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11/17/2020 Agreement Kevin Madok, CPA :; Clerk of the Circuit Court& Comptroller— Monroe County, Florida DATE: December 16,2020 TO: Patricia Fables, Assistant County Attorney County Attorney's Office FROM: Pamela G. Banc.4 a.C. SUBJECT: November 1711' BOCC Meeting Attached is an electronic copy of the following item for your handling: F23 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. Should you have any questions please feel free to contact me at (305) 292-3.550. cc: Finance File KEY WEST MARATHON PLANTATION KEY PIVROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 330 305-294-4641 305-289-6027 305-852-7145 305-852-7145 REVOCABLE LICENSE AGREEMENT 17th day of November THIS REVOCABLE LICENSE AGREEME ENT is made and entered into this 1-54h day of Ajw4, 2020, by and between MON COUNTY, a political subdivision of the State of' Florida, (hereinafter"County"tar`"Licensor"), whose address is 1100 Simonton Street, Key West, Florida 33040, and THE Cif OE GARDENS PROPERTY OWNERS ASSOCIATION, INC., a Florida Nor-for-Profit Corporation, organized and existing under the laws 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 the"Parties." WINESSETH: WHEREAS, the County is tile fee simple owner of that certain real property known and described as 20884 First Avenue West, Cudjoe Key, Florida 33042., as set forth in the legal description on tile Boundary Survey attached hereto as 1"-`xhibit "A" and made a part hereof(the "Property"); and WHEREAS, the Licensee is Property Owners Association that was organized and exists for the owners of properties located in the subdivision known, as Cu(tjoe Gardens.. and WHEREAS, Licensee has a sign located on Frost Drive, Cudjoe 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 WHEREAS, the Licensee desires to replace its current sign, which was damaged in I-lurricane In-na, and then place its new sign in a location that would have the sign located entirely on the County Property; and WHEREAS, the Licensee desires to obtain a license from tile County for the purpose of relocating placement of its Cudjoc Gardens Subdivision sign entirely Oil tile County Property, and WHEREAS, this license does not transfer an interest in real property, including any leasehold interest in real property, owned by the County; and WHEREAS, this license confers no exclusive possession of'the Property; and WHEREAS, this license does not convey or transfer any right to exclude the County ftorn any, real property; and WIIEREAS, this, license perniiis only certain, enumerated, specific, listed permitted use. and does not permit anything further; NOW,THEREFORE, for arid in consideration of the mutual terms, conditions, promises, and covenants hereinafter set forth, Licensor and Licensee agree as hallows: I. Recitals. 'rhe foregoing recitals are hereby incorporated and made a part of this license. 1 Description of Premises: Licensor hereby grants to Licensee the right, license, and privilege of using a limited portion of the Northeast coiner of the County owned Property described on the Boundary Survey attached hereto as Exhibit "A," with Parccl Identification Number 00174635-004500,and hereinafter referred to as the"Licensed Premises." Licensee is not allowed to place its subdivision sign in any portion of the Right-of-Way. 1 Grant of License and Term: The County does hereby grant to the Licensee, and tile Licensee does hereby accept from the County, a Revocable License ("License") for the use of the Property for the placement of Licensee's subdivision sign for a tern of twent),(20)years("'Term") from tile 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 (60) days' notice to the BOCC prior to the expiration date of the then current term of its desire to renew the Term. Licensee acknowledges that, under all applicable Florida law, Licensee acquires no prescriptive rights or other property rights or clairns by virtue of this License. This License shall continue for twenty (20) ),cars from the date of approval by the BOCC, unless the term is renewed at the option of the BOCC, or until to written notification of its revocation by the County is provided to the Licensee at least sixty (60) days prior to such revocation. This License is revocable with or NVithOUt cause or reasonableness at the will and at tile sole discretion of the BOCC. The Licensee shall have no procedural due process rights or clairns arising from the procedure used to revoke this License froin the County and the Licensee does hereby specifically waive any claim or right arising from such termination procedure. The issuance of this License in no way grants the Licensee or its successors any right to tile 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 officers, 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. In the event that this License is revoked, the Licensee shall have a period of sixty(60) days from tile date of'notification of' such revocation to remove any improvements that it has placed upon the property arid to return tile properly to the condition that it was in as of the date oil'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 may remove such improvements as it deems appropriate and the Licensee Shall be liable for the cost 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 ofthe County, such improvements wil I become the properly of the County. 4. Compensation. Licensee shall pay to Lessor the sums of Ten and 00/100($1UO) Dollar's per'Fen-n, plus any applicable sales tax,due on the first day of each 'rerm, including any extension periods., payable in advance and remitted to the Motiroe 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 Premises only for the purpose ol'placing its subdivision sign, The Licensed Premises shall not be used for any other purpose whatsoever without written consent of tile 1,icensor. Licensee covenants that it will not, without written consent of Licensor, permit, the Licensed Premises to be used or occupied by any person, firm, entity, or- corporation other than Licensee. Licensee further covenants that no nuisance or lia7ardous trade or occupation shall be permitted or carried on, in or upon said Licensed Premises, no act shall be permitted, 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 ,,hall not permit the Licensed Premises to be used or occupied in any manner that violate any laws or regulations of any governmental authority. 6. Repair and Maintenance. Since Licensee hereby has been given permission to Situate improvements on or affix them to the aforesaid real properly, Licensee shall keep said improvements in good repair., and shall maintain them with such reasonable regularity and by such reasonable means and in such reasonable manner at; to prevent them from being or becoming unsightly or otherwise uncomplimentary in general appearance of adjacent property or of all property within the adjacent County area. T Alterations and Improvements. Licensee may not make any alteration, adjustment, partition, addition or improvement to the Licensed premises or any part thereof without obtaining prior written consent of the County. Licensee most comply with all applicable florid Statute, Monroe County Ordinance,;, 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 plans and specifications. All alterations,adjustments, partitions,additions,or unprovcnientsshall, at County's sole discretion, remain the exclusive property of the 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 a mariner 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 improvement-, shall be made at the sole cost and expense of Licensee. 8 Right tuff n ress 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 placenient or operations hinder the County in its maintenance or operations of its property or any subsequent buildings that may be erected on tile property. 9. Independent Contractor. At all tirnes and for all purposes tinder this Agreement Licensee is an independent contractor and not an employee of the Board Of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find Licensee or any of its employees, subcontractors, servants, or agents to be employees of the Hoard oil'County Commissioners of Monroe County. 10, No Third Party BerieficiaLy Rights. This Agreement shall create no rights or clairns Whatsoever in any person other than a party hereto. 11, 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 offfic 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 lUnited to: 1) Title VII of the Civil Rights Act of- 1964 (PL 88-352), which prohibits discrimination in employment oil the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-16831, 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 oil the basis of handicaps.- 4) The Age Discrimination Act ot" 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) "l-he Drug Abuse Oft-ice and Treatment Act of'!972 (PL 92-255), as amended, relating to nondiscrimination oil the basis of drug abuse; Co)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(1-11- 91-616), as amended, relating to nondiscrimination oil 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 record,;; 9) Title Vill of the Civil Rights Act of' 1968 (42 USC §§ 3601 et sect.), as amended, relating to nondiscrimination in the sale, rental or financing of housing--, 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101 Note), as may be amended from time to tuile, relating to nondiscrimination in employment on the basis of disability-, 10) Monroe County Code Chapter 14, Article 11, 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 12. Compliance with Laws, Licensee shall comply with all federal, state, county, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Revocable License Agreerrient, 13. Public Access. The Licensor and Licensee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject 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. 14, Notice lie guirement. Any notice required or permitted under this Agreement shall be in writing and hand delivered or sent by United States Mail, postage prepaid, to tile other party by certified mail, return receipt requested, or by courier with proof"of'dcllvcr-N,. Tile place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice shall be sent to the following addresses: FOR COUNTY: FOR LICENSEE: Monroe County The Cuqjoe Gardens property Owners County Administrator Association, Inc. 1100 Simonton Street 20730 1" Avenue West Room 205 Cudjoc Key, Fl, 33042 Key West, Fl- 33040 and County Attorney I i 11 12"' Street, Suite 409 Key West, FL 33040 15. Indemnification / Hold Harmless. The Licensee cove nan(s and agrees to defend, indeffinify, and hold harmless Monroe County Board of County Commissioners, and its elected and appointed officers, officials, agents, servants, and employees frorn any and all clions, demands, or causes of action for bodily injury (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 connection with, or by reason of the Licensee utilizing (lie property governed by this Revocable License Agreement. 16. Amendrricrits. No medication, amendment, or alteration oil the terms or conditions contained herein shall be effective unless contained in to written document executed by Licensor and Licensee, with tile same foriliality and of equal dignity herewith. 17. Governinty Law Venue, and Interpretation. This Revocable 1-kense Agreement shall be governed by and construed in accordance with tile laws of the State of Florida applicable to 5 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. 18, Mediation. The County and Licensee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of thern the issue shall be submitted to mediation prior 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. Adiudication cal D[st)utes car Disc greenients. 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, then any party shall have the right to seek such relief' or remedy as may be provided by this Agreement or by Florida law. 'rhis Agreement is not subject to arbitration. 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 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 provision of the services under this Agreement. County and Licensee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 21. Severability. If an), terra, covenant, condition or provision of this Agreement (or the application thereof to any circurnstance or person) shall be declared invalid or unenforceable to 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 term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Licensee agree to reform the AgreQnrent to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 22. Attornev"s Fees an(] Costs. County and Licensee agree that in the event any cause of action oradministrative proceeding is initiated ordefeirded by any party relative to the enforcement or interpretation of this Agreement the prevailing party shall be entitled to reasonable attorneys fees, Court costs, investigative,and out-of-pocket expenses, as an award against the non-prevai I ing party, at all levels of the court system, including in appellate proceedings. 6 23. BindingEffect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of County and Licensee and their respective legal representatives, successors, and assigns. 24. 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 law 25. Legaj_Obfigrations and Res 12on sib ili tics. 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, 26, Assignment. Licensee shall have no authority to assign all or any portion of the I-Acensed 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 times 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-111arfies. Non-Delegation of Constitutional or Statutory Duties, No person or entity shall be entitled to rely upon the terms, or any of"them, of this Agreement to enforce or attempt to enf'orce any third-party clairn or entitlement to or benefit of any service or program contemplated hereunder, and the County cand the Licensee agree that neither the County nor the Licensee or any agent, officer, or employee of either shall have the authority to inform., Orm, 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 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 same instrument and any of"the parties hereto may execute this Agreement by signing any such counterpart. 30. Section Headings. Section headings have been inserters 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 tile interpretation of any provision of this Agreement. Mutual Review. 'Fhis Agreciiient 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. 7 31. Entire Agreement. This writing embodies the entire agreement and understanding between the parries hereto,and there are no other 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 Commissioners, and signed by both parties before it becomes effective. 32. Final Understanding. This Agreement is the Parties' final mutual understanding. It replaces any earlier agreements or understandings,whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. t `. nl N WITNESS WHEREOF, the parties hereto have executed this Revocable License IS it ya t as of the day and year first above written. 'r '- BOARD OF COUNTY COMMISSIONERS ,6« YIN MADOK,Clerk OF MONROE CO x ORIDA, `i ` LICEiQ$O ar r e ^ rc Pin rall By: G7L- By: -{ Date: v 'vwtw u. Cl, -2-o'a-o Mayor/Chaimran 3.- o rn THE CUDJOE GARDENS PRcWERI Y OWNERS ASSOCIATION, INC, _ LICENSEE _ WITNESSES: w [� I I iv �. pi Jfl�r/�Pr^ BY: .0(i. _ Printed Name: ." a. S Printed Name: 6�Q.c� IJ^w� 5 Title: l7rc."^ a f t_ A P° / ����'`'n-�'�_�� c / a Printed Name: film-, / Date: /ZS 2 r MONROE COUNTY ATTORNEY'S OFFICE \ nc.t oO-As OJ sX State oCy Of c�+�, ! PATRICIA FABLES — ASSISTANT COUNTY ATTORNEY County of (Y1Dn fa Q. DATE: _. 3- D._2 .12A Subscribed and sworn to(or affirmed)before me,by meanssn.oSf physical presence or O online notarization, on the a5 day of Vwia- , 2020, by 8 (name of` af`fiant), who is the tJ �►f. . r�S �`��i (title) ol'The Cudjoe Gardens ns Property Owners Association, Inc.. He(She is personaff�° 11 Va to e or has producc _ _ (type of' identification) as identification. Jo A. Soch a IRES.March 1,20 � F F'41I L t (SEAL) My Commission Ex airs: _ �: MAP CAE BOUNDARY SUKVEY �ROdFLT�1TE ' - LOCAT86N MA?_NT5 SEC.3D-T&65-K2@E a .... t90 t D Jt iIP.AS nix sxs ' _5{p NF a J 25 IA51MINT FOK / PKIVAle I>UVE -1 N (IlKA FIRST AVENUE M5T1 1 4B �pY 25"EASEMENT r"op,F ATE DRIVE 1 (AEA RRST AVENUE YrFSf) �I1� S i s w�v PLAT `- _. 5.��• i pjV Fi.C!CY 2' 10- 2 so 00rI.Ir=.F BUCK23 1 0 DO LIC FITE-. i e-96r,Iens "VACANT �1a821 rde: 1 5c PL 7 SYMBOL LEGEND; •e.�u 14, -0 $ L— Ha'as DQ'C'I', o� A3 67 All_ uuams (1UP',EYTIE L!IIF, C A N A L~ sror cz+rc eLvnbx�,.ru,. 25 PLAT 1. L( PG I u)c Dc uu Hams 25 M,°1El;S cierl�IEL)TO ❑ 1a®o TOT L APrn==9 i a_�5 LcvL GESCKh"'.QrI FLORIDA KEYS . . t LAND SURVEYING ,. R 946P O11P5FA'a rt 'M " qP Or2 . .... EN/r i.:PKI.Scna�^s Gmail.uom EXHIBIT "A"