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HomeMy WebLinkAboutReso 2023-3491RESOLUTION NO. 2023 - A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A PARKING LICENSE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH, FLORIDA, AND JP MORGAN CHASE BANK, NA, FOR PARKING SPACES ALONG ATLANTIC BOULEVARD, BETWEEN 177TH DRIVE AND 175TH TERRACE, ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, JP Morgan Chase Bank, NA ("Chase") approached the City requesting parking spaces for automobiles owned by Chase's employees; and WHEREAS, the City and Chase desire to enter into an non-exclusive Parking License Agreement for ten (10) parking spaces along Atlantic Boulevard, between 177th Drive and 1751h Terrace for a monthly fee of Two Thousand Five Hundred Dollars ($2,500.00), plus sales tax, attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA AS FOLLOWS: Section 1. Approval of Parking License Agreement. The Parking License Agreement by and between the City of Sunny Isles Beach and JP Morgan Chase Bank, NA for use of ten (10) parking spaces along Atlantic Boulevard, between 177th Drive and 175th Terrace for a monthly fee of Two Thousand Five Hundred Dollars ($2,500.00), plus sales tax, attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Parking License Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Agreement. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED thl Larisa Svechin, Mayor R2023 Chase Bank Parking Agreement Page 1 of 2 Mauricib Betancur, SMC, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: alerie Vicente, City Attorney Moved by:�k ',��(�?� f,+ Seconded by: IL ' �✓% Vote: Mayor Svechin Vice Mayor Joseph Commissioner Lama Commissioner Stuyvesant..-y.�-&f. Commissioner Viscarra ✓(yes) (No) (Yes) (No) Yes) (No) Yes) (No) (Yes) (No) @BCL@E0063851.docx Page 2 of 2 PID: 143695 CITY OF SUNNY ISLES BEACH NONEXCLUSIVE PARKING LICENSE AGREEMENT This Nonexclusive Parking License Agreement (this "Agreement") is made as of day of Mf IL 2023 (the "Effective Date"), by and between the CITY OF SUNNY ISLES BEACH, a municipal corporation (the "City") and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association ("Chase"). RECITALS WHEREAS, Chase is in need of additional employee parking in connection with the Chase Bank located at 17760 Collins Avenue, Sunny Isles Beach, FL 33160; and WHEREAS, the City and Chase (collectively referred to as "the Parties") desire to enter into a nonexclusive parking license agreement for ten (10) parking spaces along Atlantic Boulevard between 177"' Drive, and 175th Terrance, as more particularly described and depicted in Attachment "A" to this Agreement, which is incorporated herein by reference (the "Property"); and NOW, THEREFORE, in consideration of the execution and delivery of this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Recitals. The foregoing recitals are true and correct and are incorporated herein in their entirety. 2. Use of the Property. The City hereby licenses to Chase the right to use, on a nonexclusive basis, ten (10) parking spaces located within the Property (the, "Parking Spaces"), as depicted in Attachment "A", for use by Chase employees. The license includes Chase's right to use, in common with others, the common areas of the Property, including any gates, driveways and sidewalks, to the extend necessary for reasonable access to and from the Parking Spaces. No other use of the Property is permitted without the express written permission from the City. Any vehicles not parked within the Parking Spaces and/or not displaying the parking permit from the City will be ticketed by the City's Code Compliance Division. 2.1 Limitations on Use of the Parking Spaces. Chase agrees that the use of the Parking Spaces is for passenger vehicles only. All vehicles parked on the Parking Spaces pursuant to this Agreement shall be free of leaking substances. Any fluid leaks, such as oil and gas, shall be cleaned up promptly by Chase. The washing, repairing or painting of vehicles on the Parking Spaces is also strictly prohibited. Chase shall not permit the parking of any derelict vehicles on the Parking Spaces. As used herein, a "derelict vehicle" shall mean an old and dilapidated motor vehicle that is: (a) partially dismantled or wrecked; or (b) cannot be self-propelled or moved in the manner in which it originally was intended to move; or (c) does not display a current license plate. 3. License Fee. Chase shall pay a monthly fee of Two Thousand Five Hundred Dollars ($2,500.00), plus sales tax, for nonexclusive use of the Parking Spaces. Should the sales tax rate change under the Florida Sales Tax Statute or other applicable statutes, Chase shall pay the City the amounts reflective of such changes. The payments shall be remitted to the City's Finance Department and due no later than the 1 st day of each month. First month payment shall be remitted to the City within fifteen (15) days following the Effective Date, provided City has delivered Chase all necessary documents to set up payments, as set forth in Section 16 below. Chase will be required to pay any City parking application fees or permit fees. Chase shall be required to pay a three percent (3%) increase annually for each subsequent anniversary year under this Agreement. 4. Term. Subject to the Parties rights to terminate the Agreement as set forth in Section 12, this Agreement shall remain in effect on a month-to-month basis. 5. Notice. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by overnight mail, registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the Parties (or their successors) at the following addresses: If to the City: Stan Morris City Manager City of Sunny Isles Beach 18070 Collins Avenue Fourth Floor Sunny Isles Beach, Florida 33160 Tel: (305) 792-1701 With a copy to: City Attorney Office City of Sunny Isles Beach 18070 Collins Avenue Fourth Floor Sunny Isles Beach, Florida 33160 Tel: (305) 792-1767 If to Chase: JPMorgan Chase Bank, National With a copy to: Association JPMorgan Chase Bank, National 1111 Polaris Parkway Association Mail Code OH 1-0241 1111 Polaris Parkway Columbus, Ohio 43240-2050 Mail Code OH1-0274 Attn: Property Administration Columbus, Ohio 43240-2050 Manager Attn: Real Estate Strategic Plan Director With a copy to: JPMorgan Chase Bank, National Association Legal Department 1111 Polaris Parkway Mail Code OHI -0152 Columbus, Ohio 43240-2050 Attn: Real Estate Counsel 6. Improvements. No structures or improvements of any kind shall be placed upon the Parking Spaces without prior written approval of the City. 7. Maintenance. Chase shall keep and maintain the Parking Spaces within the Property in good and clean condition, including the regular removal of all litter and trash. Except for Tenant's Page 2 of 6 requirements set forth herein, the City shall maintain the Property in compliance with all laws. 8. Indemnification. This Agreement is one of licensing of property and is not a bailment. The Parties agree that the City shall not assume any responsibility for the vehicles licensed to be parked within the Parking Spaces under this Agreement and the contents therein. Chase, as a material part of the consideration to be rendered to the City under this Agreement, to the extent permitted by law, hereby waives all claims against the City, its agents servants or employees for loss, theft or damage to vehicles licensed to be parked within the Parking Spaces under this Agreement and the contents therein. To the extent permitted by law, and except to the extent caused by the sole negligence or intentional misconduct of the City, Chase shall indemnify, defend and hold the City, its employees and public officials, agents, and servants harmless from, and on account of, any damage or injury to any person, or to the property, goods, wares and merchandise of any person, arising from the use of the Parking Spaces by Chase's employees. Chase agrees to add the City as an additional insured under its general liability insurance policy. Notwithstanding anything contained in the Agreement to the contrary, Chase shall have the right to self -insure for any insurance requirements contained herein. 9. Assumption of Risk. All property belonging to Chase or any of their parking patrons of the Parking Spaces authorized under this Agreement shall be at the risk of Chase or such other person only. Except for the intentional or sole negligent actions of the City or its agents or employees, the City, its employees and public officials, and agents shall not be liable for injury to persons, or damage to, or theft of, or misappropriation of such property by any means whatsoever resulting from the use of the Parking Spaces under this Agreement. Chase shall give prompt notice to the City in case of any such injury, damage, theft, or misappropriation. In case any action or proceeding should be brought against the City by reason of any obligation on Chase's part to be performed under the terms of this Agreement or arising from any act or negligence of Chase, or of its agents or employees, Chase, upon written notice from the City, shall defend the City at Chase's expense, by counsel reasonably satisfactory to the City. 10. Compliance with Law. Chase shall comply with all applicable state, county and City laws and ordinances in fulfilling its responsibilities under this Agreement. Chase agrees that the Parking Spaces shall only be used by its employees. 11. Assignability. Chase shall not assign this Agreement or any portion thereof, without the prior written consent of the City. 12. Termination. Either party shall have the right to terminate this Agreement with immediate effect on written notice to the other party. 13. Attorneys' Fees. In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to receive from the other party the reasonable attorneys' fees, costs and disbursements and court costs incurred by the prevailing party through the trial and all appellate levels and including any of same incurred in connection with enforcement of judgments and other collection costs. 14. Binding. The provisions of this Agreement shall be binding upon the Parties thereto and their respective successors and/or assigns. Page 3 of 6 15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. 16. Payment Documents. The City agrees to provide to Chase the required forms and information necessary to make payments under this Agreement, including but not limited to a W-9 form issued by the Internal Revenue Service and a Landlord Contact Information Form. 17. Broker. Chase and the City each represent to the other that it has not dealt with a real estate broker in connection with this Agreement. 18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Agreement, the Parties hereto may execute and exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. 19. Authority; Consent. Each of the Parties hereto represents and warrants to the other that the person executing this Agreement on behalf of such party has the full right, power and authority to enter into and execute this Agreement on such party's behalf. Chase and the City represent and warrant to other that there are no parties whose consent is required to this Agreement, and each party shall indemnify, defend and hold the other harmless from any damages or liability, including reasonable attorneys' fees and court costs, incurred as a result of the other parties' failure to obtain any such required consents. 20. OFAC. Chase and the City each represents and warrants to the other that neither it, nor any of its affiliates or agent(s) acting on behalf of it with respect to this Agreement (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the "Order"); (ii) is listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of the OFAC or any other applicable requirements contained in any enabling legislation or other executive orders in respect of the Order (the Order and such other rules, regulations, legislation,or orders are collectively called the "Orders"); (iii) is engaged in activities prohibited in the Orders; or (iv) has been convicted, pleaded nolo contendere, indicted, arraigned or detained on charges involving money laundering or predicate crimes to money laundering. 21. Code of Conduct. The City and Chase each respectively agree that (i) it does not support bribery and corruption, and (ii) it will comply with laws regarding bribery and corruption as such laws may apply to the conduct of its business. [SIGNATURE PAGE TO FOLLOW] Page 4 of 6 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate on the day and year first written above. ATTEST: BY: �� 1 Mauricio B tanc CMC City Clerk ;. Department Head JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national Il5rAfijW9Q&ya othy Westall 06.2023-03-31 13:02:53 EDT Signature Print Name Executive Director Title CITY F SLE BEACH BY: Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY. ® 'Fp� Vale 'e Vicente, City A�ttorn—ey- Page 5 of 6 IM y,t` I.'.hY�x .y."fid � Nea' � 2 .�� •+u- � . �`t r�h., t . 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