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HomeMy WebLinkAboutInterlocal Agrmt. - #12141xvid INTERLOCAL AGREEMENT (MIAMI CHILDREN'S MUSEUM PROJECT) BY AND BETWEEN THE CITY OF MIAMI AND THE MIAMI SPORTS AND EXHIBITION AUTHORITY Dated this 2nd day of November , 2001 TABLE OF CONTENTS xi.,ti„,f/ /Miff -i96v_ Page STATEMENT OF BACKGROUND AND PURPOSE 1 ARTICLE 1 Section 1.1 Section 1.2 ARTICLE 2 Section 2.1 Section 2.2 Section 2.3 Section 2.4 ARTICLE 3 Section 3.1 Section 3.2 ARTICLE 4 ARTICLE 5 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 ARTICLE 6 Section 6.1 Section 6.2 Section 6.3 ARTICLE 7 Section 7.1 Section 7.2 EXHIBITS AND DEFINITIONS 2 Exhibits 2 Defined Terms; Singular, Plural And Gender 2 PURPOSE OF INTERLOCAL AGREEMENT 6 Purpose of Interlocal Agreement 6 Lease of Property to the Authority 6 Title 6 Pre -Possession Date Signage 7 THE TERM 7 Initial Term 7 Renewal Term(s) 8 RENT 8 EASEMENTS 8 Easements Granted to the Authority 8 Limitations on Easement Rights 9 Easement for Development of Other Areas of Watson Island 10 Infrastructure Improvements 11 Parking 12 USES 13 Use of the Property 13 Conditions Right to Terminate 14 Termination of Sublease/Development Agreement 16 IMPOSITIONS; IN KIND SERVICES 16 Impositions 16 In Kind Services 16 ARTICLE 8 ARTICLE 9 ARTICLE 10 Section 10.1 Section 10.2 Section 10.3 Section 10.4 Section 10.5 ARTICLE 11 Section 11.1 Section 11.2 Section 11.3 ARTICLE 12 ARTICLE 13 ARTICLE 14 ARTICLE 15 Section 15.1 Section 15.2 ARTICLE 16 ARTICLE 17 ARTICLE 18 Section 18.1 Section 18.2 ARTICLE 19 ARTICLE 20 Section 20.1 Section 20.2 Section 20.3 Section 20.4 Section 20.5 Section 20.6 CITY'S RIGHT OF ENTRY 18 ASSIGNMENTS AND OTHER TRANSFERS 18 POSSESSION AND CONSTRUCTION OF FACILITIES 19 Delivery of Possession of the Property 19 The Improvements 19 Manner of Construction of Improvements 20 Title to the Improvements 20 CITY Property to Remain Free of Liens 20 MAINTENANCE, REPAIR AND ALTERATIONS 21 Maintenance of Greenspace Area 21 Repair of The Improvements 21 Alterations 22 NOTICES 22 COMPLIANCE WITH APPLICABLE LAWS 23 INSURANCE 23 DAMAGE OR DESTRUCTION 24 Damage or Destruction 24 Damage or Destruction Occurring Toward End of Term 24 UTILITIES 25 GOVERNMENTAL PURPOSE 25 EMINENT DOMAIN 26 Permanent Taking 26 Temporary Taking 27 ABSENCE OF THIRD PARTY BENEFICIARIES 27 DEFAULT, REMEDIES AND TERMINATION 27 Events of Default 27 Remedies 28 No Waiver 28 Remedies Cumulative 29 Unavoidable Delay 29 Termination 30 ii ARTICLE 21 ARTICLE 22 ARTICLE 23 ARTICLE 24 Section 24 Section 24 Section 24 ARTICLE 25 Section 25 Section 25 Section 25 Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. Section 25. ATTORNMENT BY SUBTENANT AND NON -DISTURBANCE BY CITY 30 MORTGAGE FINANCING 31 ENVIRONMENTAL MA I"I ERS 31 SIGNAGE; WATSON ISLAND ASSOCIATION 32 .1 Signage 32 .2 Watson Island Association 32 .3 Pass-Throughs 33 MISCELLANEOUS 33 .1 Section Captions 33 .2 Other Documents 33 .3 Counterparts 33 4 Entire Agreement 34 5 Severability 34 6 Approvals and Consents 34 7 Governing Laws 34 8 Amendments 35 9 Waiver of Jury Trial 35 10 Quiet Enjoyment 35 11 Surrender of Possession 35 12 Attomey's Fees 36 13 Recording 36 14 Estoppel Certificates 36 15 Radon 37 16 Successors and Assigns 37 17 Protection From Personal Liability 37 18 Approval by the Oversight Board 37 iii ,ftP1 INTERLOCAL AGREEMENT (MIAMI'S'CHILDREN'S MUSEUM PROJECT) THIS INTERLOCAL AGREEMENT is made and executed this 2nd day of November 2001, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (the "CITY"), and the MIAMI SPORTS AND EXHIBITION AUTHORITY, an independent and autonomous agency and instrumentality of the CITY (the "AUTHORITY"). STATEMENT OF BACKGROUND -AND PURPOSE WHEREAS, the CITY is owner in fee simple of all that certain land located in the Greater Miami downtown area, in Miami -Dade County, Florida, known as "Watson Island"; and WHEREAS, under the authority of §211.057, F.S., [now repealed; See §212.0305, F.S.] the Miami City Commission, by Ordinance No. 9662, established the AUTHORITY as an independent and autonomous agency and instrumentality of the CITY, empowered to acquire in its own name real property, and to lease, sell, and license real property, all in accordance with its stated purpose; and WHEREAS, on July 27, 2000, the Miami City Commission, passed and adopted Resolution No. 00-646 authorizing and directing the City Manager to negotiate an interlocal agreement between the CITY and the AUTHORITY, and designated the AUTHORITY as the entity to coordinate the development of a regional children's museum on Watson Island; and WHEREAS, the express purpose and intent of this Interlocal Agreement is to enable the leasing of a portion of Watson Island to a non-profit organization for the development and operation of a world -class children's museum. NOW THEREFORE, in consideration of the benefits that will accrue to the parties by virtue of this Interlocal Agreement and the respective terms and conditions contained herein, the parties hereto agree as follows: Section 1.1 Exhibits ARTICLE 1 EXHIBITS AND DEFINITIONS Attached or to be attached, as specifically indicated in this Interlocal Agreement, are the following Exhibits which form a part of this Interlocal Agreement: Exhibit A Exhibit B Exhibit C Exhibit D-1 Exhibit D-2 Exhibit E Exhibit F Exhibit G Section 1.2 Legal Description of the Property (attached) Form of Sublease Agreement (attached) Form of Development Agreement (attached) Sketch of Museum Access Road (to be attached) Sketch of Entry Boulevard (to be attached) Sketch of Parking Area (to be attached) Sketch of Green Area (to be attached) Sketch of Museum Parking Area (to be attached) Defined Terms; Singular, Plural and Gender Any word contained in the text of this Interlocal Agreement shall be read as the singular or the plural and as the masculine, feminine or neuter gender, as may be applicable in the particular context. More specifically, however, for the purposes of this Interlocal Agreement the following words shall have the meanings attributed to them in this Section: 1.2.1 "Applicable Laws" shall mean any law (including without limitation, any Environmental Law), enactment, statute, code, ordinance, administrative order, charter, tariff, resolution, order, rule, regulation, guideline, judgment, decree, writ, injunction, franchise, permit, certificate, license, authorization, or other direction or requirement of any governmental authority, political subdivision, or any division or department thereof, now existing or hereafter enacted, adopted, promulgated, entered, or issued. 1.2.2 "Chalk's Claim" shall mean [Law Department to provide definition]. 1.2.3 "City Commission" means the City Commission of the City of Miami. 1.2.4 "CPI" shall have the meaning given to it in Section 7.2. 1.2.5 "Deed Restrictions" shall mean those certain restrictions contained in Deed No. 19447 made by the Trustees of the Internal Improvement Fund of the State of Florida to the CITY dated February 24, 1949 and recorded in Deed Book 3130, Page 2157 of the Public Records of Miami -Dade County, Florida. 1.2.6 "Development Agreement" shall mean a Development Agreement governing the construction of the Project, in substantially the form attached as Exhibit C hereto, together with any modifications, amendments, restatements and supplements thereto as may be approved by the CITY. 1.2.7 "Development Order" shall mean the final and effective Development Order authorized and approved by the City Commission at the hearing for the Major Use Special Permit for the Project. 1.2.8 "Directional Signage Costs" shall have the meaning given to it in Section 24.1. 1.2.9 "Entry Boulevard" shall have the meaning given to it in Section 5.4. 1.2.10 "Environmental Laws" shall mean 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 3 Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. 1.2.11 "Event of Default" shall have the meaning given to it in Section 20.1. 1.2.12 "Impositions" shall mean all governmental assessments, fire fees, parking surcharges, excises, license and permit fees, levies, charges and taxes, general and special, ordinary and extraordinary, of every kind and nature whatsoever (irrespective of their nature, including, without limitation, all such charges based on the fact of a transaction, irrespective of how measured) which at any time during the term of this Interlocal Agreement may be assessed, levied, confirmed, imposed upon, or become due and payable out of or in respect of, or become a lien on, all or any part of the Property and/or the Improvements, or any fixtures, equipment or personal property placed therein or thereon, including, without limitation, ad valorem and other similar taxes on the real estate, the leasehold interest and/or personal property. 1.2.13 "Improvements" shall have the meaning given to it in Section 10.2. 1.2.14 "In Kind Services" shall have the meaning given to it in Section 7.2. 1.2.15 "Interlocal Agreement Date" shall mean the date that this Interlocal Agreement is fully executed by both parties. 1.2.16 "Lease Year" shall mean a period of twelve (12) consecutive calendar months, with the first Lease Year commencing on the Possession Date 1.2.17 "Major Alteration" shall have the meaning given to it in Section 11.3. 1.2.18 "Museum" shall mean the regional children's museum to be developed and operated on the Property by a not -for -profit entity pursuant to the terms of the Sublease and the 4 Development Agreement. The Museum will be known as the "Miami Children's Museum" throughout the term of this Interlocal Agreement. 1.2.19 "Museum Access Road" has the meaning given to it in Section 5.4. 1.2.20 "Museum Sign" shall have the meaning ascribed to it in Section 2.4. 1.2.21 "Oversight Board" shall have the meaning ascribed to it in Section 25.18. 1.2.22 "Party" or "Parties" (whether or not by use of the capitalized term) shall mean jointly or individually (as the context requires) each of the parties to this Interlocal Agreement and their respective successors and assigns. 1.2.23 "Permitted Alterations" shall have the meaning given to it in Section 11.3. 1.2.24 'Possession Date" shall mean the date that the AUTHORITY delivers possession of the Property to the Subtenant under the Sublease. 1.2.25 "Project" shall mean the development, construction, management and operation of a regional children's museum to be known as the "Miami Children's Museum" and any other related facilities and improvements at the Property, which are incidental and ancillary to the operation of a regional children's museum. 1.2.26 "Property" shall mean that certain area located on Watson Island, which is legally described in Exhibit A attached hereto and incorporated herein. 1.2.27 "Rent" shall have the meaning ascribed to it in Article 4. 1.2.28 "Sublease" shall mean the sublease of the Property to a not -for -profit entity, in substantially the form attached as Exhibit B hereto, together with any amendments, modifications, restatements and supplements thereto as may be approved by the CITY. 1.2.29 "Subtenant" shall mean the not -for -profit entity which is the developer of the Project and the sublessee under the Sublease, itssuccessors and assigns. 5 1.2.30 "Unavoidable Delay" shall have the meaning ascribed to it in Section 20.5. ARTICLE 2 PURPOSE OF INTERLOCAL AGREEMENT Section 2.1 Purpose of Interlocal Agreement Pursuant to the provisions of the Florida Interlocal Cooperation Act of 1969, the CITY and the AUTHORITY hereby enter into this Interlocal Agreement for purposes of overseeing the establishment of the Project on the Property. Section 2.2 Lease of Property to the Authority The CITY hereby leases to the AUTHORITY, and the AUTHORITY hereby takes and leases from the CITY, the Property. The CITY shall transfer possession of the Property to the AUTHORITY on the Possession Date. Section 2.3 Title The CITY covenants and agrees that, at the Interlocal Agreement Date and through the Possession Date, (a) the CITY is and will be well seized of the Property, (b) the CITY has good title to the Property, free and clear of liens and encumbrances having priority over this Interlocal Agreement, subject only to the Deed Restrictions, the Chalk's Claim (if applicable to the Property), recorded easements and other items recorded in the public records of Miami -Dade County, Florida, and (c) the CITY has full right and authority to enter into this Interlocal Agreement. Except as expressly provided in Sections 5.3 and Article 9, the CITY shall not encumber the Property with any reservations, covenants, easements, restrictions, liens or mortgages, or otherwise permit or suffer any impairment of the state of title to the Property, without the prior written consent of the AUTHORITY, which shall not be unreasonably withheld or delayed. The CITY shall have no liability to the AUTHORITY with respect to unrecorded 6 utility easements which may exist as of the Effective Date and affect, or are later determined to affect the Property. Section 2.4 Pre -Possession Date Signage. The CITY hereby agrees that the Sublease shall contain a provision granting the Subtenant, at all times after the Interlocal Agreement Date, the right and license to keep and maintain a sign (the "Museum Sign") on the Property which publicizes the Property as the future home of the Miami Children's Museum (or words of like import), together with the right of ingress and egress to and from the Museum Sign for the purpose of maintaining, altering, replacing and/or removing the Museum Sign. The Museum Sign shall be installed in a location mutually acceptable to the parties, and shall be installed and maintained by the Subtenant under valid permits and in compliance with all Applicable Laws. In the event that this Interlocal Agreement is terminated for any reason, the Subtenant, at its sole cost, shall be required to immediately remove the Museum Sign from the Property and to restore any damage caused by such removal at Subtenant's sole cost. The Subtenant shall indemnify and hold the CITY and the AUTHORITY harmless from any claims, causes of action, fines, penalties or levies made against either of them by reason of the Subtenant's installation of the Museum Sign on the Property. The Museum Sign shall be subject to the CITY's approval, which shall not be unreasonably withheld, conditioned or delayed. ARTICLE 3 THE TERM Section 3.1 Initial Term The initial term of this Interlocal Agreement shall be for fifty (50) years commencing on the Possession Date. It is anticipated that the initial term of the Interlocal Agreement will coincide with the term of the Sublease. 7 Section 3.2 Renewal Term(s) The CITY, at its sole and exclusive option, upon request of the AUTHORITY, may extend the term of this Interlocal Agreement, in any increment of years, for an additional twenty (20) years. ARTICLE 4 RENT The parties hereby agree that the rent to be paid to the CITY for the AUTHORITY'S occupancy and use of the Property shall be $2.00 per year (the "Rent"), payable in advance at the commencement of the term if the AUTHORITY so elects. The Rent shall be fixed for the term of this Interlocal Agreement. ARTICLE 5 EASEMENTS Section 5.1 Easements Granted to the Authority Unless otherwise being provided by the CITY and subject to Section 5.2 below, the CITY hereby agrees to grant such temporary and permanent easements in, over, upon, through and under Watson island, as may be needed and requested by the AUTHORITY or the Subtenant for the purpose of facilitating the following: (a) Utility Easements. Installing, maintaining, repairing and replacing utility facilities such as water, gas, electric and telephone lines, and storm and sanitary sewers within the Property; and (b) Access Easements. Providing access for pedestrians and vehicles (including autos, service, emergency and construction) to and from the Property. 8 Section 5.2 Limitations on Easement Rights The CITY shall grant such easements as provided for in Section 5.1 above to the AUTHORITY, the Subtenant and their respective successors and assigns; provided, however, that the location of the easement is approved by the City Manager and the grant is specifically authorized by a duly adopted resolution of the City Commission. Such easements shall be granted upon the express condition that: (a) The grantee of such easement shall carry on any construction, maintenance or repair activity with reasonable diligence and dispatch, and shall use reasonably diligent efforts to complete the same in the shortest time possible under the circumstances (force majeure excepted), and shall not carry on any construction, maintenance or repair activity in the easement area in such manner as to unreasonably interfere with the public's use and enjoyment of Watson Island; (b) Except in the event of emergency, the grantee of such easement shall not undertake any construction, replacement, maintenance or repair activity in such easement area unless prior notification is provided to the CITY and such activity is approved by the City Manager; (c) The grantee of such easement shall promptly upon the completion of any such construction, repair or maintenance activity, at no cost to the CITY, restore the surface of the easement area as nearly as possible to its former condition and appearance; (d) The grantee of such easement shall agree to indemnify the CITY from all claims and actions in law and in equity which may arise out of, or as a consequence of the negligence of the grantee, or its authorized agents, servants or employees, in maintaining, repairing and utilizing the easement area; and 9 (e) The grantee of such easement shall obtain such commercial general liability insurance as may be reasonably required by the CITY'S Risk Management Department. Section 5.3 Easement for Development of Other Areas of Watson Island The CITY reserves the right to erect, use, maintain and repair water, sanitary sewer and storm water utilities, mechanical and electrical conduits, pipes, and cables in, to, under and through the areas along the boundaries of the Property in locations mutually agreeable to the parties to the extent that the CITY may now or hereafter deem to be necessary or appropriate for the development of other areas of Watson Island, provided that: (a) there is no material interference with the Project or the use and enjoyment of the Property by the AUTHORITY or the Subtenant; (b) such activities are conducted with reasonable diligence and dispatch and diligent efforts are used to complete same in the shortest time possible under the circumstances (force majeure excepted); (c) the CITY shall promptly upon completion of any construction, repair or maintenance activity, at nocost to the AUTHORITY or Subtenant, restore the surface of the easement area as nearly as possible to its former condition and appearance; and (d) the CITY, subject to the provisions of Section 768.28, Florida Statutes, shall indemnify the AUTHORITY and Subtenant from all claims and actions in law and in equity which may arise out of, or as a consequence of the gross negligence of the CITY, or its authorized agents, servants, contractors and employees, in maintaining, repairing and utilizing the easement area. The Sublease shall require the Subtenant to acknowledge the foregoing and the CITY's intention to undertake (or cause to be undertaken) further development on Watson Island, all of 10 which may cause some noise and other interference with the Project. The CITY agrees to use best efforts to (and to cause best efforts to be used by other parties undertaking such work) to minimize the interference and disruption by such development on the Project, and in no event shall any work related to such development unreasonably interfere with the Project. The AUTHORITY acknowledges that the leasehold interest conveyed under this Interlocal Agreement is subordinate to the CITY'S right to convey, from time to time, such easements as may be necessary for right-of-way, vehicular and pedestrian traffic across or along the boundaries of the Property in locations mutually agreeable to the parties which do not unreasonably interfere with the Project. Section 5.4 Infrastructure Improvements The AUTHORITY, at no cost to the CITY, shall cause the Subtenant (a) to design, install and construct any and all utilities required in connection with the construction and operation of the Project, including, but not limited to, all necessary connections to the existing water, sanitary sewer and stormwater drain mains, and mechanical and electrical conduits servicing the southside of Watson Island, whether or not owned by the CITY and/or the Miami -Dade Water and Sewer Department, (b) to design and construct the Museum access road connecting the Property to the causeway access roadway servicing the southside of Watson Island (the "Museum Access Road"), and (c) to pay up to fifty percent (50%) of the cost of design and construction of the Entry Boulevard (the "Entry Boulevard"), provided that (i) the Subtenant shall not be responsible for performing the actual design and construction of the Entry Boulevard, and (ii) the total cost to the Subtenant for the Entry Boulevard shall not exceed $200,000. The City agrees to use commercially reasonable efforts to obtain alternate funding for the Entry Boulevard from the Florida Department of Transportation, developers/operators of 11 other neighboring parcels or other sources. Furthermore, in the event that construction of the currently planned Aviation and Visitor's Center south of the Property does not proceed for any reason, the City will re-evaluate the necessity of the Entry Boulevard before requiring the Subtenant to contribute to its design and construction. The Museum Access Road and the Entry Boulevard are depicted in Exhibits D-1 and D=2 hereto. Section 5.5 Parking Prior to the commencement of operation of the Museum under the Sublease, and at all times during the Term of this Interlocal Agreement (including any renewal terms), the CITY agrees to provide or cause to be provided to the AUTHORITY, for the benefit of the Subtenant, 142 unassigned parking spaces. Such parking spaces shall be located on a surface lot or in a parking garage to be constructed on the land lying immediately adjacent to and to the east of the Property, and depicted in Exhibit E hereto. The CITY shall cause such spaces to be available to the Museum, its patrons, employees, licensees, visitors and all other invitees during normal operations of the Museum at such rates as may be negotiated by the Subtenant and the entity operating theparking facility. Notwithstanding the foregoing, in the event that the parking facility is operated by the CITY or any department, agency or authority related to, associated with or under the jurisdiction of the CITY, the CITY agrees that the parking rates charged for such parking spaces shall not exceed the lesser of (i) the then prevailing rates for municipal parking spaces, or (ii) such lower rates as may be negotiated by the Subtenant. The Sublease shall require the Subtenant to maintain not less than four (4) handicapped parking spaces on the Property. Notwithstanding the foregoing, the Sublease shall provide that upon written request of the Authority given not less than thirty (30) days prior to the expiration of any review period to 12 which the Subtenant may be entitled, the Subtenant, its sole cost and expense, shall design and construct its 142 parking spaces if the City determines it is in the best interest of the City to require the Subtenant to construct its own parking. In such event, the Subtenant Museum shall construct its parking on the land depicted in Exhibit G to the extent such land is needed for the construction of the 142 parking spaces, and Subtenant shall have the right and license to use same as hereinabove provided free of charge. ARTICLE 6 USES Section 6.1 Use of the Property The parties to this Interlocal Agreement agree that the Property shall be used exclusively for the purpose or purposes set forth below. No use shall be made or permitted to be made of the Property, or acts done, which are in violation of any Applicable Law. The AUTHORITY shall not commit, or permit any subtenant, licensee or concessionaire to commit, any waste with respect to any other improvement, building and appurtenance at any time located on the Property. The Property is to be utilized solely for the development, construction, management and operation of a regional children's museum and related facilities and improvements. The primary purpose of the Museum will be to offer participatory educational interactive exhibits and programs that are designed to stimulate understanding through involvement for infants through school -age children. The Museum's programs may include without limitation: pre-school and "parent and me" classes, after school and weekend classes and programming, field trips for public and private school students, camps (including summer camps), scout troops and other groups; environmental and outdoor programs; puppetry, theater, music and dance performances; lectures and workshops for parents and educators; visual and performing art classes; 13 multicultural and other educational festivals; and other special events customary or ancillary to a children's museum. The Museum may also contain other educational and Museum patron - related business and services activities ancillary to or customary in the operation of a regional children's museum (such as, by way of example and not limitation, an educational gift shop, educational facilities, photo concession and restaurant/snackbar). Any restaurant/snack bar shall serve patrons, employees, licensees and visitors of the Museum only. The Project shall be operated at all times for the use and benefit of the public, and all of the Project's facilities and services shall be made available to the public on fair and reasonable terms and without discrimination. Any police and fire related exhibits will display the name and seal of the City of Miami. The Subtenant shall only use City of Miami police and fire services when said services are required for their operations including special events. The Property shall not be used for any purpose other than the purposes set forth herein without the prior written consent of the CITY, which consent may be withheld or conditioned in the CITY's sole discretion. This Interlocal Agreement and all rights of the AUTHORITY hereunder shall, at the option of the CITY, cease and terminate if the AUTHORITY. uses or allows the use of the Property for any purposes not permitted herein. Section 6.2 Conditions; Right to Terminate Notwithstanding the fact that the parties have entered into this Interlocal Agreement, the parties hereby acknowledge that all liabilities, obligations and covenants of the CITY and the AUTHORITY under this Interlocal Agreement are contingent upon the execution and delivery of the Sublease by the parties thereto. In the event that the Sublease is not fully executed by the AUTHORITY and the Subtenant within one hundred and twenty (120) days from the Interlocal Agreement Date, either Party may terminate this Interlocal Agreement by providing written 14 notice to the non -terminating Party. In addition to the foregoing, the Parties agree that the CITY shall have the right to terminate this Interlocal Agreement in the event that any of the following conditions are not satisfied within the time period indicated below: (a) Within twelve (12) months after the Effective Date of the Sublease, the AUTHORITY and CITY shall have received (i) satisfactory evidence that sufficient funds have been or will be secured by the Subtenant under the Sublease for the construction of the Project (which evidence may consist of approved grants, loan commitments, letters confinning individual and/or corporate donations or sponsorships, etc.), and (ii) a commercially reasonable business plan supporting the operation of the Museum over the initial five (5) years following opening; (b) Within twelve (12) months after the Effective Date of the Sublease, the Subtenant shall have commenced construction of the Project, subject to Unavoidable Delay; and (c) Within thirty (30) months after construction of the Project has commenced, the Project shall be substantially completed in accordance with the Development Order, subject to Unavoidable Delay. The issuance of a temporary certificate of occupancy shall constitute sufficient evidence that the Project has been substantially completed in accordance with the Development Order. In the event that any of the foregoing conditions subsequent are not satisfied within the time period specified, subject to Unavoidable Delay, the CITY shall have the right to terminate this Interlocal Agreement by written notice to the AUTHORITY delivered pursuant to the notice provision contained herein at any time after the expiration of said time period but prior to the satisfaction of the condition in question. In the event that the condition is satisfied prior to the CITY'S termination of this Interlocal Agreement, the CITY'S right to terminate with respect to 15 that particular condition . shall cease. Upon termination the parties shall be released from all further obligations hereunder. Section 6.3 Termination of Sublease/Development Agreement Notwithstanding the fact that the parties have entered into this Interlocal Agreement, the parties hereby acknowledge that all liabilities, obligations and covenants of the CITY and the AUTHORITY hereunder are contingent upon the satisfaction of the conditions set forth in Article II (entitled "Conditions Subsequent") of the Development Agreement and Section 2.6 (entitled "Condition Precedent; Conditions Subsequent; Right to Terminate") of the Sublease. In the event that the Subtenant terminates the Development Agreement and the Sublease for any reason, then either the CITY or the AUTHORITY may subsequently terminate this Interlocal Agreement. Furthermore, in the event that the Sublease is terminated at any time for any other reason, then either the CITY or the AUTHORITY may subsequently terminate this Interlocal Agreement. ARTICLE 7 IMPOSITIONS; IN KIND SERVICES Section 7.1 Impositions The AUTHORITY shall include in the Sublease an affirmative obligation on the part of the Subtenant to pay and discharge, as they become due,any and all Impositions, before any fine, penalty, interest or cost may be added to such Imposition. The Subtenant, at its sole cost and expense, may apply for a total or partial tax exemption if eligible. Section 7.2 In Kind Services The AUTHORITY agrees that the Sublease shall require the Subtenant to provide to the CITY "in kind" services each year of the Sublease, having a dollar value of not less than $75,000 per year ("In Kind Services"). The In Kind Services to be provided by the Subtenant 16 shall include the following services (even if such services in the aggregate exceed the minimum $75,000 value required of the Museum in the immediately preceding sentence): (i) a year round discount of fifty percent (50%) off the standard entrance fee to the Museum for City of Miami residents,(ii)specialprograms to be established in cooperation with and monitored by the City Pe of Miami Parks and Recreation Department which shall include, at a minimum, programming and scholarships having a dollar value of not less than $25,000.00 in the aggregate (for field trips, reduced admission charges for families, summer, fall, winter and spring camps, or other programming and/or activities of a similar nature), (iii) use of the Subtenant's auditorium for a maximum of six (6) CITY or CITY -sponsored events, and (iv) use of the Subtenant's auditorium for a maximum of two (2) events approved by the board of directors of the AUTHORITY. The Subtenant's obligation to provide In Kind Services under the Sublease (including the items specified in (i) through (iv) above) shall commence on the date which the Subtenant opens its doors to the public, but shall be prorated on a per diem basis for the year in which the Museum opens based on the number of days remaining in such first year. With respect to items (iii) and (iv), it is agreed that: (a) -the events will be held on mutually agreeable dates and times, provided that the Subtenant shall agree under the Sublease to use commercially reasonable efforts to accommodate the CITY's and AUTHORITY'S (as applicable) selected dates, (b) the CITY and the AUTHORITY will give the Subtenant no more than six (6) months, and no less than ten (10) days prior written notice of the proposed date and time for the event(s), and (c) the CITY and the AUTHORITY (as applicable) shall be responsible for any cost not normally included in the standard rental of the auditorium (by way of example and not limitation, if the cost of security and post -event clean-up are not included in the normal rental fee, the CITY and the AUTHORITY (as applicable) will be responsible for providing and paying for them separately). 17 The Sublease shall provide that the amount of In Kind Services to be provided shall be increased on the first day of each Lease Year by any increase during the prior year in the index known as "United States Bureau of Labor Statistics, Consumer Price Index, utilizing the "Consumer Price Index for All Items, Miami - Ft. Lauderdale, Florida", Base Year 1982-84=100 (hereinafter the "CPI"). In no event shall any CPI adjustment result in an amount of In Kind Services per year which is less than seventy-five thousand dollars ($75,000). Notwithstanding the above, the Subtenant's obligation to pay all ad valorem taxes shall not be limited to the amount of In Kind Services being provided and Subtenant shall be obligated to pay the entire ad valorem tax even if same exceeds the amount of In Kind Services required. ARTICLE 8 CITY'S RIGHT OF ENTRY The AUTHORITY shall permit the CITY and its agents, representatives, employees, and/or designees to enter into the Project and all other areas of the Property, at all reasonable times upon advance written notice for any reasonable purpose; provided, however, that the CITY'S rights under this Section shall not unreasonably interfere with the construction or operation of the Project or the performance of the AUTHORITY'S obligations under this Interlocal Agreement. ARTICLE 9 ASSIGNMENTS AND OTHER TRANSFERS The CITY reserves the right to sell or mortgage the Property, and to transfer or delegate any of its duties or obligations under this Interlocal Agreement, as may be permitted by law, subject to the AUTHORITY'S consent, which consent may not be withheld or unreasonably delayed. Any such sale, transfer or mortgage shall be expressly subject to this Interlocal Agreement and the Sublease, and the purchaser, transferee or mortgagee shall acknowledge in 18 writing that the Property is subject to this Interlocal Agreement and Sublease, and, with respect to a purchaser or other transferee, that it assumes all the obligations and liabilities of the CITY hereunder related to the time period from and after the transfer. If requested by the AUTHORITY, the CITY will obtain a non -disturbance agreement from its mortgagee providing that in the event of a foreclosure of the CITY'S interest in the Property, the possession of the Property by the AUTHORITY and/or the Subtenant shall not be disturbed so long as such parties are not in default of this Interlocal Agreement or the Sublease (as applicable) beyond applicable notice and cure periods. Notwithstanding anything herein to the contrary, the CITY agrees that it shall not sell, assign, mortgage or otherwise transfer its interest in the Property (i) at any time prior to the completion of the initial construction of the Project, or (ii) if such sale, assignment, mortgage or other transfer would cause a violation of the Deed Restrictions. ARTICLE 10 POSSESSION AND CONSTRUCTION OF FACILITIES Section 10.1 Delivery of Possession of the Property The CITY shall deliver possession of the Property to the AUTHORITY on the Possession Date. Section 10.2 The Improvements Pursuant to the conditions of the Sublease and the Development Agreement, and in the manner provided by law, the AUTHORITY shall cause the Subtenant to commence and complete the development and construction of the Project on the Property. All improvements constructed upon or installed at the Property, including the children's museum building and administrative offices related thereto, parking areas, walkways, driveways, and public facilities appurtenant to the children's museum, shall be referred to in this Interlocal Agreement as the "Improvements". 19 Section 10.3 Manner of Construction of Improvements The construction of the Improvements on the Property shall be in accordance with all Applicable Laws and, with respect to the Project, in accordance with the plans, specifications and other construction documents therefor, all of which shall be approved in the manner set forth in the Development Agreement and the Development Order. Section 10.4 Title to the Improvements Within sixty (60) days after the Completion Date (as such term is defined in the Sublease), the Subtenant shall convey title to the Improvements to the CITY without any compensation or other consideration due the Subtenant in accordance with the Sublease. Upon such conveyance, the term "Property" hereunder and under the Sublease shall automatically be deemed to include the Improvements for all purposes of this Interlocal Agreement and the Sublease. Section 10.5 CITY Property to Remain Free of Liens The AUTHORITY shall have no power or right to, and shall not in any way, encumber the CITY'S fee simple interest in the Property. If any mechanics' liens shall at any time be filed against the CITY'S interest in the Property, as a result of the actions of the AUTHORITY or the Subtenant (or any of its subtenants, licensees, or concessionaires), the AUTHORITY shall promptly take and diligently pursue a cause of action to have the same discharged or to contest in good faith the amount or validity thereof, and if unsuccessful in such contest, to have the same discharged. 20 ARTICLE 11 MAINTENANCE, REPAIR AND ALTERATIONS Section 11.1 Maintenance of Greenspace Area The Sublease shall require the Subtenant to maintain the landscaping and green areas located within the subleased premises in such condition as may be reasonably required by the AUTHORITY, and to comply with any future landscaping guidelines for Watson Island, so long assuch guidelines do notsubstantially increase the cost of maintenance to the Subtenant. Additionally, the Sublease shall require the Subtenant to maintain the area depicted in Exhibit F, if requested by the CITY, in such condition as may be reasonably requested by the CITY, so long as the cost of maintenance of such area does not impose an unreasonable financial burden on the Subtenant. The Subtenant shall not be required to landscape the area depicted in Exhibit F. If the Watson Island Association is established as contemplated in Section 24.2 and the responsibilities of the Watson Island Association include maintenance of common areas on Watson Island, then the responsibility for the maintenance of such greenspace area shall be imposed on said association in lieu of the Subtenant. Section 11.2 Repair of the Improvements. The AUTHORITY shall require the Subtenant, at the Subtenant's sole cost and expense, to maintain in good, clean, safe and orderly condition and repair the Property and the Improvements. Subject to Article 15 hereof, the AUTHORITY shall further require the Subtenant, at Subtenant's sole cost and expense, to promptly make to the Improvements all necessary repairs, renewals and replacements, interior and exterior, structural and nonstructural, whether made necessary or caused by fire or other casualty, or by ordinary wear and tear. All repairs, renewals and replacements shall be of good quality sufficient for the proper maintenance and operation of the Improvements and shall be constructed and installed in compliance with all 21 Applicable Laws. The Subtenant shall not commit, or suffer to be committed, any waste in or upon the Property, which, in CITY's sole but reasonable opinion, detracts from the appearance of the Property. All maintenance, repairs or replacements shall be performed to the reasonable satisfaction of CITY. Nothing contained in this Interlocal Agreement shall impose on the CITY the obligation to make any repairs or expend any monies for the maintenance of the Property, or the renewal, replacement or repair of the Improvements. Section 11.3 Alterations. The AUTHORITY shall not make or permit the Subtenant to make any structural alterations or alterations to the exterior of the Museum, alterations, to the electrical, mechanical or plumbing systems servicing the Museum which require a permit, or any expansion to the restaurant or cafe servicing the Museum (each a "Major Alteration") without first obtaining the written consent of the CITY, which consent shall not be unreasonably withheld or conditioned and shall be granted or denied within twenty (21) business days of the AUTHORITY'S provision of all documents concerning the Major Alteration reasonably required by the CITY. Failure of the CITY to respond within said 21-day period shall be deemed approval. The AUTHORITY shall be permitted or may permit the Subtenant to perform any other alterations to the Improvements that are not Major Alterations, including interior improvements and exhibits (collectively "Permitted Alterations"), without the CITY' S consent. Any construction undertaken in or to the Improvements shall be performed in accordance with this Article and other provisions of this Interlocal Agreement including compliance with all Applicable Laws. ARTICLE 12 NOTICES All notices, demands, or other writings required or allowed in this Interlocal Agreement must be in writing and shall be delivered or sent, with copies indicated, by personal delivery, 22 certified mail or overnight delivery service to the parties as follows (or at such other address as a party shall specify by notice given pursuant to this Section): TO THE CITY: WITH COPIES TO: CITY OF MIAMI ATTN: City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 CITY ATTORNEY City of Miami Miami. Riverside Building, 9th Floor 444 S.W. 2nd Avenue Miami, Florida 33130 OFFICE OF ASSET MANAGEMENT City of Miami 444 S.W. 2nd Avenue, 3`d Floor Miami, Florida 33130 TO THE AUTHORITY: MIAMI SPORTS AND EXHIBITION AUTHORITY 701 Arena Boulevard Miami, Florida 33136 ARTICLE 13 COMPLIANCE WITH APPLICABLE LAWS During the term of this Interlocal Agreement, the parties shall comply with all Applicable Laws. The AUTHORITY shall require the Subtenant to comply with all Applicable Laws and shall require the Subtenant to obtain and maintain, at no cost to the CITY, all necessary permits and licenses that are required in connection with the operation of and use of the Property. ARTICLE 14 INSURANCE The terms of the Sublease shall require the Subtenant to comply with the insurance requirements of the CITY'S Risk Management Department. The insurance requirements will be set forth with specificity in the Sublease. 23 ARTICLE 15 DAMAGE OR DESTRUCTION Section 15.1 Damage or Destruction Except as provided in 15.2 below, if the Improvements are damaged or otherwise destroyed and the Subtenant elects to restore same under the terms of the Sublease, this Interlocal Agreement shall continue in full force and effect. Any restoration of the Improvements shall be in accordance with andin compliance with all Applicable Laws and, if the plans are materially different from those used originally to construct the Project, the plans must be approved in accordance with the plan approval procedures under the Development Agreement for the original construction of the Project. All such restoration shall be performed by the Subtenant in accordance with the requirements set forth in the Sublease. The CITY shall not be liable for any inconvenience or annoyance to the AUTHORITY or Subtenant or injury to the Subtenant's operations resulting in any way from such casualty damage or repair thereof, unless caused by the gross negligence or willful misconduct of the CITY, its agents, representatives and employees. Section 15.2 Damage or Destruction Occurring Toward End of Term If the Project is damaged or destroyed, and either (i) such damage or destruction occurs during the last four (4) years of the term of this Interlocal Agreement and more than 50% of the gross floor area of Improvements is damaged, or (ii) the Subtenant does not elect to restore the Improvements under the Sublease, then, either party may elect to terminate this .Interlocal Agreement by written notice to the other within ninety (90) days after the occurrence of such damage or destruction, in which case the CITY shall be entitled to receive all of the insurance proceeds, subject to any rights of any Leasehold Mortgagee (as defined in the Sublease). The 24 rights of Leasehold Mortgagees with respect to insurance proceeds shall be paramount to any other party. Upon any termination of this Interlocal Agreement under any of the provisions of this Section 15.2,. the AUTHORITY and the CITY shall each be released thereby from any further obligations hereunder accruing after the effective date of such termination, except that such release shall not apply to any sums then accrued or due to the CITY or to the AUTHORITY under the Section of this Agreement entitled "Surrender of Possession" or to any obligation or provisions otherwise surviving or intended to survive the termination of this Agreement. ARTICLE 16 UTILITIES The AUTHORITY shall cause the Subtenant to pay all charges for consumption of water, gas, heat, light, power, telephone service and other public utilities of every kind furnished to the Property throughout the Interlocal Agreement term, and all other costs and expenses of every kind whatsoever of or in connection with the installation, use, operation, and maintenance of utilities at the Property. ARTICLE 17 GOVERNMENTAL PURPOSE The conveyance of the leasehold interest in the Property under this Interlocal Agreement, and the parties' activities pertaining to planning, establishment, development, construction, improvement, maintenance and operation of the Project, are public and governmental functions exercised for a public purpose. The AUTHORITY acknowledges that (i) the Deed Restrictions prohibit the use of the Property and other portions of Watson Island by private persons and entities for private use or purpose, and require that such lands be used solely for public purposes, and (ii) a violation of the Deed Restrictions will result in the forfeiture of title to the Property to 25 the State of Florida. Accordingly, the AUTHORITY covenants and agrees to comply with the Deed Restrictions and to include a similar covenant to comply with the Deed Restrictions in the Sublease and the Development Agreement. The AUTHORITY further agrees that a violation of the Deed Restrictions by the AUTHORITY hereunder or by the Subtenant under the Sublease shall result in the automatic termination of this Interlocal Agreement and the Sublease without the need for notice of any kind to any party. In the event of termination of this Interlocal Agreement under any of the provisions of this Article 17, the AUTHORITY and the CITY shall each be released thereby from any further obligations hereunder accruing after the commencement of such termination, except that such release shall not apply to any sums then accrued or due to the CITY, orto the AUTHORITY obligations under the Section of this Agreement entitled "Surrender of Possession," or to any obligation or provision otherwise surviving or intended to survive, the termination of this Agreement. ARTICLE 18 EMINENT DOMAIN Section 18.1 Permanent Taking. If the whole of Property, or a material portion thereof is taken under power of eminent domain or sold, transferred or conveyed in lieu thereof, this Interlocal Agreement shall terminate and become null and void on the date the Property is taken by the condemning authority. Upon said termination, the parties shall be relieved of all duties, obligations and liabilities arising under this Interlocal Agreement from and after the date of termination. In the event that less than a material portion shall be taken by condemnation or deed in lieu thereof and the Subtenant has not terminated the Sublease under the terms thereof, then this Interlocal Agreement and all the covenants, conditions and provisions hereunder shall be and remain in full force and effect as to 26 all of the Property not so taken. The award or awards of damages allowed the parties shall be paid as follows: First: There shall be paid all expenses, if any, including reasonable attorneys' fees, incurred by the CITY and the AUTHORITY in such condemnation suit or conveyance; Second: The CITY and the AUTHORITY shall be paid such portions of the award or awards which are allocable to and represented by the value of their respective interests in the Property as found by the court or jury in its condemnation award. Section 18.2 Temporary Taking In the event of temporary taking of all or any portion of the Property for a period of thirty (30) days or less, then this Agreement shall not terminate, unless the Sublease is terminated. ARTICLE 19 ABSENCE OF THIRD PARTY BENEFICIARIES Nothing in this Interlocal Agreement, express or implied, is intended to (a) confer upon any entity or person other than the parties any rights or remedies under or by reason of this Interlocal Agreement as a third -party beneficiary, or otherwise; or (b) authorize anyone not a party to this Interlocal Agreement to maintain an action pursuant to or based upon this Interlocal Agreement. ARTICLE 20 DEFAULT, REMEDIES AND TERMINATION Section 20.1 Events of Default of Default": The occurrence of any one or more of the following events is deemed an "Event 27 (a) If the AUTHORITY defaults in the due and punctual payment of any installment of any Rent when due and payable in accordance with this Interlocal Agreement, and such default continues for more than thirty (30) days after written notice that the sum is due; or (b) If either party defaults in the due performance or observance of any covenant or condition or provision under this Interlocal Agreement, other than the payment of Rent, and such default continues for more than thirty (30) days after written notice of the default from the non -defaulting party, provided that if such default is curable but cannot be cured within thirty (30) days, the defaulting party shall have a reasonable period of time (not to exceed one hundred eighty (180) days) to cure such default so long as the defaulting party commences the cure within thirty (30) days and diligently prosecutes same to completion; or (c) If the Subtenant defaults under the Sublease and said default is not cured within the applicable cure period. Section 20.2 Remedies If any Event of Default occurs, the party not at fault shall have the right to terminate this Interlocal Agreement upon fifteen (15) days written notice; provided, however, that in the case of a default under Section 20.1 (c) above, this Interlocal Agreement will be terminated only if the Sublease is terminated simultaneously. Section 20.3 No Waiver The waiver (either expressed or implied by law) by either party of any default of any term, condition or covenant herein contained shall not be a waiver of any subsequent default of the same or any other term, condition or covenant herein contained. No waiver made by either party with respect to performance, or manner or time thereof, of any obligation of the other party or any condition to its own obligation under this Interlocal Agreement shall be considered a 28 waiver of any rights of the party making the waiver with respect to the particular obligations of the other party, or conditions to its own obligation, beyond those expressly waived, and to the extent thereof, or a waiver in regard to any other rights of the party making the waiver or in regard to any obligation of the other party. Section 20.4 Remedies Cumulative No remedy conferred upon or reserved to the CITY or the AUTHORITY shall be considered exclusive of any other remedy, but shall be cumulative and shall be in addition to every other remedy given under this Interlocal Agreement or existing at law or in equity or by statute; and every power and remedy given by this Interlocal Agreement to the CITY or the AUTHORITY may be exercised from time to time and as often as occasion may arise or as may be deemed expedient by the CITY or the AUTHORITY. No delay or omission of CITY or AUTHORITY to exercise any right or power arising from any default shall impair any right or power, nor shall it be construed to be a waiver of any default or any acquiescence in it. Section 20.5 Unavoidable Delay For the purpose of any of the provisions of this Interlocal Agreement, neither the CITY (including the City Manager) nor the AUTHORITY, as the case may be, shall be considered in breach of or in default in any of its obligations under this Interlocal Agreement in the event of unavoidable delay in the performance of any such obligations due to strikes, lockouts, acts of God, inability to obtain labor or materials, or to settle insurance claims due to govemmental restrictions, enemy action, civil, commotion, fire, hurricane, flood, casualty, or other similar causes beyond the reasonable control of a party (collectively, "Unavoidable Delay"), but not including such party's insolvency of financial condition, it being the purpose and intent of this Section that in the event of the occurrence of any such Unavoidable Delay the time or times for 29 the performance of the covenants and provisions of this Interlocal Agreement shall be extended for the period of Unavoidable Delay; provided, however, that the party seeking the benefit of the provisions of this Section shall, within thirty (30) days after such party shall have become aware of such Unavoidable Delay, give written notice to the other party thereof of the cause or causes thereof and the time anticipated to be delayed. Section 20.6 Termination In the event that this Interlocal Agreement is terminated by the City for any reason expressly permitted hereunder, it is understood and agreed that the City shall have no liability whatsoever, financial or otherwise, to the AUTHORITY for any matter whatsoever relating to the termination or the use of the Property. ARTICLE 21 ATTORNMENT BY SUBTENANT AND NON -DISTURBANCE BY CITY The cancellation or termination of this Interlocal Agreement by the parties hereto shall not interfere with any rights of the Subtenant provided that: (i) the Sublease has been approved by the CITY; (ii) the Subtenant is not in default beyond applicable notice and cure periods under the Sublease; and (iii) the Subtenant enters into an agreement with the CITY whereby it attoms to the CITY. In such event, the CITY shall recognize and not disturb the Subtenant under the terms of the Sublease. This non -disturbance agreement shall be self -operative and no further agreement between the CITY and the Subtenant shall be necessary to effect the same; however, the CITY agrees from time to time, promptly upon request of the Subtenant, that it will enter into agreements with the Subtenant confirming such non -disturbance agreement. The foregoing non- disturbance provisions shall not apply in the event this Interlocal Agreement is terminated under Article 16 as a result of a violation of the Deed Restrictions, whereupon the Sublease shall terminate on the same date the Interlocal Agreement terminates. 30 ARTICLE 22 MORTGAGE FINANCING Provided that an Event of Default has not occurred and is not continuing, the AUTHORITY shall have the right, subject to the City Commission's approval, at any time and from time to time to encumber the leasehold estate created by this Interlocal Agreement and any Improvements by mortgage or other security instrument. In addition, the AUTHORITY may permit the Subtenant to mortgage its leasehold interest to a Leasehold Mortgagee approved by the CITY. ARTICLE 23 ENVIRONMENTAL MATTERS The AUTHORITY shall include in the Sublease (and require that it include in any subleases, licenses, concession agreements and management agreements) provisions whereby the Subtenant and such third parties shall -warrant and represent, and shall indemnify and hold harmless the CITY and the AUTHORITY for the breach of the covenants, that: (a) They will not unlawfully use or employ the Property or any of the facilities thereon to handle, transport, store, treat, or dispose of any hazardous wastes or substances, on the Property; (b) They will not knowingly conduct any activity on the Property in violation of any applicable Environmental Laws; and (c) They will ` conduct any activity on, or relating to the Property, and the operations of the Project in full compliance with all Environmental Laws and all terms, conditions and requirements of any and all permits, licenses, consents, approvals, and authorizations of any federal, state, or local regulatory agencies or authorities. 31 The foregoing provisions, as contained herein and in the corresponding documents, shall survive the termination of this Agreement and of the documents in which they are contained. ARTICLE 24 SIGNAGE; WATSON ISLAND ASSOCIATION Section 24.1 Signage The AUTHORITY understands that the CITY desires to provide a neat and consistent look to all directional signs placed on Watson Island through an island -wide signage system. Accordingly, the CITY will, at the CITY's expense, develop a pathfinder/directional-type signage system, directing visitors to the various sites on Watson Island, by a graphic design firm selected by the CITY. The AUTHORITY agrees to pay, or to cause Subtenant to pay, its pro rata share of the cost of fabrication and installation of the CITY's signage system for Watson Island (the "Directional Signage Costs") attributable to the Museum. Section 24.2 Watson Island Association The AUTHORITY acknowledges, and shall disclose to the Subtenant under the Sublease, the City's intent to form an association that will have, as its primary purpose, the promotion and marketing of Watson Island, the maintenance and administration of common areas, and the enforcement of all existing and future rules and regulation affecting the island, including, by way of example, landscaping and directional signage guidelines. The AUTHORITY shall require the Subtenant to participate in, and contribute financially to the establishment and operation of, the Watson Island Association, so long as the association does not impose an unreasonable financial burden on the Museum. The costs passed through the Watson Island Association shall not include the cost of installation of infrastructure (i.e. roadways, utilities and the like) on Watson Island. The amount of Subtenant's contribution, and that of all other occupants or tenants in Watson Island, shall be established by the City, in an equitable, non -discriminating and 32 reasonable manner, and the Subtenant's contribution shall not include costs and expenses associated with, or relating to, or that would have been assessed against, the tenants of portions of Watson Island (or their respective parcels), not participating in the Watson Island Association. The CITY agrees to disclose in writing to the Subtenant the manner in which it has established the Subtenant's contribution and the basis therefor. Section 24.3 Pass-Throughs The CITY agrees that it shall not double charge for any item of expense passed through to the AUTHORITY under the provisions of this Interlocal Agreement. ARTICLE 25 MISCELLANEOUS Section 25.1 Section Captions The captions appearing in this Interlocal Agreement are for convenience only and shall in no way define, amplify, limit or describe the scope or intent of this Interlocal Agreement or any part thereof Section 25.2 Other Documents The CITY and the AUTHORITY shall take all such actions and execute all such documents which may be reasonably necessary to carry out the purposes of this Interlocal Agreement, whether or not specifically provided for in this Interlocal Agreement. Section 25.3 Counterparts This Interlocal Agreement may be executed and delivered in two counterparts, each of which shall be deemed to be an original and both of which, taken together, shall be deemed to be one Interlocal Agreement. 33 Section 25.4 Entire Agreement This Interlocal Agreement, and the documents which are Exhibits to this Interlocal Agreement, contain the sole and entire agreements entered into by the parties with respect to their subject matter, and supersede any and all other prior written or oral agreements between them with respect to such subject matter. Section 25.5 Severability If any term or provision of this Interlocal Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Interlocal Agreement or the application of such term or provision to the persons or circumstance other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Interlocal Agreement shall be valid and be enforced to the fullest extent permitted by law. Section 25.6 Approvals and Consents Wherever in this Interlocal Agreement the approval or consent of any party is required, it is understood and agreed that such approval or consent will not be unreasonably withheld or delayed, unless the context specifically indicates otherwise. Wherever in this Interlocal Agreement the approval or consent of the CITY is required, the written approval or consent of the matter in question by the City Manager shall satisfy the requirements for approval or consent of the CITY for all purposes. Section 25.7 Governing Laws This Interlocal Agreement shall be governed by the laws of the State of Florida. This Interlocal Agreement is subject to and shall be interpreted to effectuate its compliance with the Charter of the CITY. 34 Section 25.8 Amendments No amendment may be made to this Interlocal Agreement unless authorized by the City Commission and the AUTHORITY. Section 25.9 Waiver of Jury Trial The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right. either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this lease, or arising out of, under or in connection with this Interlocal Agreement or any amendment or modification of this Interlocal Agreement, or any other agreement executed by and between the parties in connection with this Interlocal 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 AUTHORITY entering into the subject transaction. Section 25.10 Quiet Enjoyment If the AUTHORITY pays the Rents and other amounts due under this Interlocal Agreement and observes and performs all the terms, covenants and conditions hereof, the AUTHORITY shall peaceably and quietly hold and enjoy the Property for the Interlocal Agreement term, without 'interruption by the CITY, subject to the terms and conditions of this Interlocal Agreement. Section 25.11 Surrender of Possession Upon the expiration or earlier termination of the Interlocal Agreement pursuant to the provisions hereof, the AUTHORITY shall deliver to the CITY possession of the Property in good repair and condition, reasonable wear and tear excepted. 35 Section 25.12 Attomey's Fees In the event that legal action is taken by either party to enforce any of the provisions of this Interlocal Agreement, each party shall be responsible for its own expenses, including attomey's fees, in connection with any such action. Section 25.13 Recording A memorandum or short form of this Interlocal Agreement in form mutually satisfactory to the parties shall be recorded among the Official Records of Miami -Dade County, Florida, and either party may cause any modification or addition to this Interlocal Agreement or any ancillary document relevant to this transaction to be so recorded. Section 25.14 Estoppel Certificates The CITY and the AUTHORITY shall, at any time and from time to time, within fifteen (15) days after written request by the other, execute, acknowledge and deliver to the party which has requested the same, a certificate stating that: (i) this Interlocal Agreement is in full force and effect and has not been modified, supplemented or amended in any way, or, if there have been modifications, the Interlocal Agreement is in full force and effect as modified, identifying such modification agreement, and if this Interlocal Agreement is not in full force and effect, the certificate shall so state the reasons why; (ii) this Interlocal Agreement as modified represents the entire agreement between the parties as to this leasing or, if it does not, the certificate shall so state why; (iii) the dates on which the term of this Interlocal Agreement commenced and is scheduled to terminate; (iv) all conditions under this Interlocal Agreement to be performed by the CITY or the AUTHORITY, as the case may be, have been satisfied and, as of the date of such certificate, there are no existing defenses or offsets which the CITY or the AUTHORITY, as the case may be, has against the enforcement of this Interlocal Agreement by the other party, 36 or, if such conditions have not been satisfied or if there are any defenses or offsets, the certificate shall so state; and (v) the rental due and payable for the year in which such certificate is delivered has been paid in full, or, if it has not been paid, the certificate shall so state. The party to whom any such certificate shall issued may rely on the matters therein set forth and thereafter the party issuing the same shall be estopped from denying the veracity and accuracy of the same. Section 25.15 Radon 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 testing may be obtained from your county Public Health Unit. Section 404.056(8), Florida Statutes (1999). - Section 25.16 Successors and Assigns Except to the extent limited elsewhere in this Interlocal Agreement, all of the covenants, conditions and obligations contained in this Interlocal Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the CITY and the AUTHORITY. Section 25.17 Protection From Personal Liability No obligation or liability of any kind or nature whatsoever incurred by or asserted against the AUTHORITY or the CITY in connection with this Interlocal Agreement, or arising out of the parties' actions in connection therewith, shall in any manner whatsoever be a personal obligation or liability of any member of the AUTHORITY or any elected or appointed official of the CITY. Section 25.18 Approval by the Oversight Board. The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review and approve all pending City of Miami 37 contracts. As a result, contracts shall not be binding on the CITY until such time as they have been approved by the Oversight Board. Attestation of this Interlocal Agreement by the CITY Clerk shall constitute evidence of approval by the Oversight Board. 1 [remainder of this page intentionally left blank] 38 IN WITNESS WHEREOF, the parties have executed this Interlocal Agreement at Miami, Florida on the day and year first above written. Signed, sealed and delivered in the presence of: CITY OF MIAMI, a municipal corporation of the State of Florid Print Name: CtiAr- . 3 • I I i,,% Print Name: t N. e: Print N e: tCP-c G. � y Print Name: By: Carl City Manager AI I EST: By: fr, Wa1teJ. Foeman City Clerk MIAMI SPORTS AND EXHIBITION AUTHORI By: ATTEST: By: Name: Title: APPROVED AS TO INSURANCE APPRO REQUIRE T CO By: Risk Management Department • .!f,o Vilarello ity Attomey 39