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HomeMy WebLinkAboutexhibit1REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO TRANSIT HOME FOR THE CUBAN REFUGEES, INC. FOR THE USE OF CITY OWNED PROPERTY LOCATED AT 151 NW 27TH AVENUE, MIAMI, FLORIDA S IL A" ,14 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. RETURNED CHECK FEE 4 7. TICKET SURCHARGE 4 8. CONDITION OF THE PROPERTY AND MAINTENANCE 4 9. SERVICES AND UTILITIES 5 10. RESTORATION WORK AND ALTERATIONS 6 11. VIOLATIONS, LIENS AND SECURITY INTERESTS 6 12. CITY ACCESS TO FACILITY 7 13. MECHANIC'S LIENS 8 14. INDEMNIFICATION AND HOLD HARMLESS 9 15. INSURANCE 9 16. SAFETY 11 17. AMERICAN WITH DISABILITIES ACT 11 18. NO LIABILITY 11 19. TAXES AND FEES 12 20. AUTOMATIC CANCELLATION 12 21. CANCELLATION BY REQUEST OF LICENSEE WITHOUT CAUSE 12 22. REVOCATION AT WILL 12 23. NOTICES 12 24. ADVERTISING 13 25. OWNERSHIP OF RESTORATION WORK 14 26. SURRENDER OF PROPERTY 14 27. SEVERABILITY 15 28. NO ASSIGNMENT OR TRANSFER 15 29. PUBLIC RECORDS 15 30. NONDISCRIMINATION 15 31. CONFLICT OF INTEREST 15 32. MINORITY/WOMEN BUSINESS UTILIZATION 15 33. WAIVER OF JURY TRIAL 17 34. WAIVER 17 35. AMENDMENTS AND MODIFICATIONS 18 36. COURT COSTS AND ATTORNEY (S)' FEES 18 37. COMPLIANCE WITH ALL LAWS APPLICABLE 18 38. HAZARDOUS MATERIALS 18 39. RADON GAS 19 40. ENTIRE AGREEMENT 19 Exhibit A The Property Exhibit S General Contractor Insurance Requirements 0 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made this day of , 2005, between the City of Miami (the "City") a municipal corporation of the State of Florida and Transit Home for the Cuban Refugees, Inc. a not -for -profit corporation organized under the laws of the State of Florida (the "Licensee"). WHEREAS, the City and Licensee desire and intend to enter into a revocable license agreement; and WHEREAS, Licensee has expressed its interest in utilizing the Property for a museum; 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; 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: 1. PURPOSE. The City of Miami is the owner of the real property and improvements thereon of approximately 17,700 square feet lot size located at 151 NW 27th Avenue, Miami, Florida, more particularly described as Exhibit A (the "Property"). The City has determined that the Property 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 strictly limited to a museum to display various salvaged rafts used by Cuban refugees to travel from Cuba to the United States by sea seeking freedom and liberty, as well as pictures of rescues, documents and other evidence of the plight of the Cuban refugees, as a forum and venue for community events related to the plight of the rafters, including hosting symposiums, seminars, radio and television programs, showing of rafter related documentaries, videos, movies and other events which are rafters oriented, and is not to be used for any other purpose whatsoever (the "Permitted Uses"). 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 or delayed for any or no reason, including, but not limited to, additional financial consideration. 2. OCCUPANCY AND USE PERIOD The commencement date of this Agreement is the date on which the City Manager receives and approves plans for the Restoration Work and evidence of funding as provided in Paragraph 10 herein. The Effective Date of the Agreement shall occur after the City Manager's written approval of the Restoration Work and evidence of funding. The Agreement shall continue until the first to occur of the following: a) Twenty (20) years from the Effective Date; or b) Cancellation or termination by the express written agreement of the parties hereto; c) Automatic Termination, subject to the notice provisions of Paragraph 20; d) Cancellation by the Request of Licensee Without Cause, pursuant to Paragraph 21 of this Agreement; or e) Revocation at Will, pursuant to Paragraph 22 of this Agreement. 3. DUTY TO OPERATE FOR PUBLIC PURPOSE Licensee, at all times during Licensee's use of the Property shall: (i) utilize the Property solely and in furtherance for the Permitted Uses; (ii) from time to time, furnish the City with 2 current disclosure information with respect to the identity of the officers and directors of Licensee's corporation; and (iii) maintain an active status as a Florida Non Profit Corporation. 4. INTEREST CONFERRED BY THIS AGREEMENT It is understood between the parties that, in order to utilize the Property for the Permitted Use, it will be necessary to perform certain Restoration Work to the Property (the "Restoration Work"). The Restoration Work is estimated to cost approximately $750,000.00. Licensee has agreed to perform the Restoration Work, at its sole cost and expense, as a voluntary donation to the City. Upon completion of the Restoration Work, the paid invoices, receipts, canceled checks and other such documents shall be submitted to the City and shall be deemed to be incorporated herein and attached hereto. 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 Uses 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 Restoration Work, construction, repairs, partitions or alterations to the Property which may be authorized by the City. Licensee voluntarily acknowledges its agreement with the provisions of this section. 5. USE FEE In consideration of this Agreement , Licensee agrees to pay to the City a use fee of One Dollar and 00/100 ($1.00) on the Effective Date of this Agreement, and every twelve months thereafter, plus State Florida Use Tax, if applicable, which shall be paid in advance and in full without notice or demand (the "Use Fee"). Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W. 2"d Avenue, 6th Floor, Finance Department, Miami, Florida 3 33130, Attention: Collections Finance, or such other address as may be designated from time to time. 6. 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. 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. 7. TICKET SURCHARGE Licensee is using a public facility and Licensee shall be required to pay all applicable ticket surcharges, as stated in section 53-1 of the Code of the City of Miami as amended, and Ordinance 10509 of the City of Miami, as amended, and as the same may be amended from time to time. As of the date of execution of this Agreement, the ticket surcharge is as follows: Ticket Price Amount of Surcharge $1.00 to $5.00 $0.50 $5.01 to $15.00 $0.75 $15.01 and over $1.00 4 8. CONDITION OF THE PROPERTY AND MAINTENANCE A. Licensee accepts the Property "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 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 an shall suffer no waste or injury thereto. The City makes no representation or warranty as to the conditions of suitability of the Property. B. Licensee shall be responsible for all repairs to the Property 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 Property; (b) to windows, plate glass, doors and any fixtures or appurtenances composed of glass; (c) to Licensee's sign, if applicable; (d) or to the Property when necessary as a result of any act or omission of Licensee or the failure of Licensee to perform its obligations under this Agreement. C. Licensee agrees to make all changes necessary to the Property with its own funds, and any other funds that maybe awarded or received from local, regional, state, and/or federal programs. The City is under no obligation to provide any funds in connection with this Agreement. If deemed necessary, any applications for building permits shall be made with the City as the named applicant or co -applicant, as required by law. D. If, in an emergency, it shall become necessary to make promptly any repairs or replacements required to be made by Licensee, the City may re-enter the Property 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. 9. SERVICES AND UTILITIES Licensee shall, at its sole cost and expense, furnish and maintain air conditioning, electric current, water and sewer, telecommunications, and waste disposal at the Property. 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 5 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 Property. 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, shall hire a pest control company, as needed, to insure that the Property will at all times be in a clean and sanitary condition and free from vermin. Licensee agrees to provide any security it deems necessary to protect its operations and equipment including installation and maintenance of a protection alarm system. Licensee shall insure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the Property each day. 10. RESTORATION WORK AND ALTERATIONS Licensee, at its sole cost and expense, shall perform the Restoration Work. The Restoration Work shall be designed and constructed in accordance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, 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 (the "Governmental Regulations"). Licensee hereby agrees to pay for and obtain all permits and licenses required by the Governmental Regulations. The City, as owner of the Property, shall assist Licensee in obtaining such permits and approvals, but shall not be required to expend funds to obtain any permits or approvals. Licensee shall submit to the City Manager, no later than October 31, 2005, design documents and evidence of funding for the Restoration Work, for his prior written approval, which approval may be conditioned or withheld in his sole discretion. The Restoration Work shall be completed within 180 days from the Effective Date. Issuance of a Temporary Certificate of Occupancy (TCO), or Certificate of Occupancy if no TCO is required, for the Property shall serve as evidence that the construction of the Restoration Work has been completed. Any repair, alteration, addition, deletion, partition or change to the Property after the Restoration Work have been constructed (hereinafter the "Alterations") shall be subject to the approval of the City Manager, which approval may be granted, withheld or conditioned, in the b Director's sole discretion. The Licensee shall be solely responsible for applying and acquiring all necessary building and zoning permits, The Licensee shall be responsible for all costs associated with the Restoration Work including but not limited to design, construction, installation and permitting costs. All the Restoration Work 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. Licensee shall provide, or cause to be provided, a payment and performance bond, irrevocable and unconditional letter of credit or other form of security reasonably acceptable to the City Manager in the amount of 100% of the cost of the Restoration Work for the respective phase of construction, naming the City as the owner/obligee. The security shall be in a form acceptable to the City Risk Manager. 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 the City Manager approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager. In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and shall immediately notify the City Manager of such work. The Licensee will be in default of this Agreement, and this Agreement can be terminated upon the City's election, if any Alteration is made without first receiving consent from the City. 11. 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 Restoration Work or operations in the Property 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. The bond will be issued by a reputable surety company authorized to do business in Florida and rated B:V or better per A.M. Best's Key Rating Guide latest edition. 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 Licensee has contracted or otherwise is found liable to, in respect to the Property. This section shall be interpreted to comply with Chapter 725, Florida Statutes, as amended. 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 Property or any of the Restoration Work thereon and each such contract shall provide that i 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. 12. CITY ACCESS TO THE PROPERTY City and its authorized representative(s) shall have at all times access to the Property. City will maintain a complete set of keys to the Property. 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 locks as approved by the Director, Licensee, at its sole cost and expense, must also provide a copy of said keys to the Director. The Director 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) 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 8 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. 13. MECHANICS' LIENS The Licensee shall not suffer or permit any statutory, laborers, material person, or mechanics' liens to be filed against the title to the Property, nor against any Alteration by reason of work, labor, services, or materials supplied to the Licensee or anyone having a right to possession of the Property. 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 material man for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Property nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics liens against 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 fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a mechanics' lien within that period, then in addition to any other right or remedy available to the City, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the City may compel the prosecution of an action for the foreclosure of the mechanics' lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances), with the understanding that all amounts paid by the City shall constitute additional payments due and payable under this Agreement and shall be repaid to the City by the Licensee immediately upon rendition of any invoice or bill by the City. 9 The Licensee shall not be required to pay or discharge any statutory, laborers, supplies, material persons or mechanics' lien so long as (i) the Licensee shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien, and (iii) the Licensee 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 ten percent of 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 therewith. 14. INDEMNIFICATION AND HOLD HARMLESS The Licensee shall indemnify, hold harmless and defend the City, its officers and employees, from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during Licensee's use and occupancy of the Property, for any personal injury, loss of life or damage to personal property and/or real property sustained in or on the Property, by reason of or as a result of Licensee's use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Property, 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 Property. The reduced use fee constitutes specific consideration for the grant of this Indemnification and Hold Harmless, which shall survive cancellation of this Agreement. 15. 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: 10 A. CGL Insurance- Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contractual liability, products and completed operations, personal injury, and premises coverage against sums adjudicated to be payable by the insured on account of bodily injury, death or property damage occurring in or about the property. The City shall be named as an additional insured on this coverage. (1) Amounts: The limits of such coverage shall not be less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate single limit for bodily injury and property damage. B. Automobile Liability- Automobile Liability insurance covering all owned, non - owned and hired vehicles used in connection with operations covered by this lease. The policy or policies of insurance shall contain limits not less than Five Hundred Thousand ($500,000) combined single limit for bodily injury and property damage. The City shall be named as an additional insured on this coverage. C. Property Insurance- "All Risk" Special Form Coverage including theft, windstorm and flood coverage, and insuring 100% of the replacement cost on the Building and Licensee's Restoration Work, including its equipment, fixtures, furniture and all other personal property in and about the property. D. Worker's Compensation- Worker's Compensation and occupational disease coverage in the amounts and types required by Chapter 440, of the Florida Statutes. Only Lessee shall be named as an insured. E. Builder's Risk. During periods of excavation and/or construction or during periods of alteration or during periods of restoration in the event of damage or destruction or condemnation or during periods of razing or demolition at, in or on the Property, the Restoration Work or any part of it, an all risk Builder's Risk policy (including extended coverage for fire, lightning, earth movement, flood, collapse, business interruption, hurricane, boiler and machinery). Such policy shall insure that portion of the Restoration Work which is affected by such excavation and/or construction for not less than 100% replacement cost on a completed value basis (including foundations and pilings), as well as the contingent liability from the operation of buildings, and coverage for the demolition cost of undamaged portions of buildings. F. Amendment to Coverage. The City's Director of Risk Management shall have right to reasonably amend the herein insurance requirements by the issuance of a notice in writing to Licensee. 11 G. Policies Obtained by Independent Contractors. Licensee may cause its independent contractors to provide some or all of the insurance coverage's required hereunder. To the extent that such independent contractors carry such coverage's, Licensee shall not be required to carry such coverage's, so long as the coverage's obtained by Licensee and such independent contractors together satisfy the requirements of this section on insurance. City and Licensee shall be named as additional insured as to any such coverage's obtained by Licensee's independent contractors. H. Required Policy Provisions- All policies of insurance required to be provided and obtained may not be amended, cancelled, or materially changed without Thirty (30) days advance written notice to the City of Miami. Said notice should be delivered to the City of Miami, Division of Risk Management, 444 S.W. 2" Avenue, 9th Floor, Miami, Florida 33130, with a copy to City of Miami„ Department of Economic Development, 444 S.W. 2"d Avenue, Miami, Florida 33130, or such address that may be designated from time to time. I. Delivery- A current evidence and policy of insurance evidencing that the aforesaid required insurance coverage shall be supplied to the Department of Economic Development of the City of Miami at the commencement 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 its representatives, which indicates less coverage than required, does not constitute a waiver of the Licensee's obligation to fulfill the insurance requirements. ., Renovation Phase- During the renovation phase of the Agreement, Licensee shall procure from the General Contractor and deliver to City evidence of coverage as depicted in Exhibit B of this Agreement. Licensee's failure to procure insurance shall in no way release Licensee from its obligations and responsibilities as provided herein. 12 16. 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). 17. 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. 18. NO LIABILITY In no event shall the City be liable or responsible for damage to the personal property, Restoration Work, 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 Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, 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 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 Property or upon other portions of the Property or from other sources. 19. TAXES AND FEES Licensee shall pay before any fine, penalty, other similar levy or imposition, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the 13 Property and/or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Property by Licensee, including, but not limited to, ad valorem taxes. In the event Licensee appeals a tax 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. 20. AUTOMATIC TERMINATION Licensee agrees to abide by each and every term and condition of this Agreement. If Licensee violates the terms, restrictions or conditions of this Agreement, then the City Manager may give it ten (10) days written notice within which to cease such violation or correct such deficiencies. Upon Licensee's failure to do so, this Agreement shall be automatically canceled without the need for further action by the City. Notwithstanding this provision or any other provision in this Agreement, this Agreement is revocable -at -will by the City, through its City Manager, without the consent of the Licensee. In the event this Agreement is terminated as a result of a violation by Licensee, Licensee shall not be entitled to reimbursement of the unamortized cost of the Restoration Work as provided in paragraph 22. 21. CANCELLATION BY REQUEST OF LICENSEE WITHOUT CAUSE Licensee may cancel this Agreement at any time with thirty (30) days prior written notice to the City. In the event of cancellation by Licensee, Licensee shall not be entitled to reimbursement of the unamortized cost of the Restoration Work as provided in Paragraph 22 herein. 22. REVOCATION AT -WILL This Agreement is revocable at the will of the City acting by through its City Manager. The City Manager may revoke this Agreement at will and in writing without prior notice to Licensee. In the event the City Manager terminates this Agreement without cause, the City shall reimburse Licensee the unamortized cost of the eligible Restoration Work constructed by 14 Licensee at the Property which has been documented to the City as provided in Section 4. The unamortized cost shall be equal to the cost of the Restoration Work, with a cap of $750,000, amortized on a straight-line basis over a 20 year period from the Effective Date. 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 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 Property. Such notice shall be deemed given on the day it is posted at the Property; 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: CITY OF MIAMI City of Miami City Manager 3500 Pan American Drive Miami, Florida COPY TO City of Miami City Attorney 444 SW 2"d Avenue, 9`h Floor Miami, Florida 33130 City of Miami Department of Economic Development 444 SW 2"d Avenue, Suite 325 Miami, FL 33130 24. ADVERTISING LICENSEE Transit Home for the Cuban Refugees, Inc. 151 NW 27th Avenue Miami, Florida 33133 Attention: Arturo Cobo Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Property without having first obtained the approval of the Director, 15 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 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 City directing the required repairs, City shall cause the Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Property an appropriate sign indicating City's having issued this Agreement. 25. OWNERSHIP OF RESTORATION WORK As of the Effective Date and throughout the Use Period, title to all Property and Restoration Work 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 free of liens, encumbrances or other clouds. 26. SURRENDER OF PROPERTY In the event of cancellation, termination or expiration of this Agreement, Licensee shall peacefully surrender the Property by the time specified broom clean and in good condition and repair together with all alterations, fixtures, installation, additions and Restoration Work which may have been made in or attached on or to the Property. Upon surrender, Licensee shall promptly remove all its personal property, trade fixtures and 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 City directing the required 16 repairs, City shall cause the Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. City may require Licensee to restore the Property so that the Property shall be as it was on the Effective Date. In the event Licensee fails to remove its personal property, equipment and fixtures 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 City sees fit, all at Licensee's sole cost and expense. 27. SEVERABILITY Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful under the laws of the State of Florida or the City, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by the City, and in such event, the remaining terms and conditions of this Agreement shall remain unmodified and in full force and effect. 28. NO ASSIGNMENT OR TRANSFER This Agreement is unique and personal as to the Licensee. Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by this Agreement. Any assignment, sale or disposition of this Agreement or any interest therein by Licensee shall entitle to automatically terminate this Agreement in accordance to Section 20. 29. 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. 17 30. 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. 31. CONFLICT OF INTEREST Licensee is aware of the conflict of interest laws of the City (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 further 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. 32. MINORITYIWOMEN BUSINESS UTILIZATION Licensee shall make every good faith effort to reach a goal of the 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. 18 33. 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, or to institute permissive counterclaims, 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. 34. 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. 35. AMENDMENTS AND MODIFICATIONS No amendments or modifications to this Agreement shall be binding on either party unless in writing, approved as to legal form and correctness by the City Attorney, and signed by both parties. The City Manager is authorized by the City Commission to amend or modify this Agreement as needed without the necessity of further City Commission approval. 36. 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, each party shall bear their own 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 19 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 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. 37. 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. 38. 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 Property or required for the Licensee's use 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 cancellation or revocation 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 20 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 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 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 Property; (ii) To the best of its knowledge there are no Hazardous Materials presently existing on the Property. 39. RADON GAS Radon is a naturally occurring radioactive gas that, when it has accumulated in a Property 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 Properties s 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 Property 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. 40. ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly set 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. 21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year first above written. ATTEST: Priscilla A. Thompson City Clerk CITY OF MIAMI, a municipal corporation of the State of Florida By: Joe Arriola City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: Dania F. Carrillo, Director Jorge L. Fernandez Department of Risk Management City Attomey 22 LICENSEE: Transit Home for the Cuban Refugees, Inc., a Florida not -for -profit corporation WITNESS: Signature Signature Print Name Print Name WITNESS: Signature Print Name Attest: Corporate Secretary Affix Corporate Seal Authorized Corporate Officer 23