HomeMy WebLinkAboutexhibitREVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
FLORIDA POWER & LIGHT COMPANY
FOR THE USE OF A PORTION THE PROPERTY LOCATED AT
3501 RICKENBACKER CAUSEWAY
MIAMI, FLORIDA
(Roil 4-14y00 %ie_
1. 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. Late Fee and Interest. 3
7. Returned Check Fee. 4
8. Security Deposit 4
9. Utilities.
5
10. Condition of the Area. 5
11. Alterations, Additions or Replacements. 6
12. Violations, Liens And Security Interests. 7
13. City Access to Facility. 7
14. Indemnification and Hold Harmless. 8
15. Hazardous Materials. 8
16. Insurance.
9
17. Safety 11
18. American with Disabilities Act 11
19. No Liability. 12
20. Taxes and Fees. 13
21. Cancellation By Licensee 13
22. This Revocable License Agreement is Revocable At Will 13
23. Notices.
13
24. Advertising. 14
25. Ownership of Improvements. 14
26. Surrender of Area. 14
27. Severability and Savings Clause. 15
28. No Assignment or Transfer. 16
29. Nondiscrimination. 16
30. Affirmative Action. 16
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31. Minority/Women Business Utilization 16
32. Waiver of Jury Trial. 17
33. Non -waiver of Default. 17
34. Amendments and Modifications. 17
35. Compliance with all Applicable Laws. 17
36. Captions, 18
37. Interpretation. 18
38. Entire Agreement. 18
39. Conflict of Interest 18
Exhibit A - THE AREA
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (the "Agreement") is made this day of
2004, between the City of Miami (the "City") a municipal corporation of the State of Florida and
Florida Power & Light Company, a corporation organized under the laws of the State of Florida
(the "Licensee").
WHEREAS, the City is the owner of the property located at 3501 Rickenbacker
Causeway a/k/a Marina Stadium (the "Property"); and
WHEREAS, Licensee has expressed interest in using a portion of the parking lot at the
Property for a construction staging area for Licensee's contractor to assemble and store the pipes
for a job to be conducted at Fisherman Channel; and
WHEREAS, the City and Licensee desire and intend to enter into a Revocable License
Agreement; 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 thereon located at 3501
Rickenbacker Causeway, Miami -Dade County, Florida (the "Property"). The City has
determined that approximately 20,000 square feet of the parking lot at the Property (the "Area"),
which is depicted in Exhibit "A" attached hereto and made a part hereof, is not needed at this
time by any of the City's offices or departments. Licensee has awarded the job of relocating the
pipe type transmission Iines under Fisherman's Channel to UTEC Constructors Corporation and
is requesting to use the Area as a construction staging area for the contractor to store two (2)
trailers, a rough terrain crane, other ancillary equipment, and to assemble and store the pipes
needed for this project (the "Permitted Use"). Licensee is authorized to occupy and use the Area
for the Permitted Use, under the conditions hereinafter set forth. Any use of the Area not
authorized under the Permitted Use must receive the prior written consent of the City Manager,
which consent may be withheld or conditioned for any or no reason, including, but not limited to
additional financial consideration.
2. Occupancy and Use Period.
This Agreement shall continence as of the date upon which the City Manager executes
this Agreement (the "Effective Date"). It is a revocable Agreement. This Agreement may be
terminated in the following manner:
(a) cancellation by Licensee; or
(b) revocation by the City.
3. Continuous Duty to Operate
Except where the Area is rendered untenantable by reason of fire or other casualty,
Licensee shall at all times during this Agreement, occupy the Area upon the Effective Date and
shall thereafter continuously conduct operations in the Area in accordance with the terms of this
Agreement.
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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 Area 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 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 even if such improvements,
construction, repairs, partitions, or alterations are authorized by the City.
5. Use Fee.
In consideration of this Agreement, Licensee agrees to pay to the City a Monthly Use Fee
in the amount of Eight Thousand Three Hundred Thirty Four Dollars ($8,334.00), plus Florida
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"). Licensee's obligation to pay the monthly Use
Fee shall begin on the Effective Date and shall remain an obligation of Licensee until completely
satisfied. Payments shall be made payable to the "City of Miami" and shall be mailed to the
"City of Miami, Finance Department, 444 S.W. 2nd Avenue, 6th Floor, 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 Use Fee will
be prorated on a daily basis for that month.
6. Late Fee.
In the event the City does not receive any installment of the Use Fee within five days of
the date in which it was due, Licensee shall pay to City a late charge in an amount equal to ten
percent (10%) of the amount due. Such late fee shall constitute additional fees due and payable
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to the City by Licensee at the time of payment of the use fee. Acceptance of such late charge 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.
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 Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 $30.00
$300.01 - 800.00 $40.00
OVER $800 5% of the returned amount.
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.
8. Security Deposit
Simultaneously with the execution of this Agreement, the Licensee shall deposit with the
City the sum of Sixteen Thousand Six Hundred Sixty Eight and 00/100 Dollars ($16,668.00) (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. If Licensee is in violation
of the terms of this Agreement, 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 the City on Licensee's behalf in accordance with the provisions
of this Agreement, or (iii) any sum which the City may expend or be required to expend as a
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result of Licensee's violation. The use, application or retention of the Security or any portion
thereof by the City shall not prevent the City from exercising any other right or remedy provided
for under this Agreement or at law and shall not limit any recovery to which the City may be
entitled otherwise. At any time or times when the City has made any such application of all or
any part of the Security, the Licensee shall deposit the sum or sums equal to the amounts so
applied by City within ten (10) days of written notice by the City.
Provided Licensee is not in violation of this Agreement, the Security or balance thereof,
as the case may be, shall be returned to Licensee upon the termination of this Agreement or upon
any later date after which Licensee has vacated the Area in the same condition or better as existed
on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or
balance thereof) to the Licensee, the 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. Utilities
Licensee shall pay for all utilities and services, including but not limited to, electricity,
water, storm water fees, gas, telephone, garbage and sewage disposal used by Licensee during its
occupancy of the Area, as well as all costs for installation of any necessary lines and equipment.
Licensee, at its sole cost, shall install all utilities required for its use, install separate utility
meters, and shall be billed directly by the applicable utility company for such services. in the
event that the City is billed for any utility or service that is a result of Licensee's use of the Area,
the Licensee shall reimburse such amount to the City within five (5) calendar days of notification
of the City's receipt of said bill.
10. Condition of the Area.
Licensee accepts the Area "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 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 and shall suffer no waste or injury thereto. Licensee shall be responsible
for all repairs to the Area required or caused by Licensee's use of any part thereof.
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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, State and Federal code requirements for
Licensee's use or occupancy thereof.
11. Alterations, Additions or Replacements.
Licensee is authorized to install a temporary fence within the Area, at its sole cost and
expense. Licensee shall be solely responsible for applying and acquiring all necessary permits
for the installation of the fencing. Upon termination of this Agreement, Licensee at its sole cost
and expense is responsible for the removal of the temporary fence and for restoring the Area to
its original condition.
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 Area, 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
Area. 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
of Florida, Miami -Dade County, the City of Miami and any other agency that may have
jurisdiction over the Area as they presently exist and as they may be amended hereafter. By the
installation of a fence or any other alteration, addition or replacement the City shall not be
excluded from the Area.
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12. Violations, Liens and Security Interests.
Licensee, at its sole expense and with due diligence and dispatch, shall secure the
cancellation, discharge, or bond off in the manner permitted by law, all notices of violations
arising from, or otherwise connected with, Licensee's alterations or improvements, use,
occupancy, or operations in the Area which shall be issued by any public authority having or
asserting jurisdiction. Licensee shall promptly pay its contractors, subcontractors, and material
men for all work and labor done at Licensee's request. Should any lien, claim, or encumbrance
be asserted or filed, Licensee shall bond against or discharge the same regardless of validity,
within ten (10) calendar days of Licensee's receipt of notice of the filing of said lien, claim, or
encumbrance. In the event Licensee fails to remove or bond against said lien or claim in the full
amount stated, the City without obligation to do so, may bond, settle, or otherwise remove such
lien or claim and Licensee shall pay the City upon demand any amounts paid out by the City to
extinguish such claim or lien, including City's costs, expenses, and reasonable attorneys' fees.
Licensee further agrees to hold the City harmless from and to indemnify the City against any and
all claims, demands and expenses, including attorney's fees, of any contractor, subcontractor,
material man, laborer or any other third person with whom Licensee has contracted or otherwise
is found liable, 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 the 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 against any part of the Area or any of the
improvements thereon. All contracts, subcontracts, purchase orders, or other agreements
involving the Area shall provide for the waiver of any lien rights in the Area and provide that the
contracting party agrees to be bound by such provision and include the waiver provision in any
sub agreement.
13. City Access to Area
The City and its authorized representative(s) shall at all times have access to the Area.
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) 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 Area, 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.
14. Indemnification and Hold Harmless
The Licensee and its contractor shall indemnify, hold harmless and defend the City from
and against any and all claims, suits, actions, damages or causes of action of whatever nature
arising during the period of this Agreement, for any personal injury, loss of life or damage to
property sustained in or on the Area, by reason of or as a result of Licensee, 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.
15. Hazardous Materials
The Licensee and its contractor 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
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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 Area required for the Licensee's use, or storage 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
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 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 City acknowledges, that it is not the intent of this Article to prohibit the Licensee from
operating in the Area 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.
16. Insurance
The Licensee is self insured for its torts to cover bodily injury, death, and property
damage arising as a consequence of its acts and omissions to acts of its officers and employees.
The City hereby accepts Licensee's insurance program for purposes of this Agreement.
However, the parties agree that Licensee shall require UTEC Constructors Corporation, at its sole
cost and expense, the contractor hired by Licensee to use the Area as a construction staging area
for relocation of the pipe type transmission lines under Fisherman's Channel, 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
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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 such limits as may be reasonably requested by the City from time to
time but not less than One Million Dollars ($1,000,000.00) 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 require UTEC Constructors Corporation to provide any other insurance or security
reasonably required by the City.
E. The policy or policies of insurance required shall be so written that the policy or
policies may not be canceled or materially changed without thirty (30) days advance written
notice to the City. Said notice should be delivered to the City of Miami, Division of Risk
Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to the City of
Miami, Department of Economic Development, 444 SW 2nd Avenue, 3`1 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 Economic Development 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
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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 contractor, UTEC Constructors Corporation's obligation to fulfill the
insurance requirements herein.
In the event Licensee's contractor, UTEC Constructors Corporation 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 contractor,
UTEC Constructors Corporation's failure to procure insurance shall in no way release Licensee
from its obligations and responsibilities as provided herein.
17. 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).
18. 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.
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19. 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
Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire,
flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or
into any part of the Area, or from the breakage, leakage, obstruction or other defects of the
pipes, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from
hurricane or any act of God or any act of negligence of any user of the facilities or occupants of
the Area or any person whomsoever whether such damage or injury results from conditions
arising upon the Area 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 Area, 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 inju
ry, death or property
damage resulting from Licensee's use of the Area. Licensee assumes all risk of loss resulting
from the use of the Area.
20. 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 Area, 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, 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
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contested tax together with all interest, costs and expenses, including reasonable attorneys' fees,
expected to be incurred.
21. 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.
22. 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.
23. Notices.
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to City and Licensee at the address indicated herein or as the same may
be changed from time to time. 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
LICENSEE
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, FL 33408
WITH A COPY TO
City of Miami
Director, Department of Economic Development
444 SW 2nd Avenue, Suite 325
Miami, FL 33130
WITH A COPY TO
City of Miami
City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, FL 33130
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24. Advertising.
Licensee shall not permit any signs, decoration, or advertising matter to be placed upon
the exterior of the Area without having first obtained the approval of the Director of the
Department of Economic Development 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 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 the City directing the required repairs, the City shall cause the
Area 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 Area an appropriate sign indicating the City's has issued this Agreement.
25. Ownership of Improvements.
As of the Effective Date and throughout the use period, title to the Area and all
improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to
the Area, 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 Area.
26. Surrender of Area.
In either event of cancellation pursuant to "Cancellation By Licensee" or "This Revocable
License Agreement is Revocable at Will", Licensee shall peacefully surrender the Area 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 Area. Upon surrender,
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Licensee shall promptly remove all of its personal property, including temporary fencing, all
construction materials, all 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 the City directing the required repairs, the City shall cause the Area
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 Area to a condition acceptable to the City.
In the event Licensee fails to remove its personal property and equipment 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 the City sees fit, all at Licensee's sole cost and
expense.
27. 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 rather 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 Iaws of the State of Florida or the City of Miami, such provision,
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
15
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
28. 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.
29. 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 Area and
improvements thereon.
30. 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 complies with all relevant Civil Rights laws and regulations.
31. 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. The City will make such lists available to the Licensee at the time of the issuance of the
Agreement and the City's Office of Minority/Women Business Affairs will routinely provide
updates.
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32. 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.
33. 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.
34. 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.
35. 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.
17
36. Captions.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
37. 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.
38. 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.
39. 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. seq.) 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
18
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.
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
By: By:
Priscilla A. Thompson
City Clerk
Joe Arriola
City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By: By:
Dania Carrillo, Director Maria J. Chiaro
Risk Management Department Interim City Attorney
LICENSEE:
WITNESS: FLORIDA POWER & LIGHT COMPANY
By: By:
Signature Signature - Officer
Print Name Print Name
Signature
Print Name
19
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THE AREA
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