HomeMy WebLinkAboutR-98-0902J-98-959
9/14/98
RESOLUTION NO. 902
A RESOLUTION, WITH ATTACHMENTS, AUTHORIZING
THE CITY MANAGER TO EXECUTE A REVOCABLE
LICENSE AGREEMENT ("AGREEMENT"), IN
SUBSTANTIALLY THE ATTACHED FORM, WITH VIKO
DRUG STORE, INC., A FLORIDA CORPORATION, FOR
THE USE ON A MONTH -TO -MONTH BASIS OF
APPROXIMATELY 1,505 SQUARE FEET OF SPACE IN
THE OVERTOWN SHOPPING CENTER, LOCATED AT 1490
NW 3RD AVENUE, SPACE 108, MIAMI, FLORIDA, FOR
THE PURPOSE OF PROVIDING PHARMACEUTICAL CARE
AND SERVICES TO THE OVERTOWN COMMUNITY, AT AN
ANNUAL FEE OF $9,030, WITH TERMS AND
CONDITIONS AS MORE PARTICULARLY DESCRIBED
HEREIN AND SET FORTH IN THE AGREEMENT.
WHEREAS, the City Commission is committed to economic
development within the target areas of the City of Miami, and
specifically the continued development of the City -owned Overtown
Shopping Center; and
WHEREAS, space is available at the Overtown Shopping Center
and the Overtown Neighborhood Enhancement Team has identified and
recommended that the City enter into an agreement with Viko Drug
Store, Inc., a Florida Corporation, for the purpose of providing
pharmaceutical care and services to the Overtown community; and
WHEREAS, pursuant to Motion No. 97-776, adopted October
28, 1997, the City Commission authorized a six (6) month rent
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98-- 902
abatement to all businesses renting space from the City at the
Overtown Shopping Center;
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 authorized1l to
execute a Revocable License Agreement, in substantially the
attached form, with Viko Drug Store, Inc., a Florida Corporation
(Licensee), for the use of approximately 1,505 square feet of
vacant space on a month -to -month basis in the Overtown Shopping
Center, located at 1490 NW 3rd Avenue, Space 108, Miami, Florida,
for the purpose of providing pharmaceutical care and services to
the Overtown community, providing that: (1) Licensee shall pay a
fee to the City, at a rate of $6.00 per square foot, for a total
annual fee of $9,030, (2) Licensee shall have a six (6) month
rent abatement, plus additional terms and conditions as more
particularly set forth in the Revocable License Agreement
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.
2 98- 902
attached hereto.
Section 3. This Resolution shall become effective upon
its adoption and signature of the Mayor.2/
PASSED AND ADOPTED this 28th day of September , 1998.
JOE CAROLLO, MAYOR
In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of
this legislation by signing it in the designated place provided, said legislation now
becomes effective with the elapse of ten (10) da froI date of mmissicn action
regarding same, without the Mayor a rc'
ATTEST:
47toeman, City Clerk
WALTER J. FOEMAN
CITY CLERK
ORRECTNESS:ty
W2907:CSK:kc
If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
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98- 902
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
VIKO DRUG STORE, INC.
FOR THE USE OF
1,505 SQUARE FEET OF SPACE AT
OVERTOWN SHOPPING CENTER
SPACE 108
1490 NORTHWEST 3RD AVENUE
MIAMI, FLORIDA
98- 902
INDEX
Page
1.
PURPOSE
4
2.
OCCUPANCY AND USE PERIOD
4
3.
INTEREST CONFERRED BY THIS AGREEMENT
5
4.
CONTINUOUS DUTY TO OPERATE
5
5.
FEE
6
6.
ADJUSTMENT TO MONTHLY FEE
6
7.
LATE FEE
6
8.
SECURITY DEPOSIT
7
9.
RAISE IN SECURITY DEPOSIT
7
10.
UTILITIES
8
11.
CONDITION OF THE PROPERTY AND MAINTENANCE
8
12.
CITY'S RIGHT OF ENTRY
8
13.
NO ASSIGNMENT OR TRANSFER
9
14.
ALTERATIONS, ADDITIONS OR REPLACEMENTS
9
15.
VIOLATIONS, LIENS AND SECURITY INTERESTS
9
16.
NO LIABILITY
10
17.
INDEMNIFICATION AND HOLD HARMLESS
11
18.
INSURANCE
11
19.
CANCELLATION BY REQUEST OF EITHER OF THE PARTIES
WITHOUT CAUSE
13
20.
TERMINATION BY CITY MANAGER FOR CAUSE
13
21.
REMOVAL OF PROPERTY
14
22.
IMPOSITIONS
14
23.
NOTICES
15
24.
USE PROHIBITION OF THE OVERTOWN SHOPPING CENTER
16
25.
ADVERTISING
16
26.
SEVERABILITY
17
Fi
27.
NONDISCRIMINATION
17
28.
AFFIRMATIVE ACTION
17
29.
MINORITY/WOMEN BUSINESS UTILIZATION
18
30.
WAIVER OF JURY TRIAL
18
31.
WAIVER
18
32.
AMENDMENTS AND MODIFICATIONS
19
33.
COURT COSTS AND ATTORNEY(S)' FEES
19
34.
COMPLIANCE WITH ALL LAWS APPLICABLE
19
35.
ENTIRE AGREEMENT
19
36.
APPROVAL BY THE OVERSIGHT BOARD
19
3
98- 902
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 Viko Drug Store, Inc. a Florida for
profit corporation (the "LICENSEE").
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 located at the Overtown Shopping
Center, 1490 NW 3rd Avenue, Space 108, consisting of 1,505 square feet (the
"Property"), which is depicted in Exhibit A attached hereto and made a part of this
Agreement. On September , 1998 the City Commission passed and adopted
Resolution No. 98- , which is attached as Exhibit B and made a part of this
Agreement, authorizing the LICENSEE to occupy and use the Property for the
purpose of providing quality pharmaceutical care and services to the Overtown
community, under the condition(s) hereinafter set forth. Exhibit C attached hereto
and made a part of this Agreement lists the retail products which will be provided
by LICENSEE at the Property as well as the percentage ratio. Changes to the list
of retail products must be requested by LICENSEE, in writing, and approved by
the City Manager. Such approval will not be unreasonably withheld by the CITY.
2. OCCUPANCY AND USE PERIOD.
This Agreement shall commence as of the date upon which the CITY
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
(b) cancellation or termination by request of any of the parties hereto,
subject to the notice provisions of Paragraphs 19 and 20 of this Agreement.
4 98- 902
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.
3. INTEREST CONFERRED BY THIS AGREEMENT.
LICENSEE agrees that this Agreement has been issued by the CITY to
authorize LICENSEE to occupy the Property solely for the limited purposes set
forth in Paragraph 1 of this Agreement and no other. 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 on the Property and that the CITY retains
dominion, possession and control of the Property. No leasehold interest in the
Property is conferred upon LICENSEE under the provisions hereof and
LICENSEE does not and shall not claim at any time any interest or estate of any
kind or extent whatsoever in the Property by virtue of this Agreement or its use of
the Property hereunder. Additionally, LICENSEE does not and shall not claim at
any time any interest or estate of any kind or extent whatsoever in the Property
by virtue of any expenditure of funds by the LICENSEE for improvements,
construction, repairs, partitions or alterations to the Property.
4. CONTINUOUS DUTY TO OPERATE.
Except where the Property is rendered untenantable by reason of fire or other
casualty, Licensee shall at all times during this Agreement (i) occupy the Property
upon the Effective Date; (ii) shall thereafter continuously conduct operations in the
Property in accordance with the terms of this Agreement and shall at all times keep
the Property fully stocked with materials, trade fixtures and furnishings necessary
and proper to operate the Property and (iii) keep the Property open for operation on
a continual basis during the days and hours as are customary for this type of use.
R
98- 902
5. FEE.
In consideration for this Agreement, LICENSEE agrees to pay to the CITY
Seven Hundred Fifty -Two Dollars and Fifty Cents ($752.50) monthly (the
"Monthly Fee"), which shall be paid in advance and in full on the first day of each
month. LICENSEE shall pay to the CITY the first installment of the Monthly Fee
on the first (1st) day of the seventh (7th) 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 Property. LICENSEE shall pay,
when due, any and all State Use Tax assessed against the Monthly Fee, if
applicable.
6. ADJUSTMENT TO MONTHLY FEE.
In the event that this Agreement is not canceled or terminated as provided
for under Paragraph 2 herein, LICENSEE agrees that the Monthly Fee shall be
increased annually on each anniversary of the Effective Date (hereinafter the
"Anniversary Date"), by two and one half percent (2.5%) of the previous year's
Monthly Fee.
7. 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 and 00/100 Dollars ($100.00). 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.
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8. SECURITY DEPOSIT.
Simultaneously with the execution of this Agreement, the LICENSEE shall
deposit with the CITY the sum of Two Thousand Two Hundred Fifty Seven Dollars
and Fifty Cents ($2,257.50) (the "Security Deposit"), 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 20), beyond any applicable notice or cure period, the City
may use, apply or retain all or any part of the Security Deposit for the payment of
(i) any fee or other sum of money which Licensee was obligated to pay but did not
pay, (ii) any sum expended by City on Licensee's behalf in accordance with the
provisions of this Agreement, or (iii) any sum which City may expend or be
required to expend as a result of Licensee's violation. The use, application or
retention of the Security Deposit 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.
At any time or times when City has made any such application of all or any part of
the Security Deposit, the Licensee shall deposit the sum or sums equal to the
amounts so applied by City within ten (10) days of written notice by the City.
Provided Licensee is not in violation of this Agreement, the Security Deposit
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 Deposit (or
balance thereof) to the Licensee, City shall be completely relieved of liability with
respect to the Security Deposit. Licensee shall not be entitled to receive any
interest on the Security Deposit.
9. RAISE IN SECURITY DEPOSIT.
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,
98- 902
then, without limiting City's other rights and remedies provided for in this
Agreement or at law or equity, the Security Deposit shall automatically be
increased by an amount equal to the greater of:
a. Three (3) times the original Security Deposit, or
b. Three (3) months' Monthly Fee
either of which shall be paid by Licensee to City forthwith on demand.
10. 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 Property, as well as all costs for
installation of any lines and equipment necessary and CITY reserves the right,
upon written notice to LICENSEE, to bill LICENSEE directly for the utilities or
installation of any lines and equipment.
11. CONDITION OF THE PROPERTY AND MAINTENANCE.
LICENSEE accepts occupancy of the Property in "AS IS' condition.
LICENSEE, at its sole cost and expense, shall maintain the Property in good order
and repair at all times, and in an attractive, clean and sanitary condition during
its use and occupancy of the Property. LICENSEE shall be responsible for all
repairs to the Property required or caused by LICENSEE'S use of the Property.
LICENSEE agrees to make all changes necessary to the Property at
LICENSEE'S sole cost and expense in order to comply with all City, County and
State building code requirements for occupancy.
12. CITY'S RIGHT OF ENTRY.
The CITY shall have access to and entry into the Property at any time (a) to
inspect the Property, (b) to perform any obligations of LICENSEE hereunder
which LICENSEE has failed to perform, (c) to assure LICENSEE'S compliance
with the terms and provisions of this Agreement and all applicable laws,
8 98- 902
ordinances, rules and regulations or (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 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.
13. NO ASSIGNMENT OR TRANSFER.
LICENSEE cannot assign or transfer its privilege of occupancy and use
granted unto it by this Agreement.
14. ALTERATIONS, ADDITIONS OR REPLACEMENTS.
LICENSEE may improve and remodel the Property and install fixtures
therein at its own expense, but not until first receiving the City Manager's written
approval of the plans and specifications for such work, which approval may be
withheld for any or no reason whatsoever, or conditioned, in his sole discretion.
Except as provided herein, all fixtures and equipment installed by the LICENSEE
which can be removed without injury to the Property shall remain the property of
the LICENSEE.
15. VIOLATIONS, LIENS AND SECURITY INTERESTS.
LICENSEE, at its expense and with due diligence and dispatch, shall secure
the cancellation or discharge of or bond off same in the manner permitted by law,
all notices of violations arising from or otherwise in connection with LICENSEE'S
improvements or operations in the Property which shall be issued by any public
authority having or asserting jurisdiction. LICENSEE shall promptly pay its
98- 902
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 Property. 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 Property 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.
16. NO LIABILITY.
In no event shall the CITY be liable or responsible for loss or 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 vandalism or theft, fire,
steam, electricity, gas, water, rain, which may leak or flow from or into any part of
the Property, or from the breakage, leakage, obstruction or other defects of the
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures
of the Property, or from hurricane or any act of God or any act of negligence of
10 98- 902
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 Property or from other sources.
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 Property,
for any personal injury, loss of life or damage to personal and/or real property
sustained in or on the Property, by reason of or as a result of LICENSEE' 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 Property, 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 Property.
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 and through any
periods of extensions or renewals, 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 the Property with such
98- 902
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. Professional liability coverage.
C. 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.
D. "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 Property. The CITY shall be named as a Loss Payee.
E. Worker's Compensation in the form and amounts required by State
law.
F. The City Manager 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 Manager.
G. 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 2nd Avenue, 9th Floor,
Miami, Florida 33130 with copy to City of Miami, Asset Management Division,
444 SW 2nd Avenue, Suite 325, Miami, Florida 33130, or such other address that
may be designated from time to time.
12 98- 902
H. A current Certificate and Policy of Insurance evidencing the aforesaid
required insurance coverage shall be supplied to the Asset Management Division
of the CITY prior to the Effective Date of this Agreement and a new Certificate
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.
19. 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.
20. 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
13 98- 902
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 including any further
notice.
21. REMOVAL OF PROPERTY.
In either event of cancellation or termination pursuant to Paragraphs 19 or
20 herein, at the expiration of the time provided by the notice, LICENSEE shall
peacefully surrender the Property 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 Property. Upon surrender,
LICENSEE shall promptly remove all its personal property, trade fixtures and
equipment and LICENSEE shall repair any damage to the Property caused
thereby. Should LICENSEE fail to repair any damage caused to the Property
within ten (10) days after receipt of written notice from CITY directing the required
repairs, CITY shall cause the Property 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 Property so that the Property shall be as it was
on the Effective Date.
In the event LICENSEE fails to remove its personal property, equipment and
fixtures from the Property 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 LICENSEE'S sole cost and expense.
22. IMPOSITIONS.
For purposes of this paragraph, "Impositions" shall mean all governmental
assessments, including assessments imposed by the City, franchise fees, excises,
14 98- 902
license and permit fees, municipal service fees, fire service fees, levies, charges
and taxes, including ad valorem and personal property taxes on the Property
and/or improvements, general and special ordinary and extraordinary, foreseen or
unforeseen, or of any kind and nature whatsoever, and which shall or may, during
LICENSEE'S occupancy of the Property, be assessed, levied, charged, confirmed,
or imposed upon, or become due and payable out of, or become a lien on the
Property and/or improvements thereon, or appurtenances or facilities used in
connection therewith.
LICENSEE shall pay before any fine, penalty, interest or costs is added for
nonpayment, any and all Impositions levied against the Property and
improvements, and/or against any occupancy interest or personal property of any
kind, owned by or placed in, upon or about the Property by LICENSEE, including,
but not limited to, ad valorem taxes.
In the event LICENSEE appeals the validity of, or amount of an Imposition,
LICENSEE shall immediately notify CITY of its intention to appeal such
Imposition and shall furnish and keep in effect a surety bond of a responsible and
substantial surety company reasonably acceptable to CITY, or other security
reasonable satisfactory to CITY in an amount sufficient to pay one hundred
percent (100%) of the contested Imposition with all interest on it and costs and
expenses, including reasonable attorneys' fees, to be incurred in connection with it.
In no event shall the CITY be responsible for or obligated to challenge or appeal
the validity or amount of any Imposition.
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. For
purposes of terminating or canceling this Agreement the CITY may serve notice by
posting such notice at the Property. Such notice shall be deemed given on the day
15 98- 902
on which personally served, or if by certified mail, on the fifth day after being
posted or the date of actual receipt or if by posting, on the day it is posted at the
Property, whichever is earlier:
CITY OF MIAMI:
City of Miami
City Manager
3500 Pan American Drive
Miami, FL 33133
COPY TO:
City of Miami
Office of Asset Management
444 SW 2nd Avenue, Suite 325
Miami, FL 33130
LICENSEE:
Viko Drug Store, Inc.
Attn: Mr. Victor Osagie
Overtown Shopping Center
1490 NW 3rd Avenue, Suite ???
Miami, FL 33136
24. USE PROHIBITION OF THE OVERTOWN SHOPPING
CENTER.
Pursuant to the Lease Agreement by and between the City of Miami and
Overtown Ventures, Inc. dated September 12, 1988, use and occupancy of the
Overtown Shopping Center are subject to the prohibitions of the use restriction
clause as stated in Paragraph 4 of the Lease Agreement. A copy of the restrictive
covenant is attached hereto as Exhibit D and made a part of this Agreement.
LICENSEE shall comply with such restrictions.
25. ADVERTISING.
LICENSEE shall not permit any signs or advertising matter to be placed
either in the interior or upon the exterior of the Property without having first
obtained the approval of the City Manager or his designee, which approval may be
withheld for any or no reason whatsoever, at his sole discretion. 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. LICENSEE hereby understands and agrees that the CITY
may, at its sole discretion, erect or place upon the Property an appropriate sign
16 98- 902
indicating CITY'S having issued this Agreement. Upon the expiration of this
Agreement, for any reason, LICENSEE shall, at its sole cost and expense, remove
and dispose of all signs located on the Property.
26. 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.
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 Property 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 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.
17
98- 902
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.
18
98- 902
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 that it becomes necessary for CITY to institute legal
proceedings to enforce the provisions of this Agreement, LICENSEE shall pay
CITY'S court costs and attorney(s)' fees.
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.
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.
19 98- 902
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
of the day and year first above written.
ATTEST:
WALTER J. FOEMAN
CITY CLERK
APPROVED AS TO FORM AND
CORRECTNESS:
ALEJANDRO VILARELLO
CITY ATTORNEY
ATTEST:
Print Name
CITY OF MIAMI, a municipal
corporation of the State of Florida
DONALD H. WARSHAW
CITY MANAGER
APPROVED AS TO INSURANCE
REQUIREMENTS:
MARIO SOLDEVILLA
RISK MANAGEMENT DIVISION
VIKO DRUG STORE, INC.
VICTOR OSAGIE
PRESIDENT
20 98- 902
EXHIBIT A
OVERTOWN SHOPPING CENTER
1490 NW 3rd Avenue
Miami, Florida
1 A:
Rt
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• }}� `:•::4
1
19.265 sf
1
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2.433 sf
2,000 of
7.13Z
5.86Z
141
1,L67 of
3.42Z
1
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- R ... •�•
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,av,
.42Z
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� $ .01
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1,505 of
4.41%
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41.03Z
9 -- 9 0 2:
EXHIBIT "C'
VIKO DRUG STORE
The following is a list of retail products and the percentage ratio which will be provided by Viko
Drug Store at the Overtown Shopping Center:
1. Prescription drugs
2. Over the counter drugs
60 ye 3. Diabetic care: orthopedic, ambulatory
4. Pharmacy equipment
5. Health food: vitamins and herbs, food and drinks, liquid foods
6. Personal Hygiene: bath soap, toothpaste, deodorants, body and face lotions, etc.
20 •
7. Cosmetics and beauty products
8. Infant care: baby foods, diapers and related products
e
10 • 9. Feminine hygiene products
10. Laundry products
$ 11. Light groceries: some snacks, chips and the like
12. 1-hour photo printing
S 13. Other household products
14. Lotto, Western Union, money orders
15. Cigarettes
98- 902
EXHIBIT "D" Page 1 of 3
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this /--'Z h day
1
of1988, by and between the CITY OF MIAMI, a
municipal corporation of the State of Florida (hereinafter called
"LESSOR"), and OVERTOWN VENTURES, INC., a Florida for profit
corporation, (hereinafter called "LESSEE").
Now, therefore, in consideration of the mutual covenants
hereinafter contained, the parties hereto covenant and agree as
follows:
1. PREMISES TO BE LEASED
For and in consideration of the mutual covenants hereinafter
set forth, LESSOR does hereby lease to LESSEE a 14,000 square
foot facility in the Overtown Shopping Center, (hereinafter
called "Demised Premises") located at 1490 NW 3rd Avenue, Miami, --
Florida, as shown on the attached Exhibit A. The use and
occupation of parking facilities and common areas shall also be
included in this Lease Agreement. .
2. TERM OF LEASE AGREEMENT
The term of this Lease Agreement -shall be for two (2) years
beginning upon the Rent Commencement Date, unless sooner
terminated as provided, with, three five-yeAr renewal options
available upon mutual agreement, which will.not be unreasonably
withheld. Lessor may require a higher .base rent structure,
and/or a greater percentage of gross receipts for the exercise of
the renewal options.
3. USE OF PROPERTY:
LESSEE agrees that the property herein leased shall be used
to operate a full -service food store, and other ancillary
services. The hours of operation shall be Mondays through
Saturday&, from 7.00 A.M. to 11:00 P.M., and Sundays from 12:00
Noon to 5:00 P.M.
98- 902
s
�o\ n �.
EXHIBIT "D" Page 2 of 3
LESSEE shall not change the stated use of this agreement
without first obtaining the written consent of the City Manager.
4. USE PROHIBITION'OP THE OVERTOWN SHOPPING CENTER:
The Overtown Shopping Center shall not be used for the
following uses ("Prohibited Uses"): '
(a) adult bookstores;
(b) adult'4/vie theaters:
(c) amusement centers, as currently defined in Section
33.1, of the Code of Metropolitan Dade County;
(d) barbecue stands;
(a) billiard or pool rooms;
(f) dog and pet stores or hospitals;
(g) "convenience type" grocery stores; which shall mean
those stores which sell primarily food and related
commodities, but shall not prohibit stores selling
foods and sundries (not as a primary business) as a
convenience to their customers;
(h) night clubs;
(i) pubs and bars, except in conjunction with a restaurant;
(j) secondhand stores which shall mean stores dealing in
secondhand "junk type" merchandise, but not stores
dealing in antiques or quality collectibles;
(k) sharpening and grinding shops;
(1) Casino gambling, games of chance or reward (which for
the purposes of this Section do not include lottery
sales);
(m) Any unlawful or illegal business or use or purpose or
any purpose which in any way is a violation of the
certificates of occupancy ( or other similar approvals
of applicable governmental authorities).
(n) Overtown Ventures, Inc. agrees that if casino gambling,
games of chance or reward shall in the future become
legal in the City of Miami, that Overtown Ventures, ~
98- 902
EXHIBIT "D"
Page 3 of 3
Inc. may not use the reward purposes without the prior
written consent of the City Manager and if the City
Manager shall consent, the parties shall in good faith
negotiate an appropriate modification or amendment to
this Agreement.
(o) Overtown.'Ventures, Inc. acknowledges that if casino
gamb4.rK9, games of chance or reward shall become
legal in the City of Miami, the City Manager may
authorize the use of any of its property for same.
(p) No covenant, agreement, lease, conveyance or other
instrument shal.i_be effected or executed by Overtown
Ventures, Inc. any of its successors or assigns,
whereby the Overtown Shopping Center or any portion
thereof is restricted by Overtown Ventures, Inc. or
any successor in interest, upon the basis of race
color, religion, sex, national origin or handicap
in the sale, lease, use or occupancy thereof. overtown
Ventures, Inc. will comply with all applicable state
and local laws, in effect from time to time,
prohibiting discrimination or segregation by reason of
color, religion, sex, national origin or handicap in
the sale, lease or occupancy of the Overtown Shopping
Center.
5. IMPROVEMENTS:
LESSEE may not make any alterations, additions or
improvements in or to the premises, without the written consent
of the City Manager, and all additions or improvements, shall be
and remain part of the premises at the expiration of the Lease.
LESSOR will be responsible for the cost of the major repairs
described as follows: Any repair required by the City, County,
or State law codes or ordinances including, but not exclusive of
items outlined in Exhibit I. entitled Improvement List.
-3- 98 - 902
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO: Honorable -Mayor and Members
of the City Commission
FROM
lonqaUld&TWarshaw
CA=18
DATE: SEP 2 f ;qr�8 FILE
SUBJECT:
Resolution Authorizing the Manager to
Execute a Revocable License Agreement
REFERENCES with Viko Drug Store, Inc.
City Manager ENCLOSURES: City Commission Agenda
September 28, 1998
RECOMMENDATION:
The Administration recommends that the City Commission adopt the attached
Resolution, authorizing the City Manager to execute a Revocable License
Agreement, in substantially the attached form, between the City of Miami and Viko
Drug Store, Inc. The month -to -month Agreement is for the use of approximately
1,505 square feet of space in the Overtown Shopping Center located at 1490 NW 3rd
Avenue, Space 108, Miami, Florida, at a fee of $752.50 monthly.
BACKGROUND:
The Overtown Shopping Center is a City -owned property and is designated to serve
as the commercial retail anchor in the Overtown area. The City Commission has
been committed to economic development within the City's target areas, more
specifically, the continued development of the Overtown Shopping Center. At the
October 28, 1997 City Commission meeting, Motion No 97-776 authorized a six
month rent abatement to all businesses renting space from the City at the
Overtown Shopping Center.
The Overtown Neighborhood Enhancement Team (NET) has met with the
Overtown Advisory Board, the Overtown Merchants Alliance Associations and
members of the community to address the service needs of the neighborhood. Based
on recommendations from these agencies, NET has identified and recommended
that the City enter into an agreement with Viko Drug Store, Inc., for the purpose of
providing quality pharmaceutical care and services to the Overtown community.
The fee to be paid to the City for this space in the Overtown Shopping Center is
$6.00 per square foot for an annual payment of $9,030.
98- 902
The highlights of the Revocable License Agreement are as follows:
Effective Date: Upon execution of the Agreement by the City
Term: Either party may cancel this Agreement at any time with 30
days written notice to the non -canceling party.
Monthly Fee: $752.50 monthly, plus tax ($9,030/annually)
Adjustment to
Monthly Fee: Monthly Fee shall be increased annually on each anniversary
of the Effective Date by 2.5% of the previous year's monthly fee
Security Deposit: $2,257.50
Utilities: Licensee shall pay for all utilities
The current officers/directors of Viko Drug Store, Inc. are as follows:
Victor Osagie, Director
$P
DHW:DB:LB SA:ResoCoverMemoOSC-HPS-Nationwide
98- 902
SP'd -bio1
TO Lori Billberry
Lease Mangy*
Asset Mat A
FRCtd Miranda Y.
Overtown N
017Y OF KAW!, FLV!"eUL't
INTEROFFICE MEMORANDUIhi
DATE*: Ate 25,1998 FILE
s ecs Favorable RocommendsUon
(R.eviaed)
Viko Drug Store, Inc. ,lb
BPS Nationwide, Inc.
It is respectAilly recommended that the attached >rmsohdion, as prepared by the Division of Asset
Management, authorizing the execution of a Revocable Lic am Agreement, Viko Drug Stm+e, lac., and
HPS Nationwide, Inc. respectively.
The proposed owner of Vitro Drag StDotne, Inc., W. Victor Osagie, has extensive experience as a
registered pharmacist. Also the owner of BPS Nationwide, Inc., Mr. Anderson Carry, has been involved
in the telecommunications service for appr,nicianalDety four (4) years. His experience in this area includes,
but is not liatited to communication system design, sales, coMw the development, wholesale and retail
marketing. Mr. Osagie and Mr. Curry have met with the Overtown NET Administrator on several
occasions to discuss their proposed business plan. Also, Mr. Viko has made formal presentations to the
Overtown Advisory Hoard, Overtown Merchants Alliance Association and Federal Enterprise Council.
The aforementioned organizations are in support of these buses becoming a part of the Overtown
community.
The opening of these two businesses will create it total of eighteen (18) new employment opportunities
for Ovwtown residents. In an effort to increase the tax base, revive tho commercial business district and
empower community the resides M it is recommended that the City move forward in entering into a
Revocable License Agreement with both Viko Drugs, Inc. and BPS Nationwide, Inc.
Viko Drug Store, Inc. has received fiusding from Miami Capital Development Inc., the Civs quasi -
public lending institution. Also, IRPS Nationwide, Inc. has a well established line of credit as well as
inventory capital from PCS Paging Network
Upon review of the business plans and cum%t finawW data by both myself and a representuive for the
local SBA office, based on my professional review, both businesses have the required fhuming and
experience that will enable each entity to be an integral put of the economic development in Overtown.
In accordance with Resolution No. 95-235 as amended, funds were approved and appropriated from the
Capital Improvement Project No. 322059 for the rehabilitation of the Overtown Shopping Center
(OT C)-
The OTSC is a City -owned property and is designed to serve as the cmmercial retail anchor in the
Ovenown area.
Raul Martinez! Asshtant City Manager 9 8 - 902
Sharlene Adelman, Leme Manager
T0'd
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