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HomeMy WebLinkAboutSchool Board of MD Agmt ~ TEMPORARY USE AGREEMENT THIS TEMPORARY USE AGREEMENT is made and entered into this 22nd day of October 2002, by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation ofthe State of Florida (hereinafter referred to as the "City"), and THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA, a body corporate and politic (hereinafter referred to as the "Board"). WITNESSETH WHEREAS, the Board is the owner of certain land and facilities located in the City of Miami Beach, Florida and known as Miami Beach Senior High School (the "School"); and WHEREAS, the City seeks to use a portion of the School's property, on a temporary basis, to facilitate access to its public works yard during the construction of a new fire station and emergency operations center on adjacent City-owned land; and WHEREAS, the City and Board intend to enter into this Temporary Use Agreement ("Agreement") in order to allow the City to use a portion of the School as a means of ingress/egress to its property, for a period not to exceed twenty-four (24) months; and WHEREAS, the City Commission of the City of Miami Beach by the adoption of Resolution No.20PJr:245~ its meeting of September 20, 2001, approved the development and execution of this Agreement; and WHEREAS, the School Board of Miami-Dade County, Florida, has authorized the development and execution of this Agreement in accordance with Board Action No. 101,428 at its meeting of September 12, 2001. NOW, THEREFORE, for and in consideration of the conditions and covenants hereinafter contained an9 other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. RECiTALS The foregoing recitals are true and correct and are incorporated herein by reference. Page 1 of 11 II. PREMISES TO BE USED The parties hereto agree that the City shall have the right to use the area located immediately east of the service road of the School, lying and being in the County of Miami- Dade, State of Florida, and more particularly described in Exhibit "An attached hereto and made a part hereof (the "Demised Area"). III. TERM This Agreement shall commence upon the last date of the execution of the Agreement by the Board and the City (the "Commencement Date"), and shall expire on the date construction of the fire station and emergency operations center is completed or the Demised Area is no longer needed by the City, whichever is earlier. "Completion" to be defined herein as the issuance of a certificate of occupancy. Notwithstanding the foregoing, the parties agree that the term of this Agreement shall in no event exceed twenty-four (24) months from the Commencement Date, without the further agreement of the City and the Board and a written amendment to this Agreement. The City and Board shall confirm the Commencement Date in a separate written instrument which shall become a part of this Agreement by reference. IV. USE OF DEMISED AREA The specific area of use by the City shall be limited to the Demised Area, as identified in Exhibit "A", and shall be used by the City as a means of ingress/egress to its Public Works Yard for work vehicles and approximately 70 staff vehicles. The City shall have full control, custody, right and use of the Demised Area at all times during the term of this Agreement. The City shall not commit nor permit any violations of applicable laws, rules and regulations of the BOARD, CITY, COUNTY, STATE, or FEDERAL GOVERNMENT upon the Demised Area. The City shall provide adequate supervision of the Demised Area during the term of this Agreement. Page 2 of 11 V. REMOVAL AND REPLACEMENT OF FENCING AND TREES The City, at its sole cost and expense, shall remove a portion of the existing Board- owned fence located east ofthe School service road, and shall replace the same upon the expiration, termination or cancellation of this Agreement. In addition, the City, at its sole cost and expense, shall erect appropriate fencing alongside the edge of said service road in conformance with the fence location set forth in Exhibit "A" in order to separate the Demised Area from the School grounds. The City agrees to comply with Miami-Dade County Public Schools (the "District") master specifications and design criteria requirements for fence removal and replacement. The City further agrees that any fencing erected by it shall comply with the requirements of the District's Department of Safety and Environmental Management. Furthermore, the City, at its sole cost and expense, may remove any and all trees located within the Demised Premises at the entrance of the School service road on Prairie Avenue, and shall replace the same upon the expiration, termination or cancellation of this Agreement. The City further agrees that the size, species and quantity of all replacement trees shall be in compliance with the District's master specifications and design criteria requirements for the planting of trees and shall be replaced by the City in compliance with foregoing master specifications and design criteria requirements. The City shall provide a guarantee on the replacement trees and shall maintain the same until they are fully established. The City further agrees to mitigate for the removal of the trees in compliance and cooperation with the requirements of local permitting agencies. VI. MAINTENANCE Throughout the term of this Agreement, the City shall be responsible for all repair, maintenance and upkeep of the Demised Area, shall immediately remove any refuse or debris from the Demised Area, and shall otherwise keep the Demised Area in a safe, clean and working condition. The City shall keep the Demised Area free and clear of any vehicles or equipment when the City is not in use of the Demised Area. The City also agrees to repair any damage to the Demised Area resulting from the actions of the City, its agents, representatives or employees. VII. INDEMNIFICATION Subject to and to the extent of the limitations included within Section 768.28, Florida Statutes, the City covenants and agrees that it shall indemnify, hold harmless and defend the Board, from and against any and all claims, suits, actions, damages or causes of actions arising from or in connection with the City's use and occupancy of the Demised Page 3 of 11 Area, for any personal injury, loss of life or damage to property sustained in or about the Demised Area. VIII. ASSIGNMENT The City shall not assign, transfer, or otherwise dispose of this Agreement during the term hereof, or sublet the Demised Area or any part thereof or permit said Demised Area to be occupied by other persons, firms, corporations, or governmental units without the Board's prior written consent. IX. CANCELLATION AND DEFAULT Other than as provided below, this Agreement may only be canceled by the City, without cause and for convenience, with sixty (60) days advance written notice to the Board. The City shall provide the Board with written notice of any failure to perform or comply with the terms and conditions contained herein to be performed by the Board. If the Board fails to cure said default within thirty (30) days of receipt of written notice, or does not provide the City with a written response within thirty (30) days after receiving notification, indicating the status of the Board's resolution of the violations and providing for a schedule to correct all deficiencies, said cure period, which shall in no way exceed ninety (90) days from the date of the first written notification from the City. Unless the parties mutually agree to an extension of said cure period, the City shall have the right to cancel this Agreement, without penalty, upon ten (10) days additional written notice to the Board. The Board shall provide the City with written notice of any failure to perform or comply with the terms and conditions contained herein to be performed by the City. If the City fails to cure said default within thirty (30) days of receipt of written notice, or does not provide the Board with a written response within thirty (30) days after receiving notification, indicating the status of the City's resolution of the violations and providing for a schedule to correct all deficiencies, said cure period, which shall in no way exceed ninety (90) days from the date of the first written notification from the Board. Unless the parties mutually agree to an extension of said cure period, the Board shall have the right to cancel this Agreement, without penalty, upon ten (10) days additional written notice to the City. The Superintendent of Schools shall have the authority to cancel this Agreement in the event of default by the City. I n addition, if the Board advises the City of any safety issues impacting its students or staff, or any issue impacting the safety of the School building or personal vehicles and Page 4 of 11 the City fails to cure the same within twenty-four (24) hours after receiving notification from the Board, the Board shall have the right to immediately cancel this Agreement. I n the event of the cancellation of this Agreement by either party, the Demised Area shall be surrendered in accordance with the provisions of Article XVIII hereinbelow. X. NO LIABILITY FOR PROPERTY The City agrees to insure or self insure its interests in personal property to the extent it deems necessary or appropriate and hereby waives all rights to recovery for loss or damage by any means and waives all rights to recovery for loss or damage to such property by any cause whatsoever. The City hereby waives all rights of subrogation against the Board under any policy or policies it may carry, oron property placed or moved on the Demised Area. XI. LIABILITY FOR DAMAGE OR INJURY The Board shall not be liable for any damage or injury which may be sustained by the City or any persons on the Demised Area during the term of this Agreement, other than damage or injury resulting from the negligence, trespass or improper conduct on the part of the Board, its agents, representatives or employees. XII. RIGHT OF ENTRY The Board, or any of its agents, shall have the right to enter the Demised Area during the term of this Agreement to examine the same upon reasonable notice to the City, provided, however, that such entry does not in any way interfere with the City's use of the Demised Area. XIII. NOTICE AND GENERAL CONDITIONS A. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or certified mail addressed to the parties at their respective addresses indicated below, or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the date of actual receipt. Page 5 of 11 To the Board: With a copy to: To the City: With a copy to: The School Board of Miami-Dade County, Florida c/o Superintendent of Schools 1450 N.E. Second Avenue, Room 912 Miami, Florida 33132 Miami-Dade County Public Schools Facilities Planning Attention: Administrative Director 1450 N.E. Second Avenue, Room 525 Miami, Florida 33132 Timothy Hemstreet Interim CIP Director City of Miami Beach, 4th Floor 1700 Convention Center Drive Miami Beach, Florida 33139 City Attorney City of Miami Beach, 4th Floor 1700 Convention Center Drive Miami Beach, Florida 33139 B. Title and Paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. C. For purposes of this Agreement, the Superintendent of Schools shall be the party designated by the Board to grant or deny all approvals required by this Agreement, or to cancel this Agreement as provided for herein. XIV. DAMAGE OR DESTRUCTION In the event the Demised Area should be destroyed or so damaged by fire, windstorm or other casualty to the extent the Demised Area is rendered untenantable or unfit for the purposes of the City, the City shall have the right to cancel this Agreement by providing written notice to the Board party within thirty (30) days of such damage and destruction. If the City fails to cancel the Agreement within such 30-day period, the City, at its sole cost and expense, shall cause the Demised Area to be repaired and placed in a safe and useable condition within ninety (90) days from the date of said damage, or other reasonable period of time as mutually agreed to by the parties, including immediately repairing or replacing any fencing erected or installed by it on the Demised Area. Should the City fail to repair or render the Demised Area tenantable within the aforementioned time period, then the Board may, at its sole option, cancel this Agreement. The Board shall also have the right to cancel this Agreement should the City fail to immediately repair or Page 6 of 11 replace the fencing erected by it on the Demised Area. Any and all repairs performed by the City shall comply with the Board's construction and safety criteria. XV. NONDISCRIMINATION Both parties agree that there will be no discrimination against any person based upon race, color, sex, religious creed, ancestry, national origin, mental or physical handicap, in the use of the Demised Area and the improvements located thereon. It is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of the other party, effective the date of the Court Order. XVI. SURRENDER OF DEMISED AREA The City agrees to accept the Demised Area in the condition it is in as of the Commencement Date of this Agreement. At the expiration, termination or cancellation of this Agreement, the City also agrees to quietly and peaceably surrender the Demised Area in good order and repair, except for normal wear and tear, or decay and damage by the elements or other Acts of God. The City shall also restore the Demised Area to the same or better condition as existed on the Commencement Date and as may be required to comply with all applicable laws, and shall perform all such tasks and shall replace, remove and/or repair all such items from or within the Demised Area as may be required to accomplish the foregoing, which shall include the items set forth on Exhibit "B" attached hereto and made a part hereof. All work to be done by the City as set forth under Exhibit "B" or otherwise shall comply with the District's master specifications and design criteria requirements as well as the requirements of the District's Department of Safety and Environmental Management. The parties further agree that upon the City's completion of all work outlined in Exhibit "B", the Board shall have the right to inspect the Demised Area to ensure the City's compliance with the terms hereof and to ensure all work has been satisfactorily completed. XVII. PEACEFUL POSSESSION Subject to the terms, conditions, and covenants of this Agreement, the Board agrees that the City shall and may peaceably have, hold and enjoy the Demised Area, without hindrance or molestation by the Board. Page 7 of 11 XVIII. SUCCESSORS AND ASSIGNS This Agreement shall extend to and be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. XIX. COMPLIANCE WITH FEDERAL. STATE. AND LOCAL LAWS All parties hereby agree that they shall comply with all applicable laws, ordinances and codes of Federal, State and Local Governments, including the Americans with Disabilities Act, as they apply to this Agreement. xx. CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida and the venue for any disputes shall be in Miami-Dade County, Florida. XXI. SEVERABILITY In the event any paragraph, clause or sentence of this Agreement or any future amendment is declared invalid by a court of competent jurisdiction, such paragraph, clause or sentence shall be stricken from the subject Agreement and the balance of the Agreement shall not be affected by the deletion thereof, provided to do so would not render interpretation of the Agreement provisions ambiguous or a nullity. XXII. WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver be in writing and signed by the City and/or the Board. The failure of either party to insist upon strict performance of any of the provisions or conditions of this Agreement shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. Page 8 of 11 XXIII. WRITTEN AGREEMENT This Agreement represents the entire agreement between the parties. IN WITNESS WHEREOF, the City and Board have caused this Agreement to be executed by their respective and duly authorized officers the day and year first hereinabove written. CI CI OARD OF MIAMI-DADE A By: Merrett R. Stierheim Superintendent of Schools ATTEST: ~~p~ APPROVED A TO FORM: APPROVED MlO FORM & lANGUAGE & FOR EXECUTION - J 0 -1t -Or Date Page 9 of 11 I ) Exhibit "A" Demised Area I I I 1 .. IIII~II ,Iuil ; hlilihiilibdl ~ ~dl!..fhh.$~d4il,. gg I . ; : i 91 d ;r D o 1,1111111111 IU I ~ IIII II I i~ I~II ~ LU 111811..d~llid.:E.~ LJ I~} 1, I J ~ Iii." I:! J I ~ I).e'l dB · f I ~ Id " ! I II-II) f~ I' I,I}I ~ - II II II' 41 I I I 11.1,; ~ I II' ~I! nffli '. (M/~ ,Ot); a~V^31n08 3ava Ii II , ii' , i( ~ ~ll. i III , .' ! I! d. I N .. . i ci z di >- z ~ 0 1= 0:: 00( ::> l- V! ~~~ VI ~ o Ii; LU 0 ~i~ 0:: XI ii: u- i~l!s ~S tnl; I'~ I 21 i! I ~II ; I~I IIlf - I t ~ Iii " i . . 6 , . . Page 100f 11 ~W Exhibit "B" At the expiration, termination or cancellation of this Agreement, the City shall, at its sole cost and expense, restore the Demised Area to the same or better condition as existed on the Commencement Date, which shall include, without limitation, the following: 1. Removal of any fencing or other structure erected by it on the Demised Area; 2. Replacement of any and all fencing or other structures removed by it; 3. Replacement of all trees removed by or on behalf of the City, which replacement trees shall be in such size, species and quantity as the Board may require; 4. Leveling the entire Demised Area and resodding; 5. Landscaping, as required; and 6. Removal of all equipment and refuse or debris from the Demised Area. Page 11 of 11