Loading...
HomeMy WebLinkAboutR-03-0346J-03-341 03/27/03 03- 346 RESOLUTION NO. A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, WITH THE CENTER FOR HAITIAN STUDIES, INC., LICENSEE, FOR USE OF APPROXIMATELY 7,986 SQUARE FEET OF THE CITY -OWNED PARKING LOT LOCATED AT 185 NORTHEAST 82ND TERRACE, MIAMI, FLORIDA, ON A MONTH-TO-MONTH BASIS, WITH A MONTHLY FEE OF $250, PLUS A FIVE PERCENT (50) INCREASE EVERY TWELVE MONTHS FROM THE EFFECTIVE DATE OF THE AGREEMENT, AND ALL OTHER TERMS AND CONDITIONS AS SET FORTH IN THE AGREEMENT. WHEREAS, the City of Miami ("City") owns and controls the parking lot located at 185 Northeast 82nd Terrace, Miami, Florida ("Property"); and WHEREAS, a portion of the parking lot is currently not in use by the City; and WHEREAS, the Center for Haitian Studies, Inc.'s ("Licensee") building is located adjacent to the Property at 8260 Northeast 2nd Avenue, Miami, Florida; and CITY COMMISSION V,EETING OF APF 1 f?, ?"I Resolution No. 03- 346 WHEREAS, Licensee has approached the City to request the use of a portion of the parking lot to provide parking facilities for its visitors and employees; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated has if fully set forth in this Section. Section 2. The City Manager is authorizedll to execute a Revocable License Agreement, ("Agreement"), in substantially the attached form, with Center for Haitian Studies, Inc., Licensee, for use of approximately 7,986 square feet of the City -owned parking lot located at 185 Northeast 82nd Terrace, Miami, Florida, on a month-to-month basis, with a monthly fee of $250, plus a five percent (5%) increase every twelve months from the effective date of the Agreement and all other terms and conditions as set forth in the Agreement. �i The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. Page 2 of 3 03- 346 Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.11 PASSED AND ADOPTED this 10th ATTEST: P ISCILLA A. THOMPS N CITY CLERK APPROVE S A RO VIL ATTORNEY W7144:tr:AS FORMCORRECTNESS:C/ LLO day of April , 2003. A&- / V I I EL A. DIAZ, MAYOR zi If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 3 of 3 03- 346 DRAFT REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO CENTER FOR HAITIAN STUDIES, INC. FOR THE USE OF THE PROPERTY LOCATED AT 185 N.E. 82ND TERRACE MIAMI, FLORIDA 03- 346 1. Purpose. 1 2. Occupancy And Use Period. 2 3. Continuous Duty to Operate 2 4. Interest Conferred By This Agreement. 2 5. Use Fee. 3 6. Late Fee. 3 7. Returned Check Fee. 4 8. Security Deposit 4 9. Adjustment to Monthly Fee and Security 5 10. Utilities. 5 11. Condition Of The Area. 6 12. Alterations, Additions or Replacements. 6 13. Violations, Liens And Security Interests. 7 14. City Access To Facility. 8 15. Indemnification And Hold Harmless. 8 16. Hazardous Materials. 9 17. Insurance. 9 18. No Liability. 11 19. Taxes and Fees. 12 20. Cancellation By Licensee 12 21. This Revocable License Agreement is Revocable At Will 12 22. Notices. 13 23. Advertising. 13 24. Ownership Of Improvements. 14 25. Surrender Of Area. 14 26. Severability and Savings Clause. 15 27. No Assignment Or Transfer. 15 28. Nondiscrimination. 15 29. Affirmative Action. 15 30. Minority/Women Business Utilization 16 i 03- 346 31. Waiver Of Jury Trial. 32. Non -waiver Of Default. 33. Amendments And Modifications. 34. Compliance With All Applicable Laws. 35. Captions. 36. Interpretation. 37. Entire Agreement. 37. Conflict of Interest Exhibit A - "The Area" 10 16 16 17 17 17 17 18 18 03- 346 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement (the "Agreement") is made this _ day of 2003, between the City of Miami (the "City") a municipal corporation of the State of Florida and Center For Haitian Studies, Inc., a Florida non-profit corporation (the "Licensee"). WHEREAS, the City is the owner of the parking lot located at 185 N.E. 82nd Terrace which is adjacent to the Licensee's property; and WHEREAS, Licensee has expressed interest in using a portion of the parking lot to provide parking for the employees and visitors of Licensee; and WHEREAS, the City and Licensee desire and intend to enter into a revocable license agreement; and WHEREAS, this Revocable License Agreement is not assignable; and WHEREAS, this Agreement is revocable -at -will by the City and without the. consent of the Licensee; and WHEREAS, this Agreement does not transfer an interest in real property including any leasehold interest in real property owned by the City; and WHEREAS, this Agreement does not confer a right to use any real property for any general purposes; and WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any real property; and WHEREAS, this Agreement permits only certain, enumerated, specific and listed permitted uses and does not permit anything further; NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows: 1. Purpose. The City is the owner of real property and improvements thereon located at 185 N.E. 82nd Terrace, Miami -Dade County, Florida (the "Property"). The City has determined that approximately 7,986 square feet of the Property (the "Area"), which is depicted in Exhibit "A" 03- 346 attached hereto and made a part hereof, is not needed at this time by any of the City's offices or departments. The Licensee shall use the Area to provide parking for its visitors and employees (the "Permitted Use"). Licensee is authorized to occupy and use the Area for the Permitted Use, under the conditions hereinafter set forth. Any use of the Area not authorized under the Permitted Use must receive the prior written consent of the City Manager, which consent may be withheld or conditioned for any or no reason, including, but not limited to additional financial consideration. 2. - Occupancy And Use Period. This Agreement shall commence as of the date upon which the City Manager executes this Agreement (the "Effective Date"). It is a revocable Agreement. This Agreement may be terminated in the following manner: (a) cancellation by Licensee; or (b) revocation by the City. 3. Continuous Duty to Operate Except where the Area is rendered untenantable by reason of fire or other casualty, Licensee shall at all times during this Agreement, occupy the Area upon the Effective Date and shall thereafter continuously conduct operations in the Area in accordance with the terms of this Agreement. 4. Interest Conferred By This Agreement. Licensee agrees that this Agreement has been issued by the City to authorize Licensee to occupy the Area solely for the limited purpose of the Permitted Use and no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights of Licensee hereunder are not those of a tenant but are a mere personal privilege to do certain acts of a temporary character and to otherwise use the Area subject to the terms of this Agreement. No leasehold interest in the Area is conferred upon Licensee under the provisions hereof and Licensee does not and shall not claim at any time any leasehold estate or ownership interest in the Area by virtue of this Agreement or its use of the Area hereunder. Additionally, 2 03-- 346 Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Area by virtue of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or alterations to the Area even if such improvements, construction, repairs, partitions, or alterations are authorized by the City. 5. Use Fee. In consideration of this Agreement, Licensee agrees to pay to the City a Monthly Use Fee in the amount of Two Hundred Fifty and 001100 Dollars ($250.00), plus Florida State Use Tax, if applicable, commencing with the first day of the month following the Effective Date of this Agreement, for the use of the Area which shall be paid in advance and in full on the first day of each month, without notice or demand (the "Use Fee"). Payments shall be made payable to the "City of Miami" and shall be mailed to the "City of Miami, Finance Department, 444 S.W. 2nd Avenue, 6h Floor, Miami, Florida 33130", or such other address as may be designated from time to time. In the event the Effective Date does not fall on the first day of the month, the Use Fee will be prorated on a daily basis for that month. 6. Late Fee. In the event the City does not receive any installment of the Use Fee within five days of the date in which it was due, Licensee shall pay to City a late charge in an amount equal to ten percent (10%) of the amount due. Such late fee shall constitute additional fees due and payable to the City by Licensee at the time of payment of the use fee. Acceptance of such late charge by the City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 7. Returned Check Fee. In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a returned check fee (the "Returned Check Fee") based on the following schedule: 3 03- 346 Returned Amount Returned Check Fee $00.01 - 50.00 $20.00 $50.01 - 300.00 $30.00 $300.01 - 800.00 $40.00 OVER $800 5% of the returned amount. The Returned Check Fee shall constitute additional fees due and payable to the City by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by the City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 8. Security Deposit Simultaneously with the execution of this Agreement, the Licensee shall deposit with the City the sum of Seven Hundred Fifty and 00/100 Dollars ($750.00) (the "Security") as guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this Agreement or in connection with this Agreement. If Licensee is in violation of the terms of this Agreement, the City may use, apply or retain all or any part of the Security for the payment of (i) any fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by the City on Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which the City may expend or be required to expend as a result of Licensee's violation. The use, application or retention of the Security or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise. At any time or times when the City has made any such application of all or any part of the Security , the Licensee shall deposit the sum or sums equal to the amounts so applied by City within ten (10) days of written notice by the City. Provided Licensee is not in violation of this Agreement, the Security or balance thereof, as the case may be, shall be returned to Licensee upon the termination of this Agreement or upon 4 03- 346 any later date after which Licensee has vacated the Area in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Security. Licensee shall not be entitled to receive any interest on the Security. 9. Adjustment To Monthly Fee And Security. Commencing twelve months from the Effective Date, or on the first day of the following month if the Effective Date is not on the first of the month, and every twelve months thereafter (the "Anniversary Date(s)"), Licensee agrees that the Monthly Fee shall be increased by five percent (5%) of the Monthly Fee in effect for the immediately preceding Agreement Year and the Security shall be increased to equal three (3) months of the increased Monthly Fee as calculated in the preceding sentence. On each Anniversary Date the Licensee shall remit payment to the City for the increased amount in Security. Nothing in this paragraph shall be construed to grant Licensee the right to use the Area for a term greater than on a month-to-month basis. 10. Utilities. Licensee shall pay for all utilities and services, including but not limited to, electricity, water, storm water fees, gas, telephone, garbage and sewage disposal used by Licensee during its occupancy of the Area, as well as all costs for installation of any necessary lines and equipment. Licensee, at its sole cost, shall install all utilities required for its use, install separate utility meters, and shall be billed directly by the applicable utility company for such services. In the event that the City is billed for any utility or service that is a result of Licensee's use of the Area, the Licensee shall reimburse such amount to the City within five (5) calendar days of notification of the City's receipt of said bill. 11. Condition Of The Area. Licensee accepts the Area "as is", in its present condition and state of repair and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstances, be liable for any latent, patent or other defects in the Area. Licensee, at its sole cost, shall maintain the Area in good order and repair at all times and in an attractive, clean, safe W Oa— 346 and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all repairs to the Area required or caused by Licensee's use of any part thereof. Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and expense in order to comply with all City, County, State and Federal code requirements for Licensee's use or occupancy thereof. - 12. Alterations, Additions Or Replacements. Licensee is authorized to install a fence within the Area , at its sole cost and expense. Licensee shall be solely responsible for applying and acquiring all necessary permits for the installation of the fencing. Upon termination of this Agreement, Licensee at its sole cost and expense is responsible for the removal of the temporary fence and for restoring the Area to its original condition. Except in the event of an emergency, Licensee shall not make any repair or alteration required or permitted to be performed by Licensee unless and until Licensee shall have caused plans and specifications therefore to be prepared, at Licensee's sole expense, by an architect or other duly qualified person and shall have obtained City Manager's approval, which approval may be conditioned or withheld for any or no reason whatsoever. The Licensee shall submit to the City proof of funding and/or its financing plans along with the plans and specifications. The Licensee shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. The Licensee shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the Area, whether or not by or at the expense of the Licensee, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. In the event of an emergency, Licensee may reasonably proceed to perform such repair work and shall immediately notify the City of such work. All alterations must be in compliance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, the City of Miami and any other agency that may have jurisdiction over the Area as they presently exist and as they may be amended hereafter. By the installation of a fence or any other alteration, addition or replacement the City 6 03- 346 shall not be excluded from the Area. 13. Violations, Liens And Security Interests. Licensee, at its sole expense and with due diligence and dispatch, shall secure the cancellation, discharge, or bond off in the manner permitted by law, all notices of violations arising from, or otherwise connected with, Licensee's alterations or improvements, use, occupancy, or operations in the Area which shall be issued by any public authority having or asserting jurisdiction. Licensee shall promptly pay its contractors, subcontractors, and material men for all work and labor done at Licensee's request. Should any lien, claim, or encumbrance be asserted or filed, Licensee shall bond against or discharge the same regardless of validity, within ten (10) calendar days of Licensee's receipt of notice of the filing of said lien, claim, or encumbrance. In the event Licensee fails to remove or bond against said lien or claim in the full amount stated, the City without obligation to do so, may bond, settle, or otherwise remove such lien or claim and Licensee shall pay the City upon demand any amounts paid out by the City to extinguish such claim or lien, including City's costs, expenses, and reasonable attorneys' fees. Licensee further agrees to hold the City harmless from and to indemnify the City against any and all claims, demands and expenses, including attorney's fees, of any contractor, subcontractor, material man, laborer or any other third person with whom Licensee has contracted or otherwise is found liable, in respect to the Area. Nothing contained in this Agreement shall be deemed, construed or interpreted to imply any consent or agreement on the part of the City to subject the City's interest or estate to any liability under any mechanic's or other lien asserted by any contractor, subcontractor, material man or supplier against any part of the Area or any of the improvements thereon. All contracts, subcontracts, purchase orders, or other agreements involving the Area shall provide for the waiver of any lien rights in the Area and provide that the contracting party agrees to be bound by such provision and include the waiver provision in any sub agreement. 14. City Access To Area 7 03- 346 The City and its authorized representative(s) shall at all times have access to the Area. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) calendar days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the Area, to prospective purchasers or -lessees or licensees, and (e) for other purposes as may be deemed necessary by the City; provided, however, that the City shall make a diligent effort to provide at least 24 -hours advance notice and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon the City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this Agreement. 15. Indemnification and Hold Harmless The Licensee shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during the period of this Agreement, for any personal injury, loss of life or damage to property sustained in or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. 16. Hazardous Materials 8 03- 346 The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders, administrative actions and administrative orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Material Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances, under any such laws, ordinances or regulations (collectively "Hazardous Materials"). The Licensee shall, at its sole cost and expense, procure, maintain in effect, and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Area required for the Licensee's use, or storage of, any Hazardous Materials in or about the Area in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon termination or expiration of this Agreement, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Area by the Licensee or at the Licensee's direction, to be removed from the Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The City acknowledges that it is not the intent of this Article to prohibit the Licensee from operating in the Area for the uses described in the Section of this Agreement entitled "Purpose". The Licensee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Section of the Agreement shall survive the expiration or termination of this Agreement. 17. Insurance Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the following insurance coverage: A. Commercial General liability insurance on a Comprehensive General liability 9 03- 346 coverage form, or its equivalent, including premises, operations and contractual coverage's against all claims, demands or actions for bodily injury, personal injury, death or property damage occurring in or about the Area with such limits as may be reasonably requested by the City from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. The City shall be named as Additional Insured on the policy or policies of insurance. B. Automobile Liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this Agreement, along with Garage Keepers Liability insurance coverage. The policy or policies of insurance shall contain such limits as may be reasonably requested by the City from time to time but not less than One Million Dollars ($1,000,000.00) for bodily injury and property damage. The City of Miami shall be named as additional insured on the Garage Keepers Liability insurance policy. C Worker's Compensation in the form and amounts required by State law, if applicable. D. The City of Miami, Division of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or security reasonably required by the City. E. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the City. Said notice should be delivered to the City of Miami, Division of Risk Management, 444 SW 2 Avenue, 91h Floor, Miami, Florida 33130, with copy to the City of Miami, Office of Asset Management, 444 SW 2nd Avenue, 3`d Floor, Miami, Florida 33130, or such other address that may be designated from time to time. F. A current Evidence and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Office of Asset Management at the commencement of the term of this Agreement and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest to 03- 346 edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required, does not constitute a waiver of the Licensee's obligation to fulfill the insurance requirements herein. In the event Licensee shall fail to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. Licensee's failure to procure insurance shall in no way release Licensee from its obligations and responsibilities as provided herein. 18. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, and/or equipment belonging to or rented by Licensee, its officers, agents, employees, invitees or patrons occurring in or about the Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Area or any person whomsoever whether such damage or injury results from conditions arising upon the Area or from other sources. Licensee indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the privilege to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from 03- 346 Licensee's use of the Area. Licensee assumes all risk of loss resulting from the use of the Area. 19. Taxes and Fees. Licensee shall pay before any fine, penalty, interest or cost is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Area, or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area by Licensee, including, but not limited to, ad valorem taxes, fire fees, and parking surcharges. In the event Licensee appeals a tax or fee, Licensee shall immediately notify the City of its intention to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred percent (100%) of the contested tax together with all interest, costs and expenses, including reasonable attorneys' fees, expected to be incurred. 20. Cancellation By Licensee. Licensee may cancel this Agreement at any time by giving thirty (30) days written notice to the City prior to the effective date of the cancellation. 21. This Revocable License Agreement is Revocable At Will. This Agreement extended to the Licensee is revocable at will by the City Manager and without the consent of the Licensee. 22. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: 12 03- 346 CITY OF MIAMI City of Miami Office of the City Manager 3500 Pan American Drive Miami, FL 33133 WITH A COPY TO City of Miami Office of Asset Management 444 SW 2nd Avenue, Suite 325 Miami, FL 33130 WITH A COPY TO City of Miami City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, FL 33130 LICENSEE Center For Haitian Studies, Inc. Attn: Laurinus Pierre 8260 N.E. 2nd Avenue Miami, FL 33138 23. Advertising. Licensee shall not permit any signs, decoration, or advertising matter to be placed upon the exterior of the Area without having first obtained the approval of the Director of Asset Management or his/her designee, which approval may be withheld for any or no reason, at his sole discretion. Licensee must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Area. If any part of the Area is in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from the City directing the required repairs, the City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. 13 03- 346 Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Area an appropriate sign indicating the City's has issued this Agreement. 24. Ownership Of Improvements. As of the Effective Date and throughout the Use Period, title to the Area and all improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to the Area, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. 25. Surrender Of Area. In either event of cancellation pursuant to "Cancellation By Licensee" or "This Revocable License Agreement is Revocable At Will", Licensee shall peacefully surrender the Area broom clean and in good condition and repair together with all alterations, installation, additions and improvements which may have been made in or attached on or to the Area. Upon surrender, Licensee shall promptly remove all its personal property and equipment and Licensee shall repair any damage to the Area caused thereby. Should Licensee fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from the City directing the required repairs, the City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay to the City the full cost of such repairs within five (5) calendar days of receipt of an invoice indicating the cost of such required repairs. At the City's option, the City may require Licensee, at Licensee's sole cost and expense, to restore the Area to a condition acceptable to the City. In the event Licensee fails to remove its personal property and equipment from the Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as the City sees fit, all at Licensee's sole cost and expense. 26. Severability and Savings Clause. 14 03- 346 It is the express intent of the parties that this Agreement constitutes a license and not a lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the application thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall be interpreted in the light most favorable to the creation of a license and (ii) if any provision of this Agreement, or the application thereof to any circumstance, is determined by a court of competent jurisdiction to have created a lease rather than a license, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be affected thereby and shall continue to operate and remain in full force and effect. With regard to those provisions which do not affect the parties intent for this Agreement constitute a license, should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 27. No Assignment or Transfer. The Licensee may not assign or transfer this Agreement or any portion of any privilege of occupancy and/or use granted by this Agreement. 28. Nondiscrimination. 15 03- 346 Licensee shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its occupancy and/or use of the Area and improvements thereon. 29. Affirmative Action. Licensee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 34. Minority/Women Business Utilization. Licensee shall make every good faith effort to purchase/contract fifty-one percent (51%) of its annual goods and services requirements from Hispanic, Black and Women businesses/professionals registered/certified with the City Office of Minority/Women Business Affairs. The City will make such lists available to the Licensee at the time of the issuance of the Agreement and the City's Office of Minority/Women Business Affairs will routinely provide updates. 31. Waiver Of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Licensee entering into the subject transaction. 16 03- 346 32. Nonwaiver of Default Any failure by the City at any time or from time to time to enforce and require the strict keeping and performance of any of the terms or conditions of this Agreement shall not constitute a waiver of any such terms or conditions at any future time and shall not prevent the City from insisting on the strict keeping and performance of such terms or conditions at any later time. No waiver of any right hereunder shall be effective unless in writing and signed by the City. 33. Amendments And Modifications. No amendments or modifications to this Agreement shall be binding on either party unless in writing, approved as to form and correctness by the City Attorney, and signed by both parties. The City Manager is authorized to amend or modify this Agreement as needed. 34. Compliance with All Applicable Laws. The Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, ordinances and regulations is a condition of this Agreement, and the Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida regardless of any conflict of law or other rules, which would require the application of the laws of another jurisdiction. Venue for any legal proceeding shall be in Miami -Dade County. 35. Captions. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 36. Interpretation. This Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body 17 03- 346 interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 37. Entire Agreement. This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. 38. Conflict of Interest. Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: By: 18 CITY OF MIAMI, a municipal corporation of the State of Florida 03- 346 Priscilla A. Thompson City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Un Diane Ericson, Director Risk Management Department WITNESS: By: Signature Print Name 19 Joe Arriola City Manager APPROVED AS TO FORM AND CORRECTNESS: L -In Alejandro Vilarello City Attorney LICENSEE: CENTER FOR HAITIAN STUDIES, INC. A Florida non-profit Corporation. Signature - Officer Print Name 03- 346 The Area EBIT A (TO O be Attached) 20 o 11, Q (S EXHIBIT A `-M QFCW.D nrw .�waro CA NO ,ACING RFA + { I I I -I f I / A^ 04OW TP%CVWC N one w !'ALT. AOA4ALT PAVEHIWr F ILIT" 13 I 1 iMCN MXIVT. ♦• C2 -r- C Mr.) LXI6rj4 I�rcir ' c9 � E�Or ttO DcIbT. ttLi _______ ` - J�►I�LAi_GL r I k16T. 4•9 OL VATER rt" — K SO. — — p4ST. •v a -W 3ELER —0A6i_ MW. ffttA TERR. "N. 03- 346 TO FROM CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM CA -7 The Honorab yQr and Me bers DATE: MAR 3 1 20 3 FILE: o he City ommission SUBJECT: Center for Haitian Studies, Inc. 0-Q rJ Jot Arriola REFERENCES C of Administrator/City Manager ENCLOSURES: April 10, 2003 City Commission Agenda RECOMMENDATION: The administration recommends that the City Commission adopt the attached Resolution authorizing the City Manager to execute a Revocable License Agreement (the "Agreement"), in substantially the attached form, with Center for Haitian Studies, Inc. a non profit corporation under the laws of the State of Florida (the "Licensee"), for the use of approximately 7,986 square feet of the City -owned parking lot located at 185 N.E. 82nd Terrace, Miami, Florida (the "Property"), for the purpose of providing parking facilities to Licensee's visitors and employees, on a month-to-month basis and with a monthly fee in the amount of $250.00 plus a 5% increase every twelve months from the Effective Date of the Agreement. BACKGROUND: The Center For Haitian Studies, Inc. has approached the City for the use of a portion of the City -owned parking lot located at 185 N.E. 82nd Terrace which is adjacent to his property. Currently the City Fire Rescue is using a portion of the parking lot. At this time, the City has no use for the remaining area of the parking lot. Highlights of the Agreement are as follows: Use Period: On a month-to-month basis. Utilities: Licensee is responsible. Fee: $ 250.00/month, plus a 5% increase every twelve months from the effective date of the Agreement. Late Fee: 10% late fee of the delinquent installment if not received within five days after it becomes due. Security Deposit: $ 750.00 Maintenance: Licensee responsible to maintain the Area. Insurance: Licensee will provide the required insurance, which includes commercial general liability and garage keeper liability in the amount of at least $1,000,000 each, automobile liability insurance in the amount of 03- 346 The Honorable Mayor and Members of the City Commission Page 2 $500,000, Worker's Compensation in the form and amounts required by State law. Financial impact: There is no negative financial impact to the City. JA:PK:eb:Cover memo reso RLA/CHS 03- 346