Item F23 F.23
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County of Monroe
�y,4 ' ?, "tr, BOARD OF COUNTY COMMISSIONERS
Mayor Heather Carruthers,District 3
�1 `_ll Mayor Pro Tem Michelle Coldiron,District 2
The Florida.Keys ��` �)-.���`� � Craig Cates,District 1
David Rice,District 4
w � Sylvia J.Murphy,District 5
County Commission Meeting
November 17, 2020
Agenda Item Number: F.23
Agenda Item Summary #7575
BULK ITEM: Yes DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Patricia Eables (305)292-3477
N/A
AGENDA ITEM WORDING: Approval of a Revocable License Agreement with The Cudjoe
Gardens Property Owners Association, Inc. for relocating placement of its subdivision sign entirely
on County property located at 20884 First Avenue West, Cudjoe Key.
ITEM BACKGROUND: The Cudjoe Gardens Property Owners Association, Inc. ("Association")
had a subdivision sign located at the entrance of the Cudjoe Gardens Subdivision at the corner of
Drost Drive and First Avenue West in Cudjoe Key. Monroe County owns the property located at
20884 First Avenue West. The original sign was located partially in the Right-of-Way and partially
on the County's property on that corner. The sign was significantly damaged in Hurricane Irma and
needs replaced with a new sign. The Association seeks approval to place a new 4'x8' sign in a
limited portion of the Northeast corner of the County owned property, so that the sign would be
located entirely on the County property and not within the Right-of-Way. A Revocable License
would not transfer any interest in the County property to the Association, nor confer any exclusive
possession of the property. The County, as Licensor, would grant the Association, as the Licensee,
the right to use the small limited portion of its property for an initial term of twenty (20)years from
the date of BOCC approval for the specific use of placement of a new subdivision sign. The License
may be renewed at the option of the BOCC with any renewal period to be determined at the
expiration of the initial twenty years. Licensee shall pay the County as compensation for its use the
sum of Ten and 00/100 ($10.00) Dollars for the initial twenty-year term. The placement of the
subdivision sign will not interfere with any proposed use of the property by the County. This item
seeks approval of the Revocable License Agreement, which sets forth all the terms and conditions
agreed to by the Association, for use of this limited portion of the County property.
PREVIOUS RELEVANT BOCC ACTION: NONE
CONTRACT/AGREEMENT CHANGES:
New Revocable License Agreement with Cudjoe Gardens Property Owners Association.
STAFF RECOMMENDATION: Approval.
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F.23
DOCUMENTATION:
Revocable License Agreement(Asso executed & legal stamped)
FINANCIAL IMPACT:
Effective Date: November 17, 2020
Expiration Date: November 16, 2040
Total Dollar Value of Contract: $10.00 for initial term of 20 years
Total Cost to County: N/A
Current Year Portion: N/A
Budgeted: N/A
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: Yes If yes, amount: $10.00 per term
Grant: No
County Match: No
Insurance Required: No
Additional Details: A new term may be renewed upon BOCC approval at the expiration of the
initial 20 years.
Minimal Revenue of$10.00 for the 20 year term.
REVIEWED BY:
Patricia Eables Completed 11/03/2020 1:26 PM
Bob Shillinger Completed 11/03/2020 1:40 PM
Purchasing Completed 11/03/2020 1:43 PM
Budget and Finance Completed 11/03/2020 3:41 PM
Maria Slavik Completed 11/03/2020 5:15 PM
Liz Yongue Completed 11/03/2020 5:18 PM
Board of County Commissioners Pending 11/17/2020 9:00 AM
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F.23.a
REVOCABLE LICENSE AGREEMENT
THIS REVOCABLE LICENSE AGREEME NT is made and entered into this 1 t1-1 day �
of April, 2020, by and between MONROE COUNTY, a political subdivision of the State f` CD
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Florida, (hereinafter"County"tar"F.icensor"), whose address is 1100 Simonton Street, Key West, y
Florida 33040, and THE CUDJOE GARDENS PROPERTY OWNERS ASSOCIATION,
, �
INC., a Florida lot-for-Profit Corporation, organized and existing under the lawns of the State of
Florida, (hereinafter"Licensee"), whose principal address is 20730 1" Avenue West, Cudjoe Key, �
Florida 33042, and whose mailing address is P. 0. Box 420121, Surnmerland Key, Florida 33042,
collectively referred to as tine"Parties." >
WHEREAS,A.S, tile County is tlae fee simple owner of that certain real property known and
described as 20884 First Avenue West, C:udjoe Key, Florida 3.30 2, as set forth in the legal
description on the Boundary Survey attached hereto as 1�.xhibit "A" and made a part hereof(the
"Property"); and
W ER A,S, the licensee is Property Owners Association that was organized and exists `'
for the owners of proper€ies located in the subdivision know n, as C:ut joe Gardens.. and r
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WHEREAS, Licensee has a sign located can Frost Drive, C:udjoe Key, at the entrance of �
the Cudjoe Gardens Subdivision.. which currently is placed partially in the Right-of-Way and
partially on the County Property; and X
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WHEREAS, the Licensee desires to replace its current sign, which was damaged in y
I•lurricane Irma, and then place its new sign in a location that would have the sign located entirely
on the County Property; and �
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WHEREAS, the Licensee desires to obtain a license from tlae County for the purpose of
relocating placement ofits Cudjoe Gardens Subdivision sign entirely oil (lie C'ountN Pror)erty and y
WHEREAS, this license does not transfer an interest in real property, including any
leasehold interest in real properly, owned by the County; and �
WHEREAS,AS, this license; confers no exclusive possession of the Property; and
WHEREAS, this license does not convey or transfer any right to exclude the County fora
any real property; and
`' I-IE EA,S, this license perniils only certain, enumerated, specific, listed permitted use.
and does not permit anything further,
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OW,THEREFORE, for arid in consideration of the mutual terms, conditions, promises,
and covenants hereinafter set forth, Licensor and Licensee agree as follows:
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I Recitals. `rhe foregoing recitals arc hereby incorporated and made a part of this license. 2
1 Description of remises: Licensor hereby grants to Licensee: the right, license, and
privilege of using a limited portion of the Northeast corner of the County owned Properly described �
on the Boundary Survey attached hereto as Exhibit "A," with Parcel. Identification Number �
001 7463 -t 04500,and hereinafter referred to as they"Licensed Premises." Licensee is not allowed
to place its subdivision sign in any portion of the Fight-of-Way.
3. Grant_of License and Ter The County does hereby grant to the Licensee, and tlae �
Licensee does hereby accept from the County, a Revocable License ("License") for the use of the
Property f'or the placement of Licensee's subdivision sign for a tern of twenty(20)years(`'Terra") c
from tlae date ol`approval by the Board of County Commissioners of Monroe County ("BOCC").
This Revocable License Agreement may be renewed at the option of the Board of County
Commissioners, with the renewal period to be determined, upon Licensee providing sixty (t 0)
days' notice to the 13CCC prior to the expiration date of the then current term of its desire to renew
the Terre. Licensee acknowledges that, under all applicable Florida lave, Licensee acquires no v
prescriptive rights or other property rights or clairns by virtue of this License.
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This License shall continue for twenty (20) years from the date of approval by the BOCC,
unless the terra is renewed at the option of the B f:'{:, or until to written notification of its
revocation by the County is provided to the Licensee at [cast sixty (60) days prior to such
revocation. This License is revocable with or avithout cause or reasonableness at the will and at
tie sole discretion of the B CC. The Licensee shall have no procedural due process rights or y
clairns arising; from the procedure used to revoke this license from the County and the Licensee --
[foes hereby specifically waive any claim or right arising #rearm such termination procedure. The �
issuance of this License in no way grants the Licensee or its successors any right to tlae continuation
of this License. The revocable License shall be revoked only upon a vote of the Board of Count
Commissioners authorizing such revocation. regardless of any investment made in the property
by the Licensee and the duration of use of the Property by the Licensee, the Licensee shall have
no right or claim for damages arising from the termination of this I..icense. No representations or �
predictions made by the County or any of its off-icers, employees, or agents shall give~ any right of
use or any right of damages for losses sustained by the Licensee because of the revocation of this
License. U
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In the event that this license is revoked, the Licensee shall have a period of sixty(60) clays
from tlae date of`noti catioaa of such revocation to remove any improvements that it has placed E
upon the property arid to return tile property to the condition that it was in as of the date oi'this
agreement. In the: event that the Licensee fails to remove the improvements placed on such
property on or before the: expiration of the sixty-day removal period set forth above, the County
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may remove such improvements as it deems appropriate and they Licensee shall be liable for the
cast of such removal. In the event that the Licensee: fails to rernove said improvements, they shall
be deerned to have been abandoned or,at the option of"the County, such improvements wil I become
the property of the County. E
. Compensation. Licensee shall pay to Lessor the sums of Ten and 00/100( 1 Cl.tltJ) Dollars
per Terra, plus any applicable sales tag,dare on the first day f each `l ernr including any extension
periods, payable in advance and remitted to the Monroe County Clerk's Office, 500 Whitehead
Street, Key West, Florida 33040.
S. Use of Licensed Premises. Licensee shall use the designated area of the Licensed 0
Premises only for the purpose of"placing; its subdivision sign, The Licensed Premises shall not be �
used for any other purpose whatsoever without written consent of tide f.,icensor. Licensee �
covenants that it will not, without written consent of Licensor, permit, the Licensed Premises to
be used or occupied by any person, firma, entity, or- corporation other than Licensee. Licensee
further covenants that no nuisance or Iia7ardous trade or occupation shall be permitted or carried
can, in or upon said Licensed Premises, no act shall be permi(ted, ;and nothing shall be kept in or
about said premises which will increase the risk of any hazard, fire, or catastrophe, and no waste
shall be permitted or committed upon or any damage done to said Licensed Premises.. licensee
shall not permit the Licensed Premises to be used or occupied in any manner that violate any laws
or regulations ofTany governmental authority.
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. repair and Maintenance. :since Licensee hereby has been given permission to situate
improvements on or affix them to the aforesaid real property, Licensee shall keep said
improvements in good repair, and shall maintain theist with such reasonable regularity and by such
reasonable means and in such reasonable manner at; to prevent theist from being or becoming W
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unsightly or otherwise: uncomplimentary in general appearance of adjacent property or of all y
property within the adjacent County area. --
T Alterations and Improvements. Licensee may not make any alteration, adjustment, 0)
partition, addition or improvement to the Licensed premises or any part thereof without obtaining 2
prior written consent of the County. Licensee must comply with all ;applicable florid a Statute, �
Monroe County Ordinances, and any other applicable laws or regulations in obtaining approval of"
its subdivision sign. All requests by Licensee shall be in writing, and shall contain all pertinent �
platys and specifications. All alterations,adjustments, partitions,additions,or unprovcnternts shall, �
at County's sole discretion, remain tlae exclusive property of tlae County or be removed by
Licensee, upon County''s request. In the event County requests removal, Licensee shall perform,
at its sole cost, removal in ra manner which shall return the Licensed Premises to the condition in
which they were received. Any costs necessary to restore or prepare the Licensed. Premises for
return shall be the sole responsibility of Licensee. All such alterations or improvements shall be E
made at the sole cost and expense of Licensee.
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'. Right ht of Ingress or Egress. Licensee shall not place~, operate, or maintain its sign or any
other improvements, machine, or equipment at the Licensed Premises in such a manner that will
interfere with ingress or egress, nor shall such placement or operations hinder the County in its
maintenance or operations of its property or any subsequent buildings that may be erected on tile E
property.
9. Indetiendent_Contractor. At all times and for all purposes Linder this Agreement y
Licensee is an independent contractor and not an employee of the Board of County Commissioners �
of Monroe County. No statement contained in this Agrecirrent shall be construed so as to find'
Licensee car any of its employees, subcontractors, servants,or agents to be employees of tlae Board
of County Commissioners of Monroe County. �
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10, No Third Party Beneficiary Rights. This Agreement shall create no rights or claims
whatsoever in any person other than a party hereto.
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I I. Nondiscrimination. Licensee agrees 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 y
nondiscrimination. These include but are not limited to: 1) Title VI1 of the Civil Rights Act of c�
1964 (PL -352), which prohibits discrimination in employment on the basis of race, colter, �
religion, sex, and national origin; 2) Title IX ofthe Education Amendment of 1972, as amended 06
(20 U C §§ 16 1-16 3, and 16 5-1686), which prohibits discrimination can the basis of see;
) Section 50 of[lie rehabilitation Act of 1973, as amended (20 U C: § 794), which prohibits �
discrimination ran the basis of handicaps.- 4) The Age Discrimination Act ot" 1975, as amended (42 X
U C: §§ Cif 01-61 7), which prohibits discrimination on the basis of age; 5) "I he Drug Abuse Office y
and Treatment Act of`1972 (11L 92-2 5), as amended, relating to nondiscrimination can the basis of
drug abuse; Ca)The. Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970(PL 91-61 h), as amended. relating to nondiscrimination can the basis of E
alcohol abuse or talcoholisna 7) The Public, 1-lcralth Service Act of 1912, §§ 523 and 527' (42 U C 2
690dd-3 and 290ce-3), as amended, relating to confidentiality of atc ohol and drug abuse patient
records; ) Title Fill Of the Civil Rights Act of 1968 (42 U C §§ 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 1.f C §§ 12101 Note), as may be amended from time to time, relating �
to nondiscrimination in employment can the basis of disability; 10) Monroe County Code Chapter
14, Article 11, which prohibits discrimination ore the basis of race, color. sex, religion.. national
origin., ancestry, sexual orientation. gender identity or c�laressioil, fxannhal stattas 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,
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12, Cn oliance with Laws, Licensee shall comply with all federal, state, county, and local
laws, codes, ordinances, rules, and regulations in perfor€aging its dudes, responsibilities, and
obligations related to this Revocable License Agreement,
13. Public Access. The Licensor and Licensee shall Fallow and perrnit reasonable access to, �
and inspection of, all documents, papers, letters or other materials in its possession or under its
control sub ect to the provisions of Chapter 119, Florida Statues, and made or received by the
Licensor and Licensee in conjunction with this Revocable License Agreement; and the Licensor
shall have the right to unilaterally cancel this License upon violation of this provisions by Licensee.
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14, Notice Re uirc ent. Any notice required or permitted sander this Agreement shall be in
writing.. and ]hand delivered or sent: by United States flail, postage prepaid, to tlae other party by �
certified mail, return receipt requested, or by courier with proof of delivers,. file place of giving �
Notice shall remain tine same as set forth herein until changed in writing in the manner provided �
in this paragraph. Notice shall be seat to the following addresses: c
I-OR COUNTY. FOR LICENSEE:
Monroe County The C€adjoe Gardens Property Owners
County Administrator Association, Inc.
1100 Simonton Street 2073 1" Avenue West y
Room 205 Cudjoe Key, Fl, 3304
Key Vest, Fla 33040
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and
Countyttorney W
1 111 12€€€ Street, Suite 0 y
Key West, FL 33040
15. Indemari cation /_Hold Harmless. The Licensee covenants and agrees to defend, E
inde€unif'yy, and hold harmless Monroe County Board of County Commissioners, and its elected �
and appointed officers, officials, agents, servants, and employees from any and all claims.
demands, or causes of action for bodily injure (including death), personal injury, and property
damage (including; property owned by Monroe County) and tiny other losses, damages, costs,
penalties, and expenses (including attorney°s fees) which arise out of, in co€ ncction Nvith, or by
reason of tine Licensee utilizing; (lie property governed by this Revocable License: Agreement.
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16. Amendments. No raaedication, amendment, or alteration of tile terms or conditions �
contained herein shall be effective unless contained in a written document execute(] by, licensor
and Licensee, with tine sar€ae formality a€all ofequal dignity herewith. �
17. GoverninLry Law, Venue, and Interpretation. This Revocable l,i ense Agreement shall
be governed by and construed in accordance with tine laws of the State of Florida applicable to
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Agreements made and to be performed entirely in the State. In the event that ally cause of action
or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, .�
the parties agree that venue will lie in the appropriate court or before the appropriate administrative �
body in Monroe County, Florida. E
18, Mediation. The County and Licensee agree that, in the went of conflicting interpretations
of the terms or a term of this Agreement by or between any ofthern the issue shall be submitted to y
mediation pricer to the institution of any other administrative or legal proceeding. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the
Florida Rules of Civil Procedure and usual and custornary procedures required by the circuit court
of Monroe County.
19. A.diudicaatio cal tes car Disc reer cents. County and Licensee agree that all disputes
and disagreements shall be attempted to be resolved by meet and confer sessions between �
representatives of each of County and licensee.. If the issue or issues are still not resolved to the
satisfaction of County and Licensee, theta any party shall have the right to seek such relief' or
remedy as may be provided by this Agreement or by Florida law. `Phis Agreement is not subject
to arbitration. '✓
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20. Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation,execution., performance,or breach of this Agreement, County y
and licensee agree to participate, to the extent required by the; other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement or m
provision of the services under this Agreement. County and Licensee specifically agree that no 06
party to this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement. �
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21. Severability. If an), terra, covenant, condition or provision of this Agreement (car the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to y
an), extent by a court of`competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining terra, covenant, �
condition and provision of this Agreement shall be valid and shall be enforceable to the fullest
extent permitted by lace unless the enforcement of the remaining terms, covenants, conditions and 0
provisions of this Agreement would prevent the accomplishment of the original intent of this y
Agreement. The County and licensee agree to reform the A.greenrent to replace any stricken �
provision with a valid provision that comes as close as passible to the intent of the stricken
provision.
22. Attorney"s Fees an(] Crests. County and Licensee agree that in the event any cause of
action oradministraative proceeding is initiated ordefeirde:d by any party relative to the enforcement �
or interpretation of this Agreement the prevailing party shall be entitled to reasonable attorneys
fees, a~ourt costs, investigative,and out-of-pocket expenses, as are award against the non-prevaaiIing �
party, at all levels of the court system, including in appellate proceedings. �
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2 . BindingEffect. The terms, covenants, conditions, and provisions of this Agreement shall
hind and inure to the benefit of County and licensee and their respective legal representatives,
successors, and assigns.
.. ARgiority. Each party represents and warrants to the other that the execution, delivery
and performance of this ,Agreement have been duly authorized by all necessary County and
corporate action, as required by laws y
5. Le al Obli rations and Res12on sibilitics. 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, near 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,
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26, Assignment. Licensee shall have no authority to assign all or any portion of the f.,icensed
Premises during any term of this Revocable License Agreement. Should Licensee attempt to
assign this License, then. the License shall be terminated forthwith, automatically, by operation of �
this clause, without prior notice to Licensee.
27. Inspections. County or its agent, or any authorized employee of said agent, may enter �+
upon said licensed Premises at all reasonable tunes and hours to examine same to determine if`
Licensee is properly maintaining the Licensed Premises according to this Revocable License
Agreement,
28. Non-reliance by Non-111aartie,s. lion-Delegation of Constitutional or Statutory Duties,
No person or entity shall be entitled to rely upon the terms, or any of tlacaaa, of this Agreement to W
enforce or attempt to enforce any third-party claairn or entitlement to or benefit of;any service or y
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 2
superior to the: community in general or for the put-poses contemplated in this Agreement.
29. Execution in Counterparts. This Agreement may be executed in any nurnbcr of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the sane instrument and any of"the parties hereto may execute this Agreement �
by signing any such counterpart.
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0. 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 tfae interpretation of any provision of this Agreement. �
Mutual Review. `Fhis Agreerraent has been carefully reviewed by Licensee and the
County, Therefore, this Agreement is not to be construed against either party on the basis of
authorship.
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31. Entire Agreement. This writing, embodies the entire agreement and understanding
between the parties hereto, and there are no rather agreements and understandings, oral or written,
with reference;to the subject matter hereof that are not merged herein and superseded hereby. Any �
amendment to this agreement shall be in writing, approved by the Board of County E
Commissioners, and signed by both parties before it becomes effective. �
32. Finial Understanding. This Agreement is the. Parties' final mutual understanding. It y
replaces arty earlier ai reenaents or understandings,whether written or oral. This Agreement cannot �
be modified or replaced except by another written and signed agreement.
IN WITLESS WHEREOF, the parties hereto have executed this Revocable License
Agreement as of the day and year first above written, 0
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA,
�
LICENSOR
Icy
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[pate. _ ._._ _._. ... Mayor/Chairman
THE CUDJOE GARDENSPROPERT �
OWNERS ASSOCIATION, INC.,
LICENSEE
WITNESSES:
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Printed Name: Printed Name:
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Title. �
Printed Name: _. ` ,)_..t date;
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MONROE COUNTY ATTORNEY'S OFFICE �
a FP rOVFD ASV0 F
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Mate of
b_ _ PATRICIA EABLES >
ASSISTANT COUNTY ATTORNEY �
DATF
County o'f_ . t '
Subscribed and sworn to (or affirmed) before me, by means of' 0 physical presence or 0 online �
notarization, rail tine , , . _ day of `?d?p, by
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(name caf` �af`fiant), who is the tJ �►f. . r�S �`��i�
(title) ol'The Cudjoe !Hardens Property Owners Association, Inc.. He(She is personaff�° 11 Ve to
e or has producc _ (type of' identification) as
identification.
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