HomeMy WebLinkAboutExhibit 2REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this day of
2007 between the City of Miami (the "City") a municipal corporation of the
State of Florida and Miami -Dade County Health Department, Florida Department of
Health, an executive agency of the State of Florida (the "Licensee").
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 Use, and does not permit anything further.
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereby agree as follows:
1. Recitals.
A. The foregoing recitals are hereby incorporated and made a part of this
Agreement.
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2. Definitions.
A. "Area" shall mean the Miami Orange Bowl Memorial Parking Lot E2,
located at 1380 NW 6th Street, Miami, Florida Street as depicted in
Exhibit "A" attached hereto and made a part hereof or such other parking
areas as may be designated by the Stadium Manager.
B. "City Manager" is the City Manager for the City of Miami.
C. "Effective Date" shall mean October 1, 2007.
D. "Hazardous Material Laws" means all applicable, requirements of federal,
state and local environmental, public health and safety laws, regulations,
orders, permits, licenses; approvals, ordinances and directives, including
but not limited to, all applicable requirements of: the Clean Air Act; the
Clean Water Act; the Resource Conservation and Recovery Act, as
amended by the Hazardous and Solid Waste Amendments of 1984; the
Safe Drinking Water Act; the Comprehensive Environmental Response,
Compensation and Liability Act, as amended by the Superfund
Amendments and Reauthorization Act of 1986; the Occupational Health
and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge
Prevention and Control Act; the Water Resources Restoration and
Preservation Act; the Florida Air and Water Pollution Control Act; the
Florida Safe Drinking Water Act; and the Florida Environmental
Reorganization Act of 1975.
E. "Permitted Use" shall mean the parking of up to One Hundred (100) for
non-commercial employee vehicles during the Use Period.
F. "Property" shall mean the City -owned real property and improvements
located approximately at 1501 NW 3`d Street, Miami, Florida, also known
as the Orange Bowl Stadium property.
G. "Stadium Manager" shall'mean the manager of the Orange Bowl Stadium.
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3. Purpose.
The City is the owner of the Property. The City has determined that the Area is
not needed during the Use Period by any of the City's offices or departments. The City
has expressed its desire to assist the, Licensee in accomplishing its purpose and in
furtherance thereof authorizes the Licensee to occupy and use the Area to park up to One
Hundred (100) non-commercial employee vehicles during the use period ("Permitted
Use"), under the conditions hereinafter set forth. The use of the Area is strictly limited to
the Permitted Use and is not to be used for any other purpose whatsoever. Any use of the
Area not authorized under Permitted If se must receive the prior written consent of the
City Manager or his designee, which ,consent may be 'withheld for any or no reason,
including, but not limited to additional financial consideration.
4. Community Service.
In accordance with this Agreyment, Licensee agrees to provide Community
Services benefiting City of Miami employees as a whole, namely, Licensee shall provide
at least four (4) Health Fairs annually, up to two (2) at the City of Miami Administrative
offices located at the Miami Riverside Center (MRC) at 444 SW 2nd Avenue, Miami,
Florida, during daytime business hours' from 8:00 a.m. to 5:00 p.m. The Licensee agrees
to provide quarterly notifications of iplanned Health Fair dates by September 30th,
December 31 s , March 31 and June 30t to the Director of the City of Miami Department
of Public Facilities. Licensee commits to coordinate such Health Fair events in tandem
with the respective Directors of the Employee Relations Department and Risk
Management Department.
5. Interest Conferred By This Agreement.
This Agreement confers no exclusive possession of the Area. The Licensee cannot
exclude the City from the, Property and Areas.
This Agreement solely authorizes Licensee to the temporary use of the Area for
the limited purposes set forth herein and for no other purpose. The parties hereby agree
that the provisions of this Agreement do not constitute a lease. The rights of Licensee
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hereunder are not those of a tenant, but;are a mere personal privilege to do certain acts of
a temporary character on the Area arri to use the Area, subject to the terms of this
Agreement. The City retains dominion, possession and control of the Area. Therefore,
no lease interest in the Area is conferred upon Licensee under the provisions hereof.
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 this Agreement or its use of the Area
hereunder. Additionally, Licensee does not and shall not claim at any time any interest or
estate of any kind or extent whatsoever:in the Area by virtue of any expenditure of funds
by the;. Licensee for improvements, construction, repairs, partitions, or alterations to the
Area which may be authorized by the City.
6. Occupancy and Use Period. }•1
This Agreement shall commence on the Effective Date and shall continue on a
month to month basis, Monday through Friday, from 7:00 AM to 6:00 PM, until
terminated as provided herein.
Notwithstanding the above, Licensee understands and agrees that the City has or
may have contractual obligations with the University of 'Miami and/or another primary
stadium user and therefore the Area will not be available on days when the University of
Miami and/or any other primary stadium user hosts events at the Orange Bowl Stadium.
The City will provide Licensee with a 'copy of the event schedule for the University of
Miami and/or any other stadium user as they become available. Additionally, from time
to time, the City may enter into Orange Bowl Stadium Use Agreements with other parties
wherein the Area may not be available for use by Licensee. In such event, the City shall
provide Licensee ten (10) days advance notice of such dates and times the Area may not
be available. Licensee agrees to remove all vehicles from the Area a day prior to each
scheduled University of Miami or other event which makes the Area unavailable for
Licensee's use. In the event Licensee fails to remove all vehicles, the City reserves the
right to have any remaining vehicles towed at Licensee's sole cost and expense. Licensee
shall not be entitled to any reduction in the Use Fee except if the Area is unavailable for
Licensee's use for more than four days in any calendar month. For each day Licensee
loses use of the Area in excess of four days, Licensee shall be entitled to a credit against
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the next accruing monthly Use Fee of Two Hundred Sixty Dollars and 00/100 ($260.00)
per day lost.
7. Use Fee.
Commencing on the Effective Date of this Agreement and on the 20th day of each
month thereafter throughout the term of this Agreement, Licensee shall pay to the City a + ` ""
Monthly Use Fee of Five Thousand Two Hundred Dollars and 00/100 ($5,200.00) ("Use
Fee") plus State of Florida Use Tax, if applicable ("Use Tax"). In the event the Effective
Date does not fall on the first day of the month, the Use Fee for the first month will be
prorated based on the days remaining in that month.
In the event the Stadium Manager finds that the Licensee is parking more vehicles
than that permitted under the Permitted Use, then, in addition to all other remedies of
City for breach of this Agreement, including the right to tow away the vehicle, Licensee
shall pay an additional Two Dollars and, 'Sixty Cents ($2.60) per car, per day ("Per Diem
Fee") for each additional vehicle, which additional fee shall be paid within ten (10) days
of receipt of an invoice for same.
Payments shall be made payable to "City of Miami" and shall be mailed or hand
delivered to 1501 NW 3 Street, Miami, Florida 33125, or such other address as may be
designated from time to time from the City Manager or his/her designee.
S. Late Fee.
In the event any installment of the Use Fee, or any other payment that may be due
to the City pursuant to the terms of this Agreement, is not received by the City within five
(5) days of its due date, Licensee shall pay to the City a late charge in an amount equal to
five percent (5% o) of the respective fee. Such late fee shall constitute additional fees due
and payable to City by Licensee upon the date of payment of the delinquent payment
referenced above. Acceptance of such late charge by the City shall not constitute a waiver
of Licensee's violations with respect to such overdue amount nor prevent City from the
pursuit of any remedy to which City may otherwise be entitled.
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9. 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 City
by Licensee, upon the date of payment of the delinquent payment referenced above.
Acceptance of Returned Check Fee IV 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.
10. Adjustment to Use Fee and Per Diem Fee.
Commencing October 20, 2008 and each subsequent year (the "Anniversary
Date(s)")this Agreement remains in force, Licensee agrees that the monthly Use Fee and
"Per Diem Fee shall each be increased b1 three (3%) percent of the monthly Use Fee and
Per Diem Fee respectively in effect for the immediately preceding Agreement Year.
Nothing in this paragraph shall be construed to grant Licensee the right to use the Area
for a term greater than on a month to month basis.
11. Services and Utilities.
A. Licensee's responsibilities.
Except as otherwise specifically,provided, Licensee, at its sole cost and expense,
shall pay for all utilities; except those specifically set forth in paragraph B below to be
provided by City, which may include, but is not limited to, electricity, water, stormwater
fees, gas, telephone, garbage and sewage disposal used by Licensee during its occupancy
of the Area.
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Licensee, at its sole cost, shall' provide general grounds clean-up of the Area.
_ricensee agrees to provide any and all% security it deems necessary to protect its users,
employees, operations and equipment.
B. City's responsibilities.
City, at its sole cost, shall pay electric for the existing parking lot lights.
The City reserves the right to interrupt, curtail or suspend the provision of any
utility service provided by it, to which Licensee may be entitled hereunder, when
necessary by reason of accident or emergency, or for repairs, alterations or improvements
in the judgment of City desirable or necessary to be made or due to difficulty in obtaining
supplies or labor or for any other cause beyond the reasonable control of the City. The
work of such repairs, alterations or improvements shall be prosecuted with reasonable
diligence. The City shall in no respect be liable for any failure of the utility companies or
governmental authorities to supply utility service to Licensee or for any limitation of
supply resulting from governmental orders or directives. Licensee shall not claim any
damages by reason of the City's or other individual's interruption, curtailment or
suspension of a utility service, nor shall the Revocable License or any of Licensee's
obligations hereunder be affected or reduced thereby.
12. Condition of the Property.
Licensee accepts the Area "as is", in its present condition and state of repair and
without any representation by or on behalf of City, and agrees that City shall, under no
circumstances, be liable for any latent, patent or other defects in the Area. Licensee, at its
sole cost, shall maintain the Area in good order and repair at all times and in an attractive,
clean, safe and sanitary condition 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 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 Federal, City, County and State code
requirements for Licensee's occupancy thereof.
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13. Alterations, Additions or Replacements.
Except in the event of an emergency, Licensee shall not make any repairs without
first receiving the written approval of the City Manager or his/her designee, 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 or his/her designee approves such request, no
repairs or alterations shall be commenced until plans and specifications therefore shall
have been submitted to and approved by the City Manager or his/her designee.
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 any and 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 City of such work.
All alterations must be in compliance 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.
In the event of an emergency, Licensee shall reasonably proceed to perform such
repair work and shall immediately notify the City Manager or his/her designee of such
work.
14. Violations, Liens and Security Interests.
The Licensee shall not suffer or permit any statutory, laborers, material person, or
mechanics' liens to be filed against the title to the Property or Area, 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 or Area. Nothing in this Agreement
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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 or
Area. If any mechanics' lien shall at any time be filed against the Property or Area, 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 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 pro5uring 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.
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. 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, materialman, laborer or any other third person with whom Licensee has
contracted or otherwise is found liable for, in respect to the Area.
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15. City Access to Facility.
City and its authorized representative(s) shall have at all times access to the Area
and the Property. City will maintain a complete set of keys to the Area and the Property.
Licensee, at its sole cost and expense, may duplicate or change key locks to the Area but
not until first receiving written approval, from the Stadium Manager for such work. In the
event Licensee changes key locks as approved by the Stadium Manager, Licensee, at its
sole cost and expense, must also provide to City a copy or copies of said keys, if more
than one copy is required.
The City shall have access to and entry into the Area and the Property at any time
to (a) inspect the Area and Property, (b)ito 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, (d) to show the Property, inclusive of the Area, to
prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary
by the City Manager in the furtherance of the City's corporate purpose; provided,
however, that City shall make.a .diligent -effort to provide at least 24-hours advance notice
and Licensee shall have the right to have one or more of its representatives or employees
present during the time of any such entry. The City shall not be liable for any loss, cost
or damage to the Licensee by reason of the exercise by the City of the right of entry
described herein for the purposes listed above. The making of periodic inspections or the
failure to do so shall not operate to impose upon City any liability of any kind whatsoever
nor relieve the Licensee of any responsibility, obligations or liability assumed under this
Agreement.
16. Indemnification and Hold Harmless.
Subject to the provisions of Section 768.28, Florida Statutes, the Licensee shall
indemnify, hold harmless and defend the City, its officials and employees from and
against any and all claims, suits, actions, damages or causes of action of whatever nature
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arising during the Licensee's use and occupancy of the Property and Area, for any
personal injury, loss of life or damage t1 personal property and/or real property sustained
in or on the Property and Area, by reason of or as a result of Licensee's use or operations
thereon, and from and against any orders, judgments or decrees which may be entered
thereon, and from and against all costs',' attorney's fees, expenses and liabilities incurred
in and about the defense of any such claims and the investigation thereof; other than for
claims, costs, liabilities, suits, actions, , damages or causes of action arising from the
negligence or alleged negligence of the:City, including any of its employees, agents, or
officials.
Subject to the provisions of Section 768.28, Florida Statutes, the City shall
indemnify, hold harmless and defend tl Licensee from and against any and all claims,
suits, actions, damages or causes of ac�ion of whatever nature arising during City's use
and occupancy of the Property and Area, for any personal injury, loss of life or damage to
personal property and/or real property sustained in or on the Property or Area, by reason
of or as a result of City'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 and about the defense of any such
claims and the investigation thereof; other than for claims, costs, liabilities, suits, actions,
damages -or -causes of action arising from the negligence or alleged negligence of the
Licensee, including any of its employees, agents, or officials.
17. Insurance.
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all
times throughout the period of this Agreement, a self-insurance program covering the
Licensee's Officers, members and employees at its sole cost and expense and providing
for Public Liability, Automobile Liability and Worker's Compensation Insurance, subject
to the limitations of Section 768.28, Florida Statutes.
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18. No Liability.
In no event shall the City be lialile or responsible for injury, loss or damage to the
vehicles, property, improvements, fixtures and/or equipment belonging to or rented by
Licensee, its officers, agents, employees, invitees or patrons occurring in or about the
Area that may be stolen, towed, 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, sprinklers; wires, appliances, plumbing, air conditioning or
lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence
of any user of the facilities or occupants of the Property or any person whomsoever
whether such damage or injury results; from conditions arising upon the Area or upon
other portions of the Property or from bther 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 they City, including any of its employees, agents, or
officials.
Licensee further acknowledges that as lawful congideration for being granted the
right to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees
and employees, does hereby release from any legal liability the City, its officers, agents
and employees, from any and all claims for injury, death or property damage resulting
from Licensee's use of the Area.
19. 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
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issuance of a notice to proceed, the ; Licensee shall contact the Risk Management
Department at (305) 416-1800 to schedule the inspection(s).
20. Taxes and Fees
Licensee shall pay before any fine, penalty, interest or costs is added for
nonpayment, any and all charges, fees, ,taxes or assessments levied against the Property
(collectively Assessments), its proportionate share of use of the Property and/or against
personal property of any kind, owned by or placed in, upon or about the Property or Area
by Licensee, including, but not limited to, ad valorem taxes, fire fees and parking
surcharges. In the event Licensee appeals an Assessment, Licensee shall immediately
notify the City of its, intention to appe41 said Assessment and shall furnish and keep in
effect a surety bond of a responsible and substantial surety company reasonably
acceptable to the City Manager, or his designee, or other security reasonably satisfactory
to the City Manager, or his designee, in ,an amount sufficient to pay one hundred percent
of the contested Assessment with all ihterest on it and costs and expenses, including
reasonable attorneys' fees, to be incurred in connection with it.
21. Cancellation by Request of Either of the Parties without Cause.
Either party may cancel this Agreement at any time by giving thirty (30) days
written notice to the non -canceling party, prior to the effective date of the cancellation.
22. Termination by City Manager for Cause.
If, at the sole and complete discretion of the City Manager, Licensee in any
manner violates the restrictions and conditions of this Agreement, then, and in the event,
after ten (10) days written notice given to Licensee by the City Manager within which to
cease such violation or correct such deficiencies, and upon failure of Licensee to do so
after such written notice within said ten (10) day period, this Agreement shall be
automatically canceled without the need for further action by the City.
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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 i LICENSEE
City of Miami
Office of the City Manager
444 SW 2nd Avenue, 10`h Floor
Miami, FL 33130
WITH A COPY TO
Director.
City of Miami
Department of Public Facilities -
444 SW 2nd Avenue, Suite 325
Miami, FL 33130
Stadium Manager
City of Miami
Orange Bowl
1501 NW 3 Street
Miami, FL 33125
City Attorney
City of Miami
444 SW 2"d Avenue, 9th Floor
Miami, FL 33130
24. Advertising.
Miami -Dade County Health Dept.
8823 NW 12th Street, Suite 214
Miami, FL. 33126
Licensee shall not permit any signs or advertising matter to be placed either in the
interior or upon the exterior of the Area or the Property without having first obtained the
approval of the Stadium Manager or his designee, which approval may be conditioned or
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withheld for any or no reason, at his sole discretion. Licensee hereby understands and
agrees that the City may, at its sole discretion, erect or place upon the Area or Property an
appropriate sign indicating City's having issued this Agreement.
25. 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 niaterials, substances or wastes, including, without
limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or
"Toxic Substances" (collectively "Hazardous Materials"), under any such laws,
ordinances or regulations. The Licensee shall, at its sole cost and expense, procure,
maintain in effect and comply with all conditions of any and all permits, licenses and
other governmental and regulatory approvals relating to the presence of Hazardous
Materials within, on, under or about the Area or required for the Licensee's use of any
Hazardous Materials in or about the Area in conformity with all applicable Hazardous
Materials Laws and prudent industry practices regarding management of such Hazardous
Materials. Upon cancellation or revocation of this Permit, the Licensee shall, at its sole
cost and expense, cause all Hazardous Materials, including their storage devices, placed
in or about the Area by the Licensee or at the Licensee's direction, to be removed from
the Area and transported for use, storage or disposal in accordance and compliance with
all applicable Hazardous Materials Laws. The Licensee may operate according to the
custom of the industry so long 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.
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The City represents that:To the best of its knowledge there are no environmental
violations, whether under federal, state, or local laws, existing on the Area;
To the best of its knowledge there are no Hazardous Materials presently existing
on the Area.
26. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and
effect throughout the term of this Agreement, at its sole expense, all licenses,
authorizations and permits that are necessary for Licensee to conduct its commercial
activities.
27. 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.
28. Ownership of Improvements.
As of the Effective Date and throughout the Use Period, all buildings and
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 or termination pursuant to Paragraph 21 or
Paragraph 22, or at the expiration of the time set forth in the notice, Licensee shall
peacefully surrender the Area, broom clean and maintain in good condition and repair,
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together with all alterations, fixtures, intallation, additions and improvements which may
have been made in or attached on or to tfbe Area.
Upon surrender, Licensee shall promptly remove all its personal property, trade
fixtures and equipment and Licensee shall repair any damage to the Area caused thereby.
Should Licensee fail to repair any damage caused to the Area within ten (10) days after
receipt of written notice from City directing the required repairs, City shall cause the
Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the
full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of
such required repairs. At City's option, City may require Licensee to restore the Area so
that the Area shall be as it was on the Effective Date.
In the event Licensee fails to ren love its personal property, equipment and fixtures
from the Area within the time limit sr 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.
30 Severability.
_ 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, should any provision, section, 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,
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such provision, section, paragraph, sentence, word or phrase shall be deemed modified to
tile 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. Invalidity.
In the event that any non -material provision of this Agreement shall be held to be
invalid for any reason, such invalidity shall not affect the remaining portions of this
Agreement and the same shall remain in full force and effect.
32. No Assignment or Transfer.
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 result' in the automatic termination of this Agreement
without notice by Manager.
33. 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.
34. 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
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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.
35. Americans with Disability A'ct.
Licensee shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or
services funded by the City including Titles I and II of the ADA (regarding
nondiscrimination on the basis of disabi[ity) and all applicable regulations, guidelines and
standards. Additionally, Licensee shall flake affirmative steps to ensure nondiscrimination
in employment of disabled persons. 1
36. Nondiscrimination.
In the performance of this Agreement or any extension thereof, Licensee and/or
its authorized agents shall not discriminate iri connection with its occupancy and use of
the Area and improvements thereon, or against any employee or applicant for
employment because of sex, age, race, color, religion, marital status, 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.
37. Amendments and Modifications.
No amendments or modifications to this Agreement shall be binding on either
party unless in writing, approved as to form and correctness by the City Attorney, and
signed by both parties. The City Manager is authorized to amend or modify this
Agreement as needed.
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38. Attorney(s)' Fees.
In the event it becomes necessary for either party to institute legal proceedings to
enforce the provisions of this Agreement, each party shall bear its own attorneys' fees
through all trial and appellate levels.
39. Litigation.
Any dispute herein shall be resolved in the courts of Miami -Dade County,
Florida. The parties shall attempt to mediate any dispute without litigation. However,
this is not intended to establish mediation as a condition precedent before pursuing
specific performance, equitable or injunctive relief.
40. Waiver of Jury Trial.
The parties hereby knowingly, irrevocable, 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
onduct, 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.
41. Waiver.
Any waiver by either party or any breach by either party of any one or more of the
covenants, conditions or provisions of this Agreement shall not be construed to be a
waiver of any subsequent or other breach of the same or any covenant, condition or
provision of this Agreement, nor shall any failure on the part of the City to require or
exact full and complete compliance by Licensee with any of the covenants, conditions or
provisions of this Agreement be construed as in any manner changing the terms hereof to
prevent the City from enforcing in full the provisions hereto, nor shall the terms of this
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Agreement be changed or altered in ; any manner whatsoever other than by written
agreement of the City and Licensee.
42. Time of Essence.
It is expressly agreed by the parties hereto that time is of the essence with respect
to this Agreement. If the final day of any period falls on a weekend or legal holiday, then
the final day of said period or the date of performance shall be extended to the next
business day thereafter.
43. No Interpretation against Draftsmen.
The parties agree that no provision of this Agreement shall be construed against
any particular party and each party shalllbe deemed to have drafted this Agreement.
44. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered by the parties; the parties each agree to perform, execute and/or
deliver or cause to be performed, executed and/or delivered any and all such further acts,
deeds and assurances as may be necessary to consummate the transactions contemplated
hereby.
45. Third Party Beneficiary.
This Agreement is solely for the benefit of the parties hereto and no third party
shall be entitled to claim or enforce any rights hereunder.
46. No Partnership.
Nothing contained herein shall make, or be construed to make any party a
principal, agent, partner or joint venturer of the other.
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47. Headings.
Title and paragraph headings aite for convenient reference and are not a part of
this Agreement.
48. 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.
49. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the
parties hereto and correctly sets forth the rights, duties and obligations of each to the
other as of its date. Any prior agreements, promises, negotiations or representations not
expressly set forth in this Agreement are of no force or effect.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties, and the parties covenant
that this Agreement shall not be construed in favor of or against either of the parties.
THIS SECTION LEFT INTENTIONALLY BLANK
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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, Director Jorge L. Fernandez
Department of Risk Management' City Attorney
WITNESSES:
MIAMI-DADE COUNTY HEALTH
DEPT., FLORIDA DEPARTMENT
OF HEALTH, an Executive Agency
of the State of Florida:
By: By:
By:
Signature
Signature
Maribel Zayas, BPA, JD. Interim
Print Name Interim Administrator
Signature Date
Print Name CORPORATE SEAL
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