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HomeMy WebLinkAboutR-01-0269J-01-212 3/20/01 RESOLUTION NO. 01— 269 69 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 property located at 1490 Northwest 3rd 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 ATTACHMENT CONTAINED CITY COIassox MEETING OF MAR 2 9 2001 UM A- 01- 269 in the Overtown Shopping Center to relocate its administrative offices in support of its development practices in the Overtown community, subject to the terms and conditions set forth in the Revocable License Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is 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 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 $632.13 monthly plus state use tax, if applicable, with terms and conditions set forth in the Agreement. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.' ii The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. 21 If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. 269 Page 2 of 3 PASSED AND ADOPTED this 29th day of March 2001. JOE CAROLLO, MAYOR In accordance with k4lard Code Sec. 2-35, since the Mayor did not indicate approval of this legisiation by signing it in the designated pl provided, said legislation e becomes oNective vrith ti, O'tapse cf en Va f m the a o Commissic n tegerding same, witthout the Mayt�rf��er iso;, ATTE$T WALTER FOEMAN CITY CLERK NDRIIF'VILARELLO ATTORNEY 5132:LB:BSS RRECTNESS:j/ Page 3 of 3 01- 269 REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO NEW ARENA SQUARE NORTH & SOUTH LTD. FOR THE OCCUPANCY WITHIN THE PROPERTY LOCATED AT 1490 NORTH WEST THIRD AVENUE, SPACE 110 MIAMI, FLORIDA 01- 269 CONTENTS 1. PURPOSE 1 2. OCCUPANCY AND USE PERIOD 1 3. CONTINUOUS DUTY TO OPERATE 2 4. INTEREST CONFERRED BY THIS AGREEMENT 2 5. MONTHLY FEE 2 6. LATE FEE 3 7. RETURNED CHECK FEE 3 8. SECURITY DEPOSIT 4 9. INCREASE OF SECURITY DEPOSIT 4 10. ADJUSTMENT TO MONTHLY FEE AND SECURITY DEPOSIT 5 11. CONDITION OF THE PROPERTY AND MAINTENANCE 5 12. SERVICES AND UTILITIES 6 13. ALTERATIONS, ADDITIONS OR REPLACEMENTS 7 14. VIOLATIONS, LIENS AND SECURITY INTERESTS 7 15. CITY ACCESS TO FACILITY 8 16. INDEMNIFICATION AND HOLD HARMLESS 9 17. INSURANCE 9 18. NO LIABILITY 11 19. TAXES AND FEES 12 20. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT CAUSE 12 21. TERMINATION BY CITY MANAGER FOR CAUSE 12 22. NOTICES 12 23. ADVERTISING 13 24. COMMON AREAS 14 25. OWNERSHIP OF IMPROVEMENTS 14 26. SURRENDER OF AREA 14 27. SEVERABILITY 15 28. NO ASSIGNMENT OR TRANSFER 15 29. NONDISCRIMINATION 15 2 01- 269 30. AFFIRMATIVE ACTION 15 31. MINORITY/WOMEN BUSINESS UTILIZATION 16 32. WAIVER OF JURY TRIAL 16 33. WAIVER 16 34. AMENDMENTS AND MODIFICATIONS 16 35. COURT COSTS AND ATTORNEY(S)' FEES 16 36. COMPLIANCE WITH ALL LAWS APPLICABLE 17 37. ENTIRE AGREEMENT 17 38. RADON GAS 18 39. APPROVAL BY THE OVERSIGHT BOARD 18 3 01- 269 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made this day of 2001, between the City of Miami (the "City") a municipal corporation of the State of Florida and New Arena Square North & South Ltd., a for profit limited partnership organized 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 1,167 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 for its administrative offices to provide support for its development practices, 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 until the first to occur of the following: a) cancellation or termination by the express written agreement of the parties hereto; or 01- 269 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 general and limited partnership; and (iii) from time to time, furnish the City with current disclosure information with respect to the identity of the general and limited partners of Licensee's partnership. 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. 5. MONTHLY FEE. In consideration for this Agreement, Licensee agrees to pay to the City for the 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 13/100 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 2 01- 269 444 S.W. 2nd Avenue, 6th Floor, Finance Department, Miami, Florida 33130, or such other address as may be designated from time to time. 6. LATE FEE. In the event any installment of the 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 City by 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. 7. RETURNED CHECK FEE. In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a returned check fee (the "Returned Check Fee") based on the following schedule: 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. 8. SECURITY DEPOSIT. Licensee shall deposit with City the sum of One Thousand Eight Hundred Ninety Six and 39/100 dollars ($1,896.39) (the "Security") as guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this Agreement or in 3 01- 269 connection with this Agreement. Licensee shall pay the Security Deposit commencing on the Effective Date of this Agreement along with the Monthly Use Fee payment due on the first of the month. 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 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. 9. 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. This increase shall be paid by Licensee to City forthwith on demand. 10. ADJUSTMENT TO MONTHLY FEE, LATE FEE, AND SECURITY DEPOSIT 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 and 4 01- 269 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 the Effective Date and 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. 11. 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 5 01- 269 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. 12. SERVICES AND 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 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 (1St) day of the month following the Effective Date of this Agreement and thereafter on the first (1St) day of each and every month that Licensee continues to occupy and use 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, 6 01- 269 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. 13. ALTERATIONS, ADDITIONS OR REPLACEMENTS. Except in the event of an emergency, Licensee shall not make any repair or alteration required or permitted to be performed by Licensee without first receiving the written approval of the City Manager, which approval may be conditioned or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided by the City. If City approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager. In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and shall immediately notify the City of such work. 14. VIOLATIONS, LIENS AND SECURITY INTERESTS. Licensee, at its expense and with due diligence and dispatch, shall secure the cancellation or discharge of or bond off same in the manner permitted by law, all notices of violations arising from or otherwise in connection with Licensee's improvements or operations in the Area which shall be issued by any public authority having or asserting jurisdiction. Licensee shall promptly pay its contractors and materials men for all work and labor done at Licensee's request. Should any such lien be asserted or filed, regardless of the validity of said liens or claims, Licensee shall bond against or discharge the same within fifteen (15) calendar days of Licensee's receipt of notice of the filing of said encumbrance. In the event Licensee fails to remove or bond against said lien by paying the full amount claimed, Licensee shall pay the City upon demand any amount paid out by 01- 269 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. 15. 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 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 8 01- 269 of periodic inspection or the failure to do so shall not operate to impose upon City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this Agreement. 16. INDEMNIFICATION AND HOLD HARMLESS. The Licensee shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during Licensee's use and occupancy of the Area, for any personal injury, loss of life or damage to personal property and/or real property sustained in or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims and the investigation thereof, even if the claims, costs, liabilities, suits, actions, damages or causes of 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. 17. INSURANCE. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the following insurance coverage: A. Commercial General liability insurance on a Comprehensive General liability 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. 9 91- 269 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, 91h 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's Key Rating Guide, 01- 269 lut or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required, does not constitute a waiver of the Licensee's obligation to fulfill the insurance requirements herein. In the event Licensee shall fail to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. Licensee's failure to procure insurance shall in no way release Licensee from its obligations and responsibilities as provided herein. 18. NO LIABILITY. In no event shall the City be liable or responsible for damage to the personal property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers, agents, employees, invitees or patrons, including without limitation, damages resulting from fire, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence of Licensee, its officers, employees, agents, invitees, or patrons or any person whomsoever whether such damage or injury results from conditions arising at or about the Area or upon other portions of the Property or from other sources. 19. TAXES AND FEES. Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Area and/or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area by Licensee, including, but not limited to, ad valorem taxes. 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 It 0- 269 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. 20. 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. 21. TERMINATION BY CITY MANAGER FOR CAUSE.. If Licensee in any manner violates the restrictions and conditions of this Agreement, then, and in the event, after ten (10) days written notice given to Licensee by the City Manager within which to cease such violation or correct such deficiencies, and upon failure of Licensee to do so after such written notice within said ten (10) day period, this Agreement shall be automatically canceled without the need for further action by the City. 22. NOTICES. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed from time to time 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 LICENSEE City of Miami New Area Square North & South Ltd. City Manager Attention: Solomon Yuken 444 SW 2nd Avenue, 10th Floor 1023 NW 3rd Avenue Miami, FL 33130 Miami, Florida 33136 12 01- 269 COPY TO City of Miami Asset Management Division 444 SW 2 Avenue, Suite 325 Miami, FL 33130 City of Miami City Attorney 444 SW 2 Avenue, 9th Floor Miami, FL 33130 23. ADVERTISING. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Area without having first obtained the approval of the Director, which approval may be withheld for any or no reason, at his/her sole discretion. Licensee shall, at its sole cost and expense, install, provide, 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 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. 24. 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" attached hereto and made a part hereof, for the purposes intended, subject to such rules and regulations as City may establish from time to time. 13 01- 269 25. OWNERSHIP OF IMPROVEMENTS. As of the Effective Date and throughout the Use Period, all buildings and improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. 26. 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. 27. 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 14 01- 269 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. 28. NO ASSIGNMENT OR TRANSFER. Licensee cannot assign or transfer any privilege of occupancy or use granted to it by this Agreement. 29. 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. 30. 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. 31. 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. 15 01- 269 32. 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. 33. WAIVER. No failure on the part of the City to enforce or insist upon performance of any of the terms of this Agreement, nor any waiver of any right hereunder by the City, unless in writing, shall be construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the performance of the same term. 34. AMENDMENTS AND MODIFICATIONS. No amendments or modifications to this Agreement shall be binding on either party unless in writing, signed by both parties and approved by the City Manager. The City Manager is authorized to amend or modify this Agreement as needed. 35. 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 16 01- 269 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. 36. 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. 37. ENTIRE AGREEMENT. This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. 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. 38. 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. 17 O1.- 269 39. APPROVAL BY THE OVERSIGHT BOARD. The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board"), which is empowered to review and approve all pending City of Miami contracts. As a result, contracts shall not be binding on the City until such time as they have been approved by the Oversight Board. Attestation of this Agreement by the City Clerk shall constitute evidence of approval by the Oversight Board. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida By: Walter Foeman Carlos A. Gimenez City Clerk City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: Mario Soldevilla Alejandro Vilarello Division of Risk Management City Attorney 18 01_- 269 WITNESS Signature Print Name Signature Print Name LICENSEE: New Arena Square Corporation, as General Partner of New Arena Square North & South Ltd. Signature Print Name Print Title 19:l.- 269 EXHIBIT A OFERTOHN SHOPPING CENTER 1490 NW 3rd Avenue Miami, Florida FACILITY 1 ''• '= 19,265 sf 2,433 sf 7.131 1,167 sf 3.421 ,— .421 1,167s 1,505 sf 4.41% 1,593 sf 4,67x.•,•: 41.032 5.265 sf (S.43Z 2,000 s f 5.861 1 w r i.'l..•tr J'.31 < i= C (I -{ iU Ali CITY OF MIAMI, FLORIDA - INTER-OFFICE MEMORANDUM CA12 o : Honorable Mayor and Members DATE : MAR 12 2001 FILE of the City Commission ,�r,00r"�X U�V_A RECOMMENDATION: SUBJECT: Resolution Authorizing the Manager to Execute a Revocable License Agreement with New Arena Square North & South Ltd. REFERENCES: ENCLOSURES: 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 New Arena Square North & South Ltd. (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 3rd Avenue, Miami, Florida. This License provides for a monthly fee in the amount of $632.13 plus State Use Tax, if applicable. 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 Overtowm Shopping Center. The Community Redevelopment Agency is currently involved in a joint private partnership to re- develop the Third Avenue corridor of the Overtown community to address some of the economic needs of the neighborhood. Based on the need to relocate its administrative offices in furtherance of accomplishing its commitment to development properties, the City would like to enter into an agreement with New Arena Square North & South Ltd., to be located in Space 110 of the Overtown Shopping Center, for the purpose of providing administrative offices in support of its development practices. 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 01- 269 Honorable Mayor and Members of the City Commission Page 2... (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 ail 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 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. Fee Increase: 5% per annum. Late Fee: 10% of the delinquent amount if not received within five days after it - becomes due. Security Deposit: $1,896.39. Taxes: Licensee shall pay. 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, Worker's Compensation in the form and amounts required by State law. CAG/DB/ tpk Mayor NEW ARENA -RL A .doc 01- 269