HomeMy WebLinkAboutExhibit 5EXHIBIT B
1. Definitions
A. "Department" shall mean the City of Miami Department of Parks and
Recreation.
B. "Licensee" shall mean the following entities:
Miami Overseas Chinese Association ("Dragonboats")
Miami Rowing and Watersports Center, Inc. ("MRWC")
Swim Gym Aquatics, Inc. ("Swim Gym")
C. The "Term Year" is from October 1 to the following September 30 of any
given year the Revocable License Agreement is effective.
2. Services and Use Areas
A. Basic Services. Licensee hereby acknowledges that the following are the
Basic Services provided by each Licensee currently authorized to operate at the
Property:
Dragonboats
• Provides dragonboat paddling activities weekends from
approximately 9:00 AM - 2:00 PM and Tuesdays and Thursdays
from 5:00 PM — 8:00 PM.
ii. MRWC
• Provides masters and similar rowing, kayaking and
paddling activities at this facility weekdays from approximately
5:00 AM — 8:30 AM and from approximately 4:30 PM — 7:30 PM
and on weekends from 6:00 AM to 11:00 AM.
• Provides outrigger canoe paddling outside the basin
Wednesdays from approximately 5:30 PM — 7:30 PM and
weekends from 8:00 AM — 12:00 PM.
• Provides youth rowing including use of weight room and
rowing (ergonomic) machines during the months of September to
June on weekdays from approximately 3:30 PM — 7:30 PM and on
weekends from 8:00 AM -- 12:00 PM.
• Provides youth rowing for the months of June, July and
August on weekdays from approximately 8:00 AM — 12:00 PM,
Swim Gym, MRWC and the Department shall review this
program's operations every two weeks to ensure they remain
compatible and that strict supervision is provided as set forth
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herein. The Department shall have the right to make programmatic
changes in the event Swim Gym's summer camp and MRWC
youth program develop operational conflicts which could include,
but is not limited to, restructuring hours of operation, requiring
additional supervision or canceling the program.
iii. Swim Gym
• Provides a summer camp program including aftercare
during the months of May, June, July, and August
weekdays from approximately 8:00 AM — 5:30 PM.
• Provides adult swimming classes and Learn to Swim
program throughout the Term Year.
• Provides sailing, kayaking and or other non -motorized
watercraft activities so long as said activities are
coordinated with MRWC's activities and do not interfere
with their rowing activities.
Any programming conflicts resulting from the Basic Services provided above
shall be resolved by the Director in his or her sole discretion.
B. Additional Services
Each Licensee may from time to time utilize the Property for "Additional
Services" upon the expressed written approval of the Department. An Additional
Service is hereby defined as a program or service that is consistent with the
Permitted Uses more fully set forth in the respective Licensee's Revocable
License Agreement with the City and which Additional Service is offered on a
routine or continuing basis, i.e. not a one-time event or Special Event.
C. Special Events
The Department shall have the sole authority, discretion and responsibility
for authorizing Special Events and the related permit at the Property, the
collection of fees in connection therewith, and establishing permittee liability
insurance requirements to utilize the Property for a Special Event. Any inquiries
made from outside parties to the Licensees for a Special Event should be referred
to the Department. In the event the City issues a permit to a non -Licensee
permittee, the City shall have the sole responsibility to clean or cause to be
cleaned the Property and repair any damages resulting from the Special Event.
For purposes of this Agreement, the term "Special Events" as it relates to
Licensees shall mean activities at the Property, which exceed the scope of the
regular program activities, especially, but not in anyway limited to events which
involve a charge to the membership or public. If a Licensee elects to have a
Special Event, it shall, at its sole cost and expense, obtain the prior written
approval of the Department, obtain all applicable permits and pay any and all
other costs associated with the issuance of any permits including, but not limited
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to, the cost of additional insurance, off -duty police, fire -rescue services and
cleanup related to the Special Event.
D. Use Areas
i. Each Licensee shall have the nonexclusive right (in common with
other occupants of the Property) to use the common areas of the Property,
for the purposes intended, subject to such rules and regulations as City
may establish from time to time.
u. The use areas set forth below are for the purpose of prioritizing the
use of space at the Property. Notwithstanding, any Licensee shall have the
right to use other portions of the Property not specifically identified below
subject to its availability and with the Department's authorization and for
the limited purpose of providing its Permitted Use as defined in its
respective License Agreement with the City. Licensees shall keep clear
these common areas clear of clutter.
(a) Dragonboats shall have the right to store four (4)
dragonboats on the ground level of the boathouse in the area depicted in
Attachment A.
(b) Dragonboats shall have the right to exterior storage for
additional dragonboats in location depicted in Attachment B, subject to
maintaining a through -fare to the water in the boatyard area.
(c) Dragonboats shall have the right to additional exterior
storage in such other locations that may be available as determined by the
Department, in its sole discretion.
(d) Dragonboats shall have the right to use other areas of the
Property subject to availability and with the Department's authorization.
(e) MRWC shall have the right to store its rowing and paddling
vessels within the remainder of the boathouse.
(f) MRWC shall have the right to exterior storage of vessels in
the area depicted in Attachment B, subject to maintaining a through -fare to
the water in the boatyard area.
(g) MRWC shall have the right to use the maintenance/repair
area as depicted in Attachment B.
(h) MRWC shall have the right to locate one storage trailer in
the area depicted in Attachment B and conditioned on the trailer having all
its required permits.
(i) MRWC shall ensure that it launches its vessels during the
months of May, June, July, and August at times not in conflict with Swim
Gym who will be launching safety and chase vessels and rotating activities
on the hour and each half hour. In the event that both licensees are
launching vessels at the same time (as for instance in the mornings during
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summer rowing camp sessions), the two groups shall share the launch
space cooperatively, making room for each other's uses.
(j) MRWC shall have the right to use the weight/ergometer
room during the Term, provided that during the months of May through
August Swim Gym shall have use of said room when not in use by
MRWC in its summer rowing camp.
(k) MRWC shall have the right to utilize the Property to
conduct its annual Miami International Regatta, the Sunshine State
Games, the Cystic Fibrosis Kayak Challenge, the South Florida Rowing
Championships, and their Blue Blazer Night, as listed with the City of
Miami Special Events Committee which shall include set-up and
dismantling time on the day before and day after.
(1) MRWC, Dragonboats, and Swim Gym shall all provide
strict supervision of their respective program participants and shall repair,
at their sole cost, any damage caused by their respective officers,
employees, participants, invitees and guests.
(m) Swim Gym shall have the right to use the swimming pool
throughout the Term, provided, however, that Swim Gym shall make
every effort to accommodate requests during the Term for use of the pool
by MRWC and Dragonboats by allotting the use of one lane of said pool.
Swim Gym shall have the right to operate one above -ground pool
throughout the term, as depicted in Attachment B.
(n) Swim Gym shall have the right to use the warming station,
meeting room, boatyard, and exterior play areas as depicted in
Attachments B and C during the period of May, June, July, and August of
the Term Year. Notwithstanding same, Swim Gyrn may enter the
Property during the Term for the purpose of showing the premises,
employee training and meetings, emergency shelter of summer camp
participants in case of lightning storms, set-up and dismantling of
equipment and site preparation and cleanup in connection with its summer
camp program provided such work is done in such a manner to minimize
interference to other programming at the Property.
(o) Swim Gym shall have the right to use the weight room
weekdays during May, June, July, and August, provided that MRWC and
Swim Gym coordinate use of said room so as to avoid conflict in its use.
(p) Swim Gym and MRWC shall be allowed to use the office
throughout the Term until such time that the trailers are supplied to
Licensees, as provided for in section 4(G) below.
(q) Swim Gym shall have the right to use the reception area
during the months of June and July. MRWC and Swim Gym shall share
the reception area during the months of April, May, August and
September. Dragonboats shall provide the City with advance notice for
any occasion it may need to use the reception area.
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(r) Swim Gym shall have the right to conduct bay activities
including, but not limited to, swimming, and water polo during the months
of May, June, July and August.
(s) Swim Gym shall coordinate all their safety and chase
vessel activities in the bay so as not to conflict with the rowing and
paddling programs of MRWC and Dragonboats set forth above.
(t) Swim Gym shall have the right to place a storage cabinet
approximately 4' width x 4' depth x 6' height outside the weight room and
additional refrigeration equipment in the warming station area.
(u) Swim Gym shall have the right to place lockers for its
employees use in the area outside the weight room during the Term.
(v) Swim Gym shall provide strict supervision of its program
participants and shall repair, at its sole cost, any damage caused by Swim
Gym, its officers, employees, participants, invitees, and guests. The
responsibility of strict supervision shall be particularly observed during
emergency use of boathouse by participants during lightning storms,
preventing children from hanging off of boat racks.
(w) Swim Gym shall have the right to use the meeting room
and such other areas of the Property as may be necessary in May and June
in connection with training and employee orientation and preparation in
connection with its summer camp program.
(x) Swim Gym shall have the non-exclusive right to use such
areas of the Marine Stadium parking lot not being utilized by others, at no
additional cost, for parking on the first day of each camp session during
the months of May, June, July and August.
(y) All Licensees shall work cooperatively to schedule and
provide a program of activities, at their respective sole cost, during the
summer and in cooperation with the Department for their designated
Miami city youth participants. The City will provide transportation for
such participants.
(z) The City of Miami reserves the right to use the Property, at
no cost, during the Tenn provided that such use shall be done in such a
manner as to minimize any interference with approved programs of the
respective Licensees. The City shall make every effort to provide advance
notice to the Licensees.
E, General Meetings and Events
All Licensees shall have the right throughout the Term to use the meeting
room in connection with its Permitted Use, subject to its availability. Each
Licensee shall coordinate said use with the Department, providing sufficient
advance notice to its representative. Each Licensee shall clean the meeting room,
common areas, and other areas it may have used at the conclusion of its activities.
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Failure to clean the area may result in the revocation of this privilege at the sole
discretion of the Department.
3. Licensee's Duties and Responsibilities
During the Term, each Licensee, at its sole cost and expense, shall perform and
oversee all tasks related to the provision of its programs, including, but not limited to, the
following:
i) be responsible for the provision, installation, repair, maintenance and
replacement of ali equipment necessary for its programs;
ii) provide adequate personnel to provide quality service at all times. The
City shall notify Licensee of any employees of Licensee that are not
deemed to be performing in the best interest of the City;
iii) upon conclusion of its activities, clean the Property and secure any
movable equipment in the designated storage areas;
iv) provide security as is required for similar facilities for its Permitted
Uses;
v) insure that all appropriate equipment and lights have been turned off
and appropriate doors locked at the close of operation within the
Property each day;
vi) assume all operating costs, except as provided herein, retain all
receipts and be responsible for payment of all labor, operating supplies
and all other general administration expenses related to its Permitted
Uses;
vii) at all times during the Term continuously conduct operations in the
Property in accordance with the terms of this Agreement, except where
the Property is rendered unusable by reason of fire or other casualty;
viii) be responsible for compliance of any applicable laws to operate the
business and to provide copies of the operational licenses, permits and
required inspection certificates to the City upon request;
ix) pay all federal, state and local taxes, which may be assessed against its
operations, equipment, or merchandise while in or upon the Property.
4. Maintenance and Utilities
A. Utilities:
In consideration of their shared use of the Property, the Licensees agree
and acknowledge that the expenses for water and electric utilities will be paid to
the City on a monthly reimbursement basis in the following pro -rations::
Water Electric
Swim Gym 60% 45%
MRWC 20% 35%
City 10% 10°/a
Dragonboats 10% 10%
TOTAL 100% 100%
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B. The respective monthly amounts obligated by sub -part (A) of this section
shall be paid on a to City on a reimbursement basis and shall be based on the
average of the prior Tenn Year's water and electric utility charges incurred by the
City. The obligation of each Licensee to reimburse the City its respective share of
utilities shall commence when the Revocable License Agreement of this Exhibit
B is fully executed. The City shall reassess annually the prorated percentage
payable by each organization and shall make any necessary adjustments necessary
beginning on October 1 in any given Term Year.
C. Janitorial Services:
Swim Gym shall provide litter control and janitorial services
including the provision of supplies, minor plumbing tasks such as
un-clogging sinks and toilets for the months of May, June, July,
and August during the license term. MRWC shall provide these
same janitorial services for the remaining months of the Term
Year. Dragonboats, for its part, shall pay a monthly fee of $100
fee to the group which has the responsibility of janitorial services.
[Each organization shall provide clean-up and janitorial services
immediately after their own Special Events and/or provide for such
clean-up and janitorial services through the Department of Parks
and Recreation, irrespective of the date the event occurs.
ii. Except for the janitorial services above, the Department shall
provide all routine maintenance and repairs to the building,
including all plumbing, electrical, heating, and air conditioning
systems and equipment, all doors, floor coverings, interior walls,
ceilings, decoration (e.g., carpeting, painting, wall coverings,
drapes and other window treatments, etc.), and all fixtures and
equipment therein throughout the Term, unless such maintenance
and/or repair becomes necessary due to the misuse, act, neglect,
fault or omission of a Licensee, its employees, agents, customers,
licensees, or invitees in or about the Property, in which case the
respective Licensee shall bear the sole cost and expense of the
repair.
D. Prior to the start of Swim Gym's summer camp, MRWC, Swim Gym and
the Department shall perform a walk-thru of the Property noting the condition of
the premises. At the expiration of summer camp, Swim Gym, at its sole cost, shall
repair any damage to the Property caused by summer camp use and the parties
shall conduct a walk-thru of the property to ensure all repairs have been made.
E. In the event the MRWC, Swim Gym or Dragonboats respective license
agreement is cancelled for any reason during the Term, the expenses set forth
above shall become the responsibility of the remaining licensees and the City
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based on a prorated basis to be negotiated at that time and approved by the
Director.
F. The City shall provide office space to each Licensee. It is currently
proposed that a temporary on -site trailer shall be used for this purpose. In lieu of
temporary trailer, Licensees shall be provided office/desk space access inside
existing building on Property. Each Licensee shall be responsible for their own
phone lines, copies, etc inside their trailer, and keeping clean their portion of the
trailer. In the event this Agreement is renewed, the City Manager shall have the
right to amend this Agreement to provide for the reimbursement to the City for
such costs associated with the use of the trailers. Any future use of designated
office space by the respective Licensees may be added to this Exhibit B as an
addendum, if necessary.
G. Swim Gym shall provide swimming pool maintenance and cleaning
throughout the Term. Neither the City nor Swim Gym shall be required to make
any repairs to the swimming pool. In the event the swimming pool becomes
unusable, the City Manager and Swim Gym shall have the right to either cancel
the Agreement or modify the Agreement to eliminate Swim Gym's use and
maintenance obligations related to the swimming pool.
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