License Agreement for Non-Exclusive Parking SpacesGov 7^ ~G ~~ ~
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LICENSE AGREEMENT FOR
NON-EXCLUSIVE USE OF PARKING SPACES
KNOW ALL BY THESE PRESENTS that the undersigned New World
Symphony, Inc., a Florida not-for-profit corporation ("NWS" or "Developer"), and
the City of Miami Beach, Florida ("City" or "Owner"), hereby enter into this
License Agreement, which shall be binding on the City and NWS, their heirs,
successors and assigns, personal representatives, mortgagees, lessees, and
against all persons claiming by, through or under them.
WHEREAS, the City and NWS are parties to a Development Agreement,
dated as of January 5, 2004, and as amended by that First Addendum to
Development Agreement, dated February 20, 2007 (the Development Agreement
and First Addendum are hereinafter referred to as the "Development
Agreement"); and
WHEREAS, the Development Agreement, sets forth the City (as "Owner")
and NWS's (as "Developer") respective responsibilities and agreement to
coordinate and cooperate in the planning, scheduling and approval of the
development, design and construction of the following improvements, to be
located on that certain real property owned by the City, and as described in
Exhibit "A" hereto (the "Development Site"):
(i) performance, educational and Internet broadcast facility
(formerly referred to as "SoundSpace" and now known as the
"NWS Campus Expansion"), together with certain related
amenities, facilities, and other infrastructure improvements
(which, together with the NWS Campus Expansion, are
hereinafter referred to as the "Developer's Improvements"); and
(ii) public municipal parking garage, to be owned and operated by
City, which is anticipated to have six (6) stories and ground floor
retail space (hereinafter referred to as the "Garage"); and
WHEREAS, concurrent with the Development Agreement, the City and
NWS also entered into along-term Agreement of Lease ("Lease"), dated as of
January 5, 2004, setting forth the parties' respective responsibilities and
obligations for that portion of the real property within the Development Site
relating to and comprising the Developer's Improvements; and
WHEREAS, NWS has a required parking obligation for the NWS Campus
Expansion to provide one hundred seventy-five (175) additional parking spaces;
and
WHEREAS, there is an agreement to provide such spaces on nearby
property documented in the covenant recorded at OR Book 25018, Page 1153-
1161 (the "Parking Covenant"), attached as Exhibit "B"; and
WHEREAS, until the parking provided for in the Parking Covenant is
available, NWS must provide an interim parking solution in order to secure a
building permit; and
WHEREAS, this License Agreement will allow sufficient parking to secure
a building permit for NWS until such time as the parking is provided at the
property in the Parking Covenant;
NOW THEREFORE, in consideration of the premises, NWS and City
hereby agree as follows:
1. City hereby agrees to make available to NWS, on anon-exclusive
basis, 175 parking spaces in the Garage. Such spaces shall be
available at market rate, as shall be promulgated by the City, to the
users whose vehicles are parked therein.
2. NWS' outstanding obligation to provide 175 required parking
spaces shall be satisfied by the non-exclusive availability of these
175 spaces in the Garage.
3. The term of this License Agreement shall be limited to five (5) years
from the issuance of a Temporary Certificate of Occupancy ("TCO")
or such other certificate for the NWS Campus Expansion or such
time as the parking becomes available to NWS at the property as
provided for in the Parking Covenant, through the issuance of a
TCO or such other certificate for such property, whichever occurs
first. The TCO or such other certificate for the NWS Campus
Expansion shall not be issued prior to the issuance of the TCO or
such other certificate for the Garage.
4. In the event that Miami-Dade County determines that this License
Agreement creates an ad-valorem tax liability, the City and NWS
shall cooperate in a challenge to such a determination, at NWS's
sole cost and expense. However, if such a challenge is not
successful, the NWS shall be responsible for the payment of such
ad-valorem taxes.
5. The provisions of this License Agreement may be amended,
modified or released by a written instrument executed by NWS and
the City.
6. Invalidation of any of these covenants by judgment of Court shall
not affect any of the other provisions, which shall remain in full
force and effect.
7. All rights, remedies and privileges granted herein shall be deemed
to be cumulative and the exercise of any one or more shall neither
be deemed to constitute an election of remedies, nor shall it
preclude the party exercising the same from exercising such other
additional rights, remedies or privileges.
MIA 179787028v1 11/1/2007 2
8. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Florida, both substantive and remedial, without
regard to principles of conflict of laws. The exclusive venue for any litigation
arising out of this Agreement shall be Miami-Dade County, Florida, if in State
court, and the U.S. District Court, Southern District of Florida, if in federal court.
BY ENTERING INTO THIS AGREEMENT, DEVELOPER AND OWNER
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL
BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF,
THIS AGREEMENT.
igned, witnessed, executed and acknowledged on this ~ day of
~, 2007.
IN WITNESS WHEREOF, NWS, and the City have caused these
presents to be signed in their name by their proper officials.
[SIGNATURE PAGES FOLLOW]
MIA 179787028v1 11/1/2007 3
Witnesses: NEW WORLD SYMPHONY, INC.,
A Flori anot-for-profit corporation
Sig ature ~
HOWARD HERRIN ,Preside t
Print Name 541 Lincoln Road
Miami Beach, Florida 33139
Signature
L...:.Yr~C~y• ~~'~t~si.hs
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by Howard
Herring , as President of New World S m hon Inc. a Florida not-for-
profit corporation, on behalf of the corporation. He i ersonall known to me r
has produced , as identification.
Witness my signature and official seal this~1~`day of /1~OVFMBf ~ , 2007.
~,~a" LESLEY-ANN E. wRioH'r Nota Public, State of F orida at Large
'~ ' MY COMMISSION # ODQ'54475
EXPIRES March 22, 2011 ~~~~~ ~~y ~i ~ (~~~~
•~~~•'~
~p7)398A163 °0"' Print~l ame
My Commission Expires: p3~~fZo~~
MIA 179787028v1 11/1/2007 4
Witnesses:
Signature
Print Name
Signature
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S'U Yd \ l `
53., '~ \ ,
M '. • }~~ ~
CI. ' `(~F M ~B`~aCH, CITY CLERK
Robert Pa~-eher ,: ;, ,
~~
APPROVED AS TO FORM
& LANGUAGE & FOR EXECUTION
CITY OF MIAMI BEACH
Matti H. Bower, Mayor
l~ ~q o -~
Date
I.IIYH
Date
lJ ?~$ O ,
Dat
APPROVED AS TO
FORM & LANG T ON
~ FOR EXEC
i fir- f '~
Date
MIA 179787028v1 11/1/2007
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