The URL can be used to link to this page

Home My WebLink AboutPre-LegislationCity of Miami Master Report Resolution R-09-0222 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID #: 09-00449 Version: 1 Controlling Office of the City Body: Clerk Enactment Date: 5/14/09 Status: Passed Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT ("AGREEMENT"), WHICH IS REVOCABLE -AT -WILL, IN SUBSTANTIALLY THE ATTACHED FORM, WITH MIAMI ROWING & WATERSPORTS CENTER, INC. ("LICENSEE"), A FLORIDA NONPROFIT CORPORATION, TO OCCUPY AND USE APPROXIMATELY 3.44 ACRES OF CITY OF MIAMI ("CITY") OWNED PROPERTY LOCATED AT 3601 RICKENBACKER CAUSEWAY, MIAMI, FLORIDA, WHICH LICENSE SHALL PROVIDE: l) FOR A USE PERIOD TO COMMENCE OCTOBER 1, 2008 AND EXPIRE SEPTEMBER 30, 2009, WITH THREE (3) ONE-YEAR RENEWAL OPTIONS, SUBJECT TO THREE (3) MONTHS PRIOR WRITTEN NOTICE BY LICENSEE, AND MUTUAL CONSENT OF THE PARTIES; 2) FOR LICENSEE TO PAY A MONTHLY USE FEE TO THE CITY IN THE AMOUNT OF 5250, PLUS STATE USE TAX, IF APPLICABLE, AN ADDITIONAL TWELVE PERCENT (12%) OF MONTHLY GROSS REVENUES; 3) FOR A THREE PERCENT (3%) ANNUAL INCREASE TO THE LICENSEE'S USE FEE AMOUNT PAID TO THE CITY; AND 4) THAT ALL AMOUNTS PAID TO THE CITY TO BE RESERVED IN A SPECIAL ACCOUNT BY THE FINANCE DEPARTMENT FOR CAPITAL IMPROVEMENTS, WITH OTHER TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID AGREEMENT. Reference: Introduced: 4/20/09 Name: Revocable License Agmt-Miami Rowing Watersports Requester: Department of Public Facilities Notes: Cost: Final Action: 5/14/09 Sections: Indexes: Attachments: 09-00449 Legislation.pdf, 09-00449 Exhibit.pdf, 09-00449 Summary Form.pdf, 09-00449 Master Report.pdf Action History Ver. Acting Body Date Action Sent To Due Date Returned Result City of Miami Page 1 Printed on 6/14/2011 1 Office of the City 5/5/09 Reviewed and Attorney Approved 1 City Commission 5/14/09 . • ADOPTED A motion was made by Marc David Sarnoff, seconded by Tomas Regalado, that this matter be ADOPTED. Chair Sanchez: RE.5. Madeline Valdes (Acting Director, Public Facilities): RE.5 is a resolution authorizing the City Manager to enter into revocable license agreement with Miami Rowing and Water Sport Center, Inc. to occupy the City property located at 3601 Rickenbacker Causeway. This agreement provides for the same terms and conditions as the other two, except that the Rowing Club will pay $250 as their use fee, with 12 percent of the gross of revenues to the City. The amounts are to be reserved in a capital account for the property -- future capital improvements to the property. Chair Sanchez: All right. Is there a motion? Commissioner Sarnoff: Second. Commissioner Regalado: 1 move it. Commissioner Sarnoff: Move it. Chair Sanchez: There's a motion -- Commissioner Regalado: Second. Chair Sanchez: -- by Commissioner Sarnoff, second by Commissioner Regalado. Discussion on the item? Hearing no discussion on the item, RE.5, it's a resolution. All in favor, say "aye." The Commission (Collectively): Aye. Chair Sanchez: Anyone in opposition, having the same right, say "nay." Motion carries. Ms. Valdes: Thank you. Chair Sanchez: RE.6, if we didn't approve PH.1, we don't need; so it's been withdrawn, okay? The motion carried by the following vote: Aye: 4 - Marc David Sarnoff, Joe Sanchez, Tomas Regalado and Michelle Spence -Jones Absent: 1 - Angel Gonzalez 1 Office of the Mayor 5/18/09 Signed by the Mayor Office of the City Clerk 1 Office of the City Clerk 5/19/09 Signed and Attested by City Clerk City of Miami Page 2 Printed on 6/14/2011 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 5 6. Manner of Property Use. 5 7. Term. 5 8. Automatic Termination. 6 9. Cancellation by Request of Either of the Parties Without Cause. 6 10. This License Agreement is Not Assignable. 6 11. Use Fee. 6 12. Adjustment To Use Fee. 7 13. Additional Percentage Fee. - 7 14. Financials. 9 15. Returned Check Fee. 10 16. Late Payments. 10 17. Security Deposit (intentionally deleted) 11 18. Taxes 11 19. Condition of the Property and Maintenance 11 20. Alterations, Additions or Replacements. 12 21. Mechanics' Liens 12 22. Licenses, Authorizations and Permits 13 23. No Liability. 13 24. No Claim to Assets or Rights of Licensee. 14 25. Compliance With Laws. 14 26. Additional Expenses 14 27. Indemnification. 14 28. Insurance. 15 29. Safety. 17 30. Americans With Disability Act. 17 31. City Access To Property. 18 32. Public Records 18 33. Nondiscrimination 18 34. No Discrimination in Hiring. 19 35. Conflict of Interest. 19 36. Waiver of Jury Trial; Attorney's Fees 19 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 24 48, Third Party Beneficiary. 24 49. No Partnership. 24 SO. Amendments and Modifications 24 51. Miscellaneous 24 52. Entire Agreement 24 53. Radon Gas 25 54. Authority 25 Exhibit A: Property Exhibit B: Manner of Property Use Attachment A Attachment B Attachment C 11 REVOCABLE LICENSE AGREEMENT This revocable license agreement ("Agreement") is entered this (L day of 2009, (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, 2008. 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 Enviromnental 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 including a 1,680 square foot Deluxe Modular, located at 3601 Rickenbacker Causeway, Miami, Florida, as more particularly shown and described in the survey 2 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. 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 3 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, 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 duringits 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 foi n 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. 4 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 12 herein and obtain required insurance in accordance with Section 27, 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 Manager. Unless this Agreement is revoked or terminated as provided in this Agreement, this Agreement shall commence upon the Effective Date and shall expire automatically September 30, 2009. Provided Licensee is not in violation of the Agreement, Licensee is hereby granted the option to extend this Agreement for three (3) additional one-year (1) renewal option periods, 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. The City Manager is hereby authorized to exercise such renewal, which may be at his sole discretion and may be subject to additional consideration. 5 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, 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 assigiunent 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 tern of the Agreement, Licensee shall pay to the City a monthly Use Fee of Two Hundred Fifty Dollars ($250,00), plus State of Florida State Use Tax, if applicable, for the license to use the City's Property. On October 1 of each year, and every year thereafter, Licensee's Use Fee shall be increase by three percent (3%). 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 6 ManageinentlReceipts, 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. Adjustment To Use Fee. Commencing twelve months from the Effective Date, or on the first day of the following month if the Effective Date is not on the first of the month, and every twelve months thereafter (the "Anniversary Date(s)"), Licensee agrees that the Monthly Use Fee shall each be increased by three percent (3%) of the Monthly Use Fee and Guarantee Deposit respectively, in effect for the immediately preceding Agreement Year. On each Anniversary Date the Licensee shall begin to remit payment to the City for the increased amount. Nothing in this paragraph shall be construed to grant Licensee the right to use the Area or Property for a term greater than that defined in Section 7 herein. 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. 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; 7 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; 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 i evenues-are-restricted-oi—for capital expenditures -to the -Property; f) any donations or contributions which revenues are restricted for capital expenditures, as approved by the City, to the Property; Gross Revenues, whether for cash, credit, credit cards or otherwise, shall be recognized 8 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. 2'd 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 staterent 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_S.ection_7_ol this_Agre.einent and for a period expiring three (3) years after the expiration of the Tenn, 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 9 . 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 thkity 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 the City within fifteen (15) days after the date on which 10 such sum is clue, 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. - Aniy 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 (intentionally deleted) 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. 11 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 perfoini such repair work and shall immediately notify the City of such work. 21. Mechanics' 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 th'e 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 mechanics' 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 12 mechanics' 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 tern 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. 23. No Liabilith'. 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 13 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 arid 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. 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. Indemnification. License&shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, 14 costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part,. by any act, omission, violation or negligence (whether active or passive) of Licensee or its employees, agents or subcontractors (collectively refenred to as "Licensee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, violation or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement, Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which maybe asserted by an employee or former employee of Licensee, or any of its subcontractors, as provided above, for which the Licensee's liability to such employee or former employee would otherwise be limited to payments under. state Workers' Compensation or similar laws. 28. Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all tunes 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 15 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 foie] 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 Avenue, 9`1' Floor, Miami, Florida 33130, with copy to City of Miami, Department of Public Facilities, 444 SW 2 Avenue, 3T`' Floor, Miami, Florida 33130, or such other address that may be designated from time to time. I. 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 ]east 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 16 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- occun-ence 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). 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. 17 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 terns 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 inay 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. 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 18 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, recruitinent or recruituient 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), Miami -Dade County, Florida (Miami -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 terns of said laws and any future amendments thereto. Licensee further covenants that no person or entity under its employ, presently exercising any fimctions 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. 36. Waiver of Jury Trial; Attornev'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 19 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 subj.ect 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 2nd Avenue Suite 945 Miami, Florida 33130 Department of Parks & Recreation City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130 Department of Public Facilities City of Miami 444 SW 2nd Avenue, 31td Floor Miami, Florida 33130 20 If to Licensee: Miami Rowing and Watersports Center, Inc. Attention: Arturo Aballi, 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 peiu,iitted 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 rnatter 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 21 be construed as in any manner changing the terins hereof to prevent the City from enforcing in full the provisions hereto, nor shall the teens 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 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 sun -ender, 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) clays 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 22 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. 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. 23 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 mediation as a condition precedent before pursuing specific performance, equitable of 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. The City Manager is authorized to amend or modify this Agreement as needed. 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 24 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 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: Signature Print Narxie By:( Signature 1-61hCnraL Print Name ATTEST: Pns cilia A, Thompson City Clerk 7 APPRO ED AS 0 INSURANCE REQU MEN) S: r_,LeeArin Braun, Director Department of Risk Management 26 LICENSEE: Miami Rowing and Watersports Center, Inc. a nonprofit organization under the laws of the State B fgnature . ra& ,j7 A-LLi RCS'' ,u7 • Print Name (Corporate Seal) a St IAMI, corporation of the f Florida Pedro G. Hernandez City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Julie 0. Bru City Attorney Exhibit A Property 27 PCI 1pt.r1r,A,519;777.171 AT A • — 10 'rpir4,;!Ffiti., ''r-1315gejn.Si',47 JP:N. tvotio-. . • 1145'27.07"11' Juu.on' LAW:A:APED 311.111.1" CRAP FJJC: SChLE . ' - '. .• 1 L—Pc.--0—Podw—_ wsgsermaa - ( NI F1:171 ) 1 mall - :,,, li. corr tr, • -- • :74522071 • A PART OP BISCAYNE BAY - • - 496.00' ' 1AUt-, • w or 1/10 : • tx.Pcu ;Cft.cLni: ./ /1.1Y1ILY SrP Mr. of I'Llar AJI P05"Alr 012P wordp..cyta: / 4 / /14o/LeA-77' WrIVEr 11/15CLXIC . ATTACE1ENT A „PC ROCKENCRA CKER CAUSEWAYLII 111%5 /I 127747 r Sri in go CID "JO, II Ann 14,itt (Of,' I I ! Alt °ICAHN MAO' Exhibit B Manner of Property Use 27 EXHIBIT B MANNER OF PROPERTY USE i. Definitions A. "Department" shal] mean the City of Miami Department of Parks and Recreation. B. "Property" shal] mean approximately 149,700 square feet or 3.44 acres including a 1,680 square feet of City of Miami Department of Parks Recreation -Deluxe Modular trailer to be .shared by Licensees for offices and services in the area depicted in Attachment C. C. "Licensee" shall mean the following 'entities: Miami Overseas Chinese Association ("Dragonboats") Miami Rowing and Watersports Center; Inc. ("MRWC'') Swim Gym ATiatics, Inc.. ("Swim Gym") C. The "Teiui Year" is from October 1 to the following September 30 of any given year the Revocable License Agreement is effective. 2. Services and Use Areas A. Basic Services. Licensee hereby acknowledges that the following are the Basic Services provided by each Licensee currently authorized to operate at the Property and their hours of use: Dragonb6 d • Provides dragonboat paddling activities weekends from approximately 9:00 AM - 2:00 PM and Tuesdays, Wednesdays and Thursdays from 5:00 Phil — 8:00 PM. ii. MRWC • Provides masters and similar rowing, kayaking and paddling activities at this facility weekdays from approximately 5:00 Alv1— 10:00 AM and from approximately 4:30 PM — 7:30 PM and on weekends from 6:00 AM to 11:00 AI\Z. s Provides outrigger canoe paddling outside the basin Wednesdays fronn approximately 5:30 PM — 7:30 PM and weekends from 8:00 AM — 12:00 PM. 2/9/2009 1 Provides youth rowing including use of weight room and rowing (ergonomic) machines during the months of September to June on weekdays from approximately 3:30 Pled - 7:30 PM and on weekends from 8:00 AA - 12:00 PM. Provides youth rowing for the months of June, July and August on weekdays fronn approximately 8:00 A3\4 - 12:00 PM. Swim Gym, MRWC and the Department shall review this program's operations every two weeks to ensure they remain compatible and that strict supervision is provided 'as set forth herein. The Department shall have the right to make programmatic changes in the event Swim Gym's summer camp and 1\4[;.7,1C youth program develop operational conflicts which could include, but is not limited to, restructuring hours of operation, requiring additional supervision or canceling the program. iii. Swim Gym ■ Provides a summer camp program including aftercare during the months of May, June, July, and August weekdays from approximately 8:00 AM - 5:30 PM. ■ Provides adult swimming classes and Learn to Sv,irn program throughout the Term Year. ■ Provides sailing, kayaking and or other non -motorized watercraft activities, including cable w7,7akeboarding, so long as said activities are coordinated with IWC and dragonboat activities and do not interfere with their rowing activities. Any programming conflicts resulting from the Basic Services provided above -shall-be-resolved-by-the-Director-in-his-or-her-sole discretion - - — - - B. Additional Services Each Licensee may from time to time utilize the Property for "Additional Services" upon the expressed written approval of the Department. An Additional Service is hereby defined as a program or service that is consistent with the Permitted Uses more fully set forth in the respective Licensee's Revocable License Agreement with the City and which Additional Service is offered on a routine or continuing basis, i.e. not a one-time event or Special Event. C. Special Events The Department shall have the sole authority, discretion and responsibility for authorizing Special Events and the related permit at the Propel ly, the collection of fees in connection therewith, and establishing permittee liability insurance requirements to utilize the Property for a SpecialEvent. Any inquiries made from outside parties to the Licensees for a Special Event should be referred to the Department. In the event the City issues a permit to a non -Licensee 2/9/2009 2 permittee, the City shall have the sole responsibility to clean or caused to be cleaned the Property and repair any damages resulting from the Special Event. • For purposes of this Agteernent, the term "Special Events` as it relates to Licensees shall mean activities at the Property, which exceed the scope of the regular program activities, especially, but not in anyway limited to events which involve a charge to the membership or public. If a Licensee elects to have a Special Event, it shall, at its sole cost and expense, obtain the prior written -approval of the Department, obtain all applicable permits and pay any and all other costs associated with the issuance of any permits including, but not limited to, the cost of additional insurance, off duty police, fire -rescue services and cleanup related to the Special Event. D. Use Areas i. Each Licensee shall have the nonexclusive right (in common with other occupants of the Property) to use the common areas of the Property, for the purposes intended, subject to such rules and regulations as City may establish from time to time. ii. The use areas set forth below are for the purpose of prioritizing the use of space at the Property. Notwithstanding, any Licensee shall have the right to use other portions of the Property not specifically identified below subject to its availability and with the Department's authorization and for the limited purpose of providing its Permitted Use as defined in its respective License Agreement with the City. Licensees shall keep- these common areas clear of clutter. (a) Dragonboats shall have the right to store four (4) dragonboats on the ground level of the boathouse in the area depicted in Attachment A. (b) Dragonboats shall -have t11e-riglit to dxt:eiior sfoiabe for additional dragonboats in location depicted in Attachment B, subject to maintaining -a through -fare to_the water_in the. boayard area. (c) Dragonboats shall have the right to additional exterior storage in such other locations that may be available as determined by the Department, in its sole discretion. (d) Dragonboats shall have the right to use other areas of the Property subject to availability and with the Department's authorization. (e) 1\ZRWC shall have the right to store its rowing and paddling vessels within the remainder of the boathouse. (f) 1\ WC 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) AZRWC shall have the right to use the maintenance/repair area as depicted in Attachment B. 2/9/2009 • 3 (h) ]\4RVVC shall have the right to locate one storage trailer in the area depicted in Attachment B and conditioned on the trailer having all its required pen -nits. (i) lv-RWC shall ensure that it launches its vessels during the months of May, June, July, and August at times not in conflict with .Swin7 Gym who will be launching safety and chase vessels and rotating activities on the hour and each half hour. In the event that both licensees are launching vessels at the same time (as for instance in the mornings .during summer rowing camp sessions); the two groups shall share the launch space cooperatively, making room for each other's uses. (j} 1'IRWC shall have the right to use the weight /ergometer room during the Term; provided that during the months of May through August Swim Gym shall have use of said room when not in use by lARV1C in its summer rowing camp. • (k) MRWC shall have the right to utilize the Property to conduct its annual Miami International Regatta, the Sunshine State Games, the Cystic Fibrosis Kayak Challenge, Miami Paddlefest, the South Florida Rowing Championships, and their Blue Blazer Night, as listed with the City of Miami Special Events Committee which shall include set- up and dismantling time on the day before and day after. (1) MRWC, Dragonboats, and Swim Gym shall all provide strict supervision of their respective program participants and shall repair, at their sole cost, any damage caused by their respective officers, employees, participants; invitees and guests. (m) Swim Gym shall have the right to use the swimming pool throughout the Term, provided, however, that Swim Gym shall make every effort to accommodate requests dining the Term for use of the pool -by -1\illiai‘7C-and-Dragonboats•-byallottiugthe use -of one lane of said pool-...--- .. (n) Swim Gym shall have the right to use the warming station, meeting room, boatyard, and exterior play areas as depicted in • Attachments B and C during the period of May, June, Tuly, and August of the Temi Year. Notwithstanding same, Swim Gym may enter the Property during the Tern for the purpose of showing the premises, employee training and meetings, emergency shelter of summer caunp participants in case of lightning storms, set-up and dismantling of equipment and site preparation and cleanup in connection with its surnnner camp program provided such work is done in such a manner to minimize interference to other programming at the Property.• (o) Swim Gym shall have the right to use the weight room weekdays during May, June, July, and August, provided that 1\1JRWC and Swim Uyrn coordinate use of sa d-roonl soas-to-avoid-conflict in -its -use. (p) . Swim Gym shall have •the right to use the common area of .the 1,680 square foot Deluxe Modular trailer during the months of June 2/9/2009 4 and July. Dragonboats, l\[RWC and Swine Gyrn shall share the common area of the Deluxe Modular trailer during the months of April, May, August and September. All three Licensees shall provide the Department .with advance notice for any occasion it may need to use the common area of the trailer. (q) Swim Gyrn shall have the right to conduct bay activities including. but not limited to, swi nuning, and water polo during the months of May, June, July and August. (r) Swim Gym shall coordinate all their safety and chase vessel activities in the bay so as not to conflict with the rowing and paddling programs of MRWC and Dragonboats set forth above. (s) Swim Gym shall provide strict supervision of its program . participants and shall repair, at its sole cost, any damage caused by Swim Gym, its officers, employees; participants, invitees, and guests. The responsibility of strict supervision shall be particularly observed during emergency use of boathouse by participants during lightning storms, preventing children from hanging off of boat racks. (t) Swim Gyrn shall have the right to use the meeting room and such other areas of the Property, as may be necessary in May and June in connection with training and employee orientation and preparation in connection with its summer camp program. Prior notice shall be provided to the Department before such use. (u) All Licensees 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. All Licensees 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-costpei-eity Code-5.=53:- --- --- - --- —. (v) All Licensees shall work cooperatively to schedule and provide a progrnm-of-activities, at their respective sole cost, during the summer and in cooperation with the Department for their designated Miami City youth participants. The City will provide transportation for such participants. (v,i) The City of 1\4ianni reserves the right to use the Property, at no 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 respective Licensees, The City shall make every effort to provide advance notice to the Licensees. The Property facilities will be closed for use by the City by 8:00 p.m. on weekdays and 5:00 p.m. on weekends, unless prior notice is provided to the City by a Licensee and permission is granted by.,tlieParks-Department manager. •_ - 2/9/2009 • 5 E. General Meetings and Events Al.] Licensees shall have the right throughout the Tenn to use the meeting room in connection with its Permitted Use, subject to its availability. Each Licensee shall coordinate said use with the Department, providing sufficient advance notice to its representative. Each Licensee shall clean the Deluxe Modular trailer area, 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. 3. Licensee's Duties and Responsibilities During the Term, each Licensee, at its sole cost and expense, shall perform and oversee all tasks related to the provision of its programs, including, but not limited to, the following: i) be responsible for the provision, installation, repair; . maintenance and replacement of all equipment necessary for its programs; ii) provide adequate personnel to provide quality service at all times. The City shall notify Licensee of any employees of Licensee that are not deemed to be performing in the best interest of the City; iii) upon conclusion of its activities, clean the Propel_ Ly and secure any movable equipment in the designated storage areas; iv) provide security as is required for similar facilities for its Permitted Uses: v) insure that all appropriate equipment and lights have been turned off and appropriate doors locked .at the close of operation within the Property each day; vi) assume all operating costs, except as provided herein, retain all receipts and be responsible for payment of all labor, operating supplies and all other general -adminislianon expenses related to its Permitted ---- vii) at all times during the Tenn continuously conduct operations in the Property in accordance with the terms of this Agreement, except where the Property is rendered unusable by reason of fire or other casualty; viii) be responsible for compliance of any applicable laws to operate the business and to provide copies of the operational licenses, permits and required inspection certificates to the City upon request; ix) pay all federal, state and local taxes, which may be assessed against its operations, equipment, or merchandise while in or upon the Property. 4. Maintenance and Utilities A. Utilities: In consideration of their shared use of the Property, the Licensees agree and acknowledge that the expenses for- water,- gas heating -of pool and electric ---- utilities will be paid to the City on a monthly reimbursement basis in the following pro -rations:: 2/9/2009 6 Water .Electric Gas Heating Pool Sv,/ina Gym 60% 45% 60% MRWC 20% 35% 0% City 10% 10% 40% Dragonboats l0% 10% 0% TOTAL 100% 100% 100% B. The respective monthly amounts obligated by sub -part (A) of this section shall be paid to the City on the first day of each Month along with the monthly Use Fee, which amount shall be based on the average monthly water; electric and gas heating pool charge incurred by the City during the period of September 2007 to August 2008. By way of example, if the total amount of water charges incurred by the City for the period of September 2007 through August 2008 was S18,000, then the average monthly water charge would be $1,500.00 per month. As provided above, Swim Gym would pay 60% of this amount or $900; MR WC would pay 20% of this amount or S300.00; the City would pay 10% of this amount or 1150.00; and Dragonboats would pay 10% of this amount or S150.00. The City shall reassess annually the prorated. percentage payable by each organization and shall make any necessary adjustments necessary. beginning on October 1 in any given Term Year. C. Janitorial Services: Swim Gym shall provide litter control and janitorial services including the provision of supplies, minor plumbing tasks such as un-clogging sinks and toilets for the months of May, June, July, and August during the license terr11_.__1VWC sl�allpr��ide. these same janitorial services for the remaining months of the Term Year. During the months MRWC is responsible for these services, it is required to provide cleaning at least three times per week (e.g. Monday, Wednesday, and Friday) and n-iust provide arlequate hand towels given the level of use by patrons to the Property. Iv1R7,WC must provide cleaning services to the Property. Dragonboats, for its part, shall pay a monthly fee of $100 to the group which has the responsibility of janitorial services. Each organization shall provide clean-up and janitorial services immediately after their own Special Events and/or provide for such clean-up and janitorial services through the Department of Parks and Recreation, irrespective of the date the event occurs. ii. Except for the janitorial services above, the Department shall provide all routinemaintenance and repairs to the building, including all plumbing, electrical, heating, and air conditioning systems and equipment, all doors, floor coverings, interior walls, 2/9/2009 ceilings, decoration (e.g., carpeting, painting, wall .coverings, drapes and other window treatments: etc); and all fixtures and -equipment therein throughout the Tenn, _unless such maintenance and/or repair becomes necessary due to the misuse, act, neglect, fault or omission of a Licensee, its employees, agents, customers, licensees, or invitees in or about the Property, in which case the respective Licensee shall bear the sole . costand expense of the repair. D. Prior to the start of Swirn Gym's sunw.ner camp; MRVJC. Swim Gym and the Department shall perform a walk-thru of the Property noting the condition of the premises. At the expiration of summer camp, Swim Gyin, at its sole cost, shall repair any damage to the Property caused by summer camp use and the parties shall conduct a walk-thru of the property to ensure all repairs have been made. E. In the event the I\RWC, Swim Gyre. or Dragonboats respective license agreement is canceled for any reason during the Term, the expenses set forth above shall become the responsibility of the remaining licensees and the City based on a prorated basis to be negotiated at that time and approved by the Director. F. The City has provided a 1;680 square foot Deluxe Modular trailer to be shared by each Licensee as office space in the performance of their operation. Each Licensee shall be responsible for their own phone lines, copies, etc inside their trailer, and keeping clean their portion of the trailer. The City Manager shall have the right to amend this Agreement to provide for the reimbursement to the City for such costs associated with the use of the trailers. G, Swim Gym shall provide swimming pool maintenance and cleaning throughout the Terns. Neither the City nor Swim Gym shall be required to snake any repairs -to- the -swimming --pool.— In the e„mt.-the-swimming..-pool.-.beDOL,es unusable, the City Manager and Swim Gy.i.n shall have the right to either cancel the Agreement or modify the Agreement to eliminate Swim Gym's use and uuintenance obligations related to the swinu-ning pool, 2/9/20 09 8 CA :WC PC:.IF. /.eNrrorel aWprur 1 3 ua \ !'m nt It Eli e l? \ ill— — EXIIIDIT A (CC,,O feet • nu. , r. ,afro tytarr! verry ��• 7 l re.t OrrCe.rnen. t i 1. r. x tiyur. .M,*t..e.,,:- _ I r On !A i `ten M; * ".�..'r=�• -^...raw.:.'•. .:frrl mot -_ uerm 1.,e•t rr:r•,,,,CLw r.u„c n.. n• , a .,., ,•, a4gFC t Kea •„ -• 71, i'u>"rw neX d'�.LN.rubei.yn Lrq et r.s s:S. :r•-av! '�� ccvr,v.e 1 4 • - - ' 114,..Z • V.. ..\.-, T I 'l • _'_•: c mT.•.>. _ der ..-•e.... _ P C •46a4 r Src,e466- [1 .:. _ I , ;(4 ofir Et-4 ..• _ c.:zti ',s- 4i.x 'Y•'t'J' �""t''.`� `I�'��L '1L•_;: • LK •.p.�• •. • •\•. • Tom:- i'1- • d,. i r� cz �'.11iUL�Cau.T, • i•n • ATTACI{±IENT B JC ., !I I .. :.�II L��-, / VC • r- FLC DRAGONBOATS OFFICE i 7 g I`F • MIAMI ROWING ' OFFTfF. l]-5 Sit' ILti E. -ir T• COMMON AKEA. COMMON AREA o - a if C0HMO N AREA x.c � ice Zr-, Irr ATTACH ENT C 1T-J lif" IL IJi • 111I / swat. Girl. AQUATIC OFFICE / 17.-5 lit. SECRETARY=S CERTIFICATE The undersigned, being the duly elected and acting Secretary'of MIAMI ROWING & WATERSPORTS CENTER, INC., a Not for Profit corporation duly organized and existing under the laws of the State of Florida (the ACompany@), DOES HEREBY CERTIFY that the following resolutions were duly adopted at a regular meeting of the Board of Directors of the Company duly held on May 12, 2009 at which a quorum was present and acting throughout: RESOLVED, that the President of this Corporation, Arturo J. Aballii be and he hereby is authorized and instructed to make, execute and deliver the Revocable License Agreement with the City of Miami delivered to him by Madeline Valdes, the Acting Director of the Department of Public Facilities of the City of Miami; and FURTHER RESOLVED, that the appropriate officers of the Corporation be and hereby are authorized to prepare and obtain any and all documents which the City requires to accompany the aforesaid License Agreement. and said resolutions have not been rescinded and modified in any respect and are in full force and effect on the date hereof. IN WITNESS WHEREOF, the undersigned has execute• this ertificate on this 30th day of June, 2009. [seal] ieg j'• azos,/ :(-tary City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID: 09-00449 Type: Resolution Status: Mayor's Office for Signature Enactment #: R-09-0222 Enactment Date: 5/14/09 Version: 1 Introduced: 4/20/09 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A REVOCABLE LICENSE AGREEMENT ("AGREEMENT"), WHICH IS REVOCABLE -AT -WILL, IN SUBSTANTIALLY THE ATTACHED FORM, WITH MIAMI ROWING & WATERSPORTS CENTER, INC. ("LICENSEE"), A FLORIDA NONPROFIT CORPORATION, TO OCCUPY AND USE APPROXIMATELY 3.44 ACRES OF CITY OF MIAMI ("CITY") OWNED PROPERTY LOCATED AT 3601 RICKENBACKER CAUSEWAY, MIAMI, FLORIDA, WHICH LICENSE SHALL PROVIDE: 1) FOR A USE PERIOD TO COMMENCE OCTOBER 1, 2008 AND EXPIRE SEPTEMBER 30, 2009, WITH THREE (3) ONE-YEAR RENEWAL OPTIONS, SUBJECT TO THREE (3) MONTHS PRIOR WRITTEN NOTICE BY LICENSEE, AND MUTUAL CONSENT OF THE PARTIES; 2) FOR LICENSEE TO PAY A MONTHLY USE FEE TO THE CITY IN THE AMOUNT OF $250, PLUS STATE USE TAX, IF APPLICABLE, AN ADDITIONAL TWELVE PERCENT (12%) OF MONTHLY GROSS REVENUES; 3) FOR A THREE PERCENT (3%) ANNUAL INCREASE TO THE LICENSEE'S USE FEE AMOUNT PAID TO THE CITY; AND 4) THAT ALL AMOUNTS PAID TO THE CITY TO BE RESERVED IN A SPECIAL ACCOUNT BY THE FINANCE DEPARTMENT FOR CAPITAL IMPROVEMENTS, WITH OTHER TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID AGREEMENT. WHEREAS, the City of Miami ('City") is the owner of certain real property and improvements located at 3601 Rickenbacker Causeway, Miami, Florida ("Property"); and WHEREAS, pursuant to Resolution No. 06-0593, adopted October 12, 2006, the City Commission authorized the City Manager to execute a one-year Revocable License Agreement ("Agreement") with Miami Rowing & Watersports Club, Inc. ("Licensee"), with a one-year mutual renewal option, for the use of the Property; and WHEREAS, the Agreement expired on September 30, 2008; and WHEREAS, the City would like to enter into a new Agreement with the Licensee to provide for its continued use of the Property for the purpose of providing water recreational and educational opportunities; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page I Printed on 7/8/2009 Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. (2} Cily of Miami Page 2 Printed on 7/8/2009 DEPARTMENT OF RISK MANAGEMENT INSURANCE/SAFETY APPROVAL FORM Name Olga Zamora Department Public Facilities Review Status Commercial General Liability Philadelphia Indemnity Insurance Company Hired and Non Owned Autos Philadelphia Indemnity Insurance Company Workers Comp: Travelers Casualty & Surety Liquor Liability: Equipment Floater Business Personal Property LETTER IN FILE Excess Medical Coverage United States Fire Insurance Company Excess Liability: Philadelphia Indemnity Insur. c- Company Crime Coverage Pollution: Description Miami Rowing & Watersports Tracking # Date: 7/20/2009 Financial Ratings Strength REQUIREMENTS: A XII A XII A+ XV A XIV A XII nsurance NOT Required ity of Miami is Named Additional Insured The City is providing insurance nCity of Miami is Loss Payee f(1ayfront Park Named Additional Insured APPROVAL Sii'ATUS xx APPROVED Frank Gomez P&C Coordinator Not Approved .Coverage is insufficient Not A Rated Company nA Type of Coverage is Missing Other The City NOT Named Additional Insured Insurance/Safety Comments: Revocable License Agreement between the City of Miami and the Miami Rowing and Watersports Center, Inc. Risk 002 7/20/2009 8:01 AM RightFax C1-1 7/16/2009 5:48:00 PM PAGE 2/003 Fax Server ACORD„ CERTIFICATE OF LIABILITY INSURANCE PRODUCER BROWN & BROWN INSURANCE - HBA DIVISION P 0 BOX 523615 MIAMI, FL 33152-8988 • (888) 661 -3938 .XV716 700 INSURED MIAMI ROWING & WATERSPORTS 3832 SHIPPING AVENUE MIAMI, FL 33146 DATE (MM/DD/YYYY) 07/16/2009 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURER ATRAVELERS CASUALTY AND SURETY COMPANY INSURER 8: NAIC # INSURER C: INSURER D: INSURER E: COVERAGES •THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY' REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH -POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.. I' INSR ADD'L TYPE OF INSURANCE POLICY NUMBER POLICY.EFFECTIVE.: DATE (MAVDD/YY) ' POUCY EXPIRATION ' DATE (MM/DD/YY) LIMITS` LTR 1NSRC . GENERAL LIABIITY COMMERCIAL GENERAL LAE ILFFY _ EACH OCCURRENCE $ DAMAGE 10 RENTED PREMISES (Ea occurrence) $ CLAIMS MADE n OCCUR MED EXP (Any me person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'LAGGREGATE LIMFTAPPLIES PER: POLICY I— JEGT j LOC PRODUCTS - COMPIJP AGG $ AUTOMOBILE _ --H LIABILITY ni� ;-- � U ', 1 , , \fi, 1, �! U u� /M_! �� ,� D COMBINED SINGLE LIMIT (Ea accident) $ (Perperson) $ BODILY INJURY (Per accldern) $ (P�OacpdenDAMAGE $ GARAGE LIABILITY ANY AUTO AUTO ONLY-EAACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY I ICLAIMS MADE DEDUCTIBLE ^.ETEMTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ • A WORKERS ANY CE OfICER/MENBE.' II VeS. S OTHER DESCRIPTION CLUB OF OPERATIONS / LOCATIONS / VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS CERTIFICATE HOLDER CITY OF MIAMI DEPARTMENT OF PUBLIC FACILITY ATTN OLGA ZAMORA ASSET MANAGEMENT DIVISION 444 SW 2ND AVE, 3RD FL. MIAMI, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) 1LJ HCORD CORPORATION 1988 RightFax C1-1 7/16/2009 5:48:00 PM PAGE 3/003 Fax Server IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the. terms and conditions of the policy, certain. policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) Feb 11 09 07:06p POWER AkinIGHTING SYSTEM C ' 64451948 p,1 AGDRp.„ CERTIFICATE OF LIABILITY INSURANCE 02/03/z 09 PRODUCER (610) 363-7999 FAX (610) 363-5231 Roeh rs &Company Inc. PO Box 100, 736 spri ngdal a Dr Exton, PA 19341-0100 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, INSURERS AFFORDING COVERAGE NAIC 4 INSURED United States Rowing Assn 2 Wall Street Princeton, NJ 08540 IH5URERA: Philadelphia Indemnity Ins. Co. 18058 INSURER B: US Fi re INSURERc: INSURER D: INSURER E: V THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IITR ITR AMYL IN SRC -YPE OF INSURANCE POLICY NUMBER GATE IlltAtDpriYI PDATEI AICY PDD/YYYII UMITS GENERAL LIABIUTY PHPK372266 12/31/2008 12/31/2009 EACH OCCURRENCE S. 1,000,000 X COMMERCALGENERALLIABILTY DAMAGE TOREdTED PR-AIIAPR /Fa crnimnrel S 300,000 CLAIMS MADE X OCCUR MED EXP (Ary one person) $ 5,000 A PERSONA_ G AOV INJURY S 1, 000,000 X Contractual Liab. GENERAL AGGREGATE S 5,000,000 GEL AGGREGATE LIMIT APPLIES PER: PRODUC-S. CDMP/OP AGG S 2,000,000 7 POLCY :EST n LCC AUTOMOBILE LIABILITY IAIY AUTO PHPK372266 12/31/200 2/31/2009 \\ COMEV® SINGLE LIMIT' (Ea accident) 1, 000 , 000 ALL OWNED AUTOS SCHEDULED AUTOS �� rl 11 ,�1 l' BODLY INJURY (Per amen) a' A X X HIRED AUTOS NON -OWNED 101 GODLY INJURY (Per accidenNON-OWNEDAUTOS PROPERTY DAMAGE $ C7 (Per acadenN GARAGE LIABIUTY AUTO ONLY • EA ACCDENT S ANY AUTO OTHER THAN EA ACCS AUTO ONLY: AGG S EXCESSNMBR ELLA UABIUTY PHUB258821 12/31/2008 12/31/2009 EACHCOCURREN0E S 1, 00D , 000 X I OCCUR ri CLAIMS MACE AGGREGATE $ 1,000,000 A s DE OUC76LE S X RETENTION 1 10 , DOD 5 WORMERS COMPENSATION AND WC TORY L ITS TU-H. EMPLOYERS' LIABIUTY E.L. EACH ACCIDENT $ AN" PROPRETOR/PARTNERIEXECUTIVE OFFICER/MEMBER EXCLUDED? EL. DISEASE - EA EMPLOYEE S A yes, describe under SPECIAL PROVISCNS bobs EL. DISEASE- POLCY LIMIT S ipXCE55 B Medical GA26932 12/31/2008 12/31/2009 $25,000 DESCRIPTION QF OPERATORS I LOCATIONS / VEHICLES f EXCLUSION§ ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS The cert1f1cate•holder is named as Additional Insured under the liability policy. Coverage is provided ./nder this policy only for the sponsored/supervised activities of the named insured for .which a premium las been paid. This certificate is issued on behalf of USRowing member Miami Rowing and ,atersports Center, Inc. v "`,„ ,V^141,v ` SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL City of Miami 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABIUTY 444 S.. W. Avenue OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. - .2nd Miami, F1 33130 AUTHORIZED REPRESENTATIVE Giles B. Koeh'rs/KFB r ACORD 26 (20D1MB) I mcries /)o j ©ACORD CORPORATION 1988 • I ; Miami Rowing & Watersports Center, Inc. 3832 Shipping Avenue, Miami, Florida 33146 Tel. No. 305-444-8520 Fax No. 305-445-1948 April 17, 2007 City of Miami Department of Economic Development 444 SW 2"d Avenue, 3rd Floor Miami, FL 33130 Dear Sirs: This letter serves to confirm that Miami Rowing & Watersports Center, Inc. has provided the Certificate of Insurance with the General Liability coverage as.required under Section 16 of the Revocable License .Agreement. The aforesaid certificate does not, provide for automobile insurance since Miami Rowing & Watersports Center, .Inc. does not use. automobiles to conduct their business. Additionally, we are requesting a waiver to the "All Risk" insurance under Section 1 6(C). Miami Rowing & Watersports Center, Inc. is providing full release holding the City harmless :Cor any damages incurred by Miami Rowing & Watersports Center, Inc. caused by the perils defined in a Standard All Risk Policy. If you need any clarification, please do not hesitate to contact me at 305-444-8520. Sincerely, HOWA.RD KOSOWSKY Director CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Public Facilities (Asset Management Division) DEPT. CONTACT PERSON: Olga M. Zamora EXT. 1476 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Miami Rowing and Watersports Center, Inc. (the "Licensee" IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $ N/A FUNDING INVOLVED? ❑ YES ® NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT PROFESSIONAL SERVICES AGREEMENT 11 GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ® LICENSE AGREEMENT OTHER: (PLEASE SPECIFY): ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT 9 ?K3 cp) CTIA PURPOSE OF ITEM (BRIEF SUMMARY): The City Commission has authorized the City Manager to execute a revocable license agreement (the "Agreement") with the Licensee for the use of City -owned property located at 3601 Rickenbacker Causeway, for the period beginning October 1, 2008 and ending September 30, 2009, with three (3) one-year renewal options. Furthermore, the Agreement stipulates the Licensee will pay the City a monthly use fee in the amount of $250.00, plus an additional twelve percent (12%) of monthly gross revenues. Other terms and conditions are more particularly set forth in the Agreement. COMMISSION APPROVAL DATE: 5/14/09 FILE ID: 09-00449 ENACTMENT NO.: R-09-0222 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: to w"„O TING INFOR�r MATti�,, , bl;! Date Signature/ Alfa , fa b APPROVAL BY DEPARTMENTAL DIRECTOR 7 8 0/(C/(T i. Vie SUBMITTED TO RISK MANAGEMENT JULrX 9 2005ri.zjArst ,1 ...1cC7 I - - 4, 7: SUBMITTED TO CITY MATTER ID: 7 % bc �,� Pe Ate 6 i� P( — ), ATTORNEY 09-383 APPROVAL BY CHIEF e tx...71 , CO RECEIVED BY CITY MANAGER Isi. ) 1.1 6.- SZ SUBMITTED TO AND ATTESTED BY CITY CLERK 1-A -v 1(P Q ONE ORIGINAL TO CITY CLERK, ONE COPY. TO CITY; ATTORNEY'S OFFICE, REMAINING ORIGINAL(S) TO DEPARTMENT._..___......_.......__ .................._.....__ ...._....._._....... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER [d j City of Miami Master Report Resolution R-06-0593 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID #: 06-01698 Enactment Date: 10/12/06 Version: 1 Controlling Office of the City Status: Passed Body: Clerk Title: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE REVOCABLE LICENSE AGREEMENTS ("AGREEMENTS"), WHICH ARE REVOCABLE AT -WILL, IN SUBSTANTIALLY THE ATTACHED FORMS, WITH SWIM GYM AQUATICS, INC., MIAMI ROWING & WATERSPORTS CENTER, INC., AND MIAMI OVERSEAS CHINESE ASSOCIATION, INC., (COLLECTIVELY "LICENSEES "), TO OCCUPY AND USE APPROXIMATELY 4.2 ACRES OF CITY OF MIAMI ("CITY") OWNED PROPERTY LOCATED AT 3601 RICKENBACKER CAUSEWAY, MIAMI, FLORIDA, WHICH LICENSES SHALL PROVIDE: 1) FOR A USE PERIOD TO COMMENCE OCTOBER 1, 2006 AND EXPIRE SEPTEMBER 30, 2007 WITH A ONE-YEAR MUTUAL RENEWAL OPTION TO SEPTEMBER 30, 2008; 2) LICENSEES TO PAY MONTHLY USE FEES TO THE CITY IN THE AMOUNTS OF $400, $250, AND $100, RESPECTIVELY AND ADDITIONALLY 12% OF THEIR RESPECTIVE MONTHLY GROSS REVENUES, WITH OTHER TERMS AND CONDITIONS AS MORE PARTICULARLY SET FORTH IN SAID AGREEMENTS; FURTHER PROVIDING FOR ACCEPTANCE OF MONTHLY FEES FROM THE LICENSEES IN THE RESPECTIVE AMOUNTS PROVIDED ABOVE FOR THE PERIOD OF OCTOBER 1, 2005 THROUGH SEPTEMBER 30, 2006. Reference: Introduced: 9/18/06 Name: RLA w/ Swim Gym Aquatics, inc.' Requester: Department of Public Cost: Final Action: 10/12/06 Facilities Notes: Sections: Indexes: Attachments: 06-01698 Legislation.pdf, 06-01698 Exhibit .pdf, 06-01698 Exhibit 2 .pdf, 06-01698 Exhibit 3 .pdf, 06-01698 Exhibit 4 .pdf, 06-01698 Exhibit 5 .pdf, 06-01698 Exhibit 6 .pdf, 06-01698 Exhibit 7 .pdf, 06-01698 Exhibit 8 .pdf, 06-01698 Summary Form.pdf Action History Ver. Acting Body Date Action Sent To Due Date Returned Result City of Miami Page I Printed on 6/14/201 I 1 Office of the City 10/2/06 Reviewed and Attorney Approved 1 City Commission 10/12/06 ADOPTED 1 This Matter was ADOPTED on the Consent Agenda. Aye: 5 - Angel Gonzalez, Linda Haskins, Joe Sanchez, Tomas Regalado and Michelle Spence -Jones 1 Office of the Mayor 10/18/06 Signed by the Mayor Office of the City Clerk 1 Office of the City Clerk 10/19/06 Signed and Attested by City Clerk City of Miami Page 2 Printed on 6/14/201 1 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 Property 3 4. Permitted Uses 3 5. Program Operators 4 6. Manner of Property Use 5 7. Term (with one year extension option) 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. Percentage Fee 6 13. Financials 8 14. Returned Check Fee 9 15. Late Payments 10 16. Security Deposit 10 17. Taxes 11 18. Condition of the Property and Maintenance 11 19. Alterations, Additions or Replacements 12 20. Mechanic's Lien 12 21. Licenses, Authorizations & Permits 13 22. No Liability 13 23. No Claim to Assets or Rights of Licensee 14 24. Compliance With Laws 14 25. Additional Expenses 14 26. Indemnification 14 27. Insurance 15 28. Safety 17 29. Americans With Disabilities Act 17 30. City Access To Property 17 31. Public Records 18 32. Nondiscrimination 18 33. No Discrimination in Hiring 18 34. Conflict of Interest 19 35. Waiver of Jury Trial 19 36. Notices 20 37. Advertising 20 38. Waiver 21 39. Ownership of Improvements 21 40. Surrender Of Property 22 41. Compliance with Environmental Laws. 22 42, Invalidity 23 43. Time of Essence 23 44. No Interpretation Against Draftsmen 23 45. Further Acts 23 46. Litigation 23 47. Third Party Beneficiary 24 48. No Partnership 24 49. Amendments 24 50. Miscellaneous 24 51. _ Entire Agreement 24 52. Radon gas 25 53. Authority 25 Exhibit A: Exhibit B: Legal Description Manner of Property Use Attachment A Attachment B ii REVOCABLE LICENSE AGREEMENT This revocable license agreementAgreement") is entered this � (" day of 200/, (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 pelulit anything further; and NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows: I. Recitals. The foregoing recitals are hereby incorporated and made a part of this Agreement. 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, 2006. 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 the approximately 4.2 acres of City -owned real property and improvements at 3601 Rickenbacker Causeway, Miami, Florida, as more particularly shown and described in the survey found in Exhibit "A" attached hereto and made a part hereof. 2 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. 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 hot 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 riot 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. Pernrtitted 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, 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 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, 3 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, 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 Iess 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. S. 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 4 not limited to, the requirement to pay -the Percentage Fees in accordance with Section 12 herein. 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 September 30, 2007. This Agreement may be extended one- year to September 30, 2008 upon the mutual agreement of both parties. Licensee shall request such renewal in writing no later than ninety (90) days prior to the expiration. The City Manager is hereby authorized to exercise such renewal, which may be subject to additional consideration. 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. 5 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 Hundred Fifty Dollars ($250.00), plus State of Florida State Use Tax, if applicable for the license to use the City's Property. 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. 2°' Avenue, 6th Floor, Finance Department, 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. I2. 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 applicable State of Florida taxes (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. For purposes of this License, the term "Gross Revenues" shall include the following revenue received by Licensee: 6 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 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 are restricted or for capital expenditures to the Property; f) any donations or contributions which revenues are restricted for capital 7 g) Gross expenditures for fixtures to,the property..or personalty such as rowing crafts, as approved, in advance, in writing by the City Manager or Director of Asset Manageinent, and which said capital is used at the Property for Permitted Uses; any donation of personalty for use at the Property for Permitted Uses by Club Members. 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. 13. 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, a compilation 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 compilation financial statement and provided Licensee and the Program Operator has commenced and diligently pursued the completion of the compilation, Licensee and the Program Operator may request from the Director a thirty (30) day extension to complete the compilation which request shall not be unreasonably denied. Said accountant shall attest that such statement is prepared in accordance 8 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 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. 14. 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. 9 15. 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 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. 16. Security Deposit. Simultaneously with the execution of this Agreement, the Licensee shall have deposited with City the sum of -Seven Hundred Fifty Dollars and 00/100 ($750.00) (the "Security") as guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this Agreement or in connection with this Agreement If Licensee is in violation 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 thirty (30) clays 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 10 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 upon the termination of this Agreement or upon any later date after which Licensee has vacated the Property 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. 17. 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. 18. 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 11 provide all maintenance to .the Property in accordance with Exhibit "B", except roof and structural portions of the building. 19. 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 shall immediately notify the City of such work. 20. Mechanics' Liens. The Licensee shall not knowingly suffer or permit any mechanics liens to he 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 mechanics 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 mechanics' 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 12 all interest on it and costs and expenses, including reasonable attomeys' 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. 21. 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. 22. 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. 13 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. 23. 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. 24. 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. 25. 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. 26. Indemnification. Licensee shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "lndemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attomey's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection 14 with (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, violation or negligence (whether active or passive) of Licensee or its employees, agents or subcontractors (collectively referred to as "Licensee"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, violation or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Licensee to comply with any of the paragraphs herein or the failure of the Licensee to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Licensee expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Licensee, or any of its subcontractors, as provided above, for which the Licensee's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. 27. 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 Comprehensive• General liability coverage form, or its equivalent, including premises, operations and contractual 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 per occurrence combined single limit for bodily injury and property damage. General Liability shall also include assault and battery and child molestation. 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 15 insurance shall contain a combined single limit- of at -least 1500,000 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. "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. E. 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. F. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the City. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 9'h 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. G. 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 "X" 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, which indicates less coverage than required, does not constitute a waiver of Licensee's obligation to fulfill the insurance requirements herein. 16 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. 28. 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). 29. 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. 30. 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 17 copies of said'keys,1f 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 Ioss, 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. 31. Public Records. Licensee understands that the public shall have access, at all reasonable times, to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. 32. 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. 33. No Discrimination in Hiring. In the performance of this Agreement or any extension thereof, Licensee and/or its 18 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. 34. 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. 35. 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 19 own attomey's fees. 36. 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: If to Licensee: 37. Advertising. 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, 8th Floor Miami, Florida 33130 Department of Public Facilities City of Miami 444 SW 2"d Avenue, 3rd Floor Miami, Florida 33130 Miami Rowing and Watersports Center, Inc. Attention: Dr. Fernando Mendoza, President 3832 Shipping Avenue Miami, Florida 33146 20 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. 38. Waiver. Any waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the City to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Licensee. 39. Ownership Of Improvements. 2] As of the Effective Date and throughout the Tenn 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. 40. Surrender Of Property. Upon the expiration of this Agreement or in the event of cancellation pursuant to revocation, "Cancellation By Request Of Licensee" 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. 41. Compliance with Environmental Laws. 22 Licensee represents and warrants that during the teenof 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 City -owned property in violation of any applicable Environmental Laws. 42. 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. 43. Time of Essence. It is expressly agreed by the parties hereto that tine 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. 44. 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. 45. 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. 46. Litigation. Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or 23 injunctive relief. 47. 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. 48. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venturer of the other. 49. Amendments and Modifications. No amendments or modifications to this Agreement shall be binding on either party unless in writing, approved as to form and correctness by the City Attorney, and signed by both parties. The City Manager is authorized to amend or modify this Agreement as needed. 50. Miscellaneous. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 51. 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. 52. Radon Gas. 24 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 infonnation regarding radon' and radon testing may be obtained from your county public health unit. 53. 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. 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: By: By: Signature 12— 1`1`" L \` Gr. {ZT-0 c c Print Name 25 LICENSEE: Miami Rowing and Watersports Center, Inc. a nonprofit organization under the laws of the State of Florida By: Signature .feiVO/aNP1/4) McMLPG- Print Name ATTEST: G/Liv riscilla A. Thompson ''d-7-o7 City Clerk CITY OF MIAMI, a municipal corporation of the State Agpda Pedro G. •ndez City Manager APPROVED AS TO ANCE REQUIREMENTS: LeeAnn BrefunAdministrator I Department of Risk Management APPRO ED AS TO LEGL FORM AND CORRECTNESS: orge L. m ndez City Att mey HIBYT A: Legal Description LEGAL DESCRIPTION A tract of lond lying in the South 1//2 of Section 17, Township 54 .South, Range 42 East in Miomi—Dade County, Florida and being more - :particularly described as follows: Commence at the Southeast corner of said Section 17 as shown on that certain BOUNDARY SURVEY prepared by Dade County Public Works Department, entitled County Owned Property on and Surrounding ;Virginia Key, dated April 20, 1970; thence along the South line of said •Section 17 N 89 56 '45 " W (N89 56'49.5 "W by description) for 1709.52 feet .to it's_. it tersectipn „with ....line parallel.;,.wrth. ana F6(?:_�Pe+ ;',lortheosterly of the Centerline of kickenbacker Causeway os shown on said county survey; thence along said line N 4522'07" W 1954.40 feet to Point :of Beginning of the hereinafter described trocf; thence S 4437'53" W for 263.00 feet; thence N 4522'07" W for 90.00 feet; thence N 44 37'53" E for 63.00 feet; thence N 45 22'07" W for 105.00 :feet; /hence 5 4437'53" W for 260.00 feet to o point on line 200.00 feet Northeasterly of and parallel with centerline of said Rickenbacker Causeway; thence N 45'22'07" W along said line for 300.00 feet; thence N 4437'53'. E for 460.00 feet; thence 5 45 22'07' E along o line 660.00 feet Northeasterly of and parallel with the Centerline of said Rickenbacker Causeway for 495.00 feet to the Point of 'Beginning. Containing 182,670 square feet, 4.194 acres more or less. EXHIBIT B 1. Definitions A. "Department" shall mean the City of Miami Department of Parks and Recreation. B. "Licensee" shall mean the following entities: Miami Overseas Chinese Association ("Dragonboats") Miami Rowing and Watersports Center, Inc. ("MRWC") Swim Gym Aquatics, Inc. ("Swim Gym") C. The "Term Year" is from October 1 to the following September 30 of any given year the Revocable License Agreement is effective. 2. Services and Use Areas A. Basic Services. Licensee hereby acknowledges that the following are the Basic Services provided by each Licensee currently authorized to operate at the Propert y: Dragonboats • Provides dragonboat paddling activities weekends from approximately 9:00 AM - 2:00 PM and Tuesdays and Thursdays from 5:00.PM -- 8:00 PM. ii. MRWC • Provides masters and similar rowing, kayaking and paddling activities at this facility weekdays from approximately 5:00 AM — 8:30 AM and from approximately 4:30 PM — 7:30 PM and on weekends from 6:00 AM to 1 1:00 AM. • Provides outrigger canoe paddling outside the basin Wednesdays from approximately 5:30 PM — 7:30 PM and weekends from 8:00 AM — 12:00 PM. • Provides youth rowing including use of weight room and rowing (ergonomic) machines during the months of September to June on weekdays from approximately 3:30 PM — 7:30 PM and on weekends from 8:00 AM — 12:00 PM. • Provides youth rowing for the months of June, July and August on weekdays from approximately 8:00 AM — 12:00 PM. Swim Gym, MRWC and the Department shall review this program's operations every two weeks to ensure they remain compatible and. that .strict supervision. is provided as set forth 1/4/2007 1 herein. The Department shall have the right to make programmatic changes in the event Swim Gym's summer camp and MRWC youth program develop operational conflicts which could include, but is not limited to, restructuring hours of operation, requiring additional supervision or canceling the program. Swim Gym ■ Provides a summer camp program including aftercare during the months of May, June, July, and August weekdays from approximately 8:00 AM — 5:30 PM. • Provides adult swimming classes and Learn to Swim program throughout the Term Year. • Provides sailing, kayaking and or other non -motorized watercraft activities so long as said activities are coordinated with MRWC's activities and do not interfere with their rowing activities. Any programming conflicts resulting from the Basic Services provided above shall be resolved by the Director in his or her sole discretion. B. Additional Services Each Licensee may from time to time utilize the Property for "Additional Services" upon the expressed written approval of the Department. An Additional Service is hereby defined as a program or service that is consistent with the Permitted Uses more fully set forth in the respective Licensee's Revocable License Agreement with the City and which Additional Service is offered on a routine or continuing basis, i.e. not a one-time event or Special Event. C. Special Events The Department shall have the sole authority, discretion and responsibility for authorizing Special Events and the related permit at the Property, the collection of fees in connection therewith, and establishing permittee liability insurance requirements to utilize the Property for a Special Event. Any inquiries made from outside parties to the Licensees for a Special Event should be referred to the Department. In the event the City issues a permit to a non -Licensee permittee, the City shall have the sole responsibility to clean or caused to be clean the Property and repair any damages resulting from the Special Event. For purposes of this Agreement, the term "Special Events" as it relates to Licensees shall mean activities at the Property, which exceed the scope of the regular program activities, especially, but not in anyway limited to events which involve a charge to the membership or public. If a Licensee elects to have a Special Event, it shall, at its sole cost and expense, obtain the prior written approval of the Department, obtain all applicable permits and pay any and all other- costs associated- with the issuance of any permits including, but not limited 1/4/2007 2 to, the cost of additional insurance, off -duty police, fire -rescue services and cleanup related to the Special Event. D. Use Areas i. Each Licensee shall have the nonexclusive right (in common with other occupants of the Property) to use the common areas of the Property, for the purposes intended, subject to such rules and regulations as City may establish from time to time. ii. The use areas set forth below are for the purpose of prioritizing the use of space at the Property. Notwithstanding, any Licensee shall have the right to use other portions of the Property not specifically identified below subject to its availability and with the Department's authorization and for the limited purpose of providing its Permitted Use as defined in its respective License Agreement with the City. Licensees shall keep clear these common areas clear of clutter. (a) Dragonboats shall have the right to store four (4) dragonboats on the ground level of the boathouse in the area depicted in Attachment A. (b) Dragonboats shall have the right to exterior storage for additional dragonboats in location depicted in Attachment B, subject to maintaining a through -fare to the water in the boatyard area. (c) Dragonboats shall have the right to additional exterior storage in such other locations that may be available as determined by the Department, in its sole discretion. (d) Dragonboats shall have the right to use other areas of the Property subject to availability and with the Department's authorization. (e) MRWC shall have the right to store its rowing and paddling vessels within the remainder of the boathouse. (f) MRWC shall have the right to exterior storage of vessels in the area depicted in Attachment B, subject to maintaining a through -fare to the water in the boatyard area. (g) MRWC shall have the right to use the maintenance/repair area as depicted in Attachment B. (h) MRWC shall have the right to locate one storage trailer in the area depicted in Attachment B and conditioned on the trailer having all its required permits. (i) MRWC shall ensure that it launches its vessels during the months of May, June, July, and August at times not in conflict with Swim Gym who will be launching safety and chase vessels and rotating activities on the hour and each half hour. In the event that both licensees are launching •vessels at the same time (as for instance in the momings during I /4/2007 3 summer rowing camp sessions), the two groups shall share the launch space cooperatively, making room for each other's uses. (j) MRWC shall have the right to use the weight/ergometer room during the Term, provided that during the months of May through August Swim Gym shall have use of said room when not in use by MRWC in its summer rowing camp. (k) MRWC shall have the right to utilize the Property to conduct its annual Miami International Regatta, the Sunshine State Games, the Cystic Fibrosis Kayak Challenge, Miami Paddlefest, the South Florida Rowing Championships, and their Blue Blazer Night, as listed with the City of Miami Special Events Committee which shall include set- up and dismantling time on the day before and day after. {l) MRWC, Dragonboats, and Swim Gym shall all provide strict supervision of their respective program participants and shall repair, at their sole cost, any damage caused by their respective officers, employees, participants, invitees and guests. (m) Swim Gym shall have the right to use the swimming pool throughout the Term, provided, however, that Swim Gym shall make every effort to accommodate requests during the Term for use of the pool by MRWC and Dragonboats by allotting the use of one lane of said pool. Swim Gym shall have the right to operate one above -ground pool throughout the term, as depicted in Attachment B. (n) Swim Gym shall have the right to use the warning station, meeting room, boatyard, and exterior play areas as depicted in Attachments B and C during the period of May, June, July, and August of the Term Year. Notwithstanding same, Swim Gym may enter the Property during the Term for the purpose of showing the premises, employee training and meetings, emergency shelter of summer camp participants in case of lightning storms, set-up and dismantling of equipment and site preparation and cleanup in connection with its summer camp program provided such work is done in such a manner to minimize interference to other programming at the Property. (o) Swim Gym shall have the right to use the weight room weekdays during May, June, July, and August, provided that MRWC and Swim Gym coordinate use of said room so as to avoid conflict in its use. (p) Swim Gym and MRWC shall be allowed to use the office throughout the Term until such time that the trailers are supplied to Licensees, as provided for in section 4(G) below. (q) Swim Gym shall have the right to use the reception area during the months of June and July. MRWC and Swim Gym shall share the reception area during the months of April, May, August and September. Dragonboats shall provide the City with advance notice for any occasion it may need to use the reception area. 1/4/2007 (r) Swim Gym shall have the right to conduct bay activities including, but not limited to, swimming, and water polo during the months of May, June, July and August. (s) Swim Gym shall coordinate all their safety and chase vessel activities in the bay so as not to conflict with the rowing and paddling programs of MRWC and Dragonboats set forth above. (t) Swim Gym shall have the right to place 'a storage cabinet approximately 4' width x 4' depth x 6' height outside the weight room and additional refrigeration equipment in the warming station area. (u) Swim Gym shall . have the right to place lockers for its employees use in the area outside the weight room during the Term. • (v) Swim Gym shall provide strict supervision of its program participants and shall repair, at its sole cost, any damage caused by Swim Gym, its officers, employees, participants, invitees, and guests. The responsibility of strict supervision shall be particularly observed during emergency use of boathouse by participants during lightning storms, preventing children from hanging off of boat racks. (w) Swim Gym shall have the right to use the meeting room and such other areas of the Property as may be necessary in May and June in connection with training and employee orientation and preparation in connection with its summer camp program. (x) Swim Gym shall have the non-exclusive right to use such areas of the Marine Stadium parking lot not being utilized by others, at no .. additional cost, for parking on the first day of each camp session during the months of May, June, July and August. (y) All Licensees shall work cooperatively to schedule and provide a -program. of activities; at their respective sole cost, during the summer and in cooperation with the Department for their designated Miami city youth participants. The City will provide transportation for such participants. (z) The City of Miami reserves the right to use the Property, at no cost, during the Term provided that such use shall be done in such a manner as to minimize any interference with approved programs of the respective Licensees. The City shall make every effort to provide advance notice to the Licensees. E. General Meetings and Events All Licensees shall have the right throughout the Term to use the meeting room in connection with its Permitted Use, subject to its availability. Each Licensee shall coordinate said use with the Department, providing sufficient advance notice to its representative. Each Licensee shall clean the meeting room, common areas, and other areas it may have used at the conclusion of its activities. 1/4/2007 5 Failure to clean the area may result iri the revocation of this privilege at the sole discretion of the Department. 3. Licensee's Duties and Responsibilitiies During the Term, each Licensee, at its sole cost and expense, shall perform and oversee all tasks related to the provision of its programs, including, but not limited to, the following: i) be responsible for the provision, installation, repair, maintenance and replacement of all equipmeht necessary for its programs; ii) provide adequate personnel to provide quality service at all times. The City shall notify Licensee bf any employees of Licensee that are not deemed to be performing in the best interest of the City; iii) upon conclusion of its activities, clean the Property and secure any movable equipment in the designated storage areas; iv) provide security as is required for similar facilities for its Permitted Uses; v) insure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operation within the Property each day; vi) assume all operating costs, except as provided herein, retain all receipts and be responsible for payment of all labor, operating supplies and all other general administration expenses related to its Permitted Uses; vii) at all times during the Terin continuously conduct operations in the Property in accordance with the terms of this Agreement, except where the Property is rendered unusable by reason of fire or other casualty; viii) be responsible for compliance of any applicable laws to operate the business and to provide copies of the operational licenses, permits and required inspection certificates to the City upon request; ix) pay all federal, state and local taxes, which may be assessed against its operations, equipment, or merchandise while in or upon the Property. 4. Maintenance and Utilities A. Utilities: In consideration of their shared use of the Property, the Licensees agree and acknowledge that the expenses for water and electric utilities will be paid to the City on a monthly reimbursement bdsis in the following pro -rations:: Water Electric Swim Gym 60% 45% MRWC 20% 35% City 10% 10% Dragonboats 10% 10% . TOTAL . 100% 1 00% 1/4/2007 6 B. The respective monthly amounts obligated by sub -part (A) of this section shall be paid to the City on the first day of each month along with the monthly Use Fee, which amount shall be based on the average monthly water and electric charge incurred by the City during the period of September 2005 to August 2006. By way of example, if the total amount of electric charges incurred by the City for the period of September 2005 through August 2006 was $18,000, then the average monthly electric charge would be $1500 per month. As provided above, Swim Gym would pay 60% of this amount or $900; MRWC would pay 20% of this amount or $300; City would pay 10% of this amount or $150; and Dragonboats would pay 10% of this amount or $150. The City shall reassess annually the prorated percentage payable by each organization and shall make any necessary adjustments necessary beginning on October 1 in any given Term Year. C. Janitorial Services: Swim Gym shall provide litter control and janitorial services including the provision of supplies, minor plumbing tasks such as un-clogging sinks and toilets for the months of May, June, July, and August during the license term. MRWC shall provide these same janitorial services for the remaining months of the Term Year. Dragonboats, for its part, shall pay a monthly fee of $100 fee to the group which has the responsibility of janitorial services. [Each organization shall provide clean-up and janitorial services immediately after their own Special Events and/or provide for such clean-up and janitorial services through the Department of Parks and Recreation, irrespective of the date the event occurs. ii. Except for the janitorial services above, the Department shall provide all routine maintenance and repairs to the building, including all plumbing, electrical, heating, and air conditioning systems and equipment, all doors, floor coverings, interior walls, ceilings, decoration (e.g., carpeting, painting, wall coverings, drapes and other window treatments, etc.), and all fixtures and equipment therein throughout the Term, unless such maintenance and/or repair becomes necessary due to the misuse, act, neglect, fault or omission of a Licensee, its employees, agents, customers, licensees, or invitees in or about the Property, in which case the respective Licensee shall bear the sole cost and expense of the repair. 1/4/2007 7 D. Prior to the start of Swim Gym's summer camp, MRWC, Swim Gyrn and the Department shall perform a walk-thru of the Property noting the condition of the premises. At the expiration of summer camp, Swim Gym, at its sole cost, shall repair any damage to the Property caused by summer camp use and the parties shall conduct a walk-thru of the property to ensure all repairs have been made. E. In the event the MRWC, Swim Gym or Dragonboats respective license agreement is cancelled for any reason during the Term, the expenses set forth above shall become the responsibility of the remaining licensees and the City based on a prorated basis to be negotiated at that time and approved by the Director. F. The City shall provide office space to each Licensee. It is currently proposed that a temporary on -site trailer shall be used for this purpose. In lieu of temporary trailer, Licensees shall be provided office/desk space access inside existing building on Property. Each Licensee shall be responsible for their own phone lines, copies, etc inside their trailer, and keeping clean their portion of the trailer. In the event this Agreement is renewed, the City Manager shall have the right to amend this Agreement to provide for the reimbursement to the City for such costs associated with the use of the trailers. Any future use of designated office space by the respective Licensees may be added to this Exhibit B as an addendum, if necessary. G. Swim Gym shall provide swimming pool maintenance and cleaning throughout the Term. Neither the City nor Swim Gym shall be required to make any repairs to the swimming pool. In the event the swimming pool becomes unusable, the City Manager and Swim Gym shall have the right to either cancel the • Agreement or modify the Agreement to eliminate Swim Gym's use and maintenance obligations related to the swimming pool. 1/4/2007 8 • •••••-•C - I • r• ?Vs' ate %La* ram T CAT k•r. maaao y4a. oe , ( cc, e • - X1411iVe 30477 To4.46E .1 agiV,..k a' C1C4, Raarenta Jag r ,rre,e.cse - • - • P b L.)-• flE-C E 4 irL,5,,,‹ ...1VT'it 'a.: *1_, • 1...".•-•;- .37.r • :,„, • _am • &G's, aaaa_kat,...R.aa 21 .41 I., EINEMENIMEWIR .. ....!'-,,......_'5.-„-'"..,:--- .-----•-:'1.:i' —07"..: ,-;VC7-'--"."':"." '1 ''." .zsig — grow .:,• ,,,,„,,,,....„,,„...A. a •warrr'..... • •• ,,, .0 ',..P.L 1.••••••••(a ,14,1,1a4 . ' ta I. i ...- '.... ' .M.i:....".:. ATTACI921ENT A • • • $/.= lay =a.= 3 • 0-• • a 3 ; u _J 0 2 8 0 x 0 < cn - • . C < CU /- oriO IOOa I -I.- ,r•.rr IW b •w A FART or D1SGY4( LAY i r• cintrr .1•- • J•C ac 0.0.0 s: Np O.a.l �- ;.Rn1Vu+LC f �1 ArAchrnfot • • • i 8CffE PACI,V ;?IC!'U$EL�'�'vl Y —. - -L— -•—--.----- -- I • • • _ 1 r.l• • • f0••