HomeMy WebLinkAboutR-98-0756J-98-752
7/15/98
RESOLUTION NO. 9 8- 756
A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE CITY
MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT
("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, THEREBY
PERMITTING INNER CITY YOUTH, INC. TO OCCUPY AND USE ON A
MONTH -TO -MONTH BASIS, APPROXIMATELY 875 SQUARE FEET OF
SPACE WITHIN THE BUILDING SITUATED IN RANGE PARK, LOCATED AT
APPROXIMATELY 525 N.W. 62 STREET, MIAMI, FL, AT A TOTAL FEE OF
$9.50 PER SQUARE FOOT, FOR A TOTAL MONTHLY AMOUNT OF $692.71,
FOR THE PURPOSE OF PROVIDING COMPUTER EDUCATION, AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE
AGREEMENT, WHICH TERMS MAY BE AMENDED BY THE CITY
MANAGER AS MAY BE NECESSARY IN ORDER TO EFFECT SUCH
TRANSACTION IN AN EXPEDITIOUS MANNER.
WHEREAS, the City of Miami is owner of certain real property located at 525 N.W. 62nd
Street, Miami, Florida, a/k/a Range Park (the "Property"); and
WHEREAS, the City has determined that a portion of the building situated on the
Property is not needed at this time by any of the City's offices or departments;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.
Section 2. The City Manager is hereby authorized' to execute a Revocable License
Agreement, in substantially the attached form, permitting Inner City Youth, In . 6upA-and ---.-
CITY COMMISSION
MEETING OF
ATTACHE
CONTAINED J111 2 1 1998
Resolution No.
k-
1 98- 756
'The herein authorization is further subject to compliance with all requirements that may be Imeawd
Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions.
use, on a month to month basis, approximately 875 square feet of space within the building
situated in Range Park, located at approximately 525 N.W. 62nd Street, Miami, Florida, at a total
fee of $9.50 per square foot, for a total monthly amount of $692.71, for the purpose of providing
computer education and in accordance with the terms and conditions of the Agreement which
terms may be amended by the City Manager as may be necessary in order to effect such
transaction in an expeditious manner.
Section 3. This Resolution shall become effective upon its adoption and signature of the
Mayor2.
PASSED AND ADOPTED this 21stday of July , 1998.
JOE CAROLLO, MAYOR
in accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approlml of
this legislation by signing it in the designated place provided, said
becomes effective with the elapse of ten (10) days from the date of Ccrnr
regarding same, without the Mayor exercising a�e . / `/ 11
WALTER FOEMAN
CITY CLERK
RM AND
ATTORNEY
W2756/JOB/kd/csk
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2 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.
2 98 - 756
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
INNER CITY YOUTH CENTER, INC.
FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT
525 NW 62 STREET
MIAMI, FLORIDA
98- 756
CONTENTS
1. PURPOSE
1
2. OCCUPANCY AND USE PERIOD
1
3. CONTINUOUS DUTY TO OPERATE
2
4. INTEREST CONFERRED BY THIS AGREEMENT
2
5. USE FEE
3
6. LATE FEE
3
7. ADJUSTMENT TO MONTHLY FEE, LATE FEE AND UTILITY FEE
3
8. SECURITY DEPOSIT
4
9. QUARTERLY REPORTS
4
10. CHARGES BY LICENSEE
5
11. CONDITION OF THE PROPERTY AND MAINTENANCE
5
12. SERVICES AND UTILITIES
7
13. ALTERATIONS, ADDITIONS OR REPLACEMENTS
8
14. VIOLATIONS, LIENS AND SECURITY INTERESTS
9
15. CITY ACCESS TO FACILITY
10
16. LICENSEE'S ACCESS TO FACILITY
10
17. INDEMNIFICATION AND HOLD HARMLESS
10
18. INSURANCE
11
19. NO LIABILITY
13
20. TAXES
13
21. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES
WITHOUT CAUSE
13
22. TERMINATION BY CITY MANAGER FOR CAUSE
13
23. NOTICES
14
24. ADVERTISING
14
25. SEVERABILITY
15
26. NO ASSIGNMENT OR TRANSFER
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27. NONDISCRIMINATION
15
28. AFFIRMATIVE ACTION
15
29. MINORITY/WOMEN BUSINESS UTILIZATION
16
30. WAIVER OF JURY TRIAL
16
31. WAIVER
16
32. AMENDMENTS AND MODIFICATIONS
17
33. COURT COSTS AND ATTORNEY(S)' FEES
17
34. COMPLIANCE WITH ALL LAWS APPLICABLE
17
35. ENTIRE AGREEMENT
17
36. APPROVAL BY THE OVERSIGHT BOARD
17
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this day of
, 1998, between the City of Miami (the "City") a municipal corporation of the
State of Florida and Inner City Youth Center, Inc., a non-profit community based
organization, incorporated under the laws of the State of Florida (the "Licensee"), for the
purpose of providing inner city youth programs in the Greater Miami area.
WHEREAS, in order to carry out the intent as expressed herein and in
consideration of the mutual agreements subsequently contained, City and Licensee agree
as follows:
1. PURPOSE.
The City is the owner of real property and improvements thereon at 525 NW 62
Street, Miami, Florida (the Property). On July 21, 1998, the City Commission passed and
adopted Resolution No. 98-_, determining that approximately 875 square feet of space on
the first floor of the park building located at 525 NW 62 Street, Miami, Florida, (the
"Area") 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 and expressing its desire to
assist the Licensee in accomplishing its public purpose and in furtherance thereof
authorizing the Licensee to occupy and use the Area for the education of computer use,
under the conditions hereinafter set forth. The actual square footage of the Area to be
calculated by the City upon completion of the improvements set forth in Paragraph 13
herein. A copy of Resolution No. 98-_ is attached hereto as Exhibit B and is made a part
of this Agreement.
2. OCCUPANCY AND USE PERIOD.
This Agreement shall commence as of the date upon which the City Manager
executes this Agreement (the "Effective Date") and shall continue on a month to month
basis until the first to occur of the following:
(a) cancellation or termination by the express written agreement of the parties
hereto; or
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(b) cancellation or termination by request of any of the parties hereto, subject to the
notice provisions of Paragraphs 21 and 22 of this Agreement.
In the event the Effective Date does not fall on the first day of the month, the
Effective Date shall be adjusted to be the first day of the following month. If the Effective
Date is not on the first day of the month, then the rental for such month shall be prorated
upon a daily basis.
3. CONTINUOUS DUTY TO OPERATE.
Except where the Area is rendered untenantable by reason of fire or other casualty,
Licensee shall at all times during this Agreement (i) occupy the Area upon the Effective
Date; (ii) shall thereafter continuously conduct operations in the Area in accordance with
the terms of this Agreement and shall at all times keep the Area fully stocked with
materials, trade fixtures and furnishings necessary and proper to operate the Area and (iii)
keep the Area open for operation on a continual basis during the days and hours as are
customary for this type of use.
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 undertaking its computer
education and ancillary functions 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 is a mere personal privilege to do certain acts of a
temporary character and to otherwise use the Area subject to the terms of this Agreement.
No leasehold interest in the Area is conferred upon Licensee under the provisions hereof
and Licensee does not and shall not claim at any time any leasehold estate or ownership
interest in the Area by virtue of this Agreement or its use of the Area hereunder.
Additionally, Licensee does not and shall not claim at any time any interest or estate of
any kind or extent whatsoever in the Area by virtue of any expenditure of funds by the
Licensee for improvements, construction, repairs, partitions or alterations to the Area
which may be authorized by the City.
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5. USE FEE
In consideration for this Agreement, Licensee agrees to pay to the City a use fee of
$7.00 per square foot, plus State Use Tax, if applicable, which shall be paid in advance and
in full on the first day of each month, without notice. At the present square footage of 875
square feet, the "Monthly Fee" will be Five Hundred Ten and 42/100 Dollars ($510.42).
The Monthly Fee shall be adjusted after calculation of the actual square footage upon
completion of the improvements set forth in Paragraph 13 herein. Payments shall be made
payable to "City of Miami" and shall be mailed to the Office of Asset Management 444
South West 2nd Avenue, 3rd Floor, Miami, FL, 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 in the amount of
one hundred dollars ($100). Such late fee shall constitute additional fees due and payable
to City by Licensee upon the date of payment of the delinquent payment referenced above.
Acceptance of such late charge by City shall, in no event, constitute a waiver of Licensee's
violations with respect to such overdue amount nor prevent City from the pursuit of any
remedy to which City may otherwise be entitled.
7. ADJUSTMENT TO MONTHLY FEE, LATE FEE AND UTILITY FEE.
Licensee agrees that the Monthly Fee, Late Fee and Utility Fee (as defined herein)
shall be increased on the first day of each Agreement Year by five percent (5%) of the
Monthly Fee, Late Fee and Utility Fee, respectively, in effect for the immediately preceding
Agreement Year. For purposes of this Agreement, Agreement Year shall mean any period
of time consisting of twelve (12) consecutive calendar months commencing on the Effective
Date and each anniversary thereafter. 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.
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8. SECURITY DEPOSIT
Simultaneously with the execution of this Agreement, the Licensee shall deposit
with City the sum of One Thousand Five Hundred Thirty One and 25/100 Dollars
($1,531.25) (the "Security") as guarantee for the full and faithful performance by Licensee
of all obligations of Licensee under this Agreement or in connection with this Agreement.
If Licensee is in violation (as provided in Paragraph 22) 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. 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 Deposit.
9. QUARTERLY REPORTS.
Licensee shall transmit to the Director of the City's Department of Parks and
Recreation (the "Director"), in writing, in a format acceptable to the Director, quarterly
reports regarding current activity and the progress of Licensee's activities. Licensee shall
submit to Director such additional reports as may be requested. Licensee shall prepare, in
writing, in a form acceptable to the Director, any reports or documentation that may be
required by Federal, State or local directives. At the request of the Director, Licensee shall
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transmit to the Director written statements of Licensee's official policy or specified issues
relating to Licensee's activities.
City may carry out monitoring and evaluation activities, including visits and
observations by City staff, Licensee shall ensure the cooperation of its employees and board
members in such efforts. Any inconsistent, incomplete or inadequate information either
received by the City on a quarterly basis or obtained through monitoring and evaluation by
the City shall constitute a good cause for the City to terminate this Agreement at any time
thereafter.
10. CHARGES BY LICENSEE.
Acknowledging the benefits afforded to City residents by Licensee's programs, and
to ensure the continued operation of Licensee's youth development programs, City shall
allow Licensee to assess reasonable charges to the public for its services. On or before the
Effective Date, the charges shall be submitted to the City Manager for approval. The
established charges shall not be changed without the written consent of the City Manager
which request shall be submitted at least thirty (30) days prior to the effective date of said
increase. Barring any extenuating circumstances as may be determined in the sole
discretion of the City Manager, Licensee shall not submit a request for changes more
frequently than once during any 12 month period. The City Manager shall not
unreasonably withhold approval of said request, however, Licensee shall be required to
submit any and all supporting documentation requested by City Manager to justify the
proposed fee increase.
11. CONDITION OF THE PROPERTY AND MAINTENANCE.
A. Licensee accepts occupancy of the Area in "AS IS' condition except as
otherwise provided herein.
B. Upon reasonable notice from Licensee, City shall make necessary structural
repairs to the roof, foundation, exterior walls and any load bearing interior walls of the
Area. City shall also make necessary repairs to the air conditioning, plumbing and
electrical. However, City shall not be required to make any repairs to windows, plate
glass, doors and any fixtures and appurtenances composed of glass; and City shall not be
required to repair any damage caused by (i) any misuse, act, neglect, omission or
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negligence of Licensee, its agents and invitees; (ii) any damage occasioned by the failure of
Licensee to perform or comply with any terms, conditions, or covenants of this Agreement;
(ill) any structural alterations or improvements, including enhancements to the air
conditioning system or electrical, required by Licensee's use and occupancy of the Area, in
which case the Licensee shall perform such work in accordance with Paragraph 13 herein
and shall pay the entire cost of such maintenance, repair or alteration. The Monthly Fee
shall not be reduced and City shall not be liable under any circumstances for a loss of, or
injury to, property, or for injury to or interference with Licensee's use of Area arising from
or in connection with the making of or City's failure to make any repairs, maintenance,
alterations or improvements in or to any portion of the Property or Area or in or to fixtures,
appurtenances and equipment therein. Licensee hereby waives and releases its right to
perform repairs at City's expense under any law, statute, or ordinance now or hereafter in
effect in Florida.
C. Except for the repairs City is specifically obligated to make under
subparagraph B above, Licensee shall, at its sole cost and expense, maintain the Area and
make all repairs to the Area which are necessary or desirable to keep the Area in good
order and repair at all times and in a safe, dry and usable condition. Without limiting the
generality of the foregoing, Licensee is specifically required to make repairs (a) to the
portion of any pipes, lines, ducts, wires or conduits contained within or serving the Area;
(b) to windows, plate glass, doors and any fixtures or appurtenances composed of glass; (c)
to Licensee's sign, if applicable; (d) to the Area or the Property when repairs to same are
necessitated by any act or omission of Licensee of the failure of Licensee to perform its
obligations under this Agreement. Licensee, at its sole cost and expense, shall at all times
keep the Area in a clean and sanitary condition and free from vermin.
D. 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.
E. 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.
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F. If, in an emergency, it shall become necessary to make promptly any repairs
or replacements required to be made by Licensee, City may reenter the Area and proceed
forthwith to have the repairs or replacements made and pay the cost thereof. Within thirty
(30) days after City renders a bill therefor, Licensee shall reimburse City for the cost of
making the repairs.
G. In either event of cancellation or termination pursuant to Paragraphs 21 or
22 herein, at the expiration of the time provided 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, at the City's
sole discretion, as City sees fit, all at Licensee's sole cost and expense.
12. SERVICES AND UTILITIES.
City shall, at its sole cost and expense, furnish and maintain air conditioning,
electric current and dumpster for regular office debris. City shall further permit Licensee
to utilize on a non-exclusive basis the public restrooms. Licensee must abide by the rules,
regulations, schedules and practices of the City in the administration of these services.
Licensee agrees to pay to City, in addition to the payment of the Monthly Fee, two
dollars ($2.50) per square foot as its share of the costs for the above services. As of the
Effective Date, this fee shall be One Hundred Eighty Two and 29/100 Dollars ($182.29) per
month (the "Utility Fee"). The Utility Fee shall be adjusted after calculation of the actual
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square footage upon completion of the improvements set forth in Paragraph 13 herein.
Such fee shall be increased annually in accordance with Paragraph 7 hereof.
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 City desirable or necessary to be made or due to difficulty
in obtaining supplies or labor or for any other cause beyond the reasonable control of the
City. The work of such repairs, alterations or improvements shall be prosecuted with
reasonable diligence. The City shall in no respect be liable for any failure of the utility
companies or governmental authorities to supply utility service to Licensee or for any
limitation of supply resulting from governmental orders or directives. Licensee shall not
claim any damages by reason of the City's or other individual's interruption, curtailment or
suspension of a utility service, nor shall the Revocable License or any of Licensee's
obligations hereunder be affected or reduced thereby.
Licensee, at its sole cost, shall provide cleaning services for the Area. Licensee shall
pay for all telephone services required including the installation of any lines and
equipment necessary.
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 operation within the Area
each day.
13. ALTERATIONS, ADDITIONS OR REPLACEMENTS.
It is hereby acknowledged by the parties that after the Effective Date, Licensee, at
its sole cost and expense, will be making certain improvements to the Area including, but
not limited to, constructing partitions, installing additional electrical outlets and modifying
air conditioning ductwork. Such improvements shall be performed in accordance with this
paragraph and the other obligations of this Agreement.
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, which approval may be conditioned
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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 Director of Asset Management.
In the event of an emergency, Licensee may reasonably proceed to perform such repair
work and shall immediately notify 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 materialsmen for all work
and labor done at Licensee's request. Should any such lien be asserted or filed, regardless
of the validity of said liens or claims, Licensee shall bond against or discharge the same
within fifteen (15) calendar days of Licensee's receipt of notice of the filing of said
encumbrance. In the event Licensee fails to remove or bond against said lien by paying the
full amount claimed, Licensee shall pay the City upon demand any amount paid out by
City, including City's costs, expenses and reasonable attorneys' fees. Licensee further
agrees to hold City harmless from and to indemnify the City against any and all claims,
demands and expenses, including reasonable attorney's fees, by reason of any claims of any
contractor, subcontractor, materialman, laborer or any other third person with whom
Licensee has contracted or otherwise is found liable for, in respect to the Area. Nothing
contained in this Agreement shall be deemed, construed or interpreted to imply any
consent or agreement on the part of City to subject the City's interest or estate to any
liability under any mechanic's or other lien asserted by any contractor, subcontractor,
materialsman or supplier thereof against any part of the Area or any of the improvements
thereon and each such contract shall provide that the contractor must insert a statement
in any subcontract or purchase order that the contractor's contract so provides for waiver of
lien and that the subcontractor, materialman and supplier agree to be bound by such
provision.
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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 Parks and Recreation (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
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. LICENSEE'S ACCESS TO FACILITY.
City shall provide Licensee ingress, egress and access to the Area adequate to
maintain and operate its offices and computer classes. Licensee must abide by the rules,
regulations, schedules and practices of the City in the use of the Area.
17. 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
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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.
18. INSURANCE.
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all
times throughout the period of this Agreement, the following insurance coverage:
A. Commercial General liability insurance on a Comprehensive General liability
coverage form, or its equivalent, including premises, operations and contractual coverage's
against all claims, demands or actions for bodily injury, personal injury, death or property
damage occurring in or about the Area with such limits as may be reasonably requested by
the City from time to time but not less than $1,000,000 per occurrence combined single
limit for bodily injury and property damage. The City shall be named as Additional
Insured on the policy or policies of insurance.
B. Automobile liability insurance covering all owned, non -owned and hired
vehicles used in conjunction with operations covered by this agreement. The policy or
policies of insurance shall contain a combined single limit of at least $500,000 for bodily
injury and property damage. The requirements of this provision may 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.
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D. Worker's Compensation in the form and amounts required by State law.
E. The City of Miami, Division of Risk Management, reserves the right to
reasonably amend the insurance requirements by the issuance of a notice in writing to
Licensee. The Licensee shall provide any other insurance or security reasonably required
by the City.
F. The policy or policies of insurance required shall be so written that the policy
or policies may not be canceled or materially changed without thirty (30) days advance
written notice to the City. Said notice should be delivered to the City of Miami, Division of
Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to City of
Miami, Office of Asset Management, 444 SW 2 Avenue, 3rd Floor, Miami, Florida 33130, or
such other address that may be designated from time to time.
G. A current Evidence and Policy of Insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Office of Asset Management of the City at the
commencement of the term of this Agreement and a new Evidence and Policy shall be
supplied at least twenty (20) days prior to the expiration of each such policy. Insurance
policies required above shall be issued by companies authorized to do business under the
laws of the State, with the following qualifications as to management and financial
strength: the company should be rated "A" as to management, and no less than class "X"
as to financial strength, in accordance with the latest edition of Best's Key Rating Guide,
or the company holds a valid Florida Certificate of Authority issued by the State of Florida,
Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any
documentation of insurance by the City or by any of its representatives which indicates
less coverage than required does not constitute a waiver of the Licensee's obligation to
fulfill the insurance requirements herein.
In the event Licensee shall fail to procure and place such insurance, the City may,
but shall not be obligated to, procure and place same, in which event the amount of the
premium paid shall be paid by Licensee to the City as an additional fee upon demand and
shall in each instance be collectible on the first day of the month or any subsequent month
following the date of payment by the City. Licensee's failure to procure insurance shall in
no way release Licensee from its obligations and responsibilities as provided herein.
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19. 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.
20. TAXES.
Licensee shall pay before any fine, penalty, interest or costs is added for
nonpayment, any and all charges, 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, Licensee shall immediately notify City of its intention to
appeal said tax and shall furnish and keep in effect a surety bond of a responsible and
substantial surety company reasonably acceptable to City or other security reasonably
satisfactory to City in an amount sufficient to pay one hundred percent of the contested tax
with all interest on it and costs and expenses, including reasonable attorneys' fees, to be
incurred in connection with it.
21. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT
CAUSE.
Either party may cancel this Agreement at any time by giving thirty (30) days
written notice to the non -canceling party prior to the effective date of the cancellation.
22. 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
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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.
23. 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 terminating or
canceling this Agreement, the City may serve notice by posting it at the Area. Such notice
shall be deemed given on the day on which personally served; or if by certified mail, on the
fifth day after being posted or the date of actual receipt, whichever is earlier:
CITY OF MIAMI
City of Miami
City Manager
444 SW 2 Avenue, loth Floor
Miami, FL 33130
COPY TO
City of Miami
Office of Asset Management
444 SW 2 Avenue, Suite 325
Miami, FL 33130
LICENSEE
Inner City Youth Center. Inc.
Attn.: Anthony Louis Dawkins
525 N.W. 62 Street
Miami, FL 33150
24. ADVERTISING.
Licensee shall not permit any signs or advertising matter to be placed either in the
interior or upon the exterior of the Area grounds without having first obtained the
approval of the Director or his designee, which approval may be withheld for any or no
reason, at his sole discretion. Licensee shall, at its sole cost and expense, install, provide,
maintain such sign, decoration, advertising matter or other things as may be permitted
hereunder in good condition and repair at all times. Licensee must further obtain approval
from all governmental authorities 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
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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 five (5)
days of receipt of an invoice indicating the cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Area an appropriate sign indicating City's having issued this
Agreement.
25. 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.
26. NO ASSIGNMENT OR TRANSFER.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it
by this Agreement.
27. 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.
28. 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
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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.
29. 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.
30. 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.
31. 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.
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32. 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.
33. COURT COSTS AND ATTORNEY(S)' FEES.
In the event it becomes necessary for City to institute legal proceedings to enforce
the provisions of this Agreement, Licensee shall pay City's court costs and attorneys' fees
through all trial and appellate levels.
34. 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.
35. 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.
36. 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. Execution of this Agreement by the City
Manager shall constitute evidence of approval by the Oversight Board.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the
day and year first above written.
LICENSOR
ATTEST: CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Walter Foeman
City Clerk City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Mario Soldevilla
Division of Risk Management
WITNESS:
Signature
Print Name
Signature
Print Name
APPROVED AS TO FORM AND
CORRECTNESS:
Alejandro Vilarello
City Attorney
LICENSEE:
Signature
Print Name
Print Title
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EXHIBIT A
98- F"56
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: The Honorable Mayor and Members DATE:
of the City Commission
SUBJECT:
FROM: O /ald. Warshaw REFERENCES
City Manager
ENCLOSURES:
RECOMMENDATION:
24
FILE:
License Agreement between City
of Miami Inner City Youth, Inc.
City Commission Agenda
July 21, 1998
The administration recommends that the City Commission approve the attached Resolution
authorizing the City Manager to execute a 30-day Revocable License Agreement ("Agreement"),
in substantially the attached form, with Inner City Youth, Inc. This Agreement is for the use of
approximately 875 s.f. of space (the "Area") within the building situated in Range Park (the
"Building") located at approximately 525 N.W. 62 Street, Miami, Florida, for the purpose of
providing computer education. This Agreement will be at a monthly fee of $510.42 and with the
terms and conditions as more particularly set forth in the Agreement.
BACKGROUND:
The Office of Asset Management has prepared the attached Resolution and Revocable License
Agreement for consideration by the City Commission. The City is the owner of real property
located at 525 N.W. 62 Street, Miami, FL, a.k.a. Range Park. Inner City Youth, Inc. is able and
willing to provide services for the community that the City currently is unable to provide.
Highlights of the Agreement are as follows:
• Inner City Youth, Inc. will pay a yearly fee of Seven Dollars ($7.00) per square foot
plus a utility fee of Two and 50/100 Dollars ($2.50) per square foot for a total usage fee
of $9.50 per square foot.
• Based on the estimated area of 875 square feet, the monthly fee will be $510.42 plus
$182.29 for utilities for a total monthly payment of $692.71.
• The agreement may be canceled by either party with thirty days notice.
• ICY will provide the City with a security deposit of One Thousand Five Hundred
Thirty One and 25/100 Dollars ($1,531.25).
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DW:CMC:DB:af. Mayor CC -RLA .doc
98- 756