HomeMy WebLinkAboutR-01-1119s •
J-01-532
10/16/01
RESOLUTION N0.
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 APPROXIMATELY 320 SQUARE
FEET OF SPACE ON THE SIXTH FLOOR AND CERTAIN
ROOF SPACE AT THE FIRE COLLEGE, LOCATED AT
3425 JEFFERSON STREET, MIAMI, FLORIDA, FOR
THE OPERATION AND MAINTENANCE OF AN UNSTAFFED
MICROCELL WIRELESS TELECOMMUNICATIONS SITE ON
A MONTH-TO-MONTH BASIS, PROVIDING FOR AN
EFFECTIVE DATE OF JULY 1, 2001, AT A MONTHLY
FEE OF $1,500 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 SAID 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 approximately 320 square feet of space on the sixth
floor and certain roof space at the Fire College, located at
3425 Jefferson Street, Miami, Florida, for the operation and
1� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
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CITY COMMISSION
iv ELTIEG OF
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maintenance of an unstaffed macrocell wireless telecommunications
site on a month-to-month basis, providing for an effective date
of July 1, 2001, at a monthly fee of $1,500 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 said
Agreement.
Section 2. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.V
PASSED AND ADOPTED this 25th day of October , 2001.
JOE CAROLLO, MAYOR
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ATTEST:
WALTER J. FOEMAN
CITY CLERK
APPROVEQ,01 /0 FOND CORRECTNESS el
ILARE
EY
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Clark
?� If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by
the City Commission.
Page 2 of 2 f �'
September 7, 2001
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REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
AT&T
FOR USE OF
PROPERTY LOCATED AT
APPROXIMATELY 3425 JEFFERSON STREET
MIAMI, FLORIDA
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CONTENTS
1. Purpose
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2, Permitted Use
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3. Occupancy and Use Period
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4. Continuous Duty to Operate
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5. Interest Conferred By This Agreement
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6. Consideration
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7. Adjustment to Monthly Fee and Security
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8. Late Fee
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9. Returned Check Fee
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10. Increase of Security
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11. Security Deposit
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12. Alterations, Additions Or Replacement
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13. Condition Of The Property And Maintenance
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14. Violations, Liens And Security Interests
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15. Interference
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16. Utilities
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17. Access
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18. City's Right Of Entry
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19. No Assignment Or Transfer
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20. No Liability For Damage Or Injury
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21, Indemnification And Hold Harmless
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22. Insurance
12,13,14
23. Licensee's Contractors
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24. Cancellation By Request Of Either Of The Parties Without Cause
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25. Termination by City Manager For Cause
26. Removal Of Property
27. Taxes and Fees
28. Notices
29. Advertising
30. Ownership of Improvements
31. Sever ability
32. Nondiscrimination
33. Affirmative action
34. Minority/Women Business Utilization
35. Waiver Of Jury Trial
36. Waiver
37. Amendments And Modifications
38. Compliance With All Laws Applicable
39. Entire Agreement
40. Approval By The Oversight Board
Exhibit A. The Property
Exhibit B. The Area
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Revocable License Agreement
1.
This Revocable License Agreement ("Agreement") is made , 2001, 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 (the "Licensee"), a Florida for profit corporation, herein
collectively referred to as (the "Parties").
WHEREAS, on April 25, 1996, the City Commission passed and adopted Resolution No. 96-
261, which authorized the City Manager and McCaw Communications of Florida, Inc., a wholly owned
subsidiary of AT&T Wireless Services of Florida, Inc., to enter into a Revocable License Agreement,
dated July 3, 1996, for the installation, operation and maintenance of an unmanned micro cell
telecommunications site at the Fire College; and
WHEREAS, said installation of an unmanned micro cell telecommunications site was
completed; and
WHEREAS, the Revocable License Agreement dated July 3, 1996 will expire upon execution of
new License Agreement; and
WHEREAS, McCaw Communications of Florida, Inc, is no longer the legal entity representing
AT&T Wireless Services for this antenna Agreement; and
WHEREAS, AT&T Wireless Services wishes to enter into a Revocable License Agreement with
the City of Miami for said operation and maintenance of the unmanned microceIl telecommunications
site at the Fire College; and
WHEREAS, in order to carry out the intent as expressed herein and in consideration of the
mutual agreements subsequently contained, the Parties agree as follows:
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1. Purpose.
The City is the owner of real property and improvements thereon at 3425 Jefferson Street,
Miami, Florida, a/k/a the Fire College (hereinafter referred to as the "Property"), which is depicted in
Exhibit "A" attached hereto and made a part of this Agreement. The City has .determined that
approximately 320 square feet of space on the sixth (6) floor of the Fire Department Training Center (the
"Area"), which is depicted in Exhibit "B" 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 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 further authorizes the operation and maintenance of eight two
ft. wall mount antennas at the locations depicted in Exhibit "C" attached hereto and made a part hereof.
Said antennas are wall mounted approximately fifty-six (56) feet above the ground floor (more or less
seventy (70) total height) and approximately two and one-half ft. from the wall to the face of the antenna.
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 as of July 1, 2001 (the "Effective Date"), and shall continue
until the first to occur of the following:
a) cancellation or termination by the express written agreement of the parties hereto; or
b) cancellation or termination by request of any of the parties hereto, subject to the notice
provisions of Paragraphs 24 and 25 of this Agreement.
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4. Continuous Duty to Operate.
Except where the Area is rendered untenable 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.
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 undertaking the Permitted Use 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.
6. Consideration.
In consideration for this Agreement, Licensee agrees to pay to the City a monthly fee in the
amount of One Thousand Five Hundred dollars and No cents ($1,500.00) (the "Monthly Fee"), plus State
Use Tax, if applicable. Said fee shall be paid in advance and in full on the Effective Date and on the first
day of each month thereafter, without further notice or demand. Payments shall be made payable to the
"City of Miami" and shall be mailed to:
City of Miami
Finance Department
444 South West 2"d Avenue, 6`h Floor
Miami, FL 33130
Attention: Rent Collections
or such other address as may be designated from time to time.
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7. 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.
8. Late Fee
- In the event that the City does not receive any installment of the Monthly Fee within five (5)
days after it becomes due, Licensee shall pay to the City, in addition to the delinquent amount, a late fee
equal to ten percent (10%) of the delinquent installment. Such late fee shall constitute additional fees
due and payable to the City by Licensee upon the date of payment of the delinquent payment referenced
above. Acceptance of such late fee by the City shall, in no event, constitute a waiver of Licensee's
violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to
which the City may otherwise be entitled.
9. Returned Check Fee
In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a
returned check fee (the "Returned Check Fee") based on the following schedule:
Returned Amount
Returned Check Fee
$00.01 — 50.00
$20.00
$50.01 — 300.00
$30.00
$300.01 — 800.00
$40.00
OVER $800.00
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
y nor prevent City from the pursuit of any remedy to which City may otherwise be entitled.
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10. Security Deposit.
Notwithstanding anything to the contrary, the City shall retain the sum of Two Thousand Five
Hundred dollars ($2,500.00) from the Revocable License Agreement between the City and McCaw
Communications, Inc, d/b/a AT&T Wireless Services dated July 3, 1996, as Security for this Agreement.
Upon execution of this Agreement, Licensee shall be required to deposit with the City an additional sum
of Two Thousand dollars ($2,000.00), which shall bring the aggregate to Four thousand Five Hundred
dollars ($4,500.00), (the "Security") as guarantee for the full and faithful performance by Licensee of all
obligations of Licensee under this Agreement or in connection with this Agreement. However, If
Licensee is in violation (as provided in Paragraph 25) 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 the City on
Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which the City
may expend or be required to expend as a result of Licensee's violation. In the event the City uses any
portion of the Security, as described above, the Licensee will replenish the amount used by the City
within fifteen days (15) of notice. The use, application or retention of the Security or any portion thereof
by the City shall not prevent the City from exercising any other right or remedy provided for under this
Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise.
Provided Licensee is not in violation of this Agreement, the Security or balance thereof, as the
case may be, shall be returned to Licensee after the expiration date or upon any later date after which
Licensee has vacated the Area in the same condition or better as existed on the Effective Date, ordinary
wear and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee, the City
shall be completely relieved of liability with respect to the Security. Licensee shall not be entitled to
receive any interest on the Security.
11. 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
11forthwith on demand.
12. 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 Director of
Asset Management ("Director"), which approval may be conditioned or withheld for any or no reason
whatsoever. 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 Director. In the event of an
emergency, Licensee may reasonably process to perform such repair work and shall immediately notify
City of such work.
13. Condition Of The Property And Maintenance.
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. 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 the City's costs, expenses and reasonable
attorneys' fees. Licensee further agrees to hold the 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
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shall be deemed, construed or interpreted to imply any consent or agreement on the part of the 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.
15. , 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 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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16. 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. 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.
17. Access
The City shall provide Licensee ingress, egress and access to the Area adequate to maintain,
operate and service the Area and the 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.
18. City's Right Of Entry,
The City shall have access to and entry into the Area at any time to (a) inspect the Area and the
Facilities; (b) take technical measurements or tests related to the Facilities in conducting the inspection
and testing of the equipment, the City shall not tamper nor perform any adjustments to Licensee's
equipment without Licensee's written approval; (c) 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 thirty (30) days of such notice; (d) to assure Licensee's compliance with the terms and
provisions of this Agreement and all applicable laws, ordinances, rules and regulations; 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 the City shall make a diligent effort to provide at least 24 -hours
advance notice and Licensee shall have the right to have one or more of its representatives or employees
present during the time of any such entry. The City shall not be liable for any loss, cost or damage to the
Licensee by reason of the exercise by the City of the right of entry described herein for the purposes
listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon
the City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or
liability assumed under this Agreement.
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19. No Assignment Or Transfer.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by this
Agreement.
20. No Liability For Damage Or Injury.
In no event shall the City be liable or responsible for loss or damage to the Property, the Area,
improvements, fixtures, equipment and/or any property belonging to or rented by Licensee, its officers,
servants, agents, or employees that may be stolen, destroyed, or in any way damaged and 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.
21. Indemnifications 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 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 and about the defense of any such claims and the investigation
thereof, provided, however, Licensee shall not be liable for the gross negligence or intentional
misconduct of the City.
22. 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.
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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, 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 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 S.W. 2nd
Avenue, 91h Floor, Miami, Florida 33130 with copy to the 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, 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
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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.
23. 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:
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.
24. Cancellation By Request Of Either Of The Parties Without Cause.
Either party may cancel this Agreement at any time with thirty (30) days written notice to the
non -canceling party.
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25. 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 to 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. Removal Of Property.
In either event of cancellation pursuant to paragraphs 24 or 25, at the expiration of the time
limited by the notice, the Licensee shall promptly, at its sole cost and expense, remove all Facilities,
personal property, fixtures and equipment from the Area and Licensee agrees to promptly repair any
damage to the Area caused thereby, clean up any remaining debris and restore the Area to the condition
existing as of the Effective Date. Should Licensee fail to repair any damage caused to the Area within
ten (10) days after receipt of written notice from the City directing the required repairs, the City shall
cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay the City the
full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required
repairs.
In the event Licensee fails to remove its Facilities, 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 the City sees fit, all at Licensee's sole cost and
expense.
27. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all
charges, taxes, fees 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 the Property by Licensee, including, but not limited to, ad valorem taxes, fines, fees and parking
surcharges. in the event Licensee appeals a tax or fee, Licensee shall immediately notify the 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 the City or other security reasonably satisfactory to
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the 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.
28. 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 the 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
City of Miami
Office of City Manager
444 SW 2 Avenue, I Oh Floor
Miami, FL 33130
COPY TO
City of Miami
Office of Asset Management
444 SW 2 Avenue, Suite 325
Miami, FL 3313 0
29. Advertising.
LICENSEE
AT&T Wireless Services of Florida,
3406 Forest Hill Boulevard
West Palm Beach, FL 33406
Attn: Corporate Counsel
Licensee shall not permit any signs or advertising matter to be placed in or upon the Area
without having first obtained the approval of the Director of Asset Management, which approval may be
withheld for any or no reason, at his 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
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to repair any damage caused to the Area within ten (10) days after receipt of written notice from the City
directing the required repairs, the City shall cause the Area to be repaired at the sole cost and expense of
Licensee. Licensee shall pay the City the full cost of such repairs within ten (10) days of receipt of an
invoice indicating the cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place
upon the Area or the Property an appropriate sign indicating the City having issued this Agreement.
30, Ownership of Improvements.
As of the Effective Date and throughout the Use Period, the "Facilities" is solely owned by
AT&T Wireless Service, Inc. Furthermore, the City of Miami is the sole owner of the Property.
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. 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.
33. 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
laws and regulations.
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34. 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. The City will make such
lists available to the Licensee at the time of the issuance of the Agreement and the City's Office of
Minority/Women Business Affairs will routinely provide updates.
35. 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.
36. 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.
37. 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.
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ji-11. 1
C.�
L.J
38. Compliance With. All Laws Applicable.
Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with
all applicable federal, state and local laws, ordinances and regulations, including without limitation the
rules of the Federal Communications Commission, the Federal Aviation Administration and the City
Building, Zoning and Fire Codes, is a condition of this Agreement, and Licensee shall comply therewith
as the same presently exist and as they may be amended hereafter. This Agreement shall be construed
and enforced according to the laws of the State of Florida.
39. Entire Agreement.
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.
40. 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 the City of Miami contracts. As a
result, contracts shall not be binding on the City until such time as the Oversight Board has approved
them. Attestation of this Agreement by the City Clerk shall constitute evidence of approval by the
Oversight Board.
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0
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year
first above written.
ATTEST:
Walter Foeman
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Mario Soldevilla
Director of Risk Management
y
CITY OF MIAMI, a municipal corporation
of the State of Florida
Carlos A. Gimenez
City Manager
APPROVED AS TO NORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
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LICENSEE: ,
ATTEST: AT&T Wireless Services of Florida, Inc.
A Florida Corporation
Signature - Secretary
Print Name
Signature
Print Name
CORPORATE SEAL Print Title
21
EXHIBIT A
FIRE SAFETY AND TRAINING COLLEGE
Folio No. 01-4120-032-0010
Official Address: 3870 Washington Avenue
Mailing Address: 3425 Jefferson Street
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CITY OF MIAMI, FLORIDA =6
INTER -OFFICE MEMORANDUM
Honorable Mayor and Members OCT - 9 L�3a1 FILE:
TO: of the City Commission DATE
Resolution Authorizing
SUBJECT: the Manager to Execute
A Revocable License
Agreement with AT&T
FROM: {' Carlos A. Gimenez
REFERENCES: Wireless Services of
l City Manager ENCLOSURES: Florida, Inc.
RECOMMENDATION
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 Three Hundred Twenty
(320) square feet of space on the sixth floor of the Fire College (the "Area"). The
Agreement is for the purpose of operating and maintaining an unmanned microcell
telecommunications site. The Agreement shall be effective July 1, 2001. Licensee will
pay a monthly fee of $1,500.00 plus Florida Sales Tax if applicable.
BACKGROUND
On April 25, 1996, the City Commission passed and adopted Resolution No. 96-261,
which authorized the City Manager and McCaw Communications of Florida, Inc., a
wholly owned subsidiary of AT&T Wireless Services of Florida, Inc., to enter into a
Revocable License Agreement, dated July 3,, 1996, for the installation, operation and
maintenance of an unmanned microcell telecommunications site at the Fire College.
The installation of the unmanned microcell telecommunications site was completed. The
Revocable License Agreement, dated July 3, 1996 expired July 2, 2001. The new License
Agreement is for the operation and maintenance of the unmanned microcell
telecommunications site.
McCaw Communications of Florida, Inc. is no longer the legal entity representing AT&T
Wireless Services for this antenna and equipment Agreement; therefore, the new
agreement will be with AT&T.
Highlights of the Agreement are as follows:
Use Period: Commence July 1, 2001 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
of The Parties Without Cause" and "Termination By City Manager
for Cause."
Utilities: Licensee will pay.
Monthly Fee: $1,500.00
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: $4,500.00
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.
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