HomeMy WebLinkAboutBack-Up DocumentsFDOT Parcel No. : 628
Item/Segment No. : 2515601
Managing District : 6
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("License"), made the day of , 2024,
("Effective Date") by and between DEPARTMENT OF OFF-STREET PARKING of the City of Miami , an
agency and instrumentality of the City of Miami, Florida, ("MPA" or Licensor") and the CITY OF MIAMI, a
Florida municipal corporation, ("CITY" or "Licensee").
WHEREAS, the MPA has a Use and Occupancy Agreement for the property described more
specifically in Exhibit "A" ("Property") from the fee simple landowner, the Florida Department of
Transportation ("FDOT" or "Landlord"); and
WHEREAS, FDOT, as fee simple owner and Lessor of the Property under that certain Use and
Occupancy Agreement with MPA, dated February 25, 2021, incorporated herein by reference, MPA may
enter into license agreements with third parties, subject to FDOT's approval.
NOW THEREFORE, in consideration of the mutual benefits and covenants contained herein, the
parties agree as follows:
1. MPA hereby grants to the CITY a license to access and use the Premises as more particularly
described in the attached Exhibit B ("Premises").
2. The Premises may be occupied and used by the CITY solely for the construction of certain
improvements approved by FDOT as more particularly described in the attached Exhibit "C"
("Improvements") for the purpose of vehicular access of CITY staff into the adjacent CITY -owned property,
known as the Miami River Center parking garage, ("MRC Garage") through the Premises for a term of three
(3) years from the Effective Date. The Licensee shall regulate the use of the Premises so as not to conflict
with normal operations of the Licensor.
3. To the extent provided by law, Licensee shall indemnify, defend and hold harmless Licensor and
Landlord against any actions, claims, or damages in tort arising out of, relating to, or resulting from negligent
or wrongful act(s) or omission(s) of Licensee, or any of its officers, agents or employees, while acting within
the scope of their office or employment, in connection with this License, to the extent and within the
limitations of Section 768.28, Florida Statutes. The foregoing indemnification shall not constitute a waiver of
sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be
construed to constitute agreement by Licensee to indemnify Licensor and Landlord for the negligent acts or
omissions of Licensor and landlord, its officers, agents or employees, or for the acts of third parties. Nothing
herein shall be construed as consent by Licensee to be sued by third parties in any manner arising out of this
License.
4. The CITY' s contractor, Lancelot Miami River, LLC, a Florida limited liability company ("Lancelot"
or "Contractor") will perform all construction work to complete the Improvements within a term not to
exceed six (6) months from the Effective Date and CITY shall cause Contractor to: (1) indemnify the FDOT,
Licensor and the Licensee for their negligent acts or omissions of the Contractor and its subcontractors in
Page 1 of 3
connection with any activities undertaken on the Property and (2) obtain and provide to Licensee a certificate
of insurance in accordance with Exhibit "D" attached hereto.
6. The execution of this License by the MPA has been induced by no representations, statements,
warranties, or agreements other than those contained here. This License contains the entire understanding of
the parties and there are no other agreements or understandings, written or oral, in effect between the parties
relating to this matter.
7. This License may be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, and such counterparts shall together constitute but one and the same License. The
parties shall be entitled to sign and transmit an electronic signature of this License (whether by facsimile,
PDF or other email transmission), which signature shall be binding on the party whose name is contained
therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other
parties an original signed License upon request.
8. Litigation; Venue. Any dispute or civil action herein shall be resolved in the state and federal courts
located in Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation.
However, this is not intended to establish mediation as a condition precedent before pursuing specific
performance, equitable or injunctive relief.
9. Waiver. The waiver by either party or any breach by either party of any one or more of the
covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent
or other breach of the same or any covenant, condition or provision of this Agreement.
10. Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect
to this Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said
period or the date of performance shall be extended to the next business day thereafter.
11. Third Party Beneficiary. This Agreement is solely for the benefit of the Parties hereto and no third
party shall be entitled to claim or enforce any rights hereunder.
12. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal,
agent, partner or joint venture of the other.
13. Authority. Each of the Parties hereto acknowledges it is duly authorized to enter into this Agreement
and that the signatories below are duly authorized to execute this Agreement in their respective behalf.
14. Headings. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
15. Entire Agreement. The Parties hereto agree that this License set forth the entire agreement between
the Parties, and there are no promises or understandings other than those stated herein. None of the
provisions, terms and conditions contained in this License may be added to, modified, superseded, or
otherwise altered, except as may be specifically authorized herein or by written instrument executed by the
Parties hereto.
IN WITNESS WHEREOF, the Licensor and Licensee have signed this License the day and
year as written above.
Page 2 of 3
Witnesses:
MPA:
Department of Off -Street Parking, an instrumentality
of the City of Miami
BY: BY:
Print Name: Alejandra Argudin
Chief Executive Officer ("CEO")
By:
Print Name:
FOR CITY OF MIAMI (LICENSEE)
ATTEST: CITY OF MIAMI, a municipal corporation
of the State of Florida:
By: By:
Todd B. Hannon Arthur Noriega V
City Clerk City Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND
REQUIREMENTS: CORRECTNESS:
By: By:
Ann -Marie Sharpe, Director
Risk Management Department
George K. Wysong III
City Attorney
Page 3 of 3