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Exhibit 1
REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO ST. STEPHEN'S EPISCOPAL CHURCH, INC. FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT 2820 MCFARLAND ROAD, MIAMI, FLORIDA AKA PEACOCK PARK MLkMI, FLORIDA Usk (d- -e3o TABLE OF CONTENTS 1. Recitals 2 2. Definitions 2 3. Permitted Use(s) 3 4. Manner of Property Use 5 5. Occupancy and Use Period. 6 6. Duty to Operate for Public Purpose. 6 7. Interest Conferred by this Agreement. 6 8. Program Consultants. 7 9. Use Fee 7 10. Returned Check Fee 8 11. Late Fees. 8 12. Guaranty Deposit. 9 13. Condition of the Property and Maintenance. 10 14. Services and Utilities. 10 15. Construction of Improvements. 12 16. Performance of Improvements, Alterations, Additions, Replacements 13 17. Violations, Liens and Security Interests. 13 18. City Access to Property. 15 19. No Liability. 15 20. Additional Expenses. 16 21. Indemnification and Hold Harmless. 16 22. Insurance. 17 23. Safety. 18 24. Taxes and Fees. 18 25. Revocation By Request Of Either Of The Parties Without Cause 18 26. Automatic Revocation By City Manager For Cause. 19 27. Notices. 19 28. Advertising 20 29. Hazardous Materials. 21 30. Radon Gas 22 31. Licenses. Authorizations and Permits 22 32. Compliance with all Applicable Laws. 22 33. Surrender of Area and Property. 22 34. Severability. 23 35. Invalidity. 24 36. No Assignment or Transfer 24 37. Public Records. 24 38. Conflict of Interest. 24 39. Americans with Disabilities Act. 25 40. Nondiscrimination 25 41. Amendments and Modifications. 25 42. Attorney(s') Fees. 26 43. Litigation; Venue. 26 44. Waiver of Jury Trial 26 45. Waiver. 26 46. Time of Essence. 27 47. No Interpretation Against Draftsmen 27 48. Further Acts. 27 49. Third Party Beneficiary 27 50. No Partnership. 27 51. Headings. 28 52. Authority. 28 53. Entire Agreement. 28 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Area(s) Property Insurance Requirements Improvements to be Constructed ii REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is entered this day of , 2012, (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 ("City"), and St. Stephen's Episcopal Church, Inc. (hereinafter "Licensee"), a domestic non-profit corporation organized under the laws of the State of Florida, together the Parties ("Parties"). RECITALS WHEREAS, the City and the Licensee ("Parties") desire and intend to enter into a Revocable License Agreement ("Agreement") for the use of City -owned property located at 2820 McFarland Road, Miami, Florida ("Property"); 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 permits only certain, enumerated, specific, listed permitted uses and does not permit anything further; and WHEREAS, this Agreement is subject to the audit and inspection rights set forth in Sections 18-100 and 18-102 of the Code of the City of Miami, Florida as amended ("Code"); and WHEREAS, this Agreement permits only certain enumerated, specific, listed permitted uses, and does not permit anything further. WHEREAS, this Agreement confers no exclusive possession of the Property; and WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any real property; and WHEREAS, the City and Licensee desire to enter into a Revocable License Agreement; and WHEREAS, the Parties jointly and voluntarily stipulate as to the accuracy of these recitals; 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. 2.1 "Area(s)" shall mean the certain portions of the property occupied by the soccer field(s), the playground and the refurbished basketball court(s) within Peacock Park, located at 2820 McFarland Road, Miami, Florida, designated for the Licensee's use, identified in Exhibit A attached hereto and incorporated herein. 2.2 "City Manager" is the City Manager for the City of Miami. 2.3 "City -sponsored Event" shall mean an event sponsored by the City on the Property. 2.4 "Director" shall mean the Director of the Department of Parks and Recreation for the City of Miami. 2.5 "Effective Date" shall be , 2012. 2.6 "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 2 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. 2.7 "Parties" shall mean the City and the Licensee. 2.8 "Peiiiiitted Use(s)" means the specific uses for which the Licensee has been authorized to operate and use the designated Areas within the Property, namely, primarily for recreational activities and ancillary uses as more particularly described in Paragraph 3. 2.9 "Program Consultants" shall be other individuals or entities that provide activities at the Property pursuant to an agreement with Licensee to provide activities and services as permitted pursuant to Paragraph 3 entitled "Permitted Use(s)". The City shall not be included in the definition of "Program Consultant." 2.10 "Property" shall mean the approximately 9.4 acres of City -owned real property and improvements located at 2820 McFarland Road, Miami, Florida, as more particularly shown as Peacock Park and described in the map found in Exhibit "B" attached hereto and made a part hereof. 2.11 "School Year" shall mean the term for which educational classes and courses are provided by the Licensee at 2750 McFarland Road. The Licensee shall provide to the Director a copy of its School Year calendar sixty (60) days prior to the commencement of the Licensee's School Year. 2.12 ."Special Event" shall mean activities held within the Areas of the Property which exceed the scope of the regular program activities conducted at the Property and outlined in Paragraph 3 of this Agreement. 2.13 "Use Fee" is the monthly fee that Licensee shall pay to the City for the use of the Property. 3. Permitted Use(s). 3.1 Permitted Use(s). Subject to existing zoning, all governmental restrictions and the issuance of this Agreement, this Agreement authorizes the Licensee to occupy and use the Areas detailed in 3 Exhibit A attached herewith. and . incorporated herein . by reference, primarily for a physical education program, and together with ancillary uses associated with such program, and for no other purpose whatsoever ("Permitted Uses") only from Monday through Friday between the hours of 8:00 a.m. and 3:00 p.m during its School Year. The Licensee shall request prior written consent from the City Manager and the Director to use the Areas and Property for any other use, and Licensee shall not be authorized to use the Areas and Property for that use until the Licensee has received the written consent of the City Manager and the Director, which consent may be approved, conditioned or withheld in their collective discretion. Licensee and its patrons shall access and exit the Area within the Property solely through designated areas and shall not use any areas not designated as proper entrance and exist points. Licensee shall ensure that all Licensee's programs will be staffed during the program's hours of operation and that all children participating in the Licensee's program(s) shall be fully supervised. The Licensee is strictly prohibited from operating and offering any water sports activities on the Areas and Property, including but not limited to kayaking, paddle boarding, sailing, fishing, jet ski and motorized vessel activities. The sale, distribution and/or consumption of alcoholic beverages at the Property is prohibited. Similarly, Licensee is prohibited from operating any concession sales of any type. Licensee shall ensure that the Areas and all of_Licensee's activities thereon, or resulting from, in connection with or relating to Licensee's use of the Areas, shall be available to all segments of the community including the physically disabled and the 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. Youth (non -adult) residents of the City of Miami shall not be required to obtain a membership in order to participate in the soccer, basketball, or any other programs. 3.2 Special Events. Parties, receptions, conferences, meetings, socials, and any other Special Events will be permitted via a Parks Use . permit only and are also subject to approval by the Coconut Grove Business Improvement District. Licensee shall not host any Special Event without first obtaining 4 the prior written approval of the Director, which approval may the withheld, conditioned, or approved in the Director's sole discretion. Any violation of these prohibitions may result in the automatic termination of this Agreement pursuant to Paragraph 26 of this Agreement. The Licensee acknowledges, understands, and agrees that the land portions of its Use Areas abut South Bayshore Drive and that the public rights -of -way along South Bayshore Drive are located within the Coconut Grove Special Events District as defined in 54-341 of the Code (also known as SD-2 District). The Licensee further acknowledges, understands, and agrees that should Licensee conduct any Special Event in that public right-of-way area along South Bayshore Drive, then Licensee shall be responsible for the following: (i) submitting to the Coconut Grove Business Improvement Districtits special events application at least one -hundred and twenty (120) days in advance of any proposed Special Event as required by Section 54-341 of the Code, and (ii) paying the Supplementary User Fee required by Section 54-343 of the Code, to the Coconut Grove. Business Improvement District. The Licensee agrees to strictly comply with all the requirements of SD-2 District, including but not limited to the regulations limiting the number of monthly and consecutive special events and the number of peiniitted monthly street closures. Furthermore, the Licensee shall ensure that any and all of the Licensee's proposed special events shall not pose a scheduling or logistical conflict with any planned signature events occurring in the SD-2 District, as amended. Licensee shall be required to pay all fees and expenses for the various City Departments and the Supplementary User Fee of the Coconut Grove Business Improvement District as provided from time to time by the Code and related administrative regulations for Special Event occurring within the City and within the Coconut Grove Special Events District. Absent any authorized written waivers as described above, Licensee's failure to obtain the required Special Events permit and to pay any and all required fees shall constitute a violation of this Agreement and cause for subsequent automatic termination within the terms of Paragraph 26 herein. 4. Manner of Property Use. Licensee's use of the Property is nonexclusive and Licensee acknowledges that the City and other users may use the Property and Licensee's use shall not conflict with other Property 5 users. Licensee acknowledges and agreesto abideby the terms and obligations related to this Agreement as to the Permitted Uses, manner of operation, designated use areas and maintenance and utility obligations. 5. Occupancy and Use Period. This Agreement is revocable -at -will, subject to the notice requirements below. Unless this Agreement is revoked or terminated as provided in this Agreement, this Agreement shall commence on the Effective Date and shall continue for a period of ten (10) years until the first to occur of the following: (i) revocation or termination of this Agreement by either party upon written notification pursuant to Paragraph 25, or (ii) automatic termination of this Agreement subject to the notice provisions of Paragraph 26 herein. The Effective Date of this Agreement ("Effective Date") shall be the first of the month following the execution date by both Parties, 6 Duty to Operate for Public Purpose. Licensee, at all times during Licensee's use of the Areas shall: (i) utilize the Areas solely in furtherance of the Peiuiitted Uses described in Paragraph 3 herein; (ii) maintain an active status as a Florida non-profit corporation; (iii) operate recreational programs serving children and teenagers; and (iv) from time to time, upon request of the City, furnish the City with current disclosure information with respect to the identity of the officers and directors of Licensee's corporation. 7. Interest Conferred by this Agreement. This Agreement confers no exclusive possession or tenancy of the Area or Property. The Licensee cannot exclude the City from the Area. Licensee agrees that this Agreement has been issued by the City to authorize Licensee to occupy the Areas solely for the limited purpose of operating a physical education program along with ancillary uses therein and for. no other purpose. This Agreement solely authorizes Licensee to the temporary use of the Area 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 6 those of a tenant, but are a mere ,personal .privilege to do certain acts of a temporary character described herein on the Property and to use the Area, subject to the terms of this Agreement. The City retains dominion, possession and control of the Area. Therefore, no lease interest in the Area 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 Area by virtue of this Agreement or its use of the Area hereunder. Additionally, Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Area by virtue of any expenditure of funds by the Licensee for Improvements, construction, repairs, partitions, or alterations to the Area which may be authorized by the City. 8. Program Consultants.. Licensee shall -be solely responsible for all of its activities during its use of the Area and the Property. The Licensee shall be allowed to enter into independent service contracts or professional services agreements with Program Consultants that wish to either provide or assist in the provision of the activities set forth in Paragraph 3, subject to obtaining the prior written approval of the Director, which approval may be conditioned or withheld in his/her sole discretion. Licensee's agreements with Program Consultants shall include a provision that Program Consultants shall comply with the terms and conditions of this Agreement. Program Consultants shall not be deemed employees, agents or representatives of the City. 9. Use Fee. Commencing on the Effective Date of this Agreement, and on the first day of each year thereafter during the term of the Agreement, Licensee shall pay to the City a Use Fee of One (1) Dollar ($1.00), 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 year without notice or demand. Payments shall be made payable to "City of Miami" and shall be mailed to the following address: City of Miami Finance Department ATTN: Treasury Management/Receipts 444 S.W. 2nd Avenue, 6th Floor 7 Miami, Florida 33130 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. 10. 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 Retumed 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. 11. Late Fees. 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 three percent (3%) of such overdue amount or Two Hundred Dollars ($200.00) per day, whichever is greater. The Parties 8 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. Such late fee shall constitute additional fees due and payable to City by Licensee upon the date of payment of the delinquent payment referenced above. Acceptance of such late charge by 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. 12. Guaranty Deposit. Simultaneously with the execution of this Agreement, the Licensee shall have deposited with City the sum of Five Hundred Dollars and 00/100 ($500.00) ("Guaranty") 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 the Licensee is in violation beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Guaranty 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 Guaranty, Licensee shall reimburse the amount used, applied or retained within thirty (30) days of the City's application of the Guaranty. The use, application or retention of the Guaranty or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise. Provided Licensee is not in violation of this Agreement, the Guaranty 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 Guaranty 9 (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Guaranty. Licensee shall not be entitled to receive any interest on the Guaranty. 13. Condition of the Property and Maintenance. Licensee accepts the Area "as is", in its present condition and state of repair and without any representation by or on behalf of City, and agrees that City shall, under no circumstances, be liable for any latent, patent or other defects in the Area or the Property. Licensee, at its sole cost, shall maintain the exterior and interior of the Area in good order and repair at all times and in an attractive, clean, safe and sanitary condition and shall suffer no waste or injury thereto. License shall be responsible for all repairs to the Area required . Licensee shall be responsible for the maintenance and condition of the Area and shall perform repairs required in a timely manner so as to prevent injury to person and waste to property. Licensee agrees to make all changes necessary to the Area at Licensee's sole cost and expense in order to comply with all City, county, state and federal code requirements for Licensee's use or occupancy thereof. 14. Services and Utilities. 14.1 Licensee's Responsibilities. Licensee, at its sole cost and expense, shall pay for all utilities which may include, but is not limited to, electricity, water, storm water fees, gas, telephone, television, cable, telecommunications, internet, garbage and sewage disposal used by Licensee during its occupancy of the Area, as well as all costs for installation of any lines and equipment necessary. Licensee, at its sole cost, shall install, as applicable, all utilities required for its use, and arrange for direct utility billing from all applicable utility companies for such services. Licensee, at its sole cost, shall install and maintain all utilities required for its use of the Area and install separate utility meters and arrange separate and direct billing to Licensee by the applicable utility company for such services. In the event that the City is billed for any additional utility or service that is a result of Licensee's use of the Property, the Licensee shall reimburse such amount to the city within five (5) calendar days of notification of the City's 10 receipt of said bill. Licensee . and its Program . Consultants, representatives, agents or patrons shall not use the City's telephone equipment or services. In the event that separate meters and/or accounts cannot be established for the for all utilities which may include, but is not limited to, electricity, water, storm water fees, gas, telephone, television, cable, telecommunications, interne, garbage and sewage disposal used by Licensee, Licensee agrees to pay to the City an amount of $ per month, plus State Use Tax, if applicable ("Utilities Fee"). This amount shall be paid in advance and n full on the first day of each month, without notice or demand. Licensee shall pay to the City the first installment of the Utilities Fee on the first (1st) day of the month following the execution of this Agreement and thereafter on the first (1st) day of each and every month that Licensee continues to occupy and use the Property. The City is not a guarantor or in any manner responsible for payment of Licensee's responsibilities as they are set forth in this Agreement. Licensee, at its sole cost and expense, shall provide cleaning and janitorial services and hire pest and termite control services for the Area, as needed, to insure that the Area will at all times be in a clean and sanitary condition and free from vermin. Licensee agrees to provide any and all security it deems necessary to protect its operations and equipment. Licensee shall insure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operations within the Property each day. Licensee shall .be responsible to take prudent preventive maintenance measures to safeguard the Area from storms and other "Acts of God" as that term is defined by Florida law. 14.2 City's Responsibility. City, at its sole cost, shall pay for the following utilities: None. The City reserves the right to interrupt, curtail or suspend the provision of any utility service provided by it, including but not limited to, heating, ventilating and air conditioning systems and equipment serving the Area, to which Licensee may be entitled hereunder, when necessary by reason of accident or emergency, or for repairs, alterations or improvements in the 11 judgment of City desirableornecessary. tobe made or due to difficulty in obtaining supplies or labor or for any other cause beyond the reasonable control of the City. The work of such repairs, alterations or improvements shall be prosecuted with reasonable diligence. The City shall in no respect be liable for any failure of the utility companies or governmental authorities to supply utility service to Licensee or for any limitation of supply resulting from governmental orders or directives. Licensee shall not claim any damages by reason of the City's or other individual's interruption, curtailment or suspension of a utility service, nor shall the Revocable License or any of Licensee's obligations hereunder be affected or reduced thereby. 15. Construction of Improvements. Pursuant to the conditions of Agreement, and in the manner provided by law, the Licensee shall cause to complete the construction of certain improvements to the Area within the Property, in conformance with Exhibit "D" that shall be referred to collectively in this Agreement as the "Improvements" within eight (8) months following the execution of this Agreement. Under no circumstances shall the total amount of the soft costs and the hard costs of the Improvements to the Area exceed Five Hundred Thousand Dollars ($500,000). Improvements to be performed by the Licensee are in return for the Licensee's nonexclusive use of the Area and Property. The Licensee, at its sole cost and expense, shall perform the Improvements. The Licensee shall be responsible for all costs associated with the Improvements including but not limited to design, construction, installation and permitting costs. The Improvements shall be designed and constructed in accordance with all statutes, laws, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Property as they presently exist and as they may be amended hereafter (the "Governmental Regulations"). The Licensee hereby agrees to pay for and obtain all permits and licenses required by the Governmental Regulations. The City, as owner of the Property, shall assist the Licensee with obtaining such permits and approvals, but shall not be required to expend funds to obtain any permits or approvals. After the Improvements are completed, Licensee shall be solely responsible for the maintenance and upkeep of the Improvements, in accordance with the requirements of paragraph 13. 12 16. Performance of Improvements, Alterations, Additions, Replacements. Except in the event of an emergency, Licensee shall not make any Improvement, alteration, addition or replacement required or permitted to be performed by Licensee unless and until Licensee shall have caused plans and specifications therefore to be prepared, at Licensee's sole expense, by an architect or other duly qualified person and shall have obtained City Manager's approval, which approval may be conditioned or withheld for any or no reason whatsoever. The Licensee shall submit to the City proof of funding and/or its financing plans along with the plans and specifications. The Licensee shall be solely responsible for applying and acquiring all necessary permits, including but not limited to, building permits. The Licensee shall be responsible for any and all costs associated with any Improvements, alterations, additions or replacements including; but not limited to, design, construction, installation, and permitting costs. All Improvements, alterations, additions or replacements to the Area shall, unless otherwise provided by written agreement of the parties hereto, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. In the event of an emergency, Licensee may reasonably proceed to perform such repair work and shall immediately notify City of such work. All alterations must be in compliance with all statutes, laws, codes, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Property as they presently exist and as they may be amended hereafter. By the installation of any improvement, alteration, addition or replacement, the City shall not be excluded from the Property. In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and shall immediately notify the City Manager or his/her designee of such work. 17. Violations, Liens and Security Interests. The Licensee shall not suffer or permit any tax; statutory, laborers, material person, or construction liens to be filed against the title to the Area or the Property, nor against any 13 alteration by any reason, including but not limited to, by reason of work, labor, services, tax liabilities or materials supplied to the Licensee or anyone having a right to possession of the Area. 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 material person for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Area nor as giving the Licensee the right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of any construction liens against the Property. If any construction, tax or other lien shall at any time be filed against the Property, the Licensee shall cause it to be discharged of record within fifteen (15) days after the date the Licensee acquires knowledge of its filing. If the Licensee shall fail to discharge a construction or other lien within that period, then in addition to any other right or remedy available to the City, the City may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding or other acceptable form of security in lieu thereof. Additionally, the City may compel the prosecution of an action for the foreclosure of the construction lien by the lienor and pay the amount of the judgment, if any, in favor of the lienor (with interest, costs and allowances), with the understanding that all amounts paid by the City shall constitute additional payments due and payable under this Agreement and shall be repaid to the City by the Licensee immediately upon rendition of any invoice or bill by the City. The Licensee shall not be required to pay or discharge any statutory, laborers, supplies, material person or construction lien so long as (i) the Licensee shall in good faith proceed to contest the lien by appropriate proceedings, (ii) the Licensee shall have given notice in writing to the City of its intention to contest the validity of the lien, and (iii) the Licensee shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred ten percent (110%) of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection therewith. Licensee further agrees to hold City harmless from, and to indemnify the City against, any and all claims, demands and expenses, including reasonable attorney's fees, by reason of any claims of any contractor, 14 subcontractor, material person, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Property. 18. City Access to Property. City and its authorized representative(s) shall have at all times access to the Area. City will maintain a complete set of keys to the Area. Licensee, at its sole cost and expense, may duplicate or change key locks to the Area 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 City a copy or copies of said keys, if more than one copy is required. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perfoiiii 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, codes, rules and regulations, (d) to show the Property, inclusive of the Area, to prospective purchasers or tenants, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate/municipal purposes; provided, however, that the City shall make a diligent effort to provide at least 24-hours advance written 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, its officials, employees and agents, shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above. The making of periodic inspection or the failure to do so shall not operate to impose upon City any liability of any kind whatsoever nor relieve the Licensee of any responsibility,'obligations or liability assumed under this Agreement. 19. 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 Consultants, their officers, agents, employees, invitees or patrons occurring in or 'about 15 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 Areas or Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Areas or Property or any person whomsoever whether such damage or injury results from conditions arising upon the Areas or Property or upon other portions of the Property or from other sources. Licensee indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Areas or Property, Licensee, on behalf of itself ,its 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 Areas or Property. 20. 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. 21. Indemnification and Hold Harmless. Licensee 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, 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 16 act, omission, default or negligence .(whether activeor 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 or default or negligence (whether active or passive) of the Indemnitees, or any of them or unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the City, its officials and/or employee; 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, codes, rules, 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 foiiiier employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Licensee further voluntarily and knowingly acknowledges that, as lawful consideration for being granted the right to utilize and occupy the Area, Licensee, on behalf of itself, its agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Area. The Licensee affirms that the granting of this Agreement is good, sufficient and independent consideration granted by the City for this Indemnification and Hold Harmless, which shall survive the termination or expiration of the Agreement. 22. Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the insurance as set forth in Exhibit "C" attached hereto and made a part hereof. 17 23. 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 liabilityby 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). 24. Taxes and Fees. Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments, including, but not limited to, ad valorem taxes, fire fees and parking surcharges, (collectively "Assessments"), levied against the Area or its proportionate share of use of the Property, or against personal property of any kind, owned by or placed in, upon or about the Property by Licensee. 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. 25. Revocation By Request Of Either Of The Parties Without Cause. Either party may revoke this Agreement at any time without cause by giving not less than thirty (30) days written notice to the non -revoking party prior to the effective date of the revocation. This is a revocation for convenience clause and neither party shall have any recourse against the other party due to the exercise of such revocation provided; however, that Licensee 18 must pay its fees due •to the City under this Agreement through the effective date of such revocation. 26. Automatic Revocation By City Manager For Cause. Licensee and its Program Consultants agree to abide by each and every term and condition of this Agreement. If Licensee or its Program Consultants violate the restrictions and conditions of this Agreement in any manner, then, and in that event, after ten (10) days written notice given to Licensee by the City Manager within which to cease such violation or to begin to correct such deficiencies, and upon failure of Licensee to do so after such written notice, within said ten (10) day period, this Agreement shall be automatically revoked without the need for further action by the City. Upon such automatic revocation, Licensee shall abide by the terms of Paragraphs 16 and 26 herein. 27. 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 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 or mailed, 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 19 If to Licensee: Miami, Florida 33130 Department of Public Facilities City of Miami 444 SW 2❑d Avenue, 3rd Floor Miami, Florida 33130 St. Stephen's Episcopal Church, Inc. Attention: 2750 McFarland Road Miami, Florida 33133 28. Advertising. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Area or 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/her 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 approvals, permits, or other required approvals by whatever name called, from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the Miami -Dade County Code, the City of Miami Code and Zoning Ordinance. Any signage existing as of the date of this Agreement is in compliance with the requirements in this paragraph. Upon the revocation or expiration 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 Area or 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 Area or Property within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area or Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place 20 upon the Property an appropriate sign, plaque or historic marker indicating City's having issued this Agreement. 29. Hazardous Materials. The Licensee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders relating to hazardous materials ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, storage, disposal or transportation of any flammable explosives, toxic substances or other hazardous, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances" (collectively "Hazardous Materials"), under any such laws, ordinances or regulations. The Licensee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Area or Property or required for the Licensee's use of any Hazardous Materials in or about the Area or Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon revocation or expiration of this Agreement, the Licensee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Area or Property by the Licensee or at the Licensee's direction, to be removed from the Area or Property and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. The Licensee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to, and in compliance with, all applicable governmental requirements. The requirements of this Paragraph shall survive the revocation or expiration of this Agreement. The City represents that: To the best of its knowledge there are no environmental violations, whether under federal, state, or local laws, existing on the Property; 21 To the best of its knowledge there are no Hazardous Materials presently existing on the Property. 30. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Licensee may, have an appropriately licensed person test the Property for radon. If the radon level exceeds acceptable EPA standards, the City may choose to reduce the radon level to an acceptable EPA level, failing which either party may cancel this License. 31. 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 local, state and federal licenses, authorizations and peunits that are necessary for Licensee to conduct its commercial activities. Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 32. Compliance with all Applicable Laws. Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, codes, ordinances and regulations is a condition of this Agreement, and Licensee shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida. 33. Surrender of Area and Property. In either event of termination or revocation of this Agreement, Licensee shall peacefully surrender the Area broom cleaned and in good condition and repair together with all alterations, 22 fixtures, installation, additions and improvements which may have been made in or attached on or to the Area. Licensee shall promptly remove all its personal property, trade fixtures and equipment and Licensee shall repair any damage to the Area caused thereby. Should Licensee fail to repair such damage to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City may cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full reasonable cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. At City's option, City may require Licensee to restore the Area so that the Area shall be as it was on the Effective Date of this Agreement. In the event Licensee fails to remove its personal property, equipment and fixtures from the Area within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as City sees fit, all at Licensee's sole cost and expense. 34. Severability. It is the express intent of the parties that this Agreement constitutes a license and not a lease. To further this intent, the parties agree as follows: (i) if any provision of this Agreement, or the application thereof to any circumstance, suggest that a lease, rather than a license, has been created, then such provision shall be interpreted in the light most favorable to the creation of a license and (ii) if : any provision of this Agreement, or the application thereof to any circumstance, is deteu pined by a court of competent jurisdiction to have created a lease rather than a license, then such provision shall be stricken and, to the fullest extent possible, the remaining provisions of this Agreement shall not be affected thereby and shall continue to operate and remain in full force and effect. With regard to those provisions which do not affect the parties intent for this Agreement, should any provision, section, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such 23 provision, section, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 35. Invalidity. In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 36. No Assignment or Transfer. Licensee 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. Licensee cannot assign, sell or transfer its privilege of occupancy and use granted unto it by this Agreement. Any assignment, sale or disposition of this Agreement by Licensee, whether voluntary or involuntary, contrary to the foregoing provision shall result in the automatic revocation of this Agreement without notice by the City Manager. 37. Public Records. Licensee understands that the public shall have access, at all reasonable times, to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. 38. Conflict of Interest. Licensee is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, as amended, and agrees that, it will fully comply in all respects with the teunis of said laws and any future amendments thereto. Licensee covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial 24 interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 39. Americans with Disabilities Act. Licensee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 40. Nondiscrimination. In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not discriminate in connection with its occupancy and use of the Area and improvements thereon, or against any employee or applicant for employment because of race, ancestry, national origin, color, sex, religion, age, disability, familial status, marital status or sexual orientation. Licensee and/or its authorized agents will insure that its employees are fairly treated during employment without regard to their race, national origin, ancestry, color, sex, religion, age, disability, familial status, marital status or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. 41. Amendments and Modifications. No amendments or modifications to this Agreement shall be binding on either party unless approved by the City Commission, approved as to legal form and correctness by the City Attorney, provided in writing and signed by both parties. 25 42. Attorney(s') Fees. In the event it becomes necessary for either party to institute legal proceedings to enforce the provisions of this Agreement, each party shall bear its own attorneys' fees through all trial and appellate levels. 43. Litigation; Venue. Any dispute or civil action herein shall be resolved in the courts of Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. If the parties agree to mediate any such dispute the standards and procedures of set forth in Chapter 44, Florida Statutes, "Mediation Alternatives to Judicial Action", as amended, will apply. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. 44. Waiver of Jury Trial. The Parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or 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. 45. 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 26 full theprovisions 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. 46. Time of Essence. It is expressly agreed by the Parties hereto that time isof 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 perfoiivance shall be extended to the next business day thereafter. 47. 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. This Agreement is the result f negotiations between the Parties and has been typed/printed by one party for the convenience of both Parties, and the Parties covenant that this Agreement shall not be construed in favor of or against either of the Parties. 48. 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 perfoinied, executed and/or delivered any and all such further acts, deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 49. 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. 50. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner orjoint venture of the other. 27 51. Headings. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 52. 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. 53. Execution requirement. Licensee shall execute this Agreement no later than thirty (30) calendar days following City Commission approval. Licensee's failure to execute the Agreement within this time frame shall result in an automatic revocation of the City Commission's approval. 54. Bond compliance. The Parties acknowledge that, if applicable, the Parties shall comply with any and all bond obligations and restrictions, including but not limited to, Homeland Defense/Neighborhood Improvements Improvement Bonds, Sunshine State Loan Pool and Internal Revenue Service conditions. 55. Entire Agreement. This instrument and its attachments constitute the sole and only agreement of the Parties hereto and correctly set forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect. THIS SPACE LEFT BLANK INTENTIONALLY 28 IN WITNESS WHEREOF, the parties hereto haveexecuted. this. Agreement of the day and year first above written. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida By: By: Dwight S. Danie, Clerk Johnny Martinez, P.E. City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By: By: Calvin Ellis, Director Department of Risk Management Julie O. Bru City Attorney ATTEST: LICENSEE: WITNESSES: St. Stephen's Episcopal Church, Inc., a non-profit corporation under the laws of the State of Florida By: By: Signature Signature of Authorized Officer Print Name Print Name Corporate Secretary Title Authorized Officer Date 29 CORPORATE SEAL EXHIBIT A AREA(S) 30 EX18T. REPAIRED, USE EXIST FENCE Lu1 NEW EXERGIBE COURT NEW LANDSCAPE • ar. dD , AD �JJ r�"ai T1 i REFUR818HEO SA8KETjiALL COURT NEW SOCCER FIELD¢•; PROPOSED SITE PLAN eruEa i..an• • PROPOSED ARTISAN FENCE 8cAL. va•. rr fE MILL an▪ eaSf ▪ wax 2012-5 .01,11 A0.01 EXHIBIT B PROPERTY 01-4121-061-0010 COCONUT GROVE BAYFRONT PARK SECTION ONE PB 82-85 TRACT A LOT SIZE IRREGULAR 31 Miami -Dade My Home Page 1 of 2 Show Me: Property Information Search By: Select Item Text only 2Property Appraiser Tax Estimator Property Appraiser Tax Comparison Folio No.: Property: Maifutg Address: Summary Details: 01-4121-061-0010 2820 MCFARLAND RD CITY OF MIAMI-DEPT OF P&D ASSET MANAGEMENT DIVISION 444 SW 2 AVE STE #325 MIAMI FL 33130-1910 Property Information: Primary Zane: 8000 COMMUNITY FACILITIES CLUC: 0040 MUNICIPAL Beds/Baths: 0/0 Floors: 1 Living Units: 9 Adj So Footage: 7,226 Lot Ste: 9.40 ACRES Year Built: 1967 21 54 41 9.40 AC M/L COCONUT GROVE Legal BAYFRONT PARK Description: SECTION ONE PB 82-85 TRACT A LOT SIZE IRREGULAR Assessment Information: Year. 2012 2011 _and Value: $13,921,776 $13,921,776 Building Value: $491,197 $497,301 Market Value: $14,412,973 $14,419,077 Assessed Value: S14,412,973 $14,419,077 Taxable Value Information: Tear: 2012 2011 Applied Applied Taxing Exemption/ Exemption/ Authority: Taxable Taxable Value: Value: " Regional: $14,412,973/$14,419,077/ $0 So County: '$14,412,973P$14,419,077/ $0 $0 City: $14412,973P$14,419,077/ $0 $0 School Board: $14,412,973r$14,419,077t $0 $0 Additional Information: mmunity Development District mmunity Redevelopment Area powermentZone terprise Zone oning Land Use ban Development Boundary Aerial Photography - 2009 0 My Home I Property Information I Property Taxes I My Neighborhood 1 Property Appraiser Home I Using Our Site I Phone Directory I Privacy I Disclaimer 193 ft If you experience technical difficulties with the Property Information application, or wish to send us your comments, questions or suggestions please email us at Webmaster. Web Site © 2002 Miami -Dade County. All rights reserved. MIAMI•DADE Legend • Property . Boundary Selected Property dri Street or, Highway Miami -Dade County Water http://gisims2.miamidade.gov/myhome/propmap.asp 9/14/2012 Miami -Dade My Home Page 2 of 2 Fng Ad Valorem Assessments vkmmentel Considerations http://gisims2 miamidade gov/myhome/propmap.asp 9/14/2012 .EXHIBIT C INSURANCE REQUIREMENTS I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $ 100,000 Endorsements Required City of Miami included as an Additional Insured Primary Insurance Clause Premises and Operations Liability Contingent and Contractual Liability Sexual Abuse & Molestation Coverage included II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Scheduled, Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida IV. Employer's Liability Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Business Personal Property A. Causes of Loss: Special Form B. Valuation: Replacement Form C. Business Interruption including extra expense VI. Professional/ Error's & Omissions Liability (if Applicable) A. Limits of Liability Each Claim $250,000 Policy Aggregate $250,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. The City reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to licensee. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Additional insurance requirements shall apply to construction on the Property. 33 EXHIBIT D IMPROVEMENTS TO BE CONSTRUCTED 34 NEW BASKETBALL COURT NEW PLAYGROUND EQUIP. BY OTHERS NEW LANDSCAPE EXIST. STRUCTURE NEW BUSINESS. BY OTHERS — • REFURBISHED BASKETBALL COURT NEW SOCCER FIELDS PROPOSED SOCCER SCREEN SCALE:1Sr • 1.4E 0 Y 0 Cr < < w o.z 5 2 0 rf 0 < 11* < U < W 2 2 0 ski .10/24 ".0 oaf II 1112•11 TM= 2012-0001 A0.01