Loading...
HomeMy WebLinkAbout2026-194A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK INDIAN RIVER COUNTY, FLORIDA LICENSE AGREEMENT FOR NON-EXCLUSIVE USE OF COUNTY REAL PROPERTY VERO HERITAGE, INC. NO. This LICENSE AGREEMENT FOR NON-EXCLUSIVE USE OF COUNTY REAL PROPERTY (hereinafter "Licensee") is made and entered into as of the 6th day of October , 2026 (hereinafter "Effective Date"), by and between the INDIAN RIVER COUNTY, whose mailing address is 1801 27th Street, Vero Beach, FL 32960 (hereinafter "County"), and VERO HERITAGE, INC., a Florida not for profit corporation, whose mailing address is 2140 14`h Avenue, Vero Beach, Florida 32960 (hereinafter "Licensee"). County and Licensee may also be referred to herein individually as a "Party" or collectively as the "Parties." WITNESSETH: That for and in consideration of the full, faithful, and timely perfomlance of and compliance with all terms and conditions stated herein, the County does hereby license to Licensee use of certain County real property described as follows: Those certain portions, as designated by the County, of the designated areas located as listed in Attachment "A," attached hereto and incorporated herein (hereinafter "Licensed Area" ). TO HAVE THE NON-EXCLUSIVE USE OF the Licensed Area for the limited purposes stated herein from the Effective Date to the tenrmination date of this License. The terms and conditions on and for which this License is granted are as follows: 1. NON-EXCLUSIVE USE OF PREMISES: Licensee is hereby authorized to use the Licensed Area for the purposes of erecting outdoor graphic art (works of art) signs for the Indian River Citrus Crate Label Trail, by Vero Heritage, Inc., a not for profit organization, as approved by INDIAN RIVER COUNTY, at the areas located as listed in Attachment "A," The use of the Licensed Area is subject to the approval of and meeting the conditions of all regulatory requirements of Indian River County, the State of Florida, and their agencies having jurisdiction, including, but not limited to, all pertinent provisions of Indian River County Land Use Regulations and Code of Ordinances. All of the foregoing shall be subject to all terms and conditions of this License Agreement. Indian River County retains the sole and absolute right and authority to determine whether any proposed or actual use of the Licensed Area is within the uses contemplated and allowed pursuant to applicable law. Each sign licensed herein and set forth on Attachment "A" shall not exceed ten (10) feet in height and four (4) feet in width and no more than sixteen (16) square feet of graphic art and s h a 1 1 b e located in an area that will not interfere with or be a hazard to pedestrian or vehicular travel. Licensee shall have access and use of only the Licensed Area as designated by the County. This License grants no additional rights to any of the non -identified areas contained in Exhibit A. The County shall have sole discretion to identify and located the Licensed Area at each County facility. 2. TERM: The term of this License shall be approximately three (3) years commencing on the A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Effective Date, (hereinafter the "Term"). Indian River County and Licensee may, by mutual agreement in writing, renew this License for any additional term(s) (hereinafter "Renewal Term(s)". Should Licensee desire to renew this License for a Renewal Term, Licensee shall provide to Indian River County its written request to renew at least ninety (90) days prior to the end of the Term or Renewal Term, otherwise the License shall automatically terminate. Such renewal shall require approval by Indian River County's County Commission. 3. LICENSE AND USE FEES: License and use fees are waived during the Term of this License. 4. EXTENT OF USE: The License is granted to the Licensee to occupy and use the Licensed Area only for those purposes and activities specified herein, subject to the public's right of passage and as conditioned by all regulatory entities and agencies, permits, land use approvals, and the provisions of this License. The Licensee shall not: (i) change or add to the approved uses as defined herein; or (ii) change activities in any without first receiving Indian River County's written authorization in the form of a modified license agreement. A modified license agreement may result in the payment of additional fees and the removal of structures, installations, or improvements which no longer qualify for authorization under the modified license. 5. SPECIAL LICENSE CONDITIONS: In addition to all other terms and conditions herein, this License and Licensee's occupation and use of the Licensed Area are further conditioned as follows: (a) Licensee shall, at all times, occupy and use the Licensed Area in such a manner as not to cause or create any conflict with use of the adjacent public roadways. (b) Licensee shall obtain a code compliance permit from the County prior to installation of each sign. Installation of signs shall be coordinated through the Public Works department. 6. SUPERVISION AND CONTROL OF PREMISES: Licensee shall solely be responsible for the installation, and maintenance of the Premises pursuant to the terms and conditions of this License whenever Licensee is occupying or using the Premises. Licensee shall instruct, monitor, supervise, and manage all persons and entities in the use of the Premises consistent with the terms and conditions of this License and all limitations, restrictions, laws, and regulations. Licensee, and not the County, shall have the right and duty to control access to the Premises by such persons and other third parties during occupation and use. Notwithstanding any other term or condition hereof, Licensee shall be deemed for all purposes to be solely in possession and control of the Premises at any and all times Licensee occupation and use has been authorized by Indian River County's County Administrator or Licensee or any employee, representative, agent, guest, contractor, sub -contractor, material supplier, service supplier, or any other invitee of Licensee is occupying or making use of the Premises whether or not authorized under this License. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 7. NUISANCES OR ILLEGAL OPERATIONS: Licensee shall not occupy, use, or maintain the Premises or any part thereof for any purpose or business other than herein specified and authorized by the County unless such proposed use is first consented to in writing by the County and this License Agreement is modified accordingly. Licensee shall not cause or create any nuisances or illegal operations of any kind within or from the Premises. 8. NON-DISCRIMINATION: Licensee expressly agrees that no person, on the grounds of race, color, religion, national origin, age, marital status, gender identity, sexual orientation, disability, or any other characteristic protected by Federal or Florida law, will be excluded from participation in, denied benefits of, denied access to, or be otherwise subjected to discrimination with respect to any activity occurring within the Premises. In the furnishing of services for the installations or improvements, no person, on any of the foregoing grounds, shall be excluded from participation therein, denied the benefits thereof, or be otherwise subjected to discrimination. 9. IMPROVEMENTS AND INSTALLATIONS: Licensee is authorized to construct, install, and maintain within the Licensed Area only those signs ("Installations") authorized hereunder. All Licensee Installations shall be solely at Licensee's expense and risk of loss and shall comport with all applicable building codes, land development and other regulations and codes. No construction, installations, improvements, or equipment of any kind or nature shall be constructed or installed without prior review and written approval by the County, as well as compliance with all other reviews, permits, and approvals required by applicable codes, ordinances, laws, rules, and regulations. Licensee shall be limited to making only those installations and improvements specifically approved by the County in writing pursuant to this License Agreement. Any unauthorized construction, improvements, installations, or equipment on the property are an unlawful encroachment and, upon written notice from the County, Licensee shall, at their own cost and expense, immediately remove such encroachment and repair, clean, and restore the Premises. 10. SIGNS: Licensee may erect the graphic art sign(s) allowed herein and it shall be solely responsible for all maintenance and removal at the end of the Term. 11. PERMITS AND LICENSES: Licensee shall be solely responsible for obtaining and paying the expense for all required governmental, regulatory, and other approvals, permits, inspections, and licenses necessary for Licensee's occupation and use of the Premises and all Licensee's installations and improvements. 12. COMPLIANCE WITH LAWS: Licensee shall at all times, in Licensee's occupation, use, or improvement of the Premises, comply with all applicable Federal and Florida statutes, and all administrative rules and regulations promulgated thereunder, as well as all applicable County and County local laws, codes, and regulations. 13. MAINTENANCE: COUNTY RIGHT TO INSPECT: Licensee shall be solely responsible, at its own expense, for inspecting and maintaining the Licensed Area in good condition and keeping Licensee's Installations in a good state of repair and in a safe and presentable condition. The County shall have no responsibility for maintenance or repair of Licensee's Installations whatsoever. The County, its officers, and employees shall have the right, but not the obligation, to inspect the Licensed Area and Licensee's Installations at any time to confirm compliance with the terms of this License and otherwise A TRUE COPY CERTIFICATION ON LAST PAGE 'YAN L. BUTLER, CLERK in performance of their official duties. The County may remove the installations if Licensee fails to properly maintain the installations. 14. UTILITIES AND OTHER SERVICES: Licensee shall not be allowed to install any utilities or other services under this License. 15. REFUSE REMOVAL: Licensee shall be solely responsible at its own expense for providing prompt removal from the Premises and proper disposal of all refuse, garbage, debris, trash, and other discarded materials and shall not allow an accumulation thereof on or in the Premises. 16. TAXES AND ASSESSMENTS: Licensee shall be solely responsible for and pay to the appropriate authority by the due date all taxes, fees, assessments, and other charges legally imposed or accruing against the Premises, the installations and improvements, or Licensee's interests under this License Agreement or the License granted, which, for purposes of example only, may include but are not limited to ad valorem taxes, non -ad valorem assessments, and intangible personal property taxes. Dispute of any such taxes, fees, assessments, or charges shall be solely the responsibility of Licensee at Licensee's sole cost and expense and Licensee shall indemnify and hold the County harmless for any and all such taxes, fees, assessments, and charges as well as all costs and expenses arising from non-payment or late payment thereof or otherwise from any such dispute, including but not limited to penalties, interest, attorneys' fees, experts' fees, and costs through trial and fmal appeal, and including all such fees and costs incurred in litigating entitlement to and the amount of the fees and costs. "Costs" shall include all costs which are taxable under any applicable statute, rule, or guideline. 17. AGREEMENT NOT A LEASE: The permission granted hereunder is for the occupation and use of public/government property and merely provides such permission, personal to Licensee, to occupy, use, and maintain the Premises and the installations and improvements for the limited purposes specified pursuant to the terms and conditions herein and solely at Licensee's risk and at the County's sufferance and convenience. This License Agreement and the License granted are not intended by the parties to be a lease and it provides Licensee with no leasehold or any other property interest in the Premises and nothing contained herein creates or is intended to create a landlord -tenant relationship. Licensee understands, acknowledges, and agrees that none of the rights or protections afforded to lessees or tenants under the laws of the State of Florida are afforded to Licensee hereunder. Licensee affirmatively and knowingly waives all such rights and protections as inapplicable to this License Agreement and the License granted and Licensee's occupancy and use of the Premises. Licensee shall make no claim of title to or interest in the Premises by reason of the occupancy or use thereof. Licensee is further prohibited from making, or allowing to be made, any claim, including any advertisement, that A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK said Premises, or the occupancy or use thereof, may be purchased, sold, re -sold, leased, rented, licensed, or re -licensed. 18. ASSIGNMENT: This License shall not be assigned, transferred, hypothecated, sold, mortgaged, or otherwise encumbered. Any assignment or other transfer shall be null and void and without legal effect. 19. ASSUMPTION OF RISK; RELEASE AND INDEMNIFICATION: For and in additional consideration of the separate sum of Ten Dollars ($10.00) and other good and valuable consideration paid by County to Licensee, the receipt and sufficiency of which is hereby acknowledged by Licensee, the Licensee agrees as follows: (a) Premises "As Is." Licensee accepts the condition of the Premises "as is" and recognizes and hereby expressly and fully assumes all risks, known and unknown, that arise or might arise directly or incidental to or in any way connected with the condition or use of the Premises. The County has not made and makes no warranty of any kind whatsoever as to the condition of the Premises or the fitness of the Premises for any particular purpose. (b)Release and Indemnification (Premises). Licensee hereby releases and forever discharges the County, its elected officials, officers, employees, and agents (collectively "Released Parties"), and shall defend (with counsel approved by County), indemnify, and hold the Released Parties harmless from and against any and all liabilities, claims, demands, damages, actions, lawsuits, costs, and expenses, of any kind or nature, including but not limited to costs of investigation, attorneys' fees, experts' fees, and costs through trial and appellate proceedings (and including such fees and costs incurred in litigating entitlement to and amount of the fees and costs), arising out of, incidental to, or in any way connected with the condition or use of the Premises, any improvement constructed, installation, or equipment thereon or therein, or otherwise arising under this License Agreement. LICENSEE UNDERSTANDS AND AGREES THAT THIS RELEASE AND INDEMNIFICATION INCLUDES ANY AND ALL CLAIMS BASED ON THE NEGLIGENCE, ACTIONS, OR INACTIONS OF THE COUNTY OR ANY OTHER RELEASED PARTY AND INCLUDES ANY OTHER CAUSE OR CONDITION WHATSOEVER, AND COVERS, BUT IS NOT LIMITED TO, ANY AND ALL CLAIMS FOR BODILY INJURY, DEATH, OR PROPERTY DAMAGE. (c) Indemnification (Occupation and Use): Licensee shall defend (with counsel subject to County approval), indemnify, and hold the Released Parties harmless from and against any and all liabilities, claims, demands, damages, actions, lawsuits, judgments, penalties, losses, costs, or expenses, of any kind or nature, including but not limited to costs of investigation, attorneys' fees, experts' fees, and costs through trial and appellate proceedings (and including such fees and costs incurred in litigating entitlement to and amount of the fees and costs), arising out of, incidental to, or in any way connected with: the use, occupancy, maintenance, condition, or improvement of the Premises or Installations (or any other improvement, installation, or equipment thereon or therein whether or not authorized) by Licensee or any employee, representative, agent, guest, contractor, sub -contractor, material supplier, service supplier, or other invitee of Licensee, or of any of the foregoing, and; any act or omission of Licensee or any employee, representative, agent, • guest, contractor, sub -contractor, material supplier, service supplier, or other invitee of Licensee, or of any of the foregoing; or otherwise arising under this License. Said indemnification includes any damage of any kind or nature to the Premises or any improvements, structures, installations, or equipment thereon or therein. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK (d) Release and Indemnity (Public Improvements and Utilities). Licensee's release and agreement to defend, indemnify, and hold the Released Parties harmless provided for herein shall include any claim for damage suffered by County or any other utility, whether publicly or privately owned or operated. In addition, Licensee waives all claims of any kind or nature whatsoever against the Released Parties for damages that Licensee may suffer by reason of the installation, construction, reconstruction, operation and/or maintenance of any public improvement or utility, whether presently in place or that may in the future be constructed or installed, including but not limited to: any water or sewer mains, lines, pipes, pumps, or other facilities or structures; storm water structures, pipes, or other facilities; County electric lines, conduit, vaults, transformers, or other facilities or structures, and any right-of-way or roadway improvements. Said release includes any damage due to failure of any such utility or installation, natural causes, or from any other cause of whatsoever kind or nature. (e) Claims under Disabilities Laws. Should a regulatory agency, person, organization, or any other third -party or entity make a claim under the Americans with Disabilities Act or other Federal or state law against Licensee or County or any other Released Party, or both Licensee and County or any other Released Party, for an alleged violation of or noncompliance with any such law as to the condition of or access to the Premises, including any installations•or improvements or property thereon or therein (whether or not authorized), or as a result of a Licensee's occupancy or use of the Premises, Licensee shall defend (with counsel approved by County), indemnify, and hold harmless the County and the other Released Parties from any and all expenses incurred in responding to and defending against such a claim, including without limitation the costs of investigation and the fees of attorneys and other advisors and experts, and costs through trial and fmal appeal, and costs incurred for correcting any such violation or noncompliance found to exist, and including litigating such violation or noncompliance and entitlement to and the amount of such recoverable attorneys' fees, advisors' and experts' fees, and costs. (f) Intent and Effect. It is the intent and effect of the provisions contained in this section, and a condition in consideration for granting of this License Agreement and the License hereunder, that Licensee's release and indemnification shall be and include a full, total, and comprehensive release and indemnification of the Released Parties against any kind or nature of claim whatsoever that is or may be asserted by reason of or as a consequence of the County having granted permission to Licensee to occupy, use, improve, and maintain the Premises and the installations and improvements. The provisions of this section are provided as additional separate consideration and inducement for grant of the License hereunder and the License would not have been granted by the County absent the giving of such additional consideration by Licensee. Licensee's release and indemnification obligations shall survive the termination of this License Agreement. Nothing in this License Agreement shall be construed as a waiver of sovereign immunity by the County whether by contract or under any law or regulation. Failure of Licensee to promptly provide the indemnification required herein will be deemed a material breach of this License Agreement which can result in immediate termination notwithstanding any other provision herein. 20. INSURANCE: Licensee shall, at all times during the term of this License and until such time that Licensee no longer occupies or uses any part of the Licensed Area and County has approved and accepted the restored Licensed Area, procure and maintain insurance coverage as provided by Vero Heritage, Inc., at Licensee's sole cost and expense, in such amounts and types of insurance which shall meet or exceed the following minimum requirements: (a) Commercial General Liability. Coverage must be afforded on a form no more restrictive A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK than the latest edition of the Commercial General Liability Policy filed by the Insurance Services Office ("ISO") and must include policy limits of at least $1,000,000 per occurrence/$2,000,000 aggregate. Licensee shall be and remain liable for and pay all policy deductibles, self -insured retention, and other amounts not covered, paid, or reimbursed under the insurance policies, which total combined policy deductibles and retained liability shall not be greater than Licensee's financial ability to promptly pay. Lk) Premises Included, Policy Endorsements. Licensee's policies of insurance for commercial general liability coverage shall be written or endorsed to include the Premises and include "Indian River County" as an additional insured before any occupation or use of the Premises is commenced. Licensee shall cause the additional insured endorsement(s), containing language acceptable to the County, to be provided to the County at least ten (10) days before proposed occupation and use of the Premises and as a condition of approval by Indian River County's Risk Manager of such occupation and use. Such policies shall also be endorsed to provide for: (i) Licensee's carrier's waiver of subrogation in favor of the County; (ii) Licensee's policies as primary and the County's insurance, if any, as non-contributory. If an insurance policy expires or will expire prior to the end of any period of Premises use, renewal endorsements shall be promptly furnished prior to the date of such expiration. ,(c) Certificates of Insurance. In addition to the required policy endorsement(s), Licensee shall cause a certificate(s) of insurance to be provided to the County for all insurance coverage. Certificates shall state the types of coverage provided, limits of liability, and expiration dates, and shall be provided to the County at least ten (10) days before proposed occupation and use of the Premises and as a condition of approval by the County Risk Manager of such occupation and use. If an insurance policy expires or will expire prior to the end of any period of Premises use, renewal certificates shall be promptly furnished prior to the date of such expiration. i,) Licensee Insurance Primary. Licensee's insurance in all instances shall be primary. Any insurance that may be maintained by the County shall be in excess of and shall not contribute with Licensee's insurance. Ue,) Insurance Approval. All insurance documents submitted to the County are subject to County approval for adequacy and protection. All coverage shall be provided by insurance companies authorized to do business in the state of Florida and otherwise satisfactory to the County. f Modification of Insurance Requirements. Recognizing the continuing nature of this License, the County may periodically review the adequacy of the required insurance, its form and type, and the amount of coverage and, notwithstanding any other term or condition of this License, unilaterally modify the insurance requirements of this section by written notice of such amendment to Licensee. Such modifications shall be as found reasonably necessary in the sole discretion of the County. Factors which may be considered by the County include, but are not limited to, changes in generally accepted insurance industry standards and practices, changes in use of the Premises, changes in risk exposure, measurable changes in local and national economic indicators, and changes in County policies and procedures. (g,) Failure to Maintain Insurance. The responsibility and obligation to provide and maintain insurance in the forms, type, and minimum coverage required herein and to maintain effective and proper County additional insured policy endorsements and certificates of insurance is solely Licensee's, which responsibility and obligation continues during the entire period of occupation and use of the Premises, A TRUE COPY CERTIFICATION ON LAST PAGE YAN L. BUTLER, CLERK including all setup, use, and restoration phases. Failure of Licensee to provide and maintain all insurance coverage and effective and proper endorsements and certificates will be deemed detrimental to the public interest, an increased and unnecessary risk to the public and the County, and a material breach of this License which can result in immediate termination notwithstanding any other provision herein and in Licensee being liable for the full amount of any and all claims and losses incurred. 21. COMPLIANCE WITH TERMS AND CONDITIONS: Licensee binds itself, its successors, and permitted assigns to abide by the terms and conditions herein set forth, and said terms and conditions shall be deemed covenants of Licensee and Licensee's successors and permitted assigns. 22. ENFORCEMENT OF PROVISIONS; WAIVER: Any term or condition of this License Agreement may be waived by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this License Agreement, in any one or more instances, shall not invalidate this License Agreement, nor shall such waiver be deemed to be nor construed as a furthering or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this License Agreement or waiver of its performance. Except as otherwise provided herein, the failure of a party to assert any of its rights under this License Agreement or otherwise shal I not constitute a waiver of such rights. A waiver by a party of the time for performing any act shall not constitute a waiver of time for performing any other act or the time for performing an identical act required to be performed at a later time. 23. TERMINATION OR SUSPENSION: The County or Licensee may terminate this License Agreement with or without cause with thirty (30) days' written notice. However, the County may dispense with or reduce the aforesaid notice period should the County determine, in its sole and absolute discretion, that Licensee is in breach of or otherwise has failed to comply with any term or condition of this License Agreement or the public interest or safety requires more immediate termination. In addition, the County Administrator may suspend Licensee's permission to use the Premises if Licensee violates or is otherwise not in full compliance with any term or condition of this License Agreement, any law or regulation, or public or County interest requires such action. Such suspension shall remain in effect until the violation is corrected and compliance is confirmed by the County. However, such suspension shall not be a prerequisite to termination of this License Agreement. In addition to the foregoing, the County may terminate this License Agreement in part or in its entirety, without notice, in conjunction with the granting of a new license to the transferee of Licensee's interest in all or a portion of the real property adjacent to the Premises and accordingly record notice of such termination in the public records at the expense of such new or replacement licensee. Notwithstanding specific mention herein that certain provisions or obligations survive termination of this License Agreement, all provisions and obligations herein the performance of which by their nature extend beyond the date of termination shall survive such termination. 24. PERMISSION GRANTED: Upon termination of this License Agreement, all permission granted hereunder shall cease and terminate. 25. RESTORATION OF PREMISES; COSTS: LIEN: Except as otherwise agreed in writing by the parties, upon notice of termination of this License Agreement, Licensee shall, before the termination effective date and solely at Licensee's expense, vacate the Premises by removing all A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK Licensee installations and improvements, equipment, and personal property (whether or not authorized), and repairing, cleaning, and restoring the Premises to the same condition as existed on the Effective Date, subject to acceptance by the County. If Licensee does not remove said installations, improvements, equipment, and other personal property occupying the Premises by the termination effective date, they shall be deemed forfeited to the County, and the County may cause removal and sell or otherwise dispose of such forfeited property without liability to Licensee and for which removal and disposal of such property Licensee shall release and indemnify the County for any claim arising therefrom pursuant to the release and indemnification provisions of this License Agreement. The County may thereafter or in conjunction with the removal, cause the required restoration of the Premises at Licensee's expense. Such remedy shall be in addition to all other remedies available to the County under applicable laws, rules, and regulations, including the right to compel removal of all installations and any other of Licensee's improvements, equipment, or personal property, and the right to collect from Licensee all actual and administrative costs for such removal and disposal. Licensee shall promptly pay to the County upon demand all such costs incurred by the County under this section. Any and all such costs and fees not reimbursed to the County by Licensee upon demand shall constitute a lien upon Licensee's interests in the real property adjacent to the Premises and such lien shall be deemed a special assessment for a County expenditure specially benefiting such adjacent real property and shall be imposed and enforced as provided by law. The obligations of Licensee under this section shall survive termination of this License Agreement. 26. COUNTY AGENT: Except as otherwise provided herein, the County Administrator shall be the County's agent for administration of this License Agreement on behalf of the County. 27. NOTICES: Any notice required to be given pursuant to this License Agreement shall be in writing and shall be sufficient if: delivered personally; by courier such as FedEx, UPS, or Priority Mail; or by United States First Class registered or certified mail, return receipt requested. Such notices shall be provided to the respective party at their address set forth below. Any notice the delivery of which is refused by the recipient shall be deemed given as of the date it is mailed or sent. Each party shall promptly provide written notice to the other party of any change in their address or their named representative, absent which, notice sent to such address and representative provided herein (as last amended by notice) shall be deemed sufficient. TO COUNTY: Indian River County Attn: County Administrator 1801 27th Street Vero Beach, FL 32960 TO LICENSEE: Vero Heritage, Inc. Attn: President 2140 14th Avenue Vero Beach, FL 32960 28. LICENSEE ORGANIZATION: If Licensee is an entity other than a natural person, Licensee's status as a legal entity shall continuously be in good standing, active, and current with the state of its organization and registration and with the State of Florida, and Licensee shall keep its status active and current throughout the Term. Licensee shall keep the County apprised of its designated officers, directors, partners, managers, and other officials. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 29. NO JOINT VENTURE OR AGENCY: Nothing in this License Agreement or any exhibit or attachment hereto creates or is intended to create an association, trust, partnership, joint venture, or other entity or similar legal relationship among or between the County and Licensee. Neither party is nor shall be deemed the agent or representative of the other party. 30. THIRD -PARTY BENEFICIARIES: The terms and provisions of this License Agreement are intended solely for the benefit of the parties and their respective successors and permitted assigns, and it is not the intention of the parties to confer third -party beneficiary rights upon any other person or entity. 31. ENTIRE AGREEMENT; CAPTIONS: This License Agreement and its exhibits and attachments set forth all the promises, agreements, conditions, and understandings, either oral or written, between the parties. The captions, paragraphs, sections, or letters appearing in this License Agreement are inserted only as a matter of convenience and in no way affect, define, limit, expand, construe, or describe the scope or intent of the sections and paragraphs hereof. 32. AMENDMENTS: Except to the extent otherwise provided herein, no subsequent alteration, amendment, change, or addition to this License Agreement or any exhibit or attachment hereto shall be binding on the County or Licensee unless in writing and signed by both parties and made a part of this License Agreement. Any and all amendments to this License Agreement and any exhibit or attachment hereto shall require written approval of County and must comply with all ordinances, rules, regulations, and statutes in existence at the time of the execution of the modification or amendment. 33. SEVERABILJTY: If any provlslon of this License is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of any party under this License will not be materially and adversely affected thereby, such provision shall be fully severable; this License will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; the remaining provisions of this License will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision; the parties shall negotiate in good faith to restore insofar as practicable the benefits to each party that were affected by such ruling and to include as a part of this License a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as possible. 34. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL: This License Agreement shall be governed by and construed in accordance with the laws of the State of Florida (without giving effect to conflict of law principles) as to all matters, including but not limited to matters of validity, construction, effect, performance, and remedies. Venue for resolution of any dispute arising from or under this License Agreement or its performance shall be in Indian River County, Florida and all actions and proceedings arising from or under this License Agreement or Licensee's occupation, use, maintenance, or restoration of the Premises or otherwise related to the subject matter of this License Agreement shall be in the court of the State of Florida in Indian River County, Florida, which court shall have exclusive jurisdiction for such purpose. Each of the parties hereto irrevocably waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this License Agreement or Licensee's occupancy, use, maintenance, or restoration of the Premises or otherwise related to the subject matter of this License Agreement. This provision is a material inducement for the parties hereto to enter into this License Agreement, and shall survive the termination of this License Agreement. A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 35. ATTORNEYS' FEES: Except as otherwise provided in this License Agreement, in the event there arises between the parties any dispute or litigation, each party shall be responsible for its own attorneys' fees and costs. However, should any claim or litigation against the County arise as to liability for any injury, death, or property damage due to the condition of the Premises or Licensee's occupancy, use, operation, maintenance, or restoration of the Premises, or Licensee's activities or omissions, Licensee shall be responsible for the cost of the County's defense, including but not limited to attorneys' fees, experts' fees, and costs, through and including trial court and appellate proceedings, and proceedings for determination of entitlement to and amount of such fees and costs. IN WITNESS WHEREOF, the parties have executed this License Agreement as of the dates entered below and the respective signatories of the parties whose signatures appear below hereby warrant and represent that they have been and are on the date of execution of this License Agreement duly authorized to execute this License Agreement and bind their respective party. SIGNATURE PAGES TO FOLLOW [Remainder of Page Intentionally Left Blank] A TRUE COPY CERTIFICATION ON LAST PAGE I YAN L. BUTLER. CLERK LICENSEE: ATTEST: VERO HERITAGE, INC., a Florida not for profit corporation Si ned: '� Si ned.CA g By: Preston Perrone By: Brenda Eubanks Bumette Its: Treasurer Its: P eside t Date: T, 9 . Attested: By: STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instruent was acknowedge4 before me by means of physical presence or ❑ online notarization this L day of & Td l( 2026, by BRENDA EUBANKS BURNETTE, the President, and attested by PRESTON PERRRONE, the Treasurer, of VERO HERITAGE, INC., a Florida not for profit corporation, who L10 are. Personally known to me or ❑ have produced as identification. I /r" PU8.. \ Seal: MY COMMISSION EXPIRES 10-11-2028 \ OF F\; . • �g ,, Ryan Butler, Clerk of Courts Sign: Notary Public, State of Flo ,VFlonla at Large Print Name: s 0,04 - / Notary Commission No.: My Commission Expires: BOARD OF COUNTY COMMISSIOr E*S Fs.INDIAN RIVER COUNTY ("County") By: �s' . �. Deryl Loar, Chair '•''��:1. Approved by BCC: October 6 , 2026. Approved as to form and legal sufficiency: By: Christo er icks, Assistant County Attorney Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller putt' Clerk A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK ATTACHMENT "A" Potential Locations of Citrus Crate Label art signs (One at Each Location, unless noted below) PARKS Ambersands Beach Park Oslo Road Boat Ramp Dale Winbrow Park Round Island Oceanside Park Dick Bird Park / South County Park Fran Adams Park / N. Co. Regional Park Golden Sands Beach Park Hobart Ballfields IRC Fairgrounds *Kiwanis Hobart Park (2) Middleton's Fish Camp Park MLK Park Moore's Point CONSERVATION LANDS Indian River Lagoon Greenway Archie Smith Fish House *Captain Forster Hammock Preserve *Jones Pier Conservation Area Kroegel Homestead North Sebastian Conservation Area Oslo Riverfront Conservation Area Sebastian Harbor Preserve Lost Tree Islands Conservation Area *Signs already in place. Round Island Riverside Park Seagrape Trail Beach Access Tracking Station Beach Park Treasure Shores Beach Park Turtle Trail Beach Access Victor Hart Sr. Community Complex *Wabasso Beach Park *Wabasso Causeway Park West Wabasso Park Any additional locations may be added as an addendum to this agreement and need approval as such. STATE OF FLORIDA INDIAN RIVER COUNTY THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE ORIGINAL ON FILE IN THIS OFFICE. c'7. A RYAN L. Bd1 ER, CLERK Il0FL1I11SI'�J/ lMl�" a Anti -Human Trafficking Affidavit (required in every executed, renewed or extended contract) The undersigned, on behalf of the entity listed below, in accordance with Florida Statute 787.06(14) hereby attests under penalty of perjury that the entity does not use coercion for labor or services. As defined in F.S. 787.06(14): "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. "Labor" means work of economic or financial value. "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. Signature Printed Name 7;,,qcs,)/Q2 Title y&, di( Entity Name Date: