HomeMy WebLinkAboutExhibit 1REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
NATIONAL JOURNALISTS' ASSOCIATION:OFCUBA IN�`�EXILE, INC.
FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT
970 SW 1 STREET, OFFICE 400fl"401
MIAMI, FLORID'
t }-k
TABLE OF CONTENTS
1. Recitals.
2. Definitions.
3. Termination of Prior Agreements
4. Purpose.
5. Interest Conferred by this Agreement.
6. Common Area.
7. Manner of Use.
8. Occupancy and Term
9. Monthly Use Fee/Manner of Payment.
10. Late Fees
11. Returned Check Fee.
12. Guaranty Deposit
13. Increase of Guaranty Deposit.
14. Adjustment to Use Fee and Guaranty Deposit c
15. Services and Utilities
16. Condition of the Property and Maintenance 1 (
17. Alterations, Additions or Replacements 11
18. Violations, Liens and Security Interests 1=
19. City Access to Property.
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20. Indemnification and Hold Harmless 1L
21. Insurance.
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22. No Liability. F
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23. Safety i i
24. Taxes and Fees: l E
25. Revocation by Request of Either, of the Parties Without Cause I(
26. Revocation,by City Manager Cause.• 1 f
27. Notices.
.28. Advertising.
29. Hazardous Materials
30. Radon Gas. 1�
31. Licenses, Authorizationsand Permits. 2(
32. Compliance with all Applicable Laws. • 2(
33. Ownership ofImprovemeits. 2(
34. Surrender of Area and"Property 2(
35. Severability. 2 1
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36. Invalidity. 2
37. No Assignment or Transfer. 2�
38. Public Records 2:
39. Conflict of Interest 2:
40. Americans with Disabilities Act 2_
41. Nondiscrimination. 2_
42. Amendments and Modifications. 2`
43. Attorney(s') Fees. 2_
44. Litigation; Venue
45. Waiver ofJury Trial.
46. Waiver.
47. Time of Essence.
48. No Interpretation Against Draftsmen.
49. Further Acts.
50. Third Party Beneficiary.
51. No Partnership.
52. Headings.
53. Authority.
54. Entire Agreement.
EXHIBIT A
EXHIBIT B
EXHIBIT C
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made this day of
, 2012, by and between the City of Miami a municipal corporation of
the State of Florida ("City") and National Journalists' Association of Cuba in Exile, Inc.
("Licensee."), a non-profit corporation incorporated under the laws of the State of Florida.
RECITALS
WHEREAS. the City and Licensee ("Parties") desire .to enter into an Agreement for the
use of City -owned property located at 970 SW 1 Street, Offices #400 and #401, Miami, Florida
("Area"); and
WHEREAS, the Miami City Commission authorized the Licensee to occupy the Area
through Resolution 12-
WHEREAS, Licensee's organizatiorial=purpose is to provide unification of Cuban
journalists living in exile through community activities;
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 permits only certain, enumerated, specific, listed permitted
uses and does not per-mit a iything further; and
WHEREAS, this Agreement is subject to the audit and inspection rights set forth in
Sections 18-100 and 18-102 of the Code of the City of Miami, Florida as amended ("Code"); and
WHEREAS, this Agreement permits only certain enumerated, specific, listed permitted
uses, and does not permit anything further.
WHEREAS, this Agreement confers no exclusive possession of the Area; and
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WHEREAS, this Agreement does not convey or transfer any right to exclude the City
from any real property; and
WHEREAS, the City and Licensee desire and intend to enter into this Agreement; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these
recitals; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
parties hereby agree as follows:
1. Recitals.
1.1 The foregoing recitals are hereby incor
porated and made a part.:of this Agreement
2. Definitions.
2.1
"Area" shall mean Room 400-401, consisting of a total square footage of
approximately 590 square feet of office space; depicted as Exhibit "A" attached
hereto and made a part hereof, located on the 4t floor- of the 970 SW 1 Street
building adjacent to the Manuel Artime Tlaeatre.
2.2 "City Manager" shall mean the City Managerfor'the City of Miami.
2.3 "Director' shall mean the Director>of the Public Facilities Department for the
City of Miami.
2.3 "Effective Date' shall meanOctober 1, 2012.
2.4 "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.
2.5 "Parties" shall mean the City and the Licensee.
2.6 "Permitted Use" shall mean the use of the subject City -owned property primarily
and principally as an office and meeting space to unify Cuban journalists living in
exile and for no other purposes without the prior written consent of the City
Manager which may be withheld.
2.7 "Property" shall mean the City -owned real property and improvements containing
approximately of 77,660 adjusted square feet of building space on a 83,334 square
foot lot located identified under Folio 01 4`1:38-003-1200, as more particularly
described in Exhibit "B" attached hereto and made a part hereof _ :.
3. Termination of Prior Agreements.
Licensee acknowledges the termination of the Revocable License Agreement, entered. on
August 1, 2000, as amended, between it and the City,and any and'all other similar agreements
with the City of Miami, Florida granting to Licensee any right of possession or occupancy of a
City area or property. Licensee, for itself and.its successors and assigns, hereby waives any
notice of termination of such agreements that it would otherwise have been entitled to, whether
in law or in equity. The provisions of this Section shall survive the termination of this
Agreement.
4. Purpose.
The City is the owner of the Property. The City has determined that the Area within the
Property is not needed at this time by any of the City's offices or departments. The City has
expressed its desire to assist the Licensee in accomplishing its purpose and in furtherance thereof
authorizes the Licensee to occupy and use the Area for the Permitted Use, under the conditions
hereinafter set forth. The use of the Area is strictly limited to the Peuuitted Use and is not to be
used for any other purpose whatsoever. Any use of the Area not authorized under the Permitted
Use must receive the prior written consent of the City Manager or his/her authorized designee,
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which consent may be withheld, denied, or conditioned for any or no reason, including, but not
Limited to additional financial consideration.
5. Interest Conferred by this Agreement.
This Agreement confers no exclusive possession or tenancy of the Area or Property. 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
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described herein on the Property and to use the Area subject- to the terms of this, -Agreement.
The City retains 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 by virtue of
this Agreement or its use of the Area hereunder. Additionally, Licensee does not and shall not
claim at any time any interest or estate of any`kind or extent' whatsoever in the Area by virtue of
any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or
alterations to the Area which may be authorized by the City.
6. • Common Area:
Licensee shall have the nonexclusive right to use the common areas of the Property
during the term of this Agreement for the purposes intended, subject to such rules and
regulations as City;may establish from time to time.
7. Manner of Use.
Licensee's use of the Area is non-exclusive and Licensee acknowledges and agrees to
abide by the terms and obligations as set forth in the services to be provided, manner of
operation, use areas and maintenance and utility obligations, provided however, the City agrees
not to enter into another License Agreement or other similar Agreement for this Area that would
interfere with Licensee's ability to operate on the Property.
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8. Occupancy and Term.
This Agreement is revocable -at -will, subject to the notice requirements below. Unless
this Agreement is revoked or terminated as provided in this Agreement, this Agreement shall
commence on the Effective Date and shall continue on a month -to -month basis until the first to
occur of: (i) revocation or termination of this Agreement by either party upon written
notification, or (ii) revocation or termination of this Agreement subject to the notice provisions
found within the paragraphs for "Revocation by Request of Either of the Parties Without Cause"
or "Revocation by City Manager for Cause."
9. Monthly Use Fee/Manner of Payment.
In consideration of this Agreement,, to
Licensee shall pay;City
Commencing on the Effective Date of thisand Agreement, a-':on:the first (1st) day of each
month thereafter, during the term of the Agreement, a Monthly Use Fee in the amount of Three
Hundred Three Dollars and 85/100 $303.85 ( ), plus State ofVFlorida Use Tax (if applicable) for
the Licensee to use the. Area, to the'following address:
City of Miami
Department of Finance
Attention: Treasury Management/Receipts
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
10. Late Fees.
In the event any Use Fee payment is not received by the City on or before the fifth (5th)
day of the month, Licensee shall pay to City a late charge in an amount equal to three percent
(3%) or Two Hundred Dollars ($200.00) per day, whichever is greater. 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.
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11. 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 ("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 $800.01 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, constitutea 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.
12. Guaranty Deposit.
The City acknowledges that the Licensee provided the City with deposits totaling
Seventy-one Dollars and 53/100 ($71.53), hereinafter referred to as the Guaranty Deposit, as
required under the Revocable License Agreement entered on August 1, 2000, as amended. As
such, Five Hundred Thirty-six Dollars and 17/100 ($536.17) will be required a Guaranty Deposit
amount:
If the 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, Licensee shall reimburse the amount
used, applied or retained within fifteen (15) calendar 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
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for under this Agreement or at law and shall not limit any recovery to which City may be entitled
otherwise.
Provided Licensee is not in violation of this Agreement, the 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 Property 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 Guaranty Deposit. Licensee shall not be entitled to receive;: any interest on the Guaranty
Deposit.
13. Increase of Guaranty Deposit.
If Licensee is in violation of this Agreement more than two (2) times within any twelve
(12) month period, irrespective of whether or not such violation is cured, then, without limiting
City's other rights and remedies provided for in this Agreement or at law or equity, the
Guarantee Deposit shall automatically be Increase
three 3 "times the Guarantee Deposit
then in place. This increase shall be paid by Licensee to City forthwith on demand.
14. Adjustment to Use Fee arid Guaranty Deposit.
The Use Fee and Guaranty Deposit shall be increased every October 1 by three percent
(3 %.
15. Services.. and Utilities:;.
1 6. 1 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, storm water fees, gas, telephone, television, cable,
telecommunications, inteniet, 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.
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.
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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 Property 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.
16.2 City's Responsibility.
City, at its sole cost, shall pay for the following:utilities None.
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 maybe' 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,
alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no
respect be liable forany 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'r;obligations hereunder be affected or reduced thereby.
16. Condition of the Property and Maintenance.
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 Property. Licensee, at its
sole cost, shall maintain the Area in its current condition, subject to reasonable wear and tear,
ordinary wear and tear excepted, at all times and in an attractive, clean, safe and sanitary
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condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all
interior and exterior non-structural repairs to the Area required or caused by Licensee's use of
part thereof. Licensee shall, at all times, be responsible for the condition of the Area and shall
perform repairs required in a timely manner so as to prevent injury to person and waste to
property.
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.
17. Alterations, Additions or Replacements.
Except in the event of an emergency, Licensee shall not make any repairwithout 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 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, 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 Property 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.
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18. Violations, Liens and Security Interests.
The Licensee shall not suffer or permit any tax, statutory, laborers, material person, or
construction liens to be filed against the title to the Area or the Property, nor against any
alteration by any reason, including but not limited to, by reason of work, labor, services, tax
liabilities or materials supplied to the Licensee or anyone having a right to possession of the
Area. 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 Area nor as giving the Licensee the right, power or
authority to contract for or permit the rendering of anyservices or the furnishingOany materials
that would give rise to the filing of any construction liens against the Property. If any
construction, tax or other lien shall at any time be filed against the Property, the Licensee shall
cause it to be discharged of record within fifteen (15) calendar days after the date the Licensee
acquires knowledge of its filing. If the Licensee shall,, fail to discharge a construction or other
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 favorof 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 person 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
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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 Property.
19. City Access to Property.
City and its authorized representative(s) shall have at all times access to the Area. City
will maintain a complete set of keys to the Area. Licensee, at its sole cost and expense, may
duplicate or change key locks 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 at any time to (a) inspect the Area,
(b) to perform any obligations of Licensee hereunder which Licensee has failed to perfoiiu after
written notice thereof to Licensee, Licensee::, n
ed such matter within ten (10)
calendar 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 Property, inclusive of the Area, toprospective 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
provide atIeast 24-hours advance written notice and Licensee shall have the right to have one or
more of its representatives or employees present during the time of any such entry. The City, its
officials, employees ,and agents, shall not be liable for any loss, cost or damage to the Licensee
by reason of the exercise by the City of the right of entry described herein for the purposes listed
above. The making of periodic inspection or the failure to do so shall not operate to impose
upon City any liability of any kind whatsoever nor relieve the Licensee of any responsibility,
obligations or liability assumed under this Agreement.
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20. 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 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,. omission or
default or 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; 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, 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 hannless 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 voluntarily and knowingly 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. The Licensee affirms that the granting of this Agreement is
good, sufficient and independent consideration granted by the City for this Indemnification and
Hold Harmless, which shall survive the termination or expiration of the Agreement.
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21. 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. The City is self insured.
22. 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'`ofthe Property,
or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures ofthe Area, or from hurricane or any
act of God or any act of negligence of any:;11-Ser,of the facilities or occ upants 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 Area 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 anyofits 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 injury, death'or property damage resulting from Licensee's use of the Area.
23. 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-
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occurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Licensee
shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s).
24. 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 Property
(collectively Assessments), its proportionate share of use of the Property 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, if any, 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/her authorized designee, or other security reasonably satisfactory to the City Manager, or
his/her authorized 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 incun-ed in connection with it
25. Revocation by Request of Either of the Parties Without Cause.
Either party may revoke this`'Agreeinent at=any time without cause by giving not less than
thirty (30). calendar days written notice to the non -revoking party prior to the effective date of the
revocation.
This. is a revocation for convenience clause and neither party shall have any recourse
against the other party due to the exercise of such revocation provided; however, Licensee must
pay its fees due to the .City under this Agreement through the effective date of such revocation.
26. Revocation 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) calendar days written notice given to Licensee by the City Manager within which to cease
such violation or correct such deficiencies, or begin to correct deficiencies that are by their
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nature not correctable within ten (10) calendar days, and upon failure of Licensee to do so after
such written notice within said ten. (10) calendar day period, this Agreement shall be
automatically revoked without the need for further action by the City. Upon such automatic
revocation, Licensee shall abide by the terms of Paragraphs 8 and 27 herein.
27. 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:(5`h) day after being posted or the date of
actual receipt, whichever is earlier:
CITY OF MIAMI
City of Miami
Office of the City Mana er
444 SW 2"d Avenue, 10t Floor
Miami, Florida 33130::-
WITH COPIES TO:
City Attorney
City of Miami.
444 SW 2"d Avenue, Suite;;
Miami, Florida 33130
Director
City of Miami
Department of Public: Facilities
444 SW 2"d Avenue, Suite 325
Miami, Florida 33130
28. Advertising.
LICENSEE
Executive Director
National Journalist Asstr'. of Cuba in Exile, Inc.
970 SW 1 Street,#400-401
Miami, Florida 331`25
Licensee shall not permit any signs or advertising matter to be placed either in the interior
or upon the exterior of the Area or Property without having first obtained the approval of the
Director or his/her designee, which approval may be withheld for any or no reason, at his/her
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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 approvals, permits, or other required
approvals by whatever name called, from all governmental authorities having jurisdiction, and
must comply with all applicable requirements set forth in the Miami -Dade County Code, the City
of Miami Code and Zoning Ordinance. Any signage existing as of the date of this Agreement is
in compliance with the requirements in this section. Upon the revocation. or expiration of this
Agreement, Licensee shall, at its sole cost and expense, remove any,sign, decoration, advertising
matter or other thing permitted hereunder from the Property. If any part of the Area or Property
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 or
Property within ten (10) calendar days after receipt .of written notice from City directing the
required repairs, City shall cause the Area or Property to be repaired at the sole cost and expense
of Licensee. Licensee shall pay City the full.cost of such repairs within five (5) business 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, plaque or historic marker indicating City's having
issued this Agreement;
29. 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"V, 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
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within, on, under or about the Area or Property or required for the Licensee's use of any
Hazardous Materials in or about the Area or Property in conformity with all applicable
Hazardous Materials Laws and prudent industry practices regarding management of such
Hazardous Materials. Upon revocation or expiration of this Agreement, the Licensee shall, at
its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed
in or about the Area or Property by the Licensee or at the Licensee's direction, to be removed
from the Area or Property 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 shall survive the revocation or expiration of
this Agreement.
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
To the best of its knowledge there are no Hazardous ;Materials presently existing on the
Property.
30. 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 Property 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.
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31. 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 local, state and federal 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.
32. 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 Agreernetrr shall be construed and enforced
according to the laws of the State of Florida.
33. Ownership of Improvements.
As of the Effective .Date and throughout the use period, all buildings and improvements
in the Area or on the Property shall.be vested with the City. Furthermore, title to all Alterations
made in or to the Area or Property, whether or not by or at the expense of Licensee, shall, unless
otherwise provided by written agreement, immediately upon their completion become the
property of the City and, shall remain Fand be surrendered with the Property.
34. Surrender of Area and Property.
In either event of termination or revocation of this Agreement, Licensee shall peacefully
surrender the Area bro.orri cleaned 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.
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
such damage to the Area within ten (10) calendar days after receipt of written notice from City
directing the required repairs, City may cause the Area to be repaired at the sole cost and expense
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J
of Licensee. Licensee shall pay City the full reasonable cost of such repairs within ten (10)
calendar 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 of this Agreement.
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 ,l
at Licensee's sole
cost and expense.
35. 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
should any provision,
those: provisions, which do not affect the parties intent for this Agreement,
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. .
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36. 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.
37. 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 revocation of this Agreement without notice by the City
Manager.
38. Public Records.
Licensee understands that the public shall have access; at all reasonable times, to City
contracts, subject to the provisions of Chapter U9, Florida Statutes, and agrees to allow access
by the City and the public to all documents subject to disclosure under applicable law.
39. Conflict of Interest.
Licensee is aware of the conflictof 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 StateofFlorida 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:°,T°icensee further covenants that, in the perfolivance 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.
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40. Americans with Disabilities 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.
41. 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 employmen because of
race, ancestry, national origin, color, sex, religion, age, disability, familial status, marital status
or sexual orientation. Licensee and/or its authorized agents will insure that its employees are
fairly treated during employment without:; regard to their race, national origin, ancestry, color,
sex, religion, age, disability, familial status, marital status or sexual orientation. 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.
42. Amendments and;Modifications.
No amendments or modifications to this Agreement shall be binding on either party
unless approved by the City Commission; approved as to legal foul.' and correctness by the City
Attorney, provided in writing and signed by both parties.
43. 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.
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performance, equitable or injunctive relief.
45. Waiver of Jury Trial.
44. Litigation; Venue.
Any dispute or civil action herein shall be resolved in the courts of Miami -Dade County,
Florida. The parties shall attempt to mediate any dispute without litigation. If the parties agree
to mediate 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
The parties hereby knowingly, irrevocable, voluntarily and intentionally: waive any right
either may have to a trial by jury in respect of any acfion, proceeding or counterelaiin 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.
46. 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 mariner 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.
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47. 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.
48. 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. This Agreement
is the result f 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.
49. 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 ;eat i agreeto 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.
50. 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.
51. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal,
agent, partner or joint venture of the other.
52. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
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53. 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.
54. Entire Agreement.
This instrument and its attachments constitute the sole) and only:agreement of the Parties
hereto and correctly set forth the rights, duties and obligations of each to the. other as of its date.
Any prior agreements, promises, negotiations or representations not expressly, set forth in this
Agreement are of no force or effect.
THIS SECTION INTENTIONALLY, LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and
year first above written.
ATTEST:
By:
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Calvin Ellis, Director
Department of Risk Management .
ATTEST:
WITNESSES:
By:
By:
Signature Signature
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Dwight S. Danie, MSL Johnny Martinez, P.E.
City Manager
APPROVED AS TO ;FORM AND
CORRECTNESS:
Julie O. Bru
City Attorney
Print Name
Print Name
Title Authorized Officer
Date
CORPORATE SEAL
27
EXHIBIT A
AREA
28
EXHIBIT B
PROPERTY
Folio Number: 01-4138-003-1200
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EXHIBIT C
INSURANCE REQUIREMENTS
I. Commercial General Liability (Primary & Non Contributory)
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $300,000
General Aggregate Limit $600,000
Products/Completed Operations $300,000
Personal and Advertising Injury $300,000.
Damage to Rented Premises $50,000
Endorsements Required
City of Miami included as an additional insured
Contingent Liability & Contractual Liability
Premises & Operations Liability
II. Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single. Limit
Any Auto/Owned Autos/Scheduled
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 300,000
Endorsements Required
City of Miami included'as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
Employer's Liability
Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy hrnt
IV. Property Coverage
Special Form Causes of Loss Form insuring against? all risk of direct physical loss or
damage, including optional coverage for theft, windstorm, ;,hail, and flood, as applicable and
subject to replacement cost valuation on „all of the Licensee's business personal property,
including improvements and betterments,~ equipment, fixtures, furniture and all other personal
property in and about the property. The certificate should also contain coverage for business
income and extra expense, and provide a maximum deductible of $5,000 as to all other perils,
and 5% on the perils of windstorm and hail.
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer not less than (30) calendar days prior to any such cancellation
or material change, or inaccordance to policy provisions. The City 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.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated nb less than "A-" as to management, and no less than "Class V" as
to Financial Strength, by the, latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance
are subject to review and verification by Risk Management prior to insurance approval.
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