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REVOCABLE LICENSE
ISSUED BY THE
CITY OF MIAMI
TO
TROPICAL FINANCIAL CREDIT UNION
FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT
CITY OF MIAMI RIVERSIDE CENTER ADMINISTRATION BUILDING
444 SW 2 AVENUE, FIRST FLOOR
MIAMI, FLORIDA 33130
TABLE OF CONTENTS
1. Recitals. 4
2. Definitions. 4
3. Purpose. 5
4. Cancellation of Previous Agreements. 5
5. Interest Conferred by this License 5
6. Common Area 6
7. Occupancy and Use Period. 6
8. Continuous Duty to Operate. 6
9. Conditions of Use. 7
10. Fee. 7
11. Late Fee and Interest 8
12. Returned Check Fee 8
13. Guarantee Deposit. 9
14. Reporting Requirements. 9
15. Services and Utilities. 10
16. Condition of the Area. 11
17. Improvements, Alterations, Additions or Replacements. 11
18. Violations, Liens and Security Interests. 12
19. No Liability 13
20. Additional Expenses. 14
21. Indemnification And Hold Harmless 14
22. Insurance 15
23. No Liability 15
24. Safety. 16
25. Taxes and Fees 16
26. Automatic Revocation. 17
27. Notices. 17
28. Advertising 17
29. Hazardous Materials. 18
30. Radon Gas 19
31. Licenses, Authorizations and Permits. 19
32. Compliance with all Applicable Laws 20
33. Ownership of Improvements. 20
34. Surrender of Area. 20
35. Severability. 21
36. Invalidity 21
37. No Assigninent or Transfer. 22
38. Public Records. 22
39. Conflict of Interest. 22
40. Americans with Disability Act. 22
41. Nondiscrimination. 23
42. No Discrimination for Hiring 23
i
43. Amendments and Modifications 23
44. Attorney(s') Fees. 23
45. Litigation; Venue. 24
46. Waiver of Jury Trial. 24
47. Waiver. 24
48. Time of Essence 25
49. No Interpretation Against Draftsmen. 25
50. Further Acts. 25
51. Third Party Beneficiary. 25
52. No Partnership. 25
53. Headings. 26
54. Authority 26
55. Entire License. 26
EXHIBIT A 28
EXHIBIT B 29
EXHIBIT C 30
ii
REVOCABLE LICENSE
This Revocable License ("License") is made this day of 2013
between the City of Miami ("City") a municipal corporation of the State of Florida and
Tropical Financial Credit Union, a Federally chartered credit union under the laws of the
State of Florida (the "Licensee").
WHEREAS, Licensee has expressed its interest in utilizing the Area within the
Property to operate ATM related activities for the City; and
WHEREAS, this License is not assignable; and
WHEREAS, this License is revocable at -will by the City and 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 pennits 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 perrnits only certain enumerated, specific, listed
permitted uses, and does not permit anything further, 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 City and Licensee desire to enter into a Revocable License; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these
recitals; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
parties hereby agree as follows:
1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this License.
2. Definitions.
2.1 "Area" shall mean 20 square feet of the ATM location on the first floor of
Miami Riverside Center ("MRC") located at 444 S.W. 2nd Avenue, Miami,
Florida, as depicted in Exhibit "A" attached hereto and made a part hereof.
2.2 "ATM Equipment" shall mean the personal property installed, operated and
maintained by Licensee used to conduct all ATM transactions in the Area.
2.3 "City Manager" is the City Manager for the City of Miami.
2.4 "Director" shall mean the Director of the Public Facilities for the City of
Miami.
2.5 "Effective Date" shall mean July 1, 2013.
2.6 "Hazardous Material Laws" means all applicable requirements of federal,
state and local environmental, public health and safety laws, regulations,
orders, pennits, licenses, approvals, ordinances and directives, including
but not limited to, all applicable requirements of: the Clean Air Act; the
Clean Water Act; the Resource Conservation and Recovery Act, as
amended by the Hazardous and Solid Waste Amendments of 1984; the Safe
Drinking Water Act; the Comprehensive Environmental Response,
Compensation and Liability Act, as amended by the Superfund
Amendments and Reauthorization Act of 1986; the Occupational Health
and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge
Prevention and Control Act; the Water Resources Restoration and
Preservation Act; the Florida Air and Water Pollution Control Act; the
Florida Safe Drinking Water Act; and the Florida Environmental
Reorganization Act of 1975.
2.7 "Permitted Uses" shall mean all automatic teller machine ("ATM")
transactions permitted in the Area which allows customers banking access
that is available 24 hours a day, as sender, receiver, and dispenser of funds
interchangeably.
2.8 "Property" shall mean the city -owned real property and improvements
containing approximately 2.01 acres located at 444 SW 2 Ave, Miami,
Florida, as more particularly described in Exhibit "B" attached hereto and
made a part hereof.
3. Purpose.
The City is the owner of the Property. The City has determined that the Area is not
needed at this time by any of the City's offices or departments. The City has expressed its
desire to continue to assist the Licensee in accomplishing its purpose and in furtherance
thereof authorizes the Licensee to occupy and use the Area for the Permitted Use, under the
conditions hereinafter set forth. The use of the Area is strictly limited to the Permitted Use
and is not to be used for any other purpose whatsoever. Any use of the Area not authorized
under Permitted Use must receive the prior written consent of the City Manager or his
designee, which consent may be withheld for any or no reason, including, but not limited to
additional financial consideration.
4. Cancellation of Previous Agreements.
Licensee agrees that upon execution of this License, the City shall automatically
cancel the Revocable License Agreement dated March 10, 1997 ("1997 Agreement")
between the City of Miami and Tropical Federal Credit Union for the use of approximately
140 square feet of space on the third floor of Miami Riverside Center ("MRC") located at
444 S.W. 2nd Avenue, Room 311, Miami, Florida, without the need for further action by the
Parties.
5. Interest Conferred by this License.
This License confers no exclusive possession of the Area. The Licensee cannot
exclude the City from the Area. This License solely authorizes Licensee to the temporary
use of the Area for the limited purposes set forth herein and for no other purpose. The
parties hereby agree that the provisions of this 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 on the Area and to use the Area, subject to the terms of
this License. The City retains dominion, possession and control of the Area. Therefore, no
lease interest in the Area is conferred upon Licensee under the provisions hereof. Licensee
does not and shall not claim at any time any interest or estate of any kind or extent
whatsoever in the Area or Property by virtue of this License or its use of the Area or
Property hereunder. Additionally, Licensee does not and shall not claim at any time any
interest or estate of any kind or extent whatsoever in the Area or Property by virtue of any
expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or
alterations to the Area which may be authorized by the City. 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.
6. Common Area.
Licensee shall have the nonexclusive right to use the common areas of the Property,
including MRC lobby, the loading dock area ("Common Area") for the purposes intended,
subject to such rules and regulations as City may establish from time to time.
7. 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 the Effective Date and shall
continue on a month -to -month period subject to the notice provisions of Paragraph 28
herein.
8. Continuous Duty to Operate.
Except where the Area is rendered unusable by reason of fire or other casualty,
Licensee shall at all times during this License, occupy the Area upon the Effective Date
and shall thereafter continuously conduct operations in the Area in accordance with the
teens of this License.
9. Conditions of Use.
9.1 A Surcharge is a fee charged by the owner of the ATM to the financial
institution from which the customer holds its account. Licensee agrees that it shall not
charge any Surcharge Fee for use of the ATM by any of the Licensee's members.
An Institutional Fee is a fee imposed by the financial institution, in this case
Tropical Federal Credit Union, to its member or customer. Licensee further agrees that it
shall not at any time charge an Institutional Fee to its members for use of the ATM at the
Property.
Licensee agrees that it is currently, and shall continue to be a member of the
Florida Credit Union Shared Service, Inc. so that it may best serve City employees who are
members of other participating credit unions.
9.2 The City recognizes the Licensee as an approved vendor under the City's
Administrative Policy Manual ("APM") 1-85; therefore, the City shall allow the Licensee
to use the First Floor Training Room located at the Property, at no charge, to hold no more
than three financial workshops and/or trainings for members and potential members per
calendar year. If the Licensee wishes to hold more than three financial workshops and/or
trainings for members and potential members during the calendar year, then the Licensee
shall be charged a reasonable fee as determined by the Director of the Public Facilities
department.
Licensee shall be responsible for scheduling its use of the First Floor
Training Room directly through the City's Human Resource department's Organizational
Development and Training Specialist or his/her authorized designee. Licensee shall be
responsible for obtaining approval directly from the City's Human Resource department's
Organizational Development and Training Specialist or his/her designee at least one month
in advance of an anticipated workshop or training.
10. Fee.
In consideration of this License, Licensee agrees to pay the City a monthly Use Fee
("Use Fee") of Five Hundred Dollars ($500.00) plus State of Florida Use Tax (if
applicable),
which shall be paid in advance and in full on the first day of each month, without notice or
demand. Nothing in this paragraph shall be construed to grant Licensee the right to use or
occupy the Area for a term greater than on a month -to -month basis.
Payments shall be made payable to the "City of Miami" and shall be mailed to the
following address: City of Miami, 444 S.W. 2nd Avenue, 3rd Floor, Asset Management
Division, ATTN: Lease Manager, Miami, Florida 33130, or such other address as may be
designated from time to time from the City Manager or his/her designee.
11. Late Fee and Interest.
In the event any installment of the Use Fee is not received by the City within five
(5) days after it becomes due, Licensee shall pay to City a late charge of ten percent (10%)
of the amount due. 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 not 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. Additionally, Any amount not paid to
the City within five (5) days after the date on which such amount is due shall bear interest
at the rate of 18% per annum from its due date until paid. Payment of such interest shall
not excuse or cure any violation by the Licensee.
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 the City shall not constitute a waiver of the Licensee's violation with respect
to such overdue amount, nor prevent the City from exercising any of its other rights and
remedies granted hereunder or at law or in equity. Payment of such interest shall not
excuse or cure any violation by Licensee under this License.
12. 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.
13. Guarantee Deposit.
None.
14. Reporting Requirements.
14.1 Financials.
Within one hundred twenty (120) days after the end of its fiscal year, Licensee shall
deliver or cause to be delivered to the Director a financial statement which includes, among
other things, information on the Licensee's business operations for the fiscal year.
Notwithstanding the above and during the Tenn of this License, and for a period
expiring three (3) years after the expiration of the teen, at its option the City may, at its sole
cost and expense, audit Licensee's business affairs, records, program files, sales slips and
sales tax records in connection with Licensee's sales on, from or related to the Property for
the period covered by any financial statement, report or record furnished to the City.
Licensee shall allow the City or auditors of the City to inspect all or any part of the
source documents and records for the aforesaid reports. Said inspection shall be conducted
at the sole discretion of the City. Records shall be available Monday through Friday,
inclusive, between the hours of 8:00 AM and 5:00 PM at the Licensee's address provided
in Paragraph 28 of this License or at such other address as Licensee may direct, if notice is
required after the termination of this License. Copies requested by the City shall be
furnished to the City at no cost. This License is subject to the audit and inspection rights
set forth in Sections 18-100 to 18-102 of the Code.
15. Services and Utilities.
15.1 Licensee's responsibilities.
Licensee, at its sole cost and expense, during its occupancy of the Area, shall
install, maintain and operate the ATM Equipment as well as all costs for
installation of any lines and equipment necessary. Licensee, at its sole cost and expense,
shall install all utilities that are required for its use for such services.
Licensee agrees to provide any and all security it deems necessary to protect its
operations and equipment.
15.2 City's responsibilities.
City, at its sole cost, shall pay for the following utilities:
Electricity for the ATM.
The City reserves the right to interrupt, curtail or suspend the provision of any
utility service provided by it, including but not limited to, heating, ventilating and air
conditioning systems and equipment serving the Area, to which Licensee 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 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. City agrees to allow
Licensee accessibility to ATM for service during City business hours.
16. Condition of the Area.
Licensee accepts the Area "as is", in its present condition and state of repair and
without any representation by or on behalf of City, and agrees that City shall, under no
circumstances, be liable for any latent, patent or other defects in the Area. Licensee, at its
sole cost, shall maintain the Area in good order and repair at all times and in an attractive,
clean, safe and sanitary condition and shall suffer no waste or injury thereto. Licensee shall
be responsible for all repairs to the Area required or caused by Licensee's use of part
thereof.
Licensee agrees to make all changes necessary to the Area at Licensee's sole cost
and expense in order to comply with all City, County and State code requirements for
Licensee's occupancy thereof.
17. Improvements, Alterations, Additions or Replacements.
Except in the event of an emergency, Licensee shall not make any repair or
alteration 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.
The Licensee shall submit to the City proof of funding and/or its financing plans
along with 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
alterations including, but not limited to, design, construction, installation, and permitting
costs.
All alterations to the Area, whether or not by or at the expense of the Licensee,
shall, unless otherwise provided by written agreement of the parties hereto, immediately
upon their completion become the property of the City and shall remain and be surrendered
with the Area. In the event of an emergency, Licensee may reasonably proceed to perform
such repair work and shall immediately notify City of such work.
18. Violations, Liens and Security Interests.
The Licensee shall not suffer or permit any statutory, laborers, material person, or
construction liens to be filed against the title to the Area or the Property, nor against any
alteration by any reason, including but not limited to, by reason of work, labor, services,
tax liabilities or materials supplied to the Licensee or anyone having a right to possession
of the Area. Nothing in this 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 the lien by deposit in court of bonding or other acceptable forn
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. Licensee further agrees to hold City harmless from, and to indemnify the City
against, any and all claims, demands and expenses, including reasonable attorney's fees, by
reason of any claims of any contractor, subcontractor, material person, laborer or any other
third person with whom Licensee has contracted or otherwise is found liable for, in respect
to the Area or the Property.
19. 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, the
Program Consultants, 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 Areas or Property, or from hurricane or any act of
God or any act of negligence of any user of the facilities or occupants of the Areas or
Property or any person whomsoever whether such damage or injury results from
conditions arising upon the Areas or Property or upon other portions of the Property or
from other sources. Licensee indemnifies the City its officers, agents and employees from
and against any and all such claims even if the claims, costs, liabilities, suits, actions,
damages or causes of action arise from the negligence or alleged negligence of the City,
including any of its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the
right to utilize and occupy the Areas or Property, Licensee, on behalf of himself, his agents,
invitees and employees, does hereby release from any legal liability the City, its officers,
agents and employees, from any and all claims for injury, death or property damage
resulting from Licensee's use of the Area or Property.
20. Additional Expenses.
Under no circumstances will the City be liable for any costs or expenses incurred
by Licensee under this License.
21. Indemnification And Hold Harmless.
Licensee shall indemnify, defend and hold harmless the City and its officials,
employees and agents (collectively referred to as "Indemnitees") and each of them from
and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's
fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or
death of any person or damage to or destruction or loss of any property arising out of,
resulting from, or in connection with (i) the performance or non-performance of the
services contemplated by this 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"), regardless of whether it is, or is alleged to be, caused in whole or part
(whether joint, concurrent or contributing) by any act, omission or default or negligence
(whether active or passive) of the Indemnitees, or any of them or unless such injuries or
damages are ultimately proven to be the result of grossly negligent or willful acts or
omissions on the part of the City, its officials and/or employee; or, (ii) the failure of the
Licensee to comply with any of the paragraphs herein or the failure of the Licensee to
conform to statutes, ordinances, codes, rules, or other regulations or requirements of any
governmental authority, federal or state, in connection with the performance of this
License. Licensee expressly agrees to indemnify and hold hannless the Indemnitees, or
any of them, from and against all liabilities which may be asserted by an employee or
former employee of Licensee, or any of its subcontractors, as provided above, for which
the Licensee's liability to such employee or former employee would otherwise be limited
to payments under state Workers' Compensation or similar laws.
Licensee further voluntarily and knowingly acknowledges that, as lawful
consideration for being granted the right to utilize and occupy the Area, Licensee, on
behalf of himself, his agents, invitees and employees, does hereby release from any legal
liability the City, its officers, agents and employees, from any and all claims for injury,
death or property damage resulting from Licensee's use of the Area. The Licensee affirms
that the granting of this 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.
22. 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 "C"
attached hereto and made a part hereof. The City is self insured.
23. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, fixtures and/or equipment belonging to or rented by Licensee, its
officers, agents, employees, invitees or patrons occurring in or about the Area that may be
stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam,
electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part
of the Property, or from the breakage, leakage, obstruction or other defects of the pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or
from hurricane or any act of God or any act of negligence of any user of the facilities or
occupants of the Area or any person whomsoever whether such damage or injury results
from conditions arising upon the Area or upon other portions of the Area or from other
sources. Licensee indemnifies the City, its officers, agents and employees from and
against any and all such claims even if the claims, costs, liabilities, suits, actions, damages
or causes of action arise from the negligence or alleged negligence of the City, including
any of its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the
right to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees and
employees, does hereby release from any legal liability the City, its officers, agents and
employees, from any and all claims for injury, death or property damage resulting from
Licensee's use of the Area.
24. 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).
25. Taxes and Fees
Licensee shall pay before any fine, penalty, interest or costs is added for
nonpayment, any and all charges, fees, taxes or assessments levied (collectively
"Assessments"), against the Area or its proportionate share of use of the Property and/or
against personal property of any kind, owned by or placed in, upon or about the Property by
Licensee, including, but not limited to, ad valorem taxes, fire fees and parking surcharges.
In the event Licensee appeals an Assessment, Licensee shall immediately notify the City of
its intention to appeal said Assessment and shall furnish and keep in effect a surety bond of
a responsible and substantial surety 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.
Failure of the Licensee to pay any Assessment or any installment payment thereof
shall constitute a violation under this License.
26. Automatic Revocation.
Either party may revoke this License at any time without cause. A commercially
reasonable period (not to exceed 10 days) 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 Area.
27. Notices.
All notices or other communications which may be given pursuant to this License
shall be in writing and shall be deemed properly served if delivered by personal service or
by certified mail addressed to City and Licensee at the address indicated herein or as the
same may be changed from time to time. Such notice shall be deemed given on the day on
which personally served; or if by certified mail, on the fifth day after being posted or the
date of actual receipt, whichever is earlier:
28.
CITY OF MIAMI
City of Miami
Office of the City Manager
444 SW 2 Avenue, 10t1' Floor
Miami, FL 33130
WITH A COPY TO
Director
City of Miami
Department of Public Facilities
444 SW 2 Avenue, Suite 325
Miami, FL 33130
Advertising.
LICENSEE
Tropical Financial Credit Union
Att: e-Commerce Department
3050 Corporate Way
Miramar, FL 33025
WITH A COPY TO
Tropical Financial Credit Union
Att: VP of Administratin
3050 Corporate Way
Miramar, FL 33025
Licensee shall not permit any signs or advertising matter except as required by law,
to be placed either in the interior or upon the exterior of the Property without having first
obtained the approval of the Director or his designee, which approval may be withheld for
any or no reason, at his sole discretion. Licensee shall, at its sole cost and expense, install,
provide, maintain such sign, decoration, advertising matter or other things as may be
permitted hereunder in good condition and repair at all times. Licensee must further obtain
approval from all governmental authorities having jurisdiction, and must comply with all
applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon
the cancellation of this License, Licensee shall, at its sole cost and expense, remove any
sign, decoration, advertising matter or other thing permitted hereunder from the Area. If
any part of the Area is in any way damaged by the removal of such items, said damage shall
be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any
damage caused to the Area within ten (10) days after receipt of written notice from City
directing the required repairs, City shall cause the Area to be repaired at the sole cost and
expense of Licensee. Licensee shall pay City the full cost of such repairs within five (5)
days of receipt of an invoice indicating the cost of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Property an appropriate sign indicating City's having issued this
License.
29. Hazardous Materials.
The Licensee shall, at its sole cost and expense, at all times and in all respects
comply with all federal, state and local laws, statutes, ordinances and regulations, rules,
rulings, policies, orders and administrative actions and orders relating to hazardous
materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous
Materials Laws relating to industrial hygiene, environmental protection or the use, storage,
disposal or transportation of any flammable explosives, toxic substances or other
hazardous, contaminated or polluting materials, substances or wastes, including, without
limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or
"Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances
or regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect
and comply with all conditions of any and all permits, licenses and other governmental and
regulatory approvals relating to the presence of Hazardous Materials within, on, under or
about the Area or required for the Licensee's use of any Hazardous Materials in or about
the Area in conformity with all applicable Hazardous Materials Laws and prudent industry
practices regarding management of such Hazardous Materials. Upon cancellation or
revocation of this Permit, the Licensee shall, at its sole cost and expense, cause all
Hazardous Materials, including their storage devices, placed in or about the Area by the
Licensee or at the Licensee's direction, to be removed from the Area and transported for
use, storage or disposal in accordance and compliance with all applicable Hazardous
Materials Laws. The Licensee may operate according to the custom of the industry so long
as the use or presence of Hazardous Materials is strictly and properly monitored according
to, and in compliance with, all applicable governmental requirements. The requirements of
this Paragraph of the License shall survive the cancellation or revocation of this License.
The City represents that:
To the best of its knowledge there are no environmental violations, whether under
federal, state, or local laws, existing on the Area;
To the best of its knowledge there are no Hazardous Materials presently existing on
the Area.
30. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit. Licensee may, have an appropriately
licensed person test the Area for radon. If the radon level exceeds acceptable EPA
standards, the City may choose to reduce the radon level to an acceptable EPA level, failing
which either party may cancel this License.
31. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and effect
throughout the teen of this License, at its sole expense, all federal, state and local licenses,
authorizations and permits that are necessary for Licensee to conduct its commercial
activities.
Licensee shall be responsible for paying the cost of said applications and obtaining
said licenses, authorizations and permits.
32. Compliance with all Applicable Laws.
Licensee accepts this License and hereby acknowledges that Licensee's strict
compliance with all applicable federal, state and local laws, ordinances and regulations is a
condition of this License, and Licensee 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.
33. Ownership of Improvements.
As of the Effective Date and throughout the use period, all buildings and
improvements thereon shall be vested in City. Furthermore, title to all Alterations made in
or to the Area, whether or not by or at the expense of Licensee, shall, unless otherwise
provided by written agreement, immediately upon their completion become the property of
the City and shall remain and be surrendered with the Property. The ATM machine is the
personal property of Licensee and will not revert to the City but remain with the Licensee.
34. Surrender of Area.
At the time of revocation or tennination of the License, Licensee shall peacefully
surrender the Area broom clean and in good condition and repair together with all
alterations, fixtures, installation, additions and improvements which may have been made
in or attached on or to the Area. Upon surrender, Licensee shall promptly remove all its
personal property, trade fixtures and equipment and Licensee shall repair any damage to
the Area caused thereby. Should Licensee fail to repair any damage caused to the Area
within ten (10) days after receipt of written notice from City directing the required repairs,
City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee
shall pay City the full cost of such repairs within ten (10) days of receipt of an invoice
indicating the cost of such required repairs. At City's option, City may require Licensee to
restore the Area so that the Area shall be as it was on the Effective Date.
In the event Licensee fails to remove its personal property, equipment and fixtures
from the Area within the time limit set by the notice, said property shall be deemed
abandoned and thereupon shall become the sole personal property of the City. The City, at
its sole discretion and without liability, inay remove and/or dispose of same as City sees fit,
all at Licensee's sole cost and expense.
35. 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 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.
36. 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.
37. No Assignment or Transfer.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it
by this License. Any assignment, sale or disposition of this License or any interest therein
by Licensee shall result in the automatic termination of this License without notice by the
City Manager.
38. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to
City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to
allow access by the City and the public to all documents subject to disclosure under
applicable law.
39. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City
Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et.
seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will
fully comply in all respects with the terms of said laws and any future amendments thereto.
Licensee covenants that no person or entity under its employ, presently exercising any
functions or responsibilities in connection with this 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.
40. Americans with Disability Act.
Licensee shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of providing any work, labor or
services funded by the City including Titles I and II of the ADA (regarding
nondiscrimination on the basis of disability) and all applicable regulations, guidelines and
standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination
in employment of disabled persons.
41. 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 sex, age, race, color, religion, ancestry or national origin. Licensee and/or its
authorized agents will take affirmative action to insure that minority applicants are
employed and that employees are fairly treated during employment without regard to their
sex, age, race, color, religion, ancestry, or national origin. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion or transfer, recruitment
or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation.
42. No Discrimination for Hiring
Licensee represents and warrants to the City that Licensee does not and will not
engage in discriminatory practices and that there shall be no discrimination in connection
with Licensee's use of the Property on account of race, color, sex, religion, age, handicap,
marital status or national origin.
43. 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 fore and correctness by the
City Attorney, provided in writing and signed by both parties.
44. 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.
45. Litigation; Venue.
Any dispute or civil action herein shall be resolved in the courts of Miami -Dade
County, Florida. The parties shall attempt to mediate any dispute without litigation. If the
parties agree to mediate any such dispute the standards and procedures of set forth in
Chapter 44, Florida Statutes, "Mediation Alternatives to Judicial Action", as amended, will
apply. However, this is not intended to establish mediation as a condition precedent before
pursuing specific performance, equitable or injunctive relief.
46. Waiver of Jury Trial.
The Parties hereby knowingly, irrevocable, voluntarily and intentionally waive any
right either may have to a trial by jury in respect of any action, proceeding or counterclaim
based on this 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.
47. 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, 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.
48. 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.
49. 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 f negotiations between the Parties and has been typed/printed by one party for
the convenience of both Parties, and the Parties covenant that this License shall not be
construed in favor of or against either of the Parties.
50. 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.
51. 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.
52. No Partnership.
Nothing contained herein shall snake, or be construed to make any party a principal,
agent, partner or joint venturer of the other.
53. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
License.
54. 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.
55. Entire License.
This instrument and its attachments constitute the sole and only agreement of the
Parties hereto and correctly set forth the rights, duties and obligations of each to the other
as of its date. Any prior agreements, promises, negotiations or representations not
expressly set forth in this License are of no force or effect.
SPACE 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
City Clerk
Johnny Martinez, P.E.
City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By: By:
Calvin Ellis, Director
Department of Risk Management
WITNESS:
Victoria Mendez
City Attorney
LICENSEE:
By: By:
Signature Signature
By:
Print Name Print Name
Signature Date
Print Name
EXHIBIT A
ATM is located on the first floor at
444 SW 2 Ave, Miami, Florida
inside the City of Miami Administration Building
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01-a13T-02.E-0020
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ITY OF MIAMI-DEPT OF
P£D
SSET MANAGEMENT
DIVISION
444 SW 2 AVE STE #325
MIAM1 FL
331'30 1 10
3e ty r€if ri'Eixation:
00t COMMUhNITY
FACILITIES
j040 MUNICIPAL
RIVERSIDE PI 4.74 PB
130-43 TR 2 LESS BE
14E COR; OF TR 2 TFI S
02DEGE14.93FTS
2 DEG E 24.07FT S
r DEG Ni 2.75FT S 02
DEG E 103,94FT S 23
DEG w 29.04FT
EXHIBIT B
City of Miami Administration Building
located at 444 SW 2 Ave, Miami, Florida 33130
ACTIVE TOOL- SELECT
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I :M r°1ai :h:hcarhood I Property Appraiser
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144 ft
If you experience technical'. difficulties with the Property Information application,
or wish to send us your corns erits, questions or surdgestiuns
please entai:l'. us. at 1iVeLr..m ster..
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Water
EXHIBIT C
INSURANCE
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 included as an Additional Insured
II. 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
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
IV. 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
V. Business Personal Property
Causes of Loss: Special Form
Valuation: Replacement Fonn
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 not less than (30) days prior to any such
cancellation or material change. The City reserves the right to reasonably amend the
insurance requirements by the issuance of a notice in writing to licensee.
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.
REVOCABLE LICENSE
ISSUED BY THE
CITY OF MIAMI
TO
TROPICAL FINANC CREDIT UNION
FOR THE OCCUPANCY OF T E PROPERTY LOCATED AT
CITY OF MIAMI RIVERSIDE CE TER ADMINISTRATION BUILDING
444 SW 2, AVENUE, FIRST FLOOR
MIAMI, FLORIDA 33130
TABLE OF CONTENTS
1. Recitals. 4
2. Definitions 4
3. Purpose 5
4, Cancellation of Previous Agreements 5
5. Interest Conferred by this License. 5
6, Common Area. 6
7. Occupancy and Use Period. 6
8. Continuous Duty to Operate 6
9. Conditions of Use. 7
10. Fee 7
11. Late Fee.
12. Returned Check Fee ,/8
13. Guarantee Deposit. / 9
14. Reporting Requirements. 9
15. Services and Utilities. 10
16. Condition of the Area. 11
17. Improvements, Alterations, Additions or Replacements. .! 11
18. Violations, Liens and Security Interests. 12
19. No Liability. 13
20. Additional Expenses. 14
21, Indemnification And Hold Harmless rI 14
22. Insurance. 15
23. No Liability. 15
24.... Safety._... _ _ 16
25. Taxes and Fees 16
26. Revocation by Request of Either of the Parties Without Cause. 17
27. Automatic Revocation by City Manager for Cause 17
28. Notices. 17
29. Advertising. 18
30. Hazardous Materials. 19
31. Radon Gas. 20
32. Licenses, Authorizations and Permits 20
33. Compliance with all Applicable Laws 20
34. Ownership of Improvements. 20
35. Surrender of Area, 21
36. Severability 21
37. Invalidity. 22
38..No Assignment or Transfer. 22
39. Public Records 22
40. Conflict of Interest. 23
41. Americans with Disability Act. 23
42. Nondiscrimination. 23
i
43. No Discrimination for Hiring 24
44. Amendments and'Modifications 24
45. Attomey(s') Fees. 24
46. Litigation; Venue. 24
47. Waiver of Jury Trial 24
48. Waiver 25
49. Time of Essence. 25
50. No Interpretation Against Draftsmen. 2
51. Further Acts ' 6
52. Third Party Beneficiary 6
53. No Partnership. 26
54. Headings 26
55. Authority. 26
56. Entire License. 26
EXHIBIT A 28
EXHIBIT B 29
EXHIBIT C 30
ii
REVOCABLE LICENSE
This Revocable License ("License") is made this day of
2013
between the City of Miami ("City") a municipal corporation of the State of Florida and
Tropical Financial Credit Union, a Federally chartered credit union under the laws of the
State of Florida (the "Licensee").
WHEREAS, Licensee has expressed its interest in utilizing the Area within the
Property to operate ATM related activities for the City; and
WHEREAS, this License is not assignable; and
WHEREAS, this License is revocable at -will by the City and 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
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 et forth in
Sections 18-100, 18-101 and• 18-102 of the Code of the City of Miami; Florid as amended --
("Code"); and
WHEREAS, this License permits only certain enumerated, specific, listed
permitted uses, and does not permit anything further.
WHEREAS, this License confers no exclusive possession oft ,`e Property; and
WHEREAS, this License does not convey or transfer any right to exclude the City
from any real property; and
WHEREAS, the City and Licensee desire to enter into a R vocable License; and
WHEREAS, the Parties jointly and voluntarily stipulate ai; to the accuracy of these
recitals; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
parties hereby agree as follows:
1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this License.
2. Definitions.
2.1 "Area" shall mean 20 square feet of the ATM location on the first floor of
Miami Riverside Center ("MRC") located at 444 S.W. 2°d Avenue, Miami,
Florida, as depicted in Exhibit "A' attached hereto and made a part hereof.
2.2 "ATM Equipment" shall mean the personal property installed, operated . d
maintained by Licensee used to conduct all ATM transactions in the Area.
2.3 "City Manager" is the City Manager for the City of Miami. /
2.4 "Director" shall mean the Director of the Public Facilities for the Qit of
Miami.
2.5 "Effective Date" shall mean July 1, 2013.
2.6 "Hazardous Material Laws" means all applicable requirement 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 Cle n Air Act; the
Clean Water Act; the Resource Conservation and Reco ery Act, as
amended by the Hazardous and Solid Waste Amendm is of.1984; the Safe
Drinking Water Act; the Comprehensive Enviromne tal Response,
Compensation and Liability Act, as amended by th Superfund
Amendments and Reauthorization Act of 1986; t Occupational Health
and Safety Act; the Toxic Substances Control A t; the Pollutant Discharge
Prevention and Control Act; the Water Resour es Restoration and
Preservation Act; the Florida Air and Water P llution Control Act; the
Florida Safe Drinking Water Act; and the Fl rida Environmental
Reorganization Act of 1975.
2.7 "Permitted Uses" shall mean all automatic teller machine ("ATM")
transactions permitted in the Area which allows customers banking access
that is available 24 hours a day, as sender, receiver, and dispenser of funds
interchangeably.
2.8 "Property" shall mean the city -owned real property and improvements
containing approximately 2.01 acres located at 444 SW 2 Ave, Miami,
Florida, as more particularly described in Exhibit "B" attached hereto and
made a part hereof. '
3. Purpose.
The City is the owner of the Property. The City has determined that the Area is no
needed at this time by any of the City's offices or departments. The City has expressed is
desire to continue to assist the Licensee in accomplishing its purpose and in further ce
thereof authorizes the Licensee to occupy and use the Area for the Permitted Use, unde the
conditions hereinafter set forth. The use of the Area is strictly limited to the Permitter Use
and is not to be used for any other purpose whatsoever. Any use of the Area not aut orized
under Permitted Use must receive the prior written consent of the City Mana_ r or his
designee, which consent may be withheld for any or no reason, including, but no /limited to
additional financial consideration.
4. Cancellation of Previous Agreements.
Licensee agrees that upon execution of this License, the City sha11 automatically
cancel the Revocable License Agreement dated March 10, 1997 ("97 Agreement")
between the City of Miami and Tropical Federal Credit Union for the re of approximately
140 square feet of space on the third floor of Miami Riverside Cent`r ("MRC") located at
444 S.W. 2nd Avenue, Room 311, Miami, Florida, without the need; or further action by the
Parties.
5. Interest Conferred by this License.
This License confers no exclusive possession of t e Area. The Licensee cannot
exclude the City from the Area.
This License solely authorizes Licensee to the t; nporary use of the Area for the
limited purposes set forth herein and for no other purpose. The parties hereby agree that
the provisions of this License do not constitute a leas. The rights of Licensee hereunder
are not those of a tenant, but are a mere personal privilege to do certain acts of a temporary
character on the Area and to use the Area, subject to the terms of this License. The City
retains dominion, possession and control of the Area. Therefore, no lease interest in the
Area is conferred upon Licensee under the provisions hereof. Licensee does not and shall
not claim at any tirne any interest or estate of any kind or extent whatsoever in the Area or
Property by virtue of this License or its use of the Area or Property hereunder.
Additionally, Licensee does not and shall not claim at any any interest or estate of any
kind or extent whatsoever in the Area or Property by virtue of any expenditure of funds by
the•Licensee for improvements, construction, repairs, partitions, or alterations to the Area
which may be authorized by the City.
6. Common Area.
Licensee shall have the nonexclusive right to use the common areas of the/ roperty,
including MRC lobby, the loading dock area ("Common Area") for the purposds intended,
subject to such rules and regulations as City may establish from time to tim
7. Occupancy and Use Period.
This License is revocable -at -will, subject to the notice requir inents below.
Unless this License is revoked or terminated as provided in this License, this License shall
commence on the Effective Date and shall continue on a month- o-month period until the
first to occur of the following: (i) revocation or termination • this License pursuant to
Paragraph 26, or (ii) automatic termination of this License su ject to the notice provisions
of Paragraph 28 herein.
8. Continuous Duty to Operate.
Except where the Area is rendered unusable •. reason of fire or other casualty,
Licensee shall at all times during this License, occupy the Area upon the Effective Date
and shall thereafter continuously conduct operatio s in the Area in accordance with the
terms of this License.
9. Conditions of Use.
9.1. A Surcharge is a fee charged by the owner of the ATM to the financial
institution from which the customer holds its account. Licensee agrees that it shall not
charge any Surcharge Fee for use of the ATM by any of the Licensee's members.
An Institutional Fee is a fee imposed by the financial institution, in this case
Tropical Federal Credit Union, to its member or customer. Licensee further agrees that it
shall not at any time charge an Institutional Fee to its members for use of the ATM at the
Property.
Licensee agrees that it is currently, and shall continue to be a member of the
Florida Credit Union Shared Service, Inc. so that it may best serve City employees who al/.�
members of other participating credit unions.
9.2 The City recognizes the Licensee as an approved vendor under the City's
Administrative Policy Manual ("APM") 1-85; therefore, the City shall allow the Li nsee
to use the First Floor Training Room located at the Property, at no charge, to hold n more
than three financial workshops and/or trainings for members and potential me ers per
calendar year. If the Licensee wishes to hold more than three financial worksho s and/or
trainings for members and potential members during the calendar year, then t Licensee
shall be charged a reasonable fee as determined by the Director of the Pub c Facilities
department.
Licensee shall be responsible for scheduling its use of the First Floor
Training Room directly through the City's Human Resource department' Organizational
Development and Training Specialist or his/her authorized designee. icensee shall be
responsible for obtaining approval directly from the City's Human Res urce department's
Organizational Development and Training Specialist or his/her design e at least one month
in advance of an anticipated workshop or training.
10. Fee.
In consideration of this License, Licensee agrees to pay the City a monthly Use Fee
("Use Fee") of Five Hundred Dollars ($500.00) plus State of Florida Use Tax (if
applicable),
which shall be paid in advance and in full on the first day of each month, without notice or
demand. Nothing in this paragraph shall be construed to grant Licensee the right to use or
occupy the Area for a term greater than on a month -to -month basis.
Payments shall be made payable to the "City of Miami" and shall be mailed
to the following address: City of Miami, 444 S.W. 2°1 Avenue, 3rd Floor, Asset
Management Division, ATTN: Lease Manager, Miami, Florida 33130, or such other
address as may be designated from time to time from the City Manager or his/her designee.
11. Late Fee and Interest.
In the event any installment of the Use Fee is not received by the City w in five
(5)days after it becomes due, Licensee shall payto Citya late charge often erct (3%)of
Y g P/
the amount due. Such late fee shall constitute additional fees due and paya le to City by
Licensee upon the date of payment of the delinquent payment referenced above.
P pYm q pY
Acceptance of such late charge by City shall not constitute a waive r of Licensee's
violations with respect to such overdue amount nor prevent City from he pursuit of any
remedy to which City may otherwise be entitled. Additionally, Any amount not paid to
the City within five (5) days after the date on which such amount is o ue shall bear interest
at the rate of 18% per annum from its due date until paid. Payment of such interest shall
not excuse or cure any violation by the Licensee.
Such late fee shall constitute additional fees due and pa able to City by Licensee
upon the date ofpayment of the delinquent payment referenced above. Acceptance of such
late charge by the City shall not constitute a waiver of the Lice c see's violation with respect
to such overdue amount, nor prevent the City from exercis g any of its other rights and
remedies granted hereunder or at law or in equity. Pa ►ent of such interest shall not
excuse or cure any violation by Licensee under this Lice .e.
12. 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% ofthe returned amount.
The Returned Check Fee shall constitute additional fees due and payable, to City
Licensee, upon the date of payment of the delinquent payment referenced ab
Acceptance of Returned Check Fee by City shall, in no event, constitute a waiv r 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.
13. Guarantee Deposit.
None.
14. Reporting Requirements.
14.1 Financials.
Within one hundred twenty (120) days after the end of its fiscal , ear, Licensee shall
deliver or cause to be delivered to the Director a financial statement w .ch includes, among
other things, information on the Licensee's business operations for i e fiscal year.
Notwithstanding the above and during the Term of this L cense, and for a period
expiring three (3) years after the expiration of the term, at its option the City may, at its sole
cost and expense, audit Licensee's business affairs, records, p Es gram files, sales slips and
sales tax records in connection with Licensee's sales on, fro or related to the Property for
the period covered by any financial statement, report or re rd furnished to the City.
Licensee shall allow the City or auditors of the Ci to inspect all or any part ofthe
source documents and records for the aforesaid reports. aid inspection shall be conducted
at the sole discretion of the City. Records shall be available Monday through Friday,
inclusive, between the hours of 8:00 AM and 5:00 P at the Licensee's address provided
in Paragraph 28 of this License or at such other add,ess as Licensee may direct, if notice is
required after the termination of this License. Copies requested by the City shall be
furnished to the City at no cost. This License is subject to the audit and inspection rights
set forth in Sections 18-100 to 18-102 of the Code.
15. Services and Utilities.
15.1 Licensee's responsibilities.
Licensee, at its sole cost and expense, during its occupancy of the Area, shall
install, maintain and operate the ATM Equipment as well as all costs fo
installation of any lines and equipment necessary. Licensee, at its sole cost and expe 'e,
shall install all utilities that are required for its use for such services.
Licensee agrees to provide any and all security it deems necessary to prot: ct its
operations and equipment.
15.2 City's responsibilities.
City, at its sole cost, shall pay for the following utilities:
Electricity for the ATM.
The City reserves the right to interrupt, curtail or suspend te provision of any
utility service provided by it, including but not limited to, heatin;,, ventilating and air
conditioning systems and equipment serving the Area, to which L'censee may be entitled
hereunder, when necessary b.y 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 c. se beyond the reasonable
control of the City. The work of such repairs, alteratio or improvements shall be
prosecuted with reasonable diligence. The City shall in no 'r spect be liable for any failure
of the utility companies or governmental authorities to sup ly utility service to Licensee or
for any limitation of supply resulting from government orders or directives. Licensee
shall not claim any damages by reason of the City's r other individual's interruption,
curtailment or suspension of a utility service, nor shal the Revocable License or any of
Licensee's obligations hereunder be affected or red4ced thereby. City agrees to allow
Licensee accessibility to ATM for service during City business hours.
16. Condition of the Area.
Licensee accepts the Area "as is", in its present condition and state of repair an
without any representation by or on behalf of City, and agrees that City shall, unde no
circumstances, be liable for any latent, patent or other defects in the Area. License., at its
sole cost, shall maintain the Area in good order and repair at all times and in an tractive,
clean, safe and sanitary condition and shall suffer no waste or injury thereto. L. ensee shall
be responsible for all repairs to the Area required or caused by Licens-d's use of part
thereof.
Licensee agrees to make all changes necessary to the Area at .' icensee's sole cost
and expense in order to comply with all City, County and State ode requirements for
Licensee's occupancy thereof.
17. Improvements, Alterations, Additions or Replace ents.
Except in the event of an emergency, Licensee shall not make any repair or
alteration required or permitted to be performed by Licensee unless and until Licensee
shall have caused plans and specifications therefore o 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 condi oned or withheld for any or no reason
whatsoever.
The Licensee shall submit to the City •. oof of funding and/or its financing plans
along with the plans and specifications. Tte Licensee shall be solely responsible for
applying and acquiring all necessary pe its, including but not limited to, building
permits. The Licensee shall be respons' le for any and all costs associated with any
alterations including, but not limited to, design, construction, installation, and permitting
costs.
All alterations to the Area, hether or not by or at the expense of the Licensee,
shall, unless otherwise provided b written agreement of the parties hereto, immediately
upon their completion become the'property of the City and shall remain and be surrendered
with the Area. In the event of an emergency, Licensee may reasonably proceed to perform
such repair work and shall immediately notify City of such. work.
18. Violations, Liens and Security Interests.
The Licensee shall not suffer or permit any statutory, laborers, material person, or
construction liens to be filed against the title to the Area or the Property, nor again any
alteration by any reason, including but not limited to, by reason of work, labor, rvices,
tax liabilities or materials supplied to the Licensee or anyone having 'a right to
of the Area. Nothing in this License shall be construed as constituting t
request of the City, expressed or implied, by inference or otherwise, to
subcontractor, laborer or material person for the performance of any labo,
of any materials for any specific Alteration, or repair of or to the
Licensee the right, power or authority to contract for or permi
services or the furnishing of any materials that would give
construction liens against the Property. If any construction, t
time be filed against the Property, the Licensee shall cause
within fifteen (15) days after the date the Licensee acquire
Licensee shall fail to discharge a construction or othe
addition to any other right or remedy available to the,
obligated to, discharge the lien either by payin
procuring the discharge of the lien by deposit in
of security in lieu thereof. Additionally, the
for the foreclosure of the construction lie
judgment, if any, in favor of the lienor
understanding that all amounts paid by t
ossession
consent or
y contractor,
or the furnishing
a nor as giving the
the rendering of any
se to the filing of any
or other lien shall at any
t to be discharged of record
knowledge of its filing. If the
lien within that period, then in
ity, the City may, but shall not be
the amount claimed to be due or by
court of bonding or other acceptable form
ty may compel the prosecution of an action
by the lienor and pay the amount of the
ith interest, costs and allowances), with the
e 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 keepin 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 on
hundred ten percent (110%) of the amount of the contested lien claim with all interest o it
and costs and expenses, including reasonable attorneys' fees, to be incurred in conne tion
therewith. Licensee further agrees to hold City harmless from, and to indemnify t iCity
against, anyand all claims, demands and expenses, includingreasonable attorne 's e es
g P � Y � by
reason of any claims of any contractor, subcontractor, material person, laborer o any other
third person with whom Licensee has contracted or otherwise is found liable f. , in respect
to the Area or the Property.
19. 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 re ted by Licensee, the
Program Consultants, their officers, agents, employees, invitees or patrons occurring in or
about the Property that may be stolen, destroyed, or in any woy 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 om the breakage, leakage,
obstruction or other defects of the pipes, sprinklers, wire:, appliances, plumbing, air
conditioning or lighting fixtures of the Areas or Property, q from hurricane or any act of
God or any act of negligence of any user of the faciliti s or occupants of the Areas or
Property or any person whomsoever whether such amage or injury results from
conditions arising upon the Areas or Property or upo other portions of the Property or
from other sources. Licensee indemnifies the City its fficers, agents and employees from
and against any and all such claims even if the cl ms, costs, liabilities, suits, actions,
damages or causes of action arise from the neglige ce or alleged negligence of the City,
including any of its employees, agents, or official .
Licensee further acknowledges that as 1 4'ful consideration for being granted the
right to utilize and occupy the Areas or Property Licensee, on behalf of himself, his agents,
invitees and employees, does hereby release from any legal liability the City, its officers,
agents and employees, from any and all claims for injury, death or property damage
resulting from Licensee's use of the Area or Property.
20. Additional Expenses,
Under no circumstances will the City be liable for any costs or expenses incurred
by Licensee under this License.
21. Indemnification And Hold Harmless.
Licensee shall indemnify, defend and hold harmless the City and its of ii ials,
employees and agents (collectively referred to as "Indemnitees") and each of the from
and against all loss, costs, penalties, fines, damages, claims, expenses (including tomey's
fees) or liabilities (collectively referred to as "Liabilities") by reason of any ' Sjury to or
death of any person or damage to or destruction or loss of any property ar sing out of,
resulting from, or in connection with (i) the performance or non-perfo ance of the
services contemplated by this License which is or is alleged to be direc y or indirectly
caused, in whole or in part, by any act, omission, default or negligence h hether active or
passive) of Licensee or its employees, agents or subcontractors (collect vely referred to as
"Licensee"), regardless of whether it is, or is alleged to be, caused in whole or part
(whether joint, concurrent or contributing) by any act, omission or default or negligence
(whether active or passive) of the Indemnitees, or any of them o r unless such injuries or
damages are ultimately proven to be the result of grossly ne, ligent or willful acts or
omissions on the part of the City, its officials and/or employs e; or, (ii) the failure of the
Licensee to comply with any of the paragraphs herein or r ne failure of the Licensee to
conform to statutes, ordinances, codes, rules, or other re nations or requirements of any
governmental authority, federal or state, in connecti n with the performance of this
License. Licensee expressly agrees to indemnify an hold harmless the Indemnitees, or
any of them, from and against all liabilities whic may be asserted by an employee or
former employee of Licensee, or any of its sub ntractors, as provided above, for which
the Licensee's liability to such employee or fo er employee would otherwise be limited
to payments under state Workers' Compensa on or similar laws.
Licensee further voluntarily and knowingly acknowledges that, as lawful
consideration for being granted the rigl} to utilize and occupy the Area, Licensee, on
behalf of himself, his agents, invitees and employees, does hereby release from any legal
liability the City, its officers, agents and employees, from any and all claims for injury,
death or property damage resulting from Licensee's use of the Area. The Licensee affirms
that the granting of this 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.
22. Insurance.
Licensee, at its sole cost, shall obtain and maintain in full force and eff ct at all
times throughout the period of this License, the insurance as set forth in bit "C"
attached hereto and made a part hereof. The City is self insured.
23. 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 anted by Licensee, its
officers, agents, employees, invitees or patrons occurring in or abo it the Area that may be
stolen, destroyed, or in any way damaged, including, without li ation, fire, flood, steam,
electricity, gas, water, rain, vandalism or theft which may leak o flow from or into any part
of the Property, or from the breakage, leakage, obstruction • other defects of the pipes,
sprinklers, wires, appliances, plumbing, air conditioning or fighting fixtures of the Area, or
from hurricane or any act of God of any act of negligenc of any user of the facilities or
occupants of the Area or any person whomsoever whet er such damage or injury results
from conditions arising upon the Area or upon other portions of the Area or from other
sources. Licensee indemnifies the City, its offices, agents and employees from and
against any and all such claims even if the claims, . sts, liabilities, suits, actions, damages
or causes of action arise from the negligence oreged negligence of the City, including
any of its employees, agents, or officials.
Licensee further acknowledges that a lawful consideration for being granted the
right to utilize and occupy the Area, License , on behalf of himself; his agents, invitees and
employees, does hereby release from any legal liability the City, its officers, agents and
employees, from any and all claims for injury, death or property damage resulting from
Licensee's use of the Area.
24. Safety.
Licensee will allow City inspectors, agents or representatives the ability to moni
r
its compliance with safety precautions as required by federal, state or local laws, les,
regulations and ordinances. By performing these inspections the City, its age ts, or
representatives are not assuming any liability by virtue of these laws, rules, regula ions and
ordinances. Licensee shall have no recourse against the City, its agents, or repr
sentatives
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 Dep. , ent at (305)
416-1700 to schedule the inspection(s).
25. Taxes and Fees
Licensee shall pay before any fine, penalty, interest
nonpayment, any and all charges, fees, taxes or assessme
"Assessments"), against the Area or its proportionate share of
against personal property of any kind, owned by or placed in,
Licensee, including, but not limited to, ad valorem taxes, fir
In the event Licensee appeals an Assessment, Licensee sha
its intention to appeal said Assessment and shall furnish
a responsible and substantial surety that is reasonabl
security reasonably satisfactory to the City in an a
percent of the contested Assessment with all int
including reasonable attorneys' fees, to be incurred
to pay such Assessments either in lump sum or o
Failure of the Licensee to pay any Asses
shall constitute a violation under this License.
costs is added for
ts levied (co llectively
se of the Property and/or
on or about the Property by
fees and parking surcharges.
immediately notify the City o f
d keep in effect a surety bond of
acceptable to the City or other
unt sufficient to pay one hundred
'rest on it and costs and expenses,
connection with it. Licensee agrees
an installment plan.
ment or any installment payment thereof
26. Revocation by Request of Either of the Parties Without Cause.
Either party may revoke this License at any time without cause .by giving not less
than thirty (30) days written notice to the non -revoking party prior to the effective date o
the revocation.
This is a revocation for convenience clause and neither party shall have an
recourse against the other party due to the exercise of such revocation provided; howev ,
that Licensee must pay its fees due to the City under this License through the effective dhte
o f such revocation.
27. Automatic Revocation by City Manager for Cause.
Licensee agrees to abide by each and every term and condition ofthis /License. If
Licensee or its Program Consultants violate the restrictions and conditions f this License
in any manner, then, and in that event, after ten (10) days written notice ven to Licensee
by the City Manager within which to cease such violation or to be ' to correct such
deficiencies, and upon failure of Licensee to do so after such written n tice, within said ten
(10) day period, this License shall be automatically revoked witho t the need for further
action by the City.
Upon such automatic revocation, Licensee shall abide by the terms of Paragraph 35
herein.
28. Notices.
All notices or other communications which may be liven pursuant to this License
shall be in writing and shall be deemed properly served if elivered by personal service or
by certified mail addressed to City and Licensee at the dress indicated herein or as the
same may be changed from time to time. Such notice s all be deemed given on the day on
which personally served; or if by certified mail, on t fifth day after being posted or the
date of actual receipt, whichever is earlier:
CITY OF MIAMI
1
LICENSEE
City of Miami Tropical Financial Credit Union
Office of the City Manager
444"SW 2"Avenue, 10th Floor
Miami, FL 33130
WITH A COPY TO
Director
City of Miami
Department of Public Facilities
444 SW 2 Avenue, Suite 325
Miami, FL 33130
Att: e-Commerce Department
3050'Carpet ate Way
Miramar, FL 33025
J
WITH A COPY TO
Tropical Financial Credit Union
Att: VP ofAdministratin
3050 Corporate Way
Miramar, FL 33025
29. Advertising. ..
Licensee shall not permit any signs or advertising matter except as requir 1d by law,
to be placed either in the interior or upon the exterior of the Property without aving first
obtained the approval of the Director or his designee, which approval may be%withheld for
any or no reason, at his sole discretion. Licensee shall, at its sole cost and expense, install,
provide, maintain such sign, decoration, advertising matter or other t ' gs as may be
permitted hereunder in good condition and repair at all times. Licensee i ust further obtain
approval from all governmental authorities having jurisdiction, and i st comply with all
applicable requirements set forth in the City of Miami Code and Zo g Ordinance. Upon
the cancellation of this License, Licensee shall, at its sole cost expense, remove any
sign, decoration, advertising matter or other thing permitted he eunder from the Area. If
any part ofthe Area is in any way damaged by the removal o f s ch items, said damage shall
be repaired by Licensee at its sole cost and expense. Sho Id Licensee fail to repair any
damage caused to the Area within ten (10) days after rec ipt of written notice from City
directing the required repairs, City shall cause the Area be repaired at the sole cost and
expense of Licensee. Licensee shall pay City the full ost of such repairs within five (5)
days of receipt of an invoice indicating the cost of sue"' required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion,
erect or place upon the Property an appropriate sign indicating City's having issued this
License.
30. Hazardous Materials.
The Licensee shall, at its sole cost and expense, at all times and in all respects
comply with all federal, state and local laws, statutes, ordinances and regulations, rules,
rulings, policies, orders and administrative actions and orders relating to hazardous
materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous
Materials Laws relating to industrial hygiene, environmental protection or the use, storage,
disposal or transportation of any flammable explosives, toxic substances or other
hazardous, contaminated or polluting materials, substances or wastes, including, without
limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials"
"Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinan es
or regulations. The Licensee shall, at its sole cost and expense, procure, 'maintain in e "feet
and comply with all conditions of any and all permits, licenses and other goverrimen al and
regulatory approvals relating to the presence of Hazardous Materials within, on, nder or
about the Area or required for the Licensee's use of any Hazardous Materials ' or about
the Area in conformitywith all applicable Hazardous Materials Laws and prud nt industry
practices regarding management of such Hazardous Materials. Upon c cellation or
revocation of this Permit, the Licensee shall, at its sole cost and exp nse, cause all
Hazardous Materials, including their storage devices, placed in or abou the Area by the
Licensee or at the Licensee's direction, to be removed from the Area d transported for
use, storage or disposal in accordance and compliance with all a, plicable Hazardous
Materials Laws. The Licensee may operate according to the custom bf the industry so long
as the use or presence of Hazardous Materials is strictly and propefly monitored according
to, and in compliance with, all applicable governmental require nts. The requirements of
this Paragraph of the License shall survive the cancellation or evocation of this License.
The City represents that:
To the best of its knowledge there are no enviromnental violations, whether under
federal, state, or local laws, existing on the Area;
To the best of its knowledge there are no Hazarddus Materials presently existing on
the Area.
31. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a
building in sufficient quantities, may present health risks to persons who are exposed to it
over time. Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your county public health unit. Licensee may, have an appropriately
licensed person test the Area for radon. If the radon level exceeds acceptable EPA
standards, the City may choose to reduce the radon level to an acceptable EPA level, failing
which either party may cancel this License.
32. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and eff`ct
throughout the term of this License, at its sole expense, all federal, state and local licelses,
tr
authorizations and permits that are necessary for Licensee to conduct its commercial
/
activities.
7
Licensee shall be responsible for paying the cost of said applications and obtaining
said licenses, authorizations and permits.
33. Compliance with all Applicable Laws.
Licensee accepts this License and hereby acknowledges thatLicensee's strict
compliance with all applicable federal, state and local laws, ordinances/and regulations is a
condition of this License, and Licensee shall comply therewith as t same presently exist
and as they may be amended hereafter. This License shall be onstrued and enforced
k
according to the laws of the State of Florida.
34. Ownership of Improvements.
As of the Effective Date and throughout the use period, all buildings and
improvements thereon shall be vested in City. Furthermore, title to all Alterations made in
or to the Area, whether or not by or at the expense of Licensee, shall, unless otherwise
provided by written agreement, immediately upon their completion become the property of
the City and shall remain and be surrendered with the Property. The ATM machine is the
personal ropertyof Licensee andwill , ..... se ........
property y not revert to the City but remain with the Licensee.
35. Surrender of Area.
In either event of cancellation pursuant to Paragraph 25 or Paragraph 26, or at the
expiration of the time limited by the notice, Licensee shall peacefully surrender the Are
broom clean and in good condition and repair together with all alterations, fixtur-s,
installation, additions and improvements which may have been made in or attached on r to
the Area. Upon surrender, Licensee shall promptly remove all its personal property, trade
fixtures and equipment and Licensee shall repair any damage to the Area caused hereby.
Should Licensee fail to repair any damage caused to the Area within ten (10) days after
receipt of written notice from City directing the required repairs, City shall ea/ se the Area
to be repaired at the sole cost and expense of Licensee. Licensee shall pay C'fy the full cost
of such repairs within ten (10) days of receipt of an invoice indicating the cost of such
required repairs. At City's option, City may require Licensee to restore e Area so that the
Area shall be as it was on the Effective Date.
In the event Licensee fails to remove its personal propertyquipment and fixtures
from the Area within the time limit set by the notice, said ��p operty shall be deemed
abandoned and thereupon shall become the sole personal pro.6rty of the City. The City, at
its sole discretion and without liability, may remove and/o dispose of same as City sees fit,
all at Licensee's sole cost and expense.
36. Severability.
It is the express intent of the parties tha this License constitutes a license and not a
lease. To further this intent, the parties aree as follows: (i) if any provision of this
License, or the application thereof to any ¢ircumstance, 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 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
this License be determined by a court of competent jurisdiction to be invalid, illega 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 modifies to the •
extent necessary in order to conform with such laws, or if not modifiable, thenname shall
be deemed severable, and in either event, the remaining terms and pray' ions of this
License shall remain unmodified and in full force and effect or limitation its use.
37. Invalidity.
In the event that any non -material provision of this Lic iise shall be held to be
invalid for any reason, such invalidity shall not affect the rmaining portions of this
License and the same shall remain in full force and effect.
38. No Assignment or Transfer.
Licensee cannot assignor transfer its privilege o _occupancy and use granted unto it
by this License. Anyassignment, sale or disposition • f•this License or any interest therein
by Licensee shall result in the automatic terminatio - of this License without notice by the
City Manager.
39. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to
City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to
allow access .by the City and the public to all documents subject to disclosure under
applicable law.
40. 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 2-1 1.1 et. /
seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will/
fully comply in all respects with the terms of said laws and any future amendments theret9.1
Licensee covenants that no person or entity under its employ, presently exercising any
functions or responsibilities in connection with this License, has any personal fin n ial
interests, direct or indirect, with the City. Licensee further covenants that, /in the
performance of this License, no person or entity having such conflicting interes shall be
utilized in respect to services provided hereunder. Any such conflict of intere•t(s) on the
part of Licensee, its employees or associated persons, or entities must be disclosed in
writing to the City.
41. Americans with Disability Act.
Licensee shall affirmatively comply with all applicable provisions of the
Americans with Disabilities Act ("ADA") in the course of provid. g 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 r- _ulations, guidelines and
standards. Additionally, Licensee shall take affirmative steps to ensurenondiscrimination
in employment of disabled persons.
42. Nondiscrimination.
In the performance of this License or any ext sion thereof, Licensee and/or its
authorized agents shall not discriminate in connectio with its occupancy and use of the
Area and improvements thereon, or against any el ,ployee or applicant for employment
because of sex, age, race, color, religion, ancestryor national origin. Licensee and/or its
authorized agents will take affirmative action to insure that minority applicants are
employed and that employees are fairly treated during employment without regard to their
sex, age, race, color, religion, ancestry, or national origin. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion or transfer, recruitment
or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation.
43. No Discrimination for Hiring
Licensee represents and warrants to the City that Licensee does not and willno J
engage in discriminatory practices and that there shall be no discrimination in conne if on
with Licensee's use o f the Property on account of race, color, sex, religion, age, ndicap,
marital status or national origin.
44. Amendments and Modifications.
No amendments or modifications to this License shall be
unless approved by the City Commission, approved as to legal fo
City Attorney, provided in writing and signed by both parties.
45. Attorney(s') Fees.
In the event it becomes necessary for either party o institute legal proceedings to
enforce the provisions of this License, each party shall b-ar its own attorneys' fees through .
all trial and appellate levels.
ding on either party
and correctness by the
46. ' Litigation; Venue.
Any dispute or civil action herein shallb. resolved in the courts of Miami -Dade
County, Florida. The parties shall attempt to me fate any dispute without litigation. If the
parties agree to mediate any such dispute the standards and procedures of set forth in
Chapter 44, Florida Statutes, "Mediation Alto atives to Judicial Action", as amended, will
apply. However, this is not intended to establ'sh mediation as a condition precedent before
pursuing specific performance, equitable or injunctive relief.
47. Waiver of Jury Trial.
The Parties hereby knowingly, irrevocable, voluntarily and intentionally waive any
right either may have to a trial by jury in respect of any action, proceeding or counterclaim
based on this 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.
48. Waiver.
Any waiver by either party or any breach by either party of any one or more ofthe
covenants, conditions or provisions ofthis 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, nor shall any failure on the part of the City to require or exact full and comple
compliance by Licensee with any of the covenants, conditions or provisions o f this Lice se
be construed as in any manner changing the terms hereof to prevent the City om
enforcing in full the provisions hereto, nor shall the terms of this License be chaps ed or
altered in any manner whatsoever other than by written agreement of the pity and
Licensee.
49. Time of Essence.
It is expressly agreed by the parties hereto that time is ofthe 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 tended to the next business
day thereafter.
50. No Interpretation Against Draftsmen.
The Parties agree that no provision of this L cense shall be construed against any
particular party and each party shall be deemed to ve drafted this License. This License
is the result f negotiations between the Parties and has been typed/printed by one party for
the convenience of both Parties, and the Parties covenant that this License shall not be
construed in favor of or against either of the Parties.
51. 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. •
52. Third Party Beneficiary.
This License is solely for the benefit of the parties hereto and no t ; d party shall be
entitled to claim or enforce any rights hereunder.
53. No Partnership.
Nothing contained herein shall make, or be construed t9 make any party a principal,
agent, partner or joint venturer of the other.
54. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
License.
55. Authority.
Each of the Parties hereto ackn Wledges it is duly authorized to enter into this
License and that the signatories below re duly authorized to execute this License in their
respective behalf.
56. Entire License.
This instrument and its attachments constitute the sole and only agreement of the
Parties hereto and correctly set forth the rights, duties and obligations of each to the other
as of its date. Any prior agreements, promises, negotiations or representations not
expressly set forth in this License are of no force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this License of the day
and year first above written.
ATTEST:
CITY OF MIMI, a municipal
corporation of the State of Florida
By: By:
Todd B. Hannon
City Clerk
Johnny Martinez, P.E.
City Manager
APPROVED AS TO INSURANCE • rPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By:
Calvin Ellis, Director
Department of Risk Management
WITNESS:
By:
Julie O. Bru
City Attorney
LICENSEE:
By: By:
Signature l Signature
By:
Print Name
S ignature
Print Name
Print Name
Date
• EXHIBIT A
ATM 'is. located on the fitst floor at "
444 SW 2 Ave, Miami, Florida
inside the City of Miami Administration Building
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EXHIBIT B
City of Miami Administration -Building
located at 444 SW 2 Ave, Miami, Florida 33130
ACV
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Summary Details:
Folio No.: 01-4137438.0020
Property:
mailing
Address:
444 SW 2 AVE
CITY OF fv1IAMI-DEPT OF
PRO
ASSET MANAGEMENT
DIVISION
444 SW 2 AVE STE N328
MIAMI FL
23130-1910
Property information:
Pdmsry2one:
800o COMMUNITY
FACILITIES
CLUC:
0040 MUNICIPAL
Beds/Baths: •
0/0 • - •
Floors:
9
Living Units:
9
Adj Sq
Footage:
374,991
Lot Size:
2,01 ACRES
Year Built:
1992
RIVERSIDE PLAZA PB
139-43 TR 2 LESS BEG
ICE DOR OF TR 2 TH S
Legal
02 DEG E 14.93FT S
Description:
02 DEG E 24.07FT S
87 DEG W 2.75FT S 02
DEG E 103.84FT S 88
DEG W29.04FT
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Aerial Photography - 2012
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MIAMI•DADE
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EXHIBIT C
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 included as an Additional Insured
II. 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,,100
Endorsements Required
City of Miami included as an Additional Insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
IV. Employer's Liability
Limits of Liability
$100,000 for bodily injury caused by . accident, each accident.
$100,000 for bodily injury caused by isease, each employee
$500,000 for bodily injury caused bydisease, policy limit
V. Business Personal Property
Causes of Loss: Specia Form
Valuation: Rep1 ement Form
Business Interruption including tra expense
The above policies shall provide the ity of Miami with written notice of cancellation
or material change from the insurer of less than (30) days prior to any such
cancellation or material change. Thej City reserves the right to reasonably amend the
insurance requirements by the issuance of a notice in writing to licensee.
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 j
as -to -Financial Strength, -by the latest edition .ofBest's•Insurance Guide,-published.by-A.
Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificate of
insurance are subject to review and verification by Risk Management prior to insurapce
approval.