HomeMy WebLinkAboutR-00-0323J-00-96
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4/6/00 RESOLUTION NO. 0 ® 323
A RESOLUTION OF THE MIAMI CITY COMMISSION, BY
A FOUR FIFTHS (4/5T11) AFFIRMATIVE VOTE, AFTER
A DULY ADVERTISED PUBLIC HEARING, WAIVING THE
REQUIREMENTS FOR COMPETITIVE NEGOTIATIONS,
AND RATIFYING, APPROVING AND CONFIRMING THE
CITY MANAGER'S FINDING THAT IT IS
ADVANTAGEOUS AND PRACTICABLE FOR THE CITY
MANAGER TO NEGOTIATE A MANAGEMENT AGREEMENT
FOR THE MANAGEMENT OF PUBLIC HEALTH, FITNESS
AND RECREATIONAL PROGRAMS AT THE VIRRICK GYM
PROPERTY LOCATED AT 2600 SOUTH BAYSHORE
DRIVE, MIAMI, FLORIDA (THE `PROPERTY");
AUTHORIZING THE CITY MANAGER TO EXECUTE A
MANAGEMENT AGREEMENT ("AGREEMENT"), IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, WITH YMCA OF
GREATER MIAMI, INC., A NON-PROFIT
CORPORATION, FOR THE MANAGEMENT OF A PORTION
OF THE PROPERTY FOR THE PURPOSE OF PROVIDING
PUBLIC HEALTH, FITNESS AND RECREATIONAL
OPPORTUNITIES TO ALL SEGMENTS OF THE
COMMUNITY, WITH AN INITIAL TERM OF EIGHT ( 8 )
YEARS; PROVIDING FOR AN ANNUAL ADMINISTRATIVE
FEE OF $500 PLUS 50% OF NET INCOME; WITH
TERMS AND CONDITIONS AS MORE PARTICULARLY SET
FORTH IN SAID AGREEMENT.
WHEREAS, on January 22, 1994 the surrounding community
conducted a charrette in which members of the community
recommended that the Virrick Gym be used as a community
recreational center; and
WHEREAS, the results of the charrette were discussed at
three public hearings, the Waterfront Advisory Board on
March 8, 1994, the Heritage and Environmental Preservation Board
CITY COMMISSION
MEETING OF
APR 1 3 2000
Resolution No.
on March 15, 1994, and the Planning Advisory Board on
March 16, 1994; and
WHEREAS, on March 22, 1994, the results of the public
hearings were presented to the City Commission and the City
Commission adopted Resolution 94-220 approving the findings of
the charrette; and
WHEREAS, Resolution 94-782, adopted on October 27, 1994,
approved the renovation of the Virrick Gym site for community
recreation programs; and
WHEREAS, YMCA of Greater Miami, Inc. has been providing
health, fitness and recreational programs since 1921; and
WHEREAS, Resolution No. 98-719, adopted on July 14, 1998,
directed the Administration to commence negotiations with
Shake -a -Leg of Miami, Inc. and the YMCA of Greater Miami, Inc.,
as program providers; and
WHEREAS, YMCA of Greater Miami, Inc. desires to enter into a
management agreement with.the City of,Miami for the management of
a portion of the property for the purpose of providing public
health, fitness and recreational opportunities to all segments of
the community;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Page 2 of 4 r ��'
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. By a four-fifths (4/5ths) affirmative vote of
the members of the City Commission, the City Manager's finding
that competitive negotiations would not be practicable or
advantageous for the provision of professional services for the
management of public, health, fitness and recreational programs
at the Virrick Gym, located at 2600 South Bayshore Drive, Miami,
Florida (the "Property"), is hereby ratified, approved and
confirmed.
Section 3. The City Manager is hereby authorizedll to
negotiate a Management Agreement, in a form acceptable to the
City Attorney, with the YMCA of Greater Miami, Inc., a non-profit
corporation ("YMCA"), for the management of a portion of the
Property for the purpose -of providing public health, fitness and
recreational opportunities to all segments of the community, with
an initial term of eight years; further providing for an annual
administrative fee to the City of $500 plus 500 of Net Income;
�i The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but not
limited to those prescribed by applicable City Charter and Code
provisions.
U
Page 3 of 4 OV e3
with terms and conditions as more particularly set forth in the
Agreement.
Section 4. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor./
PASSED AND ADOPTED this 13th day of April 2000.
JOE CAROLLO, MAYOR
In accordance with Miami Code Sec. 2-66, since the Mawr d1d not indleate approval of
this legislation by signing it in the desig natod plac'n A r :t', «i � 4M!Wl n now
becomes effective with the elapse of ten (9 G) efays °=o e? 1�� :..ice cf z�fiii ~ :-F, Wn
regarding same, without the Mayor/eq�ercising`@
ATTEST:
CITY✓CLERK.&4
RRECTNESS e,, -
ATTORNEY
4104:RCL
Clerk
zt If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
Page 4 of 4 ,
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM .36
TO: The Honorable Mayor and Members DATE: APR0 ; FILE:
of the City Commission - 5 2t���
SUBJECT: Management Agreement between
the City of Miami & Y.M.C.A. of
Greater Miami
FROM: REFERENCES:
D nald .Warshaw
City Manager ENCLOSURES:
RECOMMENDATION:
The administration recommends that the City Commission adopt the attached Resolution waiving
competitive negotiation procedures for the provision of professional services for the management of
public health, fitness and recreational opportunities at the Virrick Gym property located at 2600 South
Bayshore Drive, Miami, Florida (the "Property"); authorizing the City Manager to execute a
Management Agreement ("Agreement"), in substantially the attached form, with Y.M.C.A. of Greater
Miami ("YMCA"), a non-profit corporation, for the management of a portion of the Property for the
purpose of providing public health, fitness and recreational opportunities to all segments of the
community, with an initial term of eight (8) years; providing for an annual administrative fee of five
hundred dollars ($500.00) plus fifty percent (50%) of net income; with terms and conditions as more
particularly set forth in said Agreement.
BACKGROUND:
On October 27, 1994 the City Commission adopted Resolution 94-782, which provided for the
redevelopment of the Virrick Gym as a community recreation center. The City of Miami through the
direction of Resolution -98-719 began negotiations with YMCA for YMCA's use of a portion of the
Property.
The renovation of the Virrick Gym will receive three million eight hundred thousand dollars of Safe
Neighborhood Park Bond funds which has been allocated for improvements to the Property ($1.8
million allocated to the City and $2 million allocated to Miami -Dade County to be transferred to the
City for this project). Under the terms of the Agreement, the City shall contribute an amount to be
determined towards the design and construction of the Initial Improvements based upon a cost estimate
prepared by the City's architect for all improvements at the Property. The improvements to the
Property shall include a natatorium, airnasium, multipurpose room, exercise studio, wellness center,
child watchlbaby-sitting rooms, locker rooms and showers (the "Initial Improvements"). The
Provider shall provide or cause to provided the balance of the funds necessary to complete the design
and construction of the Initial Improvements.
Y.M.C.A.
Page Two..'.
Highlights of the Agreement are as follows:
Initial Term:
Eight (8) years
Options:
Two 6 -year options
Fees:
Five Hundred. Dollars ($500.00) annually plus 50% of Net Income
Maintenance
Provider shall provide all maintenance, including preventive maintenance,
& Repairs:
repairs, substitutions and replacements, as necessary, to the Premises.
City Approvals:
Prior to the commencement of each. fiscal year, the Provider will submit to the
City, for its approval, its budget, fees and maintenance plan.
Security Deposit:
One Thousand Five Hundred Dollars ($1,500.00)
Conditions Precedent:
This Agreement contains several conditions precedent. Of particular note.are
the following:
• Written notice of this Agreement must _be provided , to the United States
Department of the Interior and any comments or issues raised by the
Department of Interior will be resolved to the Department of Interior's
satisfaction.
• Approval by the Director of the Parks Department (the "Parks Director") of
the Initial Improvements.
• ' Proof that funds 'are available to design and construct the Initial
Improvements.
The principles of YMCA are as follows:
• Chairman,
William Mauk
• Vice President Dr. Walter Richardson
• Secretary
Judge Celeste Muir
• Treasurer
David Promoff
DHW:lF $f: mayor Cc -Management Agreement
TO
FROM
n
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Honorable Mayor and
Members of the City Commission
nald ars aw
City Manager
•
DATE: APR — 5 20no
SUBJECT: YMCA
REFERENCES:
ENCLOSURES:
FILE:
On January 13, 2000 the City Commission adopted Ordinance No. 11878 which amended
Chapter 18, Article III of the Code of the City of Miami to allow service related to cultural,
educational, recreational or park activities provided by non-profit organizations within City parks
to be awarded without competitive negotiations subject to a written finding by the City Manager
that competitive negotiations are not practical or advantageous.
In February of 1972, through the Federal Property and Administrative Services Act of 1949, as
amended, the United States of America released and quitclaimed to the City of Miami 4.517
acres of land, located at 2600 South Bayshore Drive (the "Virrick Gym"). Under the terms of
this deed, the Virrick Gym shall be used and maintained for public park or public recreational
purposes.
On January 22, 1994 the surrounding community conducted a charrette in which the members of
the community recommended that the Virrick Gym be used as a community recreational center.
The result of this charrette was sent to three public hearings, the Waterfront Advisory Board on
March 8, 1994, the Heritage and Environmental Preservation Board on March 15, 1994, and the
Planning Advisory Board on March 16, 1994. After these results were taken to the public
hearings, the Commission adopted Resolution 94-220 on March 22, 1994 approving the findings
of the charrette.
On October 27, 1994 the City Commission adopted Resolution 94-782, which provided for the
redevelopment of the Virrick Gym as a community recreation center.
The YMCA of Greater Miami, a non-profit corporation ("YMCA") has been managing health, fitness
and recreational programs since 1921.
The City of Miami through the direction of Resolution 98-719 began negotiations with the
YMCA for the YMCA's management and operation of a portion of the property.
-
The Honorable Mayor.and Members
Of the City Commission
Page t
Additionally, the Virrick Gym is designated to, receive $3.8 million in Safe Neighborhood Park
Bond funds. As a condition to the receipt of these monies, the City must proceed with the
development of this site in a timely manner and the City must also provide evidence that the
property will continue to be maintained following the completion of the improvements. Since
the City has a limited means by which to support the continued operation and maintenance of the
property; it is in the best interest of the City to procure the services of an outside organization
willing to operate and maintain the property.
Therefore, based upon the foregoing, I find that ' the use of competitive negotiations for the
management of public health, fitness and .recreational activities at the Virrick Gym property .
would not be practicable or advantageous, and would recommend. the City Commission authorize
the execution of a management agreement with YMCA.
gL
DHW:JFL:6:AF YMCA Written Findings
CITY OF MIAMI, FLORIDA
NOTICE OF PUBLIC HEARING
A public hearing will be held by the City Commission of the City of Miami, Florida on
April 13, 2000 at 5:30 PM in the City of Miami Commission Chambers at City Hall,
3500 Pan American Drive, Miami, Florida, for the purpose of waiving competitive
negotiation methods for the following:
1) The award of a management agreement to Shake -a -leg Miami, Inc., a non-
profit corporation, to provide public water recreational activities at the City -
owned property located at 2600 South Bayshore Drive, Miami, Florida. Said
management agreement to be for a period of eight (8) years with the option to
renew for two additional six (6) year periods; and
2) The award of a management agreement to. the YMCA of Greater Miami, a
non-profit corporation, to provide health, fitness and recreational programs
activities at the City -owned property located at 2600 South Bayshore Drive,
Miami, Florida. Said management agreement to be for a period of eight (8)
years with the option to renew for two additional six (6) year periods.
All interested persons are invited to appear and may be heard concerning such proposed
award. Should any person desire to appeal any decision of the City Commission with
respect to any matter considered at this hearing, that person shall ensure that a verbatim
record of the proceedings is made, including all testimony and evidence upon which any
appeal may be based:
(City Seal)
Ad #05059
Walter Foeman
City Clerk
J-94-951
10/27/94
RESOLUTION NO.
9A- ;
A RESOLUTION, WITH ATTACHMENT(S), APPROVING
AND ACCEPTING THE CITY MANAGER'S
RECOMMENDATION, ATTACHED HERETO AS
"ATTACHMENT 1" AND MADE A PART HEREOF, FOR A
COMPREHENSIVE RESTORATION PROGRAM OF THE
DINNER KEY 'AREA, MORE SPECIFICALLY, FOR THE
(1) RENOVATION OF THE VIRRICK GYM SITE FOR
COMMUNITY RECREATION AND POSSIBLE
INTERPRETIVE HISTORIC PROGRAMS; AND (2)
ADAPTIVE REUSE OF THE DINNER KEY BOAT
YARD/MERRILL STEVENS PROPERTY UNDER A UNIFIED
DEVELOPMENT PROCESS ("UDP") FOR THE USE(S)
STIPULATED IN SAID RECOMMENDATION;
AUTHORIZING THE CITY MANAGER TO COMMENCE
IMPLEMENTATION OF SAID RESTORATION PROGRAM IN
ACCORDANCE WITH ALL APPLICABLE CITY CHARTER
AND CODE PROVISIONS; PROVIDING FOR THE
APPOINTMENT BY MEMBERS OF THE CITY COMMISSION
OF A CITIZENS' ADVISORY COMMITTEE COMPOSED OF
INDIVIDUALS FROM THE COCONUT GROVE COMMUNITY
TO PARTICIPATE IN THE DRAFTING OF THE REQUEST
FOR PROPOSALS FOR THE UDP.
WHEREAS, several City -owned properties in the Dinner Key
area of Coconut Grove suffered severe damage as a result of
Hurricane Andrew, in particular: the Virrick Gym, boat ramp and
office annex, which together comprise the former Coast Guard Air
Station, and the two (2) hangars, adjacent docks and piers which
comprise the Dinner Key Boat Yard, formerly known as the Merrill
Stevens Dry Dock; and
WHEREAS, after a lengthy process of community planning and
professional study, the City Manager has identified and presented
to the City Commission on this date, a comprehensive program of
restoration for said properties; and
r 63 23
CITY Cciv:?I, SSIOjff
DIEE77 G OF
OCT 77 1994
Reso4ution Na
WHEREAS, it is the intention of the City of Miami to
identify specific funding .in an amount not to exceed $4,500,000
to be used.for the restoration of these properties;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
.OF MIAMI, FLORIDA:
Section 1. This recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference .
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City. Manager's recommendation, attached,
hereto as "Attachment< 1" and made a part hereof; is hereby
approved and accepted for a Comprehensive Restoration Program of
the Dinner Key Area, more specifically,. for the (1) renovation of
the Vrrick Gym Site for Community recreation and •possible
interpretive historic programs; and (2) adaptive reuse of the
Dinner Key Boat Yard/Merrill Stevens Property under a Unified
Development Process ("UDP") for the use(s) stipulated in said
Recommendation.
Section 3. The City Manager is hereby authorized to
commence implementation of said Restoration Program in accordance
with all applicable City Charter and Code provisions..
Section 4. The following individuals from the Coconut
Grove community are hereby• appointed to a Citizens' Advisory
Committee to participate in the drafting of the Request for.14.
Proposals.for the UDP:
Said appointments shall be-submitted in writing to the City
Clerk.
-2-
APPOINTEE: NOMINATED BY:
Mayor Stephen P. Clark
Vioe-Mayor Miller J. Dawkins
Commissioner Victor H. De Yurre
Lynn B. Lewis Commissioner Wifredo Gort
Commissioner J.L. Plummer, Jr.
Section 5. This Resolution shall become .effective
immediately upon its adoption.
PASSED AND ADOPTED this 27th day of October 1994.
01.
EPHEN P. CLARIt, MAYOR
ATTES
MATT HIRAI
CITY CLERK
PREPARED AND APPROVED BY:
JUL O. BRU
ASSISTANT CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
A. QII NN J4 S, III `'
CITY ATTCyF�2�'EY
DJ:BSS:M(4/748
-3-
00- 323
VHMCK GYM SITE
The Virrick Gym Site will not be,included in the RFP.
Virrick Gym will be reserved and renovated for:
• Shake -A -Leg
• City, of Miami public sailing programs and other City sponsored recreational
programs
• . Community Recreational Center
• multi-sportaquatic center, if feasible (windsurfing; kayaking, scuba diving; with
lessons and equipment rental)
• annexes attached .to the base building structure will be demolished to enhance
open and green space on the site
• any shared use program for the -building will address, the potential for use of the
building to incorporate interpretative exhibit space related to the history of
Dinner Key as a marine aviation center (i.e. museum, interactive exhibit space
etc.) provided that.such use is compatible with the history of the building as well
as compatible with the use of the building for the otherpurposes set forth in this
section
• Any net revenues from activities will be used for operating and capital costs of
Virrick Gym
ATTACHMENT 1
-=2
5"
The City will solicit a proposal or proposals for the adaptive reuse of either or both
Hangars C and D and adjacent apron and open space.
Any qualified response must include the following provisions:
i
• Hangar C (the large hangar) must be preserved and rehabilitated under any
proposal
• acceptable adaptive reuses must include:
a proposal for the financing, construction and management of a full service
boatyard including:
storage
commissioning
brokerage
repair and maintenance
provisions for public boat repair, launching and hauling and
maintenance.
• additional acceptablereuses in addition to a full service boatyard facility may
include:
public market (no sit down restaurant or liquor sales allowed)
marine related retail sales
maritime or marine related office space
historic interpretative facility
323
any other use permitted by the PR District of the Miami Zoning
Code, specifically excepting:
hotel _
restaurant/bar
live entertainment
movie theatre
• proposals may provide that Hangar D (the small hangar) may be:
restored
incorporated into any reuse proposal
replaced
demolished
provided that, as set forth above, the large hangar is preserved
• any proposal must address:
parking .
public amenities
public access to Biscayne Bay
public recreational facilities (such as Baywalk, cycling .path etc.)
City Assistance
The City of Miami may offer the following inducements or forms of assistance to make
the proposed reuse of the facilities commercially feasible:
up to 52 wet slips to be reconstructed, by the City will be incorporated into
the boatyard operation � �-
2 9i='71 00mr
v
0
up to an additional 80 slips may be constructed by the City',, and, if so
constructed, will be included in the boatyard operation
the City will construct a fuel dock, including pipelines, storage facility, and
fuel pumps which will be included in the operation of the boatyard
the City will reconstruct the seawall
the City will assist in obtaining low interest loans, on behalf of the
selected developer, for boatyard improvements
the City will assist in obtaining available Federal and State, historic
rehabilitation credits, grants and other funds, and such other Federal and
State funds as may be available for the renovation and rehabilitation of
Hangars C and D
the City will commit up to $100,000 to Bayshore Drive and Pan American
Drive beautification
the term of any lease will be negotiated based upon the economics of the
accepted proposal
RFP TERMS AND CONDITIONS
• Fair market rental rates for uses as boatyard, public market, marine related retail,
marine and maritime related office space, and any combination of those uses will
be established by the City
• Any acceptable alternative adaptive reuse will require an appraisal to establish fair
market rental value 9= the proposal is received
• In ranking proposals, total economic return to the City will be an important factor,
but will not be dispositive. A sensitive reuse program that responds to concerns of
the Coconut Grove community may be ranked higher than one with a more
positive economic return to the City
• Proposals which include an adaptive reuse proposal for both hangars may receive
a scoring bonus of up to 25 points
• Proposals which include an adaptive reuse which incorporates a significant
historic interpretative and exhibit component may receive a scoring bonus of up to
15 points
--- ^+
0- 323
• Partnerships among component developers will be encouraged. A list of parties
requesting bid packages will be furnished to each participant.
4
G` 323
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM 49
TO : Honorable Mayor and Members DATE ; OCT 1 4 1994 FILE
of the City Commission
SUBJECT : Discussion Item
for October 27, 1994
Commission Meeting
FROM : Ce REFERENCES:
Cil er
ENCLOSURES:
The Department of Development respectfully requests that the Virrick Gym and Dinner Key
Waterfront Improvement Study, as prepared by City of Miami Development Staff, and MRA
International, for the purpose of generating proposals for improvements to public waterfront properties in
the vicinity of Virrick Gym and Pan American Drive, be included in the October 27,:1994 City
Commission Agenda as a Discussion Item. -
These proposals are implementation recommendations resulting from the Dinner Key Charrette Studies,
the Dinner Key Improvement Plan as prepared by City Staff and MRA International, the Planning
Department Citizen Workshops and the City Managers Advisory Committee meetings.
vy�
Dinner KeyRequest for Proposals for Adaptive Reuse of
Hangars C and D _
The City will solicit a proposal or proposals for the adaptive reuse of either or both
Hangars C and D. and adjacent apron and open space.,
Any qualifiedresponse must include the following. provisions:
• Hangar C (the ' large hangar) must be preserved and rehabilitated under any
proposal
• acceptable adaptive reuses must include:
a proposal for the financing, construction and management of a full service
boatyard including:
storage
commissioning
brokerage
repair and maintenance
provisions for public boat repair, launching and hauling and
maintenance.
• ' additional acceptable reuses in addition to a full service boatyard facility may
include:
public market (no.sit down restaurant or liquor sales allowed)
marine related retail sales
maritime or marine" related office space
historic interpretative facility
0
i
any other use permitted by the PR District of the Miami Zoning
Code, specifically excepting:
hotel
restaurant/bar
live entertainment
movie theatre
• proposals may provide that Hangar D (the small hangar) may be:
restored
incorporated into any reuse proposal
replaced
demolished
provided that, as set forth above, the large hangar is preserved
• any proposal must address:
parking
public amenities
public access to Biscayne Bay
public recreational facilities (such as Baywalk, cycling path etc.)
City Assistance
The City of Miami may offer the following inducements or forms of assistance to make
the proposed reuse of the facilities commercially feasible:
up to 52 wet slips to be reconstructed by the City will be incorporated into
the boatyard operation
2 GO -2
up to an additional 80 slips may be constructed by the City, and, if so
constructed, will be included in the boatyard operation
the City will construct a fuel dock, including pipelines, storage facility and
fuel pumps which will be included in the operation of the boatyard
the City will reconstruct the seawall
the City will assist in obtaining low interest loans, on behalf of the
selected developer, for boatyard improvements
the City will assist in obtaining available Federal and State historic
rehabilitation credits, grants and other funds, and such other Federal and
State funds as may be available for the renovation and rehabilitation of
Hangars C and. D
the City will commit up to $100,000 to Bayshore Drive and Pan American
Drive beautification
the term of any lease will be negotiated based upon the economics of the
accepted proposal
RFP TERMS AND CONDITIONS
• Fair market rental rates for uses as boatyard, public market, marine related retail,
marine and'maritime related office space, and any combination of those uses will
be established by the City
• Any acceptable alternative adaptive reuse will require an appraisal to establish fair
market rental value 9= the proposal is received
• In ranking proposals, total economic return to the City will be an important factor,
but will not be dispositive. A sensitive reuse program that responds to concerns of
the Coconut Grove community may be ranked higher than one with a more
positive economic return to the City
• Proposals which include an adaptive. reuse proposal for both hangars may receive
a scoring bonus of up to 25 points
• Proposals which include an adaptive reuse which incorporates a significant
historic interpretative and exhibit component may receive a scoring bonus of up to
15 points 9
�e
3
• Partnerships among component developers will be encouraged. A list of parties
requesting bid packages will be furnished to each participant
4
p-2
Go- 323
VIRRICK GYM SITE
The Virrick Gym Site will not be included in the RFP.
Virrick Gym will be reserved and renovated for:
• Shake -A -Leg
• City of Miami public sailing programs and other City sponsored recreational
programs
• Community Recreational Center
• multi -sport aquatic center, if feasible (windsurfing, kayaking, scuba diving, with
lessons and equipment rental)
• annexes attached to the base building structure will be demolished to enhance
open and green space on the site
• any shared use program for the building will address the potential for use of the
building to incorporate interpretative exhibit space related to the history of
Dinner Key as a marine aviation center (i.e. museum, interactive exhibit space
etc.) provided that such use is compatible with the history of the building as well
as compatible with the use of the building for the other purposes set forth in this
section
• Any net revenues from activities will be used for operating and capital costs of
Virrick Gym
00- 323
5
g' 1-4:40 DE HERITAGE TRUST
o
aa -f - -
������ 190 Svucheast 12'" Terrace
Miami, Fionda 33131
Ptivne: 305 / 358-9572
TrustFax: 305 / 358-1 r62
FAX TRANSMISSION
;:lizabeth Lilly
Elizabeth Hayes
FROM. —
Eli ; 'vt'tr1CK
CC?MA'i1N��S:
DATE:October 27, 1994
•
TOTAL # OF PAGES: 3
(including thu cover Page)
FAX: 4.48-7484.,
PA- a E 2
It you did not receive the number of pages indicated, please call (305).3S8-9572.
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MJYnnt 1JAMsw
iza et . Me a , esi ent
Dade eritage Trust, Inc.
Da to
Subm ed intc t -he pz;,1ic
record in connec}ion �Y ifb
item_ on -7/ 9Lt
Maty Hirai
::perk
WHEREAS, historic sites can be -restored and rehabilitated to accommodate
1�•=
current uses in a wide variety of potential commercial and public uses; and
•4':a..:1A f'1...1.. mr
" •.I�.,,�acn
WHEREAS, surveys, have verified that historic sites are sought out by a
majority of tourists worldwide and such sites setve as community anchors
4'..la li. •.I..
providing residents a true sense of place; ,and
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WHEREAS, designation, restoration and rehabilitation of this important
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aviation landmark can serve the community and nation in recognizing the
ti.q, d,-4 mill.,
important role Miami played in our country's security and can serve a viable
"
public use in the future of this community,
va.�l+sR.
NOW, THEREFORE, BE IT RESOLVED, that the DADE HERITAGE TRUST BOARD OF
TRUSTEES unanimously recommends, supports and encourages the historic
designation of the PAN AMERICAN TERMINAL AND SEAPLANE BASE.
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Da to
Subm ed intc t -he pz;,1ic
record in connec}ion �Y ifb
item_ on -7/ 9Lt
Maty Hirai
::perk
Advantages to this approach:
This approach provides the following advantages to the Coconut Grove community
• it provides for a full service marina and boatyard facility at Dinner Key
•
'it does not involve development of high intensity tourist or entertainment oriented
attractions that would increase congestion and traffic concerns in the area
4 it provides for development of other community -oriented amenities at Dinner Key
• it provides for preservation of as many historic buildings as is economically
feasible given constraints on the City's ability to subsidize uneconomic uses at the
site
• it preserves Virrick Gym as a community recreation center
• it provides a facility for interpretation of the entire history of Dinner Key as the
birthplace of marine aviation
This approach provides the following advantages to the City:
• it does not require City subsidization of any facilities at the site
• it preserves the long term opportunity of creating a Dinner Key Historic District
that will be self-sustaining and further a City wide strategy of leveraging its
waterfront assets in an integrated manner
• it produces a reasonable economic return from the existing assets
• it recognizes and responds to articulated community concerns about the
development of the site.
• it leverages existing assets to attract private investment at Dinner Key
00- �,
October 20, 1994
Mr. Jack Luft
Assistant Director
City of Miami
0 . 0
APPRAIa..� AND REAL ESTATE ECONOMICS ASSOCIATES, ..,C.
9400 S. Dadeland Boulevard
Penthouse One
Miami, FL 33156.2817
Development and Housing
300 Biscayne Blvd. Way
Suite 400
Miami, Florida 33131
Re: "DINNER KEY' Strategies for
Improvement Intro Report
prepared for City of Miami
by MRA International, Inc.
Dear Mr. Luft:
Telephone (305) 670-0001
S. Florida Watts 1 (800) 2736373
Residential Fax (305) 670.2275 Please reply to Ext.
Commercial Fax (305) 670.2276
rec^,c
item_
I enjoyed meeting with you briefly again after Michael Lawry's, David O'Neil's and your
fine presentation at the 9/27/94 Implementation Plan Presentation.
I have read with interest MRA International, Inc.'s interim report, which generally outlines
various development strategies for "DINNER KEY", and/or addresses key concerns
identified by the citizens of Coconut Grove and the City.
Although the report did not specifically incorporate a financial feasibility implementation
plan, it did address various strategic planning objectives, as well as existing financial
issues based upon various redevelopment concepts of certain components.
The report did however, identify and expand the description of "DINNER KEY'',
Incorporating the former passenger terminal for Pan American World Airways (currently
occupied by Miami City Hail), including the Coconut Grove Exhibition Hall.
The presentation further identified "DINNER KEY" running from Kennedy Park to Peacock
Park. Those in attendance did acknowledge this expanded description of "DINNER KEY",
which is an identifiable and economic assemblage of lands developed, undeveloped for
recreational and public use, including upland, bay bottom land and marina related and
commercial uses.
• MARKET ANALYSTS • CONSULTANTS 9 VALUATION SPECIALISTS • 00- 3
APPRAISAL. AND REAL ESTA'&ONOMICS ASSOCIATES, INC.
SL's`--
Mr. Jack Luft rec� - -
October 20, 1994
Page Two, iter -n L4 q
Within the redefined study area by MRA, identified various altematives. in whith-a"'DINNER
KEY' redevelopment plan could be put .to Marketable Uses within the City's current
financial restrictions. This. gives rise (as I stated at the workshop and concurred by others
in attendance), that you consider and present to the City of Miami Commission for their
consideration at the October 27, 1994 meeting a ."Fifth Conceptual/Development
Alternative" summarized as follows: -�
r-
1) Create a "DINNER KEY" Oversight Advisory Authority (DKOA) Authority to be
responsible for the adaptive reuse and development of "DINNER KEY". All City of
Miami assets, including but not necessarily limited to lands running from Kennedy
Park to Peacock Park (upland and bay bottom land), would be under the
jurisdiction of the newly created Authority.
2) The Authority would then create either a Special Tax District or Bond District
(whichever appropriate), to publicly raise adequate funds for the redevelopment,
reuse, and expansion of all properties located within the boundaries of the district.
Funds raised would be used, solely for development, redevelopment, and. most
importantly maintenance and reserves for replacements for all adaptive, readaptive,
commercial and public uses within the district.
Net operating rent income currently going to the City's general fund from existing
commercial leases, e.g. Marina, Grove Key Marina, Chart House, Monty's, boat
yard; Dinner Key Auditorium etc., plus proposed net operating income from
redeveloped adaptive uses e.g. boat yard, expanded marina, Farmer's Market (if
feasible), etc., would be re -appropriated under the supervision of the " DKOA°
Authority for debt or bond repayment. Surplus funds after reserves would then
accrue back to the City's general fund.
As I am. without. detailed.. information, as, to income and expenses of all existing leases
located within "DINNER KEY', I am unable,, at this juncture, to professionally provide a
financial analysis except to state that such current income and future income is more than
adequate to fund this concept.,
Since the City of Miami Commission is -seriously reconsidering relocating City Hall back
to downtown Miami, the following conceptual concept and reuses (in addition to existing.
uses), are deemed. plausible.
APPRAISAL AND REAL ESTACONOMICS ASSOCIATES, INC.
recc:c_-
Mr. Jack Luft
October 20, 1994 ate : —�— . 1
Page Four
a1
5) Verrick Gym Parcel (former U.S. Coast Guard Hangar) subject to Federal
Government's covenant stating the property be used and maintained for public
purposes e.g. recreational facilities
a) renovate according to Historic Preservation Guidelines and enter into leases
with Shake -A -Leg, the U.S. Sailing Club, and other compatible recreational
groups for marine/community functions.
Grant Funds could be raised by various non-profit organizations. The Coast
Guard Hangar should be restored back to its original design. The termite
infested and structurally deficient addition in front (deemed incompatible)
and currently used by the City of Miami Recreation and Parks Department
should be removed and demolished.
b) parcels fronting Bay Shore Drive from Monty Trainer's to Dinner Key
Auditorium should be bermed, landscaped, and paved for paid surface
parking by the Off -Street Parking Authority in cooperation with °DKOA°
Authority.
c) develop the waterfront promenade, a wide QUAY WALK running from
Monty's to Dinner Key Auditorium. This would provide walking, bike riding,
etc. access to the waterfront for the public.
6) Marina
a) incorporate and expand existing marina to accommodate daily, weekly,
monthly, and yearly rentals for larger vessels.
b) incorporate into the marina operation the adjacent bay bottom land used by
the Anchorage, and charge monthly rental maintenance fees to those sail
boats anchored off -shore.
Other alternatives and reuses considered in the MRA International report have merit.
Further study may be necessary if a Public Market was to be incorporated within the
District. However, consideration should be given to commercial traffic e.g. produce
purveyor trucks and added consumer vehicle traffic attracted to the Public Market.
00-
APPRAISAL AND REAL EST(* ECONOMICS ASSOCIATES, INC.
Mr. Jack Luft
October 20, 1994
Page Three
item 419— -- 1 _2 -7
1) Incorporate Dinner Key Auditorium into the "DKOA" Authorihr (existing)
a) program for an additional parking garage to be developed by the Off -Street
Parking Authority in co-op with "DKOA" Authority.
2) Pan American World Airways Terminal (currently occupied by Miami City Hall)
a) reuse and lease to non-profit group as an Historic Aviation Museum and
Conference Center when City Hall vacates and moves back to downtown
Miami. Suggest relocating to the former Miami Daily News Building f/k/a
Freedom Tower, which is. now on the market (see attached).
3) Grove Key Marina (currently under lease)
a) renegotiate and expand Grove Key Marina's lease to incorporate large
hangar within new lease for additional indoor boat storage, plus open boat
storage on apron area.
b) expand boat fuel capacity and dispensers to accommodate up to 50 foot
vessels. Surcharge fuel (as additional rent) in renegotiated lease.
4) Boat Yard
a) relocate boat yard to machine shop building and apron parcel.
b) rent indoor open space (on a square foot formula) for boat repairs by
restriping area into 15'x 40'± spaces rented on a daily, weekly, or monthly
formula for tenants' indoor boat repairs,
c) subdivide and rent north and south perimeter of building to boat yard
related office/retail users on a monthly or annual lease basis.
d) ' restripe open asphalt apron area into 20'x 50'± spaces and rent on a daily,
weekly, or monthly formula for tenants' outdoor boat repair.
Go- 340
APPRAISAL AND REAL ESTASCONOMICS ASSOCIATES, IN%
►7Ub.
�:C
rec^-
v_ Aj_
Mr. Jack Luft
October 20, 1994 iter*:
Page. Six
I believe that the foregoing concept is consistent within the recommendations and findings
of those citizens that participated in the charrette, as well as professional discussions held
since that time by concerned citizens and the City's consultants.
I. trust that you could incorporate this as a "Fifth Conceptual/ Development Alternative".
If in the event (due to time constraints), the foregoing cannot be incorporated as a fifth
alternative to the MRA report, then I request that this letter in its entirety along with the
attachments be submitted to the City Commission on 10/27/94 when this item is
scheduled for their deliberation.
Respectfully submitted,
MYC/pjc
APPRAISAL AND REAL ESTATE
ECONOMICS ASSOCIATES, INC.
cc: Michael H. Lawry; Esq., Vice President/MRA International, Inc. (via mail)
David K. O'Neil, Market Consultant (via mail)
Joseph W. McManus, Assist. Director/City of Miami Planning & Zoning (via courier)
Cesar H. Odio, City Manager/City of. Miami (via courier)
Christina Abrams, NET Administrator/City of Miami (via mail)
Thelma Edwards, NET Administrator/City of Miami (via mail)
Cocoanut Grove Village Council
Coconut Grove Civic Club
Coconut Grove Chamber of Commerce
Marine Council
Dade Heritage Trust
Women's Club of Coconut Grove
Other concerned citizen groups
All cc's have copies of attachments: Photos/newsarticies/MYC's bio, etc.
[I:\CANNON\VILCOUN] U0- 34
APPRAISAL AND REAL EST ECONOMICS ASSOCIATES, INC. 0
Mr. Jack Luft
October 20, 1994 iter_ H 9 _ (c-` -7
Page Five
_: 41
In other words, the concept of a Public Market may have merit. However, a traffic study
may show that the large hangar in the Dinner Key location may not be a feasible location
due to its high-intensity of use because of additional traffic congestion on access roads
to Dinner Key. However, a scaled down version may be feasible in, an adjacent location
but within another building to be built south of Dinner Key Auditorium (see attached
Normans/Winn Dixie Store article).
Financial Issues
It appears that funds could be made available from the following sources:
1) insurance proceeds and grants
2) re -development and re -use of facilities within the District could
be obtained through revenue bonds guaranteed by existing
and future net income derived from the various components; say 15.650.000
Total Estimated Budget $20,000,000
Tax free bonds may yield 7.5% with a 20 year pay back.
Current net rent income after operating expenses and reserves from all commercial
components within the newly created district, including but not necessarily limited to,
Dinner Key Auditorium, Monty's lease, Chart House lease, existing marina, Grove Key
Marina lease, fuel, boat yard, dry storage; and future net income from additional
commercial enterprises, including but not necessarily limited to, expanded marina, fuel,
re -negotiated and expanded lease with Grove Key Marina, boat yard, and auxiliary
facilities, kiosks, parking, etc., should adequately secure bond or debt payments. Surplus
revenues after all expenses could then accrue back to the City's general fund.
In conclusion, I professionally believe that the foregoing concept of establishing a
"DINNER KEY' Authority District is the right course of action to be taken.
Valuable properties such as "DINNER KEY' should be operated under the auspicious of
an independent authority, and professionally managed by the private sector in order to
insure intermediate and long term benefits to the City of Miami and. its citizens.
00- J40
APPRAISAL AND REAL ESTCONOMICS ASSOCIATES, INC. 0
MICHAEL Y. CANNON, MAI. SRA. CRE. ASA
Michael Y. Cannon is president of a group of affiliated firms under the acronym 'AREEA'. These
affiliated firms are:
Appraisal and Real Estate Economics Associates, Inc., a Miami based real
estate consulting, market research and appraisal / valuation services firm;
AREEA Assessment Consultants, Inc., a consulting firm specializing in all
areas of Ad Valorem property taxation and property tax adjustment appeals
for real property as well as personal property;
AREEA Investment Advisory Services, Inc., investment advisor to a London
based foreign investor with real estate assets in excess of $250,000,000
located throughout the United States, and;
AREEA Investment Managers, Inc., which performs property management
and leasing services of commercial real estate assets including office
buildings, shopping centers, and land throughout the United States
administered by AREEA Investment Advisory Services, Inc.
His firm publishes THE AREEA REPORT FOR SOUTH FLORIDA (10 issues/year), a publication which
tracks real property activity in Dade; Broward, and Palm_Beach Counties through his association with Charles
E. Kimball, III, who is the Economic Advisor to AREEA.
Mr. Cannon holds the professional designations of:
MAI (Member of the Appraisal Institute);
SRA (Senior Residential Appraiser);
SubLL.info the Pt�bIic
recov-a In
V.— .Lb
iter-_ ` `-IP-4 9
ASA (Accredited Senior Appraiser, American -Society of Appraisers); _ :�yy,_,
CRE (American Society of Real Estate Counselors of the National Association
of Real Estate Boards);
SMC (Senior Mortgage Consultant);
and has been qualified as an expert in all facets of real estate and finance in various courts. He has also served
as an arbitrator as a member of the American Arbitration Association.
Mr. Cannon currently authors a weekly real estate column featured in the Miami Herald Business
Monday Section. Articles and reports have been published in local, state, and national media; and he has been
quoted extensively in local and nationwide newspapers and magazines.
Mr. Cannon has been practicing real, estate analysis, valuation, consulting and finance for the past (34)
thirty four years_
0 — 3 2 3 Rev. 8/s4
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Resid�x�61,ilpt ' � -7'i to i!:� !ail. '.i
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Civic we e a
By JOANNE dkVA4AU'Q civ - efik would I t them i6ar. it 11:
Herald Staff Writer down."
The late Elizabeth V ck�'"o.cre'a'_t_ed.' 'On Th6isday,'Wim"i city''60-mmis-sion.-
Wbro""i gfbcdaif�rp irrri
in . d.11 %st4-v%evo wit-. ers are scheduled —again — to decide;
I P as
a lid-huite 'tdu6 al th6 one
what to.. do, with..the, Dipner,.Key water�*..
Coconut Grove is waging to save the'g switthl.d-land between
South 'Dayshore'Drive, *ind,tikiyne Bay.
nasiurn that bears bet 'ngm!�. I I wi
'd
V Xhideffiiict Poo Xriep r aid,.'4hich-has used
�.% boat stor-
,O-Alcb lauNate eadr-Spseaplar
routes from Dinner Key, didn't survi v the Grove's last
long enough to join the current battle ik' '�:156tyaid.-.Wi no invest='
With
pr its old hangars. 'i I men innearly . two d 6 . didqi�* it has limped:
rve t -
those bits 0-f--Miam-i, history ha�e. 'along'throujh hurrican6 and neglect.
Oe a call to arms for some Coconut The storm -damaged Virrick gym sits
Grove residents and preservatioiiistst,,i..nearly.einpty,deterior.Ating.,
angered by. city efforts to demolish the For: �Foe. the past'. few'. years, the city has�
nrAa,c nA.i410,11 tattered legacy. ugacy. spqnso a study atter study. Community TUA CHAMN / Herald Staff
"Over our dead bodies," said Joyce.*
Nelson,. president of the Coconut Grove PLEASE SEE PINNER KEY, 88 UP FOR GRABS: Miami must decide what to do with the Elizabeth Virrick gymnasium
and several other buildings along the waterfront In doconut Grove.
F'
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recozo i1i
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•
88 THE HERALD, TUESDAY, OCTOBER 25, 19.94
recorc '11 c
item t C _ �L
A
V
Miami commissioners debate
.optionsfor Grove's bay front
DNNER KEY..- .FROM IS.. .
; I i;, ``'r' !;.groups,- waterfront business owners and Miami com-
missioiiers have'clashed over the
area's° Nuire�:'. It's time to act,
many,_
tfi"I dn t:want.to keep rehashing
is to..aiDith,"` City • Manager
Cesar; Odig said .plaintively in a
recentmeeting; at City Hall;
which itself., is Pan Am's former
terminal. on Dinner Key..
Several. pptions ;
I Citye^ :Commissioners ...J.L.
Plummer.; Xictor De Yurre and
Mayor-Steve--Clark-have hinted
or�ntedly stated that demoli-
tion seems the easiest route. The
comapssion will face several
options at 6 p.m -Thursday:
.i Renovate the Virrick Gym,
2600 S. $ayshore Dr. and create
a coirimunity center'. there. The
Shake-;AAeg•'program: for disa
bled sailors oould -expand .its
gperation.. into •a 'sailing center
vyrth woc}tout, rooms.'
Restore the, 38,000 -square -
foot ,hanPar at the boat. yard and
convert rt' into a waterside farm=
_er's. market with artisan stands.
Keep or demolish the small han-
:gar, a former machine shop, and
;redo 'a. boat :yard and 138 -slip
• marina.
i ■, Revisit: the'idea.of restoring
: lioth ' hangars' as a working boat
:yard and, marina,. a community -
supported goal . that has drawn a
few failed : proposals in recent
years: .
■ Demolish both metal han-
gars at the boat yard and rebuild
a marina • operation there with
:new b,ildings. Or tear down all
JJe J JLAzL • 1k1IM :.
The Miami Commission' :.
meeting starts.at 9 am'.,.
Thursday at City ball, 3500
Pan American r% t 94,
Gym, once a seaplane hangar for
a 1930s -era U.S. Coast Guard
station. Renovation costs are
unclear, but estimates approach
$1.5 million.
''' lus o .,
Bayshore.Drive in.Coconut .
Proposed marketplace
.,
Grove. Dinner Key, waiwrfront.
Odio supports that move, and
,.
'issues will be discussed at 6
says revenue from Shake -A -Leg,
.
p.m. City residents with cable
sailing -related shops, city park
television can watch the
funds,. a museum or other
meeting on city government
resources would; be needed to
Channel 9.
maintain the gym. The adjacent
pink city office building would be
torn down.
the buildings and create a water-
One way to keep the large for -
front park.
mer. Pan Am hangar is the pro-
::
`No hiddere.agnda'-`: _
posed market.
Odio says that may be the only
Odio said his recommendation
use that could support renova-
to commissioners : will .'not
:.tion costs estimated at $70-90 a
include the Mast option --the- onesquare:
foot — vs. the $30-$40 a
most vilified" by. Grove-ites:
square foot it would likely cost to
"I have: no hidden agenda 'to
build anew. Those costs are being
demolish anything," Odio said.
evaluated.
"But you can't, have your cake
The venture would be like Lex -
and eat it,' too: If you want, to
ington . Market 'in Baltimore,
keep the hangars, we have to find
which sells atmosphere and fresh
a way to pay for it."
-produce in equal measure. Simi- .
A city consultant, MRA Inter=
lar markets are successful in cit -
national, recently estimated that ;
ies like Seattle.. But some resi-
it would cost more than .$8 mil-;
dents worry it would lure too
lion to restore the ,' damaged
many tourists.
building shells and the.sites, not'
"We cannot have another Bay -
including some interior work.:
`side,"- said waterfront activist .
Available. grants, federal hurri-;.
Bill Harrington.
cane relief andinsurance money,
Regardless, at least one hangar
total about $2.5 million. MRA •..might
go down: the former
recommended restoring some or
machine shop. Marina experts
all of the buildings to tap into the
have told the city that it would be
area's maritime aviation history,
difficult and costly to convert it.
and suggests tapping other fund'
Project bidders may be left to
ing sources, such as a $2 million;.:
decide whether to. include it or
dollar low-interest Than
not.:.
About $900,000 in insurance.
"Let's try," Nelson said. "Let's
money is available for the Virrick
.lust try."
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APPRAISAL AND REAL ESTI*ECONOMICS ASSOCIATES, INC. 0
AISAL AND REAL EST*ECONOMICS ASSOCIATES; INC.
FINANCIAL PROFILES OP TEN MARINAS
Dinner Key Marina Quarterdeck Marina
South Seas Plantation Lake Wylie Marina
Purdue -Dean Inc. Marina t
Walden Marina
Port -of -Egypt Marina y,Y Mud Island Marina
Charleston Municipal Marin ar : Bay Springs Marina
recca
By Douglass G. Norvell,''PhD. and David G. Egler, Ph.D.
Center for Business and Economic Research (National Marine
Western- University Manufacturers
Macomb, IL 61455. Association
f 6.a
APPRAISAL AND REAL ESTO ECONOMICS ASSOCIATES, INC.
Subs_. _
recor� i:: c . ::.--
item 4 L
Copyright 1987 by the
Center for Business and Economic Research
Western Illinois University
Macomb, IL 61455
Printed in the United States
Center for Business and Economic Research
Western Illinois UhNersity
Macomb, IL `61455
Sub: _
recd r
lte: n . u--� -7 moi/
TABLE OF CONTENTS
INTRODUCTION ............: ............. .........
1
...
THE CASE STUDIES ....:......
1
............. ...: .: ......
UTILIZING THE.,DATA FROM THE, CASE STUDIES ................
2
THE DINNER KEY MARINA
Introduction................... .... .. ...............
5
Location.................. ................
5
.........:. ..
Policy of the.Marina ..... .......
5
... ... ..................
Figure1: Map ...................................................
6
TheMarina
8
.. .......... ...... ..................
TheCustomers...... ...... .................
8
............
Financial Performance. .. , '
8
, , , , , , , , , , , , ,
Table 1: Descriptive Statistics Drawn from a
Survey of 25% of the 314 Boaters................................9
Table 2: Revenues and Expenses for -the year1983 ... .........
11
Table 3: Revenues and`Expenses3For Lie year 1984 .............
13.
Table 4: Revenues andExpenses1ofthe year 1985 ......... ...
...
15
Table 5: Financial'.Compansons Dunng the years
t1983, 1984 and 1985 ..: ...........:
16
Conclusions . .' .. , ,
17
Appendix I: Mooring and Dockage Agreement....................
18
Appendix II:. Dinner Key Marina Questionnair......... , .. ` .
25
SOUTH SEAS PLANTATION MARINA
Introduction
31.
..... .... .. .............................
jThe Marina ................................. ....................
31
!_ The Region ................ ...... ................... ......
31
'. Figure 1: Map..........._.........
32
.......... ..
rket
Nature of the Marina Ma...
33
........ ............ ....
Marina Operations ........ ......' ................. .
33
Financial Performance ....... : ....... . .
..
34
Table 1:, Financial Performance During 1984-1985 ... .......
35
Conclusions.......:. ........ . ...... ... ...... ....
36
Table 2: Monthly Operating Statements
During the Year 1985 .. . ..
37
........................
Table 3: Financial Comparisons During the years
.1984 and 1985 ...... .......... ......................
.38
PERDUE -DEAN, INC.
Introduction.........'
39
... ................. .... ........ ....
History .... ... ..........
39
.......... .. ......
Region............................ .........................
39
Figure: Map �
.. .............. ...............
40
. . ............
The Perdue -Dean Mar ........ ;
41
. , , , , ,
• — 32
•
0.
Cocoanut Grove Village Council
VIA HAND DELIVERY
TO: Honorable Stephen Clark
Mayor, City of Miami
3500 Pan American Drive
.Miami, FI. 33133
CC: All City Commissioners
Dear Mayor Clark,
Enclosed is a resolution passed by the Cocoanut Grove Village Council regarding
the Virrick Gym Charrette, We look forward to your favorable consideration of our
recommendations.
Since
iVichael Y. Cann'
Treasurer
cc:Howard Weisberg, Chairman
record in cc.___ .
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VILLAGE COUNCIL,
COCOANUT GROVE
A RESOLUTION OF THE''COCOANUT GROVE VILLAGE COUNCIL,
SPECIFICALLY ADOPTING AND RECOMMENDING IMPLEMENTATION
OF THE FINDINGS OF THE DINNER KEY VERRICK GYM CHARR'T
AS SET FORTH -IN THE CITY OF MIAMI PLANNING, BUILDING,
AND ZONING DEPARTMENT STUDY.
WHEREAS, the Cocoanut Grove Village Council is the
elected body the residents of Cocoanut Grove and acts in an
advisory capacity to the City of Miami Commission on Cocoanut
Grove issues; and
WHEREAS, 'on January 22, 1994 an all -day city sponsored
Charrette was conducted on the adaptive reuse of the Verrick
Gym and immediate surrounding area; and
WHEREAS, 'the Charrette was publicly noticed, and attended
by a broad spectrum of residents and business owners from
throughout the City of Miami including members of the .Cocoanut
Grove Village Council and
WHEREAS, public meetings on February 15, 1994;, before
the Water front Board; before the Heritage Conservation Board
on March 16, 1994 and the Planning Advisory Board on March 16,
1994, all resulted in recommendations to the City Commission
to.approve the broad based Charrette recommendations; and
WHEREAS, the Cocoanut Grove Village Council has voted
unanimously to urge the City Commission to approve the City of
Miami: Planning,. Building and Zoning Department Study and to
direct the administration to adopt and implementits goals 'and
objectives,
NOW, THEREFORE, BE IT* RESOLVES BY THE COCOANUT GROVE
VILLAGE COUNCIL THAT:
"SECTION 1. The Cocoanut Grove Village Council hereby
recommends to the. City of Miami: Commission to adopt the.
finding's contained within the, City `of Miami; Planning,_
Building and Zoning Department Study with specific attention
to.
A. Results of the Charette (on page 13 of the
study attached her to and made a part here of
as Exhibit "All)
B•. The Plan (on pages 14-16 of the. study,
attached here to and made,;, apart here of as
Exhibit B") �± �_
EXHIBIT "A"
Results of the Charrett�a
Pursuant to City Commission direction at its meeting of
October 14,' 1993 (M-93-560), the Planning Department was
instructed to conduct a planning study of the Virrick Gym and the
immediately surrounding area. Public input was sought in order
to receive necessary approvals from federal and state agencies
due to historic designation of.'the hangars and deed restrictions
on Virrick Gym site.
The City sponsored an all -day publicly noticed charrette at
the Coconut Grove Sailing Club on January 22nd, 1994. The
conclusions of that charrette were presented at a publicly
noticed meeting on February 15th at City Hall. Subsequently, the
recommendations of the participants of the charrette are to be
presented to and approved in concept by the Waterfront Advisory
Board onMarch 8th and the Historic and Environmental
Preservation Board on March 15th.
The charrette focused on: (1) the. adaptive reuse of Virrick
Gym; (2) the potential redevelopment of the Virrick Gym site; (3)
the potential reuse of the two hangars (FKA Merrill Stevens
Boatyard); and (4) planning for the -immediate vicinity bounded by
Aviation Avenue, South Bayshore Drive, Pan American Drive and the
Bay.
Nine teams of interested participants discussed the site,
proposed solutions and revised those proposals in an open forum.
Their conclusions, attached herewith as Attachment A, provide the
summary of that charrette and a. set of guidelines. for .the City
Commission and City • Administration regarding the future
development of the site.
Subsequently, during the meeting of February 15th at City
Hall, a proposal was put forward to utilize the Virrick Gym as a
farmer's market;.this proposal was rejected by the audience.
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13
C. The Next Steps (on page 17 of the study,
attached here to and made apart here of as
Exhibit "C")
D. Goals and Objectives (on pages 19 and 20
of the study attached here to and made a part
here of as Exhibit "D")
SECTION 2. the Cocoanut Grove Village Council recommends
that the City of Miami Commission authorize the City Manager
to advertise for professional services of qualified Marine,
Architectural, Engineering and Environmental Planning firms to
delineate and design the renovation and development concept
consistent with the recommendations from the participants in
the Charrette as summarized in the City of Miami Planning,
Building and Zoning Department Study.
SECTION 3. The Cocoanut Grove Village Council recommends
that the City Commission direct that the design concept should
be developed prior to the City Managers preparation of an RFP
(request for proposals) in order to avoid a skewed or single
developer design concept that may not necessarily be
consistent with the results of the Charrette.
PASSED AND ADOPTED this March 22, 1994 by Cocoanut Grove
Village Council, Inc. by
WARD ERG, CHAIRMAN
ATTEST:
NEIL SHIVES, SECRETARY
ELECTED COUNCIL MEMBERS
MICHAEL CANNON
DAVID GELL
ROBERT GILMORE
MICHAEL GOLDSTEIN
LEE MARKS
JOYCE NELSON
LYN PARKS
MELANIE THOMAS
CARL PRIME
JIHAD RASHID
NEIL SHIVER
TED STAHL
KEN TOBIN
LAURA VIETH
DENISE WALLACE
HOWARD WEISBERG
«ed into the pi.�aiic
Submi
record in
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C Cie-rk
VIRRICK GYM AT DINNER KEY STUDY
SU
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EXHIBIT "B" y
recorC : -
item
THE PLAN
A. The Virrick Gym would be retained and restored as a sailing
center, ideally as a facility shared by "Shake -A -Leg", a
sailing program for the handicapped; the U.S. Olympic Sailing
Team and the City of Miami Parks Department sailing program.
Using recreational sailing as a common theme, a recreational
program for the general public is also visualized including
an exercise gym, health club and bike rentals. Shake -A -Leg
has a small sailboat dock, also. Parking is available for
handicapped and users.
The office annex, which is contiguous on the north side of
the Virrick Gym building proper is currently partially
occupied by City of Miami offices. If Shake -A -Leg were to be
allowed to follow through with their ambitious program for
reusing the office annex as sailing team barracks, then the
City offices (daycare, handicapped and cable) would have to
be relocated to an unidentified location. Alternatively,
during -a long transition period, the use of the office annex
could be divided between Shake -A -Leg and the City.
B. The Hangar (formerly Merrill Stevens Drydock) would be
retained and reused as a full service boatyard capable of
servicing boats over 28 feet in length. This facility would
be augmented by a repaired (or new) boat lift, and room for a
forklift to maneuver. Increasingly stringent environmental
regulations dictate that boat repair activity take place in a
controlled (indoor) environment so that the outside apron is
to be used by boats to be repaired or dry boat storage (28' +
in length). Sufficient parking on the north side of the
building would be available for workers, clients and marina
users.
C. The, Machine Shop- (formerly Merrill Stevens D dock is
proposed as a Pan American Airways Coast Guard/Air/Marine
Historical Museum (see letter of interest in Appendix C from
the Historical Museum). This proposal should not be reviewed
in isolation but rather in the context of Coconut Grove's
other, historic attractions such as the Barnacle, and City
Hall and the Virrick Gym at Dinner Key. Visitor parking
would be available to the north of the building.'
Alternatively, if the Historical Museum proposal ultimately
is not found to be acceptable to the City, this building
would -be included in the Request for Proposals for the full
service boatyard (see below).
D. The Marina has previously been included with the full service
boatyard. However, it seems that the marina could 'be
0U, az3
14
parking at the Coconut Grove Exhibition center. Preservation
of this green space calls into question continued use of this
area by workers and patrons of establishments on the north
side of South Bayshore Drive.
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16
ite„_—
operated separately if a dedicated parki,�T'-are"a""-dor users
were located on the bay side, of the machine shop or in part
of the. open apron. The marina would include sixty-one (61)
grandfathered slips, and perhaps 25 to 40 more new slips
(which would have to be approved by Metro Dade County). Also
included is a dockmaster's office, on -dock fuel facility
(with onshore fuel storage tanks) and a marine art -in -public -
places feature.
The fuel facility is located to provide maneuverability for
large boats; the continued use of the water area to 'the
southeast as a "free" anchorage may interfere with this
desired maneuverability of larger boats destined for the
fuel facility or the boat lift.
E. The Boat Launching_ Ramps need to be. renovated to facilitate
launching (and retrieving) boats. A vehicle -and -trailer
parking area, for storage while a boat is in use, is located
south of the virrick Gym.
F. The Sailing Dock is currently operated by Shake -A -Leg as part
of their concession. The potential to expand the number of
slips here is hampered by the need to provide an ample
maneuvering area for the sailboats.. However, the potential
of expanding sailboat slips.should continue to be explored.
G. A Baywalk with: pedestrian amenities is included, where
appropriate. It is recognized that mangroves on the shore
south of the parking area must be preserved.
H. A New Green Space is located along the eastern edge of the
parking area to provide a "see through” and separation. A
hard court area is included.
I. The Parking Area has been reconfigured. A meter, decal or
other form of parking validation should be considered to
assure that use of the parking area is for patrons of Dinner
Key and not visitors and workers destined for office
buildings on the north side of South Bayshore Drive.
Attention also needs to be given to security needs of the
parking area and the vehicle -and -trailer storage area.
J. The South Bayshore Drive Pedestrian -and -Bicycle Path is
retained. Landscaping in the form of an overhead canopy is
suggested by adding a parallel row of royal poincianas with
adequate spacing to allow for future growth. No understory
landscaping is proposed, for safety and security reasons.
Also to be incorporated is a stop for tram or shuttle service
to accessory parking at the Coconut Grove Exhibition Center
or village center, should this service ever be implemented.
K. The triangular Open Space should only be altered by adding
turf -block or similar "open cell" paving that would allow the
use of green ground cover while still providing for overflow
a
15.
E
EXHIBIT "D"
El
ATTACIMNT A
.VIRR,Cy
GYM CHARRETTE
GOALS AND OBJECTIVES FORTH . E SITE
Submitted into the public
item L -7
C
EXHIBIT "C"
THE NEXT STEPS
The City should:
1. Forward this- study to the appropriate federal and state
agencies for review.
2. Immediately authorize sufficient repairs to the Virrick Gym
to enclose it and protect it from the elements.
3. Prepare a Request for Proposals (RFP) for the Virrick Gym and
Machine Shop, including boat launching ramp and sailing dock,
to enable public interest non-profit groups to present
proposals•utilizing the recently enacted charter amendment.
4. Prepare a Request for Proposals for a full service boatyard
utilizing the large hanger and marina. As •a part of this
RFP, an additional optional proposal could be considered, for
the machine shop, as part of a full -,service boatyard.
5. Seek a coastal management or open space grant to address the
baywalk segment, preservation - of mangroves, and the
installation of the green space and.hard court'.
9
17
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ite: , 4
2. Some indoor recreational facility such as a &Eetball yaourt
and/or boxing gym should be retained for indo6r dctiiifty
during inclement weather.
Hangar:
Preserve the boatyard: as a= .::full-service boatyard including.
fueling, .lift, dry dock aiid storgge_--facilities, if -.possible 'restore
the marina to accommodate vessels up to fifty feet in length,
both motor and sail.
2. Investigate the, possibility hof an". offshore '-fueling station.
3. Rebuild the adjacent seawall.
4. Boatyard should -%be 'privately - managed by a company with the
expertise and resources to handle such an operation, not by
the City of Miami.
5. The boatyard should accommodate as many boat slips as
permissible to -meet the existing need, make Dinner Key a
facility at ' least "equivalent to the Miami 'River's boatyard (the
only other functioning boatyard in. the area), .and make use of
an existing under-utilized facility in an advantageous location.
Machine Shop: `
1. Preserve the building as a possible Pan Am and Coast Guard
aviationimarine''""' -museum with' retail components including
marine accessories and : other shops, a Coconut ' Grove .historic
market and/or farmers' market.
2. Do not locate commercial enterprises which would compete
with existing business; -retail should be complementary to the
primary use of theproperty property as a boatyard.
Parhing Area at Virriek:
1. Landscape the area for a park and a continuous , lighted
'baywalk with lighted, low -intensity recreational facilities.
2. Any .parking should be landscaped surface parking which is
monitored for security.
Area between South Bayshore and hangars:
1. Area should be retained as landscaped surface parking.
2. Any other use for the area should include lighted, low -
intensity recreational facilities such as basketball or volley
ball courts.
ao
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f:.. • .•.. -. �.��
Subrn
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item_
T--
Virrich Gyrn/Merrill Stevens Charrette
Goals anti Objectives for the Site
A majority of the audience agreed on the following general comments;
other team comments apply to individual structures: -
1. Make the conclusions of this'. charrette : the foundation for all
future requests for proposals for the site.
2. Use available FEMA or insurance funds immediately to prevent
further damage to the structures.
3. Preserve all structures; no demolition of historic structures.
4. Area should be reserved for the marine community and water -
dependent ...uses...., ; :.........:....:
5. No hotels or residential units; no high-intensity. -"Bayside-type"
tourist facility or more theaters which would contribute to
traffic and. congestion problems.
6. Revenues collected from - the site should be reinvested there
and not returned to the General Fund.
7. Emphasis on youth recreation, particularly marine -related
recreation.
8. If adequate parking for resulting uses cannot be provided
onsite as surface parking, investigate the possibility of a tram
or shuttle to accessory parking at the Coconut Grove
Exhibition Center or elsewhere.
9. Preserve the existing views of the bay.
10. Preserve the existing mangroves.
11. Landscaping should prevail • continuously along South Bayshore
Drive; a marine -oriented feature should be incorporated into
the landscaping design.
Other Team Comments: .
Virrich Gym:
1. Preserve the Virrick Gym as a multi -use community center
which might include a water sports training center and sailing
educational center by retaining or expanding the Shake -a -Leg
facility, possibly in conjunction with the U.S. Olympic Training
Center.
19
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FAX # DIALED: J>0 -2-.Z 7 (� recc-;
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TOTAL # OF PAGES, INCLUDING THIS PAGE--_..!4.
COIv�:
AS RFQUEMM
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PLEASE FOLLOWYMOUGH
CALL UPON RECEPT
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() *AmeDIATEACnON DES(RED
00-
3 �.,�,
U V 1 1 •J y 4 W t J.1 1 �► 4 f
Lessee
Location
Contact
Phone
Use
Consideration
Term.
Insurance
Taxes
Subsidiary.Code
Note
recoz-,
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e
i tern
a
LEASE AGREEMENT:
Grove Key Marina, Inc.
Dinner Key (Hangar "A" & "B" with
storage building and small frame
building and boat slip) plus
restaurant
Spencer Meredith, President of
Grove Key Marina,_
3385 Pan American Drive,
Miami, FL. 33133
854-9389/858-6527
In and out service for launching
boats, storage, repairs, sale of
the boats up to 28 ft., motors,
hardware, parts, trailers , oil,
bait and tackle. Additional use -
restaurant.
The greater of:
10.3% gross monthly receipts or
1st year-$34,850/yr
2nd year-$50,000/yr
3rd to 30th year-$60,000/yr.
Plus (effective 4/1/90) 3 per
every gallon of gasoline sold.
July 1, 1976 through June 30, 2012
Public liability: BI $1001000/
$300,000 PD $10Q,000
City to be named additional insured
30 day notice of cancellation
required -
120 -070-295 Index 042042
For additional information see
sublease files:
1) Chart House'
2) Southbay Marine, Inc. (assignee
of Ship's Store Sublease)
Updated 6/22/93
Ul: T- 1 9 4 WE 13 1 4 47 W a
LEASE AGREEMENT:
Lessee Chart House Restaurant
Location Dinner Key (sublease of Grove Key Marina
Phone 858-6527
Contact Spencer Meredith, Grove Key Marina
Mailing Address 3385 Pan American Drive Miami, FL 33133
Term June 22, 1982 thru. June 21,2012
Option
Use Dining facility, cocktail lounge and
banquet facility
Consideration 3.5% of gross sales $36,000 min. Annually
Insurance Public Liability including Products
Liability $500,000 for death or injury/
one person $1,000,000 for death or
injury /two or more persons Property
Damage $50,000 City to be named as
Additional Insured 30 day notice of
cancellation required 90% of replacement
value, fire and extended cover
Performance Bond $9,000 advance payment of the first
three month rent -
Taxes Tenant must pay
Utilities Tenant must provide
Resolutions No. 76-307, March 25, 1976
No. 77-96, 77-97, 77-98, January 27,1977
No. 77 698, Sep. 811977; 79-62, 1/18/79•
Subsidiary Code 120-030-522 Index 026001
1 .
Maintenance N/A
Suhn<_.. public
Updated 6/21/93
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9
OCT- I 91`30-w w &E ju 0
Performance Bond $10,000
Taxes Lessee to pay all taxes
Resolutions 85-717
Codes Subsidiary 120-070-296 Index
026045
Survey November 13,1985 Schwebke-S . hishkin & Assoc.
Updated 6/22/93
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itera
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6-1 U,
y
Lessee
Location
Phone
Contact
Mailing Address
Term
Use
LEASE AGREEMENT:
Grove Marina Market (Monty's Rest.)
2550 South Bayshore Drive
856-2626
Manny Medina
2601 South Bayshore. Dr. Penthouse 1
September 30, 1985- May 31, 2035
Shops, restaurants, marina,
boatshed
Consideration
Minimum annual consideration of
$247,586 for the first year of
operation: $257,586 for the second
year of operation: $277,586 for
third year through 2010
The minimum guarantee shall become
for the remainder of the agreement,
the average of the immediate
preceding 3 years rental payments
to the City to be paid on a monthly
basis AS op- g/9y fn;O. i -1%4A % • s
Percentage Rental
Raw Bar, Marina sales, Retail tax
Facilities
8% per annum on gross receipts up
to $1,000,000 and lot per annum on.
gross receipts in excess of
$1,000,000
Stone Crabs - 5% of gross revenue
Dockage & dry storage -
15% of rental revenue
$0.025 per gallon of fuel sold
Insurance
Public Liability, including
Products Liability not less
less than $1,000,000 Property
Damage $50,000 Standard Fire, Light
ing, and Windstorm Policy not less
Sub,it_e -, f�a -.,,
ted Intc
than Automobile Liability
_�_....,blic
$100,000/accident and
recer inc�^--, �c�; ;zi;h
$300,000/occurrence of bodily
injury and $10,000 for property
ite �2
damage
1L. $n h
Submi io n ., PI'l .ic
Zecc. d is C=111 v; -i th
item_ =_ ► �1 � � J � �
WE RECOMMEND:
((, \..1e
A. Restore the Virrrick Gym Hangar 4s originally de_1sfgned and
constructed.
B. Remove the pink parks administration building.
C. The restored Varrick Gym"hangar should be a people friendly
facility with classrooms, hospitality and storage areas of modest
dimensions and "hurricane tough" to house.. a state. of the art
sailing center and to provide sailing instructions to the general
public focusing on younger individuals, school systems,
institutions of higher learning, and visiting sailors.
Shake -A -Leg, established in Newport, Rhode Island, as a non-profit
corporation, with an honored and proven sailing program teaching
sailing to individuals with disabilities, would supervise and
manage this program in conjunction with the city of Miami
administration and local sailors.
D. The launching ramp should be used only for the launching and
recovery of sailboats designated for and participating in this
program.
E. Funding for the entire Varrick Gym Hangar restoration and
interior facilities would be provided for as follows:
I. Two hundred thousand dollars from the approximately $900,000
to be received from the federal government, leaving the city parks
department with $700,000 to be used for the same. or similar
purposes.
II. The balance would be provided by Shake -A -Leg donations and
corporate donations.
III. The Shake -A -Leg donations and corporate donations should
have a time limit of no more than 1 year in order to properly fund
this project.'
3. Merrill Stevens marina. Grove Key marina Dinner Key
Marina and City Hall
Merrill Stevens Marina:
The inability of the city administration of years gone by and
Merrill Stevens marina to agree on a maintenance and rebuilding
program as well as an annual rental fee on the property and
hurricane Andrew has left a valuable public waterfront asset in
disrepair and the city coffers without needed revenues. This
4m`
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ELIZABETH VIRRICK BUILDING REST ATION AND
PARK IMPROVEMENTS PLAN 1-,- �ce
BERMELLO, AJAMIL AND PARTNERS. INC.
IMAW PLORIDA J311313 711L. (8091 966,2080
-17
'
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UL- 29-9d WEED
J-98-8?3
7/14/98
RESOLUTION NO. 9 8 � ` ry
19
A R8S0Lgr1ON CONCERNING THE VIRRICK GYIM
CO4MNITT,YY . WATSR. SPORTS CSNTBR PROJECT)
APPROVING, IN PRINCIPLE, THE CONCBPLAN
FOR THU BUILDING AND 8ITB RBD9V 3t 0v .AAS
PRE$SM720.THIS DATE BY TH$ ADMrNI8TRATION ft
ARCHITECT RICNASQ HSISBNBO'ITLE; APPROVING, IN
1r$M
PRINCIPLE, THE • PROPOSED . PROGRAUM 1. PLAN FO* .
TIB 8'ACILITY AS PRESENTED THi¢ DATE tY Tim
DEPARTMOIT OF PAMM AND RECRBAT=ON; 6
IEt$CTZL1Ci_
TIB AMIJUSTRATIM TO IM. M_wIATaLY Cg
NBGOTXATIONB' WITH SHADE -A -LEG AIAlL INC.,
AND Tab' ' YMCA OP GREATER MIA #' INC . . AS
PROGRAM PROVIDERS ANA TO PRESENT TSB
NEGOTIATED USE AGR EMT (S) , IN A ROM
ACCEPTABLE TO THE CITY ATTORNEY,' TO Tim CITY
CO MISSION FOR ITS RSVISW AND APPROVAL As
SOON 'AS- POSSIBLE; FURTHER DIRBCTING THE
ADMINISTRmxom TO CONTACT AND INCLuDB THE
POLICE A"MOTIC LSAGUB AND THE BOYS AND GIRLS
CLUB AS POTENTIAL PROGRAM MOVIDERS AND Tb
PRESENT ALL NECESSARY DOCUMENT (8) , IN A, PORK
ACCEPTABLE TO TER CITY ATTORNEY, TO THS CITY
COMISSION FOR ITS RMEW AND -APPROVAL AS
SOCK AS POSSIBLE, IF APPROPRIATE, FOR SAID
ORGANIZATIONS.
P 0
138 IT RESOLVED BY THE COMMISSION OF TIB CITY OF MIAMI,
FLORIDA:
section I. The conceptual plan of the building and site
redevelopment for the Virrick Gym Community Water Sports Center
Project, as presented this date by the Administration and
GO- 323
Cr" COMIIKIS9ION
MEETING OF
J1.11. i i IM
H.wwt►a+ Na
Subr:�:_;c i� i'_� •••
record in c! ---:._.....::n VZ
item_ on
WE RECOMMEND: 1L?: tv Hirai
C}-1 Clerk
Increasing the size of boats that can be hauled by the marina.
After that size has been reached, larger boats would use the Miami
river do-it-yourself facilities.
City Hall and Dinner Key Marina:
The historic city administration building and thee.recently, repaired
Dinner Key Marina will continue as they are, a splendid attraction
for visitors and tourists and an exceptional marina for wet storage
and live-aboards.
WE RECOMMEND:
A. Parking around the flag park in front of the administration
building should offer short term parking primarily to individuals
who have business with the administration, the Mayor or the
Commissioners. City Employees would no longer park around this
site, they would park in the convention center parking spaces
thereby freeing up.circle parking for residents and visitors.
B. Sailboat rental concessions located on the south bulkhead area,
long a major compliment to our -city, teaching and training sailboat
activists and renting sailboats should have their parking areas for
customers protected particularly during city of Miami approved
festivals and street closures.
4. Seminole Docks to•_the Barnacle
Long a colorful, heavily used and historic launching ramp
principally for city of Maimi residents, this facility also serves
as a dock and boat storage area for anchorage live-aboards.
WE RECOMMEND
A. Rebuild a 20' by 20' bait and tackle shop to include boating
supplies and a U.S. Customs check in station.
B. Construct a small boat storage area to accomodate live aboards`
and visitors when an authorized anchorage area has been formally
established. Shower and toilet facility would be part of the bait
and tackle facility for use by anchoraged individuals.
C. Provide a professional review and evaluation of the launching
area to determine how additional automobile and boat trailer
parking can be provided.
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..T �../ i Y— So 0 WEL
immediately upon its adoption and signature of the Mayor.31
PASSED AND ADOPTBD this 14th day of July 1998.
JOH.103=50 MAYOR
IA ImicaliN IN, with MI" Godo iso. M Once MW did not WW@ approval of
fhb Ie M9on by #0% K to IN OsVo W p" provW" sols leg oton new
b�o&fiii *11 the 04" d dep ! .the dt� of n
wow J. l��+eaIlrGty Cfarlc
WAL J • 8'OBNW
CITY C9LBRR
APPROVEDAS PO A SS: -
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LLO'
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i2799:SOS
It the Mayor does not sign this Raiolution, it shall become,eff active at
the end of ten calendar days from the date it was passed and adopted.
If the mayor vetoes this Resolution, it shall become enactive
immediately upon Override of the veto by the City Commission.
w
S
liL-•�9-90 W K D .1 1
1
architect Richard Heisenbottle, is hereby approved, in principle.
Section 2. The proposed programming plan for the
facility. as preesntod Ohio date by the Department of Parks and
Recreation is bereby'approved, in principle.
Section 3. The Administiation is hereby Directed to
iumediately cotr&nce negotiations with Shake -,A -Leg Miami, Inc.,
and the .YMM of Greater Miami., Inc. as ptograhei providers and to
present the negotiated use Agreement (s) ,1/ is a force acceptable
to the City Attorney, to the City Camnission * for its review and
approval.as soon at possible.
section 4. The Adui.nistration. is hereby further directed
to contact and include the police Athletic League and the Boys
And Girls Club as potential program providers and to present all
necessary document (s),2/ in a form acceptable to the City
Attorney, to the City Commission for its review and approval as
soon as possible, 'if appropriate, for''said organizations.
Section S. This Resolution sball become effective
V The herein authort2ation is further subject to ccnWliance with all
requirements that may be imposed by the City Attorney, including but not
limited to those prescribed by applicable Cicy Charter and Code
provisions.
2/ rbid.
2 -
Agenda Item No. 36
Commission Agenda
April 13, 2000
MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF MIAMI
AND
YMCA OF GREATER MIAMI
FOR THE USE OF A PORTION OF THE
VIRRICK GYM PROPERTY LOCATED AT
APPROXIMATELY 2600 SOUTH BAYSHORE DRIVE
MIAMI, FLORIDA .
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TABLE OF CONTENTS
ARTICLE I
DESCRIPTION AND TERM
1.1
Description Of Property
1.2
Parking
1.3
Term of Use
1.4
Conditions Precedent
1.5
Option to Extend
ARTICLE II
PURPOSE
2.1
Purpose
2.2
Commercial Activities Within the Property
2.3
Special Events
2.4
Operations
2.5
Rules and Regulations
2.6
Charges for Services
2.7
Use of Shared Facilities
2.8
Continuous Duty to Operate
2.9
Advisory Committee
2.10
Safe Neighborhood Park Bond
ARTICLE III
CONSIDERATION
3.1
Fee
3.2
Payment of Net Income
3.3
Additional Payments
3.4
Late Payments
3.5
Returned Check Fee
3.6
Performance Deposit
3.7
Promotion of the City
ARTICLE IV
PROVIDER'S SERVICES
4.1 -
Provider's Services
4.2
Repairs and Maintenance
4.3
Exceptions
ARTICLE V
PROVIDER'S COVENANTS
5.1
Personnel
5.2
Annual Plan
5.3
Performance Review
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ARTICLE VI
RECORDS AND AUDITING
6.1
Records Of Sale
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6.2
Audit
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ARTICLE VII LICENSES; COMPLIANCE WITH LAWS
7.1
Licenses And Permits
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7.2
Compliance with Laws
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ARTICLE VIII HAZARDOUS MATERIALS
8.1
Hazardous Materials
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ARTICLE IX
ALTERATIONS AND IMPROVEMENTS
9.1
Initial Improvements
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9.2
Furnishings and Equipment
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9.3
Alterations
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9.4
Payment, Performance Bonds and Letters of Credit
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9.5
Mechanics' Liens
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9.6
Personal Property
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9.7
Changes and Additions to Virrick Gym and/or Property
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ARTICLE X
THE CITY'S INSPECTION AND RIGHT OF ENTRY
10.1
Inspection by the City
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10.2
The City's Right of Entry
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ARTICLE XI
UTILITY CHARGES
11.1
Utilities
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11.2
The City and the Provider Not Liable for Failure of Utilities
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ARTICLE XII
CONDITION OF PROPERTY
12.1
Condition Of Property
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ARTICLE XIII INDEMNIFICATION AND INSURANCE
13.1
Indemnification
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13.2
Insurance
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13.3
Damage or Loss to the Provider's Property
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ARTICLE XIV DESTRUCTION OF PROPERTY
14.1
Destruction Of Property
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ARTICLE XV
ASSIGNMENTS AND SUBLETTING
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15.1 Assignment And Subletting Of Property
15.2 Event of Bankruptcy
ARTICLE XVI OWNERSHIP OF IMPROVEMENTS
16.1 Ownership Of Improvements
ARTICLE XVII SIGNAGE
17.1 Signs
ARTICLE XVIII SPECIAL ASSESSMENTS AND TAXES
18.1 Special Assessments and Taxes
18.2 Appealing Ad Valorem Taxes
ARTICLE XIX DEFAULT
19.1 Events of Default - Provider
19.2 Remedies in Event of Provider's Default
19.3 Repeated Defaults
ARTICLE XX NOTICES
20.1 Notice
ARTICLE XXI MISCELLANEOUS PROVISIONS
21.1
Ingress And Egress
21.2
Use Rights
21.3.
City Approval
21.4
Successors and Assigns
21.5
Surrender of Property
21.6
Amendments
21.7
Construction of Agreement
21.8
Court Costs and Attorneys' Fees
21.9
Waiver of Jury Trial
21.10
Severability
21.11
Waiver
21.12
Captions
21.13
Radon
21.14
No Recordation
21.15
Agreement Preparation
ARTICLE XXII HOLDING OVER
22.1 Holding Over
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ARTICLE XXIII AFFIRMATIVE ACTION
23.1 Affirmative Action
23.2 Nondiscrimination
ARTICLE XXIV MINORITY PROCUREMENT
24.1 Minority/Women Business Utilization
ARTICLE XXV ENTIRE AGREEMENT
25.1 Entire Agreement
ARTICLE XXVI APPROVAL BY OVERSIGHT BOARD
26.1 Approval By Oversight Board
•
EXHIBIT A
THE PROPERTY
EXHIBIT B
VIRRICK GYM
EXHIBIT C
VIRRICK GYM SITE PLAN (to be attached upon availability)
EXHIBIT D
PARKING AREA
EXHIBIT E
VIRRICK GYM DEED
EXHIBIT F
CITY'S CONTRIBUTION TO INITIAL IMPROVEMENTS
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MANAGEMENT AGREEMENT
This Management Agreement (hereinafter the "Agreement"), is made and entered into this
day of (the "Agreement Date"), by and between the City of Miami, a municipal
corporation of the State of Florida (hereinafter the "City") and YMCA of Greater Miami, a non-profit
corporation (hereinafter the "Provider"), (hereinafter collectively referred to as the "Parties").
WITNESSETH
WHEREAS, the City and the Provider are mutually interested in providing recreational
programs, activities and facilities for the use and benefit of the people of the City; and
WHEREAS, the City owns and/or has' under its jurisdiction and control certain lands and
facilities located at 2600 South Bayshore Drive, Miami, Florida, as more particularly described in Exhibit
"A" attached hereto and made a part hereof, that may be utilized for community recreational activities;
and
WHEREAS, the common objective of providing such community recreational programs,
activities and facilities maybe best achieved through joint and concerted action of the Parties hereto.
NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter
contained to be observed and performed, the Parties hereto do hereby covenant and agree as follows:
ARTICLE I
DESCRIPTION AND TERM
1.1 Description of Property
The Provider is hereby permitted to use the "Virrick Gym" as depicted in Exhibit "B"
attached hereto and made a part hereof, in common with the City and other providers of programs and
activities at the Virrick Gym. The Provider shall have the exclusive right to occupy an office within the
Virrick Gym for operation of its on=site management office (the "Office"). The Provider agrees that the
City and other providers of programs and activities at the Virrick Gym will have the exclusive use of
certain other areas of the Virrick Gym. The intent of the Parties is to develop the Virrick Gym into a
fitness and recreational center. As such, all rooms, with the exclusion of the Office, will be shared
facilities (the "Shared Facilities") with each provider having an exclusive area for its respective office
operations. A site plan depicting the square footage and location of the Office, the exclusive areas to be
t
occupied by the. City, the other providers, and the Shared Facilities shall be attached hereto as Exhibit "C"
upon its availability following completion of the final construction documents associated with the
renovation of the Virrick Gym and review and approval of the Parties. For the purposes of this
Agreement, any reference to the "Property" shall be deemed to include, the Virrick Gym including the
Office, and the Parking Area, as depicted in Exhibit "A".
1.2 Parkin
The Provider shall have the non-exclusive use of the Parking Area as shown in Exhibit "D"
attached hereto and made a part hereof (the "Parking Area") subject to the provisions of Section 9.7
hereof. The Provider shall be assigned eight (8) parking spaces for its employees and volunteers for one
hour before and one hour after the Provider's Required Operating Hours, as defined below.
1.3 Term of Use
The term of this Agreement shall be for an eight (8) year period (the "Term") commencing on the
date construction of the Initial Improvements is completed as evidenced by the issuance of a Temporary
Certificate of Occupancy (the "TCO") for the Virrick Gym, or a Certificate of Occupancy if no TCO is
required (the "Commencement Date") and expiring eight (8) years thereafter, unless sooner terminated as
provided herein. In the event the Commencement Date does not fall on the first day of a calendar month,
the Commencement Date shall be adjusted to be the first day of the following calendar month.
Notwithstanding the above, in an effort to facilitate the opening of the Virrick Gym, the City
Manager, in his sole discretion, may execute a pre -possession agreement with the Provider, in a form
acceptable. to the City Attorney, in order to permit Provider to install the Furnishings and Equipment as
provided in Section 9.2 herein prior to the issuance of a Certificate of Occupancy or T CO.
1.4 Conditions Precedent
This Agreement shall not take effect until the following conditions have been met (the
"Conditions Precedent"):
(i) Written concurrence of this Agreement and the transactions contemplated herein, or other
acknowledgment that this Agreement and the transactions contemplated herein, are not in
violation of the deed restriction placed on the Property, from the United States
Department of the Interior. In no event shall the City be required to incur any cost in
connection with such concurrence or acknowledgment from the United States
Department of Interior.
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(ii) In the event the United States Department of the Interior imposes any restrictions.
conditions or exceptions with respect to its approval of this Agreement, the Provider shall
have provided to the City written acknowledgment of its acceptance of said restrictions.
conditions or exceptions.
(iii) The Director of the City's Parks Department (the "Parks Director") shall have approved
the Initial Improvements, as defined in Section 9.1 herein, and determined that such
Initial Improvements are sufficient in the Parks Director's sole discretion, for the
Provider to operate its programs. Such approval by the Parks Director shall not be
unreasonably withheld.
(iv) The Parks Director shall have received proof that the Section 106 Historic Preservation
Review has been completed and copies of any such approvals required for construction
of the Initial Improvements.
(v) The Provider shall have submitted to the City proof satisfactory to the Parks Director that
funds are available to design and. construct the Initial Improvements and the City's
remaining construction obligations at the Property in accordance with Section 9.1 herein.
(vi) The Provider shall have deposited with the City all funds necessary to complete the
design and construction of the Initial Improvements in accordance with Section 9.1
herein other than Safe Neighborhood Park Bond funds. Said funds shall be non-
refundable unless this Agreement becomes null and void resulting from the failure of any
Condition Precedent as hereinafter provided.
(vii) The Provider shall have submitted to the City proof satisfactory to the Parks Director,
that funds are available for the Provider's purchase and installation of the Furnishings
and Equipment in accordance with Section 9.2 herein, necessary for operation of the
Provider's programs and/or that said equipment is otherwise available to the Provider for
installation at the Virrick Gym.
(viii) The City must own and/or control the use of the Property.
(ix) The Parks Director shall have reviewed and approved the activities, services and
programs to be provided hereunder and the Fees as defined in Section 2.6 herein.
(x) The Parks Director shall have reviewed and approved the Required Operating Hours as
defined in Section 2.8 herein.
(xi) The Parks Director shall have reviewed and approved all items required under Section
5.2 hereof.
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In the event any of the above conditions are not satisfied on or before twelve (12) months from
the Agreement Date, this Agreement shall be deemed null and void. The Provider will hold the City
harmless from any and all costs and expenses related to this Agreement. The City Manager shall have the
option, in his sole discretion. to extend the twelve (12) month deadline provided above.
1.5 Option to Extend
This Agreement may be extended for two (2) additional six (6) year periods the same terms and
conditions contained in this Agreement (as the same may be amended from time to time) which terms and
conditions may be modified by the mutual agreement of the Parties (hereinafter the "Additional Terms"),
provided that the Provider complies with the following conditions:
(i) The Provider has delivered written notice of its intent to extend the Agreement to the City
Manager six (6) months in advance of expiration of the Term or of the first Additional Term,
but no earlier than nine (9) months prior to the expiration of the Term or the first Additional
Term (the "Option Request").
(ii) No event of default, as defined in Article XX hereof, exists at the time of receipt of the
Option Request.
(iii) The Service Audit, as hereinafter defined, has shown that the Provider's services have been
found to be satisfactory.
Upon receipt of the Option Request, the Parks Director shall conduct an audit of the Provider's
compliance with the provisions of this Agreement (the "Service Audit"), which may include, but will not
be limited to, a review of the following:
(i) The Provider's adherence to and performance of all covenants, agreements and other
obligations on its part hereunder.
(ii) The Provider's income statement for the previous years of operation to ensure the Provider
can continue to perform all covenants, agreements and other obligations as contained in this
Agreement in a fiscally sound manner;
(iii) the Provider's substantial accomplishment of its goals and objectives as outlined in its
Annual Plan approved by the City in accordance with Section 5.2 herein.
Such Service Audit shall be completed within sixty (60) days of receipt of the Provider's Option
Request: Based upon the findings of the Service Audit, the Parks Director shall make a recommendation
to the City Manager to approve or deny the Option Request along with suggested modifications to the
terms and conditions of this Agreement, if any, as may be agreed to by the Parties. In the event the
Provider has complied with all of the aforementioned conditions, the Option Request shall be placed on
4 � arm 3
the next available City Commission agenda for Commission review and approval. which approval shall
not be withheld unless four-fifths of the City Commission members vote to withhold such approval. .
In the event any option to extend the original Term or any additional Term of this Agreement is
exercised, the City will retain the Deposit provided for in Section 3.6 hereof, for the same purposes as
described therein. The original Term and any Additional Term once exercised shall be collectively
referred to as the "Term".
ARTICLE 111
PURPOSE
2.1 Purpose
The purpose of this Agreement is to have the Provider_ utilize the Virrick Gym to serve primarily
as a public recreation center, and provide recreational opportunities to the City of Miami residents,
organized youth groups, disadvantaged sectors of the public, organized community groups and the
general public. The Provider shall ensure that the Virrick Gym and all the Provider's activities generated
thereon, will be available to.all segments of the community including the physically challenged and
financially disadvantaged. .
The Provider shall operate, manage, supervise and administer the Property, as an independent
contractor and not as an employee of the City, for the purpose of providing, on a nonexclusive basis,
health, fitness and recreational programs which may include from time to time: a pool, a fitness center,
exercise studios, spinning studio, multipurpose room, wellness center and snack bar, child watch/baby-
sitting, kids gym/activity center, learning and computer tutorial center, playground, and indoor track. The
Provider may request written consent from the City Manager to use the Virrick Gym for any other use,
but shall not be authorized to use the Virrick Gym for that use until the Provider has received the written
consent of the City Manager, which consent may be conditioned or withheld in the City Manager's sole
discretion.
The sale, distribution and/or consumption of alcoholic beverages at the Property is prohibited
unless expressly authorized by the Parks Director in connection with a Special Event.
This Agreement and all rights of the Provider hereunder shall, at the option of the City, cease and
terminate, in accordance with the provisions and requirements of Article XIX, in the event that the
Provider ceases to use and operate the Virrick Gym for the purposes provided herein.
2.2 Commercial Activities Within the Property
The Provider shall be required to receive the City Commission's prior written approval to provide
commercial activities that are ancillary to the Provider's use of the Property. Such approval may be
conditioned or withheld for any or no reason whatsoever, including a condition to pay additional
consideration to the City.
2.3 Special Events
The City shall have the sole authority and responsibility for issuing permits (the "Park Permit"),
and for collecting fees in connection therewith and establishing permittee liability insurance requirements
to utilize the Property for Special Events. Any inquiries to the Provider for a Special Event should be
referred to the Parks Director. The Parks Director shall consult with the immediately adjacent property
owners and entities for the purpose of informing them of the requested Special Event and obtaining their
input. The Parks Director, in his sole discretion, may issue a Park Permit for the requested Special Event.
In the event the City issues a Park Permit, the City shall have the sole responsibility to clean the Property
and repair any damages resulting from the Special Event, or cause same to be cleaned and repaired. If
the Special Event is held after the Required Operating Hours (as hereinafter defined), the City shall
ensure that the Property is secure at the conclusion of the Special Event.
For purposes of this Agreement, the term "Special Events" shall mean activities at the Property,
which exceed the scope of the regular program activities that are conducted at the Property. The Provider
shall be required to obtain a Park Permit for any of the Provider's Special Event. The Provider shall not
be required to pay the permit fee associated with any Park Permit but shall be required to pay any and all
other costs associated with the issuance of the Park Permit including, but not limited to, the cost of
additional insurance, off-duty police, fire -rescue services or cleanup services related to the Special
Event. For the purpose of facilitating the planning of Special Events, the Provider may submit a list of all
planned Special Events for a one-year period at the same time it submits its Annual Plan to the City in
accordance with Section 5.2 herein, thereby requesting the advance issuance of Park Permit(s) for such
Special Events.
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2.4 Operations
The Provider shall conduct its operations in an orderly manner reasonably intended not to disturb
or be offensive to customers, patrons or others in the immediate vicinity of such operations.
2.5 Rules And Regulations
The Provider agrees to comply with all the rules and regulations that may be promulgated by the
Parks Director for the use and operation of the Property, as the same may be amended as necessary in the
Parks. Director's reasonable discretion.
2.6 Charges For Services
Prior to the Commencement Date, a schedule of the Provider's proposed fees (the "Fees") for
services shall be. provided to the Parks Director for approval. Such Fees shall be comparable to those of
similar facilities for similar services. Said Fees shall include rates for use of the Shared Facilities by third
parties. The Provider shall use its best efforts to provide scholarships and/or other assistance to
individuals who would otherwise be unable to pay the Fees for services due to financial limitations. Any
proposed modification to the Fees must be submitted to the Parks Director for prior written approval
which approval will be deemed granted unless the Parks Director objects to such proposed Fees in writing
no later than thirty (30) days after receipt of the proposed Fee modification.
2.7 Use of Shared Facilities
The Provider, at its sole cost and expense, shall be responsible for scheduling all activities
conducted in the Shared Facilities within the Virrick Gym. All Fees associated with such use shall be
reviewed and approved by the Parks Director in accordance with Section 2.6 herein. The Provider
agrees that the City and the City's Police Athletic League ("PAL") shall be permitted to utilize the Shared
Facilities for their respective programs at no cost. Additionally, non-profit community organizations shall
be permitted to use the Shared Facilities for non -fee based activities during the Required Operating
Hours, no less than twenty (20) hours per month, and at no cost (the "Community Hours"), subject to
availability. The Parties acknowledge that the Provider has agreed to pay all costs associated with the
operation and maintenance of the Virrick Gym and the Parking Area. In consideration for the Provider's
acceptance of such obligation, the Provider shall be provided priority in the scheduling of its programs in
the Shared Facilities.
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Sixty (60) days prior to the anticipated Commencement Date. the City shall submit to the
Provider its requirements which shall include, but not be limited to, the City's sailing program
requirements and PAL's requirements for use of the Shared Facilities for the period from the
Commencement Date to the end of the then current fiscal year. in the event that the Commencement
Date falls between July 1st and September 30th, the City's schedule shall be for the period from the
Commencement Date to the end of the following fiscal year. The Provider shall prepare a schedule for
use of the Shared Facilities for the same time period. The Provider shall obtain the prior written approval
of the Parks Director prior to implementation of such schedule at the Virrick Gym.
On July 1st of each year thereafter, the City shall submit to the Provider its requirements which
shall include, but not be limited to, the City's sailing program requirements and PAL'S requirements, for
use of the Shared Facilities for the upcoming fiscal year (October 1 st to September 30th). The Provider
shall prepare a schedule for use of the Shared Facilities for the upcoming fiscal year. The Provider shall
obtain the prior written approval of the Parks Director prior to implementation of such schedule at the
Virrick Gym, which approval will be deemed granted unless the Parks Director objects to such proposed
schedule within thirty (30) days after receipt of the proposed schedule.
The schedule approved by the Parks Director shall be reviewed by the Parties hereto thirty (30)
days prior to the end of each calendar quarter (quarterly periods shall end December 31 st, March 31 sty
June 30th and September 30th) in order to make adjustments as necessary. Notwithstanding the above,
either the Provider or the City may schedule additional activities within the Shared Facilities, subject to
availability, by providing notice to the other Party.
The Provider shall develop an application to be completed by non-profit community
organizations requesting the use of the Community Hours. Once completed, the Provider shall submit
each such application to the Parks Director for approval of the scheduling of Community Hours.
Organizations and groups that pay the Fees approved by the Parks Director in accordance with Section
2.6 herein, may submit to the Provider an application for use of the Shared Facilities. The Provider. is
hereby authorized to approve such use, subject to the availability of. the Shared Facilities.
Notwithstanding the schedule of activities for use of the Shared Facilities, the Provider
acknowledges that the City will be operating a sailing program from the Property and there will be times
when weather does not permit sailing activities to take place. The Provider agrees to permit the City to
use the Shared Facilities, at no cost, when weather conditions require the City to conduct its sailing
program inside, even if on such occasions the City and the Provider are required to share the Shared
Facility.
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2.8 Continuous Dutv To Operate
Except where the Property is rendered untenantabld by reason of fire, act of God, or other
casualty, the Provider shall at all times during the Term or any Additional Term hereof (i) occupy the
Premises; (ii) continuously conduct operations in the Premises in accordance with the terms of this
Agreement; (iii) at all times keep the Premises fully stocked with materials, trade fixtures and furnishings
necessary and proper to operate the Property and (iv) keep the Premises open for operation during hours
established from time to time and approved by the Parks Director,which approval shall not be
unreasonably withheld (hereinafter the "Required Operating Hours")
2.9 Advisory Committee
The City anticipates creating a Virrick Gym Advisory Committee (the "Advisory Committee") to
provide input and advice as to the management and operation of. the Property. The Provider agrees that
upon the creation of the Advisory Committee, the City reserves the right, but not the obligation, to submit
all items requiring the City's review and/or approval to the Advisory Committee in order to obtain its
feedback and recommendations. Additionally, the Provider agrees to use its best efforts to make such
changes to its programs and operations, in a timely manner, as may be requested by the Advisory
Committee from time to time.
2.10 Safe Neighborhood Park Bond
The Provider acknowledges that the reconstruction of the Property is being primarily funded with
Safe Neighborhood Park Bond Funds. The. Provider agrees to perform, at its sole cost and expense, any
and all obligations required of the City as a result of the use of these funds, as said obligations apply to
the Virrick Gym and the Parking Area.
3.1 Fee
ARTICLE III
CONSIDERATION
The Provider agrees to pay to the City an annual administrative fee of five hundred dollars
($500.00), plus State of Florida Sales and Use Tax, if applicable, which shall be paid in advance and in
full on the first day of each Agreement Year, without notice or demand (hereinafter the "Annual Fee")
Payments shall be made payable to "City of Miami" and shall be mailed to City of Miami, Department of
Finance, Rental Collections, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, or such other address
9 43
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as may be designated from time to time. For purposes of this Agreement, the term "Agreement Year"
shall mean any period of time consisting of twelve (12) consecutive calendar months commencing on the
Commencement Date and each anniversary thereafter.
The Parties agree that the Property is being operated for the purpose of providing recreational and
educational activities for the public. The Provider agrees that except as otherwise provided herein,
revenues generated at the Property shall be spent for the operation, maintenance, and improvement of the
Property or allocated as and held in reserve for the future operation, maintenance and improvement of the
Property.
The Provider agrees to pay to the City 50% of the Net Income, as hereinafter defined, plus State
of Florida Sales and Use Tax, if applicable (the "Net Income Payment"). The term "Net Income" shall
mean the Gross Revenues, as defined herein, of each Fiscal Year, as defined herein, less any expense
approved by the Parks Director in accordance with Section 5.2 of this Agreement excluding those
expenses paid from sources other than Gross Revenue. The Provider shall be responsible for any and all
operational losses resulting from its operations hereunder.
For purposes of this Agreement, the term "Gross Revenues" shall include the following:
(i) All revenue from program fees and membership dues;
(ii) All revenue derived from advertising and sponsorships conducted on the Property;
(iii) All revenue from sales, rentals, and services, (such as pay telephones, vending machines,
and entertainment devices both for cash and on credit), rendered on the Property;
(iv) All revenue received by the Provider in connection with the use of the Property, any facility
thereon, or any portion thereof for any period of time, including without limitation, Special
Events, banquets, concerts, tournaments, receptions and parties held on or initiated from the
Property;
(v) All revenue from motion pictures, commercial filming purposes or commercial
photographic purposes held on or initiated from the Property.
(vi) All grants, subsidies, rebates, credits or similar benefits received from any federal, state,
regional or local governmental body, agency, authority, department or organization which
revenues are restricted for the use by the Provider at the Property or for improvements to the
Property.
(vii) All donations and contributions which are restricted for use at the Property or for
improvements to the Property.
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G
No deduction from Gross Revenues shall be allowed for direct or indirect discounts, rebates or
other reductions on sales or services, unless generally offered to employees or the public on a uniform
basis.
Gross Revenues shall not include the following:
(i) The amount of any sales, use or gross sales tax imposed by any federal, state or
governmental authority directly on sales and collected from customers, provided that such
tax is added to the selling price therein and paid by the Provider to such governmental
authority.
(ii) Insurance proceeds;
(iii) Monies collected from events for charities in which the total amount collected is paid to the
charitable sponsor;
(iv) All gratuities paid to employees;
(v) . Any donations or contributions which are given for the Provider's use on an unrestricted
basis.
(vi) All grants, subsides, rebates, credits or similar benefits from any federal, state, regional or
local governmental body, agency, authority, department or organization which revenues are
given to the Provider on an unrestricted basis.
Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be recognized in the
accounting period in which the service was provided or sale took place. Payments received in advance
are deferred and shall be recognized as revenue in the accounting period in which the service is rendered
or sale takes place. Grants shall be recorded as income during the period designated by the grants or
when the Provider has incurred expenditures in compliance with the restrictions of the grantor. If a sale
is by credit card no deduction shall be allowed for any commission associated with such sale.
Gross Revenues shall be reduced by the amount of any refund made upon any sale in or from the
Property, not to exceed the sale amount previously included in Gross Revenue, where the sale is
thereafter returned by the purchaser and accepted by the Provider. If such refund is in the form of a
credit to customer, such credit shall be included in the calculation of Gross Revenues when used by the
customer.
The Provider, in its sole discretion, shall be permitted to spend grants, subsides, rebates, credits
or similar benefits, donations and contributions, as more particularly described in Subsection 3.1(f) and
(g) above, for use at the Property or to place said monies in reserve for future use by the Provider at the
Property. Any monies remaining in reserve at the end of the Term or any Additional Term shall be paid
to the City for future maintenance of and operations at the Property. For purposes of this Agreement,
II— 23
the term "Fiscal Year" shall mean each consecutive twelve-month interval commencing on October I st
and expiring September 30th.
3.2 Payment of Net Income
The Provider shall deliver to the City a written report of its Net Income, on forms approved by
the City, within sixty (60) days of the end of each Fiscal Year. This report shall be signed by Provider
certifying to the accuracy of such Net Income and shall be sent to the City along with its Net Income
Payment, if then due. In the event the Commencement Date occurs after the commencement of a Fiscal
Year, the Net Income Report shall still be due on the date set forth above for the period from the
Commencement Date to the end of the Fiscal Year.
Payments shall be made payable to "City of Miami" and shall be mailed to the City of Miami,
Department of Finance, Rental Collections, 444 SW 2nd Avenue, 5th Floor, Miami, Florida 33130, or
such other address as may be designated by the City Manager in writing from time to time.
3.3 Additional Payments
In addition to the Annual Fee and Net Income Payment, all other payments or charges payable by
the Provider, however denoted, are called "Additional Payments".
3.4 Late Payments
Any payment made by the Provider for any fee or charge required to be paid under the provisions
of this Agreement, which is not received by the City within ten (10) days after same shall be due, shall be
subject. to a late fee equal to five percent (5%) of the amount due (hereinafter the "Late Fee").
Acceptance of such Late Fee by the City shall not constitute a waiver of the. Provider's violation(s) with
respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City
may otherwise be entitled.
3.5 Returned Check Fee
In the event any check is returned to the City as uncollectible, the Provider shall pay to the City a
returned check fee (the "Returned Check Fee") based on the following schedule or the maximum amount
permitted by law, whichever is greater:
12 U-- X40
0
Returned Amount
$00.01 - 50.00
$50.01 - 300.00
$300.01 - 800.00
OVER $800
Returned Check Fee
$20.00
$30.00
$40.00
5% of the returned amount.
•
The Returned Check Fee shall constitute Additional Payments due and payable, to the City by the
Provider. Acceptance of Returned Check Fee by the City shall not constitute a waiver of the Provider's
violation(s) with respect to such overdue amount nor prevent the City from the pursuit of any remedy to
which the City may otherwise be entitled.
3.6 Performance Deposit
Simultaneously with the execution of this Agreement, the Provider shall deposit with the City the
sum of one thousand five hundred dollars ($1,500) (the "Deposit") in guarantee of the full and faithful
performance by the Provider of all obligations of Provider under this Agreement or in connection with
this Agreement. If the Provider has caused an Event of Default to occur, as defined in the Section of this
Agreement entitled "Default", the City may use, apply or retain all or any part of the Deposit for the
payment of (i) any fee or other sum of money which is due from the Provider hereunder, (ii) any sum
expended by the City on the Provider's behalf in accordance with the provisions of this Agreement, or
(iii) any sum which the City may expend or be required to expend as a result of the Provider's violation.
The use, application or retention of the Deposit or any portion thereof by the City shall not prevent the
City from exercising any other right or remedy provided for under this Agreement or at law or in equity
and shall not limit any recovery to which the City may be otherwise entitled. At any time or times when
the City has used or applied all or any part of the Deposit, as provided above, the Provider shall deposit
with the City to replenish the Deposit, the sum or sums equal to the amounts so applied by the City within
ten (10) days of written notice by the City.
3.7 Promotion of the City
The Provider acknowledges the benefits afforded to it by the City's providing the Property for
use for it's the Provider's operations and shall provide recognition of the City of Miami, in a manner
reasonably satisfactory to the City, in all its marketing, advertising and promotional materials including
those materials used for Special Events.
13 �fl
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ARTICLE IV
PROVIDER'S SERVICES
4.1 Provider's Services
In consideration for the granting of this Agreement, the Provider shall provide, or cause
to be provided, at its sole cost and expense, all preventive maintenance, maintenance and other
services required for the use of the Property, including, but not limited to, the following
preventive maintenance, maintenance and other services:
(a) heating, ventilation and air conditioning as required in the Parks Director's reasonable
judgment for the comfortable use and occupancy of the Virrick Gym seven (7) days a week;
(b) water and sewage facilities;
(c) interior and exterior landscaping including lawn, shrub and tree maintenance;
(d) exterior grounds maintenance and cleanup seven (7) days a week;
(e) security as is required for similar facilities, as determined by the Parks Director in his sole
judgment (except as otherwise provided herein relating to Special Events);
(f) vermin and pest control, as necessary, but no less than once every sixty (60) days;
(g) interior and exterior window cleaning for the Virrick Gym, to be performed as needed but
not less than once every one hundred eighty (180) days;
(h) electric current for normal use and light, seven days a week, 24 hours a day;
(i) janitorial services, including handyman services, which shall include minor plumbing
repairs, seven (7) days a week, as are normal and usual in similar facilities;
0) garbage and trash disposal as required;
(k) elevator service (if appropriate), seven (7) days a week, 24 hours a day;
(1) all standard incandescent and florescent bulb replacement, including ballast replacement, in
the Virrick Gym and the Parking Area;
(m) maintenance of all interior portions, systems and equipment, floor coverings, decoration
(e.g., carpeting, painting, wall coverings, drapes and other window treatments, refinishing,
etc.), fixtures and equipment therein;
(n) maintenance of all Furnishings and Equipment, as defined in Section 9.2 herein;
(o) painting of interior and exterior of buildings including caulking of all window and door
frames, and painting of signs, if applicable.
The Parks Director, in his sole judgment, may approve and/or require a modification of the
services to be provided by the Provider under this Section of the Agreement. Notwithstanding the
above, in the event the Parking Area becomes a fee based operation and said fees are not received by the
Provider, the City and the Provider shall enter into a modification of this Agreement providing for the
termination of the Provider's obligations to perform repairs, maintenance and clean-up in the Parking
Area.
4? Repairs and Maintenance
The Provider shall, at its sole cost and expense, at all times during the Term and any Additional
Term, provide all maintenance, including preventive maintenance, repairs, substitutions and
replacements, as necessary, to the Virrick Gym and .Parking Area including, without limitation, the
Furnishings and Equipment, pavement, driveways, lighting, Virrick Gym interior walls, fixtures, floor
coverings, ceilings, plumbing, mechanical, heating, air conditioning, electrical and life safety systems and
structural portions including exterior walls, windows, underflooring and roof. All maintenance, repairs
and replacements shall be performed in a manner and level of service satisfactory to the Parks Director.
The Provider shall not commit or suffer to be committed, any waste in or upon the Property or do
anything in or on the Property which, in the City's sole opinion, detracts from the appearance of the
Property. All repairs or replacements shall be performed to the satisfaction of the Parks Director.
In addition to the above, commencing in the second Fiscal Year of this Agreement and biannually
thereafter, the Provider, at its sole cost and expense, shall have a qualified engineer perform a physical
inspection of the Virrick Gym and the Parking Area including, but not limited to, all structural
components, plumbing, life safety and mechanical equipment as part of a preventive maintenance
program and shall submit the engineer's report to Parks Director with the proposed Capital Budget.
Upon the expiration or earlier termination of this Agreement as provided herein, all Revenues
held in reserve for the purpose of repairing, replacing or modifying those items specified in the Capital
Budget provided for above, which items are the property of the City, shall be deposited with the City
within sixty (60) days following the expiration or earlier termination of this Agreement. In the event
reserve funds are less than the planned set-aside amount as provided in the Capital Budget, the reserve
funds shall be divided between the City and the Provider in a manner proportionate with the cost of the
items identified in the Capital Budget.
Nothing herein shall imply that the Provider should perform maintenance, repair and inspections
only as required hereunder. The Provider shall, at all times, be responsible for the condition of the
Virrick Gym and the Parking Area and shall perform repairs required in a timely manner so as to prevent
injury to persons and waste to the Virrick Gym and the Parking Area.
4.3 Exceptions
Notwithstanding the above, in the event any injury or damage to the Property is caused by the
negligence or intentional acts of the City, or any other provider, their employees, agents, contractors,
licensees or invitees, the Provider shall not be responsible for such injury, damage, repair and/or any
replacement required. Following completion of the Initial Improvements, the Provider shall also not be
required to pay the cost of any alteration or improvement required by a party other than the Provider for
its use and occupancy of the Virrick Gym.
ARTICLE V
PROVIDER'S COVENANTS
5.1 Personnel
The Provider shall be required to furnish one full-time designated manager experienced in the
operation and control.of the type of operations to be performed hereunder, delegated with sufficient
authority and responsibility to insure proper use and operation of the Virrick Gym in compliance with this
Agreement.
The Provider shall require the designated manager to remain on site and in charge during
scheduled activities. The manager must be easily identifiable by some item of uniform, and available to
telephone during scheduled activities.
The Provider shall employ, train, pay, supervise and discharge all personnel necessary for the
operation of the Property. All such persons who are employed by the Provider shall be the employees of
the Provider and every person performing services in connection with this Agreement, including
subcontractors, volunteers or employees of Provider, or any agent or employee of the Provider hired by
the Provider, shall be acting solely on behalf of the Provider. The City shall not be liable for their
compensation or for the consequences of any act or omission on the part of any of them.
5.2 Annual Plan
As a Condition Precedent to the commencement of this Agreement, and on each June 1 St during
the Term and any Additional Term hereof, the Provider shall prepare and present, in a form acceptable to
the Parks Director, the following items for the upcoming Fiscal Year for the Provider's operations at the
16
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Property, for the review and approval of the Parks Director (hereinafter collectively referred to as the
'`Annual Plan"):
i. A description of programs and activities and their related policies, rules,procedures and
objectives;
ii. A.description of staffing and supervision and responsibilities of each staff member:
iii. A budget of Provider's recommended repairs, renewals, revisions. rebuilding,
replacements, substitutions and improvements to the Property, the furnishings and
equipment which are of a capital nature, and a Schedule of Sources and Applications of
Funds (in reasonable detail) relating thereto (the "Capital Budget"). The Schedule of
Sources and Applications of Funds shall be subject to the approval of the City prior to the
commencement of any such work in accordance with Section 9.1 of this Agreement. The
Capital Budget shall include a copy of the engineer's report prepared pursuant to Section
13.2 and an estimate for the cost of plans and specifications, material and labor;
iv. A description of the Provider's general marketing strategy, including target population,
which the Provider intends to implement to optimize both short and long term
profitability of the Property;
V. A budget for the upcoming Fiscal Year ("Operating Budget") which budget shall include
a projected income and expense statement, a projected balance sheet and projected
source and application of funds. More specifically, the proposed budget shall include,
but not be limited to, the following detailed projections:
i. Revenues by categories from all revenue sources associated with operations in
the Property and any inkind services;
ii. Operating expenses for the Provider's services conducted at the Property;
iii. Administrative costs;
iv. Marketing, advertising and promotion expenses;
v. Utilities expense;
vi. Repairs and maintenance expenses;
vii. General Expenses;
viii. Reserves for replacement and major repairs.
The Provider shall be permitted to incur an expense(s) in excess of the amount set forth
in the approved Operating Budget if :
(a) such expenditure is expressly authorized in this Agreement; or
(b) the Provider notifies the City reasonably in advance of any change in that portion of
the Provider's approved budget to which the excess expenserelates; or
(c) such expenditure is expressly authorized by the Parks Director; or
(d) such expenditure is warranted by increased levels of business; or
(e) such expenditure is required to meet emergency conditions and the Parks Director is
promptly advised thereof; or
(f) additional costs are incurred which were not reasonably foreseeable by Provider: or
(g) such expenditure is not within the Provider's reasonable control.
5.3 Performance Review
The Provider shall transmit to the Parks Director, in writing, in a format acceptable to the Parks
Director, quarterly reports regarding current activities, progress of the Provider's activities,
accomplishment of objectives, and budget summary including revenues, disbursements, cash flow, debt
and contributions. The quarterly report shall include a budget variance analysis that compares the
approved Operating Budget to actual revenues and expenses to -date with explanations as to variances in
excess of five percent (5%). The Provider shall submit these quarterly reports to the Director on or
before the dates set forth. below:
Operating Period
Report Due Date
Oct 1 -- Dec 31
Feb 15
Jan 1 — Mar 31
May 15
Apr 1 —Jun 30
Aug 15
Jul 1 — Sep 30
Nov 15
The Provider shall submit to Parks Director such additional reports as may be requested by the
Parks Director. The Provider shall prepare, in writing, in a form acceptable to the Parks Director, any
other reports or documentation that may be required by Federal, State or local directives. The Provider
shall use its best efforts to make such changes to its programs and operations, in a timely manner as may
be requested by the Parks Director.
The City may carry out monitoring and evaluation activities, including visits and observations by
the City staff and/or community surveys. The Provider shall ensure the cooperation of its employees and
officers in such efforts. Any inconsistent, incomplete or inadequate information either received by the
18 �10'� i940QJ
City in the Provider's quarterly report or obtained by the City from its monitoring and evaluation
activities, shall constitute an Event of Default hereunder if: (1) not remedied by the Provider within ten
(10) days of the City's notice to the Provider; or (2)if such matter is of a nature which can reasonably be
expected to take greater than ten (10) days to remedy, if efforts reasonably intended to remedy such
matter are not commenced within such ten (10) day period or, if so commenced, are later abandoned by
the Provider.
ARTICLE VI
RECORDS AND AUDITING
6.1 Records Of Sales
During the Term, and any Additional Term of this Agreement, the Provider shall maintain and
keep, or cause to be maintained and kept at the Office or such other location as may be approved by the
Parks Director, a full, complete and accurate daily record and account of all Gross Revenues, other
revenues, if any, and expenses arising or accruing by virtue of its operations conducted at or related to the
Property, including, but not limited to, any grants, donations, foundation support, tournaments, Special
Events and/or other contributions to the Provider. All records and accounts including invoices, sales
slips, bank statements or duplicate deposit slips and all other supporting records, shall be available for
inspection and/or audit by the City and its duly authorized agents or representatives during the hours of
5:00 AM to 5:00 PM, Monday through Friday, and shall be maintained in accordance with generally
accepted accounting principles. The Provider shall keep and preserve, or cause to be kept and preserved,
said records for not less than sixty (60) months after the expiration of this Agreement. For the same
period of time, the Provider shall also retain copies of all sales and tax returns covering its operations at
the Property, and any other governmental tax or other returns which show the Provider's sales therein,
and shall, upon demand, deliver photographic copies thereof to. the City at no cost. The Provider will
cooperate with the City's internal auditors (or such other auditors designated by the City) in order to
facilitate the City's examination of records and accounts. The Provider agrees that all documents,
records and reports maintained and generated pursuant to this Agreement shall be subject to the
provisions of the Public Records Law, Chapter 119, Florida Statutes.
6.2 Audit
The Provider shall deliver or cause to be delivered to the Parks Director within sixty (60) days
after the end of each Fiscal Year, a financial statement for the prior Fiscal Year for the Provider's
19 -.0— J2eJ
operations and :services at the Property, prepared and certified by an independent a certified public
accountant (the "CPA"), at the Provider's sole cost and expense. In the event the Commencement Date
falls between April Ist and September 30th, the Provider shall not be required to file a certified financial
statement for its first Fiscal Year of operation at the Property until the end of the following Fiscal Year.
If the Commencement Date falls between October 1 st and March 31 st, the Provider shall be required to
submit a financial statement for the Fiscal Year or portion thereof in accordance with the time frame set
forth above. Said CPA shall certify that he made a complete examination of the books, state sales tax
returns, and federal income tax returns of the Provider and that the financial statements are prepared in
accordance with generally accepted accounting principles and practices and represents the Gross
Revenues, other revenues, if any, and expenses of the Provider for the period indicated therein.
Notwithstanding the above and during the sixty (60) month period described in the Section 6.1 of
this Agreement entitled "Record of Sales", at its option, the City may cause, at its sole cost and expense, a
complete audit to be made of the Provider's business affairs, records, files, sales slips and sales tax
records in connection with the Provider's operations on, from or related to the Property for the period
covered by any financial statement, report or record furnished by the Provider to the City.
The Provider shall allow the City or the auditors of the City to inspect all or any part of the
compilation procedures for the aforesaid monthly reports. Records shall be available at the Property, or
such other location in Miami approved by the Parks Director, Monday through Friday, inclusive, between
the hours of 8:00 AM and 5:00 PM at the Property.
ARTICLE VII
LICENSES; COMPLIANCE WITH LAWS
7.1 Licenses And Permits
The Provider shall, at the Provider's sole cost and expense, obtain any and all licenses and
permits necessary and in connection with the Provider's use and occupancy of the Property.
7.2 Compliance With Laws
The Provider hereby acknowledges that the Provider's compliance with all applicable laws,
ordinances and codes of federal, state and local governments, as they may apply to this Agreement,
including, but not limited to, building codes and zoning restrictions, is a condition of this Agreement.
The Provider shall comply therewith as the same presently exist and as they may be amended hereafter.
20
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The Provider has received and reviewed a copy of the Deed attached hereto as Exhibit "E"'. and agrees to
comply with all requirements and restrictions cohtained therein.
ARTICLE VIII
HAZARDOUS MATERIALS
8.1 Hazardous Materials
The Provider shall, at its sole cost and expense, at all times and in all respects comply with all
federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and
administrative actions and orders ("Hazardous Materials Laws"), including, without limitation, any
Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage,
disposal or transportation of any flammable explosives, toxic substances or other hazardous,
contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous
Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances", under any such laws,
ordinances or regulations (collectively. "Hazardous Materials"). The Provider shall, at its sole cost and
expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and
other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on,
under or about the Property required for the Provider's use of any Hazardous Materials in or about the
Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices
regarding management of such Hazardous Materials. The City recognizes and agrees that the Provider
may use such materials in quantities appropriate for the use of the Virrick Gym for the purposes stated
herein and that such use by the Provider shall not be deemed a violation of this Section so long as the
levels of use of such materials are not in violation of any Hazardous Materials Laws. Upon termination
or expiration of this Agreement, the Provider shall, at its sole cost and expense, cause all Hazardous
Materials, including their storage devices, placed in or about the Property by the Provider or at the
Provider's direction, to be removed from the Property and transported for use, storage or disposal in
accordance and compliance with all applicable Hazardous Materials Laws. The City acknowledges that it
is not the intent of this Article VIII to prohibit the Provider from operating in the Virrick Gym for the
uses described in the Section of this Agreement entitled "Purpose Of Use And Occupancy Of Property".
The Provider may operate according to the custom of the industry so long as the use or presence of
Hazardous Materials is strictly and properly monitored according to, and in compliance with, all
applicable governmental requirements. The requirements of this Section of the Agreement shall survive
the expiration or termination of this Agreement.
ARTICLE IX
ALTERATIONS AND IMPROVEMENTS
9.1 Initial Improvements
The City shall design and construct all improvements for the reuse of the Virrick Gym (the
"Initial Improvements"). The Initial Improvements shall include, but not be limited to, the design and
construction of a natatorium, airnasium, multipurpose room, exercise studio, wellness center, child
watch/baby-sitting rooms, locker rooms and showers, to be constructed within the proposed footprint of
the Virrick Gym as shown in Exhibit `B" attached hereto and made a part hereof. Three Million Eight
Hundred Thousand Dollars ($3,800,000) of Safe Neighborhood Park Bond funds has been allocated for
improvements to the Property ($1.8 million allocated to the City and $2 million allocated to Miami -Dade
County to be transferred to the City for this project). The City shall contribute an amount to be
determined generally in accordance with Exhibit "F" attached hereto and made a part hereof, towards the
design and construction of the Initial Improvements based upon a cost estimate prepared by the City's
architect for all improvements at the Property. The Provider acknowledges that the amount of the City's
contribution towards the Initial Improvements shall be determined onlyafter considering the City's other
obligations for design and construction at the Property and the expenditure of .applicable administrative
fees and bond issuance fees. The City also reserves the right to retain a reasonable contingency fee for its
design and construction obligations at the Property for improvements other than the Initial Improvements.
On or prior to the Commencement Date of this Agreement, the Provider shall deposit with the City the
balance of the funds necessary to complete the design and construction of the Initial Improvements based
upon a cost estimate prepared by the City's architect. In the event of cost overruns, the Provider shall
deposit with the City, within thirty (30) days of notice from the City, such additional funds as may be
necessary to complete the design and construction of the Initial Improvements.
9.2 Furnishings and Equipment
The Provider, at its sole cost and expense, shall provide all furnishings and equipment necessary
to operate the Property for the purposes intended. The term "Furnishings and Equipment" shall include
all furniture, furnishings, floor coverings, wall coverings, decorative lighting, electric or electronic
equipment, office furniture, all fixtures and specialized fitness equipment, telephone systems, cleaning
and engineering equipment, tools and all other items which are requisite for the efficient operation of the
Property in accordance with the provisions of this Agreement.
22 `� pp
9.3 Alterations
Prior to construction of the Initial Improvements, and any future construction, repair, alteration,
addition, deletion, partition or change to the Property (hereinafter collectively called "Alterations"), the
Provider shall submit for prior approval by the Parks Director detailed plans and specifications of the
proposed Alterations, and proof of funding and/or its. financing plans. The Provider shall be solely
responsible for applying and acquiring all necessary building, zoning.and other permits, including, but
not limited to, a Class 11 permit. The Provider shall be responsible for any and all costs associated with
any Alterations including, but not limited to, design, construction, installation and permitting costs. All
Alterations to the Property, whether or not by or at the expense of the Provider, shall, unless otherwise
provided by written agreement of the Parties hereto, immediately upon their completion become the
property of the City and shall remain and be surrendered with the Property.
Notwithstanding the above, any Alteration that proposes to change the footprint of the Virrick
Gym, from that which is contained in .Exhibit "B" attached hereto, will require the prior consent of the
City Commission.
All Alterations must be in compliance with all statutes, laws, ordinances and regulations of the
State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction
over the Property as they presently exist and as they may be.amended hereafter.
All equipment and personal property used by the Provider at the Virrick Gym or the Parking Area
shall be of good quality and suitable for its purpose. The Parks Director shall have the right to require
substitute equipment or personal property or additional equipment or personal property when such action
is deemed necessary or desirable in his reasonable discretion.
The Provider agrees that the Parks Director shall make the final decision as to the age, condition,
design and acceptability of Alterations and equipment, furnished for installation and use.
9.4 Payment, Performance Bonds And Letters Of Credit
No construction shall commence on the Property until the Provider has written approval from the
Parks Director. The City, at its sole discretion, may mandate that the requested construction be secured
by means of a performance bond or letter of credit (hereinafter "L.C.") in the amount of one hundred
twenty-five percent (125%) of the total construction cost, or in such other amounts as may be designated
by the Parks Director. The Provider shall be responsible for maintaining or causing to be maintained said
bonds or L.C. in full force and effect throughout the construction period. Any bond or L.C. provided to
the City hereunder shall be issued by insurance and surety companies or banks acceptable to the City and
23er* b c
U- jZS
duly qualified to transact such business in the State of Florida and shall be, subject to form and substance
approval by the Parks Director.
9.5 Mechanics' Liens
The Provider shall not permit any mechanics' liens to be filed against the Property, against the
Provider's interest in the property, or against any Alteration by reason of work, labor, services or
materials supplied to the Provider or anyone having a right to use the Property. Nothing in this
Agreement shall be construed as constituting the consent or request of the City, expressed or implied, by
inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of
any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Property nor
as giving the Provider the right, power or authority to contract for or permit the rendering of any services
of the furnishing of any materials that would give rise to the filing of any mechanics liens against the
City's interest in the Property. If any mechanics' lien shall at any time be filed against the Property, the
Provider shall cause it to be discharged of record within fifteen (15) days after the date the Provider has
knowledge of its filing. If the Provider shall fail to discharge a mechanics' lien within that period, then in
addition to any other right or remedy, the City may, but shall not be obligated to, discharge the lien either
by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of
bonding, or in the event the City shall be entitled, if it so elects, to compel the prosecution of any action
for the foreclosure of the mechanics' lien by the lienor and to pay the amount of the judgment, if any, in
favor of the lienor with interest, costs and allowances with the understanding that all amounts paid by the
City shall constitute Additional Payments due and payable under this Agreement and shall be repaid to
the City by the Provider immediately upon rendition of an invoice or bill by the City. Notwithstanding
the aforementioned, the Provider shall not be required to pay or discharge any mechanics' lien, and will
not be considered to have committed an Event of Default, as hereinafter defined, so long as: (i) the
Provider shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the Provider shall
have given notice in writing to the City of its intention to contest the validity of the lien, and (iii) the
Provider shall furnish and keep in effect a surety bond of a responsible and substantial surety company
reasonably acceptable to City or other security reasonably satisfactory to City in an amount sufficient to
pay one hundred ten percent of the amount of the contested lien claim with interest costs and expenses,
including reasonable attorneys' fees, to be incurred in connection therewith.
24 60- a43
9.6 Personal Property
The Provider shall have the right to remove any movable personal property that it places in or on
the Property. If any part of the Property is damaged by the removal of such items, said damage shall be
repaired by the Provider at its sole cost and expense. The Provider's failure to repair any damage caused
to the Property within fifteen (15) days after receipt of written notice from the City directing the required
repairs, shall constitute an Event of Default. The City may, however, elect to cause the Property to be
repaired at the sole cost and expense of the Provider. The Provider shall pay the City the full cost of such
repairs within fifteen (15) days of receipt of an invoice indicating the cost of such required repairs.
9.7 Changes and Additions to Virrick Gym and/or Property.
The City reserves the right at any time and from time to time to reasonably (a) make or permit
changes or revisions in its plan for the Virrick Gym and/or the Property, including additions to,
subtractions from, rearrangements of, alterations of, modifications of or supplements to the building
areas, walkways, parking areas, driveways or the Shared Facilities, (b) construct other buildings or
improvements in the Property and to make alterations thereof or additions thereto, and (c) change
location, size, content and design of any signage for the Virrick Gym or the Property. Notwithstanding
the rights of the City above, in the event the change or addition is to the Virrick Gym, the Provider shall
first consent to such change or addition, which consent shall not be unreasonably withheld.
ARTICLE X
THE CITY'S INSPECTION AND RIGHT OF ENTRY
10.1 Inspection by the City
The City shall have the authority to make periodic inspections of the Property and improvements
thereof, during normal working hours. The Provider, at its sole cost and expense, shall be required to
make any modifications in cleaning or maintenance methods reasonably required by the City.
10.2 The City's Right Of Entry
The Provider agrees to permit the City to enter upon the Property at all reasonable times, for any
purpose the City deems necessary to, incident to, or connected with the performance of the City's duties
and obligations hereunder or in the exercise of its municipal functions.
25
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C
11.1 Utilities
ARTICLE XI
UTILITY CHARGES
11
The Provider, at its sole cost and expense, shall be responsible for all utilities rendered or
supplied upon or in connection with the Virrick Gym and the Parking Area, including but not limited to,
electricity, telephone, water, gas, sewage disposal, stormwater fees, trash and garbage removal, as well as
all costs for installation of any lines and equipment necessary.
11.2 The City and Provider Not Liable for Failure of Utilities.
The City and the Provider shall not be liable (other than for their own or any of their agents,
servants and employees gross negligence) for any failure of water supply, sewer, gas or electric current,
or for any injury or damage to any person or property caused by or resulting from any water, sewer, gas
or electricity which may leak or flow from the water, sewer or gas mains on to any part of the Property.
ARTICLE XII
CONDITION OF PROPERTY
12.1 Condition of Property
The Provider takes the Property in its present "as is" condition and state of repair and without any
representation by or on behalf of the City, and agrees that the City shall not be liable for any latent, patent
or other defects on or in the Property.
At the expiration or earlier termination of the term of this Agreement, the Provider shall
surrender the Property "broom clean' and in good order and condition, ordinary wear and tear.
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
13.1 Indemnification
The Provider shall indemnify, protect, defend and hold harmless the City, its officials and
employees, from and against any and all claims, suits, actions, damages or causes of action of whatever
nature arising out of the use or operation of the Property or the surrounding areas, whether such claim
shall be made by the Provider, or an employee, agent, contractor, invitee or guest of the Provider, an
26 26
employee, agent or official of the City or by any third party, and whether it relates to injury to persons
(including death) or damage to property and whether it is alleged that the City or its employees, agents or
officials were negligent. The Provider shall, at its own cost and expense, pay and satisfy all costs related
to any orders, judgments or decrees which may be entered thereon, and all costs, attorneys' fees,
expenses and liabilities incurred in and about the defense of any such claims and the investigation
thereof. The Provider shall also indemnify, defend, protect and hold the City harmless from and against
any and all claims arising from any breach or default in performance of any obligation of the Providers
part to be performed under the terms of this Agreement, or arising from any act, neglect, fault or omission
of the Provider; its employees, agents, contractors, invitees and guests, and from and against all costs,
attorneys' fees, expenses and liability incurred in connection with any such claim or any action or
proceeding brought thereon. In case any action or proceeding shall be brought against the City by reason
of any claim, upon notice from the City the Provider shall defend the same at the Provider's expense by
counsel approved in writing by the City. The City reserves the right to defend itself.
The Provider shall immediately notify the City, in writing, of any claim or action filed, of
whatever nature, arising out of the use or operation of the Property by the Provider, its employees, agents,
contractors, invitees and guests. The Provider .shall also immediately notify the City if the Provider
knows or has reason to believe a claim or action will be filed, of whatever nature, arising out of the use or
operation of the Property by the Provider, its employees, agents, contractors, invitees and guests.
13.2 Insurance
The Provider, at its sole cost and expense, shall obtain and maintain in full force and effect at all
times throughout the Term and any Additional Term of this Agreement and through any periods of
extensions, the following insurance:
A. Commercial General Liability insurance on a comprehensive general liability coverage
form, or its equivalent, including contractual liability, products and completed operations, personal injury
and premises and operations coverages against all claims, demands or actions, bodily injury, personal
injury, death or property damage occurring in the Property with such limits as may be reasonably
requested by the City from time to time but not less than $1,000,000 per occurrence combined single limit
for bodily injury and property damage. The City shall be named as Additional Insured on the policy or
policies of insurance.
B. "All Risk" property insurance against loss or damage by tire, windstorm, flood with such
endorsement for extended coverage, vandalism, malicious mischief and special coverage, insuring 100%
of the replacement cost of the Virrick Gym (exclusive of excavations, foundations and footings), the
27 UO- 43
Parking Areas, the Initial Improvements, including but not limited to, alterations, improvements, fixtures,
equipment, furniture and all other personal property in and about the Property. Such policy may have a
deductible not to exceed $100,000. The City shall be named as a Loss Payee.
Notwithstanding the above, the Provider may request the City to procure the above referenced
"All Risk" property insurance excluding coverage of the Provider's personal property. The City shall not
be under any obligation to grant the Provider's request. However, in the event the City grants the
Provider's request, the City Manager and the Provider shall enter into an agreement which shall set forth
the terms and conditions for the City's procurement of the insurance under the City's Master Property
Insurance Program. Such terms and conditions shall include, but not be limited to, reimbursement to the
City for the, cost of the premium, the Provider's responsibility to pay all deductibles and each Party's
entitlement, if any, to the insurance proceeds.
C. Automobile liability insurance covering all owned, non -owned and hired vehicles used in
conjunction with operations covered by this agreement. The policy or policies of insurance shall contain
such limits as may be reasonably requested by the City from time to time but not less than $500,000 for
bodily injury and property damage. The requirements of this provision may be waived upon submission
of a written statement that no automobiles are used to conduct business.
D. Worker's Compensation in the form and amounts required by Florida law.
E. The -City reserves the right to amend the insurance requirements by the issuance of a
notice in writing to the Provider. The Provider shall provide any other insurance or security reasonably
required by the City.
F. The policy or.policies. of insurance required shall be so written that the policy or policies
may not be canceled or materially changed without thirty (30) days advance written notice to the City.
Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2
Avenue, 9th Floor, Miami, FL 33130 with copy to City of Miami, Office of Asset Management, 444 SW
2 Avenue, 3rd Floor, Miami, FL 33130.
G. A current Evidence of Insurance and Policy of Insurance evidencing the aforesaid
required insurance coverage shall be supplied to the Office of Asset Management of the City at the
commencement of the term of this Agreement and a new Evidence and Policy shall be supplied at least
twenty (20) days prior to the expiration of each such policy. Insurance policies required herein shall be
issued by companies authorized to do business under the laws of the State of Florida, with the following
qualifications as to management and financial strength: the company should be rated "A" as to
management, and no less than class "X" as to financial strength, in accordance with the latest edition of
Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority and is a member
of the Florida Guarantee Fund. Receipt of any documentation of insurance by the City or by any of its
representatives, which indicates less coverage than required, does not constitute a waiver of the
Provider's obligation to fulfill the insurance requirements herein.
In the event the Provider shall fail to procure and place such insurance, the City may, but shall
not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid
by the Provider to the City as Additional Payments upon demand and shall in each instance be collectible
on the first day of the month or any subsequent month following the date of payment by the City. Failure
to pay such amount within the time frame provided shall constitute a default of this Agreement as
provided in the Article of this Agreement entitled "Default". The Provider's failure to procure insurance
shall in no way release the Provider from its obligations and responsibilities as provided herein.
13.3 Damage Or Loss To Provider's Property
The City shall not be liable for injury or damage which may be sustained to the Property or
sustained by a person, goods, wares, merchandise or other property of the Provider, or the Provider's
employees, agents, contractors, invitees, and guests of of any other person in or about the Property caused
by or resulting from any peril whatsoever which may affect the Property, including, without limitation,
fire, steam, electricity, gas, water, rain or theft which may leak or flow from or into any part of the
Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures of the Property, or from hurricane or any act of
God or any act of negligence of any user of the facilities or occupants of the Property or any person
whomsoever, including the City, its officers, employees or agents, whether such damage or injury results
from conditions arising upon the Property or upon other portions of the Property -or from other sources.
The City shall not be liable for any damages arising from any act or neglect of: (a) any other provider at
the Property; or (b) any officer, employee, agent, representative, customer, visitor or invitee of any such
provider.
ARTICLE XIV
DESTRUCTION OF PROPERTY
14.1 Destruction of Property
If during the Term or any Additional Term, fire or other casualty shall damage the Virrick Gym
or the Parking Area, the Provider shall be responsible for filing the necessary claim with the insurance
company. Upon receipt of the insurance proceeds, the Provider shall endorse such payment and furnish
29
X263
same to the City for deposit in the City's Deposit Refundable Account. The Provider shall within ninety
(90) days of receipt of such insurance.proceeds, commence and continue to repair or replace the Virrick
Gym and Parking Area to substantially the same condition or better that existed prior to such fire or other
casualty, all with the prior written approval of the Parks Director.
It shall be the responsibility of the Provider to ensure sufficient proceeds are received to cover
the cost of such repair or replacement. The Provider shall also be responsible for payment of the
difference, if any, in the cost of the repair or replacement and the amount of insurance proceeds received.
In the event the amount of insurance proceeds is inadequate to complete the repairs or replacement. the
Provider shall within ninety (90) days after the date of the damage provide written notice to the City of its
option to either repair or replace at the Provider's.sole cost and expense (in which case the Provider shall
have an additional 90 days to raise the necessary funds to repair or replace the damage and this
Agreement shall remain in full force and effect), or not repair or. replace (in which event the Agreement
shall terminate as of the date of such notice to the City). In the event the Provider fails to raise the
necessary funds to repair or replace the damage within said ninety (90) day period, this Agreement shall
terminate as of the date of expiration of said ninety (90) day period. If the Provider terminates this
Agreement, all insurance proceeds payable shall thereupon be paid directly to, or endorsed by the
Provider to, and retained solely by the City. In the event the repairs orreplacement are performed to the
City's satisfaction at a cost which is less than the insurance proceeds available, the Provider shall receive
such excess funds. Upon termination of this Agreement for any reason, the Provider shall immediately
repay to the City any insurance proceeds not yet expended for repairs or replacement.
The City shall not be liable for any inconvenience or annoyance to the Provider or injury to the
Provider's operations resulting in any way from such casualty damage or repair thereof.
Upon any termination ,of this Agreement under any of the provisions of this Article XIV, the
Provider and the City shall each be released thereby from any further obligations hereunder accruing after
the Commencement Date of such termination, except that such release shall not apply to any sums then
accrued or due, or to the Provider's obligations under the Article of this Agreement entitled "Hazardous
Materials" and under the Section of this Agreement entitled "Surrender of the Property' or to any
obligation otherwise surviving the termination of this Agreement, and at such time the remaining balance
of the Deposit, less any sums the City is entitled to deduct, shall be returned to the Provider.
30 U+ JZ3
9
•
ARTICLE XV
ASSIGNMENTS AND SUBLETTING
15.1 Assignment And Subletting of the Property
The Provider shall not, at any time during the term of this Agreement, assign, mortgage, pledge
or otherwise encumber this Agreement, the term, or any interest hereunder; or lease or offer or advertise
for leasing the Property or any portion thereof.
15.2 Event Of Bankruptcy
If this Agreement is assigned to any person or entity pursuant to the provision of the United
States Bankruptcy Code, 11 U.S.C. SS 101 et seq. (hereinafter the "Bankruptcy Code"), any and all
monies or other consideration payable or otherwise to be delivered in connection with such assignment
shall be paid or delivered to the City, shall be and remain the exclusive property of the City, and shall not
constitute the property of the Provider or of the estate of the Provider within the meaning of the
Bankruptcy Code. Any and all monies or other considerations constituting the City's property under this
Section not paid or delivered to the City shall be held in trust for the benefit of the City and shall be
promptly paid or delivered to the City. Any person or entity to which this Agreement is assigned
pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have
assumed all of the obligations arising under this Agreement on and after the date of such assignment.
ARTICLE XVI
OWNERSHIP OF IMPROVEMENTS
16.1 Ownership Of Improvements
As of the Commencement Date and throughout the Term and any Additional Term, title to the
Property and all buildings and improvements thereon shall be vested in. the City. Furthermore, title to all
Initial Improvements and Alterations made in or to the Property during the Term, whether or not by or at
the expense of the Provider, shall, unless otherwise provided by written agreement, immediately upon
their completion. become the property of the City and shall remain and be surrendered with the Property.
Any furniture, furnishing, equipment or other articles of movable personal property owned by the
Provider and located in the Property, shall be and shall remain the property of the Provider and may be
removed by it at any time during the Term or any Additional Term so long as the Provider is not in
default of any of its obligations under this Agreement and the same have not become a fixture, and so
31 �J'CE U 023
long as such does not materially affect the Provider's ability to use the Virrick Gym and conduct its
operations as provided herein. However, if any of the Provider's property is removed and such removal
causes damage to the Property, the Provider shall repair such damage at its sole cost and expense in
accordance with the provisions of the Section of this Agreement entitled "Personal Property". Any
property belonging to the Provider and not removed by the Provider at the expiration or earlier
termination of the Agreement, shall be deemed to be abandoned by the Provider, and the City may keep
or dispose of such property at the Provider's sole cost and expense. The Provider will reimburse the City
for any costs associated with such abandoned property within fifteen (15) days of after receipt of written
notice. At the expiration of the Term or any Additional Term hereof, the Provider shall deliver to the
City the keys and combination to all safes, cabinets, vaults, doors and other locks left by the Provider on
the Property.
ARTICLE XVII
SIGNAGE
17.1 Signs
The Provider shall not permit any signs or advertising matter to be placed on any portion of the
Property except with prior written approval of the Parks Director, which approval may be conditioned or
reasonably withheld. The Provider must also obtain approval from all governmental authorities having
jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and
Zoning Ordinance. Upon the expiration or earlier termination of this Agreement for any reason, the
Provider shall, at its sole cost and expense, remove and dispose of all signs located on the Property.
ARTICLE XVIII
SPECIAL ASSESSMENTS AND TAXES
18.1 Special Assessments And Taxes
The Provider covenants and agrees to pay any and all charges, taxes, or assessments, levied
against the Virrick Gym and improvements, personal property or operations thereon, including, but not
limited to, ad valorem taxes, fire fees and parking surcharges. Payment thereof shall commence with and
shall include taxes assessed for the currentyear, if any. The Provider shall pay all of said charges, taxes,
or assessments, if any, lawfully assessed, on such dates as they become due and payable. The Provider,
at its sole cost and expense, may apply for a total or partial tax exemption if eligible.
32
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18.2 Appealing Ad Valorem Taxes
In the event the Provider appeals an ad valorem tax or the assessment value, the Provider shall
immediately notify the City of its intention to appeal said tax and shall furnish and keep in effect a surety
bond of a responsible and substantial surety company reasonably acceptable to the City, or other security
reasonably satisfactory to the City, in an amount sufficient to pay one hundred percent of the contested
tax with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in
connection therewith. The Provider shall provide such surety bond or other form of security as may be
satisfactory to the Cit in the event the Provider appeals any such tax for the purpose of obtaining exempt
status.
ARTICLE XIX
DEFAULT
19.1 Events of Default - Provider.
Each of following events is defined as an Event of Default:
(a) The failure of the Provider to pay any Annual Fee or Additional Payments, when
due and the continuance of the failure for a period of fifteen (15) days after notice in writing from the
City to the Provider;
(b) The failure of the Provider to provide any of the services outlined the Section of
this Agreement entitled "The Provider's Services" and the continuance of the failure for a period of
twenty-four (24) hours after notice in writing (which notice shall specify. the nature of the default) from
the City to the Provider; unless with respect to any default which cannot be cured within twenty-four (24)
hours, the Provider, in good faith, promptly after receipt of written notice, shall have commenced and
continued diligently to reasonably prosecute all actions necessary to cure the default and shall have so
notified the City in writing;
(c) The failure of the Provider to perform any of the other covenants, conditions and
agreements of this Agreement on the part of the Provider to be performed and the continuance of the
failure for a period of fifteen (15) days after notice in writing (which notice shall specify the respects in
which the City contends that the Provider has failed to perform any of the covenants, conditions and
agreements) from the City to the Provider, unless with respect to any default which cannot be cured
within fifteen (15) days, the Provider, or any person holding by, through or under the Provider, in good
33
faith, promptly after receipt of written notice, shall have commenced and continued diligently to
reasonably prosecute all action necessary to cure the default;
(d) The failure to maintain tax-exempt status under section 501 (c) (3) of the Internal
Revenue Code of 1986, as amended;
(e) The filing of an application by the Provider: (i) for a consent to the appointment
of a receiver, trustee or liquidator of itself or all its assets; (ii) of a voluntary petition in bankruptcy or the
filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come
due; (iii) of a general assignment for the benefit of creditors; (iv) of an answer admitting the material
allegations -of, or its consenting to, or defaulting in answering, a petition filed against it in any bankruptcy
proceeding;
(f) The entry of an order, judgment or decree by any court of competent jurisdiction,
adjudicating the Provider as bankrupt, or appointing a receiver, trustee or liquidator of it or of its assets,
and this order, judgment or decree continuing unstayed and in effect for any period of sixty (60)
consecutive days, or if this Agreement is taken under a writ of execution; or
(g) The failure of Provider to remit any information, to the City's satisfaction,
requested in the Section of this Agreement entitled "Provider's Covenants".
In the event this Agreement is assumed by or assigned to a trustee pursuant to the
provisions of the US Bankruptcy Code, as the same may be amended from time to time, the trustee shall
cure any default under this Agreement and shall provide the City with adequate assurance of future
performance of all of the terms and conditions of this Agreement. If the trustee does not cure such
default and provide such adequate assurance within the applicable time periods provided by the
Bankruptcy Code, then this Agreement shall be deemed rejected automatically and the City shall have the
right immediately to possession of the Property and shall be entitled to all remedies provided by the
Bankruptcy Code for damages for breach or termination of this Agreement.
19.2 Remedies in Event of Provider's Default
The City may treat any one or more of the Event(s) of Default as a breach of this Agreement, and
thereupon at its option, without further notice or demand of any kind to the Provider or any other person,
the City shall have, in addition to every other right or remedy existing at law or in equity, do any one or
more of the following:
(a) Elect to cancel and terminate this Agreement and dispossess the Provider by giving a
three (3) day notice of such election to the Provider, and reenter the Property, without the necessity of
legal proceedings. In the event of such termination, the City shall have the right to seek any damages
34U- 033
sustained by it by reason of the Provider's actions or inactions and the resulting termination of this
Agreement. Upon termination of this Agreement, the Provider shall immediately cease all operations at
the Property and surrender the Property in accordance with the provisions contained herein.
(b) Perform, on behalf of and at the expense of the Provider, any obligation of the Provider
under this Agreement which the Provider has failed to perform, the cost of which performance by the
City, together with interest thereon at the rate of eighteen percent. (18%) from the date of such
expenditure, shall be deemed Additional Payments and shall be payable by the Provider to the City upon
demand. The Provider agrees that the City shall not be liable to the Provider for any damage resulting to
the Provider as a result of such action.
(c) . Exercise any other legal or equitable right or remedy, which it may have under this
Agreement, at law or in equity.
Notwithstanding the provisions of clause (b) above and regardless of whether an Event of Default
shall have occurred, the City may exercise the remedy described in clause (b) without any notice to the
Provider if the City, in the exercise of its good faith judgment, believes it would be injured by failure to
take rapid action or if the unperformed obligation of the Provider constitutes an emergency.
All of the remedies of the City shall be cumulative and enforcing one or more of the remedies
herein provided upon an Event of Default shall not be deemed or construed to constitute a waiver of such
default, or an election of remedies.
Any costs and expenses incurred by the City in enforcing any of its rights or remedies under this
Agreement shall be deemed to be an Additional Payment and shall be repaid to the City by the Provider,
upon demand.
19.3 Repeated Defaults
If more than twice during any twelve (12) month period during the Term or any Additional Term
hereof, the Provider fails to satisfy or comply with the same or substantially the same requirements or
provisions under this Agreement, (except where such repeated default arises from acts of God or results
from causes or.conditions not attributable, directly or indirectly, to the Provider, its guests, employees,
agents or others within the Provider's control), then at the City's election, the Provider shall not have any
right to cure such repeated default. In the event of the City's election not to allow a cure of a repeated
failure to satisfy or comply, the City shall have all ofthe rights and remedies provided in this Agreement
relative to an Event of Default.
35 �A
•
20.1 Notice
ARTICLE XX
NOTICES
All notices or other communications which shall or may be given pursuant to this Agreement
shall be in writing and shall be delivered by personal service or by certified mail addressed to the Parties
at their respective addresses indicated below or as the same may be changed in writing from time to time.
Such notice shall be deemed given on the day on which personally served, or if by certified mail, on the
fifth day after being posted or the date of actual receipt, whichever is earlier.
NOTICE TO THE CITY:
City of Miami
City Manager
444 SW 2 Avenue, 10th Floor
Miami, FL 33130
WITH COPY TO:
City of Miami
Office of Asset Management
444 SW 2nd Avenue, 3rd Floor
Miami, FL 33130
WITH COPY TO:
City of Miami
Parks Department
444 SW 2nd Avenue, 8th Floor
Miami, FL 33130
21.1 Ingress And Egress
NOTICE TO THE PROVIDER:
YMCA of Greater Miami
ARTICLE XXI
MISCELLANEOUS PROVISIONS
Subject to rules and regulations, statutes and ordinances and terms of this Agreement governing
the use of the Property, the Provider, its employees, agents, contractors, invitees and guests shall have
ingress and egress to and from the Property.
•
21.2 Use Rights
The Provider acknowledges that the Provider has been retained as a contract manager only, and
as such, the Provider shall have no interest in the Property as owner, lessee or otherwise. All mineral
rights and all land ownership rights are hereby reserved by the City. It is expressly understood and
agreed that no real or personal property is leased to the Provider, that this is a management agreement and
not a lease, that the Provider's right to use the Property shall continue only so long as the Provider shall
comply strictly and promptly with each and all of the undertakings, provisions, covenants, agreements,
stipulations and conditions contained herein. The Provider agrees not to represent itself as an agent or
associate of the City or any unit thereof. The City shall retain legal possession of and control over the
Premises and the Property and approve Provider's use thereof and all programs and services conducted
thereon.
21.3 City Approval
Whenever prior approvals must be given hereunder by the City Manager or the Parks Director, as
applicable, the city Manager or the Parks Director, respectively, shall approve or disapprove any such
item in its reasonable discretion, unless a different standard is expressly provided in this Agreement with
respect to such item.
21.4 Successors And Assigns
This Agreement shall be binding upon the Parties hereto, their heirs, executors, legal
representatives, successors and assigns.
21.5 Surrender Of Property
Upon the expiration or earlier termination of this Agreement by lapse of time or otherwise, P the
Provider shall promptly and peacefully surrender and deliver possession of the Property to the City in
accordance with the covenants herein contained.
21.6 Amendments
The City Manager and the Provider, by mutual agreement, shall have the right but not the
obligation to amend this Agreement. Such amendments shall be effective only when signed by the City
Manager and the Provider and shall be incorporated as a part of this Agreement. The City Manager is
authorized to amend or modify this Agreement as needed.
37 60— Q323
•
•
21.7 Construction Of Agreement
This Agreement shall be construed and enforced according to the laws of the State of Florida.
21.8 Court Costs And Attorneys' Fees
In the event of any litigation between the parties, all expenses, including reasonable attorneys
fees and court costs, at both the trial and appellate levels incurred by the prevailing party, shall be paid by
the non -prevailing party.
21.9 Waiver Of Jury Trial
The Parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either
may have to a trial by jury in respect of any action, proceeding, claim or counterclaim based on this
Agreement, or arising out of, under or in connection with this Agreement or any amendment or
modification of this Agreement, or any other agreement executed by and between the Parties in
connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal
or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for
the City and the Provider entering into the subject transaction.
21.10 Severability
If any provision of the Agreement, or any paragraph, sentence, clause, phrase, or word, or the
application thereof, is held invalid, the remainder of the Agreement shall be construed as if such invalid
part were never included herein and the Agreement shall be and remain valid and enforceable to the
fullest extent permitted by law.
21.11 Waiver
The acceptance of the Annual Fee or Additional Payments by the City, with knowledge of any
breach of this Agreement by the Provider or of any default on the part of the Provider in the observance
or performance of any of the conditions, agreements or covenants of this Agreement, shall not be deemed
to be a waiver of any provision of this Agreement. No waiver of any provision hereof shall be deemed to
have been made unless such waiver is in writing and signed by the City Manager or the Provider. The
failure of either party to insist upon the strict performance of any of the provisions or conditions of this
Agreement shall not be construed as waiving or relinquishing in the future any such covenants or
conditions but the same shall continue and remain in full force and effect.
38
•
21.12 Captions
The captions contained in this Agreement are inserted only as a matter of convenience and for
reference and do not define, limit or prescribe the scope of this Agreement or the intent of any provisions
thereof.
21.13 Radon
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.
21.14 No Recordation
The Provider shall not record this Agreement without the prior written consent of the City.
However, the City Manager may require that this Agreement be recorded or a "Short Form"
memorandum of this Agreement be executed by both Parties and recorded.
21.15 Agreement Preparation
This Agreement is the result of negotiations between the Parties and has been typed/printed by
one party for the convenience of both Parties. The Parties agree that this Agreement shall not be
construed in favor of or against either of the Parties.
ARTICLE XXII
HOLDING OVER
22.1 Holding Over
The Provider shall vacate the Property upon the expiration or earlier termination of this
Agreement. The Provider shall reimburse the City for and indemnify the City against all damages
incurred by the City from any delay by the Provider in vacating the Property. If the Provider remains in
possession of all or any part of the Property after the expiration of the Term or any Additional Term
hereof, with or without the express or implied consent of the City, such occupancy shall be from month-
to-month only and not a renewal hereof or an extension for any further term, subject to all conditions,
provisions and obligations of this Agreement in effect on the last day of the last Term hereof, except that
39
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0 �e
the month-to-month occupancy will be terminable on fifteen (15) days notice given at any time by either
party.
ARTICLE XXIII
AFFIRMATIVE ACTION
23.1 Affirmative Action
The Provider shall have in place an Affirmative Action/Equal Employment Opportunity Policy
and shall institute a plan for its achievement, which will require that action be taken to provide equal
opportunity in hiring and promoting for women, minorities, individuals with disabilities, and veterans.
Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the
work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, the
Provider shall submit a Statement of Assurance indicating that their business is in compliance with all
relevant Civil Rights laws and regulations.
23.2 Nondiscrimination
The Provider agrees that it will not discriminate against any person based upon race, religion,
color, sex, ancestry, age, national origin, disability or marital status, in the use of the Property and
improvements thereof. It is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, the City shall have the right to terminate this Agreement.
ARTICLE XXIV
MINORITY PROCUREMENT
24.1 Minority/Women Business Utilization
The Provider shall use its best efforts to purchase/contract fifty-one (51%) of its annual goods
and services requirements from Hispanic, Black and Women businesses/professionals registered/certified
with the City of Miami's Office of Minority/Women Business Affairs. Such lists will be made available
to the Provider at the time of the signing of this Agreement, and the City's Office of Minority/Women
Business Affairs will routinely provide updates.
40 66— 6z�
•
ARTICLE XXV
ENTIRE AGREEMENT
25.1 Entire Agreement
This Agreement represents the total agreement between the Parties. All other prior agreements
between the Parties, either verbal or written, are superseded by this Agreement and are therefore no
longer valid.
ARTICLE XXVI
APPROVAL BY OVERSIGHT BOARD
26.1 Approval By Oversight Board
The State of Florida has appointed an Emergency Financial Oversight Board (hereinafter the
"Oversight Board") which is empowered to review and approve all pending City of Miami contracts. As
a result, contracts shall not be binding on the City until such time as they have been approved by the
Oversight Board. Attestation of this Agreement by the City Clerk shall constitute evidence of approval
by the Oversight Board.
41
IN WITNESS WHEREOF, the Parties hereto have individually, through their proper officials,
executed this Use the day and year first herein above written.
ATTEST:
By:
Walter J. Foeman
City Clerk
STATE OF FLORIDA )
COUNTY OF DADE )
THE CITY OF MIAMI,
a municipal corporation
of the State of Florida
By:
Donald H. Warshaw
City Manager
The foregoing instrument was acknowledged before me this day of ,
by of the City of Miami, a municipal corporation of the State
of Florida, on behalf of the corporation. He/she is personally known to me or has produced
as identification and who did (did not) take an oath.
Notary Public Signature
Print Name of Notary
Commission No.
APPROVED AS TO FORM
AND CORRECTNESS
By:
Alejandro Vilarello
City Attorney
APPROVED AS TO INSURANCE
REQUIREMENTS
Mario Soldevilla
Risk Management
42 �+ �23
9 . 0
ATTEST YMCA of Greater Miami
in
Print Name & Title Print Name & Title
STATE OF FLORIDA
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this day of ,
by of YMCA of Greater Miami, a non-profit corporation of the
State of Florida, on behalf of the corporation. He/she is personally known to me or has produced
as identification and who did (did not) take an oath.
Notary Public Signature
Print Name of Notary
Commission No.
43 00— ��de➢
EXHIBIT A
THE PROPERTY
44
Go- X23
EXHIBIT B
VIRRICK GYM
45 co- 323
0 1 0
Exhibit C
Virrick Gym Site Plan
, (To be attached)
46
00- 323
Exhibit D
Parking Area
47 0- 323
REC Iz)O7 PG f ,4
72R 33445 ..
QUITCLAIM DEED
The"UNITED STATES OF AMERICA, acting by and through the
Secretary of the Interior, acting by and through the Southeast Regional
Director, Bureau of Outdoor Recreation, under and pursuant to the power
and authority contained in the provisions of the Federal Property a.lid
Administrative Services Act of 1949 (63 Stat. 377), as amended, and
particularly as amended by Public Law 485, 91st Congress, and regulations
and orders promulgated thereunder (hereinafter designated "Grantor"),
for and in consideration of the perpetual use of the hereinafter
described premises as and for public park and public recreation area
purposes, by the City of Miami, Florida (hereinafter designated
"Grantee"), does hereby release and quitclaim to Grantee, and to its
successors and assigns, subject to the reservations, exceptions,
restrictions, conditions and covenants hereinafter expressed and set
forth, all Grantor's right, title and interest in and to the following
described property, consisting of approximately 4.517 acres, located
in Dade County, Florida:
Tract #1
"A tract of land lying and being in the City of Miami,
County of Dade, State of Florida, and described as
follows:
Beginning at the intersection of the southeasterly
line of South Bayshore Drive with the southwesterly
line of Aviation Avenue (formerly Trade Street), as
shown by the plat of Dinner Key, recorded in Plat
Book thirty four (34), at page two (2), Public Records
of Dade County, Florida, which intersection and point
of beginning is marked by a brass pin monument set
in concrete; thence running south 510 52'03" West
along the said southeasterly line of South Bayshore
Drive a distance of six hundred seventy-five feet
(675.00') more or less to a point marked by a nail
in a one inch diameter pipe set in concrete; thence
running south 760-25'-57" east, a distance of five
hundred ninety nine and sixteen one -hundredths feet
(599.161) more or less marked by a cross cut on a
brass pin set in the top of the steel pile bulkhead
on the high water line of Biscayne Bay; thence running
north 130-23'-33" east along the above described steel
pile bulkhead and high water line of Biscayne Bay a
distance of three hundred ninety nine and four hundred
seventy-two one thousandths feet (399.472') more or
less to a point located in the southwesterly line of
AviatiQtLAvenue (formerly Trade Street), thence running
North 400 28' 42" West for a distance of two hunlred
Exhibit E
Page 1 of 6
AO
v
t
X23
h )14 Pc 14
REQ 7567 PC 965 0
twenty-one and eighty-five one -hundredths feet (221.851)
more or less to a point of beginning hereinbefore
described and containing approximately 4.464 acres
more or less, all as shown on U.S. Coast Guard Miami
Air Station Plot Plan Number 3284, including all rights,
title and interest in and to all common law and statutory
riparian rights, water privileges and filled land
and lands below high water line appurtenant and adjacent
thereto; subject to the Northwesterly 44 feet thereof
deeded to the City of Miami for road riglit-of-way
purposes as recorded in DB 34 p.2."
Subject to the Easement Deed from the United States
of America to The City of Miami, dated May 11, 1956
for a forty-four (44) foot right of way easement for
road right of way purposes as recorded in Deed Book 34,
page 2 of the public records of Dade County, Florida.
Tract #2
Commence at the intersection of the Southeasterly line
of South Bayshore Drive with the Southwesterly line
of Aviation Ave. (formerly Trade Street) as shown
on the plat of Dinner Key recorded in Plat Book 34
at Page 2 of the public records of Dade County, Florida,
which intersection is marked with a brass pin monument
set in concrete; thence run South 400 28' 42" E for
a distance of 177.81 feet to the point of beginning
of a parcel of land herein described.
From said point of beginning continue along the last
described line for a distance of 61 feet to a point;
thence run South 630 20' 52" W for a distance of 50,02
feet to a point; thence run North 760 36' 27" W for
a distance of 11.3 feet to a point in the said North-
easterly line of the CG tract; thence run North 130
23' 33" E for a distance of 69.1 feet to the point
of beginning; containing 0.053 acres, more or less.
SUBJECT to any and all existing rights of way, easements
and covenants, restrictions, reservations, conditions
and agreements affecting the above described premises,
whether or not the same now appear of record.
RESERVING to the Grantor, and its assigns, all oil,
gas, and other minerals in, under, and upon the lands
herein conveyed, together with the right to enter
upon the land for the purpose of mining and removing
the same.
To Have and to Hold the hereinbefore described property,
subject to the reservations, exceptions, restrictions, conditions and
covenants herein expressed and set forth unto the Grantee, its
successors and assigns, forever.
Pursuant to authority contained in the Federal Property and
Administrative Services Act of 1949, as amended, and applicable rules,
regulations and orders promulgated thereunder, the General Services
Exhibit E
Page 2 of 6
61 f -
`ll'
J _ i111� P6 J 1J
t �� 966
Administration determined the property to be surplus to the needs of
the United States of America and assigned the property to the Department
of the Interior for further conveyance to the City of Miami, Florida.
It is Agreed and Understood by and between the Grantor and
Grantee, and the Grantee by its acceptance of this deed, does acknowledi;e
its understanding of the agreement, and does covenant and agree for
itself, and its successors and assigns, forever, as follows:
1. This property shall be used and maintained for the public
purposes for which it was conveyed in perpetuity as set forth in the
program of utilization and plan contained in the application, submitted
by the Grantee on June 17, 1971, which program.and plan may be aw.nded
from time to time at the request of either the Grantor or Grantee, with
the written concurrence of the other party, and such amendments shall
be added to and become a part of the original application.
2. The Grantee shall, within 6 months of the date of the
deed of conveyance, erect and maintain a permanent sign or marker near
the point of principal access to the conveyed area indicating that the
property is a park or recreation area and has been acquired from the
Federal Government for use by the general public.
3. The property shall not be sold, leased, assigned, or
otherwise disposed of except to another eligible governmental agency
that the Secretary of the Interior agrees in writing can assure the
continued use and maintenance of the property for public park or
public recreational purposes subject to the same terms and conditions
in the original instrument of conveyance. However, nothing in this
provision shall preclude the Grantee from providing related recreational
facilities and services compatible with the approved application,
through concession agreements entered into with third parties, provided
prior concurrence to such agreements is obtained in writing from the
Secretary of the Interior.
4. From the date of this conveyance, the Grantee, its
successors and assigns, shall submit biennial reports to the Secretary
of the Interior, setting forth the use made of the property during the
Exhibit E
Page 3 of 6 ` 0
7. I U V / U
R E L 1567 PC �u 1
preceding two-year period, and other pertinent data establishing its
continuous use for the purposes set forth above, for ten consecutive
reports and as further determined.by the Secretary of the Interior.
S. If at any time the United States of America shall
determine that the premises herein conveyed, or any part thereof, ar(_
needed for the national defense, all right, title and interest in and
to said premises, or part thereof determined to be necessary to such
national defense, shall revert to and become the property of the United
States of America.
6. As part of the consideration for this Deed, the Grantee
covenants and agrees for itself, its successors and assigns, that
(1) the program for or in connection with which this Deed is made will
be conducted in compliance with, and the Grantee, its successors and
assigns, will comply with all requirements imposed by or pursuant to
the regulations of the Department of the Interior as in effect on the
date of this Deed (43 C.F.R. Part 17) issued under the provisions of
Title VI of the Civil Rights Act of 1964; (2) this covenant shall be
subject in all respects to the provisions of said regulations; (3) the
Grantee, its successors and assigns, will promptly take and continue
to take such action as may be necessary to effectuate this covenant;
(4) the United States shall have the right to seek judicial enforcement
of this covenant, and (5) the Grantee, its successors and assigns,
will (a) obtain from each other person (any legal entity) who, through
contractual or other arrangements with the Grantee, its successors or
assigns, is authorized to provide services or benefits under said
program, a written agreement pursuant to which such other person shall,
with respect to the services or.benefits which he is authorized to
provide, undertake for himself the same obligations as those imposed
upon the Grantee, its successors and assigns, by this covenant, acid
(b) furnish a copy of such agreement to the Secretary of the Interior,
or his successor; and that this covenant shall run with the land hereby
conveyed, and shall in any event, without regard to technical
Exhibit E
Page 4 of 6 � � � � 6�, c-
•..J RL. ,o7 ?G
9b6
classification or designation, legal or otherwise, be binding to the
fullest extent permitted by law and equity for the benefit of, and in
favor of the Grantor and enforceable by the Grantor against the Grantee,
its successors and assigns.
7. In the event there is a breach of any of the conditions
and covenants herein contained by the Grantee, its successors and
assigns, whether caused by the legal or other inability of the Grantee,
its successors and assigns, to perform said conditions and covenants,
or otherwise, all right, title and interest in and to the said premises
shall revert to and become the property of the Grantor at its option,
which in addition to all other remedies for such breach shall have the
right of entry upon said premises, and the Grantee, its successors
and assigns, shall forfeit all right, title and -interest in said
premises and in any and all of the tenements, hereditaments and
appurtenances thereunto belonging; provided, however, that the failure
of the Secretary of the Department of the Interior to require in any
one or more instances complete performance of any of the conditions
or covenants shall not be construed as a waiver or relinquishment of
such future performance, but the obligation of the Grantee, its
successors and assigns, with respect to such future performance shall
continue in full force and effect:
IN WITNESS WHEREOF, the Grantor has caused these presents
to be executed in its name and on its behalf this the �� day of
_Qinm 1972.
The attached deed of dedication or
conveyance was accepted and approved
t;i�.s 17thday ofFebruary , A.D. 19_a
h � Resolution No. 43224 , passed
;J adopted by <.; a Commission of The
Ct;;of Niiarr ' 'inda.
c`, 1 •Y S
.a
ty M ger
UNITED STATES OF AMERICA
Acting by and through the
Secretary of the Interior
through:
ROY K. WOOD jf L11t IV,",,
Southeast -Region ?)ljre for ', d
Bursa otdoo .real ion 'r
c
f/0
0 1 Q �. s g T• C� - City Clerk \
9a ' •:`.::..• '�•'r'_' Exhibit E
0
��•,FS�.= Page 5 of 6
"(L IVl'i u 0 1 L)
STATE OFiF' )
A✓/ ) 88
COUNTY OF )
On this / day of 197?, before me, the
subscriber, personally appeared
to ne known
and known to me to be the --e-n ,
• ,•Bureau of
Outdoor Recreation, of the Unieifa States Department oV the Inter.or, a
governmental agency of the United States of America, and kno;rn t,, me to be the
same person described in and who executed the foregoing instrument as guch,,.,.
Director aforesaid, as the act and deed of the United Stages of Amer'f: a&Ff '
and on behalf of the Secretary of the Interior, duly designated, jliltjbwered -4
and authorized so to do by said Secretary, and he acknowledged th -he =,'•J` ':1
executed the foregoing instrument for and on behalf of the Unite-6Sta�ed% '' .'•
of America, for the purposes and uses therein describe:
N ARY
My Commission expires:
Votary PUW Stab of Flofts at Large
The foregoing conveyance is hereby accepted and the urnler:oigned
agrees, by this acceptance, to assume and be bound. by all the obligations,
conditions, covenants and agreements therein contained.
STATE OF FLORIDA
as
COUNTY OF DADE )
THE CITY OF MIAMI
FLORI
By
M. . Reese
City Manager
On this f/I day of , 1972, befor.: me, the
undersigned Officer, personally appeared M. L. Reese, to me known and
known to me to be the same person whose name is subscribed to th,!
foregoing acceptance, who being by me duly sworn, did depose. and say
that he is the City Manager of the City of Miami, Florida, that to is
duly designated, empowered and authorized by a resolution adoptel by
the Commission of the City of Miami on June 17, 1971, to execute the _LJi
foregoing acceptance and sign his name thereto; and that he sign:d, J
his name thereto and acknowledges that he executed the foregoing,;- �` '• r
instrument for and on behalf of the City of Miami, Florida, for.c6e'=
purposes and uses therein described.
NOTARY PUBLIC
My Commission expires:
Notary Public. Sb to of Florida at L@rge
My Commission F.01— orL a*, 39ps
twice ■ &PAW artrN
M ua ewsv, 9sna6 �.
mom _
d 46
Exhibit E Page
srosan r */new are, eaa SAC,
M 0009 COY111I/, nOSID&
YOMO R
& B. LEA fERNAlt'
S� a cn�a l
6 of 6
Ulu o23
Exhibit F
City's Contributions to Initial Improvements
$3,800,000 of Safe Neighborhood Park Bond funds
($1.8 million allocated to the City and $2 million allocated to Miami -Dade County to be transferred to the
City for this project).
Less amounts to be allocated for the following:
• Building for Shake -a -Leg Use ($298,000)
• Boat ramp repairs
• Floating docks
• Public parking area
• Baywalk and Site improvements
• Administrative costs
• Bond Issuance Fee
• Construction contingency
• Professional service fees
I