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HomeMy WebLinkAboutExhibitREVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO PARTNERSHIP FOR RECOVERY, INC. FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT 1490 NORTHWEST 3RD AVENUE, SPACE #110 MIAMI, FLORIDA TABLE OF CONTENTS 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. Intentionally Left Blank 3 7. Returned Check Fee. 3 8. Security Deposit. 4 9. Use of Common Area. 4 10. Services and Utilities. 4 11. Condition of the Area 5 12. Alterations, Additions or Replacements. 5 13. Mechanics' Liens. 6 14. City Access to Area 7 15. Public Records. 7 16. Indemnification and Hold Harmless 7 17. Hazardous Materials 8 18. Radon Gas. 9 19, Insurance 9 20. Safety 11 21. American with Disabilities Act 11 22. No Liability. 11 23. Taxes and Fees. 12 24. Cancellation by Licensee. 12 25. This Revocable License Agreement is Revocable At Will. 13 26. Notices. 13 27. Advertising 13 28. Ownership of Improvements 14 29. Surrender of Area. 14 30. Severability and Savings Clause. 15 31. No Assignment or Transfer 15 32. Nondiscrimination 16 33. No Discrimination in Hiring. 16 34. Waiver ofJury Trial, 16 35. Non -waiver of Default. 16 36. Amendments and Modifications. 17 37. Compliance with All Applicable Laws. 17 38. Captions. 17 39. Interpretation. 17 40. Conflict of Interest...., 18 41. Entire Agreement. -14 18 42. Authority. 18 Exhibit A - THE AREA REVOCABLE LICENSE AGREEMENT This Revocable License Agreement (the "Agreement") is made this day of 2006, between the City of Miami (the "City") a municipal corporation of the State of Florida and Partnership for Recovery, Inc., a nonprofit corporation under the laws of the State of Florida (the "Licensee"). RECITALS WHEREAS, the City is the owner of the property located at 1490 Northwest 3`d Avenue, Miami, Florida (the "Property"); and WHEREAS, Licensee has expressed interest in using space within the Property to assist eligible low income homeowners with roof damage from Hurricane Wilma with roof repairs or replacement; and WHEREAS, the City and Licenseedesire 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 including the building, located at 1490 Northwest 3`d Avenue, Miami, Florida, known as Overtown Shopping, Center (the "Property'). The City has determined that space 110, containing approximately 1,167 square feet of space within 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 shall use and occupy the Area to conduct its "No Blue Roofs" (NBR) program within the Area in order to assist eligible low income homeowners with roof damage from Hurricane Wilma, on a non-exclusive basis, for the limited purposes set forth herein and for no other purpose (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. .44 2. Occupancy and Use Period. This Agreement is a revocable agreement and shall commence as of the date upon which the City Manager executes this Agreement (the "Effective Date") and shall terminate at the earlier of: (a) nine (9) months after the Effective Date (a) cancellation by Licensee; or (b) revocation by the City. 3. Continuous Duty to Operate. Except where the Area is rendered unusable 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. 2 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. _ -41 In consideration of this Agreement, commencing on the Effective Date and throughout the use period of this Agreement, Licensee agrees to pay to the City a one-time Use Fee in the amount of One Dollar ($1.00), plus Florida State Use Tax, if applicable, for the use of the Area. The Use Fee shall be paid in advance and in full on the first day of this Agreement, without notice or demand (the "Use Fee"). Payment shall be made payable to the "City of Miami" and shall be mailed to the "City of Miami, Finance Department, 444 S.W. 2"d Avenue, 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 remain the same as previously stated. 6. Intentionally Left Blank 7. Returned Check Fee. In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a returned check fee (the "Returned Check Fee") based on the following schedule: 3 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. Licensee shall not be required to deposit with the City any sum as guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this Agreement, or in connection with this Agreement. 9. Use of Common Area. Licensee shall have the nonexclusive right (in common with other occupants of the Property) to use the Common Areas of the Property identified as "Common Area" in Exhibit "A", for the purposes intended, and shall comply with all federal, state, and City rules and regulations which may be established from time to time. 10. . Services and Utilities. Licensee shall pay for all utilities, including but not limited to, electricity, gas, telephone, garbage and sewage disposal used by Licensee during its occupancy of the Area, as well as all costs for installation of any lines and equipment necessary. •Licensee, at its sole cost, shall install all utilities required for its use and install separate utility meters required thereby and shall be billed directly by the applicable utility company for such services. 4 The City reserves the right to interrupt, curtail or suspend the provision of any utility service, including but not limited to, 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 the City desirable or necessary to be made or due to difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to Licensee or for any limitation of supply resulting from governmental orders or directives. No diminution or abatement of fees or other charges, nor damages, shall be claimed by Licensee by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall this Agreement or any of Licensee's obligations hereunder be affected or reduced thereby. 11. Condition of the 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. 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. 12. Alterations, Additions or Replacements. Except in the event of an emergency, Licensee shall not make any repair or alteration required or permitted to be performed by Licensee unless and until Licensee shall have caused plans and specifications therefore to be prepared, at Licensee's sole expense, by an architect or other duly qualified person and shall have obtained City Manager's approval, which approval may be conditioned or withheld for any or no reason whatsoever. The Licensee shall submit to 5 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. 13. Mechanics' Liens. The Licensee shall not knowingly suffer or permit any mechanics liens to obe filed against the title to the Property by reason of work, labor, services or materials supplied to the Licensee or anyone having a right to possession of the Property as a result of an agreement with or without the consent of the Licensee. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials, for any specific work on the Property nor as giving the Licensee the right, power or the City to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any mechanics' liens against the City 's interest in the Property if any mechanics lien shall at any time be filed against the Property, the Licensee shall cause it to be discharged of record within thirty (30) days after the date that it has notice of its filing. Licensee shall not be required to pay or discharge any mechanics' lien within the thirty (30) day period, so long as Licensee shall in good faith proceed to contest the lien by appropriate proceedings. It shall furnish reasonably satisfactory evidence that funds are or will be available to pay the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. If Licensee does not 1) cause a mechanics' lien to be discharged of record within thirty (30) days after the date Licensee 6 has notice of the filing of a lien or 2) Licensee does not in good faith proceed to contest the lien by appropriate proceedings within the thirty (30) day period, then Licensee shall be in violation of the Agreement. 14. City Access to 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 mce of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost, or damage to the Licensee by reason of the exercise by the. City of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon the City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this Agreement. 15. Public Records. Licensee understands that the public shall have access, at all reasonable times, to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. 16. Indemnification and Hold Harmless The Licensee shall indemnify, hold harmless and defend the City from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during the period of this Agreement, for any personal injury, loss of life or damage to property sustained in 7 or on the Area and common areas, by reason of or as a result of Licensee, its employees, agents, contractors, subcontractors or officials use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, contractors, subcontractors or officials. 17. Hazardous Materials The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders, administrative actions and administrative orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Material Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances, under any such laws, ordinances or regulations (collectively "Hazardous Materials"). The Licensee shall, at its sole cost and expense, procure, maintain in effect, and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the 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 Section 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 8 of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Section of the Agreement shall survive the expiration or termination of this Agreement. 18. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county pubic health unit. 19. Insurance Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this 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 al] 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, 9 D. The City of Miami, Division of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or security reasonably required by the City. E. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (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, 9`h Floor, Miami, Florida 33130, with copy to the City of Miami, Department of Public. Facilities, 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130, or such other address that may be designated from time to time. F. A current Evidence and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Department of Public Facilities at the commencement of the term of this Agreement and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management, and no less than class "X' as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its representatives, which indicates less coverage than required, does not constitute a waiver of the Licensee's obligation to fulfill the insurance requirements herein. In the event Licensee shall fail to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. 10 Licensee's failure to procure insurance shall in no way release Licensee from its obligations and responsibilities as provided herein. 20. Safety Licensee will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations, and ordinances. Licensee shall have no recourse against the City, its agents, or representatives from the occurrence, non- occurrence, or result of such inspection(s). Upon occupancy of the Area, Licensee shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s). 21. American with Disabilities Act Licensee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of utilizing the 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. 22. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, and/or equipment belonging to or rented by Licensee, its officers, agents, employees, contractors, subcontractors, invitees or patrons occurring in or about the 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 I 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 injury, 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. 23. Taxes and Fees. Licensee shall pay before any fine, penalty, interest or cost is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Area, or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area by 'ad Licensee, including, but not limited to, ad -valorem taxes, fire fees, and parking surcharges. In the event Licensee appeals a tax or fee, Licensee shall immediately notify the City of its intention to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount .sufficient to pay one hundred percent (100%) of the contested tax together with all interest, costs and expenses, including reasonable attorneys' fees, expected to be incurred. Licensee shall pay all of the said taxes, if any, lawfully assessed on such dates before delinquency. In the event Licensee fails to pay the real property taxes by April lst of each year, Licensee shall be responsible to pay any interest and/or penalties charged by the tax assessor's office. Failure of Licensee to such charges, fees, taxes or assessments when due shall constitute a violation of this Agreement. 24. Cancellation by Licensee. Licensee may cancel this Agreement at any time by giving thirty (30) days written notice to the City prior to the effective date of the cancellation. 12 25. 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. 26. 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 331-334 WITH A COPY TO City of Miami Director, Department of Public Facilities 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 LICENSEE Partnership for Recovery, Inc. Attention: Ronald L. Book, Director 2999 Northeast 19151 Street, Penthouse 6 Aventura, FL 33180 27. 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 Public Facilities or his/her designee, which approval may be withheld for any or no reason, at his sole discretion. Licensee must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the 13 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. 28. Ownership of Improvements. As of the Effective Die 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. 29. 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, Licensee shall promptly remove all of its personal property, 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. 14 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. 30. 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..greement, 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 laws 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 event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 31. 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. 15 32. 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. 33. 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. 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. 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 16 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. 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. 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 regariless 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. 38. Captions. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 39. 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. 17 40. 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. sect.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 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 is of no force or effect. 42. Authority. Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 18 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 Pedro G. Hernandez City Clerk City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS By: By: LeeAnn Brehm, Administrator Jorge L. Fernandez Department of Risk Management City Attorney 19 WITNESS: LICENSEE: Partnership for Recovery; Inc, nonprofit corporation under the laws of the State of Florida By: By: Signature Signature - Officer Print Name Print Name Signature Print Name 20