R06-175
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RESOLUTION NO. R 06- (1 ~
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING THE EXECUTION OF A LICENSE
AGREEMENT BETWEEN THE CITY OF BOYNTON
BEACH AND AMERICAN LEGION CLUB OF
BOYNTON, FLORIDA; AND PROVIDING AN
EFFECTIVE DATE.
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WHEREAS, the American Legion Club of Boynton, Florida has requested to use a
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piece of City owned property located on the landscape median wi1hin the right of way of the
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intersection of West Ocean Avenue, Ocean Drive and Southwest 6th Street for the construction
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or placement of a monument honoring members of the United States Armed Forces; and
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WHEREAS, upon recommendation of staff, the City Commission has determined that
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it is in the best interests of the residents of the City to execute a License Agreement with
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American Legion Club of Boynton, Florida.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1.
The foregoing "Whereas" clauses are hereby ratified and confirmed as
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being true and correct and are hereby made a specific part of this Resolution upon adoption
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hereof.
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Section 2.
The City Commission of the City of Boynton Beach, Florida does
27 hereby authorize the execution of the License Agreement with American Legion Club of
28 Boynton, Florida, a copy of which is attached hereto as Exhibit "A".
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Section 3.
This Resolution shall become effective immediately upon passage.
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S:\CA \RESO\Agreements\License Agreement - American Legion.doc
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2 PASSED AND ADOPTED this ~ day of October, 2006.
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4 CITY OF BOYNTON BEACH, FLORIDA
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20 ATTEST:
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~~~m.~
~! J City Clerk
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S:\CA\RESO\Agreements\License Agreement - American Legion.doc
ROb- liS-
LICENSE AGREEMENT
,-1:1...-
THIS IS AN AGREEMENT, made this ~day of
between:
DriiT!J-dt.', 2006, by and
THE CITY OF BOYNTON BEACH, FLORIDA, a municipal corporation
organized and existing under the laws of the State of Florida, hereinafter referred
to as "CITY"
and
AMERICAN LEGION CLUB OF BOYNTON, FLORIDA, a Florida not-for-
profit corporation, hereinafter referred to as "LICENSEE".
1. DESCRIPTION OF THE PROPERTY
CITY hereby grants to LICENSEE the right, license, and privilege of using certain CITY owned
property located in the landscape median within the right of way of the intersection West Ocean
Avenue (Gardenia Street), Ocean Drive and Southwest 6th Street (Seville Way) in the City of
Boynton Beach, as depicted on the Lake Boynton Estates Plat as more particularly described in
Exhibit" A" attached hereto and by this reference made a part hereof (hereinafter referred to as
the "Property"), subject to the terms and conditions set forth in this Agreement.
2. COMPENSATION
An annual fee of $1.00 shall be made by the LICENSEE for the privileges granted herein. No
security deposit is required.
3. TERM
This Agreement shall commence October 1 ,2006 and terminate September 30, 2026, unless
terminated prior to said date as provided for herein below, and shall be renewable thereafter upon
mutual consent of the parties.
4. USE OF PROPERTY
LICENSEE shall use the Property only for the construction or placement of a monument
honoring members of the United States Armed Forces and the maintenance thereof and not for
any other purpose whatsoever without the written consent of the CITY. In conjunction with the
use of the Property, LICENSEE shall LICENSEE shall be responsible for the relocation of any
utilities located within the Property, and shall obtain all necessary government and agency
permits and approvals prior to commencing any improvements within the Property. In addition,
prior to the relocation of any utilities, LICENSEE shall obtain the consent from all companies
that maintain utilities or hold utility easements within the Property.
5. ASSIGNMENT
LICENSEE shall have no authority to assign any portion of the Property during the Term of this
Agreement. Should LICENSEE attempt to assign this license, then the license shall be
terminated forthwith without prior notice to LICENSEE.
6. RISK OF LOSS OR DAMAGE
LICENSEE agrees that the monument placed on the Property is at the risk of LICENSEE and
that the CITY is not responsible or any damage, vandalism or destruction to the monument
following its construction or placement. LICENSEE shall give the CITY prompt written notice
of any occurrence, loss, incident or accident occurring on the licensed Property.
7. INSPECTIONS
CITY, its agents, or authorized employees may enter upon the Property at all reasonable times
and hours, to examine same to determine if LICENSEE is properly maintaining the Property
according to this Agreement.
8. INDEMNIFICATION
LICENSEE acknowledges that any personal property placed on the Property is at LICENSEE'S
sole risk. LICENSEE shall indemnify and save harmless and defend the CITY, its trustees,
elected and appointed officials, agents, servants and employees from and against any claim,
demand or cause of action of whatsoever kind or nature arising out of error, omission, or
negligent act of LICENSEE, its agents, servants or employees in the use of the Property, for all
costs, losses and expenses, including but not limited to, damages to persons or property,
judgments and attorneys' fees arising out of or in connection with the uses or operations
permitted under this Agreement.
The parties recognize that various provisions of this Agreement, including but not necessarily
limited to this Section, provide for indemnification by the LICENSEE and require a specific
consideration be given therefor. The parties therefore agree that the sum of Ten Dollars and
001100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such
indemnities, and the providing of such indemnities is deemed to be part of the specifications with
respect to the services to be provided by LICENSEE. Furthermore, the parties understand and
agree that the covenants and representations relating to this indemnification provision shall
survive the term of this Agreement and continue in full force and effect as to the party's
responsibility to indemnify.
9. INSURANCE
LICENSEE shall provide, pay for, and maintain in force, at all times during the term of this
Agreement the kinds and types of insurance as are listed on Exhibit "B". Submission of proof
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of insurance coverage shall be submitted to the City's Risk Manager as a condition precedent to
occupancy. Failure to submit proof of continuing coverage, when requested by the City's Risk
Manager shall constitute grounds for immediate termination of this agreement.
10. MAINTENANCE OF LICENSED PROPERTY AND UTILITIES
The LICENSEE agrees to maintain the Property and all personal property placed thereon in
accordance with the terms and conditions of this Agreement and consistent with prudent and
well-reasoned maintenance procedures and techniques.
11. AMENDMENTS
It is agreed that no modifications, amendment or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document executed with the same
formality and of equal dignity herewith.
12. SURRENDER UPON TERMINATION
Upon the conclusion of the term, or upon termination of this Agreement, LICENSEE agrees to
peaceably surrender and deliver the property to the CITY in substantially the same condition as it
was delivered to LICENSEE at the beginning of this Agreement.
13. WAIVER
Failure of the CITY to insist upon strict performance of any covenant or condition of this
Agreement, or to execute any right herein contained, shall not be construed as a waiver or
relinquishment for the future of any such covenant, condition or right, but the same shall remain
in full force and effect. .
14. TERMINATION
This Agreement may be terminated by either party during the term hereof upon one hundred and
eighty calendar days written notice to the other of its desire to terminate this Agreement,
provided the CITY may only terminate this license if the continued placement of the monument
creates a safety issue.
15. INDEPENDENT CONTRACTOR
This Agreement does not create an employee/employer relationship between the parties. It is the
intent of the parties that the LICENSEE is an independent contractor under this Agreement and
not the CITY's employee for all purposes, including but not limited to, the application of the Fair
Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution
Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal
Revenue Code, the State Workers Compensation Act, and the State unemployment insurance
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law. The LICENSEE shall retain sole and absolute discretion in the judgment of the manner and
means of carrying out LICENSEE's activities and responsibilities hereunder. The LICENSEE
agrees that it is a separate and independent enterprise from the CITY, that it has full opportunity
to find other business, that it make its own investment in its business, and that it will utilize a
high level of skill necessary to perform the work. This Agreement shall not be construed as
creating any joint employment relationship between the LICENSEE and the CITY and the CITY
will not be liable for any obligation incurred by LICENSEE, including but not limited to unpaid
minimum wages and/or overtime premiums.
16. NOTICES
Whenever any party desires to give notice unto any other party, it must be given by written
notice, sent by registered United States mail, with return receipt requested, hand delivery or
facsimile transmission with receipt of delivery, addressed to the party for whom it is intended
and the remaining party, at the places last specified, and the places for giving of notice shall
remain such until they shall have been changed by written notice in compliance with the
provisions of this section. Notice shall be deemed to have been given upon receipt. For the
present, the LICENSEE and the CITY designate the following as the respective places for giving
of notice:
CITY:
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425
Attention: City Manager
Copy To:
James A. Cherof, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Telephone No. (954) 771-4500
Facsimile No. (954) 771-4923
LICENSEE:
American Legion Club of Boynton, Florida
571 W. Ocean Avenue
P.O. Box 1018
Boynton Beach, Fl 33425
Attn: David W. Buckner, President
Telephone No. (561)
Facsimile No. (561)
17. BINDING AUTHORITY
Each person signing this Agreement on behalf of either party individually warrants that he or she
has full legal power to execute this Agreement on behalf of the party for whom he or she is
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signing, and to bind and obligate such party with respect to all provisions contained in this
Agreement.
18. LA WS AND ORDINANCES
LICENSEE shall observe all laws and ordinances of the CITY, county, state, federal or other
public agencies directly relating to the operations being conducted on the Property.
19. SEVERABILITY
If any provision of this Agreement or application thereof to any person or situation shall to any
extent be held invalid or unenforceable, the remainder of this Agreement, and the application of
such provisions to persons or situations other than those as to which it shall have been held
invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect,
and be enforced to the fullest extent permitted by law.
20. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Florida with venue lying in Palm
Beach County, Florida.
21. ENTIRE AGREEMENT
This Agreement represents the entire and integrated agreement between the CITY and the
LICENSEE and supersedes all prior negotiations, representations or agreements, either written or
oral.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the
day and year first written above.
ATTEST:
F BOYNTON BEACH, FLORIDA
APPROVED AS TO FORM:
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LICENSEE
Signed and delivered
in the presence of:
American Legion Club of Boynton, Florida
a Florida not-for-profit corporation
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By: ~UJ;,IItA J6,M /L, ' 'L.--
Print Name: D~v I D fjJ. RLk!.P4b< K
Title: /1r,wn,,41I?E.<
Qt(O\ VY\o.JtOlLe..:
Print Name
S'()JIl/\/ COU;NJ
Print Name
(CORPORATE SEAL)
STATE OF FLORIDA
)
) SS
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COUNTY OF PALM BEACH
BEFORE ME, an officer duly authow:ed by law to administer oaths and take
acknowledgments, personally appeared1)o.IJ I d Jjl.(..C ~n'E'Y who is personally known to me or
who has provided as identification, and acknowledged he/she
executed the foregoing Agreement for the use and purposes mentioned in it and is duly authorized
to execute the foregoing Agreement on behalf of the American Legion Club of Boynton, Florida.
IN WITNESS OF THE FOREGOIN , I have set my hand and official seal at in the State
and County aforesaid on this -5 day of ' .1\./ 2006.
SEAL: YALORIEMOATS
MY COMMISSION' 00 346198
EXPIRES: StpNlnbfr 17. 2008
_lhfII_.................
My Commission xprres:
a&uu .111 C-a,t;
NOTARY PUBLIC
V:don e f1 oak"]
Print or Type Name
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100 200
,Feet W~E
400 W
s
Exhibit A-License Area