HomeMy WebLinkAboutR-02-0012J-02-011
1/7/02
•
RESOLUTION NO.+
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH
ATTACHMENT(S), RESCINDING RESOLUTION NO. 01-269
IN ITS ENTIRETY, WHICH AUTHORIZED THE CITY
MANAGER TO EXECUTE A REVOCABLE LICENSE
AGREEMENT WITH NEW ARENA SQUARE NORTH & SOUTH,
LTD. FOR USE OF SPACE 110 IN THE OVERTOWN
SHOPPING CENTER LOCATED AT 1.490 NORTHWEST 3RQ
AVENUE, MIAMI, FLORIDA; AUTHORIZING THE CITY
MANAGER TO EXECUTE A REVOCABLE LICENSE
AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE
ATTACHED FORM, WITH DIAPERS EMPOWERMENT ZONE
NEW MARKETS, LLC ("LICENSEE"), FOR THE USE OF
APPROXIMATELY 1,167 SQUARE FEET OF SPACE IN THE
OVERTOWN SHOPPING CENTER LOCATED AT 1490
NORTHWEST 3RD AVENUE, SPACE 110, MIAMI, FLORIDA,
FOR A DISCOUNT DIAPER RETAIL STORE ON A
MONTH-TO-MONTH BASIS, WITH LICENSEE PAYING
$6.50 PER SQUARE FOOT TO THE CITY OF MIAMI,
EQUALING $632.13 MONTHLY, AND FOUR PERCENT OF
MONTHLY GROSS SALES IN EXCESS OF $35,000, PLUS
STATE USE TAX, IF APPLICABLE, AND GRANTING
LICENSEE A SIX -MONTHS ABATEMENT OF THE MONTHLY
FEE AND THE ADDITIONAL MONTHLY FEE, WITH TERMS
AND CONDITIONS SET FORTH IN THE AGREEMENT.
WHEREAS, the City of Miami ("City") is the owner of real
property located at 1490 Northwest 3rd Avenue, Miami, Florida,
also known as the Overtown Shopping Center; and
1 AIN 25
_:e*_____._, .... .... _._.
CITY COIVMISSION
MEETING
JAM I n 2602
Reffai don ITO.
•
•
WHEREAS, the City Commission is committed to the continued
development of the City -owned Overtown Shopping Center; and
WHEREAS, Motion No. 97-776, adopted October 28, 1997,
granted six months rent abatement to all businesses renting space
from the City at the Overtown Shopping Center; and
WHEREAS, Resolution 01-269, adopted March 29, 2001,
authorized the City Manager to execute a Revocable License
Agreement with New Arena Square North & South, Ltd. (`New Arena
Square"); and
WHEREAS, New Arena Square did not respond to a June 7, 2001
deadline as to whether it was still interested in occupying Space
110; and
WHEREAS, Diapers Empowerment zone New Markets, LLC wishes to
enter into a Revocable License Agreement to occupy the
approximately 1,167 square feet of space at Space 110 in the
Overtown Shopping Center to operate a discount diaper retail
store;
Page 2 of 4 0
1
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. Resolution 01-269, adopted March 29, 2001, is
rescinded in its entirety.
Section 3. The City Manager is authorized!' to execute a
Revocable License Agreement, in substantially the attached form,
with Diapers Empowerment Zone New Markets, LLC ("Licensee"), for
the use of approximately 1,167 square feet of space in the
Overtown Shopping Center located at 1.490 Northwest 3rd Avenue,
Space 110, Miami, Florida, for a discount diaper retail store on
a month-to-month basis, with Licensee paying $6.50 per square
foot to the City of Miami, equaling $632.13 monthly, and four
percent of monthly gross sales in excess of $35,000, plus state
use tax, if applicable, and granting licensee a six -months
abatement of the monthly fee and the additional monthly fee, with
terms and conditions set forth in the agreement.
ii
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 3 of 4
//pp b
•
•
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor./
PASSED AND ADOPTED this 10th day of _January , 2002.
C
NUEh A. DIAZ, YOR
E
ALTER F EMAN
CITY C ER
APPROVED AS TO FORM AND CORRECTNESS
kANDRO VILA ELLO
,CTT ATTORNEY
W5891:tr:LB
z/ If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was adopted and passed.
If the Mayor vetoes this Resolution, it shall not become effective
unless the City Commission overrides the veto.
Page 4 of 4
•
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
ire
DIAPERS EMPOWERMENT ZONE NEW MARKETS, LLC.
FOR THE OCCUPANCY WITHIN THE PROPERTY LOCATED AT
1490 NORTH WEST THIRD AVENUE, SPACE 110
MIAMI, FLORIDA
CONTENTS
1. PURPOSE
2. OCCUPANCY AND USE PERIOD
3. CONTINUOUS DUTY TO OPERATE
4. INTEREST CONFERRED BY THIS AGREEMENT
5. MONTHLY FEE
6. ADDITIONAL MONTHLY FEES
7. RECORDS OF SALES
8. LATE FEE
9. RETURNED CHECK FEE
10. SECURITY DEPOSIT
11. INCREASE OF SECURITY DEPOSIT
12. ADJUSTMENT TO MONTHLY FEE, AND SECURITY DEPOSIT
13. CONDITION OF THE PROPERTY AND MAINTENANCE
14. SERVICES AND UTILITIES
15. ALTERATIONS, ADDITIONS OR REPLACEMENTS
16. VIOLATIONS, LIENS AND SECURITY INTERESTS
17. CITY ACCESS TO FACILITY
18. INDEMNIFICATION AND HOLD HARMLESS
19. INSURANCE
20. NO LIABILITY
21. TAXES AND FEES
22. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES
WITHOUT CAUSE
23. TERMINATION BY CITY MANAGER FOR CAUSE
24. NOTICES
25. ADVERTISING
26. COMMON AREAS
27. OWNERSHIP OF IMPROVEMENTS
28. SURRENDER OF AREA
29, SEVERABILITY
N
1
2
2
2
3
3
4
4
5
5
6
6
6
7
8
9
10
10
11
12
13
13
13
14
14
15
15
15
16
0
0
30. NO ASSIGNMENT OR TRANSFER
31. NONDISCRIMINATION
32. AFFIRMATIVE ACTION
33. MINORITY/WOMEN BUSINESS UTILIZATION
34. WAIVER OF JURY TRIAL
35. WAIVER
36. AMENDMENTS AND MODIFICATIONS
37. COURT COSTS AND ATTORNEY (S)' FEES
38. COMPLIANCE WITH ALL LAWS APPLICABLE
39. ENTIRE AGREEMENT
40. RADON GAS
41. CONFLICT OF INTEREST
EXHIBIT A
3
16
16
17
17
17
17
1$
18
18
19
19
19
c
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this day of
, 2001, between the City of Miami, a municipal corporation of the State of
Florida, (the "City") and Diapers Empowerment Zone New Markets, LLC., a limited
liability company, authorized under the laws of the State of Florida (the "Licensee").
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:
1. PURPOSE.
The City is the owner of real property and improvements thereon at 1490 NW 3rd
Avenue, Miami, Florida, also known as the Overtown Shopping Center (the "Property").
The City has determined that approximately 1,187 square feet of space within the Property
(the "Area") commonly known as Space 110, which is depicted in Exhibit "A" attached
hereto and made a part hereof, 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 to
operating a retail discount store for infant and toddler products, which shall include the
sale of premium, value and super value diapers, wipes, sleepwear, underwear, layette for
infants, other value priced clothing for children up to the age of 5 years old, and other
accessories such as car seats, baby swings, bibs, socks, bottles, pacifiers, baby formula,
diaper bags, safety items, and health and beauty items, 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 on the date upon which the City Manager executes
this Agreement (the "Effective Date") and shall continue on a month-to-month basis 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 Without
Cause",. and "Termination By City Manager For Cause".
3. CONTINUOUS DUTY TO OPERATE
Licensee, at all times during Licensee's use of the Area shall: (i) occupy the
Area upon the Effective Date and shall thereafter continuously conduct operations in the
Area in accordance with the terms of this Agreement; (ii) maintain an active status as a for
profit corporation, and (iii) from time to time, furnish the City with current disclosure
information with respect to the identity of the officers and stockholders of the corporation
and submit annual financial statements.
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 office operations
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.
2
•
5. MONTHLY FEE.
•
In consideration for this Agreement, Licensee agrees to pay to the City, commencing
with the first day of the seventh (7th) month following the Effective Date of this Agreement,
for the occupancy and use of the Area the rate of $6.50 per square foot for a Monthly Fee in
the amount of Six Hundred Thirty Two and 131100 Dollars ($632.13) plus State Use Tax, if
applicable, which shall be paid in advance and in full on the first day of each month,
without notice or demand (the "Monthly Fee"). Payments shall be made payable to "City of
Miami" and shall be mailed to 444 S.W. 2nd Avenue, 6th Floor, Finance Department, Miami,
Florida 33130, or such other address as may be designated from time to time from the City
Manager.
6. ADDITIONAL MONTHLY FEE.
In addition to the monthly fee, Licensee agrees to pay to the City, commencing with
the first day of the seventh (7t11) month following the Effective Date of this Agreement, four
percent (4%) of the Monthly Gross Sales in excess of $35,000.00 plus State Use Tax, if
applicable, that is derived from its operations (the "Additional Monthly Fee"). The
Additional Monthly Fee shall be paid within thirty (30) days following the end of each
month without notice or demand. Licensee shall submit the amount due along with the
monthly report form provided by the City, detailing the Monthly Gross Sales collected for
that month which shall be signed by a duly authorized officer of Licensee. Payments shall
be made payable to "City of Miami" and shall be mailed to 444 S.W. 2nd Avenue, 6th Floor,
Finance Department, Miami, Florida 33130, or such other address as may be designated
from time to time by the City Manager.
For purposes of this Agreement, Monthly Gross Sales is hereinafter defined as all
revenue, from whatever source, received from all sales of diapers, wipes, clothing, and
accessories as previously mentioned in Section 1 of this Agreement, and rendered as a
result of use of the Area; all revenue received by Licensee in connection with the use of the
Area, any facility thereon, or any portion thereof for any period of time initiated from the
Area. No deduction shall be allowed for direct or indirect discounts, rebates, or other
reduction on sales and services. Gross sales shall not include the amount of any sums
collected and paid out by Licensee for any sales or excise tax imposed by and accounted for
by Licensee to any duly constituted governmental authority.
3
9
7. RECORDS OF SALES.
•
All records and accounts including invoices, sales slips (which will be serially
numbered), bank statements or duplicate deposit slips, and all other supporting records,
shall be available for inspection and audit by the City and its duly authorized agents or
representatives during business hours, and shall be maintained in accordance with
generally accepted accounting principles. The Licensee shall keep and preserve, or cause to
be kept and preserved, said records for not less than thirty-six (36) months after the
termination of. this Agreement. For the same period of time, Licensee shall also retain
copies of all sales and tax returns covering its operations at the Area, in its local office of
operations, and any other governmental tax or other returns, which show the Licensee's
reasonable sales therein, and shall, upon demand, deliver photographic copies thereof to
the City at no cost. The Licensee will cooperate with the City's internal auditors (or such
other auditors designated by the City) in order to facilitate the City's examination of
records and accounts. If such examination of records and accounts shall disclose a liability
for Additional Monthly Fees in excess of the Additional Monthly Fee theretofore paid by
the Licensee for the period in question, the Licensee shall promptly pay such Additional
Monthly Fee. If such examination of records and accounts shall disclose an overpayment of
the Additional Monthly Fee theretofore paid, the City shall promptly credit the excess to
the Licensee. The Licensee agrees that all documents, records and reports maintained and
generated pursuant to this Agreement shall be subject to the provisions of the Public
Records Law, Chapter 119, and Florida Statutes.
8. LATE FEE.
In the event any installment of the Monthly Fee or the Additional Monthly Fee is
not received by the City within five (5) days after it becomes due, Licensee shall pay to City
a late charge of ten percent (10%) of the amount due. Such late fee shall constitute
additional fees due and payable to the City by the Licensee upon the date of payment of the
delinquent payment referenced above. Acceptance of such late charge by City shall not,
constitute a waiver of Licensee's violations with respect to such overdue amount nor
prevent City from the pursuit of any remedy to which City may otherwise be entitled.
4 i `"
9. RETURNED CHECK FEE.
In the event any check is returned to the City as uncollectible, the Licensee shall
pay to City a returned check fee (the "Returned Check Fee") based on the following
schedule:
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 City by
Licensee, upon the date of payment of the delinquent payment referenced above.
Acceptance of such returned check fee by City shall, in no event, constitute a waiver of
Licensee's violations with respect to such overdue amount nor prevent City from the
pursuit of any remedy to which City may otherwise be entitled.
10. SECURITY DEPOSIT.
Licensee shall deposit with City the sum of Two Thousand dollars ($2,000.00) (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. Licensee shall pay
the Security Deposit commencing on the Effective Date of this Agreement. If Licensee is in
violation (as provided in "Termination by City Manager For Cause") 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 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 of written notice by City. 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 thereon 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.
11. INCREASE OF SECURITY DEPOSIT.
If Licensee is in default 'under this Agreement more than two (2) times within any
twelve (12) month period, irrespective of whether or not such default is cured, then,
without limiting City's other rights and remedies provided for in this Agreement or at law
or equity, the Security shall automatically be increased by three (3) times the Security then
in place. Licensee shall pay this increase to the City forthwith on demand as designated by
the City Manager.
12. ADJUSTMENT TO MONTHLY FEE AND SECURITY DEPOSIT.
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 Dates)"), Licensee agrees that the Monthly Fee and
Security shall be increased by five percent (5%) of the Monthly Fee and Security
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
Security. 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. CONDITION OF THE PROPERTY AND MAINTENANCE.
A. Licensee accepts the Area "as is", in its present condition and state of repair
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 and shall suffer no waste or injury thereto.
B. Licensee shall be responsible for all repairs to the Area required or caused by
Licensee's use of any part thereof without limiting the generality of the foregoing, Licensee
is specifically required to replace all light bulbs and ballasts as needed, and make repairs
(i) to the portion of any pipes, lines, ducts, wires or conduits contained within or serving
the Area; (ii) to windows, plate glass, doors and any fixtures or appurtenances composed of
glass; (iii) to Licensee's sign, if applicable; (iv) to the Area or the Property when repairs to
same are necessitated by any act or omission of Licensee or the failure of Licensee to
perform its obligations under this Agreement.
C. 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.
D. 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.
E. If, in an emergency, it shall become necessary to make promptly any repairs
or replacements required to be made by Licensee, City may reenter the Area and proceed
forthwith to have the repairs or replacements made and pay the cost thereof. Within
thirty -(30) days after City renders a bill therefore, Licensee shall reimburse City for the
cost of making the repairs.
14. SERVICES AND UTILITIES.
Licensee shall pay for all utilities, including but not limited to, electricity, water,
storm water fees, gas, telephone, garbage and sewage disposal used by Licensee during its
occupancy of the Area, as well as all costs for installation of any lines and equipment
necessary. Licensee, at its sole cost, shall install all utilities required for its use and install
separate utility meters required thereby and shall be billed directly by the applicable
utility company for such services.
Until such time that Licensee's actual water and sewer consumption may be
calculated, Licensee agrees to pay to the City, in addition to its Monthly Fee, an amount of
$.50 per square foot or Forty Eight Dollars and 63/100 ($48.63) per month plus State Use
Tax, if applicable ("Water Fee"). This amount shall be paid in advance and in full on the
first day of each month, without notice or demand. Licensee shall pay to the City the first
installment of the Water Fee on the first (111t ) day of the second month following the
Effective Date of this Agreement and thereafter on the first (181) day of each and every
month that Licensee continues to occupy and use the Area. Upon termination of this
Agreement, Licensee shall pay to the City for the last month of occupancy, the Water Fee
for use of the Area.
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 the 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, at
its sole cost and expense, shall hire a pest control company, as needed, to insure that the
Area will at all times be in a clean and sanitary condition and free from vermin.
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.
15. ALTERATIONS, ADDITIONS OR REPLACEMENTS.
Licensee may improve and remodel the Area and install equipment and fixtures
therein at its sole cost and expense necessary to initiate the operation of its. business, but
8 .6' 1.o
not until first receiving the City Manager's written approval of the plans and specifications
for such work, 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.
In the event of an emergency, Licensee shall reasonably proceed to perform such
repair work and shall immediately notify the City of such work.
16. 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 material 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.
G"" _L �J
9 �
17. 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 Asset Management (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 twenty-four (24) hour 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 by the City shall not operate to
impose upon the City any liability of any kind whatsoever nor relieve the Licensee of any
responsibility, obligations or liability assumed under this Agreement, except for any
negligent acts or omissions by the City, its agents, or its contractors.
18. 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, except if the claims, costs, liabilities, suits, actions, damages
or causes of action arise from the negligence or alleged negligence of the City, including any
of its employees, agents, or officials.
Licensee further acknowledges that, as lawful consideration for being granted the
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.
19. 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 $1,000,000 per occurrence combined single
limit for bodily injury and property damage. The City shall be named as Additional
Insured on the policy or policies of insurance.
B. Automobile liability insurance covering all owned, non -owned and hired
vehicles used in conjunction with operations covered by this agreement. 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 improvements,
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 causes as
defined in a standard All Risk policy.
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, Division of
Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to City of
Miami, Office of Asset Management, 444 SW 2 Avenue, 3rd 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'sKe -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 repro sentatives, which indicates
less coverage than required, does not constitute a waiver of the Licensee's obligation to
fulfill the insurance requirements herein.
In the event Licensee shall fail to procure and place such insurance, the City may,
but shall not be obligated to, procure and place same, in which event the amount of the
premium paid shall be paid by Licensee to the City as an additional fee upon demand and
shall in each instance be collectible on the first day of the month or any subsequent month
following the date of payment by the City. Licensee's failure to procure insurance shall in
no way release Licensee from its obligations and responsibilities as provided herein.
20. NO LIABILITY.
The City shall not 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
Mures 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.
21. TAXES AND FEES.
Licensee shall pay before any fine, penalty, parking surcharge, fire fees, 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. 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.
22. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT
CAUSE.
Either party may cancel this Agreement at any time by giving written notice to the
non -canceling party thirty -(30) days prior to the effective date of the cancellation.
23. 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,
13 ap — 1 6
/�# _t. k',�p
this Agreement shall be automatically canceled without the need for further action by the
City.
24. 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
444 SW 2nd Avenue, 10th Floor
Miami, FL 33130
COPY TO
City of Miami
Office of Asset Management
444 SW 2 Avenue, Suite 325
Miami, FL 33130
City of Miami
City Attorney
444 SW 2 Avenue, Suite 945
Miami, FL 33130
LICENSEE
Diapers Empowerment Zone New
Markets, LLC.
Attention: Mr. Sean Kelly
Flamingo Plaza, 901 East 10th Avenue,
#12-B
Hialeah, Florida 33010
25. 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 not be unreasonably withheld, at his/her sole discretion.
Licensee shall, at its sole cost and expense, install, provide, and 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
14
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 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.
26. COMMON AREAS.
Licensee shall have the nonexclusive right (in common with other occupants of the
Property) to use the Common Areas of the Property identified as "Common Area" in
Exhibit "A", for the purposes intended, subject to such rules and regulations as City may
establish from time to time.
27. OWNERSHIP OF IMPROVEMENTS.
As of the Effective Date and throughout the Use Period, all buildings and
improvements thereon shall be vested in the 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.
28. 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 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.
29. SEVERABILITY.
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.
In such event, the remaining terms and conditions of this Agreement shall remain
unmodified and in full force and effect.
30. NO ASSIGNMENT OR TRANSFER.
Licensee cannot assign or transfer any privilege of occupancy or use granted to it by
this Agreement.
31. NONDISCRIMINATION.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability or marital status in connection with its occupancy and use of the Area and
improvements thereon.
32. AFFIRMATIVE ACTION.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity
Policy and shall institute a plan for its achievement which will require that action be taken
to provide equal opportunity in hiring and promoting for women, minorities, the disabled
and veterans. Such plan will include a set of positive measures which will be taken to
insure nondiscrimination in the work place as it relates to hiring, firing, training and
promotion. In lieu of such a policy/plan, Licensee shall submit a Statement of Assurance
indicating that its operation is in compliance with all relevant Civil Rights laws and
regulations.
33. 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.
34. 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.
35. 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
17. �S
p
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.
36. AMENDMENTS AND MODIFICATIONS.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, approved as to form and correctness by the City Attorney, and signed by
both parties. The City Manager is authorized to amend or modify this Agreement as
needed.
37. 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.
38. 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 and as they may be amended hereafter. This Agreement shall be construed and
enforced according to the laws of the State of Florida.
•
39. ENTIRE AGREEMENT.
e
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.
40. 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. User may, have an appropriately licensed
person test the Property 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.
41. 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 ot.
se and of the State of Florida as set forth in the Florida Statutes, and agrees that it will
fully comply in all respects with the terms of said laws and any future amendments
thereto.
Licensee covenants that no person or entity under its employ, presently exercising
any functions or responsibilities in connection with this Agreement, has any personal
financial interests, direct or indirect, with the City. Licensee further covenants that, in the
performance of this Agreement, no person or entity having such conflicting interest shall be
utilized in respect to services provided hereunder. Any such conflict of interest(s) on the
19 4 �,�
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:
Walter Foeman
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Carlos A. Gimenez
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Mario Soldevilla Alejandro Vilarello
Risk Management Administrator City Attorney
LICENSEE:
WITNESS: Diapers Empowerment Zone New Markets, LLC.
Shaun Kelly, President
Signature Signature
Print Name
Signature
Print Name
20
G? i
EXHIBIT
- I
OVER'TOWN SHOPPING CENTER
1490 NW 3rd Avenue 1
Miami, Florida
s
Subject Space
,AnKrr{a .
ulscwY• r
AL 4
rrP
-ya
,t{{Q t+ll::lure
COMMON
i
Olt 9 <<;
. � 11� • r =��: =..:.i
7.3U
19,265 sf
1
#112T3 +�rrz. f'
2,433 sf 4,000 sf
7.13Z5
.86Z �rM
11167 sf
3.42= C �•2�. {•%r
,1C/ a
.42X
1;x57:
• i S
� 7 /.-•lt r• n
w•
1,505 s£
4.41% f - - - ►
�r
41 * 03 %
5.265 sl
15.431
L,329s
:�•.,•.
3.89X1.
2,495
7.3U
19,265 sf
1
#112T3 +�rrz. f'
2,433 sf 4,000 sf
7.13Z5
.86Z �rM
11167 sf
3.42= C �•2�. {•%r
,1C/ a
.42X
1;x57:
• i S
� 7 /.-•lt r• n
w•
1,505 s£
4.41% f - - - ►
�r
41 * 03 %
5.265 sl
15.431
r'
uep 24 01 11.25a
September 7, 2001
DIAPERS UpownMNT
901 S. 10TH AVE.
UNIT 323
WALE, FL 33010
iters etc
.�b.r 't
i
ZONE M M&MTS LLC
305 885 7280
0i
The ArtJales of Orgsni:action for DIAPER$
zW0WMWM EONS NEW XLPJMTS LLC
Were filed on September 7, 2001, and assigned document AUMber
L01000015341. Please rotor to this number whenever corresponding with
this office.
In accordance With Section 608.406(2),F.$., the name of this limited
liability ocmpany is filed with the Department of State for public notice
on)y and is granted without regard to any other name recorded with the
Div On of Corperativns,
This document was •leatronica►lly received and filed undor FAX audit number
Ha 1.00096717 .
A limited liability company annual report/uniform busiaess report will be
duo this office between January 1 and belay 1 of the year following the
calendar year of the file date. A Federal Employer Idantifioation (FBI)
number will be required before this report Can be filed. Please apply NOW
with the Internal Revenue 8erviaa by calling 1.604-829-3676 and requesting
form SM -4,
Please be amaze if the limited liability company address changes, it is
the responsibility of th* limited liability coMa►ny to notify this office.
Should you have any questions regarding this matter, please telephone
(850) 245-6081, the Registration Section.
Agnea Lunt
Document Specialist
Division of Corporationa Lettex Number: 401AO0050823
Division of Carporations - P.O. BOX 6327'•Tallaheamm, Florida 32314
1 0
p.3
Sep 24 01 11:25a diapers etc 305 GIBS 7280 p.2
�r
(((HO i 000096717 3)))
ARTiCL S OF ORGANIZATION FOR A FLORIDA La TED
LLABILI][X COMPANY
A,RTTCLE 1: Name The name of the Limited Liability Company is:
Diapers Empowerment Zone New Markets LLC
AR CL 1-1 dress: The mailing address and street address of the principal office of the
Company is:
901 E. 10 Avenue, Unit 1213, lfiial'eah, FL 33010
ARTICLE M Bakered Agent Registered Office & R is Bred Agent's Si nature: The
name and the Florida street address of the registered agent are:
Sean, Kelly, 901 E. 10 Avenue, Unit 12B, Hialeah, FL 33010
Having been named as registered agent and to accept service of process for the above stated
limited liability company at the place designated in this certificate, I hereby accept the
appointment as registered agent and agree to act in this capacity. I further agree to comply with
the provisions of all statutes relating to the proper and complete performance of my duties, and I
am familiar with and accept the obligations of my position as registered agent as provided for in
Chapter 608, F.S.
Registered Agent's Signature
Article lY Management
The Limitod Liability Compal:y is to be managed by one manager or more managers and is,
therefore, a manager managed company.
rs:
Signature of Member or Authorized Representative
(In accordance with section 608,408(3), Florida Statutes, the execution of this document
constitutes an affirmation cinder the penalties of perjury that the facts stated herein art; true.)
Typed or Printed Name of Signer
(((HO1000096717 3)))
02- 1. 2
6 0
CITY OF MIAMI, FLORIDA CA=15 MEMORANDUM
TO; Honorable Mayor and Members
of the City Commission
FROM: /.
Carlos A. Gimenez
City Manager
RECOMMENDATION:
DATE: DEC Z 7 2301 FILE:
SUBJECT : Resolution Authorizing the Manager to
Execute a Revocable License Agreement
with Diapers Empowerment Zone New
REFERENCES Markets, LLC.
ENCLOSURES:
The Administration recommends that the Miami City Commission rescind Resolution 01-269,
which authorized the City Manager to execute a Revocable License Agreement with New Arena
Square North & South Ltd. for use of space 110 in the Overtown. Shopping Center, and adopt the
attached Resolution, authorizing the City Manager to execute a Revocable License Agreement, in
substantially the attached form (the "Agreement"), between the City of Miami and Diapers
Empowerment Zone New Markets, LLC. (The "Licensee"). The Agreement is for the use of
approximately 1,167 square feet of space (the "Area") in the Overtown Shopping Center located
at 1490 NW 3`d Avenue, Miami, Florida. This .Agreement provides for a monthly fee in the
amount of $613.13 plus State Use Tax, if applicable, and an additional monthly fee equal to four
percent (4) of monthly gross sales in excess of $35,000.00 plus State Use Tax, if applicable, and
grants Licensee an abatement of the first six (6) months of monthly fees and additional monthly
fees.
BACKGROUND:
The City Commission has been committed to economic development within the City's target
areas, more specifically, the continued development of the City -owned Overtown Shopping
Center. On October 28, 1997, the City Commission adopted motion 97-776 granting six (6)
months abatement of rent to all businesses that occupy space in the Overtown Shopping Center.
On March 29, 2001, the City Commission adopted Resolution 01-269, which authorized the City
Manager to execute a Revocable License Agreement with New Arena Square North & South
Ltd., a developer, to relocate its offices in space 110 of the Overtown Shopping Center.
However, New Arena Square North & South Ltd. failed to respond to a June 7, 2001 deadline on
whether it was still interested in occupying the space. As a result, the administration began
negotiations with another prospective tenant named Diapers Empowerment Zone New Markets,
LLC.
.1 0
Honorable Mayor and Members
of the City Commission
Page 2...
On July 23, 2001, the Miami -Dade Empowerment Trust approved an investment of $180,000.00
in Diapers Empowerment Zone New Markets, LLC. Furthermore, on July 25, 2001, the
Overtown Empowerment Assembly approved funding to Diapers Empowerment Zone New
Markets, LLC. for the purpose of operating a diaper discount store in the shopping center.
Based on the need for retail stores in the shopping center and the neighborhood, the City would
like to enter into an agreement with Diapers Empowerment Zone New Markets, LLC. to be
located in Space 110 of the Overtown Shopping Center, for the purpose of operating a discount
diaper store to sell diapers (premium, value, and super value), wipes, clothing, and accessories.
Highlights of the Agreement are as follows:
Use Period: Commences upon the full execution of this Revocable License Agreement
and continues on a month-to-month basis until the first to occur of the
following:
(a) cancellation or termination by the by 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 Without Cause" and "Termination By City Manager For
Cause".
Utilities: Licensee shall pay all utilities except for water and sewer. Licensee to pay
a fee (the "Water Fee") for water and sewer consumption of .50 cents per
square foot or a monthly amount of $48.63 plus State Use Tax for use of
water and sewer commencing on the first day of the second month of the
Agreement, and until a meter is installed and actual consumption may be
calculated.
Fee: $6.50 per square foot or $632.13 per month plus State Use Tax, if
applicable, commencing on the first day of the seventh month.
Additional Fee: 4% of monthly gross sales in excess of $35,000.00 plus State Use Tax, if
applicable.
Fee Increase: 5% per annum.
;`— .0
Honorable Mayor and Members
of the City Commission
Page 3...
Late Fee: 10% of .the delinquent amount if not received within five days after it
becomes due.
Security Deposit: $2,000.00.
Taxes: Licensee shall pay.
Improvements: Licensee shall make all alterations, at its sole cost and expense.
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.
CAG B/C-�/pk Mayor Diapers Empowerment Zone New Markets, LLC. -RLA .doc
2 -� 12
J-01-212
3/20/01
RESOLUTION NO.
01- 21669
A RESOLUTION OF .THE MIAMI CITY COMMISSION,
WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE A REVOCABLE LICENSE
AGREEMENT ("AGREEMENT"), INSUBSTANTIALLY THE
ATTACHED FORM, WITH NEW ARENA SQUARE NORTH &
SOUTH, LTD. ("LICENSEE") FOR THE USE OF
APPROXIMATELY 1,167 SQUARE FEET OF SPACE IN
THE OVERTOWN SHOPPING CENTER LOCATED AT 1490
NORTHWEST 3RD AVENUE, SPACE 110, MIAMI,
FLORIDA FOR ADMINISTRATIVE OFFICES ON A
MONTH-TO-MONTH BASIS, WITH LICENSEE PAYING
$6.50 PER SQUARE FOOT TO THE CITY OF MIAMI,
EQUALING $632.13 MONTHLY PLUS STATE USE TAX,
IF APPLICABLE, WITH TERMS AND CONDITIONS SET
FORTH IN THE AGREEMENT.
WHEREAS, the City of Miami ("City") is owner of real
proper -y located at 1490 Northwest 3r6 Avenue, Space 110, Miami,
Florida, also known as the Overtown Shopping Center; and
WHEREAS, the City Commission is committed to economic
development within the target areas of the City of Miami, and
particularly the continued development of the City -owned Overtown
Shopping Center; and
WHEREAS, NeW Arena Square North & South Ltd. wishes to enter
into a Revocable License Agreement with the City for use of space
-� ` " �,1
1 L s Ib del �Uu i� u� . vy
CITY COMUSSION
KEETING OF
MAR 2 9 2001
gdan Dio.
in the Overtown Shopping Center to relocate its admin_strat_ve
offices in support of its development practices in the Overtown
community, subject to the terms and conditions sec forth in the
Revocable License Agreement,
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION 0_ THE CITY
OF MIA:II, 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 authorized'-� to execute a
Revocable License Agreement, in substantially the attached form,
with New Arena Square North & South, Ltd. ("Licensee") for the
use of approximately 1,167 square feet of space in the Dvertown
Shopping Center located at 1490 Northwest 3rd Avenue, Space 110,
Miami, Florida for administrative offices on a month-to-month
basis, with Licensee paying $6.50 per square foot to the City of
Miami, equaling $632.13 monthly plus state use tax, if
applicable, with terms and conditions set forth in the Agreement.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.21
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.
=� 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 2 of 3
02- 2
0
PASSED AND ADOPTED this 29th day of March r 2001.
JOE CARO LO, MAYOR
In acc^.rdence with fkvrni Co -da Sec. 2.35, since the f,�Rycr did not Indicat 9 aP.'3MVr-'l of
this It ;,n pl. prov;dced, wait:
C! fr6m th--la comrm-sair
b0CGr r- Z
er ci lin v .04
ATTEST : Ery Clark
WALTER FOEMAN
CITY CLERK
APPROVED AS` O.,FORM AND ORRECTNESS:t/
ALE NDR VILARELLO
ATTORNEY
5132:LB:BSS
Page 3 of 3