Loading...
HomeMy WebLinkAbout25694AGREEMENT INFORMATION AGREEMENT NUMBER 25694 NAME/TYPE OF AGREEMENT SPANISH AMERICAN LEAGUE AGAINST DISCRIMINATION, INC. DESCRIPTION REVOCABLE LICENSE AGREEMENT/970 SW 1ST STREET SUITE 404, MIAMI, FL/FILE ID: 17356/R-25-0151/MATTER ID: 25-467 EFFECTIVE DATE July 29, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/24/2025 DATE RECEIVED FROM ISSUING DEPT. 7/29/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DREAM DEPT. CONTACT PERSON: Gabriela Alfonsin EXT.1461 NAME OF CONTRACTUAL PARTY/ENTITY: IS THIS AGREEMENT TO BE EXPEDITED/RUSH ❑ YES NO TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? OYES NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GRANT AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LEASE AGREEMENT ® LICENSE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY: Revocable License Agreement with Spanish American League Against Discrimination, Inc. (SALAD) PURPOSE OF ITEM (DETAILED SUMMARY/ADD ADDITIONAL PAGES IF NECESSARY) COMMISSION APPROVAL DATE: 04/24/25 FILE ID: 17356 ENACTMENT NO: R 25-0151 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR PRINT: ANDREW FREY une 20, 2025SIGN]ik 4 EDT SUBMITTED TO RISK MANAGEMENT SUBMITTED TO C — -DS TTORNEY Matter ID: 25-467 �b une 23, 2025 08:15:58 EDT June 23, 2025 I 07:49:04 EDT SIGNATURE: DocuSigned by: AActre,..1 Frey 9AB076EDCF7E4C0... PRINT; DocuSigned by: June 23, 2025 1 06:48:26 EDTral44t,A) SIGNATURE: 27395C6318214E7... PRINT: GEORGE K. WYSONG DocuSigned by: tt,br'iy, t RIS614 ((1 "-88776E9FE88248B... APPROVAL BY ASSISTANT CITY MANAGER PRINT: LARRY SPRING DocuSigned by: June 23, 2025SIGNATURE EDT �/„ pI„ APPROVAL BY DEPUTY CITY MANAGER PRINT: NATASHA COLEBROO, vv�v'^i°I,1°,2 7vii4'(f ,—DocuSigned by: June 23, 2025 mA]1R5p: EDT RECEIVED BY CITY MANAGER PRINT: ART NORIEGA, V June 24, 2025 1 09:22:24 EDT SIGNATURE: SUBMITTED TO THE CITY CLERK PRINT: TODD B. HANNON June 24, 202%,641 2 EDT Noi..41.4 ed&V -W 84B700975DEA41 B... DocuSigned by: avitutr Nbvi )a. 850CF6C372DD42A... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSigned by: E46D7560DCF1459... REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO SPANISH AMERICAN LEAGUE AGAINST DISCRIMINATION, INC. FOR THE OCCUPANCY OF SUITE 404 WITHIN THE PROPERTY KNOWN AS MANUEL ARTIME COMMUNITY CENTER LOCATED AT 970 SOUTHWEST Pt 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. 5 7. Late Fees. 6 8. Returned Check Fee 6 9. Guarantee Deposit 6 10. Services and Utilities. 7 11. Common Areas 8 12. Reporting Requirements. 8 13. Condition of the Area and Maintenance. 9 14. Alterations, Additions or Replacements. 9 15. Violations, Liens and Security Interests. 9 16. City Access to Area. 10 17. Indemnification and Hold Harmless. 11 18. Insurance. 11 19. No Liability 12 20. Safety. 12 21. Taxes and Fees. 12 22. Revocation or Termination. 13 23. Notices. 13 24. Advertising 14 25. Hazardous Materials. 14 26. Radon Gas 15 27. Licenses, Authorizations and Permits 15 28. Compliance with all Applicable Laws 15 29. Ownership of Improvements. 15 30. Surrender of Area 15 31. Severability. 16 1 32. Invalidity. 16 33. No Assignment or Transfer 16 34. Public Records. 17 35. Americans with Disabilities Act. 17 36. Nondiscrimination. 17 37. Attorney(s') Fees. 18 38. Litigation; Venue. 18 39. Waiver of Jury Trial 18 40. Waiver 18 41. Time of Essence. 18 42. No Interpretation Against Draftsmen. 18 43. Further Acts. 19 44. Third Party Beneficiary. 19 45. No Partnership. 19 46. Headings. 19 47. Authority. 19 48. Entire Agreement. 19 49. Electronic Signatures/Counterparts. 19 EXHIBITS EXHIBIT A — DESCRIPTION OF PROPERTY AND AREA EXHIBIT B — REPORTING REQUIREMENTS EXHIBIT C — INSURANCE REQUIREMENTS EXHIBIT D — LICENSEE'S CORPORATE RESOLUTION OR PROOF OF AUTHORITY EXHIBIT E — ANTI -HUMAN TRAFFICKING AFFIDAVIT 2 REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made and entered into this 29thday of July , 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 Spanish American League Against Discrimination, Inc, a Not for Profit corporation incorporated under the laws of the State of Florida, with its principal address at 970 Southwest 1st Street, Miami, FL 33130 ("Licensee") (collectively the "Parties"). RECITALS WHEREAS, the City owns and operates a public facility known as the Manuel Artime Community Center located at 970 Southwest 1st Street, Miami, Florida 33130, as further described in Exhibit "A" (the "Property"); and WHEREAS, on February 14, 2008, the City Commission passed and adopted Resolution No. R-08-0070, authorizing the City Manager to enter into Revocable License Agreements with specified rates for the use of office space at the Property; and WHEREAS, Licensee has expressed interest in utilizing approximately 471 SF of office space located at the Property and identified in the attached Exhibit "A" as Suite 404 ("Area"); and WHEREAS, the Parties desire and intend 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 any interest in real property including but not limited to 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: 3 EXHIBIT A — DESCRIPTION OF PROPERTY AND AREA EXHIBIT B — REPORTING REQUIREMENTS EXHIBIT C — INSURANCE REQUIREMENTS EXHIBIT D — LICENSEE'S CORPORATE RESOLUTION OR PROOF OF AUTHORITY EXHIBIT E — 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 depatlments. The Licensee wishes to use the Area for an administrative office to provide discrimination defense and minority representation services. ("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 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 consistent with the Permitted Uses 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, 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 the limited purposes set forth herein is not assignable, mortgageable, or otherwise alienable by Licensee. 4 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 One Hundred Fifty Nine Dollars and Fifty-four Cents ($159.54) 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. Commencing on October 1, 2025, and annually thereafter during the Term, the Monthly Use Fee shall increase by three percent (3%). 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 Depailinent of Finance Attn: Cash Receipts Section 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 For online payments, visit http://miamigov.com/pay 5 7. 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 per month. 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. 8. Returned Check Fee In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a returned check fee ("Returned Check Fee") based on the following schedule: Returned Amount Returned Check Fee $00.01 - $50.00 $20.00 $50.01 - $300.00 $30.00 $300.01 - $800.00 $40.00 Over $800 5% of the returned amount The Returned Check Fee shall constitute additional fees due and payable to City by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 9. 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 Three Hundred and Nineteen Dollars and Eight Cents ($319.08) ("Guarantee Deposit") to be held by the City throughout the Term of this Agreement, including any renewal periods. The Guarantee Deposit shall secure 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. 6 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. 10. Services and Utilities. 10.1 Licensee's Responsibilities. Licensee, at its sole cost and expense, shall provide cleaning services for the Area. Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is not limited to, 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. 10.2 City's Responsibility. City shall, at its sole cost and expense, furnish and maintain air conditioning, electric current and dumpster for regular office debris. Licensee must abide by the rules, regulations, schedules, and practices of the City in the administration of these services. 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 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. 7 11. Common Areas. Licensee shall have the nonexclusive right (in common with other occupants of the Property) to use the common areas of the Property for the purposes intended, subject to such rules and regulations as City may establish from time to time. 12. Reporting Requirements. Licensee shall comply with the reporting requirements set forth in the attached and incorporated Exhibit "B," as further detailed below. 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 23 of this Agreement. Copies requested by the City shall be furnished to the City at no cost. 12.1 Financials. IRS Form 990 Tax Returns. The Licensee shall annually deliver to the Asset Manager a copy of its IRS Form 990 within thirty (30) days after it is due to the IRS. If the Licensee obtains an extension from the IRS, a copy of the approved extension request must be submitted to the Asset Manager prior to the initial deadline. Notwithstanding anything to the contrary, the completed IRS Form 990 must be submitted no later than three (3) months after the end of the Licensee's 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) Interior and exterior window cleaning to be performed as needed but no less than once every one hundred and twenty (120) days; (iii) Vermin control as necessary, but no less than once every sixty (60) days; 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. 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. 8 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 thereof. Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and expense, and subject to City Manager approval, in order to comply with all City, County, and State code requirements for Licensee's occupancy thereof. 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. 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 9 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. 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 City Manager or designee for such work. In the event Licensee changes key locks as approved by the City Manager or designee. 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 10 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. Licensee shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the obligations contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Licensee or its employees, agents or subcontractors (collectively referred to as "Licensee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission or default or negligence (whether active or passive) of the Indemnitees, or any of them or unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its officials and/or employee; or, (ii) the failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to statutes, ordinances, codes, rules, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Licensee, or any of its agents or subcontractors, as provided above, for which the Licensee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Licensee further voluntarily and knowingly acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Area, Licensee, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Area. The Licensee affirms that the granting of this Agreement is good, sufficient and independent consideration granted by the City for this Indemnification and Hold Harmless, which shall survive the termination or expiration of the Agreement. Nothing herein is intended to act as a waiver of the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes. 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. 11 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. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees, and employees, does hereby release from any legal liability the City, its officers, agents, and employees, from any and all claims for injury, death, or property damage resulting from Licensee's use of the Area. 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 or result of such inspection(s). Upon issuance of a notice to proceed, the Licensee shall contact the Risk Management Depai intent 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. 12 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: AS TO THE LICENSEE Name: Juan D'Arce Title: President Address: 970 SW lst Street, Suite 404 Miami, FL 33130 Email: juan.darce@a,saladonline.org 13 AS TO THE CITY: Art Noriega City Manager 444 SW 2"d Avenue, 10th Floor Miami, FL 33130 anoriega@miamigov.com WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2"d Avenue, 9th 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. 25. 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 14 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 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. 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 "E." 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, 15 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. 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 16 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. 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. 17 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, 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. 18 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 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. 19 IN WITNESS WI JERE©F, the parties hereto have executed this Agreement of the day and year first above +xrittcn. ATTEST: Witness 1: NAME: eSerltca Niece,/ TITLE: �lir 1 r1 Q S Witness 2: BY: NAME: I'4-4/4" Wt l c.7}c TITLE: 14-v1t ss 20 LICENSEE Spanish American League Against Discriminations Inc, A Honda Not for Profit Corporation NAME: Juan D'Arcc TITLE: President ATTEST: BY: Signed by: ,.—DocuSigned by: "—E46D7560DCF1459... Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: BY: , —DocuSigned by: —"-88776E9FE88248B... George K. Wysong III City Attorney 61Ds #25-467 21 THE CITY OF NHAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY:[DocuSigned by: Novi4a. 850CF6C372DD42A.. Arthur Noriega V City Manager APPROVED AS TO INSURANCE REQUIREMENTS: BY: pDocuSigned by: '-27395C6318214E7... David Ruiz Interim Director of Risk Management EXHIBIT A DESCRIPTION OF PROPERTY AND AREA Property: Manuel Artime Community Center Address: 970 SW lst Street Located within Folio No.: 01-4138-003-1200 Legal Description: 38 54 41 RIVERVIEW PB 5-43 LOTS 1 & 2 & LOTS 5 THRU 7 & LOTS 14 THRU 20 & COMMENCE AT NELY COR LOT 3 THEN SLY1OFT WLY68FT TO POB CONT WLY6OFT SLY1OFT ELY50FT NELY14.14FT M/L TO POB LESS W2FT OF LOT 2 & LESS E28FT OF LOT 5 & LESS N10FT OF E28FT OF LOT 16 & LESS N10FT OF LOTS 17 & 18 & LESS W2FT OF N10FT OF LOT 19 & LESS S 100FT OF LOT 20 BLK K LESS ST Area: 471 SF Suite 404 22 EXHIBIT B REPORTING REQUIRMENTS TYPE OF REPORT DUE DATE Preventive Maintenance Report Financials December 31 December 31 EXHIBIT C INSURANCE REQUIRMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami included as an Additional Insured Letter will be accepted if no auto exposure is associated with this agreement 24 III. Worker's Compensation (i) Limits of Liability Statutory -State of Florida Waiver of subrogation (ii) Employer's Liability 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 Letter will be accepted if Licensee less than (4) employees IV. Property Commercial Property Insurance covering the Business Personal Property owned by the Licensee. . Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Special form basis including business income. The property COI must reflect replacement cost valuation, and list the City as loss payee. Letter will be accepted to reflect no coverage for business personal property 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 25 and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. EXHIBIT D LICENSEE'S CORPORATE RESOLUTION OR PROOF OF SIGNING AUTHORITY [on the following page] 26 §c cr, ccad parchb., Yyec Detail by Entity Name For-da Not For PsftCOrptraton SPANISH AMERICAN LEAGUE.AGAINST DISC RJMINATIOt,l, INC. f111ha Infori•utitsn Document Number 730219 FEIFEIN Number 59-2017670 Date Filed 07110f11374 State FL Status ACTIVE Last Event REINSTATEMENT Event Date Filed 04130/2013 ptht t foal Address 900SW1ST SUITE 201 .lLAMI, FL3313E] Caged: 01 F27J1997 ie4aie SOD SW1ST SUITE 201 MIAMI, FL33130 Charged: 01 P27J1997 lElliglererlAgeaitMarnt &Address D`A££e, .11an SOD SW 1 ST SUITE 201 MAW, FL33130 ]'Jame Changed: 03A 112023 Address C fanged: 04130 2013 Olflcer,rDIrecter DataJJ Name & Addreaa Tte Director 27 CCd3IELLA, LORENZ() N 900 SW 1 ST. SUITE 201 ▪ FL33130 1.7.VIe Treasurer GUTIER.REZ, ?CB goo SW 1ST. SUITE 201 P.1L41411, FL 33130 TUE, Piers derd. D'Ar.ce, Juan g00 SW 1 Street P.15.arn', FL 33130 • Frea•Diailit Report Year Filed Gate 2022 01:202022 2023 03/01/2023 2024 02105/2024 DOCIAlfriait • ANa.pjoy Maw !nage In P-k* ANNUN_ V, !mace In F-lom 2112G:2022 ANNLV9 Mew Image In PDF tem& EI1:15•202 I ANNUAL 3IFF_PD-Z1 Mew Inane in PDF lomat rry 1.471.,-. ANNUL EaTI.3c-P.1 'Om Image In PDF azrrTee plf99.-2019t&URE:-I13(4.1 Marn 'mewl In PDF Femme %Any I repe In PDF keine yr,1 •-•2-.1 ANN %Amy I n-a9a In PtV A:el-not pi.14:21:1115 • • ANNUL URI Meer Imam In p124,2,31 • - '..,kror Iraqi; In PDF kernar Kfaii.11L 2M-FORT VW.... Image In PDT .4ornia-• Q4D0.213 I • •IFIS TAT T 'w law Image in PDF kg:Ec7ID 11 - P.EFNEI,A.I1PE•11 Maw !maw in PDF aor mac c.1241}552C,09 DORA -. Maw !nape in PUT roc imi...zeor Maw !new in ."DF aar mac Mew I naqG in "ant Mow I na.?,; •I' ?amt. 14.11- ANNUL - -.Am, !now, In PDF !ant namar,-.4-eri - ••- Mew Inapt In PDF aernt n;r74:1...rq ANNLIA - Vigwo Ir a a In ra.r. mozerissz - ; VIv insec In FTa,F!Iernr mixt: 1;4.. AN • — MeW I reQe In .'2e!- kern.r. flZV1W- AN \lux, - Vey.. I nage In terrrue 0=2.'15% • ANJJ 11P1 Mew I nape In I• -*DI. ierTnat 28 EXHIBIT E 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/Individual: SPANISH AMERICAN LEAGUES AGAINST DISCRIMINATION, INC. Signature: Name: Office Address: Email Address: 8306 Mills Drive, Suite 599 Miami. FL 33183 juan.darce@saladonline.org Title: PRESIDENT Phone Number: 786-457-1481 29 Act aJ CERTIFICATE OF LIABILITY INSURANCE DATE 111100Or 1"rn 06/ 10/2025 P1R000Ces Fell Class Insurance Memel 4101 NW 90t Street Miami, FL 33128 Prone (305) 441-7997 Fax (306) 4414443 nesleleo SPANISH AMERICAN LEAGUE AGAINST DISCRIMINATION, INC 970 SW 1ST ST SU[TE 404 MUWI, FL 33130 THIS CERTIFICATE IS ISSUED AS A NUTTER OF INFORMATION ONLY AND CONFERS NO RIGHT'S UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING 1NSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT, ft She coryllcata holder Is en ADOITIONAN INSURED The poNcy(lae) must haw ADDITIONAL. INSURED Provwom or be condoned If SU1?aROGATION I$ WANED, subt.ct to the terms and c milittone d the polies, certain pollcras may require en endorsement A statement on this certificate dame not confer rights to Me certlrlcel. holder In Wm of such sndwserrie tls) CONTACT itaiRHA:CcA"lese 1305) 441-299T l rncllaet.tLorn F A•t (306) 4414443 amunr.4111 AF OPOIN0 COMING* RArC 0 INSURER A BURLINGTON IFQ mime INSURER I: - - - - waunEA 0 Itlsuwtt e Iwsu}RER ► • COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: _ THIS 15 TO CERTIFY T 4 TTHE POLICIES Of INSURANCE LISTED BELOW HAVE BEEN ISSUEfi TO THE INSURED NAMED ABOVE FOR THE POLICY PERM INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO IAIHC*I THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND COOrTIONS Os SUCH POLICIES LBWS SHOWN MAY HAVE BEEN REDUCED SY PAIO CLAIMS AC0t SUSA lOLICY II# POLW V xP INait 4WD POLICY MUMSER (Wit/DD+YTYYI (MN ' Y►Y) Ta R TY►[ Qe INSURANCE COMMEitcYLL afireMIAL Imam CLAem YADE %� occum A C�J ,_ ONS L AOOryGATE L OAT APPL if I PER U roues. , C� Loc• ONUS AuypMINaJ<LARMamr • ANY AUTO scla anto OS ONLY ALnos ❑ NON OWNED AUTOS OILY AUTOS ONLY O UNIIINElLA UAIII ❑ mast -3 mumu*s ❑ cipiksavot • two 0 RETEMITIONs SWAM* CCMPERSATt01 RIND EMPLOYES** L1AMMTY t EN ANY PPOPIHETOMtMAA'TNERrt w1A car Fitt ►tlsE M & M E.ALLLQED7 i iasasesrs M Matt 1 pi awes Mess EIMI IFTldM OF OPERATIONS Wow 060425 06/05'2025 06/05/2026 teadlrTrOM OF OPERATIONS 1 LOCATIONS r MOLLIE I Aaads ACOIID 101, Aaelorl Rarrusis Seleid" Emma epics Is rogirMI CERTIFICATE HOLJDER IS LISTED AS ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY BASIS CERTIFICATE HOLDER CITY OF MIAMI 444 SW 2P4i AVE 4TH FLOOR MIAM FL 33130 ACORD 25 (2011/03) OF CANCELLATION ueeTs EACH OCCU*PE*IrE CAMA(E TO RECOED l' r+t FALSE IS LEa oaur=wJ Yt o EJIP yM,+y or.lrsor9 PERSONAL a At-VV AWRY GE $ERAL AOOREDATE ►R000CYI - CI Q AGG $ 000000.00 100,000 00 J 5,000 00 100.000 CO- 2000.000 00 2.000,000 00 float Y INJURY :Per essrn 1 £DOILY rNJU*Y (Par eICII N, 1 PROPER Tr DAMAGt 1 IPST Iw JO' EACH DC,,lSPI pr t A13011kOATE - 1 nn {{--�� TW ITATIUTt _. _ L EACH ACCIDENT E L Dss[:At1E - PA opt Ot7 F E L DISEASE • POLICY UNIFY• s 1 SHOULD ANY OF THE ABOVE DESCRIBED P0LICI3 BE CANCELLED BEFORE THE EAPMS.ATION DATE THEREOF, NO TIC E WILL BE DE LIVERED IN AC .nr; , , CE WITH THE POLICY PROVISIONS 181-2016 ACORD COfRPORATION. Alt rights reserved re CORD mom* end logo rro registered msrtrs of ACORD Attn: City of Miami REQUEST FOR WAIVER FOR AUTO, PERSONAL PROPERTY, AND WORKER'S COMPREHENSION COVERAGE SALAD is solely an operational administrative office. We do not have employees, only our members work here. We do not have any vehicles available. We do not need personal property coverage. Our focus is exclusively administrative in the premises. Thank you, SPANISH AMERICAN LEAGUE AGAINST DISCRIMINATION By: Juan D'Arce, President Dated: JUNE 17, 2025 AGENDA ITEM SUMMARY FORM File ID: #17356 Date: 03/07/2025 Commission Meeting Date: 04/24/2025 Requesting Department: Department of Real Estate and Asset Management Sponsored By: District Impacted: District 3 Type: Resolution Subject: Bid Waiver - Spanish American League Against Discrimination, Inc. Purpose of Item: 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"); 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 Spanish American League Against Discrimination, Inc, ("licensee") for the licensee's use of portion of City -owned property located at 970 Southwest 1st Street, Suite 404, Miami, Florida for the purpose of operating an administrative office to provide discrimination defense and minority representation services for a monthly use fee of one hundred fifty nine dollars and fifty-four cents ($159.54) plus applicable taxes, with a guarantee deposit of three hundred and nineteen dollars and eight cents ($319.08), for an initial term of one-year, with a three percent (3%) increase in both the monthly use fee and guarantee deposit, with terms and conditions as more specifically set forth in said license agreement; further authorizing the City manager to negotiate and execute all necessary documents, including amendments and modifications to said agreement, in a form acceptable to the City attorney, as may be necessary. Background of Item: The City owns the property located at 970 SW 1st Street, Miami, Florida 33130 ("Property"). The Licensee is seeking the right to license a portion of the Property, comprised of approximately 471 square feet of vacant office space ("Premises"). The intended use is to operate an administrative office to provide discrimination defense and minority representation services. The total monthly use fee of one hundred fifty nine dollars and fifty-four cents ($159.54) plus applicable taxes. A guarantee deposit of three hundred and nineteen dollars and eight cents ($319.08), will also be payable to the City. Subsequently, a three percent (3%) increase in both the monthly use fee and guarantee deposit will be applied for every approved renewal year after the initial one- year term. pursuant to Sec. 18-176(c) of the City Charter, before the city considers proposals requiring deferrals, abatements, credits or other reductions in payments to the City for leases and any all other agreements for the use of the city's real property, the lessee or party using the city's property shall provide an audited financial statements. Licensee has submitted audited financial statements for consideration that satisfies the City Charter requirement. Budget Impact Analysis Item is Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: Total Fiscal Impact: $1,276.32 General Account No: 04002.221060.448000.0000.00000 Reviewed B Department of Real Estate and Asset Management Review Completed 03/07/2025 12:27 PM Office of Management and Budget Office of Management and Budget Department of Risk Management City Manager's Office City Manager's Office City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney City Commission Pedro Lacret Marie Gouin Ann -Marie Sharpe Larry M. Spring Natasha Colebrook -Williams Arthur Noriega V Marta Gomez Jacqueline Lorenzo George K. Wysong III Maricarmen Lopez Andrew Frey Budget Analyst Review Budget Review Risk Review Assistant City Manager Deputy City Manager Review City Manager Review Legislative Division Review ACA Review Approved Form and Correctness Meeting Department Head Completed 03/24/2025 9:58 AM Completed 03/24/2025 10:01 AM Completed 03/24/2025 10:37 AM Completed 03/24/2025 1:50 PM Completed 03/26/2025 9:36 AM Completed 03/26/2025 2:51 PM Completed 03/27/2025 1:40 PM Completed 04/10/2025 9:55 AM Completed 04/14/2025 12:02 PM Completed 04/24/2025 9:00 AM City of Miami Legislation Resolution Enactment Number: R-25-0151 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 17356 Final Action Date:4/24/2025 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) 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 SPANISH AMERICAN LEAGUE AGAINST DISCRIMINATION, INC, ("LICENSEE"), FOR THE LICENSEE'S USE OF PORTION OF CITY OF MIAMI ("CITY") OWNED PROPERTY LOCATED AT 970 SOUTHWEST 1ST STREET, SUITE 404, MIAMI, FLORIDA, FOR THE PURPOSE OF OPERATING AN ADMINISTRATIVE OFFICE TO PROVIDE DISCRIMINATION DEFENSE AND MINORITY REPRESENTATION SERVICES FOR A MONTHLY USE FEE OF ONE HUNDRED FIFTY NINE DOLLARS AND FIFTY-FOUR CENTS ($159.54), PLUS APPLICABLE TAXES FOR THE FIRST YEAR, WITH A GUARANTEE DEPOSIT OF THREE HUNDRED NINETEEN DOLLARS AND EIGHT CENTS ($319.08), SUBJECT TO A THREE PERCENT (3%) INCREASE IN BOTH THE MONTHLY USE FEE AND GUARANTEE DEPOSIT, WITH TERMS AND CONDITIONS AS MORE SPECIFICALLY SET FORTH IN SAID LICENSE; FURTHER APPROVING, BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, THE REDUCTION IN PAYMENTS FOR LICENSEE'S USE OF THE CITY -OWNED PROPERTY; WAIVING THE REQUIREMENTS OF RESOLUTION NO. R-08-0070, ADOPTED FEBRUARY 14, 2008, TO ALLOW FOR A LESSER USE FEE THAN THE MINIMUM REQUIRED PURSUANT TO SAID RESOLUTION; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY. WHEREAS, the City of Miami ("City") owns and operates a public facility known as the Manuel Artime Community Center located at 970 Southwest 1st Street, Miami, Florida 33130 ("Property"); and WHEREAS, the Spanish American League Against Discrimination, Inc. ("Licensee") has expressed its interest in utilizing approximately 471 square feet of vacant office space located at the Property and identified as Suite 404 ("Area") pursuant to a revocable license agreement ("License"); and WHEREAS, the License shall commence upon the effective date and continue until the earlier of one (1) year, as may be extended by the City Manager for one (1) additional year, or upon termination by either party without cause by providing thirty (30) days prior written notice; and WHEREAS, fees for the use of the Property are set pursuant to Resolution No. 08-0070, adopted February 14, 2008; and WHEREAS, Section 18-176(c) of the Code of the City of Miami, Florida, as amended ("City Code") requires that the Licensee submit audited financial statements before the City considers proposals requiring deferrals, abatements, credits or other reductions in payments to the City for any agreements for the use of the City's real property; and WHEREAS, licensee has submitted audited financial statements for consideration in compliance with Section 18-176(c) of the City Code; and WHEREAS, the monthly use fee under the License shall equal one hundred fifty-nine dollars and fifty-four cents ($159.54) ("Monthly Use Fee"), plus applicable taxes, for the first year, which amount is less than the rates established in Resolution No. R-08-0070, adopted February 14, 2008; and WHEREAS, Licensee shall also be responsible to pay a guarantee deposit of three hundred nineteen dollars and eight cents ($319.08) ("Guarantee Deposit"); and WHEREAS, the License shall provide for an annual three percent (3%) increase in both the Monthly Use Fee and Guarantee Deposit, applied annually on October 1; and WHEREAS, the City and Licensee desire and intend to enter into the License authorizing the Licensee's use of the Area pursuant to the above -referenced terms; 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 hereby adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-85(a) of the City Code, by a four -fifths (4/5ths) 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 hereby authorized {1} to negotiate and execute the License in a form acceptable to the City Attorney, between the City and Licensee, for the use of the Area, for the purpose of operating administrative office to provide discrimination defense and minority representation services for a monthly use fee equal to one hundred fifty-nine dollars and fifty-four cents ($159.54) plus taxes, if applicable, for the first year with a guarantee deposit of three hundred nineteen dollars and eight cents ($319.08), subject to a three percent (3%) increase in both the Monthly Use Fee and Guarantee Deposit applied annually every October 1, during the term and any renewal terms with terms and conditions to be more specifically set forth in said License. Section 4. Pursuant to Section 18-176(c) of the City Code, by a four -fifths (4/5ths) affirmative vote, the reduction in payments is hereby approved. Section 5. The waiver of the minimum use fees set forth in Resolution No. R-08-0070, adopted February 14, 2008, are hereby approved. Section 6. The City Manager is further authorized' to negotiate and execute all necessary documents, including amendments and modifications to said Agreement, in a form acceptable to the City Attorney, as may be necessary. Section 7. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: rge . Wyi ng III, C ty ttor -v 4/14/2025 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. Olivera, Rosemary From: Alfonsin, Gabriela Sent: Tuesday, July 29, 2025 1:21 PM To: Hannon, Todd Cc: Olivera, Rosemary; Ewan, Nicole; Pierre, Andre Subject: New RLA - SALAD Attachments: SALAD RLA - Fully Executed.pdf (07-29-25).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. Thankyou, 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