HomeMy WebLinkAboutRevocable License Agreement1p
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
ALLAPATTAH-WYNWOOD COMMUNITY AND DEVELOPMENT CENTER, INC.
FOR THE OCCUPANCY OF THE PROPERTY
LOCATED AT 1500 NORTHWWEST 16TH AVENUE
MIAMI, FLORIDA 33125
TABLE OF CONTENTS
I. Purpose................................................................................................................................2
2. Occupancy and Use Period................................................................................................. 2
3. Continuous Duty to Operate............................................................................................... 2
4. Interest Conferred By This Agreement............................................................................... 3
5. Use Fee................................................................................................................................ 3
6. Intentionally Left Blank...................................................................................................... 3
7. Returned Check Fee............................................................................................................ 3
8. Security Deposit.................................................................................................................. 4
9. Intentionally Left Blank........................................................................................................
10. Services and Utilities.......................................................................................................... 4
11. Condition of the Property.................................................................................................... 5
12, Alterations, Additions or Replacements............................................................................. 5
13, Mechanics' Liens................................................................................................................ 6
14. City Access to Property....................................................................................................... 6
15. Public Records.................................................................................................................... 7
16. Indemnification and Hold Harmless................................................................................... 7
17. Hazardous Materials........................................................................................................... 8
18. Radon Gas.......................................................................................... .. ..... 8
19. Insurance............................................................................................................ ............. 9
20. Safety........................................................................... ................. 11
....................................
21. American with Disabilities Act......................................................................................... 11
22. No Liability......................................................................................................
23. Taxes and Fees.................................................................................................................. 12
24. Cancellation by Licensee.................................................................................................. 12
25. Termination By City Manager For Cause......................................................................... 13
26, This Revocable License Agreement is Revocable At Will ............................................... 13
27. Notices.................................................................................................................... ......13
28. Advertising.......................................................................................................................14
29. Ownership of Improvements............................................................................................. 14
30. Surrender of Property ....................................................................................................... I4
31.
Severability and Savings Clause.......................................................................................
15
32.
No Assignment or Transfer...............................................................................................
16
33.
Nondiscrimination.............................................................................................................16
34.
No Discrimination in Hiring.............................................................................................
16
35.
Waiver of Jury Trial..........................................................................................................
16
36.
Non -waiver of Default......................................................................................................
17
37.
Amendments and Modifications.......................................................................................
17
38.
Compliance with All Applicable Laws.............................................................................
17
39.
Captions............................................................................:...............................................17
40.
Interpretation.....................................................................................................................
18
41.
Conflict of Interest............................................................................................................
18
42.
Entire Agreement..............................................................................................................
18
43.
Authority...........................................................................................................................19
Exhibit A - Diagram of the Property
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (the "Agreement") is made this 0 day of —3yV%e
2007, between the City of Miami (the "City") a municipal corporation of the State of Florida and
Allapattah-Wynwood Community and Development Center, Inc., a corporation organized under
the laws of the State of Florida (the "Licensee").
WHEREAS, the City is the owner of the property located at 1500 NW 16`h Avenue (the
"Property"), previously know as the Allapattah Mini Park; and
WHEREAS, pursuant to a Revocable Permit issued by the City on April 17, 1991, the
Licensee was authorized to use the Property to provide day care services to young children of the
Allapattah area; and
WHEREAS, pursuant to the terms of said Revocable Permit, the Licensee is presently
operating a day care center at the Property; and
WHEREAS, the Licensee is the owner of the land abutting the City Property and recently
completed construction on a second day care facility which will expand the Licensee's service;
and
WHEREAS, the City and Licensee desire and intend to enter into this Revocable License
Agreement renewing the Licensee's use of the Property; and
WHEREAS, this Revocable License Agreement is not assignable; and
WHEREAS, this Agreement is revocable -at -will by the City and without the consent of
the Licensee; and
WHEREAS, this Agreement does not transfer an interest in real property including any
leasehold interest in real property owned by the City; and
WHEREAS, this Agreement does not confer a right to use any real property for any
general purposes; and
WHEREAS, this Agreement does not convey or transfer any right to exclude the City
from any real property; and
WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted
uses, and does not permit anything further;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereby agree as follows:
1. Purpose.
The City is the owner of real property and improvements including the building located at
1500 NW 16`h Avenue (the "Property"). The City has determined that the property consisting of
approximately 14,580 square feet, depicted as 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 authorizes
the Licensee to occupy and use the Property under the conditions hereinafter set forth. The use of
the Property is limited to operate a day care center for the residents of the surrounding Allapatah
community and is not to be used for any other purpose whatsoever (the "Permitted Use"). Any
use of the Property not authorized under the Permitted Use must receive the prior 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 is a revocable agreement for a use period of ten (10) years and shall
commence as of the date upon which the City Manager executes this Agreement (the "Effective
Date") and shall continue unless otherwise revoked as provided below:
(a) cancellation by Licensee; or
(b) revocation by the City.
3. Continuous Duty to Operate.
Except where the Property is rendered unusable by reason of fire or other casualty,
Licensee shall at all times during this Agreement, occupy the Property upon the Effective Date
and shall thereafter continuously conduct operations in the Property in accordance with the terms
of this Agreement.
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4. 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 the Permitted Use and no other purpose.
The parties hereby agree that the provisions of this Agreement do not constitute a lease and the
rights of Licensee hereunder are not those of a tenant but are a mere personal privilege to do
certain acts of a temporary character and to otherwise use the Property subject to the terms of this
Agreement. 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 leasehold estate or
ownership interest 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 even if
such improvements, construction, repairs, partitions, or alterations are authorized by the City.
5. Use Fee.
In consideration of this Agreement, commencing on the Effective Date and throughout
the use period of this Agreement, Licensee agrees to pay to the City an annual Use Fee in the
amount of One Dollar ($1.00) per year, plus Florida State Use Tax, if applicable, for the use of
the Property. The Use Fee shall be paid in advance and in full on the first day of each year of this
Agreement, without notice or demand (the "Use Fee"). Payment shall be made payable to the
"City of Miami" and shall be mailed to the "City of Miami, Finance Department, 444 S.W. 2°d
Avenue, 6'h Floor, Miami, Florida 33130", or such other address as maybe designated from time
to time.
6. Intentionally Left Blank
7. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to
City a returned check fee (the "Returned Check Fee") in the amount of twenty dollars ($20).
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The Returned Check Fee shall constitute additional fees due and payable to the City by
Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of
Returned Check Fee by the City shall, in no event, constitute a waiver of Licensee's violations
with respect to such overdue amount nor prevent the City from the pursuit of any remedy to
which the City may otherwise be entitled.
S. Security Deposit.
Licensee shall not be required to deposit with the City any sum as guarantee for the full
and faithful performance by Licensee of all obligations of Licensee under this Agreement or in
connection with this Agreement.
9, Intentionally Left Blank
10. Services and Utilities.
Licensee shall pay for all utilities, including but not limited to, electricity, 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. 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.
The City reserves the right to interrupt, curtail or suspend the provision of any utility
service, including but not limited to, equipment serving the Property, to which Licensee may be
entitled hereunder when necessary by reason of accident or emergency, or for repairs, alterations
or improvements in the judgment of the City desirable or necessary to be made or due to
difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control of
the City. The work of such repairs, alterations or improvements shall be prosecuted with
reasonable diligence. The City shall in no respect be liable for any failure of the utility
companies or governmental authorities to supply utility service to Licensee or for any limitation
of supply resulting from governmental orders or directives. No diminution or abatement of fees
or other charges, nor damages, shall be claimed by Licensee by reason of the City's or other
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individuaI's interruption, curtailment or suspension of a utility service, nor shall this Agreement
or any of Licensee's obligations hereunder be affected or reduced thereby.
11. Condition of the Property.
Licensee accepts the Property "as is", in its present condition and state of repair and
without any representation by or on behalf of the City, and agrees that the City shall, under no
circumstances, be liable for any latent, patent or other defects 'in the Property. Licensee, at its
sole cost, shall maintain the Property in good order and repair at all times and in an attractive,
clean, safe and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be
responsible for all repairs to the Property required or caused by Licensee's use of any part thereof.
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, State and Federal code requirements for
Licensee's use or 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 unless and until Licensee shall have caused
plans and specifications therefore to be prepared, at Licensee's sole expense, by an architect or
other duly qualified person and shall have obtained City Manager's approval, which approval
may be conditioned or withheld for any or no reason whatsoever. The Licensee shall submit to
the City proof of funding and/or its financing plans along with the plans and specifications. The
Licensee shall be solely responsible for applying and acquiring all necessary permits, including
but not limited to, building permits. The Licensee shall be responsible for all costs associated
with any alterations including, but not limited to, design, construction, installation, and
permitting costs. All alterations to the Property, whether or not by or at the expense of the
Licensee, shall, unless otherwise provided by written agreement of the parties hereto,
immediately upon their completion become the property of the City and shall remain and be
surrendered with the Property. In the event of an emergency, Licensee may reasonably proceed
to perform such repair work and shall immediately notify the City of such work.
All alterations must comply with all statutes, laws, ordinances and regulations of the State
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of Florida, Miami -Dade County, the City of Miami and any other agency that may have
jurisdiction over the Property as they presently exist and as they may be amended hereafter.
13. Mechanics' Liens.
The Licensee shall not knowingly suffer or permit any mechanics' liens to be filed
against the title to the Property by reason of work, labor, services or materials supplied to the
Licensee or anyone having a right to possession of the Property as a result of an agreement with
or without the consent of the Licensee. Nothing in this Agreement shall be construed as
constituting the consent or request of the City, expressed or implied, by inference or otherwise, to
any contractor, subcontractor, laborer or materialman for the performance of any labor or the
furnishing of any materials, for any specific work on the Property nor as giving the Licensee the
right, power or the City to contract for or permit the rendering of any services or the famishing of
any materials that would give rise to the filing of any mechanics' liens against the City's interest
in the Property if any mechanics lien shall at any time be filed against the Property, the Licensee
shall cause it to be discharged of record within thirty (30) days after the date that it has notice of
its filing. Licensee shall not be required to pay or discharge any mechanics' lien within the thirty
(30) day period, so long as Licensee shall in good faith proceed to contest the lien by appropriate
proceedings. It shall furnish reasonably satisfactory evidence that funds are or will be available
to pay the amount of the contested lien claim with all interest on it and costs and expenses,
including reasonable attorneys' fees to be incurred in connection with it. If Licensee does not 1)
cause a mechanics' lien to be discharged of record within thirty (30) days after the date Licensee
has notice of the filing of a lien or 2) Licensee does not in good faith proceed to contest the lien
by appropriate proceedings within the thirty (30) day period, then Licensee shall be in violation
of the Agreement.
14. City Access to Property.
The City and its authorized representative(s) shall at all times have access to the Property.
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 after
written notice thereof to Licensee, Licensee not having cured such matter within ten (10)
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calendar days of such notice, (c) to assure Licensee's compliance with the terms and provisions of
this Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the
Property, to prospective purchasers or lessees or licensees, and (e) for other purposes as may be
deemed necessary by the City; provided, however, that the City shall make a diligent effort to
provide at least 24 -hours advance notice and Licensee shall have the right to have one or more of
its representatives or employees present during the time of any such entry. The City shall not be
liable for any loss, cost, or damage to the Licensee by reason of the exercise by the City of the
right of entry described herein for the purposes listed above. The making of periodic inspection
or the failure to do so shall not operate to impose upon the City any liability of any kind
whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under
this Agreement.
15. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to City
contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access
by the City and the public to all documents subject to disclosure under applicable law.
lb. 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 and common areas, by reason of or as a result of Licensee, its employees,
agents, contractors, subcontractors or officials 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, contractors, subcontractors or officials.
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17. Hazardous Materials
The Licensee shall, at its sole cost and expense, at all times and in all respects comply
with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies,
orders, administrative actions and administrative orders ("Hazardous Materials Laws"),
including, without limitation, any Hazardous Material Laws relating to industrial hygiene,
environmental protection or the use, storage, disposal or transportation of any flammable
explosives, toxic substances or other hazardous, contaminated or polluting materials, substances
or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes",
"Hazardous Materials" or "Toxic Substances, under any such laws, ordinances or regulations
(collectively "Hazardous Materials"). The Licensee shall, at its sole cost and expense, procure,
maintain in effect, and comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals relating to the presence of Hazardous Materials within,
on, under or about the Property required for the Licensee's use, or storage of, any Hazardous
Materials in or about the Property in conformity with all applicable Hazardous Materials Laws
and prudent industry practices regarding management of such Hazardous Materials. Upon
termination or expiration of this Agreement, the Licensee shall, at its sole cost and expense,
cause all Hazardous Materials, including their storage devices, placed in or about the Property by
the Licensee or at the Licensee's direction, to be removed from the Property and transported for
use, storage or disposal in accordance and compliance with all applicable Hazardous Materials
Laws. The City acknowledges that it is not the intent of this Section to prohibit the Licensee
from operating in the Property for the uses described in the Section of this Agreement entitled
"Purpose". The Licensee may operate according to the custom of the industry so long as the use
or presence of Hazardous Materials is strictly and properly monitored according to, and in
compliance with, all applicable governmental requirements. The requirements of this Section of
the Agreement shall survive the expiration or termination of this Agreement.
18. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed -federal and state guidelines have been found in buildings in Florida.
8
Additional information regarding radon and radon testing may be obtained from your county
public health unit.
19, Insurance
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times
throughout the period of this Agreerrient, 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 Property with such limits as may be reasonably requested by the
City from time to time but not less than $1,000,000 per occurrence
combined single limit for bodily injury and property damage. The City
shall be named as Additional Insured on the policy or policies of
insurance.
B. Automobile Liability insurance covering all owned, non -owned and hired
vehicles used in conjunction with operations covered by this Agreement.
The policy or policies of insurance shall contain such limits as may be
reasonably requested by the City from time to time but not less than One
Million Dollars ($500;.000.00) for bodily injury and property damage. The
City of Miami shall be named as additional insured on the policy or
policies of insurance.
C. Worker's Compensation in the form and amounts required by State law, if
applicable.
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
01
330) 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`s Floor, Miami, Florida 33130, with copy to the City of Miami,
Department of Public Facilities, 444 SW 2nd Avenue, Yd 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 Department of Public
Facilities 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 Iess coverage than required, does not
constitute a waiver of the Licensee's obligation to fulfill the insurance
requirements herein.
In the event Licensee shall fail to procure and place such insurance,
the City may, but shall not be obligated to, procure and place same, in
which event the amount of the premium paid shall be paid by Licensee to
the City as an additional fee upon demand and shall in each instance be
collectible on the first day of the month or any subsequent month
following the date of payment by the City. Licensee's failure to procure
insurance shall in no way release Licensee from its obligations and
responsibilities as provided herein.
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20. Safety
Licensee will allow City inspectors, agents or representatives the ability to monitor its
compliance with safety precautions as required by federal, state or local laws, rules, regulations
and ordinances. By performing these inspections the City, its agents, or representatives are not
assuming any liability by virtue of these laws, rules, regulations, and ordinances. Licensee shall
have no recourse against the City, its agents, or representatives from the occurrence, non-
occurrence, or result of such inspection(s). Upon occupancy of the Property, Licensee shall
contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s).
21. American with Disabilities Act
Licensee shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of utilizing the Property including Titles I and II of the
ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations,
guidelines and standards. Additionally, Licensee shall take affirmative steps to ensure
nondiscrimination in employment of disabled persons.
22. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, and/or equipment belonging to or rented by Licensee, its officers,
agents, employees, contractors, subcontractors, invitees or patrons occurring in or about the
Property 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 Property, or from the breakage, leakage, obstruction or other defects of
the pipes, 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 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 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
privilege to utilize and occupy the Property, Licensee, on behalf of himself, his agents, invitees
or patrons, employees, contractors, and subcontractors, 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. Licensee assumes all risk of
loss resulting from the use of the Property.
23. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or cost is added for nonpayment, any
and all charges, fees, taxes or assessments levied against the Property, 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, fire fees, and parking surcharges. In the
event Licensee appeals a tax or fee, Licensee shall immediately notify the City of its intention to
appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and
substantial surety company reasonably acceptable to the City or other security reasonably
satisfactory to the City in an amount sufficient to pay one hundred percent (100%) of the
contested tax together with all interest, costs and expenses, including reasonable attorneys' fees,
expected to be incurred. Licensee shall pay all of the said taxes, if any, lawfully assessed on such
dates before delinquency. In the event Licensee fails to pay the real property taxes by April I' of
each year, Licensee shall be responsible to pay any interest and/or penalties charged by the tax
assessor's office. Failure of Licensee to such charges, fees, taxes or assessments when due shall
constitute a violation of this Agreement.
24. Cancellation by Licensee.
Licensee may cancel this Agreement at any time by giving thirty (30) days written notice
to the City prior to the effective date of the cancellation.
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25. Termination By City Manager For Cause.
If, at the sole and complete discretion of the City Manager, 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.
26. This Revocable License Agreement is Revocable At Will.
This Agreement extended to the Licensee is revocable at will by the City Manager and
without the consent of the Licensee.
27. 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 faith 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
WITH A COPY TO
LICENSEE
President
Herbert S. Fonseca, Sr.
1500 Northwest 16`t' Avenue
Miami, FL 331125
City of Miami City of Miami
Director, Department of Public Facilities City Attorney
444 SW 2nd Avenue, Suite 325 444 S.W. 2nd Avenue, Suite 945
Miami, FL 33130 Miami, FL 33130
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28. Advertising.
Licensee shall not permit any signs, decoration, or advertising matter to be placed upon
the exterior of the Property without having first obtained the approval of the Director of the
Department of Public Facilities or his/her designee, which approval may be withheld for any or
no reason, 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. 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 Property. If any part of the 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 Property within ten (10) days after
receipt of written notice from the City directing the required repairs, the City shall cause the
Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay the 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 Property an appropriate sign indicating the City's has issued this Agreement.
29. Ownership of Improvements.
As of the Effective Date and throughout the use period, title to the Property and all
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.
30. Surrender of Property.
In either event of cancellation pursuant to "Cancellation By Licensee" or "This Revocable
License Agreement is Revocable at Will", Licensee shall peacefully surrender the Property
14
broom clean and in good condition and repair together with all alterations, installation, additions
and improvements which may have been made in or attached on or to the Property. Upon
surrender, Licensee shall promptly remove all of its personal property, all construction materials,
all 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 the City directing the required repairs, the City shall caust the Property to be
repaired at the sole cost and expense of Licensee. Licensee shall pay to the City the full cost of
such repairs within five (5) calendar days of receipt of an invoice indicating the cost of such
required repairs. At the City's option, the City may require Licensee, at Licensee's sole cost and
expense, to restore the Property to a condition acceptable to the City.
In the event Licensee fails to remove its personal property and equipment 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 as the City sees fit, ali at Licensee's sole
cost and expense.
31. Severability and Savings Clause.
It is the express intent of the parties that this Agreement constitutes a license and not a
lease. To further this intent, the parties agree as follows; (i) if any provision of this Agreement,
or the application thereof to any circumstance, suggest that a lease, rather than a license, has been
created, then such provision shall be interpreted in the light most favorable to the creation of a
license and (ii) if any provision of this Agreement, or the application thereof to any circumstance,
is determined by a court of competent jurisdiction to have created a lease rafher than a license,
then such provision shall be stricken and, to the fullest extent possible, the remaining provisions
of this Agreement shall not be affected thereby and shall continue to operate and remain in full
force and effect.
With regard to those provisions which do not affect the parties intent for this Agreement
constitute a license, should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
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paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
32. No Assignment or Transfer,
The Licensee may not assign or transfer this Agreement or any portion of any privilege of
occupancy and/or use granted by this Agreement.
33. Nondiscrimination.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability, or marital status in connection with its occupancy and/or use of the Property and
improvements thereon.
34. No Discrimination in Hiring.
In the performance of this Agreement or any extension thereof, Licensee and/or its
authorized .agents shall not discriminate against any employee or applicant for employment
because of sex, age, race, color, religion, ancestry or national origin. Licensee and/or its
authorized agents will take affirmative action to insure that minority applicants are employed and
that employees are fairly treated during employment without regard to their sex, age, race, color,
religion, ancestry, or national origin. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation.
35. Waiver of Jury Trial.
The parties hereby knowingly, irrevocably, 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
L
(whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a
material inducement for the City and Licensee entering into the subject transaction.
36. Non -waiver of Default.
Any failure by the City at any time or from time to time to enforce and require the strict
keeping and performance of any of the terms or conditions of this Agreement shall not constitute
a waiver of any such terms or conditions at any future time and shall not prevent the City from
insisting on the strict keeping and performance of such terms or conditions at any later time. No
waiver of any right hereunder shall be effective unless in writing and signed by the City.
37. Amendments and Modifications.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, approved as to form and correctness by the City Attorney, and signed by both
parties. The City Manager is authorized to amend or modify this Agreement as needed.
38. Compliance with All Applicable Laws.
The 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 the Licensee shall comply therewith as the same presently exist
and as they may be amended hereafter. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida regardless of any conflict of law or other rules,
which would require the application of the laws of another jurisdiction. Venue for any legal
proceeding shall be in Miami -Dade County.
39. Captions.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
lb
40. interpretation.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties. Should the provisions of this
Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body
interpreting or construing the same shall not apply the assumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction that an instrument
is to be construed more strictly against the party which itself or through its agents prepared same,
it being agreed that the agents of both parties have equally participated in the preparation of this
Agreement.
41. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code
Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. sea.) and of
the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all
respects with the terms of said laws and any future amendments thereto. Licensee covenants that
no person or entity under its employ, presently exercising any functions or responsibilities in
connection with this Agreement, has any personal financial interests, direct or indirect, with the
City.
Licensee further covenants that, in the performance of this Agreement, no person or entity
having such conflicting interest shall be utilized in respect to services provided hereunder. Any
such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities
must be disclosed in writing to the City,
42. 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 is of no force or effect.
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43. Authority.
Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement
and that the signatories below are duly authorized to execute this Agreement in their respective
behalf.
P
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day
and year first above written.
ATTEST:
CITY OF MIAMI, ^municipal corporation
of the State of
G
By: � By.
Priscilla A. Thompson Pedro G. He
City Clerk City Manager
APPROVED AS TO INSUI7
REQUIREMENTS:
By:
LeeAnn Breh , Administrator
Department of Risk Management
APPROVED AS TO FORM AND
I"
LICENSEE:
WITNESSES (2): Allapattah-Wynwood Development
Corporation, Inc., a nonprofit corporation
der the laws of the State of Florida
By: By:
SignatureSr;tName
re - Offi e
Z10c
�... S.�
e P '
Signature
Print Name
19
�,vcrri IvN blCC ! LH
ALIN, AM
z,
VkO
W.,
C,lClh
LECAL DESCR.1FTIO:ti-; Lot 43. BLANTON PARK. according to the. Plat
thereof as recorded in Plat Rook 9, at Page 58 of the Public
Records of Dade County, Florida.
TOGETHER WITH:
Lot 1, Block 2, SOUTH ALLAPATTAH MANOR, according to the Plat
thereof, as recorded in Plat Book 16, at Page 6• of the Public
Records of Dade County, Florida.
SURVEY FOR: F0NSE'CA
1500 N.W. 16TH AVENUE
MIAMI, FLORIDA
I HEREBY CERTIFY. That the SKETCH OF SURVEY of the above
captioned property was completed under my
supervision and/or direction, to the best of
my knowledge and belief. This survey meets
or exceeds the Jldinim.um Technical ,Standards
set forth by the Florida Board of Land
Surveyors in Chapter, 61617-6 Florida
Administrative Code. Pursuant to Section
47.2.07.7, Florida Statutes.
.A '6L'RVEYORS1 I
Ir
DELTA SURVEYORS, l NC. ( Waldo F. Paez
12888 S.W.•. 53RD STREET 1 Registered landSu eyor,
IV