HomeMy WebLinkAboutExhibit 1LICENSE AGREEMENT
This License Agreement ("Agreement") is made and entered into on this day of
, 2013, by and between the City of Miami, ("City" or "Licensee"), located at 444 SW
2nd Ave, Miami, FL 33130, and the Department of Off -Street Parking, DBA the Miami
Parking Authority ("MPA" or "Licensor"), an agency and instrumentality of the City of Miami,
located at 40 NW 3rd Street, Miami, Florida 33128 (each a "Party" or collectively the "Parties").
The Parties hereby agree as follows:
LOCATION AND TERM:
TERM: The term of this Agreement shall commence on April 1, 2013 and shall terminate,
without necessity of notice from either party, on March 31, 2018 ("Agreement Termination
Date") unless sooner terminated pursuant to any applicable provision of this Agreement
("Term").
OPTION TO EXTEND: Licensee shall have the option to extend the Term of this Agreement
through the exercise of one (1) additional one (1) year renewal options provided: (i) no default in
the obligations of Licensee exist under this Agreement; and (ii) Licensee shall provide notice to
MPA of its exercise of such option, the receipt of which shall occur no less than sixty (60)
calendar days prior to the Agreement Termination Date.
PROPERTY LOCATION: 3310-A Mary Street, Miami, Florida 33133 ("Exhibit A")
SIZE OF SPACE: 1,500 S.F. ("Exhibit B")
USE: Coconut Grove NET Office
FEES:
Licensee shall pay to MPA ONE U.S. DOLLARS ($1.00) per year beginning April, 2013.
Licensee shall, however, be responsible for ALL costs, including but not limited to utility fees,
maintenance and permits, associated with the use of the Space.
CONDITIONS:
a. Licensee shall comply with all applicable laws pertaining to Licensee's use of the
Space, including but not limited to obtaining any and all permits and licenses required
by law. Throughout Licensee's occupancy of the Space, Licensee shall: (i) neither
conduct nor permit any activity (including but not limited to sale or consumption of
food or alcohol) on or around the Space without first obtaining all necessary permits
and licenses; and (ii) maintain liability insurance in an amount satisfactory to MPA.
Vex. i3-
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b. Licensee shall keep the Space clean during the Term, shall not damage the Space in
any way, and, at the end of the Term, shall vacate the Space, leaving the Space in as
good a condition as existed at the beginning of the Event Period (the "Original
Condition"). Licensee agrees to pay MPA for the cost of any clean-up and/or repairs
made necessary by reason of Licensee's use of the Space, except for normal wear and
tear. Licensee accepts the Space in the Original Condition. Licensee accepts the
Space on an "as -is, where -is" basis and subject to all existing easements, servitudes,
licenses and rights of way.
c. The Licensee maintains a self -insured program in accordance and subject to the
limitations of Section 768.28 of the Florida Statutes. MPA accepts Licensee's
insurance coverage and agrees it satisfies the requirements of paragraph D within this
Agreement.
d. Licensee assumes all liability, and agrees to indemnify, in accordance with statutory
limits for a governmental agency (subject to any and all applicable Federal, State or
local laws regarding same,) defend and hold harmless MPA for any and all claims,
liabilities, costs and damages arising from Assumed Risks. "Assumed Risks" is any
personal injury and any loss or damage (whether by theft, collision, fire or otherwise)
whatsoever occurring to any persons or contents located in, on or about the Space
during the Term (or otherwise in connection with Licensee's use of the Space), and
including, without limitation to: (i) damage or injuries to any person using the Space;
and (ii) loss of or damage to articles left in the Space. This section shall not, in any
manner, alter or waive the MPA's sovereign immunity or extend the MPA's liability
beyond the limits established in Section 768.28, Florida Statutes.
e. MPA MAKES NO REPRESENTATIONS OR WARRANTES AS TO THE SPACE
AND SHALL NOT BE LIABLE FOR ANY OF THE ASSUMED RISKS OR FOR
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND OR NATURE, WHETHER OR NOT SUCH
DAMAGES WERE FORESEEABLE.
f. MPA and Licensee shall each have the right to terminate this Agreement at any time,
by giving written notice to the other party at least thirty (30) days prior to the
effective date of such termination. In such event, Licensee shall continue to pay
MPA all due consideration in accordance with this document prior to the effective
date of termination.
g. The Parties hereby knowingly, voluntarily and intentionally waive any right they may
have_to_a_trial_by_jury__with respect _to_ any_litigationarisingout. of, under or in
connection with this Agreement, or any course of conduct, course of dealing,
statements (whether verbal or written) or actions of any Party hereto.
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 the address indicated herein. 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:
Licensor:
Rolando Tapanes
Director of Planning & Development
Miami Parking Authority
40 NW 3rd Street, #1103
Miami, Florida 33128
With a copy to:
City of Miami
ATTN: Director
Department of Public Facilities
444 SW 2 Avenue, 3rd Floor
Miami, Florida 33130
City of Miami
City Attorney
444 SW 2 Avenue, Suite 945
Miami, Florida 33130
Kira Grossman, Esq.
Senior Executive Advisor
40 NW 3rd Street, #1103
Miami, Florida 33128
Licensee:
City of Miami
City Manager
3500 Pan American Drive
Miami, Florida 33133
THIS SECTION INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of
the day and year first above written.
Signed, sealed and delivered in the presence of:
LICENSOR: Miami Parking Authority,
an agency and instrumentality of the City of Miami
BY:
Arthur Noriega, V.
Chief Executive Officer
LICENSEE: City of Miami,
a municipal corporation of the State of Florida
BY:
Johnny Martinez, P.E.
City Manager
ATTEST:
BY:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
Calvin Ellis
Risk Management Director
Julio O. Bru
City Attorney
EXHIBIT A
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EXHIBIT B
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