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HomeMy WebLinkAboutBack-Up DocumentsATTORNEYS SMGQLAW.COM TERM SHEET TO: Ms. Jacqueline Lorenzo, Interim Director Department of Real Estate & Asset Management (DREAM) City of Miami FROM: Javier E. Fernandez, Esq., on behalf of Shake -A -Leg Miami, Inc. (SAL) SUBJECT: Proposed Term Sheet for the Revocable License Agreement for Continued Operation of City -owned Facilities Located at 2600 S. Bayshore Drive (Folio No. 01-4122-002-0020) ("Property") DATE: September 29, 2022 CC: Harry Horgan, Executive Director, Shake -A -Leg Miami, Inc. This term sheet (the "Term Sheet") sets forth an outline of the basic terms for the revocable license agreement (the "Agreement") that will govern SAL's use and occupancy of the City -owned facilities located on the Property. This Term Sheet is presented to you for the City Commission's consideration and approval and shall serve as the basis for the negotiation of an Agreement for SAL's use of the Property between the City and SAL. Licensee: Shake -A -Leg Miami, Inc., a Florida not -for -profit corporation Property Description: Description of Use: City -owned and controlled lands and facilities located at 2600 S. Bayshore Drive, Miami, FL 33131, as more particularly described in Exhibit A attached hereto. SAL shall use, occupy, and maintain the Property as a public recreation center to provide water -dependent marine recreational, environmental, cultural and educational opportunities to City residents, organized youth groups, disadvantaged communities, organized community groups, and general recreation. SAL shall ensure that the Property and all SAL activities, Regular Events, Special Events and City Co -Sponsored Events conducted thereon comply with all City rules and be available to all segments of the community, including for individuals with disabilities and the financially disadvantaged. Authorized programs may include but are not limited to: (i) group and private instruction, lectures, classes and Special Events regarding sailing, kayaking, fishing, water safety, and scuba/snorkeling; (ii) educational programs; (iii) health and wellness programs; (iv) marine trade programs; (v) swimming training & instruction; (vi) environmental education & community exhibits; and (vii) community events (the "Programs"). SANCHEZ-MEDINA. GONZALEZ, QUESADA, LAGE. GOMEZ & MACHADO, LLP SMGQLAW.COM 1200 BRICKELL AVENUE, SUITE 950, MIAMI, FL 33131 TEL: 305.377.1000 FAX: 855.327.0391 Permitted Ancillary Uses: Prohibited Uses: Permitted Use Areas: SAL may operate a limited concession stand for the sale of snack foods, non- alcoholic beverages, suntan lotion, and miscellaneous sundry items, including SAL branded merchandise, for the public who engage in activities on the Property. SAL shall, at its sole cost and expense, be responsible for all licenses and permits required by the City for such an operation and limit such commercial activities to the Use Areas. Finally, SAL may operate a concession on the Property for the rental of non -motorized watercraft (e.g. kayaks, canoes and the like) to members of the general public for a fee. Such fee shall be no greater than that consistent with similar programs in the area and shall be reduced for City of Miami Residents. SAL shall not sell or otherwise allow the sale of alcoholic beverages on the Property. The distribution or consumption of alcoholic beverages on the Property may only occur as part of a planned and approved event which shall be subject to the prior written approval of the City Manager or designee. Any approved events involving the consumption, or distribution of alcohol shall require SAL or the applicable event sponsor, to provide a liquor liability policy from a reputable insurer and in such coverage amounts acceptable to the City's Department of Risk Management and naming the City (and SAL as applicable) as additional insured. SAL shall not permit the following uses or activities on the Property: 1. Rental of motorized personal watercraft (e.g. jet skis or similar watercraft) within the Use Areas (as described herein below); 2. Major maintenance, major repairs, or overhauling of any boat, other vessel or craft, trailer, float, or other equipment, except when such maintenance and repairs are being conducted by students participating in the marine vocational training program operated by SAL on the Property; 3. Sale of marine fuel; 4. Or other such uses not reasonably necessary for the operation of Property as a public recreation center, except as explicitly authorized by the prior written approval of the City Manager. The following areas shall be used by SAL during the term of the Agreement (the "Use Areas"): 1. Parcel 1: This portion of the Property, approximately 56,492 sq. ft. in size, is comprised the following buildings: (i) Watersports Recreation Center (WRC) which shall be used by SAL for its programs, activities and program administration; and (ii) Maritime Hanger which, with the exception of one (1) office space (which shall be reserved for the City's SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM Shared Use Areas: Licensed Use Period: Termination for Convenience: Rules & Regulations: Charges for Services: use) and the restroom (which may be used by any member of the public), shall be used by SAL as a multi -purpose space for its programs, activities, regular events and special events. The City, from time -to -time, may conduct City Programs in the Hangar. City and SAL shall coordinate the dates and times of such City use. 2. Parcel 3: — This portion of the property consists of 23,371 sq. ft. of unimproved green space located immediately west and north of the Maritime Hanger on Parcel 1 which shall be used by SAL for boat storage of SAL vessels and seasonal transient dockage for regatta season. It is the intent of the City and SAL that the following portions of the Property always remain open and accessible to the public and shall be jointly used by SAL and City: (i) Parcel 4 Upland; (ii) Parcel 4 Submerged Land; (iii) Parcel 5; and (iv) Parcel 6 (collectively, the "Shared Use Areas"). Said portions of the Property include the Public Baywalk, Public Dock and the immediately adjacent submerged land. The City and SAL shall regularly consult to coordinate the use of the Shared Use Areas. 15-year initial term ("Initial Term"); two (2) additional five (5) year extension periods (the "Renewal Term") which SAL may exercise upon not less than sixty (60) days' notice, prior to the expiration of the Initial Term or any renewal term, as applicable. Notwithstanding the above -outlined term, the City may terminate this Agreement for convenience, in its sole discretion, with not less than thirty (30) days written notice to SAL (the "Termination Notice"). Such a termination for convenience shall be effective as of the 31st day following SAL's receipt of the Termination Notice (the "Termination Date") unless such Termination Date is extended in writing by mutual agreement of the City and SAL. SAL shall comply with all rules and regulations, as the same may be amended from time -to -time, promulgated by the Director of Department of Parks & Recreation ("Department") for City -owned facilities. SAL shall provide the Department a schedule of proposed concession and patron user fees ("Fee Schedule") for the Programs. SAL shall continue to provide scholarships and other financial assistance to individuals who would otherwise be unable to pay the fees set forth in the Fee Schedule due to financial limitations. SAL shall charge boat storage for regattas, competitive training and fishing tournament. Modifications to the Fee Schedule must be submitted to the Director for prior written approval, which approval shall be SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM Consideration: Reporting & Reviews: Insurance & Indemnification: granted or denied with reasons within thirty (30) days of receipt of the requested modification from SAL. $1,000.00 annually, plus $150,000 in pro bono services to the City of Miami residents. In the event SAL is unable to provide the pro bono services in an amount equal to or greater than $150,000, SAL shall pay to the City an amount equal to the difference between one half (50%) the value of the pro bono rendered and the amount of the fair market rent as determined by the average of the City's two (2) appraisals. Prior to the commencement of the renewal term, the minimum value of pro bono services shall be adjusted to meet, at minimum, the fair market rental value of the Property. SAL shall transmit to the Director, in writing, in a format acceptable to the Director, an Annual Plan that outlines programs and activities for the year and an Annual Report that articulates what was accomplished. An annual Financial Audit by a CPA must be submitted. SAL shall carry and maintain throughout the Term the insurance requirements attached hereto and incorporated herein as Exhibit B. The City may, in its sole and absolute discretion, elect to provide property insurance for the docks and Hangar. SAL shall indemnify, protect, defend and hold harmless the City, 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 or the surrounding areas, whether such claim shall be made by the SAL or an employee, agent, contractor, invitee or guest of SAL an employee, agent or official of the City 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 City or its employees, agents or officials were negligent. SAL 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 all costs, attorneys' fees, expenses and liabilities incurred in and about the defense of any such claims and the investigation thereof. SAL shall also indemnify, defend, protect and hold City harmless from and against any and all claims arising from any breach or default in performance of any obligation of the SAL's part to be performed under the terms of this Agreement, or arising from any act, neglect, fault or omission of SAL, its employees, agents, contractors, invitees and guests, and from and against all costs, attorneys' fees, expenses and liability incurred in connection with any such claim or any action or proceeding brought thereon. In case any action or proceeding shall be brought against the City by reason of any claim, upon notice from the City SAL shall defend the same at the SAL's expense by counsel approved in writing by the City. The City reserves the right to defend itself. SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM Security Deposit: Signage: Capital Investment: Maintenance & Repair: SAL shall deposit the sum of Five Thousand and 00/100 Dollars ($5,000.00) ("Security Deposit") with the City in guarantee of the full and faithful performance by SAL of all the obligations under the Agreement. SAL shall not permit any signs or advertising matter to be place on any portion of the Property except as follows: 1. With prior written approval of the Director, which approval may be conditioned or reasonably withheld; or 2. Signs which recognize donors that have made charitable contributions to or for the benefit of SAL or its Programs, so long as such signs are not promoting lewd, lascivious, or obscene behavior, illegal activities, political advertising, criminal behavior, or otherwise do not meet the minimum standards as may be set forth by the Director in their reasonable discretion. All signage shall be subject to the City Code and all other applicable regulations. At the conclusion of the Term of this Agreement, SAL shall, at its sole cost and expense, remove and dispose of all signs located on the Property. During the Initial Term of the Agreement, SAL and the City shall agree to a scope of capital improvements and renovations to the existing improvements located on the Property within the Use and Shared Use Areas equal to a minimum investment of Two Million and 00/100 Dollars ($2,000,000.00) ("Capital Improvements Program"). The City may, in its sole and absolute discretion, provide funds to assist SAL in the implementation of the Capital Improvements Program but shall not be required to do so. The City and SAL shall reasonably cooperate to obtain such other public grant funding that may be available for the Property, including FIND Grant funding, as applicable, to reduce the cost of the Capital Improvements Program. SAL further agrees to comply with all applicable grant funding restrictions, including without limitation the set aside of funds collected from the operation of such grant -funded improvements. SAL shall, at is sole cost and expense, at all times during the Term, provide all maintenance, repairs, substitutions and replacements, as necessary, to the Use Area and every part thereof, including, without limitation, air conditioning and heating systems, decoration, plumbing, mechanical, electrical, fixtures, floor coverings, building interior and exterior walls, ceilings, elevator, structural, the pavement, driveways, hangar, window and roof repairs and replacements, and life and safety systems, except to the extent that capital repairs (i.e., excluding maintenance and minor repairs) exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in a Fiscal Year. If certain capital repairs are SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM Utility Charges: Promotion of the City: necessary for life safety or otherwise necessary for the proper operation of the Use Area in excess of the amounts noted above, and SAL elects not to incur such additional costs, the City, at its sole and absolute discretion may work with SAL to fund some or all of such improvements. Notwithstanding any language to the contrary, the City shall not be required to incur any maintenance, repair, capital, or other costs in connection with this Agreement. SAL shall, at its sole costs and expense, provide all preventative maintenance required for the Use and Shared Use Areas of the Property, including, but not limited to, the following: 1. Cleaning and janitorial services seven (7) days a week; 2. Heating, ventilation and air conditioning as required for the comfortable use and occupation of the Property; 3. Electric current for normal use and light (limited to the Use Area); 4. Grounds services including lawn, shrub and tree maintenance and removal of any rubbish or obstructions; 5. Elevator service; 6. Interior and exterior window cleaning for the Lease Area to be performed as needed but no less than once every one hundred and eighty (180) days; 7. Vermin and pest control, as necessary, but no less than once every sixty (60) days; 8. Garbage and trash disposal as required; 9. Painting of interior and exterior of the Lease Area including caulking of all window and door frames, painting of signs, if applicable; 10. Maintenance of the Public Boat Ramp including algae removal; and it Security as is required for similar facilities, except as otherwise provided herein relating to any City Co -Sponsored Events. SAL, at its sole cost and expense, shall pay for all utilities and services on the Property, including but not limited to, electricity, water, storm water fees, gas, telecommunications services, garbage and sewage disposal used by SAL and its invitees during its occupancy of the Property's Use Areas, as well as all the costs for installation of any necessary lines and equipment. SAL's responsibility to pay for all utilities and services on the Property shall include, without limitation, all utilities and services rendered or supplied upon or in connection with the Public Dock portion of the Shared Use Area. SAL acknowledges the benefits afforded to it by the City providing this Agreement in furtherance of the SAL's operations and shall provide recognition of the City of Miami, in a manner reasonably satisfactory to the City, in all its marketing, advertising and promotional materials including, without limitation, those materials used for Regular Events and Special Events. SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM EXHIBIT A PROPERTY DESCRIPTION NOTES N01 '1040 Iw11PX11 TNC S10HAYWi AXD THE C41�NAL RAIS00 SEAL W A R0R10A 1NSNSEO SLRYCI0R w0 YAPPER. L :ANDS SHOWN HEREON WERE N0' ADSTRACCO PEER ANGHTS-or-WAT, EA5CNEN15. OWNERSNI?. OR OTHER INSTRUANTS 0r RECORD, 5. THIS Su110EY 'NIT DONE SOLELY EON L0{1,104, PLRPCSES AHO DOES N OE R0NLI0R OTHER IISDICENTI N OR AT NOROPAL, S1A1E• ., 1NE :AND DESCRIPTION SHOWN N(Rf011 WA5 RRCPARCO OT THE SURVEYOR. S. MOCRs11E04P IUPROVENCN15 N01 SHOWN. 1i. R10ATIYO DOCKS NOT LOCATED. 7. BGR:NCS SHOWN HRRCOR .ARC A55U11CD. KKK, CERrK4 11u1 THE `SPE0NIC PORPOSC 9UR1'E1` OE THE NEATEN DESCRIBE] PROPER', 6 TRUE PC MIRES! TD NNE REST CP wY 1010NLCA"0E AND PC4EE AS SURVEYED IN INC PCW UNDER 11T ]IREC'1ON N I11RL 0O2C rLR01ER CERTIIT THA1 114 s WRAP/ NEETS THE 51A+QAR05. O1 PRAE:110P 10R SURVEYING 1' THE 51A1E Or FLOR41.1 ACEDASHC TO MOM SJ-10 Of THE 11.01404 AOMIINISIRAOVC CODE. PURSUANT TO SOCIIOR 412.t. 7. RECD. S1A7L[ES 'HIRE IFE ND AR01C 1AOUN0 CNCRO.ACH0NAS MLR DIAN I405E SAWN HERCBN, S:JR11101 ID 010: 10744L10ICAsDDIS NOMED 1ERDDN. TOE 111E EIRN, SUREET DATE : 04/00/20 R1MAR0 E. WARPS .RCPC551EGL SUR/C7OR WO VARIER FLORID/ REUSTP111ON NO. 418R SPECIFIC PURPOSE SURVEY 4 4rf0 t�rN� o / 5 LOCATION MAP (NTS) I(CEMUI CND CHEESED ET CGNC COHERE If 0w11 0RANA eT re/PG PIELO MOM RN? PAGE S:R SET IRON RCO d CO .544E 5410 SET NUL ANC CAP 10415 TIR MOW NRSN ROO FLP FOUND IRON PIPE fN0 R0U10 NAIL AND CAP fH0 MHO NAIL d DISC P.B. PUT BOOK w /D.C.R• Hum/mix COUNTY RC00R05 -X- CHAIN LMR/ NCGO FENCE CLEW ELE.Af1ON CBS CCHCREIE BLOCK STRUCTURE -C- OVERHEAD SKEET WIRES I/O AIR CIAN0III0RR:R N PP WOOD PEEPER POKE CD CLEW OU1 N^f WATER VALVE CR CARE R15ER B1P BACK PLOW PREM'EN1ER RM WATER YETEA AFT O19LuICE A MOWS 1a CENTRAL PRIOR COUSINS SURVEYORS & ASSOCIATES. INC.1 391. Sw TH NUR. SOHO •011 411°3r 0110H1 3 of ONC (9SA) ABP-0PA0 ZrIo (0a.�000-Rf99 • CI%0T SNA1EE-A-1,[C 1011.1.611. 2500 S eAYSH AWE /I14A', FLORIDA JJ7J3 SPECIFIC PURPOSE SURVEY 4,011114,13 a•s Pu . +wn.. 41111.A11( O SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ SST MACHADO LLP EXHIBIT B INSURANCE REQUIREMENTS [INSURANCE REQUIREMENTS ARE SUBJECT TO CHANGE UPON FURTHER REVIEW BY THE DEPARTMENT OF RISK MANAGEMENT] I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $500,000 for bodily injury caused by an accident, each accident $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM V. Liquor Liability Each Common Cause Policy Aggregate City listed as an additional insured. VI. Umbrella Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 $1,000,000 $1,000,000 City listed as additional insured. Coverage is excess over all corresponding third party liability policies including liquor. VII. Protection and Indemnity Each Occurrence Policy Aggregate Jones Act included $1,000,000 $1,000,000 City of Miami is listed as an additional insured. VIII. Hull Coverage PER DECLARED VALUE IX. PROPERTY Commercial Property Insurance covering the Building and Business Personal Property owned or operated by the SHAKE A LEG MIAMI, INC. Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis including wind, hail and named storm coverage and flood with a maximum deductible of 5% deductible. Coverage should be included for debris removal, and demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured and improvements (exclusive of foundation and excavation costs), trade fixtures and floor coverings. In addition, the policy should afford coverage for sprinkler leakage, if applicable, along with for time element and boiler and machinery coverage, also if applicable. The amount of insurance shall equal the full estimated replacement cost of all real and business personal property owned or operated by the SHAKE A LEG MIAMI, INC. The City shall be included as loss payees under the commercial property insurance. SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer 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. SANCHEZ-MEDINA, GONZALEZ, QUESADA, LAGE, GOMEZ & MACHADO LLP SMGQLAW.COM