HomeMy WebLinkAboutR-03-0714J-03-565
06/18/03
RESOLUTION NO. 03— 714
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S) AUTHORIZING THE CITY
MANAGER TO EXECUTE A REVOCABLE LICENSE
AGREEMENT ("AGREEMENT"), REVOCABLE AT -WILL,
IN SUBSTANTIALLY THE ATTACHED FORM, WITH
FAMILY CHRISTIAN ASSOCIATION OF AMERICA,
INC., A NOT-FOR-PROFIT ORGANIZATION, FOR USE
OF APPROXIMATELY 875 SQUARE FEET OF SPACE
WITHIN THE BUILDING OF THE PROPERTY KNOWN AS
RANGE PARK, LOCATED AT 525 NORTHWEST 62ND
STREET, MIAMI, FLORIDA, TO PROVIDE COMPUTER
EDUCATION PROGRAMS, AT A USE FEE OF $590.88
PER MONTH PLUS FLORIDA STATE USE TAX, IF
APPLICABLE, AND UNDER THE TERMS AND
CONDITIONS SET FORTH IN THE AGREEMENT.
WHEREAS, the City of Miami ("City") is owner of certain real
property and improvements located at 525 Northwest 62nd Street,
Miami, Florida, a/k/a Range Park ("Property"); and
WHEREAS, pursuant to Resolution No. 98-756, adopted July 21,
1998, the City Manager issued and executed a Revocable License
Agreement with the Inner City Youth Center, Inc. ("ICYC"), a
not-for-profit community based organization, incorporated under
the laws of the State of Florida, to provide inner city youth
programs, including computer education programs, in the Greater
Miami area at Range Park; and
A TTA CN E 1"17
00117 A I N I
CITY COMMISSION
MEETING OF
JUN 2 5 2003
Resolution No.
3- 714:'
WHEREAS, on February 1, 2003, ICYC completed a merger with
Family Christian Association of America, Inc. ("FCAA") in which
ICYC donated all of its assets to FCAA and assigned its interest
in all contracts and leases; and
WHEREAS, the Revocable License Agreement between the City
and ICYC is not assignable; and
WHEREAS, the City is canceling its agreement with ICYC and
entering into a Revocable License Agreement with FCAA to provide
computer education programs for inner city youth in the Greater
Miami area;
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.
Page 2 of 4
03- 714
Section 2. The City Manager is authorized!' to execute a
Revocable License Agreement ("Agreement"), revocable at -will, in
substantially the attached form, with Family Christian
Association of America, Inc., a not-for-profit organization, for
use of approximately 875 square feet of space within the building
of the property known as Range Park, at 525 Northwest 62nd
Street, Miami, Florida to provide computer education programs, at
a use fee of $590.88 per month plus Florida State Use Tax, if
applicable, and under the terms and conditions set forth in the
Agreement.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.�'
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
provisions of the City Charter and Code.
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 4
03- 714
PASSED AND ADOPTED this 25th day of June , 2003.
ATTEST:
P SCILLA A. THOMPSON
CITY CLERK
W7329:tr:AS:BSS
01
D CORRECTNESS
Page 4 of 4
NUEL A. DIAZ, MAYOR
03- 714
0
5/28/2003
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
FAMILY CHRISTIAN ASSOCIATION OF AMERICA, INC.
FOR THE OCCUPANCY OF THE PROPERTY
LOCATED AT 525 NORTHWEST 62' STREET v
7w�
TABLE OF CONTENTS
PAGE
1.
Recitals
2
2.
Definitions
2
3.
This Agreement Confers No Exclusive Possession of Area
3
4.
Permitted Uses
3
5.
Termination by the City Manager for Cause
4
6.
Cancellation by request of either of the Parties without cause
4
7.
This License Agreement is Not Assignable
4
8.
Occupancy and Use
4
9.
City's Use Fee
5
10.
Returned Check Fee
5
11.
Late Payments
6
12.
Adjustments to Use Fee, Security, and Utility Fee
6
13.
Security Deposit
6
14.
Charges by Licensee
7
15.
Quarterly Reports
7
16.
Condition of the Area and Maintenance
8
17.
Alterations, Additions or Replacements
g
18.
Mechanic's Lien
g
19.
Licenses, Authorizations & Permits
9
20.
Licensee's Operations at the Area
9
21.
Services and Utilities
10
22.
Risk of Loss
11
23.
No Claim to Assets or Rights of Licensee
11
24.
Compliance With Laws
11
25.
Additional Expenses
12
26.
Indemnification
12
27.
Insurance
12
28.
Inspections
14
29.
Public Records
14
30.
Nondiscrimination
15
31.
No Discrimination in Hiring
15
32.
Conflict of Interest
15
33.
Waiver of Jury Trial
16
34.
Notices
16
35.
Waiver
17
ii
714
36.
Ownership of Improvements
17
37.
Cancellation of Inner City Youth Center, Inc. Revocable License Agreement
17
38.
Restoration of the Area
17
39.
Compliance with Environmental Laws
18
40.
Invalidity
18
41.
Time of Essence
18
42.
No Interpretation Against Draftsmen
18
43.
Further Acts
19
44.
Litigation
19
45.
Third Party Beneficiary
19
46.
No Partnership
19
47.
Amendments
19
48.
Miscellaneous
19
49.
Entire Agreement
20
50.
Radon gas
20
51.
Authority
20
Exhibit "A" The Property
03- 714
V28/2003
REVOCABLE LICENSE AGREEMENT
This revocable license agreement ("Agreement") is entered this day of ,
2003 but is effective as of the Effective Date as hereinafter defined, by and between the City of
Miami, a municipal corporation of the State of Florida (the "City"), and Family Christian
Association of America, Inc. ("FCAA"), a nonprofit organization under the laws of the State of
Florida (the "Licensee")
RECITALS
WHEREAS, on July 21, 1998, the City Commission adopted Resolution 98-756
authorizing the City Manager to execute a Revocable License Agreement with Inner City
Youth Center, Inc. ("ICYC"), a nonprofit community based organization, incorporated under
the laws of the State of Fl6rida, to provide inner city youth programs in the Greater Miami area;
and
WHEREAS, on September 1, 1998, the City of Miami issued a Revocable License
Agreement to ICYC, for the purpose of providing inner city .youth programs in the Greater
Miami area; and
WHEREAS, on February 1, 2003, ICYC merged with Licensee but the Revocable
License Agreement between the City and ICYC is not assignable; and
WHEREAS, the City is canceling its agreement with ICYC; and
WHEREAS, Licensee has expressed interest to the City that it is desirous of continuing
to provide computer education for inner city youth programs in the Greater Miami area; and
WHEREAS, the City and Licensee desire and intend to enter into a revocable license
agreement; and
WHEREAS, this 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
03- 714
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; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
parties hereby agree as follows:
1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this Agreement.
2. Definitions.
a) "City Manager" is the City Manager for the City of Miami.
b) "Commencement Date" shall mean the date that the first payment of Use Fee is due
and payable to the City.
c) "Effective Date" shall mean the date that this Agreement is executed by the City
Manager.
d) "Environmental Laws" means all applicable requirements of federal, state and local
environmental, public health and safety laws, regulations, orders, permits, licenses,
approvals, ordinances and directives, including but not limited to, all applicable
requirements of. the Clean Air Act; the Clean Water Act; the Resource Conservation
and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of
1984; the Safe Drinking Water Act; the Comprehensive Environmental Response,
Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic
Substances Control Act; the Pollutant Discharge Prevention and Control Act; the
Water Resources Restoration and Preservation Act; the Florida Air and Water
Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida
2
03- 714
Environmental Reorganization Act of 1975.
e) "Other Users" shall be other entities including the City that provides activities at the
Property.
f) "Property" shall mean the City -owned real property and improvements including the
building of approximately 11,380 square feet located at 525 N.W. 62" d Street, Miami,
Florida, known as Range Park.
g) "Park Director" is the Director of Parks and Recreation Department.
h) "Park Manager" shall be the City's on-site manager at the Park authorized by the City
to coordinate all the activities at the Park including but not limited to the activities of
Licensee at the Area.
i) "Permitted Uses" means Licensee shall occupy and use the Area for the education of
computer use.
j) "Area" shall mean approximately 875 square feet of office space within the Property
as more particularly described in Exhibit "A" attached hereto and made a part hereof
located at 525 N.W. 62"d Street, Miami, Florida that is owned by the City.
k) "Use Fee" is the fee that Licensee pays to the City, as the case may be, for the use of
the Area within the Property.
3. This Aiireement Confers No Exclusive Possession of the Area.
This Agreement confers no exclusive possession of the Area. The Licensee cannot
exclude the City from the Area.
The grant of rights hereunder does not affect the private property rights, where
applicable, of any other Property rights or private rights holder to any of the Property.
4. Permitted Uses.
Subject to existing zoning and other governmental restrictions and the issuance of this
Agreement, this Agreement authorizes the Licensee to occupy and use the Area to conduct the
education of computer use within the Area, on a non-exclusive basis, for the limited purposes set
forth herein and for no other purpose.
3
03_ 714
Licensee acknowledges that other users may make use of the Area. The City retains
dominion, possession and control of the Area. Therefore, no lease interest in the Area is
conferred upon Licensee under the provisions hereof. 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 this
Agreement or its use of the Area hereunder.
5. Termination by the City Manager for Cause.
If Licensee in any manner violates the restrictions and conditions of this Agreement,
then, and in that 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.
6. 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 party prior to the effective date of the cancellation.
7. This License Agreement is Not Assianable.
Licensee shall not sell, assign this Agreement, or any part thereof to any other party. The
License granted by this Agreement is personal to the Licensee. Any assignment of this
Agreement contrary to the foregoing provision, whether voluntary or involuntary, shall be void
and shall confer no right upon such assignee, shall constitute a default under this Agreement, and
shall result in an immediate forfeiture of the rights of Licensee hereunder.
8. Occupancy and Use.
This Agreement shall commence as of the Effective Date. This is a month to month
revocable license agreement. This Agreement may be terminated in the following manner:
(a) cancellation by Licensee after proper notice; or
(b) revocation by the City.
4
03- 714.
In the event the Effective Date does not fall on the first day of the month, the Effective
Date shall be adjusted to be the first day of the following month.
9. City's Use Fee.
Commencing on the Commencement Date of this Agreement, and on the first day of each
month thereafter during the term of the Agreement, Licensee shall pay to the City a monthly Use
Fee at a rate of Eight and 11/100 Dollars ($8.11) per square foot or Five Hundred Ninety and
88/100 Dollars ($590.88), plus State of Florida State Use Tax, if applicable. The Use Fee shall be
due each month without notice or demand. Payments shall be made payable to "City of Miami"
and shall be mailed to 444 S.W. 2nd Avenue, 6t' Floor, Finance Department, Miami, Florida
33130, or such other address as may be designated from time to time from the City Manager.
Licensee shall be responsible for any cost associated with its programs in the Area, included but
not limited to, security, equipment, and insurance during its operating hours.
10. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to
the City a returned check fee (the "Returned Check Fee") based on the following schedule:
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.
Such 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
such Returned Check Fee by the City shall not, 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.
k
03- 714
11. Late Payments.
Should Licensee fail to make any payment to the City as provided in this Agreement, a
late payment charge of ten percent (10 %) of the amount due to the City will be assessed monthly
against the Licensee commencing five (5) days after the due date of such payment, until such
amount is paid. In the event that Licensee shall fail to pay any of its financial obligations to the
City within five (5) days after being past due, then Licensee shall be deemed in default of this
Agreement.
12. Adiustment to Use Fee, Security, and Utility Fee.
Commencing twelve (12) 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 Use Fee, Security, and
Utility shall be increased by five percent (5%) of the monthly Use Fee, Security and Utility Fee
respectively, in effect for the immediately preceding Agreement Year. For purposes of this
Agreement, Agreement Year shall mean any period of time consisting of twelve (12) consecutive
calendar months commencing on each anniversary thereafter. On each Anniversary Date the
Licensee shall remit payment to the City for the increased amount in monthly Use Fee, Security
and Utility Fee. Nothing in this paragraph shall be construed to grant Licensee the right to use or
occupy the Area for a term greater than on a month-to-month basis.
13. Security Deposit.
The Parties acknowledge that Licensee, due to its merger with Inner City Youth Center,
Inc., has a deposit with the City in the sum of One Thousand Five Hundred Thirty One and
25/100 Dollars ($1,531.25) (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 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
6
03- 714
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, 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 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.
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, 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.
14. Charees by Licensee.
Acknowledging the benefits afforded to City residents by Licensee's programs, and to
ensure the continued operation of Licensee's youth development programs, City shall allow
Licensee to assess reasonable charges to the public for its services. On or before the Effective
Date, the charges shall be submitted to the Park Director for approval. The established charges
shall not be changed without the written consent of the Park Director which request shall be
submitted at least thirty (30) days prior to the effective date of said increase. Barring any
extenuating circumstances as may be determined in the sole discretion of the Park Director,
Licensee shall not submit a request for changes more frequently than once during any 12 month
period. The Park Director shall not unreasonably withhold approval of said request, however,
Licensee shall be required to submit any and all supporting documentation requested by the Park
Director to justify the proposed fee increase.
15. Quarterly Reports.
Licensee shall transmit to the Park Director, in writing, in a format acceptable to the
Park Director, quarterly reports regarding current activity and the progress of the Licensee's
7
03- 714
activities. Licensee shall submit to the Park Director such additional reports as may be
requested. Licensee shall prepare, in writing, in a form acceptable to the Park Director, any
reports or documentation that may be required by Federal, State or Local Directives. At the
request of the Park Director, Licensee shall transmit to the Park Director written statements of
Licensee's official policy or specified issues relating to Licensee's activities.
The City may carry out monitoring and evaluation activities, including visits and
observations by City staff; Licensee shall ensure the cooperation of its employees and Board
members in such efforts. Any inconsistent, incomplete, or inadequate information either received
by the City on a quarterly basis or obtained through monitoring and evaluation by the City shall
constitute good cause for the City to terminate this Agreement at any time thereafter.
16. Condition of the Area and Maintenance.
Licensee accepts the Area "as is", in its present condition and state of repair condition
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.
17. Alterations, Additions Or Replacements.
Except in the event of an emergency, Licensee shall not make any repair without first
receiving the written approval of the City Manager or his/her designee, 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 rrovided by the City. If the City
approves such request, no repair or alteration shall be commenced until plans and specifications
therefore shall have been submitted to and approved by the City Manager or his/her designee.
In the event of an emergency, Licensee shall reasonably proceed to perform such repair
work and shall immediately notify the City of such work.
18. Mechanics' Liens.
The Licensee shall not knowingly suffer or permit any mechanics liens to be filed
against the title to the Property by reason of work, labor, services or materials supplied to the
g
03- 714
Licensee or anyone having a right to possession of the Area as a result of an agreement with or
without the consent of the Licensee. Nothing in this Agreement shall be construed as
constituting the consent or request of the City, expressed or implied, by inference or otherwise,
to any contractor, subcontractor, laborer or materialman for the performance of any labor or the
furnishing of any materials, for any specific work on the Area nor as giving the Licensee the
right, power or the City to contract for or permit the rendering of any services or the furnishing
of any materials that would give rise to the filing of any mechanics' liens against the City 's
interest in the Property if any mechanics lien shall at any time be filed against the Property, the
Licensee shall cause it to be discharged of record within thirty (30) days after the date that it
has notice of its filing. Licensee shall not be required to pay or discharge any mechanics' lien
within the thirty (30) day period, so long as Licensee shall in good faith proceed to contest the
lien by appropriate proceedings. It shall furnish reasonably satisfactory evidence that funds are
or will be available to pay the amount of the contested lien claim with all interest on it and
costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. If
Licensee does not 1) cause a mechanics' lien to be discharged of record within thirty (30) days
after the date Licensee has notice of the filing of a lien or 2) Licensee does not in good faith
proceed to contest the lien by appropriate proceedings within the thirty (30) day period, then
Licensee shall be in default of the Agreement.
19. Licenses. Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and effect
throughout the term of this Agreement, at its sole expense, all licenses, authorizations and
permits that are necessary for Licensee to conduct its education of computer use programs.
Licensee shall be responsible for paying the cost of said applications and obtaining said
licenses, authorizations and permits.
20. Licensee's Operations at the Area.
Licensee agrees to the following conditions for conducting its programs in the Area:
(a) Licensee agrees to furnish, at its own cost and expense, all personal property and
J
9
03- 714'
equipment necessary for the operation of its education of computer use program.
(b) Licensee shall provide adequate personnel to provide quality service at all times. The
City shall notify Licensee of any employees of Licensee that are not deemed to be performing in
the best interest of the City.
(c) Licensee shall designate a representative ("Representative") who shall be present in
the Area during Licensee's operating hours. The Representative shall be given the full authority
by Licensee to make on-site decisions on behalf of or for Licensee, but not of the City. The
Representative shall ensure strict compliance with all terms and conditions contained in this
Agreement. The Representative shall serve as a liaison between the City and Licensee.
(d) Licensee shall be responsible for scheduling all activities conducted in the Area
through the Park Manager.
(e) Licensee shall provide sufficient personnel to professionally and safely conduct its
education of computer use programs within the Area and to provide security and control of the
students within the Area.
21. Services and Utilities.
The City shall, at its sole cost and expense, furnish water, lights, sewage, and maintain air
conditioning, electric current and dumpster for regular office. debris to the Area, as appropriate.
The City shall further permit Licensee to utilize on a non-exclusive basis the public restrooms.
Licensee must abide by the rules, regulations, schedules and practices of the City in the
administration of these services.
Commencing on the Effective Date, Licensee agrees to pay to City, in addition to the
payment of the monthly Use Fee, at a rate of Two and 90/100 Dollars ($2.90) per square foot or
One Hundred Eighty Two and 29/100 Dollars ($211.02) per month (the "Utility Fee") as its
share of the costs for the above services.
The City reserves the right to interrupt, curtail or suspend the provision of any utility
service, including but not limited to, 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 the City desirable or necessary to be made or due to
10
03_ 714
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. No diminution or abatement of fees
or other charges, nor damages, shall be claimed by Licensee by reason of the City's or other
individual's interruption, curtailment or suspension of a utility service, nor shall this Agreement
or any of Licensee's obligations hereunder be affected or reduced thereby.
22. Risk of Loss.
Licensee agrees that the City shall not be liable for any loss, injury or damage to any
personal property or equipment brought into the Area by Licensee during its Daily Operations.
All personal property placed or moved onto the Area shall be at the risk of Licensee or the owner
thereof. Licensee further agrees that it shall be responsible to provide security whenever
personal property either owned or used by Licensee, its employees, agents or subcontractors is
placed in the Area.
23. No Claim to Assets or Riahts of Licensee.
By entering into this Agreement, none of the parties are granted any assets, rights, titles
or interest to the other's assets, rights, title or interests, except as otherwise set forth in this
Agreement.
24. Compliance With Laws.
Licensee and/or its authorized agents agree to comply with all applicable laws, codes
(including, but not limited to, the Florida Building Code as it may be amended), ordinances and
regulations enacted or promulgated by federal, state, county, and city government including the
provisions of the Charter and Code of the City. Licensee and/or its authorized agents shall also
comply with reasonable directives of the City Manager.
11
03- 714
25. Additional Expenses.
Under no circumstances will the City be liable for any costs or expenses incurred by
Licensee under this Agreement or as a result of its programs or related activities beyond those
that are specifically set forth in this Agreement.
26. Indemnification.
Licensee shall indemnify, defend and hold harmless the City and its officials, employees
and agents (collectively referred to as "Indemnitees") and each of them from and against all loss,
costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities
(collectively referred to as "Liabilities") by reason of any injury to or death of any person or
damage to or destruction or loss of any property arising out of, resulting from, or in connection
with (i) the performance or non-performance of the services contemplated by this Agreement
which is or is alleged to be directly or indirectly caused, in whole or in part, by any act,
omission, default or negligence (whether active or passive) of Licensee or its employees, agents
or subcontractors (collectively referred to as "Licensee"), regardless of whether it is, or is alleged
to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission,
default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the
failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee
to conform to statutes, ordinances, or other regulations or requirements of any governmental
authority, federal or state, in connection with the performance of this Agreement. Licensee
expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and
against all liabilities which may be asserted by an employee or former employee of Licensee, or
any of its subcontractors, as provided above, for which the Licensee's liability to such employee
or former employee would otherwise be limited to payments under state Workers' Compensation
or similar laws.
27. 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:
'. 12
03- 714
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 $1,000,000 per occurrence combined single limit for
bodily injury and property damage. General Liability shall also include assault and battery and
child molestation. 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. Worker's Compensation in the form and amounts required by State law.
D. "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 improvements, fixtures,
equipment, furniture and all other personal property in and about the Area.
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`h Floor, Miami, Florida 33130, with copy to City of Miami,
Department of Economic Development, 444 SW 2 Avenue, 3`d 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 Department of Economic Development of the City at the
" 13
03- 714
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 "Y' 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
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.
28. Inspections
The City shall have the right, at all reasonable times and upon reasonable notice, to make
whatever inspections the City deems reasonably necessary to determine if Licensee is complying
with the terms and conditions of this Agreement and any applicable laws. Licensee does not
possess the right to exclude the City from any property.
29. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to City
contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access
by the City and the public to all documents subject to disclosure under applicable law.
14
03- 714
30. 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
Licensee's use of the Area on account of race, color, sex, religion, age, handicap, marital status
or national origin.
31. No Discrimination in Hirine.
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.
32. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City (Miami City Code Chapter 2,
Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seg.) 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 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.
15
03- 714
33. 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.
34. Notices.
All notices or other communications, which shall or may be given pursuant to this
Agreement shall be in writing and shall be delivered by hand, telecopy, or registered mail
addressed to the other party at the address indicated herein. Such notice shall be deemed given
on the day on which hand delivered; faxed or, if by mail, on the fifth day after being posted or
the date of actual receipt, whichever is earlier.
If to City of Miami: City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
With a copy to: City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
With a copy to: Department of Economic Development
City of Miami
444 SW 2nd Avenue, 3" Floor
Miami, Florida 33130
If to Licensee: The Family Christian Association of America, Inc.
Attention: Herman K. Williams, President
14701 N.W. 70' Avenue
Miami, Florida 33168-3103
16
03- 714
35. Waiver.
Any waiver by either party or any breach by either party of any one or more of the
covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of
any subsequent or other breach of the same or any covenant, condition or provision of this
Agreement, nor shall any failure on the part of the City to require or exact full and complete
compliance by Licensee with any of the covenants, conditions or provisions of this Agreement
be construed as in any manner changing the terms hereof to prevent the City from enforcing in
full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any
manner whatsoever other than by written agreement of the City and Licensee.
36. _Ownership Of Improvements.
As of the Effective Date and throughout the Term of this Agreement, all buildings and
improvements thereon shall be vested in the 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 Property.
37. Cancellation of Inner City Youth Center, Inc. Revocable License Agreement
Licensee agrees that upon execution of this Agreement, the City shall automatically
cancel the Revocable License Agreement dated September 1, 1998 between the City of Miami
and Inner City Youth Center, Inc. without the need for further action by the Parties.
38. Restoration of the Area.
Upon the termination of this Agreement, Licensee shall restore the Area, personal
property and fixtures of the City to the same condition in which the Area was before Licensee's
use of the Area, except for normal wear and tear or any destruction of the Area as a result of
force majeure, so that the Area is suitable for its normal use. With exception of the foregoing,
Licensee shall repair any damage caused to the Area, personal property or fixtures of the City as
a result of the programs conducted at the Area and shall restore the Area to its original condition.
17
03- 714
In the event of termination of this Agreement, Licensee shall promptly remove all
personal property, fixtures and equipment from the Area. In the event Licensee fails to remove
its personal property, equipment and fixtures from the Area within ten (10) days of the
termination date, 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, shall remove
the same and the Licensee shall reimburse the City for all reasonable expenses associated with
such removal and disposal.
39. Compliance with Environmental Laws.
Licensee represents and warrants that during the term of this Agreement, it will not use or
employ the Area, or any other City -owned property, to handle, transport, store or dispose of any
hazardous waste or substances and that it will not conduct any activity at the Area or City -owned
property in violation of any applicable Environmental Laws.
40. Invalidity.
In the event that any non -material provision of this Agreement shall be held to be invalid
for any reason, such invalidity shall not affect the remaining portions of this Agreement and the
same shall remain in full force and effect.
41. Time of Essence.
It is expressly agreed by the parties hereto that time is of the essence with respect to this
Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day
of said period or the date of performance shall be extended to the next business day thereafter.
42. No Interpretation AP-ainst Draftsmen.
The parties agree that no provision of this Agreement shall be construed against any
particular party and each party shall be deemed to have drafted this Agreement.
18
03- 714
43. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered by the parties, the parties each agree to perform, execute and/or deliver
or cause to be performed, executed and/or delivered any and all such further acts, deeds and
assurances as may be necessary to consummate the transactions contemplated hereby.
44. Litigation.
Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The
parties shall attempt to mediate any dispute without litigation. However, this is not intended to
establish mediation as a condition precedent before pursuing specific performance, equitable or
injunctive relief.
45. Third Party Beneficiary.
This Agreement is solely for the benefit of the parties hereto and no third party shall be
entitled to claim or enforce any rights hereunder.
46. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal,
agent, partner or joint venturer of the other.
47. Amendments.
No alterations, amendments or modifications hereof shall be valid unless executed by an
instrument in writing by the parties with the same formality as this Agreement. Neither this
Agreement, nor any term hereof, can be changed, modified, or abandoned, in whole or in part,
except by instrument in writing, and no subsequent oral agreement shall have any validity
whatsoever.
48. Miscellaneous.
Title and paragraph headings are for convenient reference and are not a part of this
19
03- 714
Agreement.
49. Entire Agreement.
This Agreement represents the entire understanding between the parties hereto as to the
subject matter hereof, and supersedes all prior written oral negotiations, representations,
warranties, statements or agreements between the parties hereto as to the same. There are no
promises, terms and conditions, or obligations other than those contained herein, and no party
has relied upon the statements or promises of the representatives of any party hereto.
50. 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. .
51. Authority.
Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement
and that the signatories below are duly authorized to execute this Agreement in their respective
behalf
03- 714
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers and hereunto duly authorized as of the date
first above written.
ATTEST:
By:
Signature
Print Name
By:
Signature
Print Name
21
LICENSEE:
The Family Christian Association of
America, Inc. a nonprofit organization under
the laws of the State of Florida
By:
Signature
Print Name
(Corporate Seal)
03- 714
ATTEST:
CITY OF MIAMI,
a municipal corporation of the
State of Florida
Priscilla A. Thompson Joe Arriola
City Clerk City Manager
APPROVED AS TO INSURANCE REQUIREMENTS:
Diane Ericson, Director
Department of Risk Management
APPROVED AS TO FORM AND CORRECTNESS:
Alejandro Vilarello
City Attomey
22
03- 714
i
I
/era TWO AMM SM 1
\ ~�. ,{ice �+M s.sR� • s 1
Af
low _
{
i
{
i_N1c . .' �........................
*s . / �.7.-�•_ ... � .fid r {r•i• ,.CJI 1'�• �•Jn�
4 . '
li'�A r
i
FJM LS ET A
3- 714
_1.98.752
7/15/98
r(
RESOLUTION NO. 9-8 -756
A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT
("AGREEMENT'), IN SUBSTANTIALLY THE ATTACHED FORM, THEREBY
PERMTITING INNER CITY YOUTH, INC. TO OCCUPY AND USE ON A
MONTH-TO-MONTH BASIS, APPROXIMATELY 875 SQUARE FEET OF
SPACE WITHIN THE BUILDkm SITUATED IN RANGE PARK, LOCATED AT
APPROX2*4ATELY 525 N.W. 62 STREET, MIAMI, FL, AT A TOTAL FEE OF
59.50 PER SQUARE FOOT, FOR A TOTAL MONTHLY AMOUNT OF $692.71,
FOR THE PURPOSE OF PROVIDING COMPUTER EDUCATION, AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
AGREEMENT, WHICH TERMS. MAY BE AMENDED BY THE CITY
MANAGER AS MAY BE NECESSARY IN ORDER TO EFFECT SUCH
TRANSACTION IN AN EXPEDITIOUS MANNER
WHEREAS, the City of Miami is owner of certain real property located at 525 N.W. 62nd
Street, Miami, Florida, a/k/a Range Park (the "Property"); and
WHEREAS, the City has determined that a portion of the building situated on the
Prop" is not needed at this time by any of the City's offices or departments;
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
hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.
Section 2. The City Manager is hereby authorized` to execute a Revocable License
Agreement, in substantially the attached form . permitting Inner. City Youth, In
ATTACHIMEHI
CONTAINED
------------------
'The herein authorization is further subject to compliance with al requirements that may be
Attomey, including but not Nmited to those prescribed by applicable City Charter and Code pr
MMIBIT B PAGE I of 2
CITT COMS3I0K
il88ETING OF
Jill 2 1 1998
1wowadea Na
03- 714
a
use, on a month to month basis, approximately S?S square feet of space within the building
situated in Range Park, located at approximately 525 N.W. 62nd Street, Miami, Florida, at a total
fee of 59.50 per square foot, for a total monthly amount of $692.71, for the purpose of providing
computer education and in accordance with the terms and conditions of the Agreement which
terms may be amended by the City Manager as may be necessary in order to effect such
1
transaction in an expeditious manner.
Section 3. This Resolution shall become effective upon its adoption and signature of the
Mayor2.
PASSED AND ADOPTED this 21 s tday of July , 1998.
JOE CAROLLO, MAYOR
in aceoMance with Miami Coda Sec. 2-38, since the Mayor did net indica,,,v apronwiJ of
this Isgislation by signing. it in the designated place provided. said Ieg::;.: -
becomes effective with the elapss of tan (10) days frw the date of Commi^p:c ; ..
roQsrding samq, without the Mayor exerr*T a)e j n I
ATTEST:
WALTER FOEMAN
W2736/JOB/kd/csk
3 It the Mayor doss not sign this Resolution, it shall become Ntectivs at the and of ten calendar days from the data
it was passed and adopted. If the Mayor veto$$ this Resolution, it shall become effective immediately upon ovwdds
of the veto by the City Commission.
03- 714
E>MiDIT 5 PAG$ 2 0! 2
Synopsis of Revocable License Agreement Between the City of Miami and Family
Christian Association of America, Inc.
Date of Staff Meeting: February 20, 2003
Type of Item: Resolution authorizing City Manager to execute a Revocable
License Agreement.
Emergency or Not: Not.
Brief Description: On July 21, 1998, the City Commission authorized by
Resolution the City Manager to execute a Revocable License
Agreement with Inner City Youth, Inc. ("ICY'), a nonprofit
organization to occupy 875 square feet of space at the Range
Park building to provide education of computer use programs
for youth. On September 1, 1998, the City Manager executed
a Revocable License Agreement with ICY.
On February 1, 2003, ICY merged its organization with
Family Christian Association of America, Inc. ("FCAA"), a
nonprofit organization. FCAA wishes to continue to provide
these services to youth. However, the Revocable License
Agreement with ICY is not assignable and must be
cancelled. The new agreement with FCAA, upon execution,
cancels the existing agreement between the City and ICY.
Department/Division: Economic Development/Asset Management Section
Member of Staff Responsible:
Date Agenda Office Notified to
Add to Specific Agenda:
Anticipated Meeting Date:
Source of Item•
Peter Kendrick
05/28/03
06/26/03
Revocable License Agreement
03- 714
The Honorab a and Mem rs
TO:
e City ommission
.� v
FROA"' oe Arriola
of Administrator/City Manager
RECOMMENDATION:
CITY OF WAMI, FLORIDA
INTER-OFFICE MEMORANDUM Aml
DATE: JUK 16 W FILE:
SUBJECT: Revocable License Agreement
between the City of Miami and Family
Christian Association of America, Inc.
REFERENCES: City Commission Agenda
ENCLOSURES: June 26, 2003
The administration recommends that the City Commission approve the attached Resolution authorizing the City
Manager to execute a Revocable License Agreement ("Agreement"), revocable at -will, in substantially the
attached form, with Family Christian Association of America, Inc.("Licensee"), a nonprofit organization.
This Agreement is for the use of approximately 875 square feet of space within the building of the property
known as Range Park, located at 525 N.W. 62 Street, Miami, Florida, for the purpose of providing computer
education. Licensee shall pay the City'a use fee of $8.11 per square foot or $590.88 per month plus Florida
State Use Tax, if applicable, and with the terms and conditions as more particularly set forth in the Agreement.
BACKGROUND:
On July 21, 1998, the City Commission adopted Resolution 98-756, which authorized the City Manager to
execute a Revocable License Agreement with Inner City Youth Center, Inc., a nonprofit organization, for the
use of space within the building located at 525 N.W. 62 Street, Miami, FL, also known as Range Park, to
provide computer education for inner city youth.
On February 1, 2003, Inner City Youth Center, Inc. completed a merger with Licensee, which included
donating all of its assets and assigning all of its contracts and leases. However, the Revocable License
Agreement with the City was not assignable. As a result, the City is canceling its agreement with Inner City
Youth. Licensee has requested to enter into an agreement with the City to continue operating computer
education programs for inner city youth in the Greater Miami area.
Highlights of the Agreement are as follows:
Use Period: Commences upon full execution of the Agreement, which may be terminated in the
following manner:
(a) cancellation by Licensee; or
(b) revocation by the City.
Use Fee: $8.11 per square foot or $590.88 per month plus State Use Tax, if applicable,
commencing on the first day of the month.
03- 714
V r
Honorable Mayor and Members
of the City Commission
Page 2...
Cancellation: Revocable License Agreement between the City and Inner City Youth Center, Inc is
automatically cancelled upon execution of this Agreement.
Utilities: The City shall pay water, lights sewage, HVAC, and maintain a dumpster for office
debris. Licensee to pay the City a fee (the "Utility Fee") for its share of utility
consumption of $2.90 per square foot or a monthly amount of $211.02 on the first day
of each month of this Agreement.
Fee Increase: 5% every twelve (12) consecutive months Use Fee, Security, and Utility Fee.
Late Fee: 10% of the delinquent amount due if not received within the first five days.
Security Deposit: No additional Security Deposit required. Licensee has pledged existing Inner City
Youth, Inc. deposit with City.
Maintenance: Licensee, at its sole cost and expense, shall maintain the Area.
Insurance: Licensee shall provide the required insurance, which includes commercial general
liability in the amount of $1,000,000, "All Risk" property insurance on Licensee's
improvements, Auto insurance, Worker's Compensation in the form and amounts
required by State law.
Financial impact: There is a positive financial impact to the City of revenue to the general fund in the
amount o $590.88 per month.
:r
JA/LMH/K /PK/ Mayor CC - RLA .doc
03- 714