HomeMy WebLinkAbout25608AGREEMENT INFORMATION
AGREEMENT NUMBER
25608
NAME/TYPE OF AGREEMENT
MIAMI DOWNTOWN DEVELOPMENT AUTHORITY
DESCRIPTION
REVOCABLE LICENSE AGREEMENT/174 E FLAGLER ST
MIAMI, FLORIDA/FILE ID: 17233/R-25-0126/MATTER ID: 24-
2628
EFFECTIVE DATE
June 5, 2025
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
6/5/2025
DATE RECEIVED FROM ISSUING
DEPT.
6/5/2025
NOTE
DOCUSIGN AGREEMENT BY EMAIL
REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
MIAMI DOWNTOWN DEVELOPMENT AUTHORITY
FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT 174 E FLAGLER
STREET
MIAMI, FLORIDA
Table of Contents
RECITALS 3
1. Incorporation of Recitals and Exhibits. 3
2. Purpose 4
3. Occupancy and Use Period. 4
4. Interest Conferred by this Agreement 4
5. Continuous Duty to Operate. 5
6. Use Fee. /Minimum Annual Guarantee 5
7. Late Fees. 5
8. Returned Check Fee 6
9. Guarantee Deposit 6
10. Services and Utilities. 7
11. Reporting Requirements. 8
12. Condition of the Property and Maintenance. 9
13. Alterations, Additions or Replacements. 9
14. Violations, Liens and Security Interests. 10
15. City Access to Property. 11
16. Indemnification and Hold Harmless. 11
17. Insurance. 12
18. No Liability 12
19. Safety. 12
20. Taxes and Fees 13
21. Revocation or Termination. 13
22. Notices. 13
23. Advertising 14
24. Hazardous Materials. 15
25. Radon Gas. 15
26. Licenses, Authorizations and Permits 15
27. Compliance with all Applicable Laws 15
28. Ownership of Improvements. 16
29. Surrender of Property 16
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30. Severability.
31. Invalidity.
32. No Assignment or Transfer
33. Public Records.
34. Americans with Disabilities Act.
35. Nondiscrimination.
36. Attorney(s') Fees.
37. Litigation; Venue.
38. Waiver of Jury Trial
39. Indulgence Waiver.
40. Time of Essence
41. No Interpretation Against Draftsmen.
42. Further Acts.
43. Third Party Beneficiary.
44. No Partnership.
45. Headings.
46. Authority
47. Entire Agreement.
48. Special Provisions Error! Bookmark not defined.
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49. Electronic Signatures/Counterparts. 20
EXHIBIT A -
EXHIBIT B -
EXHIBIT C -
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBITS
DESCRIPTION OF PROPERTY AND AREA
REPORTING REQUIREMENTS
INSURANCE REQUIREMENTS
- CITY RESOLUTION
— LICENSEE'S CORPORATE RESOLUTION OR PROOF OF SIGNING
AUTHORITY
— ANTI -HUMAN TRAFFICKING AFFIDAVIT
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement ("Agreement") is made and entered into this 5th day
of June , 2025 ("Effective Date"), by and between the City of Miami a municipal
corporation of the State of Florida, with address at 444 SW 2nd Avenue Miami, FL 33130 ("City")
and Miami Downtown Development Authority, incorporated under the laws of the State of Florida,
with its principal address at 166 E. Flagler Street, Miami, FL 33131 ("Licensee") (collectively the
"Parties").
RECITALS
WHEREAS, the City is the owner of the real property located at 174 E Flagler Street,
Miami, Florida 33131, as further described in Exhibit "A" (the "Property"); and
WHEREAS, Licensee is requesting permission to temporarily use approximately 433
square feet of land located on the Property, as further described in Exhibit "A" (the "Area"), for
the purpose of office space to promote the economic health of downtown Miami; and
WHEREAS, on April 10, 2025, the City Commission passed and adopted Resolution No.
R-25-0126, attached and incorporated as Exhibit "D" authorizing the City Manager to enter into
this Agreement for Licensee's use of the Area; and
WHEREAS, this Agreement is personal to the Licensee and is not assignable or otherwise
transferable; 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 or similar possessory interest or estate interest in the Property; and
WHEREAS, this Agreement does not convey or transfer any possessory interest or other
right to exclude the City from the Property; and
WHEREAS, this Agreement does not convey or transfer any right to use the Property for
any other purpose than those limited purposes specifically enumerated herein; and
WHEREAS, this Agreement is subject to the audit and inspection rights set forth in
Sections 18-100 and 18-102 of the Code of the City of Miami, Florida as amended ("City Code");
and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these
recitals;
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the
Parties hereby agree as follows:
1. Incorporation of Recitals and Exhibits.
The Recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The following exhibits are attached hereto and are hereby incorporated into and made
a part of this Agreement:
EXHIBIT A — DESCRIPTION OF PROPERTY AND AREA
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EXHIBIT B — REPORTING REQUIREMENTS
EXHIBIT C — INSURANCE REQUIREMENTS
EXHIBIT D — CITY RESOLUTION
EXHIBIT E — LICENSEE'S CORPORATE RESOLUTION OR PROOF OF
SIGNING AUTHORITY
EXHIBIT F — ANTI -HUMAN TRAFFICKING AFFIDAVIT
In the event of a conflict between the provisions of this Agreement or any of its exhibits,
the conflict shall be resolved in favor of this Agreement.
2. 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 Licensee wishes to use the Area as an
autonomous agency of the City, to advocate, facilitate, plan, and execute business development,
planning, capital improvements, and marketing and communication strategies ("Permitted Uses").
The City is willing to assist the Licensee by temporarily authorizing the Licensee to occupy
and use the Area for the Permitted Uses, under the terms and conditions hereinafter set forth.
Licensee's 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 this Agreement must receive the
prior written consent of the City, which consent may be withheld, in its sole and absolute discretion,
for any reason or no reason or conditioned upon any additional terms or financial consideration the
City may require.
3. Occupancy and Use Period.
This Agreement is effective as of the Effective Date first written above and shall remain in
effect through the earlier of:
(i) 12 months from the Effective Date ("Term"); or
(ii) Cancellation or termination by request of either Party or by the City Manager for cause
made pursuant to Section 22.
This Agreement may be renewed for an additional one (1) year period upon the written
approval of the City Manager.
4. Interest Conferred by this Agreement.
The City hereby authorizes the Licensee to occupy the Area solely for the limited purpose
of the Permitted Uses and no other purpose. The Parties hereby agree that the provisions of this
Agreement do not constitute a lease or any other interest in the underlying real property and that
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 consistent with the Permitted
Uses subject to the terms of this Agreement. No leasehold or other 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, irrespective 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.
Accordingly, the permission granted by this Agreement to allow Licensee to utilize the Area for
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the limited purposes set forth herein is not assignable, mortgageable, or otherwise alienable by
Licensee.
Additionally, Licensee understands and agrees that the City does not confer any exclusive
possessory interest or tenancy to the Area to Licensee under the provisions of this Agreement. The
City retains dominion, possession, and control of the Area and the Property. Licensee may not
exclude the City, its officials, employees, agents, or representatives or the public from the Area.
5. Continuous Duty to Operate.
Intentionally Omitted.
6. Use Fee.
In consideration of this Agreement, the Licensee agrees to pay the fee below for a given
month.
6.1 Monthly Use Fee.
In consideration of this Agreement, commencing on the Effective Date, Licensee
agrees to pay a use fee to the City in the amount of Four Hundred Eighty-seven Dollars and
Thirteen Cents ($487.13) per month, plus State Use Tax, if applicable, for each month or
any portion thereof that Licensee uses or occupies the Area ("Monthly Use Fee"), which
Monthly Use Fee shall be paid in advance and in full on the first day of each month without
notice or demand.
6.2 Percentage of Total Monthly Gross Receipts.
Intentionally Omitted.
6.3 Manner of Payment.
(i) Commencing on the Effective Date, and on the first day of each following month, the
Licensee shall pay to the City the Monthly Use Fee as indicated above.
(ii) All payments hereunder shall be made payable to the "City of Miami" and shall be
delivered to the following address:
City of Miami
Department of Finance
Attn: Cash Receipts Section
444 SW 2nd Avenue, 6th Floor
Miami, Florida 33130
For online payments, visit http://miamigov.com/pay
7. Common Areas Costs
Licensee shall have the non-exclusive right to the use or benefit of the areas and/or facilities
made available by the City for the safety, benefit or convenience of licensees on the Property
("Common Area") to the extent and in the manner as may be reasonably designated by the City.
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Licensee shall be responsible to pay for a portion of Common Area Costs, which amount
shall be determined by multiplying the City's total Common Area Costs for the Property by a
fraction, the numerator of which is the number of rentable square feet in the Area, and the
denominator of which is the aggregate number of rentable square feet in the commercial portion of
the Property. "Common Area Costs" shall mean the costs incurred by the City or the reasonably
estimated value of such costs, whether or not directly incurred by the City, for the provision,
maintenance, and operation of the Common Areas, including but not limited to utilities, security,
HVAC, trash collection, janitorial services, and any other services or expenses reasonably related
to the upkeep and operation of the Common Areas
City currently arranges for a collection of trash and garbage, the provision of water, and
other benefits to Common Areas. Accordingly, Licensee shall pay a portion of the costs thereof as
provided herein, which is currently estimated to be $2.82 per rentable square foot. This amount is
due monthly in the amount of $101.76, which shall be paid in addition to the Monthly Use Fee.
8. Late Fees.
In the event the City does not receive any installment of the Monthly Use Fee within five
(5) days of the date in which it is due, Licensee shall pay to the City a late charge in an amount
equal to five percent (5%) of the Monthly Use Fee. Such late fees 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 such late charge shall not constitute a waiver of Licensee's
violations with respect to such overdue amount, nor shall it prevent the City from pursuing any
remedy which the City may be otherwise be entitled.
9. 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
$00.01 - $50.00
$50.01 - $300.00
$300.01 - $800.00
Over $800
Returned Check Fee
$20.00
$30.00
$40.00
5% of the returned amount
The Returned Check Fee shall constitute additional fees due and payable 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.
10. Guarantee Deposit.
Due on the Effective Date of this Agreement, and as a condition to its effectiveness,
Licensee shall pay to the City a guarantee deposit in the amount of Nine Hundred Seventy Fout
Dollars and Twenty Six Cents ($974.26) ("Guarantee Deposit") to be held by the City throughout
the Term of this Agreement, including any renewal periods. The Guarantee Deposit shall secure
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the Licensee's performance under this Agreement and full payments of the fees and charges due
hereunder, including, but not limited to the Use Fee(s), maintenance, repairs, restoration, or other
applicable charges, or to defray the expenses incurred by the City as a consequence of Licensees
use or non-use of the Area. The City shall return the Guarantee Deposit, or any unexpended portion
thereof, to Licensee upon the full satisfaction of Licensee's obligations herein. The City may deduct
the cost of any repairs necessary to restore the Area to its preexisting condition, repairs or
replacements of any damaged equipment or materials, any costs or expenses the City incurs as a
result of Licensee's failure to perform any of its obligations herein, or outstanding fees or charges
due to the City from the Guarantee Deposit.
In the event the amount necessary for repairs or replacements or to satisfy payments due or
perform any of Licensee's obligations herein exceeds the Guarantee Deposit, then Licensee agrees
to pay the excess balance to the City within five (5) business days of the City's request for payment.
Should the City use any amount of the Guarantee Deposit, Licensee shall reimburse the amount
used to ensure the Guarantee Deposit remains at the amount indicated above within five (5)
business days of the City's request for payment. The use of the Guarantee Deposit 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 City may be otherwise
entitled.
11. Services and Utilities.
11.1 Licensee's Responsibilities.
Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is
not limited to, electricity, water, storm water fees, gas, telephone, television, cable,
telecommunications, internet, garbage and sewage disposal used by Licensee during its use of the
Area, as well as all costs for installation of any lines and equipment necessary. Licensee, at its sole
cost, shall install, as applicable, all utilities required for its use, and arrange for direct utility billing
from all applicable utility companies for such services.
The City is not a guarantor or in any manner responsible for payment of Licensee's
responsibilities as they are set forth in this Agreement.
Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and hire
pest and termite control services for the Area, as needed, to ensure that the Area will at all times
be in a clean and sanitary condition and free from vermin.
Licensee agrees to provide any and all security it deems necessary to protect its operations
and equipment. Licensee shall ensure that all appropriate equipment and lights have been turned
off and appropriate doors locked at the close of operations within the Area each day. Licensee shall
be responsible to take prudent preventive maintenance measures to safeguard the Area from storms
and other "Acts of God" as that term is defined by Florida law.
11.2 City's Responsibility.
City, at its sole cost, shall pay for the following utilities: None.
The City reserves the right to interrupt, curtail or suspend the provision of any utility service
provided by it, including but not limited to, heating, ventilating and air conditioning systems and
equipment serving the Property, 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
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any 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 Agreement or any of Licensee's obligations
hereunder be affected or reduced thereby.
12. Reporting Requirements.
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 24 of this
Agreement. Copies requested by the City shall be furnished to the City at no cost.
12.1 IRS Form 990 Tax Returns.
Licensee shall deliver or cause to be delivered to the person designated by the City
("Contract Manager") annually a copy of its IRS Form 990 thirty (30) days after it is due to the
IRS. If Licensee requests an extension from the IRS, Licensee must submit a copy of the approved
extension request to the Contract Manager. Should such an extension be approved, then Licensee
shall submit the Form 990 when it has been submitted to the IRS. Tax Return no later than three
months after the end of its fiscal year.
12.2 Preventive Maintenance Report.
No later than December 31 of each year, Licensee, at its own cost and expense, shall
perform a physical inspection of the Property in accordance with City, County and State code
requirements as part of a preventive maintenance program and shall submit an inspection report to
the City of any deteriorating conditions found in the Area ("Preventive Maintenance Report").
Within sixty (60) days of completing said inspection, Licensee shall submit a remediation plan to
the City, to be approved by the City Manager or his/her designee, for all conditions requiring repair,
replacement or modification as noted in the inspection report. As part of the physical inspection of
the Area, Licensee shall perform or cause to be performed, the following preventive maintenance
services:
(i) Cleaning and janitorial services for the Area;
(ii) Grounds services, including removal of any rubbish or obstructions from the Area;
(iii) Interior and exterior window cleaning to be performed as needed but no less than once
every one hundred and twenty (120) days;
(iv) Vermin control as necessary, but no less than once every sixty (60) days;
(v) Pressure clean as necessary, or upon written request by the City;
If Licensee refuses, neglects or fails to provide the above services or does not provide
adequate services within thirty (30) days after written demand from the City, City may take
corrective measures or cause the Area to be cleaned or repaired without waiving its right, based
upon any violation of the Licensee and without releasing Licensee from any obligations hereunder.
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Licensee shall pay City as additional payments the full cost of such work within thirty (30) days of
Licensee's receipt from the City of an invoice indicating the cost of such corrective measures or
clean-up. Failure to pay such invoice as directed without the necessity of City repairing the Area
shall constitute a violation of this Agreement.
Nothing herein shall imply that maintenance, repair, and inspections should be performed
by Licensee only at the suggested intervals. Licensee shall, at all times, be responsible for the
condition of the Area and shall perform repairs required in a timely manner so as to prevent injury
to person and waste to property.
13. Condition of the Area and Maintenance.
Licensee accepts the Area "as is", in its present condition and state of repair and without
any representation or affirmation 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 its current or better condition, subject to reasonable wear and tear,
ordinary wear and tear excepted, 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 interior and exterior
non-structural 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, subject to City Manager approval, in order to comply with all City, County, and State
code requirements for Licensee's occupancy thereof.
Licensee acknowledges and agrees that the Property is currently undergoing significant
improvements, including without limitation improvement of the facade and other structural repairs.
Accordingly, the City makes no warranties or representations as to the condition of the Property or
any portion thereof, and the Licensee agrees to enter and utilize the Area at its sole risk.
Notwithstanding any language contained in this Agreement to the contrary, the Licensee, its agents,
officers, and employees hereby release and hold harmless the City from any liability in connection
with the condition of the Property or the Area. The City may at times limit access or otherwise
require the Licensee to vacate the Area as may reasonably be required for safety and coordination.
14. Alterations, Additions or Replacements.
Except in the event of an emergency, Licensee shall not make any repair in excess of One
Thousand Dollars $1,000.00 without first receiving the written approval of the City Manager,
which approval may be conditioned, denied, or withheld for any or no reason whatsoever, including
a condition to pay additional fees if such alteration will affect the cost of services being provided
by the City. If the City Manager or his/her designee approves such request, no repair or alteration
shall be commenced until plans and specifications therefore shall have been submitted to and
approved by the City Manager or his/her designee.
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 involving an imminent threat to life safety or property, Licensee shall
reasonably proceed to perform such repair work and shall immediately notify City of such work.
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All alterations must be in compliance with all statutes, laws, codes, ordinances and
regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that
may have jurisdiction over the Property as they presently exist and as they may be amended
hereafter.
15. 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 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 Property. Nothing in this
Agreement 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 Property 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 form of security in lieu thereof. Additionally, the City may
compel the prosecution of an action for the foreclosure of the construction lien by the lienor and
pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances),
with the understanding that all amounts paid by the City shall constitute additional payments due
and payable under this Agreement 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 the Licensee proceeds as follows:
(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 Property.
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16. City Access to Area.
City and its authorized representative(s) shall have access to the Area at all reasonable
times, whether or not during normal business hours. City will maintain a complete set of keys to
the Area, if applicable. Licensee, at its sole cost and expense, may duplicate or change key locks
to the Area but not until first receiving written approval from the Contract Manager for such work.
In the event Licensee changes key locks as approved by the Contract Manager. Licensee, at its sole
cost and expense, must also provide to City a copy or copies of said keys, if more than one copy is
required.
The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b)
to perform any obligations of Licensee hereunder which Licensee has failed to perform after written
notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such
notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all
applicable laws, ordinances, codes, rules and regulations, (d) to show the Property, inclusive of the
Area, to prospective purchasers or tenants, and (e) for any other purposes as may be deemed
necessary by the City Manager in the furtherance of the City's corporate/municipal purposes,
provided, however, that the City shall make a diligent effort to provide at least 24-hours advance
written notice and Licensee shall have the right to have one or more of its representatives or
employees present during the time of any such entry. The City, its officials, employees and agents,
shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City
of the right of entry described herein for the purposes listed above. The making of periodic
inspection or the failure to do so shall not operate to impose upon City any liability of any kind
whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under
this Agreement.
17. Indemnification and Hold Harmless.
17.1 Indemnification and Hold Harmless by Licensee
The Licensee shall, to the extent permitted by law at all times hereafter, indemnify and hold
harmless the City, and its officers, agents, employees and instrumentalities from any and all
liability, claims, losses and causes of action, including attorneys' fees and costs of defense which
the City or its officers, employees, agents or instrumentalities may incur as a result of claims,
demands suits, causes of actions or proceedings of any kind or nature arising out of, or relating to
or resulting from the negligence of the Licensee and/or its officers, employees, agents or
instrumentalities, during the term of this Agreement. The Licensee shall resolve all claims and
losses in connection therewith, and shall investigate and defend all claims, suits or actions of any
kind or nature in the name of the City, where applicable, including appellate proceedings, and shall
pay all costs, judgments and reasonable attorneys' fees which may issue thereon. The Licensee
expressly understands and agrees that any insurance protection required by this Agreement or
otherwise provided by the Licensee shall in no way limit the responsibility to indemnify, keep and
save harmless and defend the City or its officers, employees, agents or instrumentalities as herein
provided. Nothing herein shall be deemed to indemnify the City from any liability or claim arising
out of the negligent performance or failure of performance of the City, its officers, employees,
agents or instrumentalities or any other related third party. This paragraph is subject to the
limitations of Section 768.28, Florida Statutes. Nothing herein is intended to act as a waiver of the
Licensee's sovereign immunity.
17.2 Indemnification and Hold Harmless by City
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The City shall, subject to the provisions of this Agreement, and to the extent permitted by law at
all times hereafter, indemnify and hold harmless the Licensee, and its officers, agents, employees
and instrumentalities from any and all liability, claims, losses, and causes of action, including
attorneys' fees and costs of defense which the Licensee or its officers, employees, agents or
instrumentalities may incur as a result of claims, demands, suits, causes, of actions or proceedings
of any kind or nature arising out of, or relating to or resulting from the negligence of the City and/or
its officers, employees, agents or instrumentalities, during the term of this Agreement. The City
shall pay all claims and losses in connections therewith, and shall investigate and defend all claims,
suits or actions of any kind or nature in the name of the Licensee, where applicable, including
appellate proceedings, and shall pay all costs, judgments and reasonable attorney's fees which may
issue thereon. The City expressly understands and agrees that any insurance protection required by
this Agreement or otherwise provided by the City shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the Licensee or its officers, employees, agents or
instrumentalities as herein provided. Nothing herein shall be deemed to indemnify the Licensee
from any liability or claim arising out of the negligent performance or failure of performance of
the Licensee, its officers, employees, agents or instrumentalities or any other related third party.
This paragraph is subject to the limitations of Section 768.28, Florida Statutes. Nothing herein is
intended to act as a waiver of the City's sovereign immunity.
18. 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 insurance as set forth in Exhibit "C" attached hereto
and made a part hereof. Insurance policies contained herein may be subject to the limitations and
provisions of Section 768.28 of the Florida Statutes.
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, 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 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.
20. 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, nonoccurrence
12
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).
21. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any
and all charges, fees, taxes, impositions, or assessments levied against the Property (collectively
Assessments), 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 Area by Licensee, including, but not limited to, ad
valorem taxes, fire fees, if any, and parking surcharges.
In the event Licensee appeals an Assessment, Licensee shall immediately notify the City
Manager of its intention to appeal said Assessment and shall furnish and keep in effect a surety
bond of a responsible and substantial surety company reasonably acceptable to the City Manager,
or his/her authorized designee, or other security reasonably satisfactory to the City Manager, or
his/her authorized designee, in an amount sufficient to pay one hundred percent (100%) of the
contested Assessment with all interest on it and costs and expenses, including reasonable attorneys'
fees to be incurred in connection with it.
22. Revocation or Termination.
(i) Revocation by Request of Either of the Parties Without Cause.
Either Party may revoke this Agreement 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
of the revocation.
This is,a revocation for convenience clause and neither party shall have any recourse
against the other party due to the exercise of such revocation provided; however, that
Licensee must pay its fees due to the City under this Agreement through the effective date
of such revocation.
(ii) Revocation by City Manager for Cause.
If at the sole and complete discretion of the City Manager, Licensee in any manner
violates the restrictions, terms, and conditions of this Agreement, then, and in the event,
after ten (10) days written notice given to Licensee by the City Manager within which to
cease such violation or correct such deficiencies or begin to correct deficiencies that are by
their nature not correctable within 10 days, and upon failure of Licensee to do so after such
written notice within said ten (10) day period, this Agreement shall be automatically
revoked without the need for further action by the City. Upon such automatic revocation,
Licensee shall abide by the terms of Paragraphs 6 and 32 herein.
23. 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
in writing 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:
13
AS TO THE LICENSEE
Christina Crespi
Chief Executive Officer
166 E Flagler Street
Miami, FL 33131
crespi@miamidda.com
AS TO THE CITY:
Art Noriega V.
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, FL 33130
anoriega@miamigov.com
WITH A COPY TO:
George K. Wysong III
City Attorney
444 SW 2°d Avenue, 9' Floor
Miami, FL 33130
gwysong@miamigov.com
24. Advertising.
Licensee shall not permit any signs or advertising matter to be placed either in the interior
or upon the exterior of the Area without having first obtained the approval of the Contract Manager
or his/her designee, which approval may be withheld for any or no reason, at his/her 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 approvals, permits, or other required approvals by whatever
name called, from all governmental authorities having jurisdiction, and must comply with all
applicable requirements set forth in the Miami -Dade County Code, the City of Miami Code and
Zoning Ordinance. Any signage existing as of the date of this Agreement is in compliance with the
requirements in this section. Upon the revocation or expiration 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 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 Area an appropriate sign, plaque, or historic marker indicating City's having issued
this Agreement.
14
2.5. 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 revocation 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 Licensee may operate according to the custom of the
industry so long as the use or presence of Hazardous Materials is strictly and properly monitored
according to, and in compliance with, all applicable governmental requirements. The requirements
of this Paragraph shall survive the revocation or expiration of this Agreement.
26. 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.
27. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and effect
throughout the term of this Agreement, at its sole expense, all local, state, and federal licenses,
authorizations and permits that are necessary for Licensee to conduct its commercial activities.
Licensee shall be solely responsible for paying the cost of said applications and obtaining said
licenses, authorizations and permits.
28. Compliance with all Applicable Laws.
Licensee accepts this Agreement and hereby acknowledges that Licensee's strict
compliance with all applicable federal, state, and local laws, codes, ordinances, and regulations is
a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and
as they may be amended hereafter. This Agreement shall be construed and enforced according to
the laws of the State of Florida.
15
Without limitation of the foregoing, Licensee confirms and certifies that it is not in violation
of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or
services as defined in Section 787.06, Florida Statutes. The Licensee shall execute and submit to
the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida
Statutes, attached an incorporated herein as Exhibit "F." If the Licensee fails to comply with the
terms of this Section, the City may suspend or terminate this Agreement immediately, without prior
notice, and in no event shall the City be liable to Licensee for any additional compensation or for
any consequential or incidental damages.
29. Ownership of Improvements.
As of the Effective Date and throughout the use period, all buildings and improvements on
the Property shall be vested with the City. Furthermore, title to all alterations made in or to the
Property, 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.
30. Surrender of Area.
In either event of early termination or revocation of this Agreement, Licensee shall
peacefully surrender the Area 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.
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 such
damage to the Area within ten (10) days after receipt of written notice from City directing the
required repairs, City may cause the Area to be repaired at the sole cost and expense of Licensee.
Licensee shall pay City the full reasonable cost of such repairs within ten (10) days of receipt of
an invoice indicating the cost of such required repairs. Ordinary wear and tear shall be deemed not
to include damage or injury caused by moving Licensee's property or trade fixtures into or out of
the Licensed Area. 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 of this Agreement.
In the event Licensee fails to remove its personal property, equipment, and fixtures from
the Area within the time limit set by the notice, said property shall be deemed abandoned and
thereupon shall become the sole personal property of the City. The City, at its sole discretion and
without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost and
expense.
31. Severability.
It is the express intent of the parties that this Agreement constitutes a license and not a
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,
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.
16
With regard to those provisions which do not affect the parties intent for this Agreement,
should any provision, section, 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, 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 Agreement shall remain unmodified and in full force and
effect or limitation of its use.
32. Invalidity.
In the event that any non -material provision of this Agreement shall be held to be invalid
for any reason, such invalidity shall not affect the remaining portions of this Agreement and the
same shall remain in full force and effect.
33. No Assignment or Transfer.
Licensee cannot assign, sublicense, sell, or transfer its privilege of occupancy and use
granted unto it by this Agreement. Any assignment, sublicense, sale or disposition of this
Agreement or any interest therein by Licensee shall result in the immediate automatic revocation
of this Agreement without notice by the City.
34. 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. IF LICENSEE
HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO LICENSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305)
416-1800, VIA EMAIL AT PUBLICRECORDS(a,MIAMIGOV.COM, OR REGULAR
EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND
AVENUE, 9TH FL, MIAMI, FL 33130. LICENSEE MAY ALSO CONTACT THE
RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS
ADMINISTERING THIS AGREEMENT.
33. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code
Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11.1 et.
seq.) and of the State of Florida as set forth in the Florida Statutes, as amended, and agrees that it
will fully comply in all respects with the terms of said laws and any future amendments thereto.
Licensee covenants that no person or entity under its employ, presently exercising any functions
or responsibilities in connection with this 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.
17
35. Americans with Disabilities Act.
Licensee shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City
including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and
all applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative
steps to ensure nondiscrimination in employment of disabled persons.
36. Nondiscrimination.
In the performance of this Agreement or any extension thereof, Licensee and/or its
authorized agents shall not discriminate in connection with its occupancy and use of the Property
and improvements thereon, or against any employee or applicant for employment because of race,
ancestry, national origin, color, sex, religion, age, disability, familial status, marital status or sexual
orientation. Licensee and/or its authorized agents will ensure that its employees are fairly treated
during employment without regard to their race, national origin, ancestry, color, sex, religion, age,
disability, familial status, marital status or sexual orientation. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation.
37. Attorney(s') Fees.
In the event it becomes necessary for either party to institute legal proceedings to enforce
the provisions of this Agreement, each party shall bear its own attorneys' fees.
38. 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.
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.
39. 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
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.
40. 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, 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 Agreement be construed as in any
manner changing the terms hereof to prevent the City from enforcing in full the provisions hereto,
18
nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than
by written agreement of the City and Licensee.
41. 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.
42. No Interpretation Against Draftsmen.
The Parties agree that no provision of this Agreement shall be construed against any
particular party and each party shall be deemed to have drafted this Agreement. This Agreement is
the result of negotiations between the Parties and has been typed/printed by one party for the
convenience of both Parties, and the Parties covenant that this Agreement shall not be construed in
favor of or against either of the Parties. This Agreement may be amended only by written
document, properly authorized, executed, and delivered by both parties hereto. For the City,
appropriate authorization shall be constructed to mean appropriate formal action by the City
Manager or the City Manager's designee, or if required by law, the Miami City Commission. This
Agreement shall not be constructed in favor of one party or the other. All matters involving this
Agreement shall be governed by the laws of the State of Florida.
43. 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.
44. 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.
45. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal, agent,
partner or joint venture of the other.
46. Headings.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
47. 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.
48. 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
19
altered, except as may be specifically authorized herein or by written instrument executed by the
Parties hereto.
49. Electronic Signatures/Counterparts.
This Agreement 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 Agreement. The Parties shall be entitled to sign and transmit an electronic signature of this
Agreement (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 Agreement upon
request.
20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and
year first above written.
ATTEST:
Witness 1:
BY:
NAME:IVObrru
TITLE: QODICED
Witness 2:
LICENSEE
Miami Downtown Development Authority
NAME: Christina Crespi
TITLE: Chief Executive Officer
BY0
NAME: C7ri
TITLE: ElveckAkce--15ocirck. `Deedin
21
ATTEST:
DocuSigned by:
BY:
—‘--E46D7560DCF1459...
Todd B. Hannon
City Clerk
Signed by:
THE CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF
FLORIDA
BY:
DocuSigned by:
Qvt r Novi(,y.
850CF6C372DD42A...
Arthur Noriega V.
City Manager
APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
BY:
DocuSigned by:
at,brit, 4 RISot4<<<
88776E9FE88248B...
George K. Wysong III
City Attorney
5Ds
24-2628
22
DocuSigned by:
FralAk
BY:
Gb�t A)
27395C6318214E7...
Ann -Marie Sharpe
Director of Risk Management
EXHIBIT A
DESCRIPTION OF PROPERTY AND AREA
PROPERTY:
Olympia Theater Retail
Folio No.: 01-0112-010-1010
Legal Description:
MIAMI NORTH PB B-41
LOTS 1 & 2 & S55FT OF LOT 3 & N
45FT OF LOTS 18-19-20 LESS W 2 IN
OF N65FT OF LOT 2 BLK 121
LOT SIZE IRREGULAR
75R-148292 - OR 9053-723
AREA:
tT 0110}if
FAIT FlA4 cd2
23
EXHIBIT B
REPORTING REQUIRMENTS
TYPE OF REPORT DUE DATE
Preventative Maintenance Report Each Anniversary Date of Agreement
Reserve/Maintenance Fund Report By December 31st annually
24
EXHIBIT C
INSURANCE REQUIRMENTS
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit
Products/Completed Operations
Personal and Advertising Injury
Hired and Non Owned Autos
B. Endorsements Required
City of Miami listed as an additional insured
Primary Insurance Clause Endorsement
II. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
(i) Employer's Liability
$1,000,000
$2,000,000
$1,000,000
$1,000,000
$1,000,000
A. 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
25
Letter can be provided, if less than (4) employees
III. Professional/E&O Liability
Each Occurrence
Policy Aggregate
$1,000,000
$1,000,000
Policies contained herein may be subject to the limitations and provisions of Section
768.28 of the Florida Statutes
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, or in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
26
EXHIBIT D
CITY OF MIAMI RESOLUTION
City of Miami
Legislation
Resolution
Enactment Number: R-25-0126
City Mall
3500 Pan Amertan Clove
Miami, FL 33133
wont
File Number: 17233
Final Action Date:dl1OJ2025
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A
FOUR -FIFTHS AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING,
RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S
RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED AS EXHIBIT
"A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT
PRACTICABLE OR ADVANTAGEOUS TO THE CITY OF MIAMI ("CITY") AND
WAIVING THE REQUIREMENTS FOR SAID PROCEDURES; AUTHORIZING THE
CITY MANAGER TO NEGOTIATE AND EXECUTE A REVOCABLE LICENSE
AGREEMENT ("LICENSE"), IN A FORM ACCEPTABLE TO THE CITY ATTORNEY,
BETWEEN THE CITY AND MIAMI DOWNTOWN DEVELOPMENT AUTHORITY
("LICENSEE') FOR THE LICENSEES USE OF 433 SQUARE FEET OF CITY -OWNED
PROPERTY LOCATED AT 174 E FLAGLER STREET, MIAMI, FLORIDA 33131 FOR
THE PURPOSE OF PROVIDING OFFICE SPACE TO PROMOTE THE ECONOMIC
HEALTH OF DOWNTOWN MIAMI, FOR A MONTHLY USE FEE OF FIVE HUNDRED
EIGHTY-EIGHT DOLLARS AND EIGHTY-NINE CENTS ($588.89) PLUS ANY
APPLICABLE TAXES, WITH A GUARANTEE DEPOSIT OF NINE HUNDRED
SEVENTY-FOUR DOLLARS AND TWENTY SIX CENTS ($97426), WITH TERMS
AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID LICENSE;
FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE
ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND
MODIFICATIONS TO SAID LICENSE, IN A FORM ACCEPTABLE TO THE CITY
ATTORNEY, AS MAY BE NECESSARY_
WHEREAS, on July 24, 1975, the City of Miami ("City") acquired, by way of a Special
Warranty Deed, the property located at 174 East Flagler Street, Miami, Florida 33131
("Property"), referred to as the Olympia Theater and Tower, and also known as the Gusman
Center for the Performing Arts from Maurice Gusman Cultural Center for the Performing Arts,
Inc.: and
WHEREAS, the previously existing sub -lease and license agreement with the Miami
Downtown Development Authority ("Licensee') was managed by a third party and has since
expired; and
and
WHEREAS, the Licensee currently occupies commercial retail space at the Property;
WHEREAS, the Department of Real Estate and Asset Management (`DREAM")
recommends that the City enter into a new Revocable License Agreement ("License") with
Licensee, providing for a monthly use fee equal to five hundred eighty-eight dollars and eighty
nine cents ($588.89) ('Monthly Use Fee); and
WHEREAS, Licensee shall also be responsible for paying a guarantee deposit of nine
hundred seventy-four dollars and twenty six cents ($974.26) (`Guarantee Deposit'); and
27
WHEREAS, the License shall commence upon the effective date and continue until the
earlier of one year, as may be extended by the City Manager for one additional year, or upon
termination by either party without cause by providing thirty (30) days' prior written notice; and
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated as fully set forth in this Section.
Section 2. Pursuant to Section 18-B5(a) of the City Code, by a four -fifths (4l5ths)
affirmative vote, after an advertised public hearing, the City Manager's written findings, attached
and incorporated as Exhibit "A.° that competitive negotiation methods and procedures are not
practicable or advantageous, and waiving the requirements for said procedures., are hereby
ratified, approved, and confirmed.
Section 3. The City Manager is authorized' to negotiate and execute the License, in a
form acceptable to the City Attorney, between the City and Licensee, for the Licensee's use of
433 square feet of the Property for the purpose of providing office space to promote the
economic health of Downtown Miami, for the Monthly Use Fee with the Guarantee Deposit, with
terms and conditions as more specifically set forth in said License.
Section 4. The City Manager is further authorized' to negotiate and execute all
necessary documents, including amendments and modifications to said License, in a form
acceptable to the City Attomey, as may be necessary.
Section 5. This Resolution shall become effective immediatety upon its adoption.
APPROVED AS TO FORM AND CORRECTNESS:
111" Cly' 9or . y 31742025
28
EXHIBIT E
LICENSEE'S CORPORATE RESOLUTION OR PROOF OF SIGNING AUTHORITY
itF:}Gfl,trrI4n NO,tl um,
A RESOLL110N 04 -I kW HrAASD OF DIRECIOKS OT THE MIAMI
DOWNTt)N'N DRVl J.OPMEN 1' Al. t IRtgflY' OF 1T1E CITY OF MIAMI
FLORIDA (`MIAMI DOA") p1.RSDANT 10 SECTIONS 14-560}4t) AND
1453(AI OF 111E COW-.. O1' 11 it. CITY OF MIAMI, FLORIDA, AS
AMEM)ED. APPOINTING CHRISI INA CRESEL AS THE EXECAITIVF
DlRFt'f I tR 04 -INV MIAMI ODA CTf ECTIVT.. UPON CY)YFIRMAITON HY
Tilt MIAMI El IN COMMISSION WLTil SALARY, RENEEllS, AND
EXPECT.A11ONS "ID HE DE II,RMINED HY flit ANNUAL. REVIIN'
C[NMI FIVE.
WHEREAS, pursuant to Sections 14-56(0(I 1 and t 4-11ital sd the Code of the X. -Ay of
Miami, Thank, as amend t'4'hy Ctsdc"t, the Heard of Directata nfthe Knoll iMwrdor.n
Development Authority of the City of Mialni, Floods ("Miami UUA..t shall appoint nn Eaccutise
tkmurr i, ihn Miahti DV& mrd
WHEREAS, the txecntive )l,n k pta111m feed turn Down since December 41, 2Ut9
when Alyce Robotism ("Robertson") retired: and
'hi (ER-EAS, Chriartw t:reya ('C in'np. 1 Itnn twos saving as Acting Execnnis-r I at*
of its Minin1 DDA sintae Robertson's retirement; and
WHEREAS, pert ar aprmµ es Auto.: Paoculna Diracmr_ Cretpi has sane as Deltas
Director t.f the Miami DDA: mad
WHEREAS, Cretpi Iran senwl in as tntnrptnr) manner to bet, Deputy Director and
Acting Enn: ,tise Dbaeton and
WHEREAS, Cn.p, has ilenro tsuniod her Mohr! m smc as Ena:wive ihneci x of the
Miami UD.A_
NOW. TIIEREI R E, HE n RES(1LVM) HY'I111 BOARD OF DIRECTOR1 OF THE MIAMI
DOWNTOWN DEVELOPMENT AIrITIORITY OF (HE, CITY t)F MIAMI, ETORIDA.
Stetson t The n nitait and liitdmµa et•atninad in the Preamble to this ResululM are
rdnpeed by rrkscnce and incorporated at if hilly sea firth to Inert leaden
Snaiam :, Craipt N appottin d at ISa Executive Dgecln olthe Moat) 1)11A plantain le
cocoons 1 t.S6tb) I) aml 14-11Ra I of the ('ID Leek etitutlta ,.on tontiirnn0iers by the Minn,
Ens Commissars.
rs.
SKIJI . 1. An Mind Review Conn Ilex n Webs alnh,3rhed and delegated with the
nuthorwy w wl the salary, benefits. and expectations ofCa.ld in ha nste as I!saolisc Daataur.
]sninn 4. Iltet Reunionist 'hall Irxxmie dkrt4tn ,nlnedaam(n tom its adnpion
PASSED AND ADOPTER. this 2A' day of Fathom', 20I0.
ramintiteCalp Mwiolo kn 'ts,
Cluaiara CnttpL Acting Executive Director
29
EXHIBIT F
ANTI -HUMAN TRAFFICKING AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact business in
the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including, but not limited to, any amendments, as applicable) with the City of
Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity
which constitutes a governmental entity as defined in Section 287.138(1), Florida
Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2024), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as
defined in Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and
that the facts, statements and representations provided in Section 1 are true and
correct.
b. I am an officer, a representative, or individual of the nongovernmental entity
authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/ • divi i al:
Signature:
Name: Yl n Gr�7 l Title:
Office Address: 001 3 a 15 Ne. Iv qL Phone Number: 30 s-' sq- 4 --4, re 13-
Email Address: Lai' 2 t 3 fi-L WC PL 331 SS
c
)vvt, a L444dda.10N')
30
Olivera, Rosemary
From: Alfonsin, Gabriela
Sent: Thursday, June 5, 2025 2:33 PM
To: Hannon, Todd; Olivera, Rosemary; Ewan, Nicole
Subject: New RLA - Miami Downtown Development Authority (DDA)
Attachments: DDA_RLA_Executed.pdf
Good afternoon,
Attached please find a fully executed copy of an agreement from DocuSign that is to be considered an original
agreement for your records.
Thank you,
Gabriela Alfonsin, MPA
Lease Manager
Department of Real Estate and Asset Management (DREAM)
14 NE 1st Avenue, 2' Floor, Miami, FL 33132
Tel: 305-416-1461
1