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HomeMy WebLinkAboutR-96-0622ti w K J-96-1091 9d5d96 96— 622 RESOLUTION NO. A USOLUTI ON, WITH ATTAC.EMURNT (S) , AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE AGRgW48NT, IN SUB a'i'NNTIALLY THIS ATTACHED FORM, WITH THE UNITED STATES SAILING C% R ( "USSC"." OR BLESSES") ► A,. NONPROFIT CORPORATION, AS APPROVED AS TO FORR'I AND CONTZNT By THE ITNITED STATES SAILING ASSOCIATION, INC. ("US SA:ILINGtB) AND THE UNITED STATES OLYMPIC COMITTTES ("USOC") , TO CONFIRM CERTAIN RIGHTS AND OBLIGATIONS UNDER THE AGREEMENTS BY AND BETWEEN THE USSC, US SAILING AND THE USOC, FOR THE LEASING OF CERTAIN REAL PROPERTY WITHIN DAVID KENNEIDY PARK, SAID LEASE TO BE: (1) FOR A PERIOD OF FIFTEEN (15) YEARS; (2) AT A MONTHLY RENT OF $540.00; (3) PROVIDING FOR CONSTRUCTION OF IMPROVEMENTS AT LESSEE'S SOLE COST AND EXPENSE; (4) PROVIDING, AT THE OPTION OF THE CITY, FOR CONSTRUCTION OF ADDITIONAL PARKING AT LSSS'EH' S SOLE COST AND EXPENSE; (S ) PROVIDING FOR COMMUNITY SERVICES; AIM (6) WITH ALL 7"ERMS AND CONDITIONS AS SET FORTH IN SAID LEASE AGREEMENT. WHEREAS, the United States Sailing Center ("JSSC") has been operating a railing center within David Kennedy Park since 1986; and i+!HERJLXS, the United States Olympic Committee CIUSOCII) has exclusive authority under 36 US Code, Section 380, to control the use, of Olympic marks, symbols and terminology in the United -States; and WHERaRJU, the +JS0C has agreed to designate the USSC as a iJhi.t,ed States Olympic Training Facility subject to certain terms and conditions; and y ATTACH E14T S CONTAINED cm cobmssiox METWG OF 9G— 622 v00 WHEREAS, USOC requires that US Sailing, the National Oove=ting Body for the sport of sailing in the United States, certify that the US -SC and its center meet all of the terms and conditions necessary to conduct national and international level training and competition programs, and WHER.R.AS, the City of Miami is desirous of the USSC being designated by the USOC as a United States Olympic Training Facility; and MR AS, Section 29-0 of the Charter of the City of Miami provides a procedure for waiving competitive bidding and referendum requirements when entering into a lease or extending an existing lease with a nonprofit, noncommercial, water - dependent organization which provides or seeks to provide marine - recreation services and/or activities to the community at any City -owned waterfront property, provided certain conditions are met pertaining to public access, public use, waterfront setback and Nriew-corridor requirements, fair return to the City, compliance with the master plan and req'irements prescribed by ordinance pertaining to an organization using City -owned facilities; and WHERML4, the City Cormnissi.on has found it to be in the beat interest of the citizens of Miami to waive competitive bidding and referendum requirements as provided for in Section 29-D of the 'City S%arter and to enter into a lease agreement with the USSC, US Sailing and the USOC; y NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THZ CIl°Y 3 OF MIAMI, FLORIDA: 2- 96- 622 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. The City Manager is hereby authorized2l' to enter into a lease agreement, in substantially the attached formo with the United States Sailing Center ("USSC or "Lessee"), a nonprofit corporation, as approved as to form and content by the United States Sailing Association, Inc. ("US Sailing") and the United States Olympic Committee ("U'SOC") to confirm certain rights and obligations under the agreements by and between the USSC, U'S Sailing and the USOC, for the leasing of certain real property within David Kennedy Park, said lease to be: (1) for a period of fifteen (15) years; (2) at a monthly rent of $540.00; (3) providing for construction of improvements at Lessee's sole cost and. expense; (4) providing, at the option of the City, for construction of additional parking at Lessee's sole cost and expense. (S) providing for community services; and (6) with all terms and conditions as set forth in said lease agreement. Section 3. This Resolution shall become effective inmediately upon .its adoption. The herein authorization is further subject to compliance with all requirements that rimy be imposed by the City Attorney, including butnot limited to these prescribed by applicable City Charter and Code provisions. -:3- 96- 622 w PASSED AND ADOPTED this _14"th day of , sente S 0 1996. ATTEST : CITY CL)hw, SUBMITTED -JUX: oppicor OF LEGAL REVIEW BY: JTJLIH 0. BA ASSISTANT CITY XrMRNRY CAROLLO, MAYOR APPROVED AS TO FORM AND CORRECTNESS : A. &T CITY ATTTTO W1125:JOB :bss -4 - 96- 622 k LEASE FROM THE CITY QP MIAMI TO UNITED STATES SAILING CENTER UNITED STATES SAWNG ASSOCIATION, INC. AND UNITED STATES OLYMPIC COMMITTEE FOR THE USE OF A, PORTION OF KENNEDY PARK INDEX ARTICLE I DEFINITIONS 5 ARTICLE 11 TI4E DEMISE 2.1 THE DEMISE 13 2.2 IMPROVEMENTS TO BECOME THE PROPERTY OF LESSOR 13 2.3 USOC AND US SAILING i5 2.4 COVENANTS TO PERFORM 15 2.5 COVENANTS NOT TO PLEDGE, ETC. is ARTICLE III 'TERM 3.1 TERM OF LEASE 15 ARTICLE IV POSSESSION ARID CONSTRUCTION OF IMPROVEMENTS i 4.1 DELIVERY OF POSSESSION OF SUBJECT PROPERTY 16 4.2 LESSEE'S CONSTRUCTION OBLIGATIONS 16 4.3 TIME FOR COMMENCEMENT AND COMPLETION OF CONSTRUCTION OF IMPROVEMENTS 13 4.4 MANNER OF CONSTRUCTION OF IMPROVEMENTS 20 4.5 RIGHTS OF ACCESS TO PROPERTYC 21 4.6 PERFORMANCE BOND 22 ARTICLE V PURPOSE OF USE AND OCCUPANCY 5.1 PURPOSE OF USE AND OCCUPANCY OF PROPERTY 23 5.2 USE BY US SAILING AND USOC 23 5.3 EVENTS 23 ke 5.4 LIMITATIONS ON COMMERCIAL .ACTIVITIES 24 5.5 ADDITIONAL LIMITATIONS ARID RESTRICTIONS ON LESSEE'S USE OF PROPERTY 24 5.6 CONTINUOUS DUTY TO OPERATE 24 5.7 PUBLIC ACCESS TO 'WATERFRONT 25 2 r, 96- 622 13 ARTICLE VI PARKING 6.1 PARKING 25 ARTICLE VII HAZARDOUS MATERIALS 7.1 HANDLING OF HAZARDOUS MATERIALS 26 7.2 INDEMNIFICATION 28 N 7.3 DISCLOSURE, WARNING AND NOTICE OBLIGATIONS 28 7.4 ENVIRONMENTAL TESTS AND AUDITS 28 7.5 SURVIVAL OF LESSEE'S OBLIGATIONS 29 ARTICLE Vill CONSIDERATION 8.1 RENT 29 8,2 PERCENTAGE RENT 30 8.3 COMMUNITY SERVICES 30 i 8.4 ADJUSTMENT OF MONTHLY RENT", COMMUNITY SERVICE FEE AND TRANSPORTA710N FEE 33 j 8.5 SALES TAX 34 8.6 SECURITY DEPOSITS 34 8.7 ADDITIONAL PAYMENTS 35 8.8 INTEREST ON LATE PAYMENTS 35 8.9 SPECIAL ASSESSMENTS AND TAXES 36 8.10 PAYMENT OF AD VALOREM 'TAXES 36 {' ARTICLE IX RECORDS AND AUD11ING is 9.1 RECORDS OF SALES 37 9.2 AUDIT 38 ARTICLE X LICENSES; COMPLIANCE WITH LAWS 10.1 LICENSES AND PERMITS 38 10.2 COMPLIANCE WITH LAWS 39 i. ARTICLE XI ALTERA110NS AND IMPROVEMENTS 11.1 LESSEE'S ALTERATION OF IMPROVEMENTS 39 11.2 MECHANICS' LIENS 40 91 KA ARTICLE XII ARTICLE XIII LESSOR'S INSPECTION AND RIGHT OF ENTRY 12.1 INSPECTION BY LESSOR 12.2 LESSOR'S RIGHT OF ENTRY UTILITY CHARGES 13.1 UTILITIES ARTICLE XIV NO REPRESENATION BY LESSOR 14.1 CONDITION OF PROPERTY ARTICLE XV MAINTENANCE AND REPAIR 15.1 MAINTENANCE AND REPAIR OF PROPERTY 15.2 PREVENTIVE MAINTENANCE AND SERVICES ARTICLE XVI INDEMNIFICATION AND INSURANCE 16.1 INDEMNIFICATION 16.2 INSURANCE 16.3 DAMAGE OR LOSS TO LESSEE'S PROPERTY ARTICLE XVII DAMAGE AND DESTRUCTION 17.1 DESTRUCTION OF PROPERTY ARTICLE XVIII EMINENT DOMAIN 16.1 EMINENT DOMAIN ARTICLE XIX ASSIGNMENT'S AND SUBLETTING 19.1 ASSIGNMENT AND SUBLETTING OF PROPERTY 19.2 EVENT OF BANKRUPTCY, AwricLE XX INTENTIONALLY LEFT BLANK ARTICLE XXi SIGNAGE 21.1 SIGNS 42 42 42 43 43 44 45 46 46 49 5'1 52 53 53 54 4 ��s k 96- 622 ARTICLE XXII DEFAULT PROVISIONS 22.1 DEFAULT 54 22.2 REPEATED DEFAULTS 55 22.3 LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT 55 fi ARTICLE XXIII LESSOR'S RIGHT TO TERMINATE 23.1 LESSOR'S RIGHT TO TERMINATE 56 ARTICLE XXIV NOTICES 24.1 NOTICES 56 ARTICLE XXV MISCELLANEOUS PROVISIONS 25.1 INGRESS AND EGRESS 57 25.2 SUCCESSORS AND ASSIGNS 57 25.3 SURRENDER OF PROPERTY 57 25.4 AMENDMENTS 57 25.5 AWARD OF AGREEMENT 58 25.6 CONFLICT OF INTEREST 58 25.7 CONSTRUCTION OF AGREEMENT 58 25.8 COURT COSTS AND ATTORNEYS' FEES 58 25.9 WAIVER OF JURY TRIAL 58 25.10 SEVERABILITY 58 25.11 WAIVER 59 25.12 CAPTIONS 59 25.13 RADON 59 25.14 NO RECORDATION 59 25.15 DUPLICATE ORIGINALS 59 ARTICLE XXVI HOLDING OVER 26.1 HOLDING OVER 60 ARTICLE XXV'II QUIET ENJOYMENT 27A QUIET ENJOYMENT 60 5 96- 622 ARTICLE XXVIII AFFIRMATIVE ACTION 28.1 AFFIRMATIVE ACTION 28,2 NONDISCRIMINATION ARTICLE XXIX MINORITY PROCUREMENT 29.1 MINORITYIWOMEN BUSINESS UTILIZATION ARTICLE XXX ENTIRE AGREEMENT 30.1 ENTIRE AGREEMENT 81 81 81 @2 LEASE AGREEMENT jThis Leave Agreement (the "Lease"), Is made and entered into this __,,,,_,,, day of i 1996, by and between the City of Miami, a municipal corporation of the State 4 of Florida (hereinafter called the "Lessor") and the United States Sailing Center, Inc. (hereinafter s called "USSC" or "Lessee"), and is approved as to form and content by the United States Sailing Association, Inc. (US SAILING) and the United States Olympic Committee (USOC) to confirm certain rights and obligations under the Agreements (as defined herein). i WITNES,SETH VVHEREAS, USSC has been operating a Railing center within David Kennedy parr since 1980; and WHEREAS, the USOC has exclusive authority under 36 US Code, Section 380, to contrail the use of Olympic marks, symbols and terminology in the United States; and r WHEREAS, the USOC has agreed to designate the US Sailing Center as a United States Olyml lc Training facility subject to certain terms and conditions; and WHEREAS, USOC requires that US Sailing, the National Governing Body for the sport of sailing in the United States, certify that the USSC and its center meet all of the terms and conditions necessary to conduct national and international level training and competition programs; WHEREAS, the City of Miami is desirous of the USSC being designated by the USOC as t" a United States Olympic Training Facility; and WHEREAS, Section 29-D of the Charter of the City of Miami provides a procedure for i waiving competitive bidding and referendum requirements when entering into a lease or 7 96- 622 4; extending an existing lease with a nonprofit, noncommercial, water -dependent organization which provides or seeks to provide marine -recreation services and/or activities to the community at any city -owned waterfront property, provided certain conditions are met pertaining to public arc*ss, public use, waterfront setback and view -corridor requirements, fair return to the City, compliance with the master plan and requirements prescribed by ordinance pertaining to an organization using city -owned facilities; and WHEREAS, the Commission of the City of Miami, Florida, by Resolution No._�r____-� passed and adopted on , determined that it is in the best interest of the C4, of Miami to enter into a lease agreement with the USSC, approved as to form and content by the USOC and US SAILING, which complies with the requirements imposed by the USOC for designation of the USSC as a United States Olympic Training Facility, for the provision of marine -recreation services in accordance with the provisions of Section 29-D of the Charter of the City of Miami; NOW, THEREFORE, in consideration of the premises and mutual covenants herein after contained to be observed and performed, the parties hereto do hereby covenant and agree as follows: ARTICLE I N/l®rt\ORPII I\dIM 1.1 Additional Payments (See Section 81) 1.2 Additional Terms (See Section 3.1) 1.3 Agreements mean collectively the °Agreement. for Designation of US Sailing Center as a s US Olympic Training Facility" and "Terms and Condition; for Certification of the US Sailing { Center by the US Sailing Association, Inc.", both of which are, attached hereto as Exhibit"B" and made a part hereof. �' 622 1.4 Alterations means all construction, demolition, repairs, alterations, additions, partitions or changes of any nature to the Property and/or located on the Property (including construction of the Improvements and Public Improvements as defined herein), 1.6 Anniversary bate means the anniversM of the Effective Date. 1.6 Cepital Investment means an expenditure of five thousand dollars ($5,000) or more, resulting In the construction, acquisition, improvement or addition to fixed assets in the form of buildings or improvements, more or less permanent in character, and durable equipment with a life expfttancy of at least three years. 1,7 City Manager means the administrative head of the City's government who has been appointed by the City Commission of the City of Miami in accordance with the provisions of Section 18 of the Charter of the City of Miami, as amended 1.8 Construction Contract means the contracts, plans and specifications for the construction of the Improvements and Public Improvements involved with the development ' of the land as well as any supplemental agreements. 1.9 Constructlon Documents (See Section 4.3) 1.10 Consumer Price Index (CPI) means the monthly indices for the applicable month published by the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miami - Ft Lauderdale, Florida, Base Year 1982- 84=100. 1.11 Default ineans the failure of the Lessee, as applicable, to perform any of the covenants, conditions and agreements of this Lease on the part of the Lessee to be performed. 1.12 Davit Refundable Acca um, means a separate bank account not commingled with Lessors general funds. 1.13 Dinctor means the administrative head in charge of Lessor's Office of Asset Management, 9 96- 622 9 1.14 Effective ©ate means the date In which this Leaser is signed by Lessor. In the event the Effective gate does not fall on the first deny of the month, the Effective Gate shall be adjusted to be the first d6y of the following month, 1.16 Events means sailing programs including training and competitions occurring on the Property which lasts for not more than seven (7) consecutive calendar days including setup anal dismantling time, as may be required. 'L16 Fee (See Section 19.3) 1,17 Gross Revenues means all revenue of any nature derived by the Lessee, its licensees or concessionaires, directly from business conducted upon or from the property, including, but not limited to, revenues derived from payment of boat storage, hoist fees, sale of +Myopic and sailing merchandise and business made op performed by means of mechanical or other vending devices on the property, advertising conducted on the Property, the naming of all or any portion of the property or the Improvements and any parking revenue, whether such business shall be credit or cash sales or otherwise, whether the foregoing be collected or uncollected and shall include any finance charges or similar payments received by Lessee j . as a result of any of the foregoing, Gross Revenues shall not include (i) refunds actually paid to customers, provided the revenue was originally included in the Gross Revenues, (ii) the amount of any sales, use or gross receipts tax imposed by any federal, state or I governmental authority directly on sales and collected from customers, provided that the I amount is added to the ceiling price therein and paid by Lessee to such governmental authority, (M) any revenue reveived from the naming of all or any portion of the r ! . Improvements if such revenues have been paid, received and utilized as a Capital investment in the property and/or the Improvements and (iv) regatta fees. 1.1 S Improvements, means all buildings, structures and improvements of any nature, including but not limited to all sup ports, foundations, structures, landscaping, side.:-Wiics, curbs, to 96-- 622 driveways to be located upon the Property, as well as all apparatus and equipment necessary for the complete and comfortable use, occupancy, enjoyment and operation of the building at any time on the Property, including, but not limited to, all fittings, ,appliances, machinery, lighting, sir conditioning and ventilating equipment, wiring, controls, communications equipment, plumbing, antennae, elevators, flavor covering, hot water heating and all other appliances and equipment. IA 9 Lease 'Tenn means the original Term of this Lease and If Leases elects to extend the term and the Lessor consents to such extension, after Lessee exercises the option and same Is accepted by Lessor with respe�,t thereto, all references In this Lease to Lease Term shall be deerned to include the Additional Term as such terms are described and fixed in Subsection 3.1. 1.20 Lease Year means twelve consecutive months, The first Lease Year shall begin can the Effective Date. 121 Park means the City -owned park known as David Kennedy Park. 1.22 Personal Property means all personal Property owned and used by the Lessee in connection with and located upon the Property, not subject to any security interests or title retention agreement of a third party. 1.23 Prime Intarest Pate means the rate of interest per annum charged by First union National Bank of Florida, NA (or if this bank is not in existence or m9king loans at the Prime Interest Rate, then the Prime Interest Rate shall be that rate so charged by the bank located in the City of Miami having the largest net worth at the applicable time) from time to time on 90-day cornmercidl leans to its most mditvworthy corporate borrowers. 1.24 Public Improvements means the construction of a parking lot in the Park for use by the public visiting said Park and for use by Lessee during Events, subject to availability. Said construction shall include, but not be limited to, providing all landscaping, sidewalks, curbs, 96— 622 driveways, drainage, lighting, wiring and other appurtenances required for sold parking lot. Public Improvements shall further include the purchase and installation of playground equipment for use by Park users including, but not limited to, the construction and Installation of the necessary supports and foundations required for said equipment. 1.25 Required Operating Hours (Seel Section 5.6) 1.25 Security Deposit (See Section 5.6) 1.27 Site Plan means the final site plan approved by the Director. 1.25 Substantial Cr; mplartion means that all of the improvements and Public Improvements have been so completed that they are finished and/or ready for the beneficial use and occupancy of the Lessee under this Lease, and use by the public, as applicable, and consequently, substantial completion need not include an immaterial incomplete items or so- called minor punch -list items provided all of same do not affect the reasonable habitation and use of the lmpruvoments and any uncompleted items shall be fully completed within a reasonable time after the original completion date, but not to exceed 90 days (subject to Unavoidable Delaya). Substantial completion and final completion also need not include any Lessee's finish items which relate solely to the finish requirements of the lessee. 1.29 T"esxn (See Section 3.1) 1.30 'Transfer (See Section 19,1) 1,31 Transferee means the individual, firm or organization receiving a Transfer. 1.32 Unavoidable Delays means (with respect to either party's obligation regarding either demolition or construction, on -site or off -site improvements or construction) any delay caused by damage or destruction by fire or other casualty, whether similar or dissimilar, acts of they fedeial, state, county or local governments, strikes, embargoes, shortages of materials, unusually adverse weather conditions or other like or unlike events or conditions beyond the control of the party and without its fault or negligence including any court action. 12 96- 622 1.33 United States Olympic Training facility (USOTF) means a site designated by the United States Olympic Facility for training of Olympic athletes. ARTICLE 11 THE DEMISE 2.1 THE DEMISE The Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the following read property and the improvements thereon, within David Kennedy Park, in the City of Miami, Dade County, Florida (hereinafter the "Property"), as described in Exhibit A which is attached hereto and made a part hewf, for than purpose of developing, constructing and operating thereon a USOTF and provide a venue for the support and training of local and international sailing and supporting uses subject to the restrictions, conditions, covenants and easements herein reserved and granted. 2.2 IMPROVEMENTS AND PUBLIC IMPROVEMENTS TO BECOME THE PROPERTY OF LESSOR. So long as this Leash remains in force, any Improvements and Alterations constructed by the Lessee on the Property, shall be owned in fee simple by the Lessen (Losses to stand seized of title for purposes set forth) but on termination of this Lease, whether by, Passage of time or othervAs e, thre Improvements and alterations shall become the sole property of W,,e Lessor in fee simple and free and clear of ali encumbrances, excepting only the lion of taxes assessed (if any), but not yet due and payable, for which the Lessee shall remain obligated to pay to the extent. that they are allocable to the period prior to the termination or expiration of this Lease and subject to the Lessoesi rights and remedies in the event of termination of the Lease because of Lessee's default. 13 96- 622 All Public Improvements constructed by Lessee on the Property and within the Park shall upon their completion become the property of Lessor and shall remain on the Property and within the Park upon the expiration of this Agreement ,any furniture, furnishing, equipment or other articles of movable personal property owned by Lessee and located in the Property, shall be and shall remain the property of Lessee and may be removed by it at any time during the term of this Lease so long as Lessee is not in default of any of its obligations under this Lease and the same have not become a per# of the f ehold, and so long as such does not rnatedaily affect Lessee's ability to use said premises and 'tonduct its operations as provided herein. However, if any of the Lessee's property is removed and such removal causes damage to the Property, Lessee shall repair such damage at its sole cost and expense. Should Losses fail to repair any damage causer{ to the Property within thirty (30) days after receipt of written notice from Lessor directing the required repairs, Lessor shall cause the Property to be repaired at the sole cost and expense of Lessee. Lessee shall pay Lessor the full cost of such repairs within thirty (30) days of receipt of an invoice indica`Ing the cost of such required repairs. Failure to pay such invoice shall constitute a default of this Lease as provided in Section 22.1 below. Any property belonging to Lessee and not removed by Lessee at the expiration or earlier termination of the Lease, shall, at the election of the Lessor, be deemed to be abandoned by Lessee, and the ,Lessor rrasey keep or dispose of such prop" and restores the premises to goad ordermthini ten (10) days after billing therefore. At the expiration of the term of this Lease, Lessee shall deliver to the Lessor the keys and combination to all safes, cabinets, vaults, doors and other locks left by Lessee on the Property. Upon ft expiration of the Lease Term, or any earlier termination of this Lease, Lessee agrees to execute, acknowledge and deliver to Lessor a proper instrument, in writing, 14 96- 62 .'%S releasing and quitclaiming to Lessor all right, title and interest of Lessee in and to the Improvements and Alterations. 2.3 USOC AND US SAILING. The We purposta for which USOC and US Sailing are attesting to this Lease are to acknowledge their rights and obligations under the Agreements, to acknWedge that the Lease complies with the requirements for such Lease Imposed by the Agreements, and to confirm that the Lessor, In entering Into this Lease, has retied upon the covenants stipulated in the Agreements. By their approval, USOC and US SAILING fuither acknoWedge and agree that Lessor shall in no way be liable, For any or no Mason whatsoever, for any default or, any condition ww€thin the aforementioned Agreements or any default which may occur as a result of the termination of this Lease. 2.4 COVENANTS TO PERFORM This Lease is made upon the foregoing and the following covenants and conditions, each of which the party bound by such covenants and conditions agrees to perform, irrespective t, of vjietl'ier tha g�articular provision 'is in tha 'form of a covenant, an agreemant, a t-nndition, a 1, direi tion or otherwise, and each party agrees to provide the +other, party with documents or further assurances as may be required to carry out the expressed intention of the parties. 2.5 COVENANT NOT TO PLEDGE, ETC. � Lessee shall not during the Term or Additional Terra hereof, pledge, hypothecmte ofi „ r ( ire manner whatsoever encumber the Property or any buliding or improvement place on - Property or arty pprtion thereof. `� t` �� t ARTICLE III TERM 3.1 TERM OF LEASE, The Term of this tease shall commenc* on the Effective gate and shall end on the last day of the fifteenth year, unless sooner terminated as provided herein. However, it is agreed between the parties that this Lease may be extended for one five year period upon the mutual consent of the parties, upon the same terms and conditions contained in, this Lease, except for as pertaining to the Term, (hereinafter the "Additional Term"). If Lessees elect$ to exercise this option, Lessee must deliver written notice of its intent to the Lessor six (6) months in advance of expiration of the Terra, but no earlier than twelve (12) months prior to the expiration of the "Term, unless such earlier request is acceptable to Lessor in Its sole opinion. In the event any option to extend the original term is exercised, the lessor wiil retain the Security Deposit set forth in Section 3.6 of this Lease, for the same purposes as described in said ' Section. i ARTICLE IV POSSESSION AND CONSTRUCTION OF IMPROVEMENTS 4.1 DELIVERY OF POSSESSION OF SUBJECT PROPERTY. Upon execution and delivery of this Lease, the Lessor has delivered possession to the Lessee of the Property. 4,2 LESSEE'S CONSTRUCTION OBLIGATIONS. a) Lessee, at its solar cost and expense, shall design and construct within tho Prop" a modest size building with a footpOnt no greater than 3,000 s1 with a F' height limitation of 3" ft., for the purpose of providing ancillary office space anti f � [W 1- 96— 622 LIM 1 meeting room space to Lessee's employees, officials and Invitees. Lessee, at its sole cost, shall design, maintain and construct signage for the exterior of the Park, utilizing official Olympic symbols, designating the aite a USOTF. Lessee, at its sole cost and expense, shall redesign and improve the existing parking lot located upon the Property to provide parking for its use of the Property, its Events and for use by the general public visiting the Park. The number of ,;moss provided In said parking lot shall to the greater of. 1) the required number of parking spaces to meet the lawful off-street parking requirements for Lessee's use of the Property. In the event no specific number of spaces are required by code, Lessee shall provide a sufficient number of parking spaces required to meet its average daily demand; such number of spade to be approved by the City Manager; or H) the same number as currently provided in said lot This building and related structures and improvements constructed or placed upon the Properly in accordance with this paragraph 4.2(a) shall collectively be referred to as the Improvements". b) At the time of design of the Improvements, if Lessor desires additional public parking to be provided in the Park adjacent to the Property, Lessee, at Its sole cost and expense, shall design and construct said additional parking. Additionally, Lessee, at its sole cost and expense, Shall purchase and install new playground equipment for use by Paris users at a location in the Park to be determined by Lessor. Said equipment shall be of equivalent or better kind and quality of that which presently exists in the Park. The specifications for said playground equipment shall be provided by Lessor to Lessee. The 17 96 - 622 improvements provided in this paragraph 4.2(b) shah be collectively referred to as "Public improvements". c) Lessee agrees that it shall invest not less than three hundred thousand dollars ($300,000) on the total cost of the improvements and Public Improvements to be invested in accordance with the time frame set forth in Section 4.3 herein, 4.3 Time for Commencement and Completion of Construction of Improvements and Public improvements. i [design and Site Plan. Lessee, with the advice and reasonable consent of Lessor and with the reasonable advice of the surrounding community, will prepare and submit to the Director a preliminary design and site plan for the Improvements and the Public Improvements within eleven (11) months of the Effective mate. Lessee acknowledges that the Property contains several Royal Palms that have existed for several years and due to such existence, Lassee shall not be permitted to remove or relocate said palms,. Said palms may only be removed if they die and consequently pose harm to individuals and property Iodated at the site. Such removal shall only be performed after receiving the prior written approval of the City Manager and the receipt of all applicable permits required by law. Such preliminary design and site plan shall, be accompanied by evidence of funds committed to cover construction costs. Within twenty-one (21) days after submission of the preliminary design and site plan, the ©ireclor shall by written, notice to Lessee either approve or disapprove same. In the event of :F disapproval, the Director shall, within said twenty-one day period, attach to the notice of disapproval a list of changes desired. lessee shall modify the preliminary design and site plan as expeditiously as possible. Whereupon the final site plan as so changed and modified shall again bo submitted to the Director for approval. Upon approval of the preliminary design and { I8 i 96- 622 site plan, Lessee shall make application for a Class 11 Permit and shall provide the documents and Information required for said application. Construction Documents. Based on the approved Design and Site Plan, Lessee shall cause the preparation of all drawings, plans and specifications necessary to construct the Improvements and Public Improvements (the "Construction Documents"). Lesser shall cause the final Construction Documents to be completed and submitted to the appropriate authorities within three (3) months of the approval date of the Close It Permit for purposes of obtaining the applicable permits as required by law. Lessee agrees that, subject to Unavoidable Delays, it shall promptly commence and diligently prosecute to full completion the development of the Improvements and Public i Improvements within thirty (30) days after the date of receipt of a building permit and shalt be Substantially Completed within nine (9) months thereafter, subject to Unavoidable Delays. in f the event of Unavoidable Delays, the date for commencement and/or date for Substantial I, Complefion shall be correspondingly set back by the same number of days involved in the i' period of Unavoidable Delays. In respect to the Lessee's use and occupancy of the Property during the progress and period of construction or by anyone acting under the Lessee, for all acts other than the acts of the Lessor, its officers, agents, and employees, the Lessee covenants to indemnify, defend and hold,, harmless the Lessor and its agents and employees from and against all claims and demands whatsoever for loss or damage, including property damage, personal injury and wrongful death arising out of entry or construction and development of the Property, Me Improvements and Public Improvements or in the performance of this Lease by the Lessee, its Agents, employees, contractors, subcontractors or invitees or as a result of any incident, fire or other casualty in respect of the Property, or any failure by the Lessee to keep the Property, or any Improvements can it, in a We condition, and shall provide the Lessor with the form of comprehensive general public liability insurance and ;All Risk" insurance for the amounts and subject to the provisions described in Article XVI below. 4,4 Manner of Construction Provernents and Public Improvements. (A) Upon the Lessee's payment of all applicable permit fees and provided the constnrction plans for the Improvements and Public Improvements comply with oil applicable ordinances and codes, the City of Miami will issue a building permit, and 5 (1) The oanstruction of the Improvements and Public Improvements shall be in I amordance #Ath the Construction Documents approved by the Director and i this Lease. (2) The construction of the Improvements and Public Improvements shall be L performed in accordance with the provisions of all applicable federal, state i and local laws, ordinances, rules, regulations, and other legal requirements; (3) The Construction Contract and all subcontracts shall provide, and Lessee shall require, the following: a) Commercial General liability coverage form, or its equivalent, including premises, operations and contractual coverages against all claims, demands or actions for bodily injury, personal injury, death or paroprarty damage occurring in or about the Property and the Park with such limits as may be reasonably requested by the City'from time to time but not less than $1,000,000 per occurrence combined single limit for bodily injury and 20 96-- 622 prop" damage. The; 'Lessor and Lessee shall be named as Additional Insured. b) Worker's Compensation in the form and amounts required by State law, c) Require that all contracts and subcontractors fun si,sh contractor's and suboontractor's of ldevsts in the farm provided by the Florida Statutes r, W that, waivers of lien from all persons who have performed work rand labor, fumisbed servicee$, or supplied equipment, nisterials or supplies in connection with the construction of the Improvements and Public improvements be required for all interim and final payments made. (®) In all events, the Lessee will pay and discharge all costs, expenses and liabilities whatsoever arising out of the construction of the Improvements and Public Improvements and will keep the Property and the Park free and clear of any and all liens and claims in any way arising out of the construction of the Improvements and Public Improvements in acoordance with Section 11.2 herein. Y 4.fs i, iahhts Of ACWSs to Property. (a) The Lessor reserves for itself and any public utility company, as may be appropriate, the right of ingress to and egress from the Property at all reasonable flares for the purpose of constructing, reconstructing, maintaining or servicing the public utilities, if any, located within the boundary lines of the Property, however, that any entry shall, at all times, be conducted in a reasonable manner and without any undue interruption or interference with the business and activities of the Lessee. 21 96 - 622 i (b) the Lessens shall not construct any permanent Improvements or Public Improvements over or within the boundary lines of any easement for public utiilbea unless previously approved by the Lessor and any applicable utility cornpany. (c) After the date of this Lease and during the construction of the improvements and Public Impnvements, the Losm shall permit representatives of the Lessor access to the Property at all reasonable times as the Lessor deems necessary for purposes of this Lease Including, bud not limited to, inspection; of all work being performed in connection with the construcdon of the Improvements and Public imprrove4ments,. 4.6 Performance Stand Prior to construction of the Improvements and Public Improvements, Lessee shall secaire and submit to Lessor for approval, pursuant to the City of Miami Code and Section 265.05, Florida Statutes, as may be amended, payment and performance bonds in the amount of one hundred twenty-five percent (125%) of the total construction cost of the Improvements and Public Improvements, including labor and materials. Lessee shall tom+ responsible for maintaining id bonds In full force and effect throughout the construction of the Improvements and € ublic Improvements. All bonds shag be issued by insurance and surety companies acceptable to the Lessor and duly qualified to transact such bonding business in the State of Florida, subjed to farm and substance approval by Lessor's City Manager. In lieu of providing a performance bond, Lessee may deposit funds stficient to cover, 100% of the construction costs in a separate account and appoint a trustee to said account to armure said funds are disbursed for construction related costs only. z? 96 - 622 ARTICLE V PURPOSE OF USE AND OCCUPANCY 6.1 PURPOSE OF USE AND OCCUPANCY OF PROPERTY Lessee shall operate and manages the Property and the Improvements so that it will be used primarily to provide training to Olympic and other highly qualified competitive sailors as well as provide a oonter for sailors and community sailing programs, and to conduct the usual functions incidental to such sailing programs, subject to the limitations contained in this Section and otter applicable provisions of this Lease. The Property shall not be used for any other purpose without the prior written consent of the City Manager, which consent may be withheld in the City Manager's sole discretion. This Leas and all rights of Lessee hereunder shall, sit the option of the Lessor, ceases and terminate upon discontinuance of the stated use and operation of the Property, after having first been given written notices by Lessor of the violation and/or default as provided, in Section 22.1 and after having first been given the opportunity to cure said violation within thirty (30) days. 5.2 USE BY US SAILING AND USOC So long as the Agreements remain in full farce and effect, US Sailing and USOC shall be permitted to utilize the Property for the purpose yet forth in Section 5.1 herein. Such use shall be coordinated with Lessee and shall be subject to the terms and conditions of this Lease. 5.3 EVENTS Duitng Events, Le ssoe agrees to use its good faith efforts to conduct Events in a manner that minimizes any disruption to the Park and the surrounding residential areas. tresses agrees to incorporate such reasonable measures that may be requested by Lessor to minimize any disruption to the area. Such measures shall, at a minimum, include the hiring of an off -duty 23 96- 62 police officer(s) for any event where parking would exceed parking capacity on the Property and ancillary, parking (if provided), to prevent parking by participants along South Sayshore Drive during Events and to redirect said participant, to nearby parking garages or lots. 5.4 LIMITATIONS ON COMMERCIAL ACTIVITIES Lessee may engage in the following commercial activities but only to the extent necessary to service Lesae's employees, officers and Invitees and to enhance public scream to acid utilization of the Property and only to the extent specifically authorized as follows: Lessee may sell daily, by mechanical or other vending devices, food and beverages, excluding alcoholic beverages, to Lessee's employees, officers and invitees. During Events, Lessee may .yell by other means food and beverages, excluding alcoholic beverages, to Lessee's employees, officers and invitees. Lessee may charge daily or monthly fees for the use of the facilities and/or boat storage. No membership flees are permitted. Fees will be set in a manner whiJi will allow broad community 'use of the USOTF. The fee schedule, including any modifications thereof, shall be alrproved by the City Manager prior to its effective date. Lessee may charge regattas and event entry fees and shall be permitted to sell officially licensed Olympic and selling merchandise. 5.5 ADDITIOML LIMITATIONS AND RESTRICTIONS ON LESSEE'S USE OF PROPERTY Only minor repairs and servicing of boats of individuals utilizing the Property shall be permitted on the Property. The Property shall not be used for the purpose of major maintenance or averbiuling of bc-)a, gar craft. There shall be no sale or dispensing of fuel on the Property. 5.6 CONTINUOUS DUTY TO OPERATE Except where the Property is rendered untenantaible by reason of fire or other casuatty, Lessee shall at all times during the term of this Lease (i) occupy true Property upon the 24 96- 622 t, EfN tive Date.; (ii) shall thereafter continuously conduct operations in the Property in *ccordance with the terms of this Lease and shall at all times keep the Property fully stocked with materials, trade fixtures and furnishings necessary and proper to operate the Property and (iii) keep the Pro*rty open for operation daring hours established from time to time as approved by Lessors City Manager ("Required Operating Hours"). As of the date hereof the minimum Required Operating Hours of the Property are Sunday through Saturday, excluding holidays, from 9:00 AM to 5:00 PM. If the Lessee fails or refuses to satisfy any of the foregoing requirements in Rams (i) through (ili), then in such event Lessor shall have the right, in addition to all remedies herein provided for Default, to collect, and Lessee shall be obligated to pay, as Additional Payments, fifty dollars and 001100 ($50.00) for each day that Lessee does not comply with said requirements. 5.7 PUBLIC ACCESS TO WATERFRONT lRl=RONT The public shell be allowed access to the waterfront areas of the Property and all facilities located on the Property shall be available to the public;, subject to the right of the Lessee to establish and enforce runes and regulations to provide for the orderly operation, security and public safety of said facilities. A copy of all roles and regulations and any changes occurring therein shall be subject to the prior approval of the City Manager, which approval shall not be unreasonably withheld or delayed. ARTICLE \tI PARKING 6.1 PARKING Lessee acknowledges that its demand for parking is seasonal and as such the most efficient means to providing parking t6r its use and the use of the public visiting the Park is to utilize a shared parking lot. As such, Lessee may net fence the parking lot nor charge fees for 25 96-" 6 2W parking within ft lot constructed as part of the Improvements, Notwithstanding the above, during Events, Lessee shall have the right to exclusively utilize the parking area located upon the Property upon providing Lessor not less than ten (10) days advance written notice of such Event. Lessor agmes to grant to Lessee, subject to availa bif ly, use of the public parking arse which may ba located at ft west end of the Park, adjacent to South Biayshore Drive, andVor such other area within the park for Event parking subject to compliance with the terms i and conditions which may he reasonably imposed by Lessor's Director c f Pants and Recreation. t , Such use Is further subject to compliance YAth all applicable requirements set Birth in the City of s Miami Cade, Zoning Ordinance and such other rules, ordinances or resolutions which may be in effect at such time including, .but not limited to, the imposition of any fees and provision of insurance. A,RTICI.E V11 HAZARDOUS MATERIALS 7.1 HANDLING OF HAZARDOUS ARDOUS MATERIALS Lessee 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 Hwardous Materials Laws relating to industrial hygiene, environmental protection or the use, analysis, generation, storage, diWsal or transportation of any fuel, oils, flammable explosives, asbestos, urea formaldehyde, radioactive .materials or waste, infeotiou waste, of other' hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without ,limitation, any "Hazardous Substances", "Hazardous Wastes", 'Hazardous Materials" or f' "Toxic Substanr °, aur4er any such laws, ordinances or regulations (collectively "Hazardous 26 96- 62 Materials"). Lessee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of an and all y permits, Licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Property required for Lessee's use of any Hazardous Materials ire or about the property in oonforre ty with all applicable Hazardous Materials Laws and prudent industry pracotirass TegWing management of such Hazardous Materials. Lessor remgnizes and agrees that f E Lmseer may use materials in normal quantifies that are applicable to the use of the Property for the purposes stated herein and that such use by Lessee shall not be deemed a violation of this Sectors, so bng as the levels are not in violation of any Hazardous Materials Laws. r Lessee shall, at its sole cost and expense, be responsible for perforrnilnq any removal, raerne diation, cleanup or restoration required as a result of a release of Hazardous Maitedals in or about the Property, caused by the placement of Hazardous Materials in or about the Property, or used by Lessee or at Lessee's direction or by Lessee's failure to comply with I any Hazardous Materials Laws. Upon termination or expiration of the Leas;, Lessee shall, at its sole Cost and expense, cause all ,Hazardous Materials, including their storage devices, placed in or about the Property by Lessee or its employees, agents or invitees or at Lessee's direction to be removed i i from the Property and transported for use, Storage or disposal in a=rdance and compliarroe wO all applicable Hazardous Materials Lags. Lessor acknowledges that it is not the intent of this ,Miele Vll to prohibit Lessee from operating the Property for the use described in Section 5.1. Lessee 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 all applicable governmental requirements. k t Zo• 27 N 7.2 INDEMINIF►DA TION Lets+ee shall indemnify, protest, defend and hold Lessor free and harmless from i l and against any and all claims, liabilities, penalties, forfeitures, losses and expenses (including attomeys3' fees) or death of or inJury to any person or damage to any property whatsoever, i arising from or caused in whale or in pact, directly or indirectly, by the presenoe in or about the Property of any Hazardous Materials placed in or about the Propeq or used by Lessee or at ( Lessee's direction or by Lessee's failure to comply with any Hazardous Materials Law or in connection with any removal, remediation, cleanup, restoration and materials required hefeunder to 'return the Property and any other property of whatever nature to ftir condition j existing prior to the appearance of the Hazardous Materials. 7.3 DISVLOSURE, WARNING AND NOTICE OBLIGATIONS 'Lessee shall comply with' al{ laws, ordinances and regulations in the State of Florida regarding the disclosure of the presence or danger of Hazardous Materials. Lessee: acknowledges and agrees that all reporting and warning obligations required under the Hazardous Materials Laws are the sole responsibility of Lessee, whether or not such Hazardous Materials Laws permit or require Lessor to provide such reporting or warning, arm Lessee etaa!{ be .solely responsible for complying with Hazardous Materials Laws regarding the disclosure of, �., fe presence or danger of Hazardous Materials. Lessee shall immediately notify Lessor, in writing, of any complaints, noticee, wasrrT,ing, reports or asserted violations of which Lessee becomes aware relating to Hazardous Materials on or about the Property. Lessee shaU also immediately notify Lessor if Lessee knows or has mason to believe a complaint, notice, warning, i report or asserted violation will be released on or about the property. 7.4 ENIVIRONMENTAL TESTS AND AUDITS Lessee shall not perform. or cause to be performed, any hazardous Material$ surveys, steadies, reports or inspections, relating to the Property without obtaining Lessors Z& 96m 622 I advance written consent, which consent will not be unreasonably denied. At any time during the Lease Term, Lessor shall have the right to enter upon the Property in order to conduct appropriate tests to establish whether the Property is in corr phamce with all applicable Hazardous Materials Lam. 7.6 SURVIVAL OF LESSEE'$ OBLIGATIONS The respective rights and obligations of Lessor and Lessee under this AWcle V11 shall survive the expiration or terrnination of this lease. ARTICLE Vill CONSIDERATION 8.1 RENT Lessee argues to pay to Lessor when due all rent, including Monthly Rent (as hereinafter defined), and all sums, charges, expenses, and costs, identified in this Lease to be paid by Lessee. Lessee's obligation to pay rent shall begin on the Effective Date and shall remain an obligation' of Lessee until completely satisfied. Lessee, without demand or any setoff or deduction whatsoever, shall make all payment of rent when due by check, payable to the City of Miami, and mailed to: City of Miami Finance Department, Rent Collections, PO Box 330708, Miami, Florida 33233-0708, or such other address as Lessor may designate from time to time by written notice to Lessee. If Lessor shall at any time accept rent after it shall tw=me due and payable, such acceptance shall not excuse delay upon subsequent orassions, or constitute, or be construed as, a waiver of any or all of Lessor`s, rights hereunder. The monthly base rent for the Property thereinafter the "Monthly Rent") as of the Effective Date, which Lessee hereby agrees to pay in advance to Lessor and Lessor hereby 29 96- 622 G agrees to accept, shall be five hundred and forty 001100 ($540.00), provided, however, Monthly R,eirt shall be adjusted as provided pursuant to Section 8.4 of the Leese. Monthly Rent shall be ,payable In advanc* on the first day of each calendar month during th terry ,of this Lease. 8.2 PERCENTAGE RENT In addition to the payment of Monthly Rent, Lessen shall pay to Lessor a Percentage Rem In an amount equal to ten (10) percent of annual Cross Revenues in excess of eighty thousand dollars and 0011000 ($80,000). Within sixty (60) days after the end of each Lease Year, Lessee shall deliver to Lessor a statement of annual Gross Revenues for the preceding calendar year, signed and certified by a Certified Public Accountant, along with payment of the Percentage Rent, if any, which is due from Lessee to Lessor for the preceding Lease Year. 8.3 COMMUNITY SERVICES In accordance with the requirements set forth in Section 2-363 and 37-14 of the City of Miami Code, as amended, and to enhance the public purpose and the benefit to residents in the watersport recreation facilities afforded under this Lease, and to verify the commitment of Lessee to said public purpose as defined herein, Lessee shall provide the following community .services to the Lessor: (a) Provide during the months of June through August or such other months as may be mutually, agreed to by the Director and Lessee, office, boat storage space and logistical support and use of the facility for operation of the City's sailing programs; 30 96.M 622 (b) Notwithstanding (a) above, during the months in which the City is not operating Its sailing programs, Lessee shall, provide boat storage space year-round on the Property for the City's vessels utilized in its sailing programs; (c) At least six (6) days per Lease Year, some of which may be on a Saturday or Sunday, Lessee shall provide recreational and educational activities with priority to inner city children of the City of Miami. A list of participants shall be provided by the City of Miami Parks and Recreation and shall be limited to thirty, (30) participants on any given day unless a greater number Is agived to by Lessee, Lessee shall provide or cause to provide transportation to and from the Property, if necessary, for the children participating in these recreational activities. At least two of these ac%vitles shall be boating excursions which shall occur Writhin the months of June, July andfor August. Lessor may, but shall be under no obligation, to provide transportation at the sole cost of Lessee. Lessee shall pay the actual cost of providing such transportation, which cost shall not exceed two hundred dollars ($200.09) (hereinafter "Transportation Fee"), within fifteen (1 5) days of receipt of an invoice from Lessor. Lessor shall provide a written request to Lessee for the staging of a community service event at least twenty-one (21) days prior to the scheduled event. Lessee shall immediately notify Lessor of any scheduling conflicts. It shall be the rssponsibillity of Lessee to be proactive, in requesting from Lessor community service event dates above. in the event Lessor does not require the services of Lessee, Lessee may request the written pennission of Lessor to substitute an alternate community service for the above. Such permission must be requested in writing prior to the event taking place. In the event it becomes necessary for the Lessor to cancel or reschedule an event, the Lessor shall provide wrritte6 notice to Lessee a minimum of seven (7) calendar days prior to the scheduled event. I In the event it becomes necessary for the Lessee, to reschedule an event, the it 69we shall provide wvitten notice to Lessor a minimum of seven (7) calendar days prior to the scheduled event. Neither party shall be liable to the other party for acts of God which require the cancellation, rescheduling or modification of an events' activities. For each month or portion thereof, In which Lessee fails to provide any of the above community services, In whole or in part, or Pails to provide the required notice in the event of cancellation, Lessee shall be in default of this Lease and shPrll pay to lessor, as Additional Payment, the amount of one thousand dollars and 00/100 ($1,000.00) (hereinafter the "Community Service Fee"). The payment of such Community Service Fee shall not operate to ours Lessee's Defoult, nor shall it prevent Lessor from the pursuit of any remedy to which Lessor would otherwise be entitled to under this Lease including the right of termination of all of Lesm's possessory rights hereunder. In the event Lessor no longer requires the services provided in "a" or "b" above, the Lessor shall provide notice to Lessee, and the City Manager and Lessee shall identify reasonable alternative community services to substitute said services. If the City Manager and Less are not able to identify alternative community services within thirty, (30) days of said notice to Lessee, then Lessee shall pay to Lesson as Additional Payment an amount equal to one -fifth of the Community Service Fee then in effect for each service no longer provided. Lessor' ac .n.owledges lessee's active participation in providing services to the community and considered same in granting a waiver of competitive bidding and referendum requirements as provided in Section 29-D of the City of Miami Charter. Lessor encourages U. sses to continue to provide such services to serve primarily the .residents of the City of MiamI. 32 i c 96- 622 7q�i i 8.4 ADJUSTMENT OF MONTHLY RENT, COMMUNITY SERVICE FEE AND TRANSPORTATION FETE 1 Lessee agrees that, as provided for below, the Monthly Rent, the Community i Service Fee and the Transportation Fee shall be Increased on the Anniversary Gate by any Increase during the prior year in the CPI. Sold adjustment shall be hereinafter reettrred to as the "CPI Eaceishon". The CPI Escalation of the Monthly Rent shall be equal to Monthly Rent In effect for the Immediately preceding Lease Year plus the product of that Monthly Rent multiplied .by the "CPI Percentage" (as defined below). The CP,1 Escalation of the Community Service Fee shall be equal to the Community Service Foe In affect for the immediately preceding Lease Year plus the product of that same Community Service Fee multiplied by the "CPI Percentage," (as defined below). The CPI Escalation of the Transportation Fee shall be equal to the Transportation Fee in effect for the immediately preceding Lease Year plus the product of that some Transportation Fee multiplied by the "CP1 Percentage" (ass defined below). The CPi Percentage shall equal the fraction (1) whose numerator equals the Natal of . (a) the monthly Index published immediately prior to the Anniversary mate (or the nearest reported previous month), minus (b) the monthly Index published immediately prior to the Effective Date (or the nearest reported previous month) and (ii) whose denominator is the same _ monthly Index as (b) alcove. If the Index is discontinued with no successor Index, Lessor shall select a comparable ind6x. Lesson shall compute the CPI Escalations and send a notice, with calculations, to Lesaft setting foift the adjusted Monthly Rent, Community Service Fee and Transportation Fee within sixty (SO) days of the commencement of each Lease Year or as soon as such Index is 33 96 - 622 available. in the event the Monthly Rent increases, Lessee shall pay to Lessor within thirty (30) days of receiving such notice, the additional Monthly Rent owed for the rmonthe which have elapsed in the current Lease Year. in the event the Community Service Fee increases and Lessee has paid a Community Service Fear during the time which has elapsed in the current Lease Year, Lessee shall pay to Lessor within thirty (30) days of receiving such notice, the additional Community Service Fee owed. in the event the Transportation Fee increases and Lessee has paid a Transportation Fee during the time which has elapsed in the current Lease Year, 'Lessee thali pay to Lessor within thirty (30) days of receiving such notice, the additional Transportation Fee owed. 8.5 &ALES TAX The Lessee shall be liable for the prevailing State of Florida Use Tax imposed on the amount of rent paid to Lessor under this Agreement in the absence of exemption or other reduction by the State of Florida (currently at the rate of 6.5%). This Sales and Use Tax shall be payable to the Lessor, wi oen rent is due, which in turn will remit some, less authorised handling deductions, to the State. Said tax is applicable to the Monthly Rent payments, unless otherwise determined by the State of Florida. 8.5 SECURITY DEPOSITS Simultaneously with the execution of this Lease by Lessee, Lessee shall deposit with Lessor the sum of two thousand five hundred dollars ($2,500) as a Security Deposit. Lessee shall further deposit on the first day of each five year anniversary of this Lease an additional amount sufficient to have the Security Deposit equal three months of the Monthly Rent in effect on the respective day of deposit. The Security Deposit shall be security for the payment and performance by Lessee of all of Lessee's obligations, covenants, conditions, and agreements under this Lease. Lessor shah have the right, but shall not be obligated, to apply all or any portion of the Security Deposit to make any such payment or perform any such act on 34 96-- 622 Less part without waiving Its right based upon any default of Lessee and without releasing Lessees from any obligations hereunder. Lessee shall promptly deposit with Lessor the amount neoestsary to restore the Security Deposit to Its full amount. The Security Deposit shall not be doenned liquidated damages and application of the Security DeposR to reduce Lessor's damages, shall not preclude Lessor from ni ovsring from Lessee all additional damages incurred by Lesser. 'The Sec4jrity Deposit shall bear no interest. If legally permissible, Lessor shall be entitled to co -mingle the Security Deposit with Lessor's tether funds. If Lessen fully and faithfully complies with all of the terms, provisions and conditions of the Lease, the Security Deposit shall be retumed to Lessee Without interest after both: (I) the expiration of the Lease Term, as may be extended pursuant to the provisions of this Lease, and (11) Lessee's delivery to Lessor of the entire Property and Improvements; have occurred. In the event of a sale or transfer of Lessor's interest in the Property, Lessor shall have the right to transfer the Security Deposit to such transferee and thereafter Lesser shall be released from all liability relating to the return of the Security Deposit, and Lessee shall look to such transferee for the return of the Security Deposit. 8.7 ADDITIONAL. PAYMENTS In addition to the Monthly Rent under Section 8.1, all other payments or charges payable by Lessee, however denoted, are called "Additional Payments". Unless this Lease provides otherwise, all Additional Payments shall be paid with the next installment of the Monthly Rant. 8.8 INTEREST ON LATE PAYMENTS "Any payment made by Lessee for any rental, fee or charge as required to be paid under the provisions of this Lease, which is not received by Lessor within five (5) days after same shall become due, shall be subject to the grime Interest Rate, compounded daily, or such tither rate as specified as the general interest rate on obligations in Florida by Chapter 687, 33 9'6- 622 c Florlds Statutes, whichever is higher, from the date such payment is due until such time as the paym nt is actually received by the Lessor. �.� SPECIAL ASSESSMENTS OR TAXES Lessee covenants and agrees to pay.' before any fine, penalty, interest or cost is added for nonpayment, any and all charges, taxes, or assessments, levied against the Property and Improvements, personal properly or operations thereon, including, but riot limited to, ad valorem takes. Payment thereof shall commence arith and shall include taxes assessed for the current year, if any. Failure of Lessee to pay such as aforesaid shall constitute a default of this Lease by the Lessor, subject to the terms and conditions of Section 22.1. In the event Lessee appeals any charge, flax or assessment, Lessee shall immeciimly notify Lessor of its intention to appeal said 04arge, tax or assessment and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to Lessor or other security reasonably satisfactory to Lessor in lan amount sufficient to pay one hundred percent of the contested charge, tax or assessment with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with ft. 8.10 PAYMENT OF AD VALOREM TAXES Lessee agrees that in the event the Property or any interest thereon becomes subject to ad valorem taxation, it shall enroll in the Dade County Ad Valorem Tax Payment Plan. Failure to enroll in said plan or to make payments in accordance with said plan shall be a default of this Lease. In the event such Dian is discontinued, the City manager and Lessee shall develop a method to insure the monthly or quarterly payment of such taxes. In the event Lessee appeals an ad valorem taut or the assessment valise, Lessee shall, immediately notify Lessor 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 accekptable to 36 96 - 62,E Lessor or other security reasonably satisfactory to Lessor in an amount Sufficient to pay one hundred percent of the contested tax with all interest on it and costs and expenses, including reasonable atto ys' ferns. to to Incurred in connection with tk. ARTICLE IX RECORDS RDS AND AUDITING 9.1 RECORDS OF SALES During the terry of this Lease and any extension thereto, Lessees shall maintain and keep, or cause to be maintained and kept at the Property, a full, complete and accurate record and account of all Gross Revanues arising or accruing by virtue of its operations conducted at or from the Property, for each day of the term and all extensions thereof. All records and accounts including sales slips, bank sta}ements or duplicate deposit slips, mail orders, telephone orders and all ether supporting records, shall be available for inspection and audit by the Lessor and 99 duly authorized agents or representatives during the hours ar g:00 AM to 5:00 PM, Monday through Friday, and shall be in accordance with generally accepted accounting proc*dures. Lessee must provide accounting contrW equipment deemed reasonably necessary and consented to by the City Manager, for proper control of cash and payments whether such transaction is a cash or credit transaction. In accordance; with standard auditing procedures of the City, Lessee shall keep and preserve, or cause to be kept and preserved, any and all of the aforementioned records for not less than sixty (50) months after the end of the Lease Year in which said transaction occurred. For the same period of time, Lessee shall also retain copies of all safes and tax returns covering its operations at the Property, and any other grvemmental tax or other rectums which show Lessee's sales therein, and shall, upon demand, deeiiver photographic copies thereof to the Lessor. I"he Lessee will cooperate with the Lessors internal auditors (or such other auditors designated by Lessor) in Roeder to facilitate the Lessor's examination of records and a=untst. M 622 9.2 AUDIT Lessor may cause, at its sole cost and expense, at any time doting the Lease Term and within sixty (60) months after the expiration or earlier termination of this Lease, a complete audit to be made of Lessee's business Affairs, records, files, sales slips and sales tax records in carinestion with Less"'s sales on, from or related to the Property for the period covered by any such statement fumish+ed by Lessee. In the event said audit discloses that Lessee has underreported its Gross Revenues, Lessee shall pray Lessor within thirty (30) days of receipt of notice any additional amount of rent due and payable, including interest thereon at the rate set forth in Section 8.8 herein, accounted from the date such vent was slue and payable. Additionally, if this audit discloses that Lessee has underreported Gross Revenues by five percent (5%) or more during any Lease Year, Lessee shall as Additional Payment reimburse Lessor for the cost of said audit. Lessee shall further be subject to periodic, unannounced operational audits by Lessor of the operations conducted on the Property. Such audits shall include a review of the activities performed in accordance with the terms and conditions of this Lease. City shall prepare a report as a result of the operational audit notifying the Licensee of conditions needing correction or improvement. ARTICLE X LICENSES. COMPLIANCE WITH LAWS 10.1 LICENSES AND PERMITS The Lessee shall, at Lessee's sole cost and expense, obtain any and all lioanses i. and permits necessary and in connection with Lessee's use and occupancy of the Property. Sit 96- 622 10.2 COMPLIANCE WITH 1-4WS Lessee a mepts this Lease and hereby acknowledges that Lessee's compliance with all applicable laws, ordinances and codes of federal, state and local governments, as they may apply to this Lease, including but not limited to building codes and zoning restrictions, is a condition of this Lease and Lessee shall comply therewith as the same presently exist and as they ,may be amended hereafter. ARTICLE X1 ALTERATIONS AND IMPROVEMENTS 11.1 LESSEE'S At.TERATION OF IMPROklr=MENTS Lessee shall not make or permit to be made any, Ar:erabon to the Property unless the detailed plans and specifications of the proposed Alteration, an explanation of the needs and reasons for it, and a plan of full payment of the costs of it. (a) Are first submitted to the Director for review and approval. Such review may re4uire Lessee's submission of the detailed plans and specifications of the proposed Alterations to other departments and offices of they Lessor with jurisdiction thereof, and (b) Are approved by the City Manager which approval shall not be unreasonably delayed or denied; and (c) Are in compliance with all applicable statutes, laws, ordinance and regulations of the United states, State of Florida, 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. Lessee also hereby agrees to {gay for and obtain the necessary and applicable permits in compliance with all Federal, State, Dade County and City of Miami lawns, rules and regulations In connection with any Alterations made by Lessee to the property. Upon completion of any Alterations, the paid invoices, receipts, Canceled check* and other such documents shall be submitted to the Lessor rind shall be Incorporated herein and attached hereto. 4 Lessor shall have the right to remove any movable personal property that It places in or on the Property. All .Alterations must be in conf+orrnan:* with the provisions of Section 10.2 hereof. if any part of the Property is in any way damaged by the removal of such items, said damage shall be repaired by Lessee at its sole cost and expense. Should Lessee fail to repair 1i any damage caused to the Property within thirty (30) days, after receipt of written notice from i Lessor directing the required repairs, Lessor shall cause the Property to be repaired at the sole cost and expense of Lessee. Lessee shall pay Lessor the fail cost of such repairs within thirty s, (30) days of receipt of an invoice indicating the cost of such required repairs. Failure to pay such _ invoice shall constitute a default of this Lease as provided in Section 22.1 below. Notwithstanding the above; this Lease may be terminated as provided in Section 22.1 below due to Lessee's failure to repair the Property as directed without the necessity of Lessor repairing 4 r - the Property. 3 11.2 MECHANICS' LIENS The Lessee shall not knowingly suffer or permit any mechanics' liens to be filed against the We to the Property, nor against the Lessee's interest in the property, nor against any Alteration by reason of work, labor, services or materials suppiied to the Lessee or anyone having a right to possession of the Property as a result of an agreement with or the consent of Lessee. hlothing in this Leases shall be construed as constituting the consent or request of the Lessor, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or matenalrnan for the performance of any labor or the furnishing of any materials for as 96-- 622 any specific Alteration, or repair of or to the Property nor as giving the Lessee 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 Ming of any mechanics liens against the Lessor's interest in the Property. If any mechanics' lien shall at any time be filed against the Property, the Lessee shall cause it to be discharged of record within thirty (30) days ' after the date the Lessee has knowledge of its filing. If the Lessee shall fall to discharge a mechanics' lien within that period, there In addition to any other right or remedy, the Lessor 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 Lessor 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 Lessor shall constitute Additional Payments due and payable under this Lease and shall be repaid to the Lessor by the Lessee Immediately upon rendition of any invoice or trill by the Lessor. The Lessee shall not be required to pay or discharge any mechanics' lien so long as the Lessee shall in good faith proceM to contest the lien by appropriate proceedings and if the Lessee shall have given notices in writing to the Lessor of its intention to contest the validity of the lien and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to Lessor or other security reasonably satisfactory to Lessor in an amount sufficient to pay one hundr&d ten percent of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attomeys' fees, to be incurred in connection with it. 41 96- 622 ARTICLE XII LESSORI INSPECTION AND RIGHT OF ENTRY 12.1 INSPECTION BY LESSOR Lessor shall have the authority to make periodic reasonable inspections of all the Property and improvements thereof, during normal working hours to detonnine if such are being maintained in a neat and orderly condition. Lessee, at its sole cost and expense, shall be required to make any improvements In cleaning or maintenance methods reasonably required by Lesson Such periodic inspections may also be made at the Lessors discretion to determine whether Lessee is operating in compliance with the terms and provisions of this Lease. 12.2 LESSOR'S RIGHT OF ENTRY Lessee agrees to permit Lessor to enter upon the Property at all reasonable times, for any purpose Lessor deems necessary to, incident to, or connected with the performance of Lassoes duties and obligations hereunder or in the exercise of its rights and functions. ARTICLE All UTILITY CHARGES 13.1 UTILITIES Lessee, at its sole cost and expense, shall be responsible for all utilities rendered or supplied upon or In connection with the Property, including but not lirnited to, electricity, telephone, water, gas, sewage disposal, stormwater utility fees, trash and garbage removal, as well as all costs for Installation of any lines and equipment necessary, In the event any utility line or equipment lies outside the Property but is serving the Property exclusively, Lessee shall be responsible filar its repair and maintenance, Lessor shall be responsible for only those utility 42 96" 622 lines and equipment lying outside the Property boundaries which serve both the Park and the Property. 1 :ARTICLE XiN NO REPRESENTATION BY LESSOR 14.1 CONDITION OF PROPERTY Losses takes the Property "as is", in its present condition and state of repair and without any representation by or on behalf of Lessor, and agrees that Lessor shall, under no circumstances, be liable for any latent, patent or other defects in the Property. ARTICLE XV MAINTENANCE AND REPAIR 15.1 MAINTENANCE. AND REPAIR OF PROPERTY Losses shall, at its sole cost and expense, at all times during the Lease Term, keep 1 and maintain in good order, condition and repair the Property and every part thereof, including, fwithout limitation, air conditioning and heating systems, decoration, signage, plumbing, mechanical, 91"rlc4l, textures, floor coverings, elevator; structural, window and roof repairs and replacements. Losses 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 Lessor's sole opinion, detracts from the appearenoe of the Property. All repairs or repiacarnents shall be performed to the satisfaction oaf Lessor. At the expiration or eadler termination of the term of this Lease, Lessee shall surrender the Property "broorn clean" and In the same order and condition, or better, which it 45 .r 622 was upon execution of the Lease, ordinary wear and tear and damage by the elements, first and other insured casualty excepted. 15.2 PREVENTIVE MAINTENANCE AND SERVICES Lessee shall, at its sole cost and expense, provide the following preventive maintenance and services: (a) Cleaning and janitorial services for the Property; (b) Grounds services including lawn, shrub and tree maintenance and rafnoval of any rubbish or obstructions from the Property; (c) Vermin control as necessary, but no less than once every sixty (50) days; (d) Periodic maintenance and cleaning of kitchen and exhauSA equipment, and grease traps or grease inceptors, if applicable. (e) Painting of interior and exterior of buildings including caulking of all window and moor frames, painting of signs, if applicable, and restriping of parking lot on Property as necessary, but no less than once every four years; (f) Reseal all wood docks and decks as necessary, but no less than once ever,, two years; (g) EmpRoy a qualified properly inspetAor to perform a physical inspection of the Property including all structural components and mechanical equipment as part of a preventive maintenance program and shall submit an inspection report to Lessor of conditions found. Such physical insperslon shall be perforrned on the first anniversary of the tease Term following occupancy of the Improvements and biennially thereafter. Within sixty (60) days of completing said inspection, Lessee shall submit a remediation plan to Lessor, to be approved by the City Mariager, for all conditions requiring repair, replacement or modification as noted in the inspection, report. 4<i 96- 622 If Lessee refuses, neglects or fails to provide the above services, does not provide adequate services or fails to implement the approved remediation plan within thirty (30) days after written demand from Lessor, Lessor may tape corrective measures or cause the Property to be cleaned or repaired without waiving its right based upon any default of Lessee and without releasing Lessee from any obligations hereunder. Lessee shall pay Lessor, as additional Payments, the full cost of such work within thirty (30) days of receipt of an invoices indicating the cost of sucf'i corrective measures or cleanup. Failure to pay such invoice shall constitcte a default of this Lease as provided in Section 22.1 below. Notwithstanding the above, Lessee's failure to perform the corrective measures or cleanup to the Property as directed without the necessity of Lessor repairing the Property shall constitute a default of this Lease as provided in Section 22.1 below. Nothing herein shall imply that maintenance, repair and inspections should be performed by Lessee only at the suggested intervals. Lessee shall, at all times, be responsible for the condition of the Property and shall perforrh repairs required in a timely manner so as to prevent injury to persons and waste to property. ARTICLE XV11 INDEMNIFICATION AND INSURANCE 16.1 INDEMNIFICATION Losses shall indemnifij, protect, defend and hold har.,nless the Lessor, its officials and ernptoyees, 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, whether such clairn shall be made by an employee or invitee of Lessee, an employee of the Lessor, or by any third party, and whetter it relates to injury to persons (including death) or damage to property and whether it is alleged that the Lessor or its employees or officials were negligent. Lessee shall, at its own cast and expense, pay and satisfy all costs related to any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorneys' fees, expenses and liar "ties Incurred In and about the defense of any such claims and the investigation thereof. Leer shall further indemnify, defend, protect and hold Lessor harmless from and against any and all claims arising from any breach or default in performance of any obligation of Lessee's part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Lessee, its agents, contractors, employees and invitees end from and against all costs, .attorneys' fwjs, expenses and liability incuned in connection Wah such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Lessor by reason of any claim, Lessee upon notice from Lessor shall defend the same at Lessee's expense by cc�uiisel approved in writing by Lessor. Lessor reserves the right to defend itself. Lessee shall immediately notify Lessor, in writing, of any claim or action filed, of whatever nature, arising out of the use or operation of the Properly by Lessee, it. agents, contractors, employees or invitees. Lessee shall also immediately notify Lessor if Lessee knows or has reaion to believe a claim or action will be filed, of whatever nature, ai`ising out of the use it operation of the Property by Lessee, its agents, contractors, employees or invitees. 6.2 INSURANCE Lessee, at its sole cost and expense, small obtain and maintain in full force and affect at all times throughout the period of this Lease and„ through any periods of extensions, the following hisura►nce: (a) Commercial General Liability insurance on a comprehensive gene'i al 'liability coverage form, or its equivalent, including contractual liability, products and completed operations, personal injuri and promises and operations coverages against all claims, d6mands 46 9 — 622 or act#ores, bodily Injury, personal Injury, death or property damage occurring in the Property with such limits as may be reasonably requested by the Lessor from time to time but not less than $1,0,000 per occurrence combined single limit for bodily injury and property damage. The Lessor shall be named as Additional Insured on the policy or policies of insurance. (b) 'All Risk" property insurance against loss or damage by fire, windstorm, flood with such endorsement for extended coverage, vandalism, malicious mischief and special coverage, insuring 100% of the replacement cost of the Property and Improvements, including but not limited to, the buildings, docks, Lessee's alterations, improvements, fixtures, equipment, furniture and all other personal property in and about the Property. The Lessor shall be named as a Lass payee. (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 Lesser from time to time, but not less then $300,000 for bodily injury and property damage. The requirements of thRs 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 State law. The, Lessor reserves the right to amend the insurance requirements by the issuance of a notice in writing to Lessee. The Lessee shall provide any tither insurance or security reasonably required by the Lessor. The policy or policies of insurance required shall be so written that the policy or policies may rat be canceled or materially changed without thirty (30) days advance written notice to Lessor. Said ;notice should be delivered to the City of Miami, Division of Risk Management, 300 Biscayne Boulevard Way, Suite 328, Miami, Florida 33131 with copy to City of Miami, Office of Asset Management, PC Box 330708, Miami, Florida 33233-0708. 47 f96-- 622 f 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 Lessor at the commencement of the terra of this Lease 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 above shall be issued by companies authorized to do business under the lags of the State of Florida, with the following quaiifications as to management and financial strength: the company should be rated W as to management, and no less than class "fit" 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 Lessor or by any of its representatives which indicates waiver f the Lessee's obligation to fulfill the less coverage than requrr�;d does not constitute a was e a e L s g insurance requirements herein. in the event Lessee shall fai! to procure. and place such insurance, the Lessor may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Lessee to the Lessor 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 1, date of payment by the Lessor. Failure to pay such arnount within the time kame provided shall constitute a default of this Lease as provided in Section 22.1 below. Lessee's failure to procure insurance shall in no way release Lessee I'T= its obligations and responsibilities as provid,. herein. 16.3 DAMAGE OR LOSS TO LESSEE'S PROPERTY Lessor 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 crf the Lessee, ►r .Lessee's employees, agents, representative,,4; invitees, members, guests or of any other person in or about the Property caused by o,,.resulting from any peril whatsoever which may 48 96- 622 affect the Property, including, without limitation, fire, steam, electricity, gas, water, rain or theft which may leak or flog from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of this pipes, sprinklers, Ores, appliances, plumbing, air conditioning or lighting fixtures of the Prop", or from hurricane or any act of God or any act of negligence of any user of the facilities or occupantu of the Property or any Fmrson whomsoever, including Lessor, it!s 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. Lessor shall not be liable for any damages arising from any act or neglect of: (a) any other member, visitor or invitee of Lessee; or (b) any offlcer, employee, or agent of any such Lessee. ARTICLE XV11 DAMAGE AND DESTRUCTION 17A DESTRUCTION OF PROPERTY If during the Lease Tenn or any extension hereof, the Property shall be damaged by fire or other casualty, Lessee shall be responsible for filing the necessary claim Mh the: insurance company. upon receipt of the insurance proceeds, Lessee shall endorse such payment and furnish same, to the Lessor for deposit in Lessor's Deposit Refundable Account. Lessee shall within ninety (90) days of receipt of such insurance pror*eds, commence and continue to repair or replace the Property to substantially the same condition or better that existed pror to such fire or other casualty. It shall be the responsihiliky of the Lessee to ensure "cient proceeds are received to cover the cost of such repair or replacement.. The Lessee shall further be responsible for payment of any deductible, co -payment and/or any difference in the cost of the repair or replacement and Insurance proceeds received. In the event insurance proceeds, oo-payment and deductible are inadequate to complete the repairs or replacement, Less" shall wWtn ninety (90) days after the date of such damage provide written notice to Lessor of its option to 49 96 - 622 either repair or replace at Lessee's sole cost and expense, in which case this Lease shall remain in full force and cftd, or not repair or replace, in which event the Lease shall terminate as of the date of such notirx tag Lessor. It Lessee elects to repair or replace, Lessee shall commence and diligently pursue to completion the reparation or replacement within thirty (30) days of said damage occurring. If Lessee terminates this Lease, all insurance proceeds payable shall thereupon be paid directly to, and retained solely by Lessor. in the event the repairs or replacement are performed at a cost which is less than :he insurance proceeds available, the Lessee shall receive such excess funds. Lessor shall not be liable for any inconvenience or annoyance to Lessee or injury to Lessee's operations resulting in any way from such casualty damage or repair thereof. Upon any termination of this Lease under any of the 'provisions of this Article XII, Lessee and Lessor shall each be released thereby from any 'Further obligations hereunder accruing after the effective date of such termination, except that such release shall not apply to arty sums then accrued or due, or to Lessee's obligations regarding Surrender of the Property and Hazardous Mate6als, and at such time the remaining balance of the Security Deposit, less any sums Lessor is entitled to deduct, shall be returned to Lessee. In the event of any repair or replacement as provided in this Section, Lessee's Monthly (tent shall be equitably abated proportionately based upon the degree to which Lessee's use of the Property is impaired commencing from the date of such damage or ctastruction and continuing during the period of such repair or replae*meat. Notwithstanding the foregoing, there shall be no abatement whatsoever if dither (i) the carnage is due to the act, omission, fault or neglect of Lessee or ots employee, agents, representatives or invitees, or (ii) if the use and enjoyment of the Property is not affected for more then five (5) calendar days of operation. Lessee understands that Lessor will not carry insurance of any Wind on the Property or improvements thereon, or on Lessee's furniture, fuiriishhings or on any fixtures or equipment, Wit► 96_. 622 yak �F�1 inventory or other personal items under the provisions of this Lease, that Lessor shall not be obligated to repair any damage thereto or replace the same and that Lesesoe shall not be entitled to any compensation from Lessor for loss of the same or for, loss of the use of, the whole or any part of the Property, or any inconvenience, intern.sption or annoyance occasioned to Lessee or its operations by such damage, repair or replacement. ARTICLE XWIII EMINENT DOMAIN EMINENT DORAIN (a) Perm�snent 't'askin2 If the whole or portion of the Property is taken under power of eminent domain or sold, transferred or ,conveyed in lieu thereof, and such taking affects the primary purpose of this Lease as outlined in Section 5.1 here -of, either Lessor or Lessee shall have the eight to terminate this Lease as of the earlier of the date of vesting of title or the. date possession is taken by the condemning authority; such right shall be exercised by the giving of written notice to the other party on or before slid date. Lessor shall receive the entire award which may to made in such taking or condemnation and Lessee hereby assigns to Lessor any and all rights of Lessee now or hereafter arising in or to the same whether or not attributable to the value of the unexplored portion of this Lease. Provided, however, that Lessor shall pay Lessee the unamortized cost of the improvements undertaken by Lessee upon the Property in accorda6ce with Article IV hereof. The amortization period herein referenced shall be based ,on a straight line mothod.using a ten year term commencing the Effective Dace. Rie max6mum amount to be amortized shah be three hundred thousand dollars and 00/100 ($300,000). Said amount to be based on actual receipts and copies of payments submitted in accordance with Section 11.1. Nothing contained herein shall be deemed to give Lessor any interest in or to require Lessee to assign to lessor any :award made to Lessee for Lessee's moving expenses or the taking of the 51 96- 622 unamortized value or undepseciated value of Lessee's personal property. In the event this Lease is not terminated by Lessor or Lessee as provided above, or if such taking, or sale, transfer or conveyance in lieu thereof, does not affect the primary purpose of this Lease, then this Lease shalt automatically terminate as to the portion of the Property so taken as of the earlier of the date of vesting of title or the date possession is taken by the commencing authority. The parties further agree to review the affects of such taking upon the primary purpose of this Lease and to make adjustments to the Monthly Rent as may be necessary. if any part of the Property is taken and if such pert affects Lessor or Lessee's ability to perform any covenant contained in this Lease, then the respective party shall upon such taking be relieved of such covenant. Lessee hereby waives any and all rights it might otheWse have to terminate this Lease or to any condemnation proceedings under any statutes, i,aws, or ordinances in this State of Florida., (b) Temporary Taking in the event of temporary taking of all or any portion of the Property for a period of thirty (30) days or less, then this Lease shall not terminate but the Monthly Rent shall be abated for the period of such taking in proportion to the ratio to that of the remaining square feet of the Property. Lessor shall be entitled to receive the entire award made in connection with any such temporary taking. ARTICLE XIX ASSIGNMENTS AND SUBLETTING 19.1 ASSICaWENT AND SUBLETTiNG OF PROPERTY Lessoo shalt not, At any timce during the term of this Lease, assign, n+ortgage, pktdge or otherwise encumber this Lease, the term or estate hereby granted, or any interest hereunder, or, sublease or offer or advertise for subleasing the Property or any portion thereof. 52 96- 62 Except, as provided herein and for Events which are lose then seven (7) calendar days in duration, including setup and dismantling time, if required, Less" shell not, at any time during the term of this Lease, enter into any license, concession or permit agreement with rest to the Property or any portion thereof, nor permit any third party or parties othar than Lessee, its authorized agents, representatives and employees, to occupy or, use the Property or any portiort thereof (hereinafter individually and collectively referred to as a °Transfer'"). Any such attempted or purported Transfer shall be void and of no forces or effect, shall not Confer any Interest or estate in the purported Transferee, and shall result in forfeiture of Lemsee's rights under this Lease. 19.2 EVENT OF BANKRUPTCY If Lessee become bankrupt or insolvent, or if Lessee takes or has taken against it in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee's property, or Lessee makes an assignment for the benefit of creditors, or petitions for or anters into an arrangement with creditors, then in any such event, at the option of the Lessor, this Lease shall terminate and Lessor, in addition to any other rights or remedies it may have, shall have the imrmediate right. of reentry and may remove all persons and property from the Property and such property may be removed and stoned in a public warehouse or dlsewhers at the wsi of, and for the account of Lessee, all without service of notice or resort to legal process and without being deemed g►.rilty of trespass or t4coming liable for any loss or Oarnage which may be occasioned thereby. ARTICLE XX This Article intentionally left blank 53 96- 622 ARTICLE YA1 S143NAGiE 21.1 SIGNS Except as provided herein, Lessee shall not permit any signs or advertising Matter to be placed on any poi#ion of the Property except with prior written approvel of the City Manager, which approval may be withheld, for any or no reason whatsoever, at his sole diction. it is acknowledged that certain Olympic and regatta sponsors and capital improvement contributors will be entitled to recognition of their participation in visual form on the premises. ,Approval for signs, plaques or other materials in recognition of this participation shall not be unreasonably withheld. Stich signs, plaques or other materials in recognition shall be subject to applicable restrictions by City Code or zoning. Lessee must further obtain approval from all governmental authorities having Jurisdiction, and must damply with all applicable requirements set forth in the City of Miami code .' and Zoning Ordinance. Upon the expiration or earner termination of this Lease, for any reason, Lessee shall, at its sole cost and expense; remove and dispose of all signs and banners located on the Property. ARTICLE XXIi DEFAULT PROViSIONS 221 DEFAULT In the event that during or after the Term, or extension thereto, Lessee fails to perfoffn any of tho covenants, provisions, obligations or agreements contained in thin Lease svift thirty (30) days after receipt of written notice. from the Lessor of such refusal or neglect, unless such defauk cannot to cured within thirty (30) days and Lessee within said thirty (30) A 77 days shall have oommenced and thereafter shall have continued diligently to prosecute all aotiohs necessary to cure such default, Lessee shall be in default ("Default!) hereunder and Lessor shall have the option to terminate this Lease and all of Lessee's rights hereunder. In the event of such termination, the Lessor shall have the right to seek any damages sustained by it by reason of Lessee's actions or inactions and the resulting termination of this Lease. Upon termination of the Lease, Lessee shall immediately cease all operations at the Property and surrender the Property in accordance with the provisions contained herein. 22.2 REPEATED DEFAULTS If more than twice during any twelve (12) month period during the terrni of this Lease, Lessee fails to satisfy or comply with the some or substantially the same requirements or provisions under this Lease, including the non-payment when due of rent of any kind or nature, then at Lessors election, Lessee shall not have any right to cure such repeated failure to satisfy or comply, the terms and conditions of the section of this Lease entitied, "DEFAULT°', notwithstanding, unless such repeated default arises from acts of God or results from causes or conditions not attributable, directly or indirectly, to Lessee, its employees, agents, invitees, or others within Lessee's control. In the event of Lesson's election not to allow a cure of a repeated failure to satisfy or comply, Lessor shall have all of the rights for an uncured Default provided for in the section of this Lease entitled "DEFAULT"'. 22.3 LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT, If Lessee fails to make any payment to any third party or do any act required to be made or done by Lessee, then Lessor may, but shall not be required to, make payment to such third party or perform such act at the sole cost and expense of Lessen. Lessee shall pay Lessor, as Additional Payrnent due hereunder, upon receipt of a written invoice of costs from Lessor, Lessor's expenses in making such payment or in performing such obligations together with interest thereon at a rate equal to the prime interest rate, compounded daily, (or such other 55 96 - 622 rate as specified as the general interest rate on obligations in Floddn by Chapter 687, Florida Statutes), whichever Is higher, accruing from the date Lessor Incurs such expenses until Less makes such payment to Lessor. The making of such payment or the doing of such act by Lessor snail not operate to cure Lessee's Default, nor shall it prevent lessor from the pursuit of any remedy to which Lessor would otherwise be entitled. ARTICLE XXIII LESSOR'S RIGHT TO TERMINATE 23.1 In the event the Agreements expire, or are terminated, as a result of a default by Lessee, the Lessor reserves the right to cancel this Lease. In the event Lessor exercises this right to cancel this Lease, Lessor shall provide Lessee with thirty (30) days written notice of such cancellation and both parties shall be released from all further obligations hereunder. 4: ARTICLE XXIV ` NOTICES 24.1 NOTICE`' Ail notices or other communications which shall or may be given pursuant to this Lease . 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 of the day on which personally served, or if by certified snail, on the fifth day after teeing pasted or the data of actual receipt, whichever is earlier. l NOTICE TO LESSOR: NOTICE TO LESSEE: City of Miami U.S. Sailing Center City Manager Part American Drive Miami, FL 33133 56 96 622 AL. - WITH COPY TO: WITH COPY TO:. City, of Miami U.S. Sailing Association, Inc Office of Asset Management 444 SW 2 Avenue, Suite 325 Miami, FL 33130 AND COPS' TO: U.S. Olympic Committee ARTICLE XXV MISCELLANEOUS PROVISIONS 25.1 INGRESS AND EGRESS Subject to rules and regulations, statutes and ordinances and terms of this Lease governing the use of the Property, Lessee, his agents, representatives, employees, visitors and invitees shall have ingress and egress to and from the Property by paved asphalt roadway. 25.2 SUCCESSORS AND ASSIGNS This Lease shall be binding upon the parties herein, their heirs, executors, legal topresentartives, successors and assigns. 25.3 SURRENDER OF PROPERTY Upon the expiration or, earlier termination of this Lease by lapse of time or otherwise, Lessee shall promptly and peacefully surrender and deliver possession of the Property to Lessor in accordance with the covenants herein contained. " 25,4 AMENDMENTS Lessor and Lessee by mutual agreement, shall have the right but notthe obligation 'to amend this Lease. Su;h amendments roust be approved by the City Manager and shall be affoctsve only when signed by Lessor and Lessee and shall be incorporated as a part of this Lease_ 26.6 AWARD OF AGREEMENT Lessee waiYants that it has not employed or retained any person employed by Lessor to solicit or secure this Lease and that it hat not oftred to pay, paid, or agreed to pay any person employed by Lessor any face, commission, percentage, brokerage fee, or gift of any kind conf agent upon or insulting from the award of this Lease. 25.6 CONFLICT 4F INTEREST" Lee%ee- is aware of the conflict of Interest laws of the City of Miami as sat foi th in Articte 5, Conflicts of Interest, of Chapter, 2 of the Code of the City of Miami Florida, as amended, and agrees that is will fully comply in all respects with the terms thereof. 25.7 CONSTRUCTION OF AGREEMENT This Lease shall be constr:ied and enforced according to the laws of the State of Florida. ?6.8 COURT COSTS AND ATTORNEYS' FEES In the ' event that it becomes necessary for Lessor to institute legal proceedings to a3nforce the provisions of this Lease, Lessee shall pay Lessor's court costs and attorney(s)' flees. 216.9 WAIVER OF JURY TRIAL Lessee waives a trial by jury of any and all issues arising in any action or proceeding betw*en the parties hereto, or their successors or assigns, cinder or connected with this Lease, ,or any of itt provisions, the relationship of the parties, the Lessee's use or occupancy of the Propeity, Lessee's rights thereto, and/or any claim of injury or damage and any emergency Statutory or, any other statutory remedy; or otherwise. 26.10 SEVERABILiTY If any provision of the Lease, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of the Lease shall be construed as if s$ 96— 622 such invalid part were never included herein and the Lease shall be and remain valid and enle,rceable to the fullest extent permitted by law. 25.11 WAIVER No walver of any provision hereof shall be deemed to have been made unless such waiver, is In writing and signed by lessor or Lessee. The failure of either party to insist upon the strict performance of any of the provisions or conditions of this Lease shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same small continue and regain in full force and effect, 25.12 CAPTIONS The captions rzritained in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope of this Lease or the intent of any provisions thereof. 25.13 RADON Radon is a naturally occurring radioactive gas that, when it has a ce umulated in a building in sulficient 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 jnformation regarding Radon and Radon testing may be obtained from your county public health unit. 25.14 NO RECORDATION Lessee shall not record this Lease without the prior wrMen consent of Lessor. However, Lessor'may require that this Lease be recorded or a "Short Form" memorandum of this Lease be executed by both parties and recorded. 25.15 DUPLICATE ORIGINALS This Lease may be executed in any number of copies, each of which shall constitute an original of this Lease. The warranties., representations, agreerxients and undertakings shall 59 96- not be deemed to have been made for the benefit of any person or entity, other than the patties hereto. ARTICLE XXVI HOLDING OVER 261 HOLDING OVER Lessee shall vacate the Propeitcy upon the expiration or earlier termination of this Lease. Lessee shrill reimburse Lessor for and indemnify Lessor against all damages incurred by Lessor from, ,any delay by Lessee in vacating the Property. If Lessee remains in possession of all'cr any part of the Property after the expiration of the Tenn or Additional Term, as the case may be, with or without the express or implied consent of Lessor, such tenancy shaii be, from mo�ntn to -month only and not a renewal hereof or an extension for any €urther term, and in such case, the Monthly Rent then in effect shall be increased by fifty percent (50%) and other monetary sutras due hereunder shall be payable in the amount and the tim+ specified in the Lease, and such month -to --month tenancy shall be subject to every other term, covenant and agreement contained herein, except that the month -to -month tenancy wi!1 be terminable on thirty (30) days notice given at any tirne by either party. ARTICLE XSVtt QUIET ENJOYMENT 27.1 QUIET ENJOYMENT T Lessor covenants and agrees that so long as no default exists in the performance of Lessee's covenants and agreements contained herein, Lessee may peaceably and quietly hold and enjoy the (Property and all part thereof for that portion of the Lease Tenn, fr" from eviction or disturbance by Lessor or any person claiming under, by or through Lessor. 60 96- 622 i� ARTICLE XXVIII AFFIRMATIVE ACTION 28.1 AFFIRMATIVE- AC*nON Lessee shall have in place an Affirmative Action/Equal EmploymentOpportunity Policy and shall institute a plan fords achievement which will require that action be taken to ;ftvida equal opportunity in hieing and promoting for women, minorities, individuals vAth disabilities, and veterans. each plan vAll 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 policcyiplan, Lessee shall submit a Statement of Assurance indicating that their business is in cxm;:i4iance w th all relevant Civil Rights laws and regulations. 28.2 N ,_NDiSCRIMINATION Lessee agrees that there will be no discrimination against any person based upon rate, religion, color, sex, army, age, national origin, mental or physical handicap, in the use of the Rrup rty and improvements thereof. It is expressly understood that upon a determination by a court: of competent jurisdiction that discrimination has occurred and said discriminatory conduct is not immediateoy remedied, or upon a second determination by a court of competent jurisdiction that discrimination has occurred, Lessor shall have the right to terminate this Lease. ARTICLE XXMX MINORITY PROCUREMENT 29.1 fAINORITYOWOMEN BUSINESS UTILIZATION Lie shall make every good faith effort to purchaselcontract fitly -one (51 %) of its annual goods and services requirements from Hispanic, Black and Women iausine siprofessionals registeredfoertified with the City of Miami's Office a of Minority/Women Business Affa lm. Such lists will be made available to Lessee at the time of the signing of the 61 6— 622 ARTICLE XXVIII AFFIRMATIVE ACTION 28.1 AFFIRMATIVE- AC*nON Lessee shall have in place an Affirmative Action/Equal EmploymentOpportunity Policy and shall institute a plan fords achievement which will require that action be taken to ;ftvida equal opportunity in hieing and promoting for women, minorities, individuals vAth disabilities, and veterans. each plan vAll 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 policcyiplan, Lessee shall submit a Statement of Assurance indicating that their business is in cxm;:i4iance w th all relevant Civil Rights laws and regulations. 28.2 N ,_NDiSCRIMINATION Lessee agrees that there will be no discrimination against any person based upon rate, religion, color, sex, army, age, national origin, mental or physical handicap, in the use of the Rrup rty and improvements thereof. It is expressly understood that upon a determination by a court: of competent jurisdiction that discrimination has occurred and said discriminatory conduct is not immediateoy remedied, or upon a second determination by a court of competent jurisdiction that discrimination has occurred, Lessor shall have the right to terminate this Lease. ARTICLE XXMX MINORITY PROCUREMENT 29.1 fAINORITYOWOMEN BUSINESS UTILIZATION Lie shall make every good faith effort to purchaselcontract fitly -one (51 %) of its annual goods and services requirements from Hispanic, Black and Women iausine siprofessionals registeredfoertified with the City of Miami's Office a of Minority/Women Business Affa lm. Such lists will be made available to Lessee at the time of the signing of the 61 6— 622 rase with the City of Miami and updates will be routinely provided by the City's woe of i. MinorI4,N lornen Business Affairs. ARTICLE XXX EWTRE AGREEMENT EN*nRE AGREEMENT nils Lease rapreewts ft total agreement between the parties. All other prior S agreements between the parties, either verbal or written, are supersWed by this Lease and are O*mf&e no longer valid. ,l, ,. IN WITNESS WHEREOF, the parties hereto have individually, through their proper officials, examded this Lease the day and year first herein move written. APPROVED AS TO FORM AND CORRECTNESS By: A. OuInn Jon , Ill City Attorney LESSOR THE CITY OF MIAMI, I 1 a municipal corporation ATTEST., of the State of Florida } Waltei* J. Foeman Cesar H. Odio City Clerk City Manager gTATE OF FLORIDA COUNTY OF DA8DE ) The foregoing instrument was acknowledged before me this � day of 186, 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 M0 or has produc*d as identification and who did (did not) talcs an oath., Note Public Signature nntNl ame of Notary� ....� Commission No. 63 96— 622 ATTEST Sy:_...�..�.� ,.�..... Pint Name & 'Titles LESSEE: UNITED STATES SAILING CENTER Sy:..._.�......_�_.. Print Nance & Title i . WITNESSES: a, 1 Witness Signature Print Name Witness Signastum :i Print Name 1. 13TATE OF FLORIDA } COUNTY OF DADE ) The foregoing instrument was acknowledged before me this day of gyp.„ 1996, by _ of the United States Sailing Center, a non-profit wrporation of the State of on behalf of the corporation. He/she Is personally known to me or has produced as identificati6n and who did (did not) take an oath., Notary Public; S ignatum r 1. Print Name of Notary C;oMmMion No. 04 96- 622 a ATTEST By, �...��......_. Print frame a Mitle VWI1NESSES: Witness Sighabire APPROVED AS FOR FORM AND CONTENT: UNITED STATES SAILING ASSOCIATION, INC. BY: Print Name & T& Title Print Name 11Witnesrp Signature Print Name STATE OF FLORIDA ) COUNTY OF JAPE ) The foregoing instrument was acknowledged before me this _ day of 1996, by of the United Stags Sailing Associetion, a non-profit corporation of the State of _ on behalf of the corporation. tie/she is personally known to me or has produced as identification and who did (did not) take an oath. Notary PuW!!ic Signature Print Name of Notary Commission No. ss 96-- 622 ATTEST By: APPROVED AS TO FORM AND CONTENT. UNITED STATES OLYMPIC COMMITTEE By: Print Name & Tftle Print Name vritie WITNESSES: Witness Signature Print Name Witness Signature Print Name STATE OF FLORIDA COUNTY'017 DADE The foregoing instrument was acknowledged before me this day of 1996, by of the United States Olympic Committee, a non-profit corporation of the State Of on behalf of the corporation. Helshe is personally known to me or produced as identification and who did (did not) take an oath. Notary Public Signature Pi - On Name of Notary Commission No, R 1A' Ek1iIBIT A PROPOSED LEGAL Dlff +t%ON OF-- S SAILING CENTER LEASE BOUFDAIS A: THE, SOUTH END OF DAVID KENNEDY PARK Coamenest at the Northeasterly Corner of Lot 14, Block 43 of NEU DISCAY'NlE VID as recorded in Plat Book IT' at Page 16 of the Puklic Records of Dade County, Florida; thence rtul South- easterly, along the Harthsastarly boundary of said Lot 14 for a distance o.ff320 feet to a point; thence at right anglits to the aforesaid ftrthsaitarly boundary line of said Lot 14 run 25 feet to a point, said point being the point of Beginning of the 61lowing described parcel pf land; thence continue in the salve direction a distance of 113feet; thence deflect to the right p000' run a distance: of 108 feet; thence deflect 900 to the left run a distances of 68 feet, more or less, to 'the Southeasterly bouadsry cf t-ot IS,Dlock 43 of said plat of NzW BTSCAYNE AMD (said boundary line also being the Ncrth- eastea}Ml.y line of Coral Reef Yacht Club Property); thence Southeasterly along the aforesaid boumdsrry lime: of Lot 15 a distanca of 262 feet, more or lass to the shore lute of an emisting Inlet fxam Biscayne Bay; thence continues along the aforaztld Southeasterly boundary line of Lot 15 for a distance Of 700 feet, score or less to the intersection with the fore;�er Dade Count? Bulkhead Lima as recorded in Plat Book 74 at Page 3 *ff the Public Records of Dade County: thence Northeasterly '. aiOn � ff said Bul,�hea,� Line a distance of 1-83. feet more or less ,to the i:Iterseection with the line 25 feet from as treasured at right angles to and parallel, with the Northeasterly boundary line of said i Lot �4: thence Northwesterly along said lice 2.5 feet from and parallel with the Northeasterly boundary line of said Lor 14 a distance of 400 feet more or lesas - tr the Point of Beginning said Et` pkv-rc4l cOutairing 77,542 Square: Fact more or less. Subje4t to a public and utility easement. (1) the Southeasta!rly 40 feat Of the aforesaid described property along the farmer Dade County Bulkhead Line. TfilS TibES JL iox & W-TCB TO BE SIIBSTT.TUTED BY SPA.i�11 STIitM i 96, 622 96, 622 Law0ffice0fMarkA.Kamilar TEL No, 305 374 5325 Aug 12.96 1S:11 P.04 EXHIM B AGREEMENT NOR DESIGNATION OF U.S. SAILING CENTeR, MIAMI AS A U.S. {?1. YMPIC '1'" NINO FACILITY FUMInt to its exclusive authority under 36 U.S. Code, Section 360, to a*ntrof the use or Olympic marks, s bols and wrMnologr in the Uniteel a d4m this will oonfitm the ssgrement (""Ags==V) between tshu* t`,Wted States Olympic Committee (" L'SOC"). One 01lrrrspic: PIM, Colomdo SpAr , Colorado SM9, and the United States Sailing COMM. Inc. C USSC") With respW to designation of'the U.S. Sailing Center located ttt 2476 So. ®ayshcsra D h*, Miami, FL (the "Cerritarr") as A U.S. Olympic Training Facility t tea 4))CA8=0ue") upon the f'bilowing tans and cvrnditiorts: 1. The Center has bw operating since 1996. The Canter will be dowed to utilb* the t ti&n Wk n the UtniW States Sailing Association, Inc. f"US SAILINe'$ d1e:P, MS to the LrSOC a SiSmW certification tMt the Center is operating to they satisw1ont ofUS SAILING, The term and conditions for US SAILING . cmlifiotfion are attached hereto as 1Etthibit A, US SAILING ccMca.tion will be deiivered to tins USOC no later than April 1,1996. 2. The D+eeigtn don will not be exclusive and will miry in effbct undi De canber 31, 2012, provided: (a) VW the Center, is makitaiPW and gated to the sa Wation Of the USOC and US SAILINO. (b) that tWs A.grwwAnt his not bm to ate d, Ind (c) subject to Mie w by the USOC prior to the corra nit cewnt ofa +i Quadmuium with the USOC�tavir>Ea, titer rip int to temtute tWs Agrwrmt inn its role discretion at sands time. USOC shall not require coonallimprovanents to the Omier under ;his angreerw. t unless finals ibr such im pxo-,mmemts are available to USK Al"d USSC shall Make reasortas'ble enflf-arts to raise such rich. The e iy;Wion can be renewed for addltiotml four year perlods upon wosent of the U60C. 3. Other 011ATI in the aignage and flags at the $line!, In torn:; size and content approved Wadvance by the OSW, USSC sht�l not use Olympic symbols, rnw*v or ternrtinalagy. Violation orthig provision shall resuk in ternnadofl of titis lq eM IM is USOV"s sole dism"ttion. 4. ftmp and ;flags at the site gearing the Designation stsall be p1wed at locations approved by tie kTSt:1C, and will be isalaW. ford all other slpage. No attity sW1I be allowed to Photomph, rdm or otherwiRe disseminate th-t Bali Cation in sure+ MUMef W;ft the UStPC rit8, consider to be e;ommercfal or cAher fur-tmofit explloitsfioN urdaq USOC agma in writing that mch etxcploltation is pvvatte d. Vio19d0tt OffW8 ptcwision aaball remit in taWaar#on of'this A,grmnten,, val promptly wnwAt to the sati ction of the USOC_ ZACR** 0 teas 96- 62 LawdfficeOfMarkA,Kamilar TEL No. 305 374 5325 Aug 12,96 15:12 P.05 S, 'the complete designation, "A U.S. aympic ,rraining Facility" shall be cued in every instance. For eacatnpte, the Center may not be refbrred to U "Olympic ly4i"ins Facility." d. USSC array propose to ibe USOC cotnmercW or fund-tai da$ une Of the ►a s6on. Any vich u&tge thall m quire tits ptior written &pprovW of the MOM, which approval may be withheld by the USCG in its "It►te discretion. 7. USSC small 1r4 mrdN, , defeW and hold harness USOC, US SAILING. and their hive dimlors, of'gc .+, employees, voluateers. ,sthl+etes, taa tors and assig3 ftnt and ttgaind each artd evay lou, cost, claim, obliptiort, damage, li.tbilityr, t a!M.Wnt, f3rtts, Panalty, cute of action, lien of expense, iWA&V but not litttitcd to rertsonable attomey►'s ffts or other remnable litigation tense which rewlts from ands visas out of of is attributable. to any W of dmiWOR, whether n4igent or offierwise, ar,wel or alfted, of the Center, ita directors, offloM employm, vuluntersra, coatractoM vendors, wants or roornmenta&es, .in oonnwlort with this Agn:erttent. The Comer sprsli carry. or cause to be c4rried on its belu►if, Ins►tranm coveme in thrrtta and units and with insumnee companies satisfactory to USOC. Such cove shall include commercW gtaetal liability insurance, with the USOC designated a9 an "Additional InsctrcC'; mW Workers Cornpenution Insurance with fitttpts and coyea*W as racpfired by Flodds statutes. The general liability inmmce shied be endorsed to int lude a nwabRity +of'Weresis (croas-IiRbDitY) Olvi", told to include a provision requking not less than 30 bays' written notice to the L►SOC: of"canceliatlor►, tern ination or material change aif'scting this agr ees. The der abdi provide cetiif►ca+te(s) of instjm= demonsintirtg the requited caves and conditions, including a copy of the respective ertdorsarrumW above, to the USCIC:'s iliac Mattager. 8. 111te USOC slw0 not be Elable rot any expenses of the Center.If the Cwt r Ms to et m. Its tuns in a timely manner, the USOC may require renovai of the Deftwien ftorn all sip ap and materials on which it has Imo. plwAd. 9. USOC may terminate this Agreement cm sixty (60) days' written notice to USSC it USSC (1) fails, wltWn 60 daya, after notices to core where cura+ is possible, to cc►tpjr wkh or adhere to PM applicab)+e provision of this ,,Agre'eardeni, or (2) loseg its [ITS SAILING certification as a training and Competition facility. to. The respealve pies to this Agreement aW to rirhibit A are reapansiWe for tWr own actions, and are not the agents of any of the otium, 11. '!'hire A.gEtement attd the Daigaaadon are wle'ly Intended for ft use LM benefit of the USSC, US SAILING, W the USOC, .and no other rights, bcsnfits, Or stsudittg am dated in or fir any third person or entity here ender. i:il7t�eY�aFArt 4.da: 96— 622 I LawOffice0fMarkA.Kamllar TEL No. 305 374 5325 Aug 12.96 15:13 P.06 12. Amendments to this AgremW shaUniquire the written content of the USOC and the USSC. ACCEPTHD ANDAGPEM: U.S, SALU140 CENTlik INC, UNATEV Sl'KrSS OLYWIC (USSO COMMITME (.LISOQI iirk Kamilar 'd Ud Alta Tftiv, -tor dent 96- 622 Law0f f i c eQf Mar k A .1<am 1 1 ar TEL No. 0 305 374 5325 Aug 12,96 15:13 p.07 d U , Tt31 #f.S AND CONDITIONS FOR CERTIFICATION �f a Of TIM VS. SA�I�i.lii��C[tyCBN'rRR (the -C �e(TE R"1 i��,�r -��y� l `Y� ,��4V.M�{�.+R�7�Q � ld'Jl�b -ib.. ;1 cm idA�!�o�..ii In of to be designated a "A U.S. OLYMPIC TRAlNdNG FACIl.wl T'r', the t1SOC tequim that US SAILING, the Nationii Ouvanifig Body fbr the Vort of 'ding in the Uniw %tK ceW9y that thm USSC gild its Cm*W mm all of the terra snd conditiosu ftmsM to con" mWontt+' W lntemati.mmd kvet tmlAns and compAition pmSrams as fblloww, II. US= th&U opage the Center for purposes ofcompWtions and training can a year-round bash au'd in. it mp&Wve owner to ptvvide a world class wwWmmt for traWng and for oompatition awrturdfies far elite sailing Mhletts. 2. 'II'tie Center timid possess: A. Acom to a body of water sufficient to support rnuWple racing eymis of an lntet vnal caber. b. Suiiicitat space and stoiVm for pamnnel hnd vem6ss dcWcm9W by US SAJUNG €or trairing, ctimcs, and compethion, which space tdW not bo leis; ti n 12.0W sgnaere fftt dram Jsnu ry mW F m ny of each year. Dry $Wrap "c a fm veueW and egripsraeertslobs, as soon as capital can be rWsW, be paved and separately acid smir ly fewed. Tim agreed plan for stomp ofvmws md equipment is ettatclted as Eravisit A. C. AdeopMe ramp and hoist mem for Olympic am! intematiotaal clash of ire. d. ,Ad"We acmalbRity for pmons with disabilities in complimm whh the Amrimjs, with ,!M ilitim Act throughout the Center. a. ice Ae t es and office equipmcatt sufficient to support US SAU.IF 0 pemmel and me hes durino plc tra Mag and competitlora pedodls. 3. The Center stash be run and ,a6aitdstered ins pmfeWond Band vorlwdat mariner. Ws shaili its mk at, lem one Nil -time nmagesr of tfte Cater (at no oust to US SAILING), whm r+eWasibiiities sluff incA do bud"bg clay-toAay oppro0orta of the ctmez. 4. vS SAILING sbW have =lt %v use ofthe arm am rmth in Exhibit B, +and Primary use of one Dist, one ramp, and one half orthe adafmaistrative affice Spam 96— $22 V Law0ff tce0fMarkA.Kami 1.ar TEL Ne, 305 374 5325 Aug 12 , 96 15 : 13 P.08 duffing ail aMmuary and February oreach year fbr elite Leval Olympic rralnin,g. For the patiod March through December oaolt year, 'when Wleduled at lust thirty (30) days in advance, US SAILING shall hove the exclusive use of so much of the etas area and pritnwN use, of the carte launeWng facilities as it may require, and at kart orte office and ret fie adMinistraive sp oe. USSCA egad US SAILING will opmte in their use of the ramps &W 110iats to allWW ISUM11ing andhaunting, of bolts invoiYW is tt . ing or clirJm those which Ray atotW at the Ca Mer yev round, acsi non-Ol rle inl:&=Nonad C195M which deaite to use to Center's ficilities to konch and tMul for prev oudv 80hWed US SAIL.INQ taaiimtarledges that the Wcc cuff dy available at the Canter is insAffident to woommodate the current time of the W ity tmd the apace. required by US SAILING. US SAILINGIg comnnitttmtt to m tT3catsar, is subject to the City of MAW 88redng to provide to the USSC the apace set forth in Exhibit Tj. S. US SAILING will cooperate whit USSC to musft funds fort IWI improvements w hich my be raquite4 for the :use of the WoMty, arad will root .Mquire tl±tut capiW improvammu be =de to the space devoted to 3 9S SAILING aotivit►es unless adequate ciapitid has been raised. USSC shred tM tM fk* tip wb Wool for the purpose ayL f�wing and pwvbg the space dedicated to US SAILING use. 6. Amy no pmts ftm, televised and/or oponsored events couductted ut assasaation with the Center OWI be shared amrduag to an agrOMent to be ee<t bW be&M +teat r4nt. All Gly ric theta are the prop" of the USOC, Wd if hdd ut the Caner, wit, mquir+e separate agreett s be wen US SAILING and USSC, arsd 'US SAILING aW USt: C, 7. US SAIL IN(i will delegute it liaison to the Center to atxange for IcMdulb g dlta %vk "fimtion cifevtmts, and other acWties mquift n01tul ewPeratioo with US SAILING. S, to April each yrur, repratentatives of US SAILING v li review whachM' tlae Center c*Winm to mW the sweds of US SAILING and elite tmining for US athlctM atad US SAILINd stall, at of der that meek. MMUlI cste to ttte USSG sty &Mrl*?W terms aoaf colWitiorts which it requires for the Center to +s ontitute to nVet thm "eds. 9. USSC *ill comply with such other tetra and condidonst as MY be Muir0dd froax time to time by USM atad/atr US SAIL.I140. 10. US SAILING w0fcation will continue sinless USSC (1) thilt, Mthitt 60 days air rtofte to saute inhere Wre is possibte, to w nipty with or Whom to any applia64e team or condition raluired by 1JS0C or US SAILING. cnr (2) faits to comply with 96— 622 � --u- - -- LawGff►GeOSMarkA.Kamiiar TEL. No. 305 374 5325 AL19 12,96 15:14 P.09 at, adbm to vW ptovigon of We Fachibit or the Agmem at; or (3) is un" within • muomWe lima to mast tM needs oemmunicated by US SAILING. Ai,7Ci63 ED AND AGREM U.S. SAMJNQ CENTM INC. UNITED STMUS SAtiMINO ASKOATION, INC. AlEp LawOfflceOfMarkA.Kamilar TEL No. 305 374 5325 Aug 12.96 I5:15 10 M� � i ii 622 rl 11 " CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO,. The Honorable Mayor and Members FILE: of the City Commission SUBJECT. Proposed tease Agreement with US Sailing Center FROM REFERENCES . Cesar R, Odlo City Manager ENCLOSURES. RECOM9MENDATkON: It is respectfully requested that the City Commission adopt the attached Resolution authorizing the City Manager to enter into a lease agreement, in substantially the attached form, with the US Sailing Center ("USSC" or "Lessee"), and is approved as to form and content by the US Sailing Association, Inc. (US Sailing") and US Olympic Committee ("USOC"), for use of approximately 118 8 acres locate=o within Gravid Kennedy Park, as more paarticu" described herein, for the purpose of providing a venue for the support and training of local alvtd international sailing and supporting uses; said lease agreement to be: (1) for a period of fifteen (15) years; (2) at a monthly fee of $540.00; (3) providing for Community Services; and (4), w►Ph all terms and conditions as set forth in the lease agreement. BACKGROUND., The Office of Asset Management has prepared the attached Resolution for consideration by the Commission. The USSC has been operating a sailing, center primarily training Olympic hopefuls within David Kennedy park since 1986. At present, the USOC has agreed to designate the USSC as a USC1 TF subject to certain terms and conditions. One of the conditions is that US Sailing, that National Ooveming Body for the sport of sailing in the united States, mast certify that the USSC and its ureter meet all of the terms and conditions necessary to conduct national and internstionaai level training and competition programs. The City believers that the official designation of the center as a USOTF will add to the prestige of the facility and help attract sailors to site. Highlights of the lease are as follows: Term: 15 years to commence upon execution of the lease by the City. &1C Options: One 5-yr option subject to mutual consent of the parties 96- 62 AC G u Required Operating Hours, Sunday through Saturday, g AM to 5 PM Ialitlel Rent: $540,00 per month (subject to CFI escalations) Security Deposit: $2,500 Community Servie;es, Lessee shell provide the following Community Services, a) Provide during the months of June through August or such other months as may be mutually agreed to by the City and Lessee, office and storage space on the Property for operation of the City's sailing programs; b) Notwithstanding (a) above, during the months in which the City is not operating its sailing, programs, Lessee shall provide boat storage space for the City's vesssis utilized in its sailing ,programs; c) At least 6 days per Lease "Fear, some of w hi(,-.h may be on a Saturday or Sunday, Lessee' shall provide ,recreational and educational activities with priority to inner city childre'i`i of Miami. A list of participants shall be provided by the Parks Department and shall be limited to 30 participants on any given day unless a greater number is agrees to by Lessee. Lessee shall provide or cause to provide transportation to and from the Property, if necessary, for the children participating in these recreational activities. At least two of these activities shall be boating excurior,a which shall occur Within the months of June, July and/or August. The City may, but shall be under °r no obligation, to provide transportation at the sole cost of Lessee, Rich cost shall not exceed $200/day ("Transportatlon Fee") For each month or portion thereof, In which Lessee flails to provide any of the above community services, in whole or in pairt, or fails to provide the required notice In the event of cancellation, Lessee shall be in default of this Lease and shall pay to Lessor as an additional payment the amount of $1,000 CC:ornmunity Service Fed"). the payment of this fee shall not operate to scare Lessee's default nor shall it prevent the City from pursuit of any remedy to which it may otherwise be ant tied. In the event the City no longer requires the services in "A" or "b" above, the City shall notify Lessee, and the City Manager and Losses shall identify reasonable alternative community services. If the City Manager and Lessee are unable to identify alternative community services writliln 30 days of notice to Lessee, then Les w shall pay to the City as additional payment an amount equal to one -fifth of the Community Servim, Fee ti` en in effect for each so. -Vice no longer provided. 96-V 622 l CPI Adjustments: The Monthly Bent, the Community Service Fee and Transportation Fee shall each be adjusted at the beginning of each lease year by any incrvass In the Consumer Price Index, Improvements: Parking: Utilities:Maintenance: K3 9s- R29 , , (c) Vermin control as necessary, but no less than once every sixty (60) dlaye; (d) Periodic maintenerm and cleaning of kitchen and exhaust equipment, and greass traps or grease Inoeptors, If applicable, (a) Painting of Interior and exterior of buildings inciuding caulking of all window -end door frames, painting of signs, If applicable, and restriping of parking lot can Propodq# es necessary, but no less than once every four years; (f) Reseal all wood docks and decks as necessary, but no lass then once every two years; (g) Employ a qualified property Inspector perfonn a physical Inspection of the Property Including all structural components and mechanical equipment as part of a preventive maintenance program and snail submit an inspection report to Lessor of conditions' found. Such physical Inspection shall be performed on the first anniversary of the Lease Term following occupancy of the Improvements and biennially thereafter. Within sixty (60) days of completing said inspection, Lessee shall submit a rernediation plan to Lessor, to be approved by the City ?Manager, for all conditions requiring repair, replacement or. modification as noted in the inspection report. If Lessee refuses, neglects or fails to provide the above services, does riot provide adequate., services, or rails to Implement the approved remediati+on plan within 30 days after written demand from Lessor, Lessor may take corrective measures or Krause the Property to be cleanod or repaired Without waiving its right based upon any default of Lessee and without releasing Lessee from any obligations hereunder: Lessee shall pay Lessor, as Additional Payments, thL� full cost of such work within thirty (30) clays of receipt of an invoice indicating the cost of such corrective measures or d ea..nup. Failure to pay such invoice shall constitute a' default of this Lease. Notwithstanding the above, Lessee's failure to perform the corrective measures or cleanup to the Property as directed without the, necessity of Lessor repairing the Property shall constitute a default of'this Lease. Nothing herein shall Imply that maintenan; e, repair and inspedions should be performed by lessee only a: the suggested Intervals. Lessee shall, at all times, be responsible for the condition of the Property and shall perform, repairs required in a timely rnannier so as to prevent ;njury to persons and waste to property. Lessee shall pay. Except as provided, Lessee shall not permit any signs or advertieiog matter to be placed can the Property except with the prior written approval of the City Manager. 4 96-• 622 Lessee roust further obtain approval from all governmental authorities having jurisdiction and must comply with all applicable requirements set forth in the City Code and Zoning Ordinance. Upon expiration or termination of the lease, lessee shall, at its soAe cost, remove and dispose of all signs and bay mer located on the Property. Lassoes Fight to Terminate: In the event the agreements between USOC and US Sailing and USSC are terminated as a result of default by lessee, the Lessor reserves the right to cancel this lease. Termination For Cause: If lessee violates any of the restrictions and conditions of this agreement, then, after 30 days written notice to Lessee within which to cease such violation, and upon failure of lessee to do so after such wriden notice, Lessor shall have the option to terminate the Lease and all of Lessee'e rights hereunder. lessor may also seek any damages sustained by it by reason of lessee's actions or inactions. x.: IS 5 96 - 622 j ' BY CfX►I f'i. k% REV.' ASSJET W. jM 4 - 9 6 -1 l ' 13AM C i Ty of M i M i - C i TY MANAGER ' 5 OFF, 4 ' 11 U1 I Y (IF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM , Tn The Nomrabls Mayor and Members of the City Commission a=mm RlrCOMDATION: t4tOUMT Promad Lome AQ(r mem vWth US SsAlfing Center a __ tt 14 respeafty requested that the City Commission adopt the, aftdmd RewlWvri atsth=ng the City Manager to or*w "o a less sgrq*ment, in tubstentlelly the attadad fora, with the US SW169 Center SSi:" or "Le ). and is spprwod as to farm and cxlrttent by the US SvOing Assodeftm inc. ('US Sailing") and US Olympic Committee (NUS00"), fbr use of app wimatelyr 1.78 *;rev loneW wfthin Dowid Kennedy Park, as mom par ticuladyy described herein, for the purpose of pirovIdIng a venue for " support and training of kcal xW ietemaitional "fing and wipport!ng uses; said lease agreement to be: (1 ) far a period of fifteen(16) years, (2) at a mojithly fbeof 0.00; (3) provld�g for ronatnxldon of imprownients at t..assee's sole cost,, (4) pmvidit, si ft option of tho City, for canaftzlion of a< dWom l peftig at L*aaw% sole cam (5). pravk*V Community Swvic w and (6) with all terms and conditions so act forth in the BAtsi1 G RiDUND: Tho Office of AsW Manegernent has prepared the attached i rohdion for considera> Lion by the Commission. The USSC has Merl opesiting a salting center primar9y twirling Olympic hoprafs sts to rt ,£1►a' Kerww4y park air4a 19W. Al"present, the U800 has agreed to designate the U5OC, as a USOTP subje t to certain terms and cx Mitians. One of the condrdontis thiat US Say in% fhe Nalon at' Ong Body for 'tlw sport of sailing In the United States, must wrtify that the US&C and its owter meet ali of the terra arrd canditiorss n*cemwry to conduct naatloft WA iifrrfa kwW lovel training and competition programs. Ths City:bskovels that the official designation of the eerier as a USO'TF will sM to the proms col the facility and hlp attract sailors fo Site. klt;lhlighlw of ft low we as folic: Team: 15 years to cammonce upon exascion of the lone by ttax City, J 96- 622 E , I. �ENI' 8Y'CW PUN REWASSU %4: 9- 4-96 :11:14AN CITY OF MAW- CITY MANAGER'S OFF. :9 511 Options: One b-yr option subject to mutual consent of the parties Rs�ularcd Openat6ng ate: Sunday thresh Saturday, 9 AM to 5 PM tr i tint; SM.00 pet twnth (subject to CPl esc alldonrs) 1 Alt. $2.5W ' Ctsrttrrnfty Smiaw Laat►m Wag prowida the folloWng Com►rmunity# rdr„es: o) Pmvide during first months of June throWh ALQuet or such oftr j months to " by mut u ly Ag\rrsed to by the City and Lest, afte w4 stogy space on the Property for gwration of ft. C4's *aft Programs; , b) WWAhstanding (a) aboa, during the months in which ft,City ia not opwtts sating prognm. Lessee sasltsll proves talistox"s spy for the City's vessels utilized In its saaittrg prograrnrs; a) At t 6 days pwrr Lie" Year, =no & ftlOi'r;tay be on a OMLwft or I rr y, " .lessee "I provide recreational WW siduc0 l at3.twi a whit pftft to irvw 04 n of Miami. /A. lilt of pr#'tit Wts sW be pmvbed by tits Fees Dqmrbnent and sW be $ ftbd to 30 pa tbdpants on any given day unfits a 9mate number k mWeed to byVie. t $W pt�ovide or cause to mwide t � to and from Ow Pm;*q. if necasmy, for tip chftw pwt*atlh9 In these recrestlof arWitiw At least two of $fie t *d 'stwll b� boating oxcasrsl area which shell odour i9thin the i months of June, July and/or Augur. The Oily may, but shall W atnftr no off, to provide tranisporWion at the sow coat of 'L.ose", which ooaa shall not exc i %may VTtara ,etlon Fw°) For'ea6 m*rdh or portion twoof, in whWi team fats to pro my of ' Uw move axe munity serv►oW in vile or In pan, or fad to provide tt requbvd notice in t9te event of carport; Drees rites be In defoult of Ws L me end shall pay to Lae w as w adidtdonal payment ft sarrtc,rsnt of $1.000 'CCofrrmw* Service Fee`). `rhe paeyrtwft of this fsa€ shall root ape to cure Leasees's dtftttlt nor shall it gent thw Oty f� pe at rk' Of ammody to vlltt 4i 'it rmy aYdwwlo' be w0ed. 1n be oval the City no longer requites the servion in `a" or °b" 'obo w, tom. Cft st 0 nabry Lessee, and the City Mier and lAwe eaw identify r or'sable eftwraVve community cervices. If ft CAy Menages and tAnsw we unable to Idontify aWnatiye aornimunity sawkme wthn O d of rtd>b m to Loom. then Losses shall past to tree Cly am addlionai piVywe t an smurd equal to oro-tMl of the COM'nurft ftVIft Fe It*% in aftet for eatO wrvke no tunpar proAded. 9 622 .ENT BY T(A PLAN RED / AIMEi WM. 9 - 4 - 96 ;11:1 k'►t CPI Irriprr�v�rrtercE�: C I TY OF M I V I -- C I TY M.4%A0ER ' S OFF. ? fi' 11 The l; wdhtty fit, the aomtnw* &wvioes Fee wW Transpol'tabon Fes "I ewh be adjusted at iw beginmrig of each lem year by any Inca "a In the Consumer lPriaa Index. L 99, at lfe sole cost and expo n, of hall o®netrW a moost seize tuiding w tic appmx1m attRy 3,000 grams s.f., for the purpose of provbt tt andikey offlm wpm wd daswooms to Leeses'a errnplsyeas, officials aid inrvlts . Learns, at its sole c osL shall dosig►n, moeirttain ana construct op fix the eadelrior of the David Konm dy Park, utilizing official Olympic scymbcats, doWgrsating the site a USOTF. Leame, at its sole cost, er a nw*slgn w-4 improvo the existing parldng lot located vAthin the lomw propel. The bui1dMg and relided structures and Improvernerft ahafl c.o4actively be refermd to as fhse uIrnprovert nte. At the twin of design of the Irnprover wft, if the Chly desires addRioraW public poWng in the Park si>c scent to to 1`ea a pripeaty/, Lessee, at he soles 'fla t, will design and conWuct said additional pa ng. Additionally, Lessee, at tts sole cost, sh*D purdiase and ingM rww plMround equipment for use by Park usm at a location to be daternNined by throe City. The spa dricabons for old playground equipment shall be proyWed by Ow Co to Loses. The Lessee, in a "fining its impresavow ft, shall take into exmidembon the r+easonsWe advice of the City and th+s surmur4mg{ community. The i41povern eMl fimther to sub to a CW* Ci permit which *11 povide *mNvr opppr"turaity for public co~i'Nmord. Utaw slisall invest riot less than $300,000 in the IrnWwe .menu and c3 lmpoveffewft. Larm shall provide witl►in the Property tM Greater of the follo Ang: 'I) the raqulrad riumber of parhtrV spsams sa required by wdo, 9n the evert net ,specsflc etumb r of +uses areres+quirad by cocte, Ldw�e shelf provide a suftent nwrlietr of SPOAMS to, nt t Its Vionap dwy dui. Qum r>eam m of apmws to Sw aPprovaa W tym City lilluusr or 2) the some number as currently is provided m he cAnti g parWng W. fir tares 0118M pay. 6 "harm. L866w, at its cost ohall Moop vM maintain the ProWAy indudit without 11rnka a, air wnTftr*V &rwJ Ina" sy6lerns, decoration, signop, plt,tritif, mochenftl, eqeWcal, fbaures, flow oowirlrsg, ekwWor, aln4ural, whdow & roof r+epralro artd moacernents. q 96- 622 SENT BY:(.VM FLA\ REV ASSET WMM: 9- 4-96 ;11:1541 N C I n' OF M IMM I - C I TY MANAGER'S OFF. :9 71! 11 N Lessee sholl, at its sole cost, provide the- failowing preys"U" maintanarve and servions: (a) Cleaning wW janitorial serAws. for the Property; (b) Car ast-Acos haluding kown, stuvb and tree MSinjgrWqft WA MMMVA of any nA)Wsh or obWuotwo ftm ft Property; (c) VOrnlift COM01 annommry, M no lim than arm ov4try sixty (Go) dnm, (d) Penodic rmh*wpoa *M clearing of kWW MW exha* eqL*Wj@W' WW OrOSM TSPS or grease Inimptin, N ai"cabW (e) PalrOv of hW*r wW exWbr of bulk fts Induding caullting of all winidow and doorftmes, painting of signs, if appik", andmMpkV of podd% lot on Propwty iw roxessairy, but no le;* hw onc* exec four Y"M; (f) Reseal all wood docks and d*O* as necommy, but no Im than once evvy two yaars, (9) Employ a quaffed prop" inspector pas ftm a physical inspection of the Property induding all strucMW comporma and meal equipmard as pwt of a praveritive maintemnoe program and *Wl Subfildt Bn ire PLion rePOff to LeMor of Conditions found. Such physical inspection *MR be perfommd an the first ariNverawy of tm Lease Terra fckwft owupency of ft 1111POYSMOft and biannielly Owmaftr- VMdn sly (00) days ol wmp*ft sold Inspection,, Leese " submit a rarriedwan pkui to Lessor, to be awroved by to My Manager, for all condUm raMring mp*, mosewmt or modirmhon as noted In Me inspection rapW. If Los&" Muen, rmokxft or falls to pm4de ft abm wrAma, does w provide adloquaft services or tails to knplwnent the approved remedlaft" plan Widibi 30 dwp aftr written demnd frorn Umor, Le4w may Uft corrective measures or cause the Property to be desned or rq*r*&, W Wffwut waNing ks; right based LWOn arw eft .of Lessee and, %#ftut MhMing LASSO& k" am oNgdkm hemwider. Lessee shaD pay Lessor, as AddAlorel Payments, ft ful cod of surh work Wi"n 0" (30) days, of recW of an invoke MftOnq the"tart of gual MM4*i "MMUFft or C.*NTW. Isaffure to jwj such kwoice " =wM" sk d&bW'cf Viis Lem. NotwthatarKing the at Leum's fa&n to PWOM, ft r"M:W& massums or deanup to the Pwpofty as &Oded WiftUt the foonsft d L*WOr mpairing the Prep" shdl coradtij" d ~Of this Lawn. N0ftQ herein shell Imply Vitt makftrimum, repak and inspections MOW be perforated by Lem OrdY at ft Suarsted wftpnb. Lem* ", eat all tIM*8, bt MPOnWbic for Ift COPOW Of #W I'Mparty and dW Poibim repah required into On* manw 30 " to .prevent INUFY to pamons and wage jo prolwty. Leum shal pay, 4 SM BY:(xW PLAN RB-1ASSE7' WN.. 9- 4-96 i i CIT) MIAM1- CITY MA\AGER'S c►FF. 4" signs, ruoapt as provi0el, ►.amass shall not permit any sVs at, ad►a ftnq matter to be platted an tre Prop" ox:ept with the ptior wy1on approval of the Cly Menmor. Les= must kx't w obtain approval ftm A govomental whodties tisvft jur6jdtvtlon wW roust comply with all applicable rocIulrannnts eat fbrtta in ft City CW* and BEng Ordinanw. Upon vorskm or temOnaVon of the loose, Lessee sha61, at Re sole Cast, ramcw and depose of d stne and banner located on the Property. L*sa es to Tormkudo: in the ovaant the agrewnenta between UGM and US GOnq and UOW are 'ter'mir *d as a rvaudt of default by leam, the Laster raaeries the rat to mnoel ff "a. Tsarm�tton For %+a: If Unsee violates any of the rastrir-ti= and mvMmm of this sWeement, tl , after 30 days written rwAw to Loom within vault to Cass wAh violation, and upon (allure of Lessee to do so after such written noboe, Leew ohd have the Caption to turninate the t.eaae and d of Lessee's r" tverftirdw. Loam may also seals any dates suMned by R by rwon of ma's ad'imts or inaction$. E✓ 96- 62- 5 0 selp' 11-.96 11 : 20A F A X -..