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REVOCABLE LICENSE AGREEMENT
ISSUED BY THE
CITY OF MIAMI
TO
MIAMI ROWING AND WATERSPORTS CENTER, INC.
FOR THE OCCUPANCY OF THE PROPERTY
LOCATED AT 3601 RICKENBACKER CAUSEWAY
MIAMI, FLORIDA
TABLE OF CONTENTS
PAGE
1. Recitals. 1
2. Definitions. 1
3. This Agreement Confers No Exclusive Possession of the Property 3
4. Permitted Uses 3
5. Program Operators 4
6. Manner of Property Use. 5
7. Term. 5
8. Automatic Termination. 5
9. Cancellation by Request of Either of the Parties Without Cause. 5
10. This License Agreement is Not Assignable. 6
11. Use Fee. 6
12. Prior -Year's Percentage Fees. 6
13. Additional Percentage Fee. 7
14. Financials. 9
15. Returned Check Fee. 10
16. Late Payments. 10
17. Security Deposit.. 11
18. Taxes 12
19. Condition of the Property and Maintenance. 12
20. Alterations, Additions or Replacements. 12
21. Construction Liens 13
22. Licenses, Authorizations and Permits 13
23. No Liability. 14
24. No Claim to Assets or Rights of Licensee. 14
25. Compliance With Laws. 14
26. Additional Expenses 15
27. Indemmnity, and Hold Harmless 15
28. Insurance. 16
29. Safety. 17
30. Americans With Disability Act. 18
31. City Access To Property. 18
32. Public Records 18
33. Nondiscrimination 19
34. No Discrimination in Hiring. 19
35. Conflict of Interest. 19
36. Waiver of Jury Trial; Attorney's Fees 20
37. Notices. 20
38. Advertising 21
39. Waiver. 21
40. Ownership Of Improvements. 22
41. Surrender Of Property. 22
42. Compliance with Environmental Laws 23
43. Invalidity. 23
44. Time of Essence. 23
45. No Interpretation Against Draftsmen. 23
46. Further Acts. 23
47. Litigation 23
48. Third Party Beneficiary. 24
49. No Partnership. 24
50. Amendments and Modifications. 24
51. Miscellaneous 24
52. Entire Agreement. 24
53. Radon Gas 24
54. Authority 25
Exhibit A: Property
Exhibit B: Manner of Property Use
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REVOCABLE LICENSE AGREEMENT
This revocable license agreement ("Agreement") is entered this day of , 2011,
(but is effective as of the Effective Date as hereinafter defined) by and between the City of Miami, a
municipal corporation of the State of Florida (the "City"), and Miami Rowing and Watersports Center,
Inc. ("Licensee"), a nonprofit organization under the laws of the State of Florida.
RECITALS
WHEREAS, the City and Licensee desire and intend to enter into a revocable license
agreement; 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 and listed permitted
uses and does not permit anything further; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties
hereby agree as follows:
1. Recitals.
The foregoing recitals are hereby incorporated and made a part of this Agreement.
2. Definitions.
a) "Additional Percentage Fee" is 12% of Gross Revenues from Licensee's operations, which
includes those operations by Program Operators that enter into agreements with Licensee
to provide the activities outlined in Section 4 of this Agreement.
b) "City Manager" is the City Manager for the City of Miami.
c) "City -sponsored Event" shall mean an event sponsored by the City on the Property.
d) "City's Use Fee" is the monthly fee that Licensee pays to the City, as the case may be, for the
use of the Property.
e) "Director" shall mean the Director of the Department of Parks and Recreation for the City
of Miami.
f) "Effective Date" shall be October 1, 2010.
g) "Environmental 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.
h) "Permitted Uses" means Licensee shall occupy and use the Property primarily for water
recreational and educational opportunities as more particularly described in Section 4.
i) "Program Operators" shall be other entities that provide activities at the Property pursuant
to an agreement with Licensee to provide activities and services as permitted pursuant to
Section 4 entitled "Permitted Uses". The City shall not be included in the definition of
"Program Operator".
j) "Property" shall mean 149,700 square feet or 3.44 acres of City -owned real property,
located at 3601 Rickenbacker Causeway, Miami, Florida, as more particularly shown and
described in the survey found in Exhibit "A" and Exhibit "B" attached hereto and made a
part hereof.
k) "Special Event" shall mean activities at the Property which exceed the scope of the regular
program activities conducted at the Property and outlined in Section 4 and Exhibit B of this
Agreement.
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3. This Agreement Confers No Exclusive Possession of the Property.
This Agreement confers no exclusive possession of the Property. The Licensee cannot exclude
the City from the Property.
This Agreement solely authorizes Licensee to the temporary use of the Property for the limited
purposes set forth herein and for no other purpose. The parties hereby agree that the provisions of this
Agreement do not constitute a lease. 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 Property and to use the
Property, subject to the terms of this Agreement. The City retains dominion, possession and control of
the Property. Therefore, no lease interest in the 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 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 Property by virtue of any expenditure of funds by the Licensee for
improvements, construction, repairs, partitions, or alterations to the Property which may be authorized
by the City.
4. Permitted Uses.
Subject to existing zoning and other governmental restrictions and the issuance of this
Agreement, this Agreement authorizes the Licensee to occupy and use the Property primarily for public
water recreational and educational activities, which activities may include rowing, kayaking, paddling,
group and individual instruction, lectures, clinics, classes, camps, together with associated ancillary uses,
and for no other purpose whatsoever (the "Permitted Use"). Receptions, conferences, meetings,
socials, and any other Special Events being held at or around the Property will be permitted via parks
use permit only. The use of jet skis and motorized vessels is strictly prohibited (The only exception is
when a motorized vehicle (non -jet ski) is used as safety boat to accompany kayaks, rowing sculls, or
sailboats that are part of these Permitted Uses). No other uses except those provided for in this Section
are allowed. Youth (non -adult) residents of the City of Miami shall not be required to obtain a
membership in order to participate in the rowing program and other programs.
Licensee shall ensure that the Property and all of Licensee's activities thereon, or resulting from,
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in connection with or relating to Licensee's use of the Property, shall be available to all segments of the
community including the physically disabled and financially disadvantaged. Licensee shall operate,
manage, supervise and administer activities during its use of the Property as an independent contractor
and not as an employee of the City. Licensee may request written consent from the Director to use the
Property for any other use, but shall not be authorized to use the Property for that use until Licensee
has received the written consent of the Director, which consent may be conditioned or withheld in the
Director's sole discretion.
The sale, distribution and/or consumption of alcoholic beverages at the Property is prohibited
unless specifically authorized in writing in advance of the event by the Director in connection with a
Special Event and provided that Licensee obtains all required permits, complies with all laws and codes,
and provides insurance coverage for liquor liability in a form acceptable to the City and in an amount not
less than $2,000,000 per occurrence.
Licensee shall be authorized to operate concession sales subject to application and approval by
the Director whose approval may be conditioned or withheld in his sole discretion; Concession sales may
only be authorized during the specific days and hours the licensee operates its programs.
The use of the Property by Licensee shall be conditioned upon approval or a waiver of use by the
State of Florida Department of Environmental Protection (DEP) to the City. The City shall promptly give
notice to Licensee in the event the waiver is terminated by DEP for said use of the Property. In the
event DEP charges the City a state fee for said use, either party may terminate this agreement with
thirty (30) days prior written notice in accordance with Section 9 of the Agreement.
5. Program Operators.
Licensee shall be solely responsible for all of its activities during its use at the Property. The
Licensee shall be allowed to enter into professional services agreements with Program Operators that
wish to provide the activities set forth in Section 4, subject to obtaining the prior written approval of the
Director, which approval may be conditioned or withheld in his sole discretion. Licensee's agreements
with Program Operators shall include a provision that Program Operators shall comply with the terms
and conditions of this Agreement including, but not limited to, the requirement to pay the Percentage
Fees in accordance with Section 13 herein and obtain required insurance in accordance with Section 28.
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6. Manner of Property Use.
Licensee's use of the Property is nonexclusive and Licensee acknowledges that other users may
use the Property and shall not conflict with other Property users. Licensee acknowledges and agrees to
abide by the terms and obligations as set forth in Exhibit "B" attached hereto and made a part hereof,
related to the services to be provided, manner of operation, use areas, and maintenance and utility
obligations.
7. Term.
This Agreement is revocable -at -will by the City. Unless this Agreement is revoked or terminated
as provided in this Agreement, this Agreement shall commence upon the Effective Date and shall expire
automatically on September 30, 2015. Provided Licensee is not in violation of the Agreement, Licensee
is hereby granted the option to extend this Agreement for one (1) additional five-year (5) renewal
option period, upon expiration of the initial License term period under the same terms and conditions of
the initial Agreement term upon the mutual consent of both parties. Licensee shall request such
renewal in writing no later than ninety (90) days prior to the expiration. Renewal of this Agreement is
subject to approval by the City of Miami Commission..
8. Automatic Termination.
Licensee and its Program Operators, agree to abide by each and every term and condition of this
Agreement. If Licensee violates the terms, restrictions or conditions of this Agreement, then the City
may give it ten (10) days written notice within which to cease such violation or correct such deficiencies.
Upon Licensee's failure to do so, this Agreement shall be automatically canceled without the need for
further action by the City. Notwithstanding this provision or any other provision in this Agreement, this
License extended to the Licensee is revocable -at -will by the City, through its City Manager, without the
consent of the Licensee.
9. Cancellation by Request of Either of the Parties Without Cause.
Either party may cancel this Agreement at any time with thirty (30) days prior written notice to
the non -cancelling party.
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10. This License Agreement is Not Assignable.
Licensee shall not sell, assign this Agreement, or any part thereof to any other party. The
License granted by this Agreement is personal to the Licensee. Any assignment sale or transfer of this
Agreement contrary to the foregoing provision, whether voluntary or involuntary, shall be void and shall
confer no right upon such assignee, shall constitute a violation under this Agreement, and shall result in
an immediate forfeiture of the rights of Licensee hereunder.
11. Use Fee.
Commencing on the Effective Date of this Agreement, and on the first day of each month
thereafter during the term of the Agreement, Licensee shall pay to the City a monthly Use Fee of Two
Thousand Dollars ($2,000.00), plus State of Florida State Use Tax, if applicable, for the license to use the
City's Property. On October 1, 2015, Licensee's Use Fee shall be increased to Two Thousand Five
Hundred Dollars ($2,500.00). The Use Fee shall be due each month without notice or demand.
Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W. 2nd Avenue, 6th
Floor, Finance Department, Attention: Treasury Management/Receipts, Miami, Florida 33130, or such
other address as may be designated from time to time from the City Manager. Licensee shall be
responsible for any cost associated with its programs operated on the Property, including but not
limited to, security, equipment, and insurance during its operating hours.
12. Prior -Years' Percentage Fees.
The City asserts a claim against Licensee for outstanding percentage fees, currently past due, in
a total amount of Thirty-five Thousand Six Hundred Fifty and 22/100 Dollars ($35,650.22), for Licensee's
Fiscal Years 2007, 2008, and 2009 ("Past Due Fees"). Licensee denies any liability in connection with the
alleged claim. Both the City and the Licensee wish to reach a full and final resolution of all matters
arising out of this claim. This resolution is a material inducement for the City and the Licensee to enter
into this Agreement.
12.1 Payment. Licensee covenants to pay to the City, on the first day of each month
commencing June 1, 2011 for a period of fifty-two (52) months, a monthly payment equal to Five
Hundred Ninety-four and 17/100 Dollars ($594.17), for prior -years' percentage fees ("Monthly
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Payments").
12.2 Delayed approval. Should the approval of this Agreement by City Commission
occur after June 1, 2011, the Monthly Payments shall commence on the first day of the month
immediately following City Commission approval, and shall continue until September 30, 2015.
12.3 Payment Shortfall. There is, contemplated, a shortfall of Four Thousand Seven
Hundred Fifty-three and 36/100 Dollars ($4,753.36) between the Past Due Fees and the Monthly
Payments ("Payment Shortfall"), which represents eight (8) monthly payments of Five Hundred Ninety-
four and 17/100 Dollars ($594.17) for the period beginning October 2010 and ending May 2011. Prior to
the exercise of the first option to renew this Agreement, Licensee covenants to pay to the City a lump -
sum payment equal to the Payment Shortfall. Should, however, the Monthly Payments be subject to
delayed City Commission approval, as described in Section 12.2, the Payment Shortfall shall be adjusted
to equal the difference, then existing, between the Past Due Fees and total Monthly Payments.
For example: if this Agreement is approved in July 2011, the Monthly Payments shall commence on
August 1, 2011, with the last payment due September 1, 2015 (fifty Monthly Payments) for a total of
Twenty-nine Thousand Seven Hundred Eight and 52/100 Dollars ($29,708.50). The Payment Shortfall
now equals Five Thousand Nine Hundred Forty-one and 70/100 Dollars ($5,941.70), i.e. the difference
between the Past Due Fees and the total Monthly Payments.
13. Additional Percentage Fee.
In addition to the payment of the Use Fee as provided for in Section 11, commencing on the
Effective Date, Licensee and each Program Operator, if applicable, shall pay monthly to the City a fee in
the amount of twelve percent (12%) of their respective Gross Revenues derived from their respective
use of the Property, plus State of Florida Use taxes, if applicable (hereinafter "Additional Percentage
Fee"). On or before the thirtieth (30th) day following the end of each month, Licensee shall remit its
and the Program Operator's Additional Percentage Fees to the City. If the Licensee exercises its option
to renew, the Additional Percentage Fee shall be increased to thirteen percent (13%) for the renewal
period.
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For purposes of this Agreement, the term "Gross Revenues" shall include the following revenue
received by Licensee:
a) all revenue from services, program fees and membership dues;
b) all revenue derived from advertising and sponsorships conducted on the Property;
c) all revenue from concession sales;
d) all other receipts whatsoever of all business conducted in or from the Property;
e) all revenue from sales and services generated on or from the Property;
f) all revenue received by Licensee or any business entity or venture which has
involvement of Licensee's principals, in connection with the use of the Property, any
facility thereon, or any portion thereof for any period of time, including without
limitation, special events, regattas, or tournaments, held on the Property, or at Marine
Stadium;
g) all grants, subsidies, rebates, credits or similar benefits received from any federal, state,
regional or local body, agency, authority, department or organization which revenues
are unrestricted or are to be used for general operating expenses.
h) all donations and contributions received which revenues are unrestricted or are to be
used for general operating expenses.
No deduction shall be allowed for direct or indirect discounts, unless generally offered to
employees or the public on a uniform basis.
Gross Revenues shall not include the following:
a) any amount of any sales, use or gross sales tax imposed by any federal, state or
governmental authority directly on sales and collected from customers, provided that
the amount is added to the selling price therein and paid by the Licensee to such
governmental authority;
b) collection of insurance proceeds;
c) monies collected for events that are done for charities wherein the total amount
collected is paid to the charitable sponsor or not -for -profit organizations;
d) all gratuities paid to employees;
e) any grants, subsidies, credits or similar benefits received from any federal, state,
regional or local body, agency, authority, department or organization which revenues
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are restricted or for capital expenditures to the Property;
f) any donations or contributions which revenues are restricted for capital expenditures,
including capital improvements for boats and equipment, as approved by the City, to
the Property;
Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be recognized in the
period the service was provided or sale took place. Payments received in advance are deferred and are
recognized as revenue in the period the service is rendered or sale takes place. Grants shall be recorded
as income during the period designated by the grants or when the Licensee has incurred expenditures in
compliance with the restrictions of the grantor. If a sale is by credit card no deduction shall be allowed
for any commission associated with such sale.
Gross Revenues shall be reduced by the amount of any refund made upon any sale in or from the
Property, provided said amounts had been previously included in "Gross Revenue," not to exceed the
sum so previously included, where the merchandise sold is thereafter returned by the purchaser and
accepted by the Licensee, and if such refund is in the form of a credit to customer, such credit shall be
included in Gross Revenues when used.
14. Financials.
Within ninety (90) days after the end of its fiscal year, Licensee shall deliver or cause to be
delivered to the City of Miami's Director, Department of Public Facilities, whose address is 444 S.W. 2nd
Avenue, 3rd Floor, Miami, FL 33130, an audited financial statement for the Licensee's and Program
Operators' fiscal year which includes the Licensee's and the Program Operator's gross revenues. Such
financial statement shall be prepared by Licensee's accountant, employed respectively at Licensee's and
the Program Operator's sole cost and expense. In the event Licensee or a Program Operator is unable to
timely submit the audited financial statement and provided Licensee and the Program Operator has
commenced and diligently pursued the completion of the audit, Licensee and the Program Operator
may request from the Director a thirty (30) day extension to complete the audit which request shall not
be unreasonably denied. Said accountant shall attest that such statement is prepared in accordance
with generally accepted accounting principles and practices and represents the Gross Revenues, other
revenues, if any, for the period indicated therein.
Notwithstanding the above and during the Term described in Section 7 of this Agreement and
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for a period expiring three (3) years after the expiration of the Term, at its option, the City may, at its
sole cost and expense, audit Licensee and the Program Operator's business affairs, records, files, sales
slips and sales tax records in connection with Licensee and the Program Operator's sales on, from or
related to the Property for the period covered by any financial statement, report or record furnished to
the City.
Licensee and its Program Operators shall allow the City or auditors of the City to inspect all or
any part of the source documents and records for the aforesaid monthly reports. Said inspection shall
be conducted at the sole discretion of the City. Records shall be available Monday through Friday,
inclusive, between the hours of 8:00 AM and 5:00 PM at the Licensee's address provided in Section 36 of
this Agreement. Copies requested by the City shall be furnished to the City at no cost.
15. Returned Check Fee.
In the event any check is returned to the City as uncollectible, the Licensee shall pay to the 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.
Such Returned Check Fee shall constitute additional fees due and payable to the City by
Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of such
Returned Check Fee by the City shall not, constitute a waiver of Licensee's violations with respect to
such overdue amount nor prevent the City from the pursuit of any remedy to which the City may
otherwise be entitled.
16. Late Payments.
Licensee hereby acknowledges that late payment by the Licensee to the City of the use fee,
percentage fee and other sums due hereunder will cause the City to incur costs not contemplated by
this Agreement, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any
installment of the use fee, percentage fee or any other sum due from Licensee shall not be received by
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the City within fifteen (15) days after the date on which such sum is due, Licensee shall pay to the City
a late charge equal to 5% of such overdue amount. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by
Licensee. Acceptance of such late charge by the City shall not constitute a waiver of the Licensee's
violation with respect to such overdue amount, nor prevent the City from exercising any of its other
rights and remedies granted hereunder or at law or in equity.
Any amount not paid to the City within fifteen (15) days after the date on which such amount
is due shall bear interest at the rate of 12% per annum from its due date. Payment of such interest
shall not excuse or cure any violation by Licensee under this Agreement.
17. Security Deposit
Notwithstanding anything to the contrary, the City shall retain the sum of Seven Hundred Fifty
Dollars ($750.00) from the Revocable License Agreement between the City and Licensee, dated April 27,
2007, as Security for this Agreement (the "Security").
If Licensee is in violation beyond any applicable notice or cure period, the City may use, apply
or retain all or any part of the Security 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 result of Licensee's violation. Should the City use, apply or retain all or any part of the
Security, Licensee shall reimburse the amount used, applied or retained within fifteen (15) days of the
City's application of the Security. The use, application or retention of the Security or any portion thereof
by the City shall not prevent the City from exercising any other right or remedy provided for under this
Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise.
Provided Licensee is not in violation of this Agreement, the Security or balance thereof, as the
case may be, shall be returned to Licensee after the expiration date or upon any later date after which
Licensee has vacated the Area in the same condition or better as existed on the Effective Date, ordinary
wear and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee, the City
shall be completely relieved of liability with respect to the Security. Licensee shall not be entitled to
receive any interest on the Security.
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18. Taxes.
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 that is reasonably acceptable to the City or other security
reasonably satisfactory to the City in an amount sufficient to pay one hundred percent of the contested
Assessment with all interest on it and costs and expenses, including reasonable attorneys' fees, to be
incurred in connection with it. Licensee agrees to pay such Assessments either in lump sum or on an
installment plan.
Failure of the Licensee to pay any Assessment or any installment payment thereof shall
constitute a violation under this Agreement.
19. Condition of the Property and Maintenance.
Licensee accepts the Property "as is", in its present condition and state of repair condition and
without any representation by or on behalf of the City, and agrees that the City shall, under no
circumstances, be liable for any latent, patent or other defects in the Property. Licensee shall provide all
maintenance to the Property in accordance with Exhibit "B", except roof and structural portions of the
building.
20. 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 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.
In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and
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shall immediately notify the City of such work.
21. Construction Liens.
The Licensee shall not knowingly suffer or permit any mechanics' liens to be filed against the
title to the Property by reason of work, labor, services or materials supplied to the Licensee or anyone
having a right to possession of the Property as a result of an agreement with or without the consent of
the Licensee. Nothing in this Agreement shall be construed as constituting the consent or request of
the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of any materials, for any specific work
on the Property nor as giving the Licensee the right, power or the City 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 City 's interest in the Property if any construction lien shall at any time be
filed against the Property, the Licensee shall cause it to be discharged of record within thirty (30) days
after the date that it has notice of its filing. Licensee shall not be required to pay or discharge any
construction lien within the thirty (30) day period, so long as Licensee shall in good faith proceed to
contest the lien by appropriate proceedings. It shall furnish reasonably satisfactory evidence that
funds are or will be available to pay 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 with it. If
Licensee does not 1) cause a mechanics' lien to be discharged of record within thirty (30) days after the
date Licensee has notice of the filing of a lien or 2) Licensee does not in good faith proceed to contest
the lien by appropriate proceedings within the thirty (30) day period, then Licensee shall be in violation
of the Agreement.
22. 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 public water recreational and educational activities.
Licensee shall be responsible for paying the cost of said applications and obtaining said licenses,
authorizations and permits.
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23. 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, the Program Operators,
their officers, agents, employees, invitees or patrons occurring in or about the 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 Property, or from
the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures of the Property, or from hurricane or any act of God or any act of
negligence of any user of the facilities or occupants of the Property or any person whomsoever whether
such damage or injury results from conditions arising upon the 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 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 Property.
24. No Claim to Assets or Rights of Licensee.
By entering into this Agreement, none of the parties are granted any assets, rights, titles or
interest to the other's assets, rights, title or interests, except as otherwise set forth in this Agreement.
25. Compliance With Laws.
Licensee and/or its authorized agents agree to comply with all applicable laws, codes (including,
but not limited to, the Florida Building Code as it may be amended), ordinances and regulations enacted
or promulgated by federal, state, county, and city government including the provisions of the Zoning
Ordinance, Charter and Code of the City. Licensee and/or its authorized agents shall also comply with
reasonable directives of the City Manager.
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26. Additional Expenses.
Under no circumstances will the City be liable for any costs or expenses incurred by Licensee
under this Agreement or as a result of its programs or related activities beyond those that are
specifically set forth in this Agreement.
27. Indemnity, and Hold Harmless.
This Licensee voluntarily, knowingly, and freely covenants and agrees to indemnify, defend ( at
its sole cost and expense) and hold harmless, the City , its officials, and employees from all liabilities,
suits, debts, actions, claims and causes of action for personal injury, wrongful death, property loss or
damage and other causes of action referenced in this section. It is a condition precedent to the
issuance of this License that the licensee assumes all civil liability for the licensee's acts, omissions or
commissions, and from all claims, suits or actions of any kind whatsoever arising out of or resulting from
the issuance of the license, location change, compliance with applicable laws or regulations, or the
operations or activities of the licensee and shall, further, hold the city, its officials and employees,
harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or
similar claims, injuries or damages arising or resulting from the permitted work, or the Licensee's use,
actions, omissions, undertakings and activities arising by virtue of this Agreement or those of Licensee's
officials, employees, invitees, guests, agents or representatives. This indemnity / hold harmless will
apply even if it is alleged that the City, its officials and/or employees were negligent, unless such injuries
or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the
part of the City, its officials and/or employees. The licensee shall insure that adequate safety
Precautions are in effect at all times during the term of the permit. This Section obliges the Licensee to
defend the City , its officials and employees through competent defense counsel the cost of which shall
be paid by the Licensee through administrative , litigation, and appellate proceedings. This required
indemnification and hold harmless shall survive the revocation or expiration of the revocable license
agreement and shall be included in the license agreement. The licensee voluntarily and knowingly
acknowledges that the granting of any such license is sufficient, independent and valuable consideration
for the giving of such indemnity, and hold harmless.
15
28. 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 following insurance coverage:
A. Commercial General liability insurance on a Commercial General Liability coverage form,
including premises operations, personal injury, products, and contractual liability coverage's against all
claims, demands or actions for bodily injury, personal injury, death or property damage occurring in or
about the Property with such limits as may be reasonably requested by the City from time to time but
not less than $1,000,000 combined single limit per occurrence, $2,000,000 aggregate limit for bodily
injury and property damage. The City shall be named as Additional Insured on the policy or policies of
insurance.
B. 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
a combined single limit of at least $500,000 for bodily injury and property damage. The requirements of
this provision will be waived upon submission of a written statement from Licensee that no automobiles
are used to conduct business.
C. Worker's Compensation in the form and amounts required by State law.
D. Combined Participant Medical Expense Payments ($25,000) and General Liability
($1,000,000).
E. Professional Liability Coverage with limits of at least $1,000,000 per claim, $1,000,000
aggregate.
F. "All Risk" property insurance against loss or damage by fire, windstorm, with such
endorsements for extended coverage, vandalism, malicious mischief, flood and special coverage,
insuring 100% of the replacement cost of Licensee's improvements, fixtures, equipment, furniture and
all other personal property in and about the Property.
G. 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.
H. 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
16
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.
A current evidence and policy of insurance evidencing the aforesaid required insurance
coverage shall be supplied to Department of Public Facilities of the City at the commencement of the
term of this Agreement and a new evidence and policy shall be supplied at least twenty (20) days prior
to the expiration of each such policy. Insurance policies required above shall be issued by companies
authorized to do business under the laws of the State, with the following qualifications as to
management and financial strength: the Licensee should be rated "A" as to management, and no less
than class "V" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide,
or the Licensee holds a valid Florida Certificate of Authority issued by the State of Florida, Department of
Insurance, and is a member of the Florida Guarantee Fund. Receipt of any documentation of insurance
by the City or by any of its representatives having less coverage than required does not constitute a
waiver of 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 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.
29. 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) 416-1700 to schedule the inspection(s).
17
30. 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.
31. City Access To Property.
The City and its authorized representative(s) shall have at all times access to the Property. The
City will maintain a complete set of keys to the Property. Licensee, at its sole cost and expense, may
duplicate or change key locks to the Property but not until first receiving written approval from the
Director for such work. In the event Licensee changes key locks as approved by the Director, Licensee,
at its sole cost and expense, must also provide to the 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 Property at any time to (a) inspect the 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, to prospective purchasers, Licensees or
others, 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 the City any liability of any kind whatsoever nor relieve the Licensee of
any responsibility, obligations or liability assumed under this Agreement.
32. Public Records.
18
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.
33. Nondiscrimination.
Licensee represents and warrants to the City that Licensee does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Licensee's use of
the Property on account of race, color, sex, religion, age, handicap, marital status or national origin.
34. No Discrimination in Hiring.
In the performance of this Agreement or any extension thereof, Licensee and/or its authorized
agents shall not discriminate 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.
35. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City (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 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 further 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.
19
36. Waiver of Jury Trial; Attorney's Fees.
The parties hereby knowingly, irrevocably, 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
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. In the event of any litigation
between the parties arising out of this Agreement, each party shall bear their own attorney's fees.
37. Notices.
All notices or other communications, which shall or may be given pursuant to this Agreement
shall be in writing and shall be delivered by hand, telecopy, or registered mail addressed to the other
party at the address indicated herein. Such notice shall be deemed given on the day on which hand
delivered; faxed or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever
is earlier.
If to City of Miami:
With a copy to:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
City Attorney
City of Miami
444 SW 2"d Avenue
Suite 945
Miami, Florida 33130
Department of Parks & Recreation
City of Miami
444 SW 2"d Avenue, 8th Floor
Miami, Florida 33130
Department of Public Facilities
City of Miami
444 SW 2"d Avenue, 3rd Floor
20
If to Licensee:
Miami, Florida 33130
Miami Rowing and Watersports Center, Inc.
Attention: President
3832 Shipping Avenue
Miami, Florida 33146
38. Advertising.
Licensee shall not permit any signs or advertising matter to be placed either in the interior or
upon the exterior of the Property without having first obtained the approval of the Director or his/her
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 Property. If any part of the Property is
in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole
cost and expense. Should Licensee fail to repair any damage caused to the Property within ten (10) days
after receipt of written notice from the City directing the required repairs, the City shall cause the
Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay the 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
Property an appropriate sign indicating City's having issued this Agreement.
39. 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
21
Agreement be changed or altered in any manner whatsoever other than by written agreement of the
City and Licensee.
40. Ownership Of Improvements.
As of the Effective Date and throughout the Term of this Agreement and any extension thereof,
Licensee agrees that all buildings and improvements constructed by Licensee on the Property shall not
be erected without prior approval of the City Manager and upon completion thereon shall be vested in
the City. Furthermore, title to all Alterations made in or to the Property, whether 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 Property.
41. Surrender Of Property.
Upon the expiration of this Agreement or in the event of cancellation pursuant to revocation,
"Cancellation By Request Of Either of the Parties Without Cause" or "Automatic Termination", or at the
expiration of the time limited by the notice, Licensee shall peacefully surrender the 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 Property. Upon surrender,
Licensee shall promptly remove all its personal property, trade fixtures and equipment and Licensee
shall repair any damage to the Property caused thereby. Should Licensee fail to repair any damage
caused to the Property within ten (10) days after receipt of written notice from the City directing the
required repairs, the City shall cause the Property to be repaired at the sole cost and expense of
Licensee. Licensee shall pay the City the full cost of such repairs within ten (10) days of receipt of an
invoice indicating the cost of such required repairs. At the City's option, the City may require Licensee
to restore the Property so that it shall be as it was on the Effective Date.
In the event Licensee fails to remove its personal property, equipment and fixtures from the
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 the City sees fit, all at Licensee's sole cost and
expense.
22
42. Compliance with Environmental Laws.
Licensee represents and warrants that during the term of this Agreement, it will not use or
employ the property, or any other City -owned property, to handle, transport, store or dispose of any
hazardous waste or substances and that it will not conduct any activity at the Property or other City -
owned property in violation of any applicable Environmental Laws.
43. 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.
44. 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.
45. 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.
46. 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.
47. 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
23
mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief.
48. 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.
49. No Partnership.
Nothing contained herein shall make, or be construed to make any party a principal, agent,
partner or joint venturer of the other.
50. 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. Renewal
or amendments to this Agreement is subject to approval by the City of Miami Commission.
51. Miscellaneous.
Title and paragraph headings are for convenient reference and are not a part of this Agreement.
52. Entire Agreement.
This Agreement represents the entire understanding between the parties hereto as to the
subject matter hereof, and supersedes all prior written oral negotiations, representations, warranties,
statements or agreements between the parties hereto as to the same. There are no promises, terms
and conditions, or obligations other than those contained herein, and no party has relied upon the
statements or promises of the representatives of any party hereto.
53. 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
24
information regarding radon and radon testing may be obtained from your county public health unit.
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.
25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers and hereunto duly authorized as of the date first above written.
ATTEST:
LICENSEE:
Miami Rowing and Watersports Center, Inc. a
nonprofit organization under the laws of the
State of Florida
By: By:
Signature Signature
Print Name Print Name
By:
Signature
Print Name
ATTEST:
Priscilla A. Thompson, CMC
City Clerk
(Corporate Seal)
CITY OF MIAMI,
a municipal corporation of the
State of Florida
Tony E. Crapp, Jr.
City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM
REQUIREMENTS: AND CORRECTNESS:
Calvin Ellis, Interim Director
Department of Risk Management
26
Julie O. Bru
City Attorney
Exhibit A
Property
27
Exhibit B
Manner of Property Use
28
REVOCAl LE LICENSE AGREEMENT
ISSUED BY HE
CITY OF MIAMI
TO
MIAMI ROWING'AND WATERSPORTS CEr't ER, INC.
FOR THE OCCUPANCY OF THE PROPE`TY
LOCATED AT 3601 RICKENBACKER CAUSE AY
MIAMI, FLORIDA
'RS
TABLE OF CONTENTS
1. Recitals.
• PAGE
1
2. Definitions 1
3. This Agreement Confers No Exclusive Possession of the Pro$ rty. 3
4. Permitted Uses f 3
5. Program Operators. 4
6. Manner of Property Use. 5
7. Term. 5
8. Automatic Termination 5
9. Cancellation by Request of Either of the Parties ithout Cause. 5
10. This License Agreement is Not Assignable 6
11. Use Fee. 6
12. Prior -Year's Percentage Fees. 6
13. Additional Percentage Fee. 7
14. Financials 9
15. Returned Check Fee 10
16. Late Payments. 10
17. Security Deposit 11
18, Taxes. 12
19. Condition of the Property and M lintenance 12
20, Alterations, Additions or Repla ments. • 12
21, Construction Liens. 13
22, Licenses, Authorizations and/ ermits. 13
23. No Liability / 14
24. No Claim to Assets or Rig is of Licensee. 14
25. Compliance With Laws. 14
26. Additional Expenses. 15
27. Indenznnity, and Hold armless 15
28. Insurance. 16
29. Safety. 17
30. Americans With D'sability Act. 18
31. City Access To Pr perty. 18
32. Public Records 19
33. Nondiscriminati n 19
34. No Discrimination in Hiring. 19
35. Conflict of Interest. 19
36. Waiver of Jury Trial; Attorney's Fees. 20
37. Notices 20
38. Advertising. 21
39. Waiver. '.)1
40. Ownership Of Improvements. 22
41. Surrender Of Property. 22
42. Compliance with Environmental Laws. 23
43. Invalidity. 23
44. Time of Essence. - 73
45. No Interpretation Against Draftsmen. yr'` 23
46. Further Acts. 23
47. Litigation. , 23
48. Third Party Beneficiary. / 24
49. No Partnership. ,Sf 24
50. Amendments and Modifications / 24
51. Miscellaneous. ! 24
�
52. Entire Agreement. / 24
53. Radon Gas. j24
54. Authority. ,1 25
Exhibit A: Property
Exhibit B: . Manner of Property Use
ii
REVOCABLE LICENSE AGREEMENT
This revocable license agreement ("Agreement") is entered this
ayof
, 2011,
(but is effective as of the Effective Date as hereinafter defined) by and beetrween the City of Miami, a
municipal corporation of the State of Florida (the "City"), and Miami Rouging and Watersports Center,
Inc. ("Licensee"), a nonprofit organization under the laws of the Statey Florida.
RECITALS
WHEREAS, the City and Licensee desire and intent to enter into a revocable license
agreement; 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 tt nsfer an interest in real property including any
leasehold interest in real property owned by the City; and
WHEREAS, this Agreement does no confer a right to use any real property for any general
purposes; and
WHEREAS, this Agreement does of convey or transfer any right to exclude the City from any
real property; and
WHEREAS, this Agreement p rmits only certain, enumerated, specific and listed permitted
uses and does not permit anything f rther; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties
hereby agree as follows:'
1. Recitals.
The foregoing recitals,: re hereby incorporated and made a part of this Agreement.
2. Definitions.
a) "Additional Percentage Fee" is 12% of Gross Revenues from Licensee's operations, which
includes those operations by Program Operators that enter into agreements with Licensee
to provide the activities outlined in Section 4 of this Agreement.
b) "City Manager" is the City Manager for the City of Miami.
c) "City -sponsored Event" shall mean an event sponsored by the City on the Property.
d) "City's Use Fee" is the monthly fee that Licensee,pays to the City,s the case may be, for the
use of the Property.
e) "Director" shall mean the Director of the Department of Prks and Recreation for the City
of Miami,
f) "Effective Date" shall be October 1, 2010.
g) "Environmental Laws" means all applicable requi ements of federal, state and local
environmental, public health and safety laws, regulations, orders, permits, licenses,.
approvals, ordinances . and directives, includ'.g but . not limited to, all applicable
requirements of: the Clean Air Act; the Clean ater Act; the Resource Conservation and
Recovery Act, as amended by the Hazardous d Solid Waste Amendments of 1984; the Safe
Drinking Water Act; the Comprehensive Environmental Response, Compensation and
Liability Act, as amended by the Superfud Amendments and Reauthorization Act of 1986;
the Occupational Health and Safety A f; the Toxic Substances Control Act; the Pollutant
Discharge Prevention and Control Act the Water Resources Restoration and Preservation
Act; the Florida Air and Water Pollu ion Control Act; the Florida Safe Drinking Water Act; '
and the Florida Environmental Reor:anization Act of 1975,
h) "Permitted Uses" means License shall occupy and use the Property .primarily for water
recreational and educational opp•rtunities as more particularly described in Section 4.
i) "Program Operators" shall be they entities that provide activities at the Property pursuant
to an agreement with License- to provide activities and services as permitted pursuant to
Section 4 entitled "Permitted Uses". The City shall not be included in the definition of
"Program Operator".
j) "Property" shall mean 14•,700 square feet or 3.44 acres of City -owned real property,
located at 3601 Rickenba er Causeway, Miami, Florida, as more particularly, shown and
described in the survey found in Exhibit "A" and Exhibit "B" attached hereto and made a
part hereof.
k) "Special Event" shall meah activities at the Property which exceed the scope of the regular
program activities conducted at the Property and oatlined in Section 4 and Exhibit B of this
Agreement.
2
3, This Agreement Confers No Exclusive Possession of the Property,
This Agreement confers no exclusive possession of the Property,/the Licensee cannot exclude
the City from the Property.
This Agreement solely authorizes Licensee to the temporary se of the Property for the limited
purposes set forth herein and for no other purpose. The parties hereby agree that the provisions of this
Agreement do not constitute a lease. The rights of Licensee �reunder are not those of a tenant, but
are a mere personal privilege to do certain acts'of a tempor character on the Property and to use the
Property, subject to the terms of this Agreement. The Cit retains dominion, possession and control of
the Property, Therefore, no lease interest in the Property is conferred upon Licensee under the
provisions hereof. Licensee does not and shall not cl im at any time any interest or estate of any kind or
extent whatsoever in the Property by virtue of Is Agreement or its use of the Property hereunder. '
Additionally, Licensee does not and shall not dlaim at any time any interest or estate of any kind or
extent whatsoever in the Property by vi tue of any expenditure of funds by the Licensee for •
improvements, construction, repairs, part)'Eions, or alterations to the Property which may be authorized
by the City.
4. Permitted Uses,
Subject to existing. zo7
Agreement, this Agreement authorizes the Licensee to occupy and use the Property primarily for public
water recreational and edu tional activities, which activities may include rowing, kayaking, paddling,
group and individual instr tion, lectures, clinics, classes, camps, together with associated ancillary uses,
and for no other purp se whatsoever (the "Permitted Use"). Receptions, conferences, meetings,
socials, and any other pecial Events being held at or around the Property will be permitted via parks
use permit only. Th • use of jet skis and motorized vessels is strictly prohibited (The only exception is
when a motorized 'vehicle (non -jet ski) is used as safety boat to accompany kayaks, rowing sculls, or
sailboats that are fart of these Permitted Uses). No other uses except those provided for in this Section
are allowed, Yoith (non -adult) residents of the City of Miami shall not be required to obtain a
membership in order to participate in the rowing program and other programs.
Licensee shall ensure that the Property and all of Licensee's activities thereon, or resulting from,
g and other governmental restrictions and the issuance of this
3
in connection with or relating to Licensee's use of the Property, shall be available to all segments of the
community including the physically disabled and financially disadvantaged. Licensee shall operate,
manage, supervise and administer activities during its use of the Property as an indepe-dent contractor
and not as an employee of the City. Licensee may request written consent from the, 'rector to use the
Property for any other use,. but shall not be authorized to use the Property for tat use until Licensee
has received the written consent of the Director, which consent may be condity6ned or withheld in the
Director's sole discretion.
The sale, distribution and/or consumption of alcoholic beverages at the Property is prohibited
unless specifically authorized in writing in advance of the event by t Director in connection with a
Special Event and provided that Licensee obtains all required perm' , complies with all laws and codes,
and provides insurance coverage for liquor liability in a form acceip able to the City and in an amount not
less than $2,000,000 per occurrence. //
Licensee shall be authorized to operate concession 'Sales subject to application and approval by
the Director whose approval may be conditioned or withheld in his sole discretion; Concession sales may
only be authorized during the specific days and hoursthe licensee operates its programs.
The use of the Property by Licensee shall be conditioned upon approval or a waiver of use by the
State of Florida Department of Environmental;lirotection (DEP) to the City, The City shall promptly give
notice to Licensee in the event the waive/is terminated by DEP for said use of the Property. In the
event DEP charges the City a state feee or said use, either party may terminate this agreement with
thirty (30) days prior written notice ir)'accordance with Section 9 of the Agreement,
5. Program Operators,
/1
I
I
Licensee shall be sol cy responsible for all of its activities during its use at the Property. The
Licensee shall be allowed t enter into professional services agreements with Program Operators that
wish to provide the activit'es set forth in Section 4, subject to obtaining the prior written approval of the
Directdr, which approval ay be conditioned or withheld in his sole discretion. Licensee's agreements
with Program Operators shall include a prbvision that Program Operators shall comply with the terms
and conditions of this Agreement including, but not limited to, the requirement to pay the Percentage
Fees in accordance with Section 13 herein and obtain required insurance in accordance with Section 28,
4
6. Manner of Property Use.
Licensee's use of the Property is nonexclusive and Licensee acknowledges that other users may
use the Property and shall not conflict with other Property users. Licensee acknow edges and agrees to
abide by the terms and obligations as set forth In Exhibit "B" attached hereto a d made a part hereof,
related to the services to be provided, manner of operation, use areas, an maintenance and utility
obligations.
7. Term.
This Agreement is revocable -at -will by the City. Unless t
providedis Agreement is revoked or terminated
as in this Agreement, this Agreement shall comment/ upon the Effective Date and shall expire
automatically on September 30, 2015, Provided Licensee i not in violation of the Agreement, Licensee
is hereby granted the option to extend this Agreeme for one (1) additional five-year (5) renewal
option period, upon expiration of the initial License t m period under the same terms and conditions of
the initial Agreement term upon the mutual co ent of both parties. Licensee shall request such
renewal in writing no later than ninety (90) d s prior to the expiration. The City Manager is hereby
authorized to exercise such renewal, whit may be at his sole discretion and may be subject to
additional consideration.
8. Automatic Termination.
Licensee and its Program perators, agree to abide by each and every term and condition of this
Agreement. If Licensee viola s the terms, restrictions or conditions of this Agreement, then the City
may give it ten (10) days wr'( ten notice within which to cease such violation or correct such deficiencies.
Upon Licensee's failure t do so, this Agreement shall be automatically canceled without the need for
further action by the City. Notwithstanding this provision or any other provision in this Agreement, this
License extended to the Licensee is revocable -at -will by the City, through its City Manager, without the
consent of the Lice! see,
9. Cancella ion by Request of Either of the Parties Without Cause.
Either party may cancel this Agreement at any time with thirty (30) days prior written notice to
the non -cancelling party,
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10. This License Agreement is Not Assignable.
Licensee shall not sell, assign this Agreement, or any part thereof to any other party. The
License granted by this Agreement is personal to the Licensee. Any assignme (sale or transfer of this
Agreement contrary to the foregoing provision, whether voluntary or involluntary, shall be void and shall
confer no right upon such assignee, shall constitute a violation under tAgreement, and shall result in
an immediate forfeiture of the rights of Licensee hereunder.
11. Use Fee.
Commencing on the Effective Date of this Agrr ement, and on the first day of each month,
thereafter during the term of the Agreement, License l shall pay to the City a monthly Use Fee of Two
Thousand Dollars ($2,000.00), plus State of Florida . ate Use Tax, if applicable, for the license to use the
City's Property. On October 1, 2015, License-'s Use Fee shall be increased to Two Thousand Five
Hundred Dollars ($2,500.00). The Use Fe shall be. due each month without notice or demand.
Payments shall be made payable to "Cit of Miami and shall be mailed to 444 S.W. 2nd Avenue, 6th
Floor, Finance Department, Attention: reasury Management/Receipts, Miami, Florida 33130, or such
other 'address as may be designated from time to time from the City Manager. Licensee shall be
responsible for any cost associ fed with its programs operated on the Property, including but not
limited to, security, equipment! and insurance during its operating hours. ,
12, Prior -Years' Pe,p entage Fees.
The City ass cts a claim against Licensee for outstanding percentage fees, currently past due, in
a total amount of hirty-five Thousand Six Hundred Fifty and 22/100 Dollars ($35,650.22), for Licensee's
Fiscal Years 20Q , 2008, and 2009 ("Past Due Fees"). Licensee denies any liability in connection with the
alleged clai . Both the City and the Licensee wish to reach a full and final resolution of all matters
arising out of this claims This resolution is a material inducement for the -City and the Licensee to enter-
into this Agreement.
12.1 Payment. Licensee covenants to pay to the City, on the first day of each month
commencing June 1, 2011 fora period of fifty-two (52) months, a monthly payment equal to Five
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Hundred Ninety-four and 17/100 Dollars ($594.17), for prior -years' percentage/fees ("Monthly
Payments").
12.2 Delayed approval. Should the approval of this Agre fnent by City Commission
occur after June 1, 2011, the Monthly Payments shall commence on he first day of the month
immediately following City Commission approval, and shall continue uny/ September 30, 2015,
12,3 Payment Shortfall. There is, contemplat a shortfall of Four Thousand Seven
Hundred Fifty-three and 36/100 Dollars ($4,753.36) betwee- the Past Due Fees and the Monthly
Payments ("Payment Shortfall"), which represents eight (8) onthiy payments of Five Hundred Ninety-
four and 17/100 Dollars ($594;17) for the period beginnin October 2010 and ending May 2011. Prior to
the exercise of the first option to renew this Agreemen , Licensee covenants to pay to the City a lump -
sum payment equal to the Payment Shortfall. Shou , however, the Monthly Payments be subject to
delayed City Commission approval, as described in ection 12.2, the Payment Shortfall shall be adjusted
to equal the difference, then existing, between t' e Past Due Fees and total Monthly Payments,
For example: if this Agreement is approv-d in July 2011, the Monthly Payments shall commence on
August 1, 2011, with the last payment oue September 1, 2015 (fifty Monthly Payments) for a total of
Twenty-nine Thousand Seven Hundr. d Eight and 52/100 Dollars ($29,708.50).. The Payment Shortfall
now equals Five Thousand Nine -u'ndred Forty-one and 70/100 Dollars ($5,941.70), i,e. the difference
between the Past Due Fees and the total Monthly Payments.
age 13. Additional Percen, Fee,
In addition to the payment of the Use Fee as provided for in Section 11, commencing on the
Effective Date, Licen ee and each Program Operator, if applicable, shall pay monthly to the City a fee in
the amount of t _lye percent (12%)_of their respective Gross Revenues derived from their respective
use of the Pro arty, plus State of Florida Use taxes, if applicable (hereinafter "Additional Percentage
Fee"). On .or before the thirtieth (30th) day following the end of each month, Licensee shall remit its
and the Program Operator's Additional Percentage Fees to the City. If the Licensee exercises its option
to renew, the Additional Percentage Fee shall be increased to thirteen percent (13%) for the renewal
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period.
For purposes of this Agreement, the term "Gross Revenues" shall include the following revenue
received by Licensee:
a) all revenue from services, program fees and membership du//ey
b) all revenue derived from advertising and sponsorships concted on the Property;
c) all revenue from concession sales;
d) all other receipts whatsoever of all business conduct
din or from the Property;
e) ail revenue from sales and services generated on f from the Property;
f) all revenue received by Licensee or any ' usiness entity or venture which has
involvement of Licensee's principals, in co nection with the use of the Property, any
facility. thereon, or any portion there for any period of time, including without
limitation, special events, regattas, or ournaments, held on the Property, or at Marine
Stadium;
all grants, subsidies, rebates, crydits or similar benefits received from any federal, state,
regional or local body, agen /i, authority, department or organization which revenues
are unrestricted or are to used for general operating expenses.
h) all donations and contrbutions received which revenues are, unrestricted or are to be
used for general ope ting expenses.
No deduction shall be ; oall wed for direct or indirect discounts, unless generally offered to
employees or the public on a u rm basis.
Gross Revenues shall of include the following:
a) any amory t of any sales,use or gross sales tax imposed by any federal, state or
govern ental authority directly on sales and collected from customers, provided that
the ,fnount is added to the selling price therein and paid by the Licensee to such
go ernmental authority;
b) c .!Legion of insurance proceeds;
c) monies collected for events that are done for charities wherein the total amount
collected is paid to the charitable sponsor or not -for -profit organizations;
d) all gratuities paid to employees;
e) any grants, subsidies, credits or similar benefits received from any federal, state,
g)
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regional or local body; agency, authority, department or organization which revenues
are restricted or for capital expenditures to the Property;
f) any donations or contributions which revenues are restricted for capital expenditures,
including capital improvements for boats and equipment, as pproved by the City, to
the Property;
Gross Revenues, whether for cash, credit, credit cards or otherIse, shall be recognized in the
period the service was provided or sale took place. Payments recei ed in advance are deferred and are
recognized as revenue in the period the service is rendered or sal takes place. Grants shall be recorded
as income during the period designated by the grants or whe the Licensee has incurred expenditures in
compliance with the restrictions of the grantor. If a sale issb• y credit card no deduction shall be allowed
for any.commission associated with such sale.
Gross Revenues shall be reduced by the amount of/any refund made upon any sale in or from the
Property, provided said amounts had been previ sly included in "Gross Revenue," not to exceed the
sum so previously included, where the merch hdise sold is thereafter returned by the purchaser and.
accepted by the Licensee, and if such refunis in the form of a credit to customer, such credit shall be
included in Gross Revenues when used.
14. Financials.
Within ninety (90) days after.the end of its fiscal year, Licensee shall deliver or cause to be
delivered to the City of Mian s Director, Department of Public Facilities, whose address is 444 S.W. 2"d
Avenue, 3`d Floor, Miami /FL 33130, an audited financial statement for the Licensee's and Program
Operators' fiscal year vJhich includes the Licensee's and the Program Operator's gross revenues. Such
financial statement ball be prepared by Licensee's accountant, employed respectively at Licensee's and
the Program Oper tor's sole cost and expense. In the event Licensee or a Program Operator is unable to
timely submit t e audited financial statement and provided Licensee and the Program Operator has
commenced a d diligently pursued the completion of the audit, Licensee and the Program Operator
may request from the Director a thirty (30) day extension to complete the audit which request shall not
be unreasonably denied. Said accountant shall attest that such statement is prepared in accordance
with generally accepted accounting principles and practices and represents the Gross Revenues, other
revenues, if any, for the period indicated therein,
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Notwithstanding the above and during the Term described in Section 7 of tl1s Agreement and
for a period expiring three (3) years after the expiration of the Term, at its opjdn, the City may, at its
sole cost and expense, audit Licensee and the Program Operator's business affairs, records, files, sales
slips and sales tax records in connection with Licensee and the Progr,rh Operator's sales on, from or
related to the Property for the period covered by any financial statement, report or record furnished to
the City,
Licensee and its Program Operators shall allow the City or auditors of the City to inspect all or
any part of the source documents and records for the aforesaid monthly reports. Said inspection shall
be conducted at the sole discretion of the City. Records shall be available Monday through Friday,
inclusive, between the hours of 8:00 AM and 5:00 P,/at the Licensee's address provided in Section 36 of
this Agreement. Copies requested by the City sh API be furnished to the City at no cost.
15. I Returned Check Fee.
In the event any check is returned 6 the City as uncollectible, the Licensee shall pay to the City.a
returned check fee (the "Returned Check Fee") based on the following schedule: .•
Returned Amount Returned Check Fee
$00.01- 50,00 $ 0.00
$50.01 - 300,00 $30.00
$300.01- 800.00 $40.00
i OVER $800 5% of the returned amount.
Such ReturneV Check Fee shall constitute additional fees due and payable to the City by
Licensee, upon the sate of payment of the delinquent payment referenced above. Acceptance of such
Returned Check Fie by the City shall not, constitute a waiver of Licensee's violations with respect to
such overdue fiount nor prevent the City from the pursuit of any remedy to which the City may
otherwise betitled.
16. ;Late Payments.
;Licensee hereby acknowledges that late payment by the Licensee to the City of the use fee,
percentage fee and other sums due hereunder will cause the City to incur costs not contemplated by
this Agreement, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any
10
installment of the use fee, percentage fee or any other sum due from Licensee shall not be received by
the City within`fifteen (15) days after the date on which such sum is due,' Licensee shall pay to the City
a late charge equal to 5% of such overdue amount. The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by
Licensee. Acceptance of such late charge by the City shall not constitute a waiverof the Licensee's
violation with respect to such overdue amount, nor prevent the City from exerci ng any of its other
rights and remedies granted hereunder or at law or in equity.
Any amount not paid to the City within fifteen (15) days after the bate on which such amount
is due shall bear interest at the rate of 12% per annum from its due date. Payment of such interest
shall not excuse or cure any violation by Licensee under this Agree ent.
17. Security Deposit
Notwithstanding anything to the contrary, thetity shall retain the sum of Seven Hundred Fifty
Dollars ($750,00) from the Revocable License Agre fnent between the City and Licensee, dated April 27,
2007, as Security for this Agreement (the "Secupt y").
If Licensee is in violation beyond any applicable notice or cure period, the City may use, apply
or retain all or any part of the Security 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 result of Licensee's violation. Should the City use, apply or retain all or any part of the
Security, Licensee shall reimburse the amount used, applied or retained within fifteen (15) days of the
City's application of the Security. The use, application or retention of the Security or any portion thereof
by the City shall not prevent the City from exercising any other right or remedy provided for under this
Agreement or at law 'and shall not limit any recovery to which the City may be entitled otherwise.
Provided -Licensee is not in violation of this Agreement, the Security or balance thereof, as the
case may be, shall be returned to Licensee after the expiration date- or upon -any -later date -after -which —
Licensee ha vacated the Area in the same condition or better as existed on the Effective Date, ordinary
wear and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee, the City
shall be completely relieved of liability with respect to the Security. Licensee shall not be entitled to
receive any interest on the Security.
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18. Taxes.
Licensee shall pay before any fine, penalty, interest or costs is added for nonpaym nt, any and
all charges, fees, taxes or assessments levied against the Property [collectively As essments], its
proportionate share of use of the Property and/or against personal property of any lyind, owned by or
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placed in, upon or about the Property by Licensee, including, but not limited to, as /valorem taxes, fire
fees and parking surcharges. In the event Licensee appeals an Assessment, Lic r'see shall immediately
notify the City of its intention to appeal said Assessment. and shall furnish rSd keep in effect a surety
bond of a responsible and substantial surety that is reasonably acceptabl to the City or other security
reasonably satisfactory to the City in an amount sufficient to pay one undred percent of the contested
Assessment with all interest on it and costs and expenses, includi one
attorneys' fees, to be
incurred in connection with it. Licensee agrees to pay such Assessments either in lump sum or on an
installment plan.
Failure of the Licensee to pay any Assessment rr any installment payment thereof shall
constitute a violation under this Agreement.
19, Condition of the Pro
ert and Maintenance
Licensee accepts the Property "as is", in i present condition and state of repair condition and
without any representation by or on behalf f the City,. and agrees that the City shall, under no
circumstances, be liable for any latent, paten or other defects in the Property. Licensee shall provide all
maintenance to the Property in accordant with Exhibit "B", except roof and structural portions of the
building.
20. Alterations Additions or R lacements.
Except in the event of a emergency, Licensee shall not make any repair without first receiving
• the written approval of the C' y Manager or his/her designee, which approval may be conditioned or
withheld for any or no reas n whatsoever, including a condition to pay additional fees if such alteration
will affect the cost of sery ces being provided by the City. If the City approves such request, no repair or
alteration shall be com.rhenced until plans and specifications therefore shall have been submitted to and
approved by the City Manager or his/her designee.
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In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and
shall immediately notify the City of such work.
21. Construction Liens.
The Licensee shall not knowingly suffer or permit any mechanics' liens to b filed against the
title to the Property by reason of work, labor, services or materials supplied to th Licensee or anyone
having a right to possession of the Property as a result of an agreement with o /without the consent of
the Licensee.' Nothing in this Agreement shall be construed as constitutin the consent or request of
the City, expressed or implied, by inference or otherwise, to any contra . or, subcontractor, laborer or
materialman for the performance of any labor or the furnishing of a materials, for any specific work
on the Property nor as giving. the Licensee the right, power or t /City 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 City's interest in the Property if any construction lien shall at any time be
filed against the Property, the Licensee shall cause it to b discharged of record within thirty (30) days
after the date that it has notice of its filing. Licensee hall not be required to pay or discharge any
construction lien within the thirty (30) day period, s long as Licensee shall in good faith proceed to
contest the lien by appropriate proceedings. It all furnish reasonably satisfactory evidence that
funds are or will be available to pay the amount of the contested lien claim with all interest on it and
costs and expenses, including reasonable at orneys'. fees to be. incurred in connection with it. If
Licensee does not 1) cause a mechanics' lien o be discharged of record within thirty (30) days after the
date Licensee has notice of the filing of a lien or 2) Licensee does not in good faith proceed to contest
the lien by appropriate proceedings wit in the thirty (30) day period, then Licensee shall be in violation
of the Agreement.
22. Licenses Authorizations : nd Permits.
Licensee shall obtain, q cause to be obtained, and maintain in full force and effect throughout
the term of this Agreemen
at its sole expense, all licenses, authorizations and permits that are
necessary for Licensee to cq'nduct its public water recreational and educational activities.
Licensee shall be/ esponsible for paying the cost of said applications and obtaining said licenses,
authorizations and perrrlits.
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23, No Liability.
In no event shall the City be liable or responsible for injury, loss or damage to the roperty,
improvements, fixtures and/or equipment belonging to or rented by Licensee, the Program perators,
their officers, agents, employees, invitees or patrons occurring in or about the Propert that may be
stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, s am, electricity,
.gas, water, rain, vandalism or theft which may leak •or flow from or into any part of t Property, or from
the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, (ppliances, plumbing,
air conditioning or lighting fixtures of the Property, or from hurricane or any ct of God or any act of
negligence of any user of the facilities or occupants of the Property or any p rson.whornsoever whether
such damage or injury results from •conditions arising upon the Property or upon other portions of the
Property or from other sources. Licensee indemnifies the City its of, ers, agents and employees from
and against any and all such claims even if the claims, costs, liabili i s, 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 cone i'deration for being granted the right to utilize
and occupy the 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 resulty g from Licensee's use of the Property,
24. No Claim to Assets or Rights of Licensee,
• By entering into this Agreement none of the parties are granted any assets, rights, titles or
interest to the other's assets, rights, tit;l'e or interests, except as otherwise set forth in this Agreement.
25. Compliance With Laws.
Licensee and/or its a ,tiorized agents agree to comply with all applicable laws, codes (including,
but not limited to, the Florida Building Code as it may be amended), ordinances and regulations enacted
or promulgated by federal, state, county, and city government including the provisions of the Zoning -
Ordinance, Charter and Code of the City. Licensee and/or its authorized agents shall also comply with
14
reasonable directives of the City Manager,
26. Additional Expenses,
Under no circumstances will the City be liable for any costs or expenses incurred by Li ensee
under this Agreement or as a result of its programs or related activities beyond those / hat are•,
specifically set forth in this Agreement.
/
27.. . Indemnity, and Hold Harmless. 0 /
This Licensee voluntarily, knowingly, and freely covenants and agrees to inde nify , defend ( at
its sole cost and expense) and hold harmless, the City , its officials; and employeefrom all liabilities,
suits, debts, actions, claims and causes of action for personal injury, wrongful • eath, property loss or
damage and other causes of action referenced in this section. It is a co dition precedent to the
issuance of this License that the licensee assumes all civil liability for the 4censee's acts, omissions or
commissions, and from all claims, suits or actions of any kind whatsoever rising out of or resulting from
the issuance of the license, location change, compliance with applic ble laws or regulations, • or the
operations or activities of the licensee and shall, further, hold th city, its officials and employees,
harmless for, and defend the City, its officials and/or employees gainst, any civil actions, statutory or
similar claims, injuries or damages arising or resulting from th permitted work, or the Licensee's use,
actions, omissions, undertakings and.activities arising by v.irt e of this Agreement or those of Licensee's
officials, employees, invitees, guests, agents or representatives. This indemnity / hold harmless will
apply even if it is alleged that the City, its officials and/ �F employees were negligent, unless such injuries
or damages are ultimately proven to be the result of rossly negligent or willful acts or omissions on the
part of the City, its officials and/or employe . The licensee shall insure that adequate safety
precautions are in effect at all times during th term of the permit. This Section obliges the Licensee to
defend the City , its officials and employeeough competent defense counsel the cost of which shall
be paid by the Licensee through admiistrative , litigation, and appellate proceedings. This required
indemnification and hold harmless shfall survive the revocation or expiration of the revocable license
agreement and shall be included/in the license agreement. The licensee voluntarily and knowingly
acknowledges that the granting of any such license is sufficient, independent and valuable consideration
for the giving of such indemnity, and hold harmless.
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28, 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 following insurance coverage:
A. Commercial General liability insurance on a Commercial General Liability covers e form,
including premises operations, personal injury, products, and contractual liability coverage's - gainst all
claims, demands or actions for bodily injury, personal injury, death or property damage occ rring in or .
about the Property with such limits as may be reasonably requested by the City from tim to time but
not less than $1,000,000 combined single limit per occurrence, $2,000,000 aggregate li it for bodily.
injury and property damage. The City shall be named as Additional Insured on the poll y or -policies of
insurance.
B. Automobile liability insurance covering all owned, non -owned and h'(ed vehicles used in
conjunction with operations covered by this agreement. The policy or policies of i - surance shall contain
a combined single limit of at least $500,000 for bodily injury an.d property dams e. The requirements of
this provision will be waived upon submission of a written statement from Lisee that no automobiles
are used to conduct business,
C. Worker's Compensation in the form and amounts requ Fed by State law.
D. Combined Participant Medical Expense Payment (($25,000) and General Liability
($1,000,000) .
E. Professional Liability Coverage with limits oft least $1,000,000 per claim, $1,000,000
aggregate.
F. "All Risk" property insurance against j;6ss or damage by fire, windstorm, with such
endorsements for extended coverage; vandalism,/ alicious mischief, flood and special coverage,
insuring 100% of the replacement cost of License "s improvements, fixtures, equipment, furniture and
all other personal property in and about the Pro erty.
G. The City's Department of Risk anagement, 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 reasonabl, required by the City.
H. The policy or policies ofinsurance 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.
16
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 Facilit's, 444
SW 2 Avenue, 3`d Floor, Miami, Florida 33130, or such other address that may be designated f om time
to time.
I. A current evidence and policy of insurance evidencing the aforesaid req i'red insurance
coverage shall be supplied to Department of Public Facilities of the City at the com ncement of the
term of this Agreement and a new evidence and policy shall be supplied at least tw my (20) days prior
to the expiration of each such policy. Insurance policies•required above shall if issued by companies
authorized to do business under the Laws of the State, with the follov fng qualifications as to
management and financial strength: the Licensee should be rated "A" as ,d management, and no less
than class "V" as to financial strength, in accordance with the latest edi ion of Best's Key Rating Guide,
or the Licensee holds a valid Florida Certificate of•Authority issued by t e State of Florida, Department of
Insurance, and is a member of the Florida Guarantee Fund. Receip of any documentation of insurance
by the City or by any of its representatives having less covers than required does not constitute a
waiver of Licensee's obligation to fulfill the insurance requirem nts 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 he amount of the premium paid shall be paid
by Licensee to the City as an additional fee upon dema land shall in each instance be collectible on the
first day of the month or any subsequent month following the date of payment by the City. Licensee's
failure to procure insurance shall in no way releas: Licensee from its obligations and responsibilities as
provided herein.
29. Safety.
Licensee will allow City inspec ors, 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 in ections the City, its agents, or representatives are not assuming •
any Liability by virtue of these law , rules, regulations and ordinances. Licensee shall have no recourse
against the City, its agents, or%epresentatives from the occurrence, non-occurrence or result of such
inspection(s). Upon issuance bf a notice to proceed, the Licensee shall contact the Risk Management
Department at (305) 416-1700 to schedule the inspection(s).
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30, 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,
31. City Access To Property. f/
The City and its authorized representative(s) sh 11 have at all times access to the Property. The
City will maintain a complete set of keys to the Property. Licensee, at its sole cost and expense, may
duplicate or change key locks to the Property b/f not until first receiving written approval from the
Director for such work. In the event Licensee yhanges key locks as approved by the Director, Licensee,
at its sole cost and expense; must also provi ' to the City a copy or copies of said keys, if more than one
copy is required.
The City shall have access to , d entry into the Property at any time to (a) inspect the Property,
(b) to perform any obligations of L'.Eensee hereunder which Licensee has failed to perform after written
notice thereof to Licensee, Lice), ee 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 reGlations, (d) to show the Property, to prospective purchasers, Licensees or
others, and (e) for oth f purposes as may be deemed necessary by the City Manager in the furtherance
of the City's corpor OFe purpose; provided, however, that City shall make a diligent effort to provide at
least 24-hours a vance 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, cos or damage to the Licensee by reason of the exercise by the City of the right of entry
des-crtbed h- rein for the -purposes-listed -above. —The -making of periodic -inspection or the -failure -to-do so..
shall not operate to impose upon the City any liability of any kind whatsoever nor relieve the Licensee of
any responsibility, obligations or liability assumed under this Agreement.
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32. Public Records.
Licensee understands that the public shall have access, at all reasonable times, to Cy(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.
33. Nondiscrimination.
Licensee represents and warrants to the City that Licensee does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Licensee's use of
the Property on account of race, color, sex, religion, age, handicap, marital status or national origin.
34. No Discrimination in Hiring.
In the performance of this Agreement or any ext Sion thereof, Licensee and/or its authorized
agents shall not discriminate against any employee o 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 s x, age, race, color, religion, ancestry,' or national origin.
Such action shall include, but not be limit d to, the following: employment, upgrading, demotion or
transfer, recruitment or recruitment adv rtising, layoff or termination, rates of pay or other forms of
compensation.
35. Conflict of Interest.
Licensee is aware of the conflict of interest laws of the City (Miami City Code Chapter 2, Article
V), Dade County, Florida (D de County Code, Section 2-11.1 et. seq.) and of the State of Florida as set
forth in the Florida Statut s, and agrees that it will fully comply in all respects with the terms of said laws
I
and any future amendments thereto.
Licensee further covenants that no person or entity under its employ, presenT 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,
19
or entities must be disclosed in writing to the City.
36. Waiver of Jury Trial; Attorney's Fees,
The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either
may have to a trial by jury in respect of any action, proceeding or ounterclaim based on this
Agreement, or arising out of, under or in connection with this Agr ement or any amendment or
modification of this Agreement, or any other agreement execute by and between the parties in
connection with this Agreement, or any course of 'conduct, cou e of dealing, statements (whether
verbal or written) or actions of any party hereto. This waivdr of jury trial provision is a material
inducement for the City and Licensee entering into the subjec transaction. In the event of any litigation
between the parties arising out of this Agreement, each par y shall bear their own attorney's fees.
37, Notices,
All notices or other communications, whit shall or may be given pursuant to this Agreement
shall be in writing and shall be delivered by h did, telecopy, or registered mail addressed to the other
party at the address indicated herein. Suc notice shall be deemed given on the day on which hand
delivered; faxed or, if by mail, on the fifth ay after being posted or the date of actual receipt, whichever
is earlier.
If to City of Miami: /
f/
l/
With a copy to:
City Manager
City of Miami
3500 Pan American Drive
Miami, Florida 33133
City Attorney
City of Miami
444 SW 2nd Avenue
Suite 945
Miami, Florida 33130
Department of Parks & Recreation
City of Miami
444 SW 2"d Avenue, Sty' Floor
Miami, Florida 33130
Department of Public Facilities
City of Miami
20
444 SW 2nd Avenue, 3rd Floor
Miami, Florida 33130
If to Licensee: Miami Rowing and Watersports Center, Inc.
Attention: President
3832 Shipping Avenue /
Miami, Florida 33146 .
,/
38. Advertising.
/
Licensee shall not permit any signs or advertising mattyto be placed either in the interior or
upon the exterior of the Property without having first obtain . d the approval of the Director or his/her
designee, which approval may be withheld for any or no re son, at his sole discretion. Licensee shall, at
its sole cost and expense, install, provide, maintain suc, sign, decoration, advertising matter or other
4
things as may be permitted hereunder in good condii ion and repair at all times. Licensee must further
obtain approval from all governmental authorit's 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, t its sole cost and expense, remove any sign, decoration,
advertising matter or other thing permitted hereunder from the Property. If any part of the Property is
in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole
cost and expense. Should Licensee fail b repair any damage caused to the Property within ten (10) days
after receipt of written notice from he. City directing the. required repairs, the City shall cause the
Property to be repaired at the sole c st and expense of Licensee. Licensee shall pay the 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
Property an appropriate sign in cating City's having issued this Agreement.
39. 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
21
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.
40, Ownership Of Improvements.
As of the Effective Date and throughout the Term of this Agreement and any extension hereof,
Licensee agrees that all buildings and improvements constructed by Licensee on the Proper shall not
be erected without prior approval of the City Manager and upon completion thereon shY al be vested in
the City. Furthermore, title to all Alterations made in or to the Property, whether or not by or at the.
expense of Licensee, shall, unless otherwise provided by written agreement, imme lately upon their
completion become the property of the City and shall remain and be surrendered with the Property.
41, Surrender Of Property.
Upon the expiration of this Agreement or in the event of cancella ion pursuant to revocation,
"Cancellation By Request Of Either of the Parties Without Cause" or "Au matic.Termination", or at the
expiration of the time limited by the notice, Licensee shall peaceful, y surrender the Property broom
dean and in good condition and repair together with all alteratio >`, fixtures, installation, additions and
improvements which may have been made in or attached o or to the Property. Upon surrender,
Licensee shall promptly remove all its personal property, ade fixtures and equipment and Licensee
shall repair any damage to the Property caused thereby Should Licensee fail to repair any damage
caused to the Property within ten (10) days after rec ipt of written notice from the City directing the
required repairs, the City shall cause the Proper)' to be repaired at the• sole cost and expense of
Licensee. Licensee shall pay the City the full colt of such repairs within ten (10) days of receipt of an
invoice indicating the cost of such required r (airs. At the City's option, the City may require Licensee
to restore the Property so that it shall be as ft was on the Effective Date.
In the event Licensee fails to r i`nove its personal property, equipment and fixtures from the..
Property within the time limit set .y�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 the City sees fit, all at Licensee's sole cost and
expense.
22
47. Litigation,
42. Compliance with Environmental Laws.
Licensee represents and warrants that during the term of this Agreement, it will not use
employ the property, or any other City -owned property, to handle, transport, store or dispose of any
hazardous waste or substances and that it will not conduct any activity at the Property or other//City-
owned property in violation of any applicable Environmental Laws.
43. 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.
44. 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 holi y, then the final day of said
period or the date of performance shall be extended to the next busine7day thereafter.
45. 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/ greement.
46. Further Acts. t
In addition to the acts and deeds recited` herein and contemplated to be performed, executed
and/or delivered by the parties, the parties ( 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
i
necessary to consummate the transactions contemplated hereby.
i
i
Any dispute herein shall bd resolved in the courts of Miami -Dade County, Florida, The parties
23
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.
48. Third Party Beneficiary.
This Agreement is solely for the benefit of the parties hereto and no third party shall be en itled
to claim' or enforce any rights hereunder.
49. No Partnership.
Nothing contained herein shall make, or be construed to make any party a pri cipal, agent,
partner orjointventurer of the other.
50. 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 iy both parties. The City
Manager is authorized to amend or modify this Agreement as.needed,
51. Miscellaneous.
Title and paragraph headings are for convenient reference an• are not a part of this Agreement.
52. Entire Agreement.
This Agreement represents the entire understanding between the parties hereto as to the
subject matter hereof, and supersedes all prior written oral ne
otiations, representations, warranties,
statements or agreements between the parties hereto as to tr e same. There are no promises, terms
and conditions, or obligations other than those contained erein, and no party has relied upon the
statements or promises of the representatives of any party hereto,
11
I
53. 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
24
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.
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 be alf.
25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers and hereunto duly authorized as of the date first above written.
ATTEST: LICENSEE:
Miami Rowing and Watersports Center, Inc a
nonprofit organization under the laws of he
State of Florida
By: By:
Signature • Signature
Print Name Print Name
By:
Signature
Print Name
ATTEST:
• Priscilla A. Thompson, CMC
City Clerk
(Corporate Seal)
CITY OF MIAMI,
a municipal corporation of the
State of Florid
Johnnyiclartinez, P.E,
City Manager
APPROVED AS TO INSURANCE /APPROVED AS TO LEGAL FORM
REQUIREMENTS:
Calvin Ellis, Director
Department of Risk Management
26
AND CORRECTNESS:
Julie 0, Bru
City Attorney
27
Exhibit B
Manner of Property Use
28
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Exhibit B
Manner of Property Use
27
EXHIBIT B
MANNER OF PROPERTY USE
1. Definitions
A. "Department" shall mean the City of Miami Department of Parks and Recreatio
B. "Property" shall mean approximately 149,700 square feet or 3.44.
2. Services and Use Areas
Basic Services. Licensee hereby acknowledges that the following are the Basi Services
that Licensee and its Property Operators are authorized to operate at the Property and
their hours of use:
MRWC
Provides masters and similar rowing, kayaki9and paddling
activities at this facility weekdays from approximately /.00 AM — 8:00 PM
and on weekends from 6:00 AM to 11:00 AM.
iv Provides outrigger canoe paddling outside t e basin Wednesdays
from approximately 5:30 PM -= 7:30 PM and weekends from 8:00 AM —
12:00 PM.
▪ Provides dragonboat paddling act'itles weekends from
approximately 9:00 AM - 2:00 PM and Tsdays, Wednesdays and
Thursdays from 5:00 PM — 8:00 PM.
• Provides youth rowing including a of weight room and rowing
(ergonomic) machines during the montis of September to June on
weekdays from approximately 3:30 PM/7:30 PM and on weekends from
8:00AM-12:00PM.
Provides youth and adult rowing for the months of June, July
and August on weekdays from approximately 8:00 AM — 12:00 PM and
4:30 PM — 8:00 PM. MRWC/dnd the Department shall review this
program's operations every twd weeks to ensure they remain compatible
and that strict supervision is provided as set forth herein. The
Department shall have the righttomake programmatic changes in the
event that the MRWC y uth program and the Department's aquatic
program develop operational conflicts which could include, but is not
limited to, restruct ring hours of operation, requiring additional
supervision or cancel/ing the program.
Any programming conflicts resulting from the Basic Services provided above shall be
resolved by the Director in his or her sole discretion.
1
A. 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 Use/more
fully set forth in 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.
B. Special Events
The Department shall have the sole authority, discretion and resp
authorizing Special Events and the related permit at the Property, the coll
in connection therewith, and establishing permittee liability insurance re
utilize the Property for a Special Event. Any inquiries made from outsid
Licensee for a Special Event should be referred to the Department. In t
issues a permit to a non -Licensee permittee, the City shall have the sol
clean or caused to be cleaned the Property and repair any damages,
Special Event.
For purposes of this Agreement, the term "Special Event
Licensee shall mean activities at the Property, which exceed t
program activities, especially, but not in anyway limited to
charge to the membership or public. If the Licensee elects
shall, at its sole cost and expense, obtain the prior written a,
sibility for
ction of fees
uirements to
parties to the
e event the City
responsibility to
resulting from the
as it relates to the
scope of the regular
events which involve a
o have a Special Event, it
proval of the Department,
obtain all applicable permits and pay any and all oth F costs associated with the
issuance of any permits including, but not limited to, tV�cost of additional insurance,
off -duty police, fire -rescue services and cleanup related to the Special Event.
C. Use Areas
Licensee shall . have .the nonexcl
occupants of the Property) to use the
purposes intended, subject to such
establish from time to time.
sive right (in common with other
ommon areas of the Property, for the
ules and regulations as the City may
ii. The use areas set forth be/ldw are for the purpose of prioritizing the use
of space at the Property. Notwithstanding, 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. se as defined in its Revocable License Agreement
with the City. Licensee shal'fkeep these common areas clear of.clutter.
• . (a) MRWC sh - II have the right to store four (4) dragonboats on the
ground level of the boats ouse in the area depicted in Attachment A.
(b) MRWC//shall have the right to exterior storage for additional
dragonboats in loca'tion depicted in Attachment B, subject to maintaining a
through -fare to the water in the boatyard area.
(c) MRWC 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) MRWC 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 pad ing
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 tr filer and two
storage containers 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 vessels7'uring the months
of May, June, July, and August at times not in conflict with the Department's
program activities who will be launching safety and chase essels and rotating
activities on the hour and each half hour. In the event that oth the Licensee and
the Department are launching vessels at the same tim (as for instance in the
mornings during summer rowing camp sessions), the t o groups shall share the
launch space cooperatively, making room for each oth is uses.
(j) MRWC shall have the right to use t e weight /ergometer room
during the 1 er'rri; -provid'ed that during the month of May through August the
Department shall have use of said room when no 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/unshine State Games, the Cystic
Fibrosis Kayak Challenge, Miami Mastersregatta, Miami Paddlefest, the South
Florida Rowing Championships, and theiryBlue 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.
(I) The Department a d MRWC shall provide strict supervision of
their program participants and s: all repair, at their sole cost, any damage caused
by its respective officers, employees, participants, invitees and guests.
(m) Licensee shall'have the non-exclusive privilege to use the common
area parking of the Property and adjacent City parking area not being utilized by
others, at no additional cost. Licensee shall, also have the non-exclusive privilege
to use Marine Stadium parking not being utilized by others for Special Events,
but such use shall be subject to additional cost per City Code 53-53.
(n) Licensee shall work cooperatively to schedule and provide a
program of activities, at its 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.
(o) The City of Miami reserves the right to use the Property, at o
cost, during the Term provided that such use shall be done in such a manner as
to minimize any interference with approved programs of the respec ive
Licensees. The City shall make every effort to provide advance notice t the
Licensees. The Property facilities will be closed for use by the City by 8:001p.m.
on weekdays and 5:00 p.m. on weekends, unless prior notice is provide- to the
City by a Licensee and permission is granted by the Parks Department rr} nager.
D. General Meetings and Events /
Licensee shall have the right throughout the Term to use the ni eting room in
connection with .its Permitted Use, subject to its availability. Licensee/shall coordinate
said use with the Department,, providing sufficient advance notice t94ts representative,
Licensee shall clean the meeting room, common areas, and other areas it may have
used at the conclusion of its activities. Failure to clean the area may result in the
revocation of this privilege at the sole discretion of the Department.
t/
3. Licensee's Duties and Responsibilities
1
During the Term; 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 all equipment nec ‘sary for its programs;
ii) provide adequate personnel toovide quality serviceat all times. The City
shall notify Licensee of any er94oyees of Licensee that are not deemed to be
performing in the best interygt of the City;
iii) upon conclusion of its act,vities, clean the Property and secure any movable
equipment in the design/ted storage areas;
iv) provide security as is r 6uired for similar facilities for its Permitted Uses;
v) insure that all appr riate equipment and lights have been turned off and
appropriate doors,lcked at the close of operation within the Property each
day;
• vi) assume all operating costs, except as provided herein, retain all receipts and
be responsibl for payment of all labor, operating supplies and all other
general adm)', istration 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 it
operations, equipment, or merchandise while in or upon the Property.
4. Maintenance and Utilities
A. Utilities;
1
In consideration of their shared use of the Property, the Licen -ee agrees and
acknowledges that the expenses for water and electric utilities will be p,d to the City on
a monthly reimbursement basis in the following pro -rations:
Water
Electric
MRWC 35% 40%
City 65% 60%
TOTAL 100% 100%
B. The respective monthly amounts obligated b.'sub-part (A) of this section shall be
paid to the. City on the first day of each month Wong with the monthly Use Fee, which
amount shall be based on the average month) water and electric charge incurred by
the City... The Licensee shall install a sub me er for the water utility. Once a meter has
been installed, the City shall be responsible fbr 100% of the monthly water fees incurred
for the pool only. Licensee shall be responsible for the monthly water fees incurred for
the Property, as indicated by the sub-mutr.
C. Janitorial Services:
i. Licensee shall proylde litter control and janitorial services including the
provision of supplies, minor plumbing tasks such as un-clogging sinks and
toilets at leas three times per week (e,g. Monday, Wednesday, and
Friday) and ny st provide adequate hand towels given the level of use by
patrons to, Oe Property. Any Program Operator, for their part, shall pay
a monthly.fee of $100 for janitorial services, Each organization shall
provide/clean-up and janitorial services immediately after their own
Spec4I/Events and/or provide for such clean-up and janitorial services
throjdgh the Department of Parks and Recreation, irrespective of the date
the/event occurs.
H. 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, fit,
neglect, fault or omission of a Licensee, its employees, agents, custo , ers,
licensees, or invitees in or about the Property, in which caye the
respective Licensee shall bear the sole cost and expense of the re air.
1, Monthly Beginning
August 1, 2011 through
September 1, 2015
2. September 30, 2015
Payment Schedule
$2000.00 Monthly Use Fee
$594,17 Prior -Year Percentage Fees
12% Percentage Fee
$5,941,70
Prior -Year Percentage Fees Lump
Due prior to renewal as set forth (n
Section 12 of this Agreement
3. October 1, 2015 $2,500,00 Monthly Use Fee
13% Percentage Fee
BOUNDARY EttgrEMBY
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