HomeMy WebLinkAboutExhibitAMENDMENT NO. 2 TO THE REVOCABLE LICENSE AGREEMENT
BETWEEN THE CITY OF MIAMI AND CENTER FOR HAITIAN STUDIES
This Amendment No. 2 to the Revocable License Agreement ("Amendment") is made this
day of 2015, between the City of Miami ("City") a municipal corporation of the State of
Florida, and Center For Haitian Studies, Inc., a Florida not for profit corporation ("Licensee").
WHEREAS, the City owns and controls the parking lot located at 185 Northeast 82 Terrace
("Property"), as more particularly described in Exhibit "Al," attached and incorporated, which is adjacent
to the Licensee's property; and
WHEREAS, on April 10, 2003, the City Commission adopted Resolution 03-346, authorizing the
City Manager to execute a revocable license Agreement ("Agreement") with Licensee for its non-
exclusive use of the Property for a fee of $250.00 per month; and
WHEREAS, on November 18, 2004, the City Commission adopted Resolution No. 04-0724,
which authorized the City Manager to execute Amendment No. 1 to the Agreement, which reduced the
monthly use fee from $250.00 to $1.00; and
WHEREAS, the Property has a total square footage of 20,630 square feet, of which Licensee
already utilizes approximately 7,986 square feet as free parking for its employees and visitors; and
WHEREAS, the City is currently not utilizing the remaining square footage of the Property; and
WHEREAS, Licensee has expressed interest in using the remaining portion of the parking lot to
provide additional free parking for the employees and visitors of Licensee; and
WHEREAS, Licensee is a non-profit charitable organization that operates a center to provide
clinical services free of charge to the local Haitian community; and
WHEREAS, the Agreement will remain non-exclusive in nature, and Licensee acknowledges that
the Property remains open and available to the public at no charge; and
WHEREAS, the Agreement is to remain revocable -at -will by the City and without the consent of
the Licensee;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in
consideration of other valuable consideration the parties covenant and agree as follows:
1. Section 1 entitled "Purpose" is hereby deleted in its entirety and replaced with the following
language:
"The City is the owner of real property and improvements thereon located at 185 N.E. 82na
Terrace, Miami -Dade County, Florida (the "Property" or "Area"). The City has determined the
Property, which comprises approximately 20,630 square feet, and which is depicted in Exhibit
"Al" attached hereto and made a part hereof, is not needed at this time by any of the City's
offices or departments. The Licensee shall be authorized the non-exclusive use of the Property,
in order to provide parking for its visitors and employees (the "Permitted Use"). Licensee is
authorized to occupy and use the Area, for the Permitted Use, under the conditions hereinafter
set forth. Any use of the Area not authorized under the Permitted Use must receive the prior
written consent of the City Manager, which consent may be withheld or conditioned for any or
no reason, including, but not limited to additional financial consideration."
2. Any reference in the Agreement to "Exhibit A" is hereby replaced with "Exhibit Al,"
attachedand incorporated.
3. Section 4 entitled "Interest Conferred by this Agreement" is hereby amended by the
addition of the following language:
"Licensee hereby agrees and acknowledges that its use of the. Property under this Agreement is
non-exclusive in nature, and the Property remains open and available to the public at no charge."
Except as specifically provided herein, all of the terns and provisions of the Agreement shall
remain in effect.
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Signature page follows
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 to the Agreement on
the day and year first above written.
LICENSEE: Center for Haitian. Studies, Inc.
By:
Signature
President
Attest:
By:
Signature
Name and Title
City of Miami, a municipal corporation of. the State of Florida
By:
Daniel J. Alfonso, City Manager
Attest:
By:
Todd B. Hannon, City Clerk
APPROVED AS TO FORM AND
CORRECTNESS
By:.
Victoria Mendez, City Attorney
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APPROVED AS TO INSURANCE REQUIREMENTS
By:
Ann Marie Sharpe, Risk Management Director
Risk Management Department
4
Folio; 01-3112-4t 2- 430
Property Address
185 NE 82 TER
Miami , FL 113135.3 ? r31
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Mailing Address
44-4 SW 2 AVE STE E225
M1AM1, FL 3:3130, ]010
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Exhibit "Al"
AMENDMENT NO. 1 TO THE REVOCABLE LICENSE AGREEMENT
BETWEEN THE CITY OF MIAMI AND CENTER FOR HAITIAN STUDIES
This Amendment No, 1 to the Revocable License Agreement (the "Amendment") is made this
(r day of 2004;between the City of Miami (the "City") a municipal corporation
of the State of Florida and Center For Haitian Studies, Inc., a Florida not for profit corporation
(the "Licensee").
WHEREAS, the City of Miami owns and controls the parking lot located at 185 N.E. 82" d
Terrace (the "Property"), which is adjacent to the Licensee's property; and
WHEREAS, Licensee expressed interest in using a portion of the parking lot to provide
parking for the employees and visitors of Licensee; and
WHEREAS, Resolution 03-346 adopted by the City Commission at its April 10, 2003
meeting authorized the City Manager to execute a revocable license agreement with Licensee for
said purpose at a fee of $250,00 per month; and
WHEREAS, Licensee is a non-profit charitable organization that operates a center to
provide clinical services free of charge to the Haitian community; and
WHEREAS, the City and. Licensee have agreed to reduce the monthly fee of 5250.00 per
month to $1.00 per month, commencing May 1, 2004; and
WHEREAS, the Agreement is revocable -at -will by the City and without the consent of the
Licensee;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and in
consideration of other valuable consideration the parties covenant and agree as follows:
1. Section 5 entitled "Use Fee" is hereby deleted in its entirety and replaced as follows:
In consideration of this Agreement, Licensee agrees to pay to the City a Monthly Use Fee
in the amount of One and 00/100 Dollars ($1.00), plus Florida State Use Tax, if applicable,
commencing on May 1, 2004 and every month thereafter, for the use of the Area which shall be
paid in advance and in full on the first day of each month, without notice or demand. (the "Use
Fee"). Payments shall be made payable to the "City of Miami" and shall be mailed to the "City of
Miami, Finance Department, 444 S.W. 2nd Avenue, 6th Floor, Miami, Florida 33130", or such
other address as may be designated from time to time.
2. Section 9 entitled "Adjustment to Monthly Fee and Security" is hereby deleted in its
entirety.
Except as specifically provided herein, all of the terms and provisions of the Agreement
shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Agreement on the day and year first above written.
LICENSEE: Centeraitian Studies, Inc.
By:
Signa
President
Attest:
By:
Signature
TACcpE 2612-/NLCE ACCOL (I i
Name and Title
City . Miami, . municipa cor•oration of the
State lorid.
By:
Joe • ' iola, City Manager
Attest:
B
Priscilla A. Thbmpson
City Clerk
APPROVED AS TO FORM AND
CORRECTNES S
B _
Jorge I Fe andez, City Attorney,
jr
APPROVED AS TO INSURANCE REQfUJR MENTS
f
B ADPROV D yt��l Z''
Dania F. Carrillo, Risk Manage rrient Administrator
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REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
CENTER FOR HAITIAN STUDIES, INC.
FOR THE USE OF THE PROPERTY LOCATED AT
185 N.E. 82ND TERRACE
MIAMI, FLORIDA
/t /5- wo
fi
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (the "Agreement") is made this 3 day of Eqe-,,,. ,,.-.
2003, between the City of Miami (the "City") a municipal corporation of the State of Florida and
Center For Haitian Studies, Inc., a Florida non-profit corporation (the "Licensee").
WHEREAS, the City is the owner of the parking lot located at 185 N.E. 82nd Terrace
which is adjacent to the Licensee's property; and
WHEREAS, Licensee has expressed interest in using a portion of the parking lot to
provide parking for the employees and visitors of Licensee; and
WHEREAS, the City and Licensee desire and intend to enter into a revocable license
agreement; and
WHEREAS, this Revocable License Agreement is not assignable; and
WHEREAS, this Agreement is revocable -at -will by the City and without the consent of
the Licensee; and
WHEREAS, this Agreement does not transfer an interest in real property including any
leasehold interest in real property owned by the City; and
WHEREAS, this Agreement does not confer a right to use any real property for any
general purposes; and
WHEREAS, this Agreement does not convey or transfer any right to exclude the City
from any real property; and
WHEREAS, this Agreement permits only certain, enumerated, specific and listed
permitted uses and does not permit anything further;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereby agree as follows:
1. Purpose.
The City is the owner of real property and improvements thereon located at 185 N.E. 82nd
Terrace, Miami -Dade County, Florida (the "Property"). The City has determined that
approximately 7,986 square feet of the Property (the "Area"), which is depicted in Exhibit "A"
attached hereto and made a part hereof, is not needed at this time by any of the Ci.ty's offices or
departments. The Licensee shall use the Area to provide parking for its visitors and employees
(the "Permitted Use"). Licensee is authorized to occupy and use the Area for. the Permitted Use,
under the conditions hereinafter set forth. Any use of the Area not authorized under the
Permitted Use must receive the prior written consent of the City Manager, which consent may be
withheld or conditioned for any or no reason, including, but not limited to additional financial
consideration.
2. Occupancy And Use Period.
This Agreement shall commence as of the date upon which the City Manager executes
this Agreement (the "Effective Date"). It is a revocable Agreement. This Agreement: may be
terminated in the following manner:
(a) cancellation by Licensee; or
(b) revocation by the City.
3. Continuous Duty to Operate
Except where the Area is rendered untenantable by reason of fire or other casualty,
Licensee shall at all tunes during this Agreement, occupy the Area upon the Effective Date and
shall thereafter continuously conduct operations in the Area in accordance with the terms of this
Agreement.
4. Interest Conferred By This Agreement.
Licensee agrees that this Agreement has been issued by the City to authorize Licensee to
occupy the Area solely for the limited purpose of the Permitted Use and no other purpose. The
parties hereby agree that the provisions of this Agreement do not constitute a lease and 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 and to otherwise use the Area subject to the terms of this
Agreement. No leasehold interest in the Area is conferred upon Licensee under the provisions
hereof and Licensee does not and shall not claim at any time any leasehold estate or ownership
interest in the Area by virtue of this Agreement or its use of the Area hereunder. Additionally,
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Licensee does not and shall not claim at any time any interest or estate of any kind or extent
whatsoever in the Area by virtue of any expenditure of funds by the Licensee for improvements,
construction, repairs, partitions, or alterations to the Area even if such improvements,
construction, repairs, partitions, or alterations are authorized by the City.
5. Use Fee.
In consideration of this Agreement, Licensee agrees to pay to the City a Monthly Use Fee
in the amount of Two Hundred Fifty and 00/100 Dollars ($250.00), plus Florida State Use Tax, if
applicable, commencing with the first day of the month following the Effective Date of this
Agreement, for the use of the Area which shall be paid in advance and in fall on the first day of
each month, without notice or demand (the "Use Fee"), Payments shall be made payable: to the
"City of Miami" and shall be mailed to the "City of Miami, Finance Department, 444 S.W.. 2nd
Avenue, 6th Floor, Miami, Florida 33130", or such other address as may be designated from time
to time.
In the event the Effective Date does not fall on the first day of the month, the Use Fee will
be prorated on a daily basis for that month.
6. Late Fee.
In the event the City does not receive any installment of the Use Fee within five days of
the date in which it was due, Licensee shall pay to City a late charge in an amount equal to ten
percent (10%) of the arnount due. Such late fee shall constitute additional fees due" and payable
to the City by Licensee at the time of payment of the use fee. Acceptance of such late charge by
the City shall, in no event, constitute a waiver of Licensee's violations with respect to such
overdue amount nor prevent the City from the pursuit of any remedy to which the City may
otherwise be entitled.
7. 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 (the "Returned Check Fee") based on the following schedule:
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Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
$50.01 - 300.00 • $30.00
$300.01 tl 800,00 $40.00
OVER $800 5% of the returned amount.
The Returned Check Fee shall constitute additional fees due and payable to the City by
Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of
Returned Check Fee by the City shall, in no event, constitute a waiver of Licensee's violations
with respect to such overdue amount nor prevent the City from the pursuit of any remedy to
which the City may otherwise be entitled.
8. Security Deposit
Simultaneously with the execution of this Agreement, the Licensee shall deposit with the
City the sum of Seven Hundred Fifty and 00/100 Dollars ($750.00) (the "Security") as guarantee
for the full and faithful perfounance by Licensee of all obligations of Licensee under this
Agreement or in connection with this Agreement. If Licensee is in violation of the terms of this
Agreement, the City may use, apply or retain all or any part of the Security for the payment of (i)
any fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum
expended by the City on Licensee's behalf in accordance with the provisions of this Agreement,
or (iii) any sum which the City may expend or be required to expend as a result of Licensee's
violation. The use, application or retention of the Security or any portion thereof by the City
shall not prevent the City from exercising any other right or remedy provided for under this
Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise.
At any time or times when the City has made any such application of all or any part of the
Security , the Licensee shall deposit the sum or sums equal to the amounts so applied by City
within ten (10) days of written notice by the City.
Provided Licensee is not in violation of this Agreement, the Security or balance thereof,
as the case may be, shall be returned to Licensee upon the termination of this Agreement or upon
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any later date after which Licensee has vacated the Area in the same condition or better as existed
on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or
balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to
the Security. Licensee shall not be entitled to receive any interest on the Security .
9. Adjustment To Monthly Fee And Security.
Commencing twelve months from the Effective Date, or on the first day of the following
month if the Effective Date is not on the first of the month, and every twelve months thereafter
(the "Anniversary Date(s)"), Licensee agrees that the Monthly Fee shall be increased by five
percent (5%) of the Monthly Fee in effect for the immediately preceding Agreement Year and the
Security shall be increased to equal three (3) months of the increased Monthly Fee as calculated
in the preceding sentence. On each Anniversary Date the Licensee shall remit payment to. the
City for the increased amount in Security. Nothing in this paragraph shall be construed to grant
Licensee the right to use the Area for a term greater than on a month -to -month basis.
10. Utilities.
Licensee shall pay for all utilities and services, including but not limited to, electricity,
water, storm water fees, gas, telephone, garbage and sewage disposal used by Licensee during its
occupancy of the Area, as well as all costs for installation of any necessary lines and equipment.
Licensee, at its sole cost, shall install all utilities required for its use, install separate utility
meters, and shall be billed directly by the applicable utility company for such services. In the
event that the City is billed for any utility or service that is a result of Licensee's use of the Area,
the Licensee shall reimburse such amount to the City within five (5) calendar days of notification
of the City's receipt of said bill.
11. 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 the City, and agrees that the 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
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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 any 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, State and Federal code requirements for
Licensee's use or occupancy thereof.
12. Alterations, Additions Or Replacements.
Licensee is authorized to install a fence within the Area , at its sole cost and expense.
Licensee shall be solely responsible for applying and acquiring all necessary permits for the
installation of the fencing. Upon termination of this Agreement, Licensee at its sole cost and
expense is responsible for the removal of the temporary fence and for restoring the Area to its
original condition.
Except in the event of an emergency, Licensee 'shall not make any repair oralteration
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 penults, 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 the City of such work.
All alterations must be in compliance with all statutes, laws, ordinances and regulations
of the State of Florida, Miami -Dade County, the City of Miami and any other agency that may
have jurisdiction over the Area as they presently exist and as they may be amended hereafter.
By the installation of a fence or any other alteration, addition or replacement the City
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shall not be excluded from the Area.
13. Violations, Liens And Security Interests.
Licensee, at its sole expense and with due diligence and dispatch, shall secure the
cancellation, discharge, or bond off in the manner permitted by law, all notices of violations
arising from, or otherwise connected with, Licensee's alterations or improvements, use,
occupancy, or operations in the Area which shall be issued by any public authority having or
asserting jurisdiction. Licensee shall promptly pay its contractors, subcontractors, and material
men for all work and labor done at Licensee's request. Should any lien, claim, or encumbrance
be asserted or filed, Licensee shall bond against or discharge the same regardless of validity,
within ten (10) calendar days of Licensee's receipt of notice of the filing of said lien, claim, or
encumbrance, In the event Licensee fails to remove or bond against said lien or claim in the full
amount stated, the City without obligation to do so, may bond, settle, or otherwise remove such
lien or claim and Licensee shall pay the City upon demand any amounts paid out by the City to
extinguish such claim or lien, including City's costs, expenses, and reasonable attorneys' fees.
Licensee further agrees to hold the City harmless from and to indemnify the City against any and
all claims, demands and expenses, including attorney's fees, of any contractor, subcontractor,
material man, laborer or any other third person with whom Licensee has contracted or otherwise
is found liable, in respect to the Area. Nothing contained in this Agreement shall be ,deemed,
construed or interpreted to imply any consent or agreement on the part of the City to subj ect the
City's interest or estate to any liability under any mechanic's or other lien asserted by any
contractor, subcontractor, material man or supplier against any part of the Area or any of the
improvements thereon, All contracts, subcontracts, purchase orders, or other agreements
involving the Area shall provide for the waiver of any lien rights in the Area and provide that the
contracting party agrees to be bound by such provision and include the waiver provision in any
sub agreement.
14. City Access To Area
The City and its authorized representative(s) shall at all times have access to the Area.
The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to
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perform any obligations of Licensee hereunder which Licensee has failed to perform after written
notice thereof to Licensee, Licensee not having cured such matter within ten (10) calendar days
of such notice, (c) to assure Licensee's compliance with the terms and provisions of this
Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the Area, to
prospective purchasers or lessees or licensees, and (e) for other purposes as may be deemed
necessary by the City; provided, however, that the City shall make a diligent effort to provide at
least 24-hours advance notice and Licensee shall have the right to have one or more of its
representatives or employees present during the time of any such entry. The City shall not be
liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the
right of entry described herein for the purposes listed above. The making of periodic inspection
or the failure to do so shall not operate to impose upon the City any liability of any kind
whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under
this Agreement.
15. Indemnification and Hold Harmless
The Licensee shall indemnify, hold harmless and defend the City from and against any
and all claims, suits, actions, damages or causes of action of whatever nature arising during the
period of this Agreement, for any personal injury, loss of life or damage to property sustained in
or on the Area, by reason of or as a result of Licensee's use or operations thereon, and from and
against any orders, judgments or decrees which may be entered thereon, and from and against all
costs, attorney's fees, expenses and liabilities incurred in an about the defense of any such claims
and the investigation thereof; 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.
16. 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, administrative actions and administrative orders ("Hazardous Materials Laws"),
including, without limitation, any Hazardous Material Laws relating to industrial hygiene,
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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, under any such laws, ordinances or regulations
(collectively "Hazardous Materials"). 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 required for the Licensee's use, or storage 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
termination or expiration of this Agreement, the Licensee shall, at its sole cost and expense,
cause all Hazardous Materials, including their storage devices, placed in or about the Area 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 City acknowledges that it is not the intent of this Article to prohibit the Licensee from
operating in the Area for the uses described in the Section of this Agreement entitled "Purpose".
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 Section of the Agreement
shall survive the expiration or termination of this Agreement.
17. Insurance
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times
throughout the period of this Agreement, the following insurance coverage:
A. Commercial General liability insurance on a Comprehensive General liability
coverage form, or its equivalent, including premises, operations and contractual coverage's
against all claims, demands or actions for bodily injury, personal injury, death or property
damage occurring in or about the Area with such limits as may be reasonably requested by the
City from time to time but not less than $1,000,000 per occurrence combined single limit for
bodily injury and property damage. The City shall be named as Additional Insured on the policy
or policies of insurance.
B. Automobile Liability insurance covering all owned, non -owned and hired
vehicles used in conjunction with operations covered by this Agreement, along with Garage
Keepers Liability insurance coverage. The policy or policies of insurance shall contain such
limits as may be reasonably requested by the City from time to time but not less than One Million
Dollars ($1,000,000.00) for bodily injury and property damage. The City of Miami shall be
named as additional insured on the Garage Keepers Liability insurance policy.
C Worker's Compensation in the form and amounts required by State law, if
applicable.
D. The City of Miami, Division of Risk Management, reserves the right to reasonably
amend the insurance requirements by the issuance of a notice in writing to Licensee. The
Licensee shall provide any other insurance or security reasonably required by the City.
E. The policy or policies of insurance required shall be so written that the policy or
policies may not be canceled or materially changed without thirty (30) days advance written
notice to the City. Said notice should be delivered to the City of Miami, Division of Risk
Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to the City of
Miami, Office of Asset Management, 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130, or
such other address that may be designated from time to time.
F. A current Evidence and Policy of Insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Office of Asset Management at the commencement of
the term of this Agreement and a new Evidence and Policy shall be supplied at least twenty (20)
days prior to the expiration of each such policy. Insurance policies required above shall be issued
by companies authorized to do business under the laws of the State of Florida, with the following
qualifications as to management and financial strength: the company should be rated "A" as to
management, and no less than class "X" as to financial strength, in accordance with the latest
edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority
issued by the State of Florida, Department of Insurance, and is 'a member of the Florida
Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its
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representatives, which indicates less coverage than required, does not constitute a waiver of the
Licensee's obligation to fulfill the insurance requirements herein.
In the event Licensee shall fail to procure and place such insurance, the City may, but
shall not be obligated to, procure and place same, in which event the amount of the premium paid
shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance
be collectible on the first day of the month or any subsequent month following the date of
payment by the City. Licensee's failure to procure insurance shall in no way release Licensee
from its obligations and responsibilities as provided herein.
18. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, 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 Area, 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 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
privilege 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. Licensee assumes all risk of loss resulting frorn the use of the
Area.
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19. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or cost is added for nonpayment, any
and all charges, fees, taxes or assessments levied against the Area, or against any occupancy
interest or personal property of any kind, owned by or placed in, upon or about the Area by
Licensee, including, but not limited to, ad valorem taxes, fire fees, and parking surcharges. In the
event Licensee appeals a tax or fee, Licensee shall immediately notify the City of its intention to
appeal said tax or fee and 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 percent (100%) of the
contested tax together with all interest, costs and expenses, including reasonable attorneys' fees,
expected to be incurred.
20. Cancellation By Licensee.
Licensee may cancel this Agreement at any time by giving thirty (30) days written notice
to the City prior to the effective date of the cancellation.
21. This Revocable License Agreement is Revocable At Will.
This Agreement extended to the Licensee is revocable at will by the City Manager and
without the consent of the Licensee.
22. Notices.
All notices or other communications which may be given pursuant to this Agreement
shall be. in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to City and Licensee at the address indicated herein or as the same may
be changed from time to time. Such notice shall be deemed given on the day on which
personally served; or if by certified mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier:
CITY OF MIAMI LICENSEE
City of Miami Center For Haitian Studies, Inc.
Office of the City Manager Attn: Laurinus Pierre
3500 Pan American Drive 8260 N.E. 2nd Avenue
Miami, FL 33133 Miami, FL 33138
12
WITH A COPY TO
City of Miami
Office of Asset Management
444 SW 2nd Avenue, Suite 325
Miami, FL 33130
WITH A COPY TO
City of Miami
City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, FL 33130
23. Advertising.
Licensee shall not permit any signs, decoration, or advertising matter to be placed upon
the exterior of the Area without having first obtained the approval of the Director of Asset
Management or his/her designee, which approval may be withheld for any or no reason;, at his
sole discretion. 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 Agreement, 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 the City directing the required repairs, the City shall cause the Area to be repaired at the
sole cost and expense of Licensee. Licensee shall pay the 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 Area an appropriate sign indicating the City's has issued this Agreement.
24. Ownership Of Improvements.
As of the Effective Date and throughout the Use Period, title to the Area and all
improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to
13
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 Area.
25. Surrender Of Area.
In either event of cancellation pursuant to "Cancellation By Licensee" or "This Revocable
License A reement is Revocable At Will", Licensee shall peacefully surrender the Area broom
clean and in good condition and repair together with all alterations, 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 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 the City directing the required
repairs, the City shall cause the Area to be repaired at the sole cost and expense of Licensee.
Licensee shall pay to the City the full cost of such repairs within five (5) calendar days of receipt
of an invoice indicating the cost of such required repairs. At the City's option, the City may
require Licensee, at Licensee's sole cost and expense, to restore the Area to a condition
acceptableto the City. •
In the event Licensee fails to remove its personal property and equipment from the Area
within the time limit set by the notice, said property shall be deemed abandoned and thereupon
shall become the sole personal property of the City, The City, at its sole discretion and without
liability, may remove and/or dispose of same as the City sees fit, all at Licensee's sole cost and
expense.
26. Severability and Savings Clause.
It is the express intent of the parties that this Agreement constitutes a license and no - La
lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement,
or the application thereof to any circumstance, suggest that a lease, rather than a license, has been
created, then such provision shall be interpreted in the light most favorable to the creation of a
license and (ii) if any provision of this Agreement, or the application thereof to any circumstance,
14
is determined by a court of competent jurisdiction to have created a lease rather than a license,
then such provision shall be stricken and, to the fullest extent possible, the remaining provisions
of this Agreement shall not be affected thereby and shall continue to operate and remain in full
force and effect
With regard to those provisions which do not affect the parties intent for this Agreement
constitute a license, should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and: in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
27. No Assignment or Transfer.
The Licensee may not assign or transfer this Agreement or any portion of any privilege of
occupancy and/or use granted by this Agreement.
28. Nondiscrimination.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability or marital status in connection with its occupancy and/or use of the Area and
improvements thereon.
29. Affirmative Action.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity
Policy and shall institute a plan for its achievement which will require that action be taken to
provide equal opportunity in hiring and promoting for women, minorities, the disabled and
15
veterans. Such plan will include a set of positive measures which will be taken to insure
nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu
of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their
operation is in compliance with all relevant Civil Rights laws and regulations.
30. Minority/Women Business Utilization.
Licensee shall make every good faith effort to purchase/contract fifty-one percent (51%)
of its annual goods and services requirements from Hispanic, Black and Women
businesses/professionals registered/certified with the City Office of Minority/Women Business
Affairs, The City will make such lists available to the Licensee at the time of the issuance of the
Agreement and the City's Office of Minority/Women Business Affairs will routinely provide
updates.
31. Waiver Of Jury Trial.
The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on
this Agreement, or arising out of, under or in connection with this Agreement or any amendment.
or modification of this Agreement, or any other agreement executed by and between the parties
in connection with this Agreement, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a
material inducement for the City and Licensee entering into the subject transaction.
32. Nonwaiver of Default
Any failure by the City at any time or from time to time to enforce and require the strict
keeping and performance of any of the terms or conditions of this Agreement shall not constitute
a waiver of any such terms or conditions at any future time and shall not prevent the City from
insisting on the strict keeping and performance of such terms or conditions at any later time, No
waiver of any right hereunder shall be effective unless in writing and signed by the City.
16
33. Amendments And Modifications.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, approved as to form and correctness by the City Attorney, and signed by both
parties. The City Manager is authorized to amend or modify this Agreement as needed.
34. Compliance with All Applicable Laws.
The Licensee accepts this Agreement and hereby acknowledges that Licensee's strict
compliance with allapplicable federal, state and local laws, ordinances an.d regulations is a
condition of this Agreement, and the Licensee shall comply therewith as the same presently exist
and as they may be amended hereafter. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida regardless of any conflict of law or otherrules,
which would require the application of the laws of another jurisdiction. Venue for any legal
proceeding shall be in Miami -Dade County.
35. Captions.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
36. Interpretation.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties. Should the provisions of this
Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body
interpreting or construing the same shall not apply the assumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction that an instrument
is to be construed more strictly against the party which itself or through its agents prepared same,
it being agreed that the agents of both parties have equally participated in the preparation of this
Agreement.
37. Entire Agreement.
17
This instrument and its attachments constitute the sole and only agreement of the parties
hereto andcorrectly sets forth the rights, duties and obligations of each to the other as of its date.
Any prior agreements, promises, negotiations or representations not expressly set forth in this
Agreement are of no force or effect.
38. 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 Agreement, has any personal financial interests, direct or indirect, with the
City. Licensee further covenants that, in the performance of this Agreement, no person or entity
having such conflicting interest shall be utilized in respect to services provided hereunder. Any
such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities
must be disclosed in writing to the City,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day
and year first above written.
ATTEST:
CITY OF MIAM
of the S a of Fl
By:
rriola
anager
a municipal c
tion
18
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
Diane Ericson, Direbtor
Risk Management Department
WITNESS:
By:
u (} 5 Y re •
Print Name
• ,•., •'• --1- ••., • -
APPROVED AS 47411)
CORRECTNE 41F
By:
ro Vilarello
ity Attorney
LICENSEE:
CENTER FOR HAITIAN STUDIES, INC.
A Florida non-profit Corporation.
By:
•
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BOARD OF DIRECTORS
J. Bryan P. Ph. O.
Chairperson
Cerrneus Jacob
Catouta
Carl Craig
Carlo Gabriel
Luis E. Perez
Prince a Smith, Ph. O.
Richard Douyon, M.D.
Edward steohenson, Ph, O
Fady Briers
Rev. Haskell 1, `ibung
Betty Bigby Young, Edo. APR
Laurinus Pierre, M.O., M.H.
Executive Director
V
a Greater Miami Health
Education and Training Center
AFFILIATES:
UNIVERWYOF
411
10(001. Or 10101CIfti
1DHSI.
ENTER FOR
AITIA
RESOLUTION
No. 2003-01
TUOI
Authorizing the Center for Haitian Studies, Inc. to enter into an
)
agreement with the City of Miami to obtain a Revocable License
Agreement betWeen the City of Miami and Center for Haitian Studies,
Inc.
Dated this c2c7/-'1' day of February 2003
8260 N.E. 2nd•Avenue • Miami, Florida 33138
(305)'757-9655 • Fax: (305) 756-.8023
chsinfo@bellsouth.net • wvvw.haitianstudies.org
CHS is a private non-profit Community -based Organization