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HomeMy WebLinkAboutExhibit 1USE AGREEMENT (Museum Parke— FDOT Area) THIS USE AGREEMENT (the "Use Agreement") is entered into as of the day of 2012, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"), and the MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC., a Florida not -for -profit corporation (the "Museum"). RECITALS: WHEREAS, the City and the Museum entered into that certain Lease Agreement (Miami Art Museum Project) dated as of April 6, 2009, as amended by that certain First Amendment to Lease Agreement (Miami Art Museum Project) dated July 9, 2009 (as so amended, the "Museum Lease"), pursuant to which the Museum leases from the City a portion of land consisting of approximately four (4) acres located in Museum Park (f/k/a Bicentennial Park) in the Greater Miami downtown area; Miami -Dade County, Florida, more particularly described therein (the "Museum Site"); WHEREAS, pursuant to the Museum Lease, the City agreed to (a) use reasonable efforts to negotiate and obtain a lease, license, use or other similar agreement from the State of Florida Department of Transportation ("FDOT") for the portion of land lying adjacent to and north of the Museum Site, referred to in the Museum Lease as the "FDOT Area" and more particularly described in Exhibit A attached hereto and made a part hereof (the "FDOT Area"), which, inter alia, would allow the City (for the benefit of, or through a separate agreement with, the Museum) to use the FDOT Area for certain limited purposes; and (b) grant to the Museum the right to use the FDOT Area for the purposes set forth in and permitted under such lease, license, use or other agreement; WHEREAS, FDOT has leased or is about to lease to the City the FDOT Area pursuant to that certain Lease Agreement between FDOT as "Lessor" and the City as "Lessee" dated , 2012, as amended by that certain Addendum to Lease Agreement between FDOT and the City dated , 2012 (as so amended, the "FDOT Lease"), a true, correct and complete copy of which is attached hereto as Exhibit B and made a part hereof; and WHEREAS, the Museum desires to use and occupy a portion of the FDOT Area which is leased to the City pursuant to the FDOT Lease, and the City desires to grant to the Museum such right to use and occupy such portion of the FDOT Area, on the terms and conditions hereinafter set forth and subject to the terms and conditions of the FDOT Lease. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. RECITALS, DEFINITIONS. The foregoing recitals are true and correct and are incorporated herein by this reference. Capitalized terms used herein without definition shall have the meanings given to them in the FDOT Lease. The FDOT Lease is the "lease" of the FDOT Area, and this Use Agreement grants to the Museum the right to use the FDOT Area, as 1 • contemplated by the Museum Lease (and satisfies the requirements thereof with respect to the • use of the FDOT Area). • 2. PREMISES. The City grants to the Museum the right to use and occupy that certain portion of the FDOT Area more particularly described in Exhibit C attached hereto and made a part hereto ("Premises") during the term of this Use Agreement. 3. TERM. The term of this Use Agreement shall be co-tenninous with the FDOT Lease, including any renewals thereof. Accordingly, (a) the tern of this Use Agreement shall automatically renew as and to the extent the term of the FDOT Lease is renewed by the terns thereof; and (b) if the FDOT Lease shall terminate or expire for any reason, this Use Agreement shall automatically terminate and expire simultaneously therewith. 4. USE AND OCCUPANCY. Throughout the tern of this Use Agreement, the Museum shall have the right to use and occupy the Premises in the same manner and for the same purposes as the FDOT Area may be used and occupied by the City under the FDOT Lease. The parties agree that the FDOT Area, including the Premises shall only be used in a matter consistent with the Museum Park Master Plan. The Museum acknowledges that, pursuant to the terns of the FDOT Lease, no permanent structures or buildings will be allowed to be located within the Premises. In addition, improvements to the Premises, and any changes or additions thereto (collectively, "Alterations"), are subject to the approval of FDOT as and to the extent provided in the FDOT Lease. 5. MUSEUM COVENANTS. The Museum covenants and agrees with the City as follows: (a) The Museum assumes and agrees to abide by and comply with, for the benefit of the City, all covenants, obligations and undertakings of the City as the Lessee under the FDOT Lease as they pertain to the Premises. Notwithstanding the foregoing, the Museum does not assume and does not agree to abide by and comply with any such covenants, obligations and undertakings of the City as the Lessee under the FDOT Lease pertaining to the portion of the FDOT Area that is not included within the Premises (the "Other Premises") or as otherwise set forth herein, all of which shall remain the sole responsibility of the City under the FDOT Lease. (b) The Museum acknowledges and agrees that this Use Agreement is expressly subject and subordinate to all of the terms, covenants and conditions set forth in the FDOT Lease. The Museum shall comply with all terns, covenants and conditions of the FDOT Lease to the extent same apply to a user or occupant of the Premises as provided above. The Museum shall not do or permit its agents, employees or contractors to do anything which would constitute a default by the City as the Lessee under the FDOT Lease. (c) Whenever the consent or approval of FDOT is required pursuant to the FDOT Lease prior to the Museum's performing any act, the Museum shall 2 (b) first obtain the consent of the City, which shall not be unreasonably withheld, conditioned or delayed, prior to, seeking the consent of FDOT. To the extent that FDOT's approval is required for any proposed Alteration or any other matter, the Museum shall have the right, to the extent permitted by FDOT, to submit its request for and secure such approval from FDOT after obtaining City approval as provided above. The Museum shall not make any Alterations to the Premises without the approval of FDOT if and to the extent such approval is required under the FDOT Lease, and shall adhere to any approval process set forth in the FDOT Lease. (d) To the extent permitted by law, the Museum shall indemnify, defend and hold hau nless the City, and its officers, employees, agents and instrumentalities from and against any claim, loss, damage, liability, cost or expense, including reasonable attorneys' fees, arising from or out of the use of the Premises by the Museum, whether such claim be made by an employee or member of the Museum, an employee of the City or by any third party, and whether it relates to injury to persons (including death) or damage to property; provided, however, that the foregoing indemnification shall not extend to those claims, losses, damages, liabilities, costs or expenses asserted against or suffered by the City (or its officers, employees, agents or instrumentalities) which are due to the willful misconduct or negligent acts or omissions of the City (or its officers, employees, agents, contractors, subcontractors, licensees, or invitees), or to any action taken by the City in violation of this Use Agreement or any action not taken by the City that is required under this Use Agreement. 6. CITY COVENANTS. The City covenants and agrees with the Museum as follows: (a) The City shall not (i) make an election not to exercise the renewal options under the FDOT Lease (such that the FDOT Lease will continuously and automatically renew for the renewal terms provided therein) for so long as the Museum Lease remains in effect, or (ii) enter into any agreement with FDOT modifying the FDOT Lease in any manner without the prior written consent of the Museum, which consent shall not be unreasonably withheld so long as the proposed modification will not increase the Museum's obligations or adversely affect the Museum's rights hereunder (in which event the Museum may grant or withhold its consent in its sole discretion), or (iii) enter into any agreement voluntarily terminating the FDOT Lease for so long as the Museum Lease remains in effect. The City shall comply with all terns, covenants and conditions of the FDOT Lease to the extent same apply to a user or occupant of the Other Premises. The City shall not do or permit its agents, employees or contractors to do anything which would constitute a default by the City as the Lessee under the FDOT Lease. Whenever the consent or approval of 3 FDOT' is required pursuant to the FDOT Lease prior to the City's performing, any act (including without limitation making . any improvements to the Other Premises), the City shall first obtain the consent of FDOT. (c) The City shall cooperate with the Museum in connection with, and facilitate, any requests and/or submittals to FDOT by the Museum with . respect to the Premises for the purpose of obtaining any consent or approval of FDOT required under the FDOT Lease. To the extent that FDOT will not permit the Museum to submit requests for approval directly to FDOT,' the City shall seek and pursue such consent or approval on behalf of the Museum. The City shall not be required to incur any costs in connection with its agreements under this subparagraph 6(c). (d) The City shall request that FDOT add the Museum as an additional notice party for notices .and requests to the Lessee under the FDOT .Lease to insure that the Museum receives a copy of all notices and requests from FDOT to the City under the FDOT Lease. The City shall also promptly provide the Museum with a copy of each and every notice and request received or sent by the City as the Lessee under the FDOT Lease. The Museum's address for delivery of notices shall be the address set forth in paragraph 10 below. (e) To the extent and within` the limitations of Section 768.28 of the Florida Statutes, and subject to the provisions of that statute which limit the liability of the City, the City shall indemnify, defend and hold harmless the Museum, and its officers, directors, trustees, employees and agents, from any and all personal injury and property damage claims, losses, liabilities and causes of action, including related reasonable attorneys' fees, which may arise solely as a result of the negligence or willful misconduct of the City in connection with its rights and obligations under this Use Agreement or the FDOT Lease, or its use of the FDOT Area. However, nothing herein shall be deemed to indemnify the Museum from any liability or claim arising out of the willful misconduct or negligent acts or omissions of the Museum (or its officers, directors, trustees, employees, agents, contractors or subcontractors)), or to any action taken by the Museum in violation of this Use Agreement or any action not taken by the Museum that is required under this Use Agreement. 7. INSURANCE. The Museum shall obtain and maintain for the Premises, at its sole cost and expense, the same insurance coverage as required by the Museum Lease and shall comply with all insurance requirements of the Museum Lease in their entirety. 8. DEFAULT. A party shall be deemed in default of this Use Agreement if it defaults under the terns, provisions or obligations hereof and such default is not cured within sixty (60) days after written notice thereof; provided, however, if such default is curable but cannot be cured within sixty (60) days, the defaulting party shall have an additional reasonable 4 period of time to cure such default, not to exceed an additional sixty (60) days, provided that the defaulting party has commenced such cure within the initial 60-day cure period and thereafter diligently and continuously prosecutes the cure of such default to completion. In the event of a default by either party that is not cured within the applicable notice and cure period hereunder, the non -defaulting party shall have all rights and remedies available at law or in equity for the redress of such default, including, but not limited to: (i) an action for damages; (ii) an action for temporary and/or permanent injunction; (iii) an action for specific performance of the terms, conditions and obligations of this Use Agreement; or (iv) any combination of the foregoing. In addition to the foregoing, if the default is of a nature which, if left uncured, would allow FDOT to terminate the FDOT Lease, the non -defaulting party shall have the right of self-help to cure such default directly. 9. RIGHT TO TERMINATE. The City and the Museum hereby agree that if the Museum Lease is properly terminated for any reason, then either party shall have the right to terminate this Use Agreement by written notice to the other party delivered pursuant to the notice provision contained herein. 10. NOTICE. Notices and requests to the City hereunder shall be sent to the City at the address for the City set forth in the FDOT Lease. Notices and requests to the Museum hereunder shall be sent to the Museum at the following address (for the periods of time indicated below): (Prior to the opening of the art museum on the Museum Site) Miami Art Museum of Dade County Association, Inc. 101 Flagler Street Miami, Florida 33130 Attention: Director (After the opening of the art museum on the Museum Site) Miami Art Museum of Dade County Association, Inc. Miami, Florida 331_ Attention: Director All notices and requests to the parties required or permitted hereunder shall be in writing, and shall be personally delivered, or sent by a nationally recognized overnight delivery service, or certified mail, return receipt requested. Notices and requests sent by (i) personal delivery shall be deemed delivered on the day of delivery; (ii) a nationally recognized overnight delivery shall be deemed delivered on the first business day following deposit with such courier; and (iii) certified mail, return receipt requested shall be deemed to have been received by the end of five (5) business days from the proper sending thereof, unless proof of prior actual receipt is provided three (3) business days following deposit in the mail. Each party hereto shall be entitled to change its address for notices and requests from time to time by delivering notice thereof to the other party in the manner provided herein. • (i) 11. MISCELLANEOUS. (a) Successors and Assigns. The obligations of the parties under this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. (b) Governing Law. This Use Agreement shall be construed and enforced in accordance with the laws of the State of Florida. (c) Attorneys' Fees. In the event of any dispute or litigation between the parties arising under this Agreement, each party shall be responsible for its own expenses, including attorneys' fees and court costs, at both trial and appellate levels. (d) Invalid Provisions. The invalidity or unenforceability of any provision in this Use Agreement shall not affect the validity or enforceability of the rest of this Use Agreement. (e) Captions. The captions in this Use Agreement were inserted solely for convenience and shall not be used in construing the provisions that follow them. (f) (g) Counterparts. This Use Agreement may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. Signatures of the parties hereto on copies of this Use Agreement transmitted by email/PDF shall be deemed originals for all purposes hereunder, and shall be binding upon the parties hereto. Entire Agreement. This Use Agreement contains the entire agreement of the parties hereto. No waiver or modification of any provision of this Use Agreement shall be effective unless expressed in writing and signed by all parties hereto. (h) Time of Essence. Time is of the essence as to the performance of the provisions of this Use Agreement. Waiver of Jury Trial. The parties hereby each knowingly,irrevocably, voluntarily and intentionally waive any right such party may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Use Agreement, or arising out of, under or in connection with this Use Agreement or any amendment or modification of this Use 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 to the parties to enter into this Use Agreement. 6 [Signatures follow on next page] 7 IN WITNESS WHEREOF, the parties have individually, through their hands and seals, have executed this Use Agreement as of the day and year first above written. CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Johnny Martinez, PE City Manager APPROVED AS TO FORM AND APPROVED AS.TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie 0. Bru City Attorney Calvin Ellis Risk Management Director 8 Signed, sealed and delivered in the presence of: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC., a Florida not -for -profit corporation By: Name: Title: The foregoing instrument was acknowledged before me this day of , 2012, by the of MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC., a Florida not -for -profit corporation, on behalfof said corporation. He/she is personally known to me or have produced as identification. My Commission Expires: Commission No.: NOTARY PUBLIC State of Florida Notary's Name (printed) L. 9 EXHIBIT A Description and Sketch of FDOT Area [See attached] EXHIBIT B Copy of FDOT Lease [See attached] • EXHIBIT C Description and Sketch of the Premises [See attached] USE AGREEMENT (Museum Park — FDOT Area) THIS USE AGREEMENT (the "Use Agreement") is entered into as of the day of 2012, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"), and the MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC., a Florida not -for -profit corporation (the "Museum"). RECITALS: WHEREAS, the City and the Museum entered into that certain Lease Agreement (Miami Art Museum Project) dated as of April 6, 2009, as amended by that certain First Amendment to Lease Agreement (Miami Art Museum Project) dated July 9, 2009 (as so amended, the "Museum Lease"), pursuant to which the Museum leases from the City a portion of land consisting of approximately four (4) acres located in Museum Park (f/k/a Bicentennial Park) in the Greater Miami downtown area, Miami -Dade County, Florida, more particularly described therein (the "Museum Site"); WHEREAS, pursuant to the Museum Lease, the City agreed to (a) use reasonable efforts to negotiate and obtain a lease, license, use or other similar agreement from the State of Florida Department of Transportation ("FDOT") for the portion of land lying adjacent to and north of the Museum Site, referred to in the Museum Lease as the "FDOT Area" and more particularly described in Exhibit A attached hereto and made a part hereof (the "FDOT Area"), which, inter alia, would allow the City (for the benefit of, or through a separate agreement with, the Museum) to use the FDOT Area for certain limited purposes; and (b) grant to the Museum the right to use the FDOT Area for the purposes set forth in and permitted under such lease, license, use or other agreement; WHEREAS, FDOT has leased or is about to lease to the City the FDOT Area pursuant to that certain Lease Agreement between FDOT as "Lessor" and the City as "Lessee" dated , 2012, as amended by that certain Addendum to Lease Agreement between FDOT and the City dated , 2012 (as so amended, the "FDOT Lease"), a true, correct and complete copy of which is attached hereto as Exhibit B and made a part hereof; and WHEREAS, the Museum desires to use and occupy a portion of the FDOT Area which is leased to the City pursuant to the FDOT Lease, and the City desires to grant to the Museum such right to use and occupy such portion of the FDOT Area, on the terns and conditions hereinafter set forth and subject to the terms and conditions of the FDOT Lease. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. RECITALS, DEFINITIONS. The foregoing recitals are true and correct and are incorporated herein by this reference. Capitalized terns used herein without definition shall have the meanings given to them in the FDOT Lease. The FDOT Lease is the "lease" of the FDOT Area, and this Use Agreement grants to the Museum the right to use the FDOT Area, as 1 contemplated by the Museum Lease (and satisfies the requirements thereof with respect to the use of the FDOT Area). 2. PREMISES. The City grants to the Museum the right to use and occupy that certain portion of the FDOT Area more particularly described in Exhibit C attached hereto and made a part hereto ("Premises") during the term of this Use Agreement. 3. TERM. The term of this Use Agreement shall be co-tenninous with the FDOT Lease, including any renewals thereof. Accordingly, (a) the tern of this Use Agreement shall automatically renew as and to the extent the tern of the FDOT Lease is renewed by the terns thereof; and (b) if the FDOT Lease shall terminate or expire for any reason, this Use Agreement shall automatically terminate and expire simultaneously therewith. 4. USE AND OCCUPANCY. Throughout the term of this Use Agreement, the Museum shall have the right to use and occupy the Premises in the same manner and for the same purposes as the FDOT Area may be used and occupied by the City under the FDOT Lease. The parties agree that the FDOT Area, including the Premises shall only be used in a matter consistent with the Museum Park Master Plan. The Museum acknowledges that, pursuant to the terms of the FDOT Lease, no permanent structures or buildings will be allowed to be located within the Premises. In addition, improvements to the Premises, and any changes or additions thereto (collectively, "Alterations"), are subject to the approval of FDOT as and to the extent provided in the FDOT Lease. 5. MUSEUM COVENANTS. The Museum covenants and agrees with the City as follows: (a) The Museum assumes and agrees to abide by and comply with, for the benefit of the City, all covenants, obligations and undertakings of the City as the Lessee under the FDOT Lease as they pertain to the Premises. Notwithstanding the foregoing, the Museum does not assume and does not agree to abide by and comply with any such covenants, obligations and undertakings of the City as the Lessee under the FDOT Lease pertaining to the portion of the FDOT Area that is not included within the Premises (the "Other Premises") or as otherwise set forth herein, all of which shall remain the sole responsibility of the City under the FDOT Lease. (b) The Museum acknowledges and agrees that this Use Agreement is expressly subject and subordinate to all of the terns, covenants and conditions set forth in the FDOT Lease. The Museum shall comply with all terns, covenants and conditions of the FDOT Lease to the extent same apply to a user or occupant of the Premises as provided above. The Museum shall not do or permit its agents, employees or contractors to do anything which would constitute a default by the City as the Lessee under the FDOT Lease. (c) Whenever the consent or approval of FDOT is required pursuant to the FDOT Lease prior to the Museum's performing any act, the Museum shall 2 first obtain the consent of the City, which shall not be unreasonably withheld, conditioned or delayed,prior to seeking the consent of FDOT. To the extent that FDOT's approval is required for any proposed Alteration or any other matter, the Museum shall have the right, to the extent permitted by FDOT, to submit its request for and secure such approval from FDOT after obtaining City approval as provided above. The Museum shall not make any Alterations to the Premises without the approval of FDOT if and to the extent such approval is required under the FDOT Lease, and shall adhere to any approval process set forth in the FDOT Lease. (d) To the extent permitted by law, the Museum shall indemnify, defend and hold harmless the City, and its officers, employees, agents and instrumentalities from and against any claim, loss, damage, liability, cost or expense, including reasonable attorneys' fees, arising from or out of the use of the Premises by the Museum, whether such claim be made by an employee or member of the Museum, an employee of the City or by any third party, and whether it relates to injury to persons (including death) or damage to property; provided, however, that the foregoing indemnification shall not extend to those claims, losses, damages, liabilities, costs or expenses asserted against or suffered by the City (or its officers, employees, agents or instrumentalities) which are due to the willful misconduct or negligent acts or omissions of the City (or its officers, employees, agents, contractors, subcontractors, licensees, or invitees), or to any action taken by the City in violation of this Use Agreement or any action not taken by the City that is required under this Use Agreement. 6. CITY COVENANTS. The City covenants and agrees with the Museum as follows: (a) The City shall not (i) make an election not to exercise the renewal options under the FDOT Lease (such that the FDOT Lease will continuously and automatically renew for the renewal terrns provided therein) for so long as the Museum Lease remains in effect, or (ii) enter into any agreement with FDOT modifying the FDOT Lease in any manner without the prior written consent of the Museum, which consent shall not be unreasonably withheld so long as the proposed modification will not increase the Museum's obligations or adversely affect the Museum's rights hereunder (in which event the Museum may grant or withhold its consent in its sole discretion), or (iii) enter into any agreement voluntarily terminating the FDOT Lease for so long as the Museum Lease remains in effect. (b) The City shall comply with all teens, covenants and conditions of the FDOT Lease to the extent same apply to a user or occupant of the Other Premises. The City shall not do or permit its agents, employees or contractors to do anything which would constitute a default by the City as the Lessee under the FDOT Lease.. Whenever the consent or approval of 3 FDOT is required pursuant to the FDOT Lease prior to the City's performing any act (including without limitation making any improvements to the Other Premises), the City shall first obtain the consent of FDOT. (c) The City shall cooperate with the Museum in connection with, and facilitate, any requests and/or submittals to FDOT by the Museum with respect to the Premises for the purpose of obtaining any consent or approval of FDOT required under the FDOT Lease. To the extent that FDOT will not permit the Museum to submit requests for approval directly to FDOT, the City shall seek and pursue such consent or approval on behalf of the Museum. The City shall not be required to incur any costs in connection with its agreements under this subparagraph 6(c). (d) The City shall request that FDOT add the Museum as an additional notice party for notices and requests to the Lessee under the FDOT Lease to insure that the Museum receives a copy of all notices and requests from FDOT to the City under the FDOT Lease. The City shall also promptly provide the Museum with a copy of each and every notice and request received or sent by the City as the Lessee under the FDOT Lease. The Museum's address for delivery of notices shall be the address set forth in paragraph 10 below. (e) To the extent and within the limitations of Section 768.28 of the Florida Statutes, and subject to the provisions of that statute which limit the liability of the City, the City shall indemnify, defend and hold harmless the Museum, and its officers, directors, trustees, employees and agents, from any and all personal injury and property damage claims, losses, liabilities and causes of action, including related reasonable attorneys' fees, which may arise solely as a result of the negligence or willful misconduct of the City in connection with its rights and obligations under this Use Agreement or the FDOT Lease, or its use of the FDOT Area. However, nothing herein shall be deemed to indemnify the Museum from any liability or claim arising out of the willful misconduct or negligent acts or omissions of the Museum (or its officers, directors, trustees, employees, agents, contractors or subcontractors)), or to any action taken by the Museum in violation of this Use Agreement or any action not taken by the Museum that is required under this Use Agreement. 7. INSURANCE. The Museum shall obtain and maintain for the Premises, at its sole cost and expense, the same insurance coverage as required by the Museum Lease and shall comply with all insurance requirements of the Museum Lease in their entirety. 8. DEFAULT. A party shall be deemed in default of this Use Agreement if it defaults under the terns, provisions or obligations hereof and such default is not cured within sixty (60) days after written notice thereof; provided, however, if such default is curable but caiuiot be cured within sixty (60) days, the defaulting party shall have an additional reasonable 4 period of time to cure such default, not to exceed an additional sixty (60) days, provided that the defaulting party has commenced such cure within the initial 60-day cure period and thereafter diligently and continuously prosecutes the cure of such default to completion. In the event of a default by either party that is not cured within the applicable notice and cure period hereunder, the non -defaulting party shall have all rights and remedies available at law or in equity for the redress of such default, including, but not limited to: (i) an action for damages; (ii) an action for temporary and/or permanent injunction; (iii) an action for specific performance of the terms, conditions and obligations of this Use Agreement; or (iv) any combination of the foregoing. In addition to the foregoing, if the default is of a nature which, if left uncured, would allow FDOT to terminate the FDOT Lease, the non -defaulting party shall have the right of self-help to cure such default directly. 9. RIGHT TO TERMINATE. The City and the Museum hereby agree that if the Museum Lease is properly terminated for any reason, then either party shall have the right to terniriate this Use Agreement by written notice to the other party delivered pursuant to the notice provision contained herein. 10. NOTICE. Notices and requests to the City hereunder shall be sent to the City at the address for the City set forth in the FDOT Lease. Notices and requests to the Museum hereunder shall be sent to the Museum at the following address (for the periods of time indicated below): (Prior to the opening of the art museum on the Museum Site) Mia1mi.Art Museum of Dade County Association, Inc. 101 Flagler Street Miami, Florida 33130 Attention: Director (After the opening of the art museum on the Museum Site) Miami Art Museum of Dade County Association, Inc. Miami, Florida 331 Attention: Director All notices and requests to the parties required or permitted hereunder shall be in writing, and shall be personally delivered, or sent by a nationally recognized overnight delivery service, or certified mail, return receipt requested. Notices and requests sent by (i) personal delivery shall be deemed delivered on the day of delivery; (ii) a nationally recognized overnight delivery shall be deemed delivered on the first business day following deposit with such courier; and (iii) certified mail, return receipt requested shall be deemed to have been received by the end of five (5) business days from the proper sending thereof, unless proof of prior actual receipt is provided three (3) business days following deposit in the mail. Each party hereto shall be entitled to change its address for notices and requests from time to time by delivering notice thereof to the other party in the manner provided herein. 5 11. MISCELLANEOUS. (a) Successors and Assigns. The obligations of the parties under this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. • (b) Governing Law. This Use Agreement shall be construed and enforced in accordance with the laws of the State of Florida. (c) Attorneys' Fees. In the event of any dispute or litigation between the parties arising under this Agreement, each party shall be responsible for its own expenses, including attorneys' fees and court costs, at both trial and appellate levels. (d) Invalid Provisions. The invalidity or unenforceability of any provision in this Use Agreement shall not affect the validity or enforceability of the rest of this Use Agreement. (e) (f) (g) Captions. The captions in this Use Agreement were inserted solely for convenience and shall not be used in construing the provisions that follow them. Counterparts. This Use Agreement may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same instrument. Signatures of the parties hereto on copies of this Use Agreement transmitted by email/PDF shall be deemed originals for all purposes hereunder, and shall be binding upon the parties hereto. Entire Agreement. This Use Agreement contains the entire agreement of the parties hereto. No waiver or modification of any provision of this Use Agreement shall be effective unless expressed in writing and signed by all parties hereto. (h) Time of Essence. Time is of the essence as to the performance of the provisions of this Use Agreement. (i) Waiver of Jury Trial. The parties hereby each knowingly, irrevocably, voluntarily and intentionally waive any right such party may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Use Agreement, or arising out of, under or in connection with this Use Agreement or any amendment or modification of this Use 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 to the parties to enter into this Use Agreement. [Signatures follow on next page] 7 IN WITNESS WHEREOF, the parties have individually, through their hands and seals, have executed this Use Agreement as of the day and year first above written. CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Johnny Martinez, PE City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie 0. Bru City Attorney Calvin Ellis Risk Management Director 8 Signed, sealed and delivered in the presence of: Print Name:. STATE OF FLORIDA COUNTY OF MIAMI-DADE MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC., a Florida not -for -profit corporation By: Name: Title: The foregoing instrument was acknowledged before me this day of , 2012, by the of MIAMI ART MUSEUM OF DADE COUNTY ASSOCIATION, INC., a Florida not -for -profit corporation, on behalf of said corporation. He/she is personally known to me or have produced as identification. My Commission Expires: Commission No.: • NOTARY PUBLIC State of Florida Notary's Name (printed) 9 EXHIBIT A Description and Sketch of FDOT Area [See attached] Exhibit A:: B.anD .R Y SURVEY PARCEL No. RWMS 3991 tn N WM' H TErap 11111001. 11 �-��+'a""�////�//, NE 12 H ST Nr 11 ? 1TH TE / NEW WORLD NE 11TH ST 11TH ST TER BICENTENNIAL PARK NE 9TH Si z NE BM 7TH T BISCAYNE -395 (VICINITY MAP) SECTION 5, TDWWSHIP 54S, RANGE 42E MIAMI-DADE COUNTY NOT VALID WITHOUT THE SIGNATURE AND ORIGINAL RAISED SEAL OF THE FLORIDA PROFESSIONAL SURVEYOR AND MAPPER IN RESPONSIBLE CHARGE - SEE SHEET 2 OF 3 FOR NOTES AND LEGEND. NOT VALID UNLESS COMPLETE. NOT TO SCALE IARELIS DIA�Z TAYA3 FLORIDA PROFESSIONAL SURV£Y0 MD MAPPER NUMBER 6631 FOR THE FIRM OF MILLER LEGG AND ASSOCIATES. INC.. L.S. 6660 1041E NW 31 TERRACE MIAMMI FL. 33112 13051 599.G38t FLORIDA DEPARTMENT OF TRANSPORTATION DISTRICT 6 BOUNDARY SURVEY PARCEL NO. RWMS 3991 STATE ROAD NO. 836 CI-395) MIANSI-DADE COUNTY BY DATE 'PREPARED BY; MILLER LEGG AND ASSOCIATES, INC. DMA SOURCE; DRAM 1.D. 3/3D/ID CHECKED S.M.F. 3 /3D/I D F.P. ID. 251503-1 SECTI.ONt 87200-2401. SHEET I OF 3 LEGAL DESCRIPTION OF FOOT PARCEL NO. RWVIS 3991: A PORT:I°.ON..OF BELCHER_OI•L.COMPANY. SUBDI:VI.SION, ACCORDING TO THE PLAT THEREOF, AS -:RECORDED IN •PLAT ;BOOK 34., AT:.PAGE"29, OF THE PUBLIC RECORDS OF`MIAMI-DADE COUNTY. FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE ,NORTHE'AST CORNER -OF TRACT "A" OF NEW WORLD CENTER BICENTENNIAL PARK, ACCORDING TO THE 'PLAT THEREOF. ASRECORDED IN PLAT BOOK 140. AT PAGE 50. OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTYLORIDA: THENCE 'SOUTH .B7°38'33=" -WEST, ALONG THE NORTH :BOUNDARY - OF SAID TRACT "A"., A:;DISTANCE .OF r26 9.9°FEET: THENCE NORTH 25°29'24 " WEST. A :D;I:STANCE :OF '36:31 FEET; THENCE SOUTH 64°30.'.3,9"-WEST, A DISTANCE OF- 85.00 FEET TO THE NORTH BOUNDARY OF :SAID TRACT "A"; THENCE SOUTH 8'7°38'33" WEST, ALONG THE NORTH -BOUNDARY -OF SAID TRACT "A". AND ALONG. ITS WESTERLY EXTEN.TION AA DISTANCE OF 288.1`0, FEET; TO A.POINTON THE SOUTHERLY RIGHT-OF-WAY LINE OF .STATE ROAD .83fi 41-3.95 (THE NEXT THREE'COURSES ARE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE); THENCE NORTH 63°.00'.53" EAST, A DISTANCE OF 224.43 FEET TO THE POINT OF CURVATURE .OF A CIRCULAR CURVE CONCAVE TO THE.•SOUTHEASTI THENCE RUN NORTHEASTERLY AND EASTERLY ALONG -THE ARC OF SAID.CIRCULAR CURVE TO THE SOUTHEAST, HAVING A RADIUS OF 577.00 FEET, THROUGH A CENTRAL ANGLE OF 13°24'55", FOR AN ARC DISTANCE OF 135.10 FEET TO A POINT OF -COMPOUND CURVATURE•WITH A CIRCULAR CURVE' CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY AND EASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE SOUTHEAST, HAVING A RADIUS OF 477.00 FEET, THROUGH A CENTRAL ANGLE OF 9°444'D3". FOR AN ARC DISTANCE OF 81.04 FEET: THENCE NORTH B&°0.9'51" EAST. A DISTANCE OF 94.70 FEET TO A -POINT ON THE EXTENDED EAST BOUNDARY LINE OF SAID TRACT "A"; THENCE ALONG SAID LINE SOUTH 02°24'35" EAST. A DISTANCE OF 146.39 FEET TO THE POINT OF BEGINNING. LYING IN THE CITY OF MIAMI, SECTION 6. TOWNSHIP 54S, RANGE 42E, MIAMI-DADE COUNTY, FLORIDA AND CONTAINING 56,423 SQUARE FEET (1.30 ACRES). MORE OR LESS. LEGEND; P.S.M. PROFESSIONAL SURVEYOR AND MAPPER L.B. LICENSED BUSINESS P.O.B. POINT .OF BEGINNING P.O.C. PRINT OF COMMENCEMENT P.B. PLAT BOOK PG. PAGE D.C.R. DADE COUNTY RECORDS L CURVE LENGTH R CURVE RADIUS CURVE DELTA D CURVE DECREE T CURVE TANGENT P.I. POINT OF INFLECTION FOOT FLORIDA DEPARTMENT OF TRANSPORTATION DCPWD DADE COUNTY PUBLIC WORKS DEPARTMENT NO. NUMBER POT POINT OF TERMINATION PT POINT OF TANGENCY PC POINT OF CURVATURE RT RIGHT SURVEYOR'S NOTES I) THIS IS A BOUNDARY SURVEY. CONDUCTED IN ACCORDANCE WITH THE MINIMUM TECHNICAL STANDARDS FOR SUCH A SURVEY AS CONTAINED IN CHAPTER 5J-17 OF THE FLORIDA ADMINISTRATIVE CODE. 2) THE BASIS OF BEARING IS THE NORTH LINE OF TRACT "A." BICENTENNIAL PARK. WITH A BEARING OF S87°38'33"W, AS SHOWN PER FOOT SECTION 87200-000B RIGHT-OF-WAY MAP OF SR 836 (1 -395). 3).LAST DAY OF FIELD WORK; 6 OCTOBER 2009. 4) NO ATTEMPT WAS MADE TO LOCATE OR IDENTIFY POTENTIAL UNDERGROUND ENCROACHMENTS. 5) SUBJECT PARCEL WAS NOT ABSTRACTED FOR RIGHTS -OF -WAY, RESERVATIONS, OR OTHER MATTERS OF RECORD. IARELIS D �`y ZAYAS FLORIDA PROFESSIONAL SURVEYOR' AND MAPPER NUMBER 6631 FOR THE FIRM OF MILLER LEOG AND ASSOCIATES. INC.. L.B. 6600 1041E NW 31 TERRACE MIAbMI FL. 33172.13D5) 590-C381 FLORIDA DEPARTMENT OF TRANSPORTATION DISTRIC 6 BOUNDARY SURVEY PARCEL RWMS 3991 STATE ROAD NO. 836 t I -395) MII AMI -DADE COUNTY BY DRAWN I.D. DATE !PREPARED BY. MILLER LEGC AND ASSOCIATES. INC. 3-30-10 DATA SOURCEr REVISION BY DATE CHECKED S.M.F. 13.30-10 F:P. ID. 251503-1 SECTION 87200-2401 SHEET 2 OF 3 SR a4 ,� 5 P477.00'' cEmo le51 B1Z� WN c49°44 0- p5 � >� F£� � 'S 04 Q0'c I II I ck% of a F0o00 I 1 0\" 6-l20 �NQ ,col \ o�A N! 63 0 Q17Co00 7 63 OF p0� L1N� p 2 oc gg° $12 i L r R1 C'N PE s lC14 �' �tip53 Q�ZEO� 13' � 5 0 FOUND �/2 I ROD LB 6680 Sc0tti� ‘1ZtV 30UN PARCEL 3 A ,R Y S RVEY \1S. 3 `9 9 SECTION 6, TOWNSHIP'54S, RANGE MIAMI-DADE COUNTY Curve CI P.1.5TA.1043.06.26 A 16° 46' 00' I RT ) D • 30'0D' 00" T • 282.02' L • 560.00' R 1..909.86' P.C•STA.1040.24:24 P.T.STA.1045.94.24 42E 1045 . \\ SET NAIL AND 0 / 0.13'E, D.�;,3` 288.10' co, ho t PARCEL A-9 VACANT 0 50 IDO .' • \ DISC LB 6680 / FOUND 1' .1'E, AND �05,'0 / DISC STAMPED PRM i 200 FOUND 1/ ' e' �� LB 668D IRON ROD gOvaL Ar PARCEL A-2<�`r�� �tiS p ARCS VACANT NORTH BOUNDARY TRACT 'A' KO' BICENTENNIAL PARK • P.B. 140. PG. 50 (BASIS OF BEARING) 300 Score€ I' . 100' SET p 8i• IV LIMITED ACCESS RIGHT-OF-WAY LINE PER FDOT SECTION B7200-00DB N86°09' 51 "E NAIL AND DISC LB 668D BELCHER OIL COMPANY SUBDIVISION (P.B 34, PG. 29, D.C.R.) FOUND 1/2- IRON ROD LB 6680 N25°29'21 94.70 126.99 lrrn n m-N-1 n0 rrn o ra D -4 N 0 _. N 0 p ,N �W Potki AG" FOUND NAIL AND DISC LB 6680 1:046.1 0.93 PER RIGHT-OF- WAY MAP. SECTION 8.7200-000B ( STATE ROAD 836 / 1 - 395 ) FOUND. NAIL AND DISC LB 6680 F.O.B. NE CORNER OF TRACT A" (P.B. 140. PG. 50, D.C.R. ) FOUND /LB 6680 ROD IAREL IS DIAZ Z�`YAS FLDRIDA PROFESSIONAL SURVEYOR AS) MAPPER WAGER 6631 FOR THE FIRM OF MILLER LEGO AND ASSOCIATES, INC.. L.B. 6680 10418 NIT 31 TERRACE MIAMI FL. 331.72 1305) 599-6381 FLORIDA DEPARTMENT OF TRANSPORTATION DISTRICT 6 BOUNDARY SURVEY PARCEL NO. RWMS 3991 STATE ROAD N0. 836 (1 -395 ) I 1 AMI -DADE COUNTY DATA SOURCE, Sbq BY DATE DRAtl141 I.0. 3-S0-I0 PREPARED BY. . MILLER LEGO AND ASSOCIATES, INC. REVISION DY DATE CHECKED S.M.F. 3-3D-10 F.P. -ID. 251503-1 SECTION 87200-2401.1 SHEET 3 OF 3 EXHIBIT B Copy of FDOT Lease [See attached] STATE OF FLORIDA" DEPARTMENT OF TRANSPORTATION LEASE ApRpivigNT THIS AGREEMENT, madethis day of ITEM/SEGMENT NO.: ?515031 MANAGING DISTRICT: Six FAF, NO: 1395-1(35)3;. STATE ROAD: NO.:.836/IL395 COUNTY.: Miami=Dade 575-060:33 RIGHT oFwAY oec - 00r09 OF FLORIDA DEPARTMENT OF TRANSPORTATION, (hereinafter called the Lessor), and 444 SW:Second Avenue, 3rd Floor, Miami, Florida 33130 • by: andbetween the -STATE The •City ;of_Miami (hereinafter called the Lessee.) WITNESSETH: In consideration of the mutual covenants contained herein, the parties agree as follows: 1. Property and Term. Lessor does • hereby lease unto Lessee the property described in Exhibit "A", attached and made a part hereof, fora term of See Addendum beginning and ending . This Lease may be renewed for an additional See Addendum term at Lessee's option, subject to the rent adjustment as provided in Paragraph 3 below. Lessee shall provide Lessor See Addendum days advanced written notice of its exerdise of the renewal option. If Lessee holds over and remains in possession of the property after the expiration of the term specified in this Lease, or any renewals of such term, Lessee's tenancy shall be considered a tenancy at sufferance, subject to the same terms and conditions as herein contained in this Lease, This Lease is subject to all utilities in place and to the maintenance thereof as well as any other covenants, easements, or restrictions of record. This Lease shall be construed as a lease of only the interest, if any, of Lessor, and no warranty of title shall be deemed to be given herewith. 2. Use. The leased property shall be used solely for the purpose of See Addendum If the property is used for any other purpose, Lessor shall have the option of immediately terminating this Lease. Lessee shall not permit any use of the property in any manner that would obstruct or interfere with any transportation facilities. Lessee will further use and occupy the leased property in a careful and proper manner, and not commit any waste thereon. Lessee will not cause, or allow to be caused, any nuisance or objectionable activity of any nature on the property. Lessee will not use or occupy said property for any unlawful purpose and will, at Lessee's sole cost and expense, conform to and obey any present or future ordinances and/or rules, regulations, requirements, and orders of govemmental authorities or agencies respecting the use and occupation of the leased property. Any activities in any way involving hazardous materials.or substances of any kind whatsoever, either as those terms may be defined under any state or federal laws or regulations, or as those terms are understood in common usage, are specifically prohibited. The use of petroleum products, pollutants, and other hazardous materials on the leased property is prohibited. Lessee shall be held responsible for the performance of and payment for any environmental remediation that may be necessary, as determined by the Lessor, within the leased property. If any contamination either spread to or was released onto adjoining property as a result of Lessee's use of the leased property, the Lessee shall be held similarly responsible. The Lessee shall indemnify, defend, and hold harmless the Lessor from any claim, loss, damage, costs, charge, or expense arising out of any such contamination,, 3. Rent. Lessee shall pay to Lessor as rent, on or before the first day of each rent payment period, the sum of One dollar ($1.00) - plus applicable tax, for each year of the term. If this Lease. is_ terminated prior to the end of any rent payment period, the unearned portion of any rent payment, less any other amounts that may be owed to Lessor, shall be refunded to Lessee. Lessee shall pay any and all state, county, city, and local taxes that may be due during the term hereof, including any real property taxes. Rent payments shall be made payable to the Florida Department of Transportation and shall be sent to Florida Dept. of Transportation, RAN Property Management, Rm 6105-B, 1000 NW 111 Avenue, Miami, FL 33172 . Lessor reserves the right to review and adjust the rental fee biennuatly and at renewal to reflect market conditions. Any installment of rent not received within ten (10) days after the date due shall bear interest at the highest rate allowed by law from the due date thereof, per Section 55.03(1), Florida Statutes. This provision shall not obligate Lessor to accept late rent payments or provide Lessee a grace period. .575-060-33 FJGHf OF WAY OGC - 08/09 4. Improvements: ,No structuresorimprovernents of any-kindshall be placed upon the property:wlthout theprior.written approval of the District Secretary for.'Distriot.Six .of. Lessor.,Any such structures -or Improvements; shall be constructed,in a good and workmanlike mariner at':Lessee's sole cost and expense ?Subject to any' landlord; -lien any structures: or • impe rovments construte cd by Lessee shall be vremoed by :Lssee, at ssee'ssol Lee-ceet and expense, by midnight on'the'• day of termination;of this;:Lease:and the leased property,.;restored.as nearly as pradtical:to Its condition• at.the.time.'this Lease is:executed. Portable or temporaryadvertising signs:are prohibited. ,Lessee shall perform at the sole expense of Lessee all wort required in the preparation of the leased property for occupancy by Lessee, Inthe absence of any speciahprovision herein contained the contrary, and Lessee does: hereby accept theleased=property as now being in'fit'and tenantable condition for all:purposes of Lessee. Lessor reserves.theright to inspect the.property:and.to require whateveradjustmentto structures or improvements as. Lessor, in its sole` discretion, deems necessary: Any' adjustments: shall be done at Lessee's sole cost and: expense. • 5. Maintenance .Lessee:shallkeepa and maintain the leased property: and any. building or. other structure, -now or hereafter erected thereon In,.;good and-safe:condition and repair at Lessee's own expense during the existence:of:this Lease, and shall; keep the same free and clear of any and all grass, weeds;:'brush, and debris of any kind, so asto prevent the same from:becoming dangerous, inflammable,or objectionable. Lessor shall°have no duty to..inspect or maintainany of the leased property or buildings, and other structures thereon, during -the term of this Lease; however, Lessor shall have.the right, upon twenty-four (24) hours notice to:Lessee, to enter the leased property for purposesof inspection, including conducting an environmental assessment. Such assessment may include: surveying;: sampling of building materials,soil, and groundwater;°monitoring well installations; soil: excavation; groundwater remediation; emergency asbestos abatement operation and maintenance inspections; and, any other actions which may be reasonable and necessary. Lessors right of entry shall not obligate inspection of the property by Lessor, nor shall it relieve the Lessee of its duty to maintain the leased property. In the event of emergency due to a release or suspected release of hazardous waste on the. property, Lessor shall have the right of immediate inspection, and the right, but not the obligation, to engage in remedial action, without notice, the sole cost and expense of which shall be the responsibility of the Lessee. 6. Indemnification. (select applicable paragraph) Q Lessee is a Govemmental Agency To the extent provided by law, Lessee shall indemnify, defend, and hold harmless the Lessor and all of its officers, agents, and employees from any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by Lessee, its agents, or employees, during the performance of the Lease, except that neither Lessee, its officers, agents, or employees will be liable under this paragraph for any claim, loss, damage, cost, charge, or expense arising out of any act, error, omission, or negligent act by the Lessor or any of its officers, agents, or employees during the performance of the Lease. When the Lessor receives a notice of claim for damages that may have been caused by the Lessee, the Lessor will immediately forward the claim to the Lessee. Lessee and the Lessor will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the Lessor will determine whether to require the participation of Lessee in the defense of the claim or to require that Lessee defend the Lessor in such claim as described in this section. The Lessor's failure to promptly notify Lessee of a claim shall not act as a waiver of any right herein to require the participation in or defense of the claim by Lessee. The Lessor and Lessee will each pay Its own expenses for the evaluation, settlement negotiations, and trial, if any. 0 Lessee is not a Governmental Agency Lessee shall indemnify, defend, save, and hold harmless Lessor, its agent, officers, and employees, from any losses, fines, penalties, costs, damages, claims, demands, suits, and liabilities of any nature, including attorney's fees, (including regulatory and appellate fees), arising out of,or because of any acts, action, neglect, or omission by Lessee, or due.to any accident, happening, or occurance on the leased property or arising in any manner from the exercise or attempted exercise of Lessee's rights hereunder whether the same regards person or property of any nature whatsoever, regardless of the apportionment of negligence, unless due to the sole negligence of Lessor. Lessee's obligation to indemnify, defend and pay for the defenses or at Lessor's option, to participate, and to associate with the Lessor in the defense and trial of any claim and any related settlement negotiations, shall be triggered by the Lessor's notice of claim --. for indemnification-to.Lessee._Lessee's.inability__to_evaluate„liabilty oetts_eyaluatio,n.o liability_stalLnot,,excuse._essee's duty to defend and indemnify within seven days after such notice by the Lessor is given by registered mail. Only an adjudication or judgement after the highest appeal is exhausted specifically finding the Lessor solely negligent shall excuse performance of this provision by Lessee. Lessee shall pay all costs and fees related to this obligation and its enforcement by Lessor. Lessors failure to notify Lessee of claim shall not release Lessee of the above duty to defend. 575-06033 RIGHT. OF WAY OGG - 08108 7. 'Insurance. Lessee at its expense, shall maintain:at:all times during the term•of this Lease;; public liability insurance protecting . Lessor and;Lessee:against-any end-all claims for injury and damage to persons. and property, and for the: loss of life or property occurri, onng in.ar.about.the,propery arising,out of; the act,negligence,-omission, nonfeasance,. or malfeasance: of. Lessee,.its employees .agents,?contractors; customers,lioense� and invitees Such i for bodily injulry a came to any one perso ount of not less than SeeAdderidum '000 n or any number of persons in any one occurrence and not less than See Addendum ($ 0.00 ) forpropertydamage,ora combinedcoverage.ofnotlessihan- SeeAddendumrs;:.($ D.DO.=. ..). .. -the State of Florida and all suchpolicies shall conteln a All rsuch policies shall be issued by�companles licensed to do bustnessrn provisiorr whereby:the same cannot_be canceled or modified unless Lessor is giver -rat leastsixty (60) days:prior writterr notice .of. such canceliation.or.modifcation: Lessee shall,provide: Lessor; certificates. showing such insurance to be fn place and• -showing Lessor as'addttional insured under -the policies: If self -insured or under a risk management program, Lesseerepresents' that such minimum coverage for liability:will be provided for the leased•property. Lessor may require the amount of any public liability insurance to be maintained by Lessee be increased so that -the amount thereof adequately protects Lessor's interest. Lessee:further agrees that it shall during the full term of this Lease and at Its own expense keep the leased property and any improvements thereon fully -insured against loss or damage. by fire and other casualty. Lessee also agrees that It shall during the full term of this Leaseand at its own expense`keep the contents and personal property located on the leased property fully insured -against loss or damage by fire or other casualty and does hereby release and waive on behalf of itself and its insurer, by subrogation or otherwise, all claims against Lessor arising out of any fire or other casualty whether or not such fire or other casualty shall have resulted in whole or in part from the negligence of the Lessor. 8. Eminent Domain. Lessee acknowledges and agrees that its relationship with Lessor under this Lease is one of landlord and tenant arid .no other relationship either expressed or implied shall be deemed to apply to the parties under this Lease. Termination of this Lease for any cause shall not be deemed a taking under any eminent domain or other law so as to entitle Lessee to compensation for any interest suffered or lost as a result of termination of this Lease, including any residual interest in the Lease, or any other facts or circumstances arising out of or in connection with this Lease. Lessee hereby waives and relinquishes any legal rights and monetary claims which it might have for full compensation, or damages of any sort, including special damages, severance damages, removal costs, or loss of business profits, resulting from Lessee's loss of occupancy of the leased property, or any such rights, claims, or damages flowing from adjacent properties. owned or leased by Lessee as a result of Lessee's loss of occupancy of the leased property. Lessee also hereby waives and relinquishes any legal rights and monetary claims which it might have for full compensation, or damages of any sort as set out above, as a result of Lessee's loss of occupancy of the leased property, when any or all adjacent properties owned or leased by Lessee are taken by eminent domain proceedings or sold under the threat thereof. This waiver and relinquishment applies whether this Lease is still In existence on the. date oftaking or sale; or has been tenriinated prior thereto. 9. Miscellaneous. a. This Lease may be terminated by Lessor immediately, without prior notice, upon default by Lessee hereunder, and may be terminated by either party, without cause upon See Addend (• ) days prior written notice to the other party. b. In addition to, or in lieu of, the terms and conditions contained herein, the provisions of any Addendum of even date herewith which is identified to.be a part hereof is hereby incorporated herein and made a part hereof by this reference. In the event of any conflict between the terms and conditions hereof and the provisions of the Addendum(s), the provisions of the Addendum(s) shall control, unless the provisions thereof are prohibited by law. c. Lessee acknowledges that it has reviewed this Lease, is familiar with its terms, and has had adequate opportunity to review this Lease with legal counsel of Lessee's choosing. Lessee has entered Into this Lease freely and voluntarily. This Lease coniains the complete understanding of the parties with respect to the subject matter hereof. All prior understandings and agreements, oral or written, heretofore made between the parties and/or between Lessee and the previous owner of the leased property and landlord of Lessee are merged In this Lease, which alone, fully and completely expresses the agreement between Lessee and Lessor with respect to the subject matter hereof. No modification, waiver, or amendment of this Lease or any of Its conditions or provisions shall be binding upon Lessor or Lessee unless in writing and signed by both parties. d. Lessee shall riot sublet the property or any part thereof, nor assign this Lease, without the prior consent in writing of the Lessor; this Lease is being executed by Lessor upon the credii and reputatio" n of Lessee. Acceptance Lessor -of rentarfrom a third party shall not be considered as an assignment or sublease, nor shall it be deemed as constituting consent of Lessor to such an assignment or sublease. 575-060-33 RIGHT OF. WAY OGC . 08/09 e. Lessee shall be solely responsible for all bills for electricity, lighting, power, gas, water, telephone, and telegraph services, or any other utility or service used on the property. f. This Lease shall :be:govemed by the laws of the State of Florida, and anyapplicable laws of the United States of America. . All;noticesao Lessor shall besent to the address:for rent payments:and all notices to Lessee shall be sent to: See five (5)1page Addendum attached IN WITNESS WHEREOF, .the parties hereto have caused these presents to be executed, the day and year first above written. By: Tide: City of Miami Lessee (Company Name, if applicable) Print Name City Manager Attest: (SEAL) Priscilla A. Thompson By: Attest: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION District Secretary Gus Pego, P.E. Print Name Name/Title: Magaret Higgins/Executive Secretary LEGAL REVIEW: Print Name District Counsel Title: City Clerk Alicia Trujillo Print Name FI®rida peparfr ent of Trar<sportatiOn AD,DENDIJM TO LEASE AGREEMENT Item/Segment No.: 2515031 FAP No.: 1 395-1(35)3 SR. No.: 836/1-395 County' Miami Dade Parcel'No.: RWMS 3991 This Agreement (the "Addendum") made this _ day of , 2012, is an Addendum to that certain Lease Agreement between THE CITY OF MIAMI ("Lessee") 'and the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION ("FDOT" or "Lessor") dated the day of 2012 (the "Lease"). In addition to the provisions contained in the Lease, the following terms and conditions shall be deemed to be a part thereof pursuant to Paragraph 9(b) of the Lease. Where the terms of this Addendum conflict with the provisions of the original Lease, this Addendum shall control. References to Sections in this Addendum correspond to and modify the various Sections of the Lease. SECTION 1: PROPERTY AND TERM Lessor does hereby lease unto Lessee the property described in Exhibit A attached heretoand made a part hereof, for a term of thirty (30) years beginning _ , 2012 and ending , 2042. This Lease shall be deemed automatically renewed for two (2) additional thirty (30) year terms and one (1) additional nine (9) year term, unless Lessee provides Lessor ninety (90) days advanced written notice of its election not to exercise each renewal option prior to the expiration of each term (30, 60, 90 years). SECTION 2: USE AND OCCUPANCY The leased area will be used for public purposes consistent with the Museum Park Master Plan, such as construction staging for the Miami Art Museum, landscaping, directional signage and access by the public to the public Baywalk, subject to the limitations set forth in Section 4 of the Lease (as modified hereby). The leased property shall not be utilized for code required features, including, but not limited to, building access and setbacks. This Lease is subject to the portion of the Metromover Omni Extension located within the leased area by prior authorization of the Metromover Stage I Completion Omni and Brickell Extensions Master Airspace Agreement between Miami Dade County Florida and the State of Florida Department of Transportation,_dated 7th_of_February 1.9.91.,_as_shown_in Exhibit C_attached hereto. Page 1 of 9 Florida Department of Transportation ADDENDUM TO LEASE AGREEMENT Lessor reserves the . right of access at. all times across ahe leased property :to inspect, maintain and repair/replace Interstate 1395 and/or MacArthur Causeway/A:1A as; -necessary This req rerheritillncludes fifteen (1"5),-feet, el ea r access along the south side ofthe MacArthur Causeway Brid9e, as shown on the accompanying sketch atta'ched hereto as`Exhibit"D. :Notwithstanding anything in Section 2 of the Lease to, -the contrary, Lessee shall not be= responsiblefortlie remediation of any environmental; condition existing •on the leased property as of the date hereof, except and :only to the extent that any such condition was caused or exacerbated by, Lessee and/or its successors, assigns, employees, contractors, licensees, .agents, invitees and guests, and shall have no obligation to indemnify the Lessor with- respect to any such environmental condition. Lessee, however, shall be responsible if any contamination spreads to, or is released onto, adjoining property as a result of Lessee's use of the leased property. Access to the submerged land shown to the east of theseawall on Exhibit A and Exhibit B attached hereto shall be limited only for purposes of maintenance and inspection in accordance with Section 5 of the Lease (as modified hereby), and said area shall not be used for.any other purposes. SECTION 3: RENT The following sentences of Section 3 of the Lease are hereby deleted: "Lessor reserves the right to review and adjust the rental fee .biennually and at renewal to reflect market conditions. Any installment of rent not received within ten (10) days after the due date shall bear interest at the highest rate allowed by law from the due date thereof, per Section 55.03(1), Florida Statutes. This provision shall not obligate Lessor to accept late rent payments or provide Lessee a grace period." SECTION 4: IMPROVEMENTS No permanent structures or buildings will be allowed in the leased property. Lessee has requested that Lessor approve the initial improvements and landscaping to be installed in the leased property, which are shown on the site plan submitted by Lessee and attached hereto as Exhibit B. All plans for such initial improvements shall be submitted in detail to Lessor for the prior written approval of the District Secretary for District Six in accordance with Section 4 of the Lease (as modified hereby). Any changes or additions to the plans for such initial improvements will also require prior approval in writing by the District Secretary for District Six. Lessee has requested and Lessor has authorized the installation of video projection equipment within the leased property as part of the initial Page 2 of 9 Florida Department of Teansportation ADDENDUM TO LEASE AGREEMENT improvements, as ,.shown in site plan drawing A ;001 submitted to Lessor, for the purpose ofprojecting artvideo,onto°the facade of the art museum building on;the pa:rCer of land owned by Lessee and; located adjacent to the [eased, property. The art video •content, Sleepwalkers, by Doug Aitken, `has ,been . reviewed and approved'by Lessor forthis,purpose. Any:: changes. or. additions to the:.:approved video projection equipment or video content shallrequire the prior approval .in writing by the 4DIStfiCt Secretary for Districty'Six pursuant to the approval. process set forth herein, provided that: the District: Secretary's,,review .and :,approval. (I);.of video, content is limited to public safety concems and distraction to•motorists, and (ii) shall not''be required for:modifications.or. replacements. to the video production equipment; so long as the resulting system is comparable in size; type and purpose°to the prior system. No advertising of any Lind is authorized either on the approved video equipment:and/or within the leased property without the prior approval in writing of theDistrictSecretaryfor District Six. With respect to any request by Lessee for changes to the video projection of art under Section 4 of the Lease (as modified hereby): a. Lessee shall submit Lessee's request in writing to Lessor, in accordance with the notice provisions in Section 9(f), not less than ninety (90) days prior to installation of the proposed change; b. Lessor shall have a period of forty-five (45) days following the date of receipt of Lessee's request to review and approve the proposed request or object to same, provided that Lessor shall provide a reasonable basis for its objections (if any); c. If Lessor fails to respond to Lessee's request within said 45-day review period, Lessee's request to the proposed change to the video projection of art shall be deemed approved; and d. The parties shall work together in good faith to expedite the review process and resolve any pending issues related thereto. . With respect to any other request by Lessee for changes or additions to the improvements within the leased property (i.e. requests for changes unrelated to the video projection of art, which is expressly addressed above), Lessee shall submit Lessee's request to Lessor in writing in accordance with the notice provisions ,hereof, and Lessor shall process such request i.n an expeditious manner and work in good faith to resolve any pending issues related thereto. To the extent any proposed improvements to the leased property consist of art (whether it be video, sculpture or any other form of art), Lessor agrees that it will not, under any circumstances, exercise its review and approval rights hereunder. to censor the content of such proposed improvements. Page 3 of 9 Fforcla DepSE AGREEMENT artment of Transportation ADDENDUM TO LEA es to improvements placed in the leased property which have not been given prior written approval (or are not deemed approved under a specific provision `hereoecretary for Drstpct Si or another authorized representative of FDOT inay be considered a default =of `the provisions of the Lease _. Notwithstanding any prouisiian in the Lease (a modified Hereby) .to the contrary, any, changes or.additions to not more than fifteen percent,(15%0) of, the landscape improvements within the leased property which are note material and`'' are comparable intype and size to improvements; previously approved by Lessor ereunder, shall not require the approval of Lessor or=°the District Secreta y for District - Six For purposes of this provision, landscape improvements :.-shall• be limited to plants, trees, shrubbery, flowers and irrigation systems All irnprovenients shall be constructed in ::a good and; workmanlike manner at Lessee's sole cost'and expense lmprovements should not interfere. with existing drainage an&utilities in the right of way. Lessor reserves'the right to inspect the improvements within the leased, property at any reasonable time during the construction thereof, andto require changes and modifications to such improvements, but only if and to the extent that such improvements do not complywith the plans shown in Exhibit. B approved by Lessor in accordance with the terms of the Lease (as amended hereby and as further amended from time to time with written FDOT approval). Lessee shall implement such requests for changes or modifications promptly, at Lessee's sole cost and expense, upon notification by Lessor's authorized representative. Any improvements constructed by Lessee shall be removed by the Lessee, at Lessee's sole cost and expense, by midnight on the day of termination of the Lease and the leased property shall be restored as nearly: as practical to its condition at the time the Lessee began occupation of the leased property, reasonable wear and tear excepted. All improvements and any refuse, contamination or other diminution of the property, occurring during the term of this Lease by reason of Lessee's use of the leased property shall be removed or rectified at FDOT's request, in accordance with applicable laws. Any stormwater drainage structures placed in the leased property shall be constructed in such a way that, if the leased property is needed for transportation purposes and the Lease is terminated, Lessee's adjacent parcel of land upon which the art museum building is located will not require the leased property for stormwater drainage management. Following a termination of the Lease, such stormwater drainage structures located within the leased property shall not be removed and/or capped unless and until the stormwater runoff from the leased property has been accommodated through other proper means. If, following a termination of the Lease, Lessor's use of the leased property will require modifications to the drainage system on the leased property, Lessee and Lessor will work together in good faith to implement such modifications. In the event that Lessor-shall-require-that-the-stormwater-drainage-structures-placed-i nxthe-lease Page 4 of 9 1=l©rido Department_of Transpprtatipn ADDENDUM TO LEASE AGREEMENT property..be.capped:.and/or removed, the same shallbe done at the sole cost and expense "of:Lessee. SECTION 5: iMIAINTENANCE With respect. to the seawall depicted in Exhibit .A and..Exhibit B attached hereto, Lessee's maintenance responsibilities shall be Ili-rifted'to painting and iitter removal only, provided, however, that Lessee shall secure access and timely notify Lessor if the condition of -the seawall- is : unsafe for the use of the leased area as .contemplated in this .Lease. The parties agree that Lessee shall not be responsiblefor any:: maintenance or repair requirements of the seawall that other governmental entities may'irripose. SECTION 6: INDEMNIFICATION The parties, acknowledge and agree that Lessee's indemnification obligations under this Lease are subject to all limitations and restrictions applicable to governmental entities, including, specifically, Section 768.28, Florida Statutes. SECTION 7: INSURANCE Lessee is self insured in accordance with, and subject to the limitations set forth in Section 768.28, Florida Statutes. Lessor accepts Lessee's insurance coverage and agrees it satisfies the requirements of Section 7 of the Lease. SECTION 9: MISCELLANEOUS a. This Lease may be terminated by Lessor upon one hundred eighty (180) days prior written notice in the event the leased property is needed for a transportation project. Said determination of necessity shall be within the sole discretion of FDOT, through the District Secretary for District Six. Lessor shall endeavor to provide Lessee with written notice of Lessor's intention to terminate this Lease under this provision not Tess than three hundred sixty five (365) days prior to the anticipated termination date; however, Lessor's failure to provide such additional advance written notice shall not constitute a default under this Lease. b. Should .any or all of the leased property be needed for routine maintenance and/or repair on any adjacent FDOT facilities, ninety (90) days prior written notice will be provided. If FDOT requires use of any portion or all of the leased property for routine maintenance and/or repair on a temporary basis under this provision, then FDOT shall be entitled to such portion of. the leased property on the terms and conditions set forth herein; however, FDOT agrees to work with Lessee, in good faith and at no expense to FDOT, to find maintenance and/or repair -solutions that would allow -the continmed—use; to" the maximum extent possible, of the leased property, in partial or total, under this Lease, for the Page 5 of 9 Florida D:epartme.ntof Transportatiorn ADDENDUM"TO LEASE AGREEMVIENT purposes provided herein, while the routine maintenance and/or repair operations are conducted: c. Lessor and Lessee agree ,that in the event emergency repairs are, needed forany-portion. of 1-395, the MacArthur Causeway Bridge or`any adjacent FDOT facility,, any portion or all of the leased area may -be used for emergency staging without formal prior written notice, in the sole `discretion of FDOT, however, FDOT will notify Lessee -of suchernergency use as soonas reasonablyrpossible. d. This Lease may b.e terminated within ninety (90) days following Lessor's delivery to Lessee of written notice of Lessee's default hereunder provided that Lesseedoes not cure such default within said ninety (90) day period; however, if such default is curable butcannot be cured within ninety (90) days, then Lessee shall have an additional reasonable period of'time to cure such default, not to exceed an additional ninety. (90) days ("Cure Period"). e. Lessor and Lessee agree that in the event the leased property ceases to be used for the use identified in Section 2 of the Lease (as modified hereby), such failure shall be treated as a default, and, if such default is not cured within the Cure Period, this Lease shall be deemed terminated. f. Notices and requests to Lessor or the District Secretary for District Six shall be in writing and shall be sent to the following notice address: To Lessor: Right -of -Way Property Management Administrator Florida Department of Transportation 1000 NW 111th Avenue, Rm. 6105-B Miami, Florida 33172-5800 Notices and requests to the Lessee shall be in writing and shall be sent to the following notice addresses and to such other places that the Lessee may respectively designate from time to time by written notice to the Lessor: To Lessee: With a Copy to: And 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. Director, Department of Public Facilities Attention. Asset Management Division City of Miami Page 6 of 9 Florsda>D,epartment of Transportation ADDENDUM T.O'LEASE. AGREEMENT 444 SW`2nd,Avenue, .3rd Floor Miami, Florida 33130 All 'notices and requests to the:pariies,required ,on,permitteds hereunder Shall. -be. in writing, and shall" be personally delivered, or sent by a nationally recognized overnight deliveryservice,or certified mail, return receipt requested Notices and requests sent by (I) personal delivery shall be deemed del }vered on the day. of delivery, (iaa nationally recognized overnight delivery`shall be deemed .delivered on: the first business •day following :deposit with .such courier, and (iii) certified mail, return receipt requested shall be deemed to have been .received by the end of five (5) .business days from the .proper sending thereof, unless proof of prior actual receipt is provided- Each _party hereto shall` be entitled to change its address for notices and requests: from time to time by delivering notice thereof 'to the other party in the mannerprovided herein. g. No ingress/egress will be allowed from the leased area directly to 1-395 or SR AlA/MacArthur Causeway, except for temporary access for construction approved by separate permit issued by FDOT. h. Lessee shall require any general contractor, major subcontractor, or contractor performing work on the leased premises to maintain at all times the insurance coverage outlined in Exhibit E attached hereto and made part hereof. Lessor reserves the right to amend the foregoing policy limit amounts to the policy limit amounts from time to time required by the FDOT Standard Specifications for Road and Bridge Construction Manual, or as otherwise required by law, or as otherwise may be reasonably required by Lessor. Lessee shall require Lessor to be named as additional insured, and shall provide Lessor with a copy of the insurance certificate. Lessee will require any general contractor or major subcontractor using the leased property to agree to the following indemnification provision, which shall be included either in the signed and executed contract between the Lessee and such contractor or a separate agreement: "The contractor [insert proper name of contractor)] ("Contractor"), agrees to promptly indemnify, defend, save and hold harmless FDOT, and its officers, agents and employees, from and against all demands, claims, suits, judgments, liabilities, damages, fines, fees, penalties, costs, and expenses, (including without limitation reasonable attorneys' fees and costs) (collectively,, "liabilities") of any nature or kind whatsoever caused by, or arising out of or related to the use of the leased area by the. Contractor. The term "liabilities" shall specifically include, without limitation, any act, action, neglect or omission by the Contractor, its officers, agents, employees or representatives in any way pertaining to the use of the leased area by Contractor; however, the foregoing indemnification shall not extend to any liabilities asserted against-or-suffered-by-FDOT or its officers, agents or employees which are due to the sole negligence or willful Page 7of9 Flar.�da Deparrtrnent of TransporEairiort ADDEft1DIUM TO LEASE A REE MNIENT misconduct. of FDOT or is off cers; ,agerits or employees The Contractor shall notify;'FDOT in writing promptly upon becoming aware of such liabilities. The Contractor's: inability to, evaluate liability, ,or its revaluation of liability, shall - not excuse performance of the provisions of this paragraph: This indemnification provision shall survive the termination of this Contract Agreement The insurance coverage and limits required" in this Contract/Agreement (or any separate agreement between the parties) may or may not be adequate to protect FDOT from the aiabihties indemnified .hereunder. and such insurance coverage shall not be- deemed a limitation on the Contractor's liability with respect to the indemnities granted to-FDOT hereunder." i. All references to the District Secretaryfor District Six shall mean and: refer to the individual holding such position and title with FDOT from time to time (or his/her designee). If FDOT should at any time eliminate theposition of District Secretary for District Six, then_ the references in the Lease and this Addendum to, the District Secretary shall be deemed to mean and refer to the officer or employee of FDOT charged with responsibilities comparable to the responsibilities of the District Secretary as of the date of this Addendum (or his/her designee). [SIGNATURES FOLLOW ON NEXT PAGE] Page 8of9 Floridal7Opartmen;of Transportation. ADDENDUM T.O LEASE AGREEMENT AII: other terms and conditions of..the Lease remain unchanged and with this Addendum are conf rmed'and ratified'by Lessor and Lessee. 'CITY'OF MIAMI As _Lessee STATE `OFFLORIDA DEPARTMENT OF TRANSPORTATION As Lessor By: By: Johnny Martinez, P.E. City Manager Attest: Attest: Gus Pego, P.E. District Secretary By: By: Priscilla A. Thompson, CMC Margaret Higgins City Clerk Executive Secretary Legal Review: By: Alicia Trujillo, Esq. District Chief Counsel Approved as to .Form and Correctness (City of Miami): By: Julie O. Bru, City Attorney Approved as to Insurance Requirements: By: Calvin Ellis Director, Risk Management Dept. Page 9 of 9 EXHIBIT C Description and Sketch of the Premises [See attached] LEGAL DESCRIPTION OF FOOT PARCEL ND. RWMS 3991: A PORTION OF BELCHER OIL COMPANY SUBDIVISION. ACCORDING TO THE PLAT THEREOF. AS RECORDED IN PLAT BOOK 34, AT PAGE 29, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY. FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGIN AT THE NORTHEAST CORNER OF TRACT "A" OF NEW WORLD CENTER BICENTENNIAL PARK, ACCORDING 70 THE PLAT THEREOF. AS RECORDED IN PLAT BOOK 140, AT PAGE 50. OF THE PUBLIC RECORDS DF MIAMI-DADE COUNTY. FLORIDA; THENCE SOUTH 87°38'33" WEST, ALONG THE NORTH BOUNDARY OF SAID TRACT "A", A DISTANCE OF 126.99 FEET; THENCE NORTH 25°29'21" WEST A DISTANCE OF 36.31 FEET; THENCE SOUTH 64°30'39" WEST, A DISTANCE OF 85.00 FEET TO THE NORTH BOUNDARY OF SAID TRACT "A"; THENCE SOUTH B7°36'33" WEST. ALONG THE NORTH BOUNDARY DF SAID TRACT "A". AND ALONG ITS WESTERLY EXTENTION A DISTANCE OF 288.10 FEET; TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE ROAD 836/1-395 (THE NEXT THREE COURSES ARE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE); THENCE NORTH 63°D0'53" EAST, A DISTANCE DF 224.43 FEET TD THE POINT OF CURVATURE OF A CIRCULAR CURVE CONCAVE TD THE SOUTHEAST; THENCE RUN NORTHEASTERLY AND EASTERLY ALONG THE ARC OF SAID CIRCULAR TOS OF POINT7.00 OFF COMPOUNDHCURVATUREH A EWITHLAACIIRCULLAROF ICURVE55", CONCAVE TO THE SOUTHEAST; THENCE RUN NORTHEASTERLY AND .EASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE SOUTHEAST, HAVING A RADIUS OF 477.00 FEET. THROUGH A CENTRAL ANGLE OF 9°444'03" FOR AN ARC DISTANCE OF 81.04 FEET; THENCE NORTH 86°09'51" EAST, A DISTANCE OF 94.70 FEET TO A POINT ON THE EXTENDED EAST BOUNDARY LINE OF SAID TRACT "A"; THENCE ALONG SAID LINE SOUTH 02°24'35" EAST. A DISTANCE OF 146.39 FEET TO THE POINT OF BEGINNING. LYING IN THE CITY OF MIAMI, SECTION 6, TOWNSHIP 54S, RANGE 42E, MIAMI-DADE COUNTY. FLORIDA AND CONTAINING 56.423 SQUARE FEET (1.30 ACRES). MORE DR LESS. LEGEND; P. S.M. L.B. P. 0.6. P.D.C. P.B. PG. D.C.R. L R A D T P.I. FOOT DCPWD NO. POT PT PC RT PROFESSIONAL SURVEYOR AND MAPPER LICENSED BUSINESS POINT OF BEGINNING POINT OF COMMENCEMENT PLAT B001: PAGE DADE COUNTY RECORDS CURVE LENGTH CURVE RADIUS CURVE DELTA CURVE DEGREE CURVE TANGENT POINT OF INFLECTION FLORIDA DEPARTMENT OF TRANSPORTATION DADE COUNTY PUBLIC WORTS DEPARTMENT NUMBER POINT OF TERMINATION POINT OF TANGENCY POINT OF CURVATURE RIGHT SURVEYOR'S NOTES 1) THIS IS A BOUNDARY SURVEY, CONDUCTED IN ACCORDANCE WITH THE MINIMUM TECHNICAL STANDARDS FOR SUCH A SURVEY AS CONTAINED IN CHAPTER 5J-17 OF THE FLORIDA ADMINISTRATIVE CODE. 2) THE BASIS OF BEARING 15 THE NORTH LINE OF TRACT "A." BICENTENNIAL PARK, WITH A BEARING OF 5B7°36.33"W, AS SHOWN PER FDOT SECTION 87200-000B RIGHT-OF-WAY MAP OF SR 836 (1-395). 3) LAST DAY OF FIELD WORK; 6 OCTOBER 2009. 4) NO ATTEMPT WAS MADE TO LOCATE OR IDENTIFY POTENTIAL UNDERGROUND ENCROACHMENTS. 5) SUBJECT PARCEL WAS NOT ABSTRACTED FOR RIGHTS -OF -WAY, RESERVATIONS. OR OTHER MATTERS OF RECORD. IARELIS D ZAYAS FLORIDA PROFESSIONAL SURVEY AND MAPPER NUMBER 6631 FOR THE FIRM OF MILLER LEOO AND ASSOCIATES. INC.. L.B. 6600 10418 NW 31 TERRACE MIAMI FL. 39172 13051 599-E381 FLORIDA DEPARTMENT OF TRANSPORTATION D 1 STR I C 6 BOUNDARY SURVEY PARCEL Rd S 3991 STATE ROAD NO. 836 ( I -395) MI AM1 -BADE COUNTY BY DATE ;PREPARED BY, MILLER LEGG AND ASSOCIATES. INC. DATA SOURCE. DRAWN I.D. 3-30-10 F-. P. 1-D. 2-51503-_i. SECTION 8-7200-2401 SHEET .2.OF 3 .. RCvlslora BY _..._. DATE CHECKED S.ALF. 3.34•tD BOUN PARCEL ARY S,,RVEY 0° R UU IV S 3991 SECTION 6, TOWNSHIP 54S, RANGE MIAMI-DADE COUNTY Curve CI P.l.5TA.1043.06.26 a • 16' 48' OD' IRT) D • 3' 0D' 00' T • 282.02' L • 560.00' R • 1,909.86' P.C.STA.1040.24.24 P.T.STA.1045.84.24 OF p0` R�'c P Sob 2531 C)Cg9°i aE �o . 5bC"C) St F 0� FOUND 1/z 1RON ROD LB 6680 0 50 PARCEL A-1\ VACANT 100 200 (ice \\, SET NAIL AND O > \ DISC LB 6680 o' i FOUND. 1I AND �g^� 0.13'E,..D.. ` S64 '288.10' o., FOUND RON ROD PR�2 �\r� LB 666b gov F PARCEL A-2 ARoc- VACANT �T\ NORTH BOUNDARY�`'�F� TRACT 'A- .0 BICENTENNIAL PARK P.B. (40. PG. 50 (BASIS OF BEARINGS 300 tpR $z2�.00�' GZt L-BI.04'., bE b•9°44'03 35 A 5g" p-A77.00 o•`cti.00' u• 42E NAIL AND DISC LB 60 BELL ER OIL C011AANY SUBDIVISION (P.B 34. PG. 29, D.C.R.) FOUND !/p" IRON ROD LB 6680 N25°29'21 LIMITED ACCESS RIGHT-OF-WAY LINE PER FDOT SECTION 8720D-0DD8 N86°09'S1 "E 94.70' 36.31' 1 26. 99 r-m zn 1n m -0 co no � G �z mo 1- n n -< NJ FOUND NAIL AND DISC LB 6680 8104G•IO.9 128.72' RIGHT PER RIGHT-OF- WAY NAP SECTION 87200-000B (STATE ROAD 1336/1-395) FOUND NAIL AND DISC ,LB 66BD R.O.B. NE CORNER OF TRACT A" (P.B. 140, PG. 50, O.C.R. ) �zDUND /IRO LB 6680 ROD IARELIS DIAZ ZAYAS FLORIDA PROFESSIONAL SURVEYOR AINO MAPPER NUMBER 6631 FOR THE FIRM OF MILLER LEGG AND ASt0CIATES, INC.. L.B. 6680 10418 NW 31 TERRACE M1AMI FL. 33172 (365) 599-63B1 FLORIDA DEPARTMENT OF TRANSPORTATION DISTRICT 6 BOUNDARY SURVEY PARCEL NO. RWMS 3991 STATE ROAD NO. 836 (I-395) MIAMI -DADE COUNTY 6Y DATE PREPARED BY, MILLER LEGG AND ASSOCIATES, INC. DATA SOURCER DRAW I.O. 3.30-10 —Kin n S I OM. _.. _ - DT DATE -CHECKED IS.M.F. 3-30.10 F_.P. 1.D.....25_1503-I SECTION _872.0.07-.29.0.1l. _SHEET 3 OF 3