Dade Heritage Trust, Inc. Historical Background Information
Historic preservation was still in its infancy in 1972 when Dade Heritage Trust was founded. The National Trust for Historic Preservation had been chartered by Congress in 1949 as a grass roots organization to save America's historic places but its influence was not felt in Florida until years later. The National Historic Preservation Act (NHPA) of 1966 established a national policy regarding the preservation of the nation's historic places and artifacts and its influence slowly began to spread across the states. In the words ofthe Act, the Federal Govel11mentls role would be to ttprovide leadership II for preservation, "contribute to" and "give maximum encouragement II to preservation, and "foster conditions under which our modem society and our prehistoric and historic resources can exist in productive ha1111ony. II Indeed, an underlying motivation in passage of the Act was to transfo1111 the Federal Gove11unent from an agent of indifference, frequently responsible for needless loss of historic resources, to a facilitator, an agent of thoughtful change, and a responsible steward for future generations.
The first preservation effort in Miami-Dade County was, ironically, carried out by Dr. James Jackson, when he chose to move his 1905 office and surgery building to a new location in 1917 rather than have it demolished by the site's new owner. The second effort was the saving ofthe 1844 Fort Dallas ·Barracks by the Daughters of the American Revolution and the Miami Woman's Club, who supported the dismantling of the coral rock structure at its downtown site and its reassembly in LUlID11US Park in 1925.
That same year, 1966, saw the birth of a local grassroots 1110vement to save the iconic 1926 Douglas Entrance or the Puerto del Sol, in Coral Gables, from being demolished to make room for a supermarket. A group of design professionals, led by architect J ames Deen~ f011ned a corporation and purchased the structure to save and restore it and create a design center. Some of the wives of the stockholders then fon11ed an auxiliary organization to help with the restoration. And thus the Villagers was bom. When the future of the Entrance was secure, the group then tumed their attention to other historic sites such as the Biltmore Hotel and Vizcaya. They also realized that there was a bigger need than their small group could handle and they considered initiating a statewide organization for historic preservation. However~ at that time, the State Historic Preservation Officer advised them that the state was not ready and to get experience with a county"wide organization first. And so, Dade Heritage Trust was founded to be a c0U11ty~wide, membership"based nonprofit, open to all who had an interest in the mission to save hi8tol1o resources.
A core gl'OUp~ which included Sallye Jude, Dolly MacIntyre, Sam Boldrick, Margaret Kunz, and others, began meeting in each others' homes and building the organization. The first step v,ras to do a survey to determine just what historic places existed, followed by the creation of legal protection for sites worthy of preservation in the form of a county preservation ordinance.
As the mid 1970s rolled around, the nation was awash in BicentelU1ia1 fever, Miami included. To commemorate the occasion, the City acquired the 1905 Dr. Jackson's 'Office and Surgery and gave it to DHT under a 10ng-ter111 lease agreement to serve as its headquarters. and to operate as a historic preservation resource center. With funding from conununity development block grants, the restoration was undertaken. The following year, Miami's oldest residence, the Wagner Homestead of 1858, was acquired, to be relocated from its original site which had became part of Metrorail. Members rolled up their sleeves and removed later additions to the wooden vemacular cottage and prepared it for 1110vement to Lummus Park to join the Fort Dallas Barracks where it stands today.
Over the years, DHT originated and implemented ammal awards for outstanding preservation projects and individuals in the field, an ammal magazine called Preservation Today, a program for accepting preservation easements, the annual Dade Heritage Days two-month celebration of our heritage, the ammal ten most endangered sites list and art and photography competitions for students. Numerous conferences were plaluled and hosted, inoluding a oultural tourism seminar, workshops on restoration, economic benefits of historic preservation, and Miami Modern architecture.
Dade Heritage Trust was instrumental in the recovery of historic sites damaged by Hurricane Andrew as it administered ftll1ds dedicated for that purpose. It was involved in the restoration of old Miami High, the Dice House, the Hubbard-Alvarez Bungalow and the Cape Florida Lighthouse. Historic designation was obtained for the Miami Marine Stadium and the Friends of the Marine Stadium established to pursue restoration. The Miami Circle and the Freedom Tower were subjects of intense efforts to preserve them. General obligation bond funds were obtained for preservation projects across the County and a revolving fund has been used to preserve special places. The African-American Committee focused on the historic Hampton House and the Cemetery Committee initiated a major restoration project at the Miami City Cemetery.
Some projects failed such as the attempted move of the coral rock Brown House which fell off the moving truck all over Rickenbacker Causeway and the Miami Herald which fell to political and development pressure.
The year 2016 ushered in a new begilming for Dade Heritage Trust with the hiring of Executive Director, Christine Rupp, who brings creativity, determination and "Energizer Bunny" energy with her. Under her guidance, out headquarters building has been repaired and refreshed and is now an official heritage tourism visitor welcome center. She has instituted new programming, including walking and biking tours of the neighborhood, Everglades tours for school children and frequent exhibits of art and photography which celebrate our architectural and cultural heritage.
The future promises to keep us on our toes as we deal with the ongoing challenges of saving historic places and the memories they engender, from the crush of economic pressure for constant growth. Climate change and sea level rise pose yet another challenge, forcing us to rethink how and where we build and how we preserve those special places already built, often at the edge of the sea. Dade Heritage Trust is ready for the challenge. Happenings at Dade Heritage Trust
November 2015 - present:
• Dade Heritage Trust is designated as an Official Visitors Center by the GMCVB. • Dade Heritage Trust co-sponsors Taste of Historic Downtown Miami. • Dade Heritage Trust is awarded grant by Everglades Foundation to provide school tours. • Dade Heritage Trust presents new tour program featuring weekly Saturday morning Brickell Avenue walking tours and monthly Miami bike tours, focusing on Miami's architectural, environmental and cultural heritage. • Dade Heritage Trust presented these exhibits: o Miami Medicine: An early Miami medical office interpreted o Office Evolution: The History of the Office of Dr. James Jackson and Dade Heritage Trust o Lemon City/Little Haiti o FIND YOUR PARK! Celebrating the lOath Anniversary of the National Park Service o (this is the 2016 theme of Dade Heritage Trust's Annual Student Art and Photography Contest)
Upcoming programs:
Exhibits: • Stiltsville: Life on the Flats (June 9 - October 14) • The Villagers: Showcasing Miami's Historic Homes and Gardens (October 18 - February 28) .. Rollin' on the River: The Mighty Miami and her Tributaries (March 1- May 15) (thi~ is the 2017 theme of Dade Heritage Trust's Annual Student Art and Photography Contest) • Miami Pioneer Families (June 1- September 30)
Other: • Visitors Center offerings continue. • Walking and Bike Tours continue . .-School tours of Dade Heritage Trust headquarters are offered to public and private schools. • Expanded tour program of historic sites in Miami is developed. • Children's one day camps and Spring Break camps are offered. • Advocacy efforts continue with partnerships with National Trust for Historic Preservation and various community groups ..
RSVOCAOUS LICENSE AGHEEMENT
This Revocable License Agreement (1I,L\gl'eement}l) Is made this itL day of -- ._~~__ , 2))n~~f>/ti- by and between the City of Miami a municipal corporation of
ll the State of Florida (IIClty") and Dade Heritage Trust} Inc. (IIUcensee ), a non~profit cOl"poratlon Incorporated under the laws ofthe State of Florida.
RECITALS
ll WHEREAS, the City and Licensee (lithe Partles ) desire and intend to enter Into a Revocable License Agreement for the use of City-owned property located at 190 SE 12th Terrace, Miami} Florida (IiProperty?!), also known as Dr. Jackson's Office; ,and WHEREAS} the Property was originally the doctor}s office and surgery facilIty of Dr. James M. Jackson} Miami pioneer, and is listed in the national register as a historic landmarki and WHREAS, the property Is designated as a Historic Resource! Site by the City of Miami; and WHER.EAS! the Licensee's organizational purpose Is to promote historic preservation within the City of Miami and the widEll' Miami-Dade County COI1i!'Ylunlty; and WHEREAS, Licensee has expressed Its lnte.rest In utilizing this City-owned property for Its uses; and WHEREAS} this Revocable License Agreement is hOt assignable or otherwise transferablei and
WHEREAS, this Agreement Isrevocable~at~wHI bV th·e City Manager and wlth'out the consent of-tile-Licensee; and I ..I WHEREAS} this Agreement does not transfer an Interest In real property Including any . . - .. . --. .._-" ~---. leasehold intel'est In real property owned by the City; and , WHERE·AS, th'ls Agreement does not confer a right to use any real property for any
g~neral purposes; and
1 Revoo~ ble Lioe)\se AgI'eement issued by th~ City ofMlatni ·to Dade Herltug(;l Tnlsl, Ino.
conci itlonlng systems and -equlplI'1ent set'vlng the Property, to which Licensee may, be entitled
hereunder, when necessary by reason of accident OJ' emergency, or for repairs, alterations or Improvements In the Judgment of City desirable or necessary to be made or due to difficulty In
obtaining supplie~ or .labor or for any other cause beyond the reasonEible control of the City,
The work o'f such repairs, aitertltlol1S 01' improvements shall be prosecuted with reasonable diligence, The City shall In no respect be liable for any failure of the utility companies or governmental authorlties to supply utility service to LIcensee or 'for any limitation of supplV resulting from governmental orders or directives. Licensee shall not claim aJiy damages by
reason of the City's or oth'er Individual's interruption, curtailment 01' susp(~nslon of a utility service, nor shall the Revocable License Dr any of Licensee's obllgatlons hereunder be affected or reduced thereby.
13. Reporting Requirements.
Licensee shall prepare, or cause to be prepared, the following reports and documents
identified In Paragraph sub~sectlons ,AI Band C below and submit them to the Director of the Department of Public Facilities, Asset Management Division, City of Miami, 444 SW 2nd Avenue, 3rcl Floor, Miami, FL 33130 by the timeframe~ Identified below and detall.ed In Exhibit 118" attached hereto and Incorporated herein by reference.
A.Fli1illl1clals.
Within one hundred twenty (120) days after the end of Its fiscal year, Licensee shall '} • deliver 01' caUSe to be delivered to the CI'ty of MiamI's DIrector, Department of Public Facilities,
tin audited financial statement whlcb Includes, among other things, Information 011 the Licensee's business operations forthe fiscal year, Including the following:
,\ .... ' .. "" ".' , • ...... __ • ,_ " ._.~. '" N • _ ~. l) grants, subsidies] rebate's, credits or similar benefits received from any federal, i '---srate;'TIlgIOIT{:rl\),I1JC"c1'I-b-p-d'Y;a15'e'JTc'Y~-a'l1tiToTitVi-"d'ep'a-rtm"e'l'lt-or-ol'g'a'l1'lz'a'tion------'7 'I which revenues are unrestricted or are to be used for general operating
e,xpenS0 Si
9 Revooable Liom)se Agl'eement lss\lod by tbe Ci!),ofMiu)l)i to Dnde Hel'lIage r"llst. Ino,
Inclusive) between the hour.s of 8:00' AM and 5:00 PM at the Licensee's address provided In Paragraph 25 of this Agreement, Copies requested by the City shall be furnished to the City at
no cost. This Agreement Is subJe'ct to the audit and Inspection rights set 'forth In § 18·100 to §:18-102, City Code, as It may be amended,
fl. IRS Form 990 rax Returns. In the event Licensee cannot provide audited financial statements} as set forth In Paragraph 13 A herein, Licensee shall provide City with a copy of Its most recent IRS Porm 990 Ta)< Return no later than three months ·after the end of Its fiscal year,
C. Preventive Maint~nE\nce Report. No later 'than August 31 of each year, LIcensee, at its own cost .ands)(penS8, shall cause a certified and qualified inspector to perform physical InspectLon of the Property, including all structural, mechanical and electrical components as part of a preventive maintenance program and shall submit an Inspection report to the City of any deteriorating conditions found at the Property (IIPI'eventivEl Maintenance Reportli).· Within si>(ty (60) days of completing said inspection, Licensee shall submit a remediation plan to the City, to be approved by the City .. Manager or his/her desIgnee, for all conditions requiring repair, replacement or modification as noted In the Inspection report, As part bf the physical inspectlon of the Property, License'e shall perform or cause to be performed, the follOWing preventive maintenance services:
I) Cleanl~g and Janitorial services for the citY~Dwlled Property; II)' Grounds services, Including lawn, shrub and tree maintenance and removal of any rubbish or obstructions 'from the' c:1ty-owned property; ill) ·lnterI0r·a·nGl .. extal'lol:·wlnGlovv-Glea lI1ing to.b€l.p.ElI'.f.Qr..\rl.ed .. as .ne.ed;e.d ... b.ut n.o.Jess. . than once everyone hundred and twenty (12'0) daysj ------~------'---'--..~ .--~-- .-~- ~------'---.--- Iv) Vermin control as necessary, but no less than once every sixty (60) days;
11 Rcvocnble J-!C61tSC Agreement !~Bued by the Clly ofMinml to Dude Hel'ilnge 'I'1~IBt, 111.0,
Licensee agrees to make all changes necessary to the Property at Llcensee!s sale cost and expense In order to comply with a II city, county and state code requlr~ments for Licensee's occupancy thereof.
~,5. Alterations, Additions or Replacements.
E)(cept in the event of an emergency, Licensee shall not make any repair without first receiving the written approval of the City Manager or his/her authorized designee, which approval may be :conditioned! denied, or withheld for any or no reason whatsoever, il'1Cludlng a condition to pay additional fees If such alteration will affect th·s cost of services being provided by the City, If the City Manager or hls/hel' desig.hee appl'Oves such request! no repair or alteration shall be commenced until plans and specifications therefore shell have been submitted to and approveGl by the City Manager or his/her designee,
The Licensee shall be solely responsible 'for Elpplying and acquiring all necessarv permits l Including but not limited to, building permits, The Licensee shall be 1'8sponslble for any and all costs associated with any alterations Including., but not limited to, desIgn, cot)struct:lbn! Installation and permitting costs. All alterations to the Property) whethel" or not by or at the expense 'of the LIcensee! shall, unless otherwise provided by written agre'ement: of the parties hereto, imlYl.edlatelv upon thelrcornpletion become the property of the CIty and shall relTlCltn and be sUrl'endered with the Property. In the event .of an emergency, Licensee may reasonably proceed to perform such I'epair work and shailimmedlateiv notify City of such work,
All alterations' must be in compllF.lnce with all statutes l laws! codes, ordinances and
regulations of the State o'f Florida l MlamlwDade County, City of Miami and any other agency that may have Jurisdiction over the PI'operty as they presEll'1tly exist and as they may be amended hereafter. In the 'event of an emergencYl L1c8llSee shall reasonably pl'o6eetrto pS'Ffot'm'such 'r<:lplllt'
--~"--werk-a PI des i1·al I-I mmedlEltBlv-r.'I Qtlf.y.:ti:l ('~Cltv-M anage.r",:oLbJsl-b.eLd:e.s.lgn.e.aJ)ls.uch_Y.\l.Qt1<.,: .• -,,~ ______. .,'
13 RevDon hie LioeJlso Agl'00Jl1C11t Iss lIed by the City ofMhu\11 to Dade Bel'ltugeTl'us!,lllO.
18. Indel"nniflcation and Hold Harmless.
Licensee shall indemnify, defend and hold harmless the City and its offlclals, employees and agents (collectively referred to as "lndemniteeslJ) and 88'ch of them from and against all loss, costs, penalties, fines, damages, claims, expenses (Including attorney's fees) or Ilabllltles (collectively referred to as ((Liabilities") bV reason Qf any Injury to or death of @ny person or damage to or destruction or loss of any property arising out Df, resulting from, or in connection with 0) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly cE1'used,in whole, or in part, by any act/
omlsslol1, defawlt 01' negligence (whether active or passive) of Licensee or 'Its el'np'loyees, agents or subcontractors (c:oifectlvely mfened to as ((Licensee"'), regardless of whether it Is, or Is alleged to be, caused In whole Dr part (whether Joint) concurrent or contributing) by any act, omiSSion, de,fa ult or negligence (whether a,c:tive or passive) of the Indemni'tees, or any of them unless such injuries or damages are ultimately proven to be the result of grossly negligent or
willful acts or omissions on the part ohhe CitV, its officials and/or employee i 01' (II) the failure Cif the Licensee to comply with any of the paragraphs her'elh or the 'fai,lure or the Licensee to conform to statutes, ordinanoes, codes,' I'ules, or other regulations or requirements of any governmental authQrlty, federal or state'/ In connection with the performance of this Agreement. Licensee expressly agrees to indemnifY and hold harmless the lndemnltees, or anv of them , from and against all Ilablilties which m'ay be asserted by an6l11p]oyee or former '. employee bf Llcensee/or,any of Its subcontractors;"a"s provldea above; for whichthe Licensee's
"llabil'lty,to suche:mplovee or former emp loyet:l "would otherwise beilmlted topaymen'~s under state Workers' :Compensation or similar laws;
, ~ Licensee further voluntal'lIy and knowingly acknowledges that/as lawful consideration .'. ,for being gi'anted the' r)ght to":uWrie 'ai1d o6cupyth'e'P'ropehy, Licensee, on 'be'l'1"aTf dffirril:sel~f;' his
.- ; ... - " agents and employees, from any'snd,all,cialms fbi"Ii'iJury/death,ol"property dal1lsge I'e,sulting fromL16ensee 's use of the Propel'ty. The:Ucense'e affirms that the granting or this Agreement Is
16 R{'\\'ocnble Lioellse Agl'~,\ll\Wl\t Issued b~ the City of Miami to Dac1eHel'llllge Trust, Inc,
21. Safety.
Licensee will allow City Inspectors, agents or representatives the abHity to monitor its compliance with safety precautions as required by 'federal, state or local laws, rules, regulations
and ordinances, By performing these Inspections the Citv, Its agents, Dr representatives Clr6 /lot assuming any liability by virtue ofthese laws, rules) regulations ,and ordinances. Licensee shall have no recourse against the CltV, Its agents., or representatives from the occurrence, non occurrence or result of such inspectlon(s). Upon Issuance of a notice to proceed, the Licensee shall contact the Risk Management Department at '(305) 416-17QO to schedule the Inspection (8),
2.2. Taxe:salnd Fees.
Licensee shall pay beforE! 8nV fine, penalty, assessment or other governmental In''lposltlon or levy, Interest or costs ·is added for nonpaYl"nent, any and all charges, fees, ta)(es,
impositions l 01" ,aSsessments levied against the Property (collectively Assessments), Its proportiGnate share of use of the Prop'arty and/or against personal property of any klhd, owned
. " by or placed in, upon or about the Property by Licensee., including, but not limited to, ad " ·1 valorem taxes, fire fe'as Clnd parking surcharges. In the event Ucenseeappeals an Assessment,
I' .. Licensee shall immediately notify .the City Manager of its intentloll to appeal said Assessm,ent , .!.:. and shall furnish and keep In effect a surety bond of a responsible and substantial 'surety _.company reasonably acceptable to the City Manager, or his d'8slgnee, or' other sepurlty
. reasonably satisfactory to the City Manager 0.1' hls./herdeslgnee, In an amount sufficient to pay one .. hundred per.cent.(100%) af the ·contested Assessment with all Interest on It and costs and I . , I, .·1 -expenses, Includlngreasonable attorneys' fe.es to be Incurred in connection With It. . l .~.. ,,. .... "", , ...... :..... ,' .. ' .. , '., .. ' ~ .. " . .' ,. , "., . " ., . , ., .. ,., , , ~
'\, Either party may cancel this Agreement at anytime, without cause, by giving' thhi:y (30)
.(:);:l.Ys wrltt.§n _!:19.t.!g)3 .~q ..tb,,~, ;n9r~c~:t\ce.l.Il'ls. J?~r\:.Y. p~i.or to th~ Effe_ctlv_~ p~,te of tl}e cancellation. 18 Revooable Lioo1l1;e Agl'e~1llellt Iss\led by the City of Ml~l).11 to Dad() Hedtage TI'ust,lnc,
28. Ra dOh Gas,
Radon is a I"laturally occurring radioa.ctive gas that, when it has accumulated in :01 bullding 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, Addit!'onal Information regarding radon and radon te'stlng may be obtained from vour count)! public health unit. Licensee may, have an appropriately licensed person test th(l; Property for radon, If the radon level exceeds acceptable EPA standards, the City rnay choose to reduce the radon level to arl acceptable EPA level, failing which either party mav cancel this License.
29, . Licenses, Authorizations and PEll'mih.
Licensee shall obtain, or cause to be obtained, and maintain 'in full force and effect throughout the period of this Agreement, at Its sale expense, all licenses, authorizations and per.mlts, Including, without llmitatlon, a City Occupational L1cense, that are necessary fol' i I Licensee to conduct its commercial activities., I 'Li~ensee s!~a-II be responsible for paying the cost of said applications and obtaining said I · t licenses, authorizations and permits,
Licen?ee . acce'pts this Agreement and hereby acknowledges that Licensee's strict , '. ,: ~ '. '.'- ... ,- ...... 'j,...... , I : . compliance vvltb.allapplicable federal, state and local laws, codes, ordinances and regulations is .:1 ".11' · , I . a ·c~.ndj~lon .'of this Agreement, and Llc~n~ee shall comply therewith as the same presently exist i ! · , .:Ell1d .. (;l's~the-y~!n:ay.. ·.~e ... ~mel7ldeGl ... hel:ea.fter.\ This .·Agr.eelli.~nt .. shall...be.constmed .. an.d .. ei1fo~e.ced . according to the .laws 0fthe Stat.eof Florida, .'~."+':: '~L.:.:.:~,,:, ... ' ... ., .... ,. '. '~~_~'-:-~_:'-'-"~~_'_'-""'~ ___
'. ,.... \ -: . ~ .. - . ; :. :; '. . , .,,~ ',:-... . '" ~ " ", ~.:, ...... ;.,.. . " !":,.:., " , "1' '" : ;
22 Revocuble LioCllSe Agt'eement issued by the Gity ofMiamltoDact()J:Jarl(~ge 'Trust, 1110. 31. Ownership of Improvements.
As ofthe Effective Date and throughout the use period, all buildings and Improvements th'ereon shall be ve.sted In City. Furthermore, title to all alterations made In or to the Pr,operty, whether or not by Dr at the 8)(penSe of Licensee, shall, unless otherwise provided by written
agr~emel'lt, Immediately upon their completion become the property of the City and shall remain and be surrendered with the Property.
32. Surrender of Property.
In either event of cancellation pursuant to Paragraph .23 or Paragraph 24, 01' at 'the expiration of the time 11m ited by the notice, LIcensee shall peacefqlly surrender the Property broom cleaned and In good condition and repair together with all alterations, fi)(tures, il1stallatiot'!) additions Elnd improvements which may have been made) In ,or attached on or to the Property. Upon surrender, LIcensee shall promptly remove 81111:$ persomri property, trade f)) 23 RCl'oonble Lloense Ag1'OO1l\0)J1 J88\\O(\ by the CJty ofMlnmilo Dnde"}l0dtage '[nIB!, \no. 33. Severa.billty. It Is the A)(preSs 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 provl~lon of thIs Agreement, or the application thereof to any circumstance, suggest th(lt a leElse, rather than a license, has been created, 'then slIch provision shall be Interpreted In the light most favorable to the creation of a license and (iI) if any provision of this Agreement, Dr the application thereofto ahY circumstance, Is determined by a COUIi: of competent jUI'isdlctlon to have created a lease rather than a lIce.nse, then such provision sha II be stricken and, to the fullest e>ctent possible, the remaining provisIons of this JI,greement 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 provls1on, section, paragraph, sentencB, word or phr~se contained In this Agreement be determined by a court of c.ompetent jurisdiction to pe Invalid, Illegal or otherwise unenforceable under the laws of the State of FlorJda Dr the City 'of MiamI, such proviSion, section, paragraph, sentence; 'Word or phrase shall be deemed modified to the extent necessary In order to conform With such laws, or if hOt modifiable, then s'ame shall be deemed severable, and in either e,vent;. .. tlie remaining tt::w~s Clpd provisions of this Agreement shall remain unmodified and. in full force and .e'ffect. or limitation of Its use, S4. Invalidity. In the event that any rion~materia:1 "provisiOn of this Agreement shall be held to be Invalid for any reason; such 1i1va'lIdity sh~1I i{ot'affectth~ 6emaining portions of this Agreement I and the saine shall remain In full 'force and effect. "I I ..... • . ".!I., '.. , .,. . . . , ------.-----~~ .. ~, ... Licensee oann~t assign or transfer Its privilege o{ occupancy 2,40 R<;lVOOfi ble Lio~1l8e Agt'eelilent tssuad by the 'Cit)' ofMimui.to Dade Heritage T)l1st, Inc, by Licensee shal,1 result In the automatic termination of this Agreement without notice by the City Manager. 36. Public Records. Licensee lmderstands that the public shall have access, at all reasonable times, to City COITtracts, subject to the provisions of Chapter 119, FlorldEl Statutes" and agrees to 8110\lv access by the City and the publlcto all documents subject to dlscloSUf'8 under applicable law. 37. Conflict of il1tell'est, Licensee is aware of the conflict of Interest laws of the City of Miami (Miami City Code Chapter 2, Article VL Dade County, Florida (Dade County Code, Section 2"11.1 81:. seq.,) and or the State of Florida as set forth In the Florida Statutes, as amended l and agrees that it will fully comply In all respects with the terms, of sa'ld laws Eil1d any future ame'ncirnents thereto. LIcensee covenants that no person or entity under Its employ, presently 6)(ercising any 'functions or responsibJlltit=Js In conrl'ection with this Agreement, has- any pers.onal f.inanclal Interests, direct or lndirect, with the City. Licensee further 'covenants that, In the performance of this Agre.ement, no p!:;rson 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 entitles must be disclosed In writingtothe City. :J8. Amerlcal1S with Disability Act. Licensee shall affirmatively co.mply with all applicable provlslohso'fthe Am~ricans with Disabilities Act ("ADA")in the course af providing any work, labor or services funded by the City , .' , .. ·1 nGlud,lng~T-ltl es-I .. an d.,II .. ofthe"APA,(r.61gar.dlng.n,Qndlsc;rlmlna:tlan .on~the.hasls,.oLdls.ahJI.lty.) .and,.all . .~ steps to ensure nondiscrimination in en"lploymentof disabled persons. 25 Revooable Lio(lnse AW'eellI01\! issllod by tho eily of Miami to Dade HodtagoTl'llSl, 1l\(}, In the p0rformance of this Agreement or anv 8xteng'iofi thereof, Licensee and/or its authorized agents shall not discriminate In connection with Its occupsncy and use of the Property Elnd Improvements thereon, or against any employee or applicant for employment becaus'e of race, ancestry, national or'igln , coiol', sex, religioh, age" handicap, famllial status, marital status or s6)(ual oriel1t(ltiOI1. Licensee and/or Its authorized agents wlll Insure that Its employees 81'8 fairly treated during emplovment without regard to their racer national origin, ancestry, cOlor, sex, religion, age., handicap, famIlial status, marital statuB or sexual orientation, Such action shmll Include, but not be limited to) the following; employment, upgradlng, demotion or transfer, recruitment or recruitment advertising) la)lof'f or termination, rates of pay or other 'forms of compensation,. Licensee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall Institute a plan 'for its achievement which will require that action be taken to provide eql~al opportunity in hiring and promoting for women, minorities, the disabled and veterans .. ! Such pisriwlllinciude a set 'o{posltlve measures which will be taken to insure nondiscrimination . .. ! i in the work place as it relates to hiring, firing, training and promotion. [n lieu of sLich a pollcy!p·lan, licensee shall submit a Sta'tement of Assurance indicating that the'!r operatioh isin compliance with all relevant Civil Rights laws and regulations. ! .! . , Licensee shall'make a good faith effort to pUI'chase/contract fifteen percent '(15 %) of Its , . 1 " ",al~mHi\I· .goods. ,at:\cl.:-ser.~,lc61s. ,.,r.e.q.uir..elXtents .. "fr.o,IJ.l." .H.lSP£1n.i.c.,,_ ,.B.la,ck, ..... ,Zlnd ,. -\N.QJXlI?\\ , . ,~ .. i· . I· buslness~s/profe,ssIDna!s t~eglstered/certified with the City office of Mlnol'lty/W·omen Busi6ess I . . .-'--. -~--~ .. ,~--- -~~--,,-,--,---~:,~;,,-,·'r' Affairs, Such lists will be made avall.able to the Licensee ,at the time of the Issuance of the I Agreement by the City ,and updates will be provided from time to time b)~ the City's Office o'f .. , .! .\ , ~In.. ~t!,~.y./\~o~,~n, ~~~i.n,es~ A~fa~,r~. I, 26 1\~vooubleLloenseAgl'ealnellt issued by th& City of Mlutni to Dude HOI'llngo Ti'llst1lnc, 42. Amenolment!l and Moclifk:ations. No amendments or modlflc@tlons to thIs Agreement shall be bl11dingo:n 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 ,4\greement as needed subject to the formalities of contracts being followed. In the event It becDmes necessary for either party to Institute legal proceedings to enforce the provisions of this Agreement, each party shall bear Its own attorneys' fees through all trial and appellate levels, The prevailing party may be awarded court costs. 44. UtigEi~ion; Venue. Any dispute or civil action herein shall be resolveclln the courts of Miami-Dade County, Florida. The parties shall attempt to mediate any dispute without Iltigatlot'1. If the parties agree to mediate any .s.uch di~pute the standards and procedures of set 'forth in Chapter 44, Florida Statutes, ('Medlatlon alternatives to Judicial Actlon",Cls amended, will apply. However; this Is not Intended to establish mediation 'as a condition precedent before pursuing specific, performance, equitable or injunctive relief, 45. Waiver of JU1'y Trial. The partie's hereby 'knowingly, irrevocable, voluntarily and intentionally waive any right either mal' have to a trial by Jury In respect of any action, proceeding or counterclaim based on .. , "ifiis'- Agieel11'ent;' 01' 'adslnif"ouf"'of; Crn"oeT -0'1' -rn "cO'ifriecfi6i~ "'ViiiflY "ffi'ls''''Agr,'e'e'iii'eTifor 'aYiy' , ---~-amer.tdm.e.r,rL~GI~l1qodlfiGa:tiol~-of:..-th,ls~/.\gt:ee,I:r.\,6nt.,_of_an¥"..n:tb:e,I:..-agr.e,e,IT.I,enLeX,f.l.cu±ad_b.;Land ______between the paltles In connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or wrltt0n) or actIons of any party hereto. This waiver of 27 Revocnble License Agt'e&l116ll1 lssuetl by tbll City of Miami 10 Pnde Hnl'ltnge Tl'ust,lnc. Jury trial provision Is.a material Inducement 'for the City and Licensee enter,ing into the subject transaction. LU3, Waiver. Any waiver by either party or any breach by either party o·f an)! one br more of the C'OV811all'ts, conditions or provisions ofthls Agreement shall not be construed to be a waiver of any subsequent or other breach of the ,same or any cove'nant; condition or provision of this Agreement} nor shall any failure on the part of the City to require or exact full ,and contplets compliance by licensee with any 'Of the covenants, conditions or provisions of this Agreement be construed as in any mannel" changing th'8 terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered In any manner whatsoever'other than by written agreement of the City and Licensee. 47. Time of Essence. It Is expresslv agreed by the pali:les hereto that time Is of the essenCe with respect to . this Agreement. IftJ18 final day of any period falls on a weekend or legal holiday, then the final . ".. " day of said period ,or the date of pe):formance shall be extended to the next business day ,j thereafter. " ";", ," . ( .. 48. No Intsl'pretation ~galnst Draftsmen. The parties egr.eetha:\ no pfovlslen- of thl~ ,Agre,ement shall be construed agelnst any partle::u·lar party al:~cl each'partyshallbepeemed to have.dnl'fted this Agreemei1t. , •. , .. J. ., : ,,-49. .. ~' ,,( , 28 R0YQOn 'ble LioellS'e AB1'eell1ellt Issued by the CiLy of Mintnl to Dade HerltageTmsl, Ino. deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 50. Third P~I'tv Beneficiary. This Agreement is solely for the benefit of the parties hereto and no thll'd party shall be entitled to claim Dr enforce any rights here.undCiI', Nothing contained -herein shall make, or be construed to make any party a principal, agent 1 partner 01' Jo'lnt venture o'fthe other, 52,,' 'Neadlngs~ Title and paragraph headIngs are fOI" convenient reference and are not a part of tllis Agreement. 53. Authority. ;, - - tach' of the partie~ ~er'8'to acknowledges "it is duly authorl4ed to enter Into this Agreement and that the Signatories below are duly authorized to 8)(ecute this Agreement In their respective b8half~ 54. Entire Agreement. Til Is instrument and Its Ejttachments ,c.onstitute the sole and only agreement of the parties hereto and correctly set forth the'rlghts, ,dutIes. and obligations of each to the otheH' as ••• , -~~ • •_ ...... ", • •• ,~"'~, ..... ,"._,...... ~." ...... , " •• "_'.~ __ ' .. _ •• _ ...... ~.,._. ".,, __ ••••. _ ...... , •• , •• _ ...... ,J...... ~~., ...... ,. ;" _ , ...... • ,. of Its date, Any pl'loragl'eements,p remises, IlegothJtlons or I'epresentatlons not expressly set forth In this Agreement are afno T'OFCe~or.e.ffe'cr------:~~·~' ,~--- 2,9 R0VO(luble Lioellse Agl'eement lss\led by the elly ofMinnii to Dade He!'itnge TI118t,111O. 55, Special Provisions. A, The LIcensee agrees tD perform any funciraising and gl'mnt writing actIvities In order to raise sufficient fUlldlng to unc!ertakeElI'ld complete the r.enovatlons necessary in the future to maintain the subject historic Property In good working orderand repair. S, Licensee shall create a special Reserve/ME1lntenance Fund to s€Jt~aslde $5,000 to ensure that the interior and exterior bull ding on the Property Is painted every five (5) years, The Licensee shall Issue 'an annuall'eport tothe City Manager and the Director as to the status and the amounts ohhls fund·, The first such rf:lport shall be submitted on or before 12./31/11 to the City ·addr'esses listed In Paragraph 25. C, Consistent with paragraph 13 C herein, Licensee shaH ·obtaln a Preventive Maintenance Report and pl'esent such report to the City Manager and the Dll'ector prior to the annual anniversary date of the Agreement, along with a plan o'f action as to how Licensee intends.tQ perfo.nYl any identiHed repairs on the Property., THIS SECTION LE~T INTENTIONALLY ~LAI\II< '. I ".. ,. ".,,, ." . ~" ".. '1. l ,., ,.~... , \ · . I ,. I'· i ----_._---. ~:...... ' I I1 ! I 30 R<.wooableo Ll~(\lls~ Agreement issued by the City ofMialni io Dade Heritage Trust, InQ. I. CITY OF IVlIAlVn OFFICE OF TI-IE CITY ATTORNEY MEMORANDUlVr TO: Olga Zam.ora, Senior Project Rept0se.11tative Public Facilities ~ COM FROM: Rafael Suarez-Rivas, Assista:nt City Attol'ney DATB: Januaty 19,2012 RB: Dade Heritage Trust ~ Revooable License Matter ID No.: 10·3488 110_ LtXWU1Gl...... ) Enclosed please find the 'captioned agreement whioh has been ·approved by t11e .City Attorney as to form i\.11d 001'l'ectness. 'Onoe thisagl'ee111ellt has been fully exeouted please fC:l1wa.td a copy of the fully exeouted agreement to O1.n' offioe so that we may close our file. Ifyou have further questions, please feel fi'ee to oontaot me at 305·416·1800. Bnolosul'e(s) WHEN RETURNING THIS CONTRACT TO THIS OFFICE FOR FURTHER REVIE\V, PLEASE IDENTIFY AS 10<~488 Doc. No.: 300148