HomeMy Public PortalAbout2002-15 Agreement with St. Agnes Catholic ChurchRESOLUTION NO. 2002-15
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING
THE VILLAGE MANAGER TO EXECUTE AN AGREEMENT
WITH THE ARCHDIOCESE OF MIAMI, INC. (SAINT
AGNES CATHOLIC CHURCH) FOR RECREATIONAL
PURPOSE FIELDS; PROVIDING FOR AN EFFECTIVE
DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. That the Village Manager is hereby authorized to execute the attached
Agreement, on behalf of the Village, with Archdiocese of Miami, Inc. (St. Agnes Catholic Church)
for use of the field for recreational purposes.
Section 2. That the Addendum to the Lease Agreement, in substantially the form attached,
is hereby approved and the Village Manager, Village Clerk and the Village Attorney, in their
respective capacities are authorized and directed to execute the Agreement on behalf of the Village
and are authorized to take any all action necessary to immediately implement all of the purposes and
intent of this Resolution and attached Agreement and are authorized to make revisions to such
agreement as are deemed necessary and proper for the best interests of the Village.
Section 3. Effective Date. That this Resolution shall be effective immediately from and
after adoption hereof.
PASSED AND ADOPTED this 19th day of March , 2002.
MAYOR JOE L RASCO
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CONCHITA H. ALVAREZ, CMC, VILLAGE C
APPROVED AS TO FORM AND LEGAL SUFFIC
RICHARD JAY WEISS, VILLAGE ATTORNEY
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NON-EXCLUSIVE SPACE USAGE AGREEMENT AND LICENSE
THIS LICENSE AGREEMENT (hereinafter the "Agreement") is made as of
this 1st day of April, 2002, by and between the ARCHDIOCESE OF MIAMI, INC.,
a Florida not for profit corporation, (hereinafter the "Licensor") and the VILLAGE
OF KEY BISCAYNE, a Florida municipal corporation (hereinafter the "Licensee").
RECITALS
1. Licensor is the owner of fee simple title to certain real property located
in the Village of Key Biscayne known as St. Agnes Catholic Church (the "Church").
2. Licensor desires to grant Licensee a license to use the Premises (as
defined below) pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties, Licensor hereby licenses to licensee, on a non-
exclusive basis, the use of the athletic fields and basketball courts, excluding the
pavilion, playground and parking lot at the Church (hereinafter the "Premises") located
in the Village of Key Biscayne, County of Miami -Dade, State of Florida, having an
address of 100 Harbor Drive, Key Biscayne, Florida 33049.
1. TERM. Licensor licenses the use of the Premises to Licensee for the
following dates and times: commencing upon April 1, 2002 until September 30, 2002
(the "Term"), with annual renewals as described below, except as this Agreement may
otherwise be terminated in accordance with its terms. This Agreement shall
automatically renew for one (1) year Terms thereafter (i.e., October 1 to September 30)
until such time as this Agreement is terminated in accordance with its terms. The
definition of "Term" shall include all annual renewal terms. During the Term,
Licensee shall be permitted to use the Premises on weekend days and on weekdays
following use of the Premises by the Church for after -school athletic activities as shown
on the schedule attached hereto as Exhibit "A," as well as such other times as mutually
agreed to in writing by the parties subject to availability. Each day following the
Church's after -school athletic activities at the times shown on Exhibit "A," the
Licensee shall have control and responsibility of the Premises. The Licensee agrees to
provide its Police Department with a schedule indicating dates and times of usage of the
Premises by the Licensee. Upon execution of this Agreement, Licensee shall receive
keys necessary to access the Premises. Licensee is authorized to provide copies of such
keys to its Fire and Police Departments.
2. USAGE FEES. Licensee shall owe Licensor an annual license fee of
Thirty Six Thousand and 00/100 Dollars ($36,000.00) for use of the Premises, which
annual license fee shall be paid in equal monthly installments of Three Thousand and
00/100 Dollars ($3,000.00) on the first day of each month during the Term. For any
Term, including the initial Term, that does not constitute an entire year, the annual
license fee shall be prorated for the actual number of months or any portion thereof
during such Term. Licensor hereby directs Licensee to make all payments required
hereunder directly to the Church. Licensee's use of the Premises shall not constitute a
tenancy of any kind, and this Agreement is not a lease.
3. USE OF PREMISES.
a. Licensor covenants that it is the owner of the Premises located in
Miami -Dade County, Florida, and that said Premises are in good repair and suitable for
Licensee's purposes described herein. Except as may be otherwise provided in this
Agreement, during the Term Licensor shall maintain the Premises in good repair and
suitable for Licensee's purposes as described herein.
b. During the Term of this Agreement, the Licensee shall have the non-
exclusive use of the Premises for the following purpose(s): To use the athletic fields
and basketball courts for organized recreational purposes, such as softball and
basketball games. Notwithstanding the foregoing, while the parties acknowledge and
agree that the license granted hereunder is non-exclusive in nature, during the times
designated for use by the Licensee hereunder, Licensee shall have sole and
uninterrupted use and control of the Premises.
c. Licensee agrees to restrict its use to such purposes, and not to use, or
permit the use, of the Premises for any other purpose without first obtaining the consent
of the Licensor. Licensor and Licensee acknowledge and agree that Licensee's use of
the Premises shall include use of the Premises by members of the general public
participating in organized recreational programs and events administered or sponsored
by Licensee, as well as other organizations, entities, and persons who have separate
written agreements with Licensee and which have received the prior written consent of
the Licensor, such consent not to be reasonably withheld or delayed. Without limiting
the foregoing, the Church acknowledges and agrees that the Key Biscayne Athletic Club
("KBAC") is permitted to use the Premises pursuant to a separate written agreement
between the Village and KBAC.
d. The Licensee covenants and agrees:
(i) To Maintain Premises. After each use of the Premises,
Licensee will clean up any garbage left on the Premises by Licensee and its agents,
servants, invitees, and employees.
(ii) Conditions of Premises. To quit and surrender said
Premises and all equipment therein to Licensor at the end of said term in the same
condition as the date of the commencement of this agreement, ordinary use and wear
thereof only excepted.
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(iii) Rules and Regulations. To abide by and conform to
reasonable rules and regulations from time to time adopted or prescribed by the
Licensor, for the governance and management of Premises.
(iv) Liability. To save the Licensor harmless from and to
indemnify it against any claim or liability for any use arising in connection with the use
of the Premises by Licensee, its agents, servants, invitees, and employees. Licensee
further agrees to hold Licensor harmless for any injury, loss, or damage to any person
or property on the Premises or by virtue of any act, error, or omission of Licensee,
except to the extent the same is caused by or results from the carelessness, negligence,
or improper conduct of Licensor, its agents or employees. The obligations of Licensee
under this paragraph are subject to the provisions and monetary limitations of Section
768.28, Florida Statutes, as amended or superseded.
(v) Amounts Due. To pay Licensor on demand any sum
which may be due to Licensor for additional service, accommodations, or materials
furnished or loaned by Licensor at the actual cost thereof.
(vi) Alcoholic beverages. To not cause or allow alcoholic
beverages of any kind to be sold, given away, or used upon the Premises except after
obtaining the express written consent of Licensor. In such event, Licensee shall possess
the necessary liquor license and permit.
(vii) Prohibited Activities. In connection with the exercise of
its rights hereunder, during its period of usage, the Licensee shall not allow or permit
upon the Premises dogs, any type of skating (i.e., rollerskating, rollerblading, and
skateboarding) or vehicles other than vehicles of Licensee.
(viii) Improvements. To make only those alterations, additions,
or improvements, in, to, or about the Premises which have been approved in advance
and in writing by Licensor. Licensor hereby gives the Licensee the right, but not the
obligation to install and maintain temporary backstops and base cut-outs for the baseball
field, provided that such do not unreasonably interfere with the after -school athletic
activities of the Church. At the end of each season, the Licensee shall be responsible
for returning the Premises to the condition existing prior to such season, ordinary wear
and tear excepted. Upon execution of this Agreement, Licensor shall provide Licensee
with storage space underneath the outdoor air conditioning units in a location and
manner as mutually agreed to by the Parties. As soon after the execution of this
Agreement as practicable, Licensor shall install, and maintain during the Term, a
drinking fountain adjacent to the baseball field.
(ix) Damage to Premises. (a) To assume full responsibility
for the character, acts, and conduct of persons admitted to Premises including damage
to any portion of the Premises of any equipment therein; (b) to not injure, nor mar, nor
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in any manner deface said Premises or any equipment contained therein, and to not
cause or permit anything to be done whereby the said Premises or equipment contained
therein, shall be in any manner injured, marred or defaced; and to not drive or permit
to be driven nails, hooks, tacks or screws into any part of said building or equipment
contained therein and to not make nor allow to be made any alterations of any kind to
said building or equipment contained therein and to not make nor allow to be made any
alternations of any kind to said building or equipment contained herein; (c) that if said
Premises or any portion of said building or any equipment contained therein during the
term of this Agreement shall be damaged by the act, default or negligence of Licensee,
or of the Licensee's agents, employees, patrons, guests or of any person admitted to
said Premises, Licensee shall cause the Premises and/or equipment to be returned to
their condition as existed immediately prior to such damage. The Licensee hereby
assumes full responsibility for the character, acts and conduct of all persons admitted to
said premises or to any portion of said building by the consent of the said Licensee or
by or with the consent of any person acting for or in behalf of said Licensee. The
obligations of Licensee under this paragraph are subject to the provisions and monetary
limitations of Section 768.28, Florida Statutes, as amended or superseded.
4. ORDINANCES AND STATUTES. Licensee shall comply with all
applicable statutes, ordinances and requirements of all municipal, state and federal
authorities now in force, or which may hereinafter be in force, pertaining to the
Premises, occasioned by or affecting the use thereof by Licensee.
5. ASSIGNMENT AND SUBLICENSING. Licensee shall not assign this
Agreement or sublicense any portion of the Premises.
6. ENTRY AND INSPECTION. Licensee's use of the Premises is non-
exclusive, and Licensor may enter at any time and for any purpose while Licensee is
utilizing the Premises or at any other time.
7. NUISANCE. Licensee shall not use the Premises for any unlawful
purpose or in anyway which will constitute a nuisance or unreasonably interfere with
Licensor's use of the Premises.
8. LIABILITY/INDEMNIFICATION OF LICENSOR. Except to the
extent caused by the negligent or willful acts or omissions of Licensor, it is expressly
understood and agreed by and between the parties hereto that in no case shall the said
Licensor be liable to said Licensee, or any other person or persons, for any injury, loss
and/or damage to any person or property on the Premises or by virtue of any act, error,
or omission of Licensee, whether the same is caused by or results from the
carelessness, negligence, or improper conduct of the Licensee, its agents or employees
or otherwise, the said Licensee hereby taking all risk.
9. INDEPENDENCE OF LICENSEE. It is expressly understood and
agreed by and between the parties hereto that Licensee is not owned, operated,
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sponsored, affiliated, or otherwise under the direction or control of Licensor. Licensor
has no authority or control over any aspect of Licensee's operations, except as provided
in this Agreement. Licensee is an entity entirely independent of Licensor related only
by the independent contractual terms of this Agreement.
10. WARRANTIES BY THE LICENSOR. It is further expressly
understood and agreed by and between the parties hereto that this Agreement does not
contain or embody, and shall not be construed to contain or embody and implied
covenant, warranty or agreement on the part of the Licensor, and there are no verbal
agreements whatever between the Licensor and Licensee, and no agreements nor
covenants exist between them except those representations, warranties and agreements
expressed in writing in this instrument.
11. INSURANCE. The Licensee, at its cost, shall provide liability coverage
in the amount of One Million and No Cents ($1,000,000.00) Dollars per occurrence,
and Three Million and No Cents ($3,000,000.00) Dollars in the aggregate.
All insurance shall be placed with companies admitted to do business in
the State of Florida or which shall have an AM Best rating of at least an "A". The
Licensor must be a certificate holder on any policy or insurance purchased by the
Licensee in compliance with this Agreement, and it is entitled to receive a copy of any
policies of insurance within thirty (30) days of the effective date of the policy. The
Licensee shall obtain the insurer's agreement to give not less than thirty (30) days
advance notice to the Licensor before cancellation, expiration or alteration of any policy
of insurance. The Licensee agrees to maintain such policies of insurance during the
term of this Agreement, and any failure to do so will constitute a breach of the terms of
the Agreement. Licensor shall be named as an additional insured and said policy will
be primary over any other collectible insurance for any liability arising out of claims in
connection with this Agreement.
12. DEFAULT. If Licensee or Licensor fails to abide by and perform all
covenants, stipulations and conditions of this Agreement, the non -defaulting party may,
at its option, following written notice to the defaulting party specifying the alleged
default and failure of the defaulting party to cure the alleged default within thirty days
of such notice, terminate and end this Agreement and the license hereby granted, an all
rights and interest of the Licensee thereunder forthwith. The forgoing shall be in
addition to, and not preclude either party from availing itself of, all rights and remedies
available at law or in equity.
13. EXPIRATION. At the expiration or termination of this Agreement, as
herein provided, the Licensee will within 24 hours, remove any of Licensee's property
located at the Premises. Additionally, Licensee shall surrender Premises in the same
condition as when it took possession, ordinary wear and tear excepted.
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14. NOTICES. Any notice which either party may or is required to give,
shall be given in writing and shall be given by mailing the same, certified mail, return
receipt requested, postage prepaid, or by hand delivery, or by overnight courier
service, to Licensee at the address shown below or Licensor at the address shown
below, or at such other places as may be designated by the parties from time to time.
Notices may also be delivered by facsimile provided such notice is also sent by one of
the methods in the preceding sentence.
If to Licenssee:
Village of Key Biscayne
Attn: Director, Recreation Department
85 West McIntyre Street
Key Biscayne, Florida 33149
If to Licensor:
Archdiocese of Miami, Inc.
c/o Very Reverend Jose Luis Hernando, V.F.
St. Agnes Church
100 Harbor Drive
Key Biscayne, Florida 33149
In addition to being the addressee for notices to the Licensee, the principal contract for
Licensee in connection with this Agreement is the Director of the Recreation
Department, which is currently Todd Hofferberth.
15. GOVERNING LAW AND VENUE. Agreement shall be governed by
the laws of the State of Florida and venue for the enforcement of this Agreement shall
be in Miami -Dade County, Florida.
16. SEVERABILITY AND ENFORCEABILITY. The terms of this
Agreement are severable, and in the event that any specific term herein is determined to
be unenforceable the remainder of the Agreement shall remain in full force and effect.
17. ENTIRE AGREEMENT. The foregoing constitutes the entire
Agreement between the parties and may be modified only by in writing signed by both
parties.
18. THIRD PARTY BENEFICIARIES. Neither Licensor nor Licensee
intends to directly or substantially benefit a third party by this Agreement. Therefore,
the parties agree that there are no third party beneficiaries to this Agreement and that
no third party shall be entitled to assert a claim against either of them based upon this
Agreement including, but not limited to KBAC.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals the day and year first above written.
WITNESSES:
(?'
Print Name:Sj-e i
Village Clerk
Approved as to legal form and
sufficiency:
By:
Villag,a _, ttorney
LICENSOR:
ARCHDIOCESE OF MIAMI, INC.,
a Florida not -for-profit corporation
LICENSEE:
ery Reveren
.F.
ose_Luis Hernando,
VILLAGE OF KEY BISCAYNE,
a Florida municipal corporation
By:
Vi Fi ge Manager
103001\agreements\non-exclusive license agreement for St. Agnes Church 4-17-02
EXHIBIT "A"
ACTIVITY
TIME OF YEAR
TIME OF DAY
AREA
Flag Football
March through May
3:30-5:30
Field
Volleyball
August through October
3:30-5:00
Basketball Court
Soccer*
January through
February
3:30-5:00
Field
Basketball**
November through
January
3:30-5:00
Basketball Court
* Church will practice on their field but play their games on the Village Green.
**
Church has not had a basketball season because the court had been removed for
construction. The Church is planning to have a season on the newly constructed
courts.
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Date of Request
Name:
2001 BUDGET
5/31/2002 AMOUNT: $12,000.00
Archdiocese of Miami, Inc. St. Agnes Church
Address: 100 Harbor Drive
City, State, Zip: Key Biscayne, Florida 33149
Telephone: (305)361-3245
Vendor Invoice
Purchase Order Number Number
Account Number
Purpose/Description: Payment for use of the St. Agnes Field as per the attached contract
The Payment is for the months June, July, August and September. The contract is for
$3,000/month or $36,000 annually.
Prepared by:
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12,000.00
TOTALS
$12,000.00
FUNDS AVAILABLE: Yes No
Finance Director Date Processed Check Number
Approved Check Signed by:
Department Head Village Manager Village Clerk