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HomeMy WebLinkAboutR-2025-122 South Broward Hospital District Modified Parking License AgreementRESOLUTION NO. 2025-122 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, AUTHORIZING THE REPLACEMENT OF THE APPROVED LICENSE AGREEMENT AUTHORIZED DURING THE JULY 8TH, 2025 CITY COMMISSION MEETING IN ORDER TO ADDRESS CERTAIN CONCERNS RAISED BY LICENSEE; AND FURTHER AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE THE REPLACEMENT LICENSE AGREEMENT WITH SOUTH BROWARD HOSPITAL DISTRICT TO USE PARKING SPACES LOCATED IN THE CITY PARKING GARAGE UPON PAYMENT OF APPLICABLE FEES; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on July 8, 2025, the City Commission authorized the proper City officials to execute a License Agreement with South Broward Hospital District which will allow use of twenty (20) parking spaces located in the City Parking Garage adjacent to City Hall. The cost to the parties to use these spaces will be a base use fee of One Hundred Twenty-Five Dollars ($125.00) per space per month; and WHEREAS, subsequent to the meeting, South Broward Hospital District requested certain clarifications to the agreement, which are substantive and require City Commission authorization, which modified agreement is attached and incorporated by reference into this resolution as Exhibit A. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. On July 8, 2025, the City Commission authorized the proper City officials to execute a License Agreement with South Broward Hospital District which will allow use of twenty (20) parking spaces located in the City Parking Garage adjacent to City Hall. The cost to the parties to use these spaces will be a base use fee of One Hundred Twenty-Five Dollars ($125.00) per space per month. That modified License Agreement is attached as Exhibit “A”, and it is made a part of and is incorporated into this Resolution by this reference. Section 2. That the City Manager and City Attorney are authorized to make revisions to such Agreement as are deemed necessary and proper in the best interests of the City, including but not limited to the number of spaces and the base use fee amount. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. RESOLUTION #2025-122 2 Section 4. That this Resolution shall take effect ten (10) days after passage and adoption. PASSED AND ADOPTED on August 26, 2025. Motion by Commissioner Lewellen, second by Vice Mayor Salvino. FINAL VOTE ON ADOPTION: Unanimous X Yes No Commissioner Lori Lewellen ____ ____ Commissioner Luis Rimoli ____ ____ Commissioner Archibald J. Ryan IV ____ ____ Vice Mayor Marco Salvino ____ ____ Mayor Joyce L. Davis ____ ____ ATTEST: ERIN MCCLENDON JOYCE L. DAVIS DEPUTY CITY CLERK MAYOR APPROVED AS TO FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY 1 PARKING LICENSE AGREEMENT THIS PARKING LICENSE AGREEMENT (this “Agreement”) is entered into as of the day of ____ , 2025, by and between the CITY OF DANIA BEACH, a Florida municipal corporation, having an address at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 (“City or “Licensor”) and SOUTH BROWARD HOSPITAL DISTRICT D/B/A MEMORIAL HEALTHCARE SYSTEM (“Licensee”), 3111 Stirling Road, Hollywood, Florida 33312. RECITALS A. Licensor the owner of a municipal parking garage with a street address of 49 Park Avenue East, Dania Beach, Florida (“Garage”), located on the real property legally described in Exhibit A attached hereto and made a part hereof (the “Garage Property”). B. Licensee has requested that Licensor grant to Licensee the right to use twenty (20) parking spaces within Licensor’s parking garage. C. Licensor has excess parking available in the Garage, and Licensor is willing to do so on the terms herein set forth. NOW, THEREFORE, for and in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows: 1. Parking Spaces. Subject to all of the terms and conditions of this Agreement, including those set forth herein below, Licensee shall have a right and license to use twenty (20) parking spaces (the “Parking Spaces”) in the Garage, subject to the following terms and conditions: a. The Parking Spaces available for Licensee’s use will be located within the Garage. b. The Parking Spaces shall be used by Licensee on a non-exclusive basis Monday through Friday, 8AM-5PM in the common with Licensor and other parties to whom the right to use parking spaces in the Garage has been or is hereafter granted. Neither Licensee nor Licensee’s employees shall park in any parking spaces that are marked reserved or otherwise designated for the exclusive use of Licensor or third parties. c. Licensee’s right to use the Parking Spaces shall terminate upon the expiration or earlier termination or cancellation of the Agreement as provided in paragraph 2 below. d. This Agreement and the lease of the Parking Spaces is personal to the Licensee named herein and may not be assigned to any other party without the prior written consent of Licensor. e. Licensor reserves the right at all times to determine the nature and extent of all common areas and shall have exclusive control and management thereof. Licensor shall have the right to close all or a portion of the common areas to discourage non-customer parking, to prevent a dedication thereof to public use or otherwise to prevent the acquisition of public rights in such areas. Licensor reserves the right to use or permit the use of the common areas for any purpose which, in Licensor’s sole opinion, may be in the best interest of the City. 2 f. If requested by Licensor, Licensee shall furnish to Licensor or its designated agent the state automobile license numbers assigned to Licensee’s vehicles and those of its employees who will use Parking Spaces. Following at least one (1) prior written notice of violation, Licensor or Licensor’s designated agent shall have the right to bill Licensee a fee of Twenty-Five Dollars ($25.00) per day per vehicle parked in violation of this provision. g. If Licensee provides notice to Licensor of the inability of Licensee to use twenty (20) Parking Spaces more than once in a month, Licensor shall provide Licensee with twenty (20) Parking Spaces exclusively for Licensee and marked “Reserved”. The details of the aforementioned Parking Spaces shall be negotiated in good faith by the parties upon the triggering of this clause. 2. Term. The term of this Agreement (the “Term”) shall commence upon the full execution and delivery of this Agreement by both parties and shall continue for twelve (12) months. After the Initial Term, this Agreement shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”), until terminated by either party upon thirty (30) days’ prior written notice to the other party. Notwithstanding the foregoing or any provision herein to the contrary, Licensor, at its sole discretion and upon ten (10) business days prior notice to Licensee, may decrease the number of Parking Spaces provided to Licensee; provided, however, if Licensor elects to decrease the number of Parking Spaces provided to Licensee, then Licensee shall have the right to immediately terminate the Agreement upon notice to Licensor. 3. Consideration. As consideration for Licensee’s use of the Parking Spaces, Licensee shall pay to Licensor a fee (the “Fee”) in the amount of $125.00 per Parking Space, per month, for a total of $2,500.00 per month for all twenty (20) Parking Spaces. The Fee shall be due and payable on the first day of each month during the Term and shall be payable without prior demand or notice therefore, and without any deduction, recoupment, set off or counterclaim. Additionally, Licensee is solely responsible for the payment of any and all applicable taxes or assessments of any kind imposed by any governmental authority having jurisdiction over all or any part of the Building and measured by or with respect to the Fee (other than federal or state income tax) payable by Licensee pursuant to the terms of this Agreement, including, without limitation, any applicable State of Florida sales tax. 4. Default. If Licensee shall fail to timely pay the Fee when due, or shall otherwise fail to observe or perform any other terms or condition of this Agreement (and such failure shall remain uncured for ten (10) business days after written notice from Licensor to Licensee), Licensor shall have the right to terminate this Agreement, and/or pursue any other rights or remedies available at law or in equity. 5. Insurance. 5.1 Required Coverage. Beginning on the Commencement Date, and throughout the Term, Licensee shall maintain Commercial General Liability Insurance naming the City as an Additional Insured, written on a carrier licensed to do business in Florida with an AM Best rating of A- or better. Coverage must include, at a minimum: (i) Premises Operations, (ii) Products and Completed Operations, (iii) Blanket Contractual Liability, (iv) Personal Injury Liability, and (v) Expanded Definition of Property Damage. The minimum limits acceptable are $1,000,000 Per Occurrence, $2,000,000 Per Location Aggregate. The use of an excess/umbrella liability policy to achieve the limits required by this paragraph will be acceptable as long as the terms and conditions of the excess/umbrella policy are no less restrictive than the underlying Commercial General Liability policy. 5.2 Adequacy of Insurance Coverage. City has the right to periodically review the adequacy of the insurance coverage required by this Agreement. The City may request a change in the insurance coverage if the requested change is reasonable, customary, and commonly available. 3 5.3 Evidence of Insurance. Licensee must provide satisfactory evidence of the required insurance to the City. Satisfactory evidence of insurance is either: (i) a certificate of insurance; or (ii) a certified copy of the actual insurance policy 5.4 Cancellations and Renewals. All insurance policies must specify that they are not subject to cancellation or non-renewal without a minimum of 45 days notification to the Licensee; and a minimum of 10 days notification for non-payment of premium. Licensee will provide the City a minimum of 30 days written notice if any policies are cancelled or non-renewed, and 10 days written notice for non-payment of premium. 6. Indemnification. Licensee agrees to and shall release, indemnify, defend and hold harmless the City, and their respective agents, employees, consultants, officers, directors, owners, appointed and elected officials and representatives, from any and all liability, claims, damages, expenses, actions, and costs of actions (including attorney’s fees and costs, and attorneys’ fees and costs on appeal), of any kind and nature arising or growing out of or in any way connected with Licensee’s negligence, willful misconduct or default under this Agreement or connected with the use, occupancy of the Garage, the and the parking spaces. 7. Liability. City shall not be liable for any loss or damage to the property of Licensee or the property of the patrons, invitees, and customers, and employees of Licensee, whose vehicles are parked in Parking Spaces under this Agreement. Both parties are political subdivisions of the State of Florida. Therefore, neither party shall be held liable under any contract, negligence, strict liability, or other legal or equitable theory for any amounts exceeding the limits set for tort liability in Section 768.28 of the Florida Statutes. These limits apply to all types of claims related to this Agreement and are not limited to tort liability. Furthermore, nothing in this document shall be interpreted as a waiver of either party's sovereign immunity under Section 768.28 of the Florida Statutes. 8. Notices. All notices of any kind, whether required, anticipated, or convenient, related to this Agreement, shall be in writing, and shall be deemed sufficiently made or given when delivered personally, or by courier service or, if mailed, by certified mail, postage prepaid, return receipt requested, addressed as follows, or as may be requested by either party hereto from time to time by like notice given to the other party: To Licensor: City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Attn: Ana M. Garcia, ICMA-CM, City Manager With copies to: City Attorney City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Attn: Eve A. Boutsis 4 To Licensee: South Broward Hospital District 3111 Stirling Road Hollywood, Florida 33312 Attn: Property Management With copies to: South Broward Hospital District 3111 Stirling Road Hollywood, Florida 33312 Attn: General Counsel 9. Payment: Payments due from Licensee under this Agreement shall be payable to the City, at the following address: Dania Beach Finance Department City Hall 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 10. Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Florida. The exclusive venue for any lawsuit arising from, related to, or in connection with this Agreement shall be in the state courts of the Seventeenth Judicial Circuit in and for Broward County, Florida. 11. License. This Agreement constitutes a license and does not rise to the level of a real property interest in the Garage, and the Parking Spaces. Nothing in the License is intended nor shall be construed to create an employer/employee or agent relationship. 12. No Assignment or Sub-Lease. Licensee shall not assign, transfer, sub-lease or otherwise hypothecate, pledge, or encumber this Agreement or Licensee’s rights under this Agreement, nor shall Licensee permit or suffer any person or entity other than its employees, guests and invitees to use or occupy all or any part of the parking spaces without City’s prior written consent, which consent may be withheld in City’s sole discretion. 13. Insurance. Licensee shall, at its cost, procure and maintain and keep in force at all times thereafter during the Term the following insurance with respect to the Parking Spaces: (a) Commercial General Liability Insurance with contractual liability coverage for the Parking Spaces a single limit of $1,000,000 per occurrence; (b) Workmen's Compensation and Employer's Liability Insurance in the amounts required by the laws of the State of Florida; (c) automobile liability insurance covering any owned, non-owned, leased, rented or borrowed vehicles of Licensee with limits no less than $1,000,000 combined single limit for property damage and bodily injury, and (d) such other insurance as the City may reasonably require and which is permitted by law. Prior to the Commencement Date, Licensee shall deliver to the City copies of the aforementioned policies. 5 14. Public Records Law. Public Records Law. Nothing in the Lease requires either party to violate applicable law. Without limitation of the foregoing, neither party will be deemed to be in breach of the Lease for withholding records when such release is not permitted by law, or for disclosing information when disclosure is required by law. The City understands that Licensee is a Political Subdivision of the State of Florida and, as such, is subject to Ch. 119, Fla. Stat., commonly known as the Public Records Law. Nothing herein requires either party to waive any privileges or disclose any item entitled to be kept confidential under the law including, without limitation, material protected under attorney client privilege, attorney work product privilege, and Medical Review Committee privilege and Trade Secrets as defined by Florida Law. A request to inspect or copy public records relating to this Agreement must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Licensee of the request, and the Licensee shall provide any non-exempt records to the City or allow the records to be inspected or copied within a reasonable time at the cost that would not exceed the cost allowed by law. All records stored electronically that are not entitled to be kept confidential under the law must be provided to the City, upon request, in a format that is compatible with the information technology systems of the City. Failure of the Licensee to provide public records to the City within a reasonable time or allowable cost may be subject to penalties under Sec. 119.10, Fla. Stat., and may be cause for termination of the License by the City, in addition to any other remedies available under the Contract or by law. 15. Entire Agreement: Amendments. This Agreement comprises the entire agreement and understanding of the parties, and all prior negotiations, correspondence, proposals, verbal understandings and other prior documents are superseded and hereby merged into this Agreement, which shall not be amended or modified except by a formal written instrument executed by the parties hereto. 16. WAIVER OF JURY TRIAL. LICENSOR AND LICENSEE HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANY OTHER WITH RESPECT TO ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO, LICENSEE’S USE OF THE PARKING SPACES, AND/OR ANY CLAIM OF INJURY OR DAMAGE. SIGNATURES ON THE FOLLOWING PAGES 6 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY: CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation ATTEST: ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR APPROVED FOR FORM AND CORRECTNESS: ANA M. GARCIA CITY MANAGER EVE A. BOUTSIS CITY ATTORNEY 7 LICENSEE: Witnesses: South Broward Hospital District d/b/a Memorial Healthcare System Signature Signature PRINT Name PRINT Name Signature Title PRINT Name STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, on ______ , 2025, by ________________________, as _______________ of South Broward Hospital District. He/She is personally known to me or has produced ____________ as identification. NOTARY PUBLIC My Commission Expires: State of Florida