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HomeMy WebLinkAboutR-97-0179a J-97-151 3/10/97 RESOLUTION NO. 9 7 - 179 A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO ISSUE A REVOCABLE LICENSE, IN SUBSTANTIALLY THE ATTACHED FORM, TO BELAFONTE TACOLCY CENTER, INC, A NON- PROFIT CORPORATION ("LICENSEE"), FOR THE USE OF THE PROPERTY LOCATED AT 6161 NORTHWEST 9TH AVENUE, MIAMI, FLORIDA, FOR THE PURPOSE OF PROVIDING YOUTH DEVELOPMENT, EDUCATIONAL AND LEADERSHIP TRAINING, SAID REVOCABLE LICENSE 1) TO BE AT AN INITIAL MONTHLY FEE OF $5,374, WHICH FEE SHALL BE RETAINED BY LICENSEE AS THE AMOUNT OF THE CITY'S CONTRIBUTION TO THE PROGRAMS PROVIDED BY LICENSEE; AND 2) SUBJECT TO ALL TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID REVOCABLE LICENSE. WHEREAS, Belafonte Tacolcy Center, Inc. has been occupying City -owned property located at 6161 Northwest 9th Avenue, Miami, Florida, for the purpose of providing youth development programs since 1971; and WHEREAS, the lease dated July 14, 1981 between the City of Miami and Belafonte Tacolcy Center has expired; and WHEREAS, Belafonte Tacolcy Center is desirous of continuing to provide youth development programs at said property; and WHEREAS, it is in the best interest of the City to assist Belafonte Tacolcy Center in providing such programs to the community; La ATTACHMENT(5) A (OHTAINED ,<<, CITY COMMISSION MEETING OF MAR 2 0 1997 Resolution No. 97-- 179 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 issue a Revocable License, in substantially the attached form, to Belafonte Tacolcy Center, Inc., a non-profit corporation ("Licensee"), for use of the property located at 6161 Northwest 9th Avenue, Miami, Florida, for the purpose of providing youth development, educational and leadership training, said revocable i license 1) to be at an initial monthly fee of $5,374, which fee f shall be retained by Licensee as the amount of the City's contribution to the programs provided by Licensee, and 2) subject I j to all terms and conditions as more particularly set forth in said revocable license. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 20th day of March , 1997. s� ATTEST: ROLLO, MAYOR WALTER CITY CLERK 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 - L 97- 179 LEGAL REVIEW: JULIE 0. BRU ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: W1489/JOB/BSS/kd N 0 - 3 - 97-- 179 REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO BELAFONTE TACOLCY CENTER PROPERTY LOCATED AT APPROXIMATELY 6161 NW 9 AVENUE MIAMI, FLORIDA Issued this day of , 1997 ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida WALTER J. FOEMAN CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, ill CITY ATTORNEY 7 EDWARD MARQUEZ CITY MANAGER APPROVED AS TO INSURANCE REQUIREMENTS: FRANK ROLLASON, CHIEF RISK MANAGEMENT DIVISION CONTENTS 1. PURPOSE 2. OCCUPANCY AND USE PERIOD 3. INTEREST CONFERRED BY THIS AGREEMENT 4. FEE 5. ADJUSTMENT TO MONTHLY FEE 6. SECURITY DEPOSIT 7. CHARGES BY LICENSEE 8. ALTERATIONS, ADDITIONS OR REPLACEMENT 9. CONDITION OF THE PROPERTY AND MAINTENANCE 10. VIOLATIONS, LIENS AND SECURITY INTERESTS 11. UTILITIES 12. CITY'S RIGHT OF ENTRY 13. AUDIT RIGHTS 14. NO ASSIGNMENT OR TRANSFER 15. NO LIABILITY 16. INDEMNIFICATION AND HOLD HARMLESS 17. INSURANCE 18. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT CAUSE 19. TERMINATION BY CITY MANAGER FOR CAUSE 20. TAXES 21. NOTICES 22. OWNERSHIP OF IMPROVEMENTS 97- 179 Is F 23. ADVERTISING 24. SEVERABILITY 25. NONDISCRIMINATION 26. AFFIRMATIVE ACTION 27. MINORITY/WOMEN BUSINESS UTILIZATION 28. WAIVER OF JURY TRIAL i 29. WAIVER 30. AMENDMENTS AND MODIFICATIONS 31. COURT COSTS AND ATTORNEY(S)' FEES 32. COMPLIANCE WITH ALL LAWS APPLICABLE 33. ENTIRE AGREEMENT 97-- 179 F REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made , 1997, between the City of Miami (the "City") a municipal corporation of the State of Florida and Belafonte Tacolcy Center, Inc., a non-profit corporation (the "Licensee"), for the purpose of operating youth development programs; 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 approximately 6161 NW 9 Avenue, Miami, Florida (the "Property"), as more particularly described in Exhibit A attached hereto and made a part of this Agreement. On , the City Commission passed and adopted Resolution No. , determining that the Property is not needed at this time for use by any of the City's offices or departments and expressing its desire to assist the Licensee in accomplishing its public purpose, and in furtherance thereof authorized the Licensee to occupy and use the Property for the purpose of providing youth development, educational and leadership training programs for the youth in the area. A copy . of Resolution No. is attached as Exhibit and is made a part of this Agreement. 1 97- 179 2. OCCUPANCY AND USE PERIOD. This Agreement shall commence as of the date upon which the parties execute 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 18 and 19 of this Agreement. 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 purpose of undertaking its operation of youth development programs 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 in 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 which may be authorized by the City. 97- 179 L PA 4. FEE. In consideration for this Agreement, Licensee agrees to pay to the City a monthly fee in the amount of Five Thousand Three Hundred Seventy -Four Dollars ($5,374) (the "Monthly Fee") which amount is hereby accepted and acknowledged by the City as being paid in advance and in full on the Effective Date and the first day of each month thereafter. Such Monthly Fee payment, during the Use Period commencing on the Effective Date, shall be retained by Licensee as the amount of the City's contribution to the programs provided by Licensee to the community. If the Effective Date is not the first day of any month, the Monthly Fee for the first month of the Use Period shall be one -thirtieth of the Monthly Fee installment for each day of the period from the Effective Date to the last day of the month in which the Effective Date occurs. Licensee shall pay, when due, any and all State Use Tax assessed against the Monthly Fee, if applicable. 5. ADJUSTMENT TO MONTHLY FEE. Licensee agrees that, as provided for below, the Monthly Fee shall be increased on the first day of each Agreement Year (hereinafter the "Anniversary Date"), by any increase during the prior year in the index known as "United States Bureau of Labor Statistics, Consumer Price Index. An Agreement Year shall mean any period of time consisting of twelve (12) consecutive calendar months commencing on the Effective Date and each anniversary thereafter during the Occupancy and Use Period. The Monthly Fee shall utilize the "Consumer Price Index for All Urban Consumers, All Items, 3 97- 179 L Miami - Ft. Lauderdale, Florida", Base Year 1982-84=100 (hereinafter the "CPI"). Said adjustment shall be hereinafter referred to as the "CPI Escalation". The CPI Escalation of the Monthly Fee shall be equal to Monthly Fee in effect for the immediately preceding Agreement Year plus the product of that Monthly Fee multiplied by the "CPI Percentage" (as defined below). The CPI Percentage shall equal the fraction (i) whose numerator equals the total of (a) the monthly Index published immediately prior to the Anniversary Date (or the nearest reported previous month), minus (b) the monthly Index published immediately prior to the Effective Date (or the nearest reported previous month) and (ii) whose denominator is the same monthly Index as (b) above. If the Index is discontinued with no successor Index, City shall select a comparable index. City shall compute the CPI Escalations and send a notice, with calculations, to Licensee setting forth the adjusted Monthly Fee within sixty (60) days of the commencement of each Agreement Year or as soon as such Index is available. In the event the Monthly Fee increases, Licensee shall pay to City such additional amount due which amount is hereby accepted and acknowledged by the City as being paid. Such Monthly Fee, as may be increased in accordance with this paragraph, shall continue to be retained by Licensee as the amount of the City's contribution to the programs provided by Licensee to the community. 6. SECURITY DEPOSIT. Simultaneously with the execution of this Agreement, the Licensee shall deposit with City the sum of Sixteen Thousand One Hundred and Twenty -Two Dollars ($16,122) (the 4 97- 179 "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 19), 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. 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 after the expiration date or upon any later date after which Licensee has vacated the Property 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. 7. 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 Is 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 in any Agreement Year. 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 verify the reasonability of the proposed fees. 8. 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 movable trade fixtures and equipment installed by Licensee which can be removed without injury to the Property shall remain the property of the Licensee. 9. 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, safe 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 part thereof, including, without limitation, air conditioning and heating systems, plumbing, mechanical, electrical, fixtures, floor coverings, structural, window and roof repairs and replacements. 6 97- 179 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. Notwithstanding the above and the City's rights pursuant to Paragraph 12 herein, the City shall have the right, but not the obligation, to conduct a physical inspection of the Property each Agreement Year, during normal working hours, to determine if the Property is being maintained in a clean, safe and orderly condition. Licensee shall be permitted to have a representative accompany the City during its inspection. Licensee, at its sole cost and expense, shall be required to make any improvements in cleaning or maintenance methods, make repairs required by City, and/or submit for approval by the City Manager a remediation plan for all conditions requiring repair, replacement or modification as noted by the City. If Licensee refuses, neglects or fails to maintain the Property, fails to make any improvements in cleaning or maintenance, fails to make repairs required by the City, or fails to submit the above remediation plan or fails to implement the approved remediation plan within thirty (30) days after written demand from City, City may take corrective measures or cause the Property to be cleaned or repaired without waiving its right based upon any violation of Licensee and without releasing Licensee from any obligations hereunder. Licensee shall pay City the full cost of such work within thirty (30) days of receipt of an invoice indicating the cost of such corrective measures or cleanup. Failure to pay such invoice shall constitute a violation of this Agreement as provided in Paragraph 19 below. Notwithstanding the above, Licensee's failure to perform the corrective measures or cleanup to the Property as directed without the 7 97- 179 L necessity of City repairing the Property shall constitute a violation of this Agreement as provided in Paragraph 19 below. 10. VIOLATIONS, LIENS AND SECURITY INTERESTS. Licensee, at its expense and with due diligence and dispatch, shall secure the cancellation or discharge of 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 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 thirty (30) calendar days 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 within thirty (30) days of 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 8 97- 179 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. 11. 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. 12. CITY'S RIGHT OF ENTRY. The City shall have access to and entry into the Property at any time to (a) 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, ordinances, rules and regulations and (d) for any other purpose(s) 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. 9 97-- 179 L 7 13. AUDIT RIGHTS. Upon City's request, Licensee shall deliver or cause to be delivered within ninety (90) days of such request, to City's Office of Asset Management, PO Box 330708, Miami, Florida 33233-0708, a financial statement for the Agreement Year(s) so specified in City's request, prepared and certified by an auditor employed at Licensee's sole cost and expense. Said Auditor shall certify that he made a complete examination of the books, state sales tax returns, and federal income tax returns of Licensee and that such statement is prepared in accordance with generally accepted accounting principles and practices. In the event the Licensee fails to prepare or deliver any required Audited Financial Statement to the City within the time set forth above, the City, upon fifteen (15) days written notice to Licensee, may elect to exercise either or both of the following remedies: a) To treat, as a violation of this Agreement, any such omission continuing after thirty (30) days notice thus entitling the City, without further notice, to exercise its right to cancel this Agreement and resort to other legal remedies; and/or b) To cause an audit and/or accounting, pursuant to the provisions of this Agreement to be made at the sole cost and expense of Licensee. Licensee shall pay the full cost of such audit within thirty (30) days of receipt of an invoice indicating the cost of such audit. Failure to pay such invoice shall constitute a violation of this Agreement as provided in Paragraph 19 below. Notwithstanding the above, at its option, City may cause, at its sole cost and expense, at any time within sixty (60) months of the expiration of this Agreement, a complete audit to be made of Licensee's business affairs, records, files and tax records, lul 97- 179 including Federal Income Tax returns, in connection with Licensee's operations on, from or related to the Property for the period covered by any such statement furnished by Licensee. Licensee shall allow the City or the auditors of the City to inspect all or any part of the compilation procedures for the aforesaid records. Said inspection shall be reasonable and is at the sole discretion of the City. Records shall be available Monday through Friday, inclusive, between the hours of 8:00 AM and 5:00 PM at the Property. In accordance with standard auditing procedures of the City, Licensee shall maintain and retain any and all of the aforementioned records for five (5) years after expiration of the Agreement. Licensee shall further be subject to periodic, unannounced operational audits by City of the operations conducted on the Property. Such audits shall include a review of the activities performed in accordance with the terms and conditions of this Agreement. City shall prepare a report as a result of the operational audit notifying the Licensee of conditions needing correction or improvement. 14. NO ASSIGNMENT OR TRANSFER. Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by this Agreement. 15. NO LIABILITY. In no event shall the City be liable or responsible for loss or damage to the Property, improvements, fixtures, equipment and/or any property belonging to or rented by Licensee, its officers, servants, agents, or employees that may be stolen, destroyed, or in any way damaged and Licensee indemnifies the City its officers, 11 97- 179 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. 16. INDEMNIFICATION AND HOLD HARMLESS. The Licensee shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during the period of this Agreement, for any personal injury, loss of life or damage to property sustained in or on the Property, by reason of or as a result of Licensee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims and the investigation thereof; EVEN IF THE CLAIMS, COSTS, LIABILITIES, SUITS, ACTIONS, DAMAGES OR CAUSES OF ACTION ARISE FROM THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF THE CITY, INCLUDING ANY OF ITS EMPLOYEES, AGENTS, OR OFFICIALS. 17. INSURANCE. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the following insurance coverage: A. Commercial General liability insurance on a Comprehensive General liability coverage form, or its equivalent, including premises, operations, professional 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 limits as 12 97- 179 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 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 the Property, 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. D. Worker's Compensation in the form and amounts required by State law. E. The City reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or security reasonably required by the City. F. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the City. Said notice should be delivered to the City of Miami, Division of Risk Management, PO Box 330708, Miami, Florida 33233-0708 with copy to City of Miami, Office of Asset Management, PO Box 330708, Miami, Florida 33233- 0708, or such other address that may be designated from time to time. L 13 97- 179 F 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. 14 9'7- 179 18. 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. 19. 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 thirty (30) days written notice given to Licensee by the City Manager within which to cease such violation or to correct such deficiencies, and upon failure of Licensee to do so after such written notice, within said thirty (30) day period, this Agreement shall be automatically canceled without the need for further action by the City. 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 Property and improvements, personal property 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 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 15 97- 179 L connection with it. Failure of Licensee to pay such aforesaid shall constitute a violation of this Agreement. 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 City of Miami City Manager 3500 Pan American Drive Miami, FL 33133 COPY TO City of Miami Office of Asset Management 444 SW 2 Avenue, Suite 325 Miami, FL 33130 22. OWNERSHIP OF IMPROVEMENTS. 1 1r1=N.qPF Belafonte Tacolcy Center, Inc. Executive Director 6161 NW 9 Avenue Miami, FL 33127 As of the Effective Date and throughout the Use Period, all buildings and improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. 16 97- 179 Except as provided herein, any furniture, furnishing, equipment or other articles of movable personal property owned by Licensee and located in the Property, shall be and shall remain the property of Licensee and may be removed by it at any time during the use period of this Agreement so long as Licensee is not in violation of any of its obligations under this Agreement and the same have not become a part of the freehold, and so long as such does not materially affect Licensee's ability to use said premises and conduct its operations as provided herein. However, if any of the Licensee's property is removed and such removal causes damage to the Property, Licensee shall repair such damage at its sole cost and expense. Should Licensee fail to repair any damage caused to the Property within thirty (30) 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 thirty (30) days of receipt of an invoice indicating the cost of such required repairs. Failure to pay such invoice shall constitute a violation of this Agreement. Notwithstanding the above, Licensee's failure to perform the corrective measurers or repairs to the Property as directed without the necessity of the City repairing the Property shall constitute a violation of this Agreement as provided in Paragraph 19 hereof. In either event of cancellation pursuant to Paragraphs 18 or 19, at the expiration of the time limited by the notice, the Licensee shall promptly, remove all personal property, fixtures and equipment from the Property and shall promptly repair any damage to the Property caused thereby, clean up any remaining debris and leave the Property in the condition existing as of the date of this Agreement. Should Licensee fail 17 97- 179 L 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. Any property belonging to Licensee and not removed by Licensee at the termination of this Agreement, shall, at the election of the City and without liability, (1) be deemed to be abandoned by Licensee, and shall become the sole personal property of the City; or (2) City may remove and/or dispose such property from the Property at Licensee's expense, and Licensee hereby agrees to pay to City the cost of such removal together with any and all damages which City may suffer and sustain by reason of the failure of Licensee to remove same. Said cost of removal and damages shall be due and payable upon receipt by Licensee of a written statement of costs and damages from City. At the expiration of this Agreement, Licensee shall deliver to the City the keys and combination to all safes, cabinets, vaults, doors and other locks left by Licensee on the Property. 23. ADVERTISING. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Property grounds 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 hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Property an appropriate sign indicating City's having issued this Agreement. Licensee must further 97- IN 0 F 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 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. Notwithstanding the above, Licensee may place banners upon the Property, subject to compliance with applicable requirements set forth in the City of Miami Code and Zoning Ordinance, for the purpose of advertising certain programs it offers. 24. 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. 25. 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. 26. 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, 19 97- 179 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. 27. 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. 28. WAIVER OF JURY TRIAL. Licensee waives a trial by jury of any and all issues arising in any action or proceeding, whether real or asserted, at law or in equity, between the parties hereto under or connected with this Agreement, or any of its provisions, the relationship of the parties, the Licensee's use or occupancy of the Property, Licensee's rights thereto, and/or any claim of injury or damage and any emergency statutory or any other statutory remedy, or otherwise. 29. 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 20 97- 179 L F 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. 30. 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. 31. COURT COSTS AND ATTORNEY(S)' FEES. it 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. I 32. COMPLIANCE WITH ALL LAWS APPLICABLE. i Licensee accepts this Agreement and hereby acknowledges that Licensee's i strict compliance with all applicable federal, state and local laws, ordinances and i i regulations is a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. 33. 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. 21 97= 179 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: Signature Print Name and Title LICENSEE: Signature Print Name and Title 22 97- 179 I , I R • e EXHIBIT A 6161 NORTHWEST 9 AVENUE, MIAMI, FLORIDA LEGAL DESCRIPTION Lots 1 through 8 of "Resubdivision of Block 11 of a Resubdivision of a portion of Hildamere" as recorded in Plat Book 43 at Page 86; and Lots 1 through 4 of Block 12 of "Subdivision of a portion of Hildamere" as recorded in Plat Book 40 at Page 51; and Lots 1 through 5 in Block 1 of "Drillon Subdivision" as recorded in Plat Book 18 at Page 42; all being in the Public Records of Dade County, Florida 97- 179 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: The Honorable Mayor and Members of the City Commission ti FROM: Edward Marquez City Manager .p RECOMMENDATION: DATE : MAR 1 1 1997 FILE : SUBJECT: Revocable License with Belafonte Tacolcy Center REFERENCES: ENCLOSURES: It is respectfully requested that the City Commission adopt the attached Resolution authorizing the City Manager to issue a Revocable License, in substantially the attached form, to Belafonte Tacolcy Center, Inc., a non-profit corporation ("Licensee"), for use of the real property and improvements thereon located at 6161 Northwest 9 Avenue, Miami, Florida (the"Property"), for the purpose of undertaking its operation of youth development programs; said Revocable License to be at an initial monthly fee of $5,374 which fee shall be retained by Licensee as the amount of the City's contribution to the programs provided by Licensee to the community, and with all terms and conditions as set forth in said Revocable License. BACKGROUND: The Office of Asset Management has prepared the attached Resolution for consideration by the Commission. Belafonte Tacolcy Center ("BTC") has been providing youth development programs at the site since 1971. The most recent lease agreement between the City of Miami and BTC has expired. It is in the best interest of the City to provide a new agreement between the parties. Of primary difference between the previous lease agreement and the proposed Revocable License, BTC shall be responsible for all repairs and maintenance to the facility and shall be responsible for maintaining property insurance on the property. This will result in a cost savings to the City while permitting the continued provision of public services to the community. It should be noted that the City of Miami will not be receiving any actual cash payments from BTC under the proposed agreement. Instead, the City has established a monthly value of $5,374 representing the City's contribution to the he development programs offered by BTC. This value is based upon a charge of $5.15 s.f. ($5.15 s.f. x 12,521 s.f. (adjusted s.f. per tax roll) = $64,483.15 = 12 mos. = $5,374/mo (rounded)). This is approximately the same amount that the previous lease agreement provided for. The purpose of establishing a value is to permit BTC to utilize said figure as a match for grant funds. Elimination of this contribution could affect BTC's ability to obtain federal and state grant funds in the future which it relies upon for its operations. 97- 179 L The Honorable Mayor and Members of the City Commission Page 2 Additionally, in accordance with the City Commission's directive, the Revocable License contains a provision whereby BTC shall be required to deposit with the City three months use fee ($16,122) as a guarantee of its faithful performance under the agreement. BTC has indicated they can not fulfill this requirement. Funding for their agency is based upon programs and does not provide them with unrestricted dollars. After considering same and the fact that no cash payments are made to the City, the Offrce of Asset Management hereby recommends that this provision be waived. Highlights of the Revocable License are as follows: Use Period: To commence upon execution of the agreement and continue until a) cancellation or termination by the express written agreement of the parties, or b) cancellation or termination by request of any of the parties subject to the notice provisions provided in the agreement. Use Fee: Initially $5,374 per month. Said fee shall be retained by Licensee as City's contribution to the programs provided by Licensee to the community. Fee Increases: On the first day of each agreement year, the Monthly Fee shall be increased by any increase during the prior year in the index known as "United States Bureau of Labor Statistics, Consumer Price Index".. Such Monthly Fee, as may be increased, shall continue to be retained . by Licensee as the amount of the City's contribution to the programs by Licensee to the community. 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 in any Agreement Year. 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 verify the reasonability of the proposed fees. 2 9'7- 179 The Honorable Mayor and Members of the City Commission Page 3 Maintenance of Property: Licensee accepts occupancy of the Property in "AS IS' condition and shall, at its sole cost, maintain the Property in good order and repair at all times. Licensee shall be responsible for all repairs to the Property required or caused by Licensee's use of part thereof, including, without limitation, air conditioning and heating systems, plumbing, mechanical, electrical, fixtures, floor coverings, structural, window and roof repairs and replacements. Utilities: Licensee shall pay for all utilities, including but not limited to, electricity, water, stormwater fees, gas, telephone, garbage and sewage disposal, as .well as all costs for installation of any lines and equipment necessary. 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 Property and improvements, personal property 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. Without Cause: Either party may cancel this agreement at any time with 30 days written notice to the non -canceling party Termination For Cause: If Licensee violates any of the restrictions and conditions of this agreement, then, after 30 days written notice to Licensee within which to cease such violation, and upon failure of Licensee to do so after such written notice, this agreement shall be automatically canceled. In an effort to continue providing youth development programs to the community, it is recommended that the City Commission adopt the attached Resolution authorizing the issuance of the Revocable License. 97-- 179 3 L aL°iy BOARD OF DIRECTORS: ZACHARY GRIFFIN Chairman SHEBA M. MARTIN ist Vice Chairman LYRALOGAN 2nd Vice Chairman CLYDEJUDSON Secretary CORNELIUS ALLEN Treasurer W ILLIE CALHOUN Parliamentarian TEDD GARNER SHARON HOLLAND STANLEY JOHNSON THEOPHILUS MARTIN LAWRENCE ADAMS EXECUTIVE DIRECTOR SABRINA BAKER-BOUIE HONARARY MEMBERS CARLTON BELLAMY DW IGHT GARMON HAROLD GINYARD LARRY GOULD RONALDJACKSON BERNARDJAMES FREDDIE JOHNSON JOE KERSHAW RUDY LAVERITY HARRY McCARTNEY JIM MULLINS HERBERT MURRAY * ANNABELLE WARD DR. HUGO WHITEHOUSE WILLIAM WYNN MIRIAM JOHNSON EMANUELSAPP ADIVSORY MEMBERS: GARTH REEVES. SR. OTIS PITTS, JR. FOUNDER FRANCES HENDERSON * CHARTER MEMBERS JOHN BENNETT PORTIA BANNISTER * SHEBA M. MARTIN DR. BEN ATKINSON * FT. TYRRELL DEAR *DECEASED 6161 N.W. 91h Avenue Miami, Florida 33127 Phone: (305) 751-1295 Fax: (305) 751 -0228 February 4, 1997 Eduardo Rodriguez, Director City of Miami Office of Asset Management 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130 Dear Mr. Rodriguez: We are in receipt of the proposed Revocable License for Belafonte Tacolcy Center. We agree with all terms of the agreement with "the exception of Section 6 (Security Deposit). As you are well aware, BTC is a non-profit Agency. Funding for our Agency is based on programs and does not provide us the luxury of unrestricted dollars to pay such a deposit. We, therefore, request that the City of Miami reconsider the section as a component for this Revocable License, and delete it from our Agreement unless the City can identify a funding source to cover the cost of the proposed deposit. I would hope that after thirty (30) years of providing service to Liberty City youth, we have demonstrated that we are responsible stewards of the property at 6161 N.W. 9th Avenue. Sincerely, Sabrina Baker-Bouie Executive Director (SBB2) REVOCABLE.LIC AFFILIATES '�- 1179 5