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REVOCABLE LICENSE
ISSUED BY THE
CITY OF MIAMI
TO
BEASLEY FM ACQUISITION CORP.
FOR THE OCCUPANCY OF THE PROPERTY
LOCATED AT 3965 RICKENBACKER CAUSEWAY
MIAMI, FLORIDA
TABLE OF CONTENTS
1. Recitals 2
2. Definitions 2
3. Permitted Use(s) 3
4. Manner of Property Use. 4
5. Occupancy and Use Period. 4
6. Duty to Operate for Public Purpose. 4
7. Interest Conferred by this License. 4
8. Use Fee 5
9. Late Fee 5
10. Returned Check Fee. 6
11. Guaranty Deposit. 6
12. Condition of the Property and Maintenance. 7
13. Services and Utilities. 7
14. Performance of Improvements, Alterations, Additions, Replacements 9
15. Violations, Liens and Security Interests. 10
16. City Access to Property. 11
17. No Liability. 12
18. Additional Expenses. 13
19. Indemnification and Hold Harmless. 13
20. Insurance. 14
21. Safety. 14
22. Taxes and Fees. 14
23. Automatic Revocation. 15
24. Notices. 15
25. Advertising 16
26. Hazardous Materials. 16
27. Radon Gas. 17
28. Licenses, Authorizations and Permits 18
29. Compliance with all Applicable Laws. 18
30. Surrender of Property 18
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31. Termination of Prior Agreements. 19
32. Severability. 19
33. Invalidity. 20
34. No Assignment or Transfer 20
35. Public Records. 20
36. Conflict of Interest. 21
37. Americans with Disabilities Act. 21
38. Nondiscrimination 21
39. Amendments and Modifications. 22
40. Attorney(s') Fees. 22
41. Venue. 22
42. Waiver of Jury Trial. 22
43. Waiver 22
44. Time of Essence. 23
45. No Interpretation Against Draftsmen 23
46. Further Acts. 23
47. Third Party Beneficiary 23
48. No Partnership. 24
49. Headings. 24
50. Authority. 24
51. Execution requirement. 24
52. Bond compliance. 24
53. Entire License. 24
54. Damage and Destruction 25
EXHIBITS
Exhibit A Property
Exhibit B Insurance Requirements
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REVOCABLE LICENSE
This Revocable License ("License") is entered this day of , 2013, by
and between the City of Miami, a municipal corporation of the State of Florida ("City"), and
Beasley FM Acquisition Corp., a corporation incorporated under the laws of the State of Florida
("Licensee"), together the Parties ("Parties").
RECITALS
WHEREAS, the City of Miami ("City") is the owner of real property located at Virginia
Key, Miami -Dade County, Florida ("Property"); and
WHEREAS, Beasley -Reed Acquisition Partnership has occupied the Property since
August 14, 1996 for the purpose of housing a broadcasting facility; and
WHEREAS, the City and Beasley FM Acquisition Corp ("Licensee") desire to enter into
a Revocable License ("License") for Licensee's continued use of the Property to ensure receipt of
uninterrupted revenue to the City and to allow the general public to benefit from this
broadcasting facility; and
WHEREAS, this License is not assignable; and
WHEREAS, this License is revocable at -will by the City, without the consent of the
Licensee; and
WHEREAS, this License does not transfer an interest in real property including any
leasehold interest in real property owned by the City; and
WHEREAS, this License does not confer a right to use any real property for any general
purposes; and
WHEREAS, this License permits only certain, enumerated, specific, listed permitted
uses and does not permit anything further; and
WHEREAS, this License is subject to the audit and inspection rights set forth in
Sections 18-100, 18-101 and 18-102 of the Code of the City of Miami, Florida as amended
("Code"); and
WHEREAS, this License confers no exclusive possession of the Property; and
WHEREAS, this License does not convey or transfer any right to exclude the City from
any real property; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these
recitals;
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
Parties hereby agree as follows:
1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this License.
2. Definitions.
2.1 "City Manager" means the City Manager for the City.
2.2 "City -sponsored Event" means an event sponsored by the City on the Property.
2.3 "Director" means the Director of the Department of Public Facilities for the City.
2.4 "Effective Date" means September 3, 2013.
2.5 "Environmental 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 Envirorunental Reorganization Act of 1975.
2.6 "Parties" means the City and the Licensee.
2.7 "Property" means the approximately two and two -tenths acres of City -owned real
property and improvements located at 3965 Rickenbacker Causeway, Miami,
Florida, as more particularly shown and described in the map found in Exhibit
"A" attached hereto and made a part hereof.
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2.8 "Use Fee" means the monthly fee that Licensee shall pay to the City for the use
of the Property.
3. Permitted Use(s).
3.1 Permitted Use(s).
Subject to existing zoning, all goverrunental restrictions and the issuance of this License,
this License authorizes the Licensee, its officers, employees and invitees to occupy and use the
Property detailed in Exhibit A, solely for the maintenance and operation of a broadcast tower and
communications facility and no other business activities ("Permitted Uses'). In addition,
Licensor expressly consents to authorize Licensee to contract with third parties who wish to
utilize the broadcast tower and Property for Permitted Uses under the same terns of this License
and, subject to any such third party providing Licensor the same (i) insurance coverage required
of Licensee and (ii) indemnification required of Licensee. The transmission of obscene or
indecent programming from the Property is specifically prohibited. The Licensee shall request
prior written consent from the City Manager to use the Property for any other use and Licensee
shall not be authorized to use the Property for that use until the Licensee has received the written
consent of the City Manager, which consent may be approved, conditioned or withheld in his or
her sole discretion.
Licensee and its patrons shall access and exit the Property solely through designated
areas and shall not use any areas not designated as proper entrance and exit points. The Licensee
is strictly prohibited from operating and offering any water sports activities on the Property,
including but not limited to kayaking, paddle boarding, sailing, fishing, jetski and motorized
vessel activities. The sale, distribution and/or consumption of alcoholic beverages at the
Property is prohibited. Similarly, Licensee is prohibited from operating any concession sales of
any type.
Licensee shall operate, manage, supervise and administer activities during its use of the
Property as an independent contractor and not as an employee of the City.
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4. Manner of Property Use.
Licensee's use of the Property is nonexclusive and Licensee acknowledges that the City
and other users may use the Property and Licensee's use shall not conflict with other Property
users. Licensee acknowledges and agrees to abide by the terns and obligations related to this
License as to the Permitted Uses, manner of operation, designated use areas and maintenance and
utility obligations.
5. Occupancy and Use Period.
This License is revocable at -will. Unless this License is revoked or terminated as
provided in this License, this License shall commence on September 3, 2013 ("Effective Date")
and shall continue on a month -to -month period subject to the notice provisions of Paragraph 24
herein.
6. Duty to Operate for Public Purpose.
Licensee, at all times during Licensee's use of the Property, shall utilize the Property
solely in furtherance of the Permitted Uses described in Paragraph 3 herein.
7. Interest Conferred by this License.
This License confers no exclusive possession or tenancy of Property. The Licensee
cannot exclude the City from the Property. Licensee agrees that this License has been issued by
the City to authorize Licensee to occupy the Property solely for the limited purpose of
operating a broadcast tower and communications facility, and for no other purpose.
The Parties hereby agree that the provisions of this License 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 described herein on the Property and to use the
Property, subject to the terms of this License. The City retains dominion, possession and
control of the Property. Therefore, no lease interest in the Property 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 Property by virtue of this License or its use of the
Property hereunder. Additionally, Licensee does not and shall not claim at any time any
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interest or estate of any kind or extent whatsoever in the Property by virtue of any expenditure
of funds by the Licensee for improvements, construction, repairs, partitions, or alterations to
the Property which the City may authorize. No license coupled with an interest or any type of
real estate interest or estate will be acquired by Licensee by virtue of this License or any
payment or other activity under it.
8. Use Fee.
Commencing on the Effective Date of this License, and on the first day of each month
thereafter during the term of the License, Licensee shall pay to the City a Use Fee of Sixteen
Thousand Two Hundred Fifty Dollars ($16,250.00), plus State of Florida State Use Tax, if
applicable for the license to use the City's Property. The 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 the following address:
City of Miami
Asset Management Division
ATTN: Lease Manager
444 S.W. 2nd Avenue, 31.d Floor
Miami, Florida 33130
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.
9. Late Fee.
In the event any installment of the monthly Use Fee is not received by City on or before
the fifth day of the month, Licensee shall pay to City a late charge in an amount equal to ten
percent (10%) of the 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.
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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 ("Returned Check Fee") based on the following schedule:
Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 $30.00
$300.01 - 800.00 $40.00
OVER $800 5% of the returned amount.
The Returned Check Fee shall constitute additional fees due and payable, to City by Licensee,
upon the date of payment of the delinquent payment referenced above. Acceptance of
Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with
respect to such overdue amount nor prevent City from the pursuit of any remedy to which City
may otherwise be entitled.
11. Guaranty Deposit.
Simultaneously with the execution of this License, the Licensee shall deposit with City a
Guaranty Deposit in the amount of Sixteen Thousand Two Hundred Fifty Dollars ($16,250.00)
as guarantee for the full and faithful performance by Licensee of all obligations of Licensee
under this License or in connection with this License.
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 License, or (iii) any sum
which City inay expend or be required to expend as a result of Licensee's violation. Should the
City use, apply or retain all or any part of the Guaranty, Licensee shall reimburse the amount
used, applied or retained within fifteen (15) days of the City's application of the Guaranty
Deposit. The use, application or retention of the Guaranty Deposit or any portion thereof by the
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City shall not prevent the City from exercising any other right or remedy provided for under this
License 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 License, 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.
12. Condition of the Property and Maintenance.
Licensee accepts the Property "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 Property. Licensee, at its
sole cost, shall maintain the Property in good order and repair during its period of use and in an
attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto, ordinary
wear and tear excepted. License shall be responsible for all repairs to the Property required as a
result of Licensee's use thereof. Licensee shall be responsible for the maintenance and condition
of the Property during its period of use and shall perfonn repairs required in a timely manner so
as to prevent injury to person and waste to property. Notwithstanding the foregoing, Licensee
shall not be responsible for any maintenance or repairs that are required as a result of the
disposal of the dredge material from the Port of Miami tunnel project ("Tunnel Project.")
Except as set forth above, Licensee agrees to make all changes necessary to the Property
at Licensee's sole cost and expense in order to comply with all City, county, state and federal
code requirements for Licensee's use or occupancy thereof.
13. Services and Utilities.
13.1 Licensee's Responsibilities.
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Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is
not limited to, electricity, water, stonn water fees, gas, telephone, television, cable,
telecommunications, internet, garbage and sewage disposal used by Licensee during its
occupancy of the Area, as well as all costs for installation of any lines and equipment necessary.
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.
Licensee, at its sole cost, shall install and maintain all utilities required for its use of the
Area during its period of use and install separate utility meters and arrange separate and direct
billing to Licensee by the applicable utility company for such services. In the event that the City
is billed for any additional utility or service that is a result of Licensee's use of the Property, the
Licensee shall reimburse such amount to the city within five (5) calendar days of notification of
the City's receipt of said bill. Licensee and its representatives, agents or patrons shall not use the
City's telephone equipment or services.
The City is not a guarantor or in any manner responsible for payment of Licensee's
responsibilities as they are set forth in this License.
Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and
hire pest and termite control services for the Property, as needed, to insure that the Property
will during Licensee's period of use 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 any of its vehicles parked within the Area from storms and other "Acts of God" as
that tern is defined by Florida law.
13.2 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 Property, to which Licensee may be entitled hereunder,
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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 for any failure of the utility companies or governmental
authorities to supply utility service to Licensee or for any limitation of supply resulting from
governmental orders or directives. Licensee shall not claim any damages by reason of the
City's or other individual's interruption, curtailment or suspension of a utility service, nor shall
the Revocable License or any of Licensee's obligations hereunder be affected or reduced
thereby.
14. Performance of Improvements, Alterations, Additions, Replacements.
The City has title to all permanent improvements on the Property. Upon the expiration or
revocation of this License, title to all permanent improvements constructed on the Property shall
continue with the City and Licensee shall quietly and peaceably deliver the same to the City.
All improvements, furnishings and equipment constructed or installed on the Property by
the Licensee shall be personal property and the Licensee shall have legal title thereto during the
tern of this License. Title to all supplies, furnishings, inventories, removable fixtures and
removable equipment including the radio tower and antenna system and other personal property
shall remain vested with Licensee and it shall have the right to remove such items from the
Property at its expense, unless it is then in violation hereunder.
Should Licensee elect, it shall have the right to leave the radio tower and antenna system
on the premises at the revocation or termination of this License and said action shall be deemed
to constitute a gift of same to the City.
Except in the event of an emergency, Licensee shall not make any hnprovement,
alteration, addition or replacement required or permitted to be performed by Licensee unless and
until Licensee shall have caused plans and specifications therefore to be prepared, at Licensee's
sole expense, by an architect or other duly qualified person and shall have obtained City
Manager's approval, which approval may be conditioned or withheld for any or no reason
whatsoever.
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The Licensee shall submit to the City the plans and specifications. 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
improvements, alterations, additions or replacements including, but not limited to, design,
construction, installation, and permitting costs.
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. By the installation of any improvement, alteration, addition or replacement, the City
shall not be excluded from the Property. Upon the termination or revocation of this License, the
Licensee shall restore the Property to its original, or better, state.
15. 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 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
License 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 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, 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) 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
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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 License 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 reasonable attorneys' fees, to be incurred in connection therewith.
16. City Access to Property.
City and its authorized representative(s) shall have at all times access to the Property.
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 Property at any time to (a) inspect the
Property, (b) to perform any obligations of Licensee hereunder which Licensee has failed to
perform after written notice thereof to Licensee, Licensee not having cured such matter within
ten (10) days of such notice, (c) to assure Licensee's compliance with the terns and provisions
of this License and all applicable laws, ordinances, codes, rules and regulations, (d) to show the
Property to prospective purchasers or tenants, and (e) for other purposes as may be deemed
necessary by the City Manager in the furtherance of the City's corporate/municipal purposes;
provided, however, that the City shall make a diligent effort to provide at least 24-hours
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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, and provided such
activities do not unreasonably interfere with the Licensee's use of the Property. 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 License.
17. 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, their
officers, agents, employees, invitees or patrons occurring in or about the Property 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 Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from
hurricane or any act of God or any act of negligence of any user of the facilities or occupants of
the Property or any person whomsoever whether such damage or injury results from conditions
arising upon the Property or upon other portions of the Property or from other sources, except
damage or injury resulting from the negligent performance or failure of performance on the part
of the City, its agents, representatives or employees, or failure of the City to perform its
covenants under this License.
Licensee further acknowledges that as lawful consideration for being granted the right to
utilize and occupy the Property, Licensee, on behalf of itself, its 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 Property,
other than injury, death or property damage resulting from the negligent performance or failure
of performance on the part of the City, its agents, representatives or employees, or failure of the
City to perform its covenants under this License.
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Notwithstanding the foregoing, Licensee shall not be responsible for any injury to or
death of any person or damage to or destruction or loss of any property resulting from or in
connection with the disposal of dredge material due to the Tunnel Project.
18. Additional Expenses.
Under no circumstances will the City be liable for any costs or expenses incurred by
Licensee under this License or as a result of its programs or related activities beyond those that
are specifically set forth in this License.
19. Indemnification and Hold Harmless.
Licensee shall indemnify 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 (excluding 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 obligations in this License 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"), or, (ii) the failure of the Licensee to comply with any of
the terms 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 License. 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. The City agrees that Licensee
shall not indemnify the City for loss, costs, penalties, fines, damages, claims, expenses or
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 the disposal of dredge material
on the Property from the Tunnel Project.
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The Licensee affirms that the granting of this License 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 License.
20. Insurance.
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times
throughout the period of this License, the insurance as set forth in Exhibit "B" attached hereto
and made a part hereof.
21. Safety.
Licensee will allow City inspectors, agents or representatives the ability to monitor its
compliance with safety precautions as required by federal, state or local laws, rules, regulations
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) 416-1700 to schedule the inspection(s).
22. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment,
any and all charges, fees, taxes or assessments, including, but not limited to, ad valorem taxes,
fire fees and parking surcharges, if any, and for which either the City or Licensee are not
otherwise exempt, (collectively "Assessments"), levied against the Property or its proportionate
share of use of the Property, or against personal property of any kind, owned by or placed in,
upon or about the Property by Licensee. 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 that is reasonably acceptable
to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one
hundred percent of the contested Assessment with all interest on it and costs and expenses,
including reasonable attorneys' fees, to be incurred in connection with it. Licensee agrees to pay
such Assessments either in lump sum or on an installment plan.
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Failure of the Licensee to pay any Assessment or any installment payment thereof shall
constitute a violation under this License.
23. Automatic Revocation.
Either party may revoke this License at any time without cause.
Licensee agrees to abide by each and every term and condition of this License. If
Licensee or its Program Consultants violate the restrictions and conditions of this License in
any manner, then this License shall be automatically revoked without the need for further
action by the City. Upon such automatic revocation, Licensee shall abide by the terms of
Paragraph 30 herein.
24. Notices.
All notices or other communications, which shall or may be given pursuant to this
License shall be in writing and shall be delivered by hand or registered mail addressed to the
other party at the address indicated herein. Such notice shall be deemed given on the day on
which hand delivered or mailed, on the fifth day after being posted or the date of actual receipt,
whichever is earlier.
CITY OF MIAMI
City of Miami
Office of the City Manager
444 SW 2 Avenue, 10th Floor
Miami, FL 33130
WITH COPIES TO
Director
City of Miami
Department of Public Facilities
444 SW 2 Avenue, Suite 325
Miami, FL 33130
City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
LICENSEE
Caroline Beasley
Beasley -Reed Acquisition Partnership, LLC
3303 Riviera Drive, Suite 200
Naples, Florida 34103
15
25. Advertising.
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 sole discretion, unless such signs are required by the Federal Aviation Administration,
the Federal Communications Commission or other regulatory agencies. 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 License is in compliance with the
requirements in this paragraph. Upon the revocation or expiration of this License, Licensee
shall, at its sole cost and expense, remove from the Property any sign, decoration, advertising
matter or other thing permitted hereunder that Licensee placed within the Area. 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) 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 thirty
(30) 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 License.
26. 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
16
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 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 License, 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 License.
The City represents that:
To the best of its knowledge there are no environmental violations, whether under
federal, state, or local laws, existing on the Property;
To the best of its knowledge there are no Hazardous Materials presently existing on the Property.
The City acknowledges that there is an ongoing disposal of dredge material near the Property in
which the disposal trucks routinely encroach on the Property in the process of dredge disposal.
Licensee shall have no liability for an Hazardous Materials, contamination, or damage as a result
of the disposal of dredge material from the Tunnel Project on or near the Property.
27. 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.
17
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.
28. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and effect
throughout the term of this License, at its sole expense, all local, state and federal licenses,
authorizations and permits that are necessary for Licensee to conduct its activities.
Licensee shall be responsible for paying the cost of said applications and obtaining said
licenses, authorizations and permits.
29. Compliance with all Applicable Laws.
Licensee accepts this License 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 License, and Licensee and the City shall comply therewith as the same presently exist and
as they may be amended hereafter. This License shall be construed and enforced according to
the laws of the State of Florida.
30. Surrender of Property.
In either event of termination or revocation of this License, Licensee shall peacefully
surrender the Property 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
Property by Licensee, ordinary wear and tear or damage caused by unrelated third parties. A
commercially reasonable period will be afforded to the Licensee to remove all fixtures, personal
property, furnishings and equipment. Licensee shall continue to pay the Use Fee due to the City
until it removes all of its items from the Property.
Licensee shall promptly remove all its personal property, trade fixtures and equipment
and Licensee shall repair any damage to the Property caused by Licensee. Should Licensee fail
18
to repair such damage to the Property after receipt of written notice from City directing the
required repairs, City may cause the Property to be repaired at the sole cost and expense of
Licensee. Licensee shall pay City the full reasonable cost of such repairs within thirty (30) days
of receipt of an invoice indicating the cost of such required repairs. At City's option, City may
require Licensee to restore the Property so that the Property shall be as it was on the Effective
Date of this License, ordinary wear and tear or damage caused by unrelated third parties
excepted.
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. Termination of Prior Agreements.
Licensee acknowledges the termination of the Lease Agreement, as amended, made and
entered on September 3, 1982 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 the
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 License.
32. Severability.
It is the express intent of the Parties that this License constitutes a license and not a
lease. To further this intent, the parties agree as follows: (i) if any provision of this License, 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 License, 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
19
provisions of this License 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 License,
should any provision, section, paragraph, sentence, word or phrase contained in this License 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 License shall remain unmodified
and in full force and effect or limitation of its use.
33. Invalidity.
In the event that any non -material provision of this License shall be held to be invalid
for any reason, such invalidity shall not affect the remaining portions of this License and the
same shall remain in full force and effect.
34. No Assignment or Transfer.
Licensee shall not sell, assign this License, or any part thereof to any other party. The
License granted by this License is personal to the Licensee. Licensee cannot assign, sell or
transfer its privilege of occupancy and use granted unto it by this License. Any assignment, sale
or disposition of this License by Licensee, whether voluntary or involuntary, contrary to the
foregoing provision shall result in the automatic revocation of this License without notice by
the City Manager.
35. Public Records.
Licensee understands that the public shall have access, at all reasonable tunes, 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.
20
36. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City
Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.)
and of the State of Florida as set forth in the Florida Statutes, as amended, and agrees that it
will fully comply in all respects with the terms of said laws and any future amendments thereto.
Licensee covenants that no person or entity under its employ, presently exercising any
functions or responsibilities in connection with this License, has any personal financial
interests, direct or indirect, with the City. Licensee further covenants that, in the performance
of this License, 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.
37. 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.
38. Nondiscrimination.
In the performance of this License 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
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
21
transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other
forms of compensation.
39. Amendments and Modifications.
No amendments or modifications to this License shall be binding on either party unless
approved by the City Commission, approved as to legal form and correctness by the City
Attorney, provided in writing and signed by both Parties.
40. Attorney(s') Fees.
In the event it becomes necessary for either party to institute legal proceedings to
enforce the provisions of this License, each party shall bear its own attorneys' fees through all
trial and appellate levels.
41. Venue.
The venue for any dispute or civil action shall be in Miami Dade County, Florida.
42. Waiver of Jury Trial.
The Parties hereby knowingly, irrevocably, 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 License, or arising out of, under or in connection with this License or any
amendment or modification of this License, or any other agreement executed by and between
the Parties in connection with this License, 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.
43. Waiver.
Any waiver by either party or any breach by either party of any one or more of the
covenants, conditions or provisions of this License 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 License,
22
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 License be construed as in
any manner changing the terms hereof to prevent the City from enforcing in full the provisions
hereto, nor shall the terns of this License be changed or altered in any manner whatsoever
other than by written agreement of the City and Licensee.
44. Time of Essence.
It is expressly agreed by the Parties hereto that time is of the essence with respect to this
License. If the final day of any period falls on a weekend or legal holiday, then the final day of
said period or the date of performance shall be extended to the next business day thereafter.
45. No Interpretation Against Draftsmen.
The Parties agree that no provision of this License shall be construed against any
particular party and each party shall be deemed to have drafted this License. This License 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 License shall not be construed in
favor of or against either of the Parties.
46. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed,
executed and/or delivered by the Parties, the Parties each agree to perform, execute and/or
deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds
and assurances as may be necessary to consummate the transactions contemplated hereby.
47. Third Party Beneficiary.
This License is solely for the benefit of the Parties hereto and no third party shall be
entitled to claim or enforce any rights hereunder.
23
48. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal,
agent, partner or joint venture of the other.
49. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
License.
50. Authority.
Each of the Parties hereto acknowledges it is duly authorized to enter into this License
and that the signatories below are duly authorized to execute this License in their respective
behalf.
51. Execution requirement.
Licensee shall execute this License no later than thirty (30) calendar days following
City Commission approval. Licensee's failure to execute the License within this time frame
shall result in an automatic revocation of the City Commission's approval.
52. Bond compliance.
The Parties acknowledge that, if applicable, the Parties shall comply with any and all
bond obligations and restrictions, including but not limited to, Homeland
Defense/Neighborhood Improvements Improvement Bonds, Sunshine State Loan Pool and
Internal Revenue Service conditions.
53. Entire License.
This License 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
License are of no force or effect.
24
54. Damage and Destruction.
The Parties agree that in the event of cancellation of the License due to damage or
destruction, the Licensee shall surrender the Area to the City in compliance with this License.
Any damage or destruction sustained to the Area or Property as a result of Licensee's actions
shall be repaired by the Licensee, at the Licensee's expense.
THIS SECTION LEFT BLANK INTENTIONALLY
IN WITNESS WHEREOF, the Parties hereto have executed this License of the day and year
first above written.
ATTEST: CITY OF MIAMI, a municipal corporation
of the State of Florida
By: By:
Todd B. Hannon Johnny Martinez, P.E.
25
City Clerk City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By: By:
Calvin Ellis, Director
Department of Risk Management
ATTEST:
WITNESSES:
Victoria Mendez
City Attorney
LICENSEE:
By: By:
Signature Signature
Print Name Print Name
Corporate Secretary Date
26
Show Me:
Property Information
Search By:
Select Item •••
EText On ly
Report Homestead Fraud
Propertv Appraiser Tax Estimator
prop§rtyLTEgiser rax comprisRri
Summary Details:
Polio bro.:
Propecty:
Mailing
Address:
39.55 RICKENBACKER
:GSM
CITY OF M IAMI-
WKAT BROAD
ASSET MANAGEMENT
DIVISION
444 SW 2 AVE. STE #a25
MIAMI FL
331N-1910
Property Information:
ii nu" Zone'
8092 PARK
RECREATION
O0S1 VACANT LAND
CLUC:
Beds/Baths:
OM
Floors:
Living Units:
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Footage:
0
Lot Size:
2 20 ACRES .
Veer Built:
...
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1,5 .54 42 2.20 AC Mil_
BEG 1 520 FTE &
2375FT.SLY OF NW
COR OF SEC Tli
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E3.35.4FT S 30 DEG E.
20 FT S 50 DEG W
394.2FT 3a94„2FT
W,OFT N394.2FT 1400
DEG W 39.4.2FT
EXHIBIT A
PROPERTY
Aerial Photography - 2012
allyryHmj Property Inforrnati en Purr/ext.! Taxes
I My Nelqhborrtood I Property Appraiser
!±.11ne I kiliniu.Pm...5.1ft Eituftmlattguitimm I fi'limaca
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If you experience teofinfos I difficulties with the Property Information application.,
or Wish to send us your comments, questions or suggesti
please entail :us at Webmaster.
Web Site
iD '2002 Mimi -Dade -County.
Legend
Property
Boundary
4049 Selected
Property
491
Street
Highway
Mimi -Dade
County
Water
27
EXHIBIT B
INSURANCE REQUIREMENTS
Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage
Each Occurrence
General Aggregate Limit
Products/Completed Operations
Personal and Advertising Injury
Damage to Rented Premises
Liability
Endorsements Required
City of Miami listed as an additional insured
Premises and Operations Liability
Contingent and Contractual Exposures
Primary Insurance Clause
$1,000,000
$2,000,000
$1,000,000
$1,000,000
$ 100,000
Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Scheduled, Hired, Borrowed or Non -Owned Autos
Any One Accident $1,000,000
Endorsements Required
City of Miami included as an Additional Insured
Worker's Compensation
Limits of Liability
Statutory -State of Florida
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 limit
Business Personal Property (If applicable)
A. Causes of Loss: Special Form
B. Valuation: Replacement Cost
C. Business Interruption including extra expense
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
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 no 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.
29
REVOCABLE'CENSE
ISSUED THE
CITY MIAMI
TO
BEASLEY-REED AC UISITION PARTNERSHIP, LLC
FOR THE OC UPANCY OF THE PROPERTY
LOCATED AT 965 RICKENBACKER CAUSEWAY
MIAMI, FLORIDA
\//1--\\L
TABLE OF CONTENTS
1. Recitals.
2. Definitions
3. Permitted Use(s).
4. Manner of Property Use.
5. Occupancy and Use Period.
6. Duty to Operate for Public Purpose.
7. Interest Conferred by this License.
8. Use Fee.
9. Late Fee
10. Returned Check Fee.
11. Guaranty Deposit.
12. Condition of the Property and Maintenance
13. Services and Utilities.
2
2
3
3
4
4
4
5
5
6
6
7
7
14. Performance of Improvements, Alterations, Additions, Replacements 9
15. Violations, Liens, and Security Interest
16. City Access to Property.
17. No Liability.
10
11
12
18. Additional Expenses. 13
19. Indemnification and Hold Harmless. 13
20. Insurance. 14
21. Safety. 14
22. Taxes and Fees. 14
23. Revocation By Request Of Either Of The Pa es Without Cause 15
24. Automatic Revocation By City Manager Fo, Cause. 15
25. Notices. 15
26. Advertising 16
27. Hazardous Materials. 17
28. Radon Gas 18
29. Licenses, Authorizations and Permi s 18
30. Compliance with all Applicable La s. 18
31. Surrender of Property 19
i
32. Termination of Prior Agreements. 19
33. Severability. 20
34. Invalidity. 20
35. No Assignment or Transfer 20
36. Public Records. 21
37. Conflict of Interest. 21
38. Americans with Disabilities Act. 21
39. Nondiscrimination 22
40. Amendments and Modifications. 22
41. Attorney(s') Fees. 22
42. Venue. 22
/
43. Waiver of Jury Trial 22
44. Waiver 23
45. Time of Essence. 23
46. No Interpretation Against Draftsmen 23
47. Further Acts. 24
48. Third Party Beneficiary 24
49. No Partnership. 24
50. Headings. 24
51. Authority. 24
52. Execution requirement. 24
53. Bond compliance. 25
54. Entire License. 25
55. Damage and Destruction. 25
EXHIBITS
Exhibit A Property
Exhibit B Insurance Requirements
ii
REVOCABLE LICENSE
This Revocable License ("License") is entered this day of , 2013, by
and between the City of Miami, a municipal corporation of the State of Florid ("City"), and
Beasley -Reed Acquisition Partnership, LLC, a Delaware general partnership in orporated under
the laws of the State of Florida ("Licensee"), together the Parties ("Parties").
RECITALS
WHEREAS, the City of Miami ("City") is the owner of real prope y located at Virginia
Key, Miami -Dade County, Florida ("Property"); and
WHEREAS, Beasley -Reed Acquisition Partnership ("Lice .ee") has occupied the
Property since August 14, 1996 for the purpose of housing a broadcasting facility; and
WHEREAS, the City and Licensee desire to enter into a Rvocable License ("License")
for Licensee's continued use of the Property to ensure receipt o uninterrupted revenue to the
City and to allow the general public to benefit from this broadcasting facility; and
WHEREAS, this License is not assignable; and
WHEREAS, this License is revocable at -will by th City, without the consent of the
Licensee; and
WHEREAS, this License does not transfer an i terest in real property including any
leasehold interest in real property owned by the City; a d
WHEREAS, this License does not confer a rid,rt to use any real property for any general
purposes; and
WHEREAS, this License permits only certain, enumerated, specific, listed permitted
uses and does not permit anything further; and
WHEREAS, this. License is subject to the audit and inspection rights set forth in
Sections 18-100, 18-101 and 18-102 of tl ° Code of the City of Miami, Florida as amended
("Code"); and
WHEREAS, this License confe s no exclusive possession of the Property; and
WHEREAS, this License does not convey or transfer any right to exclude the City from
any real property; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these
recitals;
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
Parties hereby agree as follows:
1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this Licen.e.
2. Definitions.
2.1 "City Manager" means the City Manager for the City.
2.2 "City -sponsored Event" means an event sponsored by the C. y on the Property.
2.3 "Director" means the Director of the Department of Publi• Facilities for the City.
2.4 "Effective Date" means September 3, 2013.
2.5 "Environmental Laws" means all applicable require ents of federal, state and
local environmental, public health and safety laws regulations, orders, permits,
licenses, approvals, ordinances and directives, i eluding but not limited to, all
applicable requirements of: the Clean Air Act; t i e Clean Water Act; the Resource
Conservation and Recovery Act, as amended 'y the Hazardous and Solid Waste
Amendments of 1984; the Safe Drinki►g Water Act; the Comprehensive
Enviromnental Response, Compensation nd Liability Act, as amended by the
Superfund Amendments and Reautho r zation Act of 1986; the Occupational
Health and Safety Act; the Toxic Sub ances Control Act; the Pollutant Discharge
Prevention and Control Act; the /ater Resources Restoration and Preservation
Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking
Water Act; and the Florida Env oninental Reorganization Act of 1975.
2.6 "Parties" means the City and/ le Licensee.
2.7 "Property" means the approximately two and two -tenths acres of City -owned real
property and improvements located at 3965 Rickenbacker Causeway, Miami,
Florida, as more particularly shown and described in the map found in Exhibit
"A" attached hereto and made a part hereof
2
2.8 "Use Fee" means the monthly fee that Licensee shall pay to the City for the use
of the Property.
3. Permitted Use(s).
3.1 Permitted Use(s).
Subject to existing zoning, all governmental restrictions and the issuance of his License,
this License authorizes the Licensee, its officers, employees and invitees to occy.
y and use the
Property detailed in Exhibit A, solely for the maintenance and operation of a br• adcast tower and
communications facility and no other business activities ("Permitted Us s"). In addition,
Licensor expressly consents to authorize Licensee to contract with third parties who wish to
utilize the broadcast tower and Property for Permitted Uses under the sa e terms of this License
and, subject to any such third party providing Licensor the same (i) in, ranee coverage required
of Licensee and (ii) indemnification required of Licensee. The 'ansmission of obscene or
indecent programming from the Property is specifically prohibite4. The Licensee shall request
prior written consent from the City Manager to use the Property for any other use and Licensee
shall not be authorized to use the Property for that use until the Licensee has received the written
consent of the City Manager, which consent may be approved, conditioned or withheld in his or
her sole discretion.
Licensee and its patrons shall access and exit he Property solely through designated
areas and shall not use any areas not designated as pro er entrance and exit points. The Licensee
is strictly prohibited from operating and offering ny water sports activities on the Property,
including but not limited to kayaking, paddle b arding, sailing, fishing, jetski and motorized
vessel activities. The sale, distribution and/r consumption of alcoholic beverages at the
Property is prohibited. Similarly, Licensee is,.rohibited from operating any concession sales of
any type.
Licensee shall operate, manage, supervise and administer activities during its use of the
Property as an independent contractor and not as an employee of the City.
4. Manner of Property Use.
Licensee's use of the Property is nonexclusive and Licensee acknowledges that the City
and other users may use the Property and Licensee's use shall not conflict with other Property
3
users. Licensee acknowledges and agrees to abide by the terms and obligations related to this
License as to the Permitted Uses, manner of operation, designated use areas and maintenance and
utility obligations.
5. Occupancy and Use Period.
This License is revocable -at -will, subject to the notice requirements belo . Unless this
License is revoked or terminated'as provided in this License, this License shall cirnrmence on the
September 3, 2013 ("Effective Date") and shall continue until the first to occ of the following:
(i) revocation or termination of this License by either Party upon written no ification pursuant to
Paragraph 23, or (ii) automatic termination of this License subject to t e notice provisions of
Paragraph 24 herein.
6. Duty to Operate for Public Purpose.
Licensee, at all times during Licensee's use of the Pro, erty, shall utilize the Property
solely in furtherance of the Pennitted Uses described in Paragr. •h 3 herein.
7. Interest Conferred by this License.
This License confers no exclusive possession o tenancy of Property, The Licensee
cannot exclude the City from the Property. Licensee a a ees that this License has been issued by
the City to authorize Licensee to occupy the Pr• erty solely for the limited purpose of
operating a broadcast tower and corununications f. ility, and for no other purpose.
The Parties hereby agree that the provisios of this License do not constitute a lease. The
rights of Licensee hereunder are not those of . tenant, but are a mere personal privilege to do
certain acts of a temporary character descri -d herein on the Property and to use the Property,
subject to the terns of this License. The ity retains dominion, possession and control of the
Property. Therefore, no lease interest in the Property 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 Property by virtue of this License or its use of the 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 Property by virtue of any expenditure of funds by the
4
Licensee for improvements, construction, repairs, partitions, or alterations to the Property which
the City may authorize.
8. Use Fee.
Conunencing 6n the Effective Date of this License, and on the first day of each onth
thereafter during the term of the License, Licensee shall pay to the City a Use Fee of sixteen
Thousand Two Hundred Fifty Dollars ($16,250.00), plus State of Florida State Use Tax, if
applicable for the license to use the City's Property. The Use Fee shall be due -.ch month
without notice or demand. Payments shall be made payable to "City of Miami" and shall be
mailed to the following address:
City of Miami
Asset Management Division
ATTN: Lease Manager
444 S.W. 2nd Avenue, 3rd Floor
Miami, Florida 33130
Licensee shall be responsible for any cost associated with it programs operated on the
Property, including but not limited to, security, equipment, and ir'surance during its, operating
hours.
9. • Late Fee.
In the event any instalhnent of the monthly Use Feis not received by City on or before
the fifth day of the month, Licensee shall pay to City a ate charge in an amount equal to three
percent (3%) of the Use Fee. Such late fee shall cony itute additional fees due and payable to
City by Licensee upon the date of payment of t e delinquent payment referenced above.
Acceptance of such late charge by City shall, in o event, constitute a waiver of Licensee's
violations with respect to such overdue amou t nor prevent City from the pursuit of any
remedy to which City may otherwise be entitled.
5
10. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to City
returned check fee ("Returned Check Fee") based on the following schedule:
Returned Amount
$00.01 - 50.00
$50.01 - 300.00
$300,01 - 800.00
OVER $800
Returned Check Fee
$20.00
$30.00
$40.00
5% of the returned amount
The Returned Check Fee shall constitute additional fees due and payable, • City by Licensee,
upon the date of payment of the delinquent payment referenced ab+ve. Acceptance of
Returned Check Fee by City shall, in no event, constitute a waiver of Lensee's violations with
respect to such overdue amount nor prevent City from the pursuit of y remedy to which City
may otherwise be entitled.
11. Guaranty Deposit.
Simultaneously with the execution of this License, t e Licensee shall deposit with City a
Guaranty Deposit in the amount of Sixteen Thousand T o Hundred Fifty Dollars ($16,250.00)
as guarantee for the full and faithful performance by icensee of all obligations of Licensee
under this License or in connection with this License.
If the Licensee is in violation beyond any aiplicable notice or cure period, the City may
use, apply or retain all or any part of the Guaranty l eposit for the payment of (i) any fee or other
sum of money which Licensee was obligated t. pay but did not pay, (ii) any sum expended by
City on Licensee's behalf in accordance with the provisions of this License, or (iii) any sum
which City may expend or be required to expend as a result of Licensee's violation. Should the
City use, apply or retain all or any part of the Guaranty, Licensee shall reimburse the amount
used, applied or retained within fifteen (15) days of the City's application of the Guaranty
Deposit. The use, application or retention of the Guaranty Deposit or any portion thereof by the
6
City shall not prevent the City from exercising any other right or remedy provided for under this
License 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 License, the Guaranty Deposit or balance
thereof, as the case may be, shall be returned to Licensee after the expiration date or upon ny
later date after which Licensee has vacated the Property in the same condition or better as isted
on the Effective Date, ordinary wear and tear excepted. Upon the return of the Guaranty eposit
(or balance thereof) to the Licensee, the City shall be completely relieved of liability th respect
to the Guaranty Deposit. Licensee shall not be entitled to receive any interest on r le Guaranty
Deposit.
12. Condition of the Property and Maintenance.
Licensee accepts the Property "as is", in its present condition anstate of repair and
without any representation by or on behalf of City, and agrees tha. City shall, under no
circumstances, be liable for any latent, patent or other defects in the P operty. Licensee, at its
sole cost, shall maintain the Property in good order and repair durin its period of use and in an
attractive, clean, safe and sanitary condition and shall suffer no w te or injury thereto, ordinary
wear and tear excepted. License shall be responsible for all rep.; rs to the Property required as a
result of Licensee's use thereof. Licensee shall be responsible for the maintenance and condition
of the Property during its period of use and shall perform reairs required in a timely manner so
as to prevent injury to person and waste to property. No ithstanding the foregoing, Licensee
shall not be responsible for any maintenance or rep' s that are required as a result of the
disposal of the dredge material from the Port of Miami nnel project ("Tunnel Project.")
Except as set forth above, Licensee agrees to make all changes necessary to the Property
at Licensee's sole cost and expense in order to comply with all City, county, state and federal
code requirements for Licensee's use or occupai y thereof.
13. Services and Utilities.
13.1 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,
7
telecommunications, interne, 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.
Licensee, at its sole cost, shall install and maintain all utilities required for its use e f the
Area during its period of use and install separate utility meters and arrange separate d direct
billing to Licensee by the applicable utility company for such services. In the event t at the City
is billed for any additional utility or service that is a result of Licensee's use of th:- Property, the
Licensee shall reimburse such amount to the city within five (5) calendar days rf notification of
the City's receipt of said bill. Licensee and its representatives, agents or patro s shall not use the
City's telephone equipment or services.
The City is not a guarantor or in any manner responsible for ..yinent of Licensee's
responsibilities as they are set forth in this License.
Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and
hire pest and termite control services for the Property, as neede•, to insure that the Property
will during Licensee's period of use be in a clean and sanitary co dition and fee from vermin.
Licensee agrees to provide any and all security it deems necessary to protect its
operations and equipment. Licensee shall insure that all ap opriate equipment and lights have
been turned off and appropriate doors locked at the close o operations within the Property each
day. Licensee shall be responsible to take prudent reventive maintenance measures to
safeguard any of its vehicles parked within the Area om storms and other "Acts of God" as
that term is defined by Florida law.
13.2 City's Responsibility.
City, at its sole cost, shall pay for the folio mg utilities: None.
The City reserves the right to interrupt curtail or suspend the provision of any utility
service provided by it, including but not lim' ed to, heating, ventilating and air conditioning
systems and equipment serving the Propert ,, to which Licensee may be entitled hereunder,
when necessary by reason of accident or emergency, or for repairs, alterations or improvements
in the judgment of City desirable or necessary to be made or due to difficulty in obtaining
8
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. Th
City shall in no respect be liable for any failure of the utility companies or governme fal
authorities to supply utility service to Licensee or for any limitation of supply resulting om
governmental orders or directives. Licensee shall not claim any damages by reaso of the
City's or other individual's interruption, curtailment or suspension of a utility servic , nor shall
the Revocable License or any of Licensee's obligations hereunder be affected or reduced
thereby.
14. Performance of Improvements, Alterations, Additions, Replace nts.
The City has title to all permanent improvements on the Property. pon the expiration or
revocation of this License, title to all permanent improvements construe ted on the Property shall
continue with the City and Licensee shall quietly and peaceably delivthe same to the City.
All improvements, furnishings and equipment constructed o installed on the Property by
the Licensee shall be personal property and the Licensee shall ha Te legal title thereto during the
term of this License. Title to all supplies, furnishings, inve tories, removable fixtures and
removable equipment including the radio tower and antenna s stem and other personal property
shall remain vested with Licensee and it shall have the ri it to remove such items from the
Property at its expense, unless it is then in violation hereun» er.
Should Licensee elect, it shall have the right to leave the radio tower and antenna system
on the premises at the revocation or termination of this icense and said action shall be deemed
to constitute a gift of same to the City.
Except in the event of an emergency, Licensee shall not make any Improvement,
alteration, addition or replacement required or pen itted to be performed by Licensee unless and
until Licensee shall have caused plans and specift, ations therefore to be prepared, at Licensee's
sole expense, by an architect or other duly qualified person and shall have obtained City
Manager's approval, which approval may be conditioned or withheld for any or no reason
whatsoever.
The Licensee shall submit to the City the plans and specifications. The Licensee shall be
solely responsible for applying and acquiring all necessary permits, including but not limited to,
9
building permits. The Licensee shall be responsible for any and all. costs associated with any
improvements, alterations, additions or replacements including, but not limited to, d sign,
construction, installation, and permitting costs.
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, ord. -lances 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 n ay be amended
hereafter. By the installation of any improvement, alteration, addition or rep cement, the City
shall not be excluded from the Property. Upon the termination or revocation of this License, the
Licensee shall restore the Property to its original, or better, state.
15. Violations, Liens and Security Interests.
The Licensee shall not suffer or permit any tax, statutory,
construction liens to be filed against the title to the Property, nor
reason, including but not limited to, by reason of work, labor, se
supplied to the Licensee or anyone having a right to posses
License shall be construed as constituting the consent or
implied, by inference or otherwise, to any contractor, sub
for the performance of any labor or the furnishing of any
repair of or to the Area nor as giving the Licensee the
permit the rendering of any services or the furnishin
filing of any construction liens against the Property
any time be filed against the Property, the Lice
borers, material person, or
against any alteration by any
ices, tax liabilities or materials
on of the Area. Nothing in this
request of the City, expressed or
ontractor, laborer or material person
naterials for any specific Alteration, or
ght, power or authority to contract for or
of any materials that would give rise to the
If any construction, tax or other lien shall at
see 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 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 am• nt claimed to be due or by procuring the discharge of
the lien by deposit in court of bondin or other acceptable form of security in lieu thereof.
Additionally, the City may compel tine prosecution of an action for the foreclosure of the
10
construction lien by the lienor and pay the amount of the judgment, if any, in favor of the li nor
(with interest, costs and allowances), with the understanding that all amounts paid by t e City
shall constitute additional payments due and payable under this License and shall be rep/did to the
Py PY
City by the Licensee immediately upon rendition of any invoice or bill by the ity. The
Licensee shall not be required to pay or discharge any statutory, laborers, sup Ties, material
person or construction lien so long as (i) the Licensee shall in good faith proceeto contest the
lien by appropriate proceedings, (ii) the Licensee shall have given notice in wri ng to the City of
its intention to contest the validity of the lien, and (iii) the Licensee shall rnish and keep in
effect a surety bond of a responsible and substantial surety company reason. .ly acceptable to the
City or other security reasonably satisfactory to the City in an amour sufficient to pay one
hundred ten percent (110%) of the amount of the contested lien claim vith all interest on it and
costs and expenses, including reasonable attorneys' fees, to be incurr9'. in connection therewith.
16. City Access to Property.
City and its authorized representative(s) shall have at 11 times access to the Property.
City will maintain a complete set of keys to the Area. Lice see, at its sole cost and expense,
may duplicate or change key locks to the Area but not u/ til first receiving written approval
from the Director for such work. In the event Licensee flanges key locks as approved by the
Director, Licensee, at its sole cost and expense, must a so 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 he Property at any time to (a) inspect the
Property, (b) to perform any obligations of Licei See hereunder which Licensee has failed to
perform after written notice thereof to Licensee, icensee not having cured such matter within
ten (10) days of such notice, (c) to assure Lice}, see's compliance with the terms and provisions
of this License and all applicable laws, ordin ,ices, codes, rules and regulations, (d) to show the
Property to prospective purchasers or tenants, and (e) for other purposes as may be deemed
necessary by the City Manager in the furtherance of the City's corporate/municipal purposes;
provided, however, that the City shall make a diligent effort to provide at least 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, and provided such
11
activities do not unreasonably interfere with the Licensee's use of the Property. 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
impose upon Cityanyliabilityof anykind whatsoever nor relieve the Licensee of r1
P P Y
responsibility, obligations or liability assumed under this License.
17. No Liability.
In no event shall the City be liable or responsible for injury, loss or mage to the
Property, improvements, fixtures and/or equipment belonging to or rented by Licensee, their
officers, agents, employees, invitees or patrons occurring in or about the Pro erty 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 fr m or into any part of
the Property, or from the breakage, leakage, obstruction or other defect of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures bf the Property, or from
hurricane or any act of God or any act of negligence of any user of he facilities or occupants of
the Property or any person whomsoever whether such damage o - injury results from conditions
arising upon the Property or upon other portions of the Prope y or from other sources, except
damage or injury resulting from the negligent performance s failure of performance on the part
of the City, its agents, representatives or employees, p failure of the City to perform its
covenants under this License.
Licensee further acknowledges that as lawful onsideration for being granted the right to
utilize and occupy the Property, Licensee, on beha of itself, its agents, invitees and employees,
does hereby release from any legal liability the ty, its officers, agents and employees, from any
and all claims for injury, death or property dai age resulting from Licensee's use of the Property,
other than injury, death or property damage resulting from the negligent performance or failure
of perfonnance on the part of the City, its agents, representatives or employees, or failure of the
City to perform its covenants under this License.
12
Notwithstanding the foregoing, Licensee shall not be responsible for any injury to o
death of any person or damage to or destruction or loss of any property resulting from o in
connection with the disposal of dredge material due to the Tunnel Project.
18. Additional Expenses.
Under no circumstances will the City be liable for any costs or expenses ' icurred by
Licensee under this License or as a result of its programs or related activities bey • d those that
are specifically set forth in this License.
19. Indemnification and Hold Harmless.
Licensee shall indemnify and hold harmless the City and its off ials, employees and
agents (collectively referred to as "Indennitees") and each of them fr• n and against all loss,
costs, penalties, fines, damages, claims, expenses (excluding attoi ey's fees) or liabilities
(collectively referred to as "Liabilities") by reason of any injury t• 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 obligation in this License which is or is
alleged to be directly or indirectly caused, in whole or in pa by any act, omission, default or
negligence (whether active or passive) of Licensee or its inployees, agents or subcontractors
(collectively referred to as "Licensee"), or, (ii) the failure •fthe Licensee to comply with any of
the terms herein or the failure of the Licensee to confo to statutes, ordinances, codes, rules, or
other regulations or requirements of any government 1 authority, federal or state, in connection
with the perfornanee of this License. Licensee exp essly agrees to indemnify and hold harmless
the Indemnitees, or any of them, from and agai st all liabilities which may be asserted by an
employee or former employee of Licensee, or ny of its subcontractors, as provided above, for
which the Licensee's liability to such employe or former employee would otherwise be limited
to payments under state Workers' Compensation or similar laws. The City agrees that Licensee
shall not indemnify the City for loss, costs, penalties, fines, damages, claims, expenses or
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 the disposal of dredge material
on the Property from the Tunnel Project.
13
The Licensee affirms that the granting of this License is good, sufficient and independent
consideration granted by the City for this Indemnification and Hold Harnless, which shalll
survive the termination or expiration of the License.
20. Insurance.
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all imes
throughout the period .of this License, .the insurance as set forth in Exhibit "B" attache] hereto
and made a part hereof.
21. Safety.
Licensee will allow City inspectors, agents or representatives the abilit, to monitor its
compliance with safety precautions as required by federal, state or local laws, les, regulations
and ordinances. By performing these inspections the City, its agents, or rep -sentatives are not
assuming any liability by virtue of these laws, rules, regulations and ordin. ces. 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 • proceed, the Licensee
shall contact the Risk Management Department at (305) 416-1700 to sedule the inspection(s).
22. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or , osts is added for nonpayment,
any and all charges, fees, taxes or assessments, including, but of limited to, ad valorem taxes,
fire fees and parking surcharges, if any, and for which e. her the City or Licensee are not
otherwise exempt, (collectively "Assessments"), levied ainst the Property or its proportionate
share of use of the Property, or against personal proper y of any kind, owned by or placed in,
upon or about the Property by Licensee. In the event/ icensee 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 that is reasonably acceptable
to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one
hundred percent of the contested Assessment with all interest on it and costs and expenses,
14
including reasonable attorneys' fees, to be incurred in connection with it. Licensee agrees to pay
such Assessments either in lump sum or on an instalhnent plan.
Failure of the Licensee to pay any Assessment or any installment payment thereof sja'all
constitute a violation under this License.
23. Revocation By Request Of Either Of The Parties Without Cause.
Either party may revoke this License at any time without cause by given not less than
one hundred twenty (120) 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 s all have any recourse
against the other party due to the exercise of such revocation provide/however, that Licensee
must pay its fees due to the City under this License through the effective date of such
revocation.
24. Automatic Revocation By City Manager For Ca se.
Licensee agrees to abide by each and every t rn and condition of this License. If
Licensee or its Program Consultants violate the res fictions and conditions of this License in
any manner, then, and in that event, after thirty ( ) days written notice given to Licensee by
the City Manager within which to cease such vlction or to begin to correct such deficiencies,
and upon failure of Licensee to do so after such written notice, within said thirty (30) day
period, this License shall be automatically revoked without the need for further action by the
City. Upon such automatic revocation, Licensee shall abide by the terns of Paragraph 31
herein.
25. Notices.
All notices or other cot/ nunications, which shall or may be given pursuant to this
License shall be in writing and shall be delivered by hand or registered mail addressed to the
other party at the address indicated herein. Such notice shall be deemed given on the day on
which hand delivered or mailed, on the fifth day after being posted or the'date of actual receipt,
whichever is earlier.
15
CITY OF MIAMI
City of Miami
Office of the City Manager
444 SW 2 Avenue, 10th Floor
Miami, FL 33130
WITH COPIES TO
Director
City of Miami
Department of Public Facilities
444 SW 2 Avenue, Suite 325
Miami, FL 33130
City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
Miami, FL 33130
26. Advertising.
Licensee shall not permit any signs or advertising atter to be placed either in the
interior or upon the exterior of the Area or Property withou having first obtained the approval
of the Director or his/her designee, which approval may .e withheld for any or no reason, at
his/her sole. discretion, unless such signs are .required. b the Federal Aviation Administration,
the Federal Communications Commission or other r gulatory agencies. Licensee shall, at its
sole cost and expense, install, provide, maintain s ch sign, decoration, advertising matter or
other things as may be permitted hereunder in go d condition and repair at all times. Licensee
must further obtain approvals, permits, or oth: required approvals by whatever naive called,
from all governmental authorities having j -isdiction, and must comply with all applicable
requirements set forth in the Miami -Dade ` ounty Code, the City of Miami Code and Zoning
Ordinance. Any signage existing as o the date of this License is in compliance with the
requirements in this paragraph. Upo the revocation or expiration of this License, Licensee
shall, at its sole cost and expense, rez ove from the Property any sign, decoration, advertising
matter or other thing permitted hereunder that Licensee placed within the Area. 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
LICENSEE
Caroline Beasley
Beasley -Reed Acquisition Partnership, LLC
3303 Riviera Drive, Suite 200
Naples, Florida 34103
16
caused to the Area or Property within ten (10) days after receipt of written notice from C ty
directing the required repairs, City shall cause the Area or Property to be repaired at the o1e
cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within hirty
(30) days of receipt of an invoice indicating the cost of such required repairs. Licensee ereby
understands and agrees that the City may, at its sole discretion, erect or place upon the roperty
an appropriate sign, plaque or historic marker indicating City's having issued this Li q nse.
27. Hazardous Materials.
The Licensee shall, at its sole cost and expense, at all times and in a'1 respects comply
with all federal, state and local laws, statutes, ordinances and regulations, ru es, rulings, policies,
orders and administrative actions and orders relating to hazardous materials ("Hazardous
Materials Laws"), including, without limitation, any Hazardous M erials Laws relating to
industrial hygiene, environmental protection or the use, storage, disp al or transportation of any
flammable explosives, toxic substances or other hazardous, contai nated or polluting materials,
substances or wastes, including, without limitation, any "Haza dous Substances", "Hazardous
Wastes", "Hazardous Materials" or "Toxic Substances" (co ectively "Hazardous Materials"),
under any such laws, ordinances or regulations. The Licen e shall, at its sole cost and expense,
procure, maintain in effect and comply with all conditio s of any and all permits, licenses and
other governmental and regulatory approvals relatin to the presence of Hazardous Materials
within, on, under or about the Area or Property 6r required for the Licensee's use of any
Hazardous Materials in or about the Area or roperty in conformity with all applicable
Hazardous Materials Laws and prudent ind , sty practices regarding management of such
Hazardous Materials. Upon revocation or ; xpiration of this License, the Licensee shall, at its
sole cost and expense, cause all Hazardou Materials, including their storage devices, placed in
or about the Area or Property by the Lic see or at the Licensee's direction, to be removed from
the Area or Property and transported fox 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
17
requirements. The requirements of this Paragraph shall survive the revocation or expiration of
this License.
The City represents that:
To the best of its knowledge there are no environmental violations, whether thder
federal, state, or local laws, existing on the Property;
To the best of its knowledge there are no Hazardous Materials presently existing on the Property.
The City acknowledges that there is an. ongoing disposal of dredge material near th roperty in
which the disposal trucks routinely encroach on the Property in the process of d dge disposal.
Licensee shall have no liability for an Hazardous Materials, contamination, or d.mage as a result
of the disposal of dredge material from the Tunnel Project on or near the Proprty.
28. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has : ccumulated in a building
in sufficient quantities, may present health risks to persons who e exposed to it over time.
Levels of radon that exceed federal and state guidelines have been ound in buildings in Florida.
Additional information regarding radon and radon testing may e obtained from your county
public health unit. Licensee may have an appropriately lice sed person test the Property for
radon. If the radon level exceeds acceptable EPA standard , the City may choose to reduce the
radon level to an acceptable EPA level, failing which either Party may cancel this License,
29. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obt ned, and maintain in full force and effect
throughout the teen of this License, at its sol expense, all local, state and federal .licenses,
authorizations and permits that are necessary f r Licensee to conduct its activities.
Licensee shall be responsible for paying the cost of said applications and obtaining said
licenses, authorizations and permits.
30. Compliance with all Applicable Laws.
Licensee accepts this License and hereby acknowledges that Licensee's strict compliance
with all applicable federal, state and local laws, codes, ordinances and regulations is a condition
18
of this License, and Licensee and the City shall comply therewith as the same presently exist and
as they may be amended hereafter. This License shall be construed and enforced according to
the laws of the State of Florida.
31. Surrender of Property.
In either event of termination or revocation of this License, Licensee shall peace illy
surrender the Property ingood condition and repair together with all alterations, fi fizres
p Y P g>
installation, additions and improvements which may have been made in or attached on to the
Property by Licensee, ordinary wear and tear or damage caused by unrelated thi d parties
excepted within one hundred twenty days (120) days after receipt of written notice fr n the City.
Licensee shall promptly remove all its personal property, trade fixtures d equipment
and Licensee shall repair any damage to the Property caused by Licensee. Sho d Licensee fail
to repair such damage to the Property within one hundred twenty (120) da,s after receipt of
written notice from City directing the required repairs, City may cause he Property to be
repaired at the sole cost and expense of Licensee. Licensee shall pay C. y the full reasonable
cost of such repairs within thirty (30) days of receipt of an invoice in eating the cost of such
required repairs. At City's option, City may require Licensee to resto ,e the Property so that the
Property shall be as it was on the Effective Date of this License ordinary wear and tear or
damage caused by unrelated third parties excepted.
In the event Licensee fails to remove its personal prope y, equipment and fixtures from
the Area within the time limit set by the notice, said propert shall be deemed abandoned and
thereupon shall become the sole personal property of the ♦ ty. The City, at its sole discretion
and without liability, may remove and/or dispose of sam: as City sees fit, all at Licensee's sole
cost and expense.
32. Termination of Prior Agreements.
Licensee acknowledges the termination othe Lease Agreement, as amended, made and
entered on September 3, 1982 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 the
Property. Licensee, for itself and its successors and assigns, hereby waives any notice of
19
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 License.
33. Severability.
It is the express intent of the Parties that this License constitutes a license and not a
lease. To further this intent, the parties agree as follows: (i) if any provision of this Lice se, or
the application thereof to any circumstance, suggest that a lease, rather than a license, as been
created, then such provision shall be interpreted in the light most favorable to the c eation of a
license and (ii) if any provision of this License, or the application thereof to any ircumstance,
is determined by a court of competent jurisdiction to have created a lease rath than a license,
then such provision shall be stricken and, to the fullest extent possib e, the remaining
provisions of this License 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 Parti intent for this License,
should any provision, section, paragraph, sentence, word or phrase ontained in this License be
determined by a court of competent jurisdiction to be i valid, illegal or otherwise
unenforceable under the laws of the State of Florida or the ity 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, t en same shall be deemed severable,
and in either event, the remaining terns and provisions ,,f this License shall remain unmodified
and in full force and effect or limitation of its use.
34. Invalidity.
In the event that any non -material provi ion of this License shall be held to be invalid
for any reason, such invalidity shall not affe the remaining portions of this License and the
same shall remain in full force and effect.
35. No Assignment or Transfer.
Licensee shall not sell, assign this License, or any part thereof to any other party. The
License granted by this License is personal to the Licensee. Licensee cannot assign, sell or
20
transfer its privilege of occupancy and use granted unto it by this License. Any assignment, sale
or disposition of this License by Licensee, whether voluntary or involuntary, contrary to the
foregoing provision shall result in the automatic revocation of this License without notice by
the City Manager.
36. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to City
contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to all w access
by the City and the public to all documents subject to disclosure under applicable 1
37. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of ` iami (Miami City
Code Chapter 2, Article V), Dade County, Florida (Dade County Code, ection 2-11.1 et. seq.)
and of the State of Florida as set forth in the Florida Statutes, as al -nded, 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 empJ•y, presently exercising any
functions or responsibilities in connection with this Licei, se, has any personal financial
interests, direct or indirect, with the City. Licensee further covenants that, in the performance
of this License, no person or entity having such conflict g interest shall be utilized in respect
to services provided hereunder. Any such conflict o interest(s) on the part of Licensee, its
employees or associated persons, or entities must be Disclosed in writing to the City.
38. Americans with 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.
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39. Nondiscrimination.
In the performance of this License or any extension thereof, Licensee and/ r its
authorized agents shall not discriminate in connection with its occupancy and use of t e Area
and improvements thereon, or against any employee or applicant for employment cause of
race, ancestry,national origin, color, sex, religion, age, disability,familial status, arital status
or sexual orientation. Licensee and/or its authorized agents will insure that its mployees are
fairly treated during employment without regard to their race, national origin ancestry, color,
sex, religion, age, disability, familial status, marital status or sexual orien tion. Such action
shall include, but not be limited to, the following: employment, up ading, demotion or
transfer, recruitment or recruitment advertising, layoff or termination rates of pay or other
forms of compensation.
40. Amendments and Modifications.
No amendments or modifications to this License shall bbinding on either party unless
approved by the City Commission, approved as to legal fnn and correctness by the City
Attorney, provided in writing and signed by both Parties.
41. Attorney(s') Fees.
In the event it becomes necessary for eitl r party to institute legal proceedings to
enforce the provisions of this License, each party all bear its own attorneys' fees through all
trial and appellate levels.
42. Venue.
The venue for any dispute or civil action shall be in Miami Dade County, Florida.
43. Waiver of Jury Trial.
The Parties hereby knowingly,, irrevocably, 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 License, or arising out of, under or in connection with this License or any
22
amendment or modification of this License, or any other agreement executed by and between
the Parties in connection with this License, or any course of conduct, course of dea
statements (whether verbal or 'written) or actions of any party hereto. This waiver of juy trial
provision is a material inducement for the City and Licensee entering into the subject
transaction.
44. Waiver.
Any waiver by either party or any breach by either party of any e or more of the
covenants, conditions or provisions of this License shall not be construed io be a waiver of any
subsequent or other breach of the same or any covenant, condition or p •bvision of this License,
nor shall any failure on the part of the City to require or exact full an complete compliance by
Licensee with any of the covenants, conditions or provisions of di' License be construed as in
any manner changing the terms hereof to prevent the City from nforcing in full the.provisions
hereto, nor shall the terms of this License be changed or 4 ered in any manner whatsoever
other than by written agreement of the City and Licensee.
45. Time of Essence.
It is expressly agreed by the Parties hereto t fat time is of the essence with respect to this
License. If the final day of any period falls on a 'eekend or legal holiday, then the final day of
said period or the date of performance shall be extended to the next business day thereafter.
46. No Interpretation Against Drafts en.
The Parties agree that no provion of this License shall be construed against any
particular party and each party shall be deemed to have drafted this License. This License 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 License shall not be construed in
favor of or against either of the Parties.
23
47. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performd,
executed and/or delivered by the Parties, the Parties each agree to perform, execute at d/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 here
48. Third Party Beneficiary.
This License is solely for the benefit of the Parties hereto and no third •arty shall be
entitled to claim or enforce any rights hereunder.
y.
49. No Partnership.
Nothing contained herein shall make, or be construed to make . iy party a principal,
agent, partner or joint venture of the other.
50. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
License.
51. Authority.
Each of the Parties hereto acknowledges it is du authorized to enter into this License
and that the signatories below are duly authorized to execute this License in their respective
behalf.
52. Execution requirement.
Licensee shall execute this License iio later than thirty (30) calendar days following
City Coinlnission approval. Licensee's failure to execute the License within this time frame
shall result in an automatic revocation of the City Commission's approval.
24
53. Bond compliance.
The Parties acknowledge that, if applicable, the Parties shall comply with any and 11
bond obligations and _ restrictions, including but not limited to, Home nd
Defense/Neighborhood Improvements Improvement Bonds, Sunshine State Loan Po, 1 and
Internal Revenue Service conditions.
54. Entire License.
This License and its attachments constitute the sole and only agreem nt of the Parties
hereto and correctly set forth the rights, duties and obligations of each to th other as of its date.
Any prior agreements, promises, negotiations or representations not exp essly set forth in this
License are of no force or effect.
55. Damage and Destruction.
The Parties agree that in the event of cancellation of t`he License due to damage or
destruction, the Licensee shall surrender the Area to the City n compliance with this License.
Any damage or destruction sustained to the Area or Prope y as a result of Licensee's actions
shall be repaired by the Licensee, at the Licensee's expense
25
IN WITNESS WHEREOF, the Parties hereto have executed this License of the day ai d year
first above written.
ATTEST: CITY OF MIAMI, a rnunici a .1 corporation
of the State of Florida
By: By:
Todd B. Hannon
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Johnny Martine , P.E.
City Manager
APPROVED AS 0 FORM AND
CORR.ECTNES::
By: By:
. Calvin Ellis, Director
Department of Risk Management
ATTEST:
WITNESSES:
By:
Signature
Print Name
Corporate Secretary
Julie O. Bru
Cit; Attorney
LICE SEE:
Signature
Print Name
Date
26
Show Me:
Property InforrTiatt
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Text:
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Summary Details:
6-000•60T0,.e.....,m,
888 RICKENBACKER
W
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ATSROAD
ET MANAGEMENT
DIVISION
444 SW 2 AVE STE #320
MIAMI FL.
33130.1510
Property Information:
Zone. :a002,fPAftlrSZ '
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Description:
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EXHIBIT A
PROPERTY
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My flume I Property information I Pro -.rtv Tares
MY fleiithhortioorl Property N <rraisl!j
Ftptite I W@ t?r fJuG,$i9,t P,t a tie Difectar el Y.acy I [lisclaimer
If you experience to hnieal difficulties wdtfs) e Prnparty tnromlaffix* application,
or wish trs send us your oammen quesfisr€s or suggestions
please email us
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28
grand
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EXHIBIT B
INSURANCE REQUIREMENTS
Commercial General Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $1,000,000
Personal and Advertising Injury $1,000,000
Damage to Rented Premises $ 100,000
Endorsements Required
City of Miami listed as an additional insured
Premises and Operations Liability
Contingent and Contractual Exposures
Primary Insurance Clause
Business Automobile Liability
Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit I
Scheduled, Hired, Borrowed or Non -Owned Autos /
Any One Accident $1,00 ;000
Endorsements Required 1
City of Miami included as an Additional Insure
Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's Liability
Limits of Liability
$100,000 for bodily injury caused by an a/ cident, each accident.
$100,000 for bodily injury caused by dis ase, each employee
$500,000 for bodily injury caused by d jease, policy limit
Business Personal Property (If applicable)
A. Causes of Loss: Special orm
B. Valuation: Replac went Cost
C. Business Interruption including ex ra expense
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The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualification,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "CIa s V" as
to Financial Strength, by the latest edition of Best's Insurance Guide, published by .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 approvA.
29