HomeMy WebLinkAboutExhibitAMENDMENT NO. 1
MONTH-TO-MONTH REVOCABLE LICENSE AGREEMENT BETWEEN THE CITY
OF MIAMI AND MIAMI BRIDGE YOUTH AND FAMILY SERVICES, INC. FOR USE
OF THE PROPERTY LOCATED AT 2810, 2910, & 2016 NW SOUTH RIVER DRIVE,
MIAMI, FLORIDA
This Amendment No. 1 (the "Amendment") to the Revocable License Agreement (the
"Agreement") is entered into this day of , 2019 (Amendment Effective
Date), by and between the City of Miami, a municipal corporation of the State of Florida
(hereinafter the "City" or "Licensor"), and Miami Bridge Youth and Family Services, Inc., a
Florida not for profit corporation (hereinafter "Miami Bridge" or "Licensee") for the purpose of
amending that certain Agreement between the Licensor and Licensee dated October 7, 2010; and
WHEREAS, the City and Miami Bridge ("the Parties") entered into the Agreement for use
of City -owned Property located at 2916 NW South River Drive and the state-owned lands located
at 2810 NW South River Drive and 2910 NW South River Drive, Miami, Florida (collectively the
"Property"); and
WHEREAS, the Licensee's primary mission acts as a 24-hour/7-day a week emergency
youth shelter for minor children ages ten (10) to seventeen (17), who are in crisis, removed from
their homes or on the streets, ungovernable, truants, chronic runaways, awaiting court disposition
and/or long-term placement and additionally provide non-residential family crisis intervention
counseling; and
WHEREAS, the Initial Term commenced on October 7, 2010 and was for seven (7) years
with the option to renew for two (2) additional five-year Terms at the City's discretion for a
maximum period of seventeen (17) years or until the first to occur of the following:
a) Cancellation pursuant to Section 23 of the Agreement; or
b) Automatic Termination with cause subject to the notice provisions of Section 24 of the
Agreement; or
c) Automatic Termination subject to the notice provisions of Section 24 of the Agreement
should Licensee not maintain an active status as a 501(c)(3) not for profit corporation; and
WHEREAS, the City and Licensee wish to remove any and all fix terms, therefore making
the Revocable License Agreement term Month to Month; and
WHEREAS, the Use Fee of this Agreement is Five Hundred Fifty-one Dollars and
Twenty Five cents ($551.25) per month; and
WHEREAS, the Licensor and Licensee desire to amend the Monthly Use Fee from Five
Hundred Fifty-one Dollars and Twenty Five cents ($551.25) to One Hundred Dollars and Zero
cents ($100.00) due annually each and every June 1 st in order to fund capital improvements of the
Property; and
WHEREAS, Licensee will establish a Capital Reserve account to fund future Capital
Improvements to the Property ("Reserve Account") and
WHEREAS, the Licensee will submit a quarterly report (the "Report") with certain details
regarding capital expenditures; and
WHEREAS, the Licensee will track Capital Improvements and submit a Report each
quarter to the Department of Real Estate and Asset Management which states the following; capital
expenditures, proof of invoices and payments regarding all capital expenditures used for capital
improvements during each quarter, Reserve Account balance, which must reconcile with stated
capital expenditures for each quarter directly from the bank in which the Reserve Account is
located and said expenditures will net zero and balance against current Reserve Account balance
as submitted each quarter; and
WHEREAS, the Reserve Account shall be used for the sole purpose of maintaining and
upgrading the Property as needed.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and such
other valuable consideration, the parties hereby covenant and agree as follows:
1. Section 5 entitled "Occupancy and Term" is amended in its entirety and replaced as
follows:
The terms and conditions set herein this Amendment shall inaugurate on the
Amendment Effective Date and the Term of the Agreement shall remain on a month-to-
month basis or until the following occur:
a) Cancellation pursuant to Section 23 herein; or
b) Pursuant to Section 24 Automatic Termination by City Manager for Cause.
2. Section 7 entitled "Fees" is amended in its entirety and renamed as follows:
Section 7 is hereby titled "Annual Use Fee and Reporting".
3. Section 7 (A.) is hereby amended as follows:
Section 7 (A) is hereby titled Annual Use Fee, Reporting and reads as follows;
Commencing on the Amendment Effective Date, the Annual Use Fee for the use of the
Property shall be One Hundred Dollars and Zero cents ($100.00), due annually each and
every June 1 st. Additionally, commencing on the Amendment Effective Date the Licensee
shall begin to deposit Six Hundred Dollars ($600.00) a month, equal to a total of Seven
Thousand Two Hundred Dollars ($7,200.00) per calendar year, into the Reserve Funds for
Capital Improvements to be used for maintaining and upgrading the subject Property.
Licensee will track Capital Improvements and submit a Report each quarter to the
Department of Real Estate and Asset Management which states the following; capital
expenditures, proof of invoices and payments regarding all capital expenditures used for
capital improvements during each quarter, Reserve Account balance, which must reconcile
with stated capital expenditures for each quarter directly from the bank and or institution
in which the Reserve Account is located and said expenditures will net zero and balance
against current Reserve Account balance as submitted each quarter and notification is to
be provided to the Department of Real Estate and Asset Management if said account
switches banks, or placement of deposit(s) regardless of entity.
4. Section 7(B) entitled "Manner of Payment" is amended in its entirety and replaced as follows:
Commencing on the Amendment Effective Date the Licensee shall begin payment to the
City the Annual Use Fee, plus State of Florida Use Tax, if applicable, for the use of the
Property and shall send said payment to the following address:
City of Miami
Department of Real Estate and Asset Management
444 SW 2 Avenue, 3rd Floor
Miami, Florida 33130
Additionally, commencing on the Amendment Effective Date, and on the first day of every
month thereafter, Licensee shall deposit into the Reserve Fund Account for Capital
Improvements Six Hundred Dollars and Zero cents ($600.00) to be used for maintaining
and upgrading the subject Property.
5. Section 7 (D) is added as follows, titled "Reserve Funds for Capital Improvements
Redistribution to City"
Licensee agrees that if the Revocable License Agreement is terminated for any cause by
City or Licensee for any reason whatsoever, said Reserve Funds shall be immediately be
transferred to the City (via DREAM) upon cancellation or termination of the Agreement
within 30 days of cancellation or revocation by either party. Cancellation or revocation of
this Agreement by either party is detailed in Sections 23. and 24. of the Revocable License
Agreement.
6. Section 15 "Alterations, Additions or Replacements" is amended as follows:
Licensee shall not make or permit to be made any construction, repairs, alterations,
additions, partitions or changes to the Property (hereinafter collectively called
"Alterations") unless the detailed plans and specifications or the proposed Alterations:
(A) Are first submitted to the Director of DREAM for presentation, review and approval
by all departments and offices of the City with jurisdiction thereof, and
(B) Are approved by the City Manager which approval shall not be unreasonably delayed
or denied; and
(C) Are in compliance with all statutes, laws, ordinances and regulations of the State,
Dade County, the City and any other agency that may have jurisdiction over the Property
as they presently exist and as they may be amended hereafter. Licensee also hereby agrees
to pay for and obtain the necessary and applicable permits in compliance with all State,
Dade County and City laws, rules and regulations in connection with any Alterations made
by Licensee to the Property; and
(D) Upon completion of any Alterations, the paid invoices, receipts, canceled checks
and other such documents shall be submitted to the Licensor and shall be incorporated
herein and attached hereto as part of the reporting requirements to the Reserve Fund.
Licensee shall have the right to remove any movable personal property that it places in
or on the Property. All Alterations must be in conformance with the provisions of Section
6.2. If any part of the Property is in any way damaged by the removal of such items, said
damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to
repair any damage caused to the Property within thirty (30) days after receipt of written
notice from Licensor directing the required repairs, Licensor shall cause the Property to be
repaired at the sole cost and expense of Licensee. Licensee shall pay Licensor the full cost
of such repairs within thirty (30) days of receipt of an invoice(s) indicating the cost of such
required repairs. Failure to pay such invoice(s) shall constitute a default of this Agreement
as provided in Section 23. Notwithstanding the above, this Agreement may be terminated
as provided in Section 23 and or Section 24. due to Licensee's failure to repair the Property
as directed without the necessity of Licensor repairing the Property.
Except as specifically provided herein, all of the terms and provisions of the Agreement
shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and
year first above written.
ATTEST:
Todd B. Hannon
City Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
Victoria Mendez
City Attorney
ATTEST:
Signature
LICENSOR:
CITY OF MIAMI, a municipal corporation
of the State of Florida
Emilio T. Gonzalez, Ph.D.
City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe
Risk Management Director
LICENSEE:
Miami Bridge Youth and Family Services,
Inc., a Florida not for profit corporation
Signature
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