Item C14C ounty of M onroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
The FlOnda Key
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Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District 1
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
September 19, 2018
Agenda Item Number: C.14
Agenda Item Summary #4672
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: T.J Henderson (305) 289 -6302
none
AGENDA ITEM WORDING: Approval of a License Agreement with Keys Woodworkers, Inc.
for a 60 ft. by 30 ft. parcel of property at the Florida Keys Marathon International Airport to be used
as a parking lot due its proximity to the entrance of Keys Woodworkers' retail service establishment.
ITEM BACKGROUND: The County owns property immediately adjacent to Keys Woodworkers'
retail service establishment, and due to its location and proximity to the entrance of their
establishment, the only viable use of the property is as a parking lot.
PREVIOUS RELEVANT BOCC ACTION:
Approval of original lease agreement with Keys Woodworkers, Inc. on June 16, 1993, a Lease
Amendment adding FAA clauses on November 23, 1994, and lease extensions in 1993, 2003, 2008
and 2013.
CONTRACT /AGREEMENT CHANGES:
New License Agreement effective Septmeber 19, 2018; also updates current rent payment by 2.1 %
CPI adjustmnet.
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Keys Woodworkers - MTH License for Parking
FINANCIAL IMPACT:
Effective Date: 09/19/2018
Expiration Date: 09/18/2023
Total Dollar Value of Contract: 0.00
Total Cost to County: n/a
Current Year Portion:
Budgeted: Yes
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: Yes
Grant:
County Match:
Insurance Required:
Additional Details:
If yes, amount: $1,970.01 /yr.
REVIEWED BY:
Beth Leto
Completed
08/30/2018 2:34 PM
T.J Henderson
Completed
08/30/2018 2:37 PM
Pedro Mercado
Completed
08/31/2018 8:46 AM
Budget and Finance
Completed
08/31/2018 10:04 AM
Maria Slavik
Completed
08/31/2018 10:34 AM
Kathy Peters
Completed
08/31/2018 12:34 PM
Board of County Commissioners
Pending
09/19/2018 9:00 AM
LICENSE AGREENIENT
YS WOODWORKERS, INC.
ONROE COUNTY
THIS LICENSE AGREEMENT is made on this the 19" day of September, 2018, by and
between Monroe County, a political subdivision of the State of Florida, whose address is 1100
Simonton Street, Key West, Florida 33040 (hereafter LICENSOR or COUNTY) and Keys
Woodworkers, Inc., a Florida corporation, whose address is Post Office Box 1181, Palmer, Alaska
99645 (hereafter LICENSEE).
WHEREAS, the County owns certain property immediately adjacent to a retail service
establishment owned by Keys Woodworkers, Inc. for use as a public parking lot; and
WHEREAS, the only viable use of said property, due to its location and proximity to the
entrance to the retail service establishment is as a parking lot; and
WHEREAS, the Keys Woodworkers, Inc has requested and the County is willing to license
said property for use as a parking lot to LICENSEE; now, therefore
IN CONSIDERATION of the mutual covenants detailed below, the parties agree as follows
1. COUNTY hereby grants a license to LICENSEE to use a 60 ft. by 30 ft. parcel
located at the far southeast corner of the Florida Keys Marathon International Airport, hereafter the
license site, depicted in Exhibit A, and LICENSEE accepts the right to use such a license from
COUNTY, subject to the terms and conditions of this License Agreement.
2. This LICENSE AGREEMENT shall be for an initial term of five (5) years
commencing on September 19, 2018 and ending on September 18, 2023, subject to the terms and
conditions set forth in this LICENSE AGREEMENT. LICENSEE shall have the option to extend
this LICENSE AGREEMENT for two (2) additional five (5) year terms.
In the event LICENSOR's Board of County Commissioners determines that the
license site is needed for any purpose, LICENSOR may terminate this agreement by providing the
LICENSEE ninety (90) days written notice. At the expiration of the ninety day notice period
LICENSEE shall have vacated the license site and this agreement shall terminate with no further
obligation on the part of any party hereto except for the obligation to pay fees outstanding as of the
date of termination.
3. As consideration for the rights and privileges granted by this LICENSE,
LICENSSEE shall pay $1,970.01 per year, plus applicable taxes payable in advance. Following the
initial year of this LICENSE AGREEMENT, the annual LICENSE fee will be adjusted each year
by a percent equal to the increase in the CPI for all urban consumers (CPI -U) above that of the prior
calendar year. In the event of a deflationary CPI, no adjustment in the license fee will be made.
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LICENSEE shall arrange and pay for any utilities required at the license site for the
term of this agreement, including electricity, gas, water, sewer, solid waste collection and telephone
services.
LICENSEE may not erect or construct any improvements on the license site without
the express written approval of the Director of Airports.
4. LICENSEE may use the site as parking for its customers for the period of time the
LICENSEE's customers are patronizing the LICENSEE's business. NO overnight parking will be
permitted on the license site. NO other use may be permitted under this LICENSE without the
express written approval of the Director of Airports.
5. All vehicles parking in the license site shall be in working condition with current
registration, license plates, and proof of insurance.
6. LICENSEE shall procure and maintain in force at LICENSEE'S expense during the
term of this LICENSE AGREEMENT Commercial General Liability insurance with insurers
approved by LICENSOR's Director of Risk Management. Such coverage shall be adequate to
protect against liability for damage claims through public use of or arising out of accidents
occurring on and around the license site, in a minimum amount of One Half Million Dollars
($500,000) combined single limit for bodily injury and property damage for any one accident. The
insurance policies shall provide that the LICENSOR is named as an additional insured. LICENSEE
shall obtain a written obligation from the insurer to notify LICENSOR at least 45 days prior to the
cancellation or refusal to renew any policy. If the insurance policies are not kept in force during the
entire term of this LICENSE AGREEMENT or any extension thereof, LICENSOR may procure the
necessary insurance and pay the premium therefor, and the premium shall be repaid to the
LICENSOR as an additional license fee for the month following the date on which the premiums
were paid by the LICENSOR. LICENSEE shall also indemnify and hold harmless LICENSOR
against all expenses, including reasonable counsel fees, liabilities, and claims of every kind arising
out of any injury or damage happening on or about the license site.
7. Notwithstanding any minimum insurance requirements prescribed elsewhere in this
agreement, LICENSEE shall defend, indemnify and hold the COUNTY and the COUNTY's elected
and appointed officers and employees harmless from and against (i) any claims, actions or causes of
action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings
relating to any type of injury (including death), loss, damage, fine, penalty or business interruption,
and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained
by, any indemnified party by reason of, or in connection with, (A) any activity of LICENSEE or
any of its employees, agents, contractors or other invitees during the term of this Agreement, (B)
the negligence or willful misconduct of LICENSEE or any of its employees, agents, sub - contractors
or other invitees, or (C) LICENSEE's default in respect of any of the obligations that it undertakes
under the terms of this Agreement, except to the extent the claims, actions, causes of action,
litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or
omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than
LICENSEE). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or
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expenses relate to events or circumstances that occur during the term of this Agreement, this section
will survive the expiration of the term of this Agreement or any earlier termination of this
Agreement.
8. The failure of LICENSEE to pay the license fee when it becomes due, or any other
charges or fees that become due within ten (10) days after LICENSEE receives a statement for such
fees or charges from the COUNTY, constitutes an act of default. The failure of LICENSEE to
perform any covenant of this AGREEMENT, which failure continues for a period of fifteen (15)
days after notice of the failure is given to LICENSEE in writing by the COUNTY, also constitutes a
default under the terms of this AGREEMENT. In the event of any such default, the COUNTY may
declare the LICENSE forfeited and may immediately re -enter and take possession of the License
site and this AGREEMENT will terminate. The COUNTY is entitled to reasonable attorney's fees,
including at the appellate level, for the enforcement of the terms of this AGREEMENT.
9. The LICENSEE for himself, his personal representatives, successors in interest and
assigns, as a part of the consideration hereof, does hereby covenant and 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.
LICENSEE agrees 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 VI of the
Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 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 s.794), which prohibits discrimination on the basis
of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 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, ss. 523 and 527 (42 USC ss. 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 s. 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
s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Monroe County Code Chapter 14, Article H, 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.
10. It shall be a condition of this LICENSE that the LICENSOR reserves unto itself, its
successors and assigns for the use and benefit of the public, a right of flight for the passage of
aircraft in the airspace above the surface of the real property hereinafter described, together with the
right to cause in said airspace such noise as may be inherent in the operation of aircraft. now known
Packet Pg. 541
or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for
landing on, taking off from or operating on the airport. LICENSEE expressly agrees for itself, its
successors and assigns, to restrict the height of structures, objects of natural growth and other
obstructions on the hereinafter described real property to such a height so as to comply with Federal
Aviation Regulations, Part 77. LICENSEE expressly agrees for itself, its successors and assigns, to
prevent any use of the hereinafter described real property which would interfere with or adversely
affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard.
11. This LICENSE and all provisions hereof are subject and subordinate to the terms and
conditions of the instruments and documents under which the Airport Owner acquired the subject (D
property from the United States of America and shall be given only such effect as will not conflict
or be inconsistent with the terms and conditions contained in the lease of said lands from the Airport
Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules
or regulations which have been, or may be hereafter adopted by the Airport Owner pertaining to the
Florida Keys Marathon International Airport.
12. This Agreement has been carefully reviewed by both the LICENSEE and the
COUNTY therefore this Agreement is not to be strictly construed against any party on the basis of
authorship.
13 This LICENSE is governed by the laws of the State of Florida. Venue for any
litigation arising under this lease must be in a court of competent jurisdiction in Monroe County,
Florida.
14. LICENSEE shall not assign or sublease the license site, or any rights connected
therewith, or allow any other person except agents, employees and customers of LICENSEE to
occupy the license site or any part thereof without first obtaining the written consent of the
LICENSOR. A consent by the LICENSOR shall not be a consent to subsequent assignment,
sublease or occupation by other persons. An unauthorized assignment, sublease, or license to
occupy by LICENSEE shall be void and shall terminate this agreement at the option of LICENSOR.
15. This Agreement represents the parties' final and mutual understanding. It replaces
any earlier agreements or understandings.
16. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of
the COUNTY and the LICENSEE in this Agreement and the acquisition of any commercial liability
insurance coverage, self - insurance coverage, or local government liability insurance pool coverage
shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract
entered into by the COUNTY be required to contain any provision for waiver.
17. All of the privileges and immunities from liability, exemptions from laws,
ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits
which apply to the activity of officers, agents, or employees of any public agents or employees of
the COUNTY, when performing their respective functions under this Agreement within the
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territorial limits of the COUNTY shall apply to the same degree and extent to the performance of
such functions and duties of such officers, agents, volunteers, or employees outside the territorial
limits of the COUNTY.
18. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except to
the extent of actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida
constitution, state statute, and case law.
19. No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any
service or program contemplated hereunder, and the COUNTY and the LICENSEE agree that
neither the COUNTY nor the LICENSEE or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
20. LICENSEE agrees to execute such documents as the COUNTY may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free
Workplace Statement.
21. 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
22. 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 singing any such counterpart.
THE RE MAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFTR BLANK.
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IN WITNESS WHEREOF, the parties hereto have executed this lease extension agreement
on the day and year first written above.
(SEAL)
LIM
Deputy Clerk
Mayor /Chairman
KEYS WOODWORKERS, INC.
As authorized by the charter or by -laws to
bind the corporation to license agreement
Attachment: &ey