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HomeMy WebLinkAboutExhibit 1REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO BARRY UNIVERSITY, INC. FOR THE USE OF THE PROPERTY LOCATED AT 350 NW 2nd AVENUE, MIAMI, FLORIDA CAO dg<a1,- TABLE OF CONTENTS 1. Recitals. 2 2. Definitions. 2 3. Purpose. 3 4. Interest Conferred By This Agreement. 3 5. Common Areas 4 6. Term 4 7. Continuous Duty To Operate. 4 8. Use Fees 5 9. Late Fee. 6 10. Returned Check Fee. 6 11. Security Deposit .6 12. Services and Utilities 7 13. Condition Of The Property. 8 14. Alterations, Additions Or Replacements. 8 15. Violations, Liens And Security Interests. 9 16. Indemnification And Hold Harmless. 10 17. Insurance 11 18. No Liability 11 19. Safety. 11 20. Taxes and Fees 12 21. Cancellation By Request Of Either Of The Parties Without Cause. 12 22. Termination By City Manager For Cause. 12 23. Notices. 12 24. Advertising. 13 25. Hazardous Materials 14 26. Radon Gas 15 27. Licenses, Authorizations and Permits. 15 28. Compliance With All Laws Applicable..... 15 29. Ownership Of Improvements 15 30. Surrender Of Area Or Property. 16 31. Severability. 16 32. Invalidity. 17 33. No Assignment Or Transfer 17 34. Public Records. 17 35. Conflict of Interest. 17 36. Americans With Disability Act 18 37. Nondiscrimination. 18 38. Amendments And Modifications. 18 39. Attorney(s)' Fees. 18 40. Litigation. 18 41. Waiver Of Jury Trial. 19 42. Waiver. 19 i 43. Time o f Essence. 19 44. No Interpretation Against Draftsmen. 19 45. Further Acts. 20 46. Third Party Beneficiary. 20 47. No Partnership. 20 48. Headings. 20 49. Authority 20 50. Entire Agreement. 20 51. Special Provisions. 20 Exhibits Exhibit A Description of Property Exhibit B Usage Areas Exhibit C Insurance Requirements ii REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made this day of 2013 between the City of Miami ("City") a municipal corporation of the State of Florida and Barry University, Inc., a not -for -profit corporation of the State of Florida ("Licensee"). WHEREAS, the City is the owner of certain real property located at 350 Northwest 2nd Avenue, Miami, Florida ("College of Police"); and WHEREAS, Licensee has requested the use of certain Areas of City -owned property for office space and classroom space, to provide educational services to City employees, their family members, and surrounding area government employees; and WHEREAS, Licensee is desirous of offering educational programs on numerous Bachelor's and Master's programs in the Areas of the Property for the benefit of members of the City of Miami Police Department, other City employees, their family members, and surrounding area government employees; and WHEREAS, the City has agreed to provide Licensee with office and classroom space in the Areas in return for Licensee providing, among other things, the Public Safety Scholarship; and WHEREAS, the City and Licensee ("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 I 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. "Areas" shall mean classroom and other spaces inside a portion of the Property located at 350 Northwest 2°d Avenue, Miami, Florida, as described and depicted in Composite Exhibit `B" and attached hereto and made a part hereof. B. "City Manager" is the City Manager for the City of Miami. C. "Effective Date" shall mean May 1, 2012. D. "Eligible Students" shall have the meaning ascribed to it in Section 8(D). In addition the Eligible Student must be an employee of the City of Miami Police Department at the time of registration for whom the City must receive a letter verifying his/her employment. Immediate family members and significant others must show proof of domicile. E. "Hazardous Material Laws" means all applicable requirements of federal, state and local environmental, public health and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable -requirements of the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. 2 F. "Immediately Family Member" shall mean a spouse, parent, sibling, grandparent, grandchild, and child, by blood, adoption or marriage. F. "Permitted Use" shall mean the educational classes of the for bachelors and masters degrees in the areas of Public Administration and Criminal Justice. ("Educational Program") to be held year round. G. "Public Safety Scholarship" shall have the meaning ascribed to it in Section 8(D). H. "Property" shall mean the city -owned real property and improvements containing approximately 112,316 square feet located at 350 N.W. 21'd Avenue, known as the Miami Police College, and as more particularly described in Exhibit "A" attached hereto and made a part hereof. I. "Significant Other" shall mean a long-term cohabitating sexual partner sharing a common domestic life. J. "Section Commander" means the Major that oversees the Training and Development Services Section. 3. Purpose. The City is the owner of the Property. Licensee has expressed its desire to provide educational services to City employees, their family members, and surrounding area government employees, and in furtherance thereof authorizes the Licensee to occupy and use the Areas for the Permitted Use, under the conditions hereinafter set forth. The use of the Areas is strictly limited to the Permitted Use and is not to be used for any other purpose whatsoever. Any use of the Areas not authorized under Permitted Use must receive the prior written consent of the City Manager or his designee, which consent may be withheld for any or no reason, including, but not limited to additional financial consideration. 4. Interest Conferred by this Agreement. This Agreement confers no exclusive possession of the Areas. The Licensee cannot exclude the City from the Areas. This Agreement solely authorizes Licensee to the temporary use of the Areas 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 3 the Areas and to use the Areas, subject to the terms of this Agreement. The City retains dominion, possession and control of the Areas. Therefore, no lease interest in the Areas 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 Areas or Property by virtue of this Agreement or its use of the Areas 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 Areas or Property by virtue of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or alterations to the Areas 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 Use Period. This Agreement is revocable -at -will by the City. This Agreement shall commence on the Effective Date and shall continue on a month -to -month basis until the first to occur of the following: is Cancellation or termination pursuant to Paragraph 21 herein; or ii. Termination by the City Manager or his designee for cause, subject to the notice provisions of Paragraph 23 herein; 7. Continuous Duty to Operate. Except where the Areas are rendered unusable by reason of fire or other casualty, Licensee shall at all times during this Agreement, occupy the Areas upon the Effective Date and shall thereafter continuously conduct operations in the Areas in accordance with the terms of this Agreement. 4 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 as follows: a) Monthly Use Fee of One Thousand Dollars ($1,000.00) for the use of the Registrar's Office. b) A per classroom fee of Thirty One Dollars and 25/100 ($31.25) per day, for a maximum classroom number not to exceed seven. c) The cost of a Public Service Aide ("PSA") of One Hundred Dollars ($100.00) per day, during the hours of classes. d) Plus all applicable taxes and permit fees, including, the State of Florida State Use Tax, if applicable, for the license to use the Areas, If Licensee elects to renew the License beginning on the renewal option period, the City has the right to increase the monthly use fee based on increased costs as provided by the Section Commander. 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. 2nd 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. B. The City will bill the Licensee two (2) weeks after each of Licensee's Winter, Spring, Summer, and Fall semesters, and the Licensee must remit full payment within thirty (30) days of receipt of same. C. The Monthly Use Fee generated from this License is restricted to the Miami Police College Revenue fund, to be utilized for future maintenance and improvements at the Police College. D. Licensee shall grant a Public Safety Scholarship award to any City of Miami Police Department employee and to any immediate family member and 5 significant other sharing domicile with the employee ("Eligible Students"), enrolling in the School. of Adult and Continuing Education ("ACE") undergraduate or graduate programs. The scholarship amount will be the difference between the average Florida state rate (as announced by Licensee annually) and the standard ACE rates. In example, for the 2011-2012 Academic Year, the undergraduate Florida state tuition rate charged will be $445 per credit; the Public Safety Scholarship will be $260 per undergraduate credit, making the rate to be paid by the scholarship recipient, $185 per undergraduate credit. For the 2011-2012 Academic Year, the graduate Florida state tuition rate is $685 per graduate credit; the Public Safety Scholarship will be $330 per graduate credit, making the rate to be paid by the scholarship recipient $335 per graduate credit. E. Licensee will assign a resource person from Barry University, Inc. to assist the City with onsite enrollment and course registration during each semester's enrollment and registration periods. 9. Late Fee. In the event any installment of the Monthly Use Fee is not received by City on or before the thirtieth (30th) day of receipt of the bill from the City, Licensee shall pay to City a late charge in an amount equal to three percent (3%) 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. 6 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 to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 11. Guaranty Deposit. Licensee shall provide a Guaranty Deposit in the amount of Seven Thousand two Hundred Dollars ($7,200.00), which is equal to six months Monthly Use Fee (or two educational quarters of three (3) months each). 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 Deposit 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 Deposit, Licensee shall reimburse the amount used, applied or retained within fifteen (15) days of the City's application of the Guaranty Deposit. The use, application or retention of the Guaranty Deposit 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 Deposit 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 Deposit (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Security. Licensee shall not be entitled to receive any interest on the Security. 12. Services and Utilities. The City, at its sole cost, shall pay for the following utilities: Electricity, water, and janitorial services. 7 13. Condition of the Area. Licensee accepts the Area "as is", in its present condition and state of repair and without any representation by or on behalf of 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. 14. 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 designee, which approval may be conditioned or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided by the City. If the City Manager or his/her designee approves such request, no 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 permits. The Licensee shall be responsible for any and all costs associated with any alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the Area, whether or not by or at the expense of the Licensee, shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. In the event of an emergency, Licensee may reasonably proceed to perform such repair work and shall immediately notify City of such work. All alterations must be in compliance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Area as they presently exist and as they may be amended hereafter. 8 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. 15. Violations, Liens and Security Interests. The Licensee shall not suffer or permit any statutory, laborers, material person, or construction liens to be filed against the title to 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 man for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Property nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any 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 for the 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 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 9 therewith. Licensee further agrees to hold City harmless from, and to indemnify the City against, any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, subcontractor, materialman, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Area or Property. 16. Indemnification and Hold Harmless. Licensee shall indemnify, defend and hold harmless, to the full extent of the available insurance required to be maintained by the Licensee, 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 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 (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, 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 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 Indemnitee. 10 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 insurance as set forth in Exhibit "C" attached hereto and made a part hereof 18. 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. 19. Safety. Licensee will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. Licensee shall have no recourse against the City, its agents, or representatives from the occurrence, non- occurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Licensee shall contact the Risk Management Department at (305) 416-1800 to schedule the inspection(s). 11 20. Taxes and Fees Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the 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 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. 21. Cancellation by Request of either of the Parties Without Cause. Either party may cancel this Agreement at any time by giving thirty (30) days written notice to the non -canceling party prior to the effective date of the cancellation. 22. Termination by City Manager for Cause. If, at the sole and complete discretion of the City Manager, Licensee in any manner violates the restrictions and conditions of this Agreement, then, and in the event, after ten (10) days written notice given to Licensee by the City Manager within which to cease such violation or correct such deficiencies, and upon failure of Licensee to do so after such written notice within said ten (10) day period, this Agreement shall be automatically canceled without the need for further action by the City. 23. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: 12 CITY OF MIAMI City Manager . Office of the City Manager City of Miami 444 SW 2 Avenue, 10th Floor WITH A COPY TO Director Department of Public Facilities City of Miami 444 SW 2 Avenue, Suite 325 Miami, FL 33130 Chief of Police Police Department City of Miami 400 NW 2nd Avenue Miami, Florida City Attorney Office of the City Attorney City of Miami 400 SW 2 Avenue, 10th Floor Miami, Florida 33130 24. Advertising. LICENSEE Barry University, Inc, Att: Joseph Keener 11300 N.E. 2nd Avenue Miami Shores, FL 33161 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 City Manager 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, 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 13 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 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 Property an appropriate sign indicating City's having issued this Agreement. 25. Hazardous Materials. The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting 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 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: 14 To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Area; To the best of its knowledge there are no Hazardous Materials presently existing on the Area. 26. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county 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. 27. Licenses, Authorizations and Permits. Licensee. shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term, of this Agreement, at its sole expense, all licenses, authorizations and permits that are necessary for Licensee to conduct its commercial activities. Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 28. 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. 29. 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. 15 30. Surrender of Area. In either event of cancellation pursuant to Paragraph 22 or Paragraph 23, 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 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. 31. 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 16 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. 32. 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. 33. 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. 34. 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. 35. Conflict of Interest. Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further 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. 17 36. 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. 37. 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 forms of compensation. 38. 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. 39. Attorney(s)' Fees. In the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees through all trial and appellate levels. 40. Litigation. Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. However, this is not intended to 18 establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. 41. 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 (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. 42. 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. 43. 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. 44. 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. 19 45. 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. 46. 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. 47. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venturer of the other. 48. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 49. 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. 50. 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. 51. 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. 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: Todd Hannon City Clerk Johnny Martinez, P.E. 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 LICENSEE: By: By: By: Signature Signature Print Name Print Name Signature Date Print Name 21 EXHIBIT "A" PROPERTY 350 NW 2 AVENUE MIAMI, FL 33130 FOLIO NO. 01-0107-050-1090 LEGAL DESCRIPTION: MIAMI NORTH PB-41 ALL BLK75 &BLK88 LESS S10FT OF LOTS 11 THRU 20 AND LESS El OFT OF N32FT OF S42FT OF LOT 20 AND LESS EXT AREA OF CURVE IN SW & SE COR FOR R/W PER UNITY OF TITLE 22 COMPOSITE EXHIBIT "B" AREAS Seven classrooms, located inside of the City of Miami's Police College Building located at 350 NW 2nd Avenue, on the 2nd floor classroom #s 214, 215 and 216; and on the 3rd floor classrooms #s 331, 332, 333 or 334. (One classroom is approximately 720 square feet) The Registrar's Office of the City of Miami's Police College Building located at 350 NW 2nd Avenue, located on the 2nd floor. As may be available, the Outside Terrace and the Lounge located on the 3`1 floor, and the auditorium located on the 2nd floor. 23 111111111111N 111111111I ""1" 11111111011111E!1•111111111111111111bE..._ ... JElleeemmeN1 Z17 MP.", 22, ...41;:41,2.Z • V.! •-• :II71,..,22471... • CITY OF /AIAMI COLLEGE OF POLICING / MIAMI-DADE SCHOOL OF LAW STUDIES, HOMELAND SECURITY, AND FORENSIC SCIENCES 1....: :. E'j+®p�®000 q_-�•�g�I�L, i =' ■* �_ .i' O,. ,� %� �� Zz a.;'�■, I cr T dll:L t.^ _ '�-1 r�"��.. r.} F �® • nnm ! , ®®®® : ®®Il®®®® 1. .1 .q® i p,.: .. 1 d®ddCJ® :IiHim ®®s1488 s.. Plo�.� .6 1, �9009 • •° R r ry , 0 0®8L� © r � i- 1 ee®eeei sz• • ® 1 l �1�3k. ^2ei�T s 1; .i>;ry _ m ' 3 }�=yT.. Fill, �•-� L ®0^J®®Oi 0 �I�: '. I. r'1r3a �'t't Ake 7 • I�.yir riE i�-t.- ,)_:�;;, 11 t'r atll " �0�®8•9 ®.-, cu , III nrAt•ni7I is7 , .a(.t.�: irr.6,:• ri:I ii r -I , @e®®®®® g•9�ipB� ®i3° C a ,,. • _ tw! { i��.nnE 1 w y ( I rrTyr.r ri4lv J, it TII ti �0®000^I ens �I ' .e ,— p t Xi 1 »7F „�,,, Y `r di '.Q®{�i�7 t • C O .._ v c 9009900 •I . cc � �"' o F 1. r �i �pSp��¢� 01�®056 ' c - �e0ii. C� • f • 1 1� g99999• • IV'..I�I. —_ tt re.,,p•I•L II Iti .I T I'r`i• 1 > l. '1.‘ r4`ta 'X 1. l LyL i•'I Li 3f} 1 a 't`r^ "4- �`' .1r �, l'� i#J!e i— tS'e000Be I p ®�eL�B. ! C S 1 f as- C f� ,_.®�� • '! itaili u f(- .p1 sl ��i t 'i4 006080 r c r• o o ,�. 3 �JJJCJ ,ate OO d, 1' Jr'J� ■ ,. —Cry {s r :ter 4 .�u I C QC� 7 •• R I� EI y'l�]J rr 86 —To • I j f �•�� . I irm 1�p a ..... pi-' ®®®®®®® Ilan•: E. 3 .. 1TI•trY �',. ;. r r r• rF .vm I ®r f•••B 1 1;2-41eo - Z. 0 S 11 II Ilir ' . til t 8 • I� ■ L.rm on i Vey MUMdroE COUNTY PUBLIC SCHOOLS naoer +aaa.ow. @Mb-wm :1RAIDFT tt TIO¢EOR O,Th SF TOM COR law CITY OF MIAMI- COLLEGE OF POLING ! MIAMI-DADE SCHOOL OF LAW STUDIES, HOMELAND SECURITY, AND FORENSIC SCIENCES masa., imam, 9115 CANDELA DIIQM BUILDING EAST EiEVATICN .20crt 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 insurance on a Commercial General liability coverage form with limits of $1,000,000 per occurrence, $2,000,000 policy aggregate affording coverage against all claims and demands, resulting out of bodily injury, including death, personal injury and property damage occurring in or about the property in connection with this agreement. The certificate should provide premises and operations liability, products and completed operations, personal and advertising injury, contingent andcontractual exposures, and fire damage to rented premises with limits of at least $100,000. The City shall appear listed as an additional insured on this matter. B. Business Automobile covering all owned autos, along with hired and non owned autos exposures, if applicable with a combined single limit of $300,000 listing the City of Miami as an additional insured. C. "All Risk" special form coverage, including theft, windstonn 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. The certificate should include coverage for business income and extra expense preferably issued on an actual loss sustained basis and affording coverage for the Monthly Use Fee, loss of profits, remuneration and the debt service payments for the alterations or improvements during the full period of reconstruction following a loss. D. Workers' Compensation Coverage- Statutory Limits State of Florida E. 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 24 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, 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, 3rd Floor, 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 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. 25