claiming by, through or under FSSR, or from any
improvement or work the cost of which is the responsibility of FSSR, then FSSR
agrees to have such notice, claim or lien canceled, discharged, released or
transferred to other security in accordance with applicable Florida Statutes within
thirty (30) days after notice to FSSR by the County, and in the event FSSR fails to
do so, FSSR shall be considered in default under this License Agreement. FSSR
agrees to join the County, at County's request, in the execution of a short form of
license, pursuant to section 713.10, Florida Statutes, to be recorded in the Public
Records of Indian River County, Florida for the purpose of giving constructive
notice of the provisions of this subparagraph.
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13. ACCESS TO RYALL HOUSE. FSSR shall allow County access to the Ryall
House at any time. However, FSSR will have one locked room in the Ryall
House for office equipment and any other valuables, which County can access
upon prior notice to FSSR, unless access is necessary due to an emergency.
14. PARKING. FSSR parking on the Premises shall be limited to the front yard and
side yard of the Ryall House. No parking shall be permitted in the drain field.
15. OVERNIGHT USEAGE. FSSR and the County agree that some overnight stays
by volunteers or contractors hired by either party may be mutually beneficial.
Such overnight stays shall be limited to a duration of no longer than 14 nights, and
shall require written approval by both parties. The volunteer(s) and/or
contractor(s) must be performing a function for either the County and/or FSSR,
i.e. volunteer work related to a County conservation area, cleanup effort;
contractor who is provided a service for IRC/FSSR whereby the overnight stay
reduces the cost of services provided; organized educational volunteer groups like
Alternative Breaks, DEP Volunteer Corps. A donation to the FSSR shall be made
per person, per night to cover the cost of additional electric and minor wear and
tear as a result of the stay. Overnight guests shall have the responsibility to leave
the premises clean and in the same or better condition as when they arrived.
16. USE OF HERBICIDES. FSSR acknowledges that County uses herbicides on
the Premises and agrees that FSSR and its members will not disparage County for
such herbicide use.
17. ASSIGNMENT OR TRANSFER. FSSR shall not assign or transfer any part of
this License Agreement or the Premises, without the prior written consent of the
County.
18. TERMINATION OF LICENSE. This License Agreement may be terminated
for convenience by either parry with sixty (60) days' written notice. Either Party
may terminate this License Agreement for cause when there is an event of default
by the other Parry. An event of default shall occur if either party fails to perform a
material obligation under this License Agreement and such failure is not cured
within thirty (30) days after written notice of the default is provided by the non -
defaulting Party to the defaulting Party.
19. ANNUAL APPROPRIATION. This License Agreement is subject to annual
budget and/or appropriation by the Board of County Commissioners and staffing
allocation by the County Administrator.
20. NOTICE. Any notice required by this License Agreement, or which either party
may desire to serve upon the other, shall be in writing and shall be deemed served
when hand delivered, or when actually received via U.S. Mail, postage prepaid,
return receipt requested, addressed to County at:
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Lessor: Friends of St. Sebastian River, Inc.
PO Box 284
Roseland, FL 32957
County: Indian River County Board of County Commissioners
Parks & Recreation
Conservation Lands Program
5500 7711 Street
Vero Beach, Florida 32967
The above addresses may be changed by either party by written notice to the other party.
21. TIME OF THE ESSENCE. Time shall be of the essence with respect to each
and every matter set forth herein.
22. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT,
WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT
QUANTITIES, MAY PRESENT HEALTH RISK TO PERSONS WHO ARE
EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED
FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS
IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND
RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY HEALTH
UNIT.
23. VENUE AND GOVERNING LAW. Any and all suits for breach of this License
Agreement shall be instituted and maintained in a state or federal court of
competent jurisdiction having jurisdiction over Indian River County, Florida. This
License Agreement and any questions concerning its validity, construction and
performance shall be governed by the laws of the State of Florida.
24. SEVERABILITY. In the event that any provision of this License Agreement
shall, for any reason, be determined to be invalid, illegal, or unenforceable in any
respect, the Parties shall negotiate in good faith and agree to such amendments,
modifications or supplements of, or to, this License Agreement or such other
appropriate changes as shall, to the maximum extent practicable in light of such
determination, implement and give effect to the intentions of the Parties as
reflected herein, and the other provisions of this License Agreement shall, as so
amended, modified, supplemented, or otherwise effected by such action remain in
full force and effect.
25. INSURANCE. FSSR shall obtain and maintain the minimum following insurance
types, coverages and amounts as stated below:
a) Commercial General Liability — No more restrictive than ISO Form
CG0001 (including property damage, personal injury, products / comp.
ops. agg., premises, operations, and blanket contractual liability)
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$500,000 Each Occurrence
$500,000 Products & Completed Ops Aggregate
$500,000 Personal Injury and Advertising
$500,000 General Aggregate
$50,000 sublimit Fire legal liability
The County and County's members, officials, officers, employees and
agents, shall be named as additional insureds under all of the above
Commercial General Liability coverage.
b) Automobile Liability (all automobiles -owned, hired or non -owned) -
$500,000 Combined Single Limit
C) In the event the FSSR hires employees or is otherwise required to carry
workers' compensation insurance, the FSSR will provide evidence of
workers' compensation insurance or exemption as required by Florida
Workers Compensation Law as defined in Chapter 440, Florida Statutes.
The FSSR will assume responsibility for FSSR's discretion in confirming
that all of FSSR's contractors or subcontractors engaged in work have the
appropriate workers' compensation coverage. Such evidence will include
evidence of workers' compensation benefits and employer's liability
insurance for the following minimum limits of coverage:
Workers Compensation - Florida Statutory Coverage
Including coverage for any appropriate Federal Acts (e.g. Longshore and
Harbor Workers Compensation Act, 33 USC §§ 901-952, and the Jones
Act, 46 USC §§ 688 et seq.) where activities include liability exposures for
events or occurrences covered by Federal statutes.
Employer's Liability $100,000 Each Accident
$500,000 Disease Policy Limit
$100,000 Each Employee/Disease
d) In the event that any services or activities of a professional nature are
provided,
Professional Liability (Errors and Omissions) - $1,000,000 Each
Occurrence/Claim
(e) Primary and Non -Contributory — FSSR's insurance will apply on a
primary basis and will not require contribution from any insurance or self-
insurance maintained by the County.
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(fj Deductibles — The deductibles of the insurance policies applicable to the
use of the Premises shall be deemed customary and the responsibility of
FSSR and any named insureds.
(g) Additional Insured — FSSR's insurance, except workers' compensation
and any additional coverages where it is unavailable, will name the Board
of County Commissioners of Indian River County and County's members,
officials, officers, employees and agents, as additional insureds under all
insurance coverages required for the use of the Premises.
(h) Reporting Provision — FSSR's insurance shall be provided on an
occurrence form. In the event that coverage is only available on a claims
made form, the FSSR shall agree to maintain an extended reporting
coverage for a minimum of two years past the expiration of the annual
policy term.
(i) Duration — Notwithstanding anything to the contrary, FSSR's liabilities
intended to be covered by the insurance coverage(s) required under this
section shall survive and not be terminated, reduced or otherwise limited
by any expiration or termination of particular policies for insurance
coverages.
(j) Financial Responsibility — FSSR shall obtain insurance by an insurer
holding a current certificate of authority pursuant to Chapter 624, Florida
Statutes, or a company that is declared as an approved Surplus Lines
carrier under Chapter 626, Florida Statutes. Such insurance shall be
written by an insurer with an A.M. Best Rating of A -VII or better.
(k) Evidence of Financial Responsibility — FSSR must provide a certificate of
insurance to the County's Risk Manager, demonstrating the maintenance
of the required insurance including the additional insured endorsement, no
later than 10 days after this License Agreement is executed. Upon written
request, FSSR shall make its insurance policies and endorsements
available to the County's Risk Manager. The County's Risk Manager
shall approve the FSSR's insurance if it complies with this License
Agreement's requirements, including, if any, additional insurance
coverages deemed necessary by the Risk Manager. No material alteration
or cancellation, including expiration and non -renewal of FSSR's
insurance, shall be effective until 30 days after receipt of written notice by
the County from FSSR or FSSR's insurance company.
(1) Discretionary Authority — Depending upon the nature of any aspect of the
use of the Premises and its accompanying exposures and liabilities, the
County may, at its sole option, require additional insurance coverages not
listed above, in amounts responsive to those liabilities, which may or may
not require that the County also be named as an additional insured.
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26. INDEMNIFICATION. FSSR shall defend, protect, hold harmless and
indemnify the County, its Commissioners, directors, officers, employees, and
agents and contractors of any tier, or any of them (the "County Indemnified
Persons") from and against any cost, expense, loss, claim or liability whatsoever,
including the cost of attorneys' fees and appeals, for injury to any person or loss
or damage to any property arising out of: (a) the negligence or wrongful
misconduct of FSSR, its directors or partners (as applicable), officers, employees,
other agents or contractors of any tier; (b) the failure of or by FSSR, its directors
or partners (as applicable), officers, employees, other agents or contractors of any
tier to comply with applicable law or regulations of federal, state or local
governments; (c) the performance or failure to perform of the FSSR under this
License Agreement; and (d) any breach by FSSR of any representation or warranty
made in this License Agreement. FSSR is not required to hold harmless or
indemnify any County Indemnified Person for any cost, expense, loss, claim or
liability to the extent caused by any County Indemnified Person's negligence or
reckless misconduct.
27. ENTIRE AGREEMENT. This written License Agreement shall constitute the
entire agreement of the parties with respect to the Premises and the County's
occupancy of the Premises. No other statement, representation or prior agreement
shall have any force or effect, unless set forth herein.
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IN WITNESS WHEREOF, the undersigned have affixed our iarids t FN
Vero Beach, Indian River County, Florida, as of the day and year first ati oue
BOARD OF COUNTY COMMISSI P�
OF INPIAN RIVER COUNTY, FLOI
By: % ....
Peter D. O'Bryan, Chairman
Approved by BCC: February 1 , 2022.
ATTEST:
By:1:auP - V02X,
Jeffrey R. Smith,
Clerk of Court and Comptroller
By:��
Witnessed by: Friends of St. ebastian River, ldc.
signature l� tCJ
printed name: p ri M 1
signature:
printed name:
Approved as to form and legal sufficiency:
County Attorney