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HomeMy WebLinkAboutExhibitREVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO KAR MIAMI MRP, LLC FOR THE USE OF THE PROPERTY LOCATED AT LUMMUS LANDING 250 NW N RIVER DRIVE MIAMI, FLORIDA CONTENTS 1. Purpose 1 2. Occupancy And Use Period 2 3. Interest Conferred By This Agreement 2 4. Use Fee 2 5. Late Fee 3 6. Returned Check Fee 3 7. Security Deposit 3 8. Intentionally Deleted 4 9. Adjustment to Monthly Fee 4 10. Utilities 4 11. Condition Of The Property 5 12. Alterations, Additions Or Replacements 5 13. Violations, Liens And Security Interests 6 14. City Access To Facility 6 15. Indemnification And Hold Harmless 7 16. Insurance 7 17. No Liability 8 18. Taxes 9 19. Cancellation By Request Of Either Of The Parties Without Cause 9 20. Termination By City Manager For Cause 9 21. Notices 10 22. Signage/Advertising 10 23. Ownership Of Improvements 11 24. Surrender Of Area 11 25. Severability 12 26. No Assignment Or Transfer 12 27. Nondiscrimination 13 28. Affirmative Action 13 i 29. Intentionally Deleted 13 30. Waiver Of Jury Trial 13 31. Waiver 13 32. Amendments And Modifications 14 33. Court Costs And Attorney(s)' Fees 14 34. Compliance With All Laws Applicable 14 35. Entire Agreement 14 36. Conflict of Interest 15 Exhibit "A" - The Property Exhibit "B" — The Area Exhibit "C" - Insurance Requirements ii REVOCABLE LICENSE AGREEMENT This Revocable License Agreement ("Agreement") is made this day of 2018 ("Effective Date"), between the City of Miami (the "City"), a municipal corporation of the State of Florida, and KAR Miami MRP, LLC (the "Licensee"), a Florida Limited Liability Company. WHEREAS, the City has a submerged lands lease agreement ("Lease") with the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida ("State"); and WHEREAS, The Lease authorized the City to construct and operate a fifteen (15) slip public docking facility to be used for the temporary mooring of recreational vessels; and WHEREAS, Licensee has requested to utilize ten (10) of the vessel slips to be used by members of the public that are coming to their restaurant by boat. The City will audit the use on an annual basis to ensure the Property is being used for its intended Purpose ("Audit"). If the Audit reveals an inconsistent use, the City reserves the right to administratively reduce the number of Vessel slips and the Use Fee using a "per slip" calculation. WHEREAS, in order to carry out the intent as expressed herein and in consideration of the mutual agreements subsequently contained, City and Licensee agree as follows: 1. Purpose. The City is the lessee of a parcel of submerged land consisting of approximately 15,201 SF located at the legal description shown in the attached Exhibit A (the "Property"). The purpose of this Agreement is to authorize the Licensee's usage of ten (10) vessel slips, as shown on the attached Exhibit B (the "Area"), seven (7) days a week, from the hours of 11:OOAM to 6:OOAM, for the mooring of vessels on a transient basis ("Permitted Use"). For the avoidance of doubt, the Permitted Use is restricted to recreational vessels and they may not be used by Liveaboards, as defined in the Lease as amended and/or extended. Any use of the Area not authorized under Permitted Use must receive the written consent of the City Manager, which consent may be withheld for any or no reason, including, but not limited to, additional financial consideration. 2. Occupancy And Use Period. This Agreement shall commence on the Effective Date and shall continue on a month -to -month basis until cancellation or termination in the manner detailed in Sections 19 and/or 20 below. 3. Interest Conferred By This Agreement. Licensee agrees that this Agreement has been issued by the City to authorize Licensee to occupy the Area solely for the limited purpose of the Permitted Use and for no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease and the rights of Licensee hereunder are not those of a tenant but is a mere personal privilege to do certain acts of a temporary character and to otherwise use the Area subject to the terms of this Agreement. No leasehold interest in the Area is conferred upon Licensee under the provisions hereof and Licensee does not and shall not claim at any time any leasehold estate or ownership interest 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. 4. Use Fee. In consideration for this Agreement, Licensee agrees to pay to the City for the use of the Area a monthly fee in the amount of two thousand five hundred dollars and 00/100 ($2,500.00), plus State Use Tax, if applicable, which shall be paid in advance and in full on the first day of each month, without notice or demand (the "Monthly Fee"). Payments shall be made payable to "City of Miami" and shall be mailed to Depait rent of Real Estate and Asset Management, 444 S.W. 2nd Avenue, 3rdFloor, Miami, Florida 33130, or such other address as may be designated from time to time. In the event the Effective Date does not fall on the first day of the month, the Monthly Fee will be prorated on a daily basis for that month. 5. Late Fee. In the event any installment of the Monthly Fee is not received by City on or before the fifth day of the month, Licensee shall pay to City a late charge in an amount equal to five percent (5%) of the Monthly Fee. 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 City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 6. Returned Check Fee. In the event any check is returned to the City as uncollectible, the Licensee shall pay to 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 OVER $800 $40.00 5% of the returned amount. The Returned Check 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 Returned Check Fee by City shall, in no event, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent City from the pursuit of any remedy to which City may otherwise be entitled. 7. Security Deposit. Simultaneously with the execution of this Agreement, the Licensee shall deposit with City the sum of five thousand dollars and 00/100 ($5,000.00) (the "Security Deposit") as guarantee for the full and faithful performance by Licensee of all obligations of Licensee under this Agreement or in connection with this Agreement. If Licensee is in violation (as provided in "Termination By City Manager For Cause") beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Security for the payment of (i) any fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which City may expend or be required to expend as a result of Licensee's violation. The use, application or retention of the Security or any portion thereof by City shall not prevent City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which City may be entitled otherwise. At any time or times when City has made any such application of all or any part of the Security Deposit, the Licensee shall deposit the sum or sums equal to the amounts so applied by City within ten (10) days of written notice by the City. Provided Licensee is not in violation of this Agreement, the Security Deposit 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 Area in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security Deposit (or balance thereof) to the Licensee, City shall be completely relieved of liability with respect to the Security Deposit. Licensee shall not be entitled to receive any interest on the Security Deposit. 8. Intentionally Deleted 9. Adjustment To Monthly Fee. Commencing twelve months from the Effective Date, or on the first day of the following month if the Effective Date is not on the first of the month, and every twelve months thereafter (the "Anniversary Date(s)"), Licensee agrees that the Monthly Fee shall be increased by four percent (4%) of the Monthly Fee in effect for the immediately preceding month. Nothing in this paragraph shall be construed to grant Licensee the right to use the Area for a term greater than on a month -to -month basis. 10. Utilities Licensor shall pay for all utilities for the Area if applicable. 11. Condition Of The Property. 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. Licensee, at its sole cost, shall maintain 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. Licensee shall be responsible for all repairs to the Area required or caused by Licensee's use of part thereof. 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 and State code requirements for Licensee's occupancy thereof but shall not be required to make capital repairs or improvements of any kind unless said improvements result from actions by the Licensee. 12. Alterations, Additions Or Replacements. Except in the event of an emergency, Licensee shall not make any repair or alteration 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 the City Manager's approval, which approval may be conditioned or withheld for any or no reason whatsoever. 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 alterations including, but not limited to, design, construction, installation and permitting costs. All alterations to the Area, whether or not by or at the expense of the Licensee, 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, ordinances and regulations of the State of Florida, Miami -Dade County, City of Miami and any other agency that may have jurisdiction over the Area as they presently exist and as they may be amended hereafter. 13. Violations, Liens And Security Interests. Licensee, at its expense and with due diligence and dispatch, shall secure the cancellation or discharge of, or bond off same in the manner permitted by law, all notices of violations arising from or otherwise in connection with Licensee's improvements or operations in the Area which shall be issued by any public authority having or asserting jurisdiction. Licensee shall promptly pay its contractors and materialsmen for all work and labor done at Licensee's request. Should any such lien be asserted or filed, regardless of the validity of said liens or claims, Licensee shall bond against or discharge the same within fifteen (15) calendar days of Licensee's receipt of notice of the filing of said encumbrance. In the event Licensee fails to remove or bond against said lien by paying the full amount claimed, Licensee shall pay the City upon demand any amount paid out by City, including City's costs, expenses and reasonable attorneys' fees. 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, subcontractor, materialman, laborer or any other third person with whom Licensee has contracted or otherwise is found liable for, in respect to the Area. Nothing contained in this Agreement shall be deemed, construed or interpreted to imply any consent or agreement on the part of City to subject the City's interest or estate to any liability under any mechanic's or other lien asserted by any contractor, subcontractor, materialsman or supplier thereof against any part of the Area or any of the improvements thereon and each such contract shall provide that the contractor must insert a statement in any subcontract or purchase order that the contractor's contract so provides for waiver of lien and that the subcontractor, materialman and supplier agree to be bound by such provision. 14. City Access To Facility. The City shall have access to and entry into the Area at any time to (a) inspect the Area, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the 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 purpose. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above unless same is caused by the negligence or willful act of the City, its employees or agents. 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. 15. Indemnification And Hold Harmless. The Licensee shall indemnify, hold harmless and defend the City, its officials and employees, from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising during the period of this Agreement, for any personal injury, loss of life or damage to property sustained in or on the Area and common areas, by reason of or as a result of Licensee, its employees, agents, contractors, subcontractors or officials use or operations thereon, and from and against any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorney's fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof; 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, contractors, subcontractors or officials. 16. 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 coverage shown on the attached Exhibit C. The City of Miami, Department of Risk Management, reserves the right to reasonably amend the insurance requirements by the issuance of a notice in writing to Licensee. The Licensee shall provide any other insurance or security reasonably required by the City. The policy or policies of insurance required shall be so written that the policy or policies may not be canceled or materially changed without thirty (30) days advance written notice to the City. Said notice should be delivered to the City of Miami, Department of Risk Management, 444 SW 2 Avenue, 9th Floor, Miami, Florida 33130, with copy to the City of Miami, Depailiuent of Real Estate and Asset Management, 444 SW 2nd Avenue, 3rd Floor, Miami, Florida 33130, or such other address that may be designated from time to time. A current Evidence and Policy of Insurance evidencing the aforesaid required insurance coverage shall be supplied to the Depaittnent of Real Estate and Asset Management at the commencement of the term of this Agreement and a new Evidence and Policy shall be supplied at least twenty (20) days prior to the expiration of each such policy. In the event Licensee shall fail to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. Licensee's failure to procure insurance shall in no way release Licensee from its obligations and responsibilities as provided herein. 17. No Liability. Unless caused by the neglect or willful act or omission of the City, its employees or agents, 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, its officers, agents, employees, invitees or patrons occurring in or about the Area that may be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft or leaks which may flow from or into any part of the Area, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Area, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Area or any person whomsoever whether such damage or injury results from conditions arising upon the Area or upon other portions of the Area or from other sources. Licensee indemnifies the City its officers, agents and employees from and against any and all such claims including, but not limited to, claims, costs, liabilities, suits, actions, damages or causes of action arising 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 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. 18. Taxes and Fees Unless exempted by law, Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and all charges, fees, taxes or assessments levied against the Area and/or against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Area by Licensee, including, but not limited to, ad valorem taxes, fire fees and parking surcharges. In the event Licensee appeals a tax or fee, Licensee shall immediately notify City of its intention to appeal said tax or fee and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to City or other security reasonably satisfactory to City in an amount sufficient to pay one hundred percent of the contested tax or fee with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 19. Cancellation By Request Of Either Of The Parties Without Cause. Either Party may cancel this Agreement at any time by giving thirty (30) days written notice to the non -canceling Party prior to the effective date of the cancellation. 20. Termination By City Manager For Cause. If, at the sole and complete discretion of the City, Licensee in any manner violates the restrictions and conditions of this Agreement, then, and in the event, after ten (10) days written notice given to Licensee by the City Manager within which to cease such violation or 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 canceled without the need for further action by the City. 21. Notices. All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to City and Licensee at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier: CITY OF MIAMI City of Miami Office of the City Manager 444 SW 2 Avenue, 10th Floor Miami, FL 33130 WITH A COPY TO City of Miami City Attorney 444 S.W. 2 Avenue, Suite 945 Miami, FL 33130 WITH A COPY TO LICENSEE KAR MIAMI MRP, LLC Enter Address Attn: City of Miami Depailinent of Real Estate and Asset Management 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 22. Signage/Advertising. Licensee will be responsible for installing and maintaining adequate signage to inform the general public of the hours of use by the Licensee. Said signage must be approved in writing by the Director of the Department of Real Estate and Asset Management ("Director"), prior to installation. Licensee shall not permit any signs or advertising matter to be placed on the Area and/or Property without having first obtained the approval of the Director or his designee, which approval may be withheld for any or no reason, at his sole discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Licensee must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Area and/or Property. If any part of the Area and 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 and/or Property within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area and/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 upon the Area an appropriate sign indicating City's having issued this Agreement. 23. Ownership Of Improvements. As of the Effective Date and throughout the Use Period, all buildings and improvements thereon shall be vested in City. Furthermore, title to all Alterations made in or to the Area, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Area. 24. Surrender Of Area. In either event of cancellation pursuant to "Cancellation By Request Of Either Of The Parties Without Cause" or "Termination By City Manager For Cause", Licensee shall peacefully surrender the Area in good condition and repair together with all alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Area. Upon surrender, 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 any damage caused to the Area within ten (10) days after receipt of written notice from City directing the required repairs, City shall cause the Area to be repaired at the sole cost and expense of Licensee. Licensee shall pay City the full 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. 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. 25. Severability. Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful under the laws of the State of Florida or the City, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by the City, and in such event, the remaining terms and conditions of this Agreement shall remain unmodified and in full force and effect. 26. No Assignment Or Transfer. Licensee cannot assign or transfer its privilege of occupancy and use granted unto it by this Agreement. 27. Nondiscrimination. Licensee shall not discriminate as to race, color, religion, sex, national origin, age, disability or marital status in connection with its occupancy and use of the Area and improvements thereon. 28. Affirmative Action. Licensee shall have in place an Affirmative Action/Equal Employment Opportunity Policy and shall institute a plan for its achievement which will require that action be taken to provide equal opportunity in hiring and promoting for women, minorities, the disabled and veterans. Such plan will include a set of positive measures which will be taken to insure nondiscrimination in the work place as it relates to hiring, firing, training and promotion. In lieu of such a policy/plan, Licensee shall submit a Statement of Assurance indicating that their operation is in compliance with all relevant Civil Rights laws and regulations. 29. Intentionally Deleted 30. 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. 31. Waiver. No failure on the part of the City to enforce or insist upon performance of any of the terms of this Agreement, nor any waiver of any right hereunder by the City, unless in writing, shall be construed as a waiver of any other term or as a waiver of any future right to enforce or insist upon the performance of the same term. 32. Amendments And Modifications. No amendments or modifications to this Agreement shall be binding on either Party unless in writing, approved as to form and correctness by the City Attorney, and signed by both parties. The City Manager is authorized to amend or modify this Agreement as needed, including a reduction in the number of vessel slips and the corresponding Use Fee 33. Court Costs And Attorney(s)' Fees. In the event it becomes necessary for the City to institute legal proceedings to enforce the provisions of this Agreement, Licensee shall pay City's court costs and attorneys' fees through all trial and appellate levels. 34. Compliance With All Laws Applicable. Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, 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. 35. Entire Agreement. This instrument and its attachments constitute the sole and only agreement of the parties hereto and correctly sets 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 Agreement is the result of 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. 36. 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, and agrees that it will fully comply in all respects with the terms 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 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. 37. Public Records. Licensee shall additionally comply with all requirements of Chapter 119, Florida Statutes, including, but not limited to, Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records that ordinarily and necessarily would be required by the City to perform this service; (2) providing the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meeting all requirements for retaining public records and transferring, at no cost, to the City, all public records in Licensee's possession upon termination of this Agreement and destroying any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) providing all electronically stored public records to the City in a format compatible with the City' s information technology systems. IF THE LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LICENSEE' S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: publicrecords@,miami gov.com IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: corporation CITY OF MIAMI, a municipal of the State of Florida By: By: Todd B. Hannon City Clerk APPROVED AS TO INSURANCE AND REQUIREMENTS: Emilio T. Gonzalez City Manager APPROVED AS TO FORM CORRECTNESS: By: By: Ann -Marie Sharpe, Director Risk Management Department Victoria Mendez City Attorney LICENSEE: WITNESS: KAR Miami MRP, LLC By: By: Signature Signature By: Print Name Print Name/Title Signature Print Name EXHIBIT A PROPERTY See attached boundary survey EXHIBIT B AREA Area = PROPOSED NEW LAYOUT EXHIBIT C INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- REVOCABLE LICENSE AGREEMENT KAR MIAMI MRP, LLC L Commercial General Liability A. 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 B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement II. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability $100,000 A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit III. Marine Operators Legal Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence 1,000,000 Aggregate City of Miami listed as additional insured VI. Umbrella Liability Each Occurrence Policy Aggregate $ 1,000,000 $1,000,000 $1,000,000 City of Miami listed as an additional insured. Excess Follow Form over all applicable liability policies contained herein. VII. Property Commercial Property Insurance covering the slips, and any other equipment, or inventory owned by LICENSEE in connection with this agreement. The property policy shall cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages, including debris removal, windstorm, hail, flood, increased cost of construction, and law and ordinance coverage in an amount equal to the replacement cost of the property insured. The City shall be included loss payee under the commercial property insurance. The above policies shall provide the City of Miami with written notice of cancellation in accordance with policy provisions. 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. The City reserves the right to request copies of all insurance policies associated with this agreement, including any, and all applicable policy endorsements.