HomeMy WebLinkAboutExhibitREVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
RICKENBACKER MARINA, INC.
FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT
3301 RICKENBACKER CAUSEWAY, MIAMI, FLORIDA
THE MARINE STADIUM COMPLEX, PARCEL NO.3
MIAMI, FLORIDA
TABLE OF CONTENTS
1.
Recitals................................................................................................................................................1
2.
Definitions...........................................................................................................................................2
3.
Purpose...............................................................................................................................................2
4.
Interest Conferred By This Agreement...............................................................................................
3
5.
Permitted Uses........................................................................................................................
3
6.
Occupancy And Use Period.................................................................................................................
4
7.
Continuous Duty To Operate..............................................................................................................
4
8.
Use Fee...............................................................................................................................................
4
9.
Late Fee...............................................................................................................................................
5
10.
Returned Check Fee............................................................................................................................
5
11.
Guarantee Deposit..............................................................................................................................
5
12.
Adjustment To Use Fee And Guarantee Deposit................................................................................
6
13.
Services and Utilities........................................................ :.................................................. ................
6
14.
Condition of the Property and Maintenance.....................................................................................
7
15.
Alterations, Additions Or Replacements............................................................................................
8
16.
Violations, Liens And Security Interests.............................................................................................
8
17.
City Access To Facility............................................................................................:............................ 9
18.
Indemnification And Hold Harmless.................................................................................................
10
19.
Insurance..........................................................................................................................................
11
20.
No Liability........................................................................................................................................
11
21.
Safety................................................................................................................................................12
22.
Taxes and Fees..................................................................................................................................
12
23.
Cancellation By Request Of Either Of The Parties Without Cause ...................................................
12
24.
Termination By City Manager For Cause..........................................................................................
12
25.
Notices..............................................................................................................................................13
26.
Advertising........................................................................................................................................13
27.
Hazardous Materials.........................................................................................................................
14
28.
Radon Gas.........................................................................................................................................
15
29.
Licenses, Authorizations and Permits...............................................................................................
15
30.
Compliance With All Laws Applicable...............................................................................................
15
31.
Ownership Of Improvements...........................................................................................................
15
32.
Surrender Of Area or Property.................................................................................... .....................
16
33.
Cancellation of Revocable Permit ................................. ... ......... .................. ... .... I ........................ ... ...
16
34.
Severability.......................................................................................................................................16
35.
Invalidity...........................................................................................................................................
17
36.
No Assignment Or Transfer..............................................................................................................
17
37.
Public Records......................................................................................:............................................
17
38.
Conflict of Interest..........................................................................................................................1.
17
39.
.................................................
Americans With Disability Act ....................................................... ..
18
40.
Nondiscrimination............................................................. ..........18
.....................................................
41.
Affirmative Action.............................................................................................................................
18
42.
Minority/Women Business Utilization.............................................................................................
19
43.
Amendments And Modifications......................................................................................................
19
44.
Attorney(s)' Fees...............................................................................................................................
19
45.
Litigation...........................................................................................................................................19
46.
Waiver Of Jury Trial..........................................................................................................................
19
47. \Waivec-----------------------------------------------2O
48. Time ofEssence ................................................................................................................................
2O
49. NoInterpretation Against Draftsmen ...............................................................................................
2O
50. Further Acts ..................................................................................................................................... .2O
51. Third Party Beneficiary .....................................................................................................................
22
52. NoPartnership ..................................................................................................................................
2I
53. Headings ...........................................................................................................................................
2l
54. Authority ...........................................................................................................................................
22
55. Entire Agreement ................................................ ............................................................................
21
SG. Special Provisions .............................................................................................................................
22
EXHIBIT A'DEPICTION OFAREA ORPROPERTY .........................................................................................
23
EXHIBIT B - DESCRIPTION OFAREA ORPROPERTY .....................................................................................
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EXH|B[TC-DEEDNO#18O3O-------------.-------------------------'25
EXHIBIT D'INSURANCE .............................................................................................................................
26
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (the "Agreement") is made this _ day of
, 2009 between the City of Miami (the "City") a municipal corporation of the
State of Florida and Rickenbacker Marina, Inc., a Florida corporation incorporated under the laws of the
State of Florida (the "Licensee")
RECITALS
WHEREAS, the City and Licensee ("the Parties") desire and intend to enter into a Revocable
License Agreement for the use of city -owned property located at 3301 Rickenbacker Causeway (more
specifically the area depicted as the Marine Stadium Complex Parcel No. 3), Miami, Florida; and
WHEREAS, Licensee has expressed its interest in utilizing this city -owned property for
additional parking for the Licensee's approved uses; and
WHEREAS, this Agreement is not assignable; and
WHEREAS, this Agreement is revocable -at -will by the City and without the consent of the
Licensee; and
WHEREAS, this Agreement does not transfer an interest in real property including any leasehold
interest in real property owned by the City; and
WHEREAS, this Agreement does not confer a right to use any real property for any general
purposes, and
WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any
real property; and
WHEREAS, this Agreement permits only certain, enumerated, specific, listed permitted uses,
and does not permit anything further; and
WHEREAS, the Revocable Permit No. 5 dated August 5, 1985 will expire upon execution of this
Agreement; and
WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals.
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby
agree as follows
1. Recitals.
A. The foregoing recitals are hereby incorporated and made a part of this Agreement.
2. Definitions.
A. "Area" shall mean Marine Stadium Complex Parcel No. 3 as depicted in Exhibit "A"
attached hereto and made a part hereof.
B. "City Manager" is the City Manager for the City of Miami.
C. "Director" shall mean the Director of the Public Facilities department for the City of
Miami.
D. "Effective Date" shall mean the date that this Agreement is executed by the City
Manager. In the event the Effective Date does not fall on the first day of the month, the
Effective Date shall be adjusted to be the first day of the following month.
E. "Hazardous Material Laws" means all applicable requirements of federal, state and local
environmental, public health and safety laws, regulations, orders, permits, licenses,
approvals, ordinances and directives, including but not limited to, all applicable
requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and
Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the
Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation
and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of
1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the
Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and
Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe
Drinking Water Act; and the Florida Environmental Reorganization Act of 1975.
F. "Monthly Use Fee" shall mean a fee charged to Florida for profit corporations.
G. "Permitted Uses" shall mean Licensee shall use the Property primarily for additional
vehicular parking as more particularly described in Section .
H. "Property" shall mean the City -owned real property and improvements containing
approximately 0.473 acres located at 3301 Rickenbacker Causeway , Miami, Florida, as
more particularly described in Exhibit "B" attached hereto and made a part hereof.
3. Purpose.
The City is the owner of the Property. The City has determined that the Area or Property is not
needed at this time by any of the City's offices or departments. The City has expressed its desire to assist
the Licensee in accomplishing its purpose and in furtherance thereof authorizes the Licensee to occupy
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and use the Area or Property for the Permitted Use, under the conditions hereinafter set forth. The use
of the Area or Property is strictly limited to the Permitted Use and is not to be used for any other
purpose whatsoever. Any use of the Area or Property not authorized under Permitted Use must receive
the prior written consent of the City Manager or his designee, which consent may be withheld for any or
no reason, including, but not limited to additional financial consideration.
4. Interest Conferred By This Agreement.
This Agreement confers no exclusive possession of the Area or Property. The Licensee cannot
exclude the City from the Property.
The rights of Licensee hereunder are not those of a tenant, but are a mere personal privilege to
do certain acts of a temporary character on the Area or Property and to use the Area or Property,
subject to the terms of this Agreement. The City retains dominion, possession and control of the Area or
Property. Therefore, no lease interest in the Area or Property is conferred upon Licensee under the
provisions hereof. Licensee does not and shall not claim at any time any interest or estate of any kind or
extent whatsoever in the Property by virtue of this Agreement or its use of the Area or Property
hereunder. Additionally, Licensee does not and shall not claim at any time any interest or estate of any
kind or extent whatsoever in the Area or Property by virtue of any expenditure of funds by the Licensee
for improvements, construction, repairs, partitions, or alterations to the Area or Property which may be
authorized by the City.
5. Permitted Uses.
Subject to existing zoning and other governmental restrictions and the execution of this
Agreement, this Agreement authorizes the Licensee to occupy and use the Area or Property to provide
the Licensee's existing operation with additional vehicular parking space, further agreeing that Rusty
Pelican Restaurant ("Restaurant"), located at 3601 Rickenbacker Causeway, may use the Area or
Property for additional Restaurant valet parking, between the hours of 6 pm to 2 am, seven days a
week, and for no other purpose whatsoever (the "Permitted Use").
Licensee acknowledges that a portion of the Area or Property is subject to certain restrictions
contained in Deed No. 18030 made by the Trustees of the Internal Improvement Fund of the State of
Florida (the "State") to the City, dated August 2, 1929, as set forth in Exhibit "C" attached hereto and
made a part hereof. In the event the State charges the City a State fee for said use, Licensee shall pay
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all fees imposed, including any fees on a retroactive basis prior to the Effective Date. In the event that
the Licensee does not pay the retroactive fees within thirty (30) days from notification, then either party
may terminate this agreement with thirty (30) days prior written notice in accordance with Section 23 of
the Agreement.
6. Occupancy And Use Period.
This Agreement shall commence on the Effective Date and shall continue on a month-to-month
basis until the first to occur of the following:
i. Cancellation or termination pursuant to Paragraph 23 herein; or
ii. Automatic termination, subject to the notice provisions of Paragraph 24 herein;
7. Continuous Duty To Operate.
Except where the Area is rendered unusable by reason of fire or other casualty, Licensee shall at
all times during this Agreement, occupy the Area upon the Effective Date and shall thereafter
continuously conduct operations in the Area in accordance with the terms of this Agreement.
8. Use Fee.
A. Monthly Use Fee.
Commencing on the Effective Date of this Agreement, on the first day of each month
and continuing throughout the term of this Agreement, Licensee shall pay to the City the Monthly Use
Fee in the amount of five hundred dollars and 00/100 ($500.00), plus State of Florida Use Tax, if
applicable, for the use of the Area, payable as set forth in Subparagraph B below and adjusted in
accordance with Paragraph 12 herein. Furthermore, ten percent (10%) of the Monthly Use Fee amounts
paid to the City will be reserved in a special account by the City for the Area's capital improvements.
B. Manner of Payment.
Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W. 2nd
Avenue, 6th Floor, Finance Department, Miami, Florida 33130, or such other address as may be
designated from time to time from the City Manager or his/her designee.
El
9. Late Fee.
In the event any installment of the Monthly Use Fee is not received by City on or before the fifth
day of the month, Licensee shall pay to City a late charge in an amount equal to ten percent (10%) of the
respective Monthly Use Fee. Such late fee shall constitute additional fees due and payable to City by
Licensee upon the date of payment of the delinquent payment referenced above. Acceptance of such
late charge by City shall, in no event, constitute a waiver of Licensee's violations with respect to such
overdue amount nor prevent City from .the pursuit of any remedy to which City may otherwise be
entitled.
10. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to City a
returned check fee (the "Returned Check Fee") based on the following schedule;
Returned Amount Returned Check Fee
$00.01- 50.00 $20.00
$50.01- 300.00 $30.00
$300.01- 800.00 $40.00
OVER $800
5% of the returned amount.
The Returned Check Fee shall constitute additional fees due and payable, to City by Licensee,
upon the date of payment of the delinquent payment referenced above. Acceptance of Returned Check
Fee by City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue
amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled.
11. Guarantee Deposit.
Simultaneously with the execution of this Agreement, the Licensee shall deposit with City the
Guarantee Deposit in the amount of one thousand dollars and 00/100 ($1,000.00) (the "Guarantee") as
guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this
Agreement or in connection with this Agreement. If Licensee is in violation (as provided in Paragraph 24
herein) beyond any applicable notice or cure period, the City may use, apply or retain all or any part of
the Guarantee Deposit for the payment of (i) any fee or other sum of money which Licensee was
obligated to pay but did not pay, (ii) any sum expended by City on Licensee's behalf in accordance with
the provisions of this Agreement, or (iii) any sum which City may expend or be required to expend as a
5
result of Licensee's violation. The use, application or retention of the Guarantee Deposit or any portion
thereof by City shall not prevent City from exercising any other right or remedy provided for under this
Agreement or at law and shall not limit any recovery to which City may be entitled otherwise. At any
time or times when City has made any such application of all or any part of the Guarantee Deposit, the
Licensee shall deposit the sum or sums equal to the amounts so applied by City within ten (10) days of
written notice by the City.
Provided Licensee is not in violation of this Agreement, the Guarantee Deposit or balance
thereof, as the case may be, shall be returned to Licensee upon the termination of this Agreement or
upon any later date after which Licensee has vacated the Area or Property in the same condition or
better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the
Guarantee Deposit (or balance thereof) to the Licensee, City shall be completely relieved of liability with
respect to the Guarantee Deposit. Licensee shall not be entitled to receive any interest on the
Guarantee Deposit.
12. Adjustment To Use Fee And Guarantee Deposit.
Commencing twelve months from the Effective Date, or on the first day of the following month
if the Effective Date is not on the first of the month, and every twelve months thereafter (the
"Anniversary Date(s)"), Licensee agrees that the Monthly Use Fee and Guarantee Deposit shall each be
increased by three percent (3%) of the Monthly Use Fee and Guarantee Deposit respectively, in effect
for the immediately preceding Agreement Year. On each Anniversary Date the Licensee shall remit
payment to the City for the increased amount in Guarantee Deposit. Nothing in this paragraph shall be
construed to grant Licensee the right to use the Area or Property for a term greater than on a month-to-
month basis.
13. Services and Utilities.
A. Licensee's responsibilities.
Licensee, at its sole cost and expense, shall pay for all utilities except those specifically set forth
in Paragraph B below to be provided by City, which may include, but is not limited to, electricity, water,
stormwater fees, gas, telephone, garbage and sewage disposal used by Licensee during its occupancy of
the Area or Property, as well as all costs for installation of any lines and equipment necessary. Licensee,
M
at its sole cost, shall install all utilities required for its use and install separate utility meters required
thereby and shall be billed directly by the applicable utility company for such services.
Licensee, at its sole cost, shall provide cleaning services for the Area or Property. Licensee, at its
sole cost and expense, shall hire a pest control company, as needed, to insure that the Area or Property
will at all times be in a clean and sanitary condition and free from vermin.
Licensee agrees to provide any and all security it deems necessary to protect its operations and
equipment. Licensee shall insure that all appropriate equipment and lights have been turned off and
appropriate doors locked at the close of operations within the Area or Property each day.
B. City's responsibilities.
City, at its sole cost, shall pay for the following utilities: None.
The City reserves the right to interrupt, curtail or suspend the provision of any utility service
provided by it, including but not limited to, heating, ventilating and air conditioning systems and
equipment serving the Area or Property, to which Licensee may be entitled hereunder, when necessary
by reason of accident or emergency, or for repairs, alterations or improvements in the judgment of City
desirable or necessary to be made or due to difficulty in obtaining supplies or labor or for any other
cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements
shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the
utility companies or governmental authorities to supply utility service to Licensee or for any limitation of
supply resulting from governmental orders or directives. Licensee shall not claim any damages by
reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor
shall the Revocable License or any of Licensee's obligations hereunder be affected or reduced thereby.
14. Condition of the Property and Maintenance.
Licensee accepts the Area or Property "as is", in its present condition and state of repair and
without any representation by or on behalf of City, and agrees that City shall, under no circumstances,
be liable for any latent, patent or other defects in the Area or Property. Licensee, at its sole cost, shall
maintain the Area or Property in good order and repair at all times and in an attractive, clean, safe and
sanitary condition and shall suffer no waste or injury thereto. Licensee shall be responsible for all
repairs to the Area or Property required or caused by Licensee's use of part thereof.
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Licensee agrees to make all changes necessary to the Area or Property at Licensee's sole cost
and expense in order to comply with all City, County and State code requirements for Licensee's
occupancy thereof.
15. Alterations, Additions Or Replacements.
Except in the event of an emergency, Licensee shall not make any repair without first receiving
the written approval of the City Manager or his/her designee, which approval may be conditioned or
withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration
will affect the cost of services being provided by the City. If the City Manager or his/her designee
approves such request, no repair or alteration shall be commenced until plans and specifications
therefore shall have been submitted to and approved by the City Manager or his/her designee.
The Licensee shall be solely responsible for applying and acquiring all necessary permits,
including but not limited to, building permits. The Licensee shall be responsible for any and all costs
associated with any alterations including, but not limited to, design, construction, installation and
permitting costs. All alterations to the Area or Property, whether or not by or at the expense of the
Licensee, shall, unless otherwise provided by written agreement of the parties hereto, immediately
upon their completion become the property of the City and shall remain and be surrendered with the
Area or Property. In the event of an emergency, Licensee may reasonably proceed to perform such
repair work and shall immediately notify City of such work.
All alterations must be in compliance with all statutes, laws, ordinances and regulations of the
State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over
the Area or Property as they presently exist and as they may be amended hereafter.
In the event of an emergency, Licensee shall reasonably proceed to perform such repair work
and shall immediately notify the City Manager or his/her designee of such work.
16. Violations, Liens And Security Interests.
The Licensee shall not suffer or permit any statutory, laborers, material person, or mechanics'
liens to be filed against the title to the Property, nor against any Alteration by reason of work, labor,
services, or materials supplied to the Licensee or anyone having a right to possession of the Property.
Nothing in this Agreement shalt be construed as constituting the consent or request of the City,
expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or material
(✓
man for the performance of any labor or the furnishing of any materials for any specific Alteration, or
repair of or to the Property nor as giving the Licensee the right, power or authority to contract for or
permit the rendering of any services or the furnishing of any materials that would give rise to the filing
of any mechanics liens against the Property. If any mechanics' lien shall at any time be filed against the
Property, the Licensee shall cause it to be discharged of record within fifteen (15) days after the date the
Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a mechanics' lien within
that period, then in addition to any other right or remedy available to the City, the City may, but shall
not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring
the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu
thereof. Additionally, the City may compel the prosecution of an action for the foreclosure of the
mechanics' lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with
interest, costs and allowances), with the understanding that all amounts paid by the City shall constitute
additional payments due and payable under this Agreement and shall be repaid to the City by the
Licensee immediately upon rendition of any invoice or bill by the City. The Licensee shall not be
required to pay or discharge any statutory, laborers, supplies, material persons or mechanics' lien so
long as (i) the Licensee shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the
Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien,
and (iii) the Licensee shall furnish and keep in effect a surety bond of a responsible and substantial
surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in
an amount sufficient to pay one hundred ten percent of the amount of the contested lien claim with all
interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection
therewith. Licensee further agrees to hold City harmless from, and to indemnify the City against, any
and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of
any contractor, subcontractor, materialman, laborer or any other third person with whom Licensee has
contracted or otherwise is found liable for, in respect to the Area or Property.
17. City Access To Facility.
City and its authorized representative(s) shall have at all times access to the Area or Property
and the Property. City will maintain a complete set of keys to the Area and the Property. Licensee, at its
sole cost and expense, may duplicate or change key locks to the Area or Property but not until first
receiving written approval from the Director for such work. In the event Licensee changes key locks as
0
approved by the Director, Licensee, at its sole cost and expense, must also provide to City a copy or
copies of said keys, if more than one copy is required.
The City shall have access to and entry into the Area and the Property at any time to (a) inspect
the Area and Property, (b) to perform any obligations of Licensee hereunder which Licensee has failed to
perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10)
days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement
and all applicable laws, ordinances, rules and regulations, (d) to show the Property, inclusive of the Area
or Property, to prospective purchasers or tenants, and (e) for other purposes as may be deemed
necessary by the City Manager in the furtherance of the City's corporate purpose; provided, however,
that City shall make a diligent effort to provide at least 24 -hours advance notice and Licensee shall have
the right to have one or more of its representatives or employees present during the time of any such
entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise
by the City of the right of entry described herein for the purposes listed above. The making of periodic
inspection or the failure to do so shall not operate to impose upon City any liability of any kind
whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this
Agreement.
18. Indemnification And Hold Harmless.
Licensee shall indemnify, defend and hold harmless the City and its officials, employees and
agents (collectively referred to as ")ndemnitees") and each of them from and against all loss, costs,
penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred
to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss
of any property arising out of, resulting from, or in connection with (i) the performance or non-
performance of the services contemplated by this Agreement which is or is alleged to be directly or
indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or
passive) of Licensee or its employees, agents or subcontractors (collectively referred to as "Licensee"),
regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or
contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees,
or any of them or (ii) the failure of the Licensee to comply with any of the paragraphs herein or the
failure of the Licensee to conform to statutes, ordinances, or other regulations or requirements of any
governmental authority, federal or state, in connection with the performance of this Agreement.
Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and
10
against all liabilities which may be asserted by an employee or former employee of Licensee, or any of
its subcontractors, as provided above, for which the Licensee's liability to such employee or former
employee would otherwise be limited to payments under state Workers' Compensation or similar laws.
Licensee further acknowledges that, as lawful consideration for being granted the right to utilize
and occupy the Area or Property, Licensee, on behalf of himself, his agents, invitees and employees,
does hereby release from any legal liability the City, its officers, agents and employees, from any and all
claims for injury, death or property damage resulting from Licensee's use of the Area or Property.
19. Insurance.
Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout
the period of this Agreement, the insurance as set forth in Exhibit "D" attached hereto and made a part
hereof.
20. No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the property,
improvements, fixtures and/or equipment belonging to or rented by Licensee, its officers, agents,
employees, invitees or patrons occurring in or about the Area or Property that may be stolen, destroyed,
or in.any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain,
vandalism or theft which may leak or flow from or into any part of the Area or Property, or from the
breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures of the Area or Property, or from hurricane or any act of God or any act .
of negligence of any user of the facilities or occupants of the Property or any person whomsoever
whether such damage or injury results from conditions arising upon the Area or Property or upon other
portions of the Property or from other sources. Licensee indemnifies the City its officers, agents and
employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions,
damages or causes of action arise from the negligence or alleged negligence of the City, including any of
its employees, agents, or officials.
Licensee further acknowledges that as lawful consideration for being granted the right to utilize
and occupy the Area or Property, Licensee, on behalf of himself, his agents, invitees and employees,
does hereby release from any legal liability the City, its officers, agents and employees, from any and all
claims for injury, death or property damage resulting from Licensee's use of the Area or Property.
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21. Safety.
Licensee will allow City inspectors, agents or representatives the ability to monitor its
compliance with safety precautions as required by federal, state or local laws, rules, regulations and
ordinances. By performing these inspections the City, its agents, or representatives are not assuming
any liability by virtue of these laws, rules, regulations and ordinances. Licensee shall have no recourse
against the City, its agents, or representatives from the occurrence, non-occurrence or result of such
inspection(s). Upon issuance of a notice to proceed, the Licensee shall contact the Risk Management
Department at (305) 415-1800 to schedule the inspection(s).
22. Taxes and Fees.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and
all charges, fees, taxes or assessments levied against the Property (collectively Assessments), its
proportionate share of use of the Property and/or against personal property of any kind, owned by or
placed in, upon or about the Property by Licensee, including, but not limited to, ad valorem taxes, fire
fees and parking surcharges. In the event Licensee appeals an Assessment, Licensee shall immediately
notify the City of its intention to appeal said Assessment and shall furnish and keep in effect a surety
bond of a responsible and substantial surety company reasonably acceptable to the City Manager, or his
designee, or other security reasonably satisfactory to the City Manager, or his designee, in an amount
sufficient to pay one hundred percent of the contested Assessment with all interest on it and costs and
expenses, including reasonable attorneys' fees, to be incurred in connection with it.
23. Cancellation By Request Of Either Of The Parties Without Cause.
Either party may cancel this Agreement at any time by giving thirty (30) days written notice to
the non -canceling party prior to the effective date of the cancellation.
24. Termination By City Manager For Cause.
If, at the sole and complete discretion of the City Manager, Licensee in any manner violates the
restrictions and conditions of this Agreement, then, and in the event, after ten (10) days written notice
given to Licensee by the City Manager within which to cease such violation or correct such deficiencies,
ON
and upon failure of Licensee to do so after such written notice within said ten (10) day period, this
Agreement shall be automatically canceled without the need for further action by the City.
25. Notices.
All notices or other communications which may be given pursuant to this Agreement shall be in
writing and shall be deemed properly served if delivered by personal service or by certified mail
addressed to City and Licensee at the address indicated herein or as the same may be changed from
time to time. Such notice shall be deemed given on the day on which personally served, or if by certified
mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier:
CITY OF MIAMI
City of Miami
Office of the City Manager
444 SW 2 Avenue, 10`h Floor
Miami, FL 33130
WITH A COPY TO
Director
City of Miami
Department of Public Facilities
444 SW 2 Avenue, Suite 325
Miami, FL 33130
26. Advertising.
LICENSEE
Mr. Aabad R. Melwani, President
Rickenbacker Marina, Inc.
3301 Rickenbacker Causeway
Miami, FL 33149
Licensee shall not permit any signs or advertising matter to be placed either in the interior or
upon the exterior of the Area or the Property without having first obtained the approval of the Director
or his designee, which approval may be withheld for any or no reason, at his sole discretion. Licensee
shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or
other things as may be permitted hereunder in good condition and repair at all times. Licensee must
further obtain approval from all governmental authorities having jurisdiction, and must comply with all
applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the
cancellation of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration,
advertising matter or other thing permitted hereunder from the Area or Property. If any part of the
Area or Property is in any way damaged by the removal of such items, said damage shall be repaired by
13
Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the Area or
Property within ten (10) days after receipt of written notice from City directing the required repairs, City
shall cause the Area or Property to be repaired at the sole cost and expense of Licensee. Licensee shall
pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of
such required repairs.
Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place
upon the Area or Property an appropriate sign indicating City's having issued this Agreement.
27. Hazardous Materials.
The Licensee 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 relating to hazardous materials ("Hazardous Materials Laws"),
including, without limitation, any Hazardous Materials Laws relating to industrial hygiene,
environmental protection or the use, storage, disposal or transportation of any flammable explosives,
toxic substances or other hazardous, contaminated or polluting materials, substances or wastes,
including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials"
or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or
regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect and comply with
all conditions of any and all permits, licenses and other governmental and regulatory approvals relating
to the presence of Hazardous Materials within, on, under or about the Area or Property or required for
the Licensee's use of any Hazardous Materials in or about the Area or Property in conformity with all
applicable Hazardous Materials Laws and prudent industry practices regarding management of such
Hazardous Materials. Upon cancellation or revocation of this Permit, the Licensee shall, at its sole cost
and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Area
or Property by the Licensee or at the Licensee's direction, to be removed from the Area or Property and
transported for use, storage or disposal in accordance and compliance with all applicable Hazardous
Materials Laws. The Licensee may operate according to the custom of the industry so long as the use or
presence of. Hazardous Materials is strictly and properly monitored according to, and in compliance
with, all applicable governmental requirements. The requirements of this Paragraph of the License shall
survive the cancellation or revocation of this License.
The City represents that:
14
To the best of its knowledge there are no environmental violations, whether under federal,
state, or local laws, existing on the Area or Property,
To the best of its knowledge there are no Hazardous Materials presently existing on the Area or
Property.
28. Radon Gas.
Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of
radon that exceed federal and state guidelines have been found in buildings in Florida. Additional
information regarding radon and radon testing may be obtained from your county public health unit.
Licensee may, have an appropriately licensed person test the Area or Property for radon. If the radon
level exceeds acceptable EPA standards, the City may choose to reduce the radon level to an acceptable
EPA level, failing which either party may cancel this License.
29. Licenses, Authorizations and Permits.
Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout
the term of this Agreement, at its sole expense, all licenses, authorizations and permits that are
necessary for Licensee to conduct its commercial activities.
Licensee shall be responsible for paying the cost of said applications and obtaining said licenses,
authorizations and permits.
30. Compliance With All Laws Applicable.
Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance
with all applicable federal, state and local laws, ordinances and regulations is a condition of this
Agreement, and Licensee shall comply therewith as the same presently exist and as they may be
amended hereafter. This Agreement shall be construed and enforced according to the laws of the State
of Florida.
31. Ownership Of Improvements.
As of the Effective Date and throughout the Use Period, all buildings and improvements thereon
shall be vested in City. Furthermore, title to all Alterations made in or to the Area or Property, whether
15
or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement,
immediately upon their completion become the property of the City and shall remain and be
surrendered with the Area or Property.
32. Surrender Of Area or Property.
In either event of cancellation pursuant to Paragraph 23 or Paragraph 24, or at the expiration of
the time limited by the notice, Licensee shall peacefully surrender the Area or Property broom clean and
in good condition and repair together with all alterations, fixtures, installation, additions and
improvements which may have been made in or attached on or to the Area or Property. Upon
surrender, Licensee shall promptly remove all its personal property, trade fixtures and equipment and
Licensee shall repair any damage to the Area or Property caused thereby. Should Licensee fail to repair
any damage caused to the Area or Property within ten (10) days after receipt of written notice from City
directing the required repairs, City shall cause the Area or Property to be repaired at the sole cost and
expense of Licensee. Licensee shall pay City the full cost of such repairs within ten (10) days of receipt
of an invoice indicating the cost of such required repairs. At City's option, City may require Licensee to
restore the Area or Property so that the Area or Property shall be as it was on the Effective Date.
In the event Licensee fails to remove its personal property, equipment and fixtures from the
Area or Property within the time limit set by the notice, said property shall be deemed abandoned and
thereupon shall become the sole personal property of the City. The City, at its sole discretion and
without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost and
expense.
33. Cancellation of Revocable Permit.
Licensee agrees that upon execution of this Agreement, the City shall automatically cancel the
Revocahle Permit dated August 5, 1985 between the City of Miami and Marina Biscayne, Ltd. without
the need for further action by the Parties.
34. Severability.
It is the express intent of the parties that this Agreement constitutes a license and not a lease.
To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the
application thereof to any circumstance, suggest that a lease, rather than a license, has been created,
16
then such provision shall be interpreted in the light most favorable to the creation of a license and (ii) if
any provision of this Agreement, or the application thereof to any circumstance, is determined by a
court of competent jurisdiction to have created a lease rather than a license, then such provision shall
be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be
affected thereby and shall continue to operate and remain in full force and effect.
With regard to those provisions which do not affect the parties intent for this Agreement,
should any provision, section, paragraph, sentence, word or phrase contained in this Agreement be
determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under
the laws of the State of Florida or the City of Miami, such provision, section, paragraph, sentence, word
or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not
modifiable, then same shall be deemed severable, and in either event, the remaining terms and
provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use.
35. Invalidity.
In the event that any non -material provision of this Agreement shall be held to be invalid for any
reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall
remain in full force and effect.
36. No Assignment Or Transfer.
Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by this
Agreement. Any assignment, sale or disposition of this Agreement or any interest therein by Licensee
shall result in the automatic termination of this Agreement without notice by the City Manager.
37. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to City contracts,
subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the
public to all documents subject to disclosure under applicable law.
38. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter
2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida
17
as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of
said laws and any future amendments thereto. Licensee covenants that no person or entity under its
employ, presently exercising any functions or responsibilities in connection with this Agreement, has any
personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the
performance of this Agreement, no person or entity having such conflicting interest shall be utilized in
respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its
employees or associated persons, or entities must be disclosed in writing to the City.
39, Americans With Disability Act.
Licensee shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City
including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all
applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to
ensure nondiscrimination in employment of disabled persons.
40. Nondiscrimination,
In the performance of this Agreement or any extension thereof, Licensee and/or its authorized
agents shall not discriminate in connection with its occupancy and use of the Area or Property and
improvements thereon, or against any employee or applicant for employment because of sex, age, race,
color, religion, ancestry or national origin. Licensee and/or its authorized agents will take affirmative
action to insure that minority applicants are employed and that employees are fairly treated during
employment without regard to their sex, age, race, color, religion, ancestry, or national origin. Such
action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation.
41. Affirmative Action.
Licensee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and
shall institute a plan for its achievement which will require that action be taken to provide equal
opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will
include a set of positive measures which will be taken to insure nondiscrimination in the work place as it
18
relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Licensee shall submit a
Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws
and regulations.
42. Minority/Women Business Utilization.
Licensee shall make every good faith effort to purchase/contract fifty-one percent (51%) of its
annual goods and services requirements from Hispanic, Black and Women businesses/professionals
registered/certified with the City Office of Minority/Women Business Affairs. Such lists will be made
available to the Licensee at the time of the issuance of the Agreement by the City and updates will be
routinely provided by the City's Office of Minority/Women Business Affairs.
43. Amendments And Modifications.
No amendments or modifications to this Agreement shall be binding on either party unless in
writing, approved as to form and correctness by the City Attorney, and signed by both parties. The City
Manager is authorized to amend or modify this Agreement as needed.
44. Attorney(s)' Fees.
In the event it becomes necessary for either party to institute legal proceedings to enforce the
provisions of this Agreement, each party shall bear its own attorneys' fees through ali trial and appellate
levels.
45. Litigation.
Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The parties
shall attempt to mediate any dispute without litigation. However, this is not intended to establish
mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief.
46. Waiver Of Jury Trial.
The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either
may have to a trial by jury in respect of any action, proceeding or counterclaim based on this
Agreement, or arising out of, under or in connection with this Agreement or any amendment or
19
modification of this Agreement, or any other agreement executed by and between the parties in
connection with this Agreement, or any course of conduct, course of dealing, statements (whether
verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material
inducement for the City and Licensee entering into the subject transaction.
47. Waiver.
Any waiver by either party or any breach by either party of any one or more of the covenants,
conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or
other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure
on the part of the City to require or exact full and complete compliance by Licensee with any of the
covenants, conditions or provisions of this Agreement be construed as in any manner changing the
terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the terms of this
Agreement be changed or altered in any manner whatsoever other than by written agreement of the
City and Licensee.
48. Time of Essence.
It is expressly agreed by the parties hereto that time is of the essence with respect to this
Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said
period or the date of performance shall be extended to the next business day thereafter.
49. No Interpretation Against Draftsmen.
The parties agree that no provision of this Agreement shall be construed against any particular
party and each party shall be deemed to have drafted this Agreement.
50. Further Acts.
In addition to the acts and deeds recited herein and contemplated to be performed, executed
and/or delivered by the parties, the parties each agree to perform, execute and/or deliver or cause to be
performed, executed and/or delivered any and all such further acts, deeds and assurances as may be
necessary to consummate the transactions contemplated hereby.
20
51. Third Party Beneficiary.
This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled
to claim or enforce any rights hereunder.
52. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal, agent,
partner or joint venturer of the other.
53. Headings.
Title and paragraph headings are for convenient reference and are not a part of this Agreement.
54. Authority.
Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and
that the signatories below are duly authorized to execute this Agreement in their respective behalf.
55. Entire Agreement.
This instrument and its attachments constitute the sole and only agreement of the parties
hereto and correctly sets forth the rights, duties and obligations of each to the other as of its date. Any
prior agreements, promises, negotiations or representations not expressly set forth in this Agreement
are of no force or effect.
56. Special Provisions,
None.
This Agreement is the result of negotiations between the parties and has been typed/printed by
one party for the convenience of both parties, and the parties covenant that this Agreement shall not be
construed in favor of or against either of the parties.
21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of the day and year
first above written.
ATTEST: CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Priscilla A. Thompson, CMC
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
By:
LeeAnn Brehm
Director
Department of Risk Management
WITNESS:
By:
Signature
Print Name
By:
Signature
Print Name
22
By:
Pedro G. Hernandez
City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
By:
Julie O. Bru
City Attorney
LICENSEE
By:
Signature
Print Name
Date
EXHIBIT A
DEPICTION OF AREA OR PROPERTY
23
r:
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c.G N 4 5° 2 2' IJTI O
54 63
N 45° 9-2'07 W
4.03'
�j I ,- � / _ r •
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�, N �r 5 22r 0 7 V��.. ^� ��
54.03
r
— 6 \ ? 4I L�
°
_—w
01
iy r.
170. 00'
440.0-0 S 450 22' 07" E
ATLANTIC OCEAN
�s SURVEYORS WOTE Bearing snown nureOntlf any) are base0 on an c-wmetl Meridian
Elevations snown herecn(Gf any) are relative to Notional Geooetic
verticol Dctum
SukvEYoRS SEAL
PROJECT.
' ACKER ARiNA►
4 R1(CKENB PETER DE LR ROSA
..ss��..��:, .- `• PROFESSIONAL LAND 9RVEY
3;::. .
IRGINIA K['r FLOnI'v!�
V
STATE OF FLORIDA
NEIN ADDRI
959 S.W. 122nd
MINORCA PLA7J
MIAMI, FLOF
�ETe
SURVEYING • c
5432 SW. 127 TH COURT,MIr
MEMBER Of ThE FLORIDASOC
MEMBER OF THE AMERI C AH
EXHIBIT B
DESCRIPTION OF AREA OR PROPERTY
24
LEGAL DESCRTPTznu
LEASE AREA NO. 3
Commence at the southeast. corner of Section 17, Township 54
South, Range 42 East; thence along the south line of said Section
17 N 890 56' 49.5" W 2,649.84 feet to its intersection with the
center line of Rickenbacker Causeway, as shown on "THE
METROPOLITAN DADE COUNTY BULKHEAD LINE", according to the plat
thereof, as recorded in Plat Book 74, at Page 9, Sheet No. 2, of
the Public Records of Dade County, Florida; thence along said
center line N 450 22' 0711 W 4,065.0 feet to its intersection with
the center line of the access road to the "Rusty Pelican
Restaurant"; thence along said center line N 440 37' 53" E 350.00
feet to the beginning of a curve concave to the west having a
radius of 270.00 feet; thence northeasterly, northerly and
northwesterly 349.16 feet along said curve through a central
angle of 740 05' 36"; thence N 440 37' 53" E 31.07 feet to the
point of beginning of the hereinafter described Parcel No. 3,
said point of beginning being on a curve concave to the
southwest, concentric to the last mentioned curve and having a
radius of 300.00 feet (to which point of beginning a radial bears
N 580 54' 42" E); thence northwesterly 74.77 feet along said
curve through a central angle of 140 16' 49" to a point of
tangency; thence N 450 22' 07" W 54.03 feet to the beginning of a
curve concave to the northeast having a radius of 340.00 feet;
thence along said curve northwesterly 42.08 feet through a
central angle of 70 05' 26"; thence N 440 37' 53" E 117.40 feet;
thence S 450 22-' 07" E 170.00 feet; thence S 440 37' 53" W 129.27
feet to the point of beginning.
Containing 20,594 square feet or 0.473 acre.
EXHIBIT C
INTERNAL IMPROVEMENT FUND, STATE OF FLORIDA
DEED NO #18030
25
C
94
II%TTERRaILPtOirt__dE ?I' ! UITI), OTliTE OF FLOI ,IDA.
DIEL NO, 18030
ICNO'S ALL 1riEN EP TRESS =RESEIZT3; That the undersigned,
the Trustees of the Internal Imnroven;ent Fund of tae, Ot.-to of
Florida, under and by virtue of the authority of Senate Bill
No. 662, Chapter 13666, Laws of Florida, Acts of 1929, and for
and in consideration of the sum of TWO TH(TUSAND SIX HLT MED
SEVENTEEN & 50/100 DOLLARS (Tp2,617.50) , representinne the
estimated interest of the State School Fund in and to said
lands as provided by the State Constitution, to them in hand
paid by the Cita; of I,ia.mi, a municipal Corporation of %I2e State
of F3cxid.a, receipt of which is hereby acknowledged, have
granted, bargained, sold and conveyed to the Saiu City of Miami
for hunicipal purposes only, and to its successors, forever, the
following described subinexged and partly submerged lands,
situate lying and being in Dade County, Florid , to—wit,
Beginning at a point on the East boundary of Section 6,
in Township 54 South, Range 42 East, Dade County., Florida,
1000 feet North of the Southeast corner of said Section 8;
Thence blest parallel with the South boundary of said
Section 8, a distance of 5280 feet more or less, to a,
point on the 'Pest boundary of said Section B, 3.000 feet
North of the Southwest corner thereof;
Thence South on the Vest boundary of Section 8 to the
Southwest corner of the Section;
Thence Pest on the North boundary of Section 18, 1000 feet;
Thence South to a point 150 feet North of the center line
of the proposed Causeway, said dista_noe of 15:0 feet,being
measured at right angles to the axis of the Said Causeway;
Thence IVorthwesterly parallel with and at a distance of
150 feet at right ankles with said Causeway to a point
where the said line intersects the harbor and bulthead
line as established by the United States on the West side
of Biscayne Ba•y;
Thence following said Harbor and Bulkhead line Southwesterly
to a point 150 feet Southwesterly of the center line of
said. Causeway as measured at right angles thereto;
Thence Southeasterly parallel with and at a distance of
150 feet from the center line of said proposed Causeway to
a point 1000 feet Rest of the Eastern boundary of Section
16;
I
B001" f
a f. PACE249
Thenoe South, to tie intersection of said line with, tllc
SolltP 'boundary ,Of said Section 18;
Tnence continuing in Section 10, 1000 feet;
Thence Hast 1006 feet, more or less, to the Eastern
boundary of said Section 19;
Thence South along the Pastern boundary of Section IS,
1300 feet, more or less;
Thence in an Easterly direction to connect with the
Southwestern extremity of Virginia Ivey;
Thence following the West shore line of Vircinia I<;ey in
EL generwl Northerly and Northeasterly dir�-_OtiOn to its
intersection with the H'..st boundary of Section 17;
Thence North along the Last boundary of Section 17, to the
Northe,-st dorner of said Section;
Thence Borth along the Last boundary of Section S, a
distance of 1000 feet to the point of beginning first
above described,
Containing 1,047 acres, more or less, all beim, in
Township and Range first above described.
TO I1AVE AND TO HOLD the said above mentioned and described
land and premises and all the title and interest in the Trustees
therein unto the said City of Aliami and its successors, for
municipal purposes only, forever, provided, that this conveyance
shall in no way extinguish or effect any lavrfpl lien or trust deed
mortgaging riparian rights Which may conflict with the above
conveyance, or any prior or present existing rights of any party
or parties, owning or having an equity in lands or bottoms
adjacent to the tract hereby conveyed, and this conveyance is
made e7presely subject to such provisions-.
SAVING AND RESERVING unto the Trustees of the Internal
Improvement Fund of Florida, and their successors, an undivided
three-fDllrt:ls interest in and title in and. to an undivided
three-fourths interest in all the phosphate, minerals and metals
that are or may be in, on or under the said above described lands,
and an undivided one-half interest in and title in and to an
undivided one-half interest in all the petroleum that is or may
be. in or under the said above described land, with the privilege
to mine and develop the same,
IN ViITIFHSS )vHEREOF, The Trustees of the Internal Improve-
ment Fund of the State of Florida have hereunto subscribed their
id p1 p1a'250
names and affixed theiz' seats, and !have caused the seal of the
DEPART1,1ERTT OF AGRICJI,TTJP OF TM: ST -ATE OF F'LOnIDA, to be. hereunto
e.f fi:_ed, at the Capitol, in the City of T'all.ahassee, on this
111/
the day of . July, n, T;. Nineteen Hundred. and. Twenty -
Mine.
�'✓,,�* � �J�',�''9''� BE
)
GOITERIfOR
r—,
, (SEAL)
CO APTROLLE .
t. —j-� (SLAL )
TREASURER.
(SEAL) .
AT T 07a1ZLY - GE IlEFLAL.
C Mif I SS i UITE QF' k\L Ti7RE . '
I. 1; l,li�9'I11C1:h1:\\'.C'd.,da;; i'.Iht:) d'i't'117)i'I
) 1,\. p hg; f y,ky `\>'!��'_ 5i•h v>j., i l 1.�
EXHIBIT D
INSURANCE
Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability Each Occurrence: $ 1,000,000
General Aggregate Limit: $ 2,000,000
Products/Completed Operations: $ 1,000,000
Personal and Advertising Injury: $ 1,000,000
Damage to Rented Premises: $ 100,000
B. Endorsements Required
City of Miami included as an Additional Insured
Employees included as insured
Independent Contractors Coverage
11. All Risk Property Insurance
A. Limits of Liability
100% replacement cost of improvements, fixtures, equipment, furniture and all
other personal property in and about the Areas.
Loss or damage by fire, windstorm
B. Endorsements Required
Extended coverage
Vandalism
Malicious Mischief
Flood and special coverage
This requirement may be waived provided that Licensee executes a full release holding the City harmless
for any damages incurred by Licensee due to the above mentioned causes as defined in a standard All
Risk policy.
III. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned, Hired and Non Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
26
IV. Worker's Compensation
Limits of Liability
Statutory -State of Florida
VI. Employer's Liability
Limits of Liability
$100,000 for bodily injury caused by an accident, each accident.
$100,000 for bodily injury caused by disease, each employee
$500,000 for bodily injury caused by disease, policy limit
V. Building and Business Personal Property
A. Causes of Loss: Special
B. Valuation: Replacement Cost
C. Business Interruption including Extra Expense
Companies authorized to do business in the State of Florida, with the following qualifications, shall issue
all insurance policies required above.
The City's Department of Risk Management, reserves the right to reasonably amend the
insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide
any other insurance or security reasonably required by the City.
The policy or policies of insurance required shall be so written that the policy or policies may
not be canceled or materially changed without thirty (30) days advance written notice to the City.
Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2
Avenue, 9th Floor, Miami, Florida 33130, with copy to City of Miami, Department of Public Facilities,
444 SW 2 Avenue, 3rd Floor, Miami, Florida 33130, or such other address that may be designated
from time to time.
The company must be rated no less than "A" as to management, and no less than "Class V" as
to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are
subject to review and verification by Risk Management prior to insurance approval.
Current evidence and policy of insurance evidencing the aforesaid required insurance coverage
shall be supplied to the City of Miami, Department of Public Facilities /Asset Management Division
at the execution of this Agreement and a new evidence and policy shall be supplied at least twenty
(20) days prior to the expiration of each policy period.
Receipt of any documentation of insurance by the City or by any of its representatives, which
indicates less coverage than required does not constitute a waiver of the Licensee's obligation to
fulfill the insurance requirements herein. In the event Licensee shall fail to procure and place such
insurance, the City may, but shall not be obligated to, procure and place same, in which event the
amount of the premium paid shall be paid by Licensee to the City as an additional fee upon demand
and shall in each instance be collectible on the first day of the month or any subsequent month
27
following the date of payment by the City. Licensee's failure to procure insurance shall in no way
release Licensee from its obligations and responsibilities as provided herein.
M