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HomeMy WebLinkAboutExhibit 1REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO MIAMI FIREFIGHTERS FEDERAL CREDIT UNION FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT 1111 N.W. 7th STREET MIAMI, FLORIDA, 33136 VAX1- "17 TABLE OF CONTENTS 1. Recitals 2 2. Definitions 2 3. Purpose 3 4. Interest Conferred by this Agreement 4 5. Common Area. 4 6. Occupancy and Term. 4 7. Continuous Duty to Operate. 5 8. Use Fees. 5 9. Late Fee 6 10. Returned Check Fee. 6 11. Guaranty Deposit. 7 12. Adjustment To Use Fee and Guaranty Deposit. 7 13. Services and Utilities. 8 14. Condition of the Area 9 15. Alterations, Additions or Replacements. 9 16. Violations, Liens and Security Interests. 10 17. City Access to Facility 11 18. Indemnification And Hold Haiiiiless. 12 19. Insurance. 13 20. No Liability. 13 21. Safety. 13 22. Taxes and Fees 14 23. Cancellation by Request of Either of the Parties Without Cause. 14 24. Teiuiination by City Manager for Cause. 14 25. Notices. 15 26. Advertising 15 27. Hazardous Materials. 16 28. Radon Gas. 17 29. Licenses, Authorizations and Permits. 17 30. Compliance with All Applicable Laws 18 31. Ownership of Improvements 18 32. Surrender of Area 18 33. Severability. 19 34. Invalidity. 19 35. No Assignment or Transfer 20 36. Public Records. 20 37. Conflict of Interest. 20 38. Americans with Disability Act 20 39. Nondiscrimination 21 40. Amendments and Modifications. 21 41. Litigation; Venue. 21 42. Waiver of Jury Trial. 21 43. Waiver. 22 44. Time of Essence. 22 45. No Interpretation Against Draftsmen 22 46. Further Acts. 22 47. Third Party Beneficiary 23 48. No Partnership. 23 49. Headings. 23 50. Authority. 23 51. Entire Agreement. 23 52. Special Provisions. 23 EXHIBIT A 25 DESCRIPTION OF PROPERTY 25 EXHIBIT B 26 DESCRIPTION OF AREA 26 EXHIBIT C 27 INSURANCE 27 EXHIBIT D 29 PROPOSED ATM EQUIPMENT LOCATIONS 29 ii REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made this day of 2011 between the City of Miami (the "City") a municipal corporation of the State of Florida and Miami Firefighters Federal Credit Union, a federally chartered credit union under the laws of the United States (the "Licensee"). WHEREAS, Licensee has operated inside City -owned property, known .as the City of Miami Firefighters Fire Station #3, as a credit union for the operation of financial banking related activities for the benefit of City employees; and WHEREAS, the City and Licensee ("the Parties") desire and intend to enter into a Revocable License Agreement ("Agreement"); and WHEREAS, this Agreement is not assignable; and WHEREAS, this Agreement is revocable -at -will by the City and without the consent of the Licensee; and WHEREAS, this Agreement does not transfer an interest in real property including any leasehold interest in real property owned by the City; and WHEREAS, this Agreement does not confer a right to use any real property for any general purposes; and WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any real property; and WHEREAS, this Agreement is subject to the audit and inspection rights set forth in §18- 100 to §18-102, City Code, as it may be amended; and WHEREAS, this Agreement is subject to the Licensee maintaining its status as a federally chartered credit union under the laws of the United States; and WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted uses, and does not permit anything further. NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows: 1. Recitals. A. The foregoing recitals are hereby incorporated and made a part of this Agreement. 2. Definitions. A. "Area" shall mean approximately 3,385 square feet of office space located at 1111 N.W. 7TH Street, Miami, Florida, as depicted in Exhibit "B" attached hereto .and made a part hereof, on the first and second floors of the City of Miami Firefighters Fire Station #3 building ("Station #3"). B. "ATM Equipment" shall mean the personal property installed, operated and maintained by Licensee used to conduct all future ATM transactions in the Area. At the time of the Effective Date, there is no ATM Equipment in the Area; however, should the licensee install ATM Equipment in the location indicated, and attached herein as Exhibit "D", then it acknowledges that it will follow and adhere to the stipulations set forth herein. C. "City Manager" is the City Manager for the City of Miami. D. "Director" shall mean the Director of the Public Facilities department for the City of Miami. E. "Effective Date" shall mean the date that this Agreement is executed by the City Manager. In the event the Effective Date does not fall on the first day of the month, the Effective Date shall be adjusted to be the first day of the following month. F. "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 2 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. G. "Permitted Uses" shall mean the use of the subject City -owned property and Area primarily and principally as the principal headquarters for the Licensee's credit union branch transactions and business matters and all automatic teller machine ("ATM") transactions permitted in the Area which allows customers banking access that is available 24 hours a day, as sender, receiver, and dispenser of funds interchangeably, and for no other purposes without the prior written consent of the City Manager which may be withheld or conditioned at the discretion of the Manager. H. "Property" shall mean the city -owned real property and improvements containing approximately 3.41 acres at 1103 N.W. South River Drive, Miami, Florida, as more particularly described in Exhibit "A" attached hereto and made a part hereof. 3. Purpose. The City is the owner of the Area. The City has expressed its desire to continue to assist the Licensee in accomplishing its purpose in providing financial services to City employees and patrons and in furtherance thereof authorizes the Licensee to occupy and use the Area for the Peiiuitted 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 Use must receive the prior written consent of the City Manager, or his/her authorized designee, which consent may be withheld, denied, or conditioned for any or no reason, including, but not limited to additional financial consideration. 3 4. Interest Conferred by this Agreement. This Agreement confers no exclusive 'possession or tenancy of the Area. The Licensee cannot exclude the City from the Area. 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 hereunder are not those of a tenant, but are a mere personal privilege to do certain acts of a temporary character on the Area and to use the 'Area, subject to the terms of this Agreement. The City tetains 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 Area or Property by virtue of this Agreement or its use of the Area or Property hereunder. Additionally, Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Area or Property 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. Common Area. Licensee shall have the nonexclusive right to use the common areas of the Property, including the lobby ("Common Area") for the purposes intended, subject to such rules and regulations as City may establish from time to time. 6. Occupancy and Term. This Agreement is revocable -at -will by the City. Unless this Agreement is revoked or terminated as provided in this Agreement, this Agreement shall commence upon the Effective Date and shall expire automatically sixty (60) months after the Effective Date ("Initial Term"). Provided Licensee is not in violation of the Agreement, Licensee is hereby granted the option to extend this Agreement for five (5) additional one-year (1) renewal option periods, upon ...expiration of the Initial Term under the same terms and conditions of the Initial Term upon the mutual consent of both parties. Licensee shall request such renewals individually in writing no later than ninety (90) _days prior to the expiration of the current term. The City Manager is hereby authorized to exercise such renewals, which may be at his/her sole discretion and may be subject to additional consideration. 7. Continuous Duty to Operate. Except where the Area is rendered unusable by reason of fire or other casualty, Licensee shall at all times during this Agreement, occupy the Area upon the Effective Date and shall thereafter continuously conduct operations in the Area in accordance with the teiuis of this Agreement. 8. Use Fees. A. Monthly Use Fee Commencing on the Effective Date of this Agreement, and on the first day of each month thereafter during the term of the Agreement, Licensee shall pay to the City a monthly Use Fee of Three Thousand One Hundred Two Dollars and 92/100 ($3,102.92), or $11.00 per square foot, plus State of Florida State Use Tax, if applicable, for the License to use the Area within the City's Property. If Licensee elects to renew the License beginning on the first renewal option period, the City has the right to increase the monthly Use Fee based at a rate of three percent (3 %) each renewal year, as more specifically stated in Section 12 herein. The monthly Use Fee shall be due each month without notice or demand. Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W. 2'd Avenue, 6th Floor, Finance Department, Attention: Treasury Management/Receipts, Miami, Florida 33130, or such other address as may be designated from time to time from the City Manager. Licensee shall be responsible for any cost associated with its programs operated on the ;Property, including but not limited to, security, equipment, and insurance during its operating hours. 5 B. Percentage Fee. Licensee agrees to pay the City fifty percent (50%) of its monthly Net Revenue ("Percentage Fee") derived from ATM transactions. For purposes of this Agreement, Net Revenue shall mean all ATM surcharge income minus operation expenses received by the Licensee derived directly from business operations exclusively related to the ATM operation. 9. Late Fee. In the event any installment of the monthly Use Fee is not received by City on or before the fifteenth day of the month, Licensee shall pay to City a late charge in an amount equal to one percent (1%) of the respective Use 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 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. 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 by City shall, in no event, constitute a waiver of Licensee's violations with ;respect tosuch overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 6 11. Guaranty Deposit. Licensee shall provide a Guaranty Deposit in the amount of Six Thousand Two Hundred Five Dollars and 84/100 ($6,205.84), which is equal to two months monthly Use Fee. If Licensee is in violation beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Guaranty 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 Guaranty, Licensee shall reimburse the amount used, applied or retained within fifteen (15) days of the City's application of the Security. The use, application or retention of the Guaranty or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise. Provided Licensee is not in violation of this Agreement, the Guaranty or balance thereof, as the case may be, shall be returned to Licensee after the expiration date 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 Guaranty (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Guaranty. Licensee shall not be entitled to receive any interest on the Guaranty. 12. Adjustment To Use Fee and Guaranty Deposit. If Licensee elects to renew the License beginning on the first renewal option period, the City has the right to increase the monthly Use Fee and Guaranty Deposit based at a rate of three percent (3%) each renewal year.. Nothing in this paragraph shall be construed to grant Licensee the right to use the Area or Property for a term greater than that defined in Section 8 herein. 13. Services and Utilities. A. Licensee's Responsibilities Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is not limited to, electricity, water, stormwater fees, gas, telephone, television, cable, telecommunications, internet, garbage and sewage disposal used by Licensee during its occupancy of the Area, as well as all costs for installation of any lines and equipment necessary, except those utilities specifically set forth in Subparagraph 13B below to be provided by City. Licensee, at its sole cost, shall install, as applicable, all utilities required for its use, and arrange for direct utility billing from all applicable utility companies for such services. The City is not a guarantor or in any manner responsible for payment of Licensee's responsibilities as they are set forth in this Agreement. Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and hire pest and termite control services for the Area, 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. Licensee shall be responsible to take prudent preventive maintenance measures to safeguard the Area from storms and other "Acts of God" as that term is defined by Florida law. B. City's Responsibility The Licensee has established utility meters separate and apart from that of the City's; therefore, the City shall not pay for any utilities for the Area during the term of this Agreement. The City reserves the right to interrupt, curtail or suspend the provision of any utility service provided by it, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the Area, to which Licensee may be entitled hereunder, when necessary by reason of accident or emergency, or for repairs, alterations or improvements in the judgment of 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, 8 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. 14. Condition of the Area. Licensee accepts the Area "as is", in its present condition and state of repair and without any representation or affirmation 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 City, County and State code requirements for Licensee's occupancy thereof. 15. Alterations, Additions or Replacements. Except in the event of an emergency, Licensee shall not make any repair without first receiving the written approval of the City Manager, or his/her authorized designee, which approval may be conditioned, denied, 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 repair or alteration 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 peuunits. 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 9 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, codes, 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. 16. Violations, Liens and Security Interests. The Licensee shall not suffer or peiuiit any statutory, laborers, material person, or construction liens to be filed against the title to the Area or the Property, nor against any Alteration by reason of work, labor, services, or materials supplied to the Licensee or anyone having a right to possession of the Property. Nothing in this Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material person 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 construction liens against the Property. If any construction lien shall at any time be filed against the Property, the Licensee shall cause it to be discharged of record within fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a construction lien within that period, then in addition to any other right or remedy available to the City, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the City may compel the prosecution _of an, action forthe foreclosure of the construction 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 10 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 construction 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 (110%) 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, material person, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Area or Property. 17. City Access to Facility 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 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 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, excluding the vault, at any time to (a) inspect the Property, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, codes, rules and regulations, (d) to show the Area, 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/municipal purposes, provided, however, that the City shall make a diligent effort to ,provideat least 24-hours advance written notice and Licensee shall have the right to have one or more of i.ts representatives or employees present during the time of any such entry. The City, its ,. officials, employees and agents shall not be liable for any loss, cost or damage to the Licensee by 11 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. 18. Indemnification And Hold Harmless. Licensee shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance by the Licensee of the services, occupancy or use contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Licensee or its employees, agents or subcontractors (collectively referred to as "Licensee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, unintentional omission or default or the negligence (whether active or passive) of the Indemnitees, or any of them or unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its officials and/or employee; (ii) the failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to statutes, ordinances, codes, rules, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Licensee, or any of its subcontractors, as provided above, for which the Licensee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 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 12 property damage resulting from Licensee's use of the Area unless said legal liability is found to be caused, in whole or in part, to an intentional act of an Indeinnitee . 19. Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the insurance as set forth in Exhibit "C" attached hereto and made a part hereof. 20. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the 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, 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 Area 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 other sources. Licensee indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the 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 property damage resulting from Licensee's use of the Area. 21. 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 13 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 issuance of a notice to proceed, the Licensee shall contact the Risk Management Department at (305) 416-1800 to schedule the inspection(s). 22. Taxes and Fees Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes, impositions or assessments levied against the Area (collectively Assessments), and/or against personal property of any kind, owned by or placed in, upon or about the Property by Licensee, including, but not limited to, ad valorem taxes, fire fees and parking surcharges. In the event Licensee appeals an Assessment, Licensee shall immediately notify the City Manager of its intention to appeal 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 (100%) of the contested Assessment with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 23. Cancellation by Request of Either of the Parties Without Cause. Either party may cancel this Agreement at any time, without cause, by giving thirty (30) days written notice to the non -canceling party prior to the effective date of the cancellation. 24. Termination by City Manager for Cause. If, at the sole and complete discretion of the City Manager, Licensee in any manner violates the restrictions, terms 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 cancelled without 14 the need for further action by the City. Upon such automatic cancellation, Licensee shall abide by the terms of Paragraph 32 herein. 25. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI City of Miami Office of the City Manager 444 SW 2 Avenue, 10th Floor Miami, FL 33130 WITH COPIES TO Director City of Miami Department of Public Facilities 444 SW 2 Avenue, Suite 325 Miami, FL 33130 City Attorney City of Miami 444 SW 2°' Avenue, Suite 945 Miami, FL 33130 26. Advertising. LICENSEE Miami Firefighters Federal Credit Union Attn: Patrick Totten, President/CEO 1111 NW 7th Street Miami, FL 33136 Licensee shall not permit any signs or advertising matter except as required by law, to be placed either in the interior or upon the exterior of the Property without having first obtained the approval of the Director or his designee, which approval may be withheld for any or no reason, at his sole discretion.. Licensee shall, at its sole cost and expense, install, provide, maintain such sign; decoration, advertisingmatter or other things as may be permitted hereunder in good 15 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 fr-orn 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 five (5) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Area an appropriate sign, plaque or historic marker indicating City's having issued this Agreement. 27. Hazardous Materials. The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the 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 16 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. 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. 28. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional infoumation regarding radon and radon testing may be obtained from your county public health unit. Licensee may, have an appropriately licensed person test the Area for radon. If the radon level exceeds acceptable EPA standards, the City may choose to reduce the radon level to an acceptable EPA level, failing which either party may cancel this License. 29. 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, including, without limitation, a City Occupational License, that are necessary for Licensee to conduct its commercial activities. Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and peiuiits. 17 30. Compliance with All Applicable Laws. Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, codes, 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. 31. 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 Property. Any ATM Equipment in or on the Area will not revert back to City but to Licensee. 32. Surrender of Area. In either event of cancellation pursuant to Paragraph 22, Paragraph 23, Paragraph 24 or Paragraph 35, 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 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 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 18 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. 33. 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, such provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 34. 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. 19 35. 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 the City Manager. 36. 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. 37. 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, as amended, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City: Licensee further covenants that, in the performance of this. Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 38. Americans with Disability Act. 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 disability) and all applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to ensure.nondiscrimination in employment of disabled persons. 20 39. Nondiscrimination. In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not discriminate in 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, 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, marital status, 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 forrns of compensation. 40. 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. 41. Litigation; Venue. Any dispute or civil action herein shall be resolved in the courts of Miami -Dade County, Florida. The parties shall first attempt to mediate any dispute without litigation. In mediating any such dispute the standards and procedures of set forth in Chapter 44, Florida Statutes, "Mediation alternatives to Judicial Action", as amended, will apply. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. 42. 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 conduct, course of dealing, statements 21 (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. 43. 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 Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Licensee. 44. 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. 45. No Interpretation Against Draftsmen. The parties agree that no provision of this Agreement shall be construed against any particular party and each party shall be deemed to have drafted this Agreement. 46. 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. 22 47. 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. 48. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venturer of the other. 49. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 50. 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. 51. 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. 52. Special Provisions. 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. 23 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,CMC Johnny Martinez, P.E. City Clerk City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By: By: Calvin Ellis, Director Department of Risk Management WITNESS: Julie O. Bru City Attorney MIAMI FIREFIGHTERS FEDERAL CREDIT UNION By: By: By: Signature Signature Print Name Print Name Signature Print Name Date 24 EXHIBIT A DESCRIPTION OF PROPERTY 1103 NW South River Drive Miami, Florida 33136 FOLIO NO. 01-3135-030-0010 LEGAL DESCRIPTION: SPORTSMAN PARK SEC B PB 55-30 TRACT A THRU C LOT SIZE 148975 SQ FT 25 u lupeny inrormation Map Page 1 of 1 My Home Miami -Dade County, Florida Property Information Map Aerial Photography - 2009 •0 This map was created on 9/9/2011 11:50:11 AM for reference purposes only. Web Site © 2002 Miami -Dade County. All rights reserved. Summary Details: olio No.: 1-3135-030-0010 roperty: 1103 NW S RIVER DR ailing ddress: frY OF MIAMI-DEPT OF &D SSET MANAGEMENT (VISION 4 SW 2 AVE STE #325 IAMI FL 3130-1910 Property Information: rimary Zone: eds/Baths: loors: d' Sq Footage: of Size: ear Built: egal escription: :000 GOVERNMENT & INSTITUTIONS 040 MUNICIPAL /0 6,078 EIMMENNINE 961 PORTSMAN PARK EC B PB 55-30 TRACT THRU C LOT SIZE 48975 SO FT Assessment Information: 143 ft Taxable Value Information: 2011 Applied Exemption/ Taxable Value: $4,421,174/ $0 $4,421,174/ $0 $4,421,174/ $0 $4,421,174/ $0 2010 Applied Exemption/ Taxable Value: $4,448,745/ $0 $4,448,745/ $0 $4,448,745/ $0 $4,448,745/ $0 http://gisims2.miamidade. gov/myhome/printmap. asp?mapurl=http://gisims2.miamidade.gov... 9/9/2011 EXHIBIT B DESCRIPTION OF AREA Offices of approximately 3,385 square feet located at 1111 NW 7th Street Miami, Florida 33136 26 1 • SE DTL ilairmeni.amr.set6}- Tj ,54 4-:13 OFFICE 2 ' - • ..• . , ?73 s 'a CC3MPUTER ROOM 3 1 CONFERENCE ROOM 0 0 OPEN TO BELOW iatr OPEN OFFICE -+W STAIR /I N0.7 'g r OFFICE 6 ® rvv BOLCOM " FLOOR PLAN I IU' •O" . F CE 4 d,;-lyn 0 ®TO. I 21 sTO. \ y vY�it PFICE 5 t a 2 ;3 r-—hlt�l-�i•� '1T TC- ep ,- LahWV Meteor att.cce► Piu V4,H 'JAM IIIETAI:L t f®®I). _ `IICALIM 3' HEAD ®ETAS_ 'FISCAL*. 3' 4' .11:11 Ibr0 EXHIBIT C 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 affording coverage for bodily injury, including death, and property damage, including coverage for premises and operations liability, products and completed operations, personal and advertising injury, contingent and contractual exposures with limits of at least $1,000,000 per occurrence, $2,000,000 policy aggregate protecting and affording coverage against all claims, demands or actions in connection arising out of the use of the property. The City shall appear listed as an additional insured on this coverage. B. "A11 Risk" special fount coverage, including theft, windstorm and flood coverage, and insuring 100% replacement cost on the building and Licensee's improvements, including all its equipment, fixtures, furniture and all other personal property in and about the property. Business Income and Extra Expense should be included preferably issued on an Actual Loss Sustained Basis. C. Automobile Liability affording coverage on all owned autos, including hired and non owned auto exposures with limits of at least $1,000,000 and listing the City of Miami as an additional insured with respect to this coverage. D. Workers' Compensation affording statutory limits for the State of Florida. The City's Department of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or security reasonably required by the City. 27 D. The policy or policies of insurance required shall provide for notice of cancellation or material changes in accordance to policy provisions. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to City of Miami, Department of Public Facilities, 444 SW 2 Avenue, 3`d Floor, Miami, Florida 33130, or such other address that may be designated from time to time. E. A current evidence and policy of insurance evidencing the aforesaid required insurance coverage shall be supplied to Department of Public Facilities of the City at the commencement of this Agreement and a new evidence and policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State, with the following qualifications as to management and financial strength: the company or companies should be rated "A-" as to management, and no less than class "V" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company or companies 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 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. 28 EXHIBIT D PROPOSED ATM.EQUIPMENT LOCATIONS 29. r • "7--7-1The Proposed ATM