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Home My WebLink AboutSEOPW-CRA-R-03-0019Item 21 D RESOLUTION NO. SEOPW/CRA R- 0 3 — � q A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN PARK WEST COMMUNITY REDEVELOPMENT AGENCY (the "CRA") AUTHORIZING THE CRA TO ENTER INTO A LEASE FOR A TERM OF NINETY NINE (99) YEARS WITH THE BLACK ARCHIVES, HISTORIC AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION (THE "BLACK ARCHIVES") IN THE FORM ATTACHED HERETO AS EXHIBIT A AND MADE A PART HEREOF (THE "LEASE") WITH RESPECT TO THE PROPERTY ADJACENT TO THE LYRIC THEATER LOCATED AT THE CORNER OF NORTHWEST "SECOND AVENUE AND NORTHWEST EIGHTH STREET, MIAMI, FLORIDA ("P-7"). WHEREAS, the CRA is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Community Redevelopment Area established pursuant to the Redevelopment Plan; WHEREAS, the CRA desires to lease property known as P-7 to the Black Archives to enable the Black Archives to expand the historic Lyric Theater. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AS FOLLOWS: Section 1. Recitals and finding contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this section. Section 2. The Board of Directors of the CRA hereby authorize the CRA to enter into the Lease with the Black Archives in the form attached hereto as Exhibit A. Section 3. This Resolution shall be effective immediately upon adoption. S]EOPW/CRA 03-- 19 PASSED AND ADOPTED this 31st day of March, 2003. Arthur E. Teele, Jr., Chairman Priscilla Thompson Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: William R. Bloom Holland & Knight LLP CRA Special Counsel MIA1 #1212486 v1 SEOPW/CRA 0 3 - 19 LEASE THIS LEASE is made and entered into as of this day of March, 2003, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida ("Landlord") and BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida not -for -profit corporation ("Tenant"). RECITALS A. Landlord is the owner of that certain real property located in the City of Miami, Miami -Dade County, Florida which is more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Leased Premises"). B. Landlord desires to lease the Leased Premises to Tenant and Tenant desires to lease the Leased Premises from Landlord on the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the foregoing recitals are true and correct and incorporated herein by this reference, and further agree as follows: SEOpW / CRA 03- 19 ARTICLE 1 DEMISE OF LEASED PREMISES Section 1.1 Leased Premises. Landlord, for and in consideration of the rents, covenants and conditions herein set forth, does hereby lease the Leased Premises to Tenant, and Tenant does hereby lease the Leased Premises from Landlord, subject to the terms, conditions and provisions hereof. ARTICLE 2 - LEASE TERM Section 2.1 Lease Term. The term of this Lease shall be ninety-nine (99) years (the "Term"), commencing on the Effective Date, as hereinafter defined (the "Commencement Date") Section 2.2 End of Term. Upon the termination of this Lease, whether by expiration, default, eviction, or otherwise, the Leased Premises, shall, be free and clear of all claims to or against them by Tenant or any third person claiming by through or under Tenant, and free and clear of all liens, security interests, and encumbrances arising by, through or under Tenant. At the expiration or earlier termination of this Lease, all alterations, improvements, additions and utility installations constructed on the Leased Premises, shall become the property of Landlord and remain upon and be surrendered with the Leased Premises on the date of termination or expiration of this Lease. 2 SEOPW/C. 03" 19 ARTICLE 3 - RENT, TAXES AND UTILITIES Section 3.1 Rent. Commencing on the Commencement Date, Tenant agrees to pay Landlord, for the use and occupancy of the Leased Premises, base annual rent ("Base Annual Rent") in the amount of One and No/100 Dollars ($1.00) per year, which rent shall be payable on March 1st of each year, together with sales tax, if any, due in connection therewith. All such Base Annual Rent shall be paid to Landlord in legal tender of the United States at the address to which notices to Landlord are to be given or to such other party or to such other address as Landlord shall designate from time to time by written notice to Tenant. Section 3.2 Taxes. From and after the Commencement Date, Tenant shall pay or cause to be paid as additional rent hereunder, all real and personal property taxes levied on or assessed against the Leased Premises, if any. Tenant shall make all such payments directly to the appropriate charging or taxing authority before delinquency and before any fine, interest, or penalty shall become due or be imposed by operation of law for their nonpayment. In the event Landlord receives any tax bills with respect to the Leased Premises, Landlord shall promptly forward same to Tenant for payment. Section 3.3 Utilities. From and after the Commencement Date, Tenant shall pay, when due and payable, all charges for water, heat, gas, electricity, cable, trash disposal, sewers and any and all other_ utilities used upon the Leased Premises throughout the Term. Tenant shall be responsible for all utility deposits, if any. SEOPW/CRA 3 03- 19 ARTICLE 4 - - USE OF PREMISES Section 4.1 Permitted Use. Tenant shall not be permitted to use the Leased Premises except for parking and the construction of improvements associated with the Lyric Theater. The "Lyric Theater" shall mean the historic theatre located at 819 N.W. 2nd Avenue, as same may be expanded from time to time. Section 4.2 Hazardous Materials. Section 4.2.1 Definitions. "Hazardous Materials" shall mean any material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive or corrosive, including, without limitation, petroleum, PCBs, asbestos, materials known to cause cancer or reproductive problems and those materials, substances and/or wastes, including infectious waste, medical waste, and potentially infectious biomedical waste, which are or later become regulated by any local governmental authority or the United States Government, including, but not limited to, substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, the Resource Conservation and Recovery Act, 42 U.S.C. §6901; all corresponding and related local statutes, ordinances and regulations, including without limitation any dealing with underground storage tanks; and in any other SEOPW/CRA 4 03. 49 environmental law, regulation or ordinance now existing or hereinafter enacted (collectively, "Hazardous Materials Laws") Section 4.2.2 Use of Premises by Tenant. Tenant hereby agrees that Tenant and Tenant's officers, directors, employees, representatives, agents, contractors, subcontractors, successors, assigns, licensees, sub -licensees, concessionaires, invitees and any other occupants of the Leased Premises (for purpose of this Section, referred to collectively herein as "Tenant Representatives") shall not use, generate, manufacture, refine, produce, process, store or dispose of, on, under or about the Leased Premises or transport to or from the Leased Premises in the future for the purpose of generating, manufacturing, refining, producing, i storing, handling, transferring, processing or transporting Hazardous Materials, except in compliance with all applicable Hazardous Materials Laws. Furthermore, Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Tenant or any of Tenant's Representatives of any Hazardous Materials on the Leased Premises, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Leased Premises. Section 4.2.3 Notice of Hazardous Materials Matters. Each party hereto (for purposes of this Section, "Notifying Party") shall immediately notify the other party (the "Notice Recipient") in writing of: (a) any enforcement, clean-up, removal or other governmental or regulatory action instituted, contemplated or SEO.PW/CRA 5 ®3- 19 1 ( threatened concerning the Leased Premises pursuant to any Hazardous Materials Laws; (b) any claim made or threatened by any person against the Notifying Party or the Leased Premises relating to damage contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials on or about the Leased Premises; and (c) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Leased Premises including any complaints, notices, warnings or asserted violations in connection therewith, all upon receipt by the Notifying Party of actual knowledge of any of the foregoing matters. Notifying Party shall also supply to Notice Recipient as promptly as possible, and in any event within five (5) business days after Notifying Party first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Premises or Tenant's use thereof. Section 4.2.4 Indemnification by Tenant. Except with respect to the Existing Contamination, as hereinafter defined, Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord, and each of Landlord's partners (if applicable), employees, agents, attorneys, shareholders, officers, directors, trustees, successors and assigns (collectively, Landlord together with all of such persons and entities are hereinafter referred to as the "Indemnified Parties"), free and harmless from and against any and all claims, actions, causes of action, liabilities, penalties, forfeitures, damages, losses or expenses (including, without limitation, attorneys' fees and costs through litigation and all appeals) or 6 SE®PW/CRA 03- 19 death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by (a) any contamination resulting from any act or omission of Tenant or Tenant's Representatives (b) Tenant's failure to comply with any Hazardous Materials Laws with respect to the Leased Premises, or (c) a breach of any covenant, warranty or representation of Tenant under this Section. Tenant's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean-up or detoxification or decontamination of the Leased Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or Tenant Representatives I (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant. The foregoing indemnity shall survive the expiration. or sooner termination of this Lease. Section 4.2.5 . Existing Contamination. Landlord and Tenant acknowledge that the Phase II Environmental Site Assessment Report prepared by ATC Associates, Inc. dated January 20, 2003, a copy of which is attached hereto as Exhibit "B" and made a part hereof (the "Environmental Report") reveals the existence of .Hazardous Materials on the Leased Premises (the "Existing Contamination"). Landlord and Tenant further acknowledge that the Miami -Dade County Environmental Resources Management ("DERM") has been provided with a copy of the Environmental Report and other information regarding the Leased SEOPW/CRA 7 03- 19 Premises and has issued the letter dated February 26, 2003, a copy of which is attached hereto as Exhibit "C" and made a part hereof (the "DERM Letter") which indicates that no remediation of the Existing Contamination is required at this time since the Leased Premises was found to be eligible on August 27, 1991 for the Abandoned Tank Restoration Program (the "ATRP") which is a State of Florida petroleum cleanup program and therefore no remediation is required until State of Florida funding becomes available. Section 4.2.6 Assessment and .Remediation. In the event that DERM, or such other governmental authority having jurisdiction and enforcement responsibilities under the Hazardous Material Laws, notwithstanding ATRP, requires assessment, remediation or other handling, treatment or disposal of the Existing Contamination in connection with the development of the Leased Premises by Tenant in accordance with the Site Plan, Landlord, at no cost to Tenant, shall cause the Existing Contamination to be addressed as required by DERM or the appropriate authority and remediated to the extent required under applicable Hazardous Material Laws. Landlord shall promptly undertake the required remedial work (the "Remedial Work") and Landlord shall cause the Remedial Work to be performed in a manner so as to minimize interference with the Tenant's use of the Leased Premises. All Remedial Work shall be conducted (a) in a diligent fashion by licensed contractors acting under the supervision of a consulting environmental engineer; (b) pursuant to a written plan for the Remedial Work approved, as required by the applicable Hazardous Material Laws; (c) with licensed SE®PW / CR9 8 ®3r 19 contractors with such insurance coverage pertaining to liabilities arising out of the Remedial Work as is then customarily maintained with respect to such activities, as determined by Landlord; and (d) only following receipt of any permits, licenses or approvals required under the applicable Hazardous Material Laws. Landlord shall provide to Tenant any and all documents generated with respect to the Remedial Work, including, without limitation, copies of all reports, sampling and testing data, correspondence, certificates of disposal and manifests. Section 4.2.7 Contact with DERM and Governmental Authorities. Landlord shall be solely responsible for all communication with DERM and any other governmental entities regarding the Existing Contamination. Except as required under the Hazardous Material Laws, Tenant shall have no discussions with DERM or any other governmental entities regarding the Existing Contamination or send any correspondence to DERM or any other governmental entities regarding the Existing Contamination without the approval of Landlord, which approval shall not be unreasonably withheld or delayed. To the extent that Tenant is required under applicable Hazardous Material Laws to discuss or have communication with DERM or any other governmental entities regarding the Existing Contamination, Tenant shall not have any such discussions or communication without advising Landlord, in writing, of this issue(s) that Tenant believes that Tenant is legally obligated to disclose under the applicable Hazardous Materials Laws regarding the Existing Contamination and what information SF,opw/CIA 9 03- 19 Tenant intends to disclose, at least five (5) business days prior to the date Tenant intends to disclose such information. Section 4.2.8 Claims Related to Existing Contamination. If an action is filed against Tenant or any Tenant Representatives relating to the Existing Contamination ("Existing Contamination Litigation), Landlord, at no cost to Tenant or any Tenant Representatives, shall employ attorneys to appear and defend the claim or action on behalf of Tenant and/or the Tenant Representatives. Landlord shall not enter into any settlement agreement binding upon Tenant or any Tenant Representatives without Tenant's prior consent which consent shall not be unreasonably withheld. Section 4.2.9 Compliance with DERM Requirements. Tenant, at its sole cost and expense, shall comply with the requirements of DERM set forth in that certain letter dated March 3, 2003 addressed to Frank Rollason, Executive Director, a copy of which is attached hereto as Exhibit "E" in connection with the development of the Leased Premises in accordance with the Site Plan. ARTICLE 5 - MAINTENANCE Section 5.1 Tenant shall be solely responsible for all aspects of the management, operation, maintenance and repair of the Leased Premises. At all times Tenant shall maintain the Leased Premises in good condition, including, without limitation all parking areas and portions of the buildings and improvements constructed thereon by Tenant. At all times Tenant shall maintain SE,OpW/CEtA 10 03- 19 the Leased Premises in compliance with all applicable city, county, state and federal laws. Section 5.2 Tenant shall pay all costs and expenses of every kind and nature in connection with the management, operation, maintenance and repair of the Leased Premises, including, without limitation, the following: Section 5.2.1 All costs and expenses associated with constructing any buildings and improvements on the Leased Premises. Section 5.2.2 All costs and expenses associated with the maintenance, repair and replacement, refurbishment and redecorating of any and all portions of the buildings and improvements constructed by Tenant on the Leased Premises including, without limitation, all electrical equipment, plumbing, heating, ventilating, air conditioning, sprinkler, life safety, security, fire alarm and other systems, equipment; furnishings and fixtures (interior and exterior, structural and nonstructural, foreseen and unforeseen) which may be constructed by Tenant on the Leased Premises. Section 5.2.3 All costs and expenses associated with complying all applicable rules and regulations of zoning authorities and all other authorities having jurisdiction over the Leased Premises, including without limitation, compliance with the Americans With Disabilities Act, Environmental Laws, and the Florida Accessibility Code. 11 SF,OPW/CRK 0 3 - 10 ARTICLE 6 - RIGHT OF ENTRY Section 6.1 Right of Entry. Landlord, or any of his agents, shall have the right, on not less than 24 hours advanced notice (except in the case of an emergency when no notice shall be required), to enter the Leased Premises during all reasonable hours to examine the same. ARTICLE 7 - GOVERNMENTAL REGULATIONS Section 7.1 Governmental Regulations. Tenant agrees to fully comply with all municipal, county, state and federal laws, ordinances, rules, regulations, standards and guidelines of any governmental entity, agency or authority having jurisdiction over the Leased Premises or Tenant's use of the Leased Premises, I including without limitation, the Americans with Disabilities Act. Tenant shall pay all costs and expenses, and shall reimburse, indemnify, and hold harmless Landlord for and against any and all costs and expenses incurred by Landlord (including, without limitation, any and all fines, civil penalties, damages, and attorneys' fees and expenses) in connection with any non-compliance with any applicable laws, including without limitation, in connection with any alterations, modifications, renovations, or accommodations required to be made to the Leased Premises or the buildings pursuant to the Americans with Disabilities Act or the Florida Accessibility Code, as amended from time to time, and any regulations now or hereafter promulgated pursuant thereto (or any violation of the aforesaid law and 12 SEOPW/CRA 03- 19 regulations), as a result of the use or occupancy of the Leased Premises by Tenant, its employees, agents and invitees. ARTICLE 8 - LIEN Section 8.1 Tenant agrees to pay all liens of contractors, subcontractors, mechanics, laborers, materialmen, and other items of like character, and agrees not to permit any mechanic's liens or other liens to be placed upon the Leased Premises or the buildings, and indemnify Landlord against all expenses, costs and charges of whatever nature, including bond premiums for release of liens and attorneys' fees and costs reasonably incurred by Landlord as a result of the filing of any such liens, judgments, or encumbrances caused or suffered by Tenant. If any such lien is made or filed, Tenant shall bond against or discharge ,the same within thirty (30) days after the same has been made or filed. In the event any such lien is filed with respect to the Leased Premises, then, in addition to any other rights or remedies of Landlord, Landlord, may, but shall not be obligated to, discharge same. The expenses, costs and charges above referred to shall be considered as rent due and shall be included in any lien for rent. Section 8.2 The Tenant shall not have any authority to create any liens for labor or material in the Landlord's interest in the Leased Premises and all persons contracting with the Tenant for the demolition or removal of any facilities or other improvements or for the erection, installation, alteration, or repair of any facilities or other improvements on or about the Leased Premises, and all materialmen, SF'®PW C 13 03- 19 j contractors, mechanics, and laborers, are hereby charged with notice that they must look only to the Tenant and to the Tenant's interest in the Leased Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant. ARTICLE 9 - INDEMNIFICATION Section 9.1 Except with respect to the Existing Contamination, Tenant, at all times, will defend, indemnify and keep harmless Landlord from all losses, damages, liabilities and expenses, including reasonable attorneys' fees and costs (including fees on appeal and in bankruptcy or insolvency proceedings), which may arise or be claimed against Landlord and be in favor of any persons, firms or corporations, for an injuries or damages to the Y in j g person or property of any persons, firms or corporations, consequent upon or arising from the use or occupancy of the Leased Premises by Tenant, or consequent upon or arising from any acts, omissions, neglect or fault of Tenant, its agents, servants, employees, licensees, visitors, customers, patrons or invitees, or consequent upon or arising from Tenant's failure to comply with any laws, statutes, ordinances, codes or regulations as herein provided. Landlord shall not be liable to Tenant for any damages, losses or injuries to the persons or property of Tenant which may be caused by the acts, neglect, omissions or faults of any persons, firms or corporations, except when such injury, loss or damage results from the gross negligence or intentional misconduct of Landlord, its agents or employees. Except with respect to the Existing Contamination, Tenant will defend, indemnify and hold harmless Landlord from all damages, liabilities, SEOpW/CRA 14 03- 19 losses, injuries, or expenses, including reasonable attorneys' fees and costs (including fees on appeal and in bankruptcy or insolvency proceedings), which may arise or be claimed against Landlord and in favor of any persons, firms or corporations, for any injuries or damages to the person or property of any persons, firms, or corporations, where said injuries or damages arose about or upon the Leased Premises. All personal property placed or moved into the Leased Premises shall be at the risk of the Tenant or the owner thereof, and Landlord shall not be liable to Tenant for any damage to said personal property. Section 9.2 Except with respect to the Existing Contamination, if Landlord is made a party to any litigation commenced against Tenant, then Tenant shall protect and hold Landlord harmless from and against and shall pay all costs, expenses and reasonable attorneys' fees incurred or paid by Landlord in connection with such litigation (including fees on appeal and in bankruptcy or insolvency proceedings). ARTICLE 10 - SURRENDER Section 10.1 Tenant agrees to surrender to Landlord, at the end of the Term and/or upon any cancellation of this Lease, the Leased Premises in as good condition as the Leased Premises were at the beginning of the Term, ordinary wear and tear excepted. Tenant agrees that if Tenant does not surrender the Leased Premises to Landlord at the end of the Term then Tenant will pay to Landlord all damages and expenses (including, without limitation, reasonable attorneys' fees SF,O-pVJ / CP. 15 03- 19 ( and costs) that Landlord may suffer on account of Tenant's failure to so surrender to Landlord possession of the Leased Premises, and will indemnify and save Landlord harmless from and against all claims made by any persons, firms or entities, including but not limited to the succeeding tenant of the Leased Premises, against Landlord on account of delay of Landlord in delivering possession of the Leased Premises to the succeeding tenant so far as such delay is occasioned by failure of Tenant to so surrender the Leased Premises in accordance herewith or otherwise. In addition to and without limiting the foregoing, in the event of holding over by Tenant after expiration or termination of this Lease without the written consent of Landlord, Tenant shall pay $10,000 per month as rent for the entire holdover period. Section 10.2 No receipt of money by Landlord from Tenant after termination of this Lease or the service of any notice of commencement of any suit or final judgment for possession shall reinstate, continue or extend the term of this Lease or affect any such notice, demand, suit or judgment. Section 10.3 No act or thing done by Landlord or its agents during the Term shall be deemed an acceptance of a surrender of the Leased Premises and no agreement to accept a surrender of the Leased Premises shall be valid unless it be made in writing and subscribed by a duly authorized officer or agent of Landlord. S-EopW/CRA 0 3- 1 16 ARTICLE 11 - INSURANCE Section 11.1 At Tenant's sole cost and expense, the Tenant shall procure and maintain throughout the Term (and any extensions thereof) for the protection of Landlord and Tenant, as their interests may appear, Commercial General Liability insurance on a coverage form at least as broad as the most recent edition of the standard Commercial General Liability Coverage Form (CG0001) published by ISO Commercial Risk Services, Inc., naming the Landlord, using an endorsement form at least as broad as the most recent edition of Additional Insured -Managers or Lessors of Premises Endorsement Form (CG2011) as published by ISO Commercial Risk Services, Inc. The limits of such insurance shall be no less than: Five Million Dollars ($5,000,000) each occurrence; Five Million Dollars ($5,000,000) general aggregate; Five Million Dollars ($5,000,000) products/completed operations aggregate; Five Million Dollars ($5,000,000) personal injury and advertising injury; Fifty Thousand Dollars ($50,000) fire damage (any one fire); and Five Thousand Dollars ($5,000) medical expense (any one person); covering bodily injury, personal injury and property damage liability occasioned by or arising out of or in connection with the use, operation and occupancy of the Leased Premises. Such Commercial General Liability insurance policy shall cover events that occur during the policy period regardless of when the claim is made. The insurance shall be primary insurance to any other insurance that may be available to Landlord. Any other insurance available to Landlord shall be non-contributing with and excess to the foregoing insurance. SEOPW/CRA 0 3 -- 19 17 ( Section 11.2 At Tenant's sole cost and expense, Tenant shall also maintain during the Term (and any extensions thereof) for the protection of Landlord and Tenant, as their interests may appear, the following insurance having at least the following limits: (i) workers' compensation, as required by state law; (ii) employer's liability insurance - bodily injury, $250,000 each accident; bodily injury by'disease, $250,000 each employee and $250,000 policy limit; and (iii) fire and extended coverage property insurance insuring Tenant's interest in the improvements and betterments to the Leased Premises against direct risk of loss, providing for limits of coverage equal to 100% of the current replacement cost value of such property, on coverage forms at least as broad as the most recent editions of the standard Building and Personal Property Coverage Form (CP0010), Boiler and Machinery Coverage Form (BM0025), Causes of Loss Special Form (CP1030), and Sprinkler Leakage -Earthquake Extension (CP1039), all as published by ISO Commercial Risk Services, Inc. Section 11.3 Prior to the Commencement Date, Tenant shall provide Landlord with the original policies evidencing the required insurance coverage, together with a copy of the actual additional insured endorsement issued onto the Commercial General Liability policy, naming the Landlord as an additional insured. The carriers providing the insurance coverage shall be obligated to provide the Landlord with thirty days' advance written notice of any cancellation, material change or non -renewal of the insurance coverage, and the certificates evidencing such insurance shall so provide. Tenant shall provide renewal certificates to Landlord at SEOPW/CR9 18 03 19 ( least thirty (30) days prior to expiration of such policies. All insurance required hereunder shall be provided by companies that have a general policy holder's rating of not less than "A' and a financial rating of not less than Class "X" in the most current edition of Best's Insurance Reports, and shall otherwise be in a form acceptable to Landlord. Section 11.4 Notwithstanding anything to the contrary herein, to the extent of insurance proceeds received by it with respect to any loss, Landlord and Tenant hereby waive any right of recovery against the other for any loss or damage sustained by it with respect to the buildings, the Leased Premises, any of their contents thereof, or operations therein, whether or not such loss or damage is caused by the fault or negligence of the other party. Tenant shall obtain from its insurance carriers under policies of insurance relating to the buildings or the Leased Premises and maintained by it at any time during the Term a waiver of all rights of subrogation which the insurer of Tenant has or may have against the Landlord, and Tenant shall indemnify and hold harmless the Landlord from and against any claim, loss or expense, including, without limitation, reasonable attorneys' fees, resulting from the failure of Tenant to obtain such waiver. Section 11.5 If, because of Tenant's failure to comply with any of the foregoing provisions, Landlord is deemed a co-insurer by its insurance carriers, then any losses, expenses or damages which Landlord shall incur by reason thereof, including, without limitation, attorneys' fees and costs, shall be borne by Tenant, shall be due and payable to Landlord on demand, shall bear interest at the 19 SE®PW/C . 03- 1.49 maximum legal rate permitted by law from the date of demand until paid in full, and shall be considered additional rent hereunder. Tenant acknowledges that Landlord makes no representation that the limits of coverage which Tenant is required to maintain hereunder are adequate to protect Tenant, and Tenant agrees, at Tenant's expense, to obtain and maintain such insurance, with such coverage limits, as Tenant deems adequate to fully cover the types of losses set forth in this Article 11, as well as such additional insurance as Tenant deems advisable. If Tenant fails to procure and maintain the insurance required hereunder, Landlord may, but shall not be obligated to, procure such insurance at Tenant's expense and Tenant shall reimburse Landlord on demand for all costs, expenses and premiums, including, without limitation, attorneys' fees, incurred by it in connection therewith, together with interest thereon at the maximum rate permitted by law, from the date of demand until paid in full, such amounts to be deemed additional rent hereunder. ARTICLE 12 - FIRE OR OTHER CASUALTY Section 12.1 Tenant shall have the option of terminating this Lease by written notice to Landlord within thirty (30) days after the date of such damage or commence and proceed with reasonable diligence to restore the buildings to substantially the same condition in which it was immediately prior to the happening of the casualty. If Tenant elect not to restore the Leased Premises, the insurance proceeds shall be paid to Landlord. S O'PWICI 20 03- 19 Section 12.2 All costs and expenses for reconstruction of the buildings and the Leased Premises shall be borne by Tenant, and Landlord shall make the insurance proceeds available for reconstruction. Section 12.3 If the Leased Premises or any other portion of the buildings are damaged by fire or other casualty, the rent hereunder shall not be diminished during the repair of such damage and Tenant shall be liable for the cost of the repair and restoration of the buildings to the extent such cost and expense is not covered by Tenant's insurance proceeds. ARTICLE 13 - QUIET POSSESSION Section 13.1 Upon payment by Tenant of the rents herein provided, and upon the observance and performance of all terms, provisions, covenants and conditions on Tenant's part to be observed and performed, Tenant shall, subject to all of the terms, provisions, covenants and conditions of this Lease, peaceably and quietly hold and enjoy the Leased Premises for the Term against all persons claiming by, through or under Landlord. ARTICLE 14 - NET LEASE Section 14.1 This Lease is what is commonly called a "Net, Net, Net Lease" or "Triple -Net Lease", it being understood that Landlord shall receive the rent, and additional rent, set forth in this Lease free and clear of any and all other impositions, taxes, liens, charges or expenses of any nature whatsoever, and 21 SEOPW/CRA. 03- 19 without any deductions therefrom, in connection with the ownership of the Leased Premises and Tenant's use, maintenance and operation of the Leased Premises and the buildings, except for State and/or Federal income taxes now or hereafter imposed upon the payments received by Landlord. ARTICLE 15 - RADON GAS Section 15.1 Tenant is hereby advised that radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. ARTICLE 16 - BROKER Section 16.1 Tenant represents and warrants to Landlord that no broker rendered services in connection with this transaction. Tenant shall defend, indemnify and hold Landlord harmless from and against any damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising from or in connection with any claims for fees or compensation made by any other broker or finder in connection with this transaction. 22 S]EOP'W / C. 03- 19 ARTICLE 17 - RELATIONSHIP OF PARTIES Section 17.1 Nothing contained in this Lease shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent, or of partnership, or of joint venture, between the parties hereto, it being understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. ARTICLE 18 - CONDEMNATION Section 18.1 ,Interest of Parties on Condemnation. If the Leased Premises or any part thereof shall be taken by condemnation as a result of any action or proceeding in eminent, domain, or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, the interests of Landlord and Tenant in the award or consideration for such transfer, and the allocation of the award and the other effects of the taking or transfer upon this Lease, shall be as provided by this Section. Section 18.2 Total Taking — Termination. If the entire Leased Premises is taken or so transferred, this Lease and all right, title and interest hereunder shall cease on the date title to such land so taken or transferred vests in the condemning authority. SEOPW/CRA 03- 19 23 Section 18.3 Partial Taking' -Termination. In the event of the taking or transfer of only a part of the Leased Premises, leaving the remainder of the Leased Premises in such location, or in such form, shape or reduced size as to be not effectively and practicably usable for the permitted uses described in Article 4 hereof, as determined by Tenant in its sole discretion, then this Lease and all right, title and interest thereunder will be terminated on the date title to such land so taken or transferred vests in the condemning authority. Section 18.4 Partial Taking - Continuation. In the event of a taking or transfer of only a part of the Leased Premises leaving the remainder thereof in such location and in such form, shape or size as to be used effectively and practicably in the sole discretion of Tenant, for the permitted uses described in Article 4 hereof, this Lease shall terminate as to the portion of the Leased Premises so taken or transferred as of the date title to such portion vests in the condemning authority, but shall continue in full force and effect as to the portion of the Leased Premises not so taken or transferred. Section 18.5 Allocation of Award. In the event of any such taking by the exercise of the power of eminent domain, Landlord shall be entitled to damages in the amount of the fair market value of the Leased Premises taken by the condemning authority, and Tenant shall be entitled to make a separate claim only for (a) the fair market value of the buildings and improvements constructed by Tenant on the Leased Premises and (b) moving expenses and the value of its personal property so taken, and Tenant shall have no claim against Landlord for 8P,® W/CRA 24 0 3 - 19 the value of an unexpired term of the Lease. In the event that the court having jurisdiction of the eminent domain proceedings shall fail to make separate awards and judgments with respect to the respective interests of Landlord and Tenant, and such amounts cannot be agreed upon between the parties hereto, or there is a dispute, then such matters shall be submitted to arbitration to be conducted in the Miami -Dade County, Florida, in accordance with the then existing rules of the American Arbitration Association. ARTICLE 19. ASSIGNMENT AND SUBLEASE Section 19.1 Tenant may not assign, transfer, sell or otherwise convey this Lease or any interest of Tenant herein, in whole or in part, or sublet the whole or any part of the Leased Premises or permit the Leased Premises or any part thereof to be used or occupied by others, without the written consent of Landlord. Any purported assignment or sublease shall be null and void. ARTICLE 20 - ADDITIONS, ALTERATIONS AND REMOVALS Section 20.1 Tenant shall not make any structural alterations or improvements to the Leased Premises without the prior written consent of Landlord, which consent shall not 'be unreasonably withheld, provided, however, Landlord's approval shall not be required in connection with the improvements shown on Exhibit "D" attached hereto and made a part hereof (the "Site Plan"). Any alterations or construction of improvements performed by Tenant hereunder shall be performed in a good, workmanlike manner and shall be completed free of liens. In the event that a lien S-B()-pW/CRA 25 03-m 19 shall be filed against the Leased Premises in connection with the construction of such improvements or alterations, Tenant shall within thirty (30) days of the filing thereof cause such lien to be removed and released or shall have same transferred to bond. In the event that Tenant shall fail to cause the removal or transfer of such lien within such thirty (30) day period, Landlord shall, but shall not be obligated to, release or transfer such lien and Tenant shall upon demand pay to Landlord all sums paid by Landlord in connection therewith. ARTICLE 21 - USE OF PARKING LOT Section 21.1 Tenant covenants and agrees to make any parking lot which may be constructed on the Leased Premises available for use by guests and invitees of local businesses in the area and the general public when not required in connection with the operation of the Lyric Theater at market rates and subject to such reasonable rules and regulations that the Tenant may impose relating to the use of such parking space. Section 21.2 In the event that Tenant, with the consent of Landlord pursuant to Section 20.1, elects to construct a parking structure on the Leased Premises, Tenant covenants and agrees to make not less than eight (8) parking spaces in the parking structure located on the Leased Premises available for use by guests and invitees of local businesses in the area and the general public, when not required in connection with the operation of the Lyric Theater at market rates and subject to such SEOPWICRk 03- 19 26 reasonable rules and regulations that Tenant may impose relating to the use of such parking facility. Section 21.3 In the event that Tenant, with the consent of Landlord pursuant to Section 20.1, elects not to utilize the Leased Premises for parking but elects to utilize the Leased Premises for other improvements required in connection with the Lyric Theater, then in such event, Tenant, as a condition of such use, shall make not less than eight (8) parking spaces available for use by guests and invitees of local businesses in the area and the general public, when not required in connection with the operation of the Lyric Theater at market rates and subject to such reasonable rules and regulations that Tenant may impose relating to the use of such parking spaces, which parking spaces shall be located within two hundred fifty (250) feet of the Leased Premises. ARTICLE 22 - DEFAULTS AND REMEDIES Section 22.1 Defaults. The occurrence of any of the following events shall constitute an "Event of Default": Section 22.1.1 Attachment or Other Levy. The subjection of any right or interest of Tenant in the Leased Premises, to attachment, execution or other levy, or to seizure under legal process, if not released within thirty (30) days. Section 22.1.2 Appointment of Receiver. The appointment of a receiver to take possession of the Leased Premises, or of Tenant's interest in the leasehold sEOPW/CRA 03 19 27 j estate or of Tenant's operations on the Leased Premises, for any reason, which appointment is not vacated within sixty (60) days. Section 22.1.3 Insolvency: Bankruptcy. An assignment by Tenant for the benefit of creditors, or the filing of a voluntary petition by Tenant or entry by a court of competent jurisdiction of a decree or order granting relief in an involuntary case against Tenant, under any law for the purpose of adjudicating Tenant a bankrupt; or for extending time for payment, adjustment or satisfaction of Tenant's liabilities; or reorganization, dissolution, or arrangement on account of, or to prevent bankruptcy or insolvency; unless, in case of such that are involuntary on Tenant's part, such assignment(s), petitions or other proceedings, and all consequent orders, adjudications, custodies and supervisions are dismissed, vacated or terminated within sixty (60) days after the assignment, filing or other initial event. Section 22.1.4 Default in Payment of Performance Under this Lease. Failure of Tenant to pay any installment of Base Annual Rent or any impositions or other monetary obligations of any nature whatsoever required to be paid by Tenant under this Lease when due and payable; or failure of Tenant to observe or perform any of its other covenants, conditions or agreements under this Lease which is not cured within thirty (30) days after written notice; or the breach of any warranties or representations of Tenant under this Lease which is not cured within thirty (30) days after written notice. SEOPW/CRA 28 03- 19 Section 22.1.5 Closure of the Lyric Theater. If the Lyric Theater ceases to operate for a period of one (1) year, except for renovation or reconstruction. Section 22.2 Remedies. Upon the occurrence of an Event of Default Landlord may pursue all remedies available at law or in equity. ARTICLE 23 - LYRIC THEATER DEVELOPMENT Section 23.1 Tenant has represented to Landlord that Tenant intends to develop the Leased Premises substantially in accordance with the Site Plan in connection with the rehabilitation and expansion of the, Lyric Theater. If Tenant has not developed the Leased Premises substantially in accordance with the Site Plan, subject to modifications which have been approved by Landlord, which approval shall not be unreasonably withheld, within six (6) years from the date hereof, Landlord at any time thereafter may terminate this Lease upon thirty (30) days prior written notice to Tenant. ARTICLE 24 MORTGAGES Section 24.1 Tenant shall have the right from time to time to mortgage and otherwise encumber its rights under this Lease, in whole or in part, by leasehold mortgage (a "Leasehold Mortgage") in favor of a mortgagee (a "Mortgagee"), provided that any such Leasehold Mortgage is in favor of and recognizing a financial institution, such as a bank, savings and loan, pension fund, insurance company, savings bank, real estate investment trust, federal, state or municipal 29 SEOPW/CRA 03- 1.19 governmental agency, or bureau, whether such be local, national or international. Tenant shall provide Landlord with a copy of any such Leasehold Mortgage. There shall be no subordination of Landlord's fee simple interest in the Leased Premises nor shall Landlord be required to join in such mortgage financing. No Leasehold Mortgagee may impose any lien upon Landlord's fee simple interest in the Leased Premises. The granting of the Leasehold Mortgage against the Lease Premises shall not operate to make the Mortgagee thereunder liable for any performance of any of the covenants or obligations of Tenant under this Lease except in the case of the Mortgagee is in possession of all or a portion of the Leased Premises, and then only for its period of possession. Section 24.2 An executed counterpart or a certified true copy of each Leasehold Mortgage shall be delivered to Landlord, together with written notice, specifying the name and address of such Leasehold Mortgage to which notices shall be sent. The holder of such Leasehold Mortgagee shall become entitled to notice as hereinafter provided pursuant to this Article 24. Landlord agrees, subject to all the terms of this Lease, not to accept voluntary surrender, termination, modification of this Lease at any time while such Leasehold Mortgage shall remain a lien on the Leased Premises. It is further understood and agreed that any such Mortgagee shall not be bound by any modification of this Lease unless such modification is made with the prior written consent of such Mortgagee and no sale or transfer of the Leased Premises or any portion thereof to Tenant shall terminate this Lease by SE®PW/CRA 0 3 - 19 30 merger or otherwise so long as the lien of a Leasehold Mortgage remains undischarged. The foregoing is not meant to prohibit a sale of the fee to Tenant. Section 24.3 No notice of Tenant's default shall be deemed to have been given by Landlord to Tenant, unless and until a copy has been given to each Mortgagee who shall notify Landlord of its name, address and its interest in the Leased Premises, prior to Landlord's issuance of such notice. Tenant irrevocably directs that Landlord accept, and Landlord agrees to accept, performance and compliance by such Mortgagee of and with any of the terms of this Lease with the same force and effect as though kept, observed or performed by Tenant; but Landlord shall not be obligated to accept such performance and compliance if, at such time, Landlord shall not be furnished with evidence reasonably satisfactory to Landlord of the interest in this Lease claimed by the party intending such performance and compliance. Nothing contained herein shall be construed to impose any obligation upon such Mortgagee to so perform or comply on behalf of Tenant. ARTICLE 25 - GENERAL PROVISIONS Section 25.1 'Tenant's Authoritv. Tenant and each individual signing this Lease on behalf of Tenant represents and warrants that they are duly authorized to sign on behalf of and to bind Tenant and that this Tenant is a duly authorized obligation of Tenant. Upon the request of Tenant, Tenant shall provide to Landlord such documentation evidencing such authority. Sp OPW/C 03- 19 31 Section 25.2 Conditions and Covenants. All of the provisions of this Lease shall be deemed as running with the land, and constructed to be "conditions" as well as "covenants" as though the words specifically expressing or imparting covenants and conditions were used in each separate provision. Section 25.3 Survival of Indemnities. All representations, warranties and indemnities of Tenant under this Lease shall survive the expiration or sooner termination of this Lease. Section 25.4 No Waiver of Breach. No failure by either Landlord or Tenant to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Lease, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Lease, but each and every covenant, condition, agreement and term of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach. Section 25.5 Notices. Unless otherwise specifically provided in this Lease or by law, any and all notices or other communications required or permitted by this Lease or by law to be served on, given to, or delivered to any party to this Lease shall he writing and shall be deemed duly served, given, delivered and received when personally delivered (including confirmed overnight delivery service to the party to whom it is directed), or in lieu of such personal delivery, when three (3) 32 oww/CRA 03- 19 business days have elapsed following deposit thereof in the United States mail, first-class postage prepaid, certified, return receipt requested, addressed to: LANDLORD: Southeast Overtown/Park West Community Redevelopment Agency of the City of Miami 300 Biscayne Blvd., Suite 430 Miami, Florida 33131 Attn: Executive Director Fax: 305-381-7319 WITH A COPY TO: Holland & Knight, LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 Attn: William R. Bloom, Esq. Fax: 305-789-7799 and WITH A COPY TO: Alejandro Vilarello, Esq. City Attorney 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130-1910 Fax: 305-416-1801 TENANT: Black Archives, History and Research Foundation of South Florida, Inc. 5400 N.W. 22nd Avenue Suite 101, Bldg. C Miami, FL 33142 Attn: Executive Director Fax: (305) 636-2391 WITH A COPY TO: Bilzin Sumberg Baena Price & Axelrod LLP 2500 Wachovia Financial Center 200 South Biscayne Boulevard Miami, Florida 33131-2336 Attn: Albert E. Dotson, Jr., Esq. Fax: 305-374-7583 SE4PW / CRA 33 Either party may change its address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in its paragraph. Section 25.6 Captions. Captions in this Lease are inserted for convenience of reference only and do not define, describe or limit the scope or the intent of this Ground Lease or any of the terms thereof. Section 25.7 Entire Agreement. This. Lease contains the entire agreement between the parties regarding the subject matter hereof Any oral or written representations, agreements, understandings and/or statements not incorporated herein shall be of no force and effect. Section 25.8 Waivers and Amendments. No modification, waiver, amendment, discharge or change of this Lease shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. Section 25.9 Memorandum of Lease. Tenant and Landlord will promptly execute duplicate originals of a memorandum of lease in the form attached hereto as Exhibit'Y', in recordable form that will constitute a short form of this Lease. Section 25.10 Attorney's Fees. The prevailing party shall be entitled to recover, in addition to all other items of recovery permitted by law, reasonable attorneys' fees and costs incurred through litigation, bankruptcy proceedings and all appeals and post judgment proceedings. SE®PWICRA 03- 19 34 Section 25.11 Time. Time is of the essence of each obligation of each party hereunder. Section 25.12 Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of Florida. Section 25.13 Binding Effect. Subject to any provision of this Lease that may prohibit or curtail assignment of any rights hereunder, this Lease shall bind and inure to the benefit of the respective heirs, assigns, personal representatives, and successors of the parties hereto. Section 25.14 Severability. If any term, provision, covenant or condition of this Lease is held by a court of competent jurisdiction to be invalid, void or 1 unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 25.15 Counterparts. This Lease may be executed in one or more Counterparts, each of which shall be deemed an original and when taken together will constitute one instrument. Section 25.16 Effective Date. The "Effective Date" of this Lease shall be the date this Lease is executed by Landlord and Tenant SECPW/CRA 03- 19 35 IN WITNESS WHEREOF, this Lease has been executed on the respective dates set forth below. WITNESSES: LANDLORD: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida Print Name: By: Name: Frank Rollason Its: Executive Director Print Name: Date Executed: ATTESTATION APPROVED FOR LEGAL SUFFICIENCY Percilla A. Thompson, Clerk of the Board William R. Bloom, Esq. Holland & Knight LLP, Special Counsel APPROVED CITY OF MIAMI RISK MANAGEMENT DEPARTMENT SEOPW/CRA 03- 19 36 Print Name: Print Name: TENANT: THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a not -for -profit corporation Name: Cnrcael--a C se Its: + r�:��___-C1�a,rmon, c� Dirern�; Ord Date Executed:ti, r�r,,-)nc3 SEOPW/CRA 03- 19 37 STATE OF FLORIDA ) SS COUNTY OF MIANH-DADS ) The foregoing instrument was acknowledged before me this day of , 2003 by Frank Rollason, as Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, a body corporate and politic of the State of Florida, on behalf of the Community Redevelopment Agency, who is personally known to me or who has produced as identification and who did/did not take an oath. Printed Name: Notary Public My Commission Expires: STATE OF FLORIDA ) ) SS COUNTY OF AM4M-DADE ) The foregoing instrument was acknowledged before me this day of , 2003 by as Executive Director of The Black Archives, History and Research Foundation of South Florida, a not -for -profit corporation, on behalf of the corporation, who is personally known to me or who has produced as identification and who did/did not take an oath. Printed Name: Notary Public My Commission Expires; MIA1 #1197826 v6 SEOPW/C 03- 19 EXHIBIT "A' LEGAL DESCRIPTION OF LEASED PREMISES THE SOUTH 10 FEET OF LOT 36 AND LOTS 37, 44 AND 45 LESS THE WEST 7.5 FEET THERE, BLOCK 36, P.W. WHITES RESUB, PLAT BOOK B, PAGE 34, MIAMI-DADE COUNTY, FLORIDA. SEOMC 0 3 r- 19 a EXHIBIT "B" Copy of Phase II Environmental Assessment 40 SF,®PWl C 03-- 10 A S S O C I A T E S I N C. Phase II Environmental Site Assessment Report Proposed City of Miami Parking Lot P-7 801 Northwest 2nd Avenue Miami, Florida 33136 Folio No. 01-0103-060-1220 ATC Project No. 31.19623.0062 Phase II Environmental Site Assessment Report Proposed City of Miami Parking Lot P-7 801 Northwest 2" d Avenue Miami, Florida 33136 Folio No. 01-0103-060-1220 ATC Project No. 31.19623.0062 Prepared by: ATC Associates Inc. 9955 Northwest 116 Way, Suite 1 Miami, Florida 33178 January 20, 2003 SE®PW/Cif. 03- 19 Phase II Environmental Site Assessment Report Proposed City of Miami Parking Lot P-7 801 Northwest 2"d Avenue Miami, Florida 33136 Folio No. 01-0103-060-1220 ATC Project No. 31.19623.0062 Prepared For: City of Miami Community Redevelopment Agency 300 Biscayne Boulevard Way, Suite 43)0 Miami, Florida 33131 January 20, 2003 Prepared Btu: ATC Associates Inc. 9955 Northwest 116th Way, Suite 1 Miami, Florida 33178 d' %O'z Gre . Mohr, P.G. Project Manager va"A� 1A PA, =i✓ T o ias E. Mesk, P , CFEA Project Manager �0 ,Wlc �a �� -1-V TABLE OF CONTENTS 1.0 INTRODUCTION........................................:..........................................................................1 2.0 SOIL AND GROUNDWATER ASSESSMENT PROCEDURES.........................................2 3.0 GROUNDWATER ANALYTICAL RESULTS.....................................................................5 4.0 CONCLUSIONS AND RECOMMENDATIONS...................................................................7 LIST OF APPENDICES APPENDIXA........................................................................................................Figures & Tables APPENDIX B ...................................Laboratory Analytical Reports and Chain of Custody Record S.E®PW / CR A. 03- 19 1 Phase 11 Fnvironmental ,S Assessment Report 801 Northwest 2 Avenue 1.0 INTRODUCTION At the request of the City of Miami — Community Redevelopment Agency (CRA), ATC Associates Inc. (ATC) conducted a Phase II Environmental Site Assessment (Phase II ESA) for the proposed City of Miami Parking Lot P-7 (P-7). The Site is located at the northeast corner of Northwest 2nd Avenue and Northwest 8th Street in Miami, Florida. The site is currently a vacant grass and dirt covered lot surrounded by a chain link fence. The site was historically developed as an automotive service station and ATC previously identified groundwater impacts on this site during a Limited Phase II ESA investigation conducted in October 2000. Figure 1, Appendix A, includes a map depicting the site layout. The recent Phase II ESA was implemented in an effort to investigate the extent of soil and/or groundwater contamination, which may have resulted from former onsite automotive service station activities. The Phase II ESA activities were performed in accordance with the scope of services outlined in ATC Proposal Number 31-2002-1202060, dated December 24, 2002 SE,OPW / CRAA 03- 19 ATC Project Number 31.19623.0062 Page 1 Phase Il Environmental ( Assessment Report 801 Northwest 2"' Avenue 2.0 SOIL AND GROUNDWATER ASSESSMENT PROCEDURES Historical Soil and Groundwater Assessment Activities Soil assessment activities were initially accomplished at the subject property by ATC on June 12, 2000. During this field event, a backhoe was utilized to excavate a series of 18 test pits. The test pits were performed to determine if potential underground storage tanks (USTs) may still be present at the site and to provide soil vapor quality data. During the performance of the test pits three, relict product lines were encountered along the southern portion of the site. Further excavation revealed a large rectangular area of previously excavated soil that had subsequently been backfilled. As shown on Figure 1, Appendix A, this area is thought to have been the location of former USTs. Further excavation along the abandoned product lines encountered a smaller area of disturbed soil along the western margin of the site. This area is thought to have been the location of a former fuel dispenser island. The location of these features is consistent with information observed during an ATC review of the historical aerial photographs of the subject property. As noted previously, 18 soil excavation test pits were performed on the subject property in June 2000. The soil excavation test pits were advanced to a total depth of approximately seven feet below land surface (BLS), which resulted in ,penetration of the surface of the groundwater table. Soil samples were collected during the performance of each of the test pits for organic vapor headspace screening. The duplicate soil samples were placed in half-filled, 16-ounce glass jars and covered with aluminum foil. The headspace within the jars was then field screened using a Foxboro Model 128 Organic Vapor Analyzer equipped with a flame ionization detector (OVA/FID). In case of a positive response, an activated carbon filter was used to estimate the concentration of naturally occurring methane and/or ethane gas within the duplicate sample. The filtered hydrocarbon reading is subtracted from the total hydrocarbon reading to yield a corrected vapor content indicative of petroleum -"related compounds. No detectable hydrocarbon vapor concentrations were encountered in the test pit vadose soil samples screened during the referenced investigation. SEOPW/O ' 03- 19 ATC Project Number 31.19623.0062 Page 2 Phase II Environmental s' Assessment Report 801 North%vest 2"' Avenue 1 I Historical assessment of the groundwater at this site was accomplished through the installation and sampling of two shallow monitoring wells in October 2000. One monitoring well, designated MW=1, was installed in the center of the suspect former UST area. The second monitoring well, designated MW-2, was installed in the center of the suspect former dispenser island area. One existing shallow monitoring well (designated as MW-3) was previously installed by others on the subject property. These locations are shown on Figure 1, Appendix A. Soil samples were also collected for organic vapor headspace screening during the referenced monitoring well installations. No detectable hydrocarbon vapor concentrations were encountered during the monitoring well installations. Current Soil and Groundwater Assessment Activities Two additional monitoring wells, designated MW-4 and MW-5 were installed on the northern and eastern margins of the site. The monitoring wells were installed in these locations in an effort to provide potential delineation of the previously identified groundwater impacts. Both monitoring wells were installed using the hollow -stem auger drilling method to a total depth -of approximately 14 feet BLS, and were constructed of two-inch diameter, flush -threaded Schedule 40 PVC casing and 0.010-inch slotted PVC screen. The shallow monitoring wells were installed with ten feet of well screen and approximately four feet of solid PVC riser. Approximately two feet of the well screen was set above the water table, with approximately eight feet of well screen extending into the upper water -bearing zone. No water was added to the formation during installation of the monitoring wells. The locations of monitoring wells MW-1 through MW-5 are shown on Figure 1, Appendix A. To prepare the new and existing monitoring wells for sampling, each well was purged of five well volumes utilizing a low flowrate peristaltic pump. Groundwater samples were then collected from the monitoring wells and submitted for analysis of Volatile Organic Aromatics (gasoline), by EPA Method 8021B, Polynuclear Aromatic Hydrocarbons (diesel fuel) by EPA Method 8310, and Petroleum Range Organics (weathered petroleum and oil) by the Florida Department of Environmental Protection (FDEP) FL -PRO Method. SEOPVi1/C p3-- 19 ATC Project Number 31.19623.0062 Page 3 Phase 1I Environmental Assessment Report 801 Northwest 2"' Avenue All groundwater sampling was conducted in general accordance with FDEP approved Quality Assurance Quality Control Plan Number 890174. Groundwater quality samples were submitted to Envirodyne Inc., a state -certified laboratory for analyses following chain of custody protocol. A copy of the laboratory analytical reports and chain of custody record are contained in Appendix B. SEOPW/c 03- 19 ATC Project Number 31.19623.0062 Page 4 Phase II Environmental 5' Assessment Report 801 Northwest 2"' Avenue 3.0 GROUNDWATER ANALYTICAL RESULTS Review of the current groundwater analytical data from monitoring wells MW-1 through MW-5 suggests a discharge of petroleum compounds either at or within the vicinity of the site. During the January 3, 2003 sampling event, concentrations of both Polynuclear Aromatic Hydrocarbons (PAHs) and Petroleum Range Organics (PROS) were detected. During the October 26, 2000 sampling event, concentration of PAHs, PROS, and Volatile Organic Aromatics (VOAs) were identified in the groundwater at this site. During the most recent sampling event, four individual PAH compounds were detected in. comparison to the ten PAH compounds previously detected during the October 26, 2000 sampling event. The four PAH compounds detected and respective concentrations were 1- Methylnaphthalene (0.17 ug/L), 2-Methylnaphthalene (24 ug/L), Acenaphthene (0.18 u&Q, and Fluorene (0.10 ug/L). Only the 2-Methy1naphthalene concentration detected in MW-4 resulted in an exceedance of the applicable Miami -Dade County Chapter 24-11 Groundwater Criteria of 20 ug/L. The detected 2-Methylnaphthalene concentration however, is below the Florida Administrative Code (FAC) Chapter 62-777 Table V, Natural Attenuation Default Source Concentration of 200 ug/L. Current and historical groundwater quality concentrations and applicable regulatory guidance concentrations are summarized in Table 1, Appendix A. Copies of the laboratory analytical reports and the chain of custody record are contained in Appendix B. Laboratory results of the VOAs analysis during the January 3, 2003 sampling event did not indicate any compounds above the laboratory detection limit of 1.0 ug/L. These data compare favorably to the October 26, 2000 sampling event when a Benzene groundwater quality exceedance of 5.3 ug/L was detected in MW-2. Current and historical groundwater quality concentrations and applicable regulatory guidance concentrations are summarized in Table 1, Appendix A. Copies of the laboratory analytical reports and the chain of custody record are contained in Appendix B. SrwPW/CFA 03- 1 ATC Project Number 31,19623.0062 Page 5 Phase 11 Environmental ( Assessment Report 801 Northwest 2"d Avenue Laboratory results of the PROs analysis ranged from 0.57 mg/L (MW-5) to the highest detected concentration of 2.4 mg/L (MW-4). The detected concentrations were all below the applicable Miami -Dade County Chapter 24-11 Groundwater Criteria of 5 mg/L. SEOPW / CRA 02 `"' 19 ATC Project Number 31.19623.0062 Page 6 Phase II Environmental I` Assessment Report 801 Northwest 2"` Avenue 4.0 CONCLUSIONS AND RECOMMENDATIONS Based on the findings of this assessment, evidence of groundwater contamination was identified along the northern portion of the site, adjacent to the Lyric theater property. The groundwater contamination was indicated by the presence of an isolated 2-Methylnaphthalene concentration of 24 ug/L and a PROS concentration of 2.4 mg/L. While the groundwater impacts do not appear to be significant or widespread, if the detected compounds and concentrations were reported to the Miami -Dade Department of Environmental Resources Management (DERM), it is possible they would issue the responsible property owner a Notice of Violation (NOV) and Orders for Corrective Action (OCA). These notices typically require the owner of such properties to conduct farther assessment, remediation, and/or groundwater monitoring activities until the detected contamination has attenuated to levels at/or below regulatory guidance levels. In addition to the potential DERM issuance of an NOV, it is generally DERM policy to further limit the discharge of stormwater to portions of the site where groundwater quality meets applicable Miami -Dade County Chapter 24-11 Groundwater Criteria. Based on this consideration, it is suggested the CRA forward a copy of this report to the DERM for input prior to any proposed future development. In the event the CRA is currently preparing engineering plans to develop the property; ATC would volunteer a preliminary recommendation that all stormwater drainage structures be limited to the western, southern, oi• central portion of the site. SEOpW / CRA 03- 10 ATC Project Number 31.19623.0062 Page 7 i SEO PW / CRA 03-- 19 APPENDIX A Figures & Tables 4 SEOPW/CRA ®3- 19 W z a MW-2 SUSPECT FORMER c DISPENSER ISLAND a AREA 3 z THEATER BLDG. MW-4 • I i FORMER BUILDING LOCATION x I x MW-5 MW-3 X • I I X SUSPECT FORMER UNDERGROUND r STORAGE TANK AREA x L NW 8TH STREET LEGENDS MONITORING WELL LOCATION i PALM TREE ADDRESS. PROPOSED CITY OF MIAMI PARKING LOT P 7 DD NE CORNER OF NW 2nd Ave. & NW 8th Street Miami, Florida 'TT` SITE LAYOUT MAP 03-- 19 SCATM: 1"-20' L A r iT C PROJECT NO.: IV 31..18136.003 FIGURE: 1 TABLE 1 SUMMARY OF GROUNDWATER ANALYTICAL DATA PROPOSED CITY OF MIAMI PARKING LOT P-7 801 NW 2ND AVENUE MIAMI, FLORIDA ATC PROJECT NO. 31.19623.0062 SAMPLE DATE 10/26/00 0 1/2/03 10/26/00 1/2/03 112103 1/3/03 113/03 SAMPLE IDENTIFICATION FAC Chapter 62-777 Miami -Dade County MW-1 MW-2 MW-3 MW-4 MW-5 Natural Attenuation Chapter 24-11 PARAMETER Target I evels Groundwater Criteria ' Volatile Organic Aromatics (ug,/L) Methyl-tert-butyl-ether BDL BDL BDL BDL BDL BDL BDL 500 50 Benzene BDL BDL 5.3 BDL BDL BDL BDL 100 1 Toluene BDL BDL 6.2 BDL BDL BDL BDL 400 40 Ethylbenzene 3.3 BDL 16 BDL BDL BDL BDL 300 30 Total Xylenes 4.0 BDL 16 BDL BDL BDL BDL 200 20 Petroleum It a Or anies m /L 0.43 1.1 0.71 0.89 1.0 2.4 0.57 50 5 Dissolved Lead /l. BDL NS 5.7 NS NS NS NS _ . _ 150 15 Ethylene Dibromide L BDL NS BDL NS NS NS NS 20 0.02 Polynuclear Aromatic Hydrocarbons (ug/L) Naphthalene 4.6 BDL 5.3 BDL BDL BDL BDL 200 20 I-Methylnaphthalene 1.5 BDL 7.0 BDL BDL BDL 0.17 200 20 2-Methylnaphthalene `w 3.9 BDL 14 BDL BDL 24 BDL 200 20 Phenanthrene 0.4 BDL BDL BDL BDL BDL BDL 2,100 210 Acenaphthene BDL BDL BDL BDL BDL BDL 0.18 200 20 Acenaphthylene BDL BDL 4.7 BDL BDL BDL BDL 2,100 210 Benio(b)fluoranthene 0.22 BDL BDL BDL BDL BDL BDL 20 0.2 Benzo(g,h,l)perylene 0.24 BDL BDL BDL BDL BDL BDL 2,100 210 Benzo(a)pyrene 0.15 BDL BDL BDL BDL BDL BDL 20 0.2 Fluorene BDL BDL BDL BDL BDL BDL 0.10 2,WO 280 Fluoranthene 0.4 BDL BDL BDL BDL BDL BDL 2,8W 280 Pyrene 0.22 BDL BDL BDL BDL BDL BDL A. 210 1 BDL - Below Detectable Limits NS - Not Sampled for that Parameter. - Above Miami -Dade County Chapter 24-B Groundwater Cleanup Target Levels and Below FAC Chapter 62-777 Table V Natural Attenuation Levels 1 _ - Above FAC Chapter 62-777 Table V Natural Attenuation Levels Cp . SEOPW/CRA 03- 19 SEOPW/CRA 0 3 -Plt. to I APPENDIX B Laboratory Analytical Reports & Chain of Custody Record SEOpw/CRA 03- 19 i En virodyne ins. I CERTIFICATE OF ANALYSIS 4805 N. W. 2nd Avenue Boca Raton, FL 33437 561-989-5225 edyne@bellsouth.net ATC Associates Inc. January 7, 2003 9955 NW 116 Way Suite #1 Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- 1 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01/02/03 iSAMPLE ID: MW-1 Received on: 01/03/03 Date of Analysis: 01/04/03 8021 B AROMATIC VOLATILE ORGANICS PARAMETER RESULT DL UNITS ANALYST Benzene BDL 1.0 µg/L EMH Chlorobenzene BDL 1.0 µg/L EMH 1,2-Dichlorobenzene BDL 1.0 µg/L EMH 1,3-Dichlorobenzene BDL 1.0 µg/L EMH 1,4-Dichlorobenzene BDL 1.0 µg/L EMH Ethylbenzene BDL 1.0 µg/L EMH Methyl-tert-butyl ether BDL 1.0 µg/L EMH Toluene BDL 1.0 µg/L EMH Xylenes, Total BDL 1.0 µg/L EMH Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 SEGPW / CRA 03- 0 QA/QC Review - /� BDL=Below Detect on emit DL=Detection imit 1 En viro dyn e ins. 4805 N. W. 2nd Avenue. Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net CERTIFICATE OF ANALYSIS ATC Associates Inc. January 7, 2003 9955 NW 116 Way Suite #1 Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- l Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA i 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01 /02/03 SAMPLE ID: MW-1 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 8310 POLYNUCLEAR AROMATIC HYDROCARBONS IPARAMETER RESULT DL UNITS ANALYST Acenaphthene BDL 0.10 µg/L MLD Acenaphthylene BDL 0.10 µg/L MLD Anthracene BDL 0.10 µg/L MLD Benzo(a)anthracene BDL 0.10 µg/L MLD Benzo(b)fluoranthene BDL 0.10 µg/L MLD Benzo(g,h,i)perylene BDL 0.10 µg/L MLD Benzo(k)fluoranthene BDL 0.10 µg/L MLD Benzo(a)pyrene BDL 0.10 µg/L MLD Chrysene BDL 0.10 µg/L MLD Dibenzo(a,h)anth race ne BDL 0.10 µg/L MLD Fluoranthene BDL 0.10 µg/L MLD Fluorene BDL 0.10 µg/L MLD Indeno(1,2,3-c,d)pyrene BDL 0.10 µg/L MLD 1-Methylnaphthalene BDL 0.10 µg/L MLD 2-Methylnaphthalene BDL 0.10 µg/L MLD Naphthalene BDL 0.10 µg/L MLD Phenanthrene BDL 0.10 µg/L MLD Pyrene BDL 0.10 µg/L MLD Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 2 SEOPW / CRA 03- 19 QA/QC Review C6�1 " BDL=Below Detect on t it DL=Detection L' nit i En viro dyn e ins. CERTIFICATE OF ANALYSIS 4805 N. W. 2nd Avenue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net ATC Associates Inc. January 7, 2003 9955 NW 116 Way Suite #1 Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- 1 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01/02/03 SAMPLE ID: MW-1 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 FL -PRO TOTAL RECOVERABLE PETROLEUM HYDROCARBONS PARAMETER Petroleum Range Organics Hydrocarbon Range RESULT DL UNITS 1.1 0.40 mg/L C8-C34 Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 ANALYST MLD MLD SEOPW/CRA 03- 19 QA/QC Review BDL=Below Detection t it DL=Detection Unit 3 i En vrro dyne Inc. 4805 N. W. 2nd Avenue r" Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net CERTIFICATE OF ANALYSIS ATC Associates Inc. January 7, 2003 9955 NW 116 Way Suite #1 Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- 2 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA i 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01 /02/03 SAMPLE ID• MW-2 Received on: 01/03/03 Date of Analysis: 01/04/03 IPARAMETER 8021 B AROMATIC VOLATILE ORGANICS RESULT DL UNITS ANALYST Benzene BDL 1.0 µg/L EMH ' Chlorobenzene BDL 1.0 µg/L EMH 1,2-Dichlorobenzene BDL 1.0 µg/L EMH 1,3-Dichlorobenzene BDL 1.0 µg/L EMH i 1,4-Dichlorobenzene BDL 1.0 µg/L EMH Ethylbenzene BDL 1.0 µg/L EMH Methyl-tert-butyl ether BDL 1.0 µg/L EMH Toluene BDL 1.0 µg/L EMH Xylenes, Total BDL 1.0 µg/L EMH I Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 A SEOPW/CRA 03- 10 QA/QC Review/nim YU� BDL=Below Detecn DL=Detectio Envirodyne Inc. 4805 N. W. 2nd A venue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net CERTIFICATE OF ANALYSIS ATC Associates Inc. January 7, 2003 9955 NW 116 Way Suite #1 Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- 2 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01 /02/03 SAMPLE ID: MW-2 Received on: 01/03/03 Date of Analysis: 01/06/03 - Date of Extraction: 01/04/03 PARAMETER 8310 POLYNUCLEAR AROMATIC HYDROCARBONS RESULT DL UNITS ANALYST Acenaphthene BDL 0.10 µg/L MLD Acenaphthylene BDL 0.10 µg/L MLD Anthracene BDL 0.10 µg/L MLD Benzo(a)anthracene BDL 0.10 µg/L MLD Benzo(b)fluoranthene BDL 0.10 µg/L MLD Benzo(g,h,i)perylene BDL 0.10 µg/L MLD Benzo(k)fluoranthene BDL 0.10 µg/L MLD Benzo(a)pyrene BDL 0.10 µg/L MLD Chrysene BDL 0.10 µg/L MLD Dibenzo(a,h)anthracene BDL 0.10 µg/L MLD Fluoranthene BDL 0.10 µg/L MILD Fluorene BDL 0.10 µg/L MLD Indeno(1,2,3-c,d)pyrene BDL 0.10 µg/L MLD 1-Methyinaphthalene BDL 0.10 µg/L MLD 2-Methylnaphthalene BDL 0.10 µg/L MLD Naphthalene BDL 0.10 µg/L MLD Phenanthrene BDL 0.10 µg/L MLD Pyrene BDL 0.10 µg/L MLD Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 5 SEOPW/CRA 03► JALGO QA/QC Review �/ BDL=Below Detection t n DL=Detection L' it Envirodyne inc. 4805 N. W. 2nd A venue Boca Raton, FL 33431 1 561-989-5225 edyne@bellsouth.net t CERTIFICATE OF ANALYSIS ATC Associates Inc. January 7, 2003 9955 NW 116 Way Suite #1 Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- 2 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01/02/03 SAMPLE ID: MW-2 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 FL -PRO TOTAL RECOVERABLE PETROLEUM HYDROCARBONS PARAMETER RESULT DL UNITS ANALYST Petroleum Range Organics 0.89 Hydrocarbon Range C8-C22 Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 0.40 mg/L MLD MLD SEOpW/CRA 03- to QA/QC Review �� BDL=Below Detect tmn DL=Detection imit A Envirodyne Inc. CERTIFICATE OF ANALYSIS 4805 N. W. 2nd A venue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth. net ATC Associates Inc. January 7, 2003 9955 NW 116 Way Suite #I Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- .3 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01 /02/03 SAMPLE ID: MW-3 Received on: 01 /03/03 Date of Analysis: 01/04/03 PARAMETER 8021 B AROMATIC VOLATILE ORGANICS RESULT DL UNITS ANALYST Benzene BDL 1.0 µg/L EM.H j Chlorobenzene BDL 1.0 µg/L EMH 1,2-Dichlorobenzene BDL 1.0 µg/L EMH 1,3-Dichlorobenzene BDL 1.0 µg/L EMH f 1,4-Dichlorobenzene BDL 1.0 µg/L EMH j Ethylbenzene ' BDL 1.0 µg/L EMH Methyl-tert-butyl ether BDL 1.0 µg/L EMH Toluene BDL 1.0 µg/L EMH Xylenes, Total BDL 1.0 µg/L EMH Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 SEOPW/CRA 09- 19 QA/QC Review BDL=Below Detection t n DL=Detection Ltit 7 i Envirodyne Inc. CERTIFICATE OF ANALYSIS ATC Associates Inc. 9955 NW 116 Way Suite #1 Miami, FL 33178-5126 4805 N. W. 2nd Avenue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net January 7, 2003 Report: 2003/01039 Sample No: 2003/01039- 3 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01 /02/03 SAMPLE ID: MW-3 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 PARAMETER 8310 POLYNUCLEAR AROMATIC HYDROCARBONS RESULT DL UNITS ANALYST Acenaphthene BDL 0.10 µg/L MLD Acenaphthylene BDL 0.10 µg/L MLD Anthracene BDL 0.10 µg/L MLD Benzo(a)anthracene BDL 0.10 µg/L MLD Benzo(b)fluoranthene BDL 0.10 µg/L MLD Benzo(g,h,i)perylene BDL 0.10 µg/L MLD Benzo(k)fluoranthene BDL 0.10 µg/L MLD Benzo(a)pyrene BDL 0.10 µg/L MLD Chrysene BDL 0.10 µg/L MLD Dibenzo(a,h)anthracene BDL 0.10 µg/L MLD Fluoranthene BDL 0.10 µg/L MLD Fluorene BDL 0.10 µg/L MLD Indeno(1,2,3-c,d)pyrene BDL 0.10 µg/L MLD 1-Methylnaphthalene BDL 0.10 µg/L MLD 2-Methyl naphthalene BDL 0.10 µg/L MLD Naphthalene BDL 0.10 µg/L MLD Phenanthrene BDL 0.10 µg/L MLD Pyrene BDL 0.10 µg/L MLD Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 SEOPW/CIA 03-- 19 QA/QC Review BDL=Below Detection —Limit` DL=Detection Limit i Envirodyne Inc. 4805 N. W. 2nd Avenue Boca Raton, FL 33431 561-989- 5225 edyne@bellsouth.net CERTIFICATE OF ANALYSIS January 003 ATC Associates Inc. / 1 9955 NW 116 Way Suite #1 Report: 200039- 3 Miami, FL 33178-5126 Sample No: 2003/01039 3 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01/02/03 SAMPLE ID: MW-3 Received on: 01 /03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 FL -PRO TOTAL RECOVERABLE PETROLEUM HYDROCARBONS PARAMETER RESULT DL UNITS ANALYST Petroleum Range Organics 1.0 0.40 mg/L MLD MLD Hydrocarbon Range C8-C36 I SP,®P'W / C 03- 19 A Analysis Performed in Accordance with E.P.A. Methods C Review L/--=Below Detection lit Laboratory Certification No. E86188 DL=Detection Limit 9 Envirodyne Inc. CERTIFICATE OF ANALYSIS 4805 N. W. 2nd Avenue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net ATC Associates Inc. January 8, 1039 9955 NW 116 Way Suite #I Report: 200 Miami, FL 33178-5126 Sample No: 2003/01039039- 4 4 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01 /03103 SAMPLE ID: MW-4 Received on: 01/03/03 Date of Analysis: 01/04/03 8021 B AROMATIC VOLATILE ORGANICS PARAMETER RESULT DL UNITS ANALYST Benzene BDL 1.0 µg/L EMH Chlorobenzene BDL 1.0 µg/L EMH 1,2-Dichlorobenzene BDL 1.0 µg/L EMH 1,3-Dichlorobenzene BDL 1.0 µg/L EMH i 1,4-Dichlorobenzene BDL 1.0 µg/L EMH Ethylbenzene BDL 1.0 µg/L EMH Methyl-tert-butyl ether BDL 1.0 µg/L EMH Toluene BDL 1.0 µg/L EMH Xylenes, Total BDL 1.0 µg/L EMH h Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 10 5E®PW / CItA 03- 19 / QA/QC Review BDL=Below Detection trait DL=Detection Limit En virodyne Inc. i CERTIFICATE OF ANALYSIS ATC Associates Inc. 9955 NW 116 Way Suite #1 Miami, FL 33178-5126 4805 N. W. 2nd A venue Boca Raton, FL 33431 561-989- 5225 edyne@bellsouth.net January 8, 2003 Report: 2003/01039 Sample No: 2003/01039- 4 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL. Collected by: Your Representative Collected on: 01/03/03 SAMPLE ID• MW-4 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 PARAMETER 8310 POLYNUCLEAR AROMATIC HYDROCARBONS RESULT DL UNITS ANALYST Acenaphthene BDL 0.10 µg/L MLD Acenaphthylene BDL 0.10 µg/L MLD Anthracene BDL 0.10 µg/L MLD Benzo(a)anthracene BDL 0.10 µg/L MLD Benzo(b)fluoranthene BDL 0.10 µg/L MLD Benzo(g,h,i)perylene BDL 0.10 µg/L MLD Benzo(k)fluoranthene BDL 0.10 µg/L MLD Benzo(a)pyrene BDL 0.10 µg/L MLD Chrysene BDL 0.10 µg/L MLD Dibenzo(a,h)anthracene BDL 0.10 µg/L MLD Fluoranthene BDL 0.10 µg/L MLD Fluorene BDL 0.10 µg/L MLD Indeno(1,2,3-c,d)pyrene BDL 0.10 µg/L MLD 1-Methylnaphthalene BDL 0.10 µg/L MLD 2-Methylnaphthalene 24 0.10 µg/L MLD Naphthalene BDL 0.10 µg/L MLD Phenanthrene BDL 0.10 µg/L MLD Pyrene BDL 0.10 µg/L MLD Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 SEOPW/CRA 03- '19 QA/QC Review BDL=Below Detection tt DL=Detection lrirnit Envirodyne Inc. CERTIFICATE OF ANALYSIS 4805 N. W. 2nd A venue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net ATC Associates Inc. January 8, 2003 9955 NW 116 Way Suite #I Report: 2003/01039 Miami, FL 33178-5126 Sample No: 2003/01039- 4 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01/03/03 SAMPLE ID: MW-4 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 FL -PRO TOTAL RECOVERABLE PETROLEUM HYDROCARBONS PARAMETER RESULT DL UNITS ANALYST Petroleum Range Organics 2.4 0.40 mg/L MLD Hydrocarbon Range C8-C19 MLD Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 12 S,OPW / CRA 03- 10 QA/QC Review BDL=Below Detect on it DL=Detection Limit i Envirodyne inc. 4805 N.W. 2nd Avenue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net CERTIFICATE OF ANALYSIS January 8, 2003 ATC Associates Inc. Report: 2003/01039 9955 NW 116 Way Suite #1 Sample No: 2003/01039- 5 Miami, FL 33178-5126 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 01/03/03 SAMPLE ID• MW-5 Received on: 01/03/03 Date of Analysis: 01/04/03 8021 B AROMATIC VOLATILE ORGANICS PARAMETER RESULT DL UNITS ANALYST ne Benzene BDL 1.0 1.0 µg/L µg/L EMH EMH Chlorobenzene BDL BDL 1.0 µg/L EMH 1,2-Dichlorobenzene BDL 1. 0 µg/L EMH 1,3-Dichlorobenzene BDL 1 .0 µg/L EMH 1,4-Dichlorobenzene BDL 1.0 µg/L EMH Ethylbenzene Methyl -tort -butyl ether BDL 1.0 µg/L EMH Toluene BDL 1.0 1.0 µg/L EMH EMH Xylenes, Total BDL µg/L Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 13 SEGPw/ C 03-- 19 QA/QC Review ' BDL=Below Detect on mn DL=Detection imit Envirodyne ins. CERTIFICATE OF ANALYSIS ATC Associates Inc. 9955 NW 116 Way Suite #1 Miami, FL 33178-5126 4805 N. W. 2nd A venue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net January 8, 2003 Report: 2003/01039 Sample No: 2003/01039- 5 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on: 61/03/03 SAMPLE ID: MW-5 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 PARAMETER 8310 POLYNLICLEAR AROMATIC HYDROCARBONS RESULT DL UNITS ANALYST Acenaphthene 0.18 0.10 µg/L MLD Acenaphthylene BDL 0.10 µg/L MLD Anthracene BDL 0.10 µg/L MLD Benzo(a)anthracene BDL 0.10 µg/L MLD Benzo(b)fluoranthene BDL 0.10 µg/L MLD Benzo(g,h,i)perylene BDL 0.10 µg/L MLD Benzo(k)fluoranthene BDL 0.10 µg/L MLD Benzo(a)pyrene BDL 0.10 µg/L MLD Chrysene BDL 0.10 µg/L MLD Dibenzo(a,h)anthracene BDL 0.10 µg/L MLD Fluoranthene BDL 0.10 µg/L MLD Fluorene 0.10 0.10 µg/L MLD Indeno(1,2,3-c,d)pyrene BDL 0.10 µg/L MLD 1-Methylnaphthalene 0.17 0.10 µg/L MLD 2-Methylnaphthalene BDL 0.10 µg/L MLD Naphthalene BDL 0.10 µg/L MLD Phenanthrene BDL 0.10 µg/L MLD Pyrene BDL 0.10 µg/L MLD Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 SEOPW/CRA 03- 19 QA/QC Review BDL=Below Detec ion t n DL=Detection L' it 14 I � I 1 Envirodyne Inc. CERTIFICATE OF ANALYSIS ATC Associates Inc. 9955 NW 116 Way Suite #1 Miami, FL 33178-5126 4805 N. W. 2nd Avenue Boca Raton, FL 33431 561-989-5225 edyne@bellsouth.net January 8, 2003 Report:2003/01039 Sample No: 2003/01039- 5 Attention: Greg Mohr, P.G. Project:31.19623.0062 CRA 801 NW 2nd Avenue Miami, FL Collected by: Your Representative Collected on:•01/03/03 SAMPLE ID: MW-5 Received on: 01/03/03 Date of Analysis: 01/06/03 Date of Extraction: 01/04/03 PARAMETER FL -PRO TOTAL RECOVERABLE PETROLEUM HYDROCARBONS RESULT DL UNITS ANALYST Petroleum Range Organics 0.57 0.40 mg/L MLD Hydrocarbon Range C8-C36 MLD Analysis contained herein conform to EPA, Standard Methods and DEP approved methods. Subcontracted analyses are denoted by certification number in the analyst column. All relevant quality assurance samples were within specified control limits unless otherwise stated. Uncertainties for test results are available upon request. Envirodyne certifies its test results meets all requirements of the NELAC Standards, where applicable. For questions, please call the project manager at the number listed above. This is the last page of the report. See bottom of page for total pages. G" -" &a� b N\Q Co"N-� � Project Manager I- i Analysis Performed in Accordance with E.P.A. Methods Laboratory Certification No. E86188 lity Assprance Director -3mOPW/C , 03- 10 QA/QC Review �i BDL=Below Detec ton i tt DL=Detection Li tit 15 Envirodyne Inc. CHAIN OF CUSTUOY RECORD Page AND 4805 NW 2nd Avenue • Boca Raton, FL 33431 ANALYSIS REQUEST (561) 989-5225 • Fax (561) 989-5204 ;PROJECT NUMBER PROJECT NAMEP.O. NUMBER SAMPLE PRESERVATIVE - M13, o oG 1 PROJECT IA S b / N.,✓ �...� 03 --3 / - O �o Y TYPE � `C PROJECT LOCATION O ANALYSES REQUESTED �_ �QJ \O Q�0 ?�Q� pU% h%� `�r." /J,,e Nlia.^^' RUSH TAT O =�Q (SURCHARGE) CLIENT NAME CLIENT ADDRESS TC 3os' 1-4 ffa / j p� 33�7y' o o QJ� ti �co ❑ /7SSa cY�=s PHONE ell - rIOJ FAX - /3GC7 �Ov �J �O� i�S� �O' A E SAMPLE INFORMATION • 2 1/1/O3 %/t7 Mw 5 1 3 03 12-: M 6 7 s 9 10 SWLE COLLECTED BY ARE THESE SAMPLES LISTED O¢ CHARACTERISTIC HAZARDOUS WASTE? 0 YES O TOTAL OF ALL co tv, ARE THESE SAMPLES FRO ETROLEUM ❑ DRY CLEANER OR ❑ OTHER SITE?-I)d CONTAINERS S ND6PORT TO (PERSON) :RELINQUISHED BY ' DATE TIME RECEIVED BY DATE TIME. 19h1NP6 000NDITION LOG NUMBER dclo'. )C'lc�3 In 5 6 EXHIBIT "C" Copy of DERM Letter Dated February 26, 2003 SE®PW/CRA 03- 1.9 41 No, 805 P, 2/2 F EB. 26, 2003 4 A PM M :RM MIAMI-DADE COUNTY, FLORIDA Min ga MIAMI-DADS ENVIRONMENTAL RESOURCES MANAGEMENT POLLUTION 30Sw 2nd DIVISION SUITE'800 MIAMI, FLORIDA 33130.1540 (305) 372.6817 February 26, 2003 Frank Rollason, Executive Director CERTMMD NLAM NO, 7001 0320 0003 8097 4266 Southeast OvertownlPark West CRA R'ETUp IN RECEIPT REQUESTED 300 Biscayne Blvd. Way, Suite 400 Nfiami, FL 33131-2207 RE: Phase Il report dated 'January 20, 2003 prepared by ATC Associates, city. and submitted by g Lot the Miami -Dade County Department of Cultural Affairs for the Proposed Y of Miami. Parkin P-7(UT-3511/File-9384/DEP-139101757) located at, near, or in the vicinity of 801 NW 2 " Avenue, Miami, Mianu-Dade County, Florida. Dear Nlr, Rollason: The Pollution Re -mediation Section of the Department of Environmental Resources Management (DERM) has reviewed the document received February 25, 2003 and has determined that petroleum contan-ination still remains at the above -referenced site. However, be advised that the monitoring wells were not optimally placed in areas where contamination was documented n p eviott s arraysmenbe Additionally, soil analytical results were not provided. Therefore, the data representative of current conditions. This site was found to be eligible on August 27, 1991 for the Abandoned Tank Restoration Pros ore (ATRP), which is a state funded pam etroleum cleanup program, and the site currently priority of 11, Therefore, cleanup of this site is not required until state funding becomes available. Non - reimbursable voluntary cleanup work may be conducted at the site, as long as the work is performed in accordance with Chapter 62-770, FAC. if you have any questions regarding this letter, please contact Mario Porcelli of the Pollution Remediation Section at (305) 372-6700. Sincerely, Wilbur Mayorga, P.E., Chief Pollution Remediation Section 1W pc: Michael Spring, Director - Miami. -Dade County Department of Cultural Affairs 111 NW 11` Street, Suite 625, Miami, FL 33128 SEOPW/CRA 0 3 - 9 EXHIBIT "D" SITE PLAN OF PROPOSED IMPROVEMENTS EOPW/CRA 03- 19 42 0 tz I■ • • I♦ �� ® e Sam a - � il�ll�lc ■ ■ _— s on mom MENII Z t I WE PLAN 2 F8ICE R-M T- 3 FENM ELEVATION o�v EXHIBIT "E" DERM Letter Dated March 3, 2003 SE®PW/CRA 03- 19 43 03/07/2003 18:26 FAX 3053724646 MIAMI-DADE COUNTY, FLORIDA MIAMI-DADErt CRA [a 0 01 LQ `> 4 - �(.'4•�4. �..I� M...., ' � gift. ,:_..1�: `\\cN5.'-r` a �l\` March 3, 2003 ENVIRONMENTAL RESOURCES MANAGEMENT POLLUTION CONTROL DIVISION 33 S.W. 2nd AVENUE SUITE 800 MIAMI, FLORIDA33130.1540 (305) 372.6817 Frank Rollason, Executive Director CERTLFLED MA.lL NO. 7001 0320 0003 8097 4235 Southeast Overtown/Park West CRA RETURN RECEIPT REQUESTED 300 Biscayne Blvd. Way, Suite 400 Miami, FL 33131-2207 RE: Request for additional information dated February 27, 2003 and subinitted by R.J.• Heisenbottle Architects, P.A. for the Proposed City of Miami Parking Lot P-7 (UT- 3511/File-9384/DEP-139101757) located at, near, or in the vicinityof 801 NW 2"d Avenue, Miami, Miarni-Dade County, Florida. Dear Mr. Rollason: The Department of Environmental Resources Management (DERM) has reviewed the above - referenced request letter and has no objection to development at the above -referenced site provided the following conditions are met: The construction of any buildings or structures must not in any way interfere with groundwater'and/or soil assessment or remediation activities at this site. For example, monitoring well .M.W-4 located in the area of the proposed A/C equipment area shall remain in place or be replaced if damaged or destroyed during construction activities. 2. Any dewateriing activities at this site must first be approved by the Pollution Remediation Section. The construction of the drainage structures (i,e., french drains) at this site must be located so as not to cause contaminant plume migration, Drainage plans must be routed through the Pollution Remediation Section for approval. Additional groundwater and soil assessment may be required to determine the optimal placement of drainage structures. Be advised that applicable OSHA regulations must be followed by workers during construction to minimize exposure to the soil and groundwater contamination existing at this site. This letter does not relieve you from obtaining the proper pennits and approvals from the appropriate agencies, including DERM, prior to the proposed construction, nor does it bind DERM to issue any permits 0 3 - 19 03/07/2003 18:26 FAX 3053724646 CRA 1&002 Mr. Rollason UT-3511 /File-9384 March 3, 2003 Page 2 of 2 or approvals for this site if new data shows that the contamination levels at this site differ from those shown in documentation submitted to DERM. If you have any questions concerning the above, please contact Mario Porcelli of the Pollution Remediation Section at (305) 372-6700, Sincerely, J. Wilbur Mayorga, P.E., Chief Pollution Remediation Section MP pc: Michael Spring, Director - Miami -Dade County Department of Cultural Affairs 111 NW I" Street, Suite 625, Miami, FL 33128 Richard Heisenbottle — R.J. Heisenbottle Architects, P.A. 340 Minorca Avenue, Suite 10, Coral Gables, FL 33134 SEGPW / CRA 03- 19 EXHIBIT "F" This Instrument was prepared by: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 MEMORANDUM OF LEASE THIS MEMORANDUM is made and entered into this — day of March, 2003 by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida ("Landlord") and BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a Florida not -for -profit corporation ("Tenant"). RECITALS 1. Landlord and Tenant entered into that certain Lease (the "Lease") dated as of March 3, 2003, with respect to that certain real property more particularly described on Exhibit "A" attached hereto and hereby made a part hereof ("Leased Premises"). 2. Landlord and Tenant desire to record this Memorandum to put third parties on notice of certain terms and provisions of the Lease. NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: TERMS 1. RECITALS. The Recitals to this Memorandum are true and correct and are hereby incorporated by reference and made a part hereof. 2. LEASE TERM. The Term of the Lease commenced on 2003 (the "Commencement Date"), and unless sooner terminated, continues for a term of ninety-nine (99) years (the "Term"). 3. TERMS OF LEASE. The terms and provisions of the Lease are incorporated herein by reference and made a part hereof to the same extent as if fully set forth herein. SEOPW/CRA 03-- 19 44 4. CONFLICT. To the extent of any conflicts between the terms and provisions of the Lease and the terms and provisions of this Memorandum, the Lease shall control. 5. TERMINATION OF MEMORANDUM. Upon the termination of the Lease, whether at its date of expiration or otherwise, Tenant will join with the Landlord in executing,a document, in recordable form, evidencing that the Lease has been terminated. 6. LANDLORD'S INTEREST NOT SUBJECT OT LIEN. The Tenant shall not have any authority to create any liens for labor or material in the Landlord's interest in the Leased Premises and all persons contracting with the Tenant for the demolition or removal of any facilities or other improvements or for the erection, installation, alteration, or repair of any facilities or other improvements on or about the Leased Premises, and all materialmen, contractors, mechanics, and laborers, are hereby charged with notice that they must look only to the Tenant and to the Tenant's interest in the Leased Premises to secure the payment of any bill for work done or material furnished at the request or instruction of Tenant. IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum the- day and year first above written. WITNESSES: LANDLORD: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida Print Name: By: Name: Frank Rollason Its: Executive Director Print Name: Date Executed: ATTESTATION APPROVED FOR LEGAL SUFFICIENCY Percilla A. Thompson, Clerk of the Board William R. Bloom, Esq. Holland & Knight LLP, Special Counsel SEOPW/CRA 03- 19 45 APPROVED CITY OF MIAMI RISK MANAGEMENT DEPARTMENT IN Print Name: Print Name: TENANT: THE BLACK ARCHIVES, HISTORY AND RESEARCH FOUNDATION OF SOUTH FLORIDA, INC., a not -for -profit corporation By: Name: Its: Executive Director Date Executed: SEOPW/ CRA 0 3 - 19 M STATE OF FLORIDA ) ) SS COUNTY OF MAIM-DADE ) The foregoing instrument was acknowledged before me this day of , 2003 by Frank Rollason, as Executive Director of the Southeast Overtown/Park West Community Redevelopment Agency, a body corporate and politic of the State of Florida, on behalf of the Community Redevelopment Agency, who is personally known to me or who has produced as identification and who did/did not take an oath. Printed Name: Notary Public My Commission Expires: STATE OF FLORIDA ) ) SS COUNTY OF NIIANII-DARE The foregoing instrument was acknowledged before me this day of , 2003 by as Executive Director of The Black Archives, History and Research Foundation of South Florida, a not -for -profit corporation, on behalf of the corporation, who is personally known to me or who has produced as identification and who did/did not take an oath. MIA1 #1197826 v6 Printed Name: Notary Public My Commission Expires: SEOPW/CIA 03- 19 47 E Ward Rooming House SF,®PW / 03 10 • Black Archives: P-7 Lease Agreement • Resolution authorizing the CRA to enter into a Lease Agreement with the Black Archives SE®PW/CIRA 03- ID