HomeMy WebLinkAboutExhibit 1LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this "Agreement") is made as of October
, 2005, between DOWNTOWN MIAMI MALL LLC, a Delaware Foreign Limited
Liability Company, qualified to do business in Florida, c/o Argent Ventures LLC,
551 5th Avenue 34th Floor, New York, NY 10176 ("Licensor"), and the CITY OF MIAMI
c/o Department of Public Facilities, 444 SW 2"d Avenue, 3rd Floor, Miami, Florida
33130 ("Licensee") (Licensor and Licensee are sometimes individually referred to as a
"Party" or collectively referred to as the "Parties").
WITNESSETH
WHEREAS, Licensor is the owner of certain real property commonly
referred to as the "Omni Center" located at 1500 North Bayshore Drive, Miami, Florida
(The "Premises");
WHEREAS, Licensee has requested that Licensor license the use of a
portion of the Premises as more particularly described herein to be used by Licensee as
a "Special Events Office" for the City of Miami Police Department (The "Licensed_Use")
and Licensor, based on the terms and conditions set forth hereunder, has agreed to
such Licensed Use.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Parties hereby agree as follows:
1. Licensed Area. Licensor hereby grants to Licensee, and Licensee
hereby accepts from Licensor, a revocable license (the "License") to use and occupy for
the Licensed Use, the space adjacent to the Premises' management office containing
approximately 2,500 square feet as depicted on Exhibit A attached hereto (the
"Licensed Area"), subject to the terms and conditions contained herein.
2. Term. The term of this License (the "License Term") shall be
month -to -month, commencing on November 1, 2005 (the "Commencement Date") and
unless otherwise provided herein, shall continue up until thirty (30) days after the date of
a notice of termination is delivered in accordance with the provisions of this License by
either Party to the other Party (the "Termination Date").
3. Consideration. The Licensee shall pay Licensor a sum of ONE
DOLLAR ($1.00) as consideration for the License, payable by or prior to November 1,
2005, for each twelve month period for which Licensee occupies said Premises.
4. Use. Licensee shall use the Licensed Area for the Licensed Use
and for no other use or purpose. Licensee agrees that it shall use the Licensed Area in
compliance with: (i) all applicable laws, rules and regulations of any governmental or
quasi -governmental authority having jurisdiction over the Premises and Licensee's use
of the Licensed Area; and (ii) all reasonable rules and regulations promulgated or
issued by Licensor from time to time.
10_Q-g5c),Ao&d.-
5. Condition of Licensed Area. Licensee represents that it has made
a thorough inspection of the Licensed Area and accepts the same in its "as is" condition
as of the date of this Agreement. Except to the extent expressly provided in Section
6(b), Licensor shall have no obligation to perform any work in the Licensed Area to
prepare the same for Licensee's use or otherwise and shall not be responsible for any
defects therein, whether latent or otherwise.
6. Alterations.
(a) Licensee shall not make any changes whatsoever to the Licensed
Area except Licensee, at its sole cost and expense, may install a telephone system and
install identifying police logos. Any and all installations of such telephone system and
logos shall be subject to the prior written approval of Licensor (including, without
limitation, the size, location and manner by which any such logos are affixed to the
Premises). If any mechanic's lien is filed against the Licensed Area or the Premises for
work claimed to have been done for, or materials furnished to, Licensee, the same shall
be discharged by Licensee within forty five (45) days after Licensee receives notice
thereof.
(b) Licensor, in order to prepare the Licensed Area for Licensee's use
thereof, shall on or before October 20, 2005, at its sole cost and expense, install its
standard grade carpeting and paint the interior walls thereof in a building standard color.
Licensor shall have no other obligation with respect to the preparation or maintenance
of the Licensed Area throughout the License Term.
7. Services. Licensor shall not be obligated to furnish any services,
or utilities to. the Licensed Area other .than the providing of electric_ and water in
sufficient capacity and quantity necessary in order to enable the use of • the Licensed
Area for the Licensed Use. However, Licensor shall not be liable to Licensee for any
failure to provide any services or utilities.
8. Maintenance and Cleaning. Licensee, at its sole cost and
expense, shall ensure that the Licensed Area at all times during the License Term is
properly maintained and cleaned in accordance with the character, reputation and
appearance of the Premises.
9. Indemnification.
(a) Licensee is a municipal corporation as defined in Section 768.28,
Florida Statutes. Each Party agrees to be fully responsible for the respective acts and
omissions of its agents or employees to the extent required and permitted by law.
Nothing herein is intended to serve as a waiver of sovereign immunity by the Licensee.
Nothing herein shall be construed as consent by the Licensee or Licensor to be sued
by third parties in any manner arising out of this Agreement, or to extend any Party's
liability beyond that provided in Section 768.28, Florida Statutes. This provision shall
survive the termination of this Agreement.
2
10. Insurance. The Licensor will, during the License Term, and at its
sole cost and expense, carry general liability and property insurance on the structure of
the Property, to the full replacement value. Licensee is self -insured.
11. End of License Term. Upon the Termination Date or earlier
termination of this Agreement, Licensee shall quit and surrender to Licensor the
Licensed Area, broom clean, in the same condition as of the date hereof, free of all of
Licensee's personal property and otherwise as required herein (the "Surrender
Condition"). The provisions of this Section shall survive the expiration or sooner
termination of this Agreement.
12. Assignment or Sub -License. Licensee shall not assign, transfer,
sub -license or otherwise encumber the License or Licensee's rights under this
Agreement, nor shall Licensee permit or suffer any other person or entity to use or
occupy all or any part of the Licensed Area, in each case, without Licensor's prior
written consent.
13. Default. In the event of a default hereunder by Licensee, Licensor
shall be entitled to exercise any and all remedies available at law or in equity, and, in
addition, may upon five (5) days' notice revoke the License granted herein whereupon
Licensee shall surrender possession of the Licensed Area in the Surrender Condition,
within thirty (30) days.
14. Notices. All notices pursuant to this Agreement shall be sent by
reputable overnight courier, hand delivery or certified mail postage prepaid, return
receipt requested, to the Parties at their respective addresses as provided herein, or to
such other address as either party hereto may hereafter designate by similar notice.
Any such notice shall be deemed given when received or delivery is rejected. Copies of
any notice sent to Licensor shall be sent to Bilzin Sumberg Baena Price & Axelrod LLP.,
200 S. Biscayne Boulevard, Suite 2500, Miami, Florida 33131, Attention: James
Shindell, Esq Copies of any notices sent to Licensee shall be simultaneously sent to
the following City representatives: City Manager, City of Miami, 444 SW 2nd Avenue,
10th Floor, Miami, Florida 33130; City Attorney, City of Miami, 444 SW 2nd Avenue, 9 th
Floor, Miami, Florida 33130; Chief of Police, 400 NW 2nd Avenue, 4th Floor, Miami,
Florida 33128; Commander, Budget Unit, Police Department, 400 NW 2nd Avenue, 4th
Floor, Miami, Florida 33128; Director, City of Miami, Department of Public Facilities,
Asset Management Division, 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130.
15. No Estate Conveyed. This Agreement does not and shall not be
deemed to: (a) constitute a lease or a conveyance of personal or real property by
Licensor to Licensee; or (b) confer upon Licensee any right, title, estate or interest in the
Premises or the Licensed Area. This Agreement grants to Licensee only a personal
privilege to use and occupy the Licensed Area for the Licensed Use during the License
Term, which privilege shall be revocable on the terms set forth herein.
16. Authority. Licensee hereby represents and warrants that it has full
right, power and authority to enter into this Agreement and perform its obligations and
_3-
agreements hereunder and that the person or persons executing this Agreement on
behalf of Licensee are duly authorized to do so. Licensor hereby represents and
warrants that it has full right, power and authority to enter into this Agreement and
perform its obligations and agreements hereunder and that the person or persons
executing this Agreement on behalf of Licensor are duly authorized to do so.
17. Access. (a) Access to and from the Licensed Area shall be
through the Bayshore Drive entrance to the Premises as shown on the site plan
attached hereto as Exhibit B attached hereto (the "Site Plan"). Licensee shall restrict its
employees and visitors, except in the event of an emergency, from utilizing any other
entranceway.
(b) Licensor and its agents and representatives shall have the right to
enter the Licensed Area upon reasonable prior notice (except in case of emergency or if
necessary to comply with any legal requirement), which notice may be oral, to perform
or comply with its obligations under this Agreement, to exercise its rights under this
Agreement and to otherwise inspect the Licensed Area.
18. Limitation of Licensor's Liability. Licensee acknowledges that
Licensor is a limited liability company. Licensee agrees that Licensee shall not seek
any personal judgment against, or levy upon any of the assets of, any current, hereafter
elected or admitted, retired, withdrawn, deceased or dismissed member or principal,
officer, director, partner or employee of Licensor, nor against or upon the assets of any
member's, partner's, principal's, officer's, director's or employee's spouse, family or
—estate for -any amounts due or which -may become due under, -in-connection with or by
reason of this License, or for the performance of any of the obligations of Licensor
under -this License. Licensee agrees that it shallbe entitled to proceed only against
Licensor's interest in the Premises and no other of its assets, for any such amounts or
for the performance of any such obligations. Nothing contained herein shall constitute a
waiver or release of any of Licensor's obligations under this License.
19. Parking. Licensee shall be entitled to ten (10) free employee
parking spaces within the indoor parking garage in the area shown on the Site Plan.
Licensee shall also be permitted to park its marked patrol cars without charge therefor
around the perimeter of the Premises and in the location shown on the Site Plan along
Bayshore Drive. Except for the foregoing, all other of Licensee's employees and visitors
shall park in the indoor garage and shall be subject to regular parking charges.
20. Entire Agreement; Governing Law. This Agreement contains the
entire understanding of the Parties hereto and supersedes any prior written or oral
agreement concerning the same. This Agreement shall be construed in accordance
with, and governed by the laws of, the State of Florida.
4
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of
the day and year first above written.
LICENSEE: LICENSOR:
CITY OF MIAMI DOWNTOWN MIAMI MALL LLC
a Delaware foreign Limited Liability Company,
qualified to do business in Florida.
BY: BY:
Joe Arriola Name
City Manager Title:
ATTEST:
BY:
Priscilla A. Thompson
City Clerk
Approved as to Form and Correctness (City of Miami) :
BY:
Jorge L. Fernandez
City Attorney
Approved as to Insurance Requirements (City of Miami):
BY:
Dania F. Carrillo
Director, Risk Management Dept.
5