Loading...
12/13/2017 Agreement�V couR�l � Kevin Madok CPA Clerk of the Circuit Court & Comptroller — Monroe Count p Y, Florida DATE: December 15, 2017 TO: Kathy Peters, CP County Attorney's Office FROM: Pamela G. Hancock, D.C. SUBJECT: December 13th BOCC Meeting Attached is an electronic copy of the following items, for your handling: 06 Agreement with Tropical Bay Property Owners Association, Inc. for payment of annual fees of $125.00 per lot for maintenance costs related to County owned lots in the subdivision. S5 Extension Agreement of a Contract with Interisk Corp. for insurance consulting services. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: Finance File KEY WEST 500 Whitehead Street Key West, Florida 33040 305 -294 -4641 MARATHON 3117 Overseas Highway Marathon, Florida 33050 305 - 289 -6027 PLANTATION KEY 88820 Overseas Highway Plantation Key, Florida 33070 305 -852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305 -852 -7145 AGREEMENT This AGREEMENT is made and entered into this 13th day of December, 2017, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter "COUNTY," and TROPICAL BAY PROPERTY OWNERS ASSOCIATION, INC., a Florida not for profit corporation, hereinafter "TROPICAL BAY" or "TROPICAL BAY POA," for upkeep and maintenance fees of certain lots in the Tropical Bay Subdivision identified herein. WITNESSETH: WHEREAS, Tropical Bay Subdivision in Big Pine Key, Florida, is a duly recorded subdivision as recorded in Plat Book 4, Page 102 [First Addition]; Plat Book 5, Page 73 [Second Addition]; and Plat Book 5, Page 81 [Third Addition] of the Public Records of Monroe County, Florida; and WHEREAS, County, as part of its density reduction initiative and conservation efforts, is purchasing identified properties in Monroe County to protect property rights, to reduce density, and to reduce the County's potential liability for takings suits; and WHEREAS, County has identified certain lots located in the Tropical Bay Subdivision which qualify for this purpose and has initiated the purchase of seven such lots and anticipates the potential purchase of additional lots in the future; and WHEREAS, the Board of County Commissioners at its April 12, 2017, meeting approved the purchase of two (2) lots identified as 30360 Harding Road, Big Pine Key, Florida, and Block 1, Lot 7, Tropical Bay Second Addition, Big Pine Key, Florida. At its May 17, 2017, meeting, the Board approved the purchase of five (5) lots identified as Block 1, Lot 2, Tropical Bay Second Addition; Block 9, Lot 2, Tropical Bay Third Addition; Block 10, Lot 8, Tropical Bay Third Addition; Block 11, Lot 10, Tropical Bay Third Addition and Block 12, Lot 1, Tropical Bay Third Addition, all in Big Pine Key, Florida; and WHEREAS, property owners of the Tropical Bay Subdivision, First Addition, Second Addition and Third Addition, formed a property owners association and incorporated as the Tropical Bay Property Owners Association, Inc. on May 25, 1971; and WHEREAS, Tropical Bay recorded an Amended Deed Restriction for Tropical Bay Subdivision, First Addition, Second Addition, and Third Addition, in the Official Records of Monroe County, Florida, in Book 1464 at Page 1 on June 26, 1997, which imposes certain restrictions upon each and every lot, parcel, or part of said land, and said Declaration constitutes covenants to run with the land; and WHEREAS, all property owners within the Tropical Bay Subdivision are all members of the Tropical Bay POA; and 1 WHEREAS, the Amended Deed Restriction sets forth certain use restrictions, membership and association voting rights, annual and special assessments and enforcement rights for the benefit of the Association and its members; WHEREAS, County, however, is exempt from becoming a member of the Tropical Bay POA, pursuant to Article VII, Section 10 of the Florida Constitution, and is also immune from any restrictive covenants; and WHEREAS, County wants to properly maintain its lots and provide for mowing of the vacant lots, mangrove maintenance, and any and all other vegetative or grounds or canal banks upkeep and maintenance even though it will not be a member of the Tropical Bay POA; and WHEREAS, while the County will not be a member of the Tropical Bay POA, it is the intention of the parties hereto that the County shall have any and all other rights and benefits conveyed to any other property owner as a member of the Tropical Bay POA, including use of any shared common area; and NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the COUNTY and TROPICAL BAY agree as follows: 1. PURPOSE. The purpose of this Agreement is to establish the County's intent to participate in the services provided by the Tropical Bay POA for the mowing and maintenance of its vacant lots, mangroves, and canal banks, and to authorize payment of any costs incurred by the Tropical Bay POA in providing such services. 2. PREMISES. On June 15, 2017, County purchased from Maui Enterprises, Inc., a Florida corporation, for density reduction purposes that certain lot identified as Block 2, Lot 3, Tropical Bay, Second Addition (PB 5 -73) with Parcel Identification Number 00313300 - 000000, known as 30360 Harding Road, Big Pine Key, Florida 33043 (hereinafter "Lot 3 "). On June 22, 2017, County purchased from Robert Allen Hook and Teresa Mosbaugh Hook, for density reduction purposes that certain lot identified as Block 1, Lot 7, Tropical Bay, Second Addition (PB 5 -73), with Parcel Identification number 00313240 - 000000, known as vacant land, Prince Road, Big Pine Key, Florida 33043, (hereinafter "Lot 7 "). On June 30, 2017, County purchased from Richard J. Johnson, for density reduction purposes that certain lot identified as Block 11, Lot 10, Tropical Bay, Third Addition (PB5 -81), with Parcel Identification number 00314220 - 000000, known as vacant land, Hawk Lane, Big Pine Key, Florida 33043, (hereinafter "Lot 10 "). On June 30, 2017, County purchased from Richard J. Johnson, for density reduction purposes that certain lot identified as Block 12, Lot 1, Tropical Bay, Third Addition (PB5 -81), with Parcel Identification number 00314250- 000000, known as vacant land, Egret Lane, Big Pine Key, Florida 33043, (hereinafter "Lot 1 "). On July 7, 2017, County purchased from John Parker, for density reduction purposes that certain lot identified as Block 9, Lot 2, Tropical Bay, Third Addition (PB5 -81), with Parcel Identification number 00313960 - 000000, known as vacant land, Warbler Lane, Big Pine Key, pi Florida 33043, (hereinafter "Lot 2/3` Addn. "). On July 10, 2017, County purchased from Bryan L. Arndt and Lisa K. Arndt, for density reduction purposes that certain lot identified as Block 10, Lot 8, Tropical Bay, Third Addition (PB5 -81), with Parcel Identification number 00314120- 000000, known as vacant land, Eagle Lane, Big Pine Key, Florida 33043, (hereinafter "Lot 8 "). On July 11, 2017, County purchased from Joseph E. Gleason, for density reduction purposes that certain lot identified as Block 1, Lot 2, Tropical Bay, Second Addition (PB5 -73), with Parcel Identification number 00313190 - 000000, known as vacant land, Prince Road, Big Pine Key, Florida 33043, (hereinafter "Lot 2 /2 Addn. "). 3. TERM OF AGREEMENT. This Agreement shall commence on December 13, 2017, and any rights or obligations associated with Lots 3, 7, 10, 1, 2/3` Addn., 8, and 2 /2 Addn. identified herein and currently owned by the County and any other lots subsequently purchased by the County shall terminate upon the sale or transfer by the County of any herein identified lots or those subsequently purchased, unless terminated earlier under paragraph 8 of this Agreement. 4. FEES. In return for having Tropical Bay POA include Lots 3, 7, 10, 1, 2 /3r Addn., 8, and 2 /2 Addn. currently owned by the County and any subsequently purchased lots in its yard, mangroves, canal banks, and vegetative maintenance program, County shall make an annual payments of One Hundred Twenty -five and 00 /100 ($125.00) Dollars per lot to the Tropical Bay POA since the County will not be a member of the Association for the upkeep of such lots. The initial payment for the lot maintenance fees shall be due and payable upon receipt of a notice from the Tropical Bay POA identifying each lot. Payment thereafter shall be made on or before the 31st day of December in each succeeding year as long as the County still owns each lot. The notice for maintenance fees shall be directed to Monroe County, Attention: Facilities Maintenance Department, 1100 Simonton Street, Room 2 -205, Key West, Florida 33040. Payments shall be made payable to the Tropical Bay POA and directed to Tropical Bay POA at P. O. Box 430522, Big Pine Key, Florida 33043. The County shall not be responsible for payment of any other annual or special assessments established by the Tropical Bay POA, unless said special assessment would relate to the yard, mangroves, canal, or vegetative maintenance program. In only such event, shall the County pay a special assessment of the Tropical Bay POA. 5. OBLIGATIONS OF COUNTY: County covenants and agrees to: a. Provide timely payment of the annual fee assessed by Tropical Bay POA for the care and maintenance of all Lots currently owned by the County or subsequently purchased; b. Provide timely payment of any special assessment of the Association if related to the mowing services or mangroves, canal banks, and other vegetative maintenance and upkeep program for all Lots currently owned by the County or subsequently purchased; and c. Prevent any unauthorized use of any Lots currently owned by the County or subsequently purchased which would create a nuisance or violate the Amended Deed Restriction for Tropical Bay Subdivision. 3 6, OBLIGATIONS OF TROPICAL BAY. Tropical Bay covenants and agrees to: a. Provide all mowing services and mangroves, canal banks, and other vegetative maintenance and upkeep services in accordance with the maintenance schedule Tropical Bay provides similarly situated lots for all Lots currently owned by the County or subsequently purchased; and b. Provide notice to the County of any illegal dumping, debris accumulation, trespassing activity, or other unauthorized use of any Lot currently owned by the County or subsequently purchased, which is noted by any Association member. 7. NOTICE. Any notice required or permitted under this Agreement shall be in writing and hand - delivered, delivered by a courier service with overnight delivery and signed receipt, or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: For the County: County Administrator Monroe County 1100 Simonton Street Room 2 -205 Key West, Florida 33040 and County Attorney 1111 12st Street Suite 408 Key West, Florida 33040 For Tropical Bay: Tropical Bay Property Owners Association, Inc. P. O. Box 430522 Big Pine Key, Florida 33043 Attention: President 8. CANCELLATION/TERMINATION. Either party may give notice to the other party of a breach of the terms of this Agreement. If the noticed breach is not cured within thirty (30) days of receipt of the notice, the non - breaching party may terminate the Agreement effective fifteen calendar days after notice that the breach has not been cured and notice of the termination. Either party may cancel this agreement without cause by providing at least one hundred eighty (180) days written notice to the other party. All contractual obligations of either party remain in full force up to the effective date of termination. Both parties shall remain liable after termination of this Agreement for all obligations, including but not limited to, any outstanding payments, through the effective date of termination. 9. HOLD HARMLESS /INDEMNIFICATION. Tropical Bay hereby agrees to indemnify and hold harmless the Monroe County Board of County Commissioners, and any of rd s its officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments arising directly or indirectly under this agreement. Tropical Bay shall immediately give notice to the County of any suit, claim, or action made against the County that is related to the activity under this agreement, and will cooperate with the County in the investigation arising as a result of any suit, action or claim related to this agreement. 10. NON - DISCRIMINATION. The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88 -352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 6101 - 6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. NON - WAIVER. Any waiver or any breach of any covenants herein contained to be kept or performed by either party shall not be deemed or considered to be a continuing waiver and shall not operate to bar or prevent either party from exercising any of its remedies under this Agreement, at law or in equity for any succeeding breach, either of the same condition or covenants or otherwise. 12. BINDING EFFECT. The terms, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and TROPICAL BAY POA and their respective legal representatives, successors, and assigns. 13. AUTHORITY. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all 5 necessary County and corporate action, as required by law and does not contravene any Article of Incorporation or By -Laws. This Agreement constitutes a legally valid and binding obligation, enforceable against the parties in accordance with its terms and conditions. 14. AMENDMENTS AND MODIFICATIONS. Any party may request changes to this Agreement at any time by written notice to the other parties to this agreement as designated herein. Such changes as are mutually agreed upon by and between the parties shall be incorporated in written amendments to this Amendment executed in the same manner as the original Agreement approval. 15. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 16. CONSENT TO JURISDICTION. This Agreement shall be construed by and governed under the laws of the State of Florida and venue for any action arising under this Agreement shall be in Monroe County, Florida. This Agreement is not subject to arbitration. 17. NONASSIGNABILITY. This agreement shall not be assignable by either party unless such assignment is first approved by all parties. 18. SURVIVAL OF PROVISIONS. Any terms or conditions of this Agreement that require acts beyond the date of the term of this Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms and conditions are completed and shall be fully enforceable by any party to this Agreement. 19. ENTIRE AGREEMENT. This writing contains the entire agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by any party, other than those that are expressly set forth herein. 20. SEVERABILITY. If any term or provision of this Agreement shall to any extent be held to be illegal, invalid, or unenforceable, the remaining provisions shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 21. ATTORNEY'S FEES AND WAIVER OF JURY TRIAL. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. In the event of any litigation arising out of this Agreement, each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to trial by jury. 2 22. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 23. SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed, that such section headings are not a part of this Agreement and will not be used in interpretation of any provision of this Agreement. 24. MUTUAL REVIEW. This Agreement has been carefully reviewed by COUNTY and TROPICAL BAY therefore; this Agreement is not to be construed against either party on the basis of authorship. 25. ANNUAL APPROPRIATION. The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the TROPICAL BAY POA beyond that already incurred by the termination date. IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by ; its duly,authorized representative on the day and date first written above. c (SEAL) ;_; BOARD OF COUNTY COMMISSIONERS Attest KFfVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA BY: -� BY• Deputy Clerk May Chairperson . WITNESSES: Witness Signature a PrWed Name: , 5'ysAAl lj &AJOVE TROPICAL BAY PROPERTY WNERS ASSOCIATION, INC. BY: Printed Name .JO�� 0/ 1 aEkA�Si' ` Title : _�� �S'/ QE MT MONROE COUNTY ATTORNEY'S OFFICE b PE[OVED AST F R PATRICIA EABL6S ASSISTANT COUNTY ATTORNEY rt DATE - Z �- '�° L Ul> . c:� = C->. W TROPICAL BAY PROPERTY WNERS ASSOCIATION, INC. BY: Printed Name .JO�� 0/ 1 aEkA�Si' ` Title : _�� �S'/ QE MT MONROE COUNTY ATTORNEY'S OFFICE b PE[OVED AST F R PATRICIA EABL6S ASSISTANT COUNTY ATTORNEY rt DATE - Z , i Witness Signature Printed Name: 1 �U r i Witness Signature I - Printed Name: �[� Y 5 �i 1 zi I e oe BY: Printed Name: --°- G -1 . Title: V / C.{° PrIae �t