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HomeMy WebLinkAboutexhibit- RLAREVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO HISPANIC-AMERICAN DIABETES FOUNDATION CORPORATION FOR THE OCCTJPANCY OF ROOM 300 WITHIN THE PROPERTY LOCATED AT 900 SOUTHWEST 1st STREET, MIAMI, FLORIDA 4 a/-i(e Rod CONTENTS 1. PURPOSE 2 2. OCCUPANCY AND USE PERIOD 2 3. DUTY TO OPERATE FOR PUBLIC PURPOSE 2 4. INTEREST CONFERRED BY THIS AGREEMENT 3 5. USE FEE 3 6. LATE FEE 4 7. RETURNED CHECK FEE 4 8. SECURITY DEPOSIT 4 9. INCREASE IN SECURITY 5 10. ADJUSTMENT TO USE FEE AND SECURITY 5 11. CONDITION OF THE PROPERTY AND MAINTENANCE 6 12. SERVICES AND UTILITIES 7 13. ALTERATIONS, ADDITIONS OR REPLACEMENTS 8 14. VIOLATIONS, LIENS AND SECURITY INTERESTS 8 15. CITY ACCESS TO FACILITY 9 16. INDEMNIFICATION AND HOLD HARMLESS 10 17. INSURANCE 10 18. SAFETY 12 19. AMERICAN WITH DISABILITIES ACT 13 20. NO LIABILITY 13 21. TAXES AND FEES 13 22. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES3 WITHOUT CAUSE 13 23. TERMINATION BY CITY MANAGER FOR CAUSE 14 24. NOTICES 15 25. ADVERTISING 15 26. COMMON AREAS 15 27. OWNERSHIP OF IMPROVEMENTS 15 28. SURRENDER OF AREA 16 ii 29. SEVERABILITY 16 30. NO ASSIGNMENT OR TRANSFER 16 31. NONDISCRIMINATION 16 32. AFFIRMATIVE ACTION 17 33. MINORITY/WOMEN BUSINESS UTILIZATION 17 34. WAIVER OF JURY TRIAL 17 35. WAIVER 17 36. AMENDMENTS AND MODIFICATIONS i8 37. COURT COSTS AND ATTORNEY (SY FEES 18 38. COMPLIANCE WITH ALL LAWS APPLICABLE 18 39. HAZARDOUS MATERIALS 18 40. RADON GAS 19 41. ENTIRE AGREEMENT 19 Exhibit A The Area iii REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made this day of , 2004, between the City of Miami (the "City") a municipal corporation of the State of Florida and Hispanic -American Diabetes Foundation Corporation a not -for -profit corporation organized under the laws of the State of Florida (the "Licensee"). WHEREAS, the City of Miami owns and operates a public facility known as the Manuel Artime Community Center located at 900 Southwest 1st Street, Miami, Florida (the "Building"); and WHEREAS, Licensee has expressed its interest in utilizing office space at the Manuel Artime Community Center; and WHEREAS, this 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 and listed permitted uses and does not permit anything further; iv NOW, THEREFORE, in order to carry out the intent as expressed herein and in consideration of the mutual agreements subsequently contained, the City and Licensee agree as follows: I. PURPOSE. The City is the owner of real property and improvements thereon at 900 SW Pt Street, Miami, Florida (the "Property"). The City has determined that approximately 286.52 square feet, located within the Property (the "Area") depicted as Exhibit A attached hereto and made a part hereof as Room 300, 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 Area under the conditions hereinafter set forth. The use of the Area is strictly limited for its administrative offices and to provide art classes to the community free of charge and are not to be used for any other purpose whatsoever (the "Permitted Use"). Any use of the Area 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. The Effective Date of this agreement is the date on which Licensee has been notified that the agreement is fully executed ("Effective Date") and shall continue on a month -to - month basis until the first to occur of the following: a) cancellation or termination by the express written agreement of the parties hereto; or b) cancellation or termination by request of any of the parties hereto, subject to the notice provisions "Cancellation By Reauest Of Either Of The Parties Without Cause" and "Termination By City Manager For Cause." 3. DUTY TO OPERATE FOR PUBLIC PURPOSE. Licensee, at all times during Licensee's use of the Area shall: (i) utilize the area solely and in furtherance for administrative offices and for the provision of programs to enable risk reduction and prevention within the Hispanic diabetes population; and (ii) from 2 time to time. furnish the City with current disclosure information with respect to the identity of the officers and directors of Licensee's corporation. 4. INTEREST CONFERRED BY THIS AGREEMENT. Licensee agrees that this Agreement has been issued by the City to authorize Licensee to occupy the Area solely for the limited purpose of operating its office operations therein and no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights of Licensee hereunder are not those of a tenant but are a mere personal privilege to do certain acts of a temporary character and to otherwise use the Area subject to the terms of this Agreement, No leasehold interest in the Area is conferred upon Licensee under the provisions hereof and Licensee does not and shall not claim at any time any leasehold estate or ownership interest in the Area by virtue of this Agreement or its use of the Area hereunder. Additionally, Licensee does not and shall not claim at any. time any interest or estate of any kind or extent whatsoever in the Area by virtue of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions or alterations to the Area which may be authorized by the City. 5. USE FEE. In consideration for this Agreement, commencing three months from the Effective Date of the Agreement, Licensee agrees to pay to the City for the use of Room 300 with approximately 286.52 square feet the rate of $5.81 per square foot, for a monthly Use Fee in the amount of One Hundred Thirty Eight and 72/100 Dollars ($138.72), plus State Use Tax, if applicable, which shall be paid in advance and in full on the first day of each month, without notice or demand (the "Use Fee"). Nothing in this paragraph shall be construed to grant Licensee the right to use or occupy the Area for a term greater than on a month -to - month basis. Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.V. 2nd Avenue, 6th Floor, Finance Department, Miami, Florida 33130, or such other address as may be designated from time to time. In the event the Effective Date does not fall on the first day of the month, the monthly Use Fee for the first month will be prorated based on the days remaining in that month. 3 6. LATE FEE. In the event any installment of the Use Fee is not received by the City within five (5) days after it becomes due, Licensee shall pay to City a late charge of ten percent (10%) of the amount due. Such late fee shall constitute additional fees due and payable to City by Licensee upon the date of payment of the delinquent payment referenced above. Acceptance of such late charge by City shall not constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 7. 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") based on the following schedule: Returned Amount $00.01 - 50.00 $50.01 •• 300.00 $3.00.01 • 800.00 OVER $800 Returned Check Fee $20.00 $30.00 $40.00 5% of the returned amount. Such returned check fee shall constitute additional fees due and payable, to City by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of such returned check fee by City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 8. SECURITY DEPOSIT. Licensee shall deposit with City the amount of Two Hundred Seventy Seven and 44/100 dollars ($277.44) (the "Security"), as guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this Agreement or in connection with this Agreement. Licensee shall pay the Security Deposit upon execution of the Agreement. If Licensee is in violation (as provided in "Termination by Cits Manager For Cause") beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Security for the payment of (i) any fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on Licensee's behalf in accordance 4 with the provisions of this Agreement, or (iii) any sum which City may expend or be required to expend as a result of Licensee's violation. Should the City use, apply or retain all or any part of the Security, the Licensee shall reimburse the amounts used, applied or retained within thirty (30) days. The use, application or retention of the Security or any portion thereof by City shall not prevent City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which City may be entitled otherwise. Provided Licensee is not in violation of this Agreement, the Security or balance thereof, as the case may be, shall be returned to Licensee upon the termination of this Agreement or upon any later date after which Licensee has vacated the Area in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee, City shall be completely relieved of liability with respect to the Security. Licensee shall not be entitled to receive any interest on the Security. 9. • INCREASE OF SECURITY If Licensee is in default under this Agreement ,more than two (2) times within any twelve (12) month period, irrespective of whether or not such default is cured, then, without limiting City's other rights and remedies provided for in this Agreement or at law or equity, the Security shall automatically be increased by three (3) times the Security then in place. This increase shall be paid by Licensee to City forthwith on demand. 10. ADJUSTMENT TO USE FEE AND SECURITY The Use Fee and Security shall be increased every twelve months from the Effective Date, or on the first day of the following month if the Effective Date is not on the first of the month, and every twelve (12) months thereafter (the "Anniversary Date"), by any increase during the prior year in the index known as "United States Bureau of Labor Statistics, Consumer Price Index". The Monthly Use Fee shall utilize the "Consumer Price Index for All Items, 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 Use Fee shall be equal to the Monthly Use Fee in effect for the immediately preceding twelve months plus the product of that Monthly Use Fee multiplied by the "CPI Percentage" (as defined below). 5 The CPI Escalation of the Security Deposit shall be equal to the Security Deposit in effect for the immediately preceding twelve months plus the product of that Security Deposit multiplied by the "CPI Percentage" (as defined below). The CPI Percentage shall equal the fraction (i) whose numerator equals (a) the monthly Index published two months prior to the Anniversary Date (or the nearest reported previous month), minus (b) the monthly Index published two months prior to the Anniversary Date of the preceding twelve months (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, the City shall select a comparable Index. The City shall compute the CPI Escalations and send a notice, with calculations, to Licensee setting forth the adjusted Monthly Use Fee and Security within sixty (60) days of Anniversary Date or as soon as such Index is available. Licensee shall pay to City within ten (10) days of receiving such notice, the additional Monthly Use Fee owed for the months which have elapsed in the current Agreement Year and the amount of increase due in Security. 11. CONDITION OF THE PROPERTY AND MAINTENANCE. A. Licensee accepts the Area in "As Is", in its present condition and state of repair condition and without any representation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Area. Licensee, at its sole cost, shall maintain the Area in good order and repair at all times and in an attractive, clean, safe and sanitary condition an shall suffer no waste or injury thereto. B. Licensee shall be responsible for all repairs to the Area required or caused by Licensee's use of part thereof without limiting the generality of the foregoing, Licensee is specifically required to replace all light bulbs and ballasts as needed, and make repairs (a) to the portion of any pipes, lines, ducts, wires or conduits contained within or serving the Area; (b) to windows, plate glass, doors and any fixtures or appurtenances composed of glass; (c) to Licensee's sign, if applicable; (d) to the Area or the Property when repairs to same are necessitated by any act or omission of Licensee or the failure of Licensee to perform its obligations under this Agreement. 6 C. Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and expense in order to comply with all City, County and State building code requirements for Licensee's occupancy thereof. D. If Licensee installs any electrical equipment that overloads the lines in the Area or the Property, City may require Licensee to make whatever changes to the lines as may be necessary to render same in good order and repair, and in compliance with all applicable legal requirements. E. If, in an emergency, it shall become necessary to make promptly any repairs or replacements required to be made by Licensee, City may reenter the Area and proceed forthwith to have the repairs or replacements made and pay the cost thereof. Within thirty (30) days after City renders a bill, therefore, Licensee shall reimburse the City for the cost of making the repairs. 12. SERVICES AND UTILITIES. City shall, at its sole cost and expense, furnish and maintain air conditioning, electric current and dumpster, for regular office debris. Licensee must abide by the rules, , regulations, schedules and practices of the City in the administration of these services. The City reserves the right to interrupt, curtail or suspend the provision of any utility service, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the Area, to which Licensee may be entitled hereunder, when necessary by reason of accident or emergency, or for repairs, alterations or improvements in the judgment of City desirable or necessary to be made or due to difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to Licensee or for any limitation of supply resulting from governmental orders or directives. Licensee shall not claim any damages by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall the Revocable License or any of Licensee's obligations hereunder be affected or reduced thereby. Licensee, at its sole cost, shall provide cleaning services for the Area. Licensee shall pay for all telephone services or other utility service Licensee may require including the installation of any necessary lines and equipment. Licensee, at its sole cost and expense, 7 shall hire a pest control company, as needed, to insure that the Area will at all times be in a clean and sanitary condition and free from vermin. Licensee agrees to provide any and all security it deems necessary to protect its operations and equipment. Licensee shall insure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the Area each day. 13. ALTERATIONS, ADDITIONS OR REPLACEMENTS. Except in the event of an emergency, Licensee shall not make any repair or alteration required or permitted to be performed by Licensee without first receiving the written approval of the City Manager, which approval may be conditioned or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided by the City. If City approves such request, no repair or alteration shall be commenced until plans and specifications therefor shall ,have been submitted to and approved by the City Manager. In the event of an emergency, Licensee shall reasonably proceed to perform .such repair work and shall immediately notify the City.of such world. 14. VIOLATIONS, LIENS AND SECURITY INTERESTS. Licensee, at its expense and with due diligence and dispatch, shall secure the cancellation or discharge of or bond off same in the manner permitted by law, all notices of violations arising from or otherwise in connection with Licensee's improvements or operations in the Area which shall be issued by any public authority having or asserting jurisdiction. Licensee shall promptly pay its contractors and materials men for all work and labor done at Licensee's request. Should any such lien be asserted or filed, regardless of the validity of said liens or claims, Licensee shall bond against or discharge the same within fifteen (15) calendar days of Licensee's receipt of notice of the filing of said encumbrance. In the event Licensee fails to remove or bond against said lien by paying the full amount claimed, Licensee shall pay the City upon demand any amount paid out by City, including City's costs, expenses and reasonable attorneys' fees. Licensee further agrees to hold City harmless from and to indemnify the City against any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor, material man, laborer or any other third person with whom 8 Licensee has contracted or otherwise is found liable to, in respect to the Area. Nothing contained in this Agreement shall be deemed, construed or interpreted to imply any consent or agreement on the part of City to subject the City's interest or estate to any liability under any mechanic's or other lien asserted by any contractor, subcontractor, material man or supplier thereof against any part of the Area or any of the improvements thereon and each such contract shall provide that the contractor must insert a statement in any subcontract or purchase order that the contractor's contract so provides for waiver of lien and that the subcontractor, material man and supplier agree to be bound by such provision. 15. CITY ACCESS TO FACILITY. City and its authorized representative(s) shall have at all times access to the Area. City will maintain a complete set of keys to the Area. Licensee, at its sole cost and expense, may duplicate or change key locks but not until first receiving written approval from the Director of Economic Development (hereinafter referred to as "Director") for such work. In the event Licensee changes key lacks as approved by the Director, Licensee, at its sole cost and expense, must also provide a copy of said keys to the City. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations and (d) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate purpose; provided, however, that City shall make a diligent effort to provide at least 24-hours advance notice and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this Agreement. 16. 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 Licensees use and occupancy of the Area, for any personal injury, loss of life or damage to personal property and/or real property sustained in or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims and the investigation thereof even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Area. 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 and contractual coverage's against all claims, demands or actions for bodily injury, personal injury, death or property damage occurring in or about the Area with such limits as may be reasonably requested by the City from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and property damage. The City shall be named as Additional Insured on the policy or policies of insurance. B. Automobile liability insurance covering all owned, non -owned and hired vehicles used in conjunction with operations covered by this agreement. The policy or policies of insurance shall contain a combined single limit of at least $500,000 for bodily injury and property damage. The requirements of this provision will be waived upon submission of a written statement from Licensee that no automobiles are used to conduct business. 10 C. "A11 Risk" property insurance against loss or damage by fire, windstorm, with such endorsements for extended coverage, vandalism, malicious mischief, flood and special coverage, insuring 100% of the replacement cost of Licensee's improvements, fixtures, equipment, furniture and all other personal property in and about the Area. This requirement may be waived provided that Licensee executes a full release holding the City harmless for any damages incurred by Licensee due to the above mentioned causes as defined in a standard All Risk policy. D. Worker's Compensation in the form and amounts required by State law. E. The City's Division of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or security reasonably required by the City. F. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the City. Said notice should be delivered, to the City of Miami, Division of Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to City of Miami, Department of Economic Development, 444 SW 2 Avenue, 3rd Floor, Miami, Florida 33130, or such other address that may be designated from time to time. G. A current Evidence and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Department of Economic Development 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 Kev 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 II 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. 18. 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 Area, Licensee shall contact the Risk Management Department at (305) 416-1800 to schedule the inspection(s). 19. 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 Area 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. 20. NO LIABILITY. In no event shall the City be liable or responsible for damage to the personal property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers, agents, employees, invitees or patrons, including without limitation, damages resulting from fire, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence of Licensee, its officers, employees, agents, invitees, or patrons or any person whomsoever whether such damage or injury results from conditions arising at or about the Area or upon other portions of the Property or from other sources. 12 21. TAXES AND FEES. Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Area and/or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area by Licensee, including, but not limited to, ad valorem taxes. In the event Licensee appeals a tax or fee, Licensee shall immediately notify 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 City or other security reasonably satisfactory to City in an amount sufficient to pay one hundred percent of the contested tax or fee with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 22. 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 prior to the effective date of the cancellation. 23. TERMINATION BY CITY MANAGER FOR CAUSE. If Licensee in any manner violates the restrictions and conditions of this Agreement, then, 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. 24. 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 addresses indicated herein or as the same may be changed from time to time, or for purposes of canceling this Agreement, the City may serve notice by posting it at the Area. Such notice shall be deemed given on the day it is posted at the Area; on which personally served; or if by certified mail, on the fifth day after being mailed or the date of actual receipt, whichever is earlier. The Notices addresses of the parties are: 13 CITY OF MIAMI City of Miami City Manager 3500 Pan American Drive Miami, FL 33133 COPY TO City of Miami Department of Economic Development 444 SW 2nd Avenue, Suite 325 Miami, FL 33130 LICENSEE Hispanic American Diabetes Foundation 900 SW 1 Street, Room 300 Miami, Florida 33130 25. ADVERTISING. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Area without having first obtained the approval of the Director, which approval may be withheld for any or no reason, at his/her sole discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Licensee must further obtain approval from all governmental authorities having jurisdiction, and, must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Area. If any part of the Area is in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Area an appropriate sign indicating City's having issued this Agreement, 14 26. COMMON AREAS. Licensee shall have the nonexclusive right (in common with other occupants of the Property) to use the Common Areas of the Property for the purposes intended, subject to such rules and regulations as City may establish from time to time. 27. OWNERSHIP OF IMPROVEMENTS. As of the Effective Date and throughout the Use Period, title to 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. 28. SURRENDER OF AREA. In the event of cancellation, termination or expiration of this Agreement, Licensee shall peacefully surrender the Area by the time specified broom clean and in good condition and repair together with .all'alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Area. Upon surrender, Licensee shall promptly remove all its personal property, trade fixtures and equipment and Licensee shall repair any damage to the Area caused thereby. Should Licensee fail to repair any damage caused to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. City may require Licensee to restore the Area so that the Area shall be as it was on the Effective Date. In the event Licensee fails to remove its personal property, equipment and fixtures from the Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost and expense. 29. 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 15 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. 30. NO ASSIGNMENT OR TRANSFER. Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by this Agreement. 31. NONDISCRIMINATION. Licensee shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its occupancy and use of the Area and improvements thereon. 32. AFFIRMATIVE ACTION. Licensee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 33. 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. 16 34. 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 (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. 35. WAIVER. No failure on the part of the City to enforce or insist upon performance of any of the terms of this Agreement, nor any waiver of any right hereunder by the City, unless in writing, shall be construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the performance of the same term. 36. 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. 37. COURT COSTS AND ATTORNEY (S)' FEES. In the event it becomes necessary for the City to institute legal proceedings to enforce or interpret the provisions of this Agreement, Licensee shall pay the City's court costs and attorney's fees through all trial and appellate levels. Licensee acknowledges that Florida law provides for mutuality of attorney's fees as a remedy in contract cases and specifically and irrevocable waives its right to collect attorney's fees from the City under applicable laws, including specifically, but not limited to Section 57.105, Florida Statutes. It is the express intent of the parties hereto that in no event will the City be required to pay Licensee's attorney's fees and court costs for any action arising out of this Agreement. In the event that Licensee's waiver under this section is found to be invalid then Licensee agrees that the City's liability for Licensee's attorney's fees and court costs shall not exceed 17 the sum of $100.00. In the event that the waiver and limitations contained herein are found to be invalid, or are otherwise not upheld, then the provisions of this Section shall become null and void and each party shall be responsible for its own attorney's fees and costs. 38. COMPLIANCE WITH ALL LAWS APPLICABLE. Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and Local laws, ordinances and regulations is a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. 39. 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 and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials 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" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. 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 Area or required for the Licensee's use of any Hazardous Materials in or about the Area in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon cancellation or revocation of this Permit, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Area by the Licensee or at the Licensee's direction, to be removed from the Area and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Licensee may operate according to the custom of the industry so long I8 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 Paragraph of the License shall survive the cancellation or revocation of this License. The City represents that: (i} To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Area; (ii) To the best of its knowledge there are no Hazardous Materials presently existing on the Area. 40. RADON GAB. 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. Additional information regarding radon and radon testing may be obtained from your county public health unit. Licensee may, have an appropriately licensed person test the Area for. radon. If the radon level exceeds acceptable EPA standards, the City may,choose to reduce the radon level to an acceptable EPA level, failing which either party may cancel this License. 41. 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. This Agreement is the result of negotiations between the parties and has been typed/printed by one party for the convenience of both parties, and the parties covenant that this Agreement shall not be construed in favor of or against either of the parties. 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Priscilla A. Thompson City Clerk By: Joe Arriola City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: Dania F. Carrillo Alejandro Vilarello Department of Risk Management City Attorney WITNESS: LICENSEE: Hispanic American Diabetes Foundation Corporation, a Florida not -for -profit corporation Signature Signature Print Name Print Name Corporate Secretary Print Title 20 C.) ..• • ammo ,• tam rim 11111111.11! • 40.1 . 11" "ergell .1 . msommmomm.,•.••• 1111 :0•4 f' •• *. $00, tetatierl "CW-:••4•1 •••0 •.• MUM' i,10•1 • Ot .• 1114-kaii &ig AA( ',it ' e ,. • t••44-, • • •••• .•- •, • • t so, rite; • • • • ;,.10 • .k? p• • 7.• EXHIBIT A • • •IP