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HomeMy WebLinkAboutExhibitLEASE FROM THE CITY OF MIAMI TO UNITED STATES SAILING CENTER, INC. FOR THE USE OF A PORTION OF KENNEDY PARK LOCATED AT 2476 SOUTH BAYSHORE DRIVE MIAMI, FL 33133 INDEX ARTICLE I DEFINITIONS ARTICLE II THE DEMISE 2.1 THE DEMISE 2.2 IMPROVEMENTS TO BECOME THE PROPERTY OF LESSOR 2.3 COVENANTS TO PERFORM 2.4 COVENANTS NOT TO PLEDGE, ETC. ARTICLE III TERM 3.1 TERM OF LEASE ARTICLE IV POSSESSION 4.1 DELIVERY OF POSSESSION OF SUBJECT PROPERTY ARTICLE V PURPOSE OF USE AND OCCUPANCY 5.1 PURPOSE OF USE AND OCCUPANCY OF PROPERTY 5.2 USE BY US SAILING AND USOC 5.3 EVENTS 5.4 LIMITATIONS ON COMMERCIAL ACTIVITIES 5.5 ADDITIONAL LIMITATIONS AND RESTRICTIONS ON LESSEE'S USE OF PROPERTY 5.6 CONTINUOUS DUTY TO OPERATE 5.7 PUBLIC ACCESS TO WATERFRONT ARTICLE VI PARKING 6.1 PARKING ARTICLE VII HAZARDOUS MATERIALS 7.1 HANDLING OF HAZARDOUS MATERIALS 7.2 INDEMNIFICATION 7.3 DISCLOSURE, WARNING AND NOTICE OBLIGATIONS 7.4 ENVIRONMENTAL TESTS AND AUDITS 7.5 SURVIVAL OF LESSEES OBLIGATIONS ARTICLE VIII CONSIDERATION 8.1 RENT 8.2 PERCENTAGE RENT 8.3 COMMUNITY SERVICES 8.4 ADJUSTMENT OF MONTHLY RENT 8.5 SALES TAX 8.6 SECURITY DEPOSITS 8.7 ADDITIONAL PAYMENTS 8.8 LATE FEES 8.9 SPECIAL ASSESSMENTS AND TAXES 8.10 PAYMENT OF AD VALOREM TAXES ARTICLE IX RECORDS AND AUDITING 9.1 RECORDS OF SALES 9.2 AUDIT ARTICLE X LICENSES; COMPLIANCE WITH LAWS 10.1 LICENSES AND PERMITS 10.2 COMPLIANCE WITH LAWS ARTICLE XI ALTERATIONS AND IMPROVEMENTS 11.1 LESSEE'S ALTERATION OF IMPROVEMENTS 11.2 MECHANICS' LIENS 11.3 RIGHTS OF ACCESS TO PROPERTY ARTICLE XII LESSOR'S INSPECTION AND RIGHT OF ENTRY 12.1 INSPECTION BY LESSOR 12.2 LESSOR'S RIGHT OF ENTRY ARTICLE XIII UTILITY CHARGES 13.1 UTILITIES ARTICLE XIV NO REPRESENATION BY LESSOR 14.1 CONDITION OF PROPERTY ARTICLE XV MAINTENANCE AND REPAIR 15.1 MAINTENANCE AND REPAIR OF PROPERTY 15.2 PREVENTIVE MAINTENANCE AND SERVICES ARTICLE XVI INDEMNIFICATION AND INSURANCE 16.1 INDEMNIFICATION 16.2 INSURANCE 16.3 DAMAGE OR LOSS TO LESSEE'S PROPERTY ARTICLE XVII DAMAGE AND DESTRUCTION 17.1 DESTRUCTION OF PROPERTY ARTICLE XXIII EMINENT DOMAIN 18.1 EMINENT DOMAIN ARTICLE XIX ASSIGNMENTS AND SUBLETTING 19.1 ASSIGNMENT AND SUBLETTING OF PROPERTY 19.2 EVENT OF BANKRUPTCY ARTICLE XX INTENTIONALLY LEFT BLANK ARTICLE XXI SIGNAGE 21.1 SIGNS ARTICLE XXII DEFAULT PROVISIONS 22.1 DEFAULT 22.2 REPEATED DEFAULTS 22.3 LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT ARTICLE XXIII LESSOR'S RIGHT TO TERMINATE 23.1 LESSOR'S RIGHT TO TERMINATE ARTICLE XXIV NOTICES 24.1 NOTICES ARTICLE XXV MISCELLANEOUS PROVISIONS 25.1 INGRESS AND EGRESS 25.2 SUCCESSORS AND ASSIGNS 25.3 SURRENDER OF PROPERTY 25.4 AMENDMENTS 25.5 AWARD OF AGREEMENT 25.6 CONFLICT OF INTEREST 25.7 CONSTRUCTION OF AGREEMENT 25.8 COURT COSTS AND ATTORNEYS' FEES 25.9 WAIVER OF JURY TRIAL 25.10 SEVERABILITY 25.11 WAIVER 25.12 CAPTIONS 25.13 RADON 25.14 RECORDING, DOCUMENTARY STAMPS ARTICLE XXVI HOLDING OVER 26.1 HOLDING OVER ARTICLE XXVII QUIET ENJOYMENT 27.1 QUIET ENJOYMENT ARTICLE XXVIII AFFIRMATIVE ACTION 28.1 AFFIRMATIVE ACTION 28,2 NONDISCRIMINATION ARTICLE XXIX ENTIRE AGREEMENT 29.1 ENTIRE AGREEMENT Exhibit A Property Exhibit B Insurance LEASE AGREEMENT This Lease Agreement (the "Lease"), is made and entered into this _day of , 2018, by and between the City of Miami, a municipal corporation of the State of Florida (hereinafter called the "Lessor") and the United States Sailing Center, Inc. (hereinafter called "USSC" or "Lessee"), WITNESSETH WHEREAS, USSC has been operating a sailing center within David Kennedy park since 1986; and WHEREAS, the United States Olympic Committee ("USOC") has exclusive authority under 36 US Code, Section 380, to control the use of Olympic marks, symbols and terminology in the United States; and WHEREAS, the USOC has agreed to designate the US Sailing Center as a United States Olympic Training Facility subject to certain terms and conditions; and WHEREAS, USOC requires that the United States Sailing Association, Inc. ("US Sailing"), the National Governing Body for the sport of sailing in the United States, certify that the USSC and its center meet all of the terms and conditions necessary to conduct national and international level training and competition programs; WHEREAS, the City of Miami is desirous of the USSC being designated by the USOC as a United States Olympic Training Facility; and WHEREAS, Section 29-D of the Charter of the City of Miami provides a procedure for waiving competitive bidding and referendum requirements when entering into a lease or extending an existing lease with a nonprofit, noncommercial, water -dependent organization which provides or seeks to provide marine -recreation services and/or activities to the community at any city -owned waterfront property, provided certain conditions are met pertaining to public access, public use, waterfront setback and view -corridor requirements, fair return to the City, compliance with the master plan and requirements prescribed by ordinance pertaining to an organization using city -owned facilities; and WHEREAS, the Commission of the City of Miami, Florida, by Resolution No. 96-622 passed and adopted on September 12, 1996, determined that it is in the best interest of the City of Miami to enter into a lease agreement with the USSC, approved as to form and content by the USOC and US SAILING, which complies with the requirements imposed by the USOC for designation of the USSC as a United States Olympic Training Facility, for the provision of marine -recreation services in accordance with the provisions of Section 29D of the Charter of the City of Miami; and WHEREAS, The City and US Sailing wish to continue their relationship and enter into this Lease; NOW, THEREFORE, in consideration of the premises and mutual covenants herein after contained to be observed and performed, the parties hereto do hereby covenant and agree as follows: ARTICLE I DEFINITIONS 1.1 "Additional Payments" (See Section 8.7) 1.2 "Additional Terms" (See Section 3.1) 1.3 Intentionally Deleted 1.4 "Alterations" means all construction, demolition, repairs, alterations, additions, partitions or changes of any nature to the Property and/or located on the Property (including construction of the Improvements and Public Improvements as defined herein). 1.5 "Anniversary Date" means the anniversary of the Effective Date. 1.6 "Capital Investment" means an expenditure of ten thousand dollars ($10,000) or more, resulting in the construction, acquisition, improvement or addition to fixed assets in the form of buildings or improvements, more or less permanent in character, and durable equipment with a life expectancy of at least three years. 1.7 "City Manager" means the administrative head of the City's government who has been appointed in accordance with the provisions of Section 15 of the Charter of the City of Miami, as amended. 1.8 "Construction Contract" means the contracts, plans and specifications for the construction of the Improvements and Public Improvements involved with the development of the land as well as any supplemental agreements. 1.9 "Construction Documents" (See Section 4.3) 1.10 "Consumer Price Index (CPI)" means the monthly indices for the applicable month published by the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miami -Ft Lauderdale, Florida, Base Year 1982-84=100. 1.11 "Default" means the failure of the Lessee, as applicable, to perform any of the covenants, conditions and agreements of this Lease on the part of the Lessee to be performed. 1.12 "Deposit Refundable Account" means a separate bank account not commingled with Lessor's general funds. 1.13 "Director" means the administrative head in charge of the Department of Real Estate and Asset Management of the City of Miami. 1.14 "Effective Date" means the date in which this Lease is signed by Lessor and Lessee. In the event the Effective Date does not fall on the first day of the month, the Effective Date shall be adjusted to be the first day of the following month. 1.15 "Events" means sailing programs including training and competitions occurring on the Property which lasts for not more than seven (7) consecutive calendar days including setup and dismantling time, as may be required. 1.16 Intentionally Deleted 1.17 "Gross Revenues" means all revenue of any nature derived by the Lessee, its licensees or concessionaires, directly from business conducted upon or from the Property, including, but not limited to, revenues derived from payment of boat storage, hoist fees, sale of Olympic and sailing merchandise and business made or performed by means of mechanical or other vending devices on the Property, advertising conducted on the Property, the naming of all or any portion of the Property or the Improvements and any parking revenue, whether such business shall be credit or cash sales or otherwise, whether the foregoing be collected or uncollected and shall include any finance charges or similar payments received by Lessee as a result of any of the foregoing. Gross Revenues shall not include (i) refunds actually paid to customers, provided the revenue was originally included in the Gross Revenues, (ii) the amount of any sales, use or gross receipts tax imposed by any federal, state or governmental authority directly on sates and collected from customers, provided that the amount is added to the selling price therein and paid by Lessee to such governmental authority, (iii) any revenue received from the naming of all or any portion of the Improvements if such revenues have been paid, received and utilized as a Capital Investment in the Property and/or the Improvements. 1.18 "Improvements" means all buildings, structures and improvements of any nature, including but not limited to all supports, foundations, structures, landscaping, sidewalks, curbs, driveways to be located upon the Property, as well as all apparatus and equipment necessary for the complete and comfortable use, occupancy, enjoyment and operation of the building at any time on the Property, including, but not limited to, all fittings, appliances, machinery, lighting, air conditioning and ventilating equipment, wiring, controls, communications equipment, plumbing, antennae, elevators, floor covering, hot water heating and all other appliances and equipment. 1.19 "Lease Term" means the original Term of this Lease and if Lessee elects to extend the term and the Lessor consents to such extension, after Lessee exercises the option and same is accepted by Lessor with respect thereto, all references in this Lease to Lease Term shall be deemed to include the Additional Term as such terms are described and fixed in Subsection 3.1. 1.20 "Lease Year" means twelve consecutive months. The first Lease Year shall begin on the Effective Date. 1.21 "Park" means the City.owned park known as David Kennedy Park. 1.22 "Personae Property" means all personal Property owned and used by the Lessee in connection with and located upon the Property, not subject to any security interests or title retention agreement of a third party. 1.23 "Prime Interest Rate" means the rate of interest per annum charged by First union National Bank of Florida, NA (or if this bank is not in existence or making loans at the Prime Interest Rate, then the Prime Interest Rate shall be that rate so charged by the bank located in the City of Miami having the largest net worth at the applicable time) from time to time on 90-day commercial loans to its most creditworthy corporate borrowers. 1.24 "Required Operating Hours" (See Section 5.6) 1.25 "Security Deposit" (See Section 8.6) 1.26 "Site Plan" means the final site plan approved by the Director. 1.27 "Term" (See Section 3.1) 1.28 "Transfer" (See Section 19.1) 1.29 "Transferee" means the individual, firm or organization receiving a Transfer. 1.30 "Unavoidable Delays" means (with respect to either party's obligation regarding either demolition or construction, on -site or off -site improvements or construction) any delay caused by damage or destruction by fire or other casualty, whether similar or dissimilar, acts of the federal, state, county or local governments, strikes, embargoes, shortages of materials, unusually adverse weather conditions or other like or unlike events or conditions beyond the control of the party and without its fault or negligence including any court action. 1.31 "United States Olympic Training Facility (USOTF)" means a site designated by the United States Olympic Committee for training of Olympic athletes. ARTICLE II THE DEMISE 2.1 THE DEMISE The Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the real property and the improvements thereon, located at 2476 South Bayshore Drive, within David Kennedy Park, in the City of Miami, Dade County, Florida (hereinafter the "Property"), as more particularly described in Exhibit A which is attached hereto and made a part hereof, for the purpose of operating thereon a US Olympic Training Facility and provide a venue for the support and training of local and international sailing and supporting uses subject to the restrictions, conditions, covenants and easements herein reserved and granted. 2.2 IMPROVEMENTS TO BECOME THE PROPERTY OF LESSOR. So long as this Lease remains in force, any Improvements and Alterations constructed by the Lessee on the Property, shall be owned in fee simple by the Lessee (Lessee to stand seized of title for purposes set forth) but on termination of this Lease, whether by passage of time or otherwise, the Improvements and Alterations shall become the sole property of the Lessor in fee simple and free and clear of all encumbrances excepting only the lien of taxes assessed (if any), but not yet due and payable, for which the Lessee shall remain obligated to pay to the extent that they are allocable to the period prior to the termination or expiration of this Lease and subject to the Lessor's rights and remedies in the event of termination of this Lease because of Lessee's default. All Public Improvements constructed by Lessee on the Property and within the Park shall upon their completion become the property of Lessor and shall remain on the Property and within the Park upon the expiration of this Agreement Any furniture, furnishing, equipment or other articles of movable personal property owned by Lessee and located in the Property, shall be and shall remain the property of Lessee and may be removed by it at any time during the term of this Lease so long as Lessee is not in default of any of its obligations under this Lease and the same have not become a part of the freehold, and so long as such does not materially affect Lessee's ability to use said premises and conduct its operations as provided herein. However, if any of the Lessee's property is removed and such removal causes damage to the Property, Lessee shall repair such damage at its sole cost and expense. Should Lessee fail to repair any damage caused to the Property within thirty (30) days after receipt of written notice from Lessor directing the required repairs, Lessor shall cause the Property to be repaired at the sole cost and expense of Lessee. Lessee shall pay Lessor the full cost of such repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs. Failure to pay such invoice shall constitute a default of this Lease as provided in Section 22.1 below. Any property belonging to Lessee and not removed by Lessee at the expiration or earlier termination of the Lease, shall, at the election of the Lessor, be deemed to be abandoned by Lessee, and the Lessor may keep or dispose of such property and restore the premises to good order within ten (10) days after billing therefore. At the expiration of the term of this Lease, Lessee shall deliver to the Lessor the keys and combination to all safes, cabinets, vaults, doors and other locks left by Lessee on the Property. Upon the expiration of the Lease Term, or any earlier termination of this Lease, Lessee agrees to execute, acknowledge and deliver to Lessor a proper instrument, in writing, releasing and quitclaiming to Lessor all right, title and interest of Lessee in and to the Improvements and Alterations. 2.3 COVENANTS TO PERFORM This Lease is made upon the foregoing and the following covenants and conditions, each of which the party bound by such covenants and conditions agrees to perform, irrespective of whether the particular provision is in the form of a covenant, an agreement, a condition, a direction or otherwise, and each party agrees to provide the other party with documents or further assurances as may be required to carry out the expressed intention of the parties. 2.4 COVENANT NOT TO PLEDGE, ETC. Lessee shall not during the Term or Additional Term hereof, pledge, hypothecate or in any manner whatsoever encumber the Property or any building or improvement placed on the Property or any portion thereof. ARTICLE III TERM 3.1 TERM OF LEASE The Term of this Lease shall commence on the Effective Date and shall end on the last day of the fifteenth (15th) year, unless sooner terminated as provided herein. However, it is agreed between the parties that this Lease may be extended for two (2) additional five (5) year periods upon the mutual consent of the parties, upon the same terms and conditions contained in this Lease, except for as pertaining to the Term, (hereinafter the "Additional Term"). If Lessee elects to exercise this option, Lessee must deliver written notice of its intent to the Lessor six (6) months in advance of expiration of the Term, but no earlier than twelve (12) months prior to the expiration of the Term, unless such earlier request is acceptable to Lessor in its sole opinion. In the event any option to extend the original term is exercised, the Lessor will retain the Security Deposit set forth in Section 8.6 of this Lease, for the same purposes as described in said Section. ARTICLE IV POSSESSION 4.1 DELIVERY OF POSSESSION OF SUBJECT PROPERTY Upon execution and delivery of this Lease, the Lessor has delivered possession of the Property to the Lessee. ARTICLE V PURPOSE OF USE AND OCCUPANCY 5.1 PURPOSE OF USE AND OCCUPANCY OF PROPERTY Lessee shall operate and manage the Property and the Improvements so that it will be used primarily to provide training to Olympic and other highly qualified competitive sailors as well as provide a center for sailors and community sailing programs, and to conduct the usual functions incidental to such sailing programs, subject to the limitations contained in this Section and other applicable provisions of this Lease. The Property shall not be used for any other purpose without the prior written consent of the City Manager, which consent may be withheld in the City Manager's sole discretion. This Lease and all rights of Lessee hereunder shall, at the option of the Lessor, cease and terminate upon discontinuance of the stated use and operation of the Property, after having first been given written notice by Lessor of the violation and/or default as provided in Section 22.1 and after having first been given the opportunity to cure said violation within thirty (30) days. 5.2 USE BY US SAILING AND USOC So long as the Agreements remain in full force and effect, US Sailing and USOC shall be permitted to utilize the Property for the purpose set forth in Section 5.1 herein. Such use shall be coordinated with Lessee and shall be subject to the terms and conditions of this Lease. 5.3 EVENTS During Events, Lessee agrees to use its good faith efforts to conduct Events in a manner that minimizes any disruption to the Park and the surrounding residential areas. Lessee agrees to incorporate such reasonable measures that may be requested by Lessor to minimize any disruption to the area. Such measures shall, at a minimum, include the hiring of an off -duty police officer(s) for any event where parking would exceed parking capacity on the Property and ancillary parking (if provided), to prevent parking by participants along South Bayshore Drive during Events and to redirect said participants to nearby parking garages or lots. 5,4 LIMITATIONS ON COMMERCIAL ACTIVITIES Lessee may engage in the following commercial activities within the Property but only to the extent necessary to service Lessee's employees, officers and invitees and to enhance public access to and utilization of the Property and only to the extent specifically authorized as follows: Lessee may sell daily, by mechanical or other vending devices, food and beverages, excluding alcoholic beverages, to Lessee's employees, officers and invitees. During Events, Lessee may sell by other means food and beverages, excluding alcoholic beverages, to Lessee's employees, officers and invitees. Lessee may charge daily or monthly fees for the use of the facilities and/or boat storage. No membership fees are permitted. Fees will be set in a manner which will allow broad community use of the USOTF. The fee schedule, including any modifications thereof, shall be approved by the City Manager prior to its effective date. Lessee may charge regatta and event entry fees and shall be permitted to sell officially licensed Olympic and sailing merchandise. 5.5 ADDITIONAL LIMITATIONS AND RESTRICTIONS ON LESSEE'S USE OF PROPERTY Only minor repairs and servicing of boats of individuals utilizing the Property shall be permitted on the Property. The Property shall not be used for the purpose of major maintenance or overhauling of boats or craft. There shall be no sale or dispensing of fuel on the Property. 5.6 CONTINUOUS DUTY TO OPERATE Except where the Property is rendered untenantable by reason of fire or other casualty, Lessee shall at all times during the term of this Lease (i) occupy the Property upon the Effective Date; (ii) shall thereafter continuously conduct operations in the Property in accordance with the terms of this Lease and shall at all times keep the Property fully stocked with materials, trade fixtures and furnishings necessary and proper to operate the Property and (iii) keep the Property open for operation during hours established from time to time as approved by Lessor's City Manager ("Required Operating Hours"). As of the date hereof the minimum Required Operating Hours of the Property are Sunday through Saturday, excluding holidays, from 9:00 AM to 5:00 PM. If the Lessee fails or refuses to satisfy any of the foregoing requirements in items (i) through (iii), then in such event Lessor shall have the right, in addition to all remedies herein provided for Default, to collect, and Lessee shall be obligated to pay, as Additional Payments, fifty dollars and 00/100 ($50.00) for each day that Lessee does riot comply with said requirements. 5.7 PUBLIC ACCESS TO WATERFRONT The public shall be allowed access to the waterfront areas of the Property and all facilities located on the Property shall be available to the public, subject to the right of the Lessee to establish and enforce rules and regulations to provide for the orderly operation, security and public safety of said facilities. A copy of all rules and regulations and any changes occurring therein shall be subject to the prior approval of the City Manager, which approval shall not be unreasonably withheld or delayed. ARTICLE VI PARKING 6.1 PARKING Lessee shall not charge fees for parking within the parking lot located on the Property so long as the parking provided by the Lessor in the immediately adjacent parking lot(s) is free to the public. Except when the parking lot located on the Property is utilized for Events, the parking lot on the Property shall be open to the use of the general public. Lessor agrees to grant to Lessee, subject to availability, use of the public parking area which may be . located at the west end of the Park, adjacent to South Bayshore Drive, and or such other area within the Park for Event parking subject to compliance with the terms and conditions which may be reasonably imposed by Lessor's Director of Parks and Recreation. Such use is further subject to compliance with all applicable requirements set forth in the City of Miami Code, Zoning Ordinance and such other rules, ordinances or resolutions which may be in effect at such time including, but not limited to, the imposition of any fees and provision of insurance. ARTICLE VII HAZARDOUS MATERIALS 7.1 HANDLING OF HAZARDOUS MATERIALS Lessee shall, at its sole cost and expense, at all times and in all respects comply with all federal, state and local laws, statutes, ordinances and regulations, rules, rulings, policies, orders and administrative actions and orders ("Hazardous Materials Laws"), including, without limitation, any Hazardous Materials Laws relating to industrial hygiene, environmental protection or the use, analysis, generation, storage, disposal or transportation of any fuel, oils, flammable explosives, asbestos, urea formaldehyde, radioactive materials or waste, infectious waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any "Hazardous Substances", "Hazardous Wastes", "Hazardous Materials" or "Toxic Substances", under any such laws, ordinances or regulations (collectively "Hazardous Materials"). Lessee shall, at its sole cost and expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals relating to the presence of Hazardous Materials within, on, under or about the Property required for Lessee's use of any Hazardous Materials in or about the Property in conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Lessor recognizes and agrees that Lessee may use materials in normal quantities that are applicable to the use of the Property for the purposes stated herein and that such use by Lessee shall not be deemed a violation of this Section, so long as the levels are not in violation of any Hazardous Materials Laws. Lessee shall, at its sole cost and expense, be responsible for performing any removal, remediation, cleanup or restoration required as a result of a release of Hazardous Materials in or about the Property, caused by the placement of Hazardous Materials in or about the Property, or used by Lessee or at Lessee's direction or by Lessee's failure to comply with any Hazardous Materials Laws. Upon termination or expiration of the Lease, Lessee shall, at its sole cost and expense, cause all Hazardous Materials, including their storage devices, placed in or about the Property by Lessee or its employees, agents or invitees or at Lessee's direction to be removed from the Property and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws. Lessor acknowledges that it is not the intent of this Article VII to prohibit Lessee from operating the Property for the use described in Section 5.1. Lessee may operate according to the custom of the industry so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all applicable governmental requirements. 7.2 INDEMNIFICATION Lessee shall indemnify, protect, defend and hold Lessor free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and expenses (including attorneys' fees) or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by the presence in or about the Property of any Hazardous Materials placed in or about the Property or used by Lessee or at Lessee's direction or by Lessee's failure to comply with any Hazardous Materials Law or in connection with any removal, remediation, cleanup, restoration and materials required hereunder to return the Property and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials. 7.3 DISCLOSURE, WARNING AND NOTICE OBLIGATIONS Lessee shall comply with all laws, ordinances and regulations in the State of Florida regarding the disclosure of the presence or danger of Hazardous Materials. Lessee acknowledges and agrees that all reporting and warning obligations required under the Hazardous Materials Laws are the sole responsibility of Lessee, whether or not such Hazardous Materials Laws permit or require Lessor to provide such reporting or warning, and Lessee shall be solely responsible for complying with Hazardous Materials Laws regarding the disclosure of, the presence or danger of Hazardous Materials. Lessee shall immediately notify Lessor, in writing, of any complaints, notices, warning, reports or asserted violations of which Lessee becomes aware relating to Hazardous Materials on or about the Property. Lessee shall also immediately notify Lessor if Lessee knows or has reason to believe a complaint, notice, warning, report or asserted violation will be released on or about the Property. 7.4 ENVIRONMENTAL TESTS AND AUDITS Lessee shall not perform or cause to be performed, any Hazardous Materials surveys, studies, reports or inspections, relating to the Property without obtaining Lessor's advance written consent, which consent will not be unreasonably denied. At any time during the Lease Term, Lessor shall have the right to enter upon the Property in order to conduct appropriate tests to establish whether the Property is in compliance with all applicable Hazardous Materials Laws. 7.5 SURVIVAL OF LESSEE'S OBLIGATIONS The respective rights and obligations of Lessor and Lessee under this Article VII shall survive the expiration or termination of this Lease. ARTICLE VIII CONSIDERATION 8.1 RENT Lessee agrees to pay to Lessor when due all rent, including Monthly Rent (as hereinafter defined), and all sums, charges, expenses, and costs, identified in this Lease to be paid by Lessee. Lessee's obligation to pay rent shall begin on the Effective Date and shall remain an obligation of Lessee until completely satisfied. Lessee, without demand or any setoff or deduction whatsoever, shall make all payment of rent when due by check, payable to the City of Miami, and mailed to: City of Miami Department of Real Estate and Asset Management, 444 SW 2"d Ave. Miami, Florida 33130, or such other address as Lessor may designate from time to time by written notice to Lessee. If Lessor shall at any time accept rent after it shall become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute, or be construed as, a waiver of any or all of Lessor's rights hereunder. The monthly base rent for the Property (hereinafter the "Monthly Rent") as of the Effective Date, which Lessee hereby agrees to pay in advance to Lessor and Lessor hereby agrees to accept, shall be Two Thousand Two Hundred Fifty Dollars ($2,250.00), provided, however, Monthly Rent shall be adjusted as provided pursuant to Section 8.4 of the Lease. Monthly Rent shall be payable in advance on the first day of each calendar month during the term of this Lease. 8.2 PERCENTAGE RENT In addition to the payment of Monthly Rent, Lessee shall pay to Lessor a Percentage Rent in an -amount equal to Twelve percent (12%) of annual Gross Revenues in excess of the annualized Monthly Rent for the preceding Lease Year. Within sixty (60) days after the end of each Lease Year, Lessee shall deliver to Lessor a statement of annual Gross Revenues for the preceding calendar year, signed and certified by a Certified Public Accountant, along with payment of the Percentage Rent, if any, which is due from Lessee to Lessor for the preceding Lease Year. 8.3 COMMUNITY SERVICES In accordance with the requirements set forth in Section 2-363 and 37-14 of the City of Miami Code, as amended, and to enhance the public purpose and the benefit to residents in the watersport recreation facilities afforded under this Lease, and to verify the commitment of Lessee to said public purpose as defined herein, Lessee shall provide the following ("Community Services") to the Lessor: (a) Provide sailing scholarships to five (5) children annually, with a priority to inner city children of the City of Miami, for a year of sailing lessons free of charge; (b) Notwithstanding (a) above, during the months in which the City is not operating its sailing programs, Lessee shall, provide boat storage space year-round on the Property for the City's vessels utilized in its sailing programs; (c) At least six (6) days per Lease Year, some of which may be on a Saturday or Sunday, Lessee shall provide recreational and educational activities with priority to inner city children of the City of Miami. A list of participants shall be provided by the City of Miami Parks and Recreation and shall be limited to thirty (30) participants on any given day unless a greater number is agreed to by Lessee. Lessee shall provide or cause to provide transportation to and from the Property, if necessary, for the children participating in these recreational activities. At least two of these activities shall be boating excursions which shall occur within the months of June, July and/or August. Lessor may, but shall be under no obligation, to provide transportation, at the sole cost of Lessee. Lessee shall pay the actual cost of providing such transportation, which cost shall not exceed five hundred dollars ($500.00) (hereinafter "Transportation Fee"), within fifteen (15) days of receipt of an invoice from Lessor. Lessor shall provide a written request to Lessee for the staging of a Community Service event at least twenty-one (21) days prior to the scheduled event. Lessee shall immediately notify Lessor of any scheduling conflicts. It shall be the responsibility of Lessee to be proactive in requesting from Lessor Community Service event dates above. In the event Lessor does not require the services of Lessee, Lessee may request the written permission of Lessor to substitute an alternate community service for the above. Such permission must be requested in writing prior to the event taking place. In the event it becomes necessary for the Lessor to cancel or reschedule an event, the Lessor shall provide written notice to Lessee a minimum of seven (7) calendar days prior to the scheduled event. In the event it becomes necessary for the Lessee to reschedule an event, the Lessee shall provide written notice to Lessor a minimum of seven (7) calendar days prior to the scheduled event. Neither party shall be liable to the other party for acts of God which require the cancellation, rescheduling or modification of an events' activities. For each month or portion thereof, in which Lessee fails to provide any of the above Community Services or an alternate community service as mentioned above, in whole or in part, or fails to provide the required notice in the event of cancellation, Lessee shall be in default of this Lease and shall pay to Lessor, as Additional Payment, the amount of Two Thousand dollars and 00/100 ($2,000.00) (hereinafter the "Community Service Fee"). The payment of such Community Service Fee shall not operate to cure Lessee's Default, nor shall it prevent Lessor from the pursuit of any remedy to which Lessor would otherwise be entitled to under this Lease including the right of termination of all of Lessee's possessory rights hereunder. In the event Lessor no longer requires the services provided in "a" or "b" or "c" above, the Lessor shall provide notice to Lessee, and the City Manager and Lessee shall identify reasonable alternative community services to substitute said services. If the City Manager and Lessee are not able to identify alternative community services within thirty (30) days of said notice to Lessee, then Lessee shall pay to Lessor as Additional Payment an amount equal to one -fifth of the Community Service Fee then in effect for each service no longer provided. Lessor acknowledges Lessee's active participation in providing services to the community and considered same in granting a waiver of competitive bidding and referendum requirements as provided in Section 29-D of the City of Miami Charter. Lessor encourages Lessee to continue to provide such services to serve primarily the residents of the City of Miami. 8.4 ADJUSTMENT OF MONTHLY RENT Lessee agrees that, as provided for below, the Monthly Rent shall be increased on the Anniversary Date by three percent (3%) over the prior year. Said adjustment shall be hereinafter referred to as the "Annual Increase". 8.5 SALES TAX The Lessee shall be liable for the prevailing State of Florida Use Tax imposed on the amount of rent paid to Lessor under this Agreement in the absence of exemption or other reduction by the State of Florida. This Sales and Use Tax shall be payable to the Lessor, when rent is due, which in turn will remit same, less authorized handling deductions, to the State. Said tax is applicable to the Monthly Rent payments, unless otherwise determined by the State of Florida. 8.6 SECURITY DEPOSITS Lessor is currently in possession of a security deposit that was paid by the Lessee in the amount of two thousand five hundred dollars ($2,500). Upon execution of the Lease, Lessor shall pay an additional seven thousand five hundred dollars ($7,500) bringing the total of ten thousand dollars ($10,000) to be held as Security Deposit. The Security Deposit shall be security for the payment and performance by Lessee of all of Lessee's obligations, covenants, conditions, and agreements under this Lease. Lessor shall have the right, but shall not be obligated, to apply all or any portion of the Security Deposit to make any such payment or perform any such act on Lessee's part without waiving its right based upon any default of Lessee and without releasing Lessee from any obligations hereunder. Lessee shall promptly deposit with Lessor the amount necessary to restore the Security Deposit to its full amount. The Security Deposit shall not be deemed liquidated damages and application of the Security Deposit to reduce Lessor's damages, shall not preclude Lessor from recovering from Lessee all additional damages incurred by Lessor. The Security Deposit shall bear no interest. If legally permissible, Lessor shall be entitled to co -mingle the Security Deposit with Lessor's other funds. If Lessee fully and faithfully complies with all of the terms, provisions and conditions of the Lease, the Security Deposit shall be returned to Lessee without interest after both: (i) the expiration of the Lease Term, as may be extended pursuant to the provisions of this Lease, and (ii) Lessee's delivery to Lessor of the entire Property and Improvements; have occurred. In the event of a sale or transfer of Lessor's interest in the Property, Lessor shall have the right to transfer the Security Deposit to such transferee and thereafter Lessor shall be released from all liability relating to the return of the Security Deposit, and Lessee shall look to such transferee for the return of the Security Deposit. 8.7 ADDITIONAL PAYMENTS In addition to the Monthly Rent under Section 8.1, all other payments or charges payable by Lessee, however denoted, are called 'Additional Payments". Unless this Lease provides otherwise, all Additional Payments shall be paid with the next installment of the Monthly Rent. 8.8 LATE FEES Any payment made by Lessee for any rental, fee or charge as required to be paid under the provisions of this Lease, which is not received by Lessor within five (5) days after same shall become due, shall be subject to a late fee in the amount of five percent (5%) of the amount due. 8.9 SPECIAL ASSESSMENTS OR TAXES Lessee covenants and agrees to pay before any fine, penalty, interest or cost is added for nonpayment, any and all charges, taxes, or assessments, levied against the Property and improvements, personal property or operations thereon, including, but not limited to, ad valorem taxes. Payment thereof shall commence with and shall include taxes assessed for the current year, if any. Failure of Lessee to pay such as aforesaid shall constitute a default of this Lease by the Lessor, subject to the terms and conditions of Section 22.1. In the event Lessee appeals any charge, tax or assessment, Lessee shall immediately notify Lessor of its intention to appeal said charge, tax or assessment and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to Lessor or other security reasonably satisfactory to Lessor in an amount sufficient to pay one hundred percent of the contested charge, tax or assessment with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 8.10 PAYMENT OF AD VALOREM TAXES Lessee agrees that in the event the Property or any interest thereon becomes subject to ad valorem taxation, it shall enroll in the Dade County Ad Valorem Tax Payment Plan. Failure to enroll in said plan or to make payments in accordance with said plan shall be a default of this Lease. In the event such Plan is discontinued, the City Manager and Lessee shall develop a method to insure the monthly or quarterly payment of such taxes. In the event Lessee appeals an ad valorem tax or the assessment value, Lessee shall immediately notify Lessor of its intention to appeal said tax and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to Lessor or other security reasonably satisfactory to Lessor in an amount sufficient to pay one hundred percent of the contested tax with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. ARTICLE IX RECORDS AND AUDITING 9.1 RECORDS OF SALES During the term of this Lease and any extension thereto, Lessee shall maintain and keep, or cause to be maintained and kept at the Property, a full, complete and accurate record and account of all Gross Revenues arising or accruing by virtue of its operations conducted at or from the Property, for each day of the term and all extensions thereof. All records and accounts including sales slips, bank statements or duplicate deposit slips, mail orders, telephone orders and all other supporting records, shall be available for inspection and audit by the Lessor and its duly authorized agents or representatives during the hours of 8:00 AM to 5:00 PM, Monday through Friday, and shall be in accordance with generally accepted accounting procedures. Lessee must provide accounting control equipment deemed reasonably necessary and consented to by the City Manager, for proper control of cash and payments whether such transaction is a cash or credit transaction. In accordance with standard auditing procedures of the City, Lessee shall keep and preserve, or cause t❑ be kept and preserved, any and all of the aforementioned records for not less than sixty (60) months after the end of the Lease Year in which said transaction occurred. For the same period of time, Lessee shall also retain copies of all sales and tax returns covering its operations at the Property, and any other governmental tax or other returns which show Lessee's sales therein, and shall, upon demand, deliver photographic copies thereof to the Lessor. The Lessee will cooperate with the Lessor's internal auditors (or such other auditors designated by Lessor) in order to facilitate the Lessor's examination of records and accounts. 9.2 AUDIT Lessor may cause, at its sole cost and expense, at any time during the Lease Term and within sixty (60) months after the expiration or earlier termination of this Lease, a complete audit to be made of Lessee's business affairs, records, files, sales slips and sales tax records in connection with Lessee's sales on, from or related to the Property for the period covered by any such statement furnished by Lessee. In the event said audit discloses that Lessee has underreported its Gross Revenues, Lessee shall pay Lessor within thirty (30) days of receipt of notice any additional amount of rent due and payable, including interest thereon at the rate set forth in Section 8.8 herein, accounted from the date such rent was due and payable. Additionally, if the audit discloses that Lessee has underreported Gross Revenues by five percent (5%) or more during any Lease Year, Lessee shall as Additional Payment reimburse Lessor for the cost of said audit. Lessee shall further be subject to periodic, unannounced operational audits by Lessor of the operations conducted on the Property. Such audits shall include a review of the activities performed in accordance with the terms and conditions of this Lease. City shall prepare a report as a result of the operational audit notifying the Licensee of conditions needing correction or improvement. ARTICLE X LICENSES; COMPLIANCE WITH LAWS 10.1 LICENSES AND PERMITS The Lessee shall, at Lessee's sole cost and expense, obtain any and all licenses and permits necessary and in connection with Lessee's use and occupancy of the Property. 10.2 COMPLIANCE WITH LAWS Lessee accepts this Lease and hereby acknowledges that Lessee's compliance with all applicable laws, ordinances and codes of federal, state and local governments, as they may apply to this Lease, including but not limited to building codes and zoning restrictions, is a condition of this Lease and Lessee shall comply therewith as the same presently exist and as they may be amended hereafter. ARTICLE XI ALTERATIONS AND IMPROVEMENTS 11.1 LESSEE'S ALTERATION OF IMPROVEMENTS Lessee shall not make or permit to be made any Alteration to the Property unless the detailed plans and specifications of the proposed Alteration, an explanation of the needs and reasons for it, and a plan of full payment of the costs of it: (a) Are first submitted to the Director for review and approval. Such review may require Lessee's submission of the detailed plans and specifications of the proposed Alterations to other departments and offices of the Lessor with jurisdiction thereof; and (b) Are approved by the City Manager which approval shall not be unreasonably delayed or denied; and (c) Are in compliance with all applicable statutes, laws, ordinance and regulations of the United States, State of Florida, Dade County, City of Miami and any other agency that may have jurisdiction over the Property as they presently exist and as they may be amended hereafter. Lessee also hereby agrees to pay for and obtain the necessary and applicable permits in compliance with all Federal, State, Dade County and City of Miami laws, rules and regulations in connection with any Alterations made by Lessee to the Property. Upon completion of any Alterations, the paid invoices, receipts, canceled checks and other such documents shall be submitted to the Lessor and shall be incorporated herein and attached hereto. Lessee shall have the right to remove any movable personal property that it places in or on the Property. All Alterations must be in conformance with the provisions of Section 10.2 hereof. If any part of the Property is in any way damaged by the removal of such items, said damage shall be repaired by Lessee at its sole cost and expense. Should Lessee fail to repair any damage caused to the Property within thirty (30) days after receipt of written notice from Lessor directing the required repairs, Lessor shall cause the Property to be repaired at the sole cost and expense of Lessee. Lessee shall pay Lessor the full cost of such repairs within thirty (30) days of receipt of an invoice indicating the cost of such required repairs. Failure to pay such invoice shall constitute a default of this Lease as provided in Section 22.1 below. Notwithstanding the above, this Lease may be terminated as provided in Section 22.1 below due to Lessee's failure to repair the Property as directed without the necessity of Lessor repairing the Property. 11.2 MECHANICS' LIENS The Lessee shall not knowingly suffer or permit any mechanics' liens to be filed against the title to the Property, nor against the Lessee's interest in the property, nor against any Alteration by reason of work, labor, services or materials supplied to the Lessee or anyone having a right to possession of the Property as a result of an agreement with or the consent of Lessee. Nothing in this Lease shall be construed as constituting the consent or request of the Lessor, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific Alteration, or repair of or to the Property nor as giving the Lessee the right, power or authority to contract for or permit the rendering of any services of the furnishing of any materials that would give rise to the filing of any mechanics liens against the Lessor's interest in the Property. If any mechanics' lien shall at any time be filed against the Property, the Lessee shall cause it to be discharged of record within thirty (30) days after the date the Lessee has knowledge of its filing. If the Lessee shall fail to discharge a mechanics' lien within that period, then in addition to any other right or remedy, the Lessor may, but shall not be obligated to, discharge the lien either by paying the amount claimed to be due or by procuring the discharge of the lien by deposit in court of bonding, or in the event the Lessor shall be entitled, if it so elects, to compel the prosecution of any action for the foreclosure of the mechanics' lien by the lienor and to pay the amount of the judgment, if any, in favor of the lienor with interest, costs and allowances with the understanding that all amounts paid by the Lessor shall constitute Additional Payments due and payable under this Lease and shall be repaid to the Lessor by the Lessee immediately upon rendition of any invoice or bill by the Lessor. The Lessee shall not be required to pay or discharge any mechanics' lien so long as the Lessee shall in good faith proceed to contest the lien by appropriate proceedings and if the Lessee shall have given notice in writing to the Lessor of its intention to contest the validity of the lien and shall furnish and keep in effect a surety bond of a responsible and substantial surety company reasonably acceptable to Lessor or other security reasonably satisfactory to Lessor in an amount sufficient to pay one hundred ten percent of the amount of the contested lien claim with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. 11.3 RIGHTS OF ACCESS TO PROPERTY (a) The Lessor reserves for itself and any public utility company, as may be appropriate, the right of ingress to and egress from the Property at all reasonable times for the purpose of construction, reconstructing, maintaining or servicing the public utilities, if any, located within the boundary lines of the Property, however, that any entry shall, at all times, be constructed in a reasonable manner and without any undue interruption or interference with the business and activities of the Lessee (b) The Lessee shall not construct any permanent Improvements or Public Improvements over or within the boundary lines of any easement for public utilities unless previously approved by the Lessor and any applicable utility company. (c) After the Effective Date of this Lease, the Lessee shall permit representatives of the Lessor access to the Property at all reasonable times as the Lessor deems necessary for purposes of this Lease. ARTICLE XII LESSOR'S INSPECTION AND RIGHT OF ENTRY 12.1 INSPECTION BY LESSOR Lessor shall have the authority to make periodic reasonable inspections of all the Property and improvements thereof, during normal working hours to determine if such are being maintained in a neat and orderly condition. Lessee, at its sole cost and expense, shall be required to make any improvements in cleaning or maintenance methods reasonably required by Lessor. Such periodic inspections may also be made at the Lessor's discretion to determine whether Lessee is operating in compliance with the terms and provisions of this Lease. 12.2 LESSOR'S RIGHT OF ENTRY Lessee agrees to permit Lessor to enter upon the Property at all reasonable times, for any purpose Lessor deems necessary to, incident to, or connected with the performance of Lessor's duties and obligations hereunder or in the exercise of its rights and functions. ARTICLE XIII UTILITY CHARGES 13.1 UTILITIES Lessee, at its sole cost and expense, shall be responsible for all utilities rendered or supplied upon or in connection with the Property, including but not limited to, electricity, telephone, water, gas, sewage disposal, stormwater utility fees, trash and garbage removal, as well as all costs for installation of any lines and equipment necessary. In the event any utility line or equipment lies outside the Property but is serving the Property exclusively, Lessee shall be responsible for its repair and maintenance. Lessor shall be responsible for only those utility lines and equipment lying outside the Property boundaries which serve both the Park and the Property. ARTICLE XIV NO REPRESENTATION BY LESSOR 14.1 CONDITION OF PROPERTY Lessee takes the Property as is", in its present condition and state of repair and without any representation by or on behalf of Lessor, and agrees that Lessor shall, under no circumstances, be liable for any latent, patent or other defects in the Property. ARTICLE XV MAINTENANCE AND REPAIR 15.1 MAINTENANCE AND REPAIR OF PROPERTY Lessee shall, at its sole cost and expense, at all times during the Lease Term, keep and maintain in good order, condition and repair the Property and every part thereof, including, without limitation, air conditioning and heating systems, decoration, signage, plumbing, mechanical, electrical, fixtures, floor coverings, elevator, structural, seawall, window and roof repairs and replacements. Lessee shall not commit, or suffer to be committed, any waste in or upon the Property or do anything in or on the Property which, in Lessor's sole opinion, detracts from the appearance of the Property. All repairs or replacements shall be performed to the satisfaction of Lessor. At the expiration or earlier termination of the term of this Lease, Lessee shall surrender the Property "broom clean" and in the same order and condition, or better, which it was upon execution of the Lease, ordinary wear and tear and damage by the elements, fire and other insured casualty excepted. 15.2 PREVENTIVE MAINTENANCE AND SERVICES Lessee shall, at its sole cost and expense, provide the following preventive maintenance and services: (a) Cleaning and janitorial services for the Property; (b) Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstructions from the Property; (c) Vermin control as necessary, but no less than once every sixty (60) (d) Periodic maintenance and cleaning of kitchen and exhaust equipment, and grease traps or grease inceptors, if applicable. (e) Painting of interior and exterior of buildings including caulking of all window and door frames, painting of signs, if applicable, and restriping of parking lot on Property as necessary, but no less than once every four years; (f) Reseal all wood docks and decks as necessary, but no less than once every two years; (g) Employ a qualified property inspector to perform a physical inspection of the Property including all structural components and mechanical equipment as part of a preventive maintenance program and shall submit an inspection report to Lessor of conditions found. Such physical inspection shall be performed on the first anniversary of the Lease Term following occupancy of the Improvements and biennially thereafter. Within sixty (60) days of completing said inspection, Lessee shall submit a remediation plan to Lessor, to be approved by the City Manager, for all conditions requiring repair, replacement or modification as noted in the inspection report. If Lessee refuses, neglects or fails to provide the above services, does not provide adequate services or fails to implement the approved remediation plan within thirty (30) days after written demand from Lessor, Lessor may take corrective measures or cause the Property to be cleaned or repaired without waiving its right based upon any default of Lessee and without releasing Lessee from any obligations hereunder. Lessee shall pay Lessor, as Additional Payments, the full cost of such work within thirty (30) days of receipt of an invoice indicating the cost of such corrective measures or cleanup. Failure to pay such invoice shall constitute a default of this Lease as provided in Section 22.1 below. Notwithstanding the above, Lessee's failure to perform the corrective measures or cleanup to the Property as directed without the necessity of Lessor repairing the Property shall constitute a default of this Lease as provided in Section 22.1 below. Nothing herein shall imply that maintenance, repair and inspections should be performed by Lessee only at the suggested intervals. Lessee shall, at all times, be responsible for the condition of the Property and shall perform repairs required in a timely manner so as to prevent injury to persons and waste to property. ARTICLE XVI INDEMNIFICATION AND INSURANCE 16.1INDEMNIFICATION Lessee shall indemnify, protect, defend and hold harmless the Lessor, its officials and employees, from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising out of the use or operation of the Property, whether such claim shall be made by an employee or invitee of Lessee, an employee of the Lessor or by any third party, and whether it relates to injury to persons (including death) or damage to property and whether it is alleged that the Lessor or its employees or officials were negligent. Lessee shall, at its own cost and expense; pay and satisfy all costs related to any orders, judgments or decrees which may be entered thereon, and from and against all costs, attorneys' fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof. Lessee shall further indemnify, defend, protect and hold Lessor harmless from and against any and all claims arising from any breach or default in performance of any obligation of Lessee's part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of Lessee, its agents, contractors, employees and invitees and from and against all costs, attorneys' fees, expenses and liability incurred in connection with such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against Lessor by reason of any claim, Lessee upon notice from Lessor shall defend the same at Lessee's expense by counsel approved in writing by Lessor. Lessor reserves the right to defend itself. Lessee shall immediately notify Lessor, in writing, of any claim or action filed, of whatever nature, arising out of the use or operation of the Property by Lessee, its agents, contractors, employees or invitees. Lessee shall also immediately notify Lessor if Lessee knows or has reason to believe a claim or action will be filed, of whatever nature, arising out of the use or operation of the Property by Lessee, its agents, contractors, employees or invitees. 16.2 INSURANCE Lessee, at its sole cost and expense, shall obtain and maintain in full force and effect at all times throughout the period of this Lease and through any periods of extensions as shown on the attached Exhibit B. In the event Lessee shall fail to procure and place such insurance, the Lessor may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Lessee to the Lessor as Additional Payments 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 Lessor. Failure to pay such amount within the time frame provided shall constitute a default of this Lease as provided in Section 22.1 below. Lessee's failure to procure insurance shall in no way release Lessee from its obligations and responsibilities as provided herein. 16.3 DAMAGE OR LOSS TO LESSEE'S PROPERTY Lessor shall not be liable for injury or damage which may be sustained to the Property or sustained by a person, goods, wares, merchandise or other property of the Lessee, or Lessee's employees, agents, representatives, invitees, members, guests or of any other person in or about the Property caused by or resulting from any peril whatsoever which may affect the Property, including, without limitation, fire, steam, electricity, gas, water, rain or theft which may leak or flow from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever, including Lessor, its officers, employees or agents, whether such damage or injury results from conditions arising upon the Property or upon other portions of the Property or from other sources. Lessor shall not be liable for any damages arising from any act or neglect of: (a) any other member, visitor or invitee of Lessee; or (b) any officer, employee, or agent of any such Lessee. ARTICLE XVII DAMAGE AND DESTRUCTION 17.1 DESTRUCTION OF PROPERTY If during the Lease Term or any extension hereof, the Property shall be damaged by fire or other casualty, Lessee shall be responsible for filing the necessary claim with the insurance company. Upon receipt of the insurance proceeds, Lessee shall endorse such payment and furnish same to the Lessor for deposit in Lessor's Deposit Refundable Account. Lessee shall within ninety (90) days of receipt of such insurance proceeds, commence and continue to repair or replace the Property to substantially the same condition or better that existed prior to such fire or other casualty. It shall be the responsibility of the Lessee to ensure sufficient proceeds are received to cover the cost of such repair or replacement. The Lessee shall further be responsible for payment of any deductible, co - payment and/or any difference in the cost of the repair or replacement and insurance proceeds received. In the event insurance proceeds, co -payment and deductible are inadequate to complete the repairs or replacement, Lessee shall within ninety (90) days after the date of such damage provide written notice to Lessor of its option to either repair or replace at Lessee's sole cost and expense, in which case this Lease shall remain in full force and effect, or not repair or replace, in which event the Lease shall terminate as of the date of such notice to Lessor. If Lessee elects to repair or replace, Lessee shall commence and diligently pursue to completion the reparation or replacement within thirty (30) days of said damage occurring. if Lessee terminates this Lease, all insurance proceeds payable shall thereupon be paid directly to, and retained solely by Lessor. In the event the repairs or replacement are performed at a cost which is less than the insurance proceeds available, the Lessee shall receive such excess funds. Lessor shall not be liable for any inconvenience or annoyance to Lessee or injury to Lessee's operations resulting in any way from such casualty damage or repair thereof, Upon any termination of this Lease under any of the provisions of this Article XVII, Lessee and Lessor 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, or to Lessee's obligations regarding Surrender of the Property and Hazardous Materials, and at such time the remaining balance of the Security Deposit, less any sums Lessor is entitled to deduct, shall be returned to Lessee. In the event of any repair or replacement as provided in this Section, Lessee's Monthly Rent shall be equitably abated proportionately based upon the degree to which Lessee's use of the Property is impaired commencing from the date of such damage or destruction and continuing during the period of such repair or replacement. Notwithstanding the foregoing, there shall be no abatement whatsoever if either (i) the damage is due to the act, omission, fault or neglect of Lessee or its employees, agents, representatives or invitees, or (ii) if the use and enjoyment of the Property is not affected for more than five (5) calendar days of operation. Lessee understands that Lessor will not carry insurance of any kind on the Property or improvements thereon, or on Lessee's furniture, furnishings or on any fixtures or equipment, inventory or other personal items under the provisions of this Lease, that Lessor shall not be obligated to repair any damage thereto or replace the same and that Lessee shall not be entitled to any compensation from Lessor for loss of the same or for loss of the use of the whole or any part of the Property, or any inconvenience, interruption or annoyance occasioned to Lessee or its operations by such damage, repair or replacement. ARTICLE XVIII EMINENT DOMAIN 18.1 EMINENT DOMAIN (a) Permanent Taking If the whole or portion of the Property is taken under power of eminent domain or sold, transferred or conveyed in lieu thereof, and such taking affects the primary purpose of this Lease as outlined in Section 5.1 hereof, either Lessor or Lessee shall have the right to terminate this Lease as of the earlier of the date of vesting of title or the date possession is taken by the condemning authority; such right shall be exercised by the giving of written notice to the other party on or before said date. Lessor shall receive the entire award which may be made in such taking or condemnation and Lessee hereby assigns to Lessor any and all rights of Lessee now or hereafter arising in or to the same whether or not attributable to the value of the unexplored portion of this Lease. Provided, however, that Lessor shall pay Lessee the unamortized cost of the Improvements undertaken by Lessee upon the Property in accordance with Article IV hereof. The amortization period herein referenced shall be based on a straight line method using a ten year term commencing the Effective Date. The maximum amount to be amortized shall be three hundred thousand dollars and 00/100 ($300,000). Said amount to be based on actual receipts and copies of payments submitted in accordance with Section 11.1. Nothing contained herein shall be deemed to give Lessor any interest in or to require Lessee to assign to Lessor any award made to Lessee for Lessee's moving expenses or the taking of the unamortized value or undepreciated value of Lessee's personal property. In the event this Lease is not terminated by Lessor or Lessee as provided above, or if such taking, or sale, transferor conveyance in lieu thereof, does not affect the primary purpose of this Lease, then this Lease shall automatically terminate as to the portion of the Property so taken as of the earlier of the date of vesting of title or the date possession is taken by the commencing authority. The parties further agree to review the affects of such taking upon the primary purpose of this Lease and to make adjustments to the Monthly Rent as may be necessary. If any part of the Property is taken and if such part affects Lessor or Lessee's ability to perform any covenant contained in this Lease, then the respective party shall upon such taking be relieved of such covenant. Lessee hereby waives any and all rights it might otherwise have to terminate this Lease or to any condemnation proceedings under any statutes, laws, or ordinances in the State of Florida. (b) 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 Lease shall not terminate but the Monthly Rent shall be abated for the period of such taking in proportion to the ratio to that of the remaining square feet of the Property. Lessor shall be entitled to receive the entire award made in connection with any such temporary taking. ARTICLE XIX ASSIGNMENTS AND SUBLETTING 19.1 ASSIGNMENT AND SUBLETTING OF PROPERTY Lessee shall not, at any time during the term of this Lease, assign, mortgage, pledge or otherwise encumber this Lease, the term or estate hereby granted, or any interest hereunder; or sublease or offer or advertise for subleasing the Property or any portion thereof, Except as provided herein and for Events which are less than seven (7) calendar days in duration, including setup and dismantling time, if required, Lessee shall not, at any time during the term of this Lease, enter into any license, concession or permit agreement with respect to the Property or any portion thereof, nor permit any third party or parties other than Lessee, its authorized agents, representatives and employees, to occupy or use the Property or any portion thereof (hereinafter individually and collectively referred to as a "Transfer"). Any such attempted or purported Transfer shall be void and of no force or effect, shall not confer any interest or estate in the purported Transferee, and shall result in forfeiture of Lessee's rights under this Lease. 19.2 EVENT OF BANKRUPTCY If Lessee becomes bankrupt or insolvent, or if Lessee takes or has taken against it in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee's property, or Lessee makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement with creditors, then in any such event, at the option of the Lessor, this Lease shall terminate and Lessor, in addition to any other rights or remedies it may have, shall have the immediate right of reentry and may remove all persons and property from the Property and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. ARTICLE XX This Article intentionally left blank ARTICLE XXI SIGNAGE 21.1 SIGNS Except as provided herein, Lessee shall not permit any signs or advertising matter to be placed on any portion of the Property except with prior written approval of the City Manager, which approval may be withheld, for any or no reason whatsoever, at his sole discretion. It is acknowledged that certain Olympic and regatta sponsors and capital improvement contributors will be entitled to recognition of their participation in visual form on the premises. Approval for signs, plaques or other materials in recognition of this participation shall not be unreasonably withheld. Such signs, plaques or other materials in recognition shall be subject to applicable restrictions by City Code or zoning. Lessee 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 expiration or earlier termination of this Lease, for any reason, Lessee shall, at its sole cost and expense, remove and dispose of all signs and banners located on the Property. ARTICLE XXII DEFAULT PROVISIONS 22.1 DEFAULT In the event that during or after the Term, or extension thereto, Lessee fails to perform any of the covenants, provisions, obligations or agreements contained in this Lease within thirty (30) days after receipt of written notice from the Lessor of such refusal or neglect, unless such default cannot be cured within thirty (30) days and Lessee within said thirty (30) days shall have commenced and thereafter shall have continued diligently to prosecute all actions necessary to cure such default, Lessee shall be in default ("Default") hereunder and Lessor shall have the option to terminate this Lease and all of Lessee's rights hereunder. fn the event of such termination, the Lessor shall have the right to seek any damages sustained by it by reason of Lessee's actions or inactions and the resulting termination of this Lease. Upon termination of the Lease, Lessee shall immediately cease all operations at the Property and surrender the Property in accordance with the provisions contained herein. 22.2 REPEATED DEFAULTS If more than twice during any twelve (12) month period during the term of this Lease, Lessee fails to satisfy or comply with the same or substantially the same requirements or provisions under this Lease, including the nonpayment when due of rent of any kind or nature, then at Lessor's election, Lessee shall not have any right to cure such repeated failure to satisfy or comply, the terms and conditions of the section of this Lease entitled, "DEFAULT", notwithstanding, unless such repeated default arises from acts of God or results from causes or conditions not attributable, directly or indirectly, to Lessee, its employees, agents, invitees, or others within Lessee's control. In the event of Lessor's election not to allow a cure of a repeated failure to satisfy or comply, Lessor shall have all of the rights for an uncured Default provided for in the section of this Lease entitled "DEFAULT". 22.3 LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT If Lessee fails to make any payment to any third party or do any act required to be made or done by Lessee, then Lessor may, but shall not be required to, make payment to such third party or perform such act at the sole cost and expense of Lessee. Lessee shall pay Lessor, as Additional Payment due hereunder, upon receipt of a written invoice of costs from Lessor, Lessor's expenses in making such payment or in performing such obligations together with interest thereon at a rate equal to the prime interest rate, compounded daily, (or such other rate as specified as the general interest rate on obligations in Florida by Chapter 687, Florida Statutes), whichever is higher, accruing from the date Lessor incurs such expenses until Lessee makes such payment to Lessor. The making of such payment or the doing of such act by Lessor shall not operate to cure Lessee's Default, nor shall it prevent Lessor from the pursuit of any remedy to which Lessor would otherwise be entitled. ARTICLE XXIII LESSOR'S RIGHT TO TERMINATE 23.1 In the event the Agreements expire, or are terminated, as a result of a default by Lessee, the Lessor reserves the right to cancel this Lease. In the event Lessor exercises this right to cancel this Lease, Lessor shall provide Lessee with thirty (30) days written notice of such cancellation and both parties shall be released from all further obligations hereunder. ARTICLE XXIV NOTICES 24,1 NOTICE All notices or other communications which shall or may be given pursuant to this Lease shall be in writing and shall be delivered by personal service or by certified mail addressed to the parties at their respective addresses indicated below or as the same may be changed in writing 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. NOTICE TO LESSOR: NOTICE TO LESSEE: City of Miami City Manager 444 SW 2nd Ave, 1Dth Floor Miami, FL 33313 WITH COPY TO: City of Miami Director, Department of Real Estate and Asset Management 444 SW 2"d Ave, 3rd Floor Miami, FL 33313 25.1 INGRESS AND EGRESS U.S. Sailing Center 2476 South Bayshore Drive Miami, FL 33133 ARTICLE XXV MISCELLANEOUS PROVISIONS Subject to rules and regulations, statutes and ordinances and terms of this Lease governing the use of the Property, Lessee, his agents, representatives, employees, visitors and invitees shall have ingress and egress to and from the Property by paved asphalt roadway. 25,2 SUCCESSORS AND ASSIGNS This Lease shall be binding upon the parties herein, their heirs, executors, J^'l::al representatives, successors and assigns. 25.3 SURRENDER OF PROPERTY Upon the expiration or earlier termination of this Lease by lapse of time or otherwise, Lessee shall promptly and peacefully surrender and deliver possession of the Property to Lessor in accordance with the covenants herein contained. 25.4 AMENDMENTS Lessor and Lessee by mutual agreement, shall have the right but not the obligation to amend this' Lease. Such amendments must be approved by the City Manager and shall be effective only when signed by Lessor and Lessee and shall be incorporated as a part of this Lease. 25.5 AWARD OF AGREEMENT Lessee warrants that it has not employed or retained any person employed by Lessor to solicit or secure this Lease and that it has not offered to pay, paid, or agreed to pay any person employed by Lessor any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Lease. 25.6 CONFLICT OF INTEREST Lessee is aware of the conflict of interest laws of the City of Miami as set forth in Article 5, Conflicts of Interest, of Chapter 2 of the Code of the City of Miami Florida, as amended, and agrees that it will fully comply in all respects with the terms thereof to enforce the provisions of this Lease, Lessee shall pay Lessor's court costs and attorney(s), fees. 25.7 CONSTRUCTION OF AGREEMENT This Lease shall be construed and enforced according to the laws of the State of Florida. 25.8 COURT COSTS AND ATTORNEYS' FEES In the event that it becomes necessary for Lessor to institute legal proceedings to enforce the provisions of this Lease, Lessee shall pay Lessor's court costs and attorney(s)' fees. 25.9 WAIVER OF JURY TRIAL Lessee waives a trial by jury of any and all issues arising in any action or proceeding between the parties hereto, or their successors or assigns, under or connected with this Lease, or any of its provisions, the relationship of the parties, the Lessee's use or occupancy of the Property, Lessee's rights thereto, and/or any claim of injury or damage and any emergency statutory or any other statutory remedy, or otherwise. 25.10 SEVERABILITY If any provision of the Lease, or any paragraph, sentence, clause, phrase, or word, or the application thereof, is held invalid, the remainder of the Lease shall be construed as if such invalid part were never included herein and the Lease shall be and remain valid and enforceable to the fullest extent permitted by law. 25.11 WAIVER No waiver of any provision hereof shall be deemed to have been made unless such waiver is in writing and signed by Lessor or Lessee. The failure of either party to insist upon the strict performance of any of the provisions or conditions of this Lease shall not be construed as waiving or relinquishing in the future any such covenants or conditions but the same shall continue and remain in full force and effect. 25.12 CAPTIONS The captions contained in this Lease are inserted only as a matter of convenience and for reference and in no way define, limit or prescribe the scope of this Lease or the intent of any provisions thereof. 25.13 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 and Radon testing may be obtained from your county public health unit. 25.14 RECORDING, DOCUMENTARY STAMPS The parties hereto shall, at the request of either party, execute a short -form lease and have it properly acknowledged for the purpose of recording in the Public Records of Dade County, Florida. Such short - form lease shall have included therein such of the provisions hereof as may be requested by either of the parties. The cost of any such recordation, cost of any State of Florida documentary stamps which legally must be attached to any or all of said papers, and the cost of the applicable Dade County and State transfer tax shall be paid in full by Lessee. ARTICLE XXVI HOLDING OVER 26.1 HOLDING OVER Lessee shall vacate the Property upon the expiration or earlier termination of this Lease. Lessee shall reimburse Lessor for and indemnify Lessor against all damages incurred by Lessor from any delay by Lessee in vacating the Property. If Lessee remains in possession of all or any part of the Property after the expiration of the Term or Additional Term, as the case may be, with or without the express or implied consent of Lessor, such tenancy shall be from month -to -month only and not a renewal hereof or an extension for any further term, and in such case, the Monthly Rent then in effect shall be increased by fifty percent (50%) and other monetary sums due hereunder shall be payable in the amount and the time specified in the Lease, and such month -to -month tenancy shall be subject to every other term, covenant and agreement contained herein, except that the month to month tenancy will be terminable on thirty (30) days notice given at any time by either party. ARTICLE XXVII QUIET ENJOYMENT 27.1 QUIET ENJOYMENT Lessor covenants and agrees that so long as no default exists in the performance of Lessee's covenants and agreements contained herein, Lessee may peaceably and quietly hold and enjoy the Property and all part thereof for that portion of the Lease Term, free from eviction or disturbance by Lessor or any person claiming under, by or through Lessor. ARTICLE XXVIII AFFIRMATIVE ACTION 28.1 AFFIRMATIVE ACTION Lessee 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, individuals with disabilities, 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, Lessee shall submit a Statement of Assurance indicating that their business is in compliance with all relevant Civil Rights laws and regulations. 28.2 NONDISCRIMINATION Lessee agrees that there will be no discrimination against any person based upon race, religion, color, sex, ancestry, age, national origin, mental or physical handicap, in the use of the Property and improvements thereof. It is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred and said discriminatory conduct is not immediately remedied, or upon a second determination by a court of competent jurisdiction that discrimination has occurred, Lessor shall have the right to terminate this Lease. ARTICLE XXIX ENTIRE AGREEMENT 29.1 ENTIRE AGREEMENT This Lease represents the total agreement between the parties. All other prior agreements between the parties, either verbal or written, are superseded by this Lease and are therefore no longer valid. IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement on the day and year first above written. Witness: LESSEE: United States Sailing Center By: By: Signature Signature Print Name Print Name and Title By: Signature Print Name APPROVED AS TO FORM APPROVED AS TO INSURANCE AND CORRECTNESS REQUIREMENTS By: Victoria Mendez Ann -Marie Sharpe, Director City Attorney Risk Management Department ATTEST: THE CITY OF MIAMI, a municipal corporation of the State of Florida By: By: Todd B. Hannon Emilio T. Gonzalez City Clerk City Manager Exhibit A The Property SKETCH OF BOUNDARY SURVEY OF; 2476 S. BAYSHORE DRIVE, MIAMI, FLORIDA 33133 / \ 71 mts rwl / • - 7Ar Vh•IPtt , 1V••:d‘:L A • • 261 LVATON MAP ISA CISMIL4 :I Cc440 ci it4•41 47 Av., 4.1 IV, q WI s, ▪ Ana. 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Amounts: Such coverage shall be in the following amounts: Replacement cost on the building, leasehold improvements (exclusive of foundation and excavation costs), lessee's alterations, improvements, fixtures, equipment, trade fixtures and floor coverings, including the expense of removal of debris as a result of damage by an insured peril (collectively, the "insured property") on the property with a maximum deductible of one percent (1%) of the insured value on all perils other than windstorm and five percent (5%) of the insured value for the peril of windstorm and hail, earth movement, flood and named storm, and other sub limits or coverage enhancements as applicable. Such perils, including windstorm and flood insurance, is to be provided to the extent commercially available. Notwithstanding the foregoing, the parties acknowledge and agree that coastal properties are often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or other governmental or other insurance pool which may include certain prohibitions such as no replacement cost coverage. (b) Business Interruption Insurance: "Special Form" coverage with limits not less than the minimum annual rent, remuneration or ordinary payroll and the debt service payments with 180 days extended period of indemnity. Lessor shall be listed as loss payee on this coverage. (c) Equipment Breakdown (Boiler and Machinery) if applicable: Insurance covering repair and replacement of all boilers and machinery serving or benefiting the leasehold improvements. The policies of insurance shall be endorsed to provide use and occupancy coverage for the leasehold improvements in such amount as may be reasonably acceptable to the Lessor. The Lessor shall be listed as loss payee on this coverage. (d) Commercial General Liability Insurance: Commercial General Liability insurance on a commercial general liability coverage form with "broad form" coverage, or its equivalent, including contingent and contractual liability, participant liability, products and completed operations, personal and advertising injury, and premises/operations coverage, including parking lot coverage against sums adjudicated to be payable by the insured on account of bodily injury, death or property damage occurring in or about the property. This coverage should be written on a primary and non- contributory basis. Amounts: The limits of such coverage shall not be less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate single limit for bodily injury and property damage. The Lessor must be listed as an additional insured on this coverage. (e) Marine Operators Legal Liability: Insurance with limits not less than One Million Dollars (1,000,000). The Lessor must be included as an additional insured and loss payee. (f) Protection and Indemnity Liability/Jones Act Coverage: P & I coverage with limits of $1,000,000 per occurrence and $1,000,000 police aggregate, listing the City of Miami as additional insured. Coverage for Jones Act must be included. (g) Property Coverage Docks and Piers (if applicable): All Risk including Windstorm, Hail, and Flood subject to replacement cost with a maximum deductible of five percent (5%) on all perils to the extent and as commercially available. Notwithstanding the foregoing, the parties acknowledge and agree that coastal properties are often precluded from being insured by private insurers and that any casualty and windstorm insurance may have to be written through the Florida Joint Underwriters Association and/or other insurance markets. Lessor should be listed as loss payee on this coverage. (h) Automobile Liability: Automobile Liability insurance covering all owned automobiles, including hired and non -owned auto exposures used in connection with operations covered by this lease. The policy or policies of insurance shall contain limits not less than Five Hundred Thousand ($500,000) combined single limit for bodily injury and property damage. The Lessor shall be named as an additional insured on this coverage. The requirements of this provision in terms of owned autos will be waived upon submission of a written statement from the Lessee that no automobiles are used to conduct business. (i) Worker's Compensation: Statutory Worker's Compensation and occupational disease coverage in the amounts and types required by Chapter 440, of the Florida Statutes. (j) Umbrella: The Lessee shall further maintain an umbrella policy with limits of One Million Dollars ($1,000,000) per occurrence and policy aggregate. This coverage should be in excess over all applicable liability policies contained herein, including liquor. (k) Required Policy Provisions: All policies of insurance required to be provided and obtained may not be amended, cancelled, or materially changed, unless such actions shall be required by the insurance carrier, without thirty (30) days written notice to the Lessor. Said notice should be delivered to the City of Miami, Division of Risk Management, Attention: Director, 444 S.W. 2"d Avenue, 9tn Floor, Miami, Florida 33130, with a copy to City of Miami, Department of Real Estate and Asset Management, 444 S.W. 2"d Avenue, Miami, Florida 33130, or such address that may be designated from time to time. (I) Delivery: Current evidence of insurance coverage shall be supplied to the City of Miami Department of Risk Management with a copy to City of Miami Department of Real Estate and Asset Management at the commencement of this Lease, and a new evidence of insurance coverage shall be supplied at least twenty (20) days prior to the expiration of each such policy. Insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: the company should be rated "A" as to management and no less than class "V" as to financial strength, in accordance with the latest edition of Best's Key Rating Guide, or the company holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and be a member of the Florida Guarantee Fund. Receipt of any documentation of insurance by the Lessor or by its representatives, which indicates less coverage than required, does not constitute a waiver of the Lessee's obligation to fulfill the insurance requirements hereof. The insurance coverage required shall include those classifications as listed in standard liability insurance manuals which most nearly reflect the operations of the Lessee. (m) Right to Amend Insurance Requirements: The Lessor reserves the right to reasonably amend the insurance requirements according to usual and customary standards in the insurance industry as circumstances dictate in order to protect the interest of the Lessor in this Lease Agreement, provided that such requirements are uniformly imposed on comparable Lessor -owned waterfront properties.