HomeMy WebLinkAboutExhibit B CC 10/13 (OBSOLETE)1
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REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
NATIONAL JOURNALIST ASSOCIATION OF CUBA
FOR THE OCCUPANCY WITHIN THE PROPERTY LOCATED AT
900 SOUTHWEST 1st STREET, ROOM 200,MIAMI, FLORIDA
CONTENTS
1. PURPOSE 2
2. OCCUPANCY AND USE PERIOD 2
3. DUTY TO OPERATE FOR PUBLIC PURPOSE 2
4. INTEREST CONFERRED BY THIS AGREEMENT 3
5. USE FEE 3
6. LATE FEE 4
7. RETURNED CHECK FEE 4
8. SECURITY DEPOSIT 5
9. INCREASE OF SECURITY 5
10. ADJUSTMENT TO USE FEE AND SECURITY 5
11. CONDITION OF THE PROPERTY AND MAINTENANCE 6
12. SERVICES AND UTILITIES 8
13. ALTERATIONS, ADDITIONS OR REPLACEMENTS 9
14. VIOLATIONS, LIENS AND SECURITY INTERESTS 9
15. CITY ACCESS TO FACILITY 10
16. INDEMNIFICATION AND HOLD HARMLESS 10
17. INSURANCE 11
18. NO LIABILITY 12
19. TAXES 13
20. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES
WITHOUT CAUSE 13
21. TERMINATION BY CITY MANAGER FOR CAUSE 13
22. NOTICES 14
23. ADVERTISING 14
24. COMMON AREAS 15
25. OWNERSHIP OF IMPROVEMENTS 15
26. SURRENDER OF AREA 16
27. SEVERABILITY 16
28. NO ASSIGNMENT OR TRANSFER 16
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29. NONDISCRIMINATION
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30. AFFIRMATIVE ACTION
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31. MINORITY/WOMEN BUSINESS UTILIZATION
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32. WAIVER OF JURY TRIAL
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33: WAIVER
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34. AMENDMENTS AND MODIFICATIONS
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35. COURT COSTS AND ATTORNEY(S)' FEES
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36. COMPLIANCE WITH ALL LAWS APPLICABLE 18
37. ENTIRE AGREEMENT
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38. APPROVAL BY THE OVERSIGHT BOARD
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this / day of
2000, between the City of Miami (the "City") a municipal corporation of the
State of Florida and National Journalist Association of Cuba In Exile, Inc., a non-profit
organization under the laws of the State of Florida (the "Licensee").
WHEREAS, the City owns and
Artime Community Center located at
"Building"); and
operates a public facility known as the Manuel
900 Southwest lst Street, Miami, Florida (the
WHEREAS, Licensee has been occupying Room 200 at the Building prior to the
adoption of the revised rates on January 13, 2000, for the purpose of providing unification
of Cuban journalists in exile; and
WHEREAS, on January 13, 2000, the City Commission passed and adopted
Resolution No. 00-25, authorizing the City Manager to issue Revocable License
Agreements with revised rates for the use of office space at the Building; and
WHEREAS, certain space located within the Building is not needed at this time by
any of the City's offices or departments;
NOW, THEREFORE, in order to carry out the intent as expressed herein and in
consideration of the mutual agreements subsequently contained, the City and Licensee
agree as follows:
1. PURPOSE.
The City is the owner of real property and improvements thereon at 900 SW 19t
Street, Miami, Florida (the "Property"), The City has determined that approximately
428.60 square feet, located within the Property (the "Area") commonly known as Room 200,
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. The City has expressed its desire to
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assist the Licensee in accomplishing its purpose and in furtherance thereof authorizes the
Licensee to occupy and use the Area under the conditions hereinafter set forth. The use of
the Area is strictly limited for its administrative offices for providing unification of Cuban
journalists in exile and is not to be used for any other purpose whatsoever (the "Permitted
Use"). Any use of the Area not authorized under the Permitted Use must receive the prior
written consent of the City Manager. This consent can be withheld for any or no reason,
including, but not limited to additional financial consideration.
2. OCCUPANCY AND USE PERIOD.
This Agreement shall commence October 1, 2000 (the "Effective Date") and shall
continue until the first to occur of the following:
a) cancellation or termination by the express written agreement of the parties
hereto; or
b) cancellation or termination by request of any of the parties hereto, subject to
the notice provisions of "Cancellation By Request Of Either Of The Parties Without
Cause" and "Termination By City Manager For Cause."
3. DUTY TO OPERATE FOR PUBLIC PURPOSE.
Licensee, at all times during Licensee's use of the Area shall: (i) utilize the area
solely in furtherance for administrative offices to provide unification of Cuban journalists in
exile; (ii) maintain an active status as a Florida Non Profit Corporation; and (iii) from time
to time, furnish the City with current disclosure information with respect to the identity of
the officers and directors of Licensee's corporation.
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 undertaking its office
operations therein 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
1 to otherwise use the Area subject to the terms of this Agreement. No leasehold interest in
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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
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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.
5. USE FEE.
In consideration for this Agreement, Licensee agrees to pay to the City for the use of
Room 200 with approximately 428.60 square feet at a rate of $ .50 per square foot for a
monthly Use Fee in the amount of Seventeen and 86/100 Dollars ($17.86), plus State Use
Tax, if applicable, which shall be paid in advance and in full on the first day of each month,
without notice or demand (the "Use Fee
For purposes of this Agreement, Agreement Year shall mean any period of time
consisting of twelve (12) consecutive calendar months commencing on the Effective Date
and each anniversary thereafter. Nothing in this paragraph shall be construed to grant
Licensee the right to use or occupy the Area for a term greater than on a month -to -month
basis.
Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W.
212d Avenue, 6th Floor, Finance Department, Miami, Florida 33130, or such other address as
may be designated from time to time.
6. LATE FEE.
In the event any installment of the Monthly Fee is not received by the City within
five (5) days after it becomes due, Licensee shall pay to City a late charge of ten percent
(10%) of the amount due. 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 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.
7. RETURNED CHECK FEE.
t 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:
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Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 $30.00
$300.01 - 800.00 $40.00
OVER $800 5% of the returned amount.
Such returned check fee shall constitute additional fees due and payable, to City by
Licensee, upon the date of payment of the delinquent payment referenced above.
Acceptance of such returned check fee by City shall, in no event, constitute a waiver of
Licensee's violations with respect to such overdue amount nor prevent City from the
pursuit of any remedy to which City may otherwise be entitled.
8. SECURITY DEPOSIT.
Simultaneously with the execution of this Agreement, the Licensee shall deposit
with City the sum of Thirty Five and 72/100 ($35.72) (the "Security"), as guarantee for the
full and faithful performance by Licensee of all obligations of Licensee under this
Agreement or in connection with this Agreement. If Licensee is in violation (as provided
in "Termination by City Manager For Cause") beyond any applicable notice or cure period,
the City may use, apply or retain all or any part of the Security for the payment of (i) any
fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum
expended by City on Licensee's behalf in accordance with the provisions of this Agreement,
or (iii) any sum which City may expend or be required to expend as a result of Licensee's
violation. Should the City use, apply or retain all or any part of the Security, the Licensee
shall reimburse the amounts used, applied or retained within thirty (30) days. The use,
application or retention of the Security or any portion thereof by City shall not prevent City
from exercising any other right or remedy provided for under this Agreement or at law and
shall not limit any recovery to which City may be entitled otherwise.
Provided Licensee is not in violation of this Agreement, the Security or balance
thereof, as the case may be, shall be returned to Licensee upon the termination of this
Agreement or upon any later date after which Licensee has vacated the Area in the same
condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon
the return of the Security (or balance thereof) to the Licensee, City shall be completely
relieved of liability with respect to the Security. Licensee shall not be entitled to receive
any interest on the Security.
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9. INCREASE OF SECURITY
If Licensee is in default under this Agreement more than two (2) times within any
twelve (12) month period, irrespectively of whether or not such default is cured, then,
without limiting City's other rights and remedies provided for in this Agreement or at law
or equity, the Security shall automatically be increased by three (3) times the Security then
in place. This increase shallbe paid by Licensee to City forthwith on demand.
10. ADJUSTMENT TO MONTHLY USE FEE AND SECURITY
A) Licensee agrees that the Monthly Use Fee for Room 200 shall be
increased by fifty cents ($ .50) per square foot twelve (12) months from the Effective Date of
this Agreement and every twelve (12) months thereafter until the rate per square foot
reaches the rate of $6.00 per square foot. Once the rate reaches $6.00, the square foot rate
shall increase as set forth in "B" below.
B) Licensee agrees that, as provided for below, the Use Fee and Security shall
be increased on each Anniversary Date, by any increase during the prior year in the index
known as "United States Bureau of Labor Statistics, Consumer Price Index". The Monthly
Use Fee shall utilize the "Consumer Price Index for All Items, Miami - Ft. Lauderdale,
Florida", Base Year 1982-84=100 (hereinafter the "CPI"). Said adjustment shall be
hereinafter referred to as the "CPI Escalation".
The CPI Escalation of the Monthly Use Fee shall be equal to the Monthly Use
Fee in effect for the immediately preceding twelve months plus the product of that Monthly
Use Fee multiplied by the "CPI Percentage" (as defined below).
The CPI Escalation of the Security Deposit shall be equal to the Security
Deposit in effect for the immediately preceding Agreement Year plus the product of that
Security Deposit multiplied by the "CPI Percentage" (as defined below).
The CPI Percentage shall equal the fraction (i) whose numerator equals (a) the
monthly Index published two months prior to the Anniversary Date (or the nearest reported
previous month), minus (b) the monthly Index published two months prior to the
Anniversary Date of the preceding twelve months (or the nearest reported previous month)
and (ii) whose denominator is the same monthly Index as (b) above.
If the Index is discontinued with no successor Index, the City shall select a
comparable Index.
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The City shall compute the CPI Escalations and send a notice, with calculations,
to Licensee setting forth the adjusted Monthly Use Fee and Security within sixty (60) days
of the Anniversary Date or as soon as such Index is available. Licensee shall pay to City
within• ten (10) days of receiving such notice, the additional Monthly Use Fee owed for the
months which have elapsed in the current Agreement Year and the amount of increase due
in Security.
11. CONDITION OF THE PROPERTY AND MAINTENANCE.
A. Licensee accepts the Area in "as is", in its present condition and state of
repair condition and without any representation by or on behalf of City, and agrees that
City shall, under no circumstances, be liable for any latent, patent or other defects in the
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 an shall suffer no waste or
injury thereto.
B. Licensee shall be responsible for all repairs to the Area required or caused by
Licensee's use of part thereof without limiting the generality of the foregoing, Licensee is
specifically required to replace all light bulbs and ballasts as needed, and make repairs (a)
to the portion of any pipes, lines, ducts, wires or conduits contained within or serving the
Area; (b) to windows, plate glass, doors and any fixtures or appurtenances composed of
glass; (c) to Licensee's sign, if applicable; (d) to the Area or the Property when repairs to
same are necessitated by any act or omission of Licensee or the failure of Licensee to
perform its obligations under this Agreement.
C. Licensee agrees to make all changes necessary to the Area at Licensee's sole
cost and expense in order to comply with all City, County and State building code
requirements for Licensee's occupancy thereof.
D. If Licensee installs any electrical equipment that overloads the lines in the
Area or the Property, City may require Licensee to make whatever changes to the lines as
may be necessary to render same in good order and repair, and in compliance with all
applicable legal requirements.
E. If, in an emergency, it shall become necessary to make promptly any repairs
or replacements required to be made by Licensee, City may reenter the Area and proceed
forthwith to have the repairs or replacements made and pay the cost thereof. Within thirty
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(30) days after City renders a bill therefore, Licensee shall reimburse City for the cost of
making the repairs.
12. ^SERVICES AND UTILITIES.
City shall, at its sole cost and expense, furnish and maintain air conditioning,
electric current and dumpster for regular office debris. Licensee must abide by the rules,
regulations, schedules and practices of the City in the administration of these services.
The City reserves the right to interrupt, curtail or suspend the provision of any
utility service, including but not limited to, heating, ventilating and air conditioning
systems and equipment serving the Area, to which Licensee may be entitled hereundei
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.
Licensee, at its sole cost, shall provide cleaning services for the Area. Licensee shall
pay for all telephone services or other utility service Licensee may require including the
installation of any lines and equipment necessary. Licensee, at its sole cost and expense,
shall hire a pest control company, as needed, to insure that the Area will at all times be in
a clean and sanitary condition and free from vermin.
Licensee agrees to provide any and all security it deems necessary to protect its
operations and equipment. Licensee shall insure that all appropriate equipment and lights
have been turned off and appropriate doors locked at the close of operations within the Area
each day.
13. 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 without first receiving the written
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approval of the City Manager, which approval may be conditioned or withheld for any or no
reason whatsoever, including a condition to pay additional fees if such alteration will affect
the cost of services being provided by the City. If City approves such request, no repair or
alteration shall be commenced until plans and specifications therefore shall have been
submitted to and approved by the City Manager.
In the event of an emergency, Licensee shall reasonably proceed to perform such
repair work and shall immediately notify the City of such work.
14. VIOLATIONS, LIENS AND SECURITY INTERESTS.
Licensee, at its expense and with due diligence and dispatch, shall secure the
cancellation or discharge of or bond off same in the manner permitted by law, all notices of
violations arising from or otherwise in connection with Licensee's improvements or
operations in the Area which shall be issued by any public authority having or asserting
jurisdiction. Licensee shall promptly pay its contractors and materials men for all work
and labor done at Licensee's request. Should any such lien be asserted or filed, regardless
of the validity of said liens or claims, Licensee shall bond against or discharge the same
within fifteen (15) calendar days of Licensee's receipt of notice of the filing of said
encumbrance. In the event Licensee fails to remove or bond against said lien by paying the
full amount claimed, Licensee shall pay the City upon demand any amount paid out by
City, including City's costs, expenses and reasonable attorneys' fees. Licensee further
agrees to hold City harmless from and to indemnify the City against any and all claims,
demands and expenses, including reasonable attorney's fees, by reason of any claims of any
contractor, subcontractor, material man, laborer or any other third person with whom
Licensee has contracted or otherwise is found liable for, in respect to the Area. Nothing
contained in this Agreement shall be deemed, construed or interpreted to imply any consent
or agreement on the part of City to subject the City's interest or estate to any liability under
any mechanic's or other lien asserted by any contractor, subcontractor, material man or
supplier thereof against any part of the Area or any of the improvements thereon and each
such contract shall provide that the contractor must insert a statement in any subcontract
or purchase order that the contractor's contract so provides for waiver of lien and that the
subcontractor, material man and supplier agree to be bound by such provision.
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15. CITY ACCESS TO FACILITY.
City and its authorized representative(s) shall have at all times access to the Area.
City will maintain a complete set of keys to the Area. Licensee, at its sole cost and expense,
may duplicate or change key locks but not until first receiving written approval from the
Director of Asset Management (hereinafter referred to as "Director") for such work. In the
event Licensee changes key Locks as approved by the Director, Licensee, at its sole cost and
expense, must also provide a copy of said keys to the City.
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) days of such notice, (c) to assure Licensee's compliance with the terms and
provisions of this Agreement and all applicable laws, ordinances, rules and regulations and
(d) for other purposes as may be deemed necessary by the City Manager in the furtherance
of the City's corporate purpose; provided, however, that City shall make a diligent effort to
provide at least 24-hours advance notice and Licensee shall have the right to have one or
more of its representatives or employees present during the time of any such entry. The
City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise
by the City of the right of entry described herein for the purposes listed above. The making
of periodic inspection or the failure to do so shall not operate to impose upon City any
liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or
liability assumed under this Agreement.
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 Licensees use and occupancy of the Area, for any personal injury, loss of life or
damage to personal property and/or real property sustained in or on the 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 an about the defense of any such claims
and the investigation thereof; even if the claims, costs, liabilities, suits, actions, damages or
causes of action arise from the negligence or alleged negligence of the City, including any of
its employees, agents, or officials.
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Licensee further acknowledges that, as lawful consideration 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.
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, 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 all claims, demands or actions for bodily injury, personal injury, death or property
damage occurring in or about the Area with such limits as may be reasonably requested by
the City from time to time but not less than $1,000,000 per occurrence combined single
limit for bodily injury and property damage. The City shall be named as Additional
Insured on the policy or policies of insurance.
B. Automobile liability insurance covering all owned, non -owned and hired
vehicles used in conjunction with operations covered by this agreement. The policy or
policies of insurance shall contain a combined single limit of at least $500,000 for bodily
injury and property damage. The requirements of this provision will be waived upon
submission of a written statement from Licensee that no automobiles are used to conduct
business.
C. "All Risk" property insurance against loss or damage by fire, windstorm, with
such endorsements for extended coverage, vandalism, malicious mischief, flood and special
coverage, insuring 100% of the replacement cost of Licensee's improvements, fixtures,
equipment, furniture and all other personal property in and about the Area. This
requirement may be waived provided that Licensee executes a full release holding the City
harmless for any damages incurred by Licensee due to the above mentioned causes as
defined in a standard All Risk policy.
D. Worker's Compensation in the form and amounts required by State law.
E. The City's Division of Risk Management, reserves the right to reasonably
amend the insurance requirements by the issuance of a notice in writing to Licensee.
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Licensee. The Licensee shall provide any other insurance or security reasonably required
by the City.
F. The policy or policies of insurance required shall be so written that the policy
or policies may not be canceled or materially changed without thirty (30) 'days advance
written notice to the City. Said notice should be delivered to the City of Miami, Division of
Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to City of
Miami, Office of Asset Management, 444 SW 2 Avenue, 3rd FIoor, Miami, Florida 33130, or
such other address that may be designated from time to time.
G. A current Evidence and Policy of Insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Office of Asset Management of the City 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, 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. Licensee's failure to procure insurance shall in
no way release Licensee from its obligations and responsibilities as provided herein.
18. NO LIABILITY.
In no event shall the City be liable or responsible for damage to the personal
+ f property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its
officers, agents, employees, invitees or patrons, including without limitation, damages
resulting from fire, steam, electricity, gas, water, rain, vandalism or theft which may leak
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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 Liconsee, its officers, employees, agents, invitees, or patrons or any person 'whomsoever
whether such damage or injury results from conditions arising at or about the Area or
upon other portions of the Property or from other sources.
19. 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 Area and/or
against any occupancy interest or personal property of any kind, owned by or placed in,
upon -or about the Area by Licensee, including, but not limited to, ad valorem taxes. In the
event Licensee appeals a tax or fee, Licensee shall immediately notify City of its intention
to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible
and substantial surety company reasonably acceptable to City or other security reasonably
satisfactory to City in an amount sufficient to pay one hundred percent of the contested tax
or fee with all interest on it and costs and expenses, including reasonable attorneys' fees, to
be incurred in connection with it.
20. CANCELLATION BY REQUEST OF EITHER OF THE PARTIES WITHOUT
CAUSE.
Either party may cancel this Agreement at any time with thirty (30) days written
notice to the non -canceling part to the effective date of the cancellation.
21. TERMINATION BY CITY MANAGER FOR CAUSE.
If Licensee in any manner violates the restrictions and conditions of this Agreement,
then, and in the event, after ten (10) clays 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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22. 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 or for purposes of canceling this Agreement, the
City may serve notice by posting it at the Area. 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
444 SW 2 Avenue, 10th Floor
Miami, FL 33130
COPY TO
City of Miami
Asset Management Division
444 SW 2 Avenue, Suite 325
Miami, FL 33130
LICENSEE
National Journalist Assoc. of Cuba
900 SW 1st Street, Room 200
Miami, FL 33130
23. ADVERTISING.
Licensee shall not permit any signs or advertising matter to be placed either in the
interior or upon the exterior of the Area without having first obtained the approval of the
Director, which approval may be withheld for any or no reason, at his/her sole discretion.
Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration,
advertising matter or other things as may be permitted hereunder in good condition and
repair at all times. Licensee must further obtain approval from all governmental
authorities having jurisdiction, and must comply with all applicable requirements set forth
in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement,
Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter
or other thing permitted hereunder from the 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 City directing the required repairs, City shall
cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay
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City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the
cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect -or place upon the Area an appropriate sign indicating City's having issued this
Agreement.
24. COMMON AREAS.
Licensee shall have the nonexclusive right (in common with other occupants of the
Property) to use the Common Areas of the Property for the purposes intended, subject to
such rules and regulations as City may establish from time to time.
25. 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 Property, whether or not by or at the expense of Licensee, shall, unless otherwise
provided by written agreement, immediately upon their completion become the property of
the City and shall remain and be surrendered with the Property.
26. SURRENDER OF AREA.
In either event of cancellation pursuant to "Cancellation By Request Of Either Of
The Parties Without Cause" or "Termination By City Manager For Cause", or at the
expiration of the time limited by the notice, Licensee shall peacefully surrender the Area
broom clean and in good condition and repair together with all alterations, fixtures,
installation, additions and improvements which may have been made in or attached on or
to the 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 froxn 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. City may require Licensee to restore the Area so that the Area shall
be as it was on the Effective Date.
14
l
In the event Licensee fails to remove its personal property, equipment and fixtures
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 City sees fit,
all at Licensee's sole cost and expense.
27. SEVERABILITY.
Should any provisions, paragraphs, sentences, words or phrases contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or
otherwise unlawful under the laws of the State of Florida or the City, such provisions,
paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary
in orderto conform with such laws, and the same may be deemed severable by the City, and
in such event, the remaining terms and conditions of this Agreement shall remain
unmodified and in full force and effect.
28. NO ASSIGNMENT OR TRANSFER.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it
by this Agreement.
29. NONDISCRIMINATION.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability or marital status in connection with its occupancy and use of the Area and
improvements thereon.
30. AFFIRMATIVE ACTION.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity
Policy and shall institute a plan for its achievement which will require that action be taken
to provide equal opportunity in hiring and promoting for women, minorities, the disabled
and veterans. Such plan will include a set of positive measures which will be taken to
insure nondiscrimination in the work place as it relates to hiring, firing, training and
promotion. In lieu of such a policy/plan, Licensee shall submit a Statement of Assurance
indicating that their operation is in compliance with all relevant Civil Rights laws and
regulations.
15
31. MINORITY/WOMEN BUSINESS UTILIZATION.
Licensee shall make every good faith effort to purchase/contract fifty-one percent
(51%)-of its annual goods and services requirements from Hispanic, Black and Women
businesses/professionals registered/certified with the City Office of Minority/Women
Business Affairs. Such lists will be made available to the Licensee at the time of the
issuance of the Agreement by the City and updates will be routinely provided by the City's
Office of Minority/Women Business Affairs.
32. WAIVER OF_JURYTRIAL.
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 conduct, course of
dealing, statements. (whether verbal or written) or actions of any party hereto. This waiver
of jury trial provision is a material inducement for the City and Licensee entering into the
subject transaction.
33. WAIVER.
No failure on the part of the City to enforce or insist upon performance of any of the
terms of this Agreement, nor any waiver of any right hereunder by the City, unless in
writing, shall be construed as a waiver of any other term or as a waiver of any future right
to enforce or insist upon the performance of the same term.
34. AMENDMENTS AND MODIFICATIONS.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, signed by both parties and approved by the City Manager. The City
Manager is authorized to amend or modify this Agreement as needed.
It 35. COURT COSTS AND ATTORNEY(S)' FEES.
In the event it becomes necessary for the City to institute legal proceedings to
enforce or interpret the provisions of this Agreement, Licensee shall pay the City's court
16
1
r
costs and attorney's fees through all trial and appellate levels. Licensee acknowledges that
Florida law provides for mutuality of attorney's fees as a remedy in contract cases and
specifically and irrevocable waives its right to collect attorney's fees from the City under
applicable laws, including specifically, but not limited to Section 57.105, Florida Statutes.
It is the express intent of the parties hereto that in no event will the City be required to pay
Licensee's attorney's fees and court costs for any action arising out of this Agreement. In
the event that Licensee's waiver under this section is found to be invalid then Licensee
agrees that the City's liability for Licensee's attorney's fees and court costs shall not exceed
the sum of $100.00. In the event that the waiver and limitations contained herein are
found to be invalid, or are otherwise not upheld, then the provisions of this Section shall
become null and void and each party shall be responsible for its own attorney's fees and
costs.
36. 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.
37. 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.
38. APPROVAL BY THE OVERSIGHT BOARD.
The State of Florida has appointed an Emergency Financial Oversight Board (the
"Oversight Board"), which is empowered to review and approve all pending City of Miami
contracts. As a result, contracts shall not be binding on the City until such time as they
17
have been approved by the Oversight Board. Attestation of this Agreement by the City
Clerk shall constitute evidence of approval by the Oversight Board.
p" IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the
day and year first above written.
ATT : ' 1 • CITY OF MIAMI, a municipal corporation
Walter Foeman
City Clerk
of the State of F •�s.r:
IOW
B i'i/
Y I _,/
Ca . imenez
APPROVED AS TO INS ' CE APPRO
REQ • M
Mario So evilla
Division of Risk Manageme
5r WITNESS:
Signature
Print Name
Signature
Print Name
CORR
City Manager
o Vilarello
torney
LICENSE
RM AND
National ournalist Association of Cuba
In E +tom •
ature
ti Ls F L/ 00& Afh.Rs wS
ntj7 cA00 0'R� 0.1_)
Print Title
4:.Adima91,74.--?eab
18
LSIDEIVE DE HONOR
Dr. Horatio Aguirre
DECA IO
_Lk. Luis Felipe Marsens
VICEDECANOS
Dra. Xenia Bass de'Tamayo
Lk. Aurelio Torrente Iglesias
Lk. Jose Elias Bello
Lk. Vicente P. Rodriguez
SECRETARIO
LJc. Floridano Feria
SECRETARIO DE ACTAS
Dr. Fernando Palma
VICESECRETARW DE ACTAS
Dra. Rosa Leonor Whitmarsh
TESORF_Rr')
Dr. Mauricio Hernandez
VICETESORERQ
IJc. Jose I. Beamud
PRIMER DIPUTADO
Dr. V. Grau Imperatori
DIPUTADOS
Lic. Demetrio Perez Jr.
LJc. Esteban Lamela
u�. Rosendo Rosell
Lac. 0. Perez -Fernandez
Lic. O. Valdes -Fernandez
Lic. Luis Osvaldo Escobar
Dr. Radio J. Armesto
l.ic. Glraido Casanova
LJc. Jose Fernandez Arenal
Lk. Pornplllo Ramos
Lk. Marta Ferrelro
Lic. Hiram Gomez
Lic. Jose Marfn Callazo
Lic. Benign Ruiz -Palau
Dr. Oscar D. Vidal
Dr. Hector Morales George
Uc. Marla Feria
Uc . M. Mayon Martinez
Dr. Roman Catnpa
Uc. Alberto Acosta Tijero
Ii
COLEGIO NACIONAL DE PERIODISTAS
DE LA REPUBLICA DE CUBA EN EL EXILIO
(NATIONAL JOURNAUSTS ASSOCIATION OF CUBA IN EXILE, INC.)
r.
•
CORPORATE RESOLUTION
WHEREAS, The National Journalists Association of Cuba in Exile, Inc. desires to enter into a
Revocable License Agreement with the City of Miami for the use of office space designated as
Room 200, located at the Manuel Artime Community Center and
WHEREAS, the Board of Directors at duly held corporate meeting has considered the matter in
accordance with the by laws of the corporation; The National Journalistic Association of Cuba in
Exile, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE NATIONAL
JOURNALIST ASSOCIATION OF CUBA IN EXILE, INC. that the President and Secretary are
hereby authorized to enter into a Revocable License Agreement in the name of The National
Journalist Association of Cuba in Exile, Inc. and behalf of this corporation, with the City of M's li,
under the terms, conditions and obligations contained in the attached Revocable License
Agreement.
IN WITNESS WHEREOF, this 15 day of June, 2001.
ATT
Corporate Secretary
11. Ge.4 I) l u FCgo io
resident
LOS Pe-i) PC Xi/heS1)34.
900 S.W. I ST STREET, MIAMI, FL 33 130
TELEPHONE, FAX (305) 324-6066
EXHIBIT A
•
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ti Cotegio Jiationat be
litriobittati be Cuba nt et exilic
Comigion Cutting be 1999
Callikanso sue Waft deft
iut jitipt Alargams
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beelletei. be MO, pure ei mina gilkementni k 0190-2001
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05-03-01 11:47 From:
T-587 P.01/02 Job-072
ROYAL CARIBBEAN INSURANCE
1772 WEST FLAGLER STREET
MIAMI, FLORIDA 33135
TO:
ELVIA BONILLA
FACSIMILE TRANSMITTAL SHEET
FROK
L1YDA TUNON
coMPANr:
CITY OF MIAMI
DAM:
[05/01 /01
FA NUM1►ER:
305-416-2156
T(Y A1. NO. OF PAC:FS INCLUDING COVrat:
2
INSUlum:
NATIONAL JOURNALIST
ASSOC. OF CUBA IN EXILE, INC.
G.I. CERTIFICATE
0 uRCENT 0)'OIt itEv:uW ❑ i'LI..1.'1! C'C)MMCN'l' ❑ PLEASE REPLY q PLEASE. RECYCLE
NOTE/'(:(lhihlEN"$ S:
Dear llvia:
Attach Certificate of Insurance,
Should you have any qucutiores, do not hesitate to contact the undersigned.
Very
I.ayda
Agent
011
PHONE#(305)642-4541 FAX#(305)642-1087
05-03-01 I1:4T From:
T-587 P 02/02 Job-0T2
05101101
. ,
Royal Caribbean insurance Agency II, Corp.
1772 W. Flagler Street
Miami, FL 33135
:74144F741:Wr77,777=
Nations, Journalist Assoc. of Cuba in Exile, Inc.
900 $W 1 Street #200
Miami, FL 33130
THIS CERTIFICATE ID ISSUED AS A MATTER OF INFORMATION
ONLY CONFERS NO morn UPON TfIE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AMEND, ExTr,N0 OR ALTER THE
COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
Company A
Company B
Company 1,7
National Ina Co.
,-, 4../741. . . •
THIS I CE OR( 'HAT THE ' KIES 0 SUKANCE LISTED •LOW NAV AEkt4 !SS ." • INSULTED NAME ADOVP FOR THE POLICY P0 INDIcATED.
'
NoTWITlisrANDINo ANY REQUIREMENT, TERM OK CONDITION Of ANY CONTKACIUR OTHER DOCIP.ARNT PATH FtESPECT TO wHiuti THIS CT1P1cTh MAY HE ISSUED OR MAY
ilEATAIN, TICE INSUAANCk AFFORDED ny Tiff, POI.ICIES DESCRIBED HERON IS SUKatr TO ALL TIM TERMS, EXCLUSIONS AND CONDITIONS OF SUCH DOM Cas LIMITS SHOWN MAY
HAVE BEEN R2DIX.F.0 KY PAID CLAIMS
CO
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Type at -humane,:
General Liability
:sTil Commercial General Liability
j Claims Md I °COW'
7 owners Contrecitor's Prot
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AMMEMMMI
Autrhatfil*ilyLiibility
L.J Any Auto
AU Owned Autos
Shcrduled Autos
Hired Autos
NunOwned
Policy Numbtr
TBA
Effectiv a Date
05/01/01
EN D11'01011 Dette
05/01/02
GarageLiMbilhi
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Worker's Compensation
Empioyers !AMC ty
Thi riaprittor:
eittnissiEsiscutiv4
Officers Are:
Other
Ineluded
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—Algallan
mond
filrOPO,Copto
P1,641.411 - CornpfOp AU f $1,000,000.00
Personal ADV lusty
$1 X1(10,000.00
Exit Occur-mm.4
$1,000,000.00
Ain Omar (Arty Oriel-0o
$100,000.00
laud k,Xr Ow One Parson)
$6,000.00
t•ornbilearivreLinin
$ air
Homy Nur, (Per Pawn)
$0.00
&Ay bury Ors Acticiem)
SC.00
0.00
Auto °RN (Eicti Accident)
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$0.00
$0.00
Asamont Mawr thus .---T—Aani $0.00
description of
OptritionsatocationsNehicles/Spechil Ittnits
EL, Eire=int
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$0700
EL Dismiss (Eh Amployes)
10.00
10.00
DESIGNATED PREMISES; 900 SW 1 Street, #200
Miami, FL 33130
Gib/ of Miami Offioe of Amer Management and Capital
Improvement
444 SW 2 Avenue, 4th Floor
Amami, FI- 33130
, , !
anouL/1 A NY 01, THE otsove mama= roma ES BE C A Ncturo orpoitE.rIfE
Fr PIRATION DATE TURA IZOV, THE ISSUING C.Ohl PA NY WILL ENDEAVOR TO MAIL
DAYS WRITTEN NOTICE • RTIFICATE HOLDER NAMED To THE LERT, AI&
TO M II. SIT LL IMPOR NO ORLICATION CIR LIA aiLiry or' Aro'
we LI T CO S OR REP NTATIVES,
"IMO Vale
L1+ rU/ LLVV
QYQU0'1:.,
LU1.3 P MNRZNi`,�
rr�ut 171
JUNTA DE QOBIERHQ
19 9-2001
Pia[ DE I+or#OR
Dr. Horaclo Aguirre
DECAt,O
Lk. Ws rape Mullins
V10EDECANOS
Dre. Xenia Does de Tarns,
Lit. Aurelio Tonkin
Lk. Jose Woe Bello
Uc. Went, P. Rod/lame
SECRFrAROD
Lk. Plo$d.rlo feria
SECRETAPIA DE ACTAS
Dra. Roar !Amor %Vietminh
. cd o
DrO
►nceresoReno
Fladio J. Aamceto
P1R DIPUTADO
Dr. Y. C1rau Isrlperaf ri
DIPUTADOS
Lk. Donotrio Pew .k.
Lk. Esteban Lunen
Lk. Rosendo Road
Lk. O. Phut -Fernand
Lk. O. Veldia.Femdndes
Lk. isle Dotaldo Escobar
Mateyo s
Lk. Josi Flrn&nda ikenal
Lk. Pomp& Ramos
Lk. Meta Fermin,
Lk. P*an Gomez
Lk. Jars Merle Cdlato
Lk, Ho nImo Rub- P .0
Dr. ,sew D. Mini
Dr. lik#w Morales Qeorss
Lk. Mark Fula
Lk . It ARA% Minion
Dr. Ra n4n Camps
Lk. Alberto Amigo Vero
COLEGIO NACIONAL DE PERIODISTAS
DE LA REPUBLICA DE CUBA EN EL EXtLJO
(NATIONAL 4JOUP »ULisy$ ASSOC/AMON 01P CuL1 PM EXILE. INC.f
Muni, November 15, 2000
Miss Elvia Bonilla, City of Miami
Office of Asset Management 444 S.W. end Ave, 3rd Floor
Miami, FL 33130
Dear Elvia:
.As per our conversation regarding the contract of rent of the office of the
Journalist Association of Cuba in Exile (at 900 S.W. 1 rs St, Manuel Artime
Community Center, Suite 200), I am confirming you, for the records,
that we do not have any employee that earn salary, nor a vehicle o transportation
as a property or way of transportation for our operations.
The operations of this institution, which I preside as the Dean, are conducted in a
voluntary way by me and the other members of the Board of Government, by
using our own individual automobiies.All of what I certified for the necessaries
purposes.
Thanks to you again for all your assistances, and receive the respect,
admiration and regards of all the members of the "Colegrio Nacional de Periodistas
de la Republica de Cuba en el Exilio", and, in particular, from my awn.
Sincerely,
Leis Felipe ,Manias
DEAN, and President of the Corporation, a non profit one.
000 &, W. l ST snxe `r, Mum!, FL 33 130
TeUEPHor+E. FAX (305) 32443O6e
J(11YTA DE GOBIERNO
1999-200 t
PRESIDENRE DE HONOR
Dr. Horatio Aguirre
DECANO
Lic. Luis Felipe Marsans--
VKEDECANOS
Dra. Xenia Bass de Tamayo
Lic. Aurelio Torrente Iglesias
Lk. Jose Elias Bello
Uc. Vicente P. Rodriguez
SECRETARIO
Uc. Floridan Feria
SECRETAR1O DE ACTAS
Dr. Fernando Palma
VICESECRETARW DE ACTAS
Dra. Rosa Leonor Whitrnarsh
TESORERO
Dr. Maurido Hernandez
V1cETEsoRERO
Lic. Jose I. Bearnud
PRIMER DIPUTADO
Dr. V. Grau lmperatorl
DIPUTADOS
Lic. Demetrlo Perez Jr.
Lie. Esteban Lamela
Llc. Rosendo Rose!!
Lk. O. Perez -Fernandez
LIc. O. Valdes -Fernandez
Lic. Luis Osvaldo Escobar
Dr. Eladio J. Armestto
LJc. GiraIdo Casanova
Uc. Jose Fernandez -Arena!
Lk. Pompfla Ramos
Lk. Marta Ferreira
Lk. Hiram Gomez
Lk. Jose Marin CoUazo
Uc. Benign Rutz -Palau
Dr. Oscar D. Vidal
Dr. Hector Morales George
Lk. Maria Feria
Lk . M. Mayan Martinez
Dr. Roman Campa
Lk. Alberto Acosta Tilero
COLEGIO NACIONAL DE PERIODISTAS
DE LA REPUBLICA DE CUBA EN EL EXILIO
(NATIONAL !JOURNALISTS ASSOCIATION Or CUBA IN Exit.E, INC.)
May 4`h, 2001
City of Miami Office of Asset Management
And Capital Improvement
444 SW 2 Avenue
Miami, FL 33130
RE: Insurance Waiver/Release
Dear Ms. Bonilla:
Please be advised that the National Journalist Association of Cuba
in Exile, Inc. do hereby certify &/or release the City of Miami
Office of Management and Capital Improvement from any/and all
claims and/or Loss to our personal property.
Should you have any questions, do not hesitate to contact the
undersigned.
Luis Felipe Marlins
Presindent
900 S.W. 1 sr STREET, MIAMI, FL 33 130
rA_CsniiFt