HomeMy WebLinkAboutCRA-R-26-0020 Exhibit AREVOCABLE LICENSE AGREEMENT
THIS REVOCABLE LICENSE AGREEMENT (this "Agreement") is made as of this
day of 20 (the "Effective Date") by and between the SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency
and body corporate, created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA"), and
HOSPITALITY EMPLOYEES ADVANCEMENT AND TRAINING, INC., a Florida Not -For -
Profit Corporation (the "Licensee") (collectively referred to as the "Parties").
RECITALS
A. The SEOPW CRA owns certain real property in the City of Miami, located at 300
N.W. l lth Street and 1074 N.W. l lth Street, Miami, Florida 33136 (Folio no. 01-0101-040-1010), as
identified in Exhibit "A," attached and incorporated herein ("Property").
B. The SEOPW CRA owns and operates the Overtown Performing Arts Center (OPAC)
located at the Property ("Facility").
C. Licensee is a non-profit organization and has requested temporary use of the Facility
to host a Culinary Training Program (the "Event").
D. The SEOPW CRA is willing to grant a revocable license to Licensee for use of the
Facility for the Event during the Use Period ("Permitted Purpose"), and Licensee is willing to accept
a revocable license to use the Facility for its Permitted Purpose, subject to the terms and conditions
hereinafter provided.
E. Formal action by the SEOPW CRA Board of Commissioners is required to
authorize and accept this Agreement, and is a condition precedent to this Agreement's legal
efficacy and validity.
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set
forth, the receipt and sufficiency of which is acknowledged by the parties, the SEOPW CRA
hereby grants unto Licensee the privilege of entry upon the Property and use of the Facility, for
the production of the Event and for uses incidental thereto, on the terms and conditions set forth
in this Agreement.
1. RECITALS. The foregoing recitals are true and correct and are hereby incorporated
herein and made a part of this Agreement.
2. GRANT OF REVOCABLE LICENSE. The SEOPW CRA hereby grants to
Licensee a revocable license to utilize the Facility for the intended Purpose for the permitted Scope
of Work, subject to the terms of this Agreement. The use of the Facility by the Licensee.
3. AGREEMENT NOT A LEASE. This Agreement solely grants to Licensee a
revocable license for the Permitted Use of the Facility and for no other purpose. The Parties hereby
agree that the provisions of this Agreement do not constitute a lease. The rights of Licensee hereunder
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are not those of a Licensee but are a mere personal privilege to do certain acts of a temporary character
on the Facility and to use the Facility for the Permitted Use only, subject to the terms of this
Agreement. The SEOPW CRA retains dominion, possession and control of the Facility. Therefore,
no lease interest in the Facility is conferred upon Licensee under the provisions hereof. Licensee does
not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the
Facility by virtue of this Agreement or its use of the Facility hereunder. Additionally, Licensee does
not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the
Facility by virtue of any expenditure of funds in connection with the use of the Facility.
4. TERM OF AGREEMENT AND USE PERIOD. This Agreement shall commence
on April , 2026 (the "Commencement Date"), and terminate on 20 (the "Use
Period") at 7:00 pm ET, unless earlier terminated or extended by mutual agreement of the Parties.
The Licensee shall have the right to terminate the Agreement at any time during the term for any
reason, provided the Licensee provides the SEOPW CRA with written notice of its intention to
terminate the Agreement at least seven (7) days prior to the effective date of termination. Upon
termination of the Agreement by Licensee, the Licensee agrees to pay the SEOPW CRA for the Use
Rate, provided in Paragraph 5 below, up to and including the date of termination.
5. USE RATE. In consideration of the use of the Facility as described above, Licensee
agrees to pay to the SEOPW CRA in full the sum of Dollars and Cents ($ )
for the Use Period before the Licensee's permitted Purpose. Payment must be made in the form of a
certified check or money order. Failure to pay in accordance with this Agreement shall result in the
immediate termination of this Agreement, subject to a five (5) day notice and opportunity to cure
provided to Licensee.
6. PERMITTED USE. Licensee shall be permitted to enter and occupy the kitchen,
classrooms, and restrooms of the Facility, as further specified in Exhibit "B," for the purposes of
having and/or presenting a Culinary Arts Training Program ("Event") as follows:
a) Other Uses: Should Licensee wish to use the Property at any other times or for the
Facility for any other purposes, then the proposed use and the charges to be paid in connection
therewith may be as customarily charged by the SEOPW CRA for similar use of the Property and
Facility.
b) No Interest Conferred: This Agreement confers no exclusive possession of the
Facility. The Licensee cannot exclude the SEOPW CRA from the Facility. This Agreement solely
authorizes Licensee to the temporary use of the Facility for the limited purposes set forth herein and
for no other purpose. The Parties hereby agree that the provisions of this Agreement do not constitute
a lease. The rights of Licensee hereunder are not those of a Licensee, but are a mere personal privilege
to do certain acts of a temporary character in the Facility, and to use the Facility, subject to the terms
and conditions of this Agreement. The SEOPW CRA shall retain dominion, possession, and control
of the Facility.
7. CAPACITY: Licensee understands that the maximum attendance at any one event is
50 persons.
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8. CONDITION OF THE FACILITY AND MAINTENANCE.
a) Licensee has inspected the Facility and accepts it in "as -is" condition. Licensee agrees
to tear down and remove all of Licensee's effects immediately after the conclusion of an Event and/or
expiration of the Term.
b) During the term of this Agreement, Licensee shall, at its sole cost and expense,
maintain the Facility in good condition and repair, and ensure the Facility remains in a clean, safe
and sanitary condition. Licensee shall promptly restore the Facility to its original pre -Agreement
condition, prior to the use of the Facility by Licensee, upon the termination of this Agreement unless
otherwise agreed to in writing by the SEOPW CRA's Executive Director, normal wear and tear
excepted. Licensee agrees that the SEOPW CRA shall, under no circumstances, be liable for any
latent, patent or other defects in the Facility.
c) During the term of this Agreement, Licensee agrees, at its sole cost and expense, to
keep and maintain in good repair the portion of the Facility in use by the Licensee, the fixtures and
equipment therein and the appurtenances thereto, including the storefront, all windows and window
frames, doors and door frames, storm shutters, security grills, all of Licensee's signs; and the lighting,
electrical, plumbing, sewage, sprinkler heads (excluding lines, which are the responsibility of
SEOPW CRA) and alarm systems (excluding Complex alarm system, which is the responsibility of
SEOPW CRA), equipment, fixtures and facilities serving the Premises (including such as are installed
or located outside of the Premises and which exclusively serve the Premises). Licensee shall initiate
and carry out a program of regular maintenance and repair of the Premises. In addition, Licensee will
be responsible for maintaining the HVAC systems and equipment exclusively serving the Premises
in good condition at all times, and to make any repairs and/or replacements to such air conditioning
and heating systems and equipment.
d) At the conclusion of each Event, and upon expiration of the Term, Licensee agrees to
surrender the Facility to the SEOPW CRA properly cleaned and in the same condition existing upon
Licensee's acceptance. If the Facility is not properly cleaned to the SEOPW CRA's satisfaction, then
the SEOPW CRA shall have the right to invoice the Licensee for such additional cleaning. The cost
of additional cleaning, as well as the cost of damage repairs, or any repairs necessitated as a result of
the use of the Facility by Licensee, shall be deducted from the Deposit, if applicable. Licensee shall
pay any deficiency upon demand.
e) The SEOPW CRA shall have the right to enter upon the Facility at any time during
the Use Period, as it deems necessary.
f) Licensee shall not damage nor permit any damage to any portion of the Facility, and
at the termination of this Agreement, Licensee shall deliver the Facility to the SEOPW CRA in as
good of a condition as existed at the commencement of the Use Period of this Agreement. Should the
Licensee fail to return the Facility in the same condition as it received it, the SEOPW CRA reserves
the right to pursue all legal actions and remedies afforded by Florida law.
9. VIOLATIONS, LIENS, AND SECURITY INTERESTS. Licensee shall not suffer
or permit any statutory, laborers, materialman, or mechanics' liens to be filed against the Facility by
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reason of work, labor, services, or materials supplied to the Licensee or anyone having a right to
possession of the Facility. Nothing in this Agreement shall be construed as constituting the consent
or request of the SEOPW CRA, expressed or implied, by inference or otherwise, to any contractor,
subcontractor, laborer or material man for the performance of any labor or the furnishing of any
materials for any specific alteration, or repair of or to the Facility 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 mechanics liens against the Facility. If any
mechanics' lien shall at any time be filed against the Facility, the Licensee shall cause it to be
discharged of record or transferred to appropriate bond within thirty (30) days after the date the
Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a mechanics' lien or
cause same to be transferred to bond within that period, then in addition to any other right or remedy
available to the SEOPW CRA, the SEOPW CRA may, but shall not be obligated to, discharge the
lien either by paying the amount claimed to be due or by transferring same to appropriate bond. All
amounts paid by the SEOPW CRA shall be repaid to the SEOPW CRA by the Licensee immediately
upon rendition of any invoice or bill by the SEOPW CRA and shall bear interest at the maximum rate
allowed by Florida law until repaid. Subject to the limits, limitations and provisions of Section
768.28, Florida Statutes, as may be amended, Licensee further agrees to hold SEOPW CRA harmless
from, and to indemnify and defend the SEOPW CRA against, any and all claims, demands and
expenses, including attorney's fees and costs, by reason of any claims of any contractor,
subcontractor, materialman, laborer or any other third person with whom Licensee has contracted or
otherwise is found liable for, in respect to the Facility.
10. SEOPW CRA ACCESS. SEOPW CRA and its authorized representative(s) shall
have access to the Facility at all times to: (a) inspect the Facility; (b) to perform any obligations of
Licensee under this Agreement, which Licensee has failed to cure within ten (10) days of receipt of
written notice from the SEOPW CRA; and (c) confirm Licensee's compliance with the terms and
provisions of this Agreement and all applicable laws, ordinances, rules and regulations. The SEOPW
CRA shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the
SEOPW CRA of the right of entry described herein, unless caused by the SOPW CRA's gross
negligence or willful misconduct. The making of periodic inspection or the failure to do so shall not
operate to impose upon SEOPW CRA any liability of any kind whatsoever nor relieves the Licensee
of any responsibility, obligations or liability under this Agreement.
11. LICENSEE COMPLIANCE WITH ALL ORDINANCES. Licensee agrees to
comply with all applicable code requirements and ordinances including the requirement to apply for
any temporary use permits, building permits, certificates of use, or other permits and/or licenses.
Licensee also agrees that any temporary improvements or modifications to the Facility, including
those not requiring any permits, and including the installation of outdoor furniture, planters,
umbrellas, lighting, etc. comply with all applicable codes and ordinances.
12. NO PERMANENT STRUCTURES OR ALTERATIONS. Licensee agrees to not
build any permanent alterations to the Facility nor construct any permanent structures on the Facility.
13. DEFAULT. Licensee shall be responsible for providing a fully signed and notarized
agreement to the SEOPW CRA, and if Licensee fails to comply, the Event will automatically be
cancelled and all deposit funds, if applicable, shall be retained by the SEOPW CRA. If Licensee fails
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to comply with any term(s) or condition(s) of this Agreement, or fails to perform any of its obligations
hereunder, then Licensee shall be in default. Upon the occurrence of a default hereunder, the SEOPW
CRA, in addition to all remedies available to it by law, may by notice to Licensee, terminate this
Agreement whereupon all deposits, including security deposits, payments, advances, or other
compensation paid by the Licensee to the SEOPW CRA shall be retained by the SEOPW CRA.
14. INSURANCE. Licensee shall, at all times during the term hereof, maintain such
insurance coverage as provided in Exhibit "C," attached hereto and incorporated herein. All such
insurance, including renewals, shall be subject to the approval of the SEOPW CRA and the City of
Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence
of such coverage shall be furnished to the SEOPW CRA on Certificates of Liability Insurance,
indicating such insurance to be in force and effect and providing that it will not be canceled, or
materially changed during the performance of Licensee's obligations under this Agreement without
thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW
CRA. Completed Certificates of Liability Insurance shall be filed with the SEOPW CRA, to the extent
practicable, prior to the performance of Licensee's obligations hereunder, provided, however, that
Licensee shall at any time upon request by the SEOPW CRA file duplicate copies of the policies of
such insurance with the SEOPW CRA.
If, in the reasonable judgment of the SEOPW CRA, prevailing conditions warrant the provision by
Licensee of additional liability insurance coverage or coverage which is different in kind, the
SEOPW CRA reserves the right to require the provision by Licensee of an amount of coverage
different from the amounts or kind previously required and shall afford written notice of such
change in requirements thirty (30) days prior to the date on which the requirements shall take effect.
Should Licensee fail or refuse to satisfy the requirement of changed coverage within thirty (30)
days following the SEOPW CRA's written notice, this Agreement shall be considered terminated
on the date the required change in policy coverage would otherwise take effect.
15. RISK OF LOSS. The SEOPW CRA and the City of Miami assume no responsibility
whatsoever for any person or Facility that enters the premises or Facility resulting from, or in
connection with, the Purpose of this Agreement. In consideration of the execution of this Agreement
by the SEOPW CRA, the Licensee releases the SEOPW CRA and the City of Miami from all liability
resulting from loss, injury, death, theft, damage or destruction to any persons or Facility which may
occur in or about the premises or Facility regardless of the cause, including circumstances where it
is alleged that the SEOPW CRA and the City of Miami, or their employees, agents, or contractors
were negligent. Licensee does not agree to release the SEOPW CRA and the City of Miami from
liability which is determined to be caused solely due to the intentional or willful misconduct of the
SEOPW CRA and the City of Miami, or their respective employees or agents.
16. INDEMNIFICATION. Licensee shall indemnify, covenant not to sue, defend and
hold harmless the SEOPW CRA, the City of Miami, and their officials, employees and agents
(collectively referred to as "Indemnitees"), from and against all loss, costs, penalties, fines, damages,
claims, expenses (including reasonable 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
the Facility arising out of, resulting from, or in connection with (i) the use of the Facility, whether
caused directly or indirectly, in whole or in part (whether joint, concurrent or contributing), by any
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act, omission, default, negligence (whether active or passive), recklessness or intentional wrongful
misconduct of Licensee or any of Licensees guests, invitees, employees, agents or subcontractors, or
(ii) by the failure of Licensee to comply with any of the provisions herein, specifically Licensee's
obligation to comply with all applicable statutes, ordinances or other regulations or requirements in
connection with the use of the Facility. This indemnification shall survive the term of this Agreement.
17. SAFETY. Licensee shall allow SEOPW CRA 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 SEOPW CRA, 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 SEOPW CRA, its agents, or representatives
from the occurrence, non-occurrence or result of such inspection(s).
18. SEOPW CRA'S TERMINATION RIGHTS.
(a) Termination for Convenience: The SEOPW CRA shall have the right to terminate
this Agreement for convenience, in its sole discretion, upon seven (7) days prior written notice to
Licensee. Additionally, the SEOPW CRA shall have the right to cancel the presentation of an Event,
at any time if, in the exercise of its reasonable discretion, the SEOPW CRA determines that the
presentation of such Event, at the scheduled time, is not in the best interest of the SEOPW CRA due
to circumstances beyond the SEOPW CRA's reasonable control.
(b) Termination for Cause: The SEOPW CRA shall have the right to terminate this
Agreement, without notice or liability to Licensee, upon the occurrence of an event of default.
(c) Other Termination Rights: The SEOPW CRA shall have the right to terminate this
Agreement in the event that the Facility is sold, is condemned, or in the event of its damage due to
fire, windstorm, catastrophe or other act(s) of God, and the SEOPW CRA decides, in its sole
discretion, not to repair or rebuild.
(d) Force Maieure: SEOPW CRA shall not be liable for any failure to perform its
obligations, where such failure is caused by conditions beyond its control, including, but not limited
to, Acts of God (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war,
invasion, act of foreign enemies, events in foreign countries that affect the SEOPW CRA and its
citizens, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection,
riots, street celebrations or protests, military or usurped power or confiscation, terrorist activities,
nationalization, government sanctions or restrictions, blockage, embargo, labor dispute, strike,
lockout or interruption, or the failure of essential services, such as electricity or telephone.
19. 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 the SEOPW CRA and Licensee at the address indicated
herein or as the same may be changed from time to time. Such notice shall be deemed given on the
day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier:
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To SEOPW CRA:
With copy to:
To Licensee:
With copy to:
Southeast Overtown/Park West Community Redevelopment Agency
c/o James D. McQueen, Executive Director
819 N.W. 2nd Avenue, 3rd Floor
Miami, FL 33136
Vincent T. Brown, Esq., Staff Counsel
819 N.W. 2nd Avenue, 3rd Floor
Miami, FL 33136
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20. ADVERTISING. Licensee shall not permit any signs or advertising matter to be
placed either in the interior or upon the exterior of the Property without having first obtained the
approval of the SEOPW CRA's Executive Director or his designee, which approval may be
withheld for any or no reason, at his sole discretion.
21. HAZARDOUS MATERIALS. Licensee hereby agrees that Licensee and
Licensee's officers, directors, employees, representatives, agents, contractors, subcontractors, and
any other users of the Facility (collectively referred to as "Licensee Representatives") shall not
use, generate, manufacture, refine, produce, process, store or dispose of, on, under or about the
Facility or transport to or from the Facility in the future for the purpose of generating,
manufacturing, refining, producing, storing, handling, transferring, processing or transporting
Hazardous Materials, except in compliance - with all applicable Hazardous Materials Laws.
Furthermore, Licensee shall, at its own expense, procure, maintain in effect and comply with all
conditions of any and all permits, licenses and other governmental and regulatory approvals
required for the storage or use by Licensee or any of Licensee's Representatives of any Hazardous
Materials on the Property or at the Facility, including without limitation, discharge of
(appropriately treated) materials or wastes into or through any sanitary sewer serving the Facility.
Each party hereto (for purposes of this Paragraph, "Notifying Party") shall immediately notify the
other party (the "Notice Recipient") in writing of: (a) any enforcement, cleanup, removal or other
governmental or regulatory action instituted, contemplated or threatened concerning the Property
or the Facility, pursuant to any Hazardous Materials Laws; (b) any claim made or threatened by
any person against the Notifying Party or the Property relating to damage contribution, cost
recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous
Materials on or about the Property; and (c) any reports made to any environmental agency, arising
out of or in connection with, any Hazardous Materials in or removed from the Facility, including
any complaints, notices, warnings or asserted violations in connection therewith, all upon receipt
by the Notifying Party of actual knowledge of any of the foregoing matters. Notifying Party shall
also supply to Notice Recipient as promptly as possible, and in any event within five (5) business
days after Notifying Party first receives or sends the same, copies of all claims, reports, complaints,
notices, warnings or asserted violations relating in any way to the Facility or Licensee
Representatives use thereof.
Subject to the limits, limitations and provisions of Section 768.28, Florida Statutes, as may be
amended, Licensee shall indemnify, defend, protect, and hold the SEOPW CRA, employees,
agents, attorneys, shareholders, officers, directors, trustees, successors and assigns (collectively,
the SEOPW CRA together with all of such persons and entities are hereinafter referred to as the
"Indemnified Parties"), free and harmless from and against any and all claims, actions, causes of
action, liabilities, penalties, forfeitures, damages, losses or expenses (including, without limitation,
attorneys' fees and costs through litigation and all appeals) or death of or injury to any person or
damage to any the Facility whatsoever, arising from or caused in whole or in part, directly or
indirectly by (a) any contamination resulting from any act or omission of Licensee or Licensee's
Representatives, (b) Licensee's failure to comply with any Hazardous Materials Laws with respect
to the Properties, or (c) a breach of any covenant, warranty or representation of Licensee under
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this Paragraph. Licensee's obligations hereunder shall include, without limitation, and whether
foreseeable or unforeseeable, all costs of any required or necessary repair, cleanup or
detoxification or decontamination of the Facility, and the preparation and implementation of any
closure, remedial action or other required plans in connection therewith. For purposes of the
indemnity provisions hereof, any acts or omissions of Licensee, or Licensee's Representatives
(whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to
Licensee. The foregoing indemnity shall survive the termination of this Agreement.
Nothing in this Agreement, including, but not limited to, the provisions of Paragraph 9
("Violations, Liens, and Security Interests") or this Paragraph 21 ("Hazardous Materials") shall
require the Licensee to indemnify the Indemnitees from and against any loss, cost, claim, liability,
damage, or expense (including reasonable attorneys' fees) relating to or arising out of: (i) the
Indemnitees, its employees', or agents' negligence in the performance of this Agreement; and (ii)
the Indemnitees', its employees', or agents' breach of any provision of this Agreement. Nothing
contained herein shall obligate the Licensee to indemnify or in any way be liable to pay to any
person or entity any amount which exceeds the amount(s) for which the Licensee could be held
liable under the provisions of Section 768.28, Florida Statutes, as may be amended, and nothing
herein shall be read as a waiver of the sovereign immunity beyond that provided in Section 768.28,
Florida Statutes, nor will anything herein be read as increasing the liability of the Licensee to any
person or entity beyond the limits of liability for which the Licensee could be held liable under
Section 768.28, Florida Statutes. This revision reflects the fact that political subdivisions (like the
Licensee) are prohibited by the state constitution from waiving sovereign immunity and is an
attempt to harmonize the language of indemnity with state law.
22. 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 licenses, authorizations and permits that are necessary for Licensee to
conduct the Permitted Use on the Facility. The Licensee shall be responsible for paying the cost
of said applications and obtaining said licenses, authorizations and permits.
23. COMPLIANCE WITH ALL LAWS APPLICABLE. Licensee accepts this
Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal,
state and local laws, 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.
24. SURRENDER OF FACILITY. In the event of termination of this Agreement,
Licensee shall peacefully surrender the Facility in good condition and repair, pursuant to Paragraph
8. Upon surrender, Licensee shall promptly remove any equipment, personal property, and
furnishings from the Facility, and Licensee shall repair any damage to the Facility caused thereby.
Should Licensee fail to repair any damage caused to the Facility within thirty (30) days after receipt
of written notice from SEOPW CRA directing the required repairs, SEOPW CRA shall cause the
Facility to be repaired at the sole cost and expense of Licensee. Licensee shall pay the SEOPW
CRA the full cost of such repairs within thirty (30) days of receipt of an invoice indicating the cost
of such required repairs, together with interest thereon, at the maximum rate allowed by Florida
law until repaid. In the event Licensee fails to remove Licensee's equipment, personal property,
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and furnishings from the Facility within the time limit set by the notice, said Facility shall be
deemed abandoned and thereupon shall become the sole personal property of the SEOPW CRA.
The SEOPW CRA, at its sole discretion and without liability, may remove and/or dispose of same
as the SEOPW CRA sees fit, all at Licensee's sole cost and expense.
25. SEVERABILITY. It is the express intent of the parties that this Agreement
constitutes a revocable 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, 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.
26. NON-DELEGABILITY. Licensee shall not assign, sell, convey, pledge,
encumber, dispose, or transfer its privilege and use granted unto it by this Agreement in whole or
in part. Any assignment, sale, disposition, or transfer of this Agreement or any interest therein by
Licensee is an event of default and shall result in the automatic termination of this Agreement
without notice by the SEOPW CRA.
27. PUBLIC RECORDS AND MAINTENANCE; AUDITS AND EVALUATION.
a) Public Records and Maintenance of Records. This Agreement shall be
subject to Florida's Public Records Laws, Chapter 119, Florida Statutes. The Parties understand
the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws
relating to records retention. Moreover, in furtherance of the SEOPW CRA audit rights in Section
27(b) below, Grantee acknowledges and accepts the SEOPW CRA's right to access Licensee's
records, legal representatives' and contractors' records, and the obligation of Licensee to retain
and to make those records available upon request, and in accordance with all applicable laws.
Licensee shall keep and maintain records to show its compliance with this Agreement. Licensee
shall retain records related to this Agreement or the Event for a period of five (5) years after the
expiration, early termination or cancellation of this Agreement.
b) Audit Rights. The SEOPW CRA shall have the right to conduct audits of
Grantee's records pertaining to the Licensee's use of the Facility and to visit the Event site, in
order to conduct its monitoring and evaluation activities. Licensee agrees to cooperate with the
SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually
agreeable date and time.
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c) Failure To Comply. Licensee's failure to comply with these requirements
or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent,
incomplete, or inadequate information shall be grounds for the immediate termination of this
Agreement without notice by the SEOPW CRA.
28. 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 (Dade
County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes
and agrees that it will fully comply in all respects with the terms of said laws and any future
amendments thereto. Licensee covenants that no person or entity under its employ, presently
exercising any functions or responsibilities in connection with this Agreement, has any personal
financial interests, direct or indirect, with the SEOPW CRA. 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
SEOPW CRA.
29. 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 SEOPW CRA and Licensee
entering into the subject transaction.
30. WAIVER. Any waiver by either party or any breach by either party of any one or
more of the covenants, conditions or provisions of this 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 SEOPW CRA 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 SEOPW CRA
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 SEOPW CRA and
Licensee.
31. 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.
32. 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.
Page 11 of 18
33. HEADINGS. Title and paragraph headings are for convenient reference and are
not a part of this Agreement.
34. 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.
35. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement
of the parties hereto relating to the License, and correctly set forth the rights, duties, and obligations
of the parties. There are no collateral or oral agreements or understandings between the SEOPW
CRA and the Licensee relating to the Agreement. Any promises, negotiations, or representations
not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be
modified in any manner except by an instrument in writing executed by the parties. The masculine
(or neuter) pronoun and the singular number shall include the masculine, feminine and neuter
genders and the singular and plural number. The word "including" followed by any specific item(s)
is deemed to refer to examples rather than to be words of limitation. 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.
36. ANTI -HUMAN TRAFFICKING AFFIDAVIT. 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. Licensee shall
execute and submit to the SEOPW CRA an Affidavit in compliance with Section 787.06(13),
Florida Statutes, attached and incorporated hereto as Attachment "A." If Licensee fails to comply
with the terms of this Section, the SEOPW CRA may suspend or terminate this Agreement
immediately, without prior notice, and in no event shall the SEOPW CRA be liable to Licensee
for any consequential or incidental damages.
[INTENTIONALLY LEFT BLANK]
[Signature and notary acknowledge pages to follow]
Page 12 of 18
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized as of the day and year above written.
"LICENSEE"
HOSPITALITY EMPLOYEES
ADVANCEMENT AND TRAINING, INC., a
Florida Not -For -Profit Corporation
By:
Print:
Title:
STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence or
❑ online notarization, this day of , 20 by , as
Authorized Representative of HOSPITALITY EMPLOYEES ADVANCEMENT AND
TRAINING, INC., a Florida Not -For -Profit Corporation, and such individual is ❑ personally known
to me or ❑ has produced as identification.
Notary Public, State of
Print Name:
Title:
Commission No.
(If any)
My Commission Expires:
Page 13 of 18
"SEOPW CRA"
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY, a public agency and body corporate
created pursuant to Section 163.356, Florida
Statutes
By:
James D. McQueen
Executive Director
APPROVED AS TO LEGAL SUFFICIENCY:
By:
Vincent T. Brown, Esq.
Staff Counsel
STATE OF FLORIDA
COUNTY OF MIAMI-DADE )
)
) SS:
The foregoing instrument was acknowledged before me by means of ❑ physical presence or
❑ online notarization, this day of , 20 by James D. McQueen, Executive
Director of the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate, created pursuant to Section
163.356, Florida Statutes, and such individual is ❑ personally known to me or ❑ has produced
as identification.
Notary Public, State of
Print Name:
Title:
Commission No.
(If any)
My Commission Expires:
Page 14 of 18
EXHIBIT "A"
SEOPW CRA "PROPERTY"
LEGAL DESCRIPTION
MIAMI NORTH PB B-41
N50FT LOT 1 & 2 BLK 14
LOT SIZE 50.000 X 100
OR 11668-2224 0183 5
THE MIAMI DIST BOARD OF CH
EXT OF THE METHODIST CH
OR 11099-2540 0481 5
Folio: 01-0101-040-1010
Address: 300 N.W. l lth Street and 1074 N.W. 1 lth Street, Miami, Florida 33136
Page 15 of 18
EXHIBIT "B"
SUBJECT AREA (SQ. FEET)
Page 16 of 18
OPAC BASEMENT LEVEL
HATCH KEY:
SUBJECT AREA-
(+/- 1,974 S.F.)
SHARED SPACE-
EXHIBIT "C"
INSURANCE REQUIREMENTS FOR SPECIAL EVENTS
A. COMMERCIAL GENERAL LIABILITY (CGL) with the minimum limits of One Million
Dollars ($1,000,000.00) for each occurrence, combined single limit for Bodily Injury
Liability and Property Damage Liability, with a general aggregate limit of Two Million
Dollars ($2,000,000.00). Coverage must be afforded on a primary and non-contributory
basis and with a coverage form no more restrictive than the latest edition of the
Comprehensive General Liability policy, without restrictive endorsements, as filed by the
Insurance Services Office, and must include:
1. Products and/or Completed Operations for contracts with an Aggregate Limit of One
Million Dollars ($1, 000, 000.00) per project.
2. Personal and Advertising Injury with an aggregate limit of One Million Dollars
($1, 000, 000).
3. Additional Endorsements:
Premises and Operations Liability
Contingent and Contractual Liability
4. Additional Insureds: The following must each be included as additional insureds on the
policy affording the aforementioned coverage for the amounts specified above, and each
must be issued certificates of insurances reflecting such coverage.
City of Miami
444 SW 2nd Avenue
Miami, Florida 33130
Attn: Risk Management
Southeast Overtown/Park West Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, Florida 33136
B. BUSINESS AUTOMOBILE LIABILITY with the minimum limits of Three Hundred
Thousand ($300,000.00) per occurrence combined single limit for Bodily Injury and Property
Damage Liability. Coverage must be afforded on a form no more restrictive than the latest
edition of the Business Automobile Liability policy, without restrictive endorsements, as filed
by the Insurance Services Office, and must include:
Page 17 of 18
1. Any Auto, Owned Autos, Scheduled Autos, including Hired, Borrowed or Non -Owned
Autos
2. Additional Insureds: The following must each be included as additional insureds on the
policy affording the aforementioned coverage for the amounts specified above, and each
must be issued certificates of insurances reflecting such coverage.
City of Miami
444 SW 2nd Avenue
Miami, Florida 33130
Attn: Risk Management
Southeast Overtown/Park West Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, Florida 33136
C. WORKER'S COMPENSATION (IF APPLICABLE) insurance for the payment of
compensation and other benefits in accordance with the Workers' Compensation Law,
Chapter 440, Florida Statutes, and all applicable federal laws, for the coverage of occupational
injury or disease suffered by Grantee's employees. Additionally, the policy(ies) must include
a waiver of subrogation.
D. HOST LIQUOR/LIQUOR LIABILITY (IF APPLICABLE) with the minimum limits of
One Million Dollars ($1,000,000.00) for each occurrence; with an Aggregate Limit of One
Million Dollars ($1, 000, 000.00).
E. CONDITIONS. The above policies shall provide the SEOPW CRA and 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. If the initial insurance expires prior to the
completion of the Work, renewal copies of policies shall be furnished at least thirty (30) days
prior to the date of their expiration. The required Certificates of Insurance referenced above
shall name the types of policies provided, refer specifically to this Contract, and state that
such insurance is as required by this Contract.
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.
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