Posner Park LLP Agreement Transit Stop.pdf - Polk County

LICENSE AGREEMENT
FOR A TRANSIT STOP IN THE VICTOR POSNER CITY CENTER BETWEEN
POLK COUNTY AND POSNER PARK RETAIL, LLP
This License Agreement (“AGREEMENT”) is entered into this ____ day of
___________________, 2013, by and between Polk County , a political subdivision of the
State of Florida, whose address is 330 West Church Street, Bartow, Florida 33830 (hereinafter
referred to as “POLK COUNTY”), and the Posner Park Retail, LLP, 2001 Ross Avenue, Suite
3400, Dallas Texas 72501-2960 (hereinafter referred to as the “OWNER”). The OWNER and
POLK COUNTY are hereinafter referred to individually as a “Party” or collectively as the
“Parties”.
WITNESSETH:
WHEREAS, the OWNER owns Parcel No. 272607-701260-000030 in the Victor
Posner City Center adjacent to the right-of-way for Victor Posner Boulevard between U. S.
Highway 27 and Grandview Parkway; more particularly described in the Victor Posner City
Center Commercial Tracts 2 and 3 in Plat Book 148, Pages 32-38 (hereafter known as the
“PROPERTY”); and
WHEREAS, Florida Department of Transportation granted a Level of Service
Variance to POLK COUNTY for U. S. Highway 27 which included a requirement that the
COUNTY implement a transit route in the northeast part of Polk County to reduce the amount
of traffic on U. S. Highway 27; and
WHEREAS, POLK COUNTY is implementing Bus Route 427 from U. S. Highway
192 to Haines City along U. S. Highway 27 with transit stops in the Victor Posner City
Center; and
WHEREAS, the OWNER has an interest in providing multiple transportation modes
to reduce the amount of traffic on adjacent roads and to provide transportation options for the
customers and employees which shop and work at the retail businesses in the Victor Posner
City Center; and
WHEREAS, it has been determined by POLK COUNTY that it is in the interest of
the public health, safety and welfare for the COUNTY to enter into this AGREEMENT
because the public infrastructure improvements related to the U. S. Highway 27 Transit Route
enhance the public transportation network in the Northeast Polk County geographic area
(including the alleviation of the transportation blight condition in the North Ridge Community
Redevelopment Area); and
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WHEREAS, the Parties hereto now desire to enter into this AGREEMENT to
evidence POLK COUNTY’s and OWNER’s consent to allow the transit travel and stops in
the Victor Posner City Center.
NOW, THEREFORE, in consideration of the mutual promises and other
considerations contained herein, the Parties hereto agree as follows:
1. The foregoing recitals are incorporated herein by reference as if recited in full
and serve as factual stipulation upon which the Parties agree is the basis for this
AGREEMENT.
2. POLK COUNTY has contracted with the Central Florida Regional
Transportation Authority, doing business as Lynx, to provide service on this route which has
been identified as Route 427, and service began on December 17, 2012.
3. There will be three transit stops in the Victor Posner City Center and the
general locations for these stops are shown on Exhibit A.
4. POLK COUNTY has constructed, within the Right-of-Way of Victor Posner
Boulevard, three transit stop landing pads and sidewalks for pedestrian access to and across
Victor Posner Boulevard to get on and off the buses. The signage, landing pads and
sidewalks have been constructed in accordance with applicable building standards, and other
applicable local, state and federal rules and regulations. The sidewalk meets building
standards and associated widths match the widths of the existing sidewalks in the surrounding
area of the landing pads. Construction of these landing pads and adjacent sidewalks was
completed in December, 2012.
5. Due to limitations in the Victor Posner Boulevard right-of-way, the OWNER
agrees to execute a license agreement to allow Transit Shelter No. 1 and associated facilities
(Site No. 1 in Exhibit A) to be constructed on the PROPERTY as shown in EXHIBIT B).
This transit shelter; and associated facilities shall be constructed in accordance with
applicable local, state and federal rules and regulations. POLK COUNTY is required to bid
the acquisition and construction of these transit shelters, and pads to meet applicable
governmental purchasing requirements. The specific design of the transit shelter and pad
shall be based on the request and responses received by POLK COUNTY through the
competitive bidding process. The transit shelter associated facilities will also include a bench,
trash receptacle, bike rack.
6. POLK COUNTY and the City Center Community Development District (City
Center CDD) are in agreement that the transit shelters design and size shall be mutually
agreeable to POLK COUNTY and the City Center CDD, prior to starting pad construction or
shelter installation. In general, the transit shelters shall be (i) approximately 12 feet long and
8 feet wide; (ii) have a barrel – vaulted style roof with a reflective surface on the underside;
(iii) the roof ends shall be open for ventilation and shall have the potential to support
illustrative attachments or artwork; and (iv) the transit shelter shall have energy-efficient
lighting that is capable of being powered by solar energy. The concrete pad for the shelter
will be of sufficient size to properly install the shelter and capable of in-pad lighting. A bench,
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trash receptacle and bike rack shall be included in the transit shelter area. The transit shelter
and concrete pad shall meet all applicable local, state and federal rules and regulations.
7. POLK COUNTY shall maintain the signage, transit shelters and shelter pads in
a suitable and safe condition, consistent with the surrounding area. POLK COUNTY and the
City Center CDD intend to enter into an agreement in which the City Center CDD will
maintain the sidewalk, grasses and vegetation adjacent and surrounding the transit shelters
and pads, consistent with the surrounding area. The City Center CDD shall also be
responsible for picking-up the litter and emptying the trash receptacles at the transit shelter
locations.
8. All notices required or permitted under this agreement shall be given to the
Parties by certified mail, return-receipt requested, hand-delivery or express courier, and shall
be effective upon receipt.
9. Notices shall be sent to the Parties at the addresses set forth below:
Notice to Posner Park Retail, LLP:
Posner Park Retail, LLP
2001 Ross Avenue, Suite 3400
Dallas, Texas 72501-2960
With Copy to:
Posner Park Retail, LLP
C/O of Coleridge Corporation
3310 Lake Ridge Lane
Weston, Florida 33332-2507
Attn: Ms. Brenda Nestor
Notice to COUNTY:
With Copy to:
Polk County Transit Services
1290 Golfview Avenue, Suite 264
Drawer HS09
Bartow, FL 33830
County Attorney
Polk County Board of County Commissioners
330 West Church Street
Bartow, FL 33830
Each Party to this Agreement may, by written notice to the other, change the
address to which notices are to be sent.
10. To the extent allowed by Section 768.28, Florida Statutes, POLK COUNTY
agrees to indemnify and hold harmless the OWNER , and its successors and assigns, from any
and all liability for regulatory violations, fines, costs, damages or claims for damages arising
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out of the design, construction, operation and maintenance of Bus Route 427, transit shelters,
pads and associated facilities resulting therefrom. Nothing herein either express or implied
shall be deemed a waiver of POLK COUNTY’s sovereign immunity under Section 768.28,
Florida Statutes. None of the Parties shall be responsible for any kind of regulatory violation,
fine, cost, damage or claim for damages caused by or arising out of, in whole or in part, any
other Party’s negligent conduct.
11. The effective date of this AGREEMENT shall be the last date in which this
AGREEMENT is executed by one of the Parties (hereinafter known as “EFFECTIVE
DATE”).
12. This AGREEMENT and the rights and obligations of POLK COUNTY and
OWNER hereunder shall be interpreted, governed by, construed under, and enforced in
accordance with the applicable laws of the State of Florida, and the Laws of Polk County, and
any amendments thereto in effect as of the EFFECTIVE DATE of this AGREEMENT.
13. Each Party shall bear its own expense for any litigation resulting from this
AGREEMENT, which shall include but not be limited to attorney fees and applicable courts
costs, including appellate proceedings.
14. If any section, phrase, sentence or portion of this AGREEMENT is, for any
reason, held to be invalid by any court of competent jurisdiction, such portion shall be deemed
as a separate, distinct, and independent provision, and such holding shall not affect the
validity of the remaining portions hereof.
15. This AGREEMENT shall be binding upon and inure to the benefit of all
successors and/or assigns of the Parties hereto.
16. This AGREEMENT contains the entire understanding between the Parties and
the Parties agree that no representation was made by or on behalf of either that is not
contained in those agreements, and that in entering into this AGREEMENT none relied upon,
or were entitled to rely upon, any representation not herein specifically set forth.
17. This AGREEMENT may be signed in counterparts, each of which, taken
together, shall be deemed an original hereof.
18. This AGREEMENT shall not be modified in any way, unless such
modifications are mutually agreed to by the Parties and are in the form of a written
amendment that is properly executed by the authorized representatives for each Party hereto.
19. This AGREEMENT shall be filed with the Clerk of the Circuit Court for Polk
County, Florida, pursuant to Florida Statutes, Section 163.01(11).
20. This AGREEMENT shall remain in effect for a term of three (3) years from
the EFFECTIVE DATE and may be renewed for additional three (3) year terms if agreed to in
writing by the parties hereto prior to expiration of the term in effect at the time of renewal.
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21. This AGREEMENT may be terminated as follows:
A. In the event that Route 427 is terminated or modified and stops at the
Victor Posner City Center are no longer needed, POLK COUNTY may terminate this
AGREEMENT by giving written notice to the OWNER thirty (30) days in advance of such
termination. In the event that POLK COUNTY terminates this AGREEMENT it shall, prior to
the termination date, remove all improvements, including transit shelters and landing pads,
and shall restore the Right-of-Way to the condition existing prior to this AGREEMENT.
B. By the OWNER, by giving written notice to POLK COUNTY one
hundred twenty (120) days in advance of such termination so that alternative bus stop
facilities may be located and constructed for use by the public. In the event that the OWNER
terminates this AGREEMENT, POLK COUNTY shall have the right, prior to the termination
date, to remove all improvements, including transit shelters and landing pads, and shall
restore the Right-of-Way to the condition existing prior to this AGREEMENT.
(Signature blocks appear on the following pages.)
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IN WITNESS WHEREOF, POLK COUNTY hereto, through their duly authorized
representative, has made and executed this AGREEMENT on the day(s) and year set forth
below.
DULY PASSED AND ADOPTED BY THE POLK COUNTY BOARD OF COUNTY
COMMISSIONERS, THIS _________ DAY OF ______________, 2013.
(SEAL)
BOARD OF COUNTY COMMISSIONERS OF
POLK COUNTY
ATTEST:
Stacy M. Butterfield, County Clerk
By:
Melony M. Bell, Chair
By:
Deputy Clerk
Date: ____________________________
Approved by County Attorney
As To Form and Legal Sufficiency
By:
Date: ______________________________
(Signature blocks appear on the following page.)
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IN WITNESS WHEREOF, the OWNER has made and executed this AGREEMENT on the
respective date, signing by and through its Authorized Representative to execute same by
action of the OWNER on the ___ day of ______________, 2013.
WITNESSES
POSNER PARK RETAIL, LLP
Signature
Signature
_____
________________________
Print Name
________________________
Signature
_____________________________
Print Name
_____________________________
Title
________________________
Print Name
STATE OF _______________
COUNTY OF _____________
The foregoing instrument is hereby acknowledged before me this ____ day of
__________________, 2013, by _____________________________, as
___________________ of Posner Park Retail, LLP, on behalf of the LLP. He/She is
personally known to me or has produced __________________ as identification.
NOTARY PUBLIC:
My Commission Expires:
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LIST OF EXHIBITS
EXHIBIT A
GENERAL LOCATION TRANSIT STOPS
EXHIBIT B TRANSIT STOP NO. 1
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EXHIBIT A
GENERAL LOCATION TRANSIT STOPS
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EXHIBIT B
TRANSIT STOP NO. 1
Green Area
Orange Area
Blue Area
Right-of-Way Boundary
Notes:
1. Green Highlighted Area: initial construction includes signage, and the landing
pad between the road and sidewalk within the existing right-of-way.
2. Blue Highlighted Area: the sidewalk between the existing sidewalk and the
parking lot is beyond the existing right-of-way.
3. Orange Highlighted Area: the transit shelter and pad will be constructed at a later
date when the information has been received from the bidders and a contractor is
selected. The transit shelter and pad are to be determined by the governmental
bidding process and mutually agreed to by the Parties.
4. Blue and Orange Highlighted Areas: the transit shelter and pad, and sidewalk to
be constructed on adjacent land to the Posner Boulevard right-of-way, based on
the Agreement with the OWNER.
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