HomeMy WebLinkAboutExhibitREVOCABLE LICENSE AGREEMENT
ISSUED BY THE CITY OF MIAMI
TO
SOUTHWEST SOCIAL SERVICES PROGRAM, INC
FOR THE USE OF A PORTION OF THE PROPERTY LOCATED AT
25 TAMIAMI BOULEVARD
MIAMI, FLORIDA
TABLE OF CONTENTS
8
.......................................................................................... 2
2.
Occupancy and Use Period......................................................................................................
2
3.
Continuous Duty to Operate....................................................................................................
2
4.
Interest Conferred By This Agreement....................................................................................
3
5.
Use Fee....................................................................................................................................
3
6.
Intentionally Left BIank...........................................................................................................
3
7.
Returned Check Fee.................................................................................................................
3
S.
Security Deposit.......................................................................................................................
4
9.
Use of Common Area..............................................................................................................
4
10.
Services and Utilities...........................................................................................................
4
11.
Condition of the Area...........................................................................................................
5
12.
Alterations, Additions or Replacements..............................................................................
5
13.
Mechanics' Liens.................................................................................................................
6
14.
City Access to Area..............................................................................................................
7
15.
Public Records.....................................................................................................................
7
16.
Indemnification and Hold Harmless....................................................................................
7
17.
Hazardous Materials............................................................................................................
8
18,
Radon Gas..........................................................................................................
9
19.
Insurance..............................................................................................................................
9
20.
Safety.................................................................................................................................
10
21.
American with Disabilities Act..........................................................................................
10
22.
No Liability.................................................................................................. ....
..................
11
23.
Taxes and Fees...................................................................................................................
11
24.
Cancellation by Licensee...................................................................................................
12
25.
Termination By City Manager For Cause.... ..... I .... I ....... I ...................................................
12
26.
This Revocable License Agreement is Revocable At Will ................................................
12
27.
Notices...............................................................................................................................13
8
28.
Advertising.........................................................................................................................
I 3
29.
Ownership of Improvements..............................................................................................
14
30.
Surrender of Area...............................................................................................................
14
31.
Severability and Savings Clause........................................................................................
15
32.
No Assigmnent or Transfer................................................................................................
15
33.
Nondiscrimination..............................................................................................................15
34.
No Discrimination in Hiring..............................................................................................
16
35.
Waiver of Jury Trial...........................................................................................................
16
36.
Non -waiver of Default.......................................................................................................
16
37.
Amendments and Modifications........................................................................................
17
38.
Compliance with All Applicable Laws .......................... ....
17
39.
Captions............................................................................................................................17
40.
Interpretation......................................................................................................................
17
41.
Conflict of Interest.............................................................................................................
18
42.
Entire Agreement...............................................................................................................
18
43.
Authority............................................................................................................................18
Exhibit A - Site Plan
Exhibit B -- Insurance Requirements
I"
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (the "Agreement") is made this day of
2018 ("Effective Date"), between the City of Miami (the "City") a municipal corporation of the
State of Florida and Southwest Social Services Program, Inc., a limited liability company
organized under the laws of the State of Florida (the "Licensee")
WHEREAS, the City is the owner of the real property, including the building located at
25 Tamiami Boulevard (the "Property"); and
WHEREAS, the City and the Licensee entered into twenty-year Revocable Permit (the
"Permit") on January 12, 1987 for use of approximately 5,455 square feet of space in the
northeasterly portion of Flagami Park to construct a building; and
WHEREAS, the City passed Resolution 93-123 on February 25, 1993 which authorized
the City Manager to expand Licensee's use area to include 20,719 square feet on Flagami Park;
and
WHEREAS, the Licensee has expressed interest in continuing to use the Property for
providing meals, as well as educational and recreational activities for the elderly; and
WHEREAS, the City and Licensee desire and intend to enter into this Revocable License
Agreement to allow Licensee's continued use of the Area; and
WHEREAS, the City and the Licensee are entering into a month-to-month Revocable
License Agreement (the "License") for use of approximately 20,719 square feet of space on
Flagami Park; and
WHEREAS, this Revocable License Agreement is not assignable; and
WHEREAS, this Agreement is revocable -at -will by the City and without the consent of
the Licensee; and
WHEREAS, this Agreement does not transfer an interest in real property including any
leasehold interest in real property owned by the City; and
WHEREAS, this Agreement does not confer a right to use any real property for any
general purposes; and
WHEREAS, this Agreement does not convey or transfer any right to exclude the City
from any real property; and
WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted
uses, and does not permit anything further;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereby agree as follows:
1. Purpose.
The City is the owner of the Property and it has detennined that approximately
20,719 square feet of space in the northeasterly portion of Flagaini Park of the Property (the
"Area") depicted as Exhibit A attached hereto and made a part hereof, is not needed at this time
by any of the City's offices or departments. The City has expressed its desire to assist the
Licensee in accomplishing its purpose and in furtherance thereof authorizes the Licensee to
occupy and use the Area under the conditions hereinafter set forth. The use of the Area is limited
to operate an elderly meals facility, to provide educational and recreational activities for the
elderly, and administrative offices thereof and is not to be used for any other purpose whatsoever
(the "Pennitted Use"). Any use of the Area not authorized under the Permitted Use must receive
the prior written consent of the City Manager. This consent can be withheld for any or no reason,
including, but not limited to additional financial consideration.
2. Occupancy and Use Period.
This Agreement is a month-to-month revocable license and shall commence on the
Effective Date and shall continue unless otherwise revoked as provided below:
(a) cancellation by Licensee; or
(b) revocation by the City.
3. Continuous Duty to Operate.
Except where the Area is rendered unusable by reason of fire or other casualty, Licensee
shall at all times during this Agreement, occupy the Area upon the Effective Date and shall
thereafter continuously conduct operations in the Area in accordance with the terms of this
Agreement.
2
4. Interest Conferred By This Agreement.
Licensee agrees that this Agreement has been issued by the City to authorize Licensee to
occupy the Area solely for the limited purpose of the Permitted Use and no other purpose. The
parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights
of Licensee hereunder are not those of a tenant but are a mere personal privilege to do certain
acts of a temporary character and to otherwise use the Area subject to the terms of this
Agreement. No leasehold interest in the Area is conferred upon Licensee under the provisions
hereof and Licensee does not and shall not claim at any time any leasehold estate or ownership
interest in the Area by virtue of this Agreement or its use of the Area hereunder. Additionally,
Licensee does not and shall not claim at any time any interest or estate of any kind or extent
whatsoever in the Area by virtue of any expenditure of funds by the Licensee for improvements,
construction, repairs, partitions, or alterations to the Area even if such improvements,
construction, repairs, partitions, or alterations are authorized by the City.
5. Use Fee.
In consideration of this Agreement, Licensee agrees to pay to the City as an annual Use
Fee in the amount of One Dollar ($1.00) on the Effective Date and each anniversary of the
Effective Date thereafter. Payments shall be made payable to the "City of Miami" and shall be
mailed to the "City of Miami, Department of Real Estate and Asset Management, 444 S.W. 2nd
Avenue, 3rd Floor, Miami, Florida 33130" Attention Lease Manager or such other address as
may be designated from time to time.
6. Intentionally Left Blank
7. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to
City a returned check fee (the "Returned Check Fee") based on the following schedule:
Returned Amount Returned Check Fee
$00.01 - 50.00 $20.00
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$50.01 - 300.00 $30.00
$300.01 - 500.00 $40.00
OVER $500 5% of the returned amount.
The Returned Check Fee shall constitute additional fees due and payable to the City by
Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of
Returned Check Fee by the City shall, in no event, constitute a waiver of Licensee's violations
with respect to such overdue amount nor prevent the City from the pursuit of any remedy to
which the City may otherwise be entitled.
8. Security Deposit.
Licensee shall not be required to deposit with the City any suis as guarantee for the full
and faithful performance by Licensee of all obligations of Licensee under this Agreement or in
connection with this Agreement.
9. Use of Common Area.
Licensee shall have the nonexclusive right (in common with other occupants of the
Property) to use the Common Areas of the Property identified as "Common Area" in Exhibit
"A", for the purposes intended, and shall comply with all federal, state, and City rules and
regulations which may be established from time to time.
10. Services and Utilities.
Licensee shall pay for all utilities, including but not limited to, electricity, gas, telephone,
garbage and sewage disposal used by Licensee during its occupancy of the Area, as well as all
costs for installation of any lines and equipment necessary. Licensee, at its sole cost, shall install
all utilities required for its use and install separate utility meters required thereby and shall be
billed directly by the applicable utility company for such services.
The City reserves the right to interrupt, curtail or suspend the provision of any utility
service, including but not limited to, equipment serving the Area, to which Licensee may be
entitled hereunder when necessary by reason of accident or emergency, or for repairs, alterations
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or improvements in the judgment of the City desirable or necessary to be made or due to
difficulty in obtaining supplies or labor or for any other 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. No diminution or abatement of fees
or other charges, nor damages, shall be claimed by Licensee by reason of the City's or other
individual's interruption, curtailment or suspension of a utility service, nor shall this Agreement
or any of Licensee's obligations hereunder be affected or reduced thereby.
11. Condition of the Area.
Licensee accepts the Area "as is", in its present condition and state of repair and without
any representation by or on behalf of the City, and agrees that the City shall, under no
circumstances, be liable for any latent, patent or other defects in the Area. Licensee, at its sole
cost, shall maintain the Area in good order and repair at all times and in an attractive, clean, safe
and sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible
for all repairs to the Area required or caused by Licensee's use of any part thereof.
Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and
expense in order to comply with all City, County, State and Federal code requirements for
Licensee's use or occupancy thereof.
12. Alterations, Additions or Replacements.
Except in the event of an emergency, Licensee shall not make any repair or alteration
required or permitted to be performed by Licensee unless and until Licensee shall have caused
plans and specifications therefore to be prepared, at Licensee's sole expense, by an architect or
other duly qualified person and shall have obtained City Manager's approval, which approval
may be conditioned or withheld for any or no reason whatsoever. The Licensee shall submit to
the City proof of funding and/or its financing plans along with the plans and specifications. The
Licensee shall be solely responsible for applying and acquiring all necessary permits, including
but not limited to, building pen -nits, The Licensee shall be responsible for all costs associated
5
with any alterations including, but not limited to, design, construction, installation, and
pennitting costs. All alterations to the Area, whether or not by or at the expense of the Licensee,
shall, unless otherwise provided by written agreement of the parties hereto, immediately upon
their completion become the property of the City and shall remain and be surrendered with the
Area. In the event of an emergency, Licensee may reasonably proceed to perform such repair
work and shall immediately notify the City of such work.
All alterations must comply with all statutes, Iaws, ordinances and regulations of the State
of Florida, Miami -Dade County, the City of Miami and any other agency that may have
jurisdiction over the Area as they presently exist and as they may be amended hereafter.
13. Mechanics' Liens.
The Licensee shall not knowingly suffer or permit any mechanics liens to be filed against
the title to the Property by reason of work, labor, services or materials supplied to the Licensee or
anyone having a right to possession of the Property as a result of an agreement with or without
the consent of the Licensee. 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 materialman for the performance of any labor or the furnishing of any
materials, for any specific work on the Property nor as giving the Licensee the right, power or the
City 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 City's interest in the Property if
any mechanics lien shall at any time be filed against the Property, the Licensee shall cause it to
be discharged of record within thirty (30) days after the date that it has notice of its filing.
Licensee shall not be required to pay or discharge any mechanics' lien within the thirty (30) day
period, so long as Licensee shall in good faith proceed to contest the lien by appropriate
proceedings. It shall furnish reasonably satisfactory evidence that funds are or will be available
to pay 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 with it. If Licensee does not 1)
cause a mechanics' lien to be discharged of record within thirty (30) days after the date Licensee
has notice of the filing of a lien or 2) Licensee does not in good faith proceed to contest the lien
h
by appropriate proceedings within the thirty (30) day period, then Licensee shall be in violation
of the Agreement.
14. City Access to Area.
The City and its authorized representative(s) shall at all tithes have access to the Area.
The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to
perform any obligations of Licensee hereunder which Licensee has failed to perform after written
notice thereof to Licensee, Licensee not having cured such matter within ten (10) calendar days
of such notice, (c) to assure Licensee's compliance with the terms and provisions of this
Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the Area, to
prospective purchasers or lessees or licensees, and (e) for other purposes as may be deemed
necessary by the City; provided, however, that the City shall make a diligent effort to provide at
least 24 -hours advance notice and Licensee shall have the right to have one or more of its
representatives or employees present during the time of any such entry. The City shall not be
liable for any loss, cost, or damage to the Licensee by reason of the exercise by the City of the
right of entry described herein for the purposes listed above. The making of periodic inspection
or the failure to do so shall not operate to impose upon the City any liability of any kind
whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under
this Agreement.
15. 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.
16. Indemnification and Hold Harmless
The Licensee shall indemnify, hold harmless and defend the City from and against any
and all claims, suits, actions, damages or causes of action of whatever nature arising during the
period of this Agreement, for any personal injury, loss of life or damage to property sustained in
or on the Area and common areas, by reason of or as a result of Licensee, its employees, agents,
7
contractors, subcontractors or officials use or operations thereon, and from and against any
orders, judgments or decrees which may be entered thereon, and from and against all costs,
attorney's fees, expenses and liabilities incurred in and about the defense of any such claims and
the investigation thereof; even if the claims, costs, liabilities, suits, actions, darnages or causes of
action arise from the negligence or alleged negligence of the City, including any of its employees,
agents, contractors, subcontractors or officials.
17. Hazardous Materials
The Licensee shall, at its sole cost and expense, at all times and in all respects comply
with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies,
orders, administrative actions and administrative orders ("Hazardous Materials Laws"),
including, without limitation, any Hazardous Material Laws relating to industrial hygiene,
environmental protection or the use, storage, disposal or transportation of any flammable
explosives, toxic substances or other hazardous, contaminated or polluting materials, substances
or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes",
"Hazardous Materials" or "Toxic Substances, under any such laws, ordinances or regulations
(collectively "Hazardous Materials"). The Licensee shall, at its sole cost and expense, procure,
maintain in effect, and comply with all conditions of any and all permits, licenses and other
governmental and regulatory approvals relating to the presence of Hazardous Materials within,
on, under or about the Area required for the Licensee's use, or storage of, any Hazardous
Materials in or about the Area in conformity with all applicable Hazardous Materials Laws and
prudent industry practices regarding management of such Hazardous Materials. Upon
termination or expiration of this Agreement, the Licensee shall, at its sole cost and expense,
cause all Hazardous Materials, including their storage devices, placed in or about the Area by the
Licensee or at the Licensee's direction, to be removed from the Area and transported for use,
storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws.
The City acknowledges that it is not the intent of this Section to prohibit the Licensee from
operating in the Area for the uses described in the Section of this Agreement entitled "Purpose".
The Licensee may operate according to the custom of the industry so long as the use or presence
of Hazardous Materials is strictly and properly monitored according to, and in compliance with,
H.
all applicable governmental requirements. The requirements of this Section of the Agreement
shall survive the expiration or termination of this Agreement.
18. 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.
19. Insurance
A. Licensee, at its sole cost, shall obtain and maintain in full force and effect
at all times throughout the period of this Agreement, insurance requirements in
accordance to the attached insurance exhibit. The City of Miami, Division of Risk
Management, reserves the right to reasonably amend the insurance requirements
by the issuance of a notice in writing to Licensee. The Licensee shall provide any
other insurance or security reasonably required by the City.
B. The policy or policies of insurance required shall be so written that the policy or
policies may not be canceled or materially changed without thirty (30) days
advance written notice to the City. Said notice should be delivered to the City of
Miami, Division of Risk Management, 444 SW 2 Avenue, 9"' Floor, Miami,
Florida 33130, with copy to the City of Miami, Department of Department of Real
Estate and Asset Management 444 SW 2nd Avenue, 3"' Floor, Miami, Florida
33130, or such other address that may be designated from time to time.
C. A current Evidence and Policy of Insurance evidencing the aforesaid required
insurance coverage shall be supplied to the Department of Real Estate and Asset
Management at the commencement of the term of this Agreement and a new
Evidence and Policy shall be supplied at least twenty (20) days prior to the
expiration of each such policy. Insurance policies required above shall be issued,
by companies authorized to do business under the laws of the State of Florida,
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with the following qualifications as to management and financial strength: the
company should be rated "A-" as to management, and no less than class " W as to
financial strength, in accordance with the latest edition of Best's Key Rating
Guide, or the company holds a valid Florida Certificate of Authority issued by the
State of Florida, Department of Insurance, and is a member of the Florida
Guarantee Fund. Receipt of any documentation of insurance by the City or by any
of its representatives, which indicates less coverage than required, does not
constitute a waiver of the Licensee's obligation to fulfill the insurance
requirements herein.
In the event Licensee shall fail to procure and place such insurance, the
City may, but shall not be obligated to, procure and place same, in which event the
amount of the premium paid shall be paid by Licensee to the City as an additional
fee upon demand and shall in each instance be collectible on the first day of the
month or any subsequent month following the date of payment by the City.
Licensee's failure to procure insurance shall in no way release Licensee from its
obligations and responsibilities as provided herein.
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, non-
occurrence, or result of such inspection(s). Upon occupancy of the Area, Licensee shall contact
the Risk Management Department at (305) 416-1700 to schedule the inspection(s).
21. American with Disabilities Act
Licensee shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of utilizing the Area including Titles I and II of the ADA
10
(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.
22. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the
property, improvements, and/or equipment belonging to or rented by Licensee, its officers,
agents, employees, contractors, subcontractors, 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, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from
hurricane or any act of God or any act of negligence of any user of the facilities or occupants of
the Area or any person whomsoever whether such damage or injury results from conditions
arising upon the Area or from other sources. Licensee indemnifies the City its officers, agents
and employees from and against any and all such claims even if the claims, costs, liabilities,
suits, actions, damages or causes of action arise from the negligence or alleged negligence of
the City, including any of its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the
privilege to utilize and occupy the Area, Licensee, on behalf of himself, his agents, invitees or
patrons, employees, contractors, and subcontractors, does hereby release from any legal liability
the City, its officers, agents and employees, from any and all claims for injury, death or property
damage resulting from Licensee's use of the Area. Licensee assumes all risk of loss resulting
from the use of the Area.
23. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or cost is added for nonpayment, any
and all charges, fees, taxes or assessments levied against the Area, or against any occupancy
interest or personal property of any kind, owned by or placed in, upon or about the Area by
Licensee, including, but not limited to, ad valorem taxes, fire fees, and parking surcharges. In the
11
event Licensee appeals a tax or fee, Licensee shall immediately notify the City of its intention to
appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and
substantial surety company reasonably acceptable to the City or other security reasonably
satisfactory to the City in an amount sufficient to pay one hundred percent (100%) of the
contested tax together with all interest, costs and expenses, including reasonable attorneys' fees,
expected to be incurred. Licensee shall pay all of the said taxes, if any, lawfully assessed on such
dates before delinquency. In the event Licensee fails to pay the real property taxes by April 1 sc of
each year, Licensee shall be responsible to pay any interest and/or penalties charged by the tax
assessor's office. Failure of Licensee to such charges, fees, taxes or assessments when due shall
constitute a violation of this Agreement.
24. Cancellation by Licensee.
Licensee may cancel this Agreement at any time by giving thirty (30) days written notice
to the City prior to the effective date of the cancellation.
25. Termination By City Manager For Cause.
If, at the sole and complete discretion of the City Manager, Licensee in any manner
violates the restrictions 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, and upon failure of Licensee to do so after such written notice within
said ten (10) day period, this Agreement shall be automatically canceled without the need for
further action by the City.
26. This Revocable License Agreement is Revocable At Will.
This Agreement extended to the Licensee is revocable at will by the City Manager and
without the consent of the Licensee. The City Manager may revoke or cancel this Agreement at
any time by giving thirty (30) days written notice to the Licensee prior to the effective date of the
cancellation. The Licensee shall have no recourse from such cancellation.
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27. Notices.
All notices or other communications which may be given pursuant to this Agreement
shall be in writing and shall be deemed properly served if delivered by personal service or by
certified mail addressed to City and Licensee at the address indicated herein or as the same may
be changed from time to time. Such notice shall be deemed given on the day on which
personally served; or if by certified mail, on the fifth day after being posted or the date of actual
receipt, whichever is earlier:
CITY OF MIAMI
City of Miami
City Manager
3500 Pan American Drive
Miami, FL 33133
WITH A COPY TO
T TPPKT4ZP
FresTdent.
Southwest Social Services Program, Inc.
25 Tamiami Boulevard
Miami, FL 33144
City of Miami
Director Depart. of Real Estate and Asset Management
444 SW 2nd Avenue, Suite 325
Miami, FL 33130
and
City of Miami
Office of the City Attorney
444 SW 2nd Ave., 9"' Floor
Miami, FL 33130
28. Advertising.
Licensee shall not permit any signs, decoration, or advertising matter to be placed upon
the exterior of the Area without having first obtained the approval of the Director of the
Department of Real Estate and Asset Management or his/her designee, which approval may be
withheld for any or no reason, at his sole discretion. Licensee must further obtain approval from
all governmental authorities having jurisdiction, and must comply with all applicable
requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation
of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration,
advertising matter or other thing permitted hereunder from the Area. If any part of the Area is in
any way damaged by the removal of such items, said damage shall be repaired by Licensee at its
13
sole cost and expense. Should Licensee fail to repair any damage caused to the Area within ten
(10) days after receipt of written notice from the City directing the required repairs, the City shall
cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay the
City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost
of such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or
place upon the Area an appropriate sign indicating the City's has issued this Agreement.
29. Ownership of Improvements.
As of the Effective Date and throughout the use period, title to the Area and all
improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to
the Area, whether or not by or at the expense of Licensee, shall, unless otherwise provided by
written agreement, immediately upon their completion become the property of the City and shall
remain and be surrendered with the Area.
30. Surrender of Area.
In either event of cancellation pursuant to Sections 24, 25 or 26 herein, Licensee shall
peacefully surrender the Area broom clean and in good condition and repair together with all
alterations, installation, additions and improvements which may have been made in or attached
on or to the Area. Upon surrender, Licensee shall promptly remove all of its personal property,
all construction materials, all equipment, and Licensee shall repair any damage to the Area
caused thereby. Should Licensee fail to repair any damage caused to the Area within ten (10)
days after receipt of written notice from the City directing the required repairs, the City shall
cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay to the
City the full cost of such repairs within five (5) calendar days of receipt of an invoice indicating
the cost of such required repairs. At the City's option, the City may require Licensee, at
Licensee's sole cost and expense, to restore the Area to a condition acceptable to the City.
In the event Licensee fails to remove its personal property and equipment from the Area
within the time limit set by the notice, said property shall be deemed abandoned and thereupon
shall become the sole personal property of the City. The City, at its sole discretion and without
14
liability, may remove and/or dispose of same as the City sees fit, all at Licensee's sole cost and
expense.
31. Severability and Savings Clause.
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 detennined by a court of competent jurisdiction to have created a lease rather than a license,
then such provision shall be stricken and, to the fullest extent possible, the remaining provisions
of this Agreement shall not be affected thereby and shall continue to operate and remain in full
force and effect.
With regard to those provisions which do not affect the parties intent for this Agreement
constitute a license, should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to
conform with such laws, or if not modifiable, then same shall be deemed severable, and in either
event, the remaining terms and provisions of this Agreement shall remain unmodified and in full
force and effect or limitation of its use.
32. No Assignment or Transfer.
The Licensee may not assign or transfer this Agreement or any portion of any privilege of
occupancy and/or use granted by this Agreement.
33. Nondiscrimination.
Licensee shall not discriminate as to race, color, religion, sex, national origin, age,
disability, or marital status in connection with its occupancy and/or use of the Area and
improvements thereon.
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34. No Discrimination in Hiring.
In the perfornance of this Agreement or any extension thereof, Licensee and/or its
authorized agents shall not discriminate against any employee or applicant for employment
because of sex, age, race, color, religion, ancestry or national origin. Licensee and/or its
authorized agents will take affirmative action to insure that minority applicants are employed and
that employees are fairly treated during employment without regard to their sex, age, race, color,
religion, ancestry, or national origin. 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.
35. Waiver of Jury Trial.
The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right
either may have to a trial by jury in respect of any action, proceeding or counterclaim based on
this Agreement, or arising out of, under or in connection with this Agreement or any amendment
or modification of this Agreement, or any other agreement executed by and between the parties
in connection with this Agreement, or any course of conduct, course of dealing, statements
(whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a
material inducement for the City and Licensee entering into the subject transaction.
36. Non -waiver of Default.
Any failure by the City at any time or from time to time to enforce and require the strict
keeping and performance of any of the terns or conditions of this Agreement shall not constitute
a waiver of any such terns or conditions at any future time and shall not prevent the City from
insisting on the strict keeping and performance of such terms or conditions at any later time. No
waiver of any right hereunder shall be effective unless in writing and signed by the City.
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37. Amendments and Modifications.
No amendments or modifications to this Agreement shall be binding on either party
unless in writing, approved as to form and correctness by the City Attorney, and signed by both
parties. The City Manager is authorized to amend or modify this Agreement as needed.
38. Compliance with All Applicable Laws.
The 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 the Licensee shall comply therewith as the same presently exist
and as they may be amended hereafter. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida regardless of any conflict of law or other rules,
which would require the application of the laws of another jurisdiction. Venue for any legal
proceeding shall be in Miami -Dade County.
39. Captions.
Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
40. Interpretation.
This Agreement is the result of negotiations between the parties and has been
typed/printed by one party for the convenience of both parties. Should the provisions of this
Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body
interpreting or construing the same shall not apply the assumption that the terns hereof shall be
more strictly construed against one party by reason of the rule of construction that an instrument
is to be construed more strictly against the party which itself or through its agents prepared same,
it being agreed that the agents of both parties have equally participated in the preparation of this
Agreement.
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41. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code
Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of
the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all
respects with the terms of said laws and any future amendments thereto. Licensee covenants that
no person or entity under its employ, presently exercising any functions or responsibilities in
connection with this Agreement, has any personal financial interests, direct or indirect, with the
City.
Licensee further covenants that, in the performance of this Agreement, no person or entity
having such conflicting interest shall be utilized in respect to services provided hereunder. Any
such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities
must be disclosed in writing to the City.
42. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the parties
hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date.
Any prior agreements, promises, negotiations, or representations not expressly set forth in this
Agreement is of no force or effect.
43. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day
and year first above written.
ATTEST:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
By:
Todd B. Hannon
City Clerk
City Manager
APPROVED AS TO INSURANCE
APPROVED AS TO FORM AND
REQUIREMENTS:
CORRECTNESS:
By:
By:
Ann -Marie Sharpe, Administrator
Victoria Mendez
Department of Risk Management
City Attorney
LICENSEE:
WITNESS:
Southwest Social Services Program, Inc.
nonprofit corporation under the laws of the
State of Florida
By:
By:
Signature
Signature - Officer
Print Name
Print Name
By:
Signature
Print Name
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EXHIBIT A
Site Plan
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EXHIBIT A
LEGAL DESCRIPTION
A portion of Lot "B", Block 3 of FLAGAMI IST
ADDITION, as recorded in Plat Book 17 at Page
66 of the Public Records of Made County,
Florida, being more particularly described as
follows:
Begin at the NE Corner of said Lot "B" thence
South along the East property line of said
Lot "B" 207.0 feet; thence West 70.0 feet;
thence North 27.0+ feet; thence West 26+
feet; thence North 130.0 feet to the South-
easterly Right-of-way line of Tamiami Blvd.;
thence Northeasterly along said Right -of -Way
line of Tamiami Blvd. 149.8+ feet to the
Point of Beginning.
TE PLAN
MY -
(Lti'arUigs `
�illfiUr;
DRA4 74 Yl OR DEPARTMENT OF PUBLIC WORKS J013,6-//06_
CK. /�/C�',tifQ,� THE CITY OF MIAMI, FLORIDA FLA6AMI
p FINE CP /?$
DATE/- G- /fS/ ISCALE /-- 40' SHEET / OF l
EXHIBIT B
Insurance Requirements
INSURANCE REQUIREMENTS -SOUTHWEST SOCIAL SERVICES
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
Personal and Adv. Injury $ 1,000,000
Products/Completed Operations $ 1,000,000
B. Endorsements Required
City of Miami listed as additional insured
Primary Insurance Clause
Contingent & Contractual Liability
Premises and Operations Liability
II. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 500,000
B. Endorsements Required
City of Miami listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
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
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IV. Professional/E&O Liability (IF APPLICABLE)
Each Occurrence $1,000,000
Policy Aggregate $1,000,000
V. Business Personal Property
Commercial Property Insurance covering the fixtures, equipment, inventory or contents,
improvements, and betterments owned by Licensee. The property policy 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, including debris removal,
windstorm, hail and flood, and business interruption including extra expense coverage
written on an actual loss sustained basis, if available, along with sprinkler leakage, if
applicable. The policy should be written on a replacement cost basis, and list the City listed
as loss payees.
The above policies shall provide the City of Miami with written notice of cancellation or material change
from the insurer in accordance to policy provisions.
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all
insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial
Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by
Risk Management prior to insurance approval.
The City reserves the right to request a certified copy of the insurance policy including all endorsements. In
addition, the City must be provided with all applicable additional insured endorsements as noted in the insurance
exhibit, which must be attached to each of the corresponding certificates of insurance.
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