HomeMy WebLinkAboutR-03-0425J-03-403
5/7/03
RESOLUTION NO. 03- 425
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE A REVOCABLE LICENSE
AGREEMENT, IN SUBSTANTIALLY THE ATTACHED
FORM, WITH COMMUNITY COMMITTEE FOR
DEVELOPMENTAL HANDICAPS, INC. ("CCDH"), TO
PROVIDE FOR CCDH'S USE OF APPROXIMATELY 100
SQUARE FEET WITHIN THE SANDRA DeLUCCA
BUILDING (THE "BUILDING"), LOCATED IN KINLOCH
PARK AT 4560 NORTHWEST 4TH TERRACE, MIAMI,
FLORIDA, FOR OFFICE SPACE TO ASSIST
INDIVIDUALS AND THEIR FAMILIES WITH
DEVELOPMENTAL DISABILITIES, SUBJECT TO CCDH
PROVIDING THE CITY A WAIVER OF THE CITY'S
NEXT ANNUAL DUES PAYMENT TO CCDH, AND AT
TERMS AND CONDITIONS AS MORE PARTICULARLY SET
FORTH IN SAID LICENSE AGREEMENT.
WHEREAS, CCDH is a program that helps individuals and
their families with developmental disabilities by identifying
and accessing needed services; and
WHEREAS, CCDH has received a Community Development Block
Grant from the City of Miami to provide services to residents of
the City of Miami and participants of the City's Disability
Program; and
WHEREAS, on September 13, 2001, the City Commission adopted
Resolution No. 01-891, authorizing the City Manager to
CITY COMMISSION
MEETING OF
MAY 0 2013
Resolution No.
03- 425
execute a Revocable License Agreement between the City and CCDH,
for the use of one hundred (100) square feet of office space at
the Sandra DeLucca Development Center Building (the "Building")
for the period of October 1, 2001 to September 30, 2002; and
WHEREAS, Licensee has expressed its interest in the
continued use of office space at the Building under the same
terms and conditions; and
WHEREAS, the City Commission finds it in the best interest
of the City to enter into a Revocable License Agreement with
CCDH for this purpose;
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 as if fully set forth in this Section.
Section 2. The City Manager is authorizedll to execute a
Revocable License Agreement, in substantially the attached form,
with Community Committee For Developmental Handicaps, Inc.
("CCDH"), for CCDH's use of approximately 100 square feet within
the Sandra DeLucca Developmental Center Building (the
"Building"), located in Kinloch Park at 4560 Northwest 4th
Terrace, Miami, Florida, for office space to assist individuals
1� 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— 425
and their families with developmental disabilities, subject to
CCDH providing the City a waiver of the City's next annual dues
payment, and at terms and conditions as more particularly set
forth in said License Agreement.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.21
PASSED AND ADOPTED this -8th da o Mav 2003.
EL A. DIAZ, MAYOR
ATTEST:
PRISCILLA A. THOMPSON
CITY CLERK
APPR�D �/TO FO"D CORRECTNESS
EJAN RO VILARELLO
TYATTORNEY
99:tr:BSS
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- 425
3/10/2003
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
ftc
COMMUNITY COMMITTEE FOR DEVELOPMENTAL HANDICAPS ("CCDH")
FOR THE OCCUPANCY AT
4560 NORTHWEST 4TH TERRACE, MIAMI, FLORIDA
o)3— 425
TABLE OF CONTENTS
1. PURPOSE
2. OCCUPANCY AND USE PERIOD
3. DUTY TO OPERATE FOR PUBLIC PURPOSE
4. INTEREST CONFERRED BY THIS AGREEMENT
5. USE FEE
6. SECURITY DEPOSIT
7. CONDITION OF THE PROPERTY AND MAINTENANCE
8. SERVICES AND UTILITIES
9. ALTERATIONS, ADDITIONS OR REPLACEMENTS
10. VIOLATIONS, LIENS AND SECURITY INTERESTS
11. CITY ACCESS TO FACILITY
12. INDEMNIFICATION AND HOLD HARMLESS
13. INSURANCE
14. NO LIABILITY
15. TAXES AND FEES
16. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES
WITHOUT CAUSE
17. TERMINATION BY CITY MANAGER FOR CAUSE
18. NOTICES
19. ADVERTISING
20. OWNERSHIP OF IMPROVEMENTS
21. SURRENDER OF AREA
22. SEVERABILITY
23. NO ASSIGNMENT OR TRANSFER
24. NONDISCRIMINATION
25. NO DISCRIMINATION IN HIRING
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26. MINORITY/WOMEN BUSINESS UTILIZATION 14
27. WAIVER OF JURY TRIAL 14
28. WAIVER 14
29. AMENDMENTS AND MODIFICATIONS 14
30. COURT COSTS AND ATTORNEY (S)' FEES 15
31. COMPLIANCE WITH ALL LAWS APPLICABLE 15
32. RADON GAS 15
33. ENTIRE AGREEMENT 15
34. CONFLICT OF INTEREST 15
EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT B - THE PROPERTY
03- 425
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is entered this day of
, 2003, between the City of Miami (the "City") a municipal corporation of the
State of Florida and Community Committee for Developmental Handicaps ("CCDH"), a non-
profit organization under the laws of the State of Florida (the "Licensee").
WHEREAS, on September 13th, 2001, the City Commission passed and adopted
Resolution No. 01-891, authorizing the City Manager to execute a Revocable License
Agreement between the City and CCDH, in a form acceptable to the City Attorney, for the
use of one hundred (100) square feet of office space at The Sandra DeLucca Development
Center Building (the "Building") for the period of October 1, 2001 to September 30, 2002;
and
WHEREAS, Licensee has expressed to the City its interest in utilizing office space at
Building under the same terms and conditions; and
WHEREAS, the CCDH is a program that helps individuals and their families with
developmental disabilities by identifying and accessing needed services; and
WHEREAS, this Permit 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;
NOW, THEREFORE, in order to carry out the intent as expressed herein and in
consideration of the mutual agreements subsequently contained, the City and Licensee agree
as follows:
o)3— 425
1. PURPOSE.
The City is the owner of real property and improvements thereon at 4560 Northwest 4th
Terrace, Miami, Florida (the "Property") more particularly described as the East 200 feet of
Tract "A", corrected plat of Kinloch Municipal Park, according to the plat thereof as recorded
in plat book 58 page 7 of the Public Records of Dade County, Florida. The City has
determined that approximately 100 square feet of space (the "Area") within the Building is
not needed at this time by any of the City's offices or departments. The City has expressed its
desire to assist the Licensee in accomplishing its purpose and in furtherance thereof authorizes
the Licensee to occupy and use the Area under the conditions hereinafter set forth. The use of
the Area is strictly limited for its administrative offices and is not to be used for any other
purpose whatsoever (the "Permitted Use"). Any use of the Area not authorized under the
Permitted Use must receive the prior written consent of the City Manager. This consent can
be withheld for any or no reason, including, but not limited to, additional financial
consideration.
2. OCCUPANCY AND USE PERIOD.
This Agreement shall commence as of October 1, 2002 (the "Effective Date") and shall
continue until the first to occur of the following:
a) cancellation or termination by the express written agreement of the parties
hereto; or
b) cancellation or termination by request of any of the parties hereto, subject
to the notice provisions of "Cancellation by Request of Either Of The Parties Cause" and
"Termination By City Manager For Cause".
3. DUTY TO OPERATE, FOR PUBLIC PURPOSE.
Licensee, at all times during Licensee's use of the Area, shall: (i) utilize the Area solely
as administrative offices; (ii) maintain an active status as a Florida Non Profit Corporation;
and (iii) upon request of the City, furnish the City with current disclosure information with
respect to the identity of the officers and directors of Licensee's corporation.
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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 operating its administrative offices
therein 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, 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 which may be authorized by the City.
5. USE FEE.
In consideration for this Agreement, Licensee waives the membership dues of $750.00,
which covers the period of October 1, 2002 to September 30, 2003. These dues encompass
City membership in the CCDH.
Notwithstanding the above, twelve months from the Effective Date of this Agreement
and every twelve months thereafter, unless the Agreement is sooner terminated pursuant to
the provisions of Sections 16 and 17 of the Agreement, annual membership dues are waived
by CCDH. The acceptance of such annual waiver by the City does not imply that this
Agreement is other than a month-to-month.
6. SECURITY DEPOSIT.
Licensee has deposited with the City the sum of Five Hundred and 00/100 Dollars
($500.00) (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 beyond any applicable notice or cure period, 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
3 a3- 425
which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on
Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which
City may expend or be required to expend as a result of Licensee's violation. Should the City
use, apply or retain all or any part of the Security, the Licensee shall reimburse the amounts
used, applied or retained within thirty (30) days. The use, application or retention of the
Security or any portion thereof by City shall not prevent City from exercising any other right
or remedy provided for under this Agreement or at law and shall not limit any recovery to
which City may be entitled otherwise.
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 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, City shall be completely relieved of liability
with respect to the Security. Licensee shall not be entitled to receive any interest on the
Security.
7. CONDITION OF THE PROPERTY AND MAINTENANCE.
A. Licensee accepts the Area "as is", in its present condition and without any
representation by or on behalf of City, and agrees that 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 and
sanitary condition an shall suffer no waste or injury thereto.
B. 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 and State building code requirements for
Licensee's occupancy thereof.
C. If Licensee installs any electrical equipment that overloads the lines in the Area or the
Property, City may require Licensee to make whatever changes to the lines as may be
necessary to render same in good order and repair, and in compliance with all applicable legal
requirements.
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8. SERVICES AND UTILITIES.
City shall, at its sole cost and expense, furnish and maintain air conditioning, electric
current and dumpster for regular office debris. Licensee must abide by the rules, regulations,
schedules and practices of the City in the administration of these services.
The City reserves the right to interrupt, curtail or suspend the provision of any utility
service, including but not limited to, heating, ventilating and air conditioning systems and
equipment serving the Area, to which Licensee may be entitled hereunder, when necessary by
reason of accident or emergency, or for repairs, alterations or improvements in the judgment
of City desirable or necessary to be made or due to difficulty in obtaining supplies or labor or
for any other cause beyond the reasonable control of the City. The work of such repairs,
alterations or improvements shall be prosecuted with reasonable diligence. The City shall in
no respect be liable for any failure of the utility companies or governmental authorities to
supply utility service to Licensee or for any limitation of supply resulting from governmental
orders or directives. Licensee shall not claim any damages by reason of the City's or other
individual's interruption, curtailment or suspension of a utility service, nor shall the
Revocable License or any of Licensee's obligations hereunder be affected or reduced thereby.
Licensee, at its sole cost, shall provide cleaning services for the Area. Licensee shall pay for
all telephone services or other utility service Licensee may require including the installation
of any lines and equipment necessary.
Licensee agrees to provide any and all security it deems necessary to protect its
operations and equipment. Licensee shall insure that all appropriate equipment and lights
have been turned off and appropriate doors locked at the close of operations within the Area
each day.
9. ALTERATIONS, ADDITIONS OR REPLACEMENTS.
Except in the event of an emergency, Licensee shall not make any repair or alteration
required or permitted to be performed by Licensee without first receiving the written approval
of the City Manager, which approval may be conditioned or withheld for any or no reason
whatsoever, including a condition to pay additional fees if such alteration will affect the cost
of services being provided by the City. If City approves such request, no repair or alteration
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shall be commenced until plans and specifications therefore shall have been submitted to and
approved by the City Manager.
In the event of an emergency, Licensee shall reasonably proceed to perform such repair
work and shall immediately notify the City of such work.
10. VIOLATIONS, LIENS AND SECURITY INTERESTS.
Licensee, at its expense and with due diligence and dispatch, shall secure the
cancellation or discharge of or bond off same in the manner permitted by law, all notices of
violations arising from or otherwise in connection with Licensee's improvements or
operations in the Area which shall be issued by any public authority having or asserting
jurisdiction. Licensee shall promptly pay its contractors and materials men for all work and
labor done at Licensee's request. Should any such lien be asserted or filed, regardless of the
validity of said liens or claims, Licensee shall bond against or discharge the same within
fifteen (15) calendar days of Licensee's receipt of notice of the filing of said encumbrance. In
the event Licensee fails to remove or bond against said lien by paying the full amount
claimed, Licensee shall pay the City upon demand any amount paid out by City, including
City's costs, expenses and reasonable attorneys' fees. Licensee further agrees to hold City
harmless from and to indemnify the City against any and all claims, demands and expenses,
including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor,
material man, laborer or any other third person with whom Licensee has contracted or
otherwise is found liable for, 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
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 thereof against any part of
the Area or any of the improvements thereon and each such contract shall provide that the
contractor must insert a statement in any subcontract or Purchase order that the contractor's
contract so provides for waiver of lien and that the subcontractor, material man and supplier
agree to be bound by such provision.
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11. CITY ACCESS TO FACILITY.
City and its authorized representative(s) shall have at all times access to the Area. City
will maintain a complete set of keys to the Area. Licensee, at its sole cost and expense, may
duplicate or change key locks but not until first receiving written approval from the Director
of Parks and Recreation (hereinafter referred to as "Director") for such work. In the event
Licensee changes key locks as approved by the Director, Licensee, at its sole cost and
expense, must also provide a copy of said keys to the City.
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)
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 and (d) for other
purposes as may be deemed necessary by the City Manager in the furtherance of the City's
corporate purpose; provided, however, that 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 City any liability of any
kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability
assumed under this Agreement.
12. 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
Licensee's use and occupancy of the Area, for any personal injury, loss of life or damage to
personal property and/or real 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
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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 right
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
Licensee's use of the Area.
13. 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
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 $300,000 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. The policy or
policies of insurance shall contain a combined single limit of at least $500,000 for bodily
injury and property damage. The requirements of this provision will be waived upon
submission of a written statement from Licensee that no automobiles are used to conduct
business.
C. "All Risk" property insurance against loss or damage by fire, windstorm, with
such endorsements for extended coverage, vandalism, malicious mischief, flood and special
coverage, insuring 100% of the replacement cost of Licensee's fixtures, equipment, furniture
and all other personal property in and about the Area. This requirement may be waived
provided that Licensee executes a full release holding the City harmless for any damages
incurred by Licensee due to the above mentioned cause as defined in a standard All Risk
policy.
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D. Worker's Compensation in the form and amounts required by State law.
E. The City's Department 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.
F. 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, Department of Risk
Management, 444 SW 2 Avenue, 9"' Floor, Miami, Florida 33130, with copy to City of
Miami, Office of Asset Management, 444 SW 2 Avenue, 3 Floor, Miami, Florida 33130, or
such other address that may be designated from time to time.
G. A current Evidence and Policy of Insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Office of Asset Management of the City 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, 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 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 ar 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.
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14. NO LIABILITY.
In no event shall the City be liable or responsible for damage to the personal property,
improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers,
agents, employees, invitees or patrons, including without limitation, damages resulting from
fire, 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 Licensee, its officers,
employees, agents, invitees, or patrons or any person whomsoever whether such damage or
injury results from conditions arising at or about the Area or upon other portions of the
Property or from other sources.
15. TAXES AND FEES.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment,
any and all charges, fees, taxes or assessments levied against the Area and/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 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 City or other security
reasonably satisfactory to City in an amount sufficient to pay one hundred percent of the
contested tax or fee with all interest on it and costs and expenses, including reasonable
attorneys' fees, to be incurred in connection with it.
16. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT
CAUSE.
Either party may cancel this Agreement at any time with thirty (30) days written notice
to the non -canceling part to the effective date of the cancellation.
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17. TERMINATION BY CITY MANAGER FOR CAUSE.
If Licensee in any manner violates the restrictions and conditions of this Agreement,
then, and in the event, after ten (10) days written notice given to Licensee by the City
Manager within which to cease such violation or correct such deficiencies, and upon failure of
Licensee to do so after such written notice within said ten (10) day period, this Agreement
shall be automatically canceled without the need for further action by the City.
18. 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 or for purposes of canceling this Agreement, the City may
serve notice by posting it at the Area. 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:
CITY OF MIAMI
City of Miami
City Manager
3500 Pan American Drive
Miami, FL 33133
COPY TO
City of Miami
Director
Economic Development Department
444 SW 2 Avenue, Suite 325
Miami, FL 33130
COPY TO
City of Miami
City Attorney's Office
444 SW 2 Avenue, Suite 945
Miami, FL 33130
LICENSEE
Community Committee for Developmental
Handicaps ("CCDH")
4560 NW 4 Terrace
Miami, Florida
Attn: Executive Director
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19. ADVERTISING.
Licensee shall not permit any signs or advertising matter to be placed either in the
interior or upon the exterior of the Area without having first obtained the approval of the
Director, which approval may be withheld for any or no reason, at his/her sole discretion.
Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration,
advertising matter or other things as may be permitted hereunder in good condition and repair
at all times. 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 City directing the required repairs, City shall cause the Area to
be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of
such repairs within ten (10) days of receipt of an invoice indicating the cost of such required
repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or
place upon the Area an appropriate sign indicating City's having issued this Agreement.
20. OWNERSHIP OF IMPROVEMENTS.
As of the Effective Date and throughout the Use Period, all buildings and improvements
thereon shall be vested in City. Furthermore, title to all Alterations made in or to the
Property, 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 Property.
21. SURRENDER OF AREA.
In either event of cancellation pursuant to "Cancellation By Request Of Either Of The Parties
Without Cause" or "Termination By City Manager For Cause", or at the expiration of the time
limited by the notice, Licensee shall peacefully surrender the Area broom clean and in good
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condition and repair together with all alterations, fixtures, 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, trade fixtures 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 City
directing the required repairs, City shall cause the Area to be repaired at the sole cost and
expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10) days
of receipt of an invoice indicating the cost of such required repairs. City may require
Licensee to restore the Area so that the Area shall be as it was on the Effective Date.
In the event Licensee fails to remove its personal property, equipment and fixtures 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 City sees fit, all at Licensee's
sole cost and expense.
22. SEVERABILITY AND SAVINGS CLAUSE.
Should any provisions, paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or
otherwise unlawful under the laws of the State of Florida or the City, such provisions,
paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in
order to conform with such laws, and the same may be deemed severable by the City, and in
such event, the remaining terms and conditions of this Agreement shall remain unmodified
and in full force and effect.
23. NO ASSIGNMENT OR TRANSFER.
Licensee c2nnot assign or transfer its 1):-ivilege of occupancy and use -ranted unto it by
this Agreement.
24. NONDISCRIMINATION.
Licensee represents and warrants to the City that Licensee does not and will not engage
in discriminatory practices and that there shall be no discrimination in connection with
13 03` 425
Licensee's use of the Park on account of race, color, sex, religion, age, handicap, marital
status or national origin.
25. NO DISCRIMINATION IN HIRING.
In the performance of this Agreement or any extension thereof, Licensee and/or its
authorized agents shall not discriminate against any employee or applicant for employment
because of sex, age, race, color, religion, ancestry or national origin. Licensee and/or its
authorized agents will take affirmative action to insure that minority applicants are employed
and that employees are fairly treated during employment without regard to their sex, age, race,
color, religion, ancestry, or national origin. Such action shall include, but not be limited to,
the following: employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation.
26. 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. Such lists will be made available to the Licensee at the time of the issuance
of the Agreement by the City and updates will be routinely provided by the City's Office of
Minority/Women Business Affairs.
27. WAIVER OF JURY TRIAL.
The parties hereby knowingly, irrevocable, 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 executcd 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.
14
03- 425
28. WAIVER.
No failure on the part of the City to enforce or insist upon performance of any of the
terms of this Agreement, nor any waiver of any right hereunder by the City, unless in writing,
shall be construed as a waiver of any other term or as a waiver of any future right to enforce
or insist upon the performance of the same term.
29. AMENDMENTS AND MODIFICATIONS.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, signed by both parties and approved by the City Manager. The City
Manager is authorized to amend or modify this Agreement as needed
30. COURT COSTS AND ATTORNEY (S)' FEES.
In the event it becomes necessary for the City to institute legal proceedings to enforce
or interpret the provisions of this Agreement, Licensee shall pay the City's court costs and
attorney's fees through all trial and appellate levels. Licensee acknowledges that Florida law
provides for mutuality of attorney's fees as a remedy in contract cases and specifically and
irrevocable waives its right to collect attorney's fees from the City under applicable laws,
including specifically, but not limited to Section 57.105, Florida Statutes. It is the express
intent of the parties hereto that in no event will the City be required to pay Licensee's
attorney's fees and court costs for any action arising out of this Agreement. In the event that
Licensee's waiver under this section is found to be invalid then Licensee agrees that the City's
liability for Licensee's attorney's fees and court costs shall not exceed the sum of $100.00. In
the event that the waiver and limitations contained herein are found to be invalid, or are
otherwise not upheld, then the provisions of this Section shall become null and void and each
party shall be responsible for its own attorney's fees and costs.
31. COMPLIANCE WITH ALL LAWS APPLICABLE.
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 Licensee shall comply therewith as the same presently exist
15
t �- 425
and as they may be amended hereafter. This Agreement shall be construed and enforced
according to the laws of the State of Florida.
32. RADON GAS.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit. Licensee may, have an appropriately licensed
person test the Area for radon. If the radon level exceeds acceptable EPA standards, the City
may choose to reduce the radon level to an acceptable EPA level, failing which either party
may cancel this Agreement.
33. 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.
This Agreement is the result of negotiations between the parties and has been typed/printed by
one party for the convenience of both parties, and the parties covenant that this Agreement
shall not be construed in favor of or against either of the parties.
34. 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.
LM.) 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 further 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
16
03- 425
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:
Priscilla A. Thompson
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
CITY OF MIAMI, a municipal corporation
of the State of Florida
wo
Joe Arriola
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Diane Ericson, Director Alejandro Vilarello
Department of Risk Management City Attorney
LICENSEE:
WITNESS: Community Committee for Developmental
Handicaps
Signature Signature
Print Name Print Name
Signature Print Title
Print Name
17
03- 425
EXHIBIT "A"
LEGAL DESCRIPTION
THE EAST 200 FEET OF TRACT "A", CORRECTED PLAT OF KINLOCH MUNICIPAL
PARK; ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 58
PAGE 7 OF THE PUBLIC RECORDS OF DADE COUNTY, FLORIDA.
19 03- 425
03- 42�
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s ..Vo ccue..-r SaGr�ww�/ � �4n�/a •40acM'GOc�a •Jp
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03- 42�
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
CA -17
TO: The Honorable M nd Members DATE: APR 2 4 2333
FILE
of the City Co mission
I
SUBJECT: Resolution authorizing the City Manager
to execute a Revocable License
Agreement with Community Committee
for Developmental Handicaps
FROM: i REFERENCES:
oe�4rriola
hi f Administrator/City Manager ENCLOSURES: City Commission
May 8, 2003
RECOMMENDATION:
The administration recommends that the City Commission adopt the attached Resolution authorizing the
City Manager to execute a Revocable License Agreement, in substantially the attached form, with
Community Committee for Developmental Handicaps, Inc. ("CCDH") to provide for CCDH's use of
approximately 100 square feet within The Sandra Delucca Developmental Center Building (the
"Building") located in Kinloch Park at 4560 Northwest 4"' Terrace, Miami, Florida, (the "Property").
CCDH is a program to assist individuals and their families with developmental disabilities by identifying
and accessing needed services. This Agreement is subject to CCDH waiving the City's next annual dues
payment in consideration for their use of the space at the Building.
BACKGROUND:
On September 13`I', 2001, the City Commission passed and adopted Resolution No. 01-891, authorizing
the City Manager to execute a Revocable License Agreement between the City and CCDH, for the use of
one hundred (100) square feet of office space within the Building for the period of October 1, 2001 to
September 30, 2002. CCDH has received a Community Development Block Grant from the City of
Miami to provide services to residents of the City of Miami and participants of the City's Disability
Program. CCDH has expressed to the City its interest in utilizing office space at the Building under the
same terms and conditions of the aforesaid agreement and agreed to waive the City's annual dues
payment in consideration to their use of the space at the Building.
At this time the Administration recommends the City execute a Revocable License Agreement with
Community Committee For Developmental Handicaps, Inc. for said purpose.
Financial Impact: There is no negative impact to the City's general fund.
JA/L H/' . / /PK.eb:Cover memo RLA-CCDH
03- 425
-lose
9!:3 /0:.
C-E.4'S CFF 1:_E 305 858 161a F. e2
RESOLL71ON NC . 01 ` 8 91
A RESOIXTION OF THE :MIAMI CITY COMM=SS=ON
AUTHOR, Z I X '" THE CT -TY MANAGER TO EXECUTE A
REVOCABLE LICENSE AGREEMZNT, IN A FO.M,
ACCEPTABLE TO THE CITY ATTORNEY, W=T
COMMUNITY C0ZvLMI ITTEE FOR DEVELOpmr"N AL
HANDICAPS, INC. i"CCDH"), TO PROVIDE POIR
CCDH'S USE, ON AN AS-NEED.cD BASIS, OF
APPROXIMATELY 100 SQUARE FEET OF SPACE WITHIN
SHE SANDRA DELUCCA DEVELO=MENTAL CENTER
B:TILDING LOCAT-c.D IN KINLOCH PARK AT
4560 NORTHWEST 4TH TERRACE, MIAMI, FLORIDA,
TO ASSIST I.'01VIDUALS AND THEIR FAMILIES WITH
DEVELOPIMN'TAL DiSA.BILITIES BY IDENTIFYING A:'0
ACCs 55.NG NE-TBZD SERVICES, SUBJECT TO CCDr.
'RAI DING THE C_TY' S NEXT A.N UAL DUES PA` YXN
AND AT TEE R.XS AND CCND I T I ONS AS MORE
PART-ICCr..ARL`i SE: FORTH IN Tl?E REVCCABLc.
LICENSE P_GREENIENZ .
WYEREAS, the Community Comm ttee ror Devel-_pme;.La1
Handicapa, inc. assists individuals and Heir families
wi-:h deve ocmer_t�al disabi'_it ea by identify_:^_g and accessing
needed ser:-i=ea; and
WHEREAS , CCDF reeei vea a Ccs: mmr ty Development Block Grant
frcrr, toe City of Miami to Frov de services tc residenta and
participants of the City's Di sail:ty Program; and
WHEREAS, =DIR requires the use of approximately 100 square
feet of space a_ the newly built building known as "The Sandra
03- 425
C-ERKE CFF I _c =C'5 �3=� :.5:.'� r . 23
Oe'Lucca Developmen:a_ Center Euild+rg" in Kinloch 7 -ark 'ocated
at 4.560 ?:cit :west 4"Terrace, Miami, Florida; and
dHER=AS, tae City Comm_zss:or_ finds it in the best interest
of the City to enter into a Revocable license Agreement wit;:
CCDH for use of the space in Kinloch Park, subject to certain
conditions; and
WHEREAS,
CCD: has
agreed tc
waive the
City's
membership
dues of $750.00
for
one year,
ccmmencing
with
the initial
license date;
T•1OW, THEREFORE, BE IT RESOuV= BY TEE COMMISSION OF THE
Cw :Y OF h1IAMI , FLORIDA
Sec _ion 1. The recitals and findings contained nn the
Preamble to thi-s Resoluticn are adopted by reference and
incerperated as if fully sat forth in th.s Secti:r..
Sec_ior. 2. The City Manage.- is authorized"to execute a
:revocable License Agreement, in a form acceptable to :he City
:'_c_crr_ey, with CCD-, :o proV_de for C ='s use, cn an as -needed
bas4_2, c` approximately 100 sq* -are :ee: c= space within the
Sandra DeL'�:_=a --evelopme.tat Center Building lccated in Kinloch
Park at 4560 ?northwest 4`' Terrace, Miacrd, Florida, to assist
individuals and the_'r families with develcomer_tal disabili_ies by
identifyinc and accessing needed services, said authorization
1'
The herein authorization is further subject to compliance with
a-1 requirements tea= may be imposed by the City Attorney,
including but ret lim=ted to those prescribed by applicable City
Charter and Code provisions.
03- 425
Pace 2 of 3
=E -c-4-2-002, %'• L-
..IT-'
'LERKS CFFIC=-'
su'-; eot to
----DH's
waiving c_ the
City's next anr_::al
dues pa,,.T-emr-
and at terms and conditions as more particularly set fo_c in the
Revocab_e License Agreement.
Section B. This Resolution shall become effective
_=.ediately upon its adept=on and signature of the Maycr.?/
PASSED AND ADOPTED this 13th day of September , 2001.
JOE CAROLLO, MAYOR
hi^�'� `SGS •{r::.z �Ji�c i i ^.Z^ . =n� ss,r, r ?.,riir �+'� TGA ir.,=ta c�;?1'h1�wi Qi
ATTEST : Baric
W ,er J. r n_n. i►
F CEMAN
CITY CLERK
APPROIA ATO FCR�i-P:Iv'1✓ CCRFcsCT�i?SS
ATTORNEY
59:Z :EsSS
'-` If tle Mayor does :ot sign this Resclut:cn, it shall become
effective at the end of tez calendar days from the date it was
Passed and adopted. If the Mayor vetoes this Resolution„ it
shall become effective immediately upon olrerride of .he veto by
the Clay COMMiSsior..
03- 425
Page 3 of 3
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