HomeMy WebLinkAboutR-02-0272J-02-194
3/5/02 �'
RESOLUTION NO. 02- 2
A RESOLUTION OF THE CITY COMMISSION, WITH
ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO
EXECUTE A REVOCABLE LICENSE AGREEMENT
("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED
FORM, WITH AT&T WIRELESS SERVICES OF FLORIDA,
INC. FOR THE USE OF THE NORTHWEST CORNER OF THE
ROOFTOP WITHIN THE COCONUT GROVE CONVENTION
CENTER, LOCATED AT 2700 SOUTH BAYSHORE DRIVE,
MIAMI, FLORIDA FOR THE OPERATION, MAINTENANCE
AND UPGRADE OF AN UNSTAFFED MICROCELL WIRELESS
TELECOMMUNICATIONS SITE ON A MONTH-TO-MONTH
BASIS, PROVIDING FOR AN EFFECTIVE DATE OF
FEBRUARY 1, 2002, AT A MONTHLY FEE OF $1,200
PAYABLE TO THE CITY OF MIAMI, PLUS STATE USE
TAX, IF APPLICABLE, AND SUBJECT TO ALL TERMS
AND CONDITIONS AS MORE PARTICULARLY SET FORTH
IN THE AGREEMENT.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The City Manager is authorized-!' to execute a
Revocable License Agreement ("Agreement"), in substantially the
attached form, with AT&T Wireless Services of Florida, Inc. for
the use of the northwest corner of the rooftop within the Coconut
Grove Convention Center, located at 2700 South Bayshore Drive,
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.
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02_- 272
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Miami, Florida, for the operation, maintenance and upgrade of an
unstaffed microcell wireless telecommunications site on a
month-to-month basis, providing for an effective date of February
1, 2002, at a monthly fee of $1,200 payable to the City of Miami,
plus state use tax, if applicable, and subject to all terms and
conditions as more particularly set forth in the Agreement.
Section 2. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.z/
PASSED AND ADOPTED this 14th day of March
ATTEST:
q I
PRISCILLA. A. THOMPSON
CITY CLERK -
APPROVE AS ,/ZFOAND CORRECTNESS 6
IIMRO MFI LA7ELLO
ATTORNEY
6045:tr:LB
2002.
"MANUAELA.
AYOR
zi If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
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0217102
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REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
AT&T WIRELESS SERVICES OF FLORIDA, INC. d/b/a AT&T WIRELESS SERVICES
FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT
COCONUT GROVE CONVENTION CENTER - ROOF
2700 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA
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CONTENTS
1. Purpose
1
2. Permitted Use
2
3. Occupancy And Use Period
2
4. Continuous Duty To Operate
2
5. Interest Conferred By This Agreement
3
6. Use Fee
3
7. Late Fee
3
8. Returned Check Fee
4
9. Security Deposit
4
10. Increase of Security
5
11. Adjustment To Monthly Fee
5
12, Utilities
5
13. Condition Of The Property
6
14, Alterations, Additions Or Replacements
6
15. Violations, Liens And Security Interests
7
16. Interference
7
17, Access
9
18, City's Right of Entry
9
19, Indemnification And Hold Harmless
9
20. Insurance
10
21, Licensee's Contractors
11
22, No Liability
12
23. Taxes and Fees
13
24. Cancellation By Request Of Either Of The Parties Without Cause
13
25. Termination By City Manager For Cause
13
26. Notices
14
27. Advertising
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28, Ownership Of Improvements
29. Surrender Of Area
30. Cancellation of AT&T Revocable License Agreement
31. Severability
32. No Assignment Or Transfer
33. Nondiscrimination
34. Affirmative Action
35. Minority/Women Business Utilization
36, Waiver Of Jury Trial
37. Waiver
38. Amendments And Modifications
39, Compliance With All Laws Applicable
40. Entire Agreement
41. Conflict of Interest
Exhibit "A" The Area & Facilities
it
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this _ day of
2002, between the City of Miami (the "City") a municipal corporation of the State of Florida and
AT&T Wireless Services of Florida, Inc. d/b/a AT&T Wireless Services, an organization
incorporated under the laws of the State of Florida (the "Licensee")
WHEREAS, on March 27, 1998 the City of Miami and AT&T Wireless Services entered
into a Rooftop License Agreement for transmission and reception of communication signals for
wireless telephones on the rooftop of the Coconut Grove Convention Center; and
WHEREAS, the site may include radio and other communications transmitting and
receiving antennas, supporting mounts and cables, equipment, storage structures and other
improvements relating thereto; and
WHEREAS, Licensee wishes to upgrade the existing equipment to include two more
antennas as well as a wall mounted cabinet with new technology; and
WHEREAS, Licensee has agreed to renegotiate the terms of the Rooftop License
Agreement due to the enhanced capability of the upgraded equipment; and
WHEREAS, the Rooftop License Agreement dated March 27, 1998 will expire upon
execution of this Agreement; and
WHEREAS, in order to carry out the intent as expressed herein and in consideration of
the mutual agreements subsequently contained, City and Licensee agree as follows:
1. Purpose.
The City is the owner of real property and improvements thereon at 2700 South Bayshore
Drive, Miami, Florida, a/k/a the Coconut Grove Convention Center (hereinafter referred to as the
"Property"). The City has determined that a portion of the northwest corner of the rooftop of
the Coconut Grove Convention Center (the "Area"), which is depicted in Exhibit "A" attached
hereto and made a part hereof, is not needed at this time for use by any of the City's offices or
departments and expressing its desire to assist the Licensee in accomplishing its public purpose,
and in furtherance thereof authorized the Licensee to occupy and use the Area for the operation
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and maintenance of an unmanned wireless telecommunications equipment station for the
transmission and reception of radio communication signals, in any and all frequencies not in
interference with the City's radio communication signals generated from the Area, under the
conditions hereinafter set forth. The City authorizes the operation and maintenance of two (2)
wall mount antennas and two (2) roof mounted and related electrical and telecommunications
equipment (collectively referred to as "Facilities") as described and shown in Exhibit "A"
attached hereto and made a part hereof.
2. Permitted Use
The use of the Area (hereinafter referred to as "Permitted Use") is strictly limited to
operating and maintaining an unmanned wireless telecommunications antenna for the
transmission and reception of radio communication signals, in any and all frequencies not in
interference with the City's radio communication signals.
3. Occupancy And Use Period.
This Agreement shall commence February 1, 2002 (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."
4. Continuous Duty To Operate.
Except where the Area is rendered untenantable by reason of fire or other casualty,
Licensee shall at all times during this Agreement, occupy the Area upon the Effective Date and
shall thereafter continuously conduct operations in the Area in accordance with the terms of this
Agreement.
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5. Interest Conferred By This Agreement.
Licensee agrees that this Agreement has been issued by the City to authorize Licensee to
occupy the Area solely for the limited purpose of the Permitted Use and for 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 is 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.
6. Use Fee.
In consideration for this Agreement, Licensee agrees to pay to the City for the use of the
Area a monthly fee in the amount of one thousand two hundred dollars and 001100 ($1,200.00),
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 Office of Asset Management, 444 S.W. 2nd Avenue, 6s'
Floor, Miami, Florida 33130, or such other address as may be designated from time to time.
In the event the Effective Date does not fall on the first day of the month, the Monthly
Fee will be prorated on a daily basis for that month.
7. Late Fee.
In the event any installment of the Monthly Fee is not received by City on or before the
fifth day of the month, Licensee shall pay to City a late charge in an amount equal to ten percent
(10%) of the Monthly Fee. Such late 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 late charge by City shall, in no event, constitute a waiver of Licensee's violations with
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respect to such overdue amount nor prevent City from the pursuit of any remedy to which City
may otherwise be entitled.
8. 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.
The 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 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.
9. Security Deposit.
The Licensee has deposited with City the sum of three thousand dollars and 001100
($3,000.00) (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. 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. 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 Iaw and shall not limit any recovery to which City may be entitled otherwise.
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At any time or times when City has made any such application of all or any part of the Security
Deposit, the Licensee shall deposit the sum or sums equal to the amounts so applied by City
within ten (1 S) days of written notice by the City.
Provided Licensee is not in violation of this Agreement, the Security or balance thereof,
as the case may be, shall be returned to Licensee upon the termination of this Agreement or upon
any later date after which Licensee has vacated the Area in the same condition or better as existed
on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or
balance thereof) to the Licensee, City shall be completely relieved of liability with respect to the
Security, Licensee shall not be entitled to receive any interest on the Security.
10. Increase Of Security.
If Licensee is in default under this Agreement more than two (2) times within any twelve
(12) month period, irrespectively 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. This increase shall
be paid by Licensee to City forthwith on demand.
11. Adjustment To Monthly Fee.
Commencing twelve months from the Effective Date, or on the first day of the following
month if the Effective Date is not on the first of the month, and every twelve months thereafter
(the "Anniversary Date(s)"), Licensee agrees that the Monthly Fee shall be increased by five
percent (5%) of the Monthly Fee in effect for the immediately preceding Agreement Year.
Nothing in this paragraph shall be construed to grant Licensee the right to use the Area or
maintain the Properties for a term greater than on a month-to-month basis.
12. Utilities.
Licensee shall pay for all utilities, including but not limited to, electricity, water,
stormwater 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
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services. In the event that the City is billed for any utility that is a result of Licensee's use of the
Area, the Licensee shall reimburse such amount to the City within 15 days of the date of the bill.
13. Condition Of The Property,
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. Licensee shall be responsible for all repairs
to the Area required or caused by Licensee's use of part thereof.
Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and
expense in order to comply with all City, County and State code requirements for Licensee's
occupancy thereof.
14. Alterations, Additions Or Replacements.
Except in the event of an emergency, Licensee shall not make any repair or alteration
required or permitted to be performed by Licensee unless and until Licensee shall have caused
plans and specifications therefore to be prepared, at Licensee's sole expense, by an architect or
other duly qualified person and shall have obtained the Director of Asset Management's
("Director") approval, which approval may be conditioned or withheld for any or no reason
whatsoever. The Licensee shall submit to the Director proof of funding and/or its financing
plans along with the plans and specifications. The Licensee shall be solely responsible for
applying and acquiring all necessary permits, including but not limited to, building permits. The
Licensee shall be responsible for any and all costs associated with any alterations including, but
not limited to, design, construction, installation and permitting costs. All alterations to the Area,
whether or not by or at the expense of the Licensee, shall, unless otherwise provided by written
agreement of the parties hereto, immediately upon their completion become the property of the
City and shall remain and be surrendered with the Area. In the event of an emergency, Licensee
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may reasonably proceed to perform such repair work and shall immediately notify City of such
work.
All alterations must be in compliance with all statutes, laws, ordinances and regulations
of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have
jurisdiction over the Area as they presently exist and as they may be amended hereafter.
15. 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 materialsmen 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, materialman, 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, materialsman 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, materialman
and supplier agree to be bound by such provision.
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16. Interference
If, in the sole judgment of the City, any electrical, electromagnetic, radio frequency or
other interference shall result from the operation of the Facilities, City shall notify Licensee, in
writing which notice may be provided via facsimile, and Licensee shall within twenty-four (24)
hours after receiving the City's notice exercise due diligence to analyze the cause of the
interference and make such modifications and corrections as are necessary to eliminate the
interference. If the Licensee fails to cure the interference problem within said 24-hour period,
then Licensee shall immediately notify the City of its failure to cure the interference problem and
identify to City the additional corrective measures it proposes to undertake in an effort to resolve
the interference. After considering the impact of the interference upon the City in its ability to
effectively protect the residents of Miami, the City, in its sole judgment, shall have the option to:
a) Require Licensee to immediately cease use of the Area until such time as the
interference problem is corrected; or
b) Allow Licensee to continue operating while Licensee exercises due diligence to
implement the proposed corrective measures and keep the City informed regarding the status of
the corrective work.
In either "a" or "b" above, if Licensee has exercised due diligence in attempting to correct
such interference and same has not been corrected within sixty (60) days from the first notice by
the City, the City may, at its sole option, either (i) terminate this Agreement forthwith, or (ii) may
require Licensee to immediately remove from the Area the specified item of the Facilities
causing such interference.
In the event the City exercises "(a)" above, Licensee shall be entitled to a refund of the
Monthly Fee on a pro rata basis but only if such interference is caused by actions not under the
control of Licensee. In the event the City exercises "(b)" above, there shall be no refund or off-
set
ffset of the Monthly Fee as a result of any cessation of use of such specified item or the Area
unless removal of such specified item renders the Area completely and fully unusable for the
purposes stated in this Agreement.
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17, Access.
The City shall provide Licensee ingress, egress and access to the Area adequate to
maintain, operate and service the Area and the communication Facilities and to comply with its
obligations hereunder at all times (24 hours/day, 7 days/week) during this Agreement at no
additional charge to Licensee. City and its authorized representative(s) shall have at all times
access to the Area and the Property.
18. City's Right of Entry.
The City shall have access to and entry into the Area and the Property at any time to (a)
inspect the Area and Property, (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, (d) to show the Property, inclusive of the Area, to prospective purchasers or tenants,
and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of
the City's corporate purpose; provided, however, that City shall make a diligent effort to provide
at least 24 -hours advance notice and Licensee shall have the right to have one or more of its
representatives or employees present during the time of any such entry. The City shall not be
liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the
right of entry described herein for the purposes listed above. The making of periodic inspection
or the failure to do so shall not operate to impose up6n City any liability of any kind whatsoever
nor relieve the Licensee of any responsibility, obligations or liability assumed under this
Agreement.
19. Indemnification And Hold Harmless.
The Licensee shall indemnify, hold harmless and defend the City from and against any
and all claims, suits, actions, damages or causes of action of whatever nature arising during the
period of this Agreement, for any personal injury, loss of life or damage to property sustained in
or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and
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against any orders, judgments or decrees which may be entered thereon, and from and against all
costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims
and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or
causes of action arise from the negligence or alleged negligence of the City, including any of its
employees, agents, or officials.
20. 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.
D. Worker's Compensation in the form and amounts required by State law.
E. The City of Miami, Division of Risk Management, reserves the right to reasonably
amend the insurance requirements by the issuance of a notice in writing to Licensee. The
Licensee shall provide any other insurance or security reasonably required by the City.
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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, 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 the Office of Asset Management at the commencement of
the term of this Agreement and a new Evidence and Policy shall be supplied at least twenty (20)
days prior to the expiration of each such policy. Insurance policies required above shall be issued
by companies authorized to do business under the laws of the State of Florida, with the following
qualifications as to management and financial strength: the company should be rated "A" as to
management, and no less than class "X" as to financial strength, in accordance with the latest
edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority
issued by the State of Florida, Department of Insurance, and is a member of the Florida
Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its
representatives which indicates less coverage than required does not constitute a waiver of the
Licensee's obligation to fulfill the insurance requirements herein.
In the event Licensee shall fail to procure and place such insurance, the City may, but
shall not be obligated to, procure and place same, in which event the amount of the premium paid
shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance
be collectible on the first day of the month or any subsequent month following the date of
payment by the City. Licensee's failure to procure insurance shall in no way release Licensee
from its obligations and responsibilities as provided herein.
21. Licensee's Contractors.
Licensee shall submit the name of any proposed contractor to the City prior to such
contractor performing any work on behalf of Licensee in the Area. Licensee's contractors shall
have insurance to afford minimum protection as follows:
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A. Commercial General liability insurance on a Comprehensive General liability
coverage form, or its equivalent, including premises, operations and contractual coverages
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.
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 may be waived upon submission of a
written statement that no automobiles are used to conduct business.
C. Worker's Compensation in the form and amounts required by State law.
D. Contractual Liability Insurance in an amount not less than $1,000,000.
E. Licensee agrees that each such policy shall name the City and Licensee as
additional insured and each such policy shall contain a provision that it may not be canceled
without thirty (30) days prior written notice to the City.
F. The City reserves the right to reasonably amend the insurance requirements by the
issuance of a notice in writing to Licensee. The contractor shall provide any other insurance or
security reasonably required by the City.
22. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its
officers, agents, employees, invitees or patrons occurring in or about the Area that may be
stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam,
electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of
the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane
or any act of God or any act of negligence of any user of the facilities or occupants of the
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Property or any person whomsoever whether such damage or injury results from conditions
arising upon the Area or upon other portions of the Property or from other sources. Licensee
indemnifies the City its officers, agents and employees from and against any and all such claims
even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the
negligence or alleged negligence of the City, including any of its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the 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.
23. Taxes and Fees
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any
and all charges, fees, taxes or assessments levied against the Area, its proportionate share of the
Property and/or against any occupancy interest or personal property of any kind, owned by or
placed in, upon or about the Area or Property by Licensee, including, but not limited to, ad
valorem taxes, fire fees and parking surcharges. In the event Licensee appeals a tax or fee,
Licensee shall immediately notify City of its intention to appeal said tax or fee and shall furnish
and keep in effect a surety bond of a responsible and substantial surety company reasonably
acceptable to City or other security reasonably satisfactory to City in an amount sufficient to pay
one hundred percent of the contested tax or fee with all interest on it and costs and expenses,
including reasonable attorneys' fees, to be incurred in connection with it.
24. Cancellation By Request Of Either Of The Parties Without Cause.
Either party may cancel this Agreement at any time by giving thirty (30) days written
notice to the non -canceling party prior to the effective date of the cancellation.
25. Termination By City Manager For Cause.
If, at the sole and complete discretion of the City, Licensee in any manner violates the
restrictions and conditions of this Agreement, then, and in the event, after ten (10) days written
13 02-R 272
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.
26. Notices.
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to City and Licensee at the address indicated herein or as the same may
be changed from time to time. Such notice shall be deemed given on the day on which
personally served; or if by certified mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier:
CITY OF MIAMI LICENSEE
City of Miami
AT&T Wireless Services of Florida
Office of the City Manager 3406 Forest Hill Boulevard
444 SW 2 Avenue, 10th Floor West Palm Beach, FL 33406
Miami, FL 33130 Attn: Corporate Counsel
WITH A COPY TO
City of Miami
Office of Asset Management
444 SW 2 Avenue, Suite 325
Miami, FL 33130
27. Advertising.
Licensee shall not permit any signs or advertising matter to be placed either in the interior
or upon the exterior of the Area or the Property without having first obtained the approval of the
Director or his designee, which approval may be withheld for any or no reason, at his sole
discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign,
decoration, advertising matter or other things as may be permitted hereunder in good condition
and repair at all times. Licensee must further obtain approval from all governmental authorities
14 02-- 272
having jurisdiction, and must comply with all applicable requirements set forth in the City of
Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement, Licensee shall, at
its sole cost and expense, remove any sign, decoration, advertising matter or other thing
permitted hereunder from the Area or Property. if any part of the Area or Property 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 or Property within
ten (10) days after receipt of written notice from City directing the required repairs, City shall
cause the Area or Property to be repaired at the sole cost and expense of Licensee. Licensee shall
pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the
cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or
place upon the Area or Property an appropriate sign indicating City's having issued this
Agreement.
28. Ownership Of Improvements.
As of the Effective Date and throughout the Use Period, the "Facilities" is solely owned
by AT&T Wireless Services, Inc. Furthermore, the City of Miami is the sole owner of the
Property.
29. 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
15 02-
972
0
an invoice indicating the cost of such required repairs. At City's option, 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.
30. Cancellation of AT&T Revocable License Agreement
Licensee agrees that upon execution of this Agreement, the City shall automatically
cancel the Revocable License Agreement dated March 27, 1998 between the City of Miami and
AT&T Wireless Services, Inc. without the need for further action by the Parties.
31. 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, and in such event, the
remaining terms and conditions of this Agreement shall remain unmodified and in full force and
effect.
32. No Assignment 4r Transfer.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by
this Agreement.
33. 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.
16
02-r 2'7 2
34. Affirmative Action.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity
Policy and shall institute a plan for its achievement which will require that action be taken to
provide equal opportunity in hiring and promoting for women, minorities, the disabled and
veterans. Such plan will include a set of positive measures which will be taken to insure
nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu
of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their
operation is in compliance with all relevant Civil Rights Iaws and regulations.
35. 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.
36. Waiver Of Jury Trial.
The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on
this Agreement, or arising out of, under or in connection with this Agreement or any amendment
or modification of this Agreement, or any other agreement 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.
37. Waiver.
No failure on the part of the City to enforce or insist upon performance of any of the
terms of this Agreement, nor any waiver of any right hereunder by the City, unless in writing,
17 02— 272
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.
38. 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.
39. 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.
40. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the parties
hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date.
Any prior agreements, promises, negotiations or representations not expressly set forth in this
Agreement are of no force or effect.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties, and the parties covenant that this
Agreement shall not be construed in favor of or against either of the parties.
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 gt.-seq.) and of
the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all
respects with the terms of said laws and any future amendments thereto. Licensee covenants that
no person or entity under its employ, presently exercising any functions or responsibilities in
is �� 272
connection with this Agreement, has any personal financial interests, direct or indirect, with the
City. Licensee further covenants that, in the performance of this Agreement, no person or entity
having such conflicting interest shall be utilized in respect to services provided hereunder. Any
such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities
must be disclosed in writing to the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day
and year first above written.
ATTEST:
Sylvia Scheider
Acting City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
R. Sue Weller, Acting Director
Risk Management Department
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Carlos A. Gimenez
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
19 02- 272
WITNESS:
By:
Signature
Print Name
By:
Signature
By:
Print Name
LICENSEE:
AT&T Wireless Services of Florida, Inc.
A Florida Corporation
Signature
Print Name
20 02- 272
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• CITY OF MIAMI, FLORIDA 'P A=9
INTER -OFFICE MEMORANDUM
Honorable Mayor and Members
TO: of the City Commission DATE : FEE FILE
Resolution Authorizing
SURIECT : the Manager to Execute
A Revocable License
(yr Agreement with AT&T
FROM: %�- arl A. Gimenez REFERENCES: Wireless Services of
i City Manager ENCLOSURES: Florida, Inc.
RECOMMENDATION
I
The administration recommends that the Miami City Commission 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 AT&T
Wireless Services of Florida, Inc. (the "Licensee") for the use of the northwest corner of
the rooftop at the Coconut Grove Convention Center (the "Area"). The Agreement is for
the purpose of operating, maintaining and upgrading the existing unmanned microcell
telecommunications site. The Agreement shall be effective February 1, 2002. Licensee
will pay a monthly fee of $1,200.00 plus Florida Sales Tax, if applicable.
BACKGROUND
The City of Miami and AT&T Wireless Services, Inc. have an existing Rooftop License
Agreement dated March 27, 1998 for the installation and maintenance of an unmanned
microcell telecommunications site at a monthly fee of $500.00. Said installation of the
unmanned microcell telecommunications site was completed in 1998.
A new Revocable License Agreement has been negotiated because AT&T Wireless
Services, Inc. is expanding its operations by' adding two (2) more antennas and related
telecommunications equipment in a wall mounted cabinet at this site. The new monthly
fee is $1,200.00. The Rooftop License Agreement dated March 27, 1998 will terminate
upon execution of this Agreement.
Highlights of the Agreement are as follows:
Use Period: Commence February 1, 2002 and continues 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
Qgr 272
of The Parties Without Cause" and "Termination By City Manager
for Cause." .
Utilities: Licensee will pay.
Monthly Fee: $1,200.00
Monthly
Fee Increase: On each anniversary date there will be a 5% increase.
Late Fee: 10% late fee of the delinquent fee if not received within five days after
it becomes due.
Security
Deposit: $3,000.00
Taxes: Licensee shall pay.
Maintenance: Licensee shall pay.
Insurance: Licensee will provide the required insurance, which includes com-
mercial general liability in the amount of $1,000,000, automobile
liability insurance in the amount of $500,000, Worker's Compen-
sation in the form and amounts required by State Law.
CA033 pgf