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HomeMy WebLinkAboutExhibit1. LICENSE FOR BUILDING USE BRICKELL KEY CENTER • MIAMI, FLORIDA CERTAIN BASIC LICENSE PROVISIONS AND GRANT OF LICENSE. DRAFT (a) The following are certain basic license provisions which, in part, comprise this License Agreement ("License") and may be referred to in subsequent provisions of this License. 1.1 Owner: 1.2 Licensee: 1.3 User's DBA: 1.4 Area: 1.5 Use: 1.6 Term 1.7 Option to Renew 1.8 Fees: 1.9 Exhibits: Brickell Key Center, L.P., a Delaware limited partnership. City of Miami, a municipal corporation of the State of Florida N/A. Approximately 352 square feet of space on the ground floor of Courvoisier Centre IL For the storage of City of Miami Police Department bicycles. Commencement Date: 04/15/08 Expiration Date: 04/14/11. This License can be renewed annually upon mutual agreement of the parties. Licensee shall request such renewal in writing within 90 days prior to the expiration. The City Manager is hereby authorized by Owner to renew this License. N/A. Exhibit A: Area Exhibit B: Rules and Regulations (b) Owner grants to Licensee a License to use and occupy the Area "as is", as designated on Exhibit A attached and incorporated, located in the Courvoisier Centre II, located at 601 Brickell Key, Miami, Florida ("Building") for the purpose identified in Section 1.5, according to the provisions and conditions stated in Sections 1-23 (including any attached Exhibits). (c) Owner's Address for Notices: Brickell Key Center, L.P. 601 Brickell Key Drive Suite 101 Miami, Florida 33131 Attention: Property Manager with a copy to: Tishman Speyer Properties, L.P. 45 Rockefeller Plaza New York, New York 10111 Attention: Chief Financial Officer And Tishman Speyer Properties, L.P. 45 Rockefeller Plaza New York, New York 10111 Attention: Chief Financial Officer Licensee's Address for Notices: City of Miami Attention: City Manager 3500 Pan American Drive Miami, FL 33133 with a copy to: City of Miami Attention: City Attorney 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 And City of Miami Department of Public Facilities Attention: Director of Public Facilities 444 SW 2nd Avenue, 3`d Floor 'po dg-1o3r1 City of MiamilPolice) License for Building Use 5-22-08 (3) (3) 1 Miami, FL 33130 2. AREA. Licensee accepts the Area "as -is". Owner has no obligation, and has made no promise, to alter, remodel, repair or improve any portion of the Area. 3. USE. Limited use of the Area is a material condition of this License. Therefore, the Area shall be used only for the purpose identified in Section 1.5 and for only allied or incidental purposes (such as storage or related city property). Any other Licensee of the Area shall constitute a material breach of this License resulting in its immediate revocation. 4. TERM. The Term of this License shall be the initial term as identified in Section 1.6 and any additional terms as exercised in Section 1.7. If the Commencement Date is other than the first day of the month, the first month shall be a fractional month; each subsequent month of the License shall begin on the first day of the month. If Owner for any reason cannot deliver the Area for Use on the Commencement Date, this License shall not be void or voidable, nor shall Owner be liable to Licensee for any loss or damage resulting from delayed delivery. 5. FEES AND COSTS. N/A. 6. LICENSES AND PERMITS. Licensee shall obtain all necessary licenses and permits from any and all appropriate municipal, state and federal governmental agencies relating to Licensee of the Area, including any such licenses and permits required for Licensee's Property. Should any licenses or permits be permanently revoked during the Term of this License, Owner may, at its option, revoke this License immediately; provided, however, that Owner shall not revoke this License (a) if Licensee has made a timely appeal of a governmental agency's or court's decision to revoke or (b) in the absence of a final determination by the appropriate court or authority having jurisdiction. 7. OWNER'S SERVICES. Owner shall provide Licensee with the services identified below. (a) Owner shall maintain the Building and common areas in good order and condition as Owner reasonably determines, including any stairs, elevators, corridors and Building exterior weather walls, roofs, foundations and structure; and Owner shall maintain, as Owner reasonably determines, the mechanical, plumbing and electrical equipment servicing the Building (including equipment and systems for Building standard heating, ventilation and air conditioning provided by owner under this Section 7). (b) Owner shall furnish the Building and its common areas with the following services during Owner's normal business hours or as may be prescribed by any applicable policies or regulations adopted by any utility or governmental agency: non -attended automatic elevator service and janitorial and maintenance service all as required in Owner's judgment for comfortable and safe use and occupancy of the Area. Owner shall not be in default or liable for any damages directly or indirectly resulting from, nor shall the Fees reserved be abated by reason of (1) the installation, use or interruption of use of any equipment in connection with furnishing any of the above services; (2) failure to furnish, or delay in furnishing any such services (when such failure or delay is caused (A) by accident or by any condition beyond Owner's responsible control, or (B) by making necessary repairs or improvements to the Area or Building, or (C) in conjunction with installation, maintenance or repair of equipment in other areas); or (3) any limiting, curtailing, rationing or restricting use of utilities.- Owner shall use reasonable efforts to remedy any interruption in furnishing such services. For purposes of this Section 7, "such services" shall also include "utilities" furnished below. (c) Owner shall furnish "utilities" to the extent currently available within the Area using existing Building equipment as follows: electricity, steam, water, oil, gas or any other form of energy serving the Building, and heating, ventilation and air conditioning as required in Owner's judgment for comfortable use and occupancy of the Area. These utilities shall be furnished Monday through Friday, 8:00 a.m. to 6:00 p.m., and Saturdays, 8:00 a.m. to 1:00 p.m. (d) Owner reserves the right to make reasonable and non-discriminatory modifications to the Building or Building systems for services and utilities described in this Section. 8. ALTERATIONS, REPAIRS AND MAINTENANCE. Licensee shall not make or permit any alterations, additions or improvements to the Area or any part, or attach any additional fixtures or equipment, without first obtaining Owner's consent in writing. By taking possession of the Area, Licensee accepts the Area as being in good condition; and Licensee shall keep the Area and every part in good condition and repair. All repairs made by or on behalf of Licensee shall be made and performed in such manner as Owner designates, by contractors or mechanics approved by Owner, and according to Rules and Regulations (attached and incorporated as Exhibit "B") and all City of Miami (Police) License for Building Use 5-22-08 (3) (3) 2 applicable laws and regulations of governmental authorities having jurisdiction. Licensee shall bear all costs incident to the purchase, installation, operation and maintenance of its telephone and telecommunications equipment, and other Equipment. 9. LIENS. Any mechanic's or other lien filed against all or any portion of the Area, Land or Building, for work claimed to have been done or materials claimed to have been furnished to Licensee shall be discharged by Licensee within 5 days of filing, failing which Owner shall have the right to do so and be reimbursed by Licensee for its direct cost in taking such action. 10. OWNER INSURANCE. The following provisions shall govern Owner's insurance requirements: (a) Owner shall at all times during the Term of this License, and any extensions thereof, and at its own expense, carry liability, fire and extended coverage insurance on the completed real estate improvements of the Building to the full insurable value. 11. LICENSEE INSURANCE. The following provisions shall govem Licensee's insurance requirements: (a) Owner acknowledges that Licensee is self -insured for general liability, and that a certificate of insurance cannot be issued nor can the Owner be named as additional insured. Licensee agrees to defend all claims brought against the Licensee due to the Licensee's use of the Area; provided, however, that such defense shall be subject to the immunities and limitations included within Florida Statutes, Section 768.28. 12. INDEMNIFICATION. Owner, shall, at its sole cost and expense indemnify, hold harmless, and defend (by counsel reasonably acceptable to Licensee) Licensee, its officers, agents, and employees, from and against any and all claims, for injury and damage to persons and property, (both real and personal) suffered or incurred by Licensee, its agents, officers, employees and invitees as a result of: (a) the negligence of Owner or Owner's agents or employees, or: (b) the breach of any of the representations and warranties set forth herein; or (c) the failure of Owner to perform any obligation under this License; or (d) the presence in or about the Building of any Hazardous Materials or any occurrence, matter, condition, act or omission involving Environmental Laws or Hazardous Materials which exist, regardless of whether or not Owner had knowledge of same. Indemnified expenses shall include, but -shall not be limited to, all attomey's fees, consultants' fees, and response and/or remedial costs in connection with environmental matters. If Licensee's use and occupancy is materially interfered with as a result of any of the above for which Owner is responsible under this section, Licensee, shall be entitled to any other available remedy. 13. LIMITATION OF LIABILITY AND SUBROGATION. The following provision shall limit the parties' liabilities: (a) Owner shall not be liable or in any way responsible to Licensee for any loss, injury, or damage suffered by Licensee or others relating to (1) property of Licensee or others from theft or damage, (2) injury or damage to persons or property resulting from fire, explosion, falling plaster, escaping steam or gas, electricity, water, rain or snow, or leaks from any part of the Building or from any pipes, appliance or plumbing work, or from dampness, (3) damage caused by other licensees occupants or persons in the Area or in the Building, or caused by the public or by construction of any private or public work, (4) loss or damage however caused, other than loss or damage caused by an action or omission under Section 12 herein or the fault and privity of Owner where the liability of Owner is not otherwise excluded by the provisions of this Section, and (5) damage insured or required to be insured by Licensee under Section 11(a). (b) Licensee shall not be liable to Owner for any direct loss, injury or damage insured by Owner, to the extent of any recovery by Owner under such insurance. To that extent Owner's policy shall contain a waiver of the insurer's right of subrogation against Licensee. To the extent provided by 768.28, Florida Statutes, Licensee Citv of Miami {police) License for Budding Use 5-22-08 (3) (3) 3 shall not be liable for any indirect or consequential damages. However, this Section shall not exclude any liability of Licensee for any direct damage, or for any uninsured damage, where Licensee is negligent, or otherwise responsible at law. 14. COMPLIANCE WITH LEGAL REQUIREMENTS. Licensee and Owner shall each promptly comply at all times and at its expense with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may be in force. 15. RULES AND REGULATIONS. Licensee shall faithfully observe and comply with the Rules and Regulations attached and incorporated in this License as Exhibit B, and, after notice, with all reasonable modifications and additions from time to time promulgated in writing by Owner. Owner shall not be responsible to Licensee for the nonperformance by any other user or occupant of the Building of any such Rules and Regulations. 16. ENTRY BY OWNER. Owner and its designees may enter the Area at all hours to (a) inspect the same, (b) exhibit the same to prospective purchasers, lenders or users, (c) determine whether Licensee is complying with all of its obligations, (d) supply any services, and (e) make repairs required, or repairs to any adjoining space or utility system, or to make repairs, alterations or improvements to any other portion of the Building; provided, however, that all such work shall be done as promptly as reasonably possible. 17. ABNORMAL LOADING. Licensee shall operate only such equipment in such quantity and weight as the Area allows in its present condition. Licensee agrees that in operating such equipment it shall not stress the Area beyond normal capacity. 18. ADVERTISING. Throughout the Term, any advertisement, message, presentation, notice and/or display which Licensee requires for License must have Owner's prior written approval. Owner reserves the right to revoke approval on the basis of content, style, color and size of the sign, notice or display. Licensee shall not distribute any advertising matter, nor display any merchandise outside its Area within the Building. 19. ASSIGNMENT. Licensee shall not assign this License, nor shall Licensee permit any part of the Area to be used by others, unless Owner shall, in writing, consent. Such consent, once obtained, shall not be a waiver of this covenant in its future application. 20. TERMINATION. This License may be terminated at any time by Owner or Licensee upon 30-days' prior written notice and without cause. 21. SURRENDER OF AREA. Upon expiration, revocation, or early termination of this License, Licensee shall restore the Area to the condition existing prior to the Commencement Date, normal wear and tear excepted. If Licensee fails to timely remove all of Licensee's Property from the Area the same may be deemed abandoned; or, at Owner's option, may be removed by Owner and stored for a reasonable time, at Licensee's expense. 22. PARTIES' RELATIONSHIP. The relationship between the parties is that of "licensor -licensee" only. This License does not create any other relationship, including without limitation, "principal -agent," "Owner/Licensee," "partnership," or "joint venture." 23. SECURITY DEPOSIT. Licensee shall not be required to deposit with Owner a deposit as security for this License. 24. MISCELLANEOUS. 24.1 The agreements, conditions and provisions contained in this License shall apply to and bind the employees, agents, invitees, representatives, heirs, executors, administrators, successors and assigns of the parties. 24.2 Licensee shall adequately supervise and control its employees, agents and visitors at all times. 25. LIMITATION OF LIABILITY. Neither the members, partners, directors nor officers of Owner (collectively, the "Parties") shall be liable for the performance of Owner's obligations under this License. Licensee shall look solely to Owner to enforce Owner's obligations hereunder and thereunder and shall not seek any damages against any of the Parties. The liability of Owner for Owner's obligations under the License shall be limited to Owner's interest in the Building, and Licensee shall not look to any other property or assets of Owner or the property or assets of any of the Parties in seeking either to enforce Owner's obligations under the License or to satisfy a judgment for Owner's failure to perform such obligations. 26. 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 City of Miami {Police) License for Building Use 5-22-0843) (3) 4 exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 27. CONFLICT OF INTEREST. Owner 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. Owner covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this License, has any personal financial interests, direct or indirect, with the Licensee. Owner further covenants that, in the performance of this License, 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 Owner, its employees or associated persons, or entities must be disclosed in writing to Licensee. 28. AMERICAN WITH DISABILITIES ACT. Owner shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of utilizing the Building including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Owner shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 29. APPLICABLE LAW; VENUE. This License is governed by the laws of the State of Florida. Venue in any proceedings between the parties arising out of this License shall be in Miami -Dade County, Florida. 30. MERGER. This License and its exhibits contain the entire and final agreement between the parties as to its subject matter and supersede all prior or contemporaneous -communications or writings between -the parties as to its subject matter. City of Miami {Police) License for Building Use 5-224)6 (3) (3) 5 AFFIRMING THE ABOVE, the parties have executed this License for Building Use as of this day of ,20 . WITNESSES: Printed Name: Printed Name: ATTEST: Priscilla A. Thompson City Clerk OWNER: BRICKELL KEY CENTER, L.P., a Delaware partnership By: BRICKELL KEY CENTER GP, L.L.C., a Delaware limited liability company, its sole general partner By: Name: Its: LICENSEE: CITY OF MIAMI, a municipal corporation of the State of Florida By: Name: Pedro G. Hernandez City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney LeeAnn Brehm, Director Risk Management Department City of Miami (Police) Dense for Building Use 5-22-08 (3) (3) 6