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HomeMy WebLinkAboutR-98-1176J-98-1184 11/19/98 RESOLUTION NO. 9 8 -11'7 6 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE ATTACHED FORM, WITH OCEAN CLUB DEVELOPMENT COMPANY FOR THE USE OF APPROXIMATELY 68,380 SQUARE FEET OF SPACE WITHIN THE MIAMI MARINE STADIUM PARKING LOT, LOCATED AT APPROXIMATELY 3601 RICKENBACKER CAUSEWAY, MIAMI, FLORIDA, AT A MONTHLY FEE OF THREE THOUSAND FIFTY SIX AND 59/100 DOLLARS ($3,056.59), FOR THE PURPOSE OF PROVIDING TEMPORARY PARKING ON A MONTH TO MONTH BASIS, WITH THE TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID AGREEMENT. WHEREAS, Ocean Club Development Company requires temporary parking for employees of a construction project near Key Biscayne; and WHEREAS, the City of Miami is owner of certain real property located at 3601 Rickenbacker Causeway, Miami, Florida, a/k/a Miami Marine Stadium (the "Property") near the construction area; and WHEREAS, the City has determined that a portion of the ATTACHMENT CONTAINED cm RMN ?II OF, DEC 0 8 1998 Resolution No. 98-11'76 Property is not presently required at this time for City use; and WHEREAS, it is in the best interest of the City to enter into the attached Agreement allowing Ocean Development Company the temporary use of the Property for said parking; 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, with Ocean Club Development Company for the use of approximately 68,380 square feet of space within the Miami Marine Stadium parking lot, located at approximately 3601 Rickenbacker Causeway, Miami, Florida, at a monthly fee of Three Thousand Fifty Six and 59/100 dollars ($3,056.59), for the purpose of providing temporary parking on a month -to -month basis. Section 3. This Resolution shall become effective 2 98-1176 immediately upon its adoption and signature of the Mayor.1/ PASSED AND ADOPTED this 8th day of December 1 1998. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate aPPrOval of this legislation by signing it in the designated place Provided, saio lFa{� 3,PtiGn 'vaGpr becomes effective with the elapse ofte nslLn acticn regarding same, without the Mayor a ATTEST: rk WALTER J. FOEMAN CITY CLERK APPROV TO 'RIZ'i��AND CORRECTNESS:t�� 4zzi W3083:CSK:kc l� If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. 3 98-11'76 REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO OCEAN CLUB DEVELOPMENT COMPANY FOR THE OCCUPANCY OF A PORTION OF THE PROPERTY LOCATED AT 3601 RICKENBACKER CAUSEWAY MIAMI, FLORIDA 33149 98-11'76 CONTENTS 1. PURPOSE 2. OCCUPANCY AND USE PERIOD 3. CONTINUOUS DUTY TO OPERATE 4. INTEREST CONFERRED BY THIS AGREEMENT 5. USE FEE 6. UTILITY FEE 7. ADJUSTMENT TO MONTHLY FEE, LATE FEE AND UTILITY FEE 8. SECURITY DEPOSIT 9. RAISE IN SECURITY DEPOSIT 10. UTILITIES 11. CONDITION OF THE PROPERTY 12. ALTERATIONS, ADDITIONS OR REPLACEMENTS 13. VIOLATIONS, LIENS AND SECURITY INTERESTS 14. CITY ACCESS TO FACILITY 15. INDEMNIFICATION AND HOLD HARMLESS 16. INSURANCE 17. NO LIABILITY 18. TAXES 19. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT CAUSE 20. TERMINATION BY CITY MANAGER FOR CAUSE 21. NOTICES 22. ADVERTISING 23. OWNERSHIP OF IMPROVEMENTS 24. SURRENDER OF AREA 25. SEVERABILITY 26. NO ASSIGNMENT OR TRANSFER d 1 1 2 2 2 3 3 3 4 4 4 5 5 6 7 7 9 9 10 10 10 11 11 12 12 13 V$-11'76 27. NONDISCRIMINATION 13 28. AFFIRMATIVE ACTION 13 29. MINORITY/WOMEN BUSINESS UTILIZATION 13 30. WAIVER OF JURY TRIAL 13 31. WAIVER 14 32. AMENDMENTS AND MODIFICATIONS 14 33. COURT COSTS AND ATTORNEY(S)' FEES 14 34. COMPLIANCE WITH ALL LAWS APPLICABLE 14 35. ENTIRE AGREEMENT 14 36. OPERATING HOURS 14 37. APPROVAL BY THE OVERSIGHT BOARD 15 m 98-11'76 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made this _ day of 199_, between the City of Miami (the "City") a municipal corporation of the State of Florida and Ocean Club Development Company, an organization incorporated under the laws of the State of Florida (the "Licensee"), for the purpose of providing temporary parking. 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 3601 Rickenbacker Causeway, Miami, Florida (the "Property"). The City has determined that approximately 68,380 square feet of space within the Property (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. The City has expressed its desire to assist the Licensee in accomplishing its purpose and in furtherance thereof authorized the Licensee to occupy and use the Area for temporary parking, under the conditions hereinafter set forth. The use of the Area is strictly limited to temporary parking and is not to be used for any other purpose whatsoever (the "Use"). Any use of the Area not authorized under the Use must receive the written consent of the City Manager. This consent can be withheld for any or no reason, including, but not limited to additional financial consideration. 2. OCCUPANCY AND USE PERIOD. This Agreement shall commence as of the date upon which the City Manager executes this Agreement (the "Effective Date") and shall continue until the first to occur of the following: (a) cancellation or termination by the express written agreement of the parties hereto; or (b) cancellation or termination by request of any of the parties hereto, subject to the notice provisions of "Cancellation By Request Of Either Of The Parties Without Cause" and "Termination By City Manager For Cause." 98-11'76 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, occupy the Area upon the Effective Date and shall thereafter continuously conduct operations in the Area in accordance with the terms of this Agreement. 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 temporary parking 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. 5. USE FEE In consideration for this Agreement, Licensee agrees to pay to the City for the use of the Area a monthly fee in the amount of Three Thousand Fifty Six and 59/100 Dollars ($3,056.59), plus State Use Tax, if applicable, which shall be paid in advance and in full on the first day of each month, without notice or demand (the "Use Fee"). The aforementioned Use Fee is based on 68,380 square feet. The actual monthly Use Fee will be calculated according to the actual square footage as hereinafter defined in "ALTERATIONS, ADDITIONS OR REPLACEMENTS ." Payments shall be made payable to "City of Miami' and shall be mailed to 444 S.W. 2nd Avenue, 3rd Floor, Office of Asset Management, Miami, Florida 33130, or such other address as may be designated from time to time. 2 98-11'76 In the event the Effective Date does not fall on the first day of the month, the Use Fee will be prorated on a daily basis for that month. 6. LATE FEE In the event any installment of the Monthly Fee is not received by the City by the fifth day of each month, Licensee shall pay to City a late charge in the amount of Two Hundred and 00/100 Dollars ($200.00). 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. 7. ADJUSTMENT TO MONTHLY FEE AND LATE FEE. Commencing twelve months from the Effective Date, or on the first day of the following month if the Effective date is not on the first of the month, and every twelve months thereafter, Licensee agrees that the Monthly Fee and Late Fee shall be increased by four percent (4%) of the Monthly Fee and Late 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. 8. SECURITY DEPOSIT Simultaneously with the execution of this Agreement, the Licensee shall deposit with City the equivalent of three (3) months Use Fee (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. At the current square footage of 68,380 square feet the Security will be Nine Thousand One Hundred Sixty Nine and 76/100 Dollars ($9,169.76), plus State Use Tax, if applicable. If Licensee is in violation (as provided in "Termination By City Manager For Cause") beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Security for the payment of (i) any fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on Licensee's behalf in accordance with the 3 9s-11'76 provisions of this Agreement, or (iii) any sum which City may expend or be required to expend as a result of Licensee's violation. The use, application or retention of the Security or any portion thereof by City shall not prevent City from exercising any other right or remedy provided for under this Agreement or at 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 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. 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, 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 Three (3) times the original Security Deposit 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 Area, as well as all costs for installation of any lines and equipment necessary. Licensee, at its sole cost, shall install all utilities required for its use and install separate utility meters required thereby and shall be billed directly by the applicable utility company for such services. 4 98-11'76 11. CONDITION OF THE PROPERTY. Licensee accepts the Area "as is", in its present condition and state of repair and without any representation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Area. Licensee, at its sole cost, shall maintain the Area in as good as, or better than, the condition it was received by the City at all times. It shall keep the Area in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all repairs to the Area required or caused by Licensee's use of part thereof. Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and expense in order to comply with all City, County and State code requirements for Licensee's occupancy thereof. 12. ALTERATIONS, ADDITIONS OR REPLACEMENTS. Except in the event of an emergency, Licensee shall not make any repair or alteration required or permitted to be performed by Licensee without first receiving the written approval of the City Manager, which approval may be conditioned or withheld for any or no reason whatsoever. If City approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager. In the event of an emergency, Licensee may reasonably proceed to perform such repair work and shall immediately notify City of such work. Licensee shall, at Licensee's sole cost and expense, install a fence surrounding and completely enclosing the Area (the "Fence") in a good workmanlike manner and to the satisfaction of the City, except where an existing fence, which is in satisfactory condition, is in place on the Property, the existing Fence will comply with the requirements of ALTERATIONS, ADDITIONS OR REPLACEMENTS. 13. 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 5 98-1176 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. 14. CITY ACCESS TO FACILITY. City and its authorized representative(s) shall have at all times access to the Area 1 and the Property. City will maintain a complete set of keys to the Area and the Property. Licensee, at its sole cost and expense, may duplicate or change key locks to the Area but not until first receiving written approval from the Director of the Office of Asset Management (hereinafter "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 to City a copy or copies of said keys, if more than one copy is required. The City shall have access to and entry into the Area and the Property at any time to (a) inspect the Area and Property, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, C 98-11'76 ordinances, rules and regulations, (d) to show the Property, inclusive of the Area, to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate purpose; provided, however, that City shall make a diligent effort to provide at least 24-hours advance notice and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this Agreement. 15. INDEMNIFICATION AND HOLD HARMLESS. The Licensee shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during the period of this Agreement, for any personal injury, loss of life or damage to property sustained in or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof; 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. 16. 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 7 98-11'76 limit for bodily injury and property damage. The City shall be named as Additional Insured on the policy or policies of insurance. B. Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this agreement. The policy or policies of insurance shall contain a combined single limit of at least $500,000 for bodily injury and property damage. The requirements of this provision will be waived upon submission of a written statement from Licensee that no automobiles are used to conduct business. C. Worker's Compensation in the form and amounts required by State law. D. 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. E. 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, 9�h 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. F. A current Evidence and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Office of Asset Management at the commencement of the term of this Agreement and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives which indicates less coverage than required does not constitute a waiver of the Licensee's obligation to fulfill the insurance requirements herein. 8 98-1176 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. 17. NO LIABILITY. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers, servants, agents, employees, invitees or patrons occurring in or about the Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Area or upon other portions of the Property or from other sources. Licensee indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Area. 18. 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, its proportionate share of the Property and/or against any occupancy interest or personal 9 98-11'76 property of any kind, owned by or placed in, upon or about the Area or Property by Licensee, including, but not limited to, ad valorem taxes. 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. 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 Licensee by the City Manager within which to cease such violation or correct such deficiencies, and upon failure of Licensee to do so after such written notice within said ten (10) day period, this Agreement shall be automatically canceled without the need for further action by the City. 21. NOTICES. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI LICENSEE City of Miami Christian M. Cobb Office of the City Manager Vice President of Development 444 SW 2 Avenue, 10,h Floor Ocean Club Development Company Miami, FL 33130 169 Miracle Mile, Suite 200 m 98-.�'76 Coral Gables, FL 33134 WITH A COPY TO City of Miami Office of Asset Management 444 SW 2 Avenue, Suite 325 Miami, FL 33130 22. ADVERTISING. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Area or the Property without having first obtained the approval of the Director or his designee, which approval may be withheld for any or no reason, at his sole discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Licensee must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Area or Property. If any part of the Area or Property is in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the Area or Property within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area or Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Area or Property an appropriate sign indicating City's having issued this Agreement. 23. OWNERSHIP OF IMPROVEMENTS. As of the Effective Date and throughout the Use Period, all buildings and improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to the Property, whether or not by or at the expense of Licensee, shall, unless 98-11'76 otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. 24. SURRENDER OF AREA. In either event of cancellation pursuant to "Cancellation By Request Of Either Of The Parties Without Cause" or "Termination By City Manager For Cause", or at the expiration of the time limited by the notice, Licensee shall peacefully surrender and restore the Area to the condition that it was in prior to the Effective Date of this Agreement together with all alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Area. Upon surrender, Licensee shall promptly remove all its personal property, trade fixtures and equipment and Licensee shall repair any damage to the Area caused thereby. Should Licensee fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. City may require Licensee to restore the Area so that the Area shall be as it was on the Effective Date. In the event Licensee fails to remove its personal property, equipment and fixtures from the Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost and expense. Licensee shall at the City's option, either (i) abandon the Fence in place, or (ii) at Licensee's sole cost and expense, remove the Fence as may be specifically requested by the City, from the Area and restore the Area to the condition that it was in prior to the Effective Date of this Agreement, standard wear and tear excepted. 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 12 98-1.1"76 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. As it pertains to the use of the Area, 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. 29. MINORITY/WOMEN BUSINESS UTILIZATION. As it pertains to the use of the Area, 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. 13 98-1176 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. 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. 14 98-11'76 This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. This Lease Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Lease Agreement shall not be construed in favor of or against either of the parties. 36. OPERATING HOURS. Operating hours will be from sunrise to sunset unless amended by Licensee and the City Manager. 37. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: Walter Foeman City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: LICENSOR CITY OF MIAMI, a municipal corporation of the State of Florida Donald H. Warshaw City Manager APPROVED AS TO FORM AND CORRECTNESS: Mario Soldevilla Alejandro Vilarello Division of Risk Management City Attorney IS 98-1176 WITNESS: Signature Print Name Signature Print Name LICENSEE: Signature Print Name Print Title 16 98-11'76 BQY.OISiI�YNeGTIFti , t IVY �11�!� Yeftso t-L+wT 6 0 O LVIO 3sa:++5 W7 AL-9 Q.1fl. L d • ,�� m t4�IWl0 E— . O O SEE'.SI;E�T Z FOR CStNER UIJDERGROUIJD IP15TALLATI0N5 K E_TJ—P� �1—C K E'C� CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: The Honorable Mayor and Members of the City Commission FROM: konZaIdH. Warshaw City Manager RECOMMENDATION: CA=18 DATE : NOV 19 1998 FILE : SUBJECT: License Agreement between the City of Miami & Ocean Club Development Company REFERENCES: City Commission Agenda ENCLOSURES: December 8, 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 Ocean Club Development Company. This Agreement is for the use of approximately 68,380 s.f. of space (the "Area") within the Property located at approximately 3601 Rickenbacker Causeway, Miami, Florida, a.k.a. Miami Marine Stadium. This Agreement will be at a monthly fee of Three Thousand Fifty Six and 59/100 Dollars ($3,056.59), plus State Use tax if applicable, and with the terms and conditions as more particularly set forth in the Agreement. BACKGROUND: Ocean Club Development Company is currently constructing near the Key Biscayne area and is in need of additional employee parking. 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 3601 Rickenbacker Causeway, Miami, FL, a.k.a. Miami Marine Stadium. Ocean Club Development Company will temporarily use a portion of the parking lot within the Miami Marine Stadium. Highlights of the Agreement are as follows: • Ocean Club Development Company will pay a monthly fee of Three Thousand Fifty Six and 59/100 Dollars ($3,056.59), plus State Use tax if applicable. • The Agreement may be canceled by either party with thirty days notice. • Ocean Club Development Company will provide the City with a security deposit of Nine Thousand One Hundred Sixty Nine and 76/100 Dollars ($9,169.76), plus State Use tax if applicable. 9V -1176 Ocean Club Development Company Page Two... • Ocean Club Development Company will maintain the Area and install fencing along its perimeter. The principles of Ocean Club Development Company are as follows: • John A. Hinson, President • John W. Temple, Chairman • Thomas Moses, Vice President • Theodore V. Fowler, Vice President 44 • Christopher J. Blackman, Vice President DW: B:L :af. Mayor CC -RLA .doc